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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Air Lease Corporation | NYSE:AL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.20 | -0.43% | 46.00 | 46.41 | 45.42 | 45.44 | 172,952 | 20:19:41 |
As filed with the Securities and Exchange Commission on May 6, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AIR LEASE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 27-1840403 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
(310) 553-0555
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Carol H. Forsyte
Executive Vice President, General Counsel,
Corporate Secretary & Chief Compliance Officer
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, CA 90067
(310) 553-0555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John-Paul Motley, Esq.
Cooley LLP
355 South Grand Avenue, Suite 900
Los Angeles, CA 90071
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
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. ☐
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. ☐
If this Form is a registration statement pursuant to General Instruction I.D. 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. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, 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 Securities Act. ☐
PROSPECTUS
AIR LEASE CORPORATION
Debt Securities
Preferred Stock
Class A Common Stock
Warrants
Depositary Shares
Rights
Purchase Contracts
Units
Offered, from time to time, by Air Lease Corporation
From time to time in one or more offerings, we may offer the securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This prospectus provides a general description of the securities we may offer. Each time we sell securities, we, or parties acting on our behalf, will, if required, provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering and the securities being sold in that offering. The applicable prospectus supplement and/or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus. You should carefully read this prospectus and any prospectus supplement and free writing prospectus accompanying this prospectus, together with any documents incorporated by reference herein or therein, before you invest in our securities.
Our Class A Common Stock is listed on the New York Stock Exchange, or NYSE, under the symbol AL. The applicable prospectus supplement and/or free writing prospectus will indicate if the securities offered thereby will be listed on any securities exchange.
Investment in any securities offered by this prospectus involves a high degree of risk. Please read carefully the section entitled Risk Factors on page 8 of this prospectus, the Risk Factors section contained in the applicable prospectus supplement and/or free writing prospectus and the risk factors included and incorporated by reference in this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 6, 2024.
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This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, utilizing a shelf registration or continuous offering process. Under this shelf registration process, we may, from time to time in one or more offerings, sell any combination of securities described in this prospectus.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, pursuant to the registration statement of which this prospectus forms a part, we, or parties acting on our behalf, will, if required, provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering and the securities being sold in that offering. The applicable prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus, together with the additional information described under the heading Incorporation by Reference. You should assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries contained herein are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading Where You Can Find More Information.
This prospectus and any applicable prospectus supplement or free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate. We are not making offers to sell any securities described in this prospectus in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
Unless otherwise expressly indicated or the context otherwise requires, when this prospectus, any prospectus supplement or any free writing prospectus uses the terms Company, ALC, we, our and us, such terms refer to Air Lease Corporation and its consolidated subsidiaries. Our fiscal year ends on December 31. When this prospectus, any prospectus supplement or any free writing prospectus refers to particular years or quarters in connection with the discussion of our results of operations or financial condition, those references mean the relevant fiscal years and fiscal quarters, unless otherwise stated.
The information in this prospectus, in any accompanying prospectus supplement, in any free writing prospectus and in the documents incorporated by reference or deemed incorporated by reference herein or therein concerning
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market share, ranking, industry data and forecasts is obtained from industry publications, surveys, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. Although we believe that this publicly available information and the information provided by these industry sources is reliable, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to market share and our general expectations, involve risks and uncertainties and are subject to change based on various factors, including those discussed under Risk Factors.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement on Form S-3 that we filed with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement available on the SECs website at www.sec.gov.
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance with the Exchange Act, file annual, quarterly and current reports, proxy and information statements and other information with the SEC. These filings are available to the public free of charge on the SECs website at www.sec.gov.
Our filings with the SEC are also available free of charge on our website at www.airleasecorp.com. We may post information that is important to investors on our website. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website to be part of this prospectus. You may also request a copy of our SEC filings, at no cost, by writing or telephoning our General Counsel and Corporate Secretary at:
Air Lease Corporation
General Counsel and Corporate Secretary
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
(310) 553-0555
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The SEC allows us to incorporate by reference into this prospectus the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Any statement contained in a document incorporated or considered to be incorporated by reference in this prospectus will be considered to be modified or superseded for purposes of this prospectus to the extent a statement contained in this prospectus or in any other subsequently filed document that is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):
| our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed with the SEC on February 15, 2024); |
| the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023 from our Definitive Proxy Statement on Schedule 14A (filed with the SEC on March 18, 2024); |
| our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024 (filed with the SEC on May 6, 2024) ; |
| our Current Reports on Form 8-K filed with the SEC on January 24, 2024, February 28, 2024, March 27, 2024 and April 30, 2024 (with respect to Items 1.01, 2.03 and Exhibit 10.1 of Item 9.01(d) only); and |
| the description of our capital stock contained in our Registration Statement on Form 8-A, filed on April 4, 2011, as updated by Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 4, 2021, including any amendments or reports filed for the purpose of updating such descriptions. |
We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offerings under this prospectus and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed filed with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the extent, specified in such Current Reports.
We will provide to each person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference as an exhibit to this prospectus) at no cost, upon a request to us by writing or telephoning us at the address and telephone number set forth above under Where You Can Find More Information.
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Statements in this prospectus and the accompanying prospectus supplement, including the documents that are incorporated by reference, that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Exchange Act. These forward-looking statements are based on our current intent, belief and expectations. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as anticipate, believes, can, could, may, predicts, potential, should, will, estimate, plans, projects, continuing, ongoing, expects, intends, seeks and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties that could cause actual results to differ materially from those expressed in such statements. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of the factors discussed in the section titled Risk Factors beginning on page 8 of this prospectus and in our most recent Annual Report on Form 10-K, and elsewhere in this prospectus, any accompanying prospectus supplement and the documents that are incorporated by reference in this prospectus and any accompanying prospectus supplement, including the following factors, among others:
| our inability to obtain additional capital on favorable terms, or at all, to acquire aircraft, service our debt obligations and refinance maturing debt obligations; |
| increases in our cost of borrowing, decreases in our credit ratings, or changes in interest rates; |
| our inability to generate sufficient returns on our aircraft investments through strategic acquisition and profitable leasing; |
| the failure of an aircraft or engine manufacturer to meet its contractual obligations to us, including or as a result of manufacturing flaws and technical or other difficulties with aircraft or engines before or after delivery; |
| our ability to recover losses related to aircraft detained in Russia, including through insurance claims and related litigation; |
| obsolescence of, or changes in overall demand for, our aircraft; |
| changes in the value of, and lease rates for, our aircraft, including as a result of aircraft oversupply, manufacturer production levels, our lessees failure to maintain our aircraft, inflation, and other factors outside of our control; |
| impaired financial condition and liquidity of our lessees, including due to lessee defaults and reorganizations, bankruptcies or similar proceedings; |
| increased competition from other aircraft lessors; |
| the failure by our lessees to adequately insure our aircraft or fulfill their contractual indemnity obligations to us, or the failure of such insurers to fulfill their contractual obligations; |
| increased tariffs and other restrictions on trade; |
| changes in the regulatory environment, including changes in tax laws and environmental regulations; |
| other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and |
| any additional factors discussed under Part IItem 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2023, and other SEC filings, including future SEC filings. |
All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from our expectations. You are therefore cautioned not to place undue
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reliance on such statements. Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed throughout this prospectus, any accompanying prospectus supplement and the documents incorporated by reference in this prospectus and any accompanying prospectus supplement. Further, any forward-looking statement speaks only as of the date on which it is made, and we do not intend and undertake no obligation to update any forward-looking statement to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
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Air Lease Corporation is a leading aircraft leasing company that was founded by aircraft leasing industry pioneer, Steven F. Udvar-Házy. We are principally engaged in purchasing the most modern, fuel-efficient new technology commercial jet aircraft directly from aircraft manufacturers, such as Airbus S.A.S. and The Boeing Company, and leasing those aircraft to airlines throughout the world with the intention to generate attractive returns on equity. In addition to our leasing activities, we sell aircraft from our fleet to third parties, including other leasing companies, financial services companies, airlines and other investors. We also provide fleet management services to investors and owners of aircraft portfolios for a management fee. For additional information about our business, operations and financial results, see the documents listed under Incorporation by Reference.
Air Lease Corporation is incorporated in Delaware. Our principal executive office is located at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067. Our telephone number is (310) 553-0555 and our website is www.airleasecorp.com. Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this prospectus or any accompanying prospectus supplement.
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Investing in our securities involves a high degree of risk. Before making an investment decision, in addition to the other information contained in this prospectus and any prospectus supplement or free writing prospectus, you should carefully consider the risk factors set forth in the applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the risk factors discussed under the heading Risk Factors in our most recent Annual Report on Form 10-K and each subsequently filed Quarterly Report on Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. See Where You Can Find More Information and Incorporation by Reference. Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also impair our business operations. In addition, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
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We will retain broad discretion over the use of the net proceeds from the sale of the securities by us. Unless otherwise specified in any prospectus supplement, we intend to use the net proceeds from the sale of our securities by us offered by this prospectus for general corporate purposes, which may include, among other things, the purchase of commercial aircraft and the repayment of existing indebtedness. Pending any specific application, we may temporarily invest funds in short-term investments, including marketable securities.
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DESCRIPTION OF DEBT SECURITIES
We may issue debt securities in one or more series under an indenture, dated as of November 20, 2018, by and between the Company and Deutsche Bank Trust Company Americas, as the trustee, as may be amended and supplemented from time to time. References herein to the Indenture refer to such indenture and references to the Trustee refer to such trustee or any other trustee for any particular series of debt securities issued under the Indenture.
The following summary of the terms of our debt securities and the Indenture sets forth certain general terms that apply to the debt securities, except to the extent modified with respect to one or more series of debt securities to be issued under the Indenture. The particular terms of any series of debt securities will be described in the prospectus supplement and/or free writing prospectus relating to those debt securities. To the extent that any description in a prospectus supplement or in a free writing prospectus of particular terms of debt securities or of the Indenture differs from this description, this description will be deemed to have been superseded by the description in that prospectus supplement or in that free writing prospectus in respect of those particular terms of the debt securities or the Indenture.
We have filed the Indenture as an exhibit to the registration statement of which this prospectus is a part. Forms of debt securities and any supplemental indentures or officers certificates, as the case may be, containing the terms of the debt securities being offered will be filed as exhibits to the registration statement or as exhibits to documents that will be incorporated by reference from reports that we file with the SEC. We urge you to read these documents before you invest in the debt securities.
This summary is subject to and qualified in its entirety by reference to, all the provisions of the Indenture and the certificates evidencing a particular series of debt securities. You will find the definitions of capitalized terms used in this Description of Debt Securities under the heading Description of Debt SecuritiesCertain Definitions herein. Terms used in the following summary and not defined have the meanings given to those terms in the Indenture.
For purposes of this Description of Debt Securities, references to Company, we, our and us refer only to Air Lease Corporation and not to its Subsidiaries. As used in this Description of Debt Securities, references to the principal of and any premium and interest on the debt securities include Additional Amounts, if any, payable on the debt securities in that context.
Provisions Applicable to Indenture
General
The Indenture does not limit the amount of debt securities that we may issue thereunder, nor does it limit the amount of other debt or other securities that we may issue. The Indenture provides that we may issue debt securities thereunder from time to time in one or more series and permits us to establish the terms of the debt securities of each series at the time of issuance.
Under the Indenture, we may, without the consent of or notice to the holders of any debt securities under the Indenture, from time to time in the future reopen any series of debt securities and issue additional debt securities of that series. The debt securities of a series and any additional debt securities of that series that we may issue in the future upon a reopening will constitute together a single series of debt securities under the Indenture. This means that, in circumstances where the Indenture provides for the holders of debt securities of any series to vote or take any action, the original debt securities of a series, together with any additional debt securities of that series that we may issue by reopening the series, will vote or take that action as a single class.
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Terms
The prospectus supplement relating to any series of debt securities being offered will include specific terms relating to the offering. These terms will include some or all of the following:
| the title and ranking of the series of the debt securities (including the terms of any subordination provisions); |
| the aggregate principal amount of the debt securities of the series and any limit thereon; |
| the date or dates on which the principal of and premium, if any, on the debt securities of the series will be payable, or the method or methods, if any, used to determine such date or dates; |
| any interest rate, which may be fixed or variable, the method, if any, used to determine such rate, the date from which interest will accrue, interest payment dates and record dates for interest payments; |
| the basis used to calculate interest on the debt securities of the series; |
| the place or places where (1) payments on the debt securities of the series will be payable, (2) the debt securities of the series may be surrendered for registration of transfer or exchange and (3) notices or demands to or upon us or the Trustee in respect of the debt securities of the series or the Indenture may be served; |
| any provisions for optional redemption or early repayment; |
| any provisions that would require the redemption, purchase or repayment of debt securities of the series; |
| any sinking fund or analogous provision; |
| the denominations in which the debt securities of the series will be issued; |
| whether payments on the debt securities of the series will be payable in Foreign Currency, whether payments will be payable by reference to any index, formula or other method, and whether we or the holders of the debt securities of the series will be able to elect for payments to be made in any other currency or currency units; |
| the portion of the principal amount of debt securities of the series that will be payable if the maturity is accelerated, if other than the entire principal amount; |
| whether the debt securities of the series are defeasible and any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations; |
| whether the debt securities of the series will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders; |
| any deletions from or changes or additions to the Events of Default or covenants in the Indenture; |
| conversion rights with respect to the debt securities of the series, if any; |
| whether and under what circumstances any Additional Amounts with respect to the debt securities of the series will be payable; |
| whether the debt securities of the series will be guaranteed, whether upon issuance or the occurrence of certain events; |
| collateral security for the debt securities of the series, if any; and |
| other specific terms of the debt securities of the series. |
The terms of the debt securities of any series may be inconsistent with the terms of the debt securities of any other series, and the terms of particular debt securities within any series may be inconsistent with each other.
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Transfer and Exchange
A holder may transfer or exchange debt securities in accordance with the Indenture. The Trustee will act as the security registrar for any series of debt securities unless otherwise specified in the applicable prospectus supplement. We or the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents acceptable to us and the designated security registrar. Each series of debt securities will be represented by either one or more global securities registered in the name of a clearing agency registered under the Exchange Act, as the depositary, or a nominee of the depositary (we will refer to any such debt security as a global debt security), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificate as a certificated debt security) as set forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not be issuable in certificated form.
Certificated Debt Securities
Holders may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the Indenture. No service charge will be made to a holder for any such registration of transfer or exchange, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Every certificated debt security presented or surrendered for registration of transfer or for exchange will (if so required by us or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to us and the designated security registrar duly executed by the holder thereof or his attorney duly authorized in writing.
Global Debt Securities
Each global debt security will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary. Beneficial interests in global debt securities will not be issuable in certificated form unless (i) the depositary has notified us that it is unwilling or unable to continue as depositary for such global debt security or has ceased to be a clearing agency registered under the Exchange Act, (ii) we, in our sole discretion, determine that such global debt security will be exchangeable for certificated debt securities and execute and deliver to the designated security registrar a written request providing that such global debt security shall be so exchangeable, (iii) there has occurred and is continuing an Event of Default with respect to such global debt security or (iv) there exists such circumstances, if any, in addition to or in lieu of the foregoing as have been specified in the applicable prospectus supplement. Unless and until a global debt security is exchanged for certificated debt securities under the limited circumstances described in the previous sentence, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
Redemption and Repurchase
The debt securities of any series may be redeemable at the Companys option or may be subject to mandatory redemption by the Company as required by a sinking fund or otherwise. In addition, the debt securities of any series may be subject to repurchase by the Company at the option of the holders. The applicable prospectus supplement will describe the terms and conditions regarding any optional or mandatory redemption or option to repurchase the debt securities of the related series.
Certain Covenants
Limitation on Liens
Except as provided below, the Company will not, and will not permit any Subsidiary to, at any time pledge or otherwise subject to any Lien any of its or such Subsidiarys property, tangible or intangible, real or personal (hereinafter property), without thereby expressly securing all of the debt securities outstanding under the
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Indenture (together, if the Company so chooses, with any other securities entitled to the benefit of a similar covenant) equally and ratably with any and all other indebtedness for borrowed money or Capital Leases, including any guarantee, secured by such Lien, so long as any such other indebtedness or Capital Lease shall be so secured, and the Company covenants that if and when any such Lien is created, such debt securities will be so secured thereby; provided, that, this restriction shall not apply to any Lien on any property existing as of the date of the Indenture or to the following Liens securing indebtedness for borrowed money or Capital Leases, including any guarantee:
(1) | any Lien on any property (including Aircraft Assets and Capital Stock in any Special Purpose Aircraft Financing Entity) securing Non-Recourse Indebtedness; |
(2) | any Lien on any property (including Aircraft Assets and Capital Stock in any Special Purpose Aircraft Financing Entity) (a) existing at the time of acquisition of such property or the entity owning such property (including acquisition through merger or consolidation), or (b) given to secure the payment of all or any part of the purchase, lease or acquisition thereof or the cost of construction, repair, refurbishment, modification or improvement of property (including Aircraft Assets and Capital Stock in any Special Purpose Aircraft Financing Entity) or to secure any indebtedness (including ECA Indebtedness) or Capital Lease incurred prior thereto, at the time of, or within 180 days (18 months in the case of Aircraft Assets and Capital Stock in any Special Purpose Aircraft Financing Entity) after, the acquisition, construction, repair, refurbishment, modification or improvement of property (including Aircraft Assets and Capital Stock in any Special Purpose Aircraft Financing Entity) for the purpose of financing all or part of the purchase, lease or acquisition thereof or the cost of construction, repair, refurbishment, modification or improvement; |
(3) | Liens by a Subsidiary as security for indebtedness owed to the Company or any Subsidiary; |
(4) | a bankers lien or right of offset of the holder of such indebtedness in favor of any lender of moneys or holder of commercial paper of the Company or any Subsidiary in the ordinary course of business on moneys of the Company or such Subsidiary deposited with such lender or holder in the ordinary course of business; |
(5) | mechanics, workmens, repairmens, materialmens or carriers Liens or other similar Liens arising in the ordinary course of business or deposits or pledges to obtain the release of any such Liens; |
(6) | any Lien arising out of a judgment or award against the Company with respect to which the Company shall in good faith be prosecuting an appeal or proceedings for review or Liens incurred by the Company for the purpose of obtaining a stay or discharge in the course of any legal proceeding to which the Company is a party; |
(7) | any Lien for taxes not yet subject to penalties for nonpayment or contest, or minor survey exceptions, or minor encumbrances, assessments or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which encumbrances, assessments, reservations, rights and restrictions do not in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the Companys business; |
(8) | any Lien to secure obligations with respect to any interest rate, foreign currency exchange, swap, collar, cap or similar agreements entered into in the ordinary course of business to hedge or mitigate risks related to the Companys or any of its Subsidiaries indebtedness for borrowed money and not for speculative purposes; provided, however, that the collateral securing any Liens permitted by this subsection (8) shall be limited to U.S. dollars, Foreign Currency and/or Government Obligations; |
(9) | any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien existing on the date of the Indenture or referred to in the foregoing clauses including in connection with the refinancing of indebtedness of the Company and its Subsidiaries secured by such Lien; and |
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(10) | other Liens not permitted by any of subsections (1) through (9) above on any property, now owned or hereafter acquired; provided, that, no such Liens shall be incurred pursuant to this subsection (10) if the aggregate principal amount of outstanding indebtedness (without duplication for any guarantee of such indebtedness) and Capital Leases secured by Liens incurred pursuant to this subsection (10) subsequent to the date of the Indenture, including the Lien proposed to be incurred, shall exceed 20% of Consolidated Tangible Assets after giving effect to such incurrence and the use of proceeds of such indebtedness or Capital Leases. |
This covenant does not limit Liens that do not secure indebtedness for borrowed money or Capital Leases. Any lien that is granted to secure debt securities outstanding under the Indenture pursuant to the preceding two paragraphs will be automatically released and discharged at the same time as the release (other than through the exercise of remedies with respect thereto) of each Lien that gave rise to such obligation to secure such debt securities under the preceding two paragraphs.
Consolidation, Merger and Sale of Assets
The Company will not (i) consolidate with or merge with or into or wind up into any other Person (whether or not the Company is the surviving corporation), or (ii) sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of the Company and its subsidiaries, taken as a whole, in one or more related transactions, to any Person, in each case, unless:
(1) | the resulting, surviving or transferee Person (the Successor Company) is a Person organized and existing under the laws of the United States of America, any state or territory thereof or the District of Columbia; |
(2) | the Successor Company (if other than the Company) expressly assumes all of the obligations of the Company under the Indenture and all of the debt securities outstanding thereunder pursuant to a supplemental indenture; |
(3) | immediately after giving effect to such transaction, no Default or Event of Default with respect to the debt securities of any series shall have occurred and be continuing; and |
(4) | the Company shall have delivered to the Trustee an officers certificate and an opinion of counsel, each stating that such consolidation, merger, winding up or disposition, and such supplemental indenture, if any, comply with the Indenture. |
For the purpose of this covenant, Aircraft Asset leasing in the ordinary course of business of the Company or any of its Subsidiaries shall not be considered the leasing of all or substantially all of the properties and assets of the Company and its subsidiaries, taken as a whole.
Events of Default
Unless otherwise specified in the applicable prospectus supplement, the following are Events of Default with respect to the debt securities of any series outstanding under the Indenture:
(1) | default in any payment of interest on, or any Additional Amounts payable in respect of any interest on, any debt security of that series when such interest or such Additional Amounts, as the case may be, become due and payable, which default continues for a period of 30 days; |
(2) | default in the payment of principal of, or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any debt security of that series when due at its stated maturity, upon optional redemption, upon required repurchase, upon declaration, upon repurchase or repayment at the option of the Holder, or otherwise; |
(3) | default in the deposit of any sinking fund payment, when and as due by the terms of any debt security of that series, which default continues for a period of 30 days; |
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(4) | default in the performance, or breach, of any covenant or warranty of the Company in the Indenture with respect to any debt security of that series (other than a covenant or warranty with respect to which a default in performance or breach is elsewhere in this section specifically addressed or which covenant or warranty has been included in the Indenture solely for the benefit of one or more series of debt securities other than the applicable series of debt securities), and continuance of such default or breach for a period of 90 consecutive days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that 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 under the Indenture; |
(5) | default under any mortgage, indenture or instrument under which there is issued, or which secures or evidences, any indebtedness for borrowed money of the Company (or the payment of which is guaranteed by the Company) (other than indebtedness owed to any Subsidiary or Non-Recourse Indebtedness of the Company) now existing or hereafter created, which default shall constitute a failure by the Company to pay principal in an amount exceeding $200.0 million (the Threshold Amount) when due and payable by the Company at final stated maturity, after expiration of any applicable grace period with respect thereto, or shall have resulted in an aggregate principal amount of such indebtedness exceeding the Threshold Amount for such series becoming due and payable by the Company prior to the date on which it would otherwise have become due and payable; provided, however, that in connection with any series of the Convertible Notes, (a) any conversion of such indebtedness by a holder thereof into shares of common stock, cash or a combination of cash and shares of common stock, (b) the rights of holders of such indebtedness to convert into shares of common stock, cash or a combination of cash and shares of common stock and (c) the rights of holders of such indebtedness to require any repurchase by the Company of such indebtedness in cash upon a fundamental change shall not, in itself, constitute an Event of Default hereunder; or |
(6) | certain events of bankruptcy, insolvency or reorganization of the Company or a guarantor, if any, of the debt securities of that series, and, in the case of an involuntary insolvency proceeding, such proceeding remains unstayed for a period of 90 consecutive days. |
If an Event of Default (other than an Event of Default described in clause (6) above) occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding debt securities of that series may declare the principal of, premium, if any, and accrued and unpaid interest, if any, and any Additional Amounts, if any, with respect to the foregoing, on all the debt securities of that series to be due and payable by notice in writing to the Company and each guarantor of such series, as applicable (and to the Trustee if given by holders). Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. No Event of Default with respect to any particular series of debt securities necessarily constitutes an Event of Default with respect to any other series of debt securities.
In the event of a declaration of acceleration of debt securities of any series solely because an Event of Default described in clause (5) above has occurred and is continuing, the declaration of acceleration of such series shall be automatically rescinded and annulled if (i) the default or defaults triggering such Event of Default pursuant to clause (5) shall be remedied or cured by the Company or waived by the holders of the relevant indebtedness within 30 days after the declaration of acceleration with respect thereto, (ii) the rescission and annulment of the acceleration of such series would not conflict with any judgment or decree of a court of competent jurisdiction and (iii) all Events of Default with respect to the debt securities of such series, except non-payment of principal of, or premium, if any, or interest on, such debt securities, that have become due solely by such declaration of acceleration of the debt securities of such series, have been cured or waived as provided below.
If an Event of Default described in clause (6) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, and any Additional Amounts, if any, with respect to the foregoing, on all the debt securities of that series will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders.
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Any application by the Trustee for written instructions from the requisite amount of holders may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under the Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions from the requisite amount of holders in response to such application specifying the action to be taken or omitted.
The Indenture provides that the Trustee is under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the holders of any series of debt securities pursuant to the Indenture, unless such holders have offered to the Trustee an indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. Subject to certain rights of the Trustee, the holders of a majority in principal amount of the outstanding debt securities of any series of debt securities or the outstanding debt securities affected, as the case may be, will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, in each case, under the Indenture and relating to or arising under an Event of Default with respect to such series other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization; provided that:
(1) | such direction will not be in conflict with any rule of law or with the Indenture or the debt securities of such series or such affected debt securities, as the case may be; |
(2) | such direction is not unduly prejudicial to the rights of the holders of outstanding debt securities of such series or such outstanding debt securities affected, as the case may be, not joining in the direction; |
(3) | such direction will not involve the Trustee in personal liability or expense for which the Trustee has not received a reasonably satisfactory indemnity; and |
(4) | the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. |
Except to enforce the right to receive payment of principal, premium, if any, or interest and any Additional Amounts, if any, with respect to the foregoing, when due, no holder of any debt security of any series may institute any proceeding, judicial or otherwise, with respect to the Indenture or the debt securities of that series, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:
(1) | an Event of Default with respect to that series has occurred and is continuing and such holder previously gave written notice to the Trustee of such Event of Default and the continuance thereof; |
(2) | the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder; |
(3) | such holder or holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; |
(4) | the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and |
(5) | no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the holders of a majority in principal amount of the outstanding debt securities of that series. |
No one or more of such holders of debt securities of that series will have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other of such holders of debt securities of that series, or to obtain or to seek to obtain priority or preference over any other of such holders of debt securities of that series or to enforce any right under the Indenture, except, in each case, in the manner herein provided and for the equal and ratable benefit of all of such holders of debt securities of that series.
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Notwithstanding any other provision in the Indenture, the holder of any debt security has the right, which is absolute and unconditional, to receive payment of the principal of, premium, if any, and interest, if any, on, and any Additional Amounts, if any, with respect to, such debt security on the respective stated maturities expressed in such debt security (or, in the case of redemption, on the redemption date, or, in the case of repayment at the option of the holder, on the date such repayment is due) and to institute suit for the enforcement of any such payment, and such rights will not be impaired without the consent of such holder.
The Indenture provides that within 60 days following the date on which the Company becomes aware of a Default or receives notice of such Default, as applicable, if such Default is continuing, the Company will deliver a certificate to the Trustee specifying any events which would constitute a Default, their status and what action the Company is taking or proposing to take in respect thereof. The Indenture provides further that if a Default with respect to the debt securities of any series occurs and is continuing and is known to the Trustee, the Trustee will provide each holder of debt securities of such series notice of the Default within 90 days after it occurs.
Except in the case of a Default in the payment of principal of, premium, if any, or interest on any debt security of such series or in the payment of any Additional Amounts or any sinking fund installment with respect to debt securities of such series, the Trustee may withhold from the holders of debt securities of such series notice of any continuing Default if the Trustee determines in good faith that withholding the notice is in the interests of such holders. Further, in the case of any Default in the performance, or breach, of any covenant or warranty by the Company or the guarantors, if any, with respect to such series, which Default must continue for a period of 90 consecutive days after there has been given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate of the principal amount of outstanding debt securities of that series, no such notice to holders must be given until at least 90 days after the occurrence thereof. In addition, the Company and each guarantor, if any, is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company and such guarantor (as the case may be), a certificate indicating whether the signers thereof know of any Default that occurred during the previous year.
Legal Defeasance and Covenant Defeasance
Unless otherwise specified in the applicable prospectus supplement, the Company may, at its option and at any time, elect to have all of its obligations discharged with respect to any outstanding debt securities or any particular series of debt securities (subject to the survival of certain provisions) (legal defeasance) or to be released from its obligations under certain of the covenants governing any outstanding debt securities or any particular series of debt securities (covenant defeasance), in each case, to the extent set forth in, and subject to the terms of, the Indenture and the debt securities of such series.
The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, payment of the debt securities or the applicable series of debt securities may not be accelerated because of an Event of Default (as described in Description of Debt SecuritiesEvents of Default) with respect to such debt securities or series of debt securities. If the Company exercises its covenant defeasance option, payment of the debt securities or any applicable series of debt securities may not be accelerated because of an Event of Default that resulted from failure of the Company to comply with its obligations under any covenant subject to defeasance, which includes the covenants described in Description of Debt SecuritiesCertain CovenantsLimitation on Liens and, if applicable, other covenants or obligations of the Company as may be specified in the applicable prospectus supplement.
In order to exercise either legal defeasance or covenant defeasance under the Indenture, the Indenture requires, among other conditions, that the Company irrevocably deposit with the trustee, in trust, for the benefit of the holders, money in the currency in which the debt securities or the applicable series of debt securities are payable at stated maturity, upon redemption or upon repurchase, as the case may be, Government Obligations, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized firm of
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independent public accountants, to pay the principal of, premium, if any, and interest on, and, to the extent that (x) such debt securities or series of debt securities provide for the payment of Additional Amounts and (y) the amount of Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by the Company, in the exercise of its reasonable discretion, any Additional Amounts with respect to, the outstanding debt securities or applicable series of debt securities, and any mandatory sinking fund or analogous payments on those debt securities or series of debt securities, on the stated maturity, the redemption date or the date of repurchase, as the case may be. In addition, the Company shall deliver to the Trustee an officers certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) stating that all conditions precedent to such defeasance have been satisfied.
Satisfaction and Discharge
Unless otherwise specified in the applicable prospectus supplement, the Indenture will be discharged as to all debt securities of any series and will cease to be of further effect as to all debt securities of such series, when either:
(1) | all debt securities of such series that have been authenticated and delivered (except lost, stolen or destroyed debt securities that have been replaced or paid and debt securities for whose payment money has been deposited in trust) have been delivered to the Trustee for cancellation; or |
(2) | (a) all debt securities of such series not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise, will become due and payable at their stated maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company (and/or any guarantor of such debt securities, as the case may be) has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the applicable holders, cash in the currency in which such debt securities are payable, Government Obligations or a combination thereof in such amounts as will be sufficient to pay and discharge the entire indebtedness on the debt securities of such series not theretofore delivered to the Trustee for cancellation for principal, premium, if any, accrued interest and, to the extent that (x) such debt securities provide for the payment of Additional Amounts and (y) the amount of any such Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by the Company, in the exercise of its sole discretion, any Additional Amounts, and any mandatory sinking fund or analogous payments on those debt securities, to the date of stated maturity, redemption or repurchase, as the case may be; |
(b) no Default or Event of Default with respect to the debt securities of such series has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or material instrument (other than the Indenture) to which the Company is a party or by which the Company is bound;
(c) the Company has paid or caused to be paid all other sums payable or due and owing by the Company under the Indenture with respect to the outstanding debt securities of such series; and
(d) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the debt securities of such series at maturity, the redemption date or date of repurchase, as the case may be.
In addition, the Company shall deliver to the Trustee an officers certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) stating that all conditions precedent to satisfaction and discharge have been satisfied.
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If the debt securities of any series provide for the payment of Additional Amounts, the Company will remain obligated, following the deposit described above, to pay Additional Amounts on those debt securities to the extent that they exceed the amount deposited in respect of those Additional Amounts as described above.
Modification and Waiver
Modification of Indenture
The Indenture provides that we, any guarantor and the Trustee may, without the consent of any holders of debt securities, enter into supplemental indentures to, among other things:
(1) | evidence the succession of another Person to the Company and/or any guarantor (as applicable) and the assumption by any such successor of the covenants of the Company and/or guarantor therein, in the debt securities or in the applicable guarantee of debt securities; |
(2) | add to the covenants of the Company and/or any guarantor (as applicable) for the benefit of the holders of all or any series of debt securities or to surrender any right or power therein conferred upon the Company and/or such guarantor (as applicable) with respect to all or any series of debt securities; |
(3) | add any additional Events of Default for the benefit of the holders of all or any series of debt securities; |
(4) | to add to or change any of the provisions of the Indenture or the terms of all or any series of debt securities to such extent as shall be necessary to permit or facilitate the issuance of all or any series of debt securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of all or any series of debt securities in uncertificated form; provided, in each case, that all uncertificated debt securities are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986, as amended; |
(5) | add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of debt securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any debt security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the holder of any such debt security with respect to such provision or (ii) shall become effective only when there is no such debt security outstanding; |
(6) | secure any series of debt securities or any guarantee of debt securities; |
(7) | establish the form or terms of debt securities of any series and/or establish the form or terms of any guarantee of debt securities; |
(8) | evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the debt securities of one or more series or to add to or change any of the provisions of the Indenture to provide for more than one Trustee; |
(9) | cure any ambiguity or to correct or supplement any provision in the Indenture or in any supplemental indenture that may be defective or inconsistent with any other provision in the Indenture or in any supplemental indenture; |
(10) | conform the Indenture or any supplemental indenture to the description of the debt securities and/or the guarantees of the debt securities set forth in any prospectus, offering memorandum or supplement to such prospectus or offering memorandum related to such series of debt securities; |
(11) | comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; |
(12) | add guarantees with respect to the debt securities of any series or to confirm and evidence the release, termination or discharge of any such guarantees with respect to the debt securities of any series when such release, termination or discharge is permitted under the Indenture; or |
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(13) | make any other provisions with respect to matters or questions arising under the Indenture or to make any other change that is necessary or desirable; provided that no such provision or change made pursuant to this clause (13) shall have a material adverse effect on the interests of the holders of the outstanding debt securities of any series. |
In addition, modifications and amendments of the Indenture and/or any guarantee of debt securities may be made by us, any applicable guarantor and the Trustee with the consent of the holders of more than 50% of the aggregate principal amount of the outstanding debt securities of each series affected by such modification or amendment, provided, however, that no such modification or amendment may, without the consent of each holder of outstanding debt securities affected thereby,
(1) | change the stated maturity of the principal of, or premium, if any, or of any installment of principal or interest on, or any Additional Amounts, if any, with respect to, any debt securities; |
(2) | reduce the principal amount of or any premium on any debt securities or reduce the interest rate (or modify the calculation of such rate) on or any amount payable upon redemption or repurchase of, or any Additional Amounts payable with respect to, any debt securities or change the Companys obligation to pay Additional Amounts (except as otherwise contemplated and permitted by the Indenture); |
(3) | reduce the amount of the principal of an original issue discount debt security or any other debt security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the terms of the Indenture; |
(4) | change the currency in which any debt securities or any premium or interest thereon, or any Additional Amounts with respect thereto, is payable; |
(5) | impair the right to institute suit for the enforcement of any payment of principal, interest, premium or Additional Amounts on any debt securities on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date, or, in the case of repayment at the option of the holder, on or after the date for repayment); |
(6) | reduce the percentage in principal amount of the outstanding debt securities of any series required for modification or amendment of the Indenture or for any waiver of compliance with certain provisions of the Indenture or for waiver of certain Defaults; or |
(7) | subject to certain limited exceptions, modify any of the provisions set forth in this Description of Debt SecuritiesModification and Waiver section. |
Waiver of Default
The holders of not less than a majority in principal amount of the outstanding debt securities of the series affected by the Default may, on behalf of the holders of all such debt securities of such series, waive any past Default under the Indenture with respect to all of the outstanding debt securities of such series except a continuing Default in the payment of principal of, any premium or interest on, or any Additional Amounts with respect to, such debt securities and a Default in respect of a covenant or provision of the Indenture that cannot be modified or amended without the consent of each holder of the outstanding debt securities of such series affected.
Rescission and Annulment
Pursuant to the terms of the Indenture, the holders of a majority in principal amount of outstanding debt securities may rescind and annul a declaration of acceleration (and its consequences) with respect to the debt securities if (i) the Company or a guarantor, if any, has deposited with the Trustee a sum sufficient to pay all principal, premium and Additional Amounts, if any, interest and funds advanced by the Trustee and the reasonable compensation, expenses and disbursements of the Trustee, its agents and its counsel, (ii) all Events of
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Default with respect to the debt securities, except nonpayment of principal, premium or Additional Amounts, if any, or interest on the debt securities that became due solely because of the acceleration of the debt securities, have been cured or waived pursuant to the Indenture and (iii) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction.
Debt Securities in Foreign Currencies
Unless otherwise specified in the applicable prospectus supplement, whenever the Indenture provides for any action by, or the determination of any of the rights of, or any distribution to, holders of debt securities of any series in which not all of such debt securities are denominated in the same currency, any amount in respect of any debt security denominated in a Foreign Currency shall be treated for any such action, determination or distribution as that amount of U.S. dollars that could be obtained by converting any such Foreign Currency as of the record date with respect to the debt securities of such series for such action, determination or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as we may specify in a written notice to the Trustee. Unless otherwise specified in the applicable prospectus supplement, such conversion shall be at the spot rate for the purchase of the designated Foreign Currency as published in The Financial Times in the Currency Rates section (or, if The Financial Times is no longer published, or such information is no longer available in The Financial Times, such source as may be selected in good faith by us) on any date of determination.
Payment and Paying Agents
Payments on the debt securities of a particular series will be made at the office or agency maintained by us for that purpose in the place of payment specified for such securities (or, if we fail to maintain such office or agency, at the corporate trust office of the Trustee). At our option, however, we may make payments of interest and any Additional Amounts by check mailed to the holders registered address or, with respect to global debt securities, by wire transfer. Payments of interest and any Additional Amounts made on scheduled interest payment dates with respect to a particular debt security will be paid to the person in whose name such debt security is registered at the close of business on the record date for the interest payment.
Unless we inform you otherwise, the Trustee will be designated as our paying agent for payments on the debt securities. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts.
Subject to the requirements of applicable abandoned property law, the Trustee and paying agent will pay to us upon written request any money held by them for payments on the debt securities that remain unclaimed for two years after the date upon which that payment has become due. After payment to us, holders entitled to the money must look to us for payment. In that case, all liability of the Trustee or paying agent with respect to that money will cease.
Notices
Except as otherwise described herein, notice to registered holders of the debt securities will be given by mail to the addresses as they appear in the security register. Notices will be deemed to have been given on the date of such mailing. As long as the debt securities of any series are in the form of one or more global debt securities, notice to holders of such series may be made electronically in accordance with the procedures of the applicable depositary.
Governing Law
The Indenture, the debt securities and each guarantee, if any, will be governed by and construed in accordance with the laws of the State of New York.
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Concerning our Relationship with the Trustee
Deutsche Bank Trust Company Americas will act as Trustee under the Indenture. An affiliate of Deutsche Bank Trust Company Americas is a lender to us under our syndicated credit facility and also provides, from time to time, other services to us in the ordinary course of business.
Certain Definitions
The following defined terms are applicable to the debt securities outstanding under the Indenture in addition to any other defined terms in the Indenture that are not defined herein.
Additional Amounts means any additional amounts which are required by the Indenture or by the terms of any debt security thereunder, under circumstances specified therein, to be paid by the Company in respect of taxes, duties, levies, imposts, assessments or other governmental charges imposed on holders specified therein.
Aircraft Assets means (x) aircraft, airframes, engines (including spare engines), propellers, parts and other operating assets and pre-delivery payments relating to any of the items in this clause (x); and (y) intermediate or operating leases relating to any of the items in the foregoing clause (x).
Capital Lease means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with generally accepted accounting principles.
Capital Stock of a Person means all equity interests in such Person, including any common stock, preferred stock, limited liability or partnership interests (whether general or limited), and all warrants or options with respect to, or other rights to purchase, the foregoing, but excluding Convertible Notes and other indebtedness (other than preferred stock) convertible into equity.
Consolidated Tangible Assets means, at any date, the total assets of the Company and its Subsidiaries reported on the most recently prepared consolidated balance sheet of the Company filed with the SEC or delivered to the Trustee as of the end of a fiscal quarter, less all assets shown on such consolidated balance sheet that are classified and accounted for as intangible assets of the Company or any of its Subsidiaries or that otherwise would be considered intangible assets under generally accepted accounting principles, including, without limitation, franchises, patents and patent applications, trademarks, brand names, unamortized debt discount and goodwill.
Convertible Notes means indebtedness of the Company that is optionally convertible into Capital Stock of the Company (and/or cash based on the value of such Capital Stock) and/or indebtedness of a Subsidiary of the Company that is optionally exchangeable for Capital Stock of the Company (and/or cash based on the value of such Capital Stock).
Default means, with regard to the debt securities of any series outstanding under the Indenture, any event that is, or after the notice or passage of time or both would be, an Event of Default with respect to such series of debt securities.
ECA Indebtedness means any indebtedness incurred in order to fund the deliveries of new Aircraft Assets, which indebtedness is guaranteed by one or more Export Credit Agencies, including guarantees thereof by the Company or any of its Subsidiaries.
Export Credit Agencies means collectively, the export credit agencies or other governmental authorities that provide export financing of new Aircraft Assets (including, but not limited to, the Brazilian Development Bank, Compagnie Francaise dAssurance pour le Commerce Exterieur, Her Britannic Majestys Secretary of State acting by the Export Credits Guarantee Department, Euler-Hermes Kreditversicherungs AG, the Export-Import Bank of the United States, the Export Development Canada or any successor thereto).
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Foreign Currency means any currency, currency unit or composite currency issued by the government of one or more countries other than the United States of America or by any recognized confederation or association of such government.
Government Obligation means (x) any security that is (i) a direct obligation of the United States of America or the other government or governments in the confederation which issued the Foreign Currency in which the principal of or any premium or interest on the relevant debt security or any Additional Amounts in respect thereof shall be payable, in each case, where the payment or payments thereunder are supported by the full faith and credit of such government or governments or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case, where the payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, which, in either case of (i) or (ii), is not callable or redeemable at the option of the issuer or issuers thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended from time to time) as custodian with respect to any Government Obligation that is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any such Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
Lien means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any Capital Lease, upon or with respect to any property or asset of such Person.
Non-Recourse Indebtedness means, with respect to any Person, any indebtedness of such Person or its Subsidiaries that is, by its terms, recourse only to specific assets and non-recourse to the assets of such Person generally and that is neither guaranteed by any Affiliate (other than a Subsidiary) of such Person or would become the obligation of any Affiliate (other than a Subsidiary) of such Person upon a default thereunder, other than (i) recourse for fraud, misrepresentation, misapplication of cash, waste, environmental claims and liabilities, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate guaranty or indemnification agreements in non-recourse financings, (ii) recourse to the equity interests of such Person or its Subsidiaries and to a guarantee by the Company or any Affiliate of the Company that does not exceed 10% of the outstanding indebtedness of such Person and its Subsidiaries, including such a guarantee of Warehouse Facility Indebtedness, and (iii) the existence of a guarantee that does not constitute a guarantee of payment of principal, interest or premium on indebtedness.
Person means any individual, corporation, partnership, joint venture, trust, unincorporated organization, limited liability company or government or any agency or political subdivision thereof.
Special Purpose Aircraft Financing Entity means a Subsidiary of the Company (x) that engages in no business other than the purchase, finance, refinance, lease, sale and management of Aircraft Assets, the ownership of Special Purpose Aircraft Financing Entities and business incidental thereto; (y) substantially all of the assets of which are comprised of Aircraft Assets and/or Capital Stock in Special Purpose Aircraft Financing Entities; and (z) that is not obligated under, or the organizational documents or financing documents of which prevent it from incurring, in each case, indebtedness for money borrowed other than indebtedness incurred to finance or refinance the purchase, lease or acquisition of Aircraft Assets and the purchase of Special Purpose Aircraft Financing Entities or the cost of construction, repair, refurbishment, modification or improvement thereof.
Subsidiary of any Person means (x) any corporation, association or similar business entity (other than a partnership, limited liability company or similar entity) of which more than 50% of the total ordinary voting
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power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors or trustees thereof (or Persons performing similar functions) or (y) any partnership, limited liability company, trust or similar entity of which more than 50% of the capital accounts, distribution rights or total equity, as applicable, is, in the case of clauses (x) and (y), at the time owned, directly or indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.
Warehouse Facility means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note and/or other security issuance facilities and commercial paper facilities, with a financial institution or other lender or purchaser exclusively to finance or refinance the purchase by the Company or a Subsidiary of the Company of Aircraft Assets.
Warehouse Facility Indebtedness means indebtedness under any Warehouse Facility; provided that the amount of any particular Warehouse Facility Indebtedness as of any date of determination shall be calculated in accordance with GAAP.
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General
The following is a summary of the rights of Air Lease Corporations (our or we) Class A Common Stock, Class B Non-Voting Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and preferred stock (each as defined below) and of certain provisions of our restated certificate of incorporation and fourth amended and restated bylaws. This summary is subject to, and qualified in its entirety by reference to, the terms of our restated certificate of incorporation, the certificates of designations for our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, our fourth amended and restated bylaws and the provisions of applicable Delaware law. For more detailed information, please see our restated certificate of incorporation, the certificates of designations for our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and our fourth amended and restated bylaws, each of which are filed as exhibits to reports we file with the SEC.
Authorized Capitalization
We are authorized to issue 500,000,000 shares of Class A Common Stock, $0.01 par value per share (Class A Common Stock), 10,000,000 shares of Class B Non-Voting Common Stock, $0.01 par value per share (Class B Non-Voting Common Stock, and together with the Class A Common Stock, the common stock), and 50,000,000 shares of preferred stock, $0.01 par value per share (preferred stock), the rights and preferences of which may be established from time to time by our board of directors.
As of April 19, 2024, 111,366,907 shares of Class A Common Stock were outstanding, no shares of Class B Non-Voting Common Stock were outstanding, 10,000,000 shares of 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A (Liquidation Preference $25.00 Per Share) (the Series A Preferred Stock) were outstanding, 300,000 shares of 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (Liquidation Preference $1,000.00 Per Share) (the Series B Preferred Stock) were outstanding and 300,000 shares of 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (Liquidation Preference $1,000.00 Per Share) (the Series C Preferred Stock) were outstanding. As of April 19, 2024, we have 3,719,460 shares of Class A Common Stock available for new award grants under the Air Lease Corporation 2023 Equity Incentive Plan.
Common Stock
Our restated certificate of incorporation provides that, except with respect to voting rights and conversion rights, the Class A Common Stock and Class B Non-Voting Common Stock will be treated equally and identically.
Holders of our Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including the election of directors. Holders of Class B Non-Voting Common Stock are not entitled to any vote, other than with respect to amendments to the terms of the Class B Non-Voting Common Stock that would significantly and adversely affect the rights or preferences of the Class B Non-Voting Common Stock, including, without limitation, with respect to the convertibility thereof, or as otherwise required by law. The holders of Class A Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action, except (i) as described in this paragraph for our Class B Common Stock and below under 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series AVoting Rights, 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BVoting Rights and 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series CVoting Rights, (ii) with respect to any amendments to our restated certificate of incorporation, including any certificates of designation, that alter or change the powers, preferences, or special rights of any outstanding class of capital stock so as to affect that class adversely, (iii) as may be provided in our restated certificate of incorporation for any other series of capital stock we may issue in the future and (iv) as otherwise required by law.
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Except as otherwise provided by law, our restated certificate of incorporation or our fourth amended and restated bylaws, all matters to be voted on by our stockholders require approval by a majority of the shares present in person or by proxy at a meeting of stockholders and entitled to vote on the subject matter. Except as provided in the following sentence, director nominees are elected to our board of directors if the votes cast for such nominees election exceed the votes cast against such nominees election. Director nominees are elected by a plurality of the votes cast at any meeting of stockholders if (i) we have received notices that a stockholder has nominated a person for election to our board of directors in compliance with the advance notice requirements for stockholder nominees set forth in our fourth amended and restated bylaws and (ii) such nomination has not been withdrawn by the stockholder on or prior to the day next preceding the date we first mail our notice of meeting for such meeting to the stockholders. Holders of shares of Class A Common Stock do not have cumulative voting rights in connection with the election of directors, which means the holders of a majority of the shares of Class A Common Stock entitled to vote in any election of directors are able to elect all of the directors standing for election, except as described below under 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series AVoting RightsRight to Elect Two Directors on Nonpayment of Dividends, 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series BVoting RightsRight to Elect Two Directors on Nonpayment of Dividends and 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series CVoting RightsRight to Elect Two Directors on Nonpayment of Dividends.
Each share of Class B Non-Voting Common Stock is convertible into one share of Class A Common Stock at the option of the holder, and will automatically convert at the time it is transferred to a third party unaffiliated with such initial holder, subject to applicable transfer restrictions.
Any amendment to the terms of the Class A Common Stock will apply equally to the Class B Non-Voting Common Stock and the Class B Non-Voting Common Stock will have all of the same rights as the Class A Common Stock, except as to voting and convertibility, and will be treated equally in all respects with the Class A Common Stock, including, without limitation, with respect to dividends.
Subject to any preferential rights of any then outstanding preferred stock, including the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, holders of common stock are entitled to receive any dividends that may be declared by our board of directors out of legally available funds.
In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to receive proportionately any of our assets remaining after the payment of liabilities and any preferential rights of the holders of our then outstanding preferred stock, including the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.
Except as described in this prospectus, holders of common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock will be subject to those of the holders of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and any other shares of our preferred stock we may issue in the future.
Preferred Stock
Our restated certificate of incorporation authorizes our board of directors to issue and to designate the terms of one or more classes or series of preferred stock. The rights with respect to a class or series of preferred stock may be greater than the rights attached to our common stock. It is not possible to state the actual effect of the issuance of any future shares of our preferred stock on the rights of holders of our common stock until our board of directors determines the specific rights attached to that class or series of preferred stock.
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6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A
General
The Series A Preferred Stock represents a single series of our authorized preferred stock. We have filed a certificate of designations with respect to the Series A Preferred Stock with the Secretary of State of the State of Delaware. The outstanding shares of the Series A Preferred Stock are fully paid and non-assessable.
The number of authorized shares of the Series A Preferred Stock is 10,000,000 and the stated amount per share is $25.00. The number of authorized shares of the Series A Preferred Stock may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock, less all shares of any other series of preferred stock authorized at the time of such increase) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by resolution of our board of directors (or a duly authorized committee of our board of directors), without the vote or consent of the holders of the Series A Preferred Stock. Shares of the Series A Preferred Stock that are redeemed, repurchased or otherwise acquired by us will be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series. We have the authority to issue fractional shares of the Series A Preferred Stock.
The Series A Preferred Stock is not convertible into, or exchangeable for, shares of our common stock or any other class or series of our other securities and is not subject to any sinking fund or any other obligation of us for their repurchase or retirement. The Series A Preferred Stock has no stated maturity.
We reserve the right to re-open the series of the Series A Preferred Stock and issue additional shares of the Series A Preferred Stock either through public or private sales at any time and from time to time without notice to or the consent of holders of Series A Preferred Stock. The additional shares of the Series A Preferred Stock would be deemed to form a single series with the outstanding Series A Preferred Stock. Each share of the Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock, except that shares of Series A Preferred Stock issued after March 5, 2019 shall accrue dividends from the date they are issued. References to the accrual of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
Additional preferred stock may be issued from time to time in one or more series, each with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as our board of directors (or a duly authorized committee of our board of directors) may determine prior to the time of such issuance.
Ranking
The Series A Preferred Stock ranks, with respect to dividend rights and rights upon our voluntary or involuntary liquidation, dissolution or winding up:
| senior to all classes or series of our common stock, and to any other class or series of our capital stock expressly designated as ranking junior to the Series A Preferred Stock; |
| on parity with any other class or series of our capital stock expressly designated as ranking on parity with the Series A Preferred Stock, including our Series B Preferred Stock and Series C Preferred Stock; and |
| junior to any other class or series of our capital stock expressly designated as ranking senior to the Series A Preferred Stock. |
The term capital stock does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to the Series A Preferred Stock. As of the date of this prospectus, with respect to our Series A Preferred Stock, we do not have any junior stock (as defined below) other than the
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common stock and we do not have any parity stock other than the Series B Preferred Stock and Series C Preferred Stock, each as described below. As of the date of this prospectus, with respect to our Series A Preferred Stock, we have no senior capital stock or any convertible or exchangeable debt securities outstanding.
The Series A Preferred Stock also ranks junior in right of payment to our existing and future debt obligations, including any subordinated debt, and liabilities.
Dividends
Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by our board of directors (or a duly authorized committee of our board of directors), only out of funds legally available therefor, non-cumulative cash dividends as follows:
| From March 5, 2019 (the date of original issue) to, but excluding, March 15, 2024 (such period, the Fixed-Rate Period), dividends will be payable on the stated amount of $25.00 per share at a rate of 6.150% per annum, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2019. |
| From, and including, March 15, 2024 (such period, the Floating-Rate Period), dividends will be payable on the stated amount of $25.00 per share at a rate equal to three-month LIBOR (as defined below) plus 3.650% per annum, reset quarterly, payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2024, subject to potential adjustment as provided in clause (iii) of the definition of three-month LIBOR. |
Each date on which dividends are payable pursuant to the foregoing clauses, subject to adjustment as provided below, is a dividend payment date, and dividends for each dividend payment date are payable with respect to the dividend period (or portion thereof) ending on the day preceding such respective dividend payment date, in each case to holders of record on the 15th calendar day before such dividend payment date or such other record date not more than 30 nor less than 10 days preceding such dividend payment date fixed for that purpose by our board of directors (or a duly authorized committee of our board of directors) in advance of payment of each particular dividend.
If any such date on or before March 15, 2024 is not a business day, then such date will nevertheless be a dividend payment date, but dividends on the Series A Preferred Stock, when, as and if declared, will be paid on the next succeeding business day (without adjustment in the amount of the dividend per share of Series A Preferred Stock). If any such date after March 15, 2024 that would otherwise be a dividend payment date is not a business day, then the next succeeding business day will be the applicable dividend payment date and dividends on the Series A Preferred Stock, when, as and if declared, will be paid on such next succeeding business day, unless such day falls in the next calendar month, in which case the dividend payment date will be brought forward to the immediately preceding day that is a business day.
The amount of the dividend per share of the Series A Preferred Stock is calculated (a) for each dividend period (or portion thereof) in the Fixed-Rate Period, on the basis of a 360-day year consisting of twelve 30-day months, and (b) for each dividend period (or portion thereof) in the Floating-Rate Period, based on the actual number of days in the dividend period and a 360-day year, subject to potential adjustment as provided in clause (iii) of the definition of three-month LIBOR.
Dividends on shares of the Series A Preferred Stock are not cumulative and are not mandatory. If our board of directors (or a duly authorized committee of our board of directors) does not declare a dividend on the Series A Preferred Stock in respect of a dividend period, then holders of the Series A Preferred Stock are not entitled to receive any dividends not declared by our board of directors (or a duly authorized committee of our board of directors) and no interest, or sum of money in lieu of interest or dividends, shall be payable in respect of any dividend not so declared, whether or not our board of directors (or a duly authorized committee of our board of
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directors) declares a dividend on the Series A Preferred Stock or any other series of our preferred stock or on our common stock for any future dividend period.
The establishment of three-month LIBOR for each dividend period in the Floating-Rate Period by the calculation agent (including, for the avoidance of doubt, at the direction of us in the case of clause (iii) of the definition of three-month LIBOR) or IFA (as defined below), as applicable, shall, in the absence of manifest error, be final and binding. For the avoidance of doubt, any adjustments made pursuant to clause (iii) of the definition of three-month LIBOR shall not be subject to the vote or consent of the holders of the Series A Preferred Stock.
As used in this section of the prospectus under the heading 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A:
A business day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York.
dividend period means each period from and including a dividend payment date (except that the initial dividend period shall commence on and include the date of original issue of the Series A Preferred Stock) and continuing to, but excluding, the next succeeding dividend payment date.
dividend determination date means, with respect to a dividend period during the Floating-Rate Period, the second London banking day prior to the beginning of such dividend period.
London banking day means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
three-month LIBOR for each dividend determination date related to the Floating-Rate Period will be determined by the calculation agent as follows:
(i) | The rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months that appears on Reuters Page LIBOR01 (as defined herein) as of 11:00 a.m., London time, on that dividend determination date. If no such rate appears, then three-month LIBOR, in respect of that dividend determination date, will be determined in accordance with the provisions described in (ii) below. |
(ii) | With respect to a dividend determination date on which no rate appears on Reuters Page LIBOR01, we will request the principal London offices of each of four major reference banks in the London interbank market (which may include affiliates of the underwriters), as selected by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related dividend determination date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that dividend determination date and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then three-month LIBOR on that dividend determination date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then three-month LIBOR on the dividend determination date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in The City of New York, on the dividend determination date by three major banks in The City of New York (which may include affiliates of the underwriters) selected by us for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related dividend reset date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market at that time. If at least two such rates are so provided, three-month LIBOR on the dividend determination date will be the arithmetic mean of such rates. |
(iii) | Notwithstanding clauses (i) and (ii) above, if we, in our sole discretion, determine that three-month LIBOR has been permanently discontinued or is no longer viewed as an acceptable benchmark for securities like the Series A Preferred Stock and we have notified the calculation agent of such |
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determination (a LIBOR Event), the calculation agent will use, as directed by us, as a substitute for three-month LIBOR (the Alternative Rate) for each future dividend determination date, the alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with market practice regarding a substitute for three-month LIBOR. As part of such substitution, the calculation agent will, as directed by us, make such adjustments to the Alternative Rate or the spread thereon, as well as the business day convention, dividend determination dates and related provisions and definitions (Adjustments), in each case that are consistent with market practice for the use of such Alternative Rate. Notwithstanding the foregoing, if we determine that there is no alternative reference rate selected by the central bank, reserve bank, monetary authority or any similar institution (including any committee or working group thereof) that is consistent with market practice regarding a substitute for three-month LIBOR, we may, in our sole discretion, appoint an independent financial advisor (IFA) to determine an appropriate Alternative Rate and any Adjustments, and the decision of the IFA will be binding on us, the calculation agent and the holders of Series A Preferred Stock. If on any dividend determination date during the Floating-Rate Period (which may be the first dividend determination date of the Floating-Rate Period) a LIBOR Event has occurred prior to such dividend determination date and for any reason an Alternative Rate has not been determined or there is no such market practice for the use of such Alternative Rate (and, in each case, an IFA has not determined an appropriate Alternative Rate and Adjustments or an IFA has not been appointed) as of such dividend determination date, then commencing on such dividend determination date the dividend rate, business day convention and manner of calculating dividends applicable during the Fixed-Rate Period will be in effect for the applicable dividend period and will remain in effect during the remainder of the Floating-Rate Period. |
Reuters Page LIBOR01 means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or on any similar, successor or substitute page of such service, or any successor to or substitute for such service providing rate quotations comparable to those currently provided on such page of such service, as determined by us from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market) for the purpose of displaying London interbank offered rates of major banks for U.S. dollars.
Occurrence of a LIBOR Event
On June 20, 2023, we determined and notified the calculation agent that a LIBOR Event had occurred and that the Alternative Rate for each dividend determination date during the Floating-Rate Period would be the three-month CME Term SOFR plus an Adjustment of 0.10 percent.
Restrictions on Dividends, Redemption and Repurchases
So long as any share of the Series A Preferred Stock remains outstanding, unless dividends on all outstanding shares of the Series A Preferred Stock for the most recently completed dividend period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment,
(i) | no dividend may be declared or paid or set aside for payment, and no distribution may be made, on any share of our common stock or other junior stock (as defined below), |
(ii) | no shares of common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, and |
(iii) | no shares of any class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly. |
The foregoing sentence, however, does not apply to or prohibit:
(i) | repurchases, redemptions or other acquisitions of shares of junior stock as a result of (1) a reclassification of junior stock for or into other junior stock, (2) the exchange or conversion of one or |
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more shares of junior stock for or into one or more shares of junior stock or (3) the purchase of fractional interests in shares of junior stock under the conversion or exchange provisions of junior stock or the security being converted or exchanged; |
(ii) | repurchases, redemptions or other acquisitions of shares of junior stock through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock; |
(iii) | repurchases, redemptions or other acquisitions of shares of junior stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or (2) a dividend reinvestment or stockholder stock purchase plan; |
(iv) | any declaration of a dividend in connection with any stockholders rights plan, or the issuance of rights, stock or other property under any stockholders rights plan, or the redemption or repurchase of rights pursuant to the plan; |
(v) | any dividend paid on junior stock in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or is other junior stock; or |
(vi) | any pro rata purchase or pro rata exchange of all or a pro rata portion of the Series A Preferred Stock and any class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock pursuant to an offer made on the same terms to holders of all shares of Series A Preferred Stock and to holders of all shares of any class or series of capital stock ranking, as to dividends, on parity with the Series A Preferred Stock. |
As used in this section of the prospectus under the heading 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, junior stock means our common stock and any other class or series of our capital stock that ranks junior to the Series A Preferred Stock either as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up.
If our board of directors (or a duly authorized committee of our board of directors) elects to declare only partial instead of full dividends for a dividend payment date and related dividend period on the shares of Series A Preferred Stock or any class or series of our stock that ranks on a parity with Series A Preferred Stock in the payment of current dividends (dividend parity stock), then, to the extent permitted by the terms of the Series A Preferred Stock and each outstanding series of dividend parity stock, such partial dividends shall be declared on shares of the Series A Preferred Stock and dividend parity stock, and dividends so declared shall be paid, as to any such dividend payment date and related dividend period, in amounts such that the ratio of the partial dividends declared and paid on each such series to full dividends on each such series is the same. As of the date of this prospectus, with respect to our Series A Preferred Stock, dividend parity stock includes our Series B Preferred Stock and our Series C Preferred Stock. As used in this paragraph, full dividends means, as to any dividend parity stock that bears dividends on a cumulative basis, the amount of dividends that would need to be declared and paid to bring such dividend parity stock current in dividends, including undeclared dividends for past dividend periods. To the extent a dividend period with respect to the Series A Preferred Stock or any series of dividend parity stock (in either case, the first series) coincides with more than one dividend period with respect to another series as applicable (in either case, a second series), then, for purposes of this paragraph, our board of directors (or a duly authorized committee of our board of directors) may, to the extent permitted by the terms of each affected series, treat such dividend period for the first series as two or more consecutive dividend periods, none of which coincides with more than one dividend period with respect to the second series, or may treat such dividend period(s) with respect to any dividend parity stock and dividend period(s) with respect to the Series A Preferred Stock for purposes of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such dividend parity stock and the Series A Preferred Stock.
Subject to the foregoing, dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of our board of directors) may be declared and paid on any common
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stock or other junior stock from time to time out of any funds legally available therefor, and the shares of the Series A Preferred Stock shall not be entitled to participate in any such dividend.
Redemption
We may, at our option, redeem the Series A Preferred Stock (i) in whole or in part, from time to time, on or after March 15, 2024, for cash at a redemption price of $25.00 per share, or (ii) in whole but not in part, at any time within 90 days following a Rating Agency Event (as defined herein), for cash at a redemption price of $25.50 per share, in each of cases (i) and (ii), plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
As used in this section of the prospectus under the heading 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, a Rating Agency Event means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act of 1934, as amended (the Exchange Act) that then publishes a rating for us amends, clarifies or changes the methodology or criteria that it employed for purposes of assigning equity credit to securities such as the Series A Preferred Stock on the original issue date of the Series A Preferred Stock (the current methodology), which amendment, clarification or change either (i) shortens the period of time during which equity credit pertaining to the Series A Preferred Stock would have been in effect had the current methodology not been changed or (ii) reduces the amount of equity credit assigned to the Series A Preferred Stock as compared with the amount of equity credit that such rating agency had assigned to the Series A Preferred Stock as of the original issue date.
The redemption price for any shares of Series A Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to us or our agent, if the shares of Series A Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the applicable record date for a dividend period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the applicable dividend payment date.
In case of any redemption of only part of the shares of the Series A Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either on a pro rata basis (as nearly as practicable without creating fractional shares) or by lot. Subject to the provisions hereof, our board of directors (or a duly authorized committee of our board of directors) shall have full power and authority to prescribe the terms and conditions on which shares of the Series A Preferred Stock shall be redeemed from time to time. If we shall have issued certificates for the Series A Preferred Stock and fewer than all shares represented by any certificates are redeemed, new certificates shall be issued representing the unredeemed shares without charge to the holders thereof.
Notice of every redemption of shares of the Series A Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on our books. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this paragraph shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of the Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A Preferred Stock. Notwithstanding the foregoing, if the shares of the Series A Preferred Stock are issued in book-entry form through The Depository Trust Company (DTC) or any other similar facility, notice of redemption may be given to the holders of the Series A Preferred Stock at such time and in any manner permitted by such facility.
Each such notice given to a holder shall state:
| the redemption date; |
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| the number of shares of the Series A Preferred Stock to be redeemed; |
| the redemption price; |
| the place or places where certificates for such shares of the Series A Preferred Stock are to be surrendered for payment of the redemption price; and |
| that dividends on such shares will cease to accrue on and after the redemption date. |
If we redeem fewer than all of the shares of Series A Preferred Stock, the notice of redemption mailed (or sent in accordance with the procedures of the applicable facility) to each stockholder will also specify the number of shares of the Series A Preferred Stock that we will redeem from each stockholder or the method for determining such number.
If notice of redemption has been duly given, and if on or before the redemption date specified in the notice, all funds necessary for the redemption have been set aside by us, separate and apart from our other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available for that purpose, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation in the case that the shares of the Series A Preferred Stock are issued in certificated form, dividends shall cease to accrue on and after the redemption date for all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption date, without interest. Any funds unclaimed at the end of two years from the redemption date, to the extent permitted by law, shall be released from the trust so established and may be commingled with our other funds, and after that time the holders of the shares so called for redemption shall look only to us for payment of the redemption price of such shares.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to or set aside for the holders of shares of our common stock or any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock, holders of Series A Preferred Stock will be entitled to receive out of our assets legally available for distribution to our stockholders (i.e., after satisfaction of all our liabilities to creditors, if any) an amount equal to the stated amount, plus any dividends that have been declared but not paid prior to the date of payment of distributions to stockholders, without regard to any undeclared dividends (the liquidation preference). If our assets are not sufficient to pay the liquidation preference in full to all holders of the Series A Preferred Stock and all holders of any class or series of our stock that ranks on a parity with the Series A Preferred Stock in the distribution of assets on our liquidation, dissolution or winding up (the liquidation preference parity stock), the amounts paid to the holders of Series A Preferred Stock and to the holders of all liquidation preference parity stock shall be pro rata in accordance with the respective aggregate liquidation preferences of the Series A Preferred Stock and all such liquidation preference parity stock. As of the date of this prospectus, with respect to our Series A Preferred Stock, liquidation preference parity stock includes the Series B Preferred Stock and the Series C Preferred Stock. In any such distribution, the liquidation preference of any holder of our stock other than the Series A Preferred Stock means the amount otherwise payable to such holder in such distribution (assuming no limitation on our assets available for such distribution), including an amount equal to any declared but unpaid dividends in the case of any holder or stock on which dividends accrue on a non-cumulative basis and, in the case of any holder of stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not earned or declared, as applicable. If the liquidation preference has been paid in full to all holders of the Series A Preferred Stock and all holders of any liquidation preference parity stock, holders of shares of the Series A Preferred Stock and all holders of any liquidation preference parity stock will have no right or claim to any of our remaining assets and the holders of shares of our common stock or any class or series of capital stock
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ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series A Preferred Stock, will be entitled to receive all of our remaining assets according to their respective rights and preferences.
For purposes of the liquidation rights, the merger, consolidation or other business combination of us with or into any other corporation, including a transaction in which the holders of the Series A Preferred Stock receive cash or property for their shares, or the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our assets, shall not constitute a liquidation, dissolution or winding up of us.
No Maturity, Sinking Fund or Mandatory Redemption
The Series A Preferred Stock has no maturity date and we are not required to redeem the Series A Preferred Stock at any time. Accordingly, the Series A Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption rights. The Series A Preferred Stock is not subject to any sinking fund.
Voting Rights
Except as indicated below or otherwise required by law, the holders of the Series A Preferred Stock do not have any voting rights.
Right to Elect Two Directors on Nonpayment of Dividends
Whenever dividends on any shares of the Series A Preferred Stock, or any other voting preferred stock (as defined below), shall have not been declared and paid for the equivalent of six full quarterly dividend payments, whether or not for consecutive dividend periods (a nonpayment), the holders of such shares, voting together as a class with holders of any and all other series of voting preferred stock then outstanding, will be entitled to vote for the election of a total of two additional members of our Board of Directors (the preferred stock directors), provided that the election of any such directors shall not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors and provided further that our board of directors shall at no time include more than two preferred stock directors. In that event, the number of directors on our board of directors shall automatically increase by two, and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 20% of the Series A Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting.
If and when dividends for at least four consecutive quarterly dividend periods following a nonpayment have been paid in full on the Series A Preferred Stock and any other class or series of voting preferred stock, the holders of the Series A Preferred Stock and all other holders of voting preferred stock shall be divested of the foregoing voting rights (subject to revesting in the event of each subsequent nonpayment), the term of office of each preferred stock director so elected shall automatically terminate and the number of directors on the board of directors shall automatically decrease by two. In determining whether dividends have been paid for at least four consecutive quarterly dividend periods following a nonpayment, we may take account of any dividend we elect to pay for any dividend period after the regular dividend payment date for that period has passed. Any preferred stock director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series A Preferred Stock together with all series of voting preferred stock then outstanding (voting together as a single class) to the extent such holders have the voting rights described above. So long as a nonpayment shall continue, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preferred stock director
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remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock and all voting preferred stock when they have the voting rights described above (voting together as a single class); provided that the filling of any such vacancy shall not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. Any such vote to remove, or to fill a vacancy in the office of, a preferred stock director may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series A Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders). The preferred stock directors shall each be entitled to one vote per director on any matter.
As used in this section of the prospectus under the heading 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, voting preferred stock means any other class or series of preferred stock of Air Lease Corporation ranking equally with the Series A Preferred Stock, including the Series B Preferred Stock and Series C Preferred Stock, as to dividends (whether cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of Air Lease Corporation and upon which like voting rights to the Series A Preferred Stock have been conferred and are exercisable. Whether a plurality, majority or other portion of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and any other voting preferred stock have been voted in favor of any matter shall be determined by reference to the liquidation preference of the shares voted.
Other Voting Rights
So long as any shares of the Series A Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by our restated certificate of incorporation, the vote or consent of the holders of at least two-thirds of the shares of the Series A Preferred Stock at the time outstanding, voting together as a single class with any other series of preferred stock entitled to vote thereon (to the exclusion of all other series of preferred stock), given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating:
| Amendment of Certificate of Incorporation or Certificate of Designations. Any amendment, alteration or repeal of any provision of our restated certificate of incorporation or the certificate of designations for the Series A Preferred Stock that would materially and adversely alter or change the voting powers, preferences or special rights of the Series A Preferred Stock, taken as a whole; provided, however, that the amendment of the certificate of incorporation so as to authorize or create, or to increase the authorized amount of, any class or series of capital stock that does not rank senior to the Series A Preferred Stock in either the payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets on our liquidation, dissolution or winding up shall not be deemed to materially or adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock; |
| Authorization of Senior Stock. Any amendment or alteration of the restated certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking senior to Series A Preferred Stock in the payment of dividends or in the distribution of assets on our liquidation, dissolution or winding up; or |
| Share Exchanges, Reclassifications, Mergers and Consolidations and Other Transactions. Any consummation of (x) a binding share exchange or reclassification involving the Series A Preferred Stock or (y) a merger or consolidation of us with another entity (whether or not a corporation), unless in each case (A) the shares of Series A Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, the shares of |
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Series A Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series A Preferred Stock, taken as a whole, immediately prior to such consummation. |
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would materially and adversely affect the rights, preferences, privileges and voting powers, and restrictions and limitations, taken as a whole, of one or more but not all series of voting preferred stock (including the Series A Preferred Stock for this purpose), then only the series so affected and entitled to vote shall vote, together as a class, to the exclusion of all other series of preferred stock. If all series of preferred stock are not equally affected by the proposed amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above, then only a two-thirds approval of each such series that is materially and adversely affected shall be required.
Without the consent of the holders of the Series A Preferred Stock, we may amend, alter, supplement or repeal any terms of the Series A Preferred Stock:
| to cure any ambiguity, or to cure, correct or supplement any provision contained in the certificate of designations for the Series A Preferred Stock that may be defective or inconsistent, so long as such action does not materially and adversely affect the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole; |
| to conform the certificate of designations to the description of the Series A Preferred Stock set forth in the prospectus supplement dated February 26, 2019; or |
| to make any provision with respect to matters or questions arising with respect to the Series A Preferred Stock that is not inconsistent with the provisions of the certificate of designations, including, without limitation, to implement the terms of clause (iii) of the definition of three-month LIBOR following the occurrence of a LIBOR Event. |
The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required shall be effected, all outstanding shares of the Series A Preferred Stock have been redeemed or called for redemption on proper notice and sufficient funds have been set aside by us for the benefit of the holders of the Series A Preferred Stock to effect the redemption unless in the case of a vote or consent required to authorize senior stock if all outstanding shares of the Series A Preferred Stock are being redeemed with the proceeds from the sale of the stock to be authorized.
Holders of the Series A Preferred Stock will not have any voting rights with respect to, and the consent of the holders of Series A Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series A Preferred Stock, except as set forth above.
In any matter in which Series A Preferred Stock may vote (as expressly provided in the certificate of designations setting forth the terms of the Series A Preferred Stock), each share of the Series A Preferred Stock shall be entitled to one vote per $25.00 of liquidation preference. As a result, each share of the Series A Preferred Stock will generally be entitled to one vote. If the Series A Preferred Stock and any other parity stock are entitled to vote together as a single class on any matter, the holders of each will vote in proportion to their respective liquidation preferences.
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Voting Rights Under Delaware Law
Under current provisions of the Delaware General Corporation Law, the holders of issued and outstanding preferred stock are entitled to vote as a class, with the consent of the majority of the class being required to approve an amendment to our restated certificate of incorporation if the amendment would increase or decrease the aggregate number of authorized shares of such class or increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. If any such proposed amendment would alter or change the powers, preferences or special rights of one or more series of preferred stock so as to affect them adversely, but would not so affect the entire class of preferred stock, only the shares of the series so affected shall be considered a separate class for purposes of this vote on the amendment.
No Preemptive and Conversion Rights
Holders of the Series A Preferred Stock do not have any preemptive rights. The Series A Preferred Stock is not convertible into or exchangeable for property or shares of any other series or class of our capital stock.
Additional Classes or Series of Stock
We have the right to create (including by increasing the total number of authorized shares of our capital stock) and issue additional classes or series of stock ranking equally with or junior to the Series A Preferred Stock as to dividends and distribution of assets upon our liquidation, dissolution, or winding up without the consent of the holders of the Series A Preferred Stock.
Transfer Agent and Registrar
Equiniti Trust Company, LLC is the transfer agent and registrar for the Series A Preferred Stock as of the date of this prospectus. We may terminate such appointment and may appoint a successor transfer agent and/or registrar at any time and from time to time. The transfer agent and/or registrar may be a person or entity affiliated with us.
Calculation Agent
As used in this section of the prospectus under the heading 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, the calculation agent means, at any time, us, an entity affiliated with us, or the person or entity appointed by us pursuant to a calculation agent agreement between us and a calculation agent (the calculation agency agreement) and serving as such agent with respect to the Series A Preferred Stock at such time. Deutsche Bank Trust Company Americas is the calculation agent for the Series A Preferred Stock as of the date of this prospectus. We may terminate any such appointment and may appoint a successor agent at any time and from time to time. We may appoint ourselves or an affiliate of ours as calculation agent. Notwithstanding anything to the contrary set forth herein, whenever the calculation agent is referred to as selecting, determining or otherwise exercising discretion hereunder, this shall mean the calculation agent acting in accordance with and under the terms of the calculation agency agreement. This prospectus describes certain terms for calculating or determining rates. The calculation agent will be required to make certain determinations and calculations in accordance with the calculation agency agreement and as summarized herein. Those determinations or calculations will be conclusive for all purposes and final and binding without any liability on the part of the calculation agent, except such as may result from gross negligence, willful misconduct or bad faith of the calculation agent or any of its direct or indirect shareholders, subsidiaries, affiliates, officers, directors or employees.
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4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B
General
The Series B Preferred Stock represents a single series of our authorized preferred stock. We have filed a certificate of designations with respect to the Series B Preferred Stock with the Secretary of State of the State of Delaware. The outstanding shares of the Series B Preferred Stock are fully paid and non-assessable.
The number of authorized shares of the Series B Preferred Stock is 300,000 and the stated amount per share is $1,000.00. The number of authorized shares of the Series B Preferred Stock may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock, less all shares of any other series of preferred stock authorized at the time of such increase) or decreased (but not below the number of shares of the Series B Preferred Stock then outstanding) by resolution of our board of directors (or a duly authorized committee of our board of directors), without the vote or consent of the holders of the Series B Preferred Stock. Shares of the Series B Preferred Stock that are redeemed, repurchased or otherwise acquired by us will be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series. We have the authority to issue fractional shares of the Series B Preferred Stock.
The Series B Preferred Stock is not convertible into, or exchangeable for, shares of our common stock or any other class or series of our other securities and is not subject to any sinking fund or any other obligation of us for their repurchase or retirement. The Series B Preferred Stock has no stated maturity.
We reserve the right to re-open the series of Series B Preferred Stock and issue additional shares of the Series B Preferred Stock either through public or private sales at any time and from time to time without notice to or the consent of holders of the Series B Preferred Stock. The additional shares of the Series B Preferred Stock would be deemed to form a single series with the Series B Preferred Stock. Each share of the Series B Preferred Stock shall be identical in all respects to every other share of the Series B Preferred Stock, except that shares of the Series B Preferred Stock issued after March 2, 2021 shall accrue dividends from the later of March 2, 2021 (the original issue date of the initial issuance of the Series B Preferred Stock) and the dividend payment date, if any, immediately prior to the original issue date of such additional shares.
In addition, subject to the limitations described herein, we may issue additional preferred stock from time to time in one or more series, each with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as our board of directors (or a duly authorized committee of our board of directors) may determine prior to the time of such issuance.
Ranking
The Series B Preferred Stock ranks, with respect to dividend rights and rights as to the distribution of assets upon our voluntary or involuntary liquidation, dissolution or winding up:
| senior to all junior stock (as defined below); |
| on a parity with our Series A Preferred Stock, Series C Preferred Stock and any other class or series of our capital stock expressly designated as ranking on a parity with the Series B Preferred Stock; and |
| junior to any class or series of our senior stock (as defined below). |
As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, parity stock means any other class or series of our capital stock that ranks on a parity with the Series B Preferred Stock as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up.
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As of the date of this prospectus, with respect to our Series B Preferred Stock, we do not have any junior stock other than the common stock and we do not have any parity stock other than the Series A Preferred Stock and Series C Preferred Stock, each as described herein. As of the date of this prospectus, with respect to our Series B Preferred Stock, we have no senior capital stock or any convertible or exchangeable debt securities outstanding.
Dividends
Holders of Series B Preferred Stock are entitled to receive, when, as and if declared by our board of directors (or a duly authorized committee of our board of directors), only out of funds legally available therefor, non-cumulative cash dividends for each dividend period payable on the stated amount per share of the Series B Preferred Stock at a rate per annum equal to (i) 4.650% from the original issue date of the Series B Preferred Stock to, but excluding, June 15, 2026 (the First Reset Date) and (ii) the Five-year U.S. Treasury Rate applicable to such reset period plus 4.076%, from and including the First Reset Date, in each of cases (i) and (ii), payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2021.
Each date on which dividends are payable pursuant to the foregoing clauses is a dividend payment date, and dividends for each dividend payment date are payable with respect to the dividend period (or portion thereof) ending on the day preceding such respective dividend payment date, in each case to holders of record on the 15th calendar day before such dividend payment date or such other record date not more than 30 nor less than 10 days preceding such dividend payment date fixed for that purpose by our board of directors (or a duly authorized committee of our board of directors) in advance of payment of each particular dividend.
If any dividend payment date is not a business day, then such date will nevertheless be a dividend payment date, but dividends on the Series B Preferred Stock, when, as and if declared, will be paid on the next succeeding business day (without adjustment in the amount of the dividend per share of Series B Preferred Stock).
The amount of the dividend per share of Series B Preferred Stock for each dividend period (or portion thereof) is calculated on the basis of a 360-day year consisting of twelve 30-day months.
Dividends on shares of the Series B Preferred Stock are not cumulative and are not mandatory. If our board of directors (or a duly authorized committee of our board of directors) does not declare a dividend on the Series B Preferred Stock in respect of a dividend period, then holders of the Series B Preferred Stock are not entitled to receive any dividends, and we will have no obligation to pay any dividend for that dividend period, whether or not dividends on the Series B Preferred Stock or any other series of our preferred stock or on our common stock are declared for any future dividend period. No interest or sum of money in lieu of interest or dividends will be payable in respect of any dividend not declared by our board of directors (or a duly authorized committee of our board of directors).
As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B:
accrual (or similar terms) used with respect to a dividend or dividend period refers only to the determination of the amount of such dividend and does not imply that any right to a dividend in any dividend period that arises prior to the date on which such dividend is declared;
business day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York;
dividend period means each period from and including a dividend payment date (except that the initial dividend period shall commence on and include the date of original issue of the Series B Preferred Stock) and continuing to, but excluding, the next succeeding dividend payment date;
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Five-year U.S. Treasury Rate means, as of any reset dividend determination date, as applicable: (i) the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption Treasury Constant Maturities in the most recently published H.15 Daily Update (as defined below) as of 5:00 p.m. (Eastern Time) as of any date of determination; or (ii) if there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset dividend determination date and (B) the other maturing as close as possible to, but later than, the reset date following the next succeeding reset dividend determination date, in each case for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption Treasury Constant Maturities in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination.
If we, in our sole discretion, determine that the Five-year U.S. Treasury Rate cannot be determined in the manner applicable for such rate (which, as of the original issue date of the Series B Preferred Stock, is pursuant to the methods described in clauses (i) or (ii) above) (a Rate Substitution Event), we may, in our sole discretion, designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the offering of the shares of Series B Preferred Stock or any affiliate of any such underwriter (the Designee), to determine whether there is an industry-accepted successor rate to the then-applicable base rate (which, as of the original issue date of the Series B Preferred Stock, is the initial base rate). If the Designee determines that there is such an industry-accepted successor rate, then the Five-year U.S. Treasury Rate shall be such successor rate and, in that case, the Designee may adjust the spread and may determine and adjust the business day convention, the definition of business day and the reset dividend determination date to be used and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the then-applicable base rate (which, as of the original issue date of the Preferred Stock, is the initial base rate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate (the Adjustments). If we, in our sole discretion, do not designate a Designee or if the Designee determines that there is no industry-accepted successor rate to then-applicable base rate, then the Five-year U.S. Treasury Rate will be the same interest rate (i.e., the same Five-year U.S. Treasury Rate) determined for the prior reset dividend determination date or, if this sentence is applicable with respect to the first reset dividend determination date, 0.574%;
H.15 Daily Update means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve Bank of New York;
reset date means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Reset dates, including the First Reset Date, will not be adjusted for business days;
reset dividend determination date means, in respect of any reset period, the day falling three business days prior to the beginning of such reset period; and
reset period means the period from and including the First Reset Date to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date.
The applicable dividend rate for each dividend period during a reset period will be determined by the calculation agent, as of the applicable reset dividend determination date for such reset period. On each reset dividend determination date, the calculation agent will notify us of the dividend rate for each dividend period during the applicable reset period. The calculation agents determination of any dividend rate and its calculation of the amount of dividends for any dividend period, and a record maintained by us of any Rate Substitution Event and any Adjustments, will be on file at our principal offices, will be made available to any holder of the Series B Preferred Stock upon request and will be final and binding in the absence of manifest error.
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Restrictions on Dividends, Redemption and Repurchases
So long as any share of the Series B Preferred Stock remains outstanding, unless dividends on all outstanding shares of the Series B Preferred Stock for the most recently completed dividend period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment,
(i) | no dividend may be declared or paid or set aside for payment, and no distribution may be made, on any share of our common stock or other junior stock (as defined below), |
(ii) | no shares of common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, and |
(iii) | no shares of any class or series of capital stock ranking, as to dividends, on a parity with the Series B Preferred Stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly. |
The foregoing sentence, however, does not apply to or prohibit:
(i) | repurchases, redemptions or other acquisitions of shares of junior stock as a result of (1) a reclassification of junior stock for or into other junior stock, (2) the exchange or conversion of one or more shares of junior stock for or into one or more shares of junior stock or (3) the purchase of fractional interests in shares of junior stock under the conversion or exchange provisions of junior stock or the security being converted or exchanged; |
(ii) | repurchases, redemptions or other acquisitions of shares of junior stock through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock; |
(iii) | repurchases, redemptions or other acquisitions of shares of junior stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or (2) a dividend reinvestment or stockholder stock purchase plan; |
(iv) | any declaration of a dividend in connection with any stockholders rights plan, or the issuance of rights, stock or other property under any stockholders rights plan, or the redemption or repurchase of rights pursuant to the plan; |
(v) | any dividend paid on junior stock in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or is other junior stock; |
(vi) | any pro rata purchase or pro rata exchange of all or a pro rata portion of the Series B Preferred Stock and any class or series of capital stock ranking, as to dividends, on a parity with the Series B Preferred Stock pursuant to an offer made on the same terms to holders of all shares of the Series B Preferred Stock and to holders of all shares of any class or series of capital stock ranking, as to dividends, on a parity with the Series B Preferred Stock; |
(vii) | repurchases, redemptions or other acquisitions of shares of dividend parity stock (as defined below) as a result of (1) a reclassification of dividend parity stock for or into other dividend parity stock or junior stock, (2) the exchange or conversion of one or more shares of dividend parity stock for or into one or more shares of other dividend parity stock or junior stock or (3) the purchase of fractional interests in shares of dividend parity stock under the conversion or exchange provisions of dividend parity stock or the security being converted or exchanged; |
(viii) | repurchases, redemptions or other acquisitions of shares of dividend parity stock through the use of the proceeds of a substantially contemporaneous sale of other shares of dividend parity stock or junior stock; or |
(ix) | purchases of shares of our common stock pursuant to a contractually binding stock repurchase plan existing prior to the preceding dividend period. |
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As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B:
capital stock does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to the Series B Preferred Stock;
dividend parity stock means any other class or series of our capital stock that ranks on a parity with the Series B Preferred Stock as to the payment of dividends (whether such dividends are cumulative or non-cumulative). As of the date of this prospectus, with respect to our Series B Preferred Stock, dividend parity stock includes our Series A Preferred Stock and our Series C Preferred Stock.
junior stock means our common stock and any other class or series of our capital stock that ranks junior to the Series B Preferred Stock either as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up; and
senior stock means any other class or series of our capital stock ranking senior to the Series B Preferred Stock either as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up.
If our board of directors (or a duly authorized committee of our board of directors) elects to declare only partial instead of full dividends for a dividend payment date and related dividend period on the shares of the Series B Preferred Stock or dividend parity stock (which terms include, in the case of the Series B Preferred Stock, the dividend payment dates and dividend periods provided for herein), then, to the extent permitted by the terms of the Series B Preferred Stock and each outstanding series of dividend parity stock, such partial dividends shall be declared on shares of the Series B Preferred Stock and dividend parity stock, and dividends so declared shall be paid, as to any such dividend payment date and related dividend period, in amounts such that the ratio of the partial dividends declared and paid on each such series to full dividends on each such series is the same. As used in this paragraph, full dividends means, as to any dividend parity stock that bears dividends on a cumulative basis, the amount of dividends that would need to be declared and paid to bring such dividend parity stock current in dividends, including undeclared dividends for past dividend periods. To the extent a dividend period with respect to the Series B Preferred Stock or any series of dividend parity stock (in either case, the first series) coincides with more than one dividend period with respect to another series as applicable (in either case, a second series), then, for purposes of this paragraph, our board of directors (or a duly authorized committee of our board of directors) may, to the extent permitted by the terms of each affected series, treat such dividend period for the first series as two or more consecutive dividend periods, none of which coincides with more than one dividend period with respect to the second series, or may treat such dividend period(s) with respect to any dividend parity stock and dividend period(s) with respect to the Series B Preferred Stock for purposes of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such dividend parity stock and the Series B Preferred Stock.
Subject to the foregoing, dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of our board of directors) may be declared and paid on any common stock or other junior stock from time to time out of any funds legally available therefor, and the shares of the Series B Preferred Stock shall not be entitled to participate in any such dividend.
Dividends on the Series B Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations.
Redemption
We may, at our option, redeem the Series B Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after June 15, 2026 for cash at a redemption price equal to $1,000.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
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We may also, at our option, redeem the Series B Preferred Stock in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a rating agency event (as defined herein), or, if no review or appeal process is available or sought with respect to such rating agency event, at any time within 120 days after the occurrence of such rating agency event, at a redemption price in cash equal to $1,020.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, a rating agency event means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that then publishes a rating for us amends, clarifies or changes the methodology or criteria that it employed for purposes of assigning equity credit to securities such as the Series B Preferred Stock on the original issue date of the Series B Preferred Stock (the current methodology), which amendment, clarification or change either (i) shortens the period of time during which equity credit pertaining to the Series B Preferred Stock would have been in effect had the current methodology not been changed or (ii) reduces the amount of equity credit assigned to the Series B Preferred Stock as compared with the amount of equity credit that such rating agency had assigned to the Series B Preferred Stock as of the original issue date.
The redemption price for any shares of the Series B Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to us or our agent, if the shares of the Series B Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the applicable record date for a dividend period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the applicable dividend payment date.
On and after the redemption date, dividends will cease to accrue on shares of the Series B Preferred Stock, and such shares of the Series B Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends, without regard to any undeclared dividends, on such shares to, but excluding, the redemption date.
In case of any redemption of only part of the shares of the Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either on a pro rata basis (as nearly as practicable without creating fractional shares) or by lot or in such other manner as our board of directors (or a duly authorized committee of our board of directors) may determine to be fair and equitable. Subject to the provisions hereof, our board of directors (or a duly authorized committee of our board of directors) shall have full power and authority to prescribe the terms and conditions on which shares of the Series B Preferred Stock shall be redeemed from time to time. If we shall have issued certificates for the Series B Preferred Stock and fewer than all shares represented by any certificates are redeemed, new certificates shall be issued representing the unredeemed shares without charge to the holders thereof.
Notice of every redemption of shares of the Series B Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on our books. Such mailing shall be at least 10 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this paragraph shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure to duly give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of the Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series B Preferred Stock. Notwithstanding the foregoing, if the shares of the Series B Preferred Stock are issued in book-entry form through The Depository Trust Company (DTC) or any other similar facility, notice of redemption may be given to the holders of the Series B Preferred Stock at such time and in any manner permitted by such facility.
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Each such notice given to a holder shall state:
| the redemption date; |
| the number of shares of the Series B Preferred Stock to be redeemed and, if less than all shares of the Series B Preferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from such holder or the method for determining such number; |
| the redemption price; |
| if the Series B Preferred Stock is evidenced by definitive certificates, the place or places where certificates for such shares of the Series B Preferred Stock are to be surrendered for payment of the redemption price; and |
| that dividends on such shares will cease to accrue on and after the redemption date. |
If notice of redemption has been duly given, and if on or before the redemption date specified in the notice, all funds necessary for the redemption have been set aside by us, separate and apart from our other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available for that purpose, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation in the case that the shares of the Series B Preferred Stock are issued in certificated form, dividends shall cease to accrue on and after the redemption date for all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights of the holders with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption date, without interest. Any funds unclaimed at the end of two years from the redemption date, to the extent permitted by law, shall be released from the trust so established and may be commingled with our other funds, and after that time the holders of the shares so called for redemption shall look only to us for payment of the redemption price of such shares.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to or set aside for the holders of shares of our common stock or any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series B Preferred Stock, holders of the Series B Preferred Stock will be entitled to receive out of our assets legally available for distribution to our stockholders (i.e., after satisfaction of all our liabilities to creditors, if any) an amount equal to the stated amount, plus any dividends that have been declared but not paid prior to the date of payment of distributions to stockholders, without regard to any undeclared dividends (the liquidation preference).
If our assets are not sufficient to pay the liquidation preference in full to all holders of the Series B Preferred Stock and all holders of any class or series of our stock that ranks on a parity with the Series B Preferred Stock, including the Series A Preferred Stock and Series C Preferred Stock, in the distribution of assets on our liquidation, dissolution or winding up (the liquidation preference parity stock), the amounts paid to the holders of the Series B Preferred Stock and to the holders of all liquidation preference parity stock shall be pro rata in accordance with the respective aggregate liquidation preferences of the Series B Preferred Stock and all such liquidation preference parity stock. In any such distribution, the liquidation preference of any holder of our stock other than the Series B Preferred Stock means the amount otherwise payable to such holder in such distribution (assuming no limitation on our assets available for such distribution), including an amount equal to any declared but unpaid dividends in the case of any holder or stock on which dividends accrue on a non-cumulative basis and, in the case of any holder of stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not earned or declared, as applicable. If the liquidation preference has been paid in full to all holders of the Series B Preferred Stock and all holders of any liquidation preference parity stock, holders of shares of the Series B Preferred Stock and all holders of any
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liquidation preference parity stock will have no right or claim to any of our remaining assets and the holders of shares of our common stock or any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series B Preferred Stock, will be entitled to receive all of our remaining assets according to their respective rights and preferences.
For purposes of the liquidation rights, the merger, consolidation or other business combination of us with or into any other entity, including a transaction in which the holders of the Series B Preferred Stock receive cash or property for their shares, or the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our assets, shall not constitute a liquidation, dissolution or winding up of us.
Because we are a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series B Preferred Stock, to participate in the assets of any of our subsidiaries upon that subsidiarys liquidation or recapitalization may be subject to the prior claims of that subsidiarys creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.
No Maturity, Sinking Fund or Mandatory Redemption
The Series B Preferred Stock has no maturity date and we are not required to redeem the Series B Preferred Stock at any time. Accordingly, the Series B Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption rights. The Series B Preferred Stock is not subject to any sinking fund.
Voting Rights
Except as provided below or otherwise required by law, the holders of the Series B Preferred Stock do not have any voting rights.
Right to Elect Two Directors on Nonpayment of Dividends
Whenever dividends on any shares of the Series B Preferred Stock, or any other voting preferred stock (as defined below), shall have not been declared and paid for six full quarterly dividend payments, whether or not for consecutive dividend periods (a nonpayment), the holders of such shares, voting together as a class with holders of any and all other series of voting preferred stock then outstanding, will be entitled to vote for the election of a total of two additional members of our board of directors (the preferred stock directors), provided that the election of any such directors shall not cause us to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors and provided further that our board of directors shall at no time include more than two preferred stock directors. In that event, the number of directors on our board of directors shall automatically increase by two, and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 20% of the Series B Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting. Such request to call a special meeting for the initial election of the preferred stock directors after a nonpayment shall be made by written notice, signed by the requisite holders of the Series B Preferred Stock or other voting preferred stock, and delivered to our Secretary in such manner as provided for in the certificate of designations for the Series B Preferred Stock, or as may otherwise be required by law.
Any preferred stock director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series B Preferred Stock together with all series of voting preferred stock then outstanding (voting together as a single class) to the extent such holders have the voting rights described above.
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So long as a nonpayment shall continue, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preferred stock director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series B Preferred Stock and all voting preferred stock when they have the voting rights described above (voting together as a single class); provided that the filling of any such vacancy shall not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. Any such vote to remove, or to fill a vacancy in the office of, a preferred stock director may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series B Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders). The preferred stock directors shall each be entitled to one vote per director on any matter.
If and when dividends for at least four consecutive quarterly dividend periods following a nonpayment have been paid in full on the Series B Preferred Stock and any other class or series of voting preferred stock, the holders of the Series B Preferred Stock and all other holders of voting preferred stock shall be divested of the foregoing voting rights (subject to revesting in the event of each subsequent nonpayment), the term of office of each preferred stock director so elected shall automatically terminate and the number of directors on the board of directors shall automatically decrease by two. In determining whether dividends have been paid for at least four consecutive quarterly dividend periods following a nonpayment, we may take account of any dividend we elect to pay for any dividend period after the regular dividend payment date for that period has passed.
As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, voting preferred stock means any other class or series of preferred stock of Air Lease Corporation ranking equally with the Series B Preferred Stock, including the Series A Preferred Stock and Series C Preferred Stock, as to dividends (whether cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of Air Lease Corporation and upon which like voting rights to the Series B Preferred Stock have been conferred and are exercisable. Whether a plurality, majority or other portion of the shares of the Series B Preferred Stock, Series A Preferred Stock, Series C Preferred Stock and any other voting preferred stock have been voted in favor of any matter shall be determined by reference to the liquidation preference of the shares voted.
Other Voting Rights
So long as any shares of the Series B Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by our restated certificate of incorporation, the vote or consent of the holders of at least two-thirds of the shares of the Series B Preferred Stock at the time outstanding, voting together as a single class with any other series of preferred stock entitled to vote thereon (to the exclusion of all other series of preferred stock), given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating:
| Amendment of Certificate of Incorporation or Certificate of Designations. Any amendment, alteration or repeal of any provision of our restated certificate of incorporation or the certificate of designations for the Series B Preferred Stock that would materially and adversely alter or change the voting powers, preferences or special rights of the Series B Preferred Stock, taken as a whole; provided, however, that the amendment of the certificate of incorporation so as to authorize or create, or to increase the authorized amount of, any class or series of capital stock that does not rank senior to the Series B Preferred Stock in either the payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets on our liquidation, dissolution or winding up shall not be deemed to materially or adversely affect the voting powers, preferences or special rights of the Series B Preferred Stock; |
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| Authorization of Senior Stock. Any amendment or alteration of the restated certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking senior to the Series B Preferred Stock in the payment of dividends or in the distribution of assets upon our liquidation, dissolution or winding up; or |
| Share Exchanges, Reclassifications, Mergers and Consolidations and Other Transactions. Any consummation of (x) a binding share exchange or reclassification involving the Series B Preferred Stock or (y) a merger or consolidation of us with another entity (whether or not a corporation), unless in each case (A) the shares of the Series B Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, the shares of Series B Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series B Preferred Stock, taken as a whole, immediately prior to such consummation. |
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would materially and adversely affect the rights, preferences, privileges and voting powers, and restrictions and limitations, taken as a whole, of one or more but not all series of voting preferred stock (including the Series B Preferred Stock for this purpose), then only the series so affected and entitled to vote shall vote, together as a class, to the exclusion of all other series of preferred stock. If all series of preferred stock are not equally affected by the proposed amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above, then only a two-thirds approval of each such series that is materially and adversely affected shall be required.
Without the consent of the holders of the Series B Preferred Stock, we may amend, alter, supplement or repeal any terms of the Series B Preferred Stock:
| to cure any ambiguity, or to cure, correct or supplement any provision contained in the certificate of designations for the Series B Preferred Stock that may be defective or inconsistent, so long as such action does not materially and adversely affect the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole; |
| to conform the certificate of designations to the description of the Series B Preferred Stock set forth in the prospectus supplement dated February 23, 2021; or |
| to make any provision with respect to matters or questions arising with respect to the Series B Preferred Stock that is not inconsistent with the provisions of the certificate of designations. |
The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required shall be effected, all outstanding shares of the Series B Preferred Stock have been redeemed or called for redemption on proper notice and sufficient funds have been set aside by us for the benefit of the holders of the Series B Preferred Stock to effect the redemption unless in the case of a vote or consent required to authorize senior stock if all outstanding shares of the Series B Preferred Stock are being redeemed with the proceeds from the sale of the stock to be authorized.
Holders of the Series B Preferred Stock do not have any voting rights with respect to, and the consent of the holders of the Series B Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series B Preferred Stock, except as set forth above.
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In any matter in which the Series B Preferred Stock may vote (as expressly provided in the certificate of designations setting forth the terms of the Series B Preferred Stock), each share of the Series B Preferred Stock is entitled to one vote per $1,000.00 of liquidation preference. As a result, each share of the Series B Preferred Stock is generally entitled to one vote. If the Series B Preferred Stock, Series A Preferred Stock, Series C Preferred Stock and any other liquidation preference parity stock are entitled to vote together as a single class on any matter, the holders of each will vote in proportion to their respective liquidation preferences.
Voting Rights Under Delaware Law
Under current provisions of the Delaware General Corporation Law, the holders of issued and outstanding preferred stock are entitled to vote as a class, with the consent of the majority of the class being required to approve an amendment to our restated certificate of incorporation if the amendment would increase or decrease the aggregate number of authorized shares of such class or increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. If any such proposed amendment would alter or change the powers, preferences or special rights of one or more series of preferred stock so as to affect them adversely, but would not so affect the entire class of preferred stock, only the shares of the series so affected shall be considered a separate class for purposes of this vote on the amendment.
No Preemptive and Conversion Rights
Holders of the Series B Preferred Stock do not have any preemptive rights. The Series B Preferred Stock is not convertible into or exchangeable for property or shares of any other series or class of our capital stock.
Transfer Agent and Registrar
Equiniti Trust Company, LLC is the transfer agent and registrar for the Series B Preferred Stock as of the date of this prospectus. We may terminate such appointment and may appoint a successor transfer agent and/or registrar at any time and from time to time. The transfer agent and/or registrar may be a person or entity affiliated with us.
Calculation Agent
As used in this section of the prospectus under the heading 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, the calculation agent means, at any time, us, an entity affiliated with us, or the person or entity appointed by us pursuant to a calculation agent agreement between us and a calculation agent (the calculation agency agreement) and serving as such agent with respect to the Series B Preferred Stock at such time (including any successor to such person or entity). Deutsche Bank Trust Company Americas is the calculation agent for the Series B Preferred Stock as of the original issue date. We may terminate any such appointment and may appoint a successor agent at any time and from time to time. We may appoint ourselves or an affiliate of ours as calculation agent. Notwithstanding anything to the contrary set forth herein, whenever the calculation agent is referred to as selecting, determining or otherwise exercising discretion hereunder, this shall mean the calculation agent acting in accordance with and under the terms of the calculation agency agreement. This prospectus describes certain terms for calculating or determining rates. The calculation agent will be required to make certain determinations and calculations in accordance with the calculation agency agreement and as summarized herein. Those determinations or calculations will be conclusive for all purposes and final and binding without any liability on the part of the calculation agent, except such as may result from gross negligence, willful misconduct or bad faith of the calculation agent or any of its direct or indirect shareholders, subsidiaries, affiliates, officers, directors or employees.
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4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C
General
The Series C Preferred Stock represents a single series of our authorized preferred stock. We have filed a certificate of designations with respect to the Series C Preferred Stock with the Secretary of State of the State of Delaware. The outstanding shares of the Series C Preferred Stock are fully paid and non-assessable.
The number of authorized shares of the Series C Preferred Stock is 300,000 and the stated amount per share is $1,000.00. The number of authorized shares of the Series C Preferred Stock may from time to time be increased (but not in excess of the total number of authorized shares of preferred stock, less all shares of any other series of preferred stock authorized at the time of such increase) or decreased (but not below the number of shares of the Series C Preferred Stock then outstanding) by resolution of our board of directors (or a duly authorized committee of our board of directors), without the vote or consent of the holders of the Series C Preferred Stock. Shares of the Series C Preferred Stock that are redeemed, repurchased or otherwise acquired by us will be cancelled and shall revert to authorized but unissued shares of preferred stock undesignated as to series. We have the authority to issue fractional shares of the Series C Preferred Stock.
The Series C Preferred Stock is not convertible into, or exchangeable for, shares of our common stock or any other class or series of our other securities and is not subject to any sinking fund or any other obligation of us for their repurchase or retirement. The Series C Preferred Stock has no stated maturity.
We reserve the right to re-open the series of Series C Preferred Stock and issue additional shares of the Series C Preferred Stock either through public or private sales at any time and from time to time without notice to or the consent of holders of the Series C Preferred Stock. The additional shares of the Series C Preferred Stock would be deemed to form a single series with the Series C Preferred Stock. Each share of the Series C Preferred Stock shall be identical in all respects to every other share of the Series C Preferred Stock, except that shares of the Series C Preferred Stock issued after October 13, 2021 shall accrue dividends from the later of October 13, 2021 (the original issue date of the initial issuance of the Series C Preferred Stock) and the dividend payment date, if any, immediately prior to the original issue date of such additional shares.
In addition, subject to the limitations described herein, we may issue additional preferred stock from time to time in one or more series, each with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as our board of directors (or a duly authorized committee of our board of directors) may determine prior to the time of such issuance.
Ranking
The Series C Preferred Stock ranks, with respect to dividend rights and rights as to the distribution of assets upon our voluntary or involuntary liquidation, dissolution or winding up:
| senior to all junior stock (as defined below); |
| on a parity with our Series A Preferred Stock, our Series B Preferred Stock, and any other class or series of our capital stock expressly designated as ranking on a parity with the Series C Preferred Stock; and |
| junior to any class or series of our senior stock (as defined below). |
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, parity stock means any other class or series of our capital stock that ranks on a parity with the Series C Preferred Stock as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up.
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As of the date of this prospectus, with respect to our Series C Preferred Stock, we do not have any junior stock other than the common stock and we do not have any parity stock other than the Series A Preferred Stock and Series B Preferred Stock, each as described herein. As of the date of this prospectus, with respect to our Series C Preferred Stock, we have no senior capital stock or any convertible or exchangeable debt securities outstanding.
Dividends
Holders of Series C Preferred Stock are entitled to receive, when, as and if declared by our board of directors (or a duly authorized committee of our board of directors), only out of funds legally available therefor, non-cumulative cash dividends for each dividend period payable on the stated amount per share of the Series C Preferred Stock at a rate per annum equal to (i) 4.125% from the original issue date of the Series C Preferred Stock to, but excluding, December 15, 2026 (the First Reset Date) and (ii) the Five-year U.S. Treasury Rate applicable to such reset period plus 3.149%, from and including the First Reset Date, in each of cases (i) and (ii), payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2021.
Each date on which dividends are payable pursuant to the foregoing clauses is a dividend payment date, and dividends for each dividend payment date are payable with respect to the dividend period (or portion thereof) ending on the day preceding such respective dividend payment date, in each case to holders of record on the 15th calendar day before such dividend payment date or such other record date not more than 30 nor less than 10 days preceding such dividend payment date fixed for that purpose by our board of directors (or a duly authorized committee of our board of directors) in advance of payment of each particular dividend.
If any dividend payment date is not a business day, then such date will nevertheless be a dividend payment date, but dividends on the Series C Preferred Stock, when, as and if declared, will be paid on the next succeeding business day (without adjustment in the amount of the dividend per share of Series C Preferred Stock).
The amount of the dividend per share of Series C Preferred Stock for each dividend period (or portion thereof) is calculated on the basis of a 360-day year consisting of twelve 30-day months.
Dividends on shares of the Series C Preferred Stock are not cumulative and are not mandatory. If our board of directors (or a duly authorized committee of our board of directors) does not declare a dividend on the Series C Preferred Stock in respect of a dividend period, then holders of the Series C Preferred Stock are not entitled to receive any dividends, and we will have no obligation to pay any dividend for that dividend period, whether or not dividends on the Series C Preferred Stock or any other series of our preferred stock or on our common stock are declared for any future dividend period. No interest or sum of money in lieu of interest or dividends will be payable in respect of any dividend not declared by our board of directors (or a duly authorized committee of our board of directors). Holders of the Series C Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series C Preferred Stock as specified in this prospectus (subject to the other provisions hereof).
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C:
accrual (or similar terms) used with respect to a dividend or dividend period refers only to the determination of the amount of such dividend and does not imply that any right to a dividend in any dividend period that arises prior to the date on which such dividend is declared;
business day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York;
dividend period means each period from and including a dividend payment date (except that the initial dividend period shall commence on and include the date of original issue of the Series C Preferred Stock) and continuing to, but excluding, the next succeeding dividend payment date;
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Five-year U.S. Treasury Rate means, as of any reset dividend determination date, as applicable: (i) the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption Treasury Constant Maturities in the most recently published H.15 Daily Update (as defined below) as of 5:00 p.m. (Eastern Time) as of any date of determination; or (ii) if there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, then the rate will be determined by interpolation between the average of the yields on actively traded U.S. treasury securities adjusted to constant maturity for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the reset date following the next succeeding reset dividend determination date and (B) the other maturing as close as possible to, but later than, the reset date following the next succeeding reset dividend determination date, in each case for the five business days appearing (or, if fewer than five business days appear, such number of business days appearing) under the caption Treasury Constant Maturities in the H.15 Daily Update as of 5:00 p.m. (Eastern Time) as of any date of determination.
If we, in our sole discretion, determine that the Five-year U.S. Treasury Rate cannot be determined in the manner applicable for such rate (which, as of the original issue date of the Series C Preferred Stock, is pursuant to the methods described in clauses (i) or (ii) above) (a Rate Substitution Event), we may, in our sole discretion, designate an unaffiliated agent or advisor, which may include an unaffiliated underwriter for the offering of the shares of Series C Preferred Stock or any affiliate of any such underwriter (the Designee), to determine whether there is an industry-accepted successor rate to the then applicable base rate (which, as of the original issue date of the Series C Preferred Stock, is the initial base rate). If the Designee determines that there is such an industry-accepted successor rate, then the Five-year U.S. Treasury Rate shall be such successor rate and, in that case, the Designee may adjust the spread and may determine and adjust the business day convention, the definition of business day and the reset dividend determination date to be used and any other relevant methodology for determining or otherwise calculating such successor rate, including any adjustment factor needed to make such successor rate comparable to the then-applicable base rate (which, as of the original issue date of the Preferred Stock, is the initial base rate) in each case, in a manner that is consistent with industry-accepted practices for the use of such successor rate (the Adjustments). If we, in our sole discretion, do not designate a Designee or if the Designee determines that there is no industry-accepted successor rate to then-applicable base rate, then the Five-year U.S. Treasury Rate will be the same interest rate (i.e., the same Five-year U.S. Treasury Rate) determined for the prior reset dividend determination date or, if this sentence is applicable with respect to the first reset dividend determination date, 0.976%;
H.15 Daily Update means the daily statistical release designated as such, or any successor publication, published by the Federal Reserve Bank of New York;
reset date means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date. Reset dates, including the First Reset Date, will not be adjusted for business days;
reset dividend determination date means, in respect of any reset period, the day falling three business days prior to the beginning of such reset period; and
reset period means the period from and including the First Reset Date to, but excluding, the next following reset date and thereafter each period from and including each reset date to, but excluding, the next following reset date.
The applicable dividend rate for each dividend period during a reset period will be determined by the calculation agent, as of the applicable reset dividend determination date for such reset period. On each reset dividend determination date, the calculation agent will notify us of the dividend rate for each dividend period during the applicable reset period. The calculation agents determination of any dividend rate and its calculation of the amount of dividends for any dividend period, and a record maintained by us of any Rate Substitution Event and any Adjustments, will be on file at our principal offices, will be made available to any holder of the Series C
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Preferred Stock upon request and will be final and binding in the absence of manifest error. For the avoidance of doubt, any determination by us or a Designee pursuant to the second paragraph of the definition of Five-year U.S. Treasury Rate (including, without limitation, with respect to any Rate Substitution Event or Adjustments) will not be subject to the vote or consent of the holders of the Series C Preferred Stock.
Restrictions on Dividends, Redemption and Repurchases
So long as any share of the Series C Preferred Stock remains outstanding, unless dividends on all outstanding shares of the Series C Preferred Stock for the most recently completed dividend period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment,
(i) | no dividend may be declared or paid or set aside for payment, and no distribution may be made, on any share of our common stock or other junior stock, |
(ii) | no shares of common stock or other junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly, and |
(iii) | no shares of any class or series of capital stock ranking, as to dividends, on a parity with the Series C Preferred Stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly. |
The foregoing sentence, however, does not apply to or prohibit:
(i) | repurchases, redemptions or other acquisitions of shares of junior stock as a result of (1) a reclassification of junior stock for or into other junior stock, (2) the exchange or conversion of one or more shares of junior stock for or into one or more shares of junior stock or (3) the purchase of fractional interests in shares of junior stock under the conversion or exchange provisions of junior stock or the security being converted or exchanged; |
(ii) | repurchases, redemptions or other acquisitions of shares of junior stock through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock; |
(iii) | repurchases, redemptions or other acquisitions of shares of junior stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or (2) a dividend reinvestment or stockholder stock purchase plan; |
(iv) | any declaration of a dividend in connection with any stockholders rights plan, or the issuance of rights, stock or other property under any stockholders rights plan, or the redemption or repurchase of rights pursuant to the plan; |
(v) | any dividend paid on junior stock in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or is other junior stock; |
(vi) | any pro rata purchase or pro rata exchange of all or a pro rata portion of the Series C Preferred Stock and any class or series of capital stock ranking, as to dividends, on a parity with the Series C Preferred Stock pursuant to an offer made on the same terms to holders of all shares of the Series C Preferred Stock and to holders of all shares of any class or series of capital stock ranking, as to dividends, on a parity with the Series C Preferred Stock; |
(vii) | repurchases, redemptions or other acquisitions of shares of dividend parity stock (as defined below) as a result of (1) a reclassification of dividend parity stock for or into other dividend parity stock or junior stock, (2) the exchange or conversion of one or more shares of dividend parity stock for or into one or more shares of other dividend parity stock or junior stock or (3) the purchase of fractional interests in shares of dividend parity stock under the conversion or exchange provisions of dividend parity stock or the security being converted or exchanged; |
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(viii) | repurchases, redemptions or other acquisitions of shares of dividend parity stock through the use of the proceeds of a substantially contemporaneous sale of other shares of dividend parity stock or junior stock; or |
(ix) | purchases of shares of our common stock pursuant to a contractually binding stock repurchase plan existing prior to the preceding dividend period. |
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C:
capital stock does not include convertible or exchangeable debt securities, which, prior to conversion or exchange, rank senior in right of payment to the Series C Preferred Stock;
dividend parity stock means any class or series of our capital stock that ranks on a parity with the Series C Preferred Stock as to the payment of dividends (whether such dividends are cumulative or non-cumulative). As of the date of this prospectus, with respect to our Series C Preferred Stock, dividend parity stock includes our Series A Preferred Stock and our Series B Preferred Stock.
junior stock means our common stock and any other class or series of our capital stock that ranks junior to the Series C Preferred Stock either as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up; and
senior stock means any other class or series of our capital stock ranking senior to the Series C Preferred Stock either as to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or as to the distribution of assets upon our liquidation, dissolution or winding up.
If our board of directors (or a duly authorized committee of our board of directors) elects to declare only partial instead of full dividends for a dividend payment date and related dividend period on the shares of the Series C Preferred Stock or any of our other dividend parity stock, then, to the extent permitted by the terms of the Series C Preferred Stock and each of our other then outstanding series of dividend parity stock, such partial dividends shall be declared on shares of the Series C Preferred Stock and any of our other then outstanding dividend parity stock, and dividends so declared shall be paid, as to any such dividend payment date and related dividend period, in amounts such that the ratio of the partial dividends declared and paid on each such series to full dividends on each such series is the same. As used in this paragraph, full dividends means, as to any dividend parity stock that bears dividends on a cumulative basis, the amount of dividends that would need to be declared and paid to bring such dividend parity stock current in dividends, including undeclared dividends for past dividend periods. To the extent a dividend period with respect to the Series C Preferred Stock or any series of dividend parity stock (in either case, the first series) coincides with more than one dividend period with respect to another series as applicable (in either case, a second series), then, for purposes of this paragraph, our board of directors (or a duly authorized committee of our board of directors) may, to the extent permitted by the terms of each affected series, treat such dividend period for the first series as two or more consecutive dividend periods, none of which coincides with more than one dividend period with respect to the second series, or may treat such dividend period(s) with respect to any dividend parity stock and dividend period(s) with respect to the Series C Preferred Stock for purposes of this paragraph in any other manner that it deems to be fair and equitable in order to achieve ratable payments of dividends on such dividend parity stock and the Series C Preferred Stock.
Subject to the foregoing, dividends (payable in cash, stock or otherwise) as may be determined by our board of directors (or a duly authorized committee of our board of directors) may be declared and paid on any common stock or other junior stock from time to time out of any funds legally available therefor, and the shares of the Series C Preferred Stock shall not be entitled to participate in any such dividend.
Dividends on the Series C Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations.
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Redemption
We may, at our option, redeem the Series C Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after December 15, 2026 for cash at a redemption price equal to $1,000.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
We may also, at our option, redeem the Series C Preferred Stock in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a rating agency event (as defined herein), or, if no review or appeal process is available or sought with respect to such rating agency event, at any time within 120 days after the occurrence of such rating agency event, at a redemption price in cash equal to $1,020.00 per share, plus any declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, a rating agency event means that any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act that then publishes a rating for us amends, clarifies or changes the methodology or criteria that it employed for purposes of assigning equity credit to securities such as the Series C Preferred Stock on the original issue date of the Series C Preferred Stock (the current methodology), which amendment, clarification or change either (i) shortens the period of time during which equity credit pertaining to the Series C Preferred Stock would have been in effect had the current methodology not been changed or (ii) reduces the amount of equity credit assigned to the Series C Preferred Stock as compared with the amount of equity credit that such rating agency had assigned to the Series C Preferred Stock as of the original issue date.
The redemption price for any shares of the Series C Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to us or our agent, if the shares of the Series C Preferred Stock are issued in certificated form. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the applicable record date for a dividend period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such record date relating to the applicable dividend payment date.
On and after the redemption date, dividends will cease to accrue on shares of the Series C Preferred Stock, and such shares of the Series C Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such shares will terminate, except the right to receive the redemption price plus any declared and unpaid dividends, without regard to any undeclared dividends, on such shares to, but excluding, the redemption date.
In case of any redemption of only part of the shares of the Series C Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either on a pro rata basis (as nearly as practicable without creating fractional shares) or by lot or in such other manner as our board of directors (or a duly authorized committee of our board of directors) may determine to be fair and equitable. Subject to the provisions hereof, our board of directors (or a duly authorized committee of our board of directors) shall have full power and authority to prescribe the terms and conditions on which shares of the Series C Preferred Stock shall be redeemed from time to time. If we shall have issued certificates for the Series C Preferred Stock and fewer than all shares represented by any certificates are redeemed, new certificates shall be issued representing the unredeemed shares without charge to the holders thereof.
Notice of every redemption of shares of the Series C Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on our books. Such mailing shall be at least 10 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this paragraph shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure to duly give such notice by mail, or any
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defect in such notice or in the mailing thereof, to any holder of shares of the Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series C Preferred Stock. Notwithstanding the foregoing, if the shares of the Series C Preferred Stock are issued in book-entry form through The Depository Trust Company (DTC) or any other similar facility, notice of redemption may be given to the holders of the Series C Preferred Stock at such time and in any manner permitted by such facility.
Each such notice given to a holder shall state:
| the redemption date; |
| the number of shares of the Series C Preferred Stock to be redeemed and, if less than all shares of the Series C Preferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from such holder or the method for determining such number; |
| the redemption price; |
| if the Series C Preferred Stock is evidenced by definitive certificates, the place or places where certificates for such shares of the Series C Preferred Stock are to be surrendered for payment of the redemption price; and |
| that dividends on such shares will cease to accrue on and after the redemption date. |
If notice of redemption has been duly given, and if on or before the redemption date specified in the notice, all funds necessary for the redemption have been set aside by us, separate and apart from our other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available for that purpose, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation in the case that the shares of the Series C Preferred Stock are issued in certificated form, dividends shall cease to accrue on and after the redemption date for all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights of the holders with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption date, without interest. Any funds unclaimed at the end of two years from the redemption date, to the extent permitted by law, shall be released from the trust so established and may be commingled with our other funds, and after that time the holders of the shares so called for redemption shall look only to us for payment of the redemption price of such shares.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, before any distribution or payment out of our assets may be made to or set aside for the holders of shares of our common stock or any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series C Preferred Stock, holders of the Series C Preferred Stock will be entitled to receive out of our assets legally available for distribution to our stockholders (i.e., after satisfaction of all our liabilities to creditors, if any) an amount equal to the stated amount, plus any dividends that have been declared but not paid prior to the date of payment of distributions to stockholders, without regard to any undeclared dividends (the liquidation preference).
If our assets are not sufficient to pay the liquidation preference in full to all holders of the Series C Preferred Stock and all holders of any class or series of our stock that ranks on a parity with the Series C Preferred Stock in the distribution of assets on our liquidation, dissolution or winding up (the liquidation preference parity stock), the amounts paid to the holders of the Series C Preferred Stock and to the holders of all liquidation preference parity stock shall be pro rata in accordance with the respective aggregate liquidation preferences of the Series C Preferred Stock and all such liquidation preference parity stock. As of the date of this prospectus, with respect to our Series C Preferred Stock, liquidation preference parity stock includes the Series A Preferred Stock and the
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Series B Preferred Stock. In any such distribution, the liquidation preference of any holder of our stock other than the Series C Preferred Stock means the amount otherwise payable to such holder in such distribution (assuming no limitation on our assets available for such distribution), including an amount equal to any declared but unpaid dividends in the case of any holder or stock on which dividends accrue on a non-cumulative basis and, in the case of any holder of stock on which dividends accrue on a cumulative basis, an amount equal to any unpaid, accrued, cumulative dividends, whether or not earned or declared, as applicable. If the liquidation preference has been paid in full to all holders of the Series C Preferred Stock and all holders of any liquidation preference parity stock, holders of shares of the Series C Preferred Stock and all holders of any liquidation preference parity stock will have no right or claim to any of our remaining assets and the holders of shares of our common stock or any class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution or winding up, junior to the Series C Preferred Stock, will be entitled to receive all of our remaining assets according to their respective rights and preferences.
For purposes of the liquidation rights, the merger, consolidation or other business combination of us with or into any other entity, including a transaction in which the holders of the Series C Preferred Stock receive cash or property for their shares, or the sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of our assets, shall not constitute a liquidation, dissolution or winding up of us.
Because we are a holding company, our rights and the rights of our creditors and our shareholders, including the holders of the Series C Preferred Stock, to participate in the assets of any of our subsidiaries upon that subsidiarys liquidation or recapitalization may be subject to the prior claims of that subsidiarys creditors, except to the extent that we are a creditor with recognized claims against the subsidiary.
No Maturity, Sinking Fund or Mandatory Redemption
The Series C Preferred Stock has no maturity date and we are not required to redeem the Series C Preferred Stock at any time. Accordingly, the Series C Preferred Stock will remain outstanding indefinitely, unless we decide, at our option, to exercise our redemption rights. The Series C Preferred Stock is not subject to any sinking fund.
Voting Rights
Except as provided below or otherwise required by law, the holders of the Series C Preferred Stock do not have any voting rights.
Right to Elect Two Directors on Nonpayment of Dividends
Whenever dividends on any shares of the Series C Preferred Stock, or any other voting preferred stock (as defined below), shall have not been declared and paid for six full quarterly dividend payments, whether or not for consecutive dividend periods (a nonpayment), the holders of such shares, voting together as a class with holders of any and all other series of voting preferred stock then outstanding, will be entitled to vote for the election of a total of two additional members of our board of directors (the preferred stock directors), provided that the election of any such directors shall not cause us to violate the corporate governance requirements of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors and provided further that our board of directors shall at no time include more than two preferred stock directors. In that event, the number of directors on our board of directors shall automatically increase by two, and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 20% of the Series C Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), and at each subsequent annual meeting. Such request to call a special meeting for the
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initial election of the preferred stock directors after a nonpayment shall be made by written notice, signed by the requisite holders of the Series C Preferred Stock or other voting preferred stock, and delivered to our Secretary in such manner as provided for in the certificate of designations for the Series C Preferred Stock, or as may otherwise be required by law.
Any preferred stock director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of the Series C Preferred Stock together with all series of voting preferred stock then outstanding (voting together as a single class) to the extent such holders have the voting rights described above. So long as a nonpayment shall continue, any vacancy in the office of a preferred stock director (other than prior to the initial election after a nonpayment) may be filled by the written consent of the preferred stock director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of the Series C Preferred Stock and all voting preferred stock when they have the voting rights described above (voting together as a single class); provided that the filling of any such vacancy shall not cause us to violate the corporate governance requirement of the New York Stock Exchange (or any other exchange on which our securities may be listed) that listed companies must have a majority of independent directors. Any such vote to remove, or to fill a vacancy in the office of, a preferred stock director may be taken only at a special meeting called at the request of the holders of record of at least 20% of the Series C Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders). The preferred stock directors shall each be entitled to one vote per director on any matter.
If and when dividends for at least four consecutive quarterly dividend periods following a nonpayment have been paid in full on the Series C Preferred Stock and any other class or series of voting preferred stock, the holders of the Series C Preferred Stock and all other holders of voting preferred stock shall be divested of the foregoing voting rights (subject to revesting in the event of each subsequent nonpayment), the term of office of each preferred stock director so elected shall automatically terminate and the number of directors on the board of directors shall automatically decrease by two. In determining whether dividends have been paid for at least four consecutive quarterly dividend periods following a nonpayment, we may take account of any dividend we elect to pay for any dividend period after the regular dividend payment date for that period has passed.
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, voting preferred stock means any other class or series of preferred stock of Air Lease Corporation ranking equally with the Series C Preferred Stock as to dividends (whether cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of Air Lease Corporation and upon which like voting rights to the Series C Preferred Stock have been conferred and are exercisable. As of the date of this prospectus, with respect to our Series C Preferred Stock, voting preferred stock includes the Series A Preferred Stock and the Series B Preferred Stock. Whether a plurality, majority or other portion of the shares of the voting preferred stock have been voted in favor of any matter shall be determined by reference to the liquidation preference of the shares voted.
Other Voting Rights
So long as any shares of the Series C Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by our restated certificate of incorporation, the vote or consent of the holders of at least two-thirds of the shares of the Series C Preferred Stock at the time outstanding, voting together as a single class with any other series of preferred stock entitled to vote thereon (to the exclusion of all other series of preferred stock), given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating:
| Amendment of Certificate of Incorporation or Certificate of Designations. Any amendment, alteration or repeal of any provision of our restated certificate of incorporation or the certificate of designations |
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for the Series C Preferred Stock that would materially and adversely alter or change the voting powers, preferences or special rights of the Series C Preferred Stock, taken as a whole; provided, however, that the amendment of the certificate of incorporation so as to authorize or create, or to increase the authorized amount of, any class or series of capital stock that does not rank senior to the Series C Preferred Stock in either the payment of dividends (whether such dividends are cumulative or non-cumulative) or in the distribution of assets on our liquidation, dissolution or winding up shall not be deemed to materially or adversely affect the voting powers, preferences or special rights of the Series C Preferred Stock; |
| Authorization of Senior Stock. Any amendment or alteration of the restated certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of any class or series or any securities convertible into shares of any class or series of our capital stock ranking senior to the Series C Preferred Stock in the payment of dividends or in the distribution of assets upon our liquidation, dissolution or winding up; or |
| Share Exchanges, Reclassifications, Mergers and Consolidations and Other Transactions. Any consummation of (x) a binding share exchange or reclassification involving the Series C Preferred Stock or (y) a merger or consolidation of us with another entity (whether or not a corporation), unless in each case (A) the shares of the Series C Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which we are not the surviving or resulting entity, the shares of Series C Preferred Stock are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (B) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and restrictions and limitations thereof, of the Series C Preferred Stock, taken as a whole, immediately prior to such consummation. |
If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would materially and adversely affect the rights, preferences, privileges and voting powers, and restrictions and limitations, taken as a whole, of one or more but not all series of voting preferred stock (including the Series C Preferred Stock for this purpose), then only the series so affected and entitled to vote shall vote, together as a class, to the exclusion of all other series of preferred stock. If all series of preferred stock are not equally affected by the proposed amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above, then only a two-thirds approval of each such series that is materially and adversely affected shall be required.
Without the consent of the holders of the Series C Preferred Stock, we may amend, alter, supplement or repeal any terms of the Series C Preferred Stock:
| to cure any ambiguity, or to cure, correct or supplement any provision contained in the certificate of designations for the Series C Preferred Stock that may be defective or inconsistent, so long as such action does not materially and adversely affect the rights, preferences, privileges and voting powers of the Series C Preferred Stock, taken as a whole; |
| to conform the certificate of designations to the description of the Series C Preferred Stock set forth in the prospectus supplement dated October 5, 2021; or |
| to make any provision with respect to matters or questions arising with respect to the Series C Preferred Stock that is not inconsistent with the provisions of the certificate of designations. |
The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which the vote would otherwise be required shall be effected, all outstanding shares of the Series C Preferred Stock have been redeemed or called for redemption on proper notice and sufficient funds have been set aside by us for the
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benefit of the holders of the Series C Preferred Stock to effect the redemption unless in the case of a vote or consent required to authorize senior stock if all outstanding shares of the Series C Preferred Stock are being redeemed with the proceeds from the sale of the stock to be authorized.
Holders of the Series C Preferred Stock do not have any voting rights with respect to, and the consent of the holders of the Series C Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series C Preferred Stock, except as set forth above.
In any matter in which the Series C Preferred Stock may vote (as expressly provided in the certificate of designations setting forth the terms of the Series C Preferred Stock), each share of the Series C Preferred Stock is entitled to one vote per $1,000.00 of liquidation preference. As a result, each share of the Series C Preferred Stock is generally entitled to one vote. If the Series C Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock and any other liquidation preference parity stock are entitled to vote together as a single class on any matter, the holders of each will vote in proportion to their respective liquidation preferences.
Voting Rights Under Delaware Law
Under current provisions of the Delaware General Corporation Law, the holders of issued and outstanding preferred stock are entitled to vote as a class, with the consent of the majority of the class being required to approve an amendment to our restated certificate of incorporation if the amendment would increase or decrease the aggregate number of authorized shares of such class or increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. If any such proposed amendment would alter or change the powers, preferences or special rights of one or more series of preferred stock so as to affect them adversely, but would not so affect the entire class of preferred stock, only the shares of the series so affected shall be considered a separate class for purposes of this vote on the amendment.
No Preemptive and Conversion Rights
Holders of the Series C Preferred Stock do not have any preemptive rights. The Series C Preferred Stock is not convertible into or exchangeable for property or shares of any other series or class of our capital stock.
Transfer Agent and Registrar
Equiniti Trust Company, LLC is the transfer agent and registrar for the Series C Preferred Stock as of the date of this prospectus. We may terminate such appointment and may appoint a successor transfer agent and/or registrar at any time and from time to time. The transfer agent and/or registrar may be a person or entity affiliated with us.
Calculation Agent
As used in this section of the prospectus under the heading 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, the calculation agent means, at any time, us, an entity affiliated with us, or the person or entity appointed by us pursuant to a calculation agent agreement between us and a calculation agent (the calculation agency agreement) and serving as such agent with respect to the Series C Preferred Stock at such time (including any successor to such person or entity). Deutsche Bank Trust Company Americas is the calculation agent for the Series C Preferred Stock as of the original issue date. We may terminate any such appointment and may appoint a successor agent at any time and from time to time. We may appoint ourselves or an affiliate of ours as calculation agent. Notwithstanding anything to the contrary set forth herein, whenever the calculation agent is referred to as selecting, determining or otherwise exercising discretion hereunder, this shall mean the calculation agent acting in accordance with and under the terms of the calculation agency agreement.
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This prospectus describes certain terms for calculating or determining rates. The calculation agent will be required to make certain determinations and calculations in accordance with the calculation agency agreement and as summarized herein. Those determinations or calculations will be conclusive for all purposes and final and binding without any liability on the part of the calculation agent, except such as may result from gross negligence, willful misconduct or bad faith of the calculation agent or any of its direct or indirect shareholders, subsidiaries, affiliates, officers, directors or employees.
Registration Rights
Pursuant to the Registration Rights Agreement, dated June 4, 2010, by and between us and FBR Capital Markets & Co. (the Registration Rights Agreement), the holders of 4,643,608 shares of Class A Common Stock currently outstanding have the following rights:
On or before April 30, 2011, we were required to file with the SEC, at our expense, a shelf registration statement providing for the resale of any registrable shares from time to time by the holders of such shares. We filed such a registration statement on April 29, 2011. We are also required to maintain, at our expense, a shelf registration statement providing for the resale of any registrable shares, from time to time in one or more offerings, by holders of such shares. This prospectus is part of a shelf registration statement that we have filed in accordance with our obligations under the Registration Rights Agreement.
We will use our commercially reasonable efforts to cause an applicable shelf registration statement to remain effective until the earliest to occur of:
| such time as all of the registrable shares covered by the shelf registration statement have been sold in accordance with such shelf registration statement; and |
| such time as all registrable shares are eligible for sale without any volume or manner of sale restrictions or compliance by us with any current public information requirements pursuant to Rule 144 (or any successor or analogous rule) under the Securities Act and are listed for trading on a national securities exchange. |
If a registration statement required to be filed by the Registration Rights Agreement ceases to be effective and is not declared effective by the SEC again by the 30th day after such registration statement ceases to be effective or if a registration statement registering the resale of any registrable shares has not been declared effective by the SEC by the 180th day after the filing of such registration statement, a special meeting of stockholders must be called and held within 45 days of such date in accordance with our fourth amended and restated bylaws. At the special meeting, stockholders will vote upon the removal of each or our then-serving directors and will elect such number of directors as there are then vacancies (including any vacancies created by removal of any director). The removal of any director under this remedy provided by the Registration Rights Agreement requires the affirmative vote of the holders of a majority of all outstanding shares of common stock.
Certain Anti-Takeover Matters
Special meeting of stockholders
Our restated certificate of incorporation and our fourth amended and restated bylaws provide that special meetings of our stockholders may be called only by the Chairman of the board of directors, by our Chief Executive Officer or by a majority vote of our entire board of directors.
No stockholder action by written consent
Our restated certificate of incorporation and our fourth amended and restated bylaws prohibit stockholder action by written consent.
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Advance notice requirements for stockholder proposals and director nominations
Our fourth amended and restated bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholders notice must be delivered to our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding years annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, for notice by the stockholder to be considered timely, it must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which we publicly announce the date of the annual meeting. Our fourth amended and restated bylaws also specify certain requirements as to the form and content of a stockholders notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Stockholder-initiated bylaw amendments
Our fourth amended and restated bylaws may be adopted, amended or repealed by stockholders only upon approval of at least two-thirds of the voting power of all the then outstanding shares of the common stock entitled to vote in the election of directors. Additionally, our restated certificate of incorporation provides that our fourth amended and restated bylaws may be adopted, amended or repealed by the board of directors by a majority vote.
Authorized but unissued shares
Our authorized but unissued shares of common stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Supermajority voting
The vote of the holders of not less than two-thirds of the shares of common stock entitled to vote in the election of directors is required to adopt any amendment to our restated certificate of incorporation or fourth amended and restated bylaws. Further, unless otherwise restricted by law, any director or our entire board of directors may be removed, with or without cause, only by the holders of two-thirds of the voting power of all issued and outstanding stock entitled to vote at an election of directors, except that the affirmative vote of the holders of only a majority of the voting power of all of our issued and outstanding common stock is required to remove a director or directors if such vote occurs at a special meeting of the stockholders called specifically to consider the removal of members of the board of directors in connection with the remedies provided under our Registration Rights Agreement. See Registration Rights above.
The foregoing provisions may discourage attempts by others to acquire control of us without negotiation with our board of directors. This enhances our board of directors ability to attempt to promote the interests of all of our stockholders. However, to the extent that these provisions make us a less attractive takeover candidate, they may not always be in our best interests or in the best interests of our stockholders.
Section 203 of the Delaware General Corporation Law
Our restated certificate of incorporation does not opt out of Section 203 of the Delaware General Corporation Law. Subject to certain exceptions, Section 203 of the Delaware General Corporation Law prohibits a public
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Delaware corporation from engaging in a business combination (as defined in such section) with an interested stockholder (defined generally as any person who beneficially owns 15% or more of the outstanding voting stock of such corporation or any person affiliated with such person) for a period of three years following the time that such stockholder became an interested stockholder, unless:
(i) | prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
(ii) | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation outstanding at the time the transaction commenced (excluding for purposes of determining the voting stock of such corporation outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (A) by persons who are directors and also officers of such corporation and (B) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or |
(iii) | on or subsequent to such time the stockholder became interested, the business combination is approved by the board of directors of such corporation and authorized at a meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder. |
Forum selection clause in our bylaws
Our fourth amended and restated bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees or stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or our restated certificate of incorporation or our fourth amended and restated bylaws, or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. Our fourth amended and restated bylaws further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to the provisions described above. This exclusive forum provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or the Securities Act, or any other claim for which the federal courts have exclusive jurisdiction. The exclusive forum provision in our fourth amended and restated bylaws will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
This exclusive forum provision may limit a stockholders ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees or stockholders, which may discourage lawsuits against us and our directors, officers and other employees and stockholders. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The Court of Chancery of the State of Delaware may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. However, the enforceability of similar exclusive forum provisions in other companies certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our fourth amended and restated bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.
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Limitation on liability and indemnification of directors and officers
Our restated certificate of incorporation and fourth amended and restated bylaws provide that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it currently exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on our behalf. In addition, our restated certificate of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors.
In addition to the indemnification provided by our restated certificate of incorporation and fourth amended and restated bylaws, we have entered into agreements to indemnify our directors and executive officers. These agreements, among other things and subject to certain standards to be met, require us to indemnify these directors and officers for certain expenses, including attorneys fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in our right, arising out of that persons services as a director or officer of us or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. These agreements also require us to advance expenses to these officers and directors for defending any such action or proceeding, subject to an undertaking to repay such amounts if it is ultimately determined that such director or officer was not entitled to be indemnified for such expenses.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, we 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.
Stock exchange listing symbol
Our Class A Common Stock is listed on the NYSE under the symbol AL and our Series A Preferred Stock is listed on the NYSE under the symbol AL PRA. Our Class B Non-Voting Common Stock, Series B Preferred Stock and Series C Preferred Stock are not currently listed on any national securities exchange or market system.
Transfer agent and registrar
Equiniti Trust Company, LLC is the transfer agent and registrar for our Class A Common Stock. We may terminate such appointment and may appoint a successor transfer agent and/or registrar at any time and from time to time. The transfer agent and/or registrar may be a person or entity affiliated with us.
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We may issue warrants for the purchase of debt securities, preferred stock, depositary shares or Class A Common Stock. Warrants may be issued independently or together with our debt securities, preferred stock, depositary shares or Class A Common Stock and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. A copy of the warrant agreement will be filed with the SEC in connection with any offering of warrants. As of May 6, 2024, we had no warrants outstanding.
The prospectus supplement relating to a particular issue of warrants to purchase debt securities, preferred stock, depositary shares or Class A Common Stock will describe the terms of those warrants, including the following:
| the title of the warrants; |
| the offering price for the warrants, if any; |
| the aggregate number of the warrants; |
| the designation and terms of the debt securities, preferred stock, depositary shares or Class A Common Stock that may be purchased upon exercise of the warrants; |
| if applicable, the designation and terms of the securities that the warrants are issued with and the number of warrants issued with each security; |
| if applicable, the date from and after which the warrants and any securities issued with them will be separately transferable; |
| if applicable, the principal amount of debt securities that may be purchased upon exercise of a warrant and the price at which the debt securities may be purchased upon exercise; |
| if applicable, the number of shares of preferred stock, Class A Common Stock or depositary shares that may be purchased upon exercise of a warrant and the price at which the shares may be purchased upon exercise; |
| the dates on which the right to exercise the warrants will commence and expire; |
| if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; |
| whether the warrants represented by the warrant certificates or debt securities that may be issued upon exercise of the warrants will be issued in registered or certified form; |
| information relating to book-entry procedures, if any; |
| the currency or currency units in which the offering price, if any, and the exercise price are payable; |
| if applicable, a discussion of material United States federal income tax considerations; |
| anti-dilution provisions of the warrants, if any; |
| redemption or call provisions, if any, applicable to the warrants; |
| any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants; and |
| any other information we think is important about the warrants. |
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DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock as specified in the applicable prospectus supplement and/or free writing prospectus. We may issue depositary shares rather than fractional shares of preferred stock of any series. Subject to the terms of the applicable deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in shares of preferred stock underlying that depositary share, to all rights and preferences of the preferred stock underlying that depositary share. Those rights may include dividend, voting, redemption and liquidation rights.
The shares of preferred stock underlying the depositary shares will be deposited with a depositary under a deposit agreement between us and the depositary. The depositary will be a bank or trust company selected by us. The depositary will also act as the transfer agent, registrar and, if applicable, dividend disbursing agent for the depositary shares. We anticipate that we will enter into a separate deposit agreement for the depositary shares representing fractional interests in preferred stock of each series.
Holders of depositary receipts evidencing the depositary shares will be deemed to agree to be bound by the deposit agreement, which requires holders to take certain actions, such as filing proof of residence and paying certain charges.
The following is a summary of selected terms of the depositary shares and the related depositary receipts and deposit agreement. The deposit agreement, the depositary receipts, our restated certificate of incorporation and the certificate of designation for the applicable series of preferred stock that have been, or will be, filed with the SEC will set forth all of the terms relating to each issue of depositary shares. To the extent that any particular terms of any depositary shares or the related depositary receipts or deposit agreement described in the applicable prospectus supplement or free writing prospectus differ from any of the terms described below, then the terms described below will be deemed to have been superseded by the applicable terms described in that prospectus supplement or free writing prospectus. The following summary of selected provisions of the depositary shares and the related depositary receipts and deposit agreement is not complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the applicable depositary receipts and deposit agreement, including terms defined in those documents.
Immediately following our issuance of shares of a series of preferred stock that will be offered as depositary shares, we will deposit the shares of preferred stock with the applicable depositary, which will then issue and deliver the depositary receipts. Depositary receipts will only be issued evidencing whole depositary shares. A depositary receipt may evidence any number of whole depositary shares.
Dividends
The depositary will distribute all cash dividends or other cash distributions received relating to the series of preferred stock underlying the depositary shares to the record holders of depositary receipts in proportion to the number of depositary shares owned by those holders on the relevant record date. The record date for the depositary shares will be the same date as the record date for the preferred stock.
If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts that are entitled to receive the distribution. However, if the depositary determines that the distribution cannot be made proportionately among the holders or that it is not feasible to make the distribution, the depositary may, with our approval, adopt another method for the distribution. The method may include selling the securities or property and distributing the net proceeds to the holders.
The amount distributed in any of the foregoing cases will be reduced by any amounts required to be withheld by us or the depositary on account of taxes or other governmental charges.
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Liquidation Preference
If we voluntarily or involuntarily liquidate, dissolve or wind up, the holders of each depositary share will be entitled to receive the fraction of the liquidation preference accorded each share of the applicable series of preferred stock, as set forth in the applicable prospectus supplement.
Redemption
If the series of preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the proceeds received by the depositary from the redemption, in whole or in part, of preferred stock held by the depositary. Whenever we redeem any preferred stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the preferred stock so redeemed. The depositary will mail the notice of redemption to the record holders of the depositary receipts promptly upon receiving the notice from us and not less than 30 nor more than 60 days prior to the date fixed for redemption of the preferred stock and the depositary shares. The redemption price per depositary share will be equal to the applicable fraction of the redemption price payable per share for the applicable series of preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or ratably, at the depositarys election.
After the date fixed for redemption, the depositary shares so called for redemption will no longer be deemed to be outstanding and all rights of the holders of the depositary shares will cease, except the right to receive the moneys payable upon redemption and any moneys or other property to which the holders of the depositary shares were entitled upon the redemption, upon surrender to the depositary of the depositary receipts evidencing the depositary shares.
Voting
Upon receipt of notice of any meeting at which the holders of preferred stock are entitled to vote, the depositary will mail the information contained in the notice of meeting to the record holders of the depositary receipts representing the preferred stock. Each record holder of those depositary receipts on the record date will be entitled to instruct the depositary as to the exercise of the voting rights pertaining to the amount of preferred stock underlying that holders depositary shares. The record date for the depositary shares will be the same date as the record date for the preferred stock. The depositary will try, as far as practicable, to vote the preferred stock underlying the depositary shares in a manner consistent with the instructions of the holders of the depositary receipts. We will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary to do so. The depositary will not vote the preferred stock to the extent that it does not receive specific instructions from the holders of depositary receipts.
Withdrawal of Preferred Stock
Owners of depositary shares are entitled, upon surrender of depositary receipts at the applicable office of the depositary and payment of any unpaid amount due the depositary, to receive the number of whole shares of preferred stock underlying the depositary shares. Partial shares of preferred stock will not be issued. After the withdrawal of shares of preferred stock as described in the preceding sentence, the holders of those shares of preferred stock will not be entitled to deposit the shares under the deposit agreement or to receive depositary receipts evidencing depositary shares for those shares of preferred stock.
Amendment and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the applicable deposit agreement may be amended at any time and from time to time by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares,
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other than any change in fees, will not be effective unless the amendment has been approved by at least a majority of the depositary shares then outstanding. The deposit agreement automatically terminates if:
| all outstanding depositary shares have been redeemed; or |
| there has been a final distribution relating to the preferred stock in connection with our liquidation, dissolution or winding up, and that distribution has been made to all the holders of depositary shares. |
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will also pay charges of the depositary in connection with the initial deposit of the preferred stock and the initial issuance of the depositary shares and receipts, any redemption of the preferred stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income and other taxes and governmental charges and certain other charges as provided in the deposit agreement. In certain circumstances, the depositary may refuse to transfer depositary shares, withhold dividends and distributions, and sell the depositary shares evidenced by the depositary receipt, if the charges are not paid.
Reports to Holders
The depositary will forward to the holders of depositary receipts all reports and communications we deliver to the depositary that we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection by holders of depositary receipts at the applicable office of the depositary and at other places as it thinks is advisableany reports and communications we deliver to the depositary as the holder of preferred stock.
Liability and Legal Proceedings
Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely on written advice of counsel or accountants, on information provided by holders of depositary receipts or other persons believed in good faith to be competent to give such information and on documents believed to be genuine and to have been signed or presented by the proper persons.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering a notice to us of its election to do so. We may also remove the depositary at any time. Any such resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of such appointment. The successor depositary must be appointed within 60 days after delivery of the notice for resignation or removal. In addition, the successor depositary must be a bank or trust company having its principal office in the United States and must have a combined capital and surplus of at least $150,000,000.
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The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the rights that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our Class A Common Stock and/or any of the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the rights and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus is a part the form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related series of rights. As of May 6, 2024, we had no rights outstanding.
We may issue any series of rights, certain terms of that series of rights will be described in the applicable prospectus supplement, including, without limitation, the following:
| the date of determining the stockholders entitled to the rights distribution; |
| the securities purchasable upon exercise of the rights; |
| the exercise price; |
| the aggregate number of rights issued; |
| the date, if any, on and after which the rights will be separately transferable; |
| the date on which the right to exercise the rights will commence, and the date on which the right will expire; |
| a discussion of certain United States federal income tax considerations applicable to the rights; and |
| any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of the rights. |
Each right will entitle the holder of rights to purchase for cash the securities at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will be void.
Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable prospectus supplement.
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DESCRIPTION OF PURCHASE CONTRACTS
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the purchase contracts that we may issue under this prospectus. While the features we have summarized below will generally apply to any future purchase contracts we may issue under this prospectus, we will describe the particular terms of any purchase contracts that we may issue in more detail in the applicable prospectus supplement. The specific terms of any purchase contracts may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those purchase contracts, as well as for other reasons. Because the terms of any purchase contracts we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.
We will incorporate by reference into the registration statement of which this prospectus is a part the form of any purchase contract that we may issue under this prospectus before the sale of the related purchase contract. We urge you to read the applicable prospectus supplements related to the specific purchase contracts being offered, as well as the complete instruments that contain the terms of the securities that are subject to those purchase contracts. Certain of those instruments, or forms of those instruments, have been, or will be, filed as exhibits to the registration statement of which this prospectus is a part, and supplements to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.
We may issue purchase contracts, including contracts obligating holders to purchase from us, and for us to sell to holders, a specific or variable number of our securities at a future date or dates. Alternatively, the purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specific or varying number of our securities. Purchase contracts will be issued pursuant to one or more purchase contract agreements to be entered into between us and a bank or trust company, as purchase contract agent. When we issue purchase contracts, we will provide the specific terms of the purchase contracts in a prospectus supplement. A copy of the applicable form of purchase contract will be included as an exhibit to a report we file with the SEC incorporated by reference herein.
If we offer any purchase contracts, certain terms of that series of purchase contracts will be described in the applicable prospectus supplement, including, without limitation, the following:
| the price of the securities or other property subject to the purchase contracts (which may be determined by reference to a specific formula described in the purchase contracts); |
| whether the purchase contracts are issued separately, or as a part of units each consisting of a purchase contract and one or more of our other securities, including U.S. Treasury securities, securing the holders obligations under the purchase contract; |
| any requirement for us to make periodic payments to holders or vice versa, and whether the payments are unsecured or pre-funded; |
| any provisions relating to any security provided for the purchase contracts; |
| whether the purchase contracts obligate the holder or us to purchase or sell, or both purchase and sell, the securities subject to purchase under the purchase contract, and the nature and amount of each of those securities, or the method of determining those amounts; |
| whether the purchase contracts are to be prepaid or not; |
| whether the purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of the securities subject to purchase under the purchase contract; |
| any acceleration, cancellation, termination or other provisions relating to the settlement of the purchase contracts; |
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| a discussion of certain United States federal income tax considerations applicable to the purchase contracts; |
| whether the purchase contracts will be issued in fully registered or global form; and |
| any other terms of the purchase contracts and any securities subject to such purchase contracts. |
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The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the units that we may offer under this prospectus. We may issue units consisting of two or more other constituent securities offered hereby. These units may be issuable as, and for a specified period of time may be transferable only as a single security, rather than as the separate constituent securities comprising such units. Units will be issued pursuant to one or more unit agreements to be entered into between us and a bank or trust company, as unit agent. While the features we have summarized below will generally apply to any units we may offer under this prospectus, we will describe the particular terms of any units that we may offer in more detail in the applicable prospectus supplement. The specific terms of any units may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those units, as well as for other reasons. Because the terms of any units we offer under a prospectus supplement may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.
We urge you to read the applicable prospectus supplement related to the specific units being offered, as well as the complete instruments that contain the terms of the securities that comprise those units. Certain of those instruments, or forms of those instruments, have been, or will be, filed as exhibits to the registration statement of which this prospectus is a part, and supplements to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.
If we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following, as applicable:
| the title of the series of units; |
| identification and description of the separate constituent securities comprising the units; |
| the price or prices at which the units will be issued; |
| the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
| a discussion of certain United States federal income tax considerations applicable to the units; and |
| any other terms of the units and their constituent securities. |
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General
We may sell the securities from time to time in one or more offerings, by a variety of methods, including the following:
| on any national securities exchange or quotation service on which our securities may be listed at the time of sale, including the NYSE; |
| in the over-the-counter market; |
| in transactions otherwise than on such exchange or in the over-the-counter market, which may include privately negotiated transactions and sales directly to one or more purchasers; |
| through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| through purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| through underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination of these methods; |
| through short sales; |
| through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| by pledge to secure debts or other obligations; |
| a combination of any of these methods; or |
| by any other method permitted pursuant to applicable law. |
The securities may be distributed by us from time to time in one or more transactions:
| at a fixed price or prices, which may be changed; |
| at market prices prevailing at the time of sale; |
| at prices related to such prevailing market prices; |
| at varying prices determined at the time of sale; or |
| at negotiated prices. |
Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for
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which they may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities under this prospectus, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with any offering of securities pursuant to this prospectus will be limited to an amount that is fair and reasonable, with such amount to be evaluated based on the size and type of the securities being offered as well as the risk assumed by the underwriters, dealers or agents, as the case may be. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts will not, at the time of delivery, be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.
We may engage in at-the-market offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of Class A Common Stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of our Class A Common Stock. In addition, we may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
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Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP.
The consolidated financial statements of Air Lease Corporation and its subsidiaries as of December 31, 2023 and 2022, and for each of the years in the three-year period ended December 31, 2023, and managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
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AIR LEASE CORPORATION
Debt Securities
Preferred Stock
Class A Common Stock
Warrants
Depositary Shares
Rights
Purchase Contracts
Units
Offered, from time to time, by Air Lease Corporation
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
The following table sets forth the estimated expenses (other than underwriting compensation) to be incurred by us in connection with the offering of the securities being registered hereby. All the amounts shown are estimates.
SEC registration fee |
$ | (1) | ||
Legal fees |
(2) | |||
Accounting fees |
(2) | |||
Trustees fees |
(2) | |||
Printing and engraving expenses |
(2) | |||
Blue sky fees and expenses |
(2) | |||
Miscellaneous |
(2) | |||
|
|
|||
Total(3) |
$ | (2) | ||
|
|
(1) | We are registering an indeterminate amount of securities under this registration statement and, in accordance with Rules 456(b) and 457(r), we are deferring payment of the registration fee. |
(2) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
(3) | Does not include any fees or expenses in connection with any subsequent underwritten offering and any supplements prepared in connection therewith. |
Item 15. | Indemnification of Directors and Officers. |
The following summary is qualified in its entirety by reference to our restated certificate of incorporation and fourth amended and restated bylaws.
Section 102(b)(7) of the Delaware General Corporation Law (DGCL) allows a corporation to provide in its certificate of incorporation that a director or officer of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty, except (A) where the director or officer (i) breached the duty of loyalty, (ii) failed to act in good faith, (iii) engaged in intentional misconduct or knowingly violated a law, (iv) authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law, or (v) obtained an improper personal benefit, or (B) actions against an officer by or in the right of the corporation.
Our restated certificate of incorporation provides for this limitation of liability for our directors.
Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145(b) further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party
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to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification will be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and, only to the extent that, the Delaware Court of Chancery or such other court in which such action or suit was brought will determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court deems proper.
Our fourth amended and restated bylaws provide for the indemnification of officers and directors of our Company consistent with Section 145 of the DGCL.
The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our restated certificate of incorporation, our fourth amended and restated bylaws, agreement, vote of stockholders or directors or otherwise. We also entered into indemnification agreements with our directors and executive officers that generally provide for mandatory indemnification to the fullest extent permitted by law.
Delaware law also provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against any liability asserted against and incurred by such person, whether or not the corporation would have the power to indemnify such person against such liability. We maintain, at our expense, an insurance policy that insures our officers and directors, subject to customary exclusions and deductions, against specified liabilities that may be incurred in those capacities.
Item 16. | Exhibits. |
EXHIBIT INDEX
Incorporated by Reference | ||||||||||
Exhibit |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date | |||||
1.1 | Form of Underwriting Agreement | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.1 | Restated Certificate of Incorporation of Air Lease Corporation | S-1 | 333-171734 | 3.1 | January 14, 2011 | |||||
4.2 | Fourth Amended and Restated Bylaws of Air Lease Corporation | 8-K | 001-35121 | 3.1 | March 27, 2018 | |||||
4.3 | Form of Specimen Class A Common Stock Certificate | S-1 | 333-171734 | 4.1 | March 25, 2011 |
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Incorporated by Reference | ||||||||||
Exhibit |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date | |||||
4.13 | Form of Certificate of Designation of Preferred Stock | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.14 | Form of Certificate for Preferred Stock | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.15 | Form of Deposit Agreement | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.16 | Form of Warrant Agreement and Warrant Certificate | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.17 | Form of Rights Agreement | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.18 | Form of Purchase Contract | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
4.19 | Form of Unit Agreement and Unit Certificate | To be filed by amendment or incorporated by reference or, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 if there is an offering of the specified securities. | ||||||||
5.1 | Opinion of Cooley LLP | Filed herewith | ||||||||
23.1 | Consent of Independent Registered Accounting Firm | Filed herewith |
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Incorporated by Reference | ||||||||||
Exhibit |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date | |||||
23.2 | Consent of Cooley LLP | Included in Exhibit 5.1 | ||||||||
24.1 | Power of Attorney | Included on the signature page hereto | ||||||||
25.1 | Statement of Eligibility of Trustee, Deutsche Bank Trust Company Americas, on Form T-1 | Filed herewith | ||||||||
107 | Calculation of Filing Fee Tables | Filed herewith |
Item 17. | Undertakings. |
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 20% change in the maximum aggregate offering price set forth in the Calculation of Filing Fee Tables or Calculation of Registration Fee table, as applicable, in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section 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 the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) 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
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Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the 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 the registration statement relating to the securities in the 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 the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the 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 the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant 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, the undersigned registrant 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 registrant 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 registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, State of California, on May 6, 2024.
AIR LEASE CORPORATION | ||
By: | /s/ Gregory B. Willis | |
Name: | Gregory B. Willis | |
Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Each person whose signature appears below hereby constitutes and appoints Steven F. Udvar-Házy, John L. Plueger and Carol H. Forsyte, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him or her and in his or her name, place and stead, in any and all capacities, in connection with the Registrants Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, any and all post-effective amendments to this Registration Statement, and any Registration Statement filed pursuant to Rule 413 or Rule 462 under the Securities Act, as the attorney-in-fact and to file or cause to be filed the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as 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 substitutes may lawfully do or cause to be done by virtue hereof.
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 |
Title |
Date | ||
/s/ Steven F. Udvar-Házy Steven F. Udvar-Házy |
Executive Chairman of the Board of Directors | May 6, 2024 | ||
/s/ John L. Plueger John L. Plueger |
Chief Executive Officer and President (Principal Executive Officer) | May 6, 2024 | ||
/s/ Gregory B. Willis Gregory B. Willis |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 6, 2024 | ||
/s/ Matthew J. Hart Matthew J. Hart |
Director | May 6, 2024 | ||
/s/ Yvette Hollingsworth Clark Yvette Hollingsworth Clark |
Director | May 6, 2024 |
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Signature |
Title |
Date | ||
/s/ Cheryl Gordon Krongard Cheryl Gordon Krongard |
Director | May 6, 2024 | ||
/s/ Marshall O. Larsen Marshall O. Larsen |
Director | May 6, 2024 | ||
/s/ Susan R. McCaw Susan R. McCaw |
Director | May 6, 2024 | ||
/s/ Robert A. Milton Robert A. Milton |
Director | May 6, 2024 | ||
Ian M. Saines |
Director |
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Exhibit 5.1
John-Paul Motley
+1 213 561 3204
jpmotley@cooley.com
May 6, 2024
Air Lease Corporation
2000 Avenue of the Stars, Suite 1000N
Los Angeles, California 90067
Re: Air Lease Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Air Lease Corporation, a Delaware corporation (the Company), in connection with the filing by the Company with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form S-3 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement includes a prospectus (the Base Prospectus) that provides it will be supplemented in the future by one or more prospectus supplements (each, a Prospectus Supplement). The Registration Statement, including the Base Prospectus (as supplemented from time to time by one or more Prospectus Supplements), will provide for the registration by the Company of the sale of the following securities:
| debt securities, in one or more series (the Debt Securities), which may be issued pursuant to that certain Indenture, dated as of November 20, 2018, by and between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), incorporated by reference as Exhibit 4.11 to the Registration Statement (the Base Indenture), and any supplemental indentures or officers certificates thereto establishing the terms of each series of Debt Securities (the Supplemental Indenture Documents); |
| shares of preferred stock, par value $0.01 per share, of the Company in one or more series (the Preferred Stock); |
| shares of Class A Common Stock, par value $0.01 per share, of the Company (the Common Stock); |
| warrants to purchase Debt Securities, Preferred Stock, Common Stock or Depositary Shares (as defined below) (the Warrants), which may be issued under one or more warrant agreements, to be dated on or about the date of the first issuance of the Warrants thereunder, by and between a warrant agent to be selected by the Company (the Warrant Agent) and the Company (each, a Warrant Agreement); |
| depositary shares representing fractional interests in shares of Preferred Stock (Depositary Shares), to be evidenced by depositary receipts (the Depositary Receipts), which may be issued under one or more deposit agreements, to be dated on or about the date of first issuance of the Depositary Shares thereunder, by and between a depositary to be selected by the Company (the Depositary) and the Company (each, a Deposit Agreement); |
| rights (the Rights) to purchase Debt Securities, Preferred Stock, Common Stock, Warrants, Depositary Shares, Purchase Contracts (as defined below) and/or Units (as defined below), which may be issued pursuant to one or more rights agreements, to be dated on or about the date of first issuance of the Rights thereunder, by and between a rights agent to be selected by the Company (the Rights Agent) and the Company (each, a Rights Agreement); |
Cooley LLP 355 S. Grand Ave Suite 900, Los Angeles, CA 90071
t: (213) 561-3250 f: (213) 561-3244 cooley.com
May 6, 2024
Page Two
| purchase contracts (Purchase Contracts) for the purchase of Debt Securities, Preferred Stock, Common Stock, Warrants, Depositary Shares, Rights and/or Units, which may be issued pursuant to one or more purchase contract agreements, to be dated on or about the date of first issuance of the Purchase Contracts thereunder, by and between a purchase contract agent to be selected by the Company (the Purchase Contract Agent) and the Company (each, a Purchase Contract Agreement); and |
| units (the Units) consisting of two or more series of Debt Securities, Preferred Stock, Common Stock, Warrants, Depositary Shares, Rights and/or Purchase Contracts, which may be issued pursuant to one or more unit agreements, to be dated on or about the date of first issuance of the Units thereunder, by and between a units agent to be selected by the Company (the Units Agent) and the Company (each, a Unit Agreement). |
The Debt Securities, the Preferred Stock, the Common Stock, the Warrants, the Depositary Shares, the Rights, the Purchase Contracts and the Units, plus any additional securities that may be registered pursuant to any registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act in connection with an offering by the Company pursuant to the Registration Statement, are collectively referred to herein as the Securities. The Securities are being registered for offer and sale from time to time pursuant to Rule 415 under the Securities Act.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the Base Prospectus, (b) the Companys certificate of incorporation and bylaws, each as currently in effect, (c) the Base Indenture and (d) such other records, documents, certificates, opinions, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
In rendering this opinion, we have assumed the genuineness of all signatures; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof.
With respect to our opinion as to the Common Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock will be authorized and available for issuance and that the consideration for the issuance and sale of the Common Stock (or Preferred Stock convertible into, Warrants and Units, exercisable for, or Rights and Purchase Contracts to purchase Common Stock) will be in an amount that is not less than the par value of the Common Stock. With respect to our opinion as to the Preferred Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Preferred Stock will be authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Stock (or Warrants and Units, exercisable for, or Purchase Contracts and Rights to purchase Preferred Stock) will be in an amount that is not less than the par value of the Preferred Stock. We have also assumed that (i) with respect to Securities issuable upon conversion of any convertible Preferred Stock, such convertible Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable; and (ii) with respect to any Securities issuable upon exercise of any Warrants, Rights Purchase Contracts or Units or Rights, such Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.
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Page Three
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware and, as to the Debt Securities, Deposit Agreements, Warrants, Rights Agreements, Purchase Contract Agreement and Units constituting binding obligations of the Company, the laws of the State of New York. Our opinion is based on these laws as in effect on the date hereof. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:
1. With respect to any series of the Debt Securities issued under the Base Indenture and the applicable Supplemental Indenture Documents and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the Indenture and the applicable Supplemental Indenture Documents has been duly authorized by the Company and the Trustee, as applicable, by all necessary corporate action; (iii) the Base Indenture in substantially the form incorporated by reference as an exhibit to the Registration Statement, has been duly executed and delivered by the Company and the Trustee and has been qualified under the Trust Indenture Act of 1939, as amended; (iv) the issuance and terms of the Debt Securities have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture and the applicable Supplemental Indenture Documents so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Companys then operative certificate of incorporation (the Certificate of Incorporation) and bylaws (the Bylaws), and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the notes representing the Debt Securities have been duly executed and delivered by the Company and authenticated by the Trustee pursuant to the Indenture and the applicable Supplemental Indenture Documents and delivered against payment therefor, then the Debt Securities, when issued and sold in accordance with the Indenture and the Supplemental Indenture Documents and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Warrants, Rights, Purchase Contracts or Units in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
2. With respect to the Preferred Stock offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the terms and issuance of the Preferred Stock have been duly authorized by all necessary corporate action on the part of the Company; (iii) the terms of the shares of the Preferred Stock and their issuance and sale do not violate any applicable law, are in conformity with the Certificate of Incorporation and the Bylaws, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) the certificates, if any, for the Preferred Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, then the Preferred Stock, when issued and sold in accordance with a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Warrants, Rights, Purchase Contracts or Units in accordance with their terms, will be validly issued, fully paid and nonassessable.
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Page Four
3. With respect to the Common Stock offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the issuance of the Common Stock has been duly authorized by all necessary corporate action on the part of the Company; (iii) the issuance and sale of the Common Stock do not violate any applicable law, are in conformity with the Certificate of Incorporation and Bylaws, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) the certificates, if any, for the Common Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, then the Common Stock, when issued and sold in accordance with a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible Preferred Stock in accordance with their terms, or upon exercise or settlement of any Warrants, Rights, Purchase Contracts or Units in accordance with their terms, will be validly issued, fully paid and nonassessable.
4. With respect to the Warrants issued under the Warrant Agreements and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the applicable Warrant Agreement has been duly authorized by the Company and the Warrant Agent by all necessary corporate action; (iii) the applicable Warrant Agreement has been duly executed and delivered by the Company and the Warrant Agent; (iv) the issuance and terms of the Warrants have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the applicable Warrant Agreement and as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Certificate of Incorporation and the Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Warrants have been duly executed and delivered by the Company and authenticated by the Warrant Agent pursuant to the applicable Warrant Agreement and delivered against payment therefor, then the Warrants, when issued and sold in accordance with the applicable Warrant Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Rights, Purchase Contracts or Units in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
5. With respect to the Depositary Shares issued under a Depositary Agreement and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the applicable Deposit Agreement has been duly authorized by the Company and the Depositary by all necessary corporate action; (iii) the applicable Deposit Agreement has been duly executed and delivered by the Company and the Depositary; (iv) the issuance and terms of the Depositary Receipts have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Depositary Receipts and of their issuance and sale have been duly established in conformity with the applicable Deposit Agreement and as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Certificate of Incorporation and the Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (vi) the shares of Preferred Stock
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Page Five
relating to such Depositary Shares have been duly authorized for issuance; and (vi) the Depositary Receipts have been duly executed and delivered by the Company and authenticated by the Depositary pursuant to the applicable Deposit Agreement and delivered against payment therefor, then the Depositary Shares, when issued and sold in accordance with the applicable Deposit Agreement and Depositary Receipts and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Warrants, Rights, Purchase Contracts or Units in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
6. With respect to the Rights issued under a Rights Agreement and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the applicable Rights Agreement has been duly authorized by the Company and the Rights Agent by all necessary corporate action; (iii) the applicable Rights Agreement has been duly executed and delivered by the Company and the Rights Agent; (iv) the issuance and terms of the Rights have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Rights and of their issuance and sale have been duly established in conformity with the applicable Rights Agreement and as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Certificate of Incorporation and the Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Rights have been duly executed and delivered by the Company and authenticated by the Rights Agent pursuant to the applicable Rights Agreement and delivered against payment therefor, then the Rights, when issued and sold in accordance with the applicable Rights Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Purchase Contracts or Units in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
7. With respect to the Purchase Contracts issued under a Purchase Contract Agreement and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the applicable Purchase Contract Agreement has been duly authorized by the Company and the Purchase Contract Agent by all necessary corporate action; (iii) the applicable Purchase Contract Agreement has been duly executed and delivered by the Company and the Purchase Contract Agent; (iv) the issuance and terms of the Purchase Contracts have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Purchase Contracts and of their issuance and sale have been duly established in conformity with the applicable Purchase Contract Agreement and as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Certificate of Incorporation and the Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Purchase Contracts have been duly executed and delivered by the Company and authenticated by the Purchase Contract Agent pursuant to the applicable Purchase Contract Agreement and delivered against payment therefor, then the Purchase Contracts, when issued and sold in accordance with the applicable Purchase Contract Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Rights or Units in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
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8. With respect to the Units issued under a Units Agreement and offered under the Registration Statement, provided that (i) the Registration Statement and any required post-effective amendment thereto have become effective under the Securities Act and the Base Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the applicable Units Agreement has been duly authorized by the Company and the Units Agent by all necessary corporate action; (iii) the applicable Units Agreement has been duly executed and delivered by the Company and the Units Agent; (iv) the issuance and terms of the Units have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Units and of their issuance and sale have been duly established in conformity with the applicable Units Agreement and as described in the Registration Statement, the Base Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Certificate of Incorporation and the Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (vi) the Units have been duly executed and delivered by the Company and authenticated by the Units Agent pursuant to the applicable Units Agreement and delivered against payment therefor, then the Units, when issued and sold in accordance with the applicable Units Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon exercise or settlement of any Purchase Contracts in accordance with their terms, will be binding obligations of the Company, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally, and by general equitable principles (regardless of whether considered in a proceeding at law or in equity).
We advise you that a judgment for money rendered or enforced by a court of the State of New York or a federal court of the United States sitting in the State of New York and applying New York law that relates to any obligation under any of the Securities or an agreement relating to the Securities denominated in a currency other than United States dollars ordinarily would be rendered or enforced by such a court only in United States dollars. The method used to determine the rate of conversion of a foreign currency into United States dollars will depend on various factors. We express no opinion as to whether a court would award a judgment in a currency other than U.S. dollars or the particular date or rate of exchange that would be used by such court in the entry of a judgment.
Our opinion set forth above is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied or may be inferred beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
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Page Seven
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading Legal Matters in the Base Prospectus. We further consent to the incorporation by reference of this opinion into any registration statement filed pursuant to Rule 462(b) under the Securities Act with respect to additional Securities. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Cooley LLP
By: | /s/ John-Paul Motley | |
John-Paul Motley |
Cooley LLP 355 S. Grand Ave Suite 900, Los Angeles, CA 90071
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Exhibit 23.1
KPMG LLP Suite 700 20 Pacifica Irvine, CA 92618-3391 |
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 15, 2024, with respect to the consolidated financial statements of Air Lease Corporation, and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading Experts in the prospectus.
/s/ KPMG LLP
Irvine, California
May 6, 2024
KPMG LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.
Exhibit 25.1
UNITED STATES
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) |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK | 13-4941247 | |
(Jurisdiction of Incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification no.) | |
1 COLUMBUS CIRCLE NEW YORK, NEW YORK | 10019 | |
(Address of principal executive offices) | (Zip Code) |
Deutsche Bank Trust Company Americas
1 Columbus Circle
New York, New York 10019
(212) 250 2500
(Name, address and telephone number of agent for service)
AIR LEASE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware | 27-1840403 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
2000 Avenue of the Stars, Suite 1000N Los Angeles, CA |
90067 | |
(Address of principal executive offices) | (Zip code) |
DEBT SECURITIES
(Title of the Indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee. |
||
(a) Name and address of each examining or supervising authority to which it is subject. | ||
Name |
Address | |
Federal Reserve Bank (2nd District) |
New York, NY | |
Federal Deposit Insurance Corporation |
Washington, D.C. | |
New York State Banking Department |
Albany, NY | |
(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
Item 3. -15. Not Applicable
Item 16. List of Exhibits.
Exhibit 1 - |
Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 2 - |
Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 3 - |
Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 4 - |
A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated March 2, 2023 (see attached). |
Exhibit 5 - |
Not applicable. | |
Exhibit 6 - |
Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. | |
Exhibit 7 - |
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
Exhibit 8 - |
Not Applicable. | |
Exhibit 9 - |
Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 17th day of April, 2024.
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||
By: | /s/ Jacqueline Bartnick | |
Name: Jacqueline Bartnick | ||
Title: Director |
Exhibit 4
AMENDED AND RESTATED
BY-LAWS
OF
DEUTSCHE BANK TRUST COMPANY AMERICAS
ARTICLE I
STOCKHOLDERS
Section 1.01. Annual Meeting. The annual meeting of the stockholders of Deutsche Bank Trust Company Americas (the Company) shall be held in the City of New York within the State of New York within the first four months of the Companys fiscal year, on such date and at such time and place as the board of directors of the Company (Board of Directors or Board) may designate in the call or in a waiver of notice thereof, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.
Section 1.02. Special Meetings. Special meetings of the stockholders of the Company may be called by the Board of Directors or by the President, and shall be called by the President or by the Secretary upon the written request of the holders of record of at least twenty-five percent (25%) of the shares of stock of the Company issued and outstanding and entitled to vote, at such times. If for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the Company, the Board of Directors shall call a special meeting for the election of directors within two weeks after the expiration of such period; otherwise, holders of record of ten percent (10%) of the shares of stock of the Company entitled to vote in an election of directors may, in writing, demand the call of a special meeting at the office of the Company for the election of directors, specifying the date and month thereof, but not less than two nor more than three months from the date of such call. At any such special meeting called on demand of stockholders, the stockholders attending, in person or by proxy, and entitled to vote in an election of directors shall constitute a quorum for the purpose of electing directors, but not for the transaction of any other business.
Section 1.03. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than 10 nor more than 50 days before the date of such meeting (or any other action) to each stockholder of record entitled to vote, at his post office address appearing upon the records of the Company or at such other address as shall be furnished in writing by him to the Secretary of the Company for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 1.04. Quorum. The holders of record of at least a majority of the shares of the stock of the Company issued and outstanding and entitled to vote, present in person or by proxy, shall, except as otherwise provided by law, by the Companys Organization Certificate or by these By-Laws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained.
Section 1.05. Organization of Meetings. Meetings of the stockholders shall be presided over by the Chairman of the Board or, if he is not present, by the President or, if he is not present, by a chairman to be chosen at the meeting. The Secretary of the Company, or in his absence an Assistant Secretary, shall act as secretary of the meeting, if present.
- 1 -
Section 1.06. Voting. At each meeting of stockholders, except as otherwise provided by statute, the Companys Organization Certificate or these By-Laws, every holder of record of stock entitled to vote shall be entitled to one vote in person or by proxy for each share of such stock standing in his name on the records of the Company. Elections of directors shall be determined by a plurality of the votes cast thereat and, except as otherwise provided by statute, the Companys Organization Certificate or these By-Laws, all other action shall be determined by a majority of the votes cast at such meeting.
At all elections of directors, the voting shall be by ballot or in such other manner as may be determined by the stockholders present in person or by proxy entitled to vote at such election.
Section 1.07. Action by Consent. Except as may otherwise be provided in the Companys Organization Certificate, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by all the holders of record of shares of the stock of the Company, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
ARTICLE II
DIRECTORS
Section 2.01. Chairman of the Board. Following the election of the Board of Directors at each annual meeting, the elected Board shall appoint one of its members as Chairman. The Chairman of the Board shall preside at all meetings of the Board of Directors and of the stockholders, and he shall perform such other duties and have such other powers as from time to time may be prescribed by the Board of Directors.
Section 2.02. Lead Independent Director. Following the election of the Board of Directors at each annual meeting, the elected Board may appoint one of its independent members as its Lead Independent Director. When the Chairman of the Board is not present at a meeting of the Board of Directors, the Lead Independent Director, if there be one, shall preside.
Section 2.03. Director Emeritus. The Board of Directors may from time to time elect one or more Directors Emeritus. Each Director Emeritus shall be elected for a term expiring on the date of the regular meeting of the Board of Directors following the next annual meeting. No Director Emeritus shall be considered a director for purposes of these By-Laws or for any other purpose.
Section 2.04. Powers, Number, Quorum, Term, Vacancies, Removal. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Companys Organization Certificate or by these By-Laws required to be exercised or done by the stockholders.
The number of directors may be changed by a resolution passed by a majority of the members of the Board of Directors or by a vote of the holders of record of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote, but at all times the Board of Directors must consist of not less than seven nor more than thirty directors. No more than one-third of the directors shall be active officers or employees of the Company. At least one-half of the directors must be citizens of the United States at the time of their election and during their continuance in office.
- 2 -
Except as otherwise required by law, rule or regulation, or by the Companys Organization Certificate, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors, or such committee, as applicable. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or video, or other similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Whether or not a quorum shall be present at any meeting of the Board of Directors or a committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time; notice of the adjourned meeting shall be given to the directors who were not present at the time of the adjournment, but if the time and place of the adjourned meeting are announced, no additional notice shall be required to be given to the directors present at the time of adjournment.
Directors shall hold office until the next annual election and until their successors shall have been elected and shall have qualified. Director vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.
Any one or more of the directors of the Company may be removed either with or without cause at any time by a vote of the holders of record of at least a majority of the shares of stock of the Company, issued and outstanding and entitled to vote, and thereupon the term of the director or directors who shall have been so removed shall forthwith terminate and there shall be a vacancy or vacancies in the Board of Directors, to be filled by a vote of the stockholders as provided in these By-Laws.
Section 2.05. Meetings, Notice. Meetings of the Board of Directors shall be held at such place either within or without the State of New York, as may from time to time be fixed by resolution of the Board, or as may be specified in the call or in a waiver of notice thereof. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law, and special meetings may be held at any time upon the call of two directors, the Chairman of the Board or the President, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two days before such meeting. Any meeting may be held without notice, if all directors are present, or if notice is waived in writing, either before or after the meeting, by those not present.
Section 2.06. Compensation. The Board of Directors may determine, from time to time, the amount of compensation, which shall be paid to its members. The Board of Directors shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. The Board of Directors shall also have power, in its discretion, to provide for and pay to directors rendering services to the Company not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.
ARTICLE III
COMMITTEES
Section 3.01. Executive Committee. There shall be an Executive Committee of the Board who shall be appointed annually by resolution adopted by the majority of the entire Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Executive Committee as the Executive Committee from time to time may designate shall preside at such meetings.
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Section 3.02. Audit and Fiduciary Committee. There shall be an Audit and Fiduciary Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of independent directors, as may from time to time be fixed by the Audit and Fiduciary Committee charter adopted by the Board of Directors.
Section 3.03. Other Committees. The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.
Section 3.04. Limitations. No committee shall have the authority as to the following matters: (i) the submission to stockholders of any action that needs stockholders authorization under New York Banking Law; (ii) the filling of vacancies in the Board of Directors or in any such committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these By-Laws, or the adoption of new by-laws; (v) the amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable; or (vi) the taking of action which is expressly required by any provision of New York Banking Law to be taken at a meeting of the Board of Directors or by a specified proportion of the directors.
ARTICLE IV
OFFICERS
Section 4.01. Titles and Election. The officers of the Company, who shall be chosen by the Board of Directors within twenty-five days after each annual meeting of stockholders, shall be a President, Chief Executive Officer, Chief Risk Officer, Chief Financial Officer, Treasurer, Secretary, and a General Auditor. The Board of Directors from time to time may elect one or more Managing Directors, Directors, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it shall deem necessary, and may define their powers and duties. Any number of offices may be held by the same person, except the offices of President and Secretary.
Section 4.02. Terms of Office. Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.
Section 4.03. Removal. Any officer may be removed, either with or without cause, at any time, by the affirmative vote of a majority of the Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.05. Vacancies. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board of Directors may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.
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Section 4.06. President. The President shall have general authority to exercise all the powers necessary for the President of the Company. In the absence of the Chairman and the Lead Independent Director, the President shall preside at all meetings of the Board of Directors and of the stockholders. The President shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the president of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.07. Chief Executive Officer. Unless otherwise determined by the Board of Directors, the President shall be the Chief Executive Officer of the Company. The Chief Executive Officer shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board of Directors, shall have general management and control of the affairs and business of the Company; he shall appoint and discharge employees and agents of the Company (other than officers elected by the Board of Directors); he shall see that all orders and resolutions of the Board of Directors are carried into effect; he shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to the office of the chief executive officer of a corporation and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.08. Chief Risk Officer. The Chief Risk Officer shall have the responsibility for the risk management and monitoring of the Company. The Chief Risk Officer shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and he shall perform such other duties and have such other powers as may be incident to his office and as from time to time may otherwise be prescribed by the Board of Directors.
Section 4.09. Chief Financial Officer. The Chief Financial Officer shall have the responsibility for reporting to the Board of Directors on the financial condition of the Company, preparing and submitting all financial reports required by applicable law, and preparing annual financial statements of the Company and coordinating with qualified third party auditors to ensure such financial statements are audited in accordance with applicable law.
Section 4.10. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys, and other valuable effects in the name and to the credit of the Company, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it an account of all his transactions as Treasurer and of the financial condition of the Company.
Section 4.11. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of proceedings in records or books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors and shall perform such other duties and have such other powers as may be incident to the office of the secretary of a corporation and as from time to time may otherwise be prescribed by the Board of Directors. The Secretary shall have and be the custodian of the stock records and all other books, records and papers of the Company (other than financial) and shall see that all books, reports, statements, certificates and other documents and records required by law are properly kept and filed.
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Section 4.12. General Auditor. The General Auditor shall be responsible, through the Audit and Fiduciary Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit and Fiduciary Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit and Fiduciary Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit and Fiduciary Committee may request.
Section 4.13. Managing Directors, Directors and Vice Presidents. If chosen, the Managing Directors, Directors and Vice Presidents, in the order of their seniority, shall, in the absence or disability of the President, exercise all of the powers and duties of the President. Such Managing Directors, Directors and Vice Presidents shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Company, and they shall perform such other duties and have such other powers as may be incident to their respective offices and as from time to time may be prescribed by the Board of Directors or the President.
Section 4.14. Duties of Officers may be Delegated. In case of the absence or disability of any officer of the Company, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 5.01. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made or threatened to be made a party to an action or proceeding (other than one by or in the right of the Company to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company served in any capacity at the request of the Company, by reason of the fact that such person, his or her testator or intestate, was a director or officer of the Company, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which such person reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, and had no reasonable cause to believe that such persons conduct was unlawful.
Section 5.02. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Company. Subject to the other provisions of this Article V, and subject to applicable law, the Company shall indemnify any person made, or threatened to be made, a party to an action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person, his or her testator or intestate, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise,
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against amounts paid in settlement and reasonable expenses, including attorneys fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, if such director or officer acted, in good faith, for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Company, except that no indemnification under this Section 5.02 shall be made in respect of (a) a threatened action, or a pending action which is settled or otherwise disposed of, or (b) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.
Section 5.03. Authorization of Indemnification. Any indemnification under this Article V (unless ordered by a court) shall be made by the Company only if authorized in the specific case (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be; or (ii) if a quorum is not obtainable or, even if obtainable, a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be, has been met by such director or officer; or (y) by the stockholders upon a finding that the director or officer has met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be. A person who has been successful on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Sections 5.01 or 5.02, shall be entitled to indemnification as authorized in such section.
Section 5.04. Good Faith Defined. For purposes of any determination under Section 5.03, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, or to have had no reasonable cause to believe such persons conduct was unlawful, if such persons action is based on the records or books of account of the Company or another enterprise, or on information supplied to such person by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The provisions of this Section 5.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 5.01 or Section 5.02, as the case may be.
Section 5.05. Serving an Employee Benefit Plan on behalf of the Company. For the purpose of this Article V, the Company shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the Company also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such persons duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Company.
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Section 5.06. Indemnification upon Application to a Court. Notwithstanding the failure of the Company to provide indemnification and despite any contrary resolution of the Board or stockholders under Section 5.03, or in the event that no determination has been made within ninety days after receipt of the Company of a written claim therefor, upon application to a court by a director or officer, indemnification shall be awarded by a court to the extent authorized in Section 5.01 or Section 5.02. Such application shall be upon notice to the Company. Neither a contrary determination in the specific case under Section 5.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct.
Section 5.07. Expenses Payable in Advance. Subject to the other provisions of this Article V, and subject to applicable law, expenses incurred in defending a civil or criminal action or proceeding may be paid by the Company in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount (i) if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Article V, (ii) where indemnification is granted, to the extent expenses so advanced by the Company or allowed by a court exceed the indemnification to which such person is entitled and (iii) upon such other terms and conditions, if any, as the Company deems appropriate. Any such advancement of expenses shall be made in the sole and absolute discretion of the Company only as authorized in the specific case upon a determination made, with respect to a person who is a director or officer at the time of such determination, (i) by the Board acting by a quorum consisting of directors who are not parties to such action or proceeding, or (ii) if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, (x) by the Board upon the opinion in writing of independent legal counsel or (y) by the stockholders and, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Company. Without limiting the foregoing, the Company reserves the right in its sole and absolute discretion to revoke at any time any approval previously granted in respect of any such request for the advancement of expenses or to, in its sole and absolute discretion, impose limits or conditions in respect of any such approval.
Section 5.08. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses granted pursuant to, or provided by, this Article V shall not be deemed exclusive of any other rights to which a director or officer seeking indemnification or advancement of expenses may be entitled whether contained in the Companys Organization Certificate, these By-Laws or, when authorized by the Organization Certificate or these By-Laws, (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled. Nothing contained in this Article V shall affect any rights to indemnification to which corporate personnel other than directors and officers may be entitled by contract or otherwise under law.
Section 5.09. Insurance. Subject to the other provisions of this Article V, the Company may purchase and maintain insurance (in a single contract or supplement thereto, but not in a retrospective rated contract): (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of directors and officers under the provisions of this Article V, (ii) to indemnify directors and officers in instances in which they may be indemnified by the Company under the provisions of this Article V and applicable law, and (iii) to indemnify directors and officers in instances in which they may not otherwise be indemnified by the Company under the provisions of this Article V, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York Superintendent of Financial Services, for a retention amount and for co-insurance. Notwithstanding the foregoing, any such insurance shall be subject to the provisions of, and the Company shall comply with the requirements set forth in, Section 7023 of the New York State Banking Law.
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Section 5.10. Limitations on Indemnification and Insurance. All indemnification and insurance provisions contained in this Article V are subject to any limitations and prohibitions under applicable law, including but not limited to Section 7022 (with respect to indemnification, advancement or allowance) and Section 7023 (with respect to insurance) of the New York State Banking Law and the Federal Deposit Insurance Act (with respect to administrative proceedings or civil actions initiated by any federal banking agency). Notwithstanding anything contained in this Article V to the contrary, no indemnification, advancement or allowance shall be made (i) to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (ii) in any circumstance where it appears (a) that the indemnification would be inconsistent with a provision of the Companys Organization Certificate, these By-Laws, a resolution of the Board or of the stockholders, an agreement or other proper corporate action, in effect at the time of the accrual of the alleged cause of action asserted in the threatened or pending action or proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) if there has been a settlement approved by the court, that the indemnification would be inconsistent with any condition with respect to indemnification expressly imposed by the court in approving the settlement.
Notwithstanding anything contained in this Article V to the contrary, but subject to any requirements of applicable law, (i) except for proceedings to enforce rights to indemnification (which shall be governed by Section 5.06), the Company shall not be obligated to indemnify any director or officer (or his testators intestate) or advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Company, (ii) with respect to indemnification or advancement of expenses relating to attorneys fees under this Article V, counsel for the present or former director or officer must be reasonably acceptable to the Company (and the Company may, in its sole and absolute discretion, establish a panel of approved law firms for such purpose, out of which the present or former director or officer could be required to select an approved law firm to represent him), (iii) indemnification in respect of amounts paid in settlement shall be subject to the prior consent of the Company (not to be unreasonably withheld), (iv) any and all obligations of the Corporation under this Article V shall be subject to applicable law, (v) in no event shall any payments pursuant to this Article V be made if duplicative of any indemnification or advancement of expenses or other reimbursement available to the applicable director or officer (other than for coverage maintained by such person in his individual capacity), and (vi) no indemnification or advancement of expenses shall be provided under these By-Laws to any person in respect of any expenses, judgments, fines or amounts paid in settlement to the extent incurred by such person in his capacity or position with another entity (including, without limitation, an entity that is a stockholder of the Company or any of the branches or affiliates of such stockholder), except as expressly provided in these By-Laws in respect of such persons capacity and position as a director or officer of the Company or such person is a director or officer of the Company serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.
Section 5.11. Indemnification of Other Persons. The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses (whether pursuant to an adoption of a policy or otherwise) to employees and agents of the Company (whether similar to those conferred in this Article V upon directors and officers of the Company or on other terms and conditions authorized from time to time by the Board of Directors), as well as to employees of direct and indirect subsidiaries of the Company and to other persons (or categories of persons) approved from time to time by the Board of Directors.
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Section 5.12. Repeal. Any repeal or modification of this Article V shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VI
CAPITAL STOCK
Section 6.01. Certificates. The interest of each stockholder of the Company shall be evidenced by certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The certificates of stock shall be signed by the Chairman of the Board or the President or a Managing Director or a Director or a Vice President and by the Secretary, or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed with the seal of the Company or a facsimile thereof, and countersigned and registered in such manner, if any, as the Board of Directors may by resolution prescribe. Where any such certificate is countersigned by a transfer agent other than the Company or its employee, or registered by a registrar other than the Company or its employee, the signature of any such officer may be a facsimile signature. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Company, whether because of death, resignation, retirement, disqualification, removal or otherwise, before such certificate or certificates shall have been delivered by the Company, such certificate or certificates may nevertheless be adopted by the Company and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Company.
Section 6.02. Transfer. The shares of stock of the Company shall be transferred only upon the books of the Company by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Company or its agents may reasonably require.
Section 6.03. Record Dates. The Board of Directors may fix in advance a date, not less than 10 nor more than 50 days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the distribution or allotment of any rights, or the date when any change, conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to receive any distribution or allotment of such rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such distribution or allotment or rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.
Section 6.04. Lost Certificates. In the event that any certificate of stock is lost, stolen, destroyed or mutilated, the Board of Directors may authorize the issuance of a new certificate of the same tenor and for the same number of shares in lieu thereof. The Board may in its discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate or the legal representative of the owner to make an affidavit or affirmation setting forth such facts as to the loss, destruction or mutilation as it deems necessary and to give the Company a bond in such reasonable sum as it directs to indemnify the Company.
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ARTICLE VII
CHECKS, NOTES, ETC.
Section 7.01. Checks, Notes, Etc. All checks and drafts on the Companys bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, may be signed by the President or any Managing Director or any Director or any Vice President and may also be signed by such other officer or officers, agent or agents, as shall be thereunto authorized from time to time by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Fiscal Year. The fiscal year of the Company shall be from January 1 to December 31, unless changed by the Board of Directors.
Section 8.02. Books. There shall be kept at such office of the Company as the Board of Directors shall determine, within or without the State of New York, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board of Directors and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board of Directors may from time to time determine.
Section 8.03. Voting of Stock. Unless otherwise specifically authorized by the Board of Directors, all stock owned by the Company, other than stock of the Company, shall be voted, in person or by proxy, by the President or any Managing Director or any Director or any Vice President of the Company on behalf of the Company.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendments. The vote of the holders of at least a majority of the shares of stock of the Company issued and outstanding and entitled to vote shall be necessary at any meeting of stockholders to amend or repeal these By-Laws or to adopt new by-laws. These By-Laws may also be amended or repealed, or new by-laws adopted, at any meeting of the Board of Directors by the vote of at least a majority of the entire Board, provided that any by-law adopted by the Board may be amended or repealed by the stockholders in the manner set forth above.
Any proposal to amend or repeal these By-Laws or to adopt new by-laws shall be stated in the notice of the meeting of the Board of Directors or the stockholders or in the waiver of notice thereof, as the case may be, unless all of the directors or the holders of record of all of the shares of stock of the Company issued and outstanding and entitled to vote are present at such meeting.
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DEUTSCHE BANK TRUST COMPANY AMERICAS
NEW YORK, NY
I, Taylor Chapman, Secretary of DEUTSCHE BANK TRUST COMPANY AMERICAS, a corporation duly organized and existing under the laws of the State of New York, hereby certify that the following signing authority levels were duly adopted by the Board of Directors of said Company at a meeting duly held on February 27, 2020, at which a quorum was present and voted, that said signing authority levels are still in force and that no actions have been taken in any way to nullify the effect of same:
Group |
Authority Level Description | |
A | Full Officers: Authority to sign any contract, document, instrument, certificate or other writing that it may be necessary or appropriate to execute for, or on behalf of, the Company in the conduct of its lawful business. This authority must be executed jointly with another authorized signer, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority may be delegated in full or in part. Only Officers possess Group A Authority. | |
B | Full: Authority to sign any contract, document, instrument, certificate or other writing that it may be necessary or appropriate to execute for, or on behalf of, the Company in the conduct of its lawful business. This authority must be executed jointly with another authorized signer, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority may only be delegated via Power of Attorney to one or more persons who are not U.S. employees of Deutsche Bank AG or its affiliates. | |
C | Human Resources: Authority to execute and deliver on behalf of the Company offer letters, separation agreements, and any other documents and instruments specifically related to the Human Resources management function of the Company. This authority must be executed jointly with an authorized signer having Group A, Group B, or Group C signing authority, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority may only be delegated via Power of Attorney to one or more persons who are not U.S. employees of Deutsche Bank AG or its affiliates. | |
D | Tax Filings: Authority to act on behalf of the Company with respect to Federal, state, local and foreign tax matters, including without limitation, preparation, execution and delivery of all tax returns and other tax filings required to be made by the Company with governmental authorities having jurisdiction over the Company. This authority must be executed jointly with an authorized signer having Group A, Group B, or Group D signing authority, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority cannot be delegated. | |
E | Finance and Regulatory Reports: Authority to execute and deliver on behalf of the Company Federal, state, local and foreign financial and regulatory filings and correspondence required to be filed with authorities having jurisdiction over the Company. This authority must be executed jointly with an authorized signer having Group A, Group B, or Group E signing authority, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority cannot be delegated. | |
F | Bank Accounts: Authority to open bank accounts on the Companys behalf and to transact in those accounts, including requests to wire transfer monies between internal accounts and Deutsche Bank entities. This authority must be executed jointly with an authorized signer having Group A, Group B, or Group F signing authority, unless the document or instrument to be executed is in an unmodifiable electronic form that does not allow for multiple signatures. Authority cannot be delegated. |
G | Office of the Secretary: Authority to (I) act singly (a) to issue incumbency certificates to certify the incumbency and signing authority of any authorized signatory of the Company, (b) to produce, deliver and certify copies of resolutions duly adopted by the Companys Board of Directors, (c) to issue under certification the Certificate of Incorporation and any amendments thereto and/or By-Laws of the Company, and (d) to execute and deliver on behalf of the Company documents required to be filed in the Companys state of incorporation or any foreign jurisdictions where the Company is qualified; and (II) act jointly, with another individual having Group A or Group B signing authority, to exercise on behalf of the Company, including by written consent, the rights of the Company in its capacity as owner of the stock or other securities of any other legal entity. Authority cannot be delegated. |
I hereby further certify that the following people have been delegated signing authority for the Company with the position and signing authority level appearing opposite their printed names below, with all the rights and privileges appurtenant thereto, and that the signature appearing next to each such persons name is a true specimen of that persons signature:
Title |
Name |
Specimen Signature |
Signing Authority Classification | |||
Managing Director | Brian Studdert | A | ||||
Managing Director | David C. West | B | ||||
Managing Director | Thalia Delahayes | B | ||||
Director | Jacqueline Bartnick | B | ||||
Director | Aldrin Bayne | B | ||||
Director | Richard Buckwalter | B | ||||
Director | Kisha Holder | B | ||||
Director | Randy Kahn | B | ||||
Director | Safet Kalaba | B |
Title |
Name |
Specimen Signature |
Signing Authority Classification | |||
Director | Brendan Meyer | B | ||||
Director | Kenneth R. Ring | B | ||||
Vice President | Heather Agagnina | B | ||||
Vice President | Brian Bary | B | ||||
Vice President | Olga Belenkaya | B | ||||
Vice President | Anthony DAmato | B | ||||
Vice President | Joseph Denno | B | ||||
Vice President | Andrew Fu | B | ||||
Vice President | Rodney Gaughan | B | ||||
Vice President | Irina Golovashchuk | B | ||||
Vice President | Angelina Gonzalez | B | ||||
Vice President | Lucy Hsieh | B | ||||
Vice President | Annie Jaghatspanyan | B | ||||
Vice President | Lisa Karlsen | B |
Title |
Name |
Specimen Signature |
Signing Authority Classification | |||
Vice President | Tai-Bill Lee | B | ||||
Vice President | Nigel Luke | B | ||||
Vice President | Carol Ng | B | ||||
Vice President | Chris Niesz | B | ||||
Vice President | Melissa Sadler | B | ||||
Vice President | Robert Peschler | B | ||||
Vice President | Rajesh Rampersaud |
B | ||||
Vice President | Melissa Rossiter | B | ||||
Vice President | Luke Russell | B | ||||
Vice President | Yan Rui | B | ||||
Vice President | Boris Treyger | B | ||||
Vice President | Jennifer Van Dyne | B | ||||
Vice President | Diana Vasconez | B |
Title |
Name |
Specimen Signature |
Signing Authority Classification | |||
Assistant Vice President | Peter Bono | B | ||||
Assistant Vice President | Yvette Bryant | B | ||||
Assistant Vice President | Alice Carter | B | ||||
Assistant Vice President | Byron Gary | B | ||||
Assistant Vice President | Tony Gomez | B | ||||
Assistant Vice President | Sebastian Hidalgo | B | ||||
Assistant Vice President | Fraser McConnell | B | ||||
Assistant Vice President | Youngmi Park | B | ||||
Assistant Vice President | Jibril Sembene | B | ||||
Assistant Vice President | Orinthia Skeete-Brown |
B | ||||
Assistant Vice President | Roxanne Tadios | B | ||||
Assistant Vice President | Yuri Tanaka | B | ||||
Assistant Vice President | Carolyn E. Watson | B |
Title |
Name |
Specimen Signature |
Signing Authority Classification | |||
Associate | Mikee Gacad | B | ||||
Associate | Kathy Moore | B |
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said Company this 25th day of May 2023.
|
Secretary |
Exhibit 7
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 |
||||
New York, NY 10019 | ||||
Board of Governors of the Federal Reserve System | OMB Number 7100-0036 | |||
Federal Deposit Insurance Corporation | OMB Number 3064-0052 | |||
Office of the Comptroller of the Currency | OMB Number 1557-0081 | |||
Approval expires December 31, 2024 | ||||
Page 1 of 87 |
Federal Financial Institutions Examination Council
Consolidated Reports of Condition and Income for a Bank with Domestic Offices OnlyFFIEC 041 |
Report at the close of business March 31, 2023 | 20230331 | |||||
(RCON 9999) | ||||||
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).
Unless the context indicates otherwise, the term bank in this report form refers to both banks and savings associations.
|
This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031. | |||||
| ||||||
NOTE: Each banks board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations.
I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting |
schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.
We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.
| |||||
Director (Trustee) | ||||||
Signature of Chief Financial Officer (or Equivalent) |
Director (Trustee) | |||||
04/30/2023 |
||||||
Date of Signature |
Director (Trustee) | |||||
| ||||||
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either:
(a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIECs Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or
(b) Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the banks data file to the CDR. |
To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your banks completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files.
The appearance of your banks hard-copy record of the submitted data file need not match exactly the appearance of the FFIECs sample report forms, but should show at least the caption of each Call Report item and the reported amount. | |||||
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||
Legal Title of Bank (RSSD 9017) | ||||||
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov. | New York City (RSSD 9130) |
FDIC Certificate Number | 623 | NY |
10019 | |||
(RSSD 9050) | State Abbreviation (RSSD 9200) | Zip Code (RSSD 9220) | ||||
Legal Entity Identifier (LEI) | ||||||
8EWQ2UQKS07AKK8ANH81 | ||||||
(Report only if your institution already has an LEI.) (RCON 9224) |
The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, 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.
03/2023
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 2 of 87 |
Consolidated Reports of Condition and Income for a Bank
with Domestic Offices Only
Table of Contents
Signature Page |
1 | |||
Contact Information |
3, 4 | |||
Report of Income | ||||
Schedule RIIncome Statement | RI-1, 2, 3, 4 | |||
Schedule RI-AChanges in Bank Equity Capital |
RI-5 | |||
Schedule RI-BCharge-offs and Recoveries on |
||||
Loans and Leases and Changes in Allowances for Credit Losses |
||||
Part I. Charge-offs and Recoveries on Loans and Leases |
RI-6, 7 | |||
Part II. Changes in Allowances for Credit Losses |
RI-8 | |||
Schedule RI-CDisaggregated Data on the Allowance for Loan and Lease Losses (to be completed only by selected banks) |
||||
Part I. Disaggregated Data on the Allowance for Loan and Lease Losses |
RI-9 | |||
Part II. Disaggregated Data on the Allowances for Credit Losses |
RI-10 | |||
Schedule RI-EExplanations | RI-11, 12 | |||
Report of Condition | ||||
Schedule RCBalance Sheet | RC-1, 2 | |||
Schedule RC-ACash and Balances Due from Depository Institutions (to be completed only by selected banks) |
RC-3 | |||
Schedule RC-BSecurities |
RC-3, 4, 5, 6, 7 | |||
Schedule RC-CLoans and Lease Financing Receivables: |
||||
Part I. Loans and Leases |
RC-8, 9, 10, 11, 12, 13 | |||
Part II. Loans to Small Businesses and Small Farms |
RC-14,15 | |||
Schedule RC-DTrading Assets and Liabilities (to be completed only by selected banks) |
RC-16 |
Schedule RC-EDeposit Liabilities | RC-17, 18, 19 | |||
Schedule RC-FOther Assets | RC-20 | |||
Schedule RC-GOther Liabilities | RC-20 | |||
Schedule RC-KQuarterly Averages | RC-21, 22 | |||
Schedule RC-LDerivatives and Off-Balance-Sheet Items |
RC-23, 24, 25, 26 | |||
Schedule RC-MMemoranda |
RC-27, 28, 29, 30 | |||
Schedule RC-NPast Due and Nonaccrual Loans, Leases, and Other Assets |
RC-31, 32, 33, 34, 35 | |||
Schedule RC-OOther Data for Deposit Insurance Assessments |
RC-36, 37, 38, 39, 40, 41 | |||
Schedule RC-P14 Family Residential Mortgage Banking Activities (to be completed only by selected banks) |
RC-42 | |||
Schedule RC-QAssets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks) |
RC-43, 44, 45 | |||
Schedule RC-RRegulatory Capital: |
||||
Part I. Regulatory Capital Components and Ratios |
RC-46, 47, 48, 49 | |||
Part II. Risk-Weighted Assets |
|
RC-50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63 |
| |
Schedule RC-SServicing, Securitization, and Asset Sale Activities |
RC-64, 65 | |||
Schedule RC-TFiduciary and Related Services |
RC-66, 67, 68, 69 | |||
Schedule RC-VVariable Interest Entities |
RC-70 | |||
Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income |
RC-71 |
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.
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 3 of 87 |
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 bank other 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 |
|
Other Person to Whom Questions about the Reports Should be Directed | ||
Mona Nag |
Scott Iacono | |||
Name (TEXT C490) | Name (TEXT C495) | |||
CFO |
Director | |||
Title (TEXT C491) | Title (TEXT C496) | |||
mona.nag@db.com |
Scott.Iacono@db.com | |||
E-mail Address (TEXT C492) | E-mail Address (TEXT 4086) | |||
212-250-0302 |
212-250-8948 | |||
Area Code / Phone Number / Extension (TEXT C493) | Area Code / Phone Number / Extension (TEXT 8902) | |||
212-797-5376 |
212-797-5376 | |||
Area Code / FAX Number (TEXT C494) | Area Code / FAX Number (TEXT 9116) |
Chief Executive Officer Contact Information
This information is being requested so the Agencies can distribute notifications about policy initiatives, deposit insurance assessments, and other matters directly to the Chief Executive Officers of reporting institutions. Notifications about other matters may include emergency notifications that may or may not also be sent to the institutions emergency contacts listed below. Please provide contact information for the Chief Executive Officer of the reporting institution. Enter none for the Chief Executive Officers e-mail address or fax number if not available. Chief Executive Officer contact information is for the confidential use of the Agencies and will not be released to the public.
Chief Executive Officer | ||||
Arjun Nagarkatti |
212-250-2677 | |||
Name (TEXT FT42) | Area Code / Phone Number / Extension (TEXT FT43) | |||
arjun.nagarkatti@db.com |
646-403-3306 | |||
E-mail Address (TEXT FT44) | Area Code / FAX Number (TEXT FT45) |
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 | |||
Arjun Nagarkatti |
Kristen Ciccimarra | |||
Name (TEXT C366) | Name (TEXT C371) | |||
Managing Director |
Director | |||
Title (TEXT C367) | Title (TEXT C372) | |||
Arjun.Nagarkatti@db.com |
Kristen.Ciccimarra@db.com | |||
E-mail Address (TEXT C368) | E-mail Address (TEXT C373) | |||
212-250-2677 |
212-250-3051 | |||
Area Code / Phone Number / Extension (TEXT C369) | Area Code / Phone Number / Extension (TEXT C374) | |||
646-345-0113 |
| |||
Area Code / FAX Number (TEXT C370) | Area Code / FAX Number (TEXT C375) |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 4 of 87 |
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 | Secondary Contact | |||
Aaron Wolf |
Joe Evans | |||
Name (TEXT C437) | Name (TEXT C442) | |||
Managing Director |
Managing Director | |||
Title (TEXT C438) | Title (TEXT C443) | |||
Aaron.Wolf@db.com |
Joe.Evans@db.com | |||
E-mail Address (TEXT C439) | E-mail Address (TEXT C444) | |||
212-250-1530 |
212-250-1213 | |||
Area Code / Phone Number / Extension (TEXT C440) | Area Code / Phone Number / Extension (TEXT C445) | |||
Third Contact | Fourth Contact | |||
Hatton Hillin |
Cristian Ilut | |||
Name (TEXT C870) | Name (TEXT C875) | |||
Assistant Vice President |
Assistant Vice President | |||
Title (TEXT C871) | Title (TEXT C876) | |||
Hatton.Hillin@db.com |
Cristian.Ilut@db.com | |||
E-mail Address (TEXT C872) | E-mail Address (TEXT C877) | |||
904-520-5106 |
347-863-0715 | |||
Area Code / Phone Number / Extension (TEXT C873) | Area Code / Phone Number / Extension (TEXT C878) |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
Consolidated Report of Income for the period January 1, 2023March 31, 2023 |
FFIEC 041 Page 5 of 87 RI-1 |
Schedule RIIncome Statement
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||||
1. Interest income: |
||||||||||||||||||||
a. Interest and fee income on loans: |
||||||||||||||||||||
(1) Loans secured by real estate: |
||||||||||||||||||||
(a) Loans secured by 14 family residential properties |
4435 | 19,000 | 1.a.(1)(a) | |||||||||||||||||
(b) All other loans secured by real estate |
4436 | 63,000 | 1.a.(1)(b) | |||||||||||||||||
(2) Commercial and industrial loans |
4012 | 25,000 | 1.a.(2) | |||||||||||||||||
(3) Loans to individuals for household, family, and other personal expenditures: |
||||||||||||||||||||
(a) Credit cards |
B485 | 0 | 1.a.(3)(a) | |||||||||||||||||
(b) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans) |
B486 | 4,000 | 1.a.(3)(b) | |||||||||||||||||
(4) Not applicable |
||||||||||||||||||||
(5) All other loans (1) |
4058 | 101,000 | 1.a.(5) | |||||||||||||||||
(6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5)) |
4010 | 212,000 | 1.a.(6) | |||||||||||||||||
b. Income from lease financing receivables |
4065 | 0 | 1.b. | |||||||||||||||||
c. Interest income on balances due from depository institutions (2) |
4115 | 189,000 | 1.c. | |||||||||||||||||
d. Interest and dividend income on securities: |
||||||||||||||||||||
(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities) |
B488 | 1,000 | 1.d.(1) | |||||||||||||||||
(2) Mortgage-backed securities |
B489 | 0 | 1.d.(2) | |||||||||||||||||
(3) All other securities (includes securities issued by states and political subdivisions in the U.S.) |
4060 | 0 | 1.d.(3) | |||||||||||||||||
e. Not applicable |
||||||||||||||||||||
f. Interest income on federal funds sold and securities purchased under agreements to resell |
4020 | 68,000 | 1.f. | |||||||||||||||||
g. Other interest income |
4518 | 0 | 1.g. | |||||||||||||||||
h. Total interest income (sum of items 1.a.(6) through 1.g) |
4107 | 470,000 | 1.h. | |||||||||||||||||
2. Interest expense: |
||||||||||||||||||||
a. Interest on deposits: |
||||||||||||||||||||
(1) Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) |
4508 | 120,000 | 2.a.(1) | |||||||||||||||||
(2) Nontransaction accounts: |
||||||||||||||||||||
(a) Savings deposits (includes MMDAs) |
0093 | 22,000 | 2.a.(2)(a) | |||||||||||||||||
(b) Time deposits of $250,000 or less |
HK03 | 0 | 2.a.(2)(b) | |||||||||||||||||
(c) Time deposits of more than $250,000 |
HK04 | 1,000 | 2.a.(2)(c) | |||||||||||||||||
b. Expense of federal funds purchased and securities sold under agreements to repurchase |
4180 | 0 | 2.b. | |||||||||||||||||
c. Interest on trading liabilities and other borrowed money |
4185 | 6,000 | 2.c. | |||||||||||||||||
d. Interest on subordinated notes and debentures |
4200 | 0 | 2.d. | |||||||||||||||||
e. Total interest expense (sum of items 2.a through 2.d) |
4073 | 149,000 | 2.e. | |||||||||||||||||
3. Net interest income (item 1.h minus 2.e) |
4074 | 321,000 | 3. | |||||||||||||||||
4. Provision for loan and lease losses (3) |
JJ33 | (2,000 | ) | 4. |
1. | Includes interest and fee income on Loans to depository institutions and acceptances of other banks, Loans to finance agricultural production and other loans to farmers, Obligations (other than securities and leases) of states and political subdivisions in the U.S., and Loans to nondepository financial institutions and other loans. |
2. | Includes interest income on time certificates of deposit not held for trading. |
3. | Institutions that have adopted ASU 2016-13 should report in item 4 the provisions for credit losses on all financial assets and off-balance-sheet credit exposures that fall within the scope of the standard. |
03/2023
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 6 of 87 RI-2 |
Schedule RIContinued
Year-to-date | ||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||
5. Noninterest income: |
||||||||||||||||||
a. Income from fiduciary activities (1) |
4070 | 58,000 | 5.a. | |||||||||||||||
b. Service charges on deposit accounts |
4080 | 36,000 | 5.b. | |||||||||||||||
c. Trading revenue |
A220 | 0 | 5.c. | |||||||||||||||
d. Income from securities-related and insurance activities: |
||||||||||||||||||
(1) Fees and commissions from securities brokerage |
C886 | 0 | 5.d.(1) | |||||||||||||||
(2) Investment banking, advisory, and underwriting fees and commissions |
C888 | 0 | 5.d.(2) | |||||||||||||||
(3) Fees and commissions from annuity sales |
C887 | 0 | 5.d.(3) | |||||||||||||||
(4) Underwriting income from insurance and reinsurance activities |
C386 | 0 | 5.d.(4) | |||||||||||||||
(5) Income from other insurance activities |
C387 | 0 | 5.d.(5) | |||||||||||||||
e. Venture capital revenue |
B491 | 0 | 5.e. | |||||||||||||||
f. Net servicing fees |
B492 | 0 | 5.f. | |||||||||||||||
g. Net securitization income |
B493 | 0 | 5.g. | |||||||||||||||
h. Not applicable |
||||||||||||||||||
i. Net gains (losses) on sales of loans and leases |
5416 | 0 | 5.i. | |||||||||||||||
j. Net gains (losses) on sales of other real estate owned |
5415 | 0 | 5.j. | |||||||||||||||
k. Net gains (losses) on sales of other assets (2) |
B496 | 0 | 5.k. | |||||||||||||||
l. Other noninterest income* |
B497 | 53,000 | 5.l. | |||||||||||||||
m. Total noninterest income (sum of items 5.a through 5.l) |
4079 | 147,000 | 5.m. | |||||||||||||||
6. a. Realized gains (losses) on held-to-maturity securities |
3521 | 0 | 6.a. | |||||||||||||||
b. Realized gains (losses) on available-for-sale debt securities |
3196 | 0 | 6.b. | |||||||||||||||
7. Noninterest expense: |
||||||||||||||||||
a. Salaries and employee benefits |
4135 | 32,000 | 7.a. | |||||||||||||||
b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) |
4217 | 7,000 | 7.b. | |||||||||||||||
c. (1) Goodwill impairment losses |
C216 | 0 | 7.c.(1) | |||||||||||||||
(2) Amortization expense and impairment losses for other intangible assets |
C232 | 1,000 | 7.c.(2) | |||||||||||||||
d. Other noninterest expense* |
4092 | 176,000 | 7.d. | |||||||||||||||
e. Total noninterest expense (sum of items 7.a through 7.d) |
4093 | 216,000 | 7.e. | |||||||||||||||
8. a. Income (loss) before change in net 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) |
HT69 | 254,000 | 8.a. | |||||||||||||||
b. Change in net unrealized holding gains (losses) on equity securities not held for trading (3) |
HT70 | 1,000 | 8.b | |||||||||||||||
c. Income (loss) before applicable income taxes and discontinued operations (sum of items 8.a and 8.b) |
4301 | 255,000 | 8.c. | |||||||||||||||
9. Applicable income taxes (on item 8.c) |
4302 | 66,000 | 9. | |||||||||||||||
10. Income (loss) before discontinued operations (item 8.c minus item 9) |
4300 | 189,000 | 10. | |||||||||||||||
11. Discontinued operations, net of applicable income taxes* |
FT28 | 0 | 11. | |||||||||||||||
12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11) |
G104 | 189,000 | 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) |
G103 | 0 | 13. | |||||||||||||||
14. Net income (loss) attributable to bank (item 12 minus item 13) |
4340 | 189,000 | 14. |
* | Describe on Schedule RI-EExplanations. |
1. | 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. |
2. | Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale debt securities. |
3. | Item 8.b is to be completed by all institutions. See the instructions for this item and the Glossary entry for Securities Activities for further detail on accounting for investments in equity securities. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 7 of 87 RI-3 |
Schedule RIContinued
Memoranda
Year-to-date | ||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||
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 | 4513 | 0 | M.1. | ||||||||||||||
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets (1) |
||||||||||||||||||
2. | Income from the sale and servicing of mutual funds and annuities | |||||||||||||||||
(included in Schedule RI, item 8) | 8431 | 0 | 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) | 4313 | 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)) | 4507 | 0 | M.4. | |||||||||||||||
Number | ||||||||||||||||||
5. | Number of full-time equivalent employees at end of current period | |||||||||||||||||
(round to nearest whole number) | 4150 | 382 | M.5. | |||||||||||||||
Memorandum item 6 is to be completed by: (1) |
||||||||||||||||||
| banks with $300 million or more in total assets, and | |||||||||||||||||
| banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans | |||||||||||||||||
Amount | ||||||||||||||||||
6. | Interest and fee income on loans to finance agricultural production and other loans to farmers | |||||||||||||||||
(included in Schedule RI, item 1.a.(5)) | 4024 | 0 | M.6. | |||||||||||||||
7. | If the reporting institution has applied push down accounting this calendar year, report the date of the institutions acquisition (see instructions) (2) | RIAD 9106 |
Date 00000000 |
|
M.7. | |||||||||||||
8. | Not applicable | |||||||||||||||||
Memorandum items 9.a and 9.b are to be completed by banks with $10 billion or more in total assets. (1) |
||||||||||||||||||
Amount | ||||||||||||||||||
9. | Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account: | |||||||||||||||||
a. Net gains (losses) on credit derivatives held for trading |
C889 | 0 | M.9.a. | |||||||||||||||
b. Net gains (losses) on credit derivatives held for purposes other than trading |
C890 | 0 | M.9.b. | |||||||||||||||
Memorandum item 10 is to be completed by banks with $300 million or more in total assets. (1) |
||||||||||||||||||
10. | Credit losses on derivatives (see instructions) | A251 | 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? | RIAD A530 |
Yes | |
No x |
|
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. | ||||||||||||||||||
12. | Noncash income from negative amortization on closed-end loans secured by 14 family residential properties (included in Schedule RI, item 1.a.(1)(a)) | F228 | NA | M.12. |
1. | The asset-size tests and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
2. | Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2023, would report 20230301. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 8 of 87 RI-4 |
Schedule RIContinued
MemorandaContinued
Dollar Amounts in Thousands | Year-to-date | |||||||||||||||||||||||
RIAD | Amount | |||||||||||||||||||||||
|
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: | |||||||||||||||||||||||
a. Net gains (losses) on assets |
F551 | 0 | M.13.a. | |||||||||||||||||||||
(1) Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk |
F552 | 0 | M.13.a. | (1) | ||||||||||||||||||||
b. Net gains (losses) on liabilities |
F553 | 0 | M.13.b. | |||||||||||||||||||||
(1) Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk |
F554 | 0 | M.13.b. | (1) | ||||||||||||||||||||
14. | Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities recognized in earnings (included in Schedule RI, items 6.a and 6.b) (1) | J321 | NA | M.14. | ||||||||||||||||||||
|
Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets (2) that answered Yes to Schedule RC-E, Memorandum item 5. |
|||||||||||||||||||||||
15. | Components of service charges on deposit accounts (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 |
H032 | NA | 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 |
H033 | NA | 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 |
H034 | NA | M.15.c. | |||||||||||||||||||||
d. All other service charges on deposit accounts |
H035 | NA | M.15.d. |
1. | Memorandum item 14 is to be completed only by institutions that have not adopted ASU 2016-13. |
2. | The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 9 of 87 RI-5 |
Schedule RI-AChanges in Bank Equity Capital
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||||||
1. | Total bank equity capital most recently reported for the December 31, 2022, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) | 3217 | 9,479,000 | 1. | ||||||||||||||||||
2. | Cumulative effect of changes in accounting principles and corrections of material accounting errors* | B507 | 0 | 2. | ||||||||||||||||||
3. | Balance end of previous calendar year as restated (sum of items 1 and 2) | B508 | 9,479,000 | 3. | ||||||||||||||||||
4. | Net income (loss) attributable to bank (must equal Schedule RI, item 14) | 4340 | 189,000 | 4. | ||||||||||||||||||
5. | Sale, conversion, acquisition, or retirement of capital stock, net | |||||||||||||||||||||
(excluding treasury stock transactions) | B509 | 0 | 5. | |||||||||||||||||||
6. | Treasury stock transactions, net | B510 | 0 | 6. | ||||||||||||||||||
7. | Changes incident to business combinations, net | 4356 | 0 | 7. | ||||||||||||||||||
8. | LESS: Cash dividends declared on preferred stock | 4470 | 0 | 8. | ||||||||||||||||||
9. | LESS: Cash dividends declared on common stock | 4460 | 0 | 9. | ||||||||||||||||||
10. | Other comprehensive income (1) | B511 | 9,000 | 10. | ||||||||||||||||||
11. | Other transactions with stockholders (including a parent holding company)* | |||||||||||||||||||||
(not included in items 5, 6, 8, or 9 above) | 4415 | 0 | 11. | |||||||||||||||||||
12. | Total bank equity capital end of current period (sum of items 3 through 11) | |||||||||||||||||||||
(must equal Schedule RC, item 27.a) | 3210 | 9,677,000 | 12. |
* | Describe on Schedule RI-EExplanations. |
1. | Includes, but is not limited to, changes in net unrealized holding gains (losses) on available-for-sale debt securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 10 of 87 RI-6 |
Schedule RI-BCharge-offs and Recoveries on Loans and Leases
and Changes in Allowances for Credit Losses
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(1) |
(Column B) Recoveries |
||||||||||||||||
Calendar Year-to-date | ||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | RIAD | Amount | ||||||||||||||
1. Loans secured by real estate: |
||||||||||||||||||
a. Construction, land development, and other land loans: |
||||||||||||||||||
(1) 14 family residential construction loans |
C891 | 0 | C892 | 0 | 1.a.(1) | |||||||||||||
(2) Other construction loans and all land development and other land loans |
C893 | 0 | C894 | 0 | 1.a.(2) | |||||||||||||
b. Secured by farmland |
3584 | 0 | 3585 | 0 | 1.b. | |||||||||||||
c. Secured by 14 family residential properties: |
||||||||||||||||||
(1) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit |
5411 | 0 | 5412 | 0 | 1.c.(1) | |||||||||||||
(2) Closed-end loans secured by 14 family residential properties: |
||||||||||||||||||
(a) Secured by first liens |
C234 | 0 | C217 | 2,000 | 1.c.(2)(a) | |||||||||||||
(b) Secured by junior liens |
C235 | 0 | C218 | 0 | 1.c.(2)(b) | |||||||||||||
d. Secured by multifamily (5 or more) residential properties |
3588 | 0 | 3589 | 0 | 1.d. | |||||||||||||
e. Secured by nonfarm nonresidential properties: |
||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
C895 | 0 | C896 | 0 | 1.e.(1) | |||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
C897 | 0 | C898 | 0 | 1.e.(2) | |||||||||||||
2. and 3. Not applicable 4. Commercial and industrial loans |
4638 | 0 | 4608 | 0 | 4. | |||||||||||||
5. Loans to individuals for household, family, and other personal expenditures: |
||||||||||||||||||
a. Credit cards |
B514 | 0 | B515 | 0 | 5.a. | |||||||||||||
b. Automobile loans |
K129 | 0 | K133 | 0 | 5.b. | |||||||||||||
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
K205 | 0 | K206 | 0 | 5.c. | |||||||||||||
6. Not applicable |
||||||||||||||||||
7. All other loans (2) |
4644 | 0 | 4628 | 0 | 7. | |||||||||||||
8. Lease financing receivables |
4266 | 0 | 4267 | 0 | 8. | |||||||||||||
9. Total (sum of items 1 through 8) |
4635 | 0 | 4605 | 2,000 | 9. |
1. | Include write-downs arising from transfers of loans to a held-for-sale account. |
2. | Includes charge-offs and recoveries on Loans to depository institutions and acceptances of other banks, Loans to finance agricultural production and other loans to farmers, Obligations (other than securities and leases) of states and political subdivisions in the U.S., and Loans to nondepository financial institutions and other loans. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 11 of 87 RI-7 |
Schedule RI-BContinued
Memoranda
(Column A) Charge-offs (1) |
(Column B) Recoveries |
|||||||||||||||
Calendar Year-to-date | ||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | RIAD | Amount | ||||||||||||
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 |
5409 | 0 | 5410 | 0 | M.1. | |||||||||||
2. Memorandum items 2.a. through 2.d. are to be completed by banks with $300 million or more in total assets: (2) |
||||||||||||||||
a. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 1, above) |
4652 | 0 | 4662 | 0 | M.2.a. | |||||||||||
b. Not applicable |
||||||||||||||||
c. Commercial and industrial loans to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 4 above) |
4646 | 0 | 4618 | 0 | M.2.c. | |||||||||||
d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RI-B, Part I, item 8, above) |
F185 | 0 | F187 | 0 | M.2.d. | |||||||||||
Memorandum item 3 is to be completed by: (2) | ||||||||||||||||
banks with $300 million or more in total assets, and |
||||||||||||||||
banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans: |
||||||||||||||||
3. Loans to finance agricultural production and other loans to farmers (included in Schedule RI-B, Part I, item 7, above) |
4655 | 0 | 4665 | 0 | M.3. | |||||||||||
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. |
|
|||||||||||||||
Calendar Year-to-date | ||||||||||||||||
RIAD | Amount | |||||||||||||||
4. Uncollectible retail credit card fees and finance charges reversed
against income |
|
C388 | NA | M.4. |
1. | Include write-downs arising from transfers of loans to a held-for-sale account. |
2. | The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
3. | 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). |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 12 of 87 RI-8 |
Schedule RI-BContinued
Part II. Changes in Allowances for Credit Losses (1)
(Column A) Loans and Leases Held for Investment |
(Column B) Held-to-Maturity Debt Securities (2) |
(Column C) Available-for-Sale Debt Securities (2) |
||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | RIAD | Amount | RIAD | Amount | ||||||||||||||
1. Balance most recently reported for the December 31, 2022, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income) |
B522 | 16,000 | JH88 | 0 | JH94 | 0 | 1. | |||||||||||||
2. Recoveries (column A must equal Part I, item 9, column B, above) |
4605 | 2,000 | JH89 | 0 | JH95 | 0 | 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) |
C079 | 0 | JH92 | 0 | JH98 | 0 | 3. | |||||||||||||
4. LESS: Write-downs arising from transfers of financial assets (3) |
5523 | 0 | JJ00 | 0 | JJ01 | 0 | 4. | |||||||||||||
5. Provisions for credit losses (4, 5) |
4230 | (2,000) | JH90 | 0 | JH96 | 0 | 5. | |||||||||||||
6. Adjustments* (see instructions for this schedule) |
C233 | 0 | JH91 | 0 | JH97 | 0 | 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) |
3123 | 16,000 | JH93 | 0 | JH99 | 0 | 7. |
* | Describe on Schedule RI-EExplanations. |
1. | Institutions that have not adopted ASU 2016-13 should report changes in the allowance for loan and lease losses in column A. 2. Columns B and C are to be completed only by institutions that have adopted ASU 2016-13. |
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. |
5. | For institutions that have adopted ASU 2016-13, the sum of item 5, columns A through C, plus schedule RI-B, Part II, Memorandum items 5 and 7, below, must equal Schedule RI, item 4. |
Memoranda
Dollar Amounts in Thousands |
RIAD | Amount | ||||||
1. Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7, column A, above |
C435 | 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 |
C389 | NA | M.2. | |||||
3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges (1) |
C390 | NA | 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) |
C781 | NA | M.4. | |||||
5. Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above) (3) |
JJ02 | 0 | M.5. | |||||
6. Allowance for credit losses on other financial assets measured at amortized cost (not included in |
RCON | |||||||
item 7, above) (3) |
JJ03 | 0 | M.6. | |||||
RIAD | ||||||||
7. Provisions for credit losses on off-balance-sheet credit exposures (3) |
MG93 | 0 | M.7. | |||||
8. Estimated amount of expected recoveries of amounts previously written off included within the allowance for credit losses on loans and leases held for investment (included in item 7, column A, Balance end of current period, above) (3) |
MG94 | 0 | M.8. |
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 changes. |
2. | Memorandum item 4 is to be completed only by institutions that have not yet adopted ASU 2016-13. 3. Memorandum items 5, 6, 7, and 8 are to be completed only by institutions that have adopted ASU 2016-13. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 13 of 87 RI-9 |
Schedule RI-CDisaggregated Data on the Allowance for Loan and Lease Losses
Part I. Disaggregated Data on the Allowance for Loan and Lease Losses (1)
Schedule RI-C. Part I, is to be completed by institutions with $1 billion or more in total assets. (2)
(Column
A) Determined to be Impaired (ASC 310-10-35) |
(Column B) Allowance Balance: Determined to be Impaired (ASC 310-10-35) |
(Column
C) (ASC 450-20) |
(Column D) Allowance Balance: (ASC 450-20) |
(Column
E) Credit-Impaired Loans (ASC 310-30) |
(Column F) Allowance Balance: Credit-Impaired Loans (ASC 310-30) |
|||||||||||||||||||||
Dollar Amounts in Thousands |
RCON |
Amount |
RCON |
Amount |
RCON |
Amount |
RCON |
Amount |
RCON |
Amount |
RCON |
Amount |
||||||||||||||
1. Real estate loans: |
||||||||||||||||||||||||||
a. Construction loans |
M708 |
NA | M709 | NA | M710 | NA | M711 | NA | M712 | NA | M713 | NA | 1.a. | |||||||||||||
b. Commercial real estate loans |
M714 |
NA | M715 | NA | M716 | NA | M717 | NA | M719 | NA | M720 | NA | 1.b. | |||||||||||||
c. Residential real estate loans |
M721 |
NA | M722 | NA | M723 | NA | M724 | NA | M725 | NA | M726 | NA | 1.c. | |||||||||||||
2. Commercial loans (3) |
M727 |
NA | M728 | NA | M729 | NA | M730 | NA | M731 | NA | M732 | NA | 2. | |||||||||||||
3. Credit cards |
M733 |
NA | M734 | NA | M735 | NA | M736 | NA | M737 | NA | M738 | NA | 3. | |||||||||||||
4. Other consumer loans |
M739 |
NA | M740 | NA | M741 | NA | M742 | NA | M743 | NA | M744 | NA | 4. | |||||||||||||
5. Unallocated, if any |
M745 | NA | 5. | |||||||||||||||||||||||
6. Total (sum of items 1.a. through 5) (4) |
M746 |
NA | M747 | NA | M748 | NA | M749 | NA | M750 | NA | M751 | NA | 6. |
1. | Only institutions that have not yet adopted ASU 2016-13 are to complete Schedule RI-C, Part I. |
2. | The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 14 of 87 RI-10 |
Schedule RI-CContinued
Part II. Disaggregated Data on the Allowances for Credit Losses (1)
Schedule RI-C, Part II, is to be completed by institutions with $1 billion or more in total assets. (2)
(Column A) Amortized Cost |
(Column B) Allowance Balance |
|||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||||
Loans and Leases Held for Investment: |
||||||||||||||||||||
1. Real estate loans: |
||||||||||||||||||||
a. Construction loans |
JJ04 | 119,000 | JJ12 | 0 | 1.a. | |||||||||||||||
b. Commercial real estate loans |
JJ05 | 3,828,000 | JJ13 | 2,000 | 1.b. | |||||||||||||||
c. Residential real estate loans |
JJ06 | 2,194,000 | JJ14 | 4,000 | 1.c. | |||||||||||||||
2. Commercial loans (3) |
JJ07 | 8,367,000 | JJ15 | 10,000 | 2. | |||||||||||||||
3. Credit cards |
JJ08 | 0 | JJ16 | 0 | 3. | |||||||||||||||
4. Other consumer loans |
JJ09 | 262,000 | JJ17 | 0 | 4. | |||||||||||||||
5. Unallocated, if any |
JJ18 | 0 | 5. | |||||||||||||||||
6. Total (sum of items 1.a. through 5) (4) |
JJ11 | 14,770,000 | JJ19 | 16,000 | 6. |
Allowance Balance | ||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||
Held-to-Maturity Securities: |
||||||||||||
7. Securities issued by states and political subdivisions in the U.S |
JJ20 | 0 | 7. | |||||||||
8. Mortgage-backed securities (MBS) (including CMOs, REMICs, and stripped MBS) |
JJ21 | 0 | 8. | |||||||||
9. Asset-backed securities and structured financial products |
JJ23 | 0 | 9. | |||||||||
10. Other debt securities |
JJ24 | 0 | 10. | |||||||||
11. Total (sum of items 7 through 10) (5) |
JJ25 | 0 | 11. |
1. | Only institutions that have adopted ASU 2016-13 are to complete Schedule RI-C, Part II. |
2. | The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
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, 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 15 of 87 RI-11 |
Schedule RI-EExplanations
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 discontinued operations in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
Year-to-date | ||||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||||
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: | ||||||||||||||||||||
a. Income and fees from the printing and sale of checks |
C013 | 0 | 1.a. | |||||||||||||||||
b. Earnings on/increase in value of cash surrender value of life insurance |
C014 | 0 | 1.b. | |||||||||||||||||
c. Income and fees from automated teller machines (ATMs) |
C016 | 0 | 1.c. | |||||||||||||||||
d. Rent and other income from other real estate owned |
4042 | 0 | 1.d. | |||||||||||||||||
e. Safe deposit box rent |
C015 | 0 | 1.e. | |||||||||||||||||
f. | Bank card and credit card interchange fees |
|
F555 | 0 | 1.f. | |||||||||||||||
g. | Income and fees from wire transfers not reportable as service charges on deposit accounts |
|
T047 | 0 | 1.g. | |||||||||||||||
h. | TEXT 4461 Revenue from Services rendered to affiliates |
|
4461 | 32,000 | 1.h. | |||||||||||||||
i. | TEXT 4462 Commissions and fees |
|
4462 | 8,000 | 1.i. | |||||||||||||||
j. | TEXT 4463 Net gains (losses) on non-trading derivatives |
|
4463 | 6,000 | 1.j. | |||||||||||||||
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: | ||||||||||||||||||||
a. Data processing expenses | C017 | 0 | 2.a. | |||||||||||||||||
b. Advertising and marketing expenses | 0497 | 0 | 2.b. | |||||||||||||||||
c. Directors fees | 4136 | 0 | 2.c. | |||||||||||||||||
d. Printing, stationery, and supplies | C018 | 0 | 2.d. | |||||||||||||||||
e. Postage | 8403 | 0 | 2.e. | |||||||||||||||||
f. Legal fees and expenses | 4141 | 0 | 2.f. | |||||||||||||||||
g. FDIC deposit insurance assessments | 4146 | 0 | 2.g. | |||||||||||||||||
h. Accounting and auditing expenses | F556 | 0 | 2.h. | |||||||||||||||||
i. Consulting and advisory expenses | F557 | 0 | 2.i. | |||||||||||||||||
j. Automated teller machine (ATM) and interchange expenses | F558 | 0 | 2.j. | |||||||||||||||||
k. Telecommunications expenses | F559 | 0 | 2.k. | |||||||||||||||||
l. Other real estate owned expenses | Y923 | 0 | 2.l. | |||||||||||||||||
m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses, and other real estate owned expenses) | Y924 | 0 | 2.m. | |||||||||||||||||
n. | TEXT 4464 Services rendered by affiliates |
|
4464 | 139,000 | 2.n. | |||||||||||||||
o. | TEXT 4467 |
|
4467 | 0 | 2.o. | |||||||||||||||
p. | TEXT 4468 |
|
4468 | 0 | 2.p. | |||||||||||||||
3. |
Discontinued operations and applicable income tax effect (from Schedule RI, item 11) | |||||||||||||||||||
(itemize and describe each discontinued operation): | ||||||||||||||||||||
a. | TEXT (1) FT29 |
FT29 | 0 | 3.a.(1) | ||||||||||||||||
(2) Applicable income tax effect |
FT30 | 0 | 3.a.(2) | |||||||||||||||||
b. | TEXT (1) FT31 |
FT31 | 0 | 3.b.(1) | ||||||||||||||||
(2) Applicable income tax effect |
FT32 | 0 | 3.b.(2) |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 16 of 87 RI-12 |
Schedule RI-EContinued
Year-to-date | ||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||||||||
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): |
||||||||||||||||||
a. Effect of adoption of current expected credit losses methodology - ASU 2016-13 (1, 2) |
JJ26 | NA | 4.a. | |||||||||||||||
b. Not applicable |
||||||||||||||||||
TEXT c. B526 |
B526 | 0 | 4.c. | |||||||||||||||
TEXT d. B527 |
B527 | 0 | 4.d. | |||||||||||||||
5. Other transactions with stockholders (including a parent holding company) |
||||||||||||||||||
TEXT a. 4498 |
4498 | 0 | 5.a. | |||||||||||||||
TEXT b. 4499 |
4499 | 0 | 5.b. | |||||||||||||||
6. Adjustments to allowances for credit losses (3) (from Schedule RI-B, Part II, item 6) (itemize and describe all adjustments): |
||||||||||||||||||
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) |
JJ27 | NA | 6.a. | |||||||||||||||
b. Effect of adoption of current expected credit losses methodology on allowances for credit losses (1, 2) |
JJ28 | 0 | 6.b. | |||||||||||||||
TEXT c. 4521 |
4521 | 0 | 6.c. | |||||||||||||||
TEXT d. 4522 |
4522 | 0 | 6.d. | |||||||||||||||
RIAD | Yes | No | ||||||||||||||||
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): |
||||||||||||||||||
Comments? |
4769 | x | 7. | |||||||||||||||
Other explanations (please type or print clearly; 750 character limit): |
||||||||||||||||||
(TEXT 4769) |
1. | Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a, and 6.b, if applicable. |
2. | An institution should complete item 4.a and item 6.b in the quarter that it adopts ASU 2016-13 and in the quarter-end Call Reports for the remainder of that calendar year only. |
3. | Institutions that have not adopted ASU 2016-13 should report adjustments to the allowance for loan and lease losses in items 6.c and 6.d, if applicable. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 17 of 87 RC-1 |
Consolidated Report of Condition for Insured Banks
and Savings Associations for March 31, 2023
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.
Schedule RCBalance Sheet
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
Assets |
||||||||||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): |
||||||||||||||||||||
a. Noninterest-bearing balances and currency and coin (1) |
0081 | 28,000 | 1.a. | |||||||||||||||||
b. Interest-bearing balances (2) |
0071 | 12,533,000 | 1.b. | |||||||||||||||||
2. Securities: |
||||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) (3) |
JJ34 | 0 | 2.a. | |||||||||||||||||
b. Available-for-sale debt securities (from Schedule RC-B, column D) |
1773 | 720,000 | 2.b. | |||||||||||||||||
c. Equity securities with readily determinable fair values not held for trading (4) |
JA22 | 5,000 | 2.c. | |||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
||||||||||||||||||||
a. Federal funds sold |
B987 | 0 | 3.a. | |||||||||||||||||
b. Securities purchased under agreements to resell (5, 6) |
B989 | 5,918,000 | 3.b. | |||||||||||||||||
4. Loans and lease financing receivables (from Schedule RC-C): |
||||||||||||||||||||
a. Loans and leases held for sale |
5369 | 0 | 4.a. | |||||||||||||||||
b. Loans and leases held for investment |
B528 | 14,770,000 | 4.b. | |||||||||||||||||
c. LESS: Allowance for loan and lease losses |
3123 | 16,000 | 4.c. | |||||||||||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7) |
B529 | 14,754,000 | 4.d. | |||||||||||||||||
5. Trading assets (from Schedule RC-D) |
3545 | 0 | 5. | |||||||||||||||||
6. Premises and fixed assets (including capitalized leases) |
2145 | 0 | 6. | |||||||||||||||||
7. Other real estate owned (from Schedule RC-M) |
2150 | 0 | 7. | |||||||||||||||||
8. Investments in unconsolidated subsidiaries and associated companies |
2130 | 0 | 8. | |||||||||||||||||
9. Direct and indirect investments in real estate ventures |
3656 | 0 | 9. | |||||||||||||||||
10. Intangible assets (from Schedule RC-M) |
2143 | 4,000 | 10. | |||||||||||||||||
11. Other assets (from Schedule RC-F) (6) |
2160 | 2,141,000 | 11. | |||||||||||||||||
12. Total assets (sum of items 1 through 11) |
2170 | 36,103,000 | 12. | |||||||||||||||||
Liabilities |
||||||||||||||||||||
13. Deposits: |
||||||||||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) |
2200 | 23,619,000 | 13.a. | |||||||||||||||||
(1) Noninterest-bearing (8) |
6631 | 10,976,000 | 13.a.(1) | |||||||||||||||||
(2) Interest-bearing |
6636 | 12,643,000 | 13.a.(2) | |||||||||||||||||
b. Not applicable |
||||||||||||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: |
||||||||||||||||||||
a. Federal funds purchased (9) |
B993 | 0 | 14.a. | |||||||||||||||||
b. Securities sold under agreements to repurchase (10) |
B995 | 0 | 14.b. | |||||||||||||||||
15. Trading liabilities (from Schedule RC-D) |
3548 | 0 | 15. | |||||||||||||||||
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) |
3190 | 217,000 | 16. | |||||||||||||||||
17. and 18. Not applicable |
||||||||||||||||||||
19. Subordinated notes and debentures (11) |
3200 | 0 | 19. |
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 item 2.a should equal 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 by all institutions. See the instructions for this item and the Glossary entry for Securities Activities for further detail on accounting for investments in equity securities. |
5. | Includes all securities resale agreements, regardless of maturity. |
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. |
7. | Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
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. |
11. | Includes limited-life preferred stock and related surplus. |
03/2023
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 18 of 87 RC-2 |
Schedule RCContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
Liabilitiescontinued |
||||||||||||||||||||
20. Other liabilities (from Schedule RC-G) |
2930 | 2,590,000 | 20. | |||||||||||||||||
21. Total liabilities (sum of items 13 through 20) |
2948 | 26,426,000 | 21. | |||||||||||||||||
22. Not applicable |
||||||||||||||||||||
Equity Capital |
||||||||||||||||||||
Bank Equity Capital |
||||||||||||||||||||
23. Perpetual preferred stock and related surplus |
3838 | 0 | 23. | |||||||||||||||||
24. Common stock |
3230 | 2,127,000 | 24. | |||||||||||||||||
25. Surplus (exclude all surplus related to preferred stock) |
3839 | 939,000 | 25. | |||||||||||||||||
26. a. Retained earnings |
3632 | 6,651,000 | 26.a. | |||||||||||||||||
b. Accumulated other comprehensive income (1) |
B530 | (40,000 | ) | 26.b. | ||||||||||||||||
c. Other equity capital components (2) |
A130 | 0 | 26.c. | |||||||||||||||||
27. a. Total bank equity capital (sum of items 23 through 26.c) |
3210 | 9,677,000 | 27.a. | |||||||||||||||||
b. Noncontrolling (minority) interests in consolidated subsidiaries |
3000 | 0 | 27.b. | |||||||||||||||||
28. Total equity capital (sum of items 27.a and 27.b) |
G105 | 9,677,000 | 28. | |||||||||||||||||
29. Total liabilities and equity capital (sum of items 21 and 28) |
3300 | 36,103,000 | 29. | |||||||||||||||||
Memoranda |
||||||||||||||||||||
To be reported with the March Report of Condition. |
||||||||||||||||||||
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 2022 |
RCON | Number | ||||||||||||||||||
6724 | 2a | M.1. |
1a = | An integrated audit of the reporting institutions financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution | |
1b = | An audit of the reporting institutions financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution | |
2a = | An integrated audit of the reporting institutions parent holding companys consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
2b = | An audit of the reporting institutions parent holding companys consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) | |
3 = | This number is not to be used | |
4 = | Directors examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) | |
5 = | Directors examination of the bank performed by other external auditors (may be required by state-chartering authority) | |
6 = | Review of the banks financial statements by external auditors | |
7 = | Compilation of the banks financial statements by external auditors | |
8 = | Other audit procedures (excluding tax preparation work) | |
9 = | No external audit work |
To be reported with the March Report of Condition. | RCON | Date | ||||||||||||||
2. Banks fiscal year-end date (report the date in MMDD format) |
8678 | 1231 | M.2. |
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 19 of 87 RC-3 |
Schedule RC-ACash and Balances Due from Depository Institutions
Schedule RC-A is to be completed only by banks with $300 million or more in total assets. (1)
Exclude assets held for trading.
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||
1. Cash items in process of collection, unposted debits, and currency and coin: |
||||||||||||||||||
a. Cash items in process of collection and unposted debits |
0020 | 28,000 | 1.a. | |||||||||||||||
b. Currency and coin |
0080 | 0 | 1.b. | |||||||||||||||
2. Balances due from depository institutions in the U.S |
0082 | 6,000 | 2. | |||||||||||||||
3. Balances due from banks in foreign countries and foreign central banks |
0070 | 0 | 3. | |||||||||||||||
4. Balances due from Federal Reserve Banks |
0090 | 12,527,000 | 4. | |||||||||||||||
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) |
0010 | 12,561,000 | 5. |
1. | The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
Schedule RC-BSecurities
Exclude assets held for trading.
Held-to-maturity | Available-for-sale | |||||||||||||||||||||||||||||||||||
(Column A) Amortized Cost |
(Column B) Fair Value |
(Column C) Amortized Cost |
(Column D) Fair Value |
|||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||
1. U.S. Treasury securities |
0211 | 0 | 0213 | 0 | 1286 | 773,000 | 1287 | 720,000 | 1. | |||||||||||||||||||||||||||
2. U.S. Government agency and sponsored agency obligations (exclude mortgage-backed securities) (1) |
HT50 | 0 | HT51 | 0 | HT52 | 0 | HT53 | 0 | 2. | |||||||||||||||||||||||||||
3. Securities issued by states and political subdivisions in the U.S |
8496 | 0 | 8497 | 0 | 8498 | 0 | 8499 | 0 | 3. |
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 Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 20 of 87 RC-4 |
Schedule RC-BContinued
Held-to-maturity | Available-for-sale | |||||||||||||||||||||||||||||||||||
(Column A) Amortized Cost |
(Column B) Fair Value |
(Column C) Amortized Cost |
(Column D) Fair Value |
|||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||
4. Mortgage-backed securities (MBS): |
||||||||||||||||||||||||||||||||||||
a. Residential mortgage pass-through securities: |
||||||||||||||||||||||||||||||||||||
(1) Guaranteed by GNMA |
G300 | 0 | G301 | 0 | G302 | 0 | G303 | 0 | 4.a. | (1) | ||||||||||||||||||||||||||
(2) Issued by FNMA and FHLMC |
G304 | 0 | G305 | 0 | G306 | 0 | G307 | 0 | 4.a. | (2) | ||||||||||||||||||||||||||
(3) Other pass-through securities |
G308 | 0 | G309 | 0 | G310 | 0 | G311 | 0 | 4.a. | (3) | ||||||||||||||||||||||||||
b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS): |
||||||||||||||||||||||||||||||||||||
(1) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1) |
G312 | 0 | G313 | 0 | G314 | 0 | G315 | 0 | 4.b. | (1) | ||||||||||||||||||||||||||
(2) Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) |
G316 | 0 | G317 | 0 | G318 | 0 | G319 | 0 | 4.b. | (2) | ||||||||||||||||||||||||||
(3) All other residential MBS |
G320 | 0 | G321 | 0 | G322 | 0 | G323 | 0 | 4.b. | (3) | ||||||||||||||||||||||||||
c. Commercial MBS |
||||||||||||||||||||||||||||||||||||
(1) Commercial mortgage pass-through securities: |
||||||||||||||||||||||||||||||||||||
(a) Issued or guaranteed by FNMA, FHLMC, or GNMA |
K142 | 0 | K143 | 0 | K144 | 0 | K145 | 0 | 4.c. | (1)(a) | ||||||||||||||||||||||||||
(b) Other pass-through securities |
K146 | 0 | K147 | 0 | K148 | 0 | K149 | 0 | 4.c. | (1)(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). |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 21 of 87 RC-5 |
Schedule RC-BContinued
Held-to-maturity | Available-for-sale | |||||||||||||||||||||||||||||||||||
(Column A) Amortized Cost |
(Column B) Fair Value |
(Column C) Amortized Cost |
(Column D) Fair Value |
|||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||
4. c. (2) Other commercial MBS: |
||||||||||||||||||||||||||||||||||||
(a) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1) |
K150 | 0 | K151 | 0 | K152 | 0 | K153 | 0 | 4.c. | (2)(a) | ||||||||||||||||||||||||||
(b) All other commercial MBS |
K154 | 0 | K155 | 0 | K156 | 0 | K157 | 0 | 4.c. | (2)(b) | ||||||||||||||||||||||||||
5. Asset-backed securities and structured financial products: |
||||||||||||||||||||||||||||||||||||
a. Asset-backed securities (ABS) |
C026 | 0 | C988 | 0 | C989 | 0 | C027 | 0 | 5.a. | |||||||||||||||||||||||||||
b. Structured financial products |
HT58 | 0 | HT59 | 0 | HT60 | 0 | HT61 | 0 | 5.b. | |||||||||||||||||||||||||||
6. Other debt securities: |
||||||||||||||||||||||||||||||||||||
a. Other domestic debt securities |
1737 | 0 | 1738 | 0 | 1739 | 0 | 1741 | 0 | 6.a. | |||||||||||||||||||||||||||
b. Other foreign debt securities |
1742 | 0 | 1743 | 0 | 1744 | 0 | 1746 | 0 | 6.b. | |||||||||||||||||||||||||||
7. Unallocated portfolio layer fair value hedge basis adjustments (2) |
MG95 | NA | 7. | |||||||||||||||||||||||||||||||||
8. Total (sum of items 1 through 7) (3) . |
1754 | 0 | 1771 | 0 | 1772 | 773,000 | 1773 | 720,000 | 8. |
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. | This item is to be completed by institutions that have adopted ASU 2022-01, as applicable. |
3. | 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 22 of 87 RC-6 |
Schedule RC-BContinued
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
1. Pledged securities (1) |
0416 | 0 | M.1. | |||||||||||||||||
2. Maturity and repricing data for debt securities (excluding those in nonaccrual status): |
||||||||||||||||||||
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 14 family residential mortgages with a remaining maturity or next repricing date of: (2), (3) |
||||||||||||||||||||
(1) Three months or less |
A549 | 99,000 | M.2.a.(1) | |||||||||||||||||
(2) Over three months through 12 months |
A550 | 247,000 | M.2.a.(2) | |||||||||||||||||
(3) Over one year through three years |
A551 | 0 | M.2.a.(3) | |||||||||||||||||
(4) Over three years through five years |
A552 | 374,000 | M.2.a.(4) | |||||||||||||||||
(5) Over five years through 15 years |
A553 | 0 | M.2.a.(5) | |||||||||||||||||
(6) Over 15 years |
A554 | 0 | M.2.a.(6) | |||||||||||||||||
b. Mortgage pass-through securities backed by closed-end first lien 14 family residential mortgages with a remaining maturity or next repricing date of: (2), (4) |
||||||||||||||||||||
(1) Three months or less |
A555 | 0 | M.2.b.(1) | |||||||||||||||||
(2) Over three months through 12 months |
A556 | 0 | M.2.b.(2) | |||||||||||||||||
(3) Over one year through three years |
A557 | 0 | M.2.b.(3) | |||||||||||||||||
(4) Over three years through five years |
A558 | 0 | M.2.b.(4) | |||||||||||||||||
(5) Over five years through 15 years |
A559 | 0 | M.2.b.(5) | |||||||||||||||||
(6) Over 15 years |
A560 | 0 | 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: (5) |
||||||||||||||||||||
(1) Three years or less |
A561 | 0 | M.2.c.(1) | |||||||||||||||||
(2) Over three years |
A562 | 0 | 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) |
A248 | 346,000 | 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) |
1778 | 0 | 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): |
||||||||||||||||||||
a. Amortized cost |
8782 | 0 | M.4.a. | |||||||||||||||||
b. Fair value |
8783 | 0 | M.4.b. |
1. | Includes held-to-maturity securities at amortized cost, available-for-sale debt securities at fair value, and equity securities with readily determinable fair values not held for trading (reported in Schedule RC, item 2.c) at fair value. |
2. | Report fixed-rate debt securities by remaining maturity and floating-rate debt securities by next repricing date. |
3. | Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 4.c.(1), 5, and 6, columns A and D, plus residential mortgage pass-through securities other than those backed by closed-end first lien 14 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. |
4. | Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 14 family residential mortgages included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by closed-end first lien 14 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D. |
5. | Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual Other mortgage-backed securities included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 23 of 87 RC-7 |
Schedule RC-BContinued
MemorandaContinued
Held-to-maturity | Available-for-sale | |||||||||||||||||||||||||||||||||||
(Column A) Amortized Cost |
(Column B) Fair Value |
(Column C) Amortized Cost |
(Column D) Fair Value |
|||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||
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. (1) |
||||||||||||||||||||||||||||||||||||
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): |
||||||||||||||||||||||||||||||||||||
a. Credit card receivables |
B838 | 0 | B839 | 0 | B840 | 0 | B841 | 0 | M.5.a. | |||||||||||||||||||||||||||
b. Home equity lines |
B842 | 0 | B843 | 0 | B844 | 0 | B845 | 0 | M.5.b. | |||||||||||||||||||||||||||
c. Automobile loans |
B846 | 0 | B847 | 0 | B848 | 0 | B849 | 0 | M.5.c. | |||||||||||||||||||||||||||
d. Other consumer loans |
B850 | 0 | B851 | 0 | B852 | 0 | B853 | 0 | M.5.d. | |||||||||||||||||||||||||||
e. Commercial and industrial loans |
B854 | 0 | B855 | 0 | B856 | 0 | B857 | 0 | M.5.e. | |||||||||||||||||||||||||||
f. Other |
B858 | 0 | B859 | 0 | B860 | 0 | B861 | 0 | 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: |
||||||||||||||||||||||||||||||||||||
a. Trust preferred securities issued by financial institutions |
G348 | 0 | G349 | 0 | G350 | 0 | G351 | 0 | M.6.a. | |||||||||||||||||||||||||||
b. Trust preferred securities issued by real estate investment trusts |
G352 | 0 | G353 | 0 | G354 | 0 | G355 | 0 | M.6.b. | |||||||||||||||||||||||||||
c. Corporate and similar loans |
G356 | 0 | G357 | 0 | G358 | 0 | G359 | 0 | M.6.c. | |||||||||||||||||||||||||||
d. 1-4 family residential MBS issued or guaranteed by U.S. Government-sponsored enterprises (GSEs) |
G360 | 0 | G361 | 0 | G362 | 0 | G363 | 0 | M.6.d. | |||||||||||||||||||||||||||
e. 1-4 family residential MBS not issued or guaranteed by GSEs |
G364 | 0 | G365 | 0 | G366 | 0 | G367 | 0 | M.6.e. | |||||||||||||||||||||||||||
f. Diversified (mixed) pools of structured financial products |
G368 | 0 | G369 | 0 | G370 | 0 | G371 | 0 | M.6.f. | |||||||||||||||||||||||||||
g. Other collateral or reference assets |
G372 | 0 | G373 | 0 | G374 | 0 | G375 | 0 | M.6.g. |
1. | The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 24 of 87 RC-8 |
Schedule RC-CLoans and Lease Financing Receivables
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.(1) 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.
(Column A) To Be Completed by Banks with $300 Million or More in Total Assets (2) |
(Column B) To Be Completed by All Banks |
|||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||
1. Loans secured by real estate: |
||||||||||||||||||
a. Construction, land development, and other land loans: |
||||||||||||||||||
(1) 14 family residential construction loans |
F158 | 0 | 1.a.(1) | |||||||||||||||
(2) Other construction loans and all land development and other land loans |
F159 | 119,000 | 1.a.(2) | |||||||||||||||
b. Secured by farmland |
1420 | 0 | 1.b. | |||||||||||||||
c. Secured by 14 family residential properties: |
||||||||||||||||||
(1) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit |
1797 | 280,000 | 1.c.(1) | |||||||||||||||
(2) Closed-end loans secured by 14 family residential properties: |
||||||||||||||||||
(a) Secured by first liens |
5367 | 1,885,000 | 1.c.(2)(a) | |||||||||||||||
(b) Secured by junior liens 5368 |
29,000 | 1.c.(2)(b) | ||||||||||||||||
d. Secured by multifamily (5 or more) residential properties |
1460 | 1,886,000 | 1.d. | |||||||||||||||
e. Secured by nonfarm nonresidential properties: |
||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
F160 | 16,000 | 1.e.(1) | |||||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
F161 | 1,926,000 | 1.e.(2) | |||||||||||||||
2. Loans to depository institutions and acceptances of other banks |
1288 | 1,209,000 | 2. | |||||||||||||||
a. To commercial banks in the U.S. |
B531 | 0 | 2.a. | |||||||||||||||
b. To other depository institutions in the U.S |
B534 | 0 | 2.b. | |||||||||||||||
c. To banks in foreign countries |
B535 | 1,209,000 | 2.c. | |||||||||||||||
3. Loans to finance agricultural production and other loans to farmers |
1590 | 0 | 3. | |||||||||||||||
4. Commercial and industrial loans |
1766 | 2,738,000 | 4. | |||||||||||||||
a. To U.S. addressees (domicile) |
1763 | 2,284,000 | 4.a. | |||||||||||||||
b. To non-U.S. addressees (domicile) |
1764 | 454,000 | 4.b. | |||||||||||||||
5. Not applicable |
||||||||||||||||||
6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): |
||||||||||||||||||
a. Credit cards |
B538 | 0 | 6.a. | |||||||||||||||
b. Other revolving credit plans |
B539 | 0 | 6.b. | |||||||||||||||
c. Automobile loans |
K137 | 0 | 6.c. | |||||||||||||||
d. Other consumer loans (includes single payment and installment, loans other than automobile loans, and all student loans) |
K207 | 262,000 | 6.d. | |||||||||||||||
7. Not applicable |
||||||||||||||||||
8. Obligations (other than securities and leases) of states and political subdivisions in the U.S |
2107 | 0 | 8. |
1. | Institutions that have adopted ASU 2016-13 should not deduct the allowance for credit losses on loans and leases or the allocated transfer risk reserve from amounts reported on this schedule. |
2. | The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 25 of 87 RC-9 |
Schedule RC-CContinued
Part IContinued
(Column A) To Be Completed by Banks with $300 Million or More in Total Assets (1) |
(Column B) To Be Completed by All Banks |
|||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||||
9. Loans to nondepository financial institutions and other loans: |
||||||||||||||||||||
a. Loans to nondepository financial institutions |
J454 | 70,000 | 9.a. | |||||||||||||||||
b. Other loans |
J464 | 4,333,000 | 9.b. | |||||||||||||||||
(1) Loans for purchasing or carrying securities (secured and unsecured) |
1545 | 1,938,000 | 9.b.(1) | |||||||||||||||||
(2) All other loans (exclude consumer loans) |
J451 | 2,395,000 | 9.b.(2) | |||||||||||||||||
10. Lease financing receivables (net of unearned income) |
2165 | 17,000 | 10. | |||||||||||||||||
a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases) |
F162 | 0 | 10.a. | |||||||||||||||||
b. All other leases |
F163 | 17,000 | 10.b. | |||||||||||||||||
11. LESS: Any unearned income on loans reflected in items 1-9 above |
2123 | 0 | 11. | |||||||||||||||||
12. Total loans and leases held for investment and held for sale (sum of items 1 through 10 minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b) |
2122 | 14,770,000 | 12. |
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||
1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, Part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1): |
||||||||||||||||||
a. Construction, land development, and other land loans: |
||||||||||||||||||
(1) 14 family residential construction loans |
K158 | 0 | M.1.a.(1) | |||||||||||||||
(2) Other construction loans and all land development and other land loans |
K159 | 0 | M.1.a.(2) | |||||||||||||||
b. Loans secured by 14 family residential properties |
F576 | 0 | M.1.b. | |||||||||||||||
c. Secured by multifamily (5 or more) residential properties |
K160 | 0 | M.1.c. | |||||||||||||||
d. Secured by nonfarm nonresidential properties: |
||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
K161 | 0 | M.1.d.(1) | |||||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
K162 | 0 | M.1.d.(2) | |||||||||||||||
e. Commercial and industrial loans K256 0 |
M.1.e. | |||||||||||||||||
Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (1) (sum of Memorandum items 1.e(1) and (2) must equal Memorandum item 1.e): |
||||||||||||||||||
(1) To U.S. addressees (domicile) |
K163 | 0 | M.1.e.(1) | |||||||||||||||
(2) To non-U.S. addressees (domicile) |
K164 | 0 | M.1.e.(2) | |||||||||||||||
f. All other loans ( include loans to individuals for household, family, and other personal expenditures) |
K165 | 0 | 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.e plus 1.f): |
||||||||||||||||||
(1) Loans secured by farmland |
K166 | 0 | M.1.f.(1) | |||||||||||||||
(2) and (3) Not applicable |
1. | The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 26 of 87 RC-10 |
Schedule RC-CContinued
Part IContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||
1. f. (4) Loans to individuals for household, family, and other personal expenditures: |
||||||||||||||||||
(a) Credit cards |
K098 | 0 | M.1.f.(4)(a) | |||||||||||||||
(b) Automobile loans |
K203 | 0 | M.1.f.(4)(b) | |||||||||||||||
(c) Other (includes revolving credit plans other than credit cards and other consumer loans) |
K204 | 0 | M.1.f.(4)(c) | |||||||||||||||
Memorandum item 1.f.(5) is to be completed by: (1) |
||||||||||||||||||
Banks with $300 million or more in total assets |
||||||||||||||||||
Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans |
||||||||||||||||||
(5) Loans to finance agricultural production and other loans to farmers included in Schedule RC-C, Part I, Memorandum item 1.f, above |
K168 | 0 | M.1.f.(5) | |||||||||||||||
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.e plus 1.f) |
HK25 | 0 | M.1.g. | |||||||||||||||
2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): |
||||||||||||||||||
a. Closed-end loans secured by first liens on 14 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: (2), (3) |
||||||||||||||||||
(1) Three months or less |
A564 | 121,000 | M.2.a.(1) | |||||||||||||||
(2) Over three months through 12 months |
A565 | 226,000 | M.2.a.(2) | |||||||||||||||
(3) Over one year through three years |
A566 | 147,000 | M.2.a.(3) | |||||||||||||||
(4) Over three years through five years |
A567 | 335,000 | M.2.a.(4) | |||||||||||||||
(5) Over five years through 15 years |
A568 | 1,011,000 | M.2.a.(5) | |||||||||||||||
(6) Over 15 years |
A569 | 11,000 | M.2.a.(6) | |||||||||||||||
b. All loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B above) EXCLUDING closed-end loans secured by first liens on 14 family residential properties (reported in Schedule RC-C, Part I, item 1.c.(2)(a), column B, above) with a remaining maturity or next repricing date of: (2) , (4) |
||||||||||||||||||
(1) Three months or less |
A570 | 11,906,000 | M.2.b.(1) | |||||||||||||||
(2) Over three months through 12 months |
A571 | 662,000 | M.2.b.(2) | |||||||||||||||
(3) Over one year through three years |
A572 | 11,000 | M.2.b.(3) | |||||||||||||||
(4) Over three years through five years |
A573 | 15,000 | M.2.b.(4) | |||||||||||||||
(5) Over five years through 15 years |
A574 | 13,000 | M.2.b.(5) | |||||||||||||||
(6) Over 15 years |
A575 | 274,000 | M.2.b.(6) | |||||||||||||||
c. Loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B, above) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status) |
A247 | 12,473,000 | M.2.c. |
1. | The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
2. | Report fixed-rate loans and leases by remaining maturity and floating rate loans by next repricing date. |
3. | Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 14 family residential properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total closed-end loans secured by first liens on 14 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B. |
4. | Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, item 9, column C, minus nonaccrual closed-end loans secured by first liens on 14 family residential properties included in Schedule RC-N, item 1.c.(2)(a), column C, must equal total loans and leases from Schedule RC-C, Part I, sum of items 1 through 10, column B, minus total closed-end loans secured by first liens on 14 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
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FFIEC 041 Page 27 of 87 RC-11 |
Schedule RC-CContinued
Part IContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||
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 B (1) |
2746 | 152,000 | M.3. | |||||||||||||||
4. Adjustable-rate closed-end loans secured by first liens on 14 family residential properties (included in Schedule RC-C, Part I, item 1.c.(2)(a), column B) |
5370 | 1,870,000 | M.4. | |||||||||||||||
5. To be completed by banks with $300 million or more in total assets: (2) |
B837 | 122,000 | 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. |
C391 | NA | M.6. | |||||||||||||||
Memorandum items 7.a, 7.b, and 8.a are to be completed by all banks semiannually in the June and December reports only. (3) | ||||||||||||||||||
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): |
||||||||||||||||||
a. Outstanding balance |
C779 | NA | M.7.a. | |||||||||||||||
b. Amount included in Schedule RC-C, Part I, items 1 through 9 |
C780 | NA | M.7.b. | |||||||||||||||
8. Closed-end loans with negative amortization features secured by 14 family residential properties: |
||||||||||||||||||
a. Total amount of closed-end loans with negative amortization features secured by 14 family residential properties (included in Schedule RC-C, Part I, items 1.c.(2)(a) and (b)) |
F230 | NA | 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 1 4 family residential properties (as reported in Schedule RC-C, Part I, Memorandum item 8.a) as of the preceding December 31 report date, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale (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 14 family residential properties |
F231 | NA | M.8.b. | |||||||||||||||
c. Total amount of negative amortization on closed-end loans secured by 14 family residential properties included in the amount reported in Memorandum item 8.a above |
F232 | NA | M.8.c | |||||||||||||||
9. Loans secured by 14 family residential properties in process of
foreclosure |
F577 | 9,000 | M.9. | |||||||||||||||
10. and 11. Not applicable |
1. | Exclude loans secured by real estate that are included in Schedule RC-C, Part I, items 1.a through 1.e, column B. |
2. | The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
3. | Memorandum item 7 is to be completed only by institutions that have not yet adopted ASU 2016-13. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 28 of 87 RC-12 |
Schedule RC-CContinued
Part IContinued
MemorandaContinued
(Column A) Fair Value of Acquired Loans and Leases at Acquisition Date |
(Column B) Gross Contractual Amounts Receivable at Acquisition Date |
(Column C) Best Estimate at Acquisition Date of Contractual Cash Flows Not Expected to be Collected |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
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) |
||||||||||||||||||||||||||||
a. Loans secured by real estate |
G091 | 0 | G092 | 0 | G093 | 0 | M.12.a. | |||||||||||||||||||||
b. Commercial and industrial loans |
G094 | 0 | G095 | 0 | G096 | 0 | M.12.b. | |||||||||||||||||||||
c. Loans to individuals for household, family, and other personal expenditures |
G097 | 0 | G098 | 0 | G099 | 0 | M.12.c. | |||||||||||||||||||||
d. All other loans and all leases |
G100 | 0 | G101 | 0 | G102 | 0 | M.12.d. |
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
Memorandum item 13 is to be completed by banks that had construction, land development, and other land loans (as reported in Schedule RC-C, Part I, item 1.a, column B) that exceeded the sum of tier 1 capital (as reported in Schedule RC-R, Part I, item 26) plus the allowance for loan and lease losses or the allowance for credit losses on loans and leases, as applicable (as reported in Schedule RC, item 4.c) as of the preceding December 31 report date. | ||||||||||||||||||||
13. Construction, land development, and other land loans with interest reserves: |
||||||||||||||||||||
a. Amount of loans that provide for the use of interest reserves |
G376 | 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)(b)) |
|
RIAD G377 |
|
0 | M.13.b. | |||||||||||||||
Memorandum item 14 is to be completed by all banks. | RCON | |||||||||||||||||||
14. Pledged loans and leases |
G378 | 565,000 | M.14. | |||||||||||||||||
Memorandum item 15 is to be completed for the December report only. | ||||||||||||||||||||
15. Reverse mortgages: |
||||||||||||||||||||
a. Reverse mortgages outstanding that are held for investment |
||||||||||||||||||||
(1) Home Equity Conversion Mortgage (HECM) reverse mortgages |
J466 | NA | M.15.a.(1) | |||||||||||||||||
(2) Proprietary reverse mortgages |
J467 | NA | 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: |
||||||||||||||||||||
Number | ||||||||||||||||||||
(1) Home Equity Conversion Mortgage (HECM) reverse mortgages |
J468 | NA | M.15.b.(1) | |||||||||||||||||
(2) Proprietary reverse mortgages |
J469 | NA | M.15.b.(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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 29 of 87 RC-13 |
Schedule RC-CContinued
Part IContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
15. c. Principal amount of reverse mortgage originations that have been sold during the year: |
||||||||||||||||||||
(1) Home Equity Conversion Mortgage (HECM) reverse mortgages |
J470 | NA | M.15.c.(1) | |||||||||||||||||
(2) Proprietary reverse mortgages |
J471 | NA | M.15.c.(2) | |||||||||||||||||
Memorandum item 16 is to be completed by all banks. | ||||||||||||||||||||
16. Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit that have converted to non-revolving closed-end status (included in item 1.c.(1) above) |
LE75 | 0 | M.16. | |||||||||||||||||
Amounts reported in Memorandum items 17.a and 17.b will not be made available to the public on an individual institution basis. | ||||||||||||||||||||
17. Eligible loan modifications under Section 4013,Temporary Relief from Troubled Debt Restructurings, of the 2020 Coronavirus Aid, Relief, and Economic Security Act: |
||||||||||||||||||||
Number | ||||||||||||||||||||
a. Number of Section 4013 loans outstanding |
LG24 | 0 | M.17.a. | |||||||||||||||||
Amount | ||||||||||||||||||||
b. Outstanding balance of Section 4013 loans |
LG25 | 0 | M.17.b. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 30 of 87 RC-14 |
Schedule RC-CContinued
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. |
Loans to Small Businesses
RCON | Yes | No | ||||||||||||||
1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your banks Loans secured by nonfarm nonresidential properties reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2), and all or substantially all of the dollar volume of your banks Commercial and industrial loans reported in Schedule RC-C, Part I, item 4, (1) have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an X in the box marked NO.) |
6999 | x | 1. |
If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5.
If NO and your bank has no loans outstanding in both loan categories, skip items 2 through 4, and go to item 5.
Number of Loans | ||||||||||||
RCON | Number | |||||||||||
2. Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories: |
||||||||||||
a. Loans secured by nonfarm nonresidential properties reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (Note: Sum of items 1.e.(1) and 1.e.(2) divided by the number of loans should NOT exceed $100,000.) |
5562 | NA | 2.a. | |||||||||
b. Commercial and industrial loans reported in Schedule RC-C, Part I, item 4 (1) |
5563 | NA | 2.b. |
(Column A) Number of Loans |
(Column B) Amount Currently Outstanding |
|||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||||
3. Number and amount currently outstanding of Loans secured by nonfarm nonresidential properties reported in Schedule RC-C, Part I, items 1.e.(1) and 1.e.(2) (sum of items 3.a through 3.c must be less than or equal to Schedule RC-C, Part I, sum of items 1.e.(1) and 1.e.(2)): |
||||||||||||||||||||
a. With original amounts of $100,000 or less |
5564 | 0 | 5565 | 0 | 3.a. | |||||||||||||||
b. With original amounts of more than $100,000 through $250,000 |
5566 | 0 | 5567 | 0 | 3.b. | |||||||||||||||
c. With original amounts of more than $250,000 through $1,000,000 |
5568 | 0 | 5569 | 0 | 3.c. | |||||||||||||||
4. Number and amount currently outstanding of Commercial and industrial
loans reported in Schedule RC-C, Part I, item 4 (1) |
||||||||||||||||||||
a. With original amounts of $100,000 or less |
5570 | 0 | 5571 | 0 | 4.a. | |||||||||||||||
b. With original amounts of more than $100,000 through $250,000 |
5572 | 2 | 5573 | 0 | 4.b. | |||||||||||||||
c. With original amounts of more than $250,000 through $1,000,000 |
5574 | 0 | 5575 | 0 | 4.c. |
1. | Banks with $300 million or more in total assets should provide the requested information for Commercial and industrial loans based on the loans reported in Schedule RC-C, Part I, item 4.a, column A, Commercial and industrial loans to U.S. addressees. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 31 of 87 RC-15 |
Schedule RC-CContinued
Part IIContinued
Agricultural Loans to Small Farms
RCON | Yes | No | ||||||||||||||
5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your banks Loans secured by farmland (including farm residential and other improvements) reported in Schedule RC-C, Part I, item 1.b, and all or substantially all of the dollar volume of your banks Loans to finance agricultural production and other loans to farmers in reported in Schedule RC-C, Part I, item 3, have original amounts of $100,000 or less (If your bank has no loans outstanding in both of these two loan categories, place an X in the box marked NO.) |
6860 | x | 5. |
If YES, complete items 6.a and 6.b below, and do not complete items 7 and 8.
If NO and your bank has loans outstanding in either loan category, skip items 6.a and 6.b and complete items 7 and 8 below.
If NO and your bank has no loans outstanding in both loan categories, do not complete items 6 through 8.
Number of Loans | ||||||||||||
RCON | Number | |||||||||||
6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, Part I, loan categories: |
||||||||||||
a. Loans secured by farmland (including farm residential and other improvements) reported in Schedule RC-C, Part I, item 1.b (Note: Item 1.b, divided by the number of loans should NOT exceed $100,000.) |
5576 | NA | 6.a. | |||||||||
b. Loans to finance agricultural production and other loans to farmers in reported in Schedule RC-C, Part I, item 3 (Note: Item 3 divided by the number of loans should NOT exceed $100,000.) |
5577 | NA | 6.b. |
(Column A) Number of Loans |
(Column B) Amount Currently Outstanding |
|||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||||
7. Number and amount currently outstanding of Loans secured by farmland (including farm residential and other improvements) reported in Schedule RC-C, Part I, item 1.b (sum of items 7.a through 7.c must be less than or equal to Schedule RC-C, Part I, item 1.b): |
||||||||||||||||||||
a. With original amounts of $100,000 or less |
5578 | NA | 5579 | NA | 7.a. | |||||||||||||||
b. With original amounts of more than $100,000 through $250,000 |
5580 | NA | 5581 | NA | 7.b. | |||||||||||||||
c. With original amounts of more than $250,000 through $500,000 |
5582 | NA | 5583 | NA | 7.c. | |||||||||||||||
8. Number and amount currently outstanding of Loans to finance agricultural production and other loans to farmers reported in Schedule RC-C, Part I, item 3 (sum of items 8.a through 8.c must be less than or equal to Schedule RC-C, Part I, item 3): |
||||||||||||||||||||
a. With original amounts of $100,000 or less |
5584 | NA | 5585 | NA | 8.a. | |||||||||||||||
b. With original amounts of more than $100,000 through $250,000 |
5586 | NA | 5587 | NA | 8.b. | |||||||||||||||
c. With original amounts of more than $250,000 through $500,000 |
5588 | NA | 5589 | NA | 8.c. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 32 of 87 RC-16 |
Schedule RC-DTrading Assets and Liabilities
Schedule RC-D is to be completed by banks that (1) reported total trading assets of $10 million or more in any of the four preceding calendar quarters, or (2) meet the FDICs definition of a large or highly complex institution for deposit insurance assessment purposes.
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
Assets |
||||||||||
1. U.S. Treasury securities |
3531 | 0 | 1. | |||||||
2. U.S. Government agency obligations (exclude mortgage-backed securities) |
3532 | 0 | 2. | |||||||
3. Securities issued by states and political subdivisions in the U.S |
3533 | 0 | 3. | |||||||
4. Mortgage-backed securities (MBS): |
||||||||||
a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA |
G379 | 0 | 4.a. | |||||||
b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) (include CMOs, REMICs, and stripped MBS) |
G380 | 0 | 4.b. | |||||||
c. All other residential MBS |
G381 | 0 | 4.c. | |||||||
d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1) |
K197 | 0 | 4.d. | |||||||
e. All other commercial MBS |
K198 | 0 | 4.e. | |||||||
5. Other debt securities: |
||||||||||
a. Structured financial products |
HT62 | 0 | 5.a. | |||||||
b. All other debt securities |
G386 | 0 | 5.b. | |||||||
6. Loans: |
||||||||||
a. Loans secured by real estate: |
||||||||||
(1) Loans secured by 1-4 family residential properties |
HT63 | 0 | 6.a.(1) | |||||||
(2) All other loans secured by real estate |
HT64 | 0 | 6.a.(2) | |||||||
b. Commercial and industrial loans |
F614 | 0 | 6.b. | |||||||
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
HT65 | 0 | 6.c. | |||||||
d. Other loans |
F618 | 0 | 6.d. | |||||||
7. and 8. Not applicable |
||||||||||
9. Other trading assets |
3541 | 0 | 9. | |||||||
10. Not applicable |
||||||||||
11. Derivatives with a positive fair value |
3543 | 0 | 11. | |||||||
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) |
3545 | 0 | 12. | |||||||
Liabilities |
||||||||||
13. a. Liability for short positions |
3546 | 0 | 13.a. | |||||||
b. Other trading liabilities |
F624 | 0 | 13.b. | |||||||
14. Derivatives with a negative fair value |
3547 | 0 | 14. | |||||||
15. Total trading liabilities (sum of items 13.a through 14) (must equal Schedule RC, item 15) |
3548 | 0 | 15. |
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). |
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a through 6.d): |
||||||||||
a. Loans secured by real estate: |
||||||||||
(1) Loans secured by 1-4 family residential properties |
HT66 | 0 | M.1.a.(1) | |||||||
(2) All other loans secured by real estate |
HT67 | 0 | M.1.a.(2) | |||||||
b. Commercial and industrial loans F632 |
0 | M.1.b. | ||||||||
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
HT68 | 0 | M.1.c. | |||||||
d. Other loans F636 |
0 | M.1.d. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 33 of 87 RC-17 |
Schedule RC-EDeposit Liabilities
Transaction Accounts | Nontransaction Accounts |
|||||||||||||||||||||||||||
(Column A) Total Transaction Accounts (Including Total Demand Deposits) |
(Column B) Memo: Total Demand Deposits (1) (Included in Column A) |
(Column C) Total Nontransaction Accounts (Including MMDAs) |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
Deposits of: |
||||||||||||||||||||||||||||
1. Individuals, partnerships, and corporations |
B549 | 13,475,000 | B550 | 2,690,000 | 1. | |||||||||||||||||||||||
2. U.S. Government |
2202 | 0 | 2520 | 0 | 2. | |||||||||||||||||||||||
3. States and political subdivisions in the U.S. |
2203 | 72,000 | 2530 | 0 | 3. | |||||||||||||||||||||||
4. Commercial banks and other depository institutions in the U.S. |
B551 | 784,000 | B552 | 118,000 | 4. | |||||||||||||||||||||||
5. Banks in foreign countries |
2213 | 5,913,000 | 2236 | 112,000 | 5. | |||||||||||||||||||||||
6. Foreign governments and official institutions |
2216 | 455,000 | 2377 | 0 | 6. | |||||||||||||||||||||||
7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a) |
2215 | 20,699,000 | 2210 | 20,692,000 | 2385 | 2,920,000 | 7. |
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
1. Selected components of total deposits (i.e., sum of item 7, columns A and C): |
||||||||||
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts |
6835 | 90,000 | M.1.a. | |||||||
b. Total brokered deposits |
2365 | 397,000 | M.1.b. | |||||||
c. Brokered deposits of $250,000 or less (fully insured brokered deposits) (2) |
HK05 | 387,000 | M.1.c. | |||||||
d. Maturity data for brokered deposits: |
||||||||||
(1) Brokered deposits of $250,000 or less with a remaining maturity of one year or less (included in Memorandum item 1.c above) |
HK06 | 387,000 | M.1.d.(1) | |||||||
(2) Not applicable |
||||||||||
(3) Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above) |
K220 | 10,000 | 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) |
5590 | NA | M.1.e. | |||||||
f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits |
K223 | 0 | M.1.f. | |||||||
g. Total reciprocal deposits |
JH83 | 0 | M.1.g. | |||||||
h. Sweep deposits: |
||||||||||
(1) Fully insured, affiliate sweep deposits |
MT87 | 128,000 | M.1.h.(1) | |||||||
(2) Not fully insured, affiliate sweep deposits |
MT89 | 599,000 | M.1.h.(2) | |||||||
(3) Fully insured, non-affiliate sweep deposits |
MT91 | 0 | M.1.h.(3) | |||||||
(4) Not fully insured, non-affiliate sweep deposits |
MT93 | 0 | M.1.h.(4) | |||||||
i. Total sweep deposits that are not brokered deposits |
MT95 | 682,000 | M.1.i. |
1. | Includes interest-bearing and noninterest-bearing demand deposits. |
2. | The dollar amount used as the basis for reporting in Memorandum item 1.c reflects the deposit insurance limits in effect on the report date. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 34 of 87 RC-18 |
Schedule RC-EContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||
2. Components of total nontransaction accounts |
||||||||||||||||
a. Savings deposits: |
||||||||||||||||
(1) Money market deposit accounts (MMDAs) |
6810 | 2,800,000 | M.2.a.(1) | |||||||||||||
(2) Other savings deposits (excludes MMDAs) |
0352 | 0 | M.2.a.(2) | |||||||||||||
b. Total time deposits of less than $100,000 |
6648 | 0 | M.2.b. | |||||||||||||
c. Total time deposits of $100,000 through $250,000 |
J473 | 0 | M.2.c. | |||||||||||||
d. Total time deposits of more than $250,000 |
J474 | 120,000 | 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 |
F233 | 0 | M.2.e. | |||||||||||||
3. Maturity and repricing data for time deposits of $250,000 or less: |
||||||||||||||||
a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: (1), (2) |
||||||||||||||||
(1) Three months or less |
HK07 | 0 | M.3.a.(1) | |||||||||||||
(2) Over three months through 12 months |
HK08 | 0 | M.3.a.(2) | |||||||||||||
(3) Over one year through three years |
HK09 | 0 | M.3.a.(3) | |||||||||||||
(4) Over three years |
HK10 | 0 | 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) |
HK11 | 0 | M.3.b. | |||||||||||||
4. Maturity and repricing data for time deposits of more than $250,000: |
||||||||||||||||
a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: (1), (4) |
||||||||||||||||
(1) Three months or less |
HK12 | 120,000 | M.4.a.(1) | |||||||||||||
(2) Over three months through 12 months |
HK13 | 0 | M.4.a.(2) | |||||||||||||
(3) Over one year through three years |
HK14 | 0 | M.4.a.(3) | |||||||||||||
(4) Over three years |
HK15 | 0 | 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) |
K222 | 120,000 | M.4.b. | |||||||||||||
RCON | Yes | No | ||||||||||||||
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? |
P752 | x | M.5. | |||||||||||||
Memorandum items 6 and 7 are to be completed by institutions with $1 billion or more in total assets (5) that answered Yes to Memorandum item 5 above. | ||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||
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): |
||||||||||||||||
a. Total deposits in those noninterest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use |
P753 | NA | M.6.a. | |||||||||||||
b. Total deposits in those interest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use |
P754 | NA | M.6.b. |
1. | Report fixed-rate time deposits by remaining maturity and floating rate time deposits by next repricing date. |
2. | Sum of Memorandum items 3.a.(1) through 3.a.(4) must equal Schedule RC-E, sum of Memorandum items 2.b and 2.c. |
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. |
4. | Sum of Memorandum items 4.a.(1) through 4.a.(4) must equal Schedule RC-E, Memorandum item 2.d. |
5. | The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 35 of 87 RC-19 |
Schedule RC-EContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||
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): |
||||||||||||
a. Money market deposit accounts (MMDAs) of individuals, partnerships, and
corporations |
||||||||||||
(1) Total deposits in those MMDA deposit products intended primarily for individuals for personal, household, or family use |
P756 | NA | M.7.a.(1) | |||||||||
(2) Deposits in all other MMDAs of individuals, partnerships, and corporations |
P757 | NA | 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): |
||||||||||||
(1) Total deposits in those other savings deposit account deposit products intended primarily for individuals for personal, household, or family use |
P758 | NA | M.7.b.(1) | |||||||||
(2) Deposits in all other savings deposit accounts of individuals, partnerships, and corporations |
P759 | NA | M.7.b.(2) |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 36 of 87 RC-20 |
Schedule RC-FOther Assets(1)
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||
1. Accrued interest receivable (2) |
|
B556 | 93,000 | 1. | ||||||||||||
2. Net deferred tax assets (3) |
|
2148 | 420,000 | 2. | ||||||||||||
3. Interest-only strips receivable (not in the form of a security)(4) |
|
HT80 | 0 | 3. | ||||||||||||
4. Equity investments without readily determinable fair values (5) |
|
1752 | 92,000 | 4. | ||||||||||||
5. Life insurance assets: |
|
|||||||||||||||
a. General account life insurance assets |
|
K201 | 0 | 5.a. | ||||||||||||
b. Separate account life insurance assets |
|
K202 | 0 | 5.b. | ||||||||||||
c. Hybrid account life insurance assets |
|
K270 | 0 | 5.c. | ||||||||||||
6. All other assets |
|
2168 | 1,536,000 | 6. | ||||||||||||
a. Prepaid expenses |
2166 | 0 | 6.a. | |||||||||||||
b. Repossessed personal property (including vehicles) |
1578 | 0 | 6.b. | |||||||||||||
c. Derivatives with a positive fair value held for purposes other than trading |
C010 | 406,000 | 6.c. | |||||||||||||
d. FDIC loss-sharing indemnification assets |
J448 | 0 | 6.d. | |||||||||||||
e. Computer software |
FT33 | 0 | 6.e. | |||||||||||||
f. Accounts receivable |
FT34 | 1,012,000 | 6.f. | |||||||||||||
g. Receivables from foreclosed government-guaranteed mortgage loans |
FT35 | 0 | 6.g. | |||||||||||||
h. TEXT 3549 |
3549 | 0 | 6.h. | |||||||||||||
i. TEXT 3550 |
3550 | 0 | 6.i. | |||||||||||||
j. TEXT 3551 |
3551 | 0 | 6.j. | |||||||||||||
7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11) |
2160 | 2,141,000 | 7. |
1. | Institutions that have adopted ASU 2016-13 should report asset amounts in Schedule RC-F net of any applicable allowance for credit losses. |
2. | Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. Exclude accrued interest receivable on interest-bearing assets that is 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-GOther Liabilities
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||
1. a. Interest accrued and unpaid on deposits (1) |
3645 | 39,000 | 1.a. | |||||||||||||||
b. Other expenses accrued and unpaid (includes accrued income taxes payable) |
3646 | 569,000 | 1.b. | |||||||||||||||
2. Net deferred tax liabilities (2) |
3049 | 0 | 2. | |||||||||||||||
3. Allowance for credit losses on off-balance-sheet credit exposures (3) |
B557 | 3,000 | 3. | |||||||||||||||
4. All other liabilities (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item) |
2938 | 1,979,000 | 4. | |||||||||||||||
a. Accounts payable |
3066 | 843,000 | 4.a. | |||||||||||||||
b. Deferred compensation liabilities |
C011 | 0 | 4.b. | |||||||||||||||
c. Dividends declared but not yet payable |
2932 | 0 | 4.c. | |||||||||||||||
d. Derivatives with a negative fair value held for purposes other than trading |
C012 | 0 | 4.d. | |||||||||||||||
e. Operating lease liabilities |
LB56 | 0 | 4.e. | |||||||||||||||
f. TEXT 3552 |
3552 | 0 | 4.f. | |||||||||||||||
g. TEXT 3553 |
3553 | 0 | 4.g. | |||||||||||||||
h. TEXT 3554 |
3554 | 0 | 4.h. | |||||||||||||||
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) |
2930 | 2,590,000 | 5. |
1. | For savings banks, include dividends accrued and unpaid on deposits. |
2. | See discussion of deferred income taxes in Glossary entry on income taxes. |
3. | Institutions that have adopted ASU 2016-13 should report in item 3 the allowance for credit losses on those off-balance sheet credit exposures that fall within the scope of the standard. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 37 of 87 RC-21 |
Schedule RC-KQuarterly Averages(1)
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
Assets |
||||||||||
1. Interest-bearing balances due from depository institutions |
3381 | 16,503,000 | 1. | |||||||
2. U.S. Treasury securities and U.S. Government agency obligations (2) |
B558 | 714,000 | 2. | |||||||
3. Mortgage-backed securities (2) |
B559 | 0 | 3. | |||||||
4. All other debt securities (2) and equity securities with readily determinable fair values not held for trading (3) |
B560 | 5,000 | 4. | |||||||
5. Federal funds sold and securities purchased under agreements to resell |
3365 | 5,918,000 | 5. | |||||||
6. Loans: |
||||||||||
a. Total loans |
3360 | 13,917,000 | 6.a. | |||||||
b. Loans secured by real estate: |
||||||||||
(1) Loans secured by 14 family residential properties |
3465 | 2,193,000 | 6.b.(1) | |||||||
(2) All other loans secured by real estate |
3466 | 3,826,000 | 6.b.(2) | |||||||
c. Commercial and industrial loans |
3387 | 1,508,000 | 6.c. | |||||||
d. Loans to individuals for household, family, and other personal expenditures: |
||||||||||
(1) Credit cards |
B561 | 0 | 6.d.(1) | |||||||
(2) Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans) |
B562 | 273,000 | 6.d.(2) | |||||||
Item 7 is to be completed by (1) banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and (2) all banks meeting the FDICs definition of a large or highly complex institution for deposit insurance assessment purposes. | ||||||||||
7. Trading assets |
3401 | 0 | 7. | |||||||
8. Lease financing receivables (net of unearned income) |
3484 | 23,000 | 8. | |||||||
9. Total assets (4) |
3368 | 39,049,000 | 9. | |||||||
Liabilities | ||||||||||
10. Interest-bearing transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) . |
3485 | 6,879,000 | 10. | |||||||
11. Nontransaction accounts: |
||||||||||
a. Savings deposits (includes MMDAs) |
B563 | 3,638,000 | 11.a. | |||||||
b. Time deposits of $250,000 or less |
HK16 | 0 | 11.b. | |||||||
c. Time deposits of more than $250,000 |
HK17 | 138,000 | 11.c. | |||||||
12. Federal funds purchased and securities sold under agreements to repurchase |
3353 | 0 | 12. | |||||||
13. To be completed by banks with $100 million or more in total assets: (5) Other borrowed money (includes mortgage indebtedness) |
3355 | 165,000 | 13. |
1. | For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). |
2. | Quarterly averages for all debt securities should be based on amortized cost. |
3. | Quarterly averages for equity securities with readily determinable fair values should be based on fair value. 4. The quarterly average for total assets should reflect securities not held for trading as follows: a) Debt securities at amortized cost. b) Equity securities with readily determinable fair values at fair value. c) Equity investments without readily determinable fair values at their balance sheet carrying values (i.e., fair value or, if elected, cost minus impairment, if any, plus or minus changes resulting from observable price changes). |
5. | The $100 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 38 of 87 RC-22 |
Schedule RC-KQuarterly Averages (1)Continued
Memorandum
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||
Memorandum item 1 is to be completed by: (2) |
||||||||||||
banks with $300 million or more in total assets, and |
||||||||||||
banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part 1, item 3) exceeding 5 percent of total loans. |
||||||||||||
1. Loans to finance agricultural production and other loans to farmers |
3386 | 0 | M.1. |
1. | For all items, banks have the option of reporting either (1) an average of DAILY figures for the quarter, or (2) an average of WEEKLY figures (i.e., the Wednesday of each week of the quarter). |
2. | The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 39 of 87 RC-23 |
Schedule RC-LDerivatives 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 |
RCON | Amount | ||||||||||||||||
1. Unused commitments: |
|
|||||||||||||||||
a. Revolving, open-end lines secured by 14 family residential properties, e.g., home equity lines |
|
3814 | 159,000 | 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 (included in item 1.a. above) |
|
HT72 | NA | 1.a.(1) | ||||||||||||||
b. Credit card lines |
|
3815 | 0 | 1.b. | ||||||||||||||
Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only by banks with either $300 million or more in total assets or $300 million or more in credit card lines (1) (sum of items 1.b.(1) and 1.b.(2) must equal item 1.b). |
|
|||||||||||||||||
(1) Unused consumer credit card lines |
|
J455 | 0 | 1.b.(1) | ||||||||||||||
(2) Other unused credit card lines |
|
J456 | 0 | 1.b.(2) | ||||||||||||||
c. Commitments to fund commercial real estate, construction, and land development loans: |
|
|||||||||||||||||
(1) Secured by real estate: |
|
|||||||||||||||||
(a) 14 family residential construction loan commitments |
|
F164 | 0 | 1.c.(1)(a) | ||||||||||||||
(b) Commercial real estate, other construction loan, and land development loan commitments |
|
F165 | 329,000 | 1.c.(1)(b) | ||||||||||||||
(2) NOT secured by real estate |
|
6550 | 0 | 1.c.(2) | ||||||||||||||
d. Securities underwriting |
|
3817 | 0 | 1.d. | ||||||||||||||
e. Other unused commitments: |
|
|||||||||||||||||
(1) Commercial and industrial loans |
|
J457 | 359,000 | 1.e.(1) | ||||||||||||||
(2) Loans to financial institutions |
|
J458 | 258,000 | 1.e.(2) | ||||||||||||||
(3) All other unused commitments |
|
J459 | 7,403,000 | 1.e.(3) | ||||||||||||||
2. Financial standby letters of credit |
|
3819 | 268,000 | 2. | ||||||||||||||
Item 2.a is to be completed by banks with $1 billion or more in total assets. (1) |
|
|||||||||||||||||
a. Amount of financial standby letters of credit conveyed to others |
3820 | 0 | 2.a. | |||||||||||||||
3. Performance standby letters of credit |
3821 | 55,000 | 3. | |||||||||||||||
Item 3.a is to be completed by banks with $1 billion or more in total assets. (1) |
||||||||||||||||||
a. Amount of performance standby letters of credit conveyed to others |
3822 | 0 | 3.a. | |||||||||||||||
4. Commercial and similar letters of credit |
3411 | 0 | 4. | |||||||||||||||
5. Not applicable |
||||||||||||||||||
6. Securities lent and borrowed: |
||||||||||||||||||
a. Securities lent (including customers securities lent where the customer is indemnified against loss by the reporting bank) |
|
3433 | 0 | 6.a. | ||||||||||||||
b. Securities borrowed |
3432 | 0 | 6.b. |
(Column A) Sold Protection |
(Column B) Purchased Protection |
|||||||||||||||||||||||
7. Credit derivatives: | RCON | Amount | RCON | Amount | ||||||||||||||||||||
a. Notional amounts: |
||||||||||||||||||||||||
(1) Credit default swaps |
C968 | 0 | C969 | 0 | 7.a.(1) | |||||||||||||||||||
(2) Total return swaps |
C970 | 0 | C971 | 0 | 7.a.(2) | |||||||||||||||||||
(3) Credit options |
C972 | 0 | C973 | 0 | 7.a.(3) | |||||||||||||||||||
(4) Other credit derivatives |
C974 | 0 | C975 | 0 | 7.a.(4) |
1. | The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 40 of 87 RC-24 |
Schedule RC-LContinued
(Column A) Sold Protection |
(Column B) Purchased Protection |
|||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||||||||||
7. b. Gross fair values: |
||||||||||||||||||||||||||
(1) Gross positive fair value |
C219 | 0 | C221 | 0 | 7.b.(1) | |||||||||||||||||||||
(2) Gross negative fair value |
C220 | 0 | C222 | 0 | 7.b.(2) | |||||||||||||||||||||
RCON | Amount | |||||||||||||||||||||||||
7. c. Notional amounts by regulatory capital treatment: (1) |
||||||||||||||||||||||||||
(1) Positions covered under the Market Risk Rule: |
||||||||||||||||||||||||||
(a) Sold protection |
G401 | 0 | 7.c.(1)(a) | |||||||||||||||||||||||
(b) Purchased protection |
G402 | 0 | 7.c.(1)(b) | |||||||||||||||||||||||
(2) All other positions: |
||||||||||||||||||||||||||
(a) Sold protection |
G403 | 0 | 7.c.(2)(a) | |||||||||||||||||||||||
(b) Purchased protection that is recognized as a guarantee for regulatory capital purposes |
G404 | 0 | 7.c.(2)(b) | |||||||||||||||||||||||
(c) Purchased protection that is not recognized as a guarantee for regulatory capital purposes |
G405 | 0 | 7.c.(2)(c) | |||||||||||||||||||||||
Remaining Maturity of: | ||||||||||||||||||||||||||
(Column A) | (Column B) | (Column C) | ||||||||||||||||||||||||
One Year or Less | Over One Year Through Five Years |
Over Five Years | ||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
7. d. Notional amounts by remaining maturity: |
||||||||||||||||||||||||||
(1) Sold credit protection: (2) |
||||||||||||||||||||||||||
(a) Investment grade |
G406 | 0 | G407 | 0 | G408 | 0 | 7.d.(1)(a) | |||||||||||||||||||
(b) Subinvestment grade |
G409 | 0 | G410 | 0 | G411 | 0 | 7.d.(1)(b) | |||||||||||||||||||
(2) Purchased credit protection: (3) |
||||||||||||||||||||||||||
(a) Investment grade |
G412 | 0 | G413 | 0 | G414 | 0 | 7.d.(2)(a) | |||||||||||||||||||
(b) Subinvestment grade |
G415 | 0 | G416 | 0 | G417 | 0 | 7.d.(2)(b) | |||||||||||||||||||
RCON | Amount | |||||||||||||||||||||||||
8. Not applicable |
||||||||||||||||||||||||||
9. All other off-balance-sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25 percent of Schedule RC, item 27.a, Total bank equity capital) |
3430 | 0 | 9. | |||||||||||||||||||||||
a. Not applicable |
||||||||||||||||||||||||||
b. Commitments to purchase when-issued securities |
3434 | 0 | 9.b. | |||||||||||||||||||||||
c. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the banks behalf |
C978 | 0 | 9.c. | |||||||||||||||||||||||
TEXT d. 3555 |
3555 | 0 | 9.d. | |||||||||||||||||||||||
TEXT e. 3556 |
3556 | 0 | 9.e. | |||||||||||||||||||||||
TEXT f. 3557 |
3557 | 0 | 9.f. | |||||||||||||||||||||||
10. All other off-balance-sheet assets (exclude derivatives) (itemize and describe each component of this item over 25 percent of Schedule RC, item 27.a, Total bank equity capital): |
5591 | 0 | 10. | |||||||||||||||||||||||
a. Commitments to sell when-issued securities |
3435 | 0 | 10.a. | |||||||||||||||||||||||
TEXT b. 5592 |
5592 | 0 | 10.b. | |||||||||||||||||||||||
TEXT c. 5593 |
5593 | 0 | 10.c. | |||||||||||||||||||||||
TEXT d. 5594 |
5594 | 0 | 10.d. | |||||||||||||||||||||||
TEXT e. 5595 |
5595 | 0 | 10.e. |
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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 41 of 87 RC-25 |
Schedule RC-LContinued
Dollar Amounts in Thousands | RCON | Amount | ||||||||||||||||||||
Items 11.a and 11.b are to be completed semiannually in the June and December reports only. | ||||||||||||||||||||||
11. | Year-to-date merchant credit card sales volume: |
|
||||||||||||||||||||
a. Sales for which the reporting bank is the acquiring bank |
|
C223 | 0 | 11.a. | ||||||||||||||||||
b. Sales for which the reporting bank is the agent bank with risk |
|
C224 | 0 | 11.b. | ||||||||||||||||||
(Column A) | (Column B) | (Column C) | (Column D) | |||||||||||||||||||
Interest Rate Contracts |
Foreign Exchange Contracts |
Equity Derivative Contracts |
Commodity and Other Contracts |
|||||||||||||||||||
Dollar Amounts in Thousands | Amount | Amount | Amount | Amount | ||||||||||||||||||
Derivatives Position Indicators |
||||||||||||||||||||||
12. | Gross amounts (e.g., notional amounts) (for each column, sum of items 12.a through 12.e must equal sum of items 13 and 14): | RCON 8693 | RCON 8694 | RCON 8695 | RCON 8696 | |||||||||||||||||
a. Futures contracts |
0 | 0 | 0 | 0 | 12.a. | |||||||||||||||||
RCON 8697 | RCON 8698 | RCON 8699 | RCON 8700 | |||||||||||||||||||
b. Forward contracts |
0 | 0 | 0 | 0 | 12.b. | |||||||||||||||||
c. Exchange-traded option contracts: |
RCON 8701 | RCON 8702 | RCON 8703 | RCON 8704 | ||||||||||||||||||
(1) Written options |
0 | 0 | 0 | 0 | 12.c.(1) | |||||||||||||||||
RCON 8705 | RCON 8706 | RCON 8707 | RCON 8708 | |||||||||||||||||||
(2) Purchased options |
1,432,000 | 0 | 0 | 0 | 12.c.(2) | |||||||||||||||||
d. Over-the-counter option contracts: |
RCON 8709 | RCON 8710 | RCON 8711 | RCON8712 | ||||||||||||||||||
(1) Written options |
0 | 0 | 0 | 0 | 12.d.(1) | |||||||||||||||||
RCON 8713 | RCON 8714 | RCON 8715 | RCON 8716 | |||||||||||||||||||
(2) Purchased options |
0 | 0 | 0 | 0 | 12.d.(2) | |||||||||||||||||
e. Swaps |
RCON 3450 | RCON 3826 | RCON 8719 | RCON 8720 | ||||||||||||||||||
18,341,000 | 0 | 0 | 0 | 12.e. | ||||||||||||||||||
13. | Total gross notional amount of derivative contracts held for trading | RCON A126 | RCON A127 | RCON 8723 | RCON 8724 | |||||||||||||||||
0 | 0 | 0 | 0 | 13. | ||||||||||||||||||
14. | Total gross notional amount of derivative contracts held for purposes other than trading | RCON 8725 | RCON 8726 | RCON 8727 | RCON 8728 | |||||||||||||||||
19,773,000 | 0 | 0 | 0 | 14. | ||||||||||||||||||
a. Interest rate swaps where the bank has agreed to pay a fixed rate |
RCON A589 | |||||||||||||||||||||
0 | 14.a. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 42 of 87 RC-26 |
Schedule RC-LContinued
(Column A) Interest Rate Contracts |
(Column B) Foreign Exchange Contracts |
(Column C) Equity Derivative Contracts |
(Column D) Commodity and Other Contracts |
|||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | ||||||||||||||
Derivatives Position Indicators |
||||||||||||||||||
15. Gross fair values of derivative contracts: |
||||||||||||||||||
a. Contracts held for trading: |
||||||||||||||||||
(1) Gross positive fair value |
RCON 8733 | RCON 8734 | RCON 8735 | RCON 8736 | ||||||||||||||
0 | 0 | 0 | 0 | 15.a.(1) | ||||||||||||||
(2) Gross negative fair value |
RCON 8737 | RCON 8738 | RCON 8739 | RCON 8740 | ||||||||||||||
0 | 0 | 0 | 0 | 15.a.(2) | ||||||||||||||
b. Contracts held for purposes other than trading: |
||||||||||||||||||
(1) Gross positive fair value |
RCON 8741 | RCON 8742 | RCON 8743 | RCON 8744 | ||||||||||||||
410,000 | 0 | 0 | 0 | 15.b.(1) | ||||||||||||||
(2) Gross negative fair value |
RCON 8745 | RCON 8746 | RCON 8747 | RCON 8748 | ||||||||||||||
495,000 | 0 | 0 | 0 | 15.b.(2) |
(Column A) Banks and Securities Firms |
(Columns B-D) Not applicable |
(Column E) Corporations and All Other Counterparties |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
Item 16 is to be completed only by banks with total assets of $10 billion or more. (1) | ||||||||||||||||||||||||||
16. Over-the-counter derivatives: |
||||||||||||||||||||||||||
a. Net current credit exposure |
G418 | 10,000 | G422 | 393,000 | 16.a. | |||||||||||||||||||||
b. Fair value of collateral: |
||||||||||||||||||||||||||
(1) CashU.S. dollar |
G423 | 11,000 | G427 | 0 | 16.b.(1) | |||||||||||||||||||||
(2) CashOther currencies |
G428 | 0 | G432 | 0 | 16.b.(2) | |||||||||||||||||||||
(3) U.S. Treasury securities |
G433 | 0 | G437 | 0 | 16.b.(3) | |||||||||||||||||||||
(4) through (6) Not Applicable |
||||||||||||||||||||||||||
(7) All other collateral |
G453 | 0 | G457 | 0 | 16.b.(7) | |||||||||||||||||||||
(8) Total fair value of collateral |
||||||||||||||||||||||||||
(sum of items 16.b.(1) through (7)) |
G458 | 11,000 | G462 | 0 | 16.b.(8) |
1. | The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 43 of 87 RC-27 |
Schedule RC-MMemoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: |
||||||||||
a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests |
6164 | 1,000 | 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 Number percent of total capital as defined for this purpose in agency regulations |
6165 | 2 | 1.b. | |||||||
2. Intangible assets: |
||||||||||
a. Mortgage servicing assets |
3164 | 0 | 2.a. | |||||||
(1) Estimated fair value of mortgage servicing assets |
A590 | 0 | 2.a.(1) | |||||||
b. Goodwill |
3163 | 0 | 2.b. | |||||||
c. All other intangible assets |
JF76 | 4,000 | 2.c. | |||||||
d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10) |
2143 | 4,000 | 2.d. | |||||||
3. Other real estate owned: |
||||||||||
a. Construction, land development, and other land |
5508 | 0 | 3.a. | |||||||
b. Farmland |
5509 | 0 | 3.b. | |||||||
c. 14 family residential properties |
5510 | 0 | 3.c. | |||||||
d. Multifamily (5 or more) residential properties |
5511 | 0 | 3.d. | |||||||
e. Nonfarm nonresidential properties |
5512 | 0 | 3.e. | |||||||
f. Total (sum of items 3.a through 3.e) (must equal Schedule RC, item 7) |
2150 | 0 | 3.f. | |||||||
4. Cost of equity securities with readily determinable fair values not held for trading (the fair value of which is reported in Schedule RC, item 2.c) (1) |
JA29 | 2,000 | 4. | |||||||
5. Other borrowed money: |
||||||||||
a. Federal Home Loan Bank advances: |
||||||||||
(1) Advances with a remaining maturity or next repricing date of: (2) |
||||||||||
(a) One year or less |
F055 | 0 | 5.a.(1)(a) | |||||||
(b) Over one year through three years |
F056 | 0 | 5.a.(1)(b) | |||||||
(c) Over three years through five years |
F057 | 0 | 5.a.(1)(c) | |||||||
(d) Over five years |
F058 | 0 | 5.a.(1)(d) | |||||||
(2) Advances with a REMAINING MATURITY of one year or less (included in item 5.a.(1)(a) above) (3) |
2651 | 0 | 5.a.(2) | |||||||
(3) Structured advances (included in items 5.a.(1)(a)(d) above) |
F059 | 0 | 5.a.(3) | |||||||
b. Other borrowings: |
||||||||||
(1) Other borrowings with a remaining maturity or next repricing date of: (4) |
||||||||||
(a) One year or less |
F060 | 217,000 | 5.b.(1)(a) | |||||||
(b) Over one year through three years |
F061 | 0 | 5.b.(1)(b) | |||||||
(c) Over three years through five years |
F062 | 0 | 5.b.(1)(c) | |||||||
(d) Over five years |
F063 | 0 | 5.b.(1)(d) | |||||||
(2) Other borrowings with a REMAINING MATURITY of one year or less (included in item 5.b.(1)(a) above) (5) |
B571 | 217,000 | 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) |
3190 | 217,000 | 5.c. |
1. | Item 4 is to be completed only by insured state banks that have been approved by the FDIC to hold grandfathered equity investments. See instructions for this item and the Glossary entry for Securities Activities for further detail on accounting for investments in equity securities. |
2. | Report fixed-rate advances by remaining maturity and floating-rate advances by next repricing date. |
3. | 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. |
4. | Report fixed-rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date. |
5. | 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 44 of 87 RC-28 |
Schedule RC-MContinued
Dollar Amounts in Thousands |
RCON | Yes | No | |||||||||||||
6. Does the reporting bank sell private label or third-party mutual funds and annuities? |
B569 | x | 6. | |||||||||||||
RCON | Amount | |||||||||||||||
7. Assets under the reporting banks management in proprietary mutual funds and annuities |
B570 | 0 | 7. | |||||||||||||
8. Internet website addresses and physical office trade names: |
a. |
Uniform Resource Locator (URL) of the reporting institutions primary Internet website (home page), if any (Example: www.examplebank.com): | |||||||||
TEXT 4087 |
http:// | http://www.db.com |
8.a. | |||||||
b. |
URLs of all other public-facing Internet websites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz): (1) | |||||||||
(1) | TE01 N528 |
http:// |
|
8.b.(1) | ||||||
(2) | TE02 N528 |
http:// |
|
8.b.(2) | ||||||
(3) | TE03 N528 |
http:// |
|
8.b.(3) | ||||||
(4) | TE04 N528 |
http:// |
|
8.b.(4) | ||||||
(5) | TE05 N528 |
http:// |
|
8.b.(5) | ||||||
(6) | TE06 N528 |
http:// |
|
8.b.(6) | ||||||
(7) | TE07 N528 |
http:// |
|
8.b.(7) | ||||||
(8) | TE08 N528 |
http:// |
|
8.b.(8) | ||||||
(9) | TE09 N528 |
http:// |
|
8.b.(9) | ||||||
(10) | TE10 N528 |
http:// |
|
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: | |||||||||
(1) | TE01 N529 |
|
8.c.(1) | |||||||
(2) | TE02 N529 |
|
8.c.(2) | |||||||
(3) | TE03 N529 |
|
8.c.(3) | |||||||
(4) | TE04 N529 |
|
8.c.(4) | |||||||
(5) | TE05 N529 |
|
8.c.(5) | |||||||
(6) | TE06 N529 |
|
8.c.(6) |
Item 9 is to be completed annually in the December report only. |
|
|||||||||||||||||
RCON | Yes | No | ||||||||||||||||
9. Do any of the banks Internet websites have transactional capability, i.e., allow the banks customers to execute transactions on their accounts through the website? |
4088 | 9. | ||||||||||||||||
10. Secured liabilities: |
||||||||||||||||||
RCON | Amount | |||||||||||||||||
a. Amount of Federal funds purchased that are secured (included in Schedule RC, item 14.a) |
F064 | 0 | 10.a. | |||||||||||||||
b. Amount of Other borrowings that are secured (included in Schedule RC-M, items 5.b.(1)(a)(d)) |
F065 | 0 | 10.b. | |||||||||||||||
RCON | Yes | No | ||||||||||||||||
11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other similar accounts? |
G463 | x | 11. | |||||||||||||||
12. Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities? |
G464 | x | 12. |
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). |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 45 of 87 RC-29 |
Schedule RC-MContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||
13. Assets covered by loss-sharing agreements with the FDIC: |
||||||||||||||||||||
a. Loans and leases (included in Schedule RC, items 4.a and 4.b): |
||||||||||||||||||||
(1) Loans secured by real estate: |
||||||||||||||||||||
(a) Construction, land development, and other land loans: |
||||||||||||||||||||
(1) 14 family residential construction loans |
K169 | 0 | 13.a. | (1)(a)(1) | ||||||||||||||||
(2) Other construction loans and all land development and other land loans |
K170 | 0 | 13.a. | (1)(a)(2) | ||||||||||||||||
(b) Secured by farmland |
K171 | 0 | 13.a. | (1)(b) | ||||||||||||||||
(c) Secured by 14 family residential properties: |
||||||||||||||||||||
(1) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit |
K172 | 0 | 13.a. | (1)(c)(1) | ||||||||||||||||
(2) Closed-end loans secured by 14 family residential properties: |
||||||||||||||||||||
(a) Secured by first liens |
K173 | 0 | 13.a. | (1)(c)(2)(a) | ||||||||||||||||
(b) Secured by junior liens |
K174 | 0 | 13.a. | (1)(c)(2)(b) | ||||||||||||||||
(d) Secured by multifamily (5 or more) residential properties |
K175 | 0 | 13.a. | (1)(d) | ||||||||||||||||
(e) Secured by nonfarm nonresidential properties: |
||||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
K176 | 0 | 13.a. | (1)(e)(1) | ||||||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
K177 | 0 | 13.a. | (1)(e)(2) | ||||||||||||||||
(2) through (4) Not applicable |
||||||||||||||||||||
(5) All other loans and all leases |
K183 | 0 | 13.a. | (5) | ||||||||||||||||
b. Other real estate owned (included in Schedule RC, item 7): |
||||||||||||||||||||
(1) Construction, land development, and other land |
K187 | 0 | 13.b. | (1) | ||||||||||||||||
(2) Farmland |
K188 | 0 | 13.b. | (2) | ||||||||||||||||
(3) 14 family residential properties |
K189 | 0 | 13.b. | (3) | ||||||||||||||||
(4) Multifamily (5 or more) residential properties |
K190 | 0 | 13.b. | (4) | ||||||||||||||||
(5) Nonfarm nonresidential properties |
K191 | 0 | 13.b. | (5) | ||||||||||||||||
(6) Not applicable |
||||||||||||||||||||
(7) Portion of covered other real estate owned included in items 13.b.(1) through (5) above that is protected by FDIC loss-sharing agreements |
K192 | 0 | 13.b. | (7) | ||||||||||||||||
c. Debt securities (included in Schedule RC, items 2.a and 2.b) |
J461 | 0 | 13.c. | |||||||||||||||||
d. Other assets (exclude FDIC loss-sharing indemnification assets) |
J462 | 0 | 13.d. | |||||||||||||||||
Items14.a and 14.b are to be completed annually in the December report only. |
||||||||||||||||||||
14. Captive insurance and reinsurance subsidiaries: |
||||||||||||||||||||
a. Total assets of captive insurance subsidiaries (1) |
K193 | NA | 14.a. | |||||||||||||||||
b. Total assets of captive reinsurance subsidiaries (1) |
K194 | NA | 14.b. | |||||||||||||||||
Item 15is 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: |
||||||||||||||||||||
RCON | Number | |||||||||||||||||||
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) |
L133 | NA | 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? |
Yes | No | ||||||||||||||||||
L135 | 15.b. |
1. | Report total assets before eliminating intercompany transactions between the consolidated insurance or reinsurance subsidiary and other offices or consolidated subsidiaries of the reporting bank. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 46 of 87 RC-30 |
Schedule RC-MContinued
Dollar Amounts in Thousands |
RCON | Number | ||||||||||
Item 16.a and, if appropriate, items 16.b.(1) through 16.b.(3) are to be completed annually in the December report only. | ||||||||||||
16. International remittance transfers offered to consumers: (1) |
||||||||||||
a. Estimated number of international remittance transfers provided by your institution during the calendar year ending on the report date |
N523 | NA | 16.a. | |||||||||
Items 16.b.(1) through 16.b.(3) are to be completed by institutions that reported 501 or more international remittance transfers in item 16.a in either or both of the current report or the most recent prior report in which item 16.a was required to be completed. | ||||||||||||
b. Estimated dollar value of remittance transfers provided by your institution and usage of regulatory exceptions during the calendar year ending on the report date: |
||||||||||||
Amount | ||||||||||||
(1) Estimated dollar value of international remittance transfers |
N524 | NA | 16.b. | (1) | ||||||||
Number | ||||||||||||
(2) Estimated number of international remittance transfers for which your institution applied the permanent exchange rate exception |
MM07 | NA | 16.b. | (2) | ||||||||
(3) Estimated number of international remittance transfers for which your institution applied the permanent covered third-party fee exception |
MQ52 | NA | 16.b. | (3) | ||||||||
17. U.S. Small Business Administration Paycheck Protection Program (PPP) loans (2) and the Federal Reserve PPP Liquidity Facility (PPPLF): |
||||||||||||
a. Number of PPP loans outstanding |
LG26 | 0 | 17.a. | |||||||||
Amount | ||||||||||||
b. Outstanding balance of PPP loans |
LG27 | 0 | 17.b. | |||||||||
c. Outstanding balance of PPP loans pledged to the PPPLF |
LG28 | 0 | 17.c. | |||||||||
d. Outstanding balance of borrowings from Federal Reserve Banks under the PPPLF with a remaining maturity of: |
||||||||||||
(1) One year or less |
LL59 | 0 | 17.d. | (1) | ||||||||
(2) More than one year |
LL60 | 0 | 17.d. | (2) | ||||||||
e. Quarterly average amount of PPP loans pledged to the PPPLF and excluded from Total assets for the leverage ratio reported in Schedule RC-R, Part I, item 30 |
LL57 | 0 | 17.e. | |||||||||
18. Money Market Mutual Fund Liquidity Facility (MMLF): |
||||||||||||
a. Outstanding balance of assets purchased under the MMLF |
LL61 | 0 | 18.a. | |||||||||
b. Quarterly average amount of assets purchased under the MMLF and excluded from Total assets for the leverage ratio reported in Schedule RC-R, Part I, item 30 |
LL58 | 0 | 18.b. |
1. | Report information about international electronic transfers of funds offered to consumers in the United States that: |
(a) | are remittance transfers as defined by subpart B of Regulation E (12 CFR § 1005.30(e)), or |
(b) | would qualify as remittance transfers under subpart B of Regulation E (12 CFR § 1005.30(e)) but are excluded from that definition only because the provider is not providing those transfers in the normal course of its business. See 12 CFR § 1005.30(f). |
For purposes of this item 16, such transfers are referred to as international remittance transfers.
Exclude transfers sent by your institution as a correspondent bank for other providers. Report information only about transfers for which the reporting institution is the provider.
2. | Paycheck Protection Program (PPP) covered loans as defined in sections 7(a)(36) and 7(a)(37) of the Small Business Act (15 U.S.C. 636(a) (36) and (37)). |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 47 of 87 RC-31 |
Schedule RC-NPast Due and Nonaccrual Loans, Leases, and Other Assets
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
1. Loans secured by real estate: |
||||||||||||||||||||||||||||
a. Construction, land development, and other land loans: |
||||||||||||||||||||||||||||
(1) 14 family residential construction loans |
F172 | 0 | F174 | 0 | F176 | 0 | 1.a.(1) | |||||||||||||||||||||
(2) Other construction loans and all land development and other land loans |
F173 | 0 | F175 | 0 | F177 | 0 | 1.a.(2) | |||||||||||||||||||||
b. Secured by farmland |
3493 | 0 | 3494 | 0 | 3495 | 0 | 1.b. | |||||||||||||||||||||
c. Secured by 1 4 family residential properties: |
||||||||||||||||||||||||||||
(1) Revolving, open-end loans secured by 1 4 family residential properties and extended under lines of credit |
5398 | 6,000 | 5399 | 0 | 5400 | 3,000 | 1.c.(1) | |||||||||||||||||||||
(2) Closed-end loans secured by 1-4 family residential properties: |
||||||||||||||||||||||||||||
(a) Secured by first liens |
C236 | 0 | C237 | 8,000 | C229 | 34,000 | 1.c.(2)(a) | |||||||||||||||||||||
(b) Secured by junior liens |
C238 | 0 | C239 | 0 | C230 | 0 | 1.c.(2)(b) | |||||||||||||||||||||
d. Secured by multifamily (5 or more) residential properties |
3499 | 0 | 3500 | 0 | 3501 | 0 | 1.d. | |||||||||||||||||||||
e. Secured by nonfarm nonresidential properties: |
||||||||||||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
F178 | 0 | F180 | 0 | F182 | 0 | 1.e.(1) | |||||||||||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
F179 | 0 | F181 | 0 | F183 | 0 | 1.e.(2) | |||||||||||||||||||||
2. Loans to depository institutions and acceptances of other banks |
B834 | 0 | B835 | 0 | B836 | 0 | 2. | |||||||||||||||||||||
3. Not applicable |
||||||||||||||||||||||||||||
4. Commercial and industrial loans |
1606 | 0 | 1607 | 0 | 1608 | 0 | 4. | |||||||||||||||||||||
5. Loans to individuals for household, family, and other personal expenditures: |
||||||||||||||||||||||||||||
a. Credit cards |
B575 | 0 | B576 | 0 | B577 | 0 | 5.a. | |||||||||||||||||||||
b. Automobile loans |
K213 | 0 | K214 | 0 | K215 | 0 | 5.b. | |||||||||||||||||||||
c. Other (includes revolving credit plans other than credit cards and other consumer loans) |
K216 | 0 | K217 | 0 | K218 | 0 | 5.c. | |||||||||||||||||||||
6. Not applicable |
||||||||||||||||||||||||||||
7. All other loans (1) |
5459 | 0 | 5460 | 0 | 5461 | 1,000 | 7. | |||||||||||||||||||||
8. Lease financing receivables |
1226 | 0 | 1227 | 0 | 1228 | 0 | 8. | |||||||||||||||||||||
9. Total loans and leases (sum of items 1 through 8) |
1406 | 6,000 | 1407 | 8,000 | 1403 | 38,000 | 9. | |||||||||||||||||||||
10. Debt securities and other assets (exclude other real estate owned and other repossessed assets) |
3505 | 0 | 3506 | 0 | 3507 | 010. |
1. | Includes past due and nonaccrual Loans to finance agricultural productions and other loans to farmers, Obligations (other than securities and leases) of states and political subdivisions in the U.S., and Loans to nondepository financial institutions and other loans. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 48 of 87 RC-32 |
Schedule RC-NContinued
Amounts reported by loan and lease category in Schedule RC-N, items 1 through 8, include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in items 11 and 12 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8.
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
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 |
K036 | 0 | K037 | 0 | K038 | 0 | 11. | |||||||||||||||||||
a. Guaranteed portion of loans and leases included in item 11 above, excluding rebooked GNMA loans |
K039 | 0 | K040 | 0 | K041 | 0 | 11.a. | |||||||||||||||||||
b. Rebooked GNMA loans that have been repurchased or are eligible for repurchase included in item 11 above |
K042 | 0 | K043 | 0 | K044 | 0 | 11.b. | |||||||||||||||||||
12. Loans and leases reported in items 1 through 8 above that are covered by loss-sharing agreements with the FDIC: |
||||||||||||||||||||||||||
a. Loans secured by real estate: |
||||||||||||||||||||||||||
(1) Construction, land development, and other land loans: |
||||||||||||||||||||||||||
(a) 14 family residential construction loans |
K045 | 0 | K046 | 0 | K047 | 0 | 12.a.(1)(a) | |||||||||||||||||||
(b) Other construction loans and all land development and other land loans |
K048 | 0 | K049 | 0 | K050 | 0 | 12.a.(1)(b) | |||||||||||||||||||
(2) Secured by farmland |
K051 | 0 | K052 | 0 | K053 | 0 | 12.a.(2) | |||||||||||||||||||
(3) Secured by 14 family residential properties: |
||||||||||||||||||||||||||
(a) Revolving, open-end loans secured by 14 family residential properties and extended under lines of credit |
K054 | 0 | K055 | 0 | K056 | 0 | 12.a.(3)(a) | |||||||||||||||||||
(b) Closed-end loans secured by 14 family residential properties: |
||||||||||||||||||||||||||
(1) Secured by first liens |
K057 | 0 | K058 | 0 | K059 | 0 | 12.a.(3)(b)(1) | |||||||||||||||||||
(2) Secured by junior liens |
K060 | 0 | K061 | 0 | K062 | 0 | 12.a.(3)(b)(2) | |||||||||||||||||||
(4) Secured by multifamily (5 or more) residential properties |
K063 | 0 | K064 | 0 | K065 | 0 | 12.a.(4) | |||||||||||||||||||
(5) Secured by nonfarm nonresidential properties: |
||||||||||||||||||||||||||
(a) Loans secured by owner-occupied nonfarm nonresidential properties |
K066 | 0 | K067 | 0 | K068 | 0 | 12.a.(5)(a) | |||||||||||||||||||
(b) Loans secured by other nonfarm nonresidential properties |
K069 | 0 | K070 | 0 | K071 | 0 | 12.a.(5)(b) | |||||||||||||||||||
b. through d. Not applicable |
||||||||||||||||||||||||||
e. All other loans and all leases |
K087 | 0 | K088 | 0 | K089 | 0 | 12.e. | |||||||||||||||||||
f. Portion of covered loans and leases included in items 12.a through 12.e above that is protected by FDIC loss-sharing agreements |
K102 | 0 | K103 | 0 | K104 | 0 | 12.f. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 49 of 87 RC-33 |
Schedule RC-NContinued
Memoranda
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
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 I, Memorandum item 1): |
||||||||||||||||||||||||||
a. Construction, land development, and other land loans: |
||||||||||||||||||||||||||
(1) 14 family residential construction loans |
K105 | 0 | K106 | 0 | K107 | 0 | M.1.a.(1) | |||||||||||||||||||
(2) Other construction loans and all land development and other land loans |
K108 | 0 | K109 | 0 | K110 | 0 | M.1.a.(2) | |||||||||||||||||||
b. Loans secured by 14 family residential properties |
F661 | 0 | F662 | 0 | F663 | 0 | M.1.b. | |||||||||||||||||||
c. Secured by multifamily (5 or more) residential properties |
K111 | 0 | K112 | 0 | K113 | 0 | M.1.c. | |||||||||||||||||||
d. Secured by nonfarm nonresidential properties: |
||||||||||||||||||||||||||
(1) Loans secured by owner-occupied nonfarm nonresidential properties |
K114 | 0 | K115 | 0 | K116 | 0 | M.1.d.(1) | |||||||||||||||||||
(2) Loans secured by other nonfarm nonresidential properties |
K117 | 0 | K118 | 0 | K119 | 0 | M.1.d.(2) | |||||||||||||||||||
e. Commercial and industrial loans |
K257 | 0 | K258 | 0 | K259 | 0 | M.1.e. | |||||||||||||||||||
Memorandum items 1.e. (1) and (2) are to be completed by banks with $300 million or more in total assets (sum of Memorandum items 1.e.(1) and (2) must equal Memorandum item 1.e): (1) |
||||||||||||||||||||||||||
(1) To U.S. addressees (domicile) |
K120 | 0 | K121 | 0 | K122 | 0 | M.1.e.(1) | |||||||||||||||||||
(2) To non-U.S. addressees (domicile) |
K123 | 0 | K124 | 0 | K125 | 0 | M.1.e.(2) | |||||||||||||||||||
f. All other loans ( include loans to individuals for household, family, and other personal expenditures) |
K126 | 0 | K127 | 0 | K128 | 0 | 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 past due 30 days or more or in nonaccrual status (sum of Memorandum items 1.a through 1.e plus 1.f,columns A through C): |
||||||||||||||||||||||||||
(1) Loans secured by farmland |
K130 | 0 | K131 | 0 | K132 | 0 | M.1.f.(1) | |||||||||||||||||||
(2) and (3) Not applicable |
1. | The $300 million asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 50 of 87 RC-34 |
Schedule RC-NContinued
MemorandaContinued
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
1. f. (4) Loans to individuals for household, family, and other personal expenditures: |
||||||||||||||||||||||||||
(a) Credit cards |
K274 | 0 | K275 | 0 | K276 | 0 | M.1.f.(4)(a) | |||||||||||||||||||
(b) Automobile loans |
K277 | 0 | K278 | 0 | K279 | 0 | M.1.f.(4)(b) | |||||||||||||||||||
(c) Other (includes revolving credit plans other than credit cards and other consumer loans) |
K280 | 0 | K281 | 0 | K282 | 0 | M.1.f.(4)(c) | |||||||||||||||||||
Memorandum item 1.f.(5) is to be completed by: (1) |
||||||||||||||||||||||||||
Banks with $300 million or more in total assets |
||||||||||||||||||||||||||
Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans |
||||||||||||||||||||||||||
(5) Loans to finance agricultural production and other loans to farmers included in Schedule RC-N, Memorandum item 1.f, above |
K138 | 0 | K139 | 0 | K140 | 0 | M.1.f.(5) | |||||||||||||||||||
1. g. Total loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (sum of Memorandum items 1.a(1) through 1.e plus 1.f) (2) HK26 |
0 | HK27 | 0 | HK28 | 0 | M.1.g. | ||||||||||||||||||||
2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above |
6558 | 0 | 6559 | 0 | 6560 | 0 | M.2. | |||||||||||||||||||
3. Memorandum items 3.a through 3.d are to be completed by banks with $300 million or more in total assets: (1) |
||||||||||||||||||||||||||
a. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above) |
1248 | 0 | 1249 | 0 | 1250 | 5,000 | M.3.a. | |||||||||||||||||||
b. Loans to and acceptances of foreign banks (included in Schedule RC-N, item 2, above) |
5380 | 0 | 5381 | 0 | 5382 | 0 | M.3.b. | |||||||||||||||||||
c. Commercial and industrial loans to non- U.S. addressees (domicile) included in Schedule RC-N, item 4, above |
1254 | 0 | 1255 | 0 | 1256 | 0 | M.3.c. |
1. | The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
2. | Exclude amounts reported in Memorandum items 1.e.(1), 1.e.(2), and 1.f.(1) through 1.f.(5) when calculating the total in Memorandum item 1.g. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 51 of 87 RC-35 |
Schedule RC-NContinued
MemorandaContinued
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
3. d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RC-N, item 8, above) |
F166 | 0 | F167 | 0 | F168 | 0 | M.3.d. | |||||||||||||||||||||
Memorandum item 4 is to be completed by: (1) | ||||||||||||||||||||||||||||
banks with $300 million or more in total assets |
||||||||||||||||||||||||||||
banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans: |
||||||||||||||||||||||||||||
4. Loans to finance agricultural production and other loans to farmers (included in Schedule RC-N, item 7, above) |
1594 | 0 | 1597 | 0 | 1583 | 0 | M.4. | |||||||||||||||||||||
5. Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above) |
C240 | 0 | C241 | 0 | C226 | 0 | M.5. | |||||||||||||||||||||
RCON | Amount | |||||||||||||||||||||||||||
6. Not applicable |
||||||||||||||||||||||||||||
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 |
C410 | 0 | M.7. | |||||||||||||||||||||||||
8. Nonaccrual assets sold during the previous six months |
C411 | 0 | M.8. | |||||||||||||||||||||||||
(Column A) Past due 30 through 89 days and still accruing |
(Column B) Past due 90 days or more and still accruing |
(Column C) Nonaccrual |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
9. Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3): (2) |
||||||||||||||||||||||||||||
a. Outstanding balance |
L183 | NA | L184 | NA | L185 | NA | M.9.a. | |||||||||||||||||||||
b. Amount included in Schedule RC-N, items 1 through 7, above |
L186 | NA | L187 | NA | L188 | NA | M.9.b. |
1. | The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2022, Report of Condition. |
2. | Memorandum items 9.a and 9.b should be completed only by institutions that have not yet adopted ASU 2016-13. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 52 of 87 RC-36 |
Schedule RC-OOther Data for Deposit Insurance Assessments
All FDIC-insured depository institutions must complete items 1 and 2, 4 through 9,10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 5 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 5 through 18 on a fully consolidated basis.
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||||||
1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations |
F236 |
|
23,836,000 |
|
1. | |||||||||||||||||
2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions |
F237 |
|
0 |
|
2. | |||||||||||||||||
3. Not applicable |
||||||||||||||||||||||
4. Average consolidated total assets for the calendar quarter |
K652 |
|
39,049,000 |
|
4. | |||||||||||||||||
Number | ||||||||||||||||||||||
a. Averaging method used |
K653 | 1 | 4.a. | |||||||||||||||||||
Amount | ||||||||||||||||||||||
5. Average tangible equity for the calendar quarter (1) |
K654 |
|
9,534,000 |
|
5. | |||||||||||||||||
6. Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions |
K655 |
|
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): |
||||||||||||||||||||||
a. One year or less |
G465 |
|
217,000 |
|
7.a. | |||||||||||||||||
b. Over one year through three years |
G466 | 0 | 7.b. | |||||||||||||||||||
c. Over three years through five years |
G467 | 0 | 7.c. | |||||||||||||||||||
d. Over five years |
G468 | 0 | 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): |
||||||||||||||||||||||
a. One year or less |
G469 | 0 | 8.a. | |||||||||||||||||||
b. Over one year through three years |
G470 | 0 | 8.b. | |||||||||||||||||||
c. Over three years through five years |
G471 | 0 | 8.c. | |||||||||||||||||||
d. Over five years |
G472 | 0 | 8.d. | |||||||||||||||||||
9. Brokered reciprocal deposits (included in Schedule RC-E, Memorandum item 1.b) |
G803 | 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 |
L190 | NA | 9.a. | |||||||||||||||||||
10. Bankers bank certification: |
||||||||||||||||||||||
Yes | No | |||||||||||||||||||||
Does the reporting institution meet both the statutory definition of a bankers bank and the business conduct test set forth in FDIC regulations? |
K656 | x | 10. | |||||||||||||||||||
Amount | ||||||||||||||||||||||
If the answer to item 10 is YES, complete items 10.a and 10.b. |
||||||||||||||||||||||
a. Bankers bank deduction |
K657 | NA | 10.a. | |||||||||||||||||||
b. Bankers bank deduction limit |
K658 | NA | 10.b. | |||||||||||||||||||
11. Custodial bank certification: |
||||||||||||||||||||||
Yes | No | |||||||||||||||||||||
Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations? |
K659 | x | 11. | |||||||||||||||||||
Amount | ||||||||||||||||||||||
If the answer to item 11 is YES, complete items 11.a and 11.b. (2) |
||||||||||||||||||||||
a. Custodial bank deduction |
K660 | 17,244,000 | 11.a. | |||||||||||||||||||
b. Custodial bank deduction limit |
K661 | 7,329,000 | 11.b. |
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. |
2. | If the amount reported in item 11.b is zero, item 11.a may be left blank. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 53 of 87 RC-37 |
Schedule RC-OContinued
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||||||||
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): |
||||||||||||||||||
a. Deposit accounts (excluding retirement accounts) of $250,000 or less: (1) |
||||||||||||||||||
(1) Amount of deposit accounts (excluding retirement accounts) of $250,000 or less |
|
F049 | 84,000 | M.1.a.(1) | ||||||||||||||
Number | ||||||||||||||||||
(2) Number of deposit accounts (excluding retirement accounts) of $250,000 or less |
F050 | 6,239 | M.1.a.(2) | |||||||||||||||
b. Deposit accounts (excluding retirement accounts) of more than $250,000: (1) |
||||||||||||||||||
(1) Amount of deposit accounts (excluding retirement accounts) of more than $250,000 |
|
F051 | 23,662,000 | M.1.b.(1) | ||||||||||||||
Number | ||||||||||||||||||
(2) Number of deposit accounts (excluding retirement accounts) of more than $250,000 |
F052 | 3,143 | M.1.b.(2) | |||||||||||||||
c. Retirement deposit accounts of $250,000 or less: (1) |
||||||||||||||||||
(1) Amount of retirement deposit accounts of $250,000 or less |
F045 | 88,000 | M.1.c.(1) | |||||||||||||||
Number | ||||||||||||||||||
(2) Number of retirement deposit accounts of $250,000 or less |
F046 | 174 | M.1.c.(2) | |||||||||||||||
d. Retirement deposit accounts of more than $250,000: (1) |
||||||||||||||||||
(1) Amount of retirement deposit accounts of more than $250,000 |
F047 | 2,000 | M.1.d.(1) | |||||||||||||||
Number | ||||||||||||||||||
(2) Number of retirement deposit accounts of more than $250,000 |
F048 | 5 | M.1.d.(2) | |||||||||||||||
Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. (2) | ||||||||||||||||||
2. Estimated amount of uninsured deposits including related interest accrued and unpaid (see instructions) (3) |
5597 | 22,877,000 | 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: |
||||||||||||||||||
RCON | FDIC Cert. No. | |||||||||||||||||
TEXT A545 |
A545 | 0 | M.3. | |||||||||||||||
4. Not applicable |
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. |
2. | The $1 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
3. | Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 54 of 87 RC-38 |
Schedule RC-OContinued
Amounts reported in Memorandum items 6 through 9, 14, and 15 will not be made available to the public on an individual institution basis.
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
Memorandum items 5 through 12 are to be completed by large institutions and highly complex institutions as defined in FDIC regulations. | ||||||||||
5. Applicable portion of the CECL transitional amount or modified CECL transitional amount that has been added to retained earnings for regulatory capital purposes as of the current report date and is attributable to loans and leases held for investment |
MW53 | 0 | M.5. | |||||||
6. Criticized and classified items: |
||||||||||
a. Special mention |
K663 | 52,000 | M.6.a. | |||||||
b. Substandard |
K664 | 60,000 | M.6.b. | |||||||
c. Doubtful |
K665 | 4,000 | M.6.c. | |||||||
d. Loss |
K666 | 0 | M.6.d. | |||||||
7. Nontraditional 14 family residential mortgage loans as defined for assessment purposes only in FDIC regulations: |
||||||||||
a. Nontraditional 1-4 family residential mortgage loans |
N025 | 1,701,000 | M.7.a. | |||||||
b. Securitizations of nontraditional 1-4 family residential mortgage loans |
N026 | 0 | M.7.b. | |||||||
8. Higher-risk consumer loans as defined for assessment purposes only in FDIC regulations: |
||||||||||
a. Higher-risk consumer loans |
N027 | 42,000 | M.8.a. | |||||||
b. Securitizations of higher-risk consumer loans |
N028 | 0 | M.8.b. | |||||||
9. Higher-risk commercial and industrial loans and securities as defined for assessment purposes only in FDIC regulations: |
||||||||||
a. Higher-risk commercial and industrial loans and securities |
N029 | 0 | M.9.a. | |||||||
b. Securitizations of higher-risk commercial and industrial loans and securities |
N030 | 0 | M.9.b. | |||||||
10. Commitments to fund construction, land development, and other land loans secured by real estate: |
||||||||||
a. Total unfunded commitments |
K676 | 329,000 | M.10.a. | |||||||
b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC) |
K677 | 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) |
K669 | 0 | M.11. | |||||||
12. Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC-E, Part I, Memorandum item 2.d) |
K678 | 120,000 | 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 guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements): |
||||||||||
a. Construction, land development, and other land loans secured by real estate |
N177 | 0 | M.13.a. | |||||||
b. Loans secured by multifamily residential and nonfarm nonresidential properties |
N178 | 0 | M.13.b. | |||||||
c. Closed-end loans secured by first liens on 14 family residential properties |
N179 | 0 | M.13.c. | |||||||
d. Closed-end loans secured by junior liens on 14 family residential properties and revolving, open-end loans secured by 14 family residential properties and extended under lines of credit |
N180 | 0 | M.13.d. | |||||||
e. Commercial and industrial loans |
N181 | 0 | M.13.e. | |||||||
f. Credit card loans to individuals for household, family, and other personal expenditures |
N182 | 0 | M.13.f. | |||||||
g. All other loans to individuals for household, family, and other personal expenditures |
N183 | 0 | M.13.g. | |||||||
h. Non-agency residential mortgage-backed securities |
M963 | 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 |
K673 | NA | M.14. | |||||||
15. Total amount of the institutions 20 largest counterparty exposures |
K674 | NA | M.15. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 55 of 87 RC-39 |
Schedule RC-OContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
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) |
L189 | 0 | M.16. | |||||||
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: |
||||||||||
a. Total deposit liabilities before exclusions (gross) as defined in Section 3(I) of the Federal Deposit Insurance Act and FDIC regulations |
L194 | NA | M.17.a. | |||||||
b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions |
L195 | NA | M.17.b. | |||||||
c. Unsecured Other borrowings with a remaining maturity of one year or less |
L196 | NA | M.17.c. | |||||||
d. Estimated amount of uninsured deposits, including related interest accrued and unpaid |
L197 | NA | M.17.d. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 56 of 87 RC-40 |
Schedule RC-OContinued
Memorandum item 18 is to be completed by large institutions and highly complex institutions as defined in FDIC regulations.
Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis.
Two-Year Probability of Default (PD) | ||||||||||||||||||||||||||||||||||||
(Column A) | (Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | |||||||||||||||||||||||||||||
≤ 1% | 1.014% | 4.017% | 7.0110% | 10.0114% | 14.0116% | 16.0118% | 18.0120% | |||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||
18. Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: |
||||||||||||||||||||||||||||||||||||
a. Nontraditional 1-4 family residential mortgage loans as defined for assessment purposes only in FDIC regulations |
|
RCON M964 410,000 |
|
|
RCON M965 594,000 |
|
|
RCON M966 358,000 |
|
|
RCON M967 175,000 |
|
|
RCON M968 50,000 |
|
|
RCON M969 4,000 |
|
|
RCON M970 2,000 |
|
|
RCON M971 3,000 |
|
M.18.a. | |||||||||||
b. Closed-end loans secured by first liens on 1-4 family residential properties |
|
RCON M979 29,000 |
|
|
RCON M980 67,000 |
|
|
RCON M981 42,000 |
|
|
RCON M982 3,000 |
|
|
RCON M983 5,000 |
|
|
RCON M984 0 |
|
|
RCON M985 0 |
|
|
RCON M986 0 |
|
M.18.b. | |||||||||||
c. Closed-end loans secured by junior liens on 1-4 family residential properties |
|
RCON M994 5,000 |
|
|
RCON M995 9,000 |
|
|
RCON M996 2,000 |
|
|
RCON M997 1,000 |
|
|
RCON M998 10,000 |
|
|
RCON M999 0 |
|
|
RCON N001 0 |
|
|
RCON N002 0 |
|
M.18.c. | |||||||||||
d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCON N010 24,000 RCON N040 |
|
|
RCON N011 87,000 RCON N041 |
|
|
RCON N012 104,000 RCON N042 |
|
|
RCON N013 11,000 RCON N043 |
|
|
RCON N014 7,000 RCON N044 |
|
|
RCON N015 0 RCON N045 |
|
|
RCON N016 3,000 RCON N046 |
|
|
RCON N017 0 RCON N047 |
|
M.18.d. | |||||||||||
e. Credit cards |
|
0 RCON N055 |
|
|
0 RCON N056 |
|
|
0 RCON N057 |
|
|
0 RCON N058 |
|
|
0 RCON N059 |
|
|
0 RCON N060 |
|
|
0 RCON N061 |
|
|
0 RCON N062 |
|
M.18.e. | |||||||||||
f. Automobile loans |
|
0 RCON N070 |
|
|
0 RCON N071 |
|
|
0 RCON N072 |
|
|
0 RCON N073 |
|
|
0 RCON N074 |
|
|
0 RCON N075 |
|
|
0 RCON N076 |
|
|
0 RCON N077 |
|
M.18.f. | |||||||||||
g. Student loans |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | M.18.g. | |||||||||||||||||||||||||||
h. Other consumer loans and revolving credit plans other than credit cards |
|
RCON N085 109,000 |
|
|
RCON N086 84,000 |
|
|
RCON N087 67,000 |
|
|
RCON N088 2,000 |
|
|
RCON N089 0 |
|
|
RCON N090 0 |
|
|
RCON N091 0 |
|
|
RCON N092 0 |
|
M.18.h. | |||||||||||
i. Consumer leases |
|
RCON N100 0 RCON N115 |
|
|
RCON N101 0 RCON N116 |
|
|
RCON N102 0 RCON N117 |
|
|
RCON N103 0 RCON N118 |
|
|
RCON N104 0 RCON N119 |
|
|
RCON N105 0 RCON N120 |
|
|
RCON N106 0 RCON N121 |
|
|
RCON N107 0 RCON N122 |
|
M.18.i. | |||||||||||
j. Total |
577,000 | 841,000 | 573,000 | 192,000 | 72,000 | 4,000 | 5,000 | 3,000 | M.18.j. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 57 of 87 RC-41 |
Schedule RC-OContinued
Memorandum item 18 is to be completed by large institutions and highly complex institutions as defined in FDIC regulations.
Amounts reported in Memorandum item 18 will not be made available to the public on an individual institution basis.
Two-Year Probability of Default (PD) | (Column O) PDs Were |
|||||||||||||||||||||||||||||||
(Column I) 20.0122% |
(Column J) 22.0126% |
(Column K) 26.0130% |
(Column L) > 30% |
(Column M) Unscoreable |
(Column N) Total |
|||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Number | |||||||||||||||||||||||||
18. Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: |
||||||||||||||||||||||||||||||||
a. Nontraditional 1-4 family residential mortgage loans as defined for assessment purposes only in FDIC regulations |
|
RCON M972 5,000 |
|
|
RCON M973 3,000 |
|
|
RCON M974 2,000 |
|
|
RCON M975 0 |
|
|
RCON M976 95,000 |
|
|
RCON M977 1,701,000 |
|
|
RCON M978 1 |
|
M.18.a. | ||||||||||
b. Closed-end loans secured by first liens on 1-4 family residential properties |
|
RCON M987 0 |
|
|
RCON M988 0 |
|
|
RCON M989 0 |
|
|
RCON M990 0 |
|
|
RCON M991 17,000 |
|
|
RCON M992 163,000 |
|
|
RCON M993 1 |
|
M.18.b. | ||||||||||
c. Closed-end loans secured by junior liens on 1-4 family residential properties |
|
RCON N003 0 |
|
|
RCON N004 0 |
|
|
RCON N005 0 |
|
|
RCON N006 0 |
|
|
RCON N007 0 |
|
|
RCON N008 27,000 |
|
|
RCON N009 1 |
|
M.18.c. | ||||||||||
d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit |
|
RCON N018 0 RCON N048 |
|
|
RCON N019 0 RCON N049 |
|
|
RCON N020 0 RCON N050 |
|
|
RCON N021 0 RCON N051 |
|
|
RCON N022 47,000 RCON N052 |
|
|
RCON N023 283,000 RCON N053 |
|
|
RCON N024 1 RCON N054 |
|
M.18.d. | ||||||||||
e. Credit cards |
|
0 RCON N063 |
|
|
0 RCON N064 |
|
|
0 RCON N065 |
|
|
0 RCON N066 |
|
|
0 RCON N067 |
|
|
0 RCON N068 |
|
|
0 RCON N069 |
|
M.18.e. | ||||||||||
f. Automobile loans |
|
0 RCON N078 |
|
|
0 RCON N079 |
|
|
0 RCON N080 |
|
|
0 RCON N081 |
|
|
0 RCON N082 |
|
|
0 RCON N083 |
|
|
0 RCON N084 |
|
M.18.f. | ||||||||||
g. Student loans |
0 | 0 | 0 | 0 | 0 | 0 | 0 | M.18.g. | ||||||||||||||||||||||||
h. Other consumer loans and revolving credit plans other than credit cards |
|
RCON N093 0 |
|
|
RCON N094 0 |
|
|
RCON N095 0 |
|
|
RCON N096 0 |
|
|
RCON N097 0 |
|
|
RCON N098 262,000 |
|
|
RCON N099 1 |
|
M.18.h. | ||||||||||
i. Consumer leases |
|
RCON N108 0 RCON N123 |
|
|
RCON N109 0 RCON N124 |
|
|
RCON N110 0 RCON N125 |
|
|
RCON N111 0 RCON N126 |
|
|
RCON N112 0 RCON N127 |
|
|
RCON N113 0 RCON N128 |
|
|
RCON N114 0 |
|
M.18.i. | ||||||||||
j. Total |
5,000 | 3,000 | 2,000 | 0 | 159,000 | 2,436,000 | M.18.j. |
1. | For PDs derived using scores and default rate mappings provided by a third-party vendor, enter 1; for PDs derived using an internal approach, enter 2; for PDs derived using third-party vendor mappings for some loans within a product type and an internal approach for other loans within the same product type, enter 3. If the total reported in Column N for a product type is zero, enter 0. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 58 of 87 RC-42 |
Schedule RC-P14 Family Residential Mortgage Banking Activities
Schedule RC-P is to be completed by banks at which either 14 family residential mortgage loan originations and purchases for resale (1) from all sources, loan sales, or quarter-end loans held for sale or trading exceed $10 million for two consecutive quarters.
Dollar Amounts in Thousands | RCON | Amount | ||||||||||
1. | Retail originations during the quarter of 14 family residential mortgage loans for sale (1) | HT81 | 0 | 1. | ||||||||
2. | Wholesale originations and purchases during the quarter of 14 family residential mortgage loans for sale (1) | HT82 | 0 | 2. | ||||||||
3. | 14 family residential mortgage loans sold during the quarter | FT04 | 0 | 3. | ||||||||
4. | 14 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, items 4.a and 5) | FT05 | 0 | 4. | ||||||||
5. | Noninterest income for the quarter from the sale, securitization, and servicing of 14 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i) | |
RIAD HT85 RCON |
|
0 | 5. | ||||||
6. | Repurchases and indemnifications of 14 family residential mortgage loans during the quarter | HT86 | 0 | 6. | ||||||||
7. | Representation and warranty reserves for 14 family residential mortgage loans sold: | |||||||||||
a. For representations and warranties made to U.S. government agencies and government-sponsored agencies |
L191 | 0 | 7.a. | |||||||||
b. For representations and warranties made to other parties |
L192 | 0 | 7.b. | |||||||||
c. Total representation and warranty reserves (sum of items 7.a and 7.b) |
M288 | 0 | 7.c. |
1. | Exclude originations and purchases of 14 family residential mortgage loans that are held for investment. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 59 of 87 RC-43 |
Schedule RC-QAssets 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. |
(Column A) Total Fair Value Reported on Schedule RC |
(Column B) LESS: Amounts Netted in the Determination of Total Fair Value |
(Column C) Level 1 Fair Value Measurements |
(Column D) Level 2 Fair Value Measurements |
(Column E) Level 3 Fair Value Measurements |
||||||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||||||||
Assets |
||||||||||||||||||||||||||||||||||||||||||||
1. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading (1) |
JA36 | 725,000 | G474 | 0 | G475 | 720,000 | G476 | 5,000 | G477 | 0 | 1. | |||||||||||||||||||||||||||||||||
2. Not applicable |
||||||||||||||||||||||||||||||||||||||||||||
3. Loans and leases held for sale |
G483 | 0 | G484 | 0 | G485 | 0 | G486 | 0 | G487 | 0 | 3. | |||||||||||||||||||||||||||||||||
4. Loans and leases held for investment |
G488 | 0 | G489 | 0 | G490 | 0 | G491 | 0 | G492 | 0 | 4. | |||||||||||||||||||||||||||||||||
5. Trading assets: |
||||||||||||||||||||||||||||||||||||||||||||
a. Derivative assets |
3543 | 0 | G493 | 0 | G494 | 0 | G495 | 0 | G496 | 0 | 5.a. | |||||||||||||||||||||||||||||||||
b. Other trading assets |
G497 | 0 | G498 | 0 | G499 | 0 | G500 | 0 | G501 | 0 | 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) |
F240 | 0 | F684 | 0 | F692 | 0 | F241 | 0 | F242 | 0 | 5.b.(1) | |||||||||||||||||||||||||||||||||
6. All other assets |
G391 | 406,000 | G392 | 4,000 | G395 | 0 | G396 | 410,000 | G804 | 0 | 6. | |||||||||||||||||||||||||||||||||
7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6) |
G502 | 1,131,000 | G503 | 4,000 | G504 | 720,000 | G505 | 415,000 | G506 | 0 | 7. | |||||||||||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||||||||||||||||||||||
8. Deposits |
F252 | 0 | F686 | 0 | F694 | 0 | F253 | 0 | F254 | 0 | 8. | |||||||||||||||||||||||||||||||||
9. Not applicable |
||||||||||||||||||||||||||||||||||||||||||||
10. Trading liabilities: |
||||||||||||||||||||||||||||||||||||||||||||
a. Derivative liabilities |
3547 | 0 | G512 | 0 | G513 | 0 | G514 | 0 | G515 | 0 | 10.a. | |||||||||||||||||||||||||||||||||
b. Other trading liabilities |
G516 | 0 | G517 | 0 | G518 | 0 | G519 | 0 | G520 | 0 | 10.b. | |||||||||||||||||||||||||||||||||
11. and 12. Not applicable |
||||||||||||||||||||||||||||||||||||||||||||
13. All other liabilities |
G805 | 491,000 | G806 | 4,000 | G807 | 0 | G808 | 495,000 | G809 | 0 | 13. | |||||||||||||||||||||||||||||||||
14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13) |
G531 | 491,000 | G532 | 4,000 | G533 | 0 | G534 | 495,000 | G535 | 0 | 14. |
1. | The amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 60 of 87 RC-44 |
Schedule RC-QContinued
(Column A) Total Fair Value Reported on Schedule RC |
(Column B) LESS: Amounts Netted in the Determination of Total Fair Value |
(Column C) Level 1 Fair Value Measurements |
(Column D) Level 2 Fair Value Measurements |
(Column E) Level 3 Fair Value Measurements |
||||||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||||||||||||||
Memoranda |
||||||||||||||||||||||||||||||||||||||||||||
1. All other assets (itemize and describe amounts included in Schedule RC-Q, item 6,that are greater than $100,000 and exceed 25 percent of item 6): |
||||||||||||||||||||||||||||||||||||||||||||
a. Mortgage servicing assets |
G536 | 0 | G537 | 0 | G538 | 0 | G539 | 0 | G540 | 0 | M.1.a. | |||||||||||||||||||||||||||||||||
b. Nontrading derivative assets |
G541 | 406,000 | G542 | 4,000 | G543 | 0 | G544 | 410,000 | G545 | 0 | M.1.b. | |||||||||||||||||||||||||||||||||
TEXT c. G546 |
G546 | 0 | G547 | 0 | G548 | 0 | G549 | 0 | G550 | 0 | M.1.c. | |||||||||||||||||||||||||||||||||
TEXT d. G551 |
G551 | 0 | G552 | 0 | G553 | 0 | G554 | 0 | G555 | 0 | M.1.d. | |||||||||||||||||||||||||||||||||
TEXT e. G556 |
G556 | 0 | G557 | 0 | G558 | 0 | G559 | 0 | G560 | 0 | M.1.e. | |||||||||||||||||||||||||||||||||
TEXT f. G561 |
G561 | 0 | G562 | 0 | G563 | 0 | G564 | 0 | G565 | 0 | M.1.f. | |||||||||||||||||||||||||||||||||
2. All other liabilities (itemize and describe amounts included in Schedule RC-Q,item 13, that are greater than $100,000 and exceed 25 percent of item 13): |
||||||||||||||||||||||||||||||||||||||||||||
a. Loan commitments (not accounted for as derivatives) |
F261 | 0 | F689 | 0 | F697 | 0 | F262 | 0 | F263 | 0 | M.2.a. | |||||||||||||||||||||||||||||||||
b. Nontrading derivative liabilities |
G566 | 491,000 | G567 | 4,000 | G568 | 0 | G569 | 495,000 | G570 | 0 | M.2.b. | |||||||||||||||||||||||||||||||||
TEXT c. G571 |
G571 | 0 | G572 | 0 | G573 | 0 | G574 | 0 | G575 | 0 | M.2.c. | |||||||||||||||||||||||||||||||||
TEXT d. G576 |
G576 | 0 | G577 | 0 | G578 | 0 | G579 | 0 | G580 | 0 | M.2.d. | |||||||||||||||||||||||||||||||||
TEXT e. G581 |
G581 | 0 | G582 | 0 | G583 | 0 | G584 | 0 | G585 | 0 | M.2.e. | |||||||||||||||||||||||||||||||||
TEXT f. G586 |
G586 | 0 | G587 | 0 | G588 | 0 | G589 | 0 | G590 | 0 | M.2.f. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 61 of 87 RC-45 |
Schedule RC-QContinued
MemorandaContinued
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||
3. Loans measured at fair value (included in Schedule RC-C, Part I, items 1 through 9): |
||||||||||||
a. Loans secured by real estate: |
||||||||||||
(1) Secured by 14 family residential properties |
HT87 | 0 | M.3.a. | (1) | ||||||||
(2) All other loans secured by real estate |
HT88 | 0 | M.3.a. | (2) | ||||||||
b. Commercial and industrial loans |
F585 | 0 | M.3.b. | |||||||||
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
HT89 | 0 | M.3.c. | |||||||||
d. Other loans |
F589 | 0 | M.3.d. | |||||||||
4. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-Q, Memorandum item 3): |
||||||||||||
a. Loans secured by real estate: |
||||||||||||
(1) Secured by 14 family residential properties |
HT91 | 0 | M.4.a. | (1) | ||||||||
(2) All other loans secured by real estate |
HT92 | 0 | M.4.a. | (2) | ||||||||
b. Commercial and industrial loans |
F597 | 0 | M.4.b. | |||||||||
c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper) |
HT93 | 0 | M.4.c. | |||||||||
d. Other loans |
F601 | 0 | M.4.d. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 62 of 87 RC-46 |
Schedule RC-RRegulatory Capital
Part I. Regulatory Capital Components and Ratios
Part I is to be completed on a consolidated basis.
Dollar Amounts in Thousands |
RCOA | Amount | ||||||||||||||||||
Common Equity Tier 1 Capital | ||||||||||||||||||||
1. |
Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares | P742 | 3,066,000 | 1. | ||||||||||||||||
2. |
Retained earnings (1) | KW00 | 6,651,000 | 2. | ||||||||||||||||
a. | To be completed only by institutions that have adopted ASU 2016-13: Does your institution have a CECL transition election in effect as of the quarter-end report date? |
|||||||||||||||||||
(enter 0 for No; enter 1 for Yes with a 3-year CECL transition election; | RCOA | |||||||||||||||||||
enter 2 for Yes with a 5-year 2020 CECL transition election.) | JJ29 | 0 | 2.a. | |||||||||||||||||
RCOA | Amount | |||||||||||||||||||
3. |
Accumulated other comprehensive income (AOCI) | B530 | (40,000) | 3. | ||||||||||||||||
0=No | RCOA | |||||||||||||||||||
a. | AOCI opt-out election (enter 1 for Yes; enter 0 for No.) | 1=Yes | P838 | 0 | 3.a. | |||||||||||||||
RCOA | Amount | |||||||||||||||||||
4. |
Common equity tier 1 minority interest includable in common equity tier 1 capital | P839 | 0 | 4. | ||||||||||||||||
5. |
Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4) | P840 | 9,677,000 | 5. | ||||||||||||||||
Common Equity Tier 1 Capital: Adjustments and Deductions | ||||||||||||||||||||
6. |
LESS: Goodwill net of associated deferred tax liabilities (DTLs) | P841 | 0 | 6. | ||||||||||||||||
7. |
LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs | P842 | 4,000 | 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 | P843 | 0 | 8. | ||||||||||||||||
9. |
AOCI-related adjustments (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): | |||||||||||||||||||
a. | LESS: Net unrealized gains (losses) on available-for-sale debt securities (if a gain, report as a positive value; if a loss, report as a negative value) | P844 | NA | 9.a. | ||||||||||||||||
b. | Not applicable | |||||||||||||||||||
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) | P846 | NA | 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) | P847 | NA | 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) | P848 | NA | 9.e. | ||||||||||||||||
f. | To be completed only by institutions that entered 0 for No in item 3.a: LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relates 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) | P849 | 0 | 9.f. |
1. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in this item. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 63 of 87 RC-47 |
Schedule RC-RContinued
Part IContinued
Dollar Amounts in Thousands |
RCOA | Amount | ||||||||||
10. |
Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions: | |||||||||||
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) | Q258 | 0 | 10.a. | ||||||||
b. | LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions | P850 | 0 | 10.b. | ||||||||
11. |
Not applicable | |||||||||||
12. |
Subtotal (item 5 minus items 6 through 10.b) | P852 | 9,673,000 | 12. | ||||||||
13. |
LESS: Investments in the capital of unconsolidated financial institutions, net of associated DTLs, that exceed 25 percent of item 12 | LB58 | 0 | 13. | ||||||||
14. |
LESS: MSAs, net of associated DTLs, that exceed 25 percent of item 12 | LB59 | 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 25 percent of item 12 | LB60 | 0 | 15. | ||||||||
16. |
Not applicable | |||||||||||
17. |
LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital (1) to cover deductions | P857 | 0 | 17. | ||||||||
18. |
Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17) | P858 | 0 | 18. | ||||||||
19. |
Common equity tier 1 capital (item 12 minus item 18) | P859 | 9,673,000 | 19. | ||||||||
Additional Tier 1 Capital | ||||||||||||
20. |
Additional tier 1 capital instruments plus related surplus | P860 | 0 | 20. | ||||||||
21. |
Non-qualifying capital instruments subject to phase-out from additional tier 1 capital | P861 | 0 | 21. | ||||||||
22. |
Tier 1 minority interest not included in common equity tier 1 capital | P862 | 0 | 22. | ||||||||
23. |
Additional tier 1 capital before deductions (sum of items 20, 21, and 22) | P863 | 0 | 23. | ||||||||
24. |
LESS: Additional tier 1 capital deductions | P864 | 0 | 24. | ||||||||
25. |
Additional tier 1 capital (greater of item 23 minus item 24, or zero) | P865 | 0 | 25. | ||||||||
Tier 1 Capital | ||||||||||||
26. |
Tier 1 capital (sum of items 19 and 25) | 8274 | 9,673,000 | 26. | ||||||||
Total Assets for the Leverage Ratio | ||||||||||||
27. |
Average total consolidated assets (2) | KW03 | 39,049,000 | 27. | ||||||||
28. |
LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 13 through 15, 17, and certain elements of item 24 - see instructions) | P875 | 4,000 | 28. | ||||||||
29. |
LESS: Other deductions from (additions to) assets for leverage ratio purposes | B596 | 0 | 29. | ||||||||
30. |
Total assets for the leverage ratio (item 27 minus items 28 and 29) | A224 | 39,045,000 | 30. |
1. | An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date. |
2. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 27. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 64 of 87 RC-48 |
Schedule RC-RContinued
Part IContinued
Leverage Ratio* | RCOA | Percentage | ||||||||||||
31. | Leverage ratio (item 26 divided by item 30) | 7204 | 24.7740% | 31. | ||||||||||
a. | Does your institution have a community bank leverage ratio (CBLR) framework election in effect as | 0=No | RCOA | |||||||||||
of the quarter-end report date? (enter 1 for Yes; enter 0 for No) | 1=Yes | LE74 | 0 | 31.a. | ||||||||||
If your institution entered 1 for Yes in item 31.a: | ||||||||||||||
| Complete items 32 through 37 and, if applicable, items 38.a through 38.c, | |||||||||||||
| Do not complete items 39 through 55.b, and | |||||||||||||
| Do not complete Part II of Schedule RC-R. | |||||||||||||
If your institution entered 0 for No in item 31.a: | ||||||||||||||
| Skip (do not complete) items 32 through 38.c, | |||||||||||||
| Complete items 39 through 55.b, as applicable, and | |||||||||||||
| Complete Part II of Schedule RC-R. | |||||||||||||
Item 31.b is to be completed only by non-advanced approaches institutions that elect to use the Standardized Approach for Counterparty Credit Risk (SA-CCR) for purposes of the standardized approach and supplementary leverage ratio. | ||||||||||||||
b. | Standardized Approach for Counterparty Credit Risk opt-in election | RCOA | ||||||||||||
(enter 1 for Yes; leave blank for No) | 1=Yes | NC99 | 31.b. |
Qualifying Criteria and Other Information for CBLR Institutions*
Column A | Column B | |||||||||||||||||||
Dollar Amounts in Thousands |
RCOA | Amount | RCOA | Percentage | ||||||||||||||||
32. | Total assets (Schedule RC, item 12); (must be less than $10 billion) | 2170 | NA | 32. | ||||||||||||||||
33. | Trading assets and trading liabilities (Schedule RC, sum of items 5 and 15). Report as a dollar amount in column A and as a percentage of total assets (5% limit) in column B | KX77 | NA | KX78 | NA | 33. | ||||||||||||||
34. | Off-balance sheet exposures: | |||||||||||||||||||
a. | Unused portion of conditionally cancellable commitments | KX79 | NA | 34.a. | ||||||||||||||||
b. | Securities lent and borrowed (Schedule RC-L, sum of items 6.a and 6.b) | KX80 | NA | 34.b. | ||||||||||||||||
c. | Other off-balance sheet exposures | KX81 | NA | 34.c. | ||||||||||||||||
d. | Total off-balance sheet exposures (sum of items 34.a through 34.c). Report as a dollar amount in column A and as a percentage of total assets (25% limit) in column B | KX82 | NA | KX83 | NA | 34.d | ||||||||||||||
Dollar Amounts in Thousands |
RCOA | Amount | ||||||||||||||||||
35. | Unconditionally cancellable commitments |
|
S540 | NA | 35. | |||||||||||||||
36. | Investments in the tier 2 capital of unconsolidated financial institutions |
|
LB61 | NA | 36. | |||||||||||||||
37. | Allocated transfer risk reserve |
|
3128 | NA | 37 | |||||||||||||||
38. | Amount of allowances for credit losses on purchased credit-deteriorated assets: (1) |
|
||||||||||||||||||
a. | Loans and leases held for investment |
|
JJ30 | NA | 38.a. | |||||||||||||||
b. | Held-to-maturity debt securities |
|
JJ31 | NA | 38.b. | |||||||||||||||
c. | Other financial assets measured at amortized cost |
|
JJ32 | NA | 38.c. |
* | Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456. |
1. | Items 38.a through 38.c should be completed only by institutions that have adopted ASU 2016-13. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 65 of 87 RC-49 |
Schedule RC-RContinued
Part IContinued
If your institution entered 0 for No in item 31.a, complete items 39 through 55.b, as applicable, and Part II of Schedule RC-R.
If your institution entered 1 for Yes in item 31.a, do not complete items 39 through 55.b or Part II of Schedule RC-R.
Dollar Amounts in Thousands |
RCOA | Amount | ||||||||||
Tier 2 Capital (1) | ||||||||||||
39. | Tier 2 capital instruments plus related surplus | P866 | 0 | 39. | ||||||||
40. | Non-qualifying capital instruments subject to phase-out from tier 2 capital | P867 | 0 | 40. | ||||||||
41. | Total capital minority interest that is not included in tier 1 capital | P868 | 0 | 41. | ||||||||
42. | Allowance for loan and lease losses includable in tier 2 capital(2, 3) | 5310 | 18,000 | 42. | ||||||||
43. | Not applicable | |||||||||||
44. | Tier 2 capital before deductions (sum of items 39 through 42) | P870 | 18,000 | 44. | ||||||||
45. | LESS: Tier 2 capital deductions | P872 | 0 | 45. | ||||||||
46. | Tier 2 capital (greater of item 44 minus item 45, or zero) | 5311 | 18,000 | 46. | ||||||||
Total Capital | ||||||||||||
47. | Total capital (sum of items 26 and 46) | 3792 | 9,691,000 | 47. | ||||||||
Total Risk-Weighted Assets | ||||||||||||
48. | Total risk-weighted assets (from Schedule RC-R, Part II, item 31) | A223 | 17,174,000 | 48. | ||||||||
Risk-Based Capital Ratios * | RCOA | Percentage | ||||||||||
49. | Common equity tier 1 capital ratio (item 19 divided by item 48) | P793 | 56.3235 | % | 49. | |||||||
50. | Tier 1 capital ratio (item 26 divided by item 48) | 7206 | 56.3235 | % | 50. | |||||||
51. | Total capital ratio (item 47 divided by item 48) | 7205 | 56.4283 | % | 51. | |||||||
Capital Buffer* | ||||||||||||
52. | Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments: | |||||||||||
a. | Capital conservation buffer | H311 | 48.4283 | % | 52.a. | |||||||
RCOW | ||||||||||||
b. | Institutions subject to Category III capital standarts only: Total applicable capital buffer | H312 | 2.5000 | % | 52.b. | |||||||
RCOA | Amount | |||||||||||
53. | Eligible retained income (4) | H313 | NA | 53. | ||||||||
54. | Distributions and discretionary bonus payments during the quarter (5) | H314 | NA | 54. | ||||||||
Supplementary Leverage Ratio* | ||||||||||||
55. | Institutions subject to Category III capital standards only: Supplementary leverage ratio information: | |||||||||||
a. | Total leverage exposure (6) | H015 | 41,896,000 | 55.a. | ||||||||
Percentage | ||||||||||||
b. | Supplementary leverage ratio | H036 | 23.0881 | % | 55.b. |
* | Report each ratio as a percentage, rounded to four decimal places, e.g., 12.3456. |
1. | An institution that has a CBLR framework election in effect as of the quarter-end report date is neither required to calculate tier 2 capital nor make any deductions that would have been taken from tier 2 capital as of the report date. |
2. | Institutions that have adopted ASU 2016-13 should report the amount of adjusted allowances for credit losses (AACL), as defined in the regulatory capital rule, includable in tier 2 capital in item 42. |
3. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of AACL includable in tier 2 capital. See instructions for further detail on the CECL transition provisions. |
4. | Non-advanced approaches institutions other than Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to 2.5000 percent. Category III institutions must complete item 53 only if the amount reported in item 52.a above is less than or equal to the amount reported in item 52.b above. |
5. | Non-advanced approaches institutions other than Category III institutions must complete item 54 only if the amount reported in Schedule RC-R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to 2.5000 percent. Category III institutions must complete item 54 only if the amount reported in Schedule RC-R, Part I, item 52.a, in the Call Report for the previous calendar quarter-end report date was less than or equal to the amount reported in Schedule RC-R, Part I, item 52.b, in the Call Report for that previous report date. |
6. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 55.a. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 66 of 87 RC-50 |
Schedule RC-RContinued
Part II. Risk-Weighted Assets
Institutions that entered 1 for Yes in Schedule RC-R, Part I, item 31.a, do not have to complete Schedule RC-R, Part II.
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 (1) and not deducted from tier 1 or tier 2 capital.
(Column A) Totals From Schedule RC |
(Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||
Adjustments to Totals Reported in Column A |
Allocation by Risk-Weight Category | |||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||
Balance Sheet Asset Categories (2) |
|
|||||||||||||||||||||||||||||||||||||||||
1. Cash and balances due from depository institutions |
RCON D957 | RCON S396 | RCON D958 | RCON D959 | RCON S397 | RCON D960 | RCON S398 | |||||||||||||||||||||||||||||||||||
12,561,000 | 0 | 12,527,000 | 34,000 | 0 | 0 | 0 | 1. | |||||||||||||||||||||||||||||||||||
2. Securities: |
||||||||||||||||||||||||||||||||||||||||||
a. Held-to-maturity |
RCON D961 | RCON S399 | RCON D962 | RCON HJ74 | RCON HJ75 | RCON D963 | RCON D964 | RCON D965 | RCON S400 | |||||||||||||||||||||||||||||||||
securities (3) |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2.a. | ||||||||||||||||||||||||||||||||
b. Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading |
RCON JA21 | RCON S402 | RCON D967 | RCON HJ76 | RCON HJ77 | RCON D968 | RCON D969 | RCON D970 | RCON S403 | |||||||||||||||||||||||||||||||||
|
725,000 | 0 | 720,000 | 0 | 0 | 0 | 0 | 5,000 | 0 | 2.b. | ||||||||||||||||||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
RCON D971 | RCON D972 | RCON D973 | RCON S410 | RCON D974 | RCON S411 | ||||||||||||||||||||||||||||||||||||
a. Federal funds sold |
0 | 0 | 0 | 0 | 0 | 0 | 3.a | |||||||||||||||||||||||||||||||||||
b. Securities purchased under agreements to resell |
RCON H171 | RCON H172 | ||||||||||||||||||||||||||||||||||||||||
|
5,918,000 | 5,918,000 | 3.b | |||||||||||||||||||||||||||||||||||||||
4. Loans and leases held for sale: |
||||||||||||||||||||||||||||||||||||||||||
a. Residential mortgage |
RCON S413 | RCON S414 | RCON H173 | RCON S415 | RCON S416 | RCON S417 | ||||||||||||||||||||||||||||||||||||
exposures |
0 | 0 | 0 | 0 | 0 | 0 | 4.a. | |||||||||||||||||||||||||||||||||||
b. High volatility commercial real estate exposures |
RCON S419 | RCON S420 | RCON H174 | RCON H175 | RCON H176 | RCON H177 | RCON S421 | |||||||||||||||||||||||||||||||||||
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 4.b. |
1. | For national banks and federal savings associations, 12 CFR Part 3; for state member banks, 12 CFR Part 217; and for state nonmember banks and state savings associations 12 CFR Part 324. |
2. | All securitization exposures held as on-balance sheet assets of the reporting institution are to be excluded from items 1 through 8 and are to be reported instead in item 9. |
3. | Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities net of allowances for credit losses in item 2.a, column A, should report as a negative number in item 2.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 67 of 87 RC-51 |
Schedule RC-RContinued
Part IIContinued
(Column K) | (Column L) | (Column M) | (Column N) | (Column O) | (Column P) | (Column Q) | (Column R) | (Column S) | ||||||||||||||||||||||||||||
Allocation by Risk-Weight Category | Application of Other Risk- Weighting Approaches (1) |
|||||||||||||||||||||||||||||||||||
250% | 300% | 400% | 600% | 625% | 937.5% | 1250% | Exposure Amount |
Risk-Weighted Asset Amount |
||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||
Balance Sheet Asset Categories (continued) |
|
|||||||||||||||||||||||||||||||||||
1. Cash and balances due from depository institutions |
1. | |||||||||||||||||||||||||||||||||||
2. Securities: |
||||||||||||||||||||||||||||||||||||
a. Held-to-maturity securities |
2.a. | |||||||||||||||||||||||||||||||||||
b. Available-for-sale debt securities and equity securities with readily determinable fair values |
RCON S405 | RCON S406 | RCON H271 | RCON H272 | ||||||||||||||||||||||||||||||||
not held for trading |
0 | 0 | 0 | 0 | 2.b. | |||||||||||||||||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
||||||||||||||||||||||||||||||||||||
a. Federal funds sold |
3.a. | |||||||||||||||||||||||||||||||||||
b. Securities purchased under agreements to resell |
3.b | |||||||||||||||||||||||||||||||||||
4. Loans and leases held for sale: |
||||||||||||||||||||||||||||||||||||
a. Residential mortgage exposures |
RCON H273 | RCON H274 | ||||||||||||||||||||||||||||||||||
|
0 | 0 | 4.a. | |||||||||||||||||||||||||||||||||
b. High volatility commercial real estate |
RCON H275 | RCON H276 | ||||||||||||||||||||||||||||||||||
exposures |
0 | 0 | 4.b. |
1. | Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 68 of 87 RC-52 |
Schedule RC-RContinued
Part IIContinued
(Column A) Totals From Schedule RC |
(Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||
Adjustments to Totals Reported in Column A |
Allocation by Risk-Weight Category | |||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||
4. Loans and leases held for sale (continued): |
||||||||||||||||||||||||||||||||||||||||||
c. Exposures past due 90 days or more or on nonaccrual (1) |
RCON S423 | RCON S424 | RCON S425 | RCON HJ78 | RCON HJ79 | RCON S426 | RCON S427 | RCON S428 | RCON S429 | |||||||||||||||||||||||||||||||||
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4.c. | ||||||||||||||||||||||||||||||||
d. All other exposures |
RCON S431 | RCON S432 | RCON S433 | RCON HJ80 | RCON HJ81 | RCON S434 | RCON S435 | RCON S436 | RCON S437 | |||||||||||||||||||||||||||||||||
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4.d. | ||||||||||||||||||||||||||||||||
5. Loans and leases held for investment: (2) |
||||||||||||||||||||||||||||||||||||||||||
a. Residential mortgage exposures |
RCON S439 | RCON S440 | RCON H178 | RCON S441 | RCON S442 | RCON S443 | ||||||||||||||||||||||||||||||||||||
|
2,419,000 | 0 | 1,000 | 0 | 2,300,000 | 118,000 | 5.a. | |||||||||||||||||||||||||||||||||||
b. High volatility commercial real estate exposures |
RCON S445 | RCON S446 | RCON H179 | RCON H180 | RCON H181 | RCON H182 | RCON S447 | |||||||||||||||||||||||||||||||||||
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 5.b. | ||||||||||||||||||||||||||||||||||
c. Exposures past due 90 days or more or on nonaccrual (3) |
RCON S449 | RCON S450 | RCON S451 | RCON HJ82 | RCON HJ83 | RCON S452 | RCON S453 | RCON S454 | RCON S455 | |||||||||||||||||||||||||||||||||
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 5.c. | ||||||||||||||||||||||||||||||||
RCON S457 | RCON S458 | RCON S459 | RCON HJ84 | RCON HJ85 | RCON S460 | RCON S461 | RCON S462 | RCON S463 | ||||||||||||||||||||||||||||||||||
d. All other exposures |
12,351,000 | 0 | 64,000 | 0 | 0 | 325,000 | 159,000 | 10,653,000 | 1,150,000 | 5.d. | ||||||||||||||||||||||||||||||||
6. LESS: Allowance for loan |
RCON 3123 | RCON 3123 | ||||||||||||||||||||||||||||||||||||||||
and lease losses (4) |
16,000 | 16,000 | 6. |
1. | 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. |
2. | Institutions that have adopted ASU 2016-13 should report as a positive number in column B of items 5.a through 5.d, as appropriate, any allowances for credit losses on purchased credit-deteriorated assets reported in column A of items 5.a through 5.d, as appropriate. |
3. | For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. |
4. | Institutions that have adopted ASU 2016-13 should report the allowance for credit losses on loans and leases in item 6, columns A and B. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 69 of 87 RC-53 |
Schedule RC-RContinued
Part IIContinued
(Column K) |
(Column L) | (Column M) | (Column N) | (Column O) | (Column P) | (Column Q) | (Column R) | (Column S) | ||||||||||||||||||||||||||||||||
Allocation by Risk-Weight Category | Application of Other Risk- Weighting Approaches (1) |
|||||||||||||||||||||||||||||||||||||||
250% | 300% | 400% | 600% | 625% | 937.5% | 1250% | Exposure Amount |
Risk-Weighted Asset Amount |
||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||||
4. Loans and leases held for sale (continued): |
||||||||||||||||||||||||||||||||||||||||
c. Exposures past due 90 days or more or on nonaccrual (2) |
RCON H277 | RCON H278 | ||||||||||||||||||||||||||||||||||||||
0 | 0 | 4.c. | ||||||||||||||||||||||||||||||||||||||
d. All other exposures |
RCON H279 | RCON H280 | ||||||||||||||||||||||||||||||||||||||
0 | 0 | 4.d. | ||||||||||||||||||||||||||||||||||||||
5. Loans and leases held for investment: |
||||||||||||||||||||||||||||||||||||||||
a. Residential mortgage exposures |
RCON H281 | RCON H282 | ||||||||||||||||||||||||||||||||||||||
0 | 0 | 5.a. | ||||||||||||||||||||||||||||||||||||||
b. High volatility commercial real estate exposures |
RCON H283 | RCON H284 | ||||||||||||||||||||||||||||||||||||||
0 | 0 | 5.b. | ||||||||||||||||||||||||||||||||||||||
c. Exposures past due 90 days or more or on nonaccrual (3) |
RCON H285 | RCON H286 | ||||||||||||||||||||||||||||||||||||||
0 | 0 | 5.c. | ||||||||||||||||||||||||||||||||||||||
RCON H287 | RCON H288 | |||||||||||||||||||||||||||||||||||||||
d. All other exposures |
0 | 0 | 5.d. | |||||||||||||||||||||||||||||||||||||
6. LESS: Allowance for loan and lease losses |
6. |
1. | Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. |
2. | 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. |
3. | For loans and leases held for investment, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 70 of 87 RC-54 |
Schedule RC-RContinued
Part IIContinued
(Column A) Totals From Schedule RC |
(Column B) Adjustments to Totals Reported in Column A |
(Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||
Allocation by Risk-Weight Category | ||||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||
RCON D976 | RCON S466 | RCON D977 | RCON HJ86 | RCON HJ87 | RCON D978 | RCON D979 | RCON D980 | RCON S467 | ||||||||||||||||||||||||||||||||||
7. Trading assets |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 7. | ||||||||||||||||||||||||||||||||
RCON D981 | RCON S469 | RCON D982 | RCON HJ88 | RCON HJ89 | RCON D983 | RCON D984 | RCON D985 | RCON H185 | ||||||||||||||||||||||||||||||||||
8. All other assets (1, 2, 3) |
2,145,000 | 659,000 | 113,000 | 0 | 0 | 69,000 | 1,000 | 877,000 | 6,000 | 8. | ||||||||||||||||||||||||||||||||
a. Separate account bank-owned life insurance |
8.a. | |||||||||||||||||||||||||||||||||||||||||
b. Default fund contributions to central counterparties |
8.b. |
1. | 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. |
2. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should report as a positive number in item 8, column B, the applicable portion of the DTA transitional amount as determined in accordance with the 3-year or the 5-year 2020 CECL transitional amount, respectively. |
3. | Institutions that have adopted ASU 2016-13 and have reported any assets net of allowances for credit losses in item 8, column A, should report as a negative number in item 8, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 71 of 87 RC-55 |
Schedule RC-RContinued
Part IIContinued
(Column K) | (Column L) | (Column M) | (Column N) | (Column O) | (Column P) | (Column Q) | (Column R) | (Column S) | ||||||||||||||||||||||||||||||
Allocation by Risk-Weight Category | Application of Other Risk- Weighting Approaches (1) |
|||||||||||||||||||||||||||||||||||||
250% | 300% | 400% | 600% | 625% | 937.5% | 1250% | Exposure Amount |
Risk-Weighted Asset Amount |
||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||
RCON H186 | RCON H290 | RCON H187 | RCON H291 | RCON H292 | ||||||||||||||||||||||||||||||||||
7. Trading assets |
0 | 0 | 0 | 0 | 0 | 7. | ||||||||||||||||||||||||||||||||
RCON H293 | RCON H188 | RCON S470 | RCON S471 | RCON H294 | RCON H295 | |||||||||||||||||||||||||||||||||
8. All other assets (2) |
420,000 | 0 | 0 | 0 | 0 | 0 | 8. | |||||||||||||||||||||||||||||||
a. Separate account bank-owned life insurance |
RCON H296 | RCON H297 | ||||||||||||||||||||||||||||||||||||
0 | 0 | 8.a. | ||||||||||||||||||||||||||||||||||||
b. Default fund contributions to central counterparties |
RCON H298 | RCON H299 | ||||||||||||||||||||||||||||||||||||
0 | 0 | 8.b. |
1. | Includes, for example, investments in mutual funds/investment funds, exposures collateralized by securitization exposures or mutual funds, separate account bank-owned life insurance, and default fund contributions to central counterparties. |
2. | 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 72 of 87 RC-56 |
Schedule RC-RContinued
Part IIContinued
(Column A) Totals |
(Column B) Adjustments to Totals Reported in Column A |
(Column Q) | (Column T) | (Column U) | ||||||||||||||||||
Allocation by Risk- Weight Category (Exposure Amount) |
Total Risk-Weighted Asset Amount by Calculation Methodology |
|||||||||||||||||||||
1250% | SSFA (1) | Gross-Up | ||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | |||||||||||||||||
Securitization Exposures: On- and Off-Balance Sheet |
||||||||||||||||||||||
9. On-balance sheet securitization exposures: |
RCON S475 | RCON S476 | RCON S477 | RCON S478 | RCON S479 | |||||||||||||||||
a. Held-to-maturity securities (2) |
0 | 0 | 0 | 0 | 0 | 9.a. | ||||||||||||||||
RCON S480 | RCON S481 | RCON S482 | RCON S483 | RCON S484 | ||||||||||||||||||
b. Available-for-sale securities |
0 | 0 | 0 | 0 | 0 | 9.b. | ||||||||||||||||
RCON S485 | RCON S486 | RCON S487 | RCON S488 | RCON S489 | ||||||||||||||||||
c. Trading assets |
0 | 0 | 0 | 0 | 0 | 9.c | ||||||||||||||||
RCON S490 | RCON S491 | RCON S492 | RCON S493 | RCON S494 | ||||||||||||||||||
d. All other on-balance sheet securitization exposures |
0 | 0 | 0 | 0 | 0 | 9.d | ||||||||||||||||
RCON S495 | RCON S496 | RCON S497 | RCON S498 | RCON S499 | ||||||||||||||||||
10. Off-balance sheet securitization exposures |
0 | 0 | 0 | 0 | 0 | 10. |
1. | Simplified Supervisory Formula Approach. |
2. | Institutions that have adopted ASU 2016-13 and have reported held-to-maturity securities net of allowances for credit losses in item 9.a, column A, should report as a negative number in item 9.a, column B, those allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 73 of 87 RC-57 |
Schedule RC-RContinued
Part IIContinued
(Column A) Totals From Schedule RC |
(Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||||
Adjustments to Totals Reported in Column A |
Allocation by Risk-Weight Category | |||||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||
11. |
Total balance sheet | RCON 2170 | RCON S500 | RCON D987 | RCON HJ90 | RCON HJ91 | RCON D988 | RCON D989 | RCON D990 | RCON S503 | ||||||||||||||||||||||||||||||||||
assets (1) | 36,103,000 | 6,561,000 | 13,425,000 | 0 | 0 | 428,000 | 2,460,000 | 11,653,000 | 1,156,000 | 11. | ||||||||||||||||||||||||||||||||||
(Column K) | (Column L) | (Column M) | (Column N) | (Column O) | (Column P) | (Column Q) | (Column R) | |||||||||||||||||||||||||||||||||||||
Allocation by Risk-Weight Category | Application of Other Risk- Weighting Approaches |
|||||||||||||||||||||||||||||||||||||||||||
250% | 300% | 400% | 600% | 625% | 937.5% | 1250% | Exposure Amount |
|||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||
11. |
Total balance sheet |
|
RCON S504 | RCON S505 | RCON S506 | RCON S507 | RCON S510 | RCON H300 | ||||||||||||||||||||||||||||||||||||
assets (1) |
|
420,000 | 0 | 0 | 0 | 0 | 0 | 11. |
1. | 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 74 of 87 RC-58 |
Schedule RC-RContinued
Part IIContinued
(Column A) | (Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||||||||||
Face, Notional, or Other Amount |
CCF (1) | Credit Equivalent Amount (2) |
Allocation by Risk-Weight Category | |||||||||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
Derivatives, Off-Balance Sheet Items, and Other Items Subject to Risk Weighting (Excluding Securitization Exposures) (3) |
||||||||||||||||||||||||||||||||||||||||||||||||||
12. |
Financial standby | RCON D991 | RCON D992 | RCON D993 | RCON HJ92 | RCON HJ93 | RCON D994 | RCON D995 | RCON D996 | RCON S511 | ||||||||||||||||||||||||||||||||||||||||
letters of credit | 269,000 | 1.0 | 269,000 | 0 | 0 | 0 | 4,000 | 1,000 | 264,000 | 0 | 12. | |||||||||||||||||||||||||||||||||||||||
13. |
Performance standby letters of credit and transaction-related | RCON D997 | RCON D998 | RCON D999 | RCON G603 | RCON G604 | RCON G605 | RCON S512 | ||||||||||||||||||||||||||||||||||||||||||
contingent items | 54,000 | 0.5 | 27,000 | 0 | 1,000 | 0 | 26,000 | 0 | 13. | |||||||||||||||||||||||||||||||||||||||||
14. |
Commercial and similar letters of credit with an original maturity of one year or less | RCON G606 | RCON G607 | RCON G608 | RCON HJ94 | RCON HJ95 | RCON G609 | RCON G610 | RCON G611 | RCON S513 | ||||||||||||||||||||||||||||||||||||||||
0 | 0.2 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 14. | ||||||||||||||||||||||||||||||||||||||||
15. |
Retained recourse on small business obligations sold with recourse |
RCON G612 | RCON G613 | RCON G614 | RCON G615 | RCON G616 | RCON G617 | RCON S514 | ||||||||||||||||||||||||||||||||||||||||||
0 | 1.0 | 0 | 0 | 0 | 0 | 0 | 0 | 15. |
1. | Credit conversion factor. |
2. | Column A multiplied by credit conversion factor. For each of items 12 through 21, the sum of columns C through J plus column R must equal column B. |
3. | All derivatives and off-balance sheet items that are securitization exposures are to be excluded from items 12 through 21 and are to be reported instead in item 10. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 75 of 87 RC-59 |
Schedule RC-RContinued
Part IIContinued
(Column A) | (Column B) | (Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||||||||||||||
Face, Notional, or Other Amount |
CCF (1) | Credit Equivalent Amount (2) |
Allocation by Risk-Weight Category | |||||||||||||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||||
16. |
Repo-style transactions (3) | RCON S515 | RCON S516 | RCON S517 | RCON S518 | RCON S519 | RCON S520 | RCON S521 | RCON S522 | RCON S523 | ||||||||||||||||||||||||||||||||||||||
47,000 | 1.0 | 47,000 | 0 | 0 | 0 | 0 | 0 | 47,000 | 0 | 16. | ||||||||||||||||||||||||||||||||||||||
17. |
All other off-balance sheet liabilities |
RCON G618 | RCON G619 | RCON G620 | RCON G621 | RCON G622 | RCON G623 | RCON S524 | ||||||||||||||||||||||||||||||||||||||||
0 | 1.0 | 0 | 0 | 0 | 0 | 0 | 0 | 17. | ||||||||||||||||||||||||||||||||||||||||
18. |
Unused commitments (exclude unused commitments to asset-backed commercial paper conduits): | |||||||||||||||||||||||||||||||||||||||||||||||
a. Original maturity of one year or less |
RCON S525 | RCON S526 | RCON S527 | RCON HJ96 | RCON HJ97 | RCON S528 | RCON S529 | RCON S530 | RCON S531 | |||||||||||||||||||||||||||||||||||||||
25,000 | 0.2 | 5,000 | 0 | 0 | 0 | 0 | 0 | 5,000 | 0 | 18.a. | ||||||||||||||||||||||||||||||||||||||
b. Original maturity exceeding one year |
RCON G624 | RCON G625 | RCON G626 | RCON HJ98 | RCON HJ99 | RCON G627 | RCON G628 | RCON G629 | RCON S539 | |||||||||||||||||||||||||||||||||||||||
2,580,000 | 0.5 | 1,290,000 | 84,000 | 0 | 0 | 115,000 | 105,000 | 986,000 | 0 | 18.b. | ||||||||||||||||||||||||||||||||||||||
19. |
Unconditionally cancelable commitments | RCON S540 | RCON S541 | |||||||||||||||||||||||||||||||||||||||||||||
0 | 0.0 | 0 | 19. | |||||||||||||||||||||||||||||||||||||||||||||
20. |
Over-the-counter derivatives | RCON S542 | RCON S543 | RCON HK00 | RCON HK01 | RCON S544 | RCON S545 | RCON S546 | RCON S547 | RCON S548 | ||||||||||||||||||||||||||||||||||||||
13,000 | 0 | 0 | 0 | 0 | 13,000 | 0 | 0 | 0 | 20. | |||||||||||||||||||||||||||||||||||||||
21. |
Centrally cleared derivatives | RCON S549 | RCON S550 | RCON S551 | RCON S552 | RCON S554 | RCON S555 | RCON S556 | RCON S557 | |||||||||||||||||||||||||||||||||||||||
706,000 | 0 | 706,000 | 0 | 0 | 0 | 0 | 0 | 21. | ||||||||||||||||||||||||||||||||||||||||
22. |
Unsettled transactions (failed trades) (4) | RCON H191 | RCON H193 | RCON H194 | RCON H195 | RCON H196 | RCON H197 | |||||||||||||||||||||||||||||||||||||||||
0 | 0 | 0 | 0 | 0 | 0 | 22. |
1. | Credit conversion factor. |
2. | For items 16 through 19, column A multiplied by credit conversion factor. |
3. | Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. |
4. | For item 22, the sum of columns C through Q must equal column A. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 76 of 87 RC-60 |
Schedule RC-RContinued
Part IIContinued
(Column O) | (Column P) | (Column Q) | (Column R) | (Column S) | ||||||||||||||||||
Allocation by Risk-Weight Category | Application of Other Risk- Weighting Approaches (1) |
|||||||||||||||||||||
625% | 937.5% | 1250% | Credit Equivalent Amount |
Risk-Weighted Asset Amount |
||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | |||||||||||||||||
16. Repo-style transactions (2) |
RCON H301 | RCON H302 | ||||||||||||||||||||
0 | 0 | 16. | ||||||||||||||||||||
17. All other off-balance sheet liabilities |
17. | |||||||||||||||||||||
18. Unused commitments (exclude unused commitments to asset-backed commercial paper conduits): |
||||||||||||||||||||||
a. Original maturity of one year or less |
RCON H303 | RCON H304 | ||||||||||||||||||||
0 | 0 | 18.a. | ||||||||||||||||||||
b. Original maturity exceeding one year |
RCON H307 | RCON H308 | ||||||||||||||||||||
0 | 0 | 18.b. | ||||||||||||||||||||
19. Unconditionally cancelable commitments |
19. | |||||||||||||||||||||
20. Over-the-counter derivatives |
RCON H309 | RCON H310 | ||||||||||||||||||||
0 | 0 | 20. | ||||||||||||||||||||
21. Centrally cleared derivatives |
21. | |||||||||||||||||||||
22. Unsettled transactions (failed trades) (3) |
RCON H198 | RCON H199 | RCON H200 | |||||||||||||||||||
0 | 0 | 0 | 22. |
1. | Includes, for example, exposures collateralized by securitization exposures or mutual funds. |
2. | Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent. |
3. | For item 22, the sum of columns C through Q must equal column A. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 77 of 87 RC-61 |
Schedule RC-RContinued
Part IIContinued
(Column C) | (Column D) | (Column E) | (Column F) | (Column G) | (Column H) | (Column I) | (Column J) | |||||||||||||||||||||||||||
Allocation by Risk-Weight Category | ||||||||||||||||||||||||||||||||||
0% | 2% | 4% | 10% | 20% | 50% | 100% | 150% | |||||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||
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) |
RCON G630 | RCON S558 | RCON S559 | RCON S560 | RCON G631 | RCON G632 | RCON G633 | RCON S561 | ||||||||||||||||||||||||||
13,509,000 | 706,000 | 0 | 0 | 561,000 | 2,566,000 | 12,981,000 | 1,156,000 | 23. | ||||||||||||||||||||||||||
24. Risk-weight factor |
X 0 | % | X 2 | % | X 4 | % | X 10 | % | X 20 | % | X 50 | % | X 100 | % | X 150 | % | 24. | |||||||||||||||||
25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24) |
RCON G634 | RCON S569 | RCON S570 | RCON S571 | RCON G635 | RCON G636 | RCON G637 | RCON S572 | ||||||||||||||||||||||||||
0 | 14,000 | 0 | 0 | 112,000 | 1,283,000 | 12,981,000 | 1,734,000 | 25. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 78 of 87 RC-62 |
Schedule RC-RContinued
Part IIContinued
(Column K) | (Column L) | (Column M) | (Column N) | (Column O) | (Column P) | (Column Q) | ||||||||||||||||||||||||
Allocation by Risk-Weight Category | ||||||||||||||||||||||||||||||
250% | 300% | 400% | 600% | 625% | 937.5% | 1250% | ||||||||||||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Amount | Amount | Amount | Amount | Amount | |||||||||||||||||||||||
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) |
RCON S562 | RCON S563 | RCON S564 | RCON S565 | RCON S566 | RCON S567 | RCON S568 | 23. | ||||||||||||||||||||||
420,000 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
24. Risk-weight factor |
X 250 | % | X300 | % | X400 | % | X600 | % | X625 | % | X937.5 | % | X1250 | % | 24. | |||||||||||||||
25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24) |
RCON S573 | RCON S574 | RCON S575 | RCON S576 | RCON S577 | RCON S578 | RCON S579 | 25. | ||||||||||||||||||||||
1,050,000 | 0 | 0 | 0 | 0 | 0 | 0 |
Totals | ||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | ||||||||||
26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold (1) |
S580 | 17,174,000 | 26. | |||||||||
27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rules) |
S581 | 0 | 27. | |||||||||
28. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve (2, 3) |
B704 | 17,174,000 | 28. | |||||||||
29. LESS: Excess allowance for loan and lease losses (4, 5) |
A222 | 0 | 29. | |||||||||
30. LESS: Allocated transfer risk reserve |
3128 | 0 | 30. | |||||||||
31. Total risk-weighted assets (item 28 minus items 29 and 30) |
G641 | 17,174,000 | 31. |
1. | For institutions that have adopted ASU 2016-13, the risk-weighted assets base reported in item 26 is for purposes of calculating the adjusted allowances for credit losses (AACL) 1.25 percent threshold. |
2. | 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). |
3. | For institutions that have adopted ASU 2016-13, the risk-weighted assets reported in item 28 represents the amount of risk-weighted assets before deductions for excess AACL and allocated transfer risk reserve. |
4. | Institutions that have adopted ASU 2016-13 should report the excess AACL. |
5. | Institutions that have adopted ASU 2016-13 and have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of excess AACL. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 79 of 87 RC-63 |
Schedule RC-RContinued
Part IIContinued
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
1. Current credit exposure across all derivative contracts covered by the regulatory capital rules |
G642 | 404,000 | M.1. |
With a remaining maturity of | ||||||||||||||||||||||||||
(Column A) One year or less |
(Column B) Over one year through five years |
(Column C) Over five years |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
2. Notional principal amounts of over-the-counter derivative contracts: |
||||||||||||||||||||||||||
a. Interest rate |
S582 | 582,000 | S583 | 226,000 | S584 | 124,000 | M.2.a. | |||||||||||||||||||
b. Foreign exchange rate and gold |
S585 | 0 | S586 | 0 | S587 | 0 | M.2.b. | |||||||||||||||||||
c. Credit (investment grade reference asset) |
S588 | 0 | S589 | 0 | S590 | 0 | M.2.c. | |||||||||||||||||||
d. Credit (non-investment grade reference asset) |
S591 | 0 | S592 | 0 | S593 | 0 | M.2.d. | |||||||||||||||||||
e. Equity |
S594 | 0 | S595 | 0 | S596 | 0 | M.2.e. | |||||||||||||||||||
f. Precious metals (except gold) |
S597 | 0 | S598 | 0 | S599 | 0 | M.2.f. | |||||||||||||||||||
g. Other |
S600 | 0 | S601 | 0 | S602 | 0 | M.2.g. | |||||||||||||||||||
3. Notional principal amounts of centrally cleared derivative contracts: |
||||||||||||||||||||||||||
a. Interest rate |
S603 | 6,698,000 | S604 | 8,712,000 | S605 | 3,431,000 | M.3.a. | |||||||||||||||||||
b. Foreign exchange rate and gold |
S606 | 0 | S607 | 0 | S608 | 0 | M.3.b. | |||||||||||||||||||
c. Credit (investment grade reference asset) |
S609 | 0 | S610 | 0 | S611 | 0 | M.3.c. | |||||||||||||||||||
d. Credit (non-investment grade reference asset) |
S612 | 0 | S613 | 0 | S614 | 0 | M.3.d. | |||||||||||||||||||
e. Equity |
S615 | 0 | S616 | 0 | S617 | 0 | M.3.e. | |||||||||||||||||||
f. Precious metals (except gold) |
S618 | 0 | S619 | 0 | S620 | 0 | M.3.f. | |||||||||||||||||||
g. Other |
S621 | 0 | S622 | 0 | S623 | 0 | M.3.g. |
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
4. Amount of allowances for credit losses on purchased credit-deteriorated assets: (1) |
||||||||||
a. Loans and leases held for investment |
JJ30 | 0 | M.4.a. | |||||||
b. Held-to-maturity debt securities |
JJ31 | 0 | M.4.b. | |||||||
c. Other financial assets measured at amortized cost |
JJ32 | 0 | M.4.c. |
1. | Memorandum items 4.a through 4.c should be completed only by institutions that have adopted ASU 2016-13. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 80 of 87 RC-64 |
Schedule RC-SServicing, Securitization, and Asset Sale Activities
(Column A) 14 Family Residential Loans |
(Column B to Column F) Not applicable |
(Column G) All Other Loans, All Leases, and All Other Assets |
||||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||||
Bank Securitization Activities |
||||||||||||||||||||||||||||
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 |
B705 | 0 | B711 | 0 | 1. | |||||||||||||||||||||||
2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 |
HU09 | 0 | HU15 | 0 | 2. | |||||||||||||||||||||||
3. Not applicable |
||||||||||||||||||||||||||||
4. Past due loan amounts included in item 1: |
||||||||||||||||||||||||||||
a. 3089 days past due |
B733 | 0 | B739 | 0 | 4.a. | |||||||||||||||||||||||
b. 90 days or more past due |
B740 | 0 | B746 | 0 | 4.b. | |||||||||||||||||||||||
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): |
RIAD | RIAD | ||||||||||||||||||||||||||
a. Charge-offs |
B747 | 0 | B753 | 0 | 5.a. | |||||||||||||||||||||||
b. Recoveries |
B754 | 0 | B760 | 0 | 5.b. | |||||||||||||||||||||||
Item 6 is to be completed by banks with $10 billion or more in total assets. (1) | ||||||||||||||||||||||||||||
6. Total amount of ownership (or sellers) interest carried as securities or loans |
|
RCON HU19 |
|
0 | 6. | |||||||||||||||||||||||
7. and 8. Not applicable |
||||||||||||||||||||||||||||
For Securitization Facilities Sponsored By or Otherwise Established By Other Institutions | ||||||||||||||||||||||||||||
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 |
RCON | |||||||||||||||||||||||||||
B776 | 0 | B782 | 0 | 9. | ||||||||||||||||||||||||
Item 10 is to be completed by banks with $10 billion or more in total assets (1) | ||||||||||||||||||||||||||||
10. Reporting banks unused commitments to provide liquidity to other institutions securitization structures |
B783 | 0 | B789 | 0 | 10. | |||||||||||||||||||||||
Bank Asset Sales |
||||||||||||||||||||||||||||
11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank |
B790 | 0 | B796 | 0 | 11. | |||||||||||||||||||||||
12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11 |
B797 | 0 | B803 | 0 | 12. |
1. | The $10 billion asset-size test is based on the total assets reported on the June 30, 2022, Report of Condition. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 81 of 87 RC-65 |
Schedule RC-SContinued
Memoranda
Dollar Amounts in Thousands |
RCON | Amount | ||||||||
1. Not applicable |
||||||||||
2. Outstanding principal balance of assets serviced for others (includes participations serviced for others): |
||||||||||
a. Closed-end 14 family residential mortgages serviced with recourse or other servicer-provided credit enhancement |
B804 | 0 | M.2.a. | |||||||
b. Closed-end 14 family residential mortgages serviced with no recourse or other servicer-provided credit enhancement |
B805 | 0 | M.2.b. | |||||||
c. Other financial assets (includes home equity lines) (1) |
A591 | 0 | M.2.c. | |||||||
d. 14 family residential mortgages serviced for others that are in process of foreclosure at quarter-end (includes closed-end and open-end loans) |
F699 | 0 | M.2.d. | |||||||
Memorandum item 3 is to be completed by banks with $10 billion or more in total assets. (2) | ||||||||||
3. Asset-backed commercial paper conduits: |
||||||||||
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: |
||||||||||
(1) Conduits sponsored by the bank, a bank affiliate, or the banks holding company |
B806 | 0 | M.3.a.(1) | |||||||
(2) Conduits sponsored by other unrelated institutions |
B807 | 0 | M.3.a.(2) | |||||||
b. Unused commitments to provide liquidity to conduit structures: |
||||||||||
(1) Conduits sponsored by the bank, a bank affiliate, or the banks holding company |
B808 | 0 | M.3.b.(1) | |||||||
(2) Conduits sponsored by other unrelated institutions |
B809 | 0 | M.3.b.(2) | |||||||
4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column G (2), (3) |
C407 | 0 | M.4. |
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, 2022, Report of Condition. |
3. | Memorandum item 4 is to be completed by banks with $10 billion or more in total assets 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. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 82 of 87 RC-66 |
Schedule RC-TFiduciary and Related Services
RCON | Yes | No | ||||||||||||
1. Does the institution have fiduciary powers? (If NO, do not complete Schedule RC-T.) |
A345 | x | 1. | |||||||||||
2. Does the institution exercise the fiduciary powers it has been granted? |
A346 | x | 2. | |||||||||||
3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report in this schedule? (If NO, do not complete the rest of Schedule RC-T.) |
B867 | x | 3. |
If the answer to item 3 is YES, complete the applicable items of Schedule RC-T, as follows:
Institutions with total fiduciary assets (item 10, sum of columns A and B) greater than $250 million (as of the preceding December 31 report date) or with gross fiduciary and related services income greater than 10 percent of revenue (net interest income plus noninterest income) for the preceding calendar year must complete:
| Items 4 through 22 and Memorandum item 3 quarterly, |
| Items 23 through 26 annually with the December report, and |
| Memorandum items 1, 2, and 4 annually with the December report. |
Institutions with total fiduciary assets (item 10, sum of columns A and B) less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must complete:
| Items 4 through 13 annually with the December report, and |
| Memorandum items 1 through 3 annually with the December report. |
| Institutions with total fiduciary assets greater than $100 million but less than or equal to $250 million (as of the preceding December 31 report date) that do not meet the fiduciary income test for quarterly reporting must also complete Memorandum item 4 annually with the December report. |
(Column A) Managed Assets |
(Column B) Non-Managed Assets |
(Column C) Number of Managed Accounts |
(Column D) Number of Non-Managed Accounts |
|||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Number | Number | ||||||||||||||
Fiduciary and Related Assets |
RCON B868 | RCON B869 | RCON B870 | RCON B871 | ||||||||||||||
4. Personal trust and agency accounts |
0 | 4,000 | 2 | 2 | 4. | |||||||||||||
5. Employee benefit and retirement-related trust and agency accounts: |
||||||||||||||||||
a. Employee benefitdefined contribution |
|
RCON B872 2,000 |
|
|
RCON B873 0 |
|
|
RCON B874 1 |
|
|
RCON B875 0 |
|
5.a. | |||||
b. Employee benefitdefined benefit |
|
RCON B876 8,000 |
|
|
RCON B877 0 |
|
|
RCON B878 3 |
|
|
RCON B879 0 |
|
5.b. | |||||
c. Other employee benefit and retirement-related accounts |
|
RCON B880 108,000 |
|
|
RCON B881 0 |
|
|
RCON B882 128 |
|
|
RCON B883 1 |
|
5.c. | |||||
6. Corporate trust and agency accounts |
|
RCON B884 0 |
|
|
RCON B885 89,326,000 |
|
|
RCON C001 0 |
|
|
RCON C002 18,049 |
|
6. | |||||
7. Investment management and investment advisory agency accounts |
|
RCON B886 13,344,000 |
|
|
RCON J253 37,000 |
|
|
RCON B888 2,858 |
|
|
RCON J254 17 |
|
7. | |||||
8. Foundation and endowment trust and agency accounts |
|
RCON J255 580,000 |
|
|
RCON J256 7,000 |
|
|
RCON J257 39 |
|
|
RCON J258 3 |
|
8. | |||||
9. Other fiduciary accounts |
|
RCON B890 0 |
|
|
RCON B891 0 |
|
|
RCON B892 0 |
|
|
RCON B893 0 |
|
9. | |||||
10. Total fiduciary accounts (sum of items 4 through 9) |
|
RCON B894 14,042,000 |
|
|
RCON B895 89,374,000 |
|
|
RCON B896 3,031 |
|
|
RCON B897 18,072 |
|
10. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 83 of 87 RC-67 |
Schedule RC-TContinued
(Column A) Managed Assets |
(Column B) Non-Managed Assets |
(Column C) Number of Managed Accounts |
(Column D) Number of Non-Managed Accounts |
|||||||||||||||
Dollar Amounts in Thousands |
Amount | Amount | Number | Number | ||||||||||||||
11. Custody and safekeeping accounts |
|
RCON B898 26,056,000 |
|
|
RCON B899 3,457 |
|
11. | |||||||||||
12. Not applicable |
||||||||||||||||||
13. Individual Retirement Accounts, Health Savings Accounts, and other similar accounts (included in items 5.c and 11) |
|
RCON J259 104,000 |
|
|
RCON J260 378,000 |
|
|
RCON J261 126 |
|
|
RCON J262 515 |
|
13. |
Dollar Amounts in Thousands |
RIAD | Amount | ||||||||||
Fiduciary and Related Services Income |
||||||||||||
14. Personal trust and agency accounts |
B904 | 0 | 14. | |||||||||
15. Employee benefit and retirement-related trust and agency accounts: |
||||||||||||
a. Employee benefit - defined contribution |
B905 | 0 | 15.a. | |||||||||
b. Employee benefit - defined benefit |
B906 | 0 | 15.b. | |||||||||
c. Other employee benefit and retirement-related accounts |
B907 | 0 | 15.c. | |||||||||
16. Corporate trust and agency accounts |
A479 | 49,000 | 16. | |||||||||
17. Investment management and investment advisory agency accounts |
J315 | 6,000 | 17. | |||||||||
18. Foundation and endowment trust and agency accounts |
J316 | 1,000 | 18. | |||||||||
19. Other fiduciary accounts |
A480 | 0 | 19. | |||||||||
20. Custody and safekeeping accounts |
B909 | 2,000 | 20. | |||||||||
21. Other fiduciary and related services income |
B910 | 0 | 21. | |||||||||
22. Total gross fiduciary and related services income (sum of items 14 through
21) |
4070 | 58,000 | 22. | |||||||||
23. Less: Expenses |
C058 | NA | 23. | |||||||||
24. Less: Net losses from fiduciary and related services |
A488 | NA | 24. | |||||||||
25. Plus: Intracompany income credits for fiduciary and related services |
B911 | NA | 25. | |||||||||
26. Net fiduciary and related services income |
A491 | NA | 26. |
Memoranda
(Column A) Personal Trust and Agency and Investment Management Agency Accounts |
(Column B) Employee Benefit and Retirement-Related Trust and Agency Accounts |
(Column C) All Other Accounts |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
1. Managed assets held in fiduciary accounts: |
||||||||||||||||||||||||||
a. Noninterest-bearing deposits |
J263 | NA | J264 | NA | J265 | NA | M.1.a. | |||||||||||||||||||
b. Interest-bearing deposits |
J266 | NA | J267 | NA | J268 | NA | M.1.b. | |||||||||||||||||||
c. U.S. Treasury and U.S. Government agency obligations |
J269 | NA | J270 | NA | J271 | NA | M.1.c. | |||||||||||||||||||
d. State, county, and municipal obligations |
J272 | NA | J273 | NA | J274 | NA | M.1.d. | |||||||||||||||||||
e. Money market mutual funds |
J275 | NA | J276 | NA | J277 | NA | M.1.e. | |||||||||||||||||||
f. Equity mutual funds |
J278 | NA | J279 | NA | J280 | NA | M.1.f. | |||||||||||||||||||
g. Other mutual funds |
J281 | NA | J282 | NA | J283 | NA | M.1.g. | |||||||||||||||||||
h. Common trust funds and collective investment funds |
J284 | NA | J285 | NA | J286 | NA | M.1.h. | |||||||||||||||||||
i. Other short-term obligations |
J287 | NA | J288 | NA | J289 | NA | M.1.i. | |||||||||||||||||||
j. Other notes and bonds |
J290 | NA | J291 | NA | J292 | NA | M.1.j. | |||||||||||||||||||
k. Investments in unregistered funds and private equity investments |
J293 | NA | J294 | NA | J295 | NA | M.1.k. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 84 of 87 RC-68 |
Schedule RC-TContinued
MemorandaContinued
(Column A) Personal Trust and Agency and Investment Management Agency Accounts |
(Column B) Employee Benefit and Retirement-Related Trust and Agency Accounts |
(Column C) All Other Accounts |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | RCON | Amount | ||||||||||||||||||||
1. l. Other common and preferred stocks |
J296 | NA | J297 | NA | J298 | NA | M.1.l. | |||||||||||||||||||
m. Real estate mortgages |
J299 | NA | J300 | NA | J301 | NA | M.1.m. | |||||||||||||||||||
n. Real estate |
J302 | NA | J303 | NA | J304 | NA | M.1.n. | |||||||||||||||||||
o. Miscellaneous assets |
J305 | NA | J306 | NA | J307 | NA | M.1.o. | |||||||||||||||||||
p. Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o) |
J308 | NA | J309 | NA | J310 | NA | M.1.p. |
(Column A) Managed Assets |
(Column B) Number of Managed Accounts |
|||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Number | ||||||||||||||
1.q. Investments of managed fiduciary accounts in advised or sponsored mutual funds |
J311 | NA | J312 | NA | M.1.q. |
(Column A) Number of Issues |
(Column B) Principal Amount Outstanding |
|||||||||||||
Dollar Amounts in Thousands |
RCON | Number | Amount | |||||||||||
2. Corporate trust and agency accounts: |
RCON B928 | |||||||||||||
a. Corporate and municipal trusteeships |
B927 | NA | NA | M.2.a. | ||||||||||
RCON J314 | ||||||||||||||
(1) Issues reported in Memorandum item 2.a that are in default |
J313 | NA | NA | M.2.a.(1) | ||||||||||
b. Transfer agent, registrar, paying agent, and other corporate agency |
B929 | NA | M.2.b. |
Memorandum items 3.a through 3.h 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 report date.
Memorandum item 3.h only is to be completed by banks with collective investment funds and common trust funds with a total market value of less than $1 billion as of the preceding December 31 report date.
(Column A) Number of Funds |
(Column B) Market Value of Fund Assets |
|||||||||||||||||||
Dollar Amounts in Thousands |
RCON | Number | RCON | Amount | ||||||||||||||||
3. Collective investment funds and common trust funds |
||||||||||||||||||||
a. Domestic equity |
B931 | 3 | B932 | 391,000 | M.3.a. | |||||||||||||||
b. International/Global equity |
B933 | 1 | B934 | 167,000 | M.3.b. | |||||||||||||||
c. Stock/Bond blend |
B935 | 0 | B936 | 0 | M.3.c. | |||||||||||||||
d. Taxable bond |
B937 | 1 | B938 | 96,000 | M.3.d. | |||||||||||||||
e. Municipal bond |
B939 | 1 | B940 | 208,000 | M.3.e. | |||||||||||||||
f. Short-term investments/Money market |
B941 | 0 | B942 | 0 | M.3.f. | |||||||||||||||
g. Specialty/Other |
B943 | 0 | B944 | 0 | M.3.g. | |||||||||||||||
h. Total collective investment funds |
||||||||||||||||||||
(sum of Memorandum items 3.a through 3.g) |
B945 | 6 | B946 | 862,000 | M.3.h. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 85 of 87 RC-69 |
Schedule RC-TContinued
MemorandaContinued
(Column A) Gross Losses Managed Accounts |
(Column B) Gross Losses Non-Managed Accounts |
(Column C) Recoveries |
||||||||||||||||||||||||
Dollar Amounts in Thousands |
RIAD | Amount | RIAD | Amount | RIAD | Amount | ||||||||||||||||||||
4. Fiduciary settlements, surcharges, and other losses: |
||||||||||||||||||||||||||
a. Personal trust and agency accounts |
B947 | NA | B948 | NA | B949 | NA | M.4.a. | |||||||||||||||||||
b. Employee benefit and retirement-related trust and agency accounts |
B950 | NA | B951 | NA | B952 | NA | M.4.b. | |||||||||||||||||||
c. Investment management and investment advisory agency accounts |
B953 | NA | B954 | NA | B955 | NA | M.4.c. | |||||||||||||||||||
d. Other fiduciary accounts and related services |
B956 | NA | B957 | NA | B958 | NA | 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) |
B959 | NA | B960 | NA | B961 | NA | M.4.e. |
Person to whom questions about Schedule RC-TFiduciary and Related Services should be directed:
Scott Iacono, Director |
Name and Title (TEXT B962) |
Scott.Iacono@db.com |
E-mail Address (TEXT B926) |
212-250-8948 |
Area Code / Phone Number / Extension (TEXT B963) |
212-797-0541 |
Area Code / FAX Number (TEXT B964) |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 86 of 87 RC-70 |
Schedule RC-VVariable Interest Entities (1)
(Column A) | (Column B) | |||||||||||||||||
Securitization Vehicles | Other VIEs | |||||||||||||||||
Dollar Amounts in Thousands |
RCON | Amount | RCON | Amount | ||||||||||||||
1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs: |
||||||||||||||||||
a. Cash and balances due from depository institutions |
J981 | 0 | JF84 | 0 | 1.a. | |||||||||||||
b. Securities not held for trading |
HU20 | 0 | HU21 | 0 | 1.b. | |||||||||||||
c. Loans and leases held for investment, net of allowance, and held for sale |
HU22 | 0 | HU23 | 0 | 1.c. | |||||||||||||
d. Other real estate owned |
K009 | 0 | JF89 | 0 | 1.d. | |||||||||||||
e. Other assets |
JF91 | 0 | JF90 | 0 | 1.e. | |||||||||||||
2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: |
||||||||||||||||||
a. Other borrowed money |
JF92 | 0 | JF85 | 0 | 2.a. | |||||||||||||
b. Other liabilities |
JF93 | 0 | JF86 | 0 | 2.b. | |||||||||||||
3. All other assets of consolidated VIEs (not included in items 1.a through 1.e above) |
K030 | 0 | JF87 | 0 | 3. | |||||||||||||
4. All other liabilities of consolidated VIEs (not included in items 2.a and 2.b above) |
K033 | 0 | JF88 | 0 | 4. |
Dollar Amounts in Thousands |
RCON | Amount | ||||||
5. Total assets of asset-backed commercial paper (ABCP) conduit VIEs |
JF77 | 0 | 5. | |||||
6. Total liabilities of ABCP conduit VIEs |
JF78 | 0 | 6. |
1. | Institutions that have adopted ASU 2016-13 should report assets net of any applicable allowance for credit losses. |
06/2012
DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10019
|
||||
FFIEC 041 Page 87 of 87 RC-71 |
Optional Narrative Statement Concerning the Amounts
Reported in the Consolidated Reports of Condition and Income
The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Consolidated Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Consolidated Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in Schedule RI-E, item 2.g; Schedule RC-C, Part I, Memorandum items 17.a and 17.b; Schedule RC-O, Memorandum items 6 through 9, 14, 15, and 18; and Schedule RC-P, items 7.a and 7.b, is regarded as confidential and will not be made available to the public on an individual institution basis. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IDENTIFIED ABOVE, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the No comment box below and should make no entries of any kind in the space provided for the narrative statement; i.e., DO NOT enter in this space such phrases as No statement, Not applicable, N/A, No comment, and None.
The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed
750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the banks statement both on agency computerized records and in computer-file releases to the public.
All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statements accuracy.
If, subsequent to the original submission, material changes are submitted for the data reported in the Consolidated Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement appropriate to the amended data.
The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK.
RCON | Yes | No | ||||||||||
Comments? |
6979 | x |
BANK MANAGEMENT STATEMENT (please type or print clearly; 750 character limit):
(TEXT 6980)
06/2012
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Air Lease Corporation
(Exact Name of Registrant as Specified in its Charter)
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Securities Forward | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to be Paid |
Debt | Debt Securities(1) |
Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Equity | Preferred Stock, par value $0.01 per share |
Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Equity | Class A Common Stock, par value $0.01 per share |
Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Other | Warrants(4) | Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Equity | Depositary Shares | Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Other | Rights(5) | Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Other | Purchase Contracts(6) | Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees to be Paid |
Other | Units(7) | Rule 456(b) and Rule 457(r) | (2) | (2) | (2) | (3) | (3) | | | | | ||||||||||||
Fees Previously Paid |
| | | | | | | | | | | | ||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities |
| | | | | | | | | | | | ||||||||||||
Total Offering Amounts | (2) | (2) | ||||||||||||||||||||||
Total Fees Previously Paid | ||||||||||||||||||||||||
Total Fee Offsets | | |||||||||||||||||||||||
Net Fee Due | $0(3) |
(1) | Debt Securities to be issued pursuant to the indenture, dated November 20, 2018, by and between Air Lease Corporation and Deutsche Bank Trust Company Americas, as the trustee, as may be amended and supplemented from time to time. |
(2) | An unspecified aggregate initial offering price or amount of the securities of each identified class of securities is being registered as may, from time to time in one or more offerings, be offered and issued at indeterminate prices and amounts by Air Lease Corporation. The proposed maximum offering price per security will be determined by Air Lease Corporation in connection with, and at the time of, an offering by Air Lease Corporation of any of the securities registered hereby. The securities being registered hereunder include such indeterminate number of shares of Class A Common Stock, preferred stock and depositary shares and amount of debt securities as may be issued upon conversion of or exchange for Class A Common Stock, preferred stock, depositary shares or debt securities that provide for conversion or exchange, upon exercise of warrants or rights, or pursuant to the antidilution provisions of any such securities. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrants securities that become issuable by reason of any stock splits, stock dividends, recapitalizations or similar transactions. |
(3) | In accordance with Rules 456(b) and 457(r) of the Securities Act, Air Lease Corporation is deferring payment of all applicable registration fees of the securities being offered by Air Lease Corporation. Registration fees will be paid subsequently on a pay as you go basis. |
(4) | Warrants may be offered and issued by Air Lease Corporation representing rights to purchase debt securities, preferred stock, Class A Common Stock or depositary shares registered hereby. |
(5) | Rights may be offered and issued by Air Lease Corporation to purchase Class A Common Stock and/or any of the other securities registered hereby. |
(6) | Purchase contracts may be issued for the purchase and sale of any securities registered hereby. |
(7) | Units may be issued that may consist of any combination of the other securities registered hereby. |
1 Year Air Lease Chart |
1 Month Air Lease Chart |
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