Form S-3ASR NIKE INC

Form S-3ASR NIKE INC

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July 21, 2016 4:28 PM EDT

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As filed with the Securities and Exchange Commission on July 21, 2016

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NIKE, INC.

(Exact name of registrant as specified in its charter)


Oregon		93-0584541
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

(Address and telephone number of registrant’s principal executive offices)

John F. Coburn III

Vice President and Secretary

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

Copies to:

Bradley A. Bugdanowitz

James P. Barri

Goodwin Procter LLP

Three Embarcadero Center, 24th Floor

San Francisco, California 94111

(415) 733-6000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by the registrant.

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. x

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. x

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	x		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered		Amount to be Registered / Proposed Maximum Offering Price Per Unit / Proposed Maximum Aggregate Offering Price (1) / Amount of Registration Fee
Debt Securities		(2)
Total

(1)	Securities may be issued in U.S. dollars or the equivalent thereof in foreign currency or currency units.

(2)

Omitted pursuant to General Instructions II.E of Form S-3. The amount to be registered consists of an unspecified amount of the securities as may from time to time be offered at indeterminate prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee.

PROSPECTUS

LOGO

NIKE, Inc.

Debt Securities

This prospectus provides you with a general description of our debt securities which we may offer and sell from time to time. These debt securities may consist of notes, debentures or other types of debt. We will provide the specific terms of these debt securities in supplements to this prospectus. You should read this prospectus and any prospectus supplement carefully before you invest.

We may offer these debt securities directly to investors, through agents designated from time to time by us, or to or through underwriters or dealers. If any agents, underwriters, or dealers are involved in the sale of these debt securities, their names, and any applicable purchase price, fee, commission, or discount arrangement with, between, or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement.

Investing in our debt securities involves various risks. See “Risk Factors” on page 5, as well as the risk factors contained in documents we file with the Securities and Exchange Commission and which are incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) 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 July 21, 2016.

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		1
NIKE		1
WHERE YOU CAN FIND MORE INFORMATION		2
FORWARD-LOOKING STATEMENTS		3
RISK FACTORS		5
RATIO OF EARNINGS TO FIXED CHARGES		6
USE OF PROCEEDS		7
DESCRIPTION OF DEBT SECURITIES		8
PLAN OF DISTRIBUTION		17
LEGAL MATTERS		17
EXPERTS		17

ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we filed with the SEC as a “well-known seasoned issuer” as described in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration process. Under this shelf registration process, we may sell the debt securities described in this prospectus from time to time in one or more offerings. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities pursuant to this prospectus, we will provide a prospectus supplement that will contain specific information about that offering and the terms of the particular debt securities to be offered. The applicable prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

We have not authorized anyone to provide you with information other than that contained or incorporated by reference in this prospectus or any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated herein or therein by reference and any related free writing prospectus is accurate only as of its respective date. Our business, financial condition, results of operations and prospects may have changed materially since that date.

In this prospectus and any accompanying prospectus supplement, unless otherwise indicated, “NIKE,” the “Company,” “we,” “us” and “our” refer to NIKE, Inc. and its predecessors, subsidiaries and affiliates.

NIKE

Our principal business activity is the design, development and worldwide marketing and selling of athletic footwear, apparel, equipment, accessories and services. We are the largest seller of athletic footwear and athletic apparel in the world. We sell our products to retail accounts, through NIKE-owned retail stores and internet websites (which we refer to as our “Direct to Consumer” operations), and through a mix of independent distributors and licensees throughout the world. Virtually all of our products are manufactured by independent contractors. Practically all of our footwear and apparel products are produced outside the United States, while our equipment products are produced both in the United States and abroad. We were incorporated in 1967 under the laws of the state of Oregon. Our principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453, and our telephone number is (503) 671-6453. We maintain web sites at www.nike.com and at news.nike.com. Information contained in, or accessible through, our web sites is not incorporated into this prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect and copy, at prescribed rates, these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our filings are available over the internet at the SEC’s web site at www.sec.gov, as well as our web site at news.nike.com. However, the information on our web site is not a part of, or incorporated by reference in, this prospectus. You can inspect reports and other information we file at the office of the New York Stock Exchange, Inc., 11 Wall Street, New York, New York 10005.

We have filed a registration statement and related exhibits with the SEC under the Securities Act. The registration statement contains additional information about us and the securities. You may inspect the registration statement and exhibits without charge at the office of the SEC at 100 F Street, N.E., Washington, D.C. 20549, and you may obtain copies from the SEC at prescribed rates.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede that information. We incorporate by reference the following documents we filed with the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (SEC file number 1-10635) (other than information in such documents that is deemed not to be filed):

•

Annual Report on Form 10-K for the year ended May 31, 2016;

•

Current Report on Form 8-K filed on July 1, 2016 (only with respect to Item 5.02); and

•

all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the registration statement of which this prospectus is a part has been withdrawn (other than information in such documents that is deemed not to be filed).

Each person, including any beneficial owner, to whom a copy of this prospectus is delivered may request a copy of these filings (other than exhibits to such filings, unless such exhibits are specifically incorporated by reference herein) at no cost, by writing or telephoning us at the following address:

NIKE Investor Relations

One Bowerman Drive

Beaverton, Oregon 97005-6453

(503) 671-6453

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference into this prospectus and any prospectus supplement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result” or words or phrases of similar meaning. Forward-looking statements involve risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•

international, national and local general economic and market conditions;

•

the size and growth of the overall athletic footwear, apparel and equipment markets;

•

intense competition among designers, marketers, distributors and sellers of athletic footwear, apparel and equipment for consumers and endorsers;

•

demographic changes;

•

changes in consumer preferences;

•

popularity of particular designs, categories of products and sports;

•

seasonal and geographic demand for our products;

•

difficulties in anticipating or forecasting changes in consumer preferences, consumer demand for our products and the various market factors described above;

•

difficulties in implementing, operating and maintaining our increasingly complex information systems and controls, including, without limitation, the systems related to demand and supply planning and inventory control;

•

interruptions in data and information technology systems;

•

consumer data security;

•

fluctuations and difficulty in forecasting operating results, including, without limitation, the fact that advance “futures” orders may not be indicative of future revenues due to changes in shipment timing, the changing mix of futures and at-once orders, and discounts, order cancellations, and returns;

•

our ability to sustain, manage or forecast our growth and inventories;

•

the size, timing and mix of purchases of our products;

•

increases in the cost of materials, labor and energy used to manufacture products, new product development and introduction;

•

the ability to secure and protect trademarks, patents and other intellectual property;

•

product performance and quality;

•

customer service;

•

adverse publicity;

•

the loss of significant customers or suppliers;

•

dependence on distributors and licensees;

•

business disruptions;

•

increased costs of freight and transportation to meet delivery deadlines;

•

increases in borrowing costs due to any decline in our debt ratings;

•

changes in business strategy or development plans;

•

general risks associated with doing business outside the United States, including without limitation, exchange rate fluctuations, import duties, tariffs, quotas, political and economic instability and terrorism;

•

changes in government regulations;

•

the impact of, including business and legal developments relating to, climate change;

•

natural disasters;

•

liability and other claims asserted against us;

•

the ability to attract and retain qualified personnel; and

•

the effects of any decision by us to invest in or divest ourselves of businesses.

For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors,” including the risks incorporated therein, from our most recent Annual Report on Form 10-K, as updated by our subsequent filings, including filings we make after the date of this prospectus.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

RISK FACTORS

Investment in any debt securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference from our most recent Annual Report on Form 10-K, any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act that are incorporated by reference herein, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered debt securities. Please also refer to the section above entitled “Forward-Looking Statements.”

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the periods indicated are as follows:


	Fiscal Year Ended May 31,
	2016		2015		2014		2013		2012
Ratio of earnings to fixed charges⁽¹⁾		34.0		36.3		32.9		46.9		42.2

(1)

In accordance with SEC rules and regulations, for purposes of computing the ratios of earnings to fixed charges, earnings represent income from operations before fixed charges and taxes, and is inclusive of capitalized interest, net of amortization. Fixed charges represent interest on indebtedness, amortization of debt discount and one-tenth of rental expense which is deemed to be a reasonable approximation of the interest factor of operating leases. Interest expense includes interest both expensed and capitalized. Interest expense does not include interest related to uncertain tax positions.

USE OF PROCEEDS

Unless we indicate otherwise in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes, which may include, but are not limited to, discharging or refinancing of debt, working capital, capital expenditures, share repurchases, as yet unplanned acquisitions of assets or businesses and investments in subsidiaries.

DESCRIPTION OF DEBT SECURITIES

We may offer debt securities under this prospectus. The following description summarizes the general terms and provisions of the debt securities. We will describe the specific terms of the debt securities and the extent, if any, to which the general provisions summarized below apply to any series of debt securities in the prospectus supplement relating to the series and any applicable free writing prospectus that we authorize to be delivered.

We may issue debt securities from time to time, in one or more series, under an indenture between us and Deutsche Bank Trust Company Americas, as trustee, entered into on April 26, 2013, as supplemented by any applicable supplemental indenture entered into concurrently with the issuance of the debt securities in a particular offering. The indenture is filed as an exhibit to the registration statement of which this prospectus forms a part. This prospectus briefly outlines some of the provisions of the indenture. The following summary of the material provisions of the indenture is qualified in its entirety by the provisions of the indenture, including definitions of certain terms used in the indenture. Wherever we refer to particular sections or defined terms of the indenture, those sections or defined terms are incorporated by reference in this prospectus or the applicable prospectus supplement. You should review the indenture that is filed as an exhibit to the registration statement of which this prospectus forms a part for additional information.

The indenture does not limit the amount of debt securities that we may issue. The indenture provides that debt securities may be issued up to an aggregate principal amount authorized from time to time by us and may be payable in any currency or currency unit designated by us in the indenture or in amounts determined by reference to an index.

As used in this section of the prospectus, the terms “we,” “us” and “our” refer only to NIKE, Inc. and not to any of our existing or future subsidiaries.

General

Unless otherwise described in an applicable prospectus supplement, the debt securities will constitute our unsecured and unsubordinated general obligations and will rank pari passu with our other unsecured and unsubordinated obligations from time to time outstanding. Any secured debt or other secured obligations will be effectively senior to the debt securities to the extent of the value of the assets securing such debt or other obligations.

The applicable prospectus supplement will describe any additional or different terms of the debt securities being offered, including the following terms, as applicable:

•

the title of the debt securities;

•

any limit upon the aggregate principal amount of the debt securities;

•

the percentage of their principal amount (i.e., price) at which the debt securities will be issued;

•

the date or dates on which the principal and premium, if any, of the debt securities is payable;

•

the rate or rates (which may be fixed or variable) at which the debt securities will bear interest, or the manner of calculating such rate or rates, if applicable;

•

the date or dates from which such interest will accrue, the interest payment dates on which such interest will be payable or the manner of determination of such interest payment dates, and the related record dates;

•

any trustees, authenticating agents or paying agents, if different from those set forth in this prospectus;

•

the right, if any, to extend the interest payment periods or defer the payment of interest and the duration of that extension or deferral;

•

the period or periods within which, the price or prices at which and the terms and conditions upon which debt securities may be redeemed, in whole or in part, at our option;

•

our obligation, if any, to redeem, purchase or repay debt securities pursuant to any sinking fund or analogous provisions at the option of a holder thereof;

•

the form of the debt securities;

•

if other than denominations of $2,000 or any integral multiple of $1,000 in excess thereof, the denominations in which the debt securities will be issuable;

•

the currencies and/or currency units in which payment of the principal of, and premium, if any, and interest on, the debt securities will be payable;

•

if the principal amount payable at the stated maturity of the debt securities will not be determinable as of any one or more dates prior to such stated maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose;

•

the terms of any repurchase or remarketing rights;

•

whether the debt securities will be issued in global form, the terms upon which the debt securities will be exchanged for definitive form, the depositary for the debt securities and the form of legend;

•

if other than the principal amount thereof, the portion of the principal amount of the debt securities which shall be payable upon declaration of acceleration of the maturity thereof;

•

any restrictive covenants or events of default in addition to or in lieu of those set forth in this prospectus;

•

any provisions granting special rights to holders when a specified event occurs;

•

if the amount of principal or any premium or interest on the debt securities may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined;

•

any special tax implications of the debt securities;

•

whether and upon what terms the debt securities may be defeased if different from the provisions set forth in this prospectus;

•

with regard to the debt securities that do not bear interest, the dates for certain required reports to the applicable trustee; and

•

any and all additional, eliminated or changed terms that will apply to the debt securities.

Certain Covenants

The indenture contains certain covenants regarding, among other matters, corporate existence and reports to holders of debt securities. Unless we indicate otherwise in a prospectus supplement, the debt securities will not contain any additional financial or restrictive covenants, including covenants relating to total indebtedness, interest coverage, stock repurchases, recapitalizations, dividends and distributions to shareholders or current ratios. The provisions of the indenture do not afford holders of debt securities issued thereunder protection in the event of a sudden or significant decline in our credit quality or in the event of a takeover, recapitalization or highly leveraged or similar transaction involving us or any of our affiliates that may adversely affect such holders except to the extent set forth therein if such transaction complies with “—Consolidation, Merger and Sale of Assets.”

Consolidation, Merger and Sale of Assets

Unless we indicate otherwise in a prospectus supplement, we will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of our and our subsidiaries’ property and assets, taken as a whole, to another Person (as defined in the indenture) unless:

•

(x) the person (if other than us) formed by such consolidation, merger, sale, conveyance, transfer or lease or disposition (the “Surviving Person”) shall be a corporation or other entity organized and validly existing under the laws of the United States of America or any jurisdiction thereof, (y) if such Surviving Person is not a corporation, a co-obligor of the debt securities (a “Co-Obligor”) is a corporation organized and validly existing under the laws of the United States of America or any jurisdiction thereof, and (z) such Surviving Person and, if applicable, Co-Obligor (if other than us) shall expressly assume, by a supplemental indenture, executed and delivered to the trustee, all of our obligations under the indenture and the debt securities;

•

immediately after giving effect to such transaction, no Default or Event of Default (each as defined in the indenture) shall have occurred and be continuing; and

•

we deliver to the trustee an officer’s certificate and opinion of counsel, in each case stating that any such supplemental indenture complies with this provision and that all conditions precedent provided for in the indenture or any applicable supplemental indenture relating to such transaction have been complied with.

The restrictions in the second and third bullets shall not apply to:

•

the merger or consolidation of us with an affiliate of ours if our board of directors determines in good faith that the purpose of such transaction is principally to change our jurisdiction of incorporation or convert our form of organization to another form; or

•

the merger of us with or into a single direct or indirect wholly owned subsidiary of ours pursuant to Section 251(g) (or any successor provision) of the General Corporation Law of the State of Delaware (or similar provision of our state of incorporation).

The Surviving Person will succeed to, and be substituted for, us under the indenture and the debt securities and, except in the case of a lease, we shall be released of all obligations under the indenture and the debt securities.

No Protection in the Event of a Change of Control

Unless we indicate otherwise in a prospectus supplement with respect to a particular series of debt securities, the debt securities will not contain any provisions that may afford holders of the debt securities protection in the event we have a change of control, any recapitalization transaction or in the event of a highly leveraged transaction (whether or not such transaction results in a change of control).

Events of Default

The indenture defines an Event of Default with respect to any series of debt securities issued pursuant to the indenture. Events of Default on the debt securities are any of the following:

•

default in the payment of any interest on debt securities when it becomes due and payable, and the continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by us with the trustee or a paying agent prior to the expiration of such 30-day period);

•

default in the payment of the principal of, or any premium on, debt securities when due and payable;

•

default in the performance or breach of any other covenant by us in the indenture (other than a covenant that has been included in the indenture solely for the benefit of another series of debt securities), which default continues uncured for a period of 90 days after we receive, by registered or certified mail, written notice from the trustee or we and the trustee receive, by registered or certified mail, written notice from the holders of not less than 25% in principal amount of the debt securities of the affected series outstanding as provided in the indenture;

•

certain events in bankruptcy, insolvency or reorganization with respect to us; and

•

any other Event of Default provided for in such series of debt securities as may be specified in the applicable prospectus supplement.

An Event of Default under one series of debt securities issued pursuant to the indenture does not necessarily constitute an Event of Default under any other series of debt securities. The indenture provides that the trustee may withhold notice to the holders of any series of debt securities issued thereunder of any default (other than payment defaults of which it has knowledge) if it in good faith determine it is in the interest of such holders to do so.

Remedies If an Event of Default Occurs

The indenture provides that if an Event of Default has occurred with respect to a series of debt securities and has not been cured, the trustee or the holders of not less than 25% in principal amount of the debt securities of that series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. If an Event of Default occurs because of certain events in bankruptcy, insolvency or reorganization with respect to us, the principal amount of all the debt securities will be automatically accelerated, without any action by the trustee or any holder. At any time after the principal of a series of debt securities shall have been declared due and payable, and before any judgment or decree for the payment of the amount due shall have been obtained or entered for such series of debt securities as provided in the indenture, the

holders of a majority in aggregate principal amount of the debt securities of the affected series may by written notice to us and the trustee may, on behalf of the holders of the debt securities of the affected series, rescind and annul such acceleration and its consequences if:

•

we have paid or caused to be paid or deposited with the trustee an amount sufficient to pay all matured installments of interest upon the series of debt securities and the principal of and premium, if any, on the series of debt securities that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any, and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate expressed in the series of debt securities to the date of such payment or deposit); and

•

any and all Events of Default under the indenture with respect to such series, other than the nonpayment of principal on the series of debt securities that shall have become due solely by such declaration of acceleration, shall have been remedied or waived as provided in the indenture.

The indenture provides that, except during the continuance of an Event of Default, the trustee is to perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the trustee must exercise such rights and powers vested in it as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of the notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

•

you must give the trustee written notice that an Event of Default has occurred and remains uncured;

•

the holders of not less than 25% in principal amount of all outstanding debt securities of the affected series must make a written request that the trustee take action because of the Event of Default, and must offer indemnity reasonably satisfactory to the trustee against the costs, expenses and other liabilities of taking that action; and

•

the trustee must have failed to take action for 60 days after receipt of the above notice and offer of indemnity and during such 60-day period, the trustee has not received a contrary instruction from holders of a majority in principal amount of all outstanding debt securities.

However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date of that payment.

We will furnish to the trustee every year a written statement of an executive officer certifying that to his or her knowledge we are in compliance with the indenture and the debt securities, or else specifying any default. Additionally, upon becoming aware of any default, we will deliver a statement specifying such default to the trustee within thirty (30) days.

Satisfaction and Discharge

The indenture will automatically cease to be of further effect as to any series of debt securities and the trustee, upon our demand and at our expense, will execute appropriate instruments acknowledging the satisfaction and discharge of the indenture with respect to such series upon compliance with the following conditions:

(1)

either

•

our having delivered or caused to be delivered to the trustee for cancellation all debt securities of a series theretofore authenticated under the indenture other than any debt securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in the indenture;

•

all debt securities of any series outstanding under the indenture not theretofore delivered to the trustee for cancellation shall have become due and payable or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee and we shall have deposited with the trustee sufficient cash, U.S. government or U.S. government agency notes or bonds, or a combination thereof, that will generate sufficient funds to pay, at maturity or upon redemption, all such debt securities of any series outstanding under the indenture; or

•

our having properly fulfilled any other means of satisfaction and discharge that may be set forth in the terms of the debt securities of such series;

(2)

our having paid all sums payable by us under the indenture, as and when the same shall be due and payable; and

(3)

our having delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions relating to the satisfaction and discharge of the indenture have been satisfied.

Defeasance

Unless the applicable prospectus supplement provides otherwise, the following discussion of legal defeasance and discharge and covenant defeasance will apply to any series of debt securities issued under the indenture.

Full Defeasance

We can legally release ourselves from any payment or other obligations on the debt securities of any series (called “full defeasance”) if the following conditions are met:

•

we deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series a combination of cash or U.S. government or U.S. government agency notes or bonds that will generate sufficient funds to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates;

•

there is a change in current U.S. federal income tax law or an IRS ruling that permits us to make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due;

•

we deliver to the trustee an opinion of counsel confirming the tax law change or ruling described above;

•

we deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to such full defeasance have been fulfilled; and

•

no Event of Default shall have occurred and be continuing, and no event which with notice or lapse of time or both would become an Event of Default shall have occurred and be continuing, on the date of such deposit.

If we ever accomplished full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the event of any shortfall.

However, even if we make the deposit in trust and deliver an opinion as discussed above, a number of our obligations relating to the debt securities will remain. These include, among others, our obligations to:

•

replace mutilated, destroyed, lost or stolen debt securities;

•

maintain paying agencies; and

•

hold money for payment in trust.

Purchasers of the debt securities should consult their own advisers with respect to the tax consequences to them of any deposit and discharge, including the applicability and effect of tax laws other than the U.S. federal income tax law.

Covenant Defeasance

Without any change in current U.S. federal income tax law, we can make the same type of deposit described above and be released from some of the covenants on the debt securities of any series. This is called “covenant defeasance.” In that event, you would lose the protection of those covenants but would gain the protection of having money and securities set aside in trust to repay the debt securities. In order to achieve covenant defeasance, the following conditions must be met:

•

we deposit in trust for your benefit and the benefit of all other direct holders of the debt securities of the same series a combination of cash, U.S. government or U.S. government agency notes or bonds that will generate sufficient funds to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates;

•

we deliver to the trustee an opinion of counsel confirming that under current U.S. federal income tax law we may make the above deposit and be released from the relevant covenants without causing you to be taxed on the debt securities any differently than if we did not make the deposit and were not released from the covenants and instead repaid the debt securities ourselves when due;

•

we deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to such full defeasance have been fulfilled; and

•

If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit. In fact, if one of the Events of Default occurred (such as our bankruptcy) and the debt securities become immediately due and payable, there may be such a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Modification and Waiver

There are three types of changes we can make to the indenture.

Changes Requiring Approval of the Holder

First, there are changes that cannot be made to the debt securities without specific approval of the holder affected thereby. The following is a list of those types of changes:

•

reduce the percentage in principal amount of debt securities of a series, the consent of whose holders is required to amend, modify or supplement, or waive compliance with, the indenture or the terms of the debt securities of such series;

•

reduce the rate of or change the time for payment of interest on the debt securities;

•

reduce the principal payable on or change the stated maturity of the debt securities of any series;

•

reduce any premium payable on the redemption of any debt security;

•

change the terms of or waive any redemption provisions;

•

change the currency in which principal, any premium or interest is paid on any debt security;

•

impair the holder’s right to institute suit for the enforcement of any payment on any debt security; or

•

waive a continuing default or event of default regarding any payment on the debt securities.

Changes Not Requiring Approval

The second type of change does not require any approval of or vote by holders of the debt securities. This type is limited to the following types of changes:

•

cure any ambiguity, omission, defect or inconsistency as evidenced in an officer’s certificate;

•

make any change that does not adversely affect the rights of any holder of outstanding debt securities in any material respect;

•

comply with covenants in the indenture regarding consolidation, merger and sale of assets;

•

provide for uncertificated debt securities in addition to or in place of certificated debt securities;

•

add to our covenants or add any additional Events of Default for the benefit of any series of debt securities, to surrender any of our rights under the indenture, secure or guarantee the obligations under any series of the debt securities or add an additional obligor of the debt securities;

•

provide for the issuance of debt securities and establish the form, terms and conditions of any series, or issue additional debt securities of any series;

•

to change or eliminate any of the provisions of the indenture; provided that any such change or elimination shall not become effective with respect to any outstanding debt security of any series created prior to such change or elimination;

•

to facilitate the defeasance and discharge of any series of debt securities otherwise in accordance with the defeasance provisions of the indenture; provided that any such action does not adversely affect the rights of any holder of outstanding debt securities of such series in any material respect;

•

evidence and provide for a successor trustee; and

•

comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

We may also make changes that affect only debt securities to be issued under the indenture at any time after the changes take effect without the approval of holders of debt securities previously issued under the indenture. We may make changes or obtain waivers that affect only certain series of debt securities without the approval of holder of unaffected debt securities under the indenture.

Changes Requiring a Majority Vote

Any other change to the indenture and the debt securities would require the following approval:

•

if the change affects only debt securities of one series, it must be approved by the holders of a majority in outstanding principal amount of the debt securities of that series;

•

if the change affects the debt securities as well as the debt securities of one or more other series issued under the indenture, it must be approved by the holders of a majority in outstanding principal amount of each series of debt securities affected by the change; and

•

in each case, the required approval must be given by written consent.

The same vote would be required for us to obtain a waiver of a past default. However, we cannot obtain a waiver of a payment default or a waiver with respect to any other aspect of the indenture and the debt securities listed in the first category described previously under “Changes Requiring Approval of the Holder” unless we obtain your individual consent to the waiver.

Further Details Concerning Voting

The debt securities will not be considered outstanding, and therefore will not be eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption. The debt securities will also not be eligible to vote if they have been fully defeased as described above under “—Defeasance—Full Defeasance.”

We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are entitled to vote or take other action under the indenture. In certain limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee sets a record date for a vote or other action to be taken by holders of debt securities, that vote or action may be taken only by persons who are holders of outstanding debt securities on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it set the record date). We may shorten this period from time to time.

Form, Exchange and Transfer

Each senior debt security will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of debt securities. Unless the applicable prospectus supplement provides otherwise, certificated debt securities will be issued in definitive form and global securities will be issued in registered form. Definitive debt securities name you or your nominee as the owner of the senior debt security, and in order to transfer or exchange

these debt securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the debt securities to the trustee, registrar, paying agent or other agent, as applicable. Global debt securities name a depositary or its nominee as the owner of the debt securities represented by these global debt securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the debt securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

We may issue the registered debt securities of a series in whole or in part in the form of one or more fully registered global debt securities that will be deposited with a depositary or its nominee identified in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global debt securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the debt securities to be represented by registered global securities. Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors to the depositary or those nominees.

Any specific terms of the depositary arrangement with respect to any debt securities to be represented by a registered global security will be described in the prospectus supplement relating to those debt securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the debt securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the debt securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of debt securities take physical delivery of these debt securities in definitive form. These laws may limit your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the debt securities represented by the registered global security for all purposes under the indenture. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the debt securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the debt securities in definitive form and will not be considered the owners or holders of the debt securities under the indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the indenture. The depositary may grant proxies and otherwise authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a holder is entitled to give or take under the applicable indenture. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Unless otherwise indicated in a prospectus supplement, principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of us, the trustees, or any agent of ours or agent of the trustees will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the debt securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying debt securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case with the debt securities held for the accounts of customers or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of the debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue debt securities in definitive form in exchange for the registered global security that had been held by the depositary. Any debt securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

No Personal Liability of Incorporators, Shareholders, Officers or Directors

The indenture provides that no recourse shall be had under any obligation, covenant or agreement of ours in the indenture or in any of the debt securities or because of the creation of any indebtedness represented thereby, against any of our incorporators, shareholders, officers or directors, past, present or future, or any predecessor or successor entity thereof under any law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. Each holder, by accepting the debt securities, waives and releases all such liability.

Concerning the Trustee

The trustee has been appointed by us as paying agent, registrar and custodian under the indenture. The trustee or its affiliates may from time to time in the future provide banking and other services to us in exchange for a fee.

The indenture and the provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee thereunder, should it become a creditor of ours or any of our subsidiaries, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate such conflict or resign.

Unclaimed Funds

All funds deposited with the trustee or any paying agent for the payment of principal, interest, premium or additional amounts in respect of the debt securities that remain unclaimed for a period ending on the earlier of 10 business days prior to the date the money would be turned over to the applicable state and two years after the date upon which the principal of, or premium, if any, or interest on such debt securities shall have become due and payable will be repaid to us. Thereafter, any right of any holder of debt securities to such funds shall be enforceable only against us, and the trustee and paying agent will have no liability therefor.

Governing Law

The indenture and the debt securities is governed by, and construed in accordance with, the laws of the State of New York.

PLAN OF DISTRIBUTION

We may sell securities to or through underwriters and also may sell securities directly to other purchasers, brokers, dealers or through agents.

We may distribute the securities 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; or

•

at negotiated prices.

In connection with the sale of securities, we, or the purchasers of securities for whom the underwriters may act as agents, may compensate underwriters in the form of discounts, concessions or commissions. Underwriters 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 whom they may act as agent. Underwriters, dealers and agents participating in the distribution of securities may be deemed to be underwriters under the Securities Act, and any discounts or commissions they receive from us and any profit they realize on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act.

We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement. The applicable prospectus supplement will set forth whether or not an underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids. We will describe in the applicable prospectus supplement any compensation we pay to underwriters or agents in connection with the offering of securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers.

We may enter into agreements to indemnify underwriters, dealers and agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

John F. Coburn III, NIKE’s Vice President and Secretary, has issued an opinion regarding certain matters of Oregon law for NIKE. Goodwin Procter LLP has issued an opinion about certain legal matters with respect to the validity of the debt securities covered by this prospectus for NIKE.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended May 31, 2016 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution


Securities and Exchange Commission registration fee	$	*
Printing expenses		**
Trustee fees and expenses		**
Legal fees and expenses		**
Accounting fees and expenses		**
Rating agency fees		**
Miscellaneous		**

Total	$	**

*	In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of the registration fee for the securities offered by this prospectus.

**	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15. Indemnification of Directors and Officers

The Oregon Business Corporation Act (the “OBCA”) permits a corporation to include in its articles of incorporation a provision indemnifying a director if (a) the conduct of the individual was in good faith; (b) the individual reasonably believed that the individual’s conduct was in the best interests of the corporation, or at least not opposed to the corporation’s best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual’s conduct was unlawful. In addition, the OBCA provides that, unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceedings. The Company’s articles of incorporation do not limit such right of indemnification. Section 60.411 of the OBCA also provides that a corporation has the power to purchase and maintain insurance on behalf of an individual against any liability asserted against or incurred by the individual who is or was a director, officer, employee or agent of the corporation or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, even if the corporation had no power to indemnify the individual against such liability under the provisions of Sections 60.391 or 60.394 of the OBCA.

Article VIII of the Restated Articles of Incorporation of the Company provides as follows:

A. The Corporation shall have the power to indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to, witness in, or otherwise involved in, any action, suit or proceeding, whether civil, criminal, administrative, investigative, legislative, formal or informal, internal or external or otherwise (including an action, suit or proceeding by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, employee or agent or as a fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust, or other enterprise. Any indemnification provided pursuant to this Article VIII shall not be exclusive of any rights to which the person indemnified may otherwise be entitled under any articles of incorporation, bylaw, agreement, statute, policy of insurance, vote of shareholders or Board of Directors, or otherwise, which exists at or subsequent to the time such person incurs or becomes subject to such liability and expense.

B. To the fullest extent not prohibited by law, no director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director. No amendment or repeal of this Article VIII, nor the adoption of any provision of these Restated Articles of Incorporation inconsistent with this Article VIII, nor a change in the law, shall adversely affect any right or protection that is based upon this Paragraph B and pertains to conduct that occurred prior to the time of such amendment, repeal, adoption or change. No change in the law shall reduce or eliminate the rights and protections set forth in this Paragraph B unless the change in the law specifically requires such reduction or elimination. If the Oregon Business Corporation Act is amended after this Article VIII becomes effective to authorize corporate action further eliminating or limiting the personal liability of directors of the Corporation, then the liability of directors of the Corporation shall be eliminated or limited to the fullest extent not prohibited by the Oregon Business Corporation Act as so amended.

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Article 9 of the Company’s Third Restated Bylaws (the “Company’s Bylaws”) provides for indemnification of the Company’s officers and directors to the fullest extent permitted by law. However, the Company is not obligated to make any indemnification in connection with any claim made against any director or officer (i) for which payment is required to be made to or on behalf of the director or officer under any insurance policy, except with respect to any excess amount to which the director or officer is entitled beyond the amount of payment under such insurance policy, (ii) if a court having jurisdiction in the matter finally determines that such indemnification is not lawful under any applicable statute or policy, (iii) any proceeding initiated by the director or officer, or any proceeding by the director or officer against the Company or its directors, officers, employees or other persons entitled to be indemnified by the Company, unless the Company is expressly required by law to make the indemnification or certain other requirements are met, or (iv) for an accounting of profits made from the purchase and sale by the director or officer of securities of the Company within the meaning of Section 16(b) of the Exchange Act, or similar provision of any state statutory law or common law. Article 9, Section(k) of the Company’s Bylaws provides that the Company may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to Article 9 upon approval by the Company’s Board of Directors.

The Company has entered into indemnity agreements with all directors and executive officers of the Company relating to their positions as such. The agreements provide generally that the Company will indemnify the party thereto for liability arising from third-party proceedings, for proceedings by or in the right of the Company and otherwise to the fullest extent not prohibited by law, subject to certain exclusions. The Company also maintains liability insurance for directors and officers of the Company acting within their capacities as such.

Item 16. Exhibits


Exhibit Number		Description

1.1*		Form of Underwriting Agreement.

4.1		Indenture (including form of note), dated April 26, 2013, between NIKE, Inc., as Issuer, and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 26, 2013).

5.1		Opinion of Goodwin Procter LLP.

5.2		Opinion of John F. Coburn III.

12.1		Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to the Company’s Annual Report on Form 10-K, filed on July 21, 2016).

23.1		Consent of PricewaterhouseCoopers LLP.

23.2		Consent of Goodwin Procter LLP (included in Exhibit 5.1).

23.3		Consent of John F. Coburn III (included in Exhibit 5.2).

24.1		Powers of Attorney (included on the signature page).

25.1		Statement of Eligibility of Trustee on Form T-1.

*	To be filed by amendment or by report on Form 8-K pursuant to Regulation S-K, Item 601(b).

Item 17. Undertakings

(a) We hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of 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 Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(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 (i), (ii) and (iii) above 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 Securities and Exchange Commission by the registrant pursuant to Section13 or Section15(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, 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 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 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.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s 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 plan’s 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 the securities at that time shall be deemed to be the initial bona fide offering thereof.

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(7) 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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 Beaverton, Oregon, on July 21, 2016.


NIKE, INC.

By:		/S/ MARK G. PARKER
		Mark G. Parker Chairman, President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints John F. Coburn III as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/S/ MARK G. PARKER Mark G. Parker	Chairman, President and Chief Executive Officer (Principal Executive Officer)	July 21, 2016

/S/ ANDREW CAMPION Andrew Campion	Chief Financial Officer (Principal Financial Officer)	July 21, 2016

/S/ ELIZABETH J. COMSTOCK Elizabeth J. Comstock	Director	July 21, 2016

/S/ JOHN G. CONNORS John G. Connors	Director	July 21, 2016

/S/ JOHN J. DONAHOE II John J. Donahoe II	Director	July 21, 2016

/S/ TIMOTHY D. COOK Timothy D. Cook	Director	July 21, 2016

/S/ ALAN B. GRAF, JR. Alan B. Graf, Jr.	Director	July 21, 2016

/S/ TRAVIS A. KNIGHT Travis A. Knight	Director	July 21, 2016

/S/ JOHN C. LECHLEITER John C. Lechleiter	Director	July 21, 2016

/S/ MICHELLE A. PELUSO Michelle A. Peluso	Director	July 21, 2016


Signature	Title	Date

/S/ JOHNATHAN A. RODGERS Johnathan A. Rodgers	Director	July 21, 2016

/S/ JOHN R. THOMPSON, JR. John R. Thompson, Jr.	Director	July 21, 2016

/S/ PHYLLIS M. WISE Phyllis M. Wise	Director	July 21, 2016

Exhibit 5.1

LOGO

July 21, 2016

NIKE, Inc.

One Bowerman Drive

Beaverton, Oregon 97005-6453

Re: Securities Being Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of debt securities (“Debt Securities”) of NIKE, Inc., an Oregon corporation (the “Company”). The Debt Securities may be issued in an unspecified principal amount. The Registration Statement provides that the Debt Securities may be offered in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements to the prospectus contained in the Registration Statement.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

We have assumed for purposes of our opinion certain matters with respect to the Company, including the valid existence, good standing, power and authority of the Company.

The opinion set forth below is limited to the law of New York. Without limiting the generality of the foregoing, we express no opinion with respect to (i) state securities or “blue sky” laws, or (ii) state or federal antitrust laws.

For purposes of the opinion set forth below, we refer to the following as the “Future Authorization and Issuance” of the Debt Securities: (a) the authorization by the Company of the amount, terms and issuance of such Debt Securities (the “Authorization”); (b) the authorization, execution and delivery of the indenture or a supplemental indenture relating to such Debt Securities by the Company and the trustee thereunder and/or (c) the establishment of the terms of such Debt Securities by the Company in conformity with the applicable indenture or supplemental indenture and applicable law, and (d) the execution, authentication and issuance of such Debt Securities in accordance with the applicable indenture or supplemental indenture, applicable law and the Authorization therefor upon the receipt by the Company of the consideration to be paid therefor in accordance with the Authorization.

NIKE, Inc.

July 21, 2016

Page 2

Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that upon the Future Authorization and Issuance of Debt Securities, such Debt Securities will be valid and binding obligations of the Company.

Our opinion set forth above is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, fair dealing and unconscionability), regardless of whether considered in a proceeding in equity or law.

This opinion letter and the opinions it contains shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Business Lawyer 831 (May 1998).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not 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 thereunder.

Very truly yours,

/S/ Goodwin Procter LLP

GOODWIN PROCTER LLP

Exhibit 5.2

[NIKE Letterhead]

July 21, 2016

NIKE, Inc.

One Bowerman Drive

Beaverton, Oregon 97005-6453

Re: Securities Being Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the filing of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of debt securities (“Debt Securities”) of NIKE, Inc., an Oregon corporation (the “Company”). The Debt Securities may be issued in an unspecified principal amount. The Registration Statement provides that the Debt Securities may be offered in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements to the prospectus contained in the Registration Statement.

I have reviewed such documents and have made such examination of law as I have deemed appropriate to give the opinions set forth below. I have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

The opinions set forth below are limited to Oregon law. Without limiting the generality of the foregoing, I express no opinion with respect to (i) state securities or “blue sky” laws, or (ii) state or federal antitrust laws.

For purposes of the opinions set forth below, I refer to the authorization by the board of directors of the Company, or a duly authorized committee thereof (the “Board”), of the amount, terms and issuance of such Debt Securities, in accordance with and not in violation of Oregon law, the Company’s restated articles of incorporation, as amended, the Company’s by-laws and the resolutions adopted by the Board relating to the registration of the Debt Securities as the “Future Authorization” of the Debt Securities.

Based on the foregoing, it is my opinion that:

(1) The Company is validly existing as a corporation under the laws of the State of Oregon and has the corporate power to execute and deliver the Debt Securities and to perform its obligations thereunder.

(2) Upon the Future Authorization of the Debt Securities, the issuance of the Debt Securities will be duly authorized.

NIKE, Inc.

July 21, 2016

Page 2

I hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to my name under the caption “Legal Matters” in the Registration Statement. In giving my consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/S/ John F. Coburn III

John F. Coburn III, Esq.

Vice President and

Secretary

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated July 21, 2016 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in NIKE, Inc.’s Annual Report on Form 10-K for the year ended May 31, 2016. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

July 21, 2016

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.)

60 WALL STREET
NEW YORK, NEW YORK		10005
(Address of principal executive offices)		(Zip Code)

Deutsche Bank Trust Company Americas

Attention: Catherine Wang

Legal Department

60 Wall Street, 36th Floor

New York, New York 10005

(212) 250 – 7544

(Name, address and telephone number of agent for service)

NIKE, INC

(Exact name of obligor as specified in its charter)


Oregon		93-0584541
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Bowerman Drive
Beaverton, Oregon		97005-6453
(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.

N/A

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, copies attached.

Exhibit 2 -		Certificate of Authority to commence business, copy attached.

Exhibit 3 -		Authorization of the Trustee to exercise corporate trust powers, copy attached.

Exhibit 4 -		Existing By-Laws of Deutsche Bank Trust Company Americas, dated July 24, 2014, copy attached.



Exhibit 5 -		Not applicable.

Exhibit 6 -		Consent of Bankers Trust Company required by Section 321(b) of the Act, copy attached.

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 July day of 12, 2016.


DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:	/s/ Carol Ng
		Name: Carol Ng
		Title: Vice President

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law,” dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.

Witness, my hand and official seal of the Banking Department at the City of New York, this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight.

Deputy Superintendent of Banks.

RESTATED

ORGANIZATION

CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8007

Of the Banking Law

Bankers Trust Company

130 Liberty Street

New York, N.Y. 10006

RESTATED ORGANIZATION CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8007 of the Banking Law.

We, James T. Byrne, Jr. and Lea Lahtinen being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.

3. The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein set forth in full, to wit:

“CERTIFICATE OF ORGANIZATION

BANKERS TRUST COMPANY

KNOW ALL MEN BY THESE PRESENTS That we, the undersigned, JAMES A. BLAIR, JAMES G. CANNON, E. C. CONVERSE, HENRY P. DAVISON, GRANVILLE W. GARTH, A. BARTON HEPBURN, WILLIAM LOGAN, GATES W. MCGARRAH, GEORGE W. PERKINS, WILLIAM H. PORTER, JOHN F. THOMPSON, ALBERT H. WIGGIN, SAMUEL WOOLVERTON and EDWARD F. C. YOUNG, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:

I. The name by which the said corporation shall be known is Bankers Trust Company.

II. The place where its business is to be transacted is the City of New York, in the State of New York.

III. Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.

(a)

Common Stock

1. Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.

2. Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.

3. Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

4. Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.

(b)

Series Preferred Stock

1. Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, but without limiting the generality of the foregoing, the following:

(i) The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;

(ii) The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;

(iii) Whether or not the shares of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;

(iv) The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v) The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;

(vi) Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and

(vii) Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.

All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (i) to (vii) inclusive above.

2. Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.

All shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.

3. Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.

4. Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.

5. Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.

6. Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.

(c)

Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)

1. Designation: The distinctive designation of the series established hereby shall be “Floating Rate Non-Cumulative Preferred Stock, Series A” (hereinafter called “Series A Preferred Stock”).

2. Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.

3. Dividends:

(a) Dividend Payment Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the “Issue Date”) and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year (“Dividend Payment Date”) commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the day preceding the next succeeding Dividend Payment Date is herein called a “Dividend Period”. If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.

(b) Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the “Dividend Rate”) shall be determined on the basis of the following provisions:

(i) On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.

(ii) On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (i) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City time, on such Dividend Determination Date for loans in U.S. dollars to leading European

banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.

(iii) The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (i) or (ii) above.

As used above, the term “Dividend Determination Date” shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term “London Business Day” shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

4. Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.

So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be,

materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.

The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.

5. Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the “liquidation value”) together with the amount of any dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.

6. Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.

At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders.

If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation’s obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000, funds necessary for such redemption, in trust, with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

IV. The name, residence and post office address of each member of the corporation are as follows:


Name	Residence	Post Office Address
JAMES A. BLAIR	9 West 50th Street, Manhattan, New York City	33 Wall Street, Manhattan, New York City

JAMES G. CANNON	72 East 54th Street, Manhattan, New York City	14 Nassau Street, Manhattan, New York City

E. C. CONVERSE	3 East 78th Street, Manhattan, New York City	139 Broadway, Manhattan, New York City

HENRY P. DAVISON	Englewood, New Jersey	2 Wall Street, Manhattan, New York City


Name	Residence	Post Office Address
GRANVILLE W. GARTH	160 West 59th Street, New York City	33 Wall Street, Manhattan, New York City

A. BARTON HEPBURN	205 West 57th Street, Manhattan, New York City	83 Cedar Street, Manhattan, New York City

WILLIAM LOGAN	Montclair, New Jersey	13 Nassau Street, Manhattan, New York City

GATES W. MCGARRAH	129 Riverside Ave., Manhattan, New York City	29 Wall Street, Manhattan, New York City

GEORGE W. PERKINS	Riverdale, New York	23 Wall Street, Manhattan, New York City

WILLIAM H. PORTER	56 East 67th Street, Manhattan, New York City	270 Broadway, Manhattan, New York City

JOHN F. THOMPSON	Newark, New Jersey	143 Liberty Street, Manhattan, New York City

ALBERT H. WIGGIN	42 West 49th Street, Manhattan, New York City	214 Broadway, Manhattan, New York City

SAMUEL WOOLVERTON	Mount Vernon, New York	34 Wall Street, Manhattan, New York City

EDWARD F. C. YOUNG	85 Glenwood Avenue, Jersey City, New Jersey	1 Exchange Place, Jersey City, New Jersey

V. The existence of the corporation shall be perpetual.

VI. The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized in accordance with the provisions of the Banking Law of the State of New York,

VII. The number of directors of the corporation shall be not less than 10 nor more than 25.”

4. The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 6^th day of August, 1998.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary

STATE OF NEW YORK

COUNTY OF NEW YORK

}

ss.:

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements therein contained are true.

Lea Lahtinen

Sworn to before me this

6^th day of August, 1998.

Notary Public

State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City, of New York, this 25th day of September in the Year of our Lorge one thousand nine hundred and ninety-eight.

Deputy Superintendent of Bank

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903;

3. The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.

4. Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16^th day of September, 1998.

James T. Byrne, Jr.

Managing Director Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York	)	ss.
	:
County of New York	)

Lea Lahtinen

Sworn to before me this 16^th day

of September, 1998.

Notary Public

SANDRA L. WEST

Notary Public, State of New York

No. 31-4942401

Qualified in New York County

Commission Expres September 10, 2000

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $ 10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.

Witness, my hand and official seal of the Banking Department at the City of New York, this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight.

Deputy Superintendent of Banks.

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $ 10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

is hereby amended to read as follows:

“III. The amount of capital stock which the corporation is hereafter to have is Three Billion Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty-Seven (212.730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 16^th day of December, 1998.

James T. Byrne, Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York	)
	:	ss.
County of New York	)

Lea Lahtinen

Sworn to before me this 16^th day

of December, 1998.

Notary Public

SANDRA L. WEST

Notary Public State of New York

No 31-4942401

Qualified in New York County

Commission Expire September 19, 2000

State of New York,

Banking Department

I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled “CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law,” dated September 3, 1999, providing for a reduction in the minimum number of directors required from ten to seven, and a reduction in the maximum number of directors from twenty-five to fifteen.

Witness, my hand and official seal of the Banking Department at the City of New York, this 3rd day of September in the Year of our Lord one thousand nine hundred and ninety-nine.

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively a Managing Director and the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

3. The organization certificate as heretofore, amended is hereby amended to reduce the minimum number of directors required from 10 to 7 and to reduce the maximum number of directors required from 25 to 15.

4. Article VII of the organization certificate with reference to the number of directors, which reads as follows:

“VII. The number of directors of the corporation shall be not less than 10 nor more than 25.”

is hereby amended to read as follows:

“VII. The number of directors of the corporation shall be not less than 7 nor more than 15.”

5. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 30th day of July, 1999.

James T. Byrne Jr.

Managing Director and Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York	)
	:	ss.
County of New York	)

Lea Lahtinen

Sworn to before me this 30th day

of July, 1999.

Notary Public

SANDRA L. WEST

Notary Public State of New York

No 31-4942401

Qualified in New York County

Commission Expires September 19, 2000

State of New York,

Banking Department

Witness, my hand and official seal of the Banking Department at the City of New York, this 14th day of March two thousand and two.

Deputy Superintendent of Banks

CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

BANKERS TRUST COMPANY

Under Section 8005 of the Banking Law

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.

4. The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.

5. The first paragraph number 1. of the organization certificate of Bankers Trust Company with the reference to the name of the Bankers Trust company, which reads as follows:

“1. The name of the corporation is Bankers Trust Company.”

is hereby amended to read as follows effective on April 15, 2002:

“1. The name of the corporation is Deutsche Bank Trust Company Americas.”

6. The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

James T. Byrne Jr.

Secretary

Lea Lahtinen

Vice President and Assistant Secretary


State of New York		)
		: ss.
County of New York		)

Lea Lahtinen

Sworn to before me this 27th day of

February, 2002.

Notary Public

SANDRA L. WEST

Notary Public, State Of New York

No. 01WE4942401

Qualified In New York County

Commission Expires September 19, 2002

- 2 -

Exhibit A

New York State

Department of Financial Services

I, MANZAR SAHEBJAM-ATABAKI, Deputy Superintendent, Licensed Financial Services, Banking Division, New York State Department of Financial Services, DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Financial Services indicate that DEUTSCHE BANK TRUST COMPANY AMERICAS is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and

THAT, the Organization Certificate of DEUTSCHE BANK TRUST COMPANY AMERICAS was filed in the Office of the Superintendent of Financial Services on March 5, 1903 under the title of BANKERS TRUST COMPANY, and such corporation was authorized to commence business an March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Financial Services as of the dates specified:

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on January 14, 1905

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 4, 1909

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on February 1, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on June 17, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on August 8, 1911

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on March 21, 1912

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - filed on January 15, 1915

Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors - filed on December 18, 1916

Page 1 of 5

New York State

Department of Financial Services

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed on April 20, 1917

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 28, 1918

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 4, 1919

Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors - filed January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on June 12, 1928

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed April 4, 1929

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 11, 1934

Certificate of Extension to perpetual - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors - filed on January 13, 1941

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on December 11, 1944

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed January 30, 1953

Restated Certificate of Incorporation - filed November 6, 1953

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on April 8, 1955

Page 2 of 5

New York State

Department of Financial Services

Certificate, of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 1, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on July 14, 1960

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 30, 1960

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on January 26, 1962

Certificate of Amendment of Certificate of Incorporation providing for a change in shares - filed on September 9, 1963

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 7, 1964

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock - filed on February 24, 1965

Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock - filed January 24, 1967

Restated Organization Certificate - filed June 1, 1971

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed October 29, 1976

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 22, 1977

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed August 5, 1980

Restated Organization Certificate - filed July 1, 1982

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed September 18, 1986

Page 3 of 5

New York State

Department of Financial Services

Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors - filed January 22, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 28, 1990

Restated Organization Certificate - filed August 20, 1990

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 26, 1992

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 28, 1994

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed June 23, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1995

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed March 21, 1996

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock - filed December 27, 1996

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed June 27, 1997

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed September 26, 1997

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed December 29, 1997

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed March 26, 1998

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed June 23, 1998

Page 4 of 5

New York State

Department of Financial Services

Restated Organization Certificate - filed August 31, 1998

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed September 25, 1998

Certificate of Amendment to the Organization Certificate providing for an increase in capital stock – filed December 18, 1998

Certificate of Amendment to the Organization Certificate providing for a change in the number of directors – filed September 3, 1999

Certificate of Amendment of the Organization Certificate providing for a change of name to DEUTSCHE BANK TRUST COMPANY AMERICAS – filed March 14, 2002; and

THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Financial Services except those set forth above; and

I DO FURTHER CERTIFY THAT, DEUTSCHE BANK TRUST COMPANY AMERICAS is validly existing as a banking organization with its principal office and place of business located at 60 Wall Street, New York, New York.

WITNESS, my hand and official seal of the Department of Financial Services at the City of New York, this 10^th day of August in the Year two thousand and twelve.

Deputy Superintendent

Licensed Financial Services

State of New York

County of New York

Sworn to and subscribed before me this 10^th day of August 2012.

CHRISTINE M. TOMCZAK

Notary Public, State of New York

No. 02TO6071549

Qualified in Suffolk County

Commission Expires March 18, 2014

Page 5 of 5

Exhibit 2

State of New York.

Banking Department.

Know all Men by these Presents, That I, FREDERICK D. KILBURN, Superintendent of Banks of the State of New York, do hereby Certify that the following named persons, to wit:

JAMES A. BLAIR, JAMES G. CANNON, E.C. CONVERSE, H.P. DAVISON, G.W. GARTH, A. BARTON HEPBURN, WILLIAM LOGAN, G.W. McGARRABY, G.W. PERKINS, Wm. H. PORTER, J.F. THOMPSON, ALBERT H. WIGGIN, SAMUEL WOOLVERTON, E.F.C. YOUNO, have filed in this Department an Organization Certificate of the BANKERS TRUST COMPANY to be located in the city of NEW YORK in the county of NEW YORK and have complied with the provisions of chapter 689 of the Laws of 1892, entitled “An Act in relation to Banking Corporations,” and with all the requirements of law.

That in pursuance of the authority conferred upon me by law, I do hereby authorize the above named persons to become and transact the business of a trust company under the title of BANKERS TRUST COMPANY with a Capital Stock of ONE MILLION ($1,000,000.00) Dollars, in accordance with such Certificate of Organization and the Laws of this State, and that such business may be safely intrusted to it.

In Witness Whereof, I have hereunto set my hand and affixed my official Seal, this 24^th day of March, in the year one thousand nine hundred and three.

Superintendent.

State of New York

Banking Department

I, DAVID S. FREDSALL, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY;

THAT, DEUTSCHE BANK TRUST COMPANY AMERICAS, is a corporation duly organized and existing under the laws of the State of New York and has its principal office and place of business at 60 Watt Street, New York, New York. Such corporation is validly existing as a banking organization under the Banking Law of the State of New York. The authorization certificate of such corporation has not been revoked or suspended and such corporation is a subsisting trust company under the supervision of this Department.

WITNESS, my hand and official seal of the Banking Department at the City of New York, this 17^th day of March in the Year two thousand and nine.

Deputy Superintendent of Banks

Exhibit 4

LOGO

DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

JULY 24, 2014

BY-LAWS

DEUTSCHE BANK TRUST COMPANY AMERICAS

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.

SECTION 2. 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.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors and its Executive Committee shall be held as often as may be required under applicable law. Special meetings of the Board of Directors may be called upon at least two days’ notice whenever it may be deemed proper by the Chairman of the Board, or the Chief Executive Officer, or the President or any Co-President, or in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the 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 Committee as the Committee from time to time may designate shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors’ examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company’s assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.

SECTION 3. 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.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit 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 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 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 Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to the

attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and 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 is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving 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 costs, charges and expenses, including attorneys’ fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 2. The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.

SECTION 8. 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 Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.

ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.

ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.

Exhibit 6

March 7, 1980

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, Bankers Trust Company does hereby consent as a condition precedent to the qualification of the Indenture dated as of March 1, 1980 for the Crystal Oil Company and any and of all future indentures to be qualified under the Act for which Bankers Trust Company will act as Trustee, that all reports of examination by Federal and State authorities including 1) the Federal Reserve Bank of New York, 2) the Federal Deposit Insurance Corporation and the New York State Banking Department may be furnished by such authorities to the Commission upon request therefor for the purposes and upon the conditions set forth in said Section 321.


Bankers Trust Company

By
		Richard S. Denny
		Secretary


		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 March 31, 2018
				Page 1 of 85

Federal Financial Institutions Examination Council

Consolidated Reports of Condition and Income for

a Bank with Domestic Offices Only—FFIEC 041

Report at the close of business March 31, 2016

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).

20160331

(RCON 9999)

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. Banks with foreign offices (as defined in the instructions) must file FFIEC 031.

NOTE: Each bank’s 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.

Signature of Chief Financial Officer (or Equivalent)

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 FFIEC’s 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 bank’s data file to the CDR.

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 [email protected].


FDIC Certificate Number	623
	(RSSD 9050	)

To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s 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 bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s 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)

New York
City (RSSD 9130)



NY				10005
State Abbreviation (RSSD 9200)				Zip Code (RSSD 9220)

The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s 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.

03/2016

FFIEC 041

Page 2 of 85

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 RI—Income Statement			RI-1, 2, 3, 4
Schedule RI-A—Changes in Bank Equity Capital			RI-5
Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease Losses			RI-5, 6, 7

Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses (to be completed only by selected banks)			RI-8

Schedule RI-E—Explanations			RI-9, 10

Report of Condition
Schedule RC—Balance Sheet			RC-1, 2

Schedule RC-A—Cash and Balances Due from Depository Institutions (to be completed only by selected banks)			RC-3
Schedule RC-B—Securities			RC-3, 4, 5, 6, 7, 8

Schedule RC-C—Loans and Lease Financing Receivables:
Part I. Loans and Leases			RC-9, 10, 11, 12, 13, 14
Part II. Loans to Small Businesses and Small Farms			RC- 15, 16

Schedule RC-D—Trading Assets and Liabilities (to be completed only by selected banks)			RC- 17, 18, 19

Schedule RC-E—Deposit Liabilities			RC-20, 21, 22


Schedule RC-F—Other Assets			RC-23
Schedule RC-G—Other Liabilities			RC-23
Schedule RC-K—Quarterly Averages			RC-24

Schedule RC-L—Derivatives and Off-Balance-Sheet Items			RC-25, 26, 27, 28
Schedule RC-M—Memoranda			RC-29, 30, 31, 32, 33
Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets			RC-34, 35, 36, 37, 38, 39
Schedule RC-O—Other Data for Deposit Insurance and FICO Assessments			RC-40, 41, 42, 43, 44, 45

Schedule RC-P—1–4 Family Residential Mortgage Banking Activities (to be completed only by selected banks)			RC-46

Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis (to be completed only by selected banks)			RC-47, 48

Schedule RC-R—Regulatory Capital:
Part I. Regulatory Capital Components and Ratios			RC-49, 50, 51
Part II. Risk Weighted Assets			RC-52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities			RC-63, 64, 65
Schedule RC-T—Fiduciary and Related Services			RC-66, 67, 68, 69

Schedule RC-V—Variable Interest Entities			RC-70

Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income			RC-71

For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s 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.


		03/2015

FFIEC 041

Page 3 of 85

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 contact’s 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)				Other Person to Whom Questions about the
Signing the Reports				Reports Should be Directed
George Oommen				Scott Iacono
Name (TEXT C490)				Name (TEXT C495)

CFO				Director
Title (TEXT C491)				Title (TEXT C496)

[email protected]				[email protected]
E-mail Address (TEXT C492)				E-mail Address (TEXT 4086)

212-250-3020				212-250-8948
Area Code / Phone Number / Extension (TEXT C493)				Area Code / Phone Number / Extension (TEXT 8902)

212-797-0750				212-797-5376
Area Code / FAX Number (TEXT C494)				Area Code / FAX Number (TEXT 9116)

Emergency Contact Information

This information is being requested so the Agencies can distribute critical, time-sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s 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

Walter Bishop				Kristen Ciccimarra
Name (TEXT C366)				Name (TEXT C371)

Managing Director				Director
Title (TEXT C367)				Title (TEXT C372)

[email protected]				[email protected]
E-mail Address (TEXT C368)				E-mail Address (TEXT C373)

212-250-6873				212-250-3051
Area Code / Phone Number / Extension (TEXT C369)				Area Code / Phone Number / Extension (TEXT C374)

732-578-3981				212-553-2456
Area Code / FAX Number (TEXT C370)				Area Code / FAX Number (TEXT C375)


		06/2012

FFIEC 041

Page 4 of 85

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 bank’s 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 bank’s option. Enter “none” for the contact’s 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

Jan Bornebusch				Wayne Salit
Name (TEXT C437)				Name (TEXT C442)

Managing Director				Director
Title (TEXT C438)				Title (TEXT C443)

[email protected]				[email protected]
E-mail Address (TEXT C439)				E-mail Address (TEXT C444)

212-250-3532				212-250-2285
Area Code / Phone Number / Extension (TEXT C440)				Area Code / Phone Number / Extension (TEXT C445)

Third Contact				Fourth Contact
Name (TEXT C870)				Name (TEXT C875)
Title (TEXT C871)				Title (TEXT C876)
E-mail Address (TEXT C872)				E-mail Address (TEXT C877)
Area Code / Phone Number / Extension (TEXT C873)				Area Code / Phone Number / Extension (TEXT C878)


		06/2012

FFIEC 041

Page 5 of 85

RI-1

Consolidated Report of Income

for the period January 1, 2016–March 31, 2016

Schedule RI—Income Statement


Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou
1. Interest income:
a. Interest and fee income on loans:
(1) Loans secured by real estate:
(a) Loans secured by 1–4 family residential properties		4435		23,000	1.a.(1)(a)
(b) All other loans secured by real estate		4436		24,000	1.a.(1)(b)
(2) Commercial and industrial loans		4012		18,000	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		0	1.a.(3)(b)
(4) Loans to foreign governments and official institutions		4056		0	1.a.(4)
(5) All other loans (1)		4058		46,000	1.a.(5)
(6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5))		4010		111,000	1.a.(6)
b. Income from lease financing receivables		4065		0	1.b.
c. Interest income on balances due from depository institutions (2)		4115		27,000	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		0	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. Interest income from trading assets		4069		0	1.e.
f. Interest income on federal funds sold and securities purchased under agreements to resell		4020		11,000	1.f.
g. Other interest income		4518		1,000	1.g.
h. Total interest income (sum of items 1.a.(6) through 1.g)		4107		150,000	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		1,000	2.a.(1)
(2) Nontransaction accounts:
(a) Savings deposits (includes MMDAs)		0093		5,000	2.a.(2)(a)
(b) Time deposits of $100,000 or more		A517		6,000	2.a.(2)(b)
(c) Time deposits of less than $100,000		A518		0	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		0	2.c.

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.


		03/2016

FFIEC 041

Page 6 of 85

RI-2

Schedule RI—Continued

Year-to-date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

2. Interest expense (continued):

d. Interest on subordinated notes and debentures

4200

2.d.

e. Total interest expense (sum of items 2.a through 2.d)

4073

12,000

2.e.

3. Net interest income (item 1.h minus 2.e)

4074

138,000

4. Provision for loan and lease losses

4230

5,000

5. Noninterest income:

a. Income from fiduciary activities (1)

4070

110,000

5.a.

b. Service charges on deposit accounts

4080

22,000

5.b.

c. Trading revenue (2)

A220

5.c.

d. (1) Fees and commissions from securities brokerage

C886

5.d.

(1)

(2) Investment banking, advisory, and underwriting fees and commissions

C888

6,000

5.d.

(2)

(3) Fees and commissions from annuity sales

C887

5.d.

(3)

(4) Underwriting income from insurance and reinsurance activities

C386

5.d.

(4)

(5) Income from other insurance activities

C387

5.d.

(5)

e. Venture capital revenue

B491

5.e.

f. Net servicing fees

B492

5.f.

g. Net securitization income

B493

5.g.

h. Not applicable

i. Net gains (losses) on sales of loans and leases

5416

5.i.

j. Net gains (losses) on sales of other real estate owned

5415

5.j.

k. Net gains (losses) on sales of other assets (excluding securities)

B496

5.k.

l. Other noninterest income*

B497

114,000

5.l.

m. Total noninterest income (sum of items 5.a through 5.l)

4079

252,000

5.m.

6. a. Realized gains (losses) on held-to-maturity securities

3521

6.a.

b. Realized gains (losses) on available-for-sale securities

3196

6.b.

7. Noninterest expense:

a. Salaries and employee benefits

4135

50,000

7.a.

b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest)

4217

13,000

7.b.

c. (1) Goodwill impairment losses

C216

7.c.

(1)

(2) Amortization expense and impairment losses for other intangible assets

C232

7,000

7.c.

(2)

d. Other noninterest expense*

4092

186,000

7.d.

e. Total noninterest expense (sum of items 7.a through 7.d)

4093

256,000

7.e.

8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)

4301

129,000

9. Applicable income taxes (on item 8)

4302

52,000

10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9)

4300

77,000

10.

11. Extraordinary items and other adjustments, net of income taxes*

4320

11.

12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11)

G104

77,000

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

13.

14. Net income (loss) attributable to bank (item 12 minus item 13)

4340

77,000

14.

*	Describe on Schedule RI-E—Explanations.

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.	For banks required to complete Schedule RI, Memorandum item 8, trading revenue reported in Schedule RI, item 5.c, must equal the sum of Memorandum items 8.a through 8.e.

NOTE: The concept of extraordinary items has been eliminated from U.S. generally accepted accounting principles for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. References to extraordinary items in the captions for Schedule RI, items 8, 10, and 11, will be removed at a later date.


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RI-3

Schedule RI—Continued

Memoranda

Year-to-date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

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

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

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

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

M.4.

Number

5. Number of full-time equivalent employees at end of current period (round to nearest whole number)

4150

694

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 product and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans

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

M.6.

RIAD

YYYY | MM | DD

7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) (2)

9106

00000000

M.7.

8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.e must equal Schedule RI, item 5. c):

RIAD

Bil | Mil | Thou

Memorandum items 8.a through 8.e are to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year.

a. Interest rate exposures

8757

M.8.a.

b. Foreign exchange exposures

8758

M.8.b.

c. Equity security and index exposures

8759

M.8.c.

d. Commodity and other exposures

8760

M.8.d.

e. Credit exposures

F186

M.8.e.

Memorandum items 8.f and 8.g are to be completed by banks with $100 billion or more in total assets that are required to complete Schedule RI, Memorandum items 8.a through 8.e, above. (1)

f. Impact on trading revenue of changes in the creditworthiness of the bank’s derivatives counterparties on the bank’s derivative assets (included in Memorandum items 8.a through 8.e above)

K090

M.8.f.

g. Impact on trading revenue of changes in the creditworthiness of the bank on the bank’s derivative liabilities (included in Memorandum items 8.a through 8.e above)

K094

M.8.g.

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

M.9.a.

b. Net gains (losses) on credit derivatives held for purposes other than trading

C890

M.9.b.

10. To be completed by banks with $300 million or more in total assets: (1)

Credit losses on derivatives (see instructions)

A251

M.10.

RIAD

Yes No

11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year?

A530

M.11

1.	The asset size tests and the 5 percent of total loans test are generally based on the total assets and total loans reported in the June 30, 2015, Report of Condition.

2.	For example, a bank acquired on March 1, 2016, would report 20160301.


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RI-4

Schedule RI—Continued

Memoranda—Continued


	Year-to-date
Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou
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.
12. Noncash income from negative amortization on closed-end loans secured by 1–4 family residential properties (included in Schedule RI, item 1.a.(1)(a))		F228		NA	M.12.
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:
a. Total other-than-temporary impairment losses		J319		0	M.14.a.
b. Portion of losses recognized in other comprehensive income (before income taxes)		J320		0	M.14.b.
c. Net impairment losses recognized in earnings (included in Schedule RI, items 6.a and 6.b) (Memorandum item 14.a minus Memorandum item 14.b)		J321		0	M.14.c.
Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets (1) that answered “Yes” to Schedule RC-E, Memorandum item 5.
15. Components of service charges on deposit accounts in domestic offices (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b):
a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use		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.	The $1 billion asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


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RI-5

Schedule RI-A—Changes in Bank Equity Capital


Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou
1. Total bank equity capital most recently reported for the December 31, 2015, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)		3217		8,789,000		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		8,789,000		3.
4. Net income (loss) attributable to bank (must equal Schedule RI, item 14)		4340		77,000		4.
5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)		B509		1,000		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		(2,000	)	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		8,865,000		12.

*	Describe on Schedule RI-E—Explanations.

1.	Includes, but is not limited to, changes in net unrealized holding gains (losses) on available-for-sale securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost.


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RI-5

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Loan and Lease 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		Bil \| Mil \| Thou		RIAD		Bil \| Mil \| Thou
1. Loans secured by real estate:
a. Construction, land development, and other land loans:
(1) 1–4 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 1–4 family residential properties:
(1) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit		5411		0		5412		0	1.c.(1)
(2) Closed-end loans secured by 1–4 family residential properties:
(a) Secured by first liens		C234		0		C217		0	1.c.(2)(a)
(b) Secured by junior liens		C235		3,000		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. Loans to depository institutions and acceptances of other banks		4481		0		4482		0	2.
3. Not applicable
4. Commercial and industrial loans		4638		16,000		4608		0	4.

1.	Include write-downs arising from transfers of loans to a held-for-sale account.


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RI-6

Schedule RI-B—Continued

Part I—Continued


	(Column A) Charge-offs (1)				(Column B) Recoveries
	Calendar Year-to-date
Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou		RIAD		Bil \| Mil \| Thou
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. Loans to foreign governments and official institutions		4643		0		4627		0	6.
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		19,000		4605		0	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 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.”

Memoranda

(Column A)
Charge-offs (1)

(Column B)
Recoveries

Calendar Year-to-date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

RIAD

Bil | Mil | Thou

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

5410

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

4662

M.2.a.

b. Loans to and acceptances of foreign banks (included in Schedule RI-B, Part I, item 2, above)

4654

4664

M.2.b.

c. Commercial and industrial loans to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 4, above)

4646

4618

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

F187

M.2.d.

3. 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:

Loans to finance agricultural production and other loans to farmers (included in Schedule RI-B, Part I, item 7, above)

4655

4665

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

Bil | Mil | Thou

4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses)

C388

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 generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.


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RI-7

Schedule RI-B—Continued

Part II. Changes in Allowance for Loan and Lease Losses


Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou
1. Balance most recently reported for the December 31, 2015, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)		B522		42,000	1.
2. Recoveries (must equal Part I, item 9, column B, above)		4605		0	2.
3. LESS: Charge-offs (must equal Part I, item 9, column A, above less Schedule RI-B, Part II, item 4)		C079		19,000	3.
4. LESS: Write-downs arising from transfers of loans to a held-for-sale account		5523		0	4.
5. Provision for loan and lease losses (must equal Schedule RI, item 4)		4230		5,000	5.
6. Adjustments* (see instructions for this schedule)		C233		0	6.
7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c)		3123		28,000	7.

*	Describe on Schedule RI-E—Explanations.

Memoranda

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

1. Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7, above

C435

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

M.2.

3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges

C390

M.3.

Memorandum item 4 is to be completed by all banks.

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, above)

C781

M.4.


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RI-8

Schedule RI-C—Disaggregated Data on the Allowance for Loan and Lease Losses

Schedule RI-C is to be completed by institutions with $1 billion or more in total assets. (1)

(Column A)
Recorded Investment:
Individually Evaluated
for Impairment and
Determined to be Impaired
(ASC 310-10-35)

(Column B)
Allowance Balance:
Individually Evaluated
for Impairment and
Determined to be Impaired
(ASC 310-10-35)

(Column C)
Recorded Investment:
Collectively Evaluated
for Impairment
(ASC 450-20)

(Column D)
Allowance Balance:
Collectively Evaluated
for Impairment
(ASC 450-20)

(Column E)
Recorded Investment:
Purchased
Credit-Impaired Loans
(ASC 310-30)

(Column F)
Allowance Balance:
Purchased
Credit-Impaired Loans
(ASC 310-30)

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

1. Real estate loans:

a. Construction loans

M708

M709

M710

122,000

M711

M712

M713

1.a.

b. Commercial real estate loans

M714

15,000

M715

M716

2,995,000

M717

1,000

M719

M720

1.b.

c. Residential real estate loans

M721

58,000

M722

1,000

M723

3,816,000

M724

2,000

M725

M726

1.c.

2. Commercial loans (2)

M727

69,000

M728

9,000

M729

10,850,000

M730

15,000

M731

M732

3. Credit cards

M733

M734

M735

M736

M737

M738

4. Other consumer loans

M739

M740

M741

113,000

M742

M743

M744

5. Unallocated, if any

M745

6. Total (sum of items 1.a. through 5) (3)

M746

142,000

M747

10,000

M748

17,896,000

M749

18,000

M750

M751

1.	The $1 billion asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.

2.	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.

3.	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.


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RI-9

Schedule RI-E—Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)

Year-to-date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

1. Other noninterest income (from Schedule RI, item 5.l)

Itemize and describe amounts greater than $25,000 that exceed 3 percent of Schedule RI, item 5.l:

a. Income and fees from the printing and sale of checks

C013

1.a.

b. Earnings on/increase in value of cash surrender value of life insurance

C014

1.b.

c. Income and fees from automated teller machines (ATMs)

C016

1.c.

d. Rent and other income from other real estate owned

4042

1.d.

e. Safe deposit box rent

C015

1.e.

f. Net change in the fair values of financial instruments accounted for under a fair value option

F229

1.f.

g. Bank card and credit card interchange fees

F555

1.g.

h. Gains on bargain purchases

J447

1.h.

TEXT

i. 4461 Intercompany Revenue Allocation

4461

52,000

1.i.

TEXT

j. 4462 Money Transfer Fees

4462

48,000

1.j.

TEXT

k. 4463 Guarantee and Syndication Fees

4463

7,000

1.k.

2. Other noninterest expense (from Schedule RI, item 7.d)

Itemize and describe amounts greater than $25,000 that exceed 3 percent of Schedule RI, item 7.d:

a. Data processing expenses

C017

2.a.

b. Advertising and marketing expenses

0497

2.b.

c. Directors’ fees

4136

2.c.

d. Printing, stationery, and supplies

C018

2.d.

e. Postage

8403

2.e.

f. Legal fees and expenses

4141

2.f.

g. FDIC deposit insurance assessments

4146

7,000

2.g.

h. Accounting and auditing expenses

F556

2.h.

i. Consulting and advisory expenses

F557

2.i.

j. Automated teller machine (ATM) and interchange expenses

F558

2.j.

k. Telecommunications expenses

F559

9,000

2.k.

TEXT

l. 4464 Intercompany Expense Allocation

4464

140,000

2.l.

TEXT

m. 4467 Net losses on non-trading derivatives

4467

10,000

2.m.

TEXT

n. 4468

4468

2.n.

3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other adjustments):

TEXT

a. (1) 4469

4469

3.a.(1)

(2) Applicable income tax effect

4486

3.a.(2)

TEXT

b. (1) 4487

4487

3.b.(1)

(2) Applicable income tax effect

4488

3.b.(2)

TEXT

c. (1) 4489

4489

3.c.(1)

(2) Applicable income tax effect

4491

3.c.(2)

NOTE: The concept of extraordinary items has been eliminated from U.S. generally accepted accounting principles for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. References to extraordinary items in the caption for Schedule RI-E, item 3, will be removed at a later date.


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RI-10

Schedule RI-E—Continued

Year-to-date

Dollar Amounts in Thousands

RIAD

Bil | Mil | Thou

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):

TEXT

a. B526

B526

4.a.

TEXT

b. B527

B527

4.b.

5. Other transactions with stockholders (including a parent holding company)

(from Schedule RI-A, item 11) (itemize and describe all such transactions):

TEXT

a. 4498

4498

5.a.

TEXT

b. 4499

4499

5.b.

6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, Part II, item 6)

(itemize and describe all adjustments):

TEXT

a. 4521

4521

6.a.

TEXT

b. 4522

4522

6.b.

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):

RIAD

Yes

Comments?

4769

Other explanations (please type or print clearly; 750 character limit):

(TEXT 4769)


		03/2014

Consolidated Report of Condition for Insured Banks

and Savings Associations for March 31, 2016

FFIEC 041

Page 15 of 85

RC-1

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 RC—Balance Sheet


Dollar Amounts in Thousands			RCON		Tril \| Bil \| Mil \| Thou
Assets
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)				0081		1,265,000	1.a.
b. Interest-bearing balances (2)				0071		19,408,000	1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)				1754		0	2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)				1773		0	2.b.
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 (3)				B989		11,777,000	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, net of unearned income	B528	18,038,000					4.b.
c. LESS: Allowance for loan and lease losses	3123	28,000					4.c.
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)				B529		18,010,000	4.d.
5. Trading assets (from Schedule RC-D)				3545		6,000	5.
6. Premises and fixed assets (including capitalized leases)				2145		15,000	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:
a. Goodwill				3163		0	10.a.
b. Other intangible assets (from Schedule RC-M)				0426		25,000	10.b.
11. Other assets (from Schedule RC-F)				2160		1,164,000	11.
12. Total assets (sum of items 1 through 11)				2170		51,670,000	12.
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)				2200		39,140,000	13.a.
(1) Noninterest-bearing (4)	6631	26,188,000					13.a.(1)
(2) Interest-bearing	6636	12,952,000					13.a.(2)
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase:
a. Federal funds purchased (5)				B993		1,260,000	14.a.
b. Securities sold under agreements to repurchase (6)				B995		0	14.b.
15. Trading liabilities (from Schedule RC-D)				3548		6,000	15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)				3190		5,000	16.
17. and 18. Not applicable
19. Subordinated notes and debentures (7)				32000			19.
20. Other liabilities (from Schedule RC-G)				2930		2,394,000	20.
21. Total liabilities (sum of items 13 through 20)				2948		42,805,000	21.
22. Not applicable

1.	Includes cash items in process of collection and unposted debits.

2.	Includes time certificates of deposit not held for trading.

3.	Includes all securities resale agreements, regardless of maturity.

4.	Includes noninterest-bearing demand, time, and savings deposits.

5.	Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”

6.	Includes all securities repurchase agreements, regardless of maturity.

7.	Includes limited-life preferred stock and related surplus.


		03/2016

Schedule RC—Continued

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RC-2


Dollar Amounts in Thousands	RCON		Tril \| Bil \| Mil \| Thou
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		600,000		25.
26. a. Retained earnings		3632		6,139,000		26.a.
b. Accumulated other comprehensive income (1)		B530		(1,000	)	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		8,865,000		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		8,865,000		28.
29. Total liabilities and equity capital (sum of items 21 and 28)		3300		51,670,000		29.

Memoranda

To be reported with the March Report of Condition.

	RCON		Number
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 2015		6724		1		M.1.

1 =	Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 =	Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 =	Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

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 bank’s financial statements by external auditors

7 =	Compilation of the bank’s 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

MM | DD

2. Bank’s fiscal year-end date

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.


		03/2016

Schedule RC-A—Cash and Balances Due From Depository Institutions

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RC-3

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		Bil \| Mil \| Thou
1. Cash items in process of collection, unposted debits, and currency and coin:
a. Cash items in process of collection and unposted debits		0020		1,262,000	1.a.
b. Currency and coin		0080		2,000	1.b.
2. Balances due from depository institutions in the U.S:
a. U.S. branches and agencies of foreign banks		0083		0	2.a.
b. Other commercial banks in the U.S. and other depository institutions in the U.S		0085		4,000	2.b.
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks		0073		0	3.a.
b. Other banks in foreign countries and foreign central banks		0074		15,000	3.b.
4. Balances due from Federal Reserve Banks		0090		19,390,000	4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)		0010		20,673,000	5.

1.	The $300 million asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

Schedule RC-B—Securities

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RC-3

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		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou
1. U.S. Treasury securities		0211		0		0213		0		1286		0		1287		0	1.
2. U.S. Government agency obligations (exclude mort- gage-backed securities):
a. Issued by U.S. Government agencies (1)		1289		0		1290		0		1291		0		1293		0	2.a.
b. Issued by U.S. Government-sponsored agencies (2)		1294		0		1295		0		1297		0		1298		0	2.b.
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, and Export–Import Bank participation certificates.

Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.


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RC-4

Schedule RC-B—Continued

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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

4. Mortgage-backed securities (MBS):

a. Residential mortgage pass-through securities:

(1) Guaranteed by GNMA

G300

G301

G302

G303

4.a.(1)

(2) Issued by FNMA and FHLMC

G304

G305

G306

G307

4.a.(2)

(3) Other pass-through securities

G308

G309

G310

G311

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

G313

G314

G315

4.b.(1)

(2) Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

G316

G317

G318

G319

4.b.(2)

(3) All other residential MBS

G320

G321

G322

G323

4.b.(3)

c. Commercial MBS

(1) Commercial mortgage pass-through securities:

(a) Issued or guaranteed by FNMA, FHLMC, or GNMA

K142

K143

K144

K145

4.c.(1)(a)

(b) Other pass-through securities

K146

K147

K148

K149

4.c.(1)(b)

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).


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RC-5

Schedule RC-B—Continued


	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		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou
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:
(1) Cash		G336		0		G337		0		G338		0		G339		0	5.b.(1)
(2) Synthetic		G340		0		G341		0		G342		0		G343		0	5.b.(2)
(3) Hybrid		G344		0		G345		0		G346		0		G347		0	5.b.(3)
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. Investments in mutual funds and other equity securities with readily determinable fair values (2)										A510		0		A511		0	7.
8. Total (sum of items 1 through 7) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b)		1754		0		1771		0		1772		0		1773		0	8.

2.	Report Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock in Schedule RC-F, item 4.


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Schedule RC-B—Continued

Memoranda


Dollar Amounts in Thousands	RCON		Bil \| Mil \| Thou
1. Pledged securities (1)		0416		0	M.1
2. Maturity and repricing data for debt securities (1), (2) (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 1–4 family residential mortgages with a remaining maturity or next repricing date of: (3), (4)
(1) Three months or less		A549		0	M.2.a.(1)
(2) Over three months through 12 months		A550		0	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		0	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 1–4 family residential mortgages with a remaining maturity or next repricing date of: (3), (5)
(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: (6)
(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		0	M.2.d.
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 and available-for-sale securities at fair value.

2.	Exclude investments in mutual funds and other equity securities with readily determinable fair values.

3.	Report fixed-rate debt securities by remaining maturity and floating-rate debt securities by next repricing date.

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 9, 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 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-N, item 9, 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 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

6.	Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D.


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RC-7

Schedule RC-B—Continued

Memoranda—Continued

Held-to-maturity

Available-for-sale

(Column A)

(Column B)

(Column C)

(Column D)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

Memorandum items 5.a through 5.f are to be completed by banks with $1 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

B839

B840

B841

M.5.a.

b. Home equity lines

B842

B843

B844

B845

M.5.b.

c. Automobile loans

B846

B847

B848

B849

M.5.c.

d. Other consumer loans

B850

B851

B852

B853

M.5.d.

e. Commercial and industrial loans

B854

B855

B856

B857

M.5.e.

f. Other

B858

B859

B860

B861

M.5.f.

1.	The $1 billion asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

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RC-8

Schedule RC-B—Continued

Memoranda—Continued

Held-to-maturity

Available-for-sale

(Column A)

(Column B)

(Column C)

(Column D)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

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, sum of items 5.b.(1) through (3)):

a. Trust preferred securities issued by financial institutions

G348

G349

G350

G351

M.6.a.

b. Trust preferred securities issued by real estate investment trusts

G352

G353

G354

G355

M.6.b.

c. Corporate and similar loans

G356

G357

G358

G359

M.6.c.

d. 1-4 family residential MBS issued or guaranteed by U.S. Government-sponsored enterprises (GSEs)

G360

G361

G362

G363

M.6.d.

e. 1-4 family residential MBS not issued or guaranteed by GSEs

G364

G365

G366

G367

M.6.e.

f. Diversified (mixed) pools of structured financial products

G368

G369

G370

G371

M.6.f.

g. Other collateral or reference assets

G372

G373

G374

G375

M.6.g.


		06/2012

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RC-9

Schedule RC-C—Loans 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. 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 (1)

(Column B)
To Be Completed
by All Banks

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

1. Loans secured by real estate:

a. Construction, land development, and other land loans:

(1) 1–4 family residential construction loans

F158

1.a.(1)

(2) Other construction loans and all land development and other land loans

F159

122,000

1.a.(2)

b. Secured by farmland
(including farm residential and other improvements)

1420

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

1797

435,000

1.c.(1)

(2) Closed-end loans secured by 1–4 family residential properties:

(a) Secured by first liens

5367

3,418,000

1.c.(2)(a)

(b) Secured by junior liens

5368

21,000

1.c.(2)(b)

d. Secured by multifamily (5 or more) residential properties

1460

1,108,000

1.d.

e. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential properties

F160

66,000

1.e.(1)

(2) Loans secured by other nonfarm nonresidential properties

F161

1,836,000

1.e.(2)

2. Loans to depository institutions and acceptances of other banks

1288

2,064,000

a. To commercial banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks

B532

2.a.(1)

(2) To other commercial banks in the U.S

B533

22,000

2.a.(2)

b. To other depository institutions in the U.S.

B534

2.b.

c. To banks in foreign countries

(1) To foreign branches of other U.S. banks

B536

2.c.(1)

(2) To other banks in foreign countries

B537

2,042,000

2.c.(2)

3. Loans to finance agricultural production and other loans to farmers

1590

4. Commercial and industrial loans

1766

3,227,000

a. To U.S. addressees (domicile)

1763

2,495,000

4.a.

b. To non-U.S. addressees (domicile)

1764

732,000

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

6.a.

b. Other revolving credit plans

B539

6.b.

c. Automobile loans

K137

6.c.

d. Other consumer loans (includes single payment and installment, loans other than automobile loans, and all student loans)

K207

113,000

6.d.

7. Loans to foreign governments and official institutions
(including foreign central banks)

2081

8. Obligations (other than securities and leases) of states and political subdivisions in the U.S.

2107

1.	The $300 million asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


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RC-10

Schedule RC-C—Continued

Part I—Continued

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

9. Loans to nondepository financial institutions and other loans:

a. Loans to nondepository financial institutions

J454

45,000

9.a.

b. Other loans

J464

5,583,000

9.b.

(1) Loans for purchasing or carrying securities
(secured and unsecured)

1545

934,000

9.b.(1)

(2) All other loans (exclude consumer loans)

J451

4,649,000

9.b.(2)

10. Lease financing receivables (net of unearned income)

2165

10.

a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases)

F162

10.a.

b. All other leases

F163

10.b.

11. LESS: Any unearned income on loans reflected in items 1-9 above

2123

11.

12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b)

2122

18,038,000

12.

Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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) 1—4 family residential construction loans

K158

M.1.a.(1)

(2) Other construction loans and all land development and other land loans

K159

M.1.a.(2)

b. Loans secured by 1—4 family residential properties

F576

5,000

M.1.b.

c. Secured by multifamily (5 or more) residential properties

K160

M.1.c.

d. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential properties

K161

M.1.d.(1)

(2) Loans secured by other nonfarm nonresidential properties

K162

M.1.d.(2)

e. Commercial and industrial loans

K256

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

M.1.e.(1)

(2) To non-U.S. addressees (domicile)

K164

M.1.e.(2)

f. All other loans ( include loans to individuals for household, family, and other personal expenditures)

K165

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

M.1.f.(1)

(2) Loans to depository institutions and acceptances of other banks

K167

M.1.f.(2)

(3) Not applicable

1.	The $300 million asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

Schedule RC-C—Continued

FFIEC 041

Page 25 of 85

RC-11

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. f. (4) Loans to individuals for household, family, and other personal expenditures:

(a) Credit cards

K098

M.1.f.

(4)(a)

(b) Automobile loans

K203

M.1.f.

(4)(b)

K204

M.1.f.

(4)(c)

(5) Loans to foreign governments and official institutions

K212

M.1.f.

(5)

(6) Other loans (1)

K267

M.1.f.

(6)

Memorandum item 1.f.(6)(a) is to be completed by: (2)

• 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

(a) Loans to finance agricultural production and other loans to farmers included in Schedule RC-C, Part I, Memorandum item 1.f.(6), above

K168

M.1.f.

(6)(a)

2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):

a. Closed-end loans secured by first liens on 1–4 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: (3), (4)

(1) Three months or less

A564

26,000

M.2.a.

(1)

(2) Over three months through 12 months

A565

11,000

M.2.a.

(2)

(3) Over one year through three years

A566

23,000

M.2.a.

(3)

(4) Over three years through five years

A567

9,000

M.2.a.

(4)

(5) Over five years through 15 years

A568

25,000

M.2.a.

(5)

(6) Over 15 years

A569

3,275,000

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 1–4 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: (3), (5)

(1) Three months or less

A570

12,369,000

M.2.b.

(1)

(2) Over three months through 12 months

A571

1,308,000

M.2.b.

(2)

(3) Over one year through three years

A572

301,000

M.2.b.

(3)

(4) Over three years through five years

A573

131,000

M.2.b.

(4)

(5) Over five years through 15 years

A574

2,000

M.2.b.

(5)

(6) Over 15 years

A575

416,000

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

6,006,000

M.2.c.

3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, Part I, items 4 and 9, column B (6)

2746

28,000

M.3.

4. Adjustable-rate closed-end loans secured by first liens on 1–4 family residential properties (included in Schedule RC-C, Part I, item 1.c.(2)(a), column B)

5370

3,418,000

M.4.

1.	Includes “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.	The $300 million asset size test and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.

3.	Report fixed-rate loans and leases by remaining maturity and floating rate loans by next repricing date.

Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1–4 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 1–4 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B.

Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, sum of items 1 through 8, column C, minus nonaccrual closed-end loans secured by first liens on 1–4 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 1–4 family residential properties from Schedule RC-C, Part I, item 1.c.(2)(a), column B.

6.	Exclude loans secured by real estate that are included in Schedule RC-C, Part I, items 1.a through 1.e, column B.


		03/2016

Schedule RC-C—Continued

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Page 26 of 85

RC-12

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

5 . To be completed by banks with $300 million or more in total assets: (1)

Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, Part I, items 1.a through 1.e, column B)

B837

183,000

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

M.6.

Memorandum item 7 is to be completed by all banks.

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

M.7.a.

b. Amount included in Schedule RC-C, Part I, items 1 through 9

C780

M.7.b.

8 . Closed-end loans with negative amortization features secured by 1–4 family residential properties:

a. Total amount of closed-end loans with negative amortization features secured by 1–4 family residential properties (included in Schedule RC-C, Part I, items 1.c.(2)(a) and (b))

F230

M.8.a.

Memorandum items 8.b and 8.c are to be completed 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 December 31, 2015, that exceeded the lesser of $100 million or 5 percent of total loans and leases, net of unearned income (as reported in Schedule RC-C, Part I, item 12, column B).

b. Total maximum remaining amount of negative amortization contractually permitted on closed-end loans secured by 1–4 family residential properties

F231

M.8.b.

c. Total amount of negative amortization on closed-end loans secured by 1–4 family residential properties included in the amount reported in Memorandum item 8.a above

F232

M.8.c

9 . Loans secured by 1–4 family residential properties in process of foreclosure (included in Schedule RC-C, Part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))

F577

40,000

M.9.

Memorandum items 10 and 11 are to be completed by banks that have elected to measure loans included in Schedule RC-C, Part I, items 1 through 9, at fair value under a fair value option.

10 . Loans measured at fair value (included in Schedule RC-C, Part I, items 1 through 9):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans

F578

M.10.a.

(1)

(2) Secured by farmland (including farm residential and other improvements)

F579

M.10.a.

(2)

(3) Secured by 1–4 family residential properties:

(a) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

F580

M.10.a.

(3)(a)

(b) Closed-end loans secured by 1–4 family residential properties:

(1) Secured by first liens

F581

M.10.a.

(3)(b)(1)

(2) Secured by junior liens

F582

M.10.a.

(3)(b)(2)

(4) Secured by multifamily (5 or more) residential properties

F583

M.10.a.

(4)

(5) Secured by nonfarm nonresidential properties

F584

M.10.a.

(5)

b. Commercial and industrial loans

F585

M.10.b.

1.	The $300 million asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

Schedule RC-C—Continued

FFIEC 041

Page 27 of 85

RC-13

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

10. c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards

F586

M.10.c.

(1)

(2) Other revolving credit plans

F587

M.10.c.

(2)

(3) Automobile loans

K196

M.10.c.

(3)

(4) Other consumer loans

K208

M.10.c.

(4)

d. Other loans

F589

M.10.d.

11. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-C, Part I, Memorandum item 10):

a. Loans secured by real estate:

(1) Construction, land development, and other land loans

F590

M.11.a.

(1)

(2) Secured by farmland (including farm residential and other improvements)

F591

M.11.a.

(2)

(3) Secured by 1–4 family residential properties:

(a) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

F592

M.11.a.

(3)(a)

(b) Closed-end loans secured by 1–4 family residential properties:

(1) Secured by first liens

F593

M.11.a.

(3)(b)(1)

(2) Secured by junior liens

F594

M.11.a.

(3)(b)(2)

(4) Secured by multifamily (5 or more) residential properties

F595

M.11.a.

(4)

(5) Secured by nonfarm nonresidential properties

F596

M.11.a.

(5)

b. Commercial and industrial loans

F597

M.11.b.

c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards .

F598

M.11.c.

(1)

(2) Other revolving credit plans

F599

M.11.c.

(2)

(3) Automobile loans

K195

M.11.c.

(3)

(4) Other consumer loans

K209

M.11.c.

(4)

d. Other loans

F601

M.11.d.

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

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:

a. Loans secured by real estate

G091

G092

G093

M.12.a.

b. Commercial and industrial loans

G094

G095

G096

M.12.b.

c. Loans to individuals for household, family, and other personal expenditures

G097

G098

G099

M.12.c.

d. All other loans and all leases

G100

G101

G102

M.12.d.


		06/2012

FFIEC 041

Page 28 of 85

RC-14

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

Memoranda item 13 is to be completed by banks that had construction, land development, and other land loans in domestic offices (as reported in Schedule RC-C, Part I, item 1.a., column B) that exceeded 100 percent of total capital (as reported in Schedule RC-R, Part I, item 35.a) as of December 31, 2015.

13. Construction, land development, and other land loans with interest reserves:

a. Amount of loans that provide for the use of interest reserves (included in Schedule RC-C, Part I, item 1.a, column B)

G376

M.13.a.

RIAD

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))

G377

M.13.b.

RCON

Memorandum item 14 is to be completed by all banks.

14. Pledged loans and leases

G378

1,851,000

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 (included in Schedule RC-C, item 1.c, above):

(1) Home Equity Conversion Mortgage (HECM) reverse mortgages

J466

M.15.a.

(1)

(2) Proprietary reverse mortgages

J467

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

M.15.b.

(1)

(2) Proprietary reverse mortgages

J469

M.15.b.

(2)

Bil | Mil | Thou

c. Principal amount of reverse mortgage originations that have been sold during the year:

(1) Home Equity Conversion Mortgage (HECM) reverse mortgages

J470

M.15.c.

(1)

(2) Proprietary reverse mortgages

J471

M.15.c.

(2)


		03/2016

FFIEC 041

Page 29 of 85

RC-15

Schedule RC-C—Continued

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.

RCON

Yes

Loans to Small Businesses

1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “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 bank’s “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

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
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) (Note: Item 4, (1) divided by the number of loans should NOT exceed $100,000.)		5563	NA	2.b.


	(Column A) Number of Loans			(Column B) Amount Currently Outstanding
Dollar Amounts in Thousands	RCON			RCON		Bil \| Mil \| Thou
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) (sum of items 4.a through 4.c must be less than or equal to 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	0		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

FFIEC 041

Page 30 of 85

RC-16

Schedule RC-C—Continued

Part II—Continued

Agricultural Loans to Small Farms

RCON

Yes

5 . Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “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 bank’s “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

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
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” 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

Bil | Mil | Thou

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

5579

7.a.

b. With original amounts of more than $100,000 through $250,000

5580

5581

7.b.

c. With original amounts of more than $250,000 through $500,000

5582

5583

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

5585

8.a.

b. With original amounts of more than $100,000 through $250,000

5586

5587

8.b.

c. With original amounts of more than $250,000 through $500,000

5588

5589

8.c.


		06/2012

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Page 31 of 85

RC-17

Schedule RC-D—Trading Assets and Liabilities

Schedule RC-D is to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more in any of the four preceding calendar quarters.

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

Assets

1. U.S. Treasury securities

3531

2. U.S. Government agency obligations (exclude mortgage-backed securities)

3532

3. Securities issued by states and political subdivisions in the U.S

3533

4. Mortgage-backed securities (MBS):

a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA

G379

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

4.b.

c. All other residential MBS

G381

4.c.

d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

K197

4.d.

e. All other commercial MBS

K198

4.e.

5. Other debt securities:

a. Structured financial products:

(1) Cash

G383

5.a.

(1)

(2) Synthetic

G384

5.a.

(2)

(3) Hybrid

G385

5.a.

(3)

b. All other debt securities

G386

5.b.

6. Loans:

a. Loans secured by real estate:

(1) Construction, land development, and other land loans

F604

6.a.

(1)

(2) Secured by farmland (including farm residential and other improvements)

F605

6.a.

(2)

(3) Secured by 1–4 family residential properties:

(a) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

F606

6.a.

(3)(a)

(b) Closed-end loans secured by 1–4 family residential properties:

(1) Secured by first liens

F607

6.a.

(3)(b)(1)

(2) Secured by junior liens

F611

6.a.

(3)(b)(2)

(4) Secured by multifamily (5 or more) residential properties

F612

6.a.

(4)

(5) Secured by nonfarm nonresidential properties

F613

6.a.

(5)

b. Commercial and industrial loans

F614

6.b.

c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards

F615

6.c.

(1)

(2) Other revolving credit plans

F616

6.c.

(2)

(3) Automobile loans

K199

6.c.

(3)

(4) Other consumer loans

K210

6.c.

(4)

d. Other loans

F618

6.d.

7. and 8. Not applicable

9. Other trading assets

3541

10. Not applicable

11. Derivatives with a positive fair value

3543

6,000

11.

12 . Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5)

3545

6,000

12.

Liabilities

13. a. Liability for short positions

3546

13.a.

b. Other trading liabilities

F624

13.b.

14. Derivatives with a negative fair value

3547

6,000

14.

15. Total trading liabilities (sum of items 13.a. through 14) (must equal Schedule RC, item 15)

3548

6,000

15.


		06/2012

FFIEC 041

Page 32 of 85

RC-18

Schedule RC-D—Continued

Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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) Construction, land development, and other land loans

F625

M.1.a.

(1)

(2) Secured by farmland (including farm residential and other improvements)

F626

M.1.a.

(2)

(3) Secured by 1–4 family residential properties:

(a) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

F627

M.1.a.

(3)(a)

(b) Closed-end loans secured by 1–4 family residential properties:

(1) Secured by first liens

F628

M.1.a.

(3)(b)(1)

(2) Secured by junior liens

F629

M.1.a.

(3)(b)(2)

(4) Secured by multifamily (5 or more) residential properties

F630

M.1.a.

(4)

(5) Secured by nonfarm nonresidential properties

F631

M.1.a.

(5)

b. Commercial and industrial loans

F632

63,000

M.1.b.

c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper):

(1) Credit cards

F633

M.1.c.

(1)

(2) Other revolving credit plans

F634

M.1.c.

(2)

(3) Automobile loans

K200

M.1.c.

(3)

(4) Other consumer loans

K211

M.1.c.

(4)

d. Other loans

F636

10,000

M.1.d.

2. Loans measured at fair value that are past due 90 days or more:

a. Fair value

F639

M.2.a.

b. Unpaid principal balance

F640

74,000

M.2.b.

3. Structured financial products by underlying collateral or reference assets (sum of Memorandum items 3.a through 3.g must equal Schedule RC-D, sum of items 5.a.(1) through (3)):

a. Trust preferred securities issued by financial institutions

G299

M.3.a.

b. Trust preferred securities issued by real estate investment trusts

G332

M.3.b.

c. Corporate and similar loans

G333

M.3.c.

d. 1–4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs)

G334

M.3.d.

e. 1–4 family residential MBS not issued or guaranteed by GSEs

G335

M.3.e.

f. Diversified (mixed) pools of structured financial products

G651

M.3.f.

g. Other collateral or reference assets

G652

M.3.g.

4. Pledged trading assets:

a. Pledged securities

G387

M.4.a.

b. Pledged loans

G388

M.4.b.

Memorandum items 5 through 10 are to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $1 billion or more in any of the four preceding calendar quarters.

5. Asset-backed securities:

a. Credit card receivables

F643

M.5.a.

b. Home equity lines

F644

M.5.b.

c. Automobile loans

F645

M.5.c.

d. Other consumer loans

F646

M.5.d.

e. Commercial and industrial loans

F647

M.5.e.

f. Other

F648

M.5.f.

6. Retained beneficial interests in securitizations (first-loss or equity tranches)

F651

M.6.

7. Equity securities (included in Schedule RC-D, item 9, above):

a. Readily determinable fair values

F652

M.7.a.

b. Other

F653

M.7.b.

8. Loans pending securitization

F654

M.8.


		06/2012

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Page 33 of 85

RC-19

Schedule RC-D—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9, that are greater than $25,000 and exceed 25 percent of the item): (1)

TEXT

F655

a. F655

M.9.a.

TEXT

F656

b. F656

M.9.b.

TEXT

F657

c. F657

M.9.c.

10. Other trading liabilities (itemize and describe amounts included in Schedule RC-D, item 13.b, that are greater than $25,000 and exceed 25 percent of the item):

TEXT

F658

a. F658

M.10.a.

TEXT

F659

b. F659

M.10.b.

TEXT

F660

c. F660

M.10.c.

1.	Exclude equity securities.


		06/2012

FFIEC 041

Page 34 of 85

RC-20

Schedule RC-E—Deposit 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		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou
Deposits of:
1. Individuals, partnerships, and corporations		B549		19,243,000						B550		7,357,000	1.
2. U.S. Government		2202		0						2520		0	2.
3. States and political subdivisions in the U.S. .		2203		63,000						2530		0	3.
4. Commercial banks and other depository institutions in the U.S.		B551		5,368,000						B552		28,000	4.
5. Banks in foreign countries		2213		2,723,000						2236		4,233,000	5.
6. Foreign governments and official institutions (including foreign central banks)		2216		125,000						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		27,522,000		2210		27,440,000		2385		11,618,000	7.

Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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

19,000

M.1.a.

b. Total brokered deposits

2365

3,200,000

M.1.b.

c. Fully insured brokered deposits (included in Memorandum item 1.b above): (2)

(1) Brokered deposits of less than $100,000

2343

34,000

M.1.c.

(1)

(2) Brokered deposits of $100,000 through $250,000 and certain brokered retirement deposit accounts

J472

276,000

M.1.c.

(2)

d. Maturity data for brokered deposits:

(1) Brokered deposits of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above)

A243

34,000

M.1.d.

(1)

(2) Brokered deposits of $100,000 through $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(2) above)

K219

276,000

M.1.d.

(2)

(3) Brokered deposits of more than $250,000 with a remaining maturity of one year or less (including in Memorandum item 1.b above)

K220

2,890,000

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

M.1.e.

f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits

K223

M.1.f.

1.	Includes interest-bearing and noninterest-bearing demand deposits.

2.	The dollar amounts used as the basis for reporting in Memorandum items 1.c.(1) and (2) reflect the deposit insurance limits in effect on the report date.


		06/2012

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Page 35 of 85

RC-21

Schedule RC-E—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above):

a. Savings deposits:

(1) Money market deposit accounts (MMDAs)

6810

9,014,000

M.2.a.

(1)

(2) Other savings deposits (excludes MMDAs)

0352

M.2.a.

(2)

b. Total time deposits of less than $100,000

6648

M.2.b.

c. Total time deposits of $100,000 through $250,000

J473

M.2.c.

d. Total time deposits of more than $250,000

J474

2,604,000

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

M.2.e.

3. Maturity and repricing data for time deposits of less than $100,000:

a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of: (1), (2)

(1) Three months or less

A579

M.3.a.

(1)

(2) Over three months through 12 months

A580

M.3.a.

(2)

(3) Over one year through three years

A581

M.3.a.

(3)

(4) Over three years

A582

M.3.a.

(4)

b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above) (3)

A241

M.3.b.

4. Maturity and repricing data for time deposits of $100,000 or more:

a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of: (1), (4)

(1) Three months or less

A584

244,000

M.4.a.

(1)

(2) Over three months through 12 months

A585

M.4.a.

(2)

(3) Over one year through three years

A586

2,360,000

M.4.a.

(3)

(4) Over three years

A587

M.4.a.

(4)

b. Time deposits of $100,000 through $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above) (3)

K221

M.4.b.

c. 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

243,000

M.4.c.

RCON

Yes

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

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

Bil | Mil | Thou

6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a, 6.b, and 6.c must equal 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

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

M.6.b.

c. Total deposits in all other transaction accounts of individuals, partnerships, and corporations

P755

M.6.c.

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, Memorandum item 2.b.

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, sum of Memorandum items 2.c and 2.d.

5.	The $1 billion asset size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 36 of 85

RC-22

Schedule RC-E—Continued

Memoranda—Continued


Dollar Amounts in Thousands	RCON		Bil \| Mil \| Thou
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 (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above):
(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)


		03/2015

FFIEC 041

Page 37 of 85

RC-23

Schedule RC-F—Other Assets

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Accrued interest receivable (1)

B556

48,000

2. Net deferred tax assets (2)

2148

3,000

3. Interest-only strips receivable (not in the form of a security) (3) on:

a. Mortgage loans

A519

3.a.

b. Other financial assets

A520

3.b.

4. Equity securities that DO NOT have readily determinable fair values (4)

1752

87,000

5. Life insurance assets:

a. General account life insurance assets

K201

5.a.

b. Separate account life insurance assets

K202

5.b.

c. Hybrid account life insurance assets

K270

5.c.

6. All other assets
(itemize and describe amounts greater than $25,000 that exceed 25 percent of this item)

2168

1,026,000

a. Prepaid expenses

2166

6.a.

b. Repossessed personal property (including vehicles)

1578

6.b.

c. Derivatives with a positive fair value held for purposes other than trading..

C010

6.c.

d. Retained interests in accrued interest receivable related to securitized credit cards

C436

6.d.

e. FDIC loss-sharing indemnification assets

J448

6.e.

f. Not applicable

TEXT

g. 3549

3549

6.g.

TEXT

h. 3550

3550

6.h.

TEXT

i. 3551

3551

6.i.

7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11)

2160

1,164,000

1.	Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets.

2.	See discussion of deferred income taxes in Glossary entry on “income taxes.”

3.	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.

4.	Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock.

Schedule RC-G—Other Liabilities


Dollar Amounts in Thousands			RCON		Bil \| Mil \| Thou
1 . a. Interest accrued and unpaid on deposits (1)				3645		0	1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable)				3646		421,000	1.b.
2 . Net deferred tax liabilities (2)				3049		153,000	2.
3 . Allowance for credit losses on off-balance-sheet credit exposures				B557		6,000	3.
4 . All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25 percent of this item)				2938		1,814,000	4.
a. Accounts payable	3066	0					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.
TEXT
e. 3552	3552	0					4.e.
TEXT
f. 3553	3553	0					4.f.
TEXT
g. 3554	3554	0					4.g.
5 . Total (sum of items 1 through 4) (must equal Schedule RC, item 20)				2930		2,394,000	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.”


		06/2014

FFIEC 041

Page 38 of 85

RC-24

Schedule RC-K—Quarterly Averages (1)


Dollar Amounts in Thousands	RCON		Bil \| Mil \| Thou
Assets
1. Interest-bearing balances due from depository institutions		3381		19,258,000	1.
2. U.S. Treasury securities and U.S. Government agency obligations (2) (excluding mortgage-backed securities)		B558		0	2.
3. Mortgage-backed securities (2)		B559		0	3.
4. All other securities (2), (3) (includes securities issued by states and political subdivisions in the U.S.)		B560		0	4.
5. Federal funds sold and securities purchased under agreements to resell		3365		9,372,000	5.
6. Loans:
a. Total loans		3360		18,013,000	6.a.
b. Loans secured by real estate:
(1) Loans secured by 1–4 family residential properties		3465		3,895,000	6.b.(1)
(2) All other loans secured by real estate		3466		2,939,000	6.b.(2)
c. Commercial and industrial loans		3387		3,021,000	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		129,000	6.d.(2)
7. To be completed by banks with $100 million or more in total assets: (4)
Trading assets		3401		8,000	7.
8. Lease financing receivables (net of unearned income)		3484		0	8.
9. Total assets (5)		3368		47,870,000	9.
Liabilities
10. Interest-bearing transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)		3485		2,372,000	10.
11. Nontransaction accounts:
a. Savings deposits (includes MMDAs)		B563		8,083,000	11.a.
b. Time deposits of $100,000 or more		A514		2,431,000	11.b.
c. Time deposits of less than $100,000		A529		0	11.c.
12. Federal funds purchased and securities sold under agreements to repurchase		3353		1,349,000	12.
13. To be completed by banks with $100 million or more in total assets: (4)
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		3355		5,000	13.
Memorandum
Dollar Amounts in Thousands	RCON		Bil \| Mil \| Thou
Memorandum item 1 is to be completed by: (4)
• 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.	Quarterly averages for all debt securities should be based on amortized cost.

3.	Quarterly averages for all equity securities should be based on historical cost.

4.	The asset-size tests and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.

5.	The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.


		03/2016

FFIEC 041

Page 39 of 85

RC-25

Schedule RC-L—Derivatives and Off-Balance-Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk.

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Unused commitments:

a. Revolving, open-end lines secured by 1–4 family residential properties, e.g., home equity lines

3814

144,000

1.a.

Items 1.a.(1) and 1.a.(2) are to be completed for the December report only.

(1) Unused commitments for Home Equity Conversion Mortgage (HECM) reverse mortgages outstanding that are held for investment (included in item 1.a. above)

J477

1.a.(1)

(2) Unused commitments for proprietary reverse mortgages outstanding that are held for investment (included in item 1.a. above)

J478

1.a.(2)

b. Credit card lines

3815

1.b.

Items 1.b.(1) and 1.b.(2) are to be completed by banks with either $300 million or more in total assets or $300 million or more in credit card lines. (1) (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b)

(1) Unused consumer credit card lines

J455

1.b.(1)

(2) Other unused credit card lines

J456

1.b.(2)

c. Commitments to fund commercial real estate, construction, and land development loans:

(1) Secured by real estate:

(a) 1–4 family residential construction loan commitments

F164

1.c.(1)(a)

(b) Commercial real estate, other construction loan, and land development loan commitments

F165

140,000

1.c.(1)(b)

(2) NOT secured by real estate

6550

67,000

1.c.(2)

d. Securities underwriting

3817

1.d.

e. Other unused commitments:

(1) Commercial and industrial loans

J457

2,759,000

1.e.(1)

(2) Loans to financial institutions

J458

76,000

1.e.(2)

(3) All other unused commitments

J459

1,629,000

1.e.(3)

2. Financial standby letters of credit

3819

425,000

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

97,000

2.a.

3. Performance standby letters of credit

3821

70,000

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

10,000

3.a.

4. Commercial and similar letters of credit

3411

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

6.a.

b. Securities borrowed

3432

6.b.

(Column A)
Sold Protection

(Column B)
Purchased Protection

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

7. Credit derivatives:

a. Notional amounts:

(1) Credit default swaps

C968

C969

7.a.(1)

(2) Total return swaps

C970

C971

7.a.(2)

(3) Credit options

C972

C973

7.a.(3)

(4) Other credit derivatives

C974

C975

7.a.(4)

1.	The asset-size test and the $300 million credit card lines test are generally based on the total assets and credit card lines reported in the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 40 of 85

RC-26

Schedule RC-L—Continued

(Column A)
Sold Protection

(Column B)
Purchased Protection

7. b. Gross fair values:

(1) Gross positive fair value

C219

C221

7.b.(1)

(2) Gross negative fair value

C220

C222

7.b.(2)

RCON

Bil | Mil | Thou

7. c. Notional amounts by regulatory capital treatment: (1)

(1) Positions covered under the Market Risk Rule:

(a) Sold protection

G401

7.c.(1)(a)

(b) Purchased protection

C402

7.c.(1)(b)

(2) All other positions:

(a) Sold protection

G403

7.c.(2)(a)

(b) Purchased protection that is recognized as a guarantee for regulatory capital purposes

G404

7.c.(2)(b)

G405

7.c.(2)(c)

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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

7. d. Notional amounts by remaining maturity:

(1) Sold credit protection: (2)

(a) Investment grade

G406

G407

G408

7.d.(1)(a)

(b) Subinvestment grade

G409

G410

G411

7.d.(1)(b)

(2) Purchased credit protection: (3)

(a) Investment grade

G412

G413

G414

7.d.(2)(a)

(b) Subinvestment grade

G415

G416

G417

7.d.(2)(b)

RCON

Bil | Mil | Thou

8. Spot foreign exchange contracts

8765

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

a. Not applicable.

b. Commitments to purchase when-issued securities

3434

9.b.

c. Standby letters of credit issued by another party
(e.g., a Federal Home Loan Bank) on the bank’s behalf

C978

9.c.

d. TEXT

3555

9.d.

e. TEXT

3556

9.e.

f. TEXT

3557

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

10.

a. Commitments to sell when-issued securities

3435

10.a.

b. TEXT

5592

10.b.

c. TEXT

5593

10.c.

d. TEXT

5594

10.d.

e. TEXT

5595

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.


		03/2015

FFIEC 041

Page 41 of 85

RC-27

Schedule RC-L—Continued

Dollar Amounts in Thousands

RCON

Tril | Bil | Mil | Thou

11. Year-to-date merchant credit card sales volume:

a. Sales for which the reporting bank is the acquiring bank

C223

11.a.

b. Sales for which the reporting bank is the agent bank with risk

C224

11.b.

Dollar Amounts in Thousands

(Column A)
Interest Rate
Contracts

(Column B)
Foreign Exchange
Contracts

(Column C)
Equity Derivative
Contracts

(Column D)
Commodity and
Other Contracts

Derivatives Position
Indicators

Tril | Bil | Mil | Thou

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

12.a.

RCON 8697

RCON 8698

RCON 8699

RCON 8700

b. Forward contracts

12.b.

c. Exchange-traded option contracts:

RCON 8701

RCON 8702

RCON 8703

RCON 8704

(1) Written options

12.c.(1)

RCON 8705

RCON 8706

RCON 8707

RCON 8708

(2) Purchased options

12.c.(2)

d. Over-the-counter option contracts:

RCON 8709

RCON 8710

RCON 8711

RCON8712

(1) Written options

12.d.(1)

RCON 8713

RCON 8714

RCON 8715

RCON 8716

(2) Purchased options

12.d.

(2)

RCON 3450

RCON 3826

RCON 8719

RCON 8720

e. Swaps

3,620,000

12.e.

13. Total gross notional amount of derivative contracts held for trading

RCON A126

RCON A127

RCON 8723

RCON 8724

57,000

13.

14. Total gross notional amount of derivative contracts held for purposes other than trading

RCON 8725

RCON 8726

RCON 8727

RCON 8728

3,563,000

14.

a. Interest rate swaps where the bank has agreed to pay a fixed rate

RCON A589

14.a.

15. Gross fair values of derivative contracts:

a. Contracts held for trading:

RCON 8733

RCON 8734

RCON 8735

RCON 8736

(1) Gross positive fair value

6,000

15.a.(1)

(2) Gross negative fair value

RCON 8737

RCON 8738

RCON 8739

RCON 8740

6,000

15.a.(2)

b. Contracts held for purposes other than trading:

RCON 8741

RCON 8742

RCON 8743

RCON 8744

(1) Gross positive fair value

19,000

15.b.(1)

(2) Gross negative fair value

RCON 8745

RCON 8746

RCON 8747

RCON 8748

51,000

15.b.(2)


		03/2015

FFIEC 041

Page 42 of 85

RC-28

Schedule RC-L—Continued

Item 16 is to be completed only by banks with total assets of $10 billion or more. (1)

(Column A)
Banks and
Securities Firms

(Column B)
Monoline
Financial
Guarantors

(Column C)
Hedge Funds

(Column D)
Sovereign
Governments

(Column E)
Corporations
and All Other
Counterparties

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

16. Over-the-counter derivatives:

a. Net current credit exposure

G418

G419

G420

G421

G422

6,000

16.a.

b. Fair value of collateral:

(1) Cash—U.S. dollar

G423

G424

G425

G426

G427

16.b.

(1)

(2) Cash—Other currencies

G428

G429

G430

G431

G432

16.b.

(2)

(3) U.S. Treasury securities

G433

G434

G435

G436

G437

16.b.

(3)

(4) U.S. Government agency and U.S. Government-sponsored agency debt securities

G438

G439

G440

G441

G442

16.b.

(4)

(5) Corporate bonds

G443

G444

G445

G446

G447

16.b.

(5)

(6) Equity securities

G448

G449

G450

G451

G452

16.b.

(6)

(7) All other collateral

G453

G454

G455

G456

G457

16.b.

(7)

(8) Total fair value of collateral (sum of items 16.b.(1) through (7))

G458

G459

G460

G461

G462

16.b.

(8)

1.	The $10 billion asset-size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 43 of 85

RC-29

Schedule RC-M—Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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

2,000

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 percent of total capital as defined for this purpose in agency regulations

6165

Number

1.b.

2. Intangible assets other than goodwill:

a. Mortgage servicing assets

3164

2.a.

(1) Estimated fair value of mortgage servicing assets

A590

2.a.

(1)

b. Purchased credit card relationships and nonmortgage servicing assets

B026

2.b.

c. All other identifiable intangible assets

5507

25,000

2.c.

d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b)

0426

25,000

2.d.

3. Other real estate owned:

a. Construction, land development, and other land

5508

3.a.

b. Farmland

5509

3.b.

c. 1–4 family residential properties

5510

3.c.

d. Multifamily (5 or more) residential properties

5511

3.d.

e. Nonfarm nonresidential properties

5512

3.e.

f. Foreclosed properties from “GNMA loans”

C979

3.f.

g. Total (sum of items 3.a through 3.f) (must equal Schedule RC, item 7)

2150

3.g.

4. Not applicable

5. Other borrowed money:

a. Federal Home Loan Bank advances:

(1) Advances with a remaining maturity or next repricing date of: ⁽¹⁾

(a) One year or less

F055

5.a.

(1)(a)

(b) Over one year through three years

F056

5.a.

(1)(b)

F057

5.a.

(1)(c)

(d) Over five years

F058

5.a.

(1)(d)

(2) Advances with a REMAINING MATURITY of one year or less (included in item 5.a.(1)(a) above) ⁽²⁾

2651

5.a.

(2)

(3) Structured advances (included in items 5.a.(1)(a)–(d) above)

F059

5.a.

(3)

b. Other borrowings:

(1) Other borrowings with a remaining maturity or next repricing date of: ⁽³⁾

(a) One year or less

F060

5,000

5.b.

(1)(a)

(b) Over one year through three years

F061

5.b.

(1)(b)

F062

5.b.

(1)(c)

(d) Over five years

F063

5.b.

(1)(d)

(2) Other borrowings with a REMAINING MATURITY of one year or less (included in item 5.b.(1)(a) above) ⁽⁴⁾

B571

5,000

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

5,000

5.c.

1.	Report fixed-rate advances by remaining maturity and floating-rate advances by next repricing date.

2.	Report both fixed- and floating-rate advances by remaining maturity. Exclude floating-rate advances with a next repricing date of one year or less that have a remaining maturity of over one year.

3.	Report fixed-rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date.

4.	Report both fixed- and floating-rate other borrowings by remaining maturity. Exclude floating-rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year.


		06/2012

FFIEC 041

Page 44 of 85

RC-30

Schedule RC-M—Continued

Dollar Amounts in Thousands

RCON

Yes

Does the reporting bank sell private label or third-party mutual funds and annuities?

B569

RCON

Bil | Mil | Thou

Assets under the reporting bank’s management in proprietary mutual funds and annuities

B570

Internet website addresses and physical office trade names:

Uniform Resource Locator (URL) of the reporting institution’s primary Internet website (home page), if any (Example: www.examplebank.com):

TEXT

4087 http:// http://www.db.com

8.a.

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⁾

TE01

(1) N528 http://

8.b.

(1)

TE02

(2) N528 http://

8.b.

(2)

TE03

(3) N528 http://

8.b.

(3)

TE04

(4) N528 http://

8.b.

(4)

TE05

(5) N528 http://

8.b.

(5)

TE06

(6) N528 http://

8.b.

(6)

TE07

(7) N528 http://

8.b.

(7)

TE08

(8) N528 http://

8.b.

(8)

TE09

(9) N528 http://

8.b.

(9)

TE10

(10) N528 http://

8.b.

(10)

Trade names other than the reporting institution’s legal title used to identify one or more of the institution’s physical offices at which deposits are accepted or solicited from the public, if any:

TE01

(1) N529

8.c.

(1)

TE02

(2) N529

8.c.

(2)

TE03

(3) N529

8.c.

(3)

TE04

(4) N529

8.c.

(4)

TE05

(5) N529

8.c.

(5)

TE06

(6) N529

8.c.

(6)

Do any of the bank’s Internet websites have transactional capability, i.e., allow the
bank’s customers to execute transactions on their accounts through the website?

RCON

4088

Yes

10.

Secured liabilities:

Amount of “Federal funds purchased” that are secured

(included in Schedule RC, item 14.a)

RCON

F064

Bil | Mil | Thou

10.a.

Amount of “Other borrowings” that are secured

(included in Schedule RC-M, items 5.b.(1)(a)–(d))

F065

10.b.

11.

Does the bank act as trustee or custodian for Individual Retirement Accounts, Health
Savings Accounts, and other similar accounts?

RCON

G463

Yes

11.

12.

Does the bank provide custody, safekeeping, or other services involving the

acceptance of orders for the sale or purchase of securities?

G464

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).


		03/2015

FFIEC 041

Page 45 of 85

RC-31

Schedule RC-M—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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) 1–4 family residential construction loans

K169

13.a.

(1)(a)(1)

(2) Other construction loans and all land development and other land loans

K170

13.a.

(1)(a)(2)

(b) Secured by farmland

K171

13.a.

(1)(b)

(1) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

K172

13.a.

(1)(c)(1)

(2) Closed-end loans secured by 1–4 family residential properties:

(a) Secured by first liens

K173

13.a.

(1)(c)(2)(a)

(b) Secured by junior liens

K174

13.a.

(1)(c)(2)(b)

(d) Secured by multifamily (5 or more) residential properties

K175

13.a.

(1)(d)

(e) Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential properties

K176

13.a.

(1)(e)(1)

(2) Loans secured by other nonfarm nonresidential properties

K177

13.a.

(1)(e)(2)

(2) Not applicable

(3) Commercial and industrial loans

K179

13.a.

(3)

(4) Loans to individuals for household, family, and other personal expenditures:

(a) Credit cards

K180

13.a.

(4)(a)

(b) Automobile loans

K181

13.a.

(4)(b)

K182

13.a.

(4)(c)

(5) All other loans and all leases

K183

13.a.

(5)

Itemize the categories of loans and leases (as defined in Schedule RC-C, Part I) included in item 13.a.(5) above that exceed 10 percent of total loans and leases covered by loss-sharing agreements with the FDIC (sum of items 13.a.(1) through (5)):

(a) Loans to depository institutions and acceptances of other banks

K184

13.a.

(5)(a)

(b) Loans to foreign governments and official institutions

K185

13.a.

(5)(b)

K186

13.a.

(5)(c)

Item 13.a.(5)(c)(1) is to be completed by: ⁽²⁾

• Banks with $300 million or more in total assets

(1) Loans to finance agricultural production and other loans to farmers included in Schedule RC-M, item 13.a.(5)(c), above

K178

13.a.

(5)(c)(1)

(d) Lease financing receivables

K273

13.a.

(5)(d)

1.	Includes “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.	The $300 million asset-size test and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 46 of 85

RC-32

Schedule RC-M—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

b. Other real estate owned (included in Schedule RC, item 7):

(1) Construction, land development, and other land

K187

13.b.

(1)

(2) Farmland

K188

13.b.

(2)

(3) 1–4 family residential properties

K189

13.b.

(3)

(4) Multifamily (5 or more) residential properties

K190

13.b.

(4)

(5) Nonfarm nonresidential properties

K191

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

13.b.

(7)

c. Debt securities (included in Schedule RC, items 2.a and 2.b)

J461

13.c.

d. Other assets (exclude FDIC loss-sharing indemnification assets)

J462

13.d.

14. Captive insurance and reinsurance subsidiaries:

a. Total assets of captive insurance subsidiaries ⁽¹⁾

K193

14.a.

b. Total assets of captive reinsurance subsidiaries ⁽¹⁾

K194

14.b.

Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender.

15. Qualified Thrift Lender (QTL) test:

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)

RCON

Number

L133

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

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.


		03/2014

FFIEC 041

Page 47 of 85

RC-33

Schedule RC-M—Continued

Item 16. a and, if appropriate, items 16.c and 16.d are to be completed semiannually in the June and December reports only. Item 16.b is to be completed annually in the June report only.

16. International remittance transfers offered to consumers: ⁽¹⁾

a. As of the report date, did your institution offer to consumers in any state any of the following mechanisms for sending international remittance transfers?

RCON

Yes

(1) International wire transfers

N517

16.a.

(1)

(2) International ACH transactions

N518

16.a.

(2)

(3) Other proprietary services operated by your institution

N519

16.a.

(3)

(4) Other proprietary services operated by another party

N520

16.a.

(4)

b. Did your institution provide more than 100 international remittance transfers in the previous calendar year or does your institution estimate that it will provide more than 100 international remittance transfers in the current calendar year?

N521

16.b.

Items 16.c and 16.d are to be completed by institutions that answered “Yes” to item 16.b in the current report or, if item 16.b is not required to be completed in the current report, in the most recent prior report in which item 16.b was required to be completed.

c. Indicate which of the mechanisms described in items 16.a.(1), (2), and (3) above is the mechanism that your institution estimates accounted for the largest number of international remittance transfers your institution provided during the two calendar quarters ending on the report date. (For international wire transfers, enter 1; for international ACH transactions, enter 2; for other proprietary services operated by your institution, enter 3. If your institution did not provide any international remittance transfers using the mechanisms described in items 16.a.(1), (2), and (3) above during the

RCON

Number

two calendar quarters ending on the report date, enter 0.)

N522

16.c.

d. Estimated number and dollar value of international remittance transfers provided by your institution during the two calendar quarters ending on the report date:

(1) Estimated number of international remittance transfers

N523

16.d.

(1)

Bil | Mil | Thou

(2) Estimated dollar value of international remittance transfers

N524

16.d.

(2)

(3) Estimated number of international remittance transfers for which your institution

Number

applied the temporary exception

N527

16.d.

(3)

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. With the exception of item 16.a.(4), report information only about transfers for which the reporting institution is the provider. For item 16.a.(4), report information about transfers for which another party is the provider, and the reporting institution is an agent or a similar type of business partner interacting with the consumers sending the international remittance transfers.


		03/2015

FFIEC 041

Page 48 of 85

RC-34

Schedule RC-N—Past 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		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou
1. Loans secured by real estate:
a. Construction, land development, and other land loans:
(1) 1–4 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		0		5399		0		5400		9,000	1.c.	(1)
(2) Closed-end loans secured by 1-4 family residential properties:
(a) Secured by first liens		C236		3,000		C237		0		C229		49,000	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		15,000	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		69,000	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. Loans to foreign governments and official institutions		5389		0		5390		0		5391		0	6.
7. All other loans ⁽¹⁾		5459		6,000		5460		0		5461		0	7.
8. Lease financing receivables		1226		0		1227		0		1228		0	8.
9. Debt securities and other assets (exclude other real estate owned and other repossessed assets)		3505		0		3506		0		3507		0	9.

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

FFIEC 041

Page 49 of 85

RC-35

Schedule RC-N—Continued

Amounts reported in Schedule RC-N, items 1 through 8, include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 and 11 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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

10. 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

K037

K038

10.

a. Guaranteed portion of loans and leases included in item 10 above, excluding rebooked “GNMA loans”

K039

K040

K041

10.a.

b. Rebooked “GNMA loans” that have been repurchased or are eligible for repurchase included in item 10 above

K042

K043

K044

10.b.

11. 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) 1–4 family residential construction loans

K045

K046

K047

11.a.

(1)(a)

(b) Other construction loans and all land development and other land loans

K048

K049

K050

11.a.

(1)(b)

(2) Secured by farmland

K051

K052

K053

11.a.

(2)

(3) Secured by 1–4 family residential properties:

(a) Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

K054

K055

K056

11.a.

(3)(a)

(b) Closed-end loans secured by 1–4 family residential properties:

(1) Secured by first liens

K057

K058

K059

11.a.

(3)(b)(1)

(2) Secured by junior liens

K060

K061

K062

11.a.

(3)(b)(2)

(4) Secured by multifamily (5 or more) residential properties

K063

K064

K065

11.a.

(4)

(5) Secured by nonfarm nonresidential properties:

(a) Loans secured by owner-occupied nonfarm nonresidential properties

K066

K067

K068

11.a.

(5)(a)

(b) Loans secured by other nonfarm nonresidential properties

K069

K070

K071

11.a.

(5)(b)

b. Not applicable

c. Commercial and industrial loans

K075

K076

K077

11.c.


		06/2012

FFIEC 041

Page 50 of 85

RC-36

Schedule RC-N—Continued

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

11. d. Loans to individuals for household, family, and other personal expenditures:

(1) Credit cards

K078

K079

K080

11.d.

(1)

(2) Automobile loans

K081

K082

K083

11.d.

(2)

(3) Other (includes revolving credit plans other than credit cards and other consumer loans)

K084

K085

K086

11.d.

(3)

e. All other loans and all leases

K087

K088

K089

11.e.

Itemize the past due and nonaccrual amounts included in item 11.e above for the loan and lease categories for which amounts were reported in Schedule RC-M, items 13.a.(5)(a) through (e):

(1) Loans to depository institutions and acceptances of other banks

K091

K092

K093

11.e.

(1)

(2) Loans to foreign governments and official institutions

K095

K096

K097

11.e.

(2)

(3) Other loans ⁽¹⁾

K099

K100

K101

11.e.

(3)

Item 11.e.(3)(a) is to be completed by: ⁽²⁾

• 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 1, item 3) exceeding 5 percent of total loans

(a) Loans to finance agricultural production and other loans to farmers included in Schedule RC-N, item 11.e.(3), above

K072

K073

K074

11.e.

(3)(a)

(4) Lease financing receivables

K269

K271

K272

11.e.

(4)

f. Portion of covered loans and leases included in items 11.a through 11.e above that is protected by FDIC loss-sharing agreements

K102

K103

K104

11.f.

1.	Includes “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.	The $300 million asset-size test and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 51 of 85

RC-37

Schedule RC-N—Continued

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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

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) 1–4 family residential construction loans

K105

K106

K107

M.1.a.

(1)

(2) Other construction loans and all land development and other land loans

K108

K109

K110

M.1.a.

(2)

b. Loans secured by 1–4 family residential properties

F661

F662

F663

3,000

M.1.b.

c. Secured by multifamily (5 or more) residential properties

K111

K112

K113

M.1.c.

d. Secured by nonfarm nonresidential properties:

(1) Loans secured by owner-occupied nonfarm nonresidential properties

K114

K115

K116

M.1.d.

(1)

(2) Loans secured by other nonfarm nonresidential properties

K117

K118

K119

M.1.d.

(2)

e. Commercial and industrial loans

K257

K258

K259

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

K121

K122

M.1.e.

(1)

(2) To non-U.S. addressees (domicile)

K123

K124

K125

M.1.e.

(2)

f. All other loans ( include loans to individuals for household, family, and other personal expenditures)

K126

K127

K128

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

K131

K132

M.1.f.

(1)

(2) Loans to depository institutions and acceptances of other banks

K134

K135

K136

M.1.f.

(2)

(3) Not applicable

1.	The $300 million asset-size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 52 of 85

RC-38

Schedule RC-N—Continued

Memoranda—Continued


	(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		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou		RCON		Bil \| Mil \| Thou
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)
(5) Loans to foreign governments and official institutions		K283		0		K284		0		K285		0	M.1.f.	(5)
(6) Other loans ⁽¹⁾		K286		0		K287		0		K288		0	M.1.f.	(6)
Memorandum item 1.f.(6)(a) is to be completed by: ⁽²⁾
• 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
(a) Loans to finance agricultural production and other loans to farmers included in Schedule RC-N, item Memorandum item 1.f.(6), above		K138		0		K139		0		K140		0	M.1.f.	(6)(a)
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: ⁽²⁾
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		0	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.
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.

1.	Includes “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.	The $300 million asset-size test and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 53 of 85

RC-39

Schedule RC-N—Continued

Memoranda—Continued

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

Memorandum item 4 is to be completed by: ⁽¹⁾

• banks with $300 million or more in total assets

4. Loans to finance agricultural production and other loans to farmers (included in Schedule RC-N, item 7, above)

1594

1597

1583

M.4.

5. Loans and leases held for sale and loans measured at fair value (included in Schedule RC-N, items 1 through 8, above):

a. Loans and leases held for sale

C240

C241

C226

M.5.a.

b. Loans measured at fair value:

(1) Fair value

F664

F665

F666

M.5.b.(1)

(2) Unpaid principal balance

F667

F668

F669

M.5.b.(2)

(Column A)
Past due 30
through 89 days

(Column B)
Past due 90
days or more

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

Memorandum item 6 is to be completed by banks with $300 million or more in total assets: ⁽¹⁾

6. Derivative contracts:

Fair value of amounts carried as assets

3529

3530

M.6.


	RCON		Bil \| Mil \| Thou
7. Additions to nonaccrual assets during the quarter		C410		47,000	M.7.
8. Nonaccrual assets sold during the quarter		C411		5,000	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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

9. Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3):

a. Outstanding balance

L183

L184

L185

M.9.a.

b. Amount included in Schedule RC-N, items 1 through 7, above

L186

L187

L188

M.9.b.

1.	The $300 million asset-size test and the 5 percent of total loans test are generally based on the total assets and total loans reported on the June 30, 2015, Report of Condition.


		03/2016

FFIEC 041

Page 54 of 85

RC-40

Schedule RC-O—Other Data for Deposit Insurance and FICO 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 6 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an “unconsolidated single FDIC certificate number basis” (see instructions) and complete Memorandum items 6 through 18 on a fully consolidated basis.

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations

F236

39,332,000

2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions

F237

3. Not applicable

4. Average consolidated total assets for the calendar quarter

K652

47,870,000

a. Averaging method used

Number

(for daily averaging, enter 1, for weekly averaging, enter 2)

K653

4.a.

Bil | Mil | Thou

5. Average tangible equity for the calendar quarter ⁽¹⁾

K654

8,890,000

6. Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions

K655

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

5,000

7.a.

b. Over one year through three years

G466

7.b.

c. Over three years through five years

G467

7.c.

d. Over five years

G468

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

8.a.

b. Over one year through three years

G470

8.b.

c. Over three years through five years

G471

8.c.

d. Over five years

G472

8.d.

9. Reciprocal brokered deposits (included in Schedule RC-E, Memorandum item 1.b)

G803

Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution.

a. Fully consolidated reciprocal brokered deposits

L190

9.a.

10. Banker’s bank certification:

Does the reporting institution meet both the statutory definition of a banker’s bank and the business conduct test set forth in FDIC regulations?

Yes

K656

10.

If the answer to item 10 is “YES,” complete items 10.a and 10.b.

Bil | Mil | Thou

a. Banker’s bank deduction

K657

10.a.

b. Banker’s bank deduction limit

K658

10.b.

11. Custodial bank certification:

Yes

Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations?

K659

11.

If the answer to item 11 is “YES,” complete items 11.a and 11.b.

Bil | Mil | Thou

a. Custodial bank deduction

K660

29,745,000

11.a.

b. Custodial bank deduction limit

K661

8,180,000

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.


		03/2015

FFIEC 041

Page 55 of 85

RC-41

Schedule RC-O—Continued

Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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

300,000

M.1.a.

(1)

Number

(2) Number of deposit accounts (excluding retirement accounts) of $250,000 or less

F050

10740

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

39,013,000

M.1.b.

(1)

Number

(2) Number of deposit accounts (excluding retirement accounts) of more than $250,000

F052

4217

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

8,000

M.1.c.

(1)

Number

(2) Number of retirement deposit accounts of $250,000 or less

F046

271

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

11,000

M.1.d.

(1)

Number

(2) Number of retirement deposit accounts of more than $250,000

F048

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

37,766,000

M.2.

3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent savings association’s 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

M.3.

4. and 5. 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 generally based on the total assets reported on the June 30, 2015, 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.


		03/2016

FFIEC 041

Page 56 of 85

RC-42

Schedule RC-O—Continued

Amounts reported in Memorandum items 6 through 9, 14, and 15 will not be made available to the public on an individual institution basis.

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

Memorandum items 6 through 12 are to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations.

Criticized and classified items:

a. Special mention

K663

365,000

M.6.a.

b. Substandard

K664

410,000

M.6.b.

c. Doubtful

K665

71,000

M.6.c.

d. Loss

K666

M.6.d.

“Nontraditional 1–4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations:

a. Nontraditional 1-4 family residential mortgage loans

N025

3,147,000

M.7.a.

b. Securitizations of nontraditional 1-4 family residential mortgage loans

N026

M.7.b.

“Higher-risk consumer loans” as defined for assessment purposes only in FDIC regulations:

a. Higher-risk consumer loans

N027

116,000

M.8.a.

b. Securitizations of higher-risk consumer loans

N028

M.8.b.

“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

793,000

M.9.a.

b. Securitizations of higher-risk commercial and industrial loans and securities

N030

M.9.b.

10.

Commitments to fund construction, land development, and other land loans secured by real estate:

a. Total unfunded commitments

K676

94,000

M.10.a.

b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC)

K677

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

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

2,603,000

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

M.13.a.

b. Loans secured by multifamily residential and nonfarm nonresidential properties

N178

M.13.b.

c. Closed-end loans secured by first liens on 1–4 family residential properties

N179

M.13.c.

d. Closed-end loans secured by junior liens on 1–4 family residential properties and revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit

N180

M.13.d.

e. Commercial and industrial loans

N181

368,000

M.13.e.

f. Credit card loans to individuals for household, family, and other personal expenditures

N182

M.13.f.

g. All other loans to individuals for household, family, and other personal expenditures

N183

M.13.g.

h. Non-agency residential mortgage-backed securities

M963

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 institution’s largest counterparty exposure

K673

M.14.

15.

Total amount of the institution’s 20 largest counterparty exposures

K674

M.15.


		03/2014

FFIEC 041

Page 57 of 85

RC-43

Schedule RC-O—Continued

Memoranda—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

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

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

M.17.a.

b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions

L195

M.17.b.

c. Unsecured “Other borrowings” with a remaining maturity of one year or less

L196

M.17.c.

d. Estimated amount of uninsured deposits, including related interest accrued and unpaid

L197

M.17.d.


		06/2012

FFIEC 041

Page 58 of 85

RC-44

Schedule RC-O—Continued

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%

1.01–4%

4.01–7%

7.01–10%

10.01–14%

14.01–16%

16.01–18%

18.01–20%

Dollar Amounts in Thousands

Bil | Mil | Thou

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

RCON M965

RCON M966

RCON M967

RCON M968

RCON M969

RCON M970

RCON M971

469,000

1,008,000

809,000

364,000

102,000

13,000

5,000

30,000

M.18.a.

b. Closed-end loans secured by first liens on 1-4 family residential properties

RCON M979

RCON M980

RCON M981

RCON M982

RCON M983

RCON M984

RCON M985

RCON M986

40,000

83,000

53,000

12,000

15,000

1,000

M.18.b.

c. Closed-end loans secured by junior liens on 1-4 family residential properties

RCON M994

RCON M995

RCON M996

RCON M997

RCON M998

RCON M999

RCON N001

RCON N002

8,000

9,000

4,000

M.18.c.

d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit

RCON N010

RCON N011

RCON N012

RCON N013

RCON N014

RCON N015

RCON N016

RCON N017

52,000

155,000

56,000

29,000

11,000

4,000

7,000

M.18.d.

RCON N040

RCON N041

RCON N042

RCON N043

RCON N044

RCON N045

RCON N046

RCON N047

e. Credit cards

M.18.e.

RCON N055

RCON N056

RCON N057

RCON N058

RCON N059

RCON N060

RCON N061

RCON N062

f. Automobile loans

M.18.f.

RCON N070

RCON N071

RCON N072

RCON N073

RCON N074

RCON N075

RCON N076

RCON N077

g. Student loans

M.18.g.

h. Other consumer loans and revolving credit plans other than credit cards

RCON N085

RCON N086

RCON N087

RCON N088

RCON N089

RCON N090

RCON N091

RCON N092

57,000

22,000

18,000

7,000

1,000

M.18.h.

RCON N100

RCON N101

RCON N102

RCON N103

RCON N104

RCON N105

RCON N106

RCON N107

i. Consumer leases

M.18.i.

RCON N115

RCON N116

RCON N117

RCON N118

RCON N119

RCON N120

RCON N121

RCON N122

j. Total

618,000

1,276,000

945,000

416,000

128,000

19,000

5,000

37,000

M.18.j.


		03/2014

FFIEC 041

Page 59 of 85

RC-45

Schedule RC-O—Continued

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
Derived Using ⁽¹⁾

(Column I)

(Column J)

(Column K)

(Column L)

(Column M)

(Column N)

20.01–22%

22.01–26%

26.01–30%

> 30%

Unscoreable

Total

Dollar Amounts in Thousands

Bil | Mil | Thou

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

RCON M973

RCON M974

RCON M975

RCON M976

RCON M977

RCON M978

6,000

3,000

5,000

330,000

3,147,000

M.18.a.

b. Closed-end loans secured by first liens on 1-4 family residential properties

RCON M987

RCON M988

RCON M989

RCON M990

RCON M991

RCON M992

RCON M993

65,000

269,000

M.18.b.

c. Closed-end loans secured by junior liens on 1-4 family residential properties

RCON N003

RCON N004

RCON N005

RCON N006

RCON N007

RCON N008

RCON N009

2,000

23,000

M.18.c.

d. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit

RCON N018

RCON N019

RCON N020

RCON N021

RCON N022

RCON N023

RCON N024

81,000

395,000

M.18.d.

RCON N048

RCON N049

RCON N050

RCON N051

RCON N052

RCON N053

RCON N054

e. Credit cards

M.18.e.

RCON N063

RCON N064

RCON N065

RCON N066

RCON N067

RCON N068

RCON N069

f. Automobile loans

M.18.f.

RCON N078

RCON N079

RCON N080

RCON N081

RCON N082

RCON N083

RCON N084

g. Student loans

M.18.g.

h. Other consumer loans and revolving credit plans other than credit cards

RCON N093

RCON N094

RCON N095

RCON N096

RCON N097

RCON N098

RCON N099

M.18.h.

2,000

6,000

113,000

RCON N108

RCON N109

RCON N110

RCON N111

RCON N112

RCON N113

RCON N114

i. Consumer leases

M.18.i.

RCON N123

RCON N124

RCON N125

RCON N126

RCON N127

RCON N128

j. Total

6,000

3,000

7,000

484,000

3,947,000

M.18.j.

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.


		03/2014

FFIEC 041

Page 60 of 85

RC-46

Schedule RC-P—1–4 Family Residential Mortgage Banking Activities

Schedule RC-P is to be completed by (1) all banks with $1 billion or more in total assets ⁽¹⁾ and (2) banks with less than $1 billion in total assets at which either 1–4 family residential mortgage loan originations and purchases for resale ⁽²⁾ 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

Bil | Mil | Thou

1. Retail originations during the quarter of 1–4 family residential mortgage loans for sale: ⁽²⁾

a. Closed-end first liens

F066

1.a.

b. Closed-end junior liens

F067

1.b.

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit

F670

1.c.

(1)

(2) Principal amount funded under the lines of credit

F671

1.c.

(2)

2. Wholesale originations and purchases during the quarter of 1–4 family residential mortgage loans for sale: ⁽²⁾

a. Closed-end first liens

F068

2.a.

b. Closed-end junior liens

F069

2.b.

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit

F672

2.c.

(1)

(2) Principal amount funded under the lines of credit

F673

2.c.

(2)

3. 1–4 family residential mortgage loans sold during the quarter:

a. Closed-end first liens

F070

3.a.

b. Closed-end junior liens

F071

3.b.

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit

F674

3.c.

(1)

(2) Principal amount funded under the lines of credit

F675

3.c.

(2)

4. 1–4 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, item 4.a and 5):

a. Closed-end first liens

F072

4.a.

b. Closed-end junior liens

F073

4.b.

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit

F676

4.c.

(1)

(2) Principal amount funded under the lines of credit

F677

4.c.

(2)

5. Noninterest income for the quarter from the sale, securitization, and servicing of 1–4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i):

RIAD

a. Closed-end 1–4 family residential mortgage loans

F184

5.a.

b. Open-end 1–4 family residential mortgage loans extended under lines of credit

F560

5.b.

6. Repurchases and indemnifications of 1–4 family residential mortgage loans during the quarter:

RCON

a. Closed-end first liens

F678

6.a.

b. Closed-end junior liens

F679

6.b.

c. Open-end loans extended under lines of credit:

(1) Total commitment under the lines of credit

F680

6.c.

(1)

(2) Principal amount funded under the lines of credit

F681

6.c.

(2)

7. Representation and warranty reserves for 1–4 family residential mortgage loans sold:

a. For representations and warranties made to U.S. government agencies and government-sponsored agencies

L191

7.a.

b. For representations and warranties made to other parties

L192

7.b.

c. Total representation and warranty reserves (sum of items 7.a and 7.b)

M288

7.c.

1.	The $1 billion asset-size test is generally based on the total assets reported on the June 30, 2015, Report of Condition.

2.	Exclude originations and purchases of 1–4 family residential mortgage loans that are held for investment.


		03/2016

FFIEC 041

Page 61 of 85

RC-47

Schedule RC-Q—Assets and Liabilities Measured at Fair Value on a Recurring Basis

Schedule RC-Q is to be completed by banks that:

(1)	Had total assets of $500 million or more as of the beginning of their fiscal year; or

(2)	Had total assets of less than $500 million as of the beginning of their fiscal year and either:

(a) 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

(b) 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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

Assets

1. Available-for-sale securities

1773

G474

G475

G476

G477

2. Federal funds sold and securities purchased under agreements to resell

G478

G479

G480

G481

G482

3. Loans and leases held for sale

G483

G484

G485

G486

G487

4. Loans and leases held for investment

G488

G489

G490

G491

G492

5. Trading assets:

a. Derivative assets

3543

6,000

G493

19,000

G494

G495

25,000

G496

5.a.

b. Other trading assets

G497

G498

G499

G500

G501

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

F684

F692

F241

F242

5.b.

(1)

6. All other assets

G391

G392

G395

G396

G804

7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6)

G502

6,000

G503

19,000

G504

G505

25,000

G506

Liabilities

8. Deposits

F252

F686

F694

F253

F254

9. Federal funds purchased and securities sold under agreements to repurchase

G507

G508

G509

G510

G511

10. Trading liabilities:

a. Derivative liabilities

3547

G512

19,000

G513

G514

25,000

G515

10.a.

b. Other trading liabilities

G516

G517

G518

G519

G520

10.b.

11. Other borrowed money

G521

G522

G523

G524

G525

11.

12. Subordinated notes and debentures

G526

G527

G528

G529

G530

12.

13. All other liabilities

G805

84,000

G806

G807

G808

31,000

G809

53,000

13.

14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13)

G531

90,000

G532

19,000

G533

G534

56,000

G535

53,000

14.


		06/2012

FFIEC 041

Page 62 of 85

RC-48

Schedule RC-Q—Continued

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

Memoranda

1. All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $25,000 and exceed 25 percent of item 6):

a. Mortgage servicing assets

G536

G537

G538

G539

G540

M.1.a.

b. Nontrading derivative assets

G541

G542

G543

G544

G545

M.1.b.

c. TEXT
G546

G546

G547

G548

G549

G550

M.1.c.

d. TEXT
G551

G551

G552

G553

G554

G555

M.1.d.

e. TEXT
G556

G556

G557

G558

G559

G560

M.1.e.

f. TEXT
G561

G561

G562

G563

G564

G565

M.1.f.

2. All other liabilities (itemize and describe amounts included in Schedule RC-Q, item 13, that are greater than $25,000 and exceed 25 percent of item 13):

a. Loan commitments (not accounted for as derivatives)

F261

53,000

F689

F697

F262

F263

53,000

M.2.a.

b. Nontrading derivative liabilities

G566

31,000

G567

G568

G569

31,000

G570

M.2.b.

c. TEXT
G571

G571

G572

G573

G574

G575

M.2.c.

d. TEXT
G576

G576

G577

G578

G579

G580

M.2.d.

e. TEXT
G581

G581

G582

G583

G584

G585

M.2.e.

f. TEXT
G586

G586

G587

G588

G589

G590

M.2.f.


		06/2012

FFIEC 041

Page 63 of 85

RC-49

Schedule RC-R—Regulatory Capital

Part I. Regulatory Capital Components and Ratios

Part I is to be completed on a consolidated basis.

Dollar Amounts in Thousands

RCOA

Bil | Mil | Thou

Common Equity Tier 1 Capital

1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares

P742

2,728,000

RCON

2. Retained earnings

3632

6,139,000

RCOA

3. Accumulated other comprehensive income (AOCI)

B530

(1,000)

a. AOCI opt-out election (enter “1” for Yes; enter “0” for No.)

0=No

RCOA

(Advanced approaches institutions must enter “0” for No.)

1=Yes

P838

3.a.

RCOA

Bil | Mil | Thou

4. Common equity tier 1 minority interest includable in common equity tier 1 capital

P839

5. Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4)

P840

8,866,000

Common Equity Tier 1 Capital: Adjustments and Deductions

6. LESS: Goodwill net of associated deferred tax liabilities (DTLs)

P841

7. LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs

P842

15,000

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

4,000

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 securities (if a gain, report as a positive value; if a loss, report as a negative value)

P844

9.a.

b. LESS: Net unrealized loss on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures (report loss as a positive value)

P845

9.b.

c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive value; if a loss, report as a negative value)

P846

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

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

9.e.

f. To be completed only by institutions that entered “0” for No in 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

9.f.

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

10.a.

b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions

P850

10.b.

11. LESS: Non-significant investments in the capital of unconsolidated financial institutions in the form of common stock that exceed the 10 percent threshold for non-significant investments

P851

11.

12. Subtotal (item 5 minus items 6 through 11)

P852

8,847,000

12.


		03/2015

FFIEC 041

Page 64 of 85

RC-50

Schedule RC-R—Continued

Part I—Continued


Dollar Amounts in Thousands		RCOA	Bil \| Mil \| Thou
13.	LESS: Significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold	P853		0	13.
14.	LESS: MSAs, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold	P854		0	14.
15.	LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold	P855		0	15.
16.	LESS: Amount of significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs; MSAs, net of associated DTLs; and DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs; that exceeds the 15 percent common equity tier 1 capital deduction threshold	P856		0	16.
17.	LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital to cover deductions	P857		3,000	17.
18.	Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17)	P858		3,000	18.
19.	Common equity tier 1 capital (item 12 minus item 18)	P859		8,844,000	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		3,000	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		8,844,000	26.

Tier 2 Capital
27.	Tier 2 capital instruments plus related surplus	P866		0	27.
28.	Non-qualifying capital instruments subject to phase out from tier 2 capital	P867		0	28.
29.	Total capital minority interest that is not included in tier 1 capital	P868		0	29.
30.	a. Allowance for loan and lease losses includable in tier 2 capital	5310		34,000	30.a.
	b. (Advanced approaches institutions that exit parallel run only): Eligible credit reserves includable in tier 2 capital	RCOW 5310		NA	30.b.
		RCOW 5310		NA	30.b.
31.	Unrealized gains on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures includable in tier 2 capital	RCOA Q257		0	31.
32.	a. Tier 2 capital before deductions (sum of items 27 through 30.a, plus item 31)	P870		34,000	32.a.
	b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital before deductions (sum of items 27 through 29, plus items 30.b and 31)	RCOW P870		NA	32.b.
		RCOA
33.	LESS: Tier 2 capital deductions	P872		0	33.
34.	a. Tier 2 capital (greater of item 32.a minus item 33, or zero)	5311		34,000	34.a.
	b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital (greater of item 32.b less item 33, or zero)	RCOW 5311		NA	34.b.

Total Capital		RCOA
35.	a. Total capital (sum of items 26 and 34.a)	3792		8,878,000	35.a.
	b. (Advanced approaches institutions that exit parallel run only): Total capital (sum of items 26 and 34.b)	RCOW 3792		NA	35.b.


		03/2015

FFIEC 041

Page 65 of 85

RC-51

Schedule RC-R—Continued

Part I—Continued

Dollar Amounts in Thousands

RCON

Tril | Bil | Mil | Thou

Total Assets for the Leverage Ratio

36.

Average total consolidated assets

3368

47,870,000

36.

37.

LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 11, 13 through 17, and certain elements of item 24 - see instructions)

RCOA

P875

22,000

37.

38.

LESS: Other deductions from (additions to) assets for the leverage ratio purposes

B596

38.

39.

Total assets for the leverage ratio (item 36 minus items 37 and 38)

A224

47,848,000

39.

Total Risk-Weighted Assets

40.

a. Total risk-weighted assets (from Schedule RC-R, Part II, item 31)

A223

20,522,000

40.a.

b. (Advanced approaches institutions that exit parallel run only): Total risk-weighted assets using advanced approaches rule (from FFIEC 101 Schedule A, item 60)

RCOW

A223

40.b.

Risk-Based Capital Ratios *

41.

Common equity tier 1 capital ratio (Column A: item 19 divided by item 40.a)

(Column A)

(Column B)

(Advanced approaches institutions that exit parallel run only: Column B: item 19 divided by item 40.b)

RCOA

P793

Percentage

43.0952

RCOW

P793

Percentage

41.

42.

Tier 1 capital ratio (Column A: item 26 divided by item 40.a)

(Advanced approaches institutions that exit parallel run only: Column B: item 26 divided by item 40.b)

7206

43.0952

7206

42.

43.

Total capital ratio (Column A: item 35.a divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 35.b divided by item 40.b)

7205

43.2609

7205

43.

Leverage Capital Ratios *

RCOA

Percentage

44.

Tier 1 leverage ratio (item 26 divided by item 39)

7204

18.4835

44.

45.

Advanced approaches institutions only: Supplementary leverage ratio

(from FFIEC 101 Schedule A, item 98) (effective date for this item to be determined)

45.

Capital Buffer *

RCOA

Percentage

46.

Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments:

a. Capital conservation buffer

H311

35.2609

46.a.

b. (Advanced approaches institutions that exit parallel run only): Total applicable capital buffer

RCOW

H312

46.b.

RCOA

Bil | Mil | Thou

Institutions must complete items 47 and 48 if the amount in item 46.a is less than or equal to the applicable minimum capital conservation buffer:

47.

Eligible retained income

H313

47.

48.

Distributions and discretionary bonus payments during the quarter

H314

48.

*	Report each ratio and buffer as a percentage, rounded to four decimal places, e.g., 12.3456.


		03/2016

FFIEC 041

Page 66 of 85

RC-52

Schedule RC-R—Continued

Part II. Risk-Weighted Assets

Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies’ regulatory capital rules ⁽¹⁾ and not deducted from tier 1 or tier 2 capital.

(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

10%

20%

50%

100%

150%

Dollar Amounts
in Thousands

Bil | Mil | Thou

Balance Sheet Asset Categories ⁽²⁾

1. Cash and balances due from depository institutions

RCON D957

20,673,000

RCON S396

RCON D958

19,392,000

RCON D959

1,281,000

RCON S397

RCON D960

RCON S398

2. Securities:

a. Held-to-
maturity securities

RCON D961

RCON S399

RCON D962

RCON D963

RCON D964

RCON D965

RCON S400

2.a.

b. Available-for-sale securities

RCON D966

RCON S402

RCON D967

RCON D968

RCON D969

RCON D970

RCON S403

2.b.

3. Federal funds sold and securities purchased under agreements to resell:

a. Federal funds sold

RCON D971

RCON D972

RCON D973

RCON S410

RCON D974

RCON S411

3.a

b. Securities purchased under agreements to recrsell

RCON H171

11,777,000

RCON H172

11,777,000

3.b

4. Loans and leases held for sale:

a. Residential mortgage exposures

RCON S413

RCON S414

RCON H173

RCON S415

RCON S416

RCON S417

4.a.

b. High volatility commercial real estate exposures

RCON S419

RCON S420

RCON H174

RCON H175

RCON H176

RCON H177

RCON S421

4.b.

c. Exposures past due 90 days or more or on nonaccrual ⁽³⁾

RCON S423

RCON S424

RCON S425

RCON S426

RCON S427

RCON S428

RCON S429

4.c.

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.	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.


		03/2015

FFIEC 041

Page 67 of 85

RC-53

Schedule RC-R—Continued

Part II—Continued

(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 ⁽⁴⁾

250%⁽⁵⁾

300%

400%

600%

625%

937.5%

1250%

Exposure
Amount

Risk-Weighted
Asset Amount

Dollar Amounts in
Thousands

Bil | Mil | Thou

Balance Sheet Asset Categories (continued)

1. Cash and balances due from depository institutions

2. Securities:

a. Held-to-maturity securities

2.a.

b. Available-for-sale securities

RCON H270

RCON S405
0

RCON S406
0

RCON H271
0

RCON H272
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
0

RCON H274
0

4.a.

b. High volatility commercial real estate exposures

RCON H275
0

RCON H276
0

4.b.

c. Exposures past due 90 days or more or on nonaccrual ⁽⁶⁾

RCON H277
0

RCON H278
0

4.c.

4.	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.

5.	Column K - 250% risk weight is not applicable until the March 31, 2018, report date.

6.	For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.


		06/2015

FFIEC 041

Page 68 of 85 RC-54

Schedule RC-R—Continued

Part II—Continued

(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

10%

20%

50%

100%

150%

Dollar
Amounts in
Thousands

Bil | Mil | Thou

4. Loans and leases held for sale (continued):

d. All other exposures

RCON S431

RCON S432

RCON S433

RCON S434

RCON S435

RCON S436

RCON S437

4.d.

5. Loans and leases, net of unearned income:

a. Residential mortgage exposures

RCON S439

RCON S440

RCON H178

RCON S441

RCON S442

RCON S443

3,899,000

3,784,000

115,000

5.a.

b. High volatility commercial real estate exposures

RCON S445

RCON S446

RCON H179

RCON H180

RCON H181

RCON H182

RCON S447

76,000

76,000

5.b.

c. Exposures past due 90 days or more or on nonaccrual ⁽⁷⁾

RCON S449

RCON S450

RCON S451

RCON S452

RCON S453

RCON S454

RCON S455

92,000

92,000

5.c.

d. All other exposures

RCON S457

RCON S458

RCON S459

RCON S460

RCON S461

RCON S462

RCON S463

13,971,000

95,000

362,000

12,467,000

1,047,000

5.d.

6. LESS: Allowance for loan and lease losses

RCON 3123

28,000

7. Trading assets

RCON D976

RCON S466

RCON D977

RCON D978

RCON D979

RCON D980

RCON S467

6,000

6,000

8. All other assets ⁽⁸⁾

RCON D981

RCON S469

RCON D982

RCON D983

RCON D984

RCON D985

RCON H185

1,204,000

18,000

91,000

247,000

1,000

842,000

5,000

a. Separate account bank-owned life insurance

8.a.

b. Default fund contributions to central counterparties

8.b.

7.	For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

8.	Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.


		03/2015

FFIEC 041

Page 69 of 85

RC-55

Schedule RC-R—Continued

Part II—Continued

(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 ⁽⁹⁾

250% ⁽¹⁰⁾

300%

400%

600%

625%

937.5%

1250%

Exposure
Amount

Risk-Weighted
Asset Amount

Dollar Amounts in Thousands

Bil | Mil | Thou

4. Loans and leases held for sale (continued):

d. All other

RCON H279

RCON H280

exposures

4.d.

5. Loans and leases, net of unearned income:

a. Residential mortgage

RCON H281

RCON H282

exposures

5.a.

b. High volatility commercial real estate

RCON H283

RCON H284

exposures

5.b.

c. Exposures past due

90 days or more or on

RCON H285

RCON H286

nonaccrual ⁽¹¹⁾

5.c.

d. All other exposures

RCON H287

RCON H288

5.d.

6. LESS: Allowance for loan and lease losses

7. Trading assets

RCON H289

RCON H186

RCON H290

RCON H187

RCON H291

RCON H292

8. All other assets ⁽¹²⁾

RCON H293

RCON H188

RCON S470

RCON S471

RCON H294

RCON H295

a. Separate account bank-owned life

RCON H296

RCON H297

insurance

8a.

b. Default fund contributions to central

RCON H298

RCON H299

counterparties

8b.

9.	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.

10.	Column K - 250% risk weight is not applicable until the March 31, 2018, report date.

11.	For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual.

12.	Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.


		06/2015

FFIEC 041

Page 70 of 85

RC-56

Schedule RC-R—Continued

Part II—Continued

(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 ⁽¹³⁾

Gross-Up

Dollar Amounts in Thousands

Bil | Mil | Thou

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

9.a.

RCON S480

RCON S481

RCON S482

RCON S483

RCON S484

b. Available-for-sale securities

9.b.

RCON S485

RCON S486

RCON S487

RCON S488

RCON S489

c. Trading assets

9.c

RCON S490

RCON S491

RCON S492

RCON S493

RCON S494

d. All other on-balance sheet securitization exposures

9.d

RCON S495

RCON S496

RCON S497

RCON S498

RCON S499

10. Off-balance sheet securitization exposures

10.

(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

10%

20%

50%

100%

150%

Dollar
Amounts
in
Thousands

Tril | Bil | Mil | Thou

Bil | Mil | Thou

11. Total balance sheet assets ⁽¹⁴⁾

RCON 2170

51,670,000

RCON S500

11,773,000

RCON D987

19,483,000

RCON D988

1,623,000

RCON D989

4,147,000

RCON D990

13,424,000

RCON S503

1,220,000

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% ⁽¹⁵⁾

300%

400%

600%

625%

937.5%

1250%

Exposure
Amount

Dollar
Amounts in
Thousands

Bil | Mil | Thou

11. Total balance sheet

RCON S504

RCON S505

RCON S506

RCON S507

RCON S510

RCON H300

assets ⁽¹⁴⁾

11.

13.	Simplified Supervisory Formula Approach.

14.	For each of columns A through R of item 11, report the sum of items 1 through 9. For item 11, the sum of columns B through R must equal column A. Item 11, column A, must equal Schedule RC, item 12.

15.	Column K - 250% risk weight is not applicable until the March 31, 2018, report date.


		06/2015

FFIEC 041

Page 71 of 85

RC-57

Schedule RC-R—Continued

Part II—Continued


	(Column A) Face, Notional, or Other Amount		CCF ⁽¹⁶⁾		(Column B) Credit Equivalent Amount ⁽¹⁷⁾		(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	Bil \| Mil \| Thou				Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou	Bil \| Mil \| Thou	Bil \| Mil \| Thou	Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou
Derivatives, Off-Balance Sheet Items, and Other Items Subject to Risk Weighting (Excluding Securitization Exposures) ⁽¹⁸⁾
12. Financial standby letters of credit		RCON D991				RCON D992		RCON D993					RCON D994		RCON D995		RCON D996		RCON S511
		425,000		1.0		425,000		0					1,000		0		424,000		0	12.
13. Performance standby letters of credit and transaction-related contingent items		RCON D997				RCON D998		RCON D999					RCON G603		RCON G604		RCON G605		RCON S512
		70,000		0.5		35,000		0					0		0		35,000		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 G609		RCON G610		RCON G611		RCON S513
		0		0.2		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.

16.	Credit conversion factor.

17.	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.

18.	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.


		03/2015

FFIEC 041

Page 72 of 85

RC-58

Schedule RC-R—Continued

Part II—Continued


	(Column A) Face, Notional, or Other Amount		CCF ⁽¹⁹⁾		(Column B) Credit Equivalent Amount ⁽²⁰⁾		(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	Bil \| Mil \| Thou				Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou		Bil \| Mil \| Thou
16. Repo-style		RCON S515				RCON S516		RCON S517		RCON S518		RCON S519				RCON S520		RCON S521		RCON S522		RCON S523
transactions ⁽²¹⁾		28,000		1.0		28,000		0		0		0				0		0		28,000		0	16.
17. All other off-balance		RCON G618				RCON G619		RCON G620								RCON G621		RCON G622		RCON G623		RCON S524
sheet liabilities		0		1.0		0		0								0		0		0		0	17.
18. Unused commitments:
a. Original maturity of one year or less, excluding asset-backed commercial paper (ABCP)		RCON S525				RCON S526		RCON S527								RCON S528		RCON S529		RCON S530		RCON S531
conduits		95,000		0.2		19,000		0								0		0		19,000		0	18.a.
b. Original maturity of one year or less to
ABCP conduits																							18.b.
c. Original maturity exceeding one year		RCON G624				RCON G625		RCON G626								RCON G627		RCON G628		RCON G629		RCON S539
		4,718,000		0.5		2,359,000		0								0		72,000		2,234,000		53,000	18.c.
19. Unconditionally cancelable		RCON S540				RCON S541
commitments		0		0.0		0																	19.
20. Over-the-counter						RCON S542		RCON S543						RCON S544		RCON S545		RCON S546		RCON S547		RCON S548
derivatives						43,000		0						0		36,000		0		7,000		0	20.
21. Centrally cleared						RCON S549		RCON S550		RCON S551		RCON S552				RCON S554		RCON S555		RCON S556		RCON S557
derivatives						0		0		0		0				0		0		0		0	21.
22. Unsettled transactions		RCON H191						RCON H193								RCON H194		RCON H195		RCON H196		RCON H197
(failed trades) ⁽²²⁾		0						0								0		0		0		0	22.

19.	Credit conversion factor.

20.	For items 16 through 19, column A multiplied by credit conversion factor.

21.	Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.

22.	For item 22, the sum of columns C through Q must equal column A.


		03/2015

FFIEC 041

Page 73 of 85

RC-59

Schedule RC-R—Continued

Part II—Continued

(Column O)

(Column P)

(Column Q)

(Column R)

(Column S)

Allocation by Risk-Weight Category

Application of Other Risk-

Weighting Approaches ⁽²³⁾

625%

937.5%

1250%

Credit Equivalent
Amount

Risk-Weighted
Asset Amount

Dollar Amounts in Thousands

Bil | Mil | Thou

16.Repo-style transactions ⁽²⁴⁾

RCONH301 0

RCON H302 0

16.

17.All other off-balance sheet liabilities

17.

18.Unused commitments:

a. Original maturity of one year or less, excluding asset- backed commercial paper (ABCP) conduits

RCONH303 0

RCON H304 0

18.a.

b. Original maturity of one year or less to ABCP conduits

18.b.

c. Original maturity exceeding one year

RCONH307 0

RCON H308 0

18.c.

19.Unconditionally cancelable commitments

19.

20.Over-the-counter derivatives

RCONH309 0

RCON H310 0

20.

21.Centrally cleared derivatives

21.

22.Unsettled transactions (failed trades) ⁽²⁵⁾

RCON H198 0

RCON H199 0

RCON H200 0

22.

23.	Includes, for example, exposures collateralized by securitization exposures or mutual funds.

24.	Includes securities purchased under agreements to resell (reverse repos), securities sold under agreements to repurchase (repos), securities borrowed, and securities lent.

25.	For item 22, the sum of columns C through Q must equal column A.


		03/2015

FFIEC 041

Page 74 of 85

RC-60

Schedule RC-R—Continued

Part II—Continued

(Column C)

(Column D)

(Column E)

(Column F)

(Column G)

(Column H)

(Column I)

(Column J)

Allocation by Risk-Weight Category

10%

20%

50%

100%

150%

Dollar
Amounts in
Thousands

Bil | Mil | Thou

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

19,483,000

1,660,000

4,219,000

16,171,000

1,273,000

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

332,000

2,109,500

16,171,000

1,909,500

25.


		03/2015

Schedule RC-R—Continued

Part II—Continued

FFIEC 041

Page 75 of 85

RC-61


	(Column K)			(Column L)			(Column M)			(Column N)			(Column O)			(Column P)			(Column Q)
							Allocation by Risk-Weight Category
	250% ⁽²⁶⁾			300%			400%			600%			625%			937.5%			1250%
Dollar Amounts in Thousands	Bil \| Mil \| Thou			Bil \| Mil \| Thou			Bil \| Mil \| Thou			Bil \| Mil \| Thou			Bil \| Mil \| Thou			Bil \| Mil \| Thou			Bil \| Mil \| Thou
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
					0			0			0			0			0			0		23.
24. Risk weight factor		X 250	%		X 300	%		X 400	%		X 600	%		X 625	%		X 937.5	%		X 1250	%	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
					0			0			0			0			0			0		25.

Totals

Dollar Amounts in Thousands

RCON

Tril | Bil | Mil | Thou

26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold

S580

20,525,000

26.

27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rules)

S581

27.

28. Risk-weighted assets before deductions for excess allowance for loan and lease losses and allocated transfer risk reserve ⁽²⁷⁾

B704

20,522,000

28.

29. LESS: Excess allowance for loan and lease losses

A222

29.

30. LESS: Allocated transfer risk reserve

3128

30.

31. Total risk-weighted assets (item 28 minus items 29 and 30)

G641

20,522,000

31.

26.	Column K - 250% risk weight is not applicable until the March 31, 2018, report date.

27.	Sum of items 2.b through 20, column S; items 9.a, 9.b, 9.c, 9.d, and 10, columns T and U; item 25, columns C through Q; and item 27 (if applicable).


		06/2015

FFIEC 041

Page 76 of 85

RC-62

Schedule RC-R—Continued

Part II—Continued

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Current credit exposure across all derivative contracts covered by the regulatory capital rules

G642

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

Tril | Bil | Mil | Thou

RCON

Tril | Bil | Mil | Thou

RCON

Tril | Bil | Mil | Thou

2. Notional principal amounts of over-the-counter derivative contracts:

a. Interest rate

S582

1,165,000

S583

1,955,000

S584

500,000

M.2.a.

b. Foreign exchange rate and gold

S585

S586

S587

M.2.b.

c. Credit (investment grade reference asset)

S588

S589

S590

M.2.c.

d. Credit (non-investment grade reference asset)

S591

S592

S593

M.2.d.

e. Equity

S594

S595

S596

M.2.e.

f. Precious metals (except gold)

S597

S598

S599

M.2.f.

g. Other

S600

S601

S602

M.2.g.

3. Notional principal amounts of centrally cleared derivative contracts:

a. Interest rate

S603

S604

S605

M.3.a.

b. Foreign exchange rate and gold

S606

S607

S608

M.3.b.

c. Credit (investment grade reference asset)

S609

S610

S611

M.3.c.

d. Credit (non-investment grade reference asset)

S612

S613

S614

M.3.d.

e. Equity

S615

S616

S617

M.3.e.

f. Precious metals (except gold)

S618

S619

S620

M.3.f.

g. Other

S621

S622

S623

M.3.g.


		03/2015

FFIEC 041

Page 77 of 85

RC-63

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities

(Column A)
1–4 Family
Residential
Loans

(Column B)
Home Equity
Lines

(Column C)
Credit Card
Receivables

(Column D)
Auto Loans

(Column E)
Other
Consumer
Loans

(Column F)
Commercial
and Industrial
Loans

(Column G)
All Other Loans,
All Leases, and
All Other Assets

Dollar Amounts in Thousands

Bil | Mil | Thou

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

RCON B705

RCON B706

RCON B707

RCON B708

RCON B709

RCON B710

RCON B711

2. Maximum amount of credit exposure arising from recourse or other seller- provided credit enhancements provided to structures reported in item 1 in the form of:

a. Credit-enhancing interest-only strips (included in Schedules RC-B or RC-F or in Schedule RC, item 5)

RCON B712

RCON B713

RCON B714

RCON B715

RCON B716

RCON B717

RCON B718

2.a.

b. Subordinated securities and other residual interests

RCON C393

RCON C394

RCON C395

RCON C396

RCON C397

RCON C398

RCON C399

2.b.

c. Standby letters of credit and other enhancements

RCON C400

RCON C401

RCON C402

RCON C403

RCON C404

RCON C405

RCON C406

2.c.

3. Reporting bank’s unused commitments to provide liquidity to structures reported in item 1

RCON B726

RCON B727

RCON B728

RCON B729

RCON B730

RCON B731

RCON B732

4. Past due loan amounts included in item 1:

a. 30–89 days past due

RCON B733

RCON B734

RCON B735

RCON B736

RCON B737

RCON B738

RCON B739

4.a.

b. 90 days or more past due

RCON B740

RCON B741

RCON B742

RCON B743

RCON B744

RCON B745

RCON B746

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):

a. Charge-offs

RIAD B747

RIAD B748

RIAD B749

RIAD B750

RIAD B751

RIAD B752

RIAD B753

5.a.

b. Recoveries

RIAD B754

RIAD B755

RIAD B756

RIAD B757

RIAD B758

RIAD B759

RIAD B760

5.b.


		06/2012

FFIEC 041

Page 78 of 85

RC-64

Schedule RC-S—Continued

(Column A)
1–4 Family
Residential
Loans

(Column B)
Home Equity
Lines

(Column C)
Credit Card
Receivables

(Column D)
Auto Loans

(Column E)
Other
Consumer
Loans

(Column F)
Commercial
and Industrial
Loans

(Column G)
All Other Loans,
All Leases, and
All Other Assets

Dollar Amounts in
Thousands

Bil | Mil | Thou

6. Amount of ownership (or seller’s) interests carried as:

a. Securities (included in Schedule RC-B or in Schedule RC, item 5)

RCON B761
0

RCON B762
0

RCON B763
0

6.a.

b. Loans (included in Schedule RC-C)

RCON B500
0

RCON B501
0

RCON B502
0

6.b.

7. Past due loan amounts included in interests reported in item 6.a:

RCON B764

RCON B765

RCON B766

7.a.

a. 30–89 days past due

RCON B767

RCON B768

RCON B769

7.b.

b. 90 days or more past due

8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date):

RIAD B770

RIAD B771

RIAD B772

a. Charge-offs

8.a.

RIAD B773

RIAD B774

RIAD B775

b. Recoveries

8.b.

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

RCON B777

RCON B778

RCON B779

RCON B780

RCON B781

RCON B782

10. Reporting bank’s unused commitments to provide liquidity to other institutions’ securitization structures

RCON B783

RCON B784

RCON B785

RCON B786

RCON B787

RCON B788

RCON B789

10.


		06/2012

Schedule RC-S—Continued

FFIEC 041

Page 79 of 85

RC-65

(Column A)
1–4 Family
Residential
Loans

(Column B)
Home Equity
Lines

(Column C)
Credit
Card
Receivables

(Column D)
Auto
Loans

(Column E)
Other
Consumer
Loans

(Column F)
Commercial
and Industrial
Loans

(Column G)
All Other Loans,
All Leases, and
All Other Assets

Dollar Amounts in Thousands

Bil | Mil | Thou

Bank Asset Sales

11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting

bank

RCON B790
0

RCON B791
0

RCON B792
0

RCON B793
0

RCON B794
0

RCON B795
0

RCON B796
0

11.

12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements pro- vided to assets reported in item 11

RCON B797
0

RCON B798
0

RCON B799
0

RCON B800
0

RCON B801
0

RCON B802
0

RCON B803
0

12.

Memoranda

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

1. Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994:

a. Outstanding principal balance

A249

M.1.a.

b. Amount of retained recourse on these obligations as of the report date

A250

M.1.b.

2. Outstanding principal balance of assets serviced for others (includes participations serviced for others):

a. Closed-end 1–4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements

B804

M.2.a.

b. Closed-end 1–4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements

B805

M.2.b.

c. Other financial assets (includes home equity lines) ⁽¹⁾

A591

M.2.c.

d. 1–4 family residential mortgages serviced for others that are in process of foreclosure at quarter-end (includes closed-end and open-end loans)

F699

M.2.d.

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 bank’s holding company

B806

M.3.a.

(1)

(2) Conduits sponsored by other unrelated institutions

B807

M.3.a.

(2)

b. Unused commitments to provide liquidity to conduit structures:

(1) Conduits sponsored by the bank, a bank affiliate, or the bank’s holding company

B808

M.3.b.

(1)

(2) Conduits sponsored by other unrelated institutions

B809

M.3.b.

(2)

4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C ⁽²⁾

C407

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.


		06/2012

Schedule RC-T—Fiduciary and Related Services

FFIEC 041

Page 80 of 85

RC-66

RCON

Yes

1. Does the institution have fiduciary powers? (If “NO,” do not complete Schedule RC-T.)

A345

2. Does the institution exercise the fiduciary powers it has been granted?

A346

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

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) 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) greater than $100 million but less than or equal to $250 million (as of the preceding December 31) that do not meet the fiduciary income test for quarterly reporting must complete:

•

Items 4 through 26 annually with the December report, and

•

Memorandum items 1 through 4 annually with the December report.

Institutions with total fiduciary assets (item 10, sum of columns A and B) of $100 million or less (as of the preceding December 31) 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.

(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

Tril | Bil | Mil | Thou

Fiduciary and Related Assets

RCON B868

RCON B869

RCON B870

RCON B871

4. Personal trust and agency accounts

7,000

6,000

5. Employee benefit and retirement-related trust and agency accounts:

a. Employee benefit—defined contribution

RCON B872

RCON B873

RCON B874

RCON B875

23,000

5.a.

b. Employee benefit—defined benefit

RCON B876

RCON B877

RCON B878

RCON B879

892,000

5.b.

c. Other employee benefit and retirement-related accounts

RCON B880

RCON B881

RCON B882

RCON B883

146,000

77,000

180

5.c.

RCON B884

RCON B885

RCON C001

RCON C002

6. Corporate trust and agency accounts

6,688,000

142,717,000

53,693

7. Investment management and investment advisory agency accounts

RCON B886

RCON J253

RCON B888

RCON J254

21,568,000

184,000

4,266

8. Foundation and endowment trust and agency accounts

RCON J255

RCON J256

RCON J257

RCON J258

493,000

34,000

RCON B890

RCON B891

RCON B892

RCON B893

9. Other fiduciary accounts

10. Total fiduciary accounts (sum of items 4 through 9)

RCON B894

RCON B895

RCON B896

RCON B897

29,817,000

143,018,000

4,528

53,761

10.


		06/2012

Schedule RC-T—Continued

FFIEC 041

Page 81 of 85

RC-67

(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

Tril | Bil | Mil | Thou

RCON B898

RCON B899

11. Custody and safekeeping accounts

38,031,000

5,926

11.

12. Not applicable

13. Individual Retirement Accounts, Health Savings Accounts, and other similar accounts (included in items 5.c and 11)

RCON J259

RCON J260

RCON J261

RCON J262

144,000

498,000

178

892

13.


Dollar Amounts in Thousands	RIAD		Bil \| Mil \| Thou
Fiduciary and Related Services Income
14. Personal trust and agency accounts		B904		10,000	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		72,000	16.
17. Investment management and investment advisory agency accounts		J315		8,000	17.
18. Foundation and endowment trust and agency accounts		J316		0	18.
19. Other fiduciary accounts		A480		0	19.
20. Custody and safekeeping accounts		B909		3,000	20.
21. Other fiduciary and related services income		B910		17,000	21.
22. Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a)		4070		110,000	22.
23. Less: Expenses		C058		0	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		0	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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

1. Managed assets held in fiduciary accounts:

a. Noninterest-bearing deposits

J263

J264

J265

M.1.a.

b. Interest-bearing deposits

J266

J267

J268

M.1.b.

c. U.S. Treasury and U.S. Government agency obligations

J269

J270

J271

M.1.c.

d. State, county and municipal obligations

J272

J273

J274

M.1.d.

e. Money market mutual funds

J275

J276

J277

M.1.e.

f. Equity mutual funds

J278

J279

J280

M.1.f.

g. Other mutual funds

J281

J282

J283

M.1.g.

h. Common trust funds and collective investment funds

J284

J285

J286

M.1.h.

i. Other short-term obligations

J287

J288

J289

M.1.i.

j. Other notes and bonds

J290

J291

J292

M.1.j.

k. Investments in unregistered funds and private equity investments

J293

J294

J295

M.1.k.


		06/2012

FFIEC 041

Page 82 of 85

RC-68

Schedule RC-T—Continued

Memoranda—Continued

(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

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

1. l. Other common and preferred stocks

J296

J297

J298

M.1.l.

m. Real estate mortgages

J299

J300

J301

M.1.m.

n. Real estate

J302

J303

J304

M.1.n.

o. Miscellaneous assets

J305

J306

J307

M.1.o.

p. Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o)

J308

J309

J310

M.1.p.

(Column A)
Managed Accounts

(Column B)
Number of
Managed Accounts

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

1. q. Investments of managed fiduciary accounts in advised or sponsored mutual funds

J311

J312

M.1.q.

(Column A)
Number of
Issues

(Column B)
Principal Amount
Outstanding

Dollar Amounts in Thousands

RCON

Tril | Bil | Mil | Thou

2. Corporate trust and agency accounts:

RCON B928

a. Corporate and municipal trusteeships

B927

M.2.a.

RCON J314

(1) Issues reported in Memorandum item 2.a that are in default

J313

M.2.a.(1)

b. Transfer agent, registrar, paying agent, and other corporate agency

B929

M.2.b.

(Column A)
Number of
Funds

(Column B)
Market Value of
Fund Assets

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

3. Collective investment funds and common trust funds:

a. Domestic equity

B931

B932

423,000

M.3.a.

b. International/Global equity

B933

B934

248,000

M.3.b.

c. Stock/Bond blend

B935

B936

M.3.c.

d. Taxable bond

B937

B938

160,000

M.3.d.

e. Municipal bond

B939

B940

410,000

M.3.e.

f. Short-term investments/Money market

B941

B942

M.3.f.

g. Specialty/Other

B943

B944

1,876,000

M.3.g.

h. Total collective investment funds
(sum of Memorandum items 3.a through 3.g)

B945

B946

3,117,000

M.3.h.


		06/2012

FFIEC 041

Page 83 of 85

RC-69

Schedule RC-T—Continued

Memoranda—Continued

(Column A)
Gross Losses
Managed
Accounts

(Column B)
Gross Losses
Non-Managed
Accounts

(Column C)
Recoveries

Dollar Amounts in Thousands

RIAD

Mil | Thou

RIAD

Mil | Thou

RIAD

Mil | Thou

4. Fiduciary settlements, surcharges, and other losses:

a. Personal trust and agency accounts

B947

B948

B949

M.4.a.

b. Employee benefit and retirement-related trust and agency accounts

B950

B951

B952

M.4.b.

c. Investment management and investment advisory agency accounts

B953

B954

B955

M.4.c.

d. Other fiduciary accounts and related services

B956

B957

B958

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

B960

B961

M.4.e.

Person to whom questions about Schedule RC-T—Fiduciary and Related Services should be directed:


Scott, Iacono, Director
Name and Title (TEXT B962)

[email protected]
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

FFIEC 041

Page 84 of 85

RC-70

Schedule RC-V—Variable Interest Entities

(Column A)
Securitization Vehicles

(Column B)
ABCP Conduits

(Column C)
Other VIEs

Dollar Amounts in Thousands

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

RCON

Bil | Mil | Thou

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

J982

J983

1.a.

b. Held-to-maturity securities

J984

J985

J986

1.b.

c. Available-for-sale securities

J987

J988

J989

1.c.

d. Securities purchased under agreements to resell

J990

J991

J992

1.d.

e. Loans and leases held for sale

J993

J994

J995

1.e.

f. Loans and leases, net of unearned income

J996

J997

J998

1.f.

g. Less: Allowance for loan and lease losses

J999

K001

K002

1.g.

h. Trading assets (other than derivatives)

K003

K004

K005

1.h.

i. Derivative trading assets

K006

K007

K008

1.i.

j. Other real estate owned

K009

K010

K011

1.j.

k. Other assets

K012

K013

K014

2,000

1.k.

2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank:

a. Securities sold under agreements to repurchase

K015

K016

K017

2.a.

b. Derivative trading liabilities

K018

K019

K020

2.b.

c. Commercial paper

K021

K022

K023

2.c.

d. Other borrowed money
(exclude commercial paper)

K024

K025

K026

5,000

2.d.

e. Other liabilities

K027

K028

K029

2.e.

3. All other assets of consolidated VIEs
(not included in items 1.a through 1.k above)

K030

K031

K032

4. All other liabilities of consolidated VIEs
(not included in items 2.a through 2.e above)

K033

K034

K035


		06/2012

FFIEC 041

Page 85 of 85 RC-71

Optional Narrative Statement Concerning the Amounts

Reported in the 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 Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the 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-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 released to the public. 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 bank’s 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 statement’s accuracy.

If, subsequent to the original submission, material changes are submitted for the data reported in the 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)


		06/2013


Consolidated List of Validity Edits, March 2016		Page: 88

Validity

Validity edits are designed to check the accuracy of data, including the logical (or direct) item relationships and arithmetic calculations (or items to a total). These edits must be corrected before filing. These edits are supplied by the Federal Reserve.


Consolidated List of Quality Edits, March 2016		Page: 89

Quality

Quality edits compare items in order to detect possible data inconsistencies. Quality edits define expected relationships between data items. Sometimes, valid data will create conditions that violate a quality edit. Quality edits must either be cleared OR an explanation for the edit failure must be provided by selecting the ““Click to Enter Explanation “” link. These edits are supplied by the Federal Reserve.


Error ID:	R0400.3144
Error Description:	The amount that your bank reported for “Salaries and employee benefits” (RI 7.a.) of $50,000,000 appears to be inconsistent with the “Number of full-time equivalent employees” (RI M.5.) of 694. The salary and benefit expense per employee is calculated by dividing (RI 7.a.) by (RI M.5.). Your report indicates a quarterly salary and benefit expense per employee of $72,046.110, which exceeds our tolerance range of $4 to $40 thousand. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MARCH: AVERAGE SALARY (RI-7A / RI-M5) SHLD BE BETWEEN $4K AND $40K\|\|Quarterly Exp ‘ & cc:RIAD4135[P0] & ‘ / No. Emp ‘ & cc:RIAD4150[P0] & ‘ = Avg Qrtly Salary ‘ & cc:RIAD4135[P0] / cc:RIAD4150[P0]
Calculation Components:	IF Current quarter Is March
	AND
	RI_3.M.5. Number of full-time equivalent employees at end of current period (round to nearest whole number) Should be greater than Zero	694
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) Must be equal Zero	0
	THEN
	RI_2.7.a. Noninterest expense: Salaries and employee benefits Divided by	50,000

	RI_3.M.5. Number of full-time equivalent employees at end of current period (round to nearest whole number)	694

		72
	Should be greater than or equal to	4
	AND
	RI_2.7.a. Noninterest expense: Salaries and employee benefits Divided by	50,000
	RI_3.M.5. Number of full-time equivalent employees at end of current period (round to nearest whole number)	694

		72
	Should be less than or equal to	40
Explanation: NA

Error ID:	R0600.2100
Error Description:	“Total equity capital most recently reported for the previous December Report of Condition and Income” (RI-A 1.) of $8,789,000,000, or the “Balance end of previous calendar year as restated” (RI-A 3.) of $8,789,000,000 should equal the previous December’s “Total equity capital end of current period” (RI-A 12.) of $8,790,000,000. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RI-A12 PRV DEC >0 & CUR RI-A7 =0, CUR RI-A1 OR A3 SHLD= RI-A12 PRV DEC\|\|CURR = ‘ & cc:RIADB508[P0] & ‘ ; PRV DEC = ‘ & cc:RIAD3210[-P1Q] & ‘ ; CURR - PRV DEC = ‘ & (cc:RIADB508[P0] - cc:RIAD3210[-P1Q])

Calculation Components:	IF Current quarter Is March
	AND


Consolidated List of Quality Edits, March 2016		Page: 90


	RI_A.12. Total bank equity capital end of current period 1 Quarter Back	8,790,000
	Should be greater than Zero
	AND
	RI_A.7. Changes incident to business combinations, net Must be equal Zero	0
	THEN
	RI_A.1. Total bank equity capital most recently reported for the December 31, 2015, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)	8,789,000
	Minus
	RI_A.12. Total bank equity capital end of current period 1 Quarter Back	8,790,000

		(1,000)
	Should be less than or equal to	1
	AND
	RI_A.1. Total bank equity capital most recently reported for the December 31, 2015, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)	8,789,000
	Minus
	RI_A.12. Total bank equity capital end of current period 1 Quarter Back	8,790,000

		(1,000)
	Should be greater than or equal to	(1)
	OR
	RI_A.3. Balance end of previous calendar year as restated	8,789,000
	Minus
	RI_A.12. Total bank equity capital end of current period 1 Quarter Back	8,790,000

		(1,000)
	Should be less than or equal to	1
	AND
	RI_A.3. Balance end of previous calendar year as restated	8,789,000
	Minus
	RI_A.12. Total bank equity capital end of current period 1 Quarter Back	8,790,000

		(1,000)
	Should be greater than or equal to	(1)
Explanation: NA

Error ID:	R0780.2182
Error Description:	The “Balance most recently reported for the previous December” for “Changes in allowance for loan and lease losses” (RI-B Part II, 1.) of $42,000,000 should equal the PREVIOUS December’s “Balance end of current period” (RI-B Part II, 7.) of $40,984,000. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RI-BII7 (PREV DEC) >0, THEN RI-BII1 (CUR) SHLD = RI-BII7 (PREV DEC)\|\|Curr = ‘ &
	cc:RIADB522[P0] & ‘ ; Prior = ‘ & cc:RIAD3123[-P1Q] & ‘ ; Difference = ‘ &
	cc:RIADB522[P0] - cc:RIAD3123[-P1Q]
Calculation Components:	IF Current quarter Is March
	AND
	RI_B3.7. Balance end of current period 1 Quarter Back	40,984
	Should be greater than Zero
	THEN
	RI_B3.1. Balance most recently reported for the December 31, 2015, Reports of Condition and Income	42,000
	Minus
	RI_B3.7. Balance end of current period 1 Quarter Back	40,984

		1,016
	Should be less than or equal to	1
	AND


Consolidated List of Quality Edits, March 2016		Page: 91


	RI_B3.1. Balance most recently reported for the December 31, 2015, Reports of Condition and Income	42,000
	Minus
	RI_B3.7. Balance end of current period 1 Quarter Back	40,984

		1,016
	Should be greater than or equal to	(1)
Explanation: NA

Error ID:	R1160.2217
Error Description:	In the absence of any business combination, the amount of “Changes in Equity Capital” related to “Other comprehensive income” on (RI-A 10.) of $ (2,000,000) should equal the period-to-period change in “Accumulated other comprehensive income” on the “Balance Sheet” (RC 26.b., current minus previous) of $6,000,000. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	MAR: IF RI-A7 (CURR) =0, RC-26B (CURR-PREV) SHOULD EQUAL RI-A10 (CURR)\|\|(RI-A 10) = ‘ & cc:RIADB511[P0] & ‘ ; (RC 26b Curr - RC 26b Prev) = ‘ & (cc:RCONB530[P0] - cc:RCONB530[-P1Q])

Calculation Components:	IF Current quarter Is March
	AND
	RI_A.7. Changes incident to business combinations, net	0
	Must be equal Zero
	THEN
	RC_2.26.b. Accumulated other comprehensive income Minus	(1,000)
	RC_2.26.b. Accumulated other comprehensive income 1 Quarter Back	(7,000)

		6,000
	Minus
	RI_A.10. Other comprehensive income	(2,000)

		8,000
	Should be less than or equal to	10
	AND
	RC_2.26.b. Accumulated other comprehensive income	(1,000)
	Minus
	RC_2.26.b. Accumulated other comprehensive income 1 Quarter Back	(7,000)

		6,000
	Minus
	RI_A.10. Other comprehensive income	(2,000)

		8,000
	Should be greater than or equal to	(10)
Explanation: NA

Error ID:	R2006.5641
Error Description:	Your institution reported “Recorded Investment: Collectively Evaluated for Impairment” for “Construction loans” (RI-C 1.a., Column C) $122,000,000. However, you did not report any “Allowance Balance: Collectively Evaluated for Impairment” (RI-C 1.a., Column D). Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RI-C1AC IS GREATER THAN $5 MILLION, THEN RI-C1AD SHOULD BE GREATER THAN ZERO’ & ‘\|\|’ & ‘RI-C1aC = $’ & cc:RCONM710[P0] & ‘ ‘
Calculation Components:	IF
	RI_C. 1.a. C. Recorded Investment: Collectively Evaluated for Impairment (ASC 450-20) Real estate loans: Construction loans	122,000
	Should be greater than	5,000
	THEN


Consolidated List of Quality Edits, March 2016		Page: 92


	RI_C. 1.a. D. Allowance Balance: Collectively Evaluated for Impairment (ASC 450-20) Real estate loans: Construction loans	0
	Should be greater than Zero
Explanation: NA

Error ID:	R2006.5651
Error Description:	Your institution reported “Recorded Investment: Collectively Evaluated for Impairment” for “Other consumer loans” (RI-C 4., Column C) $113,000,000. However, you did not report any “Allowance Balance: Collectively Evaluated for Impairment” (RI-C 4., Column D). Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	‘IF RI-C4C IS GREATER THAN $5 MILLION, THEN RI-C4D SHOULD BE GREATER
	THAN ZERO’ & ‘\|\|’ & ‘RI-C4C = $’ & cc:RCONM741[P0] & ‘ ‘
Calculation Components:	IF
	RI_C. 4. C. Recorded Investment: Collectively Evaluated for Impairment (ASC 450-20) Other consumer loans	113,000
	Should be greater than	5,000
	THEN
	RI_C. 4. D. Allowance Balance: Collectively Evaluated for Impairment (ASC 450-20) Other consumer loans	0
	Should be greater than Zero
Explanation: NA

Error ID:	R2464.2329
Error Description:	Your bank answered “No” in the “Loans to Small Businesses” (RC-C Part II, 1.) box that all or substantially all of your bank`s “Loans secured by nonfarm nonresidential properties” (RC-C Part I, 1.e.1 and 1.e.2, Column B) of $1,902,000,000 have original amounts of $100,000 or less. However, you did not report any “Amount currently outstanding” for “Loans secured by nonfarm nonresidential properties” in RC-C Part II, 3.a. through 3.c., Column B. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RC-CII1 =“No” AND SUM OF RC-CI1E1B AND 1E2B >0, (RC-CII3AB THRU RC-
	CII3CB) S/B >0’ & ‘\|\|’ & ‘Part I = ‘ & cc:RCONF160[P0] + cc:RCONF161[P0] & ‘ ; Part II =
	‘ & (cc:RCON5565[P0] + cc:RCON5567[P0] + cc:RCON5569[P0])
Calculation Components:	IF
	RC_C7.1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” offices, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” have original amounts of $100,000 or less Must be equal	false “false”
	AND
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties	66,000
	Plus
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties	1,836,000

		1,902,000
	Should be greater than Zero
	THEN
	RC_C7.3.a. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of $100,000 or less	0
	Plus


Consolidated List of Quality Edits, March 2016		Page: 93


	RC_C7.3.b. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of more than $100,000 through $250,000	0
	Plus
	RC_C7.3.c. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of more than $250,000 through $1,000,000	0

		0
	Should be greater than Zero
Explanation: NA

Error ID:	R2465.2328
Error Description:	The sum of the “Amounts currently outstanding” for “Loans secured by nonfarm nonresidential properties” with original amounts of $100,000 through $1,000,000 (RC-C Part II, 3.a. through 3.c., Column B) of $0 appears low when compared to total “Loans secured by nonfarm nonresidential properties” (RC-C Part I, 1.e.1 and 1.e.2, Column B) of $1,902,000,000. Your reported amounts currently outstanding represent 0.000% of (RC- C Part I, 1.e.1 and 1.e.2, Column B), which falls below our tolerance of 10%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF THE SUM OF RC-CI1E1B AND RCCI1E2B >$2.5M & RC-CII1=0, (RC-CII3AB+RC- CII3BB+RC-CII3CB) S/B > 10% THE SUM OF RC-CI1E1B AND RC-CI1E2B’ & ‘\|\|’ & ‘’ & (cc:RCON5565[P0] + cc:RCON5567[P0] + cc:RCON5569[P0]) & ‘ / ‘ & (cc:RCONF160[P0] + cc:RCONF161[P0]) & ‘ = ‘ & (cc:RCON5565[P0] + cc:RCON5567[P0] + cc:RCON5569[P0]) / (cc:RCONF160[P0] + cc:RCONF161[P0]) * 100 & ‘%’

Calculation Components:	IF
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties	66,000
	Plus
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties	1,836,000

		1,902,000
	Should be greater than	2,500
	AND
	RC_C7.1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” offices, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” have original amounts of $100,000 or less	false
	Must be equal	“false”
	THEN
	RC_C7.3.a. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of $100,000 or less	0
	Plus
	RC_C7.3.b. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of more than $100,000 through $250,000	0
	Plus
	RC_C7.3.c. B. Amount Currently Outstanding. Number and amount currently outstanding of “Loans secured by nonfarm nonresidential properties”: With original amounts of more than $250,000 through $1,000,000	0

		0
	Should be greater than


Consolidated List of Quality Edits, March 2016		Page: 94


	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties	66,000
	Plus
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties	1,836,000

		1,902,000
	Multiplied by	0.100
Explanation: NA

Error ID:	R2494.1318
Error Description:	Your bank answered “No” in the “Loans to small businesses” (RC-C Part II, 1.) box that all or substantially all of your bank`s “Commercial and industrial loans to U.S. addressees” in “Domestic Offices” (RC-C Part I, 4.a., Column B) have original amounts of $100,000 or less. However, you did not report any “Amount currently outstanding” for “Commercial and industrial loans to U.S. addressees” with original amounts of $100,000 or more in (RC-C Part II, 4.a. through 4.c., Column B). Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF (RC-CII1)=(NO) & (RC-C4AB)>0,(RC-CII4AB CII4CB)S/B > 0’ & ‘\|\|’ & ‘Part I = ‘ &
	cc:RCON1763[P0] & ‘ ; Part II = ‘ & (cc:RCON5571[P0] + cc:RCON5573[P0] +
	cc:RCON5575[P0])
Calculation Components:	IF
	RC_C7.1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” offices, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” have original amounts of $100,000 or less	false
	Must be equal	“false”
	AND
	RC_C.4.a. A. To Be Completed by Banks with $300 Million or More in Total Assets. Commercial and industrial loans. To U.S. addressees (domicile)	2,495,000
	Should be greater than Zero
	THEN
	RC_C7.4.a. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of $100,000 or less
		0
	Plus
	RC_C7.4.b. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $100,000 through $250,000	0
	Plus
	RC_C7.4.c. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $250,000 through $1,000,000	0

		0
	Should be greater than Zero


Consolidated List of Quality Edits, March 2016		Page: 95


Explanation: NA

Error ID:	R2494.2320
Error Description:	Your bank answered “No” in the “Loans to Small Businesses” (RC-C Part II, 1.) box that all or substantially all of your bank`s “Commercial and industrial loans to U.S. addressees” (RC-C Part I, 4., Column B) of $3,227,000,000 have original amounts of $100,000 or less. However, you did not report any “Amount currently outstanding” for “Commercial and industrial loans to U.S. addressees” with original amounts of $100,000 or less in (RC-C Part II, 4.a. through 4.c., Column B). Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RC-CII1=0 AND RC-C4B >0, THEN (RC-CII4AB..CII4CB) SHOULD BE >0\|\|Part I = ‘ &
	cc:RCON1766[P0] & ‘ ; Part II = ‘ & cc:RCON5571[P0] + cc:RCON5573[P0] +
	cc:RCON5575[P0]
Calculation Components:	IF
	RC_C7.1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” offices, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” have original amounts of $100,000 or less	false
	Must be equal	“false”
	AND
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Should be greater than Zero
	THEN
	RC_C7.4.a. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of $100,000 or less
		0
	Plus
	RC_C7.4.b. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $100,000 through $250,000	0
	Plus
	RC_C7.4.c. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $250,000 through $1,000,000	0

		0
	Should be greater than Zero
Explanation: NA

Error ID:	R2496.2337
Error Description:	The sum of the “Amounts currently outstanding” for “Commercial and industrial loans” with original amounts of $100,000 through $1,000,000 (RC-C Part II, 4.a. through 4.c., Column B) of $0 appear low when compared to the total “Commercial and industrial loans” (RC-C Part I, 4., Column B) of $3,227,000,000 . Your reported amounts currently outstanding represent 0.000% of (RC-C Part I, 4., Column B), which falls below our tolerance of 10%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	If CI4B>$2.5M & CII1=0, (CII4AB+CII4BB+CII4CB) S/B > 10% CI4B’ & ‘\|\|’ & “ &
	(cc:RCON5571[P0] + cc:RCON5573[P0] + cc:RCON5575[P0]) & ‘ / ‘ &
	(cc:RCON1766[P0]) & ‘ = ‘ & (cc:RCON5571[P0] + cc:RCON5573[P0] +
	cc:RCON5575[P0]) / (cc:RCON1766[P0]) * 100 & ‘%’
Calculation Components:	IF
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Should be greater than	2,500
	AND
	RC_C7.1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank’s “Loans secured by nonfarm nonresidential properties” offices, and all or substantially all of the dollar volume of your bank’s “Commercial and industrial loans” have original amounts of $100,000 or less	false


Consolidated List of Quality Edits, March 2016		Page: 96


	Must be equal	“false”
	THEN
	RC_C7.4.a. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of $100,000 or less
		0
	Plus
	RC_C7.4.b. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $100,000 through $250,000	0
	Plus
	RC_C7.4.c. B. Amount Currently Outstanding. Number and amount currently outstanding of “Commercial and industrial loans”: With original amounts of more than $250,000 through $1,000,000	0

		0
	Should be greater than
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Multiplied by	0.100
Explanation: NA

Error ID:	R2810.4519
Error Description:	Generally, the unpaid principal balance of loans is comparable to the fair value. Your bank reported “Unpaid principal balance of loans measured at fair value” for “Commercial and industrial loans” (RC-D M.1.b. Domestic Offices) of $63,000,000 and the fair value of these loans (RC-D 6.b. Domestic Offices) of $0. The ratio of the unpaid principal balance to the fair value falls outside our tolerance range of 60% to 140%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RCD M1b SHLD BE >= 60% AND <= 140% OF RCD 6b \|\|RCD M1b = ‘ &
	cc:RCONF632[P0] & ‘; RCD 6b = ‘ & cc:RCONF614[P0]
Calculation Components:	IF
	RC_D2_M.M.1.b. Unpaid principal balance of loans measured at fair value: Commercial and industrial loans	63,000
	Plus
	RC_D.6.b. Loans: Commercial and industrial loans	0

		63,000
	Should be greater than or equal to	150
	THEN
	RC_D2_M.M.1.b. Unpaid principal balance of loans measured at fair value: Commercial and industrial loans	63,000
	Should be greater than or equal to
	0.6 Multiplied by
	RC_D.6.b. Loans: Commercial and industrial loans	0
	AND
	RC_D2_M.M.1.b. Unpaid principal balance of loans measured at fair value: Commercial and industrial loans	63,000

		63,000
	Should be less than or equal to 1.4
	Multiplied by
	RC_D.6.b. Loans: Commercial and industrial loans	0


Consolidated List of Quality Edits, March 2016		Page: 97


Explanation: NA

Error ID:	R2810.4531
Error Description:	Generally, the unpaid principal balance of loans is comparable to the fair value. Your bank reported “Unpaid principal balance of loans measured at fair value” for “Other loans” (RC-D M.1.d. Domestic Offices) of $10,000,000 and the fair value of these loans (RC-D 6.d. Domestic Offices) of $0. The ratio of the unpaid principal balance to the fair value falls outside our tolerance range of 60% to 140%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RCD M1d SHLD BE >= 60% AND <= 140% OF RCD 6d \|\|RCD M1d = ‘ & cc:RCONF636[P0] & ‘; RCD 6d = ‘ & cc:RCONF618[P0]

Calculation	IF
Components:
	RC_D2_M.M.1.d. Unpaid principal balance of loans measured at fair value: Other loans Plus	10,000
	RC_D.6.d. Loans: Other loans	0

		10,000
	Should be greater than or equal to	150
	THEN
	RC_D2_M.M.1.d. Unpaid principal balance of loans measured at fair value: Other loans	10,000
	Should be greater than or equal to 0.6 Multiplied by RC_D.6.d. Loans: Other loans	0
	AND
	RC_D2_M.M.1.d. Unpaid principal balance of loans measured at fair value: Other loans	10,000

		10,000
	Should be less than or equal to
	1.4 Multiplied by
	RC_D.6.d. Loans: Other loans	0

Explanation:
NA

Error ID:	R3115.3238

Error Description:	Generally, brokered deposits are reported as one component of total deposits. Therefore, the “Fully insured brokered deposits of less than $100,000” (RC-E Part I, M.1.c.(1)) of $34,000,000 should be less than or equal to “Total time deposits of less than $100,000” (RC-E Part I, M.2.b.) of $0. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	BROKERED DEPS < $100K (RC-EM1C1) SHLD BE <= TIME DEPS <$100K (RC-EM2B)’ & ‘\|\|’ & “ & cc:RCON2343[P0] & ‘ is not <= to ‘ & cc:RCON6648[P0] & ‘ , difference = ‘ & (cc:RCON2343[P0] - cc:RCON6648[P0])

Calculation Components:	RC_E_M.M.1.c.(1). Selected components of total deposits: Fully insured brokered deposits: Brokered deposits of less than $100,000	34,000
	Should be less than or equal to
	RC_E2_M2.M.2.b. Components of total nontransaction accounts: Total time deposits of less than $100,000	0
	Plus	10

Explanation:
NA

		10

Error ID:	R3490.2425

Error Description:	Any individual other liabilities items exceeding $25,000 and 25% of Schedule RC-G, item 4., “All other liabilities” should be itemized in (RC-G 4.a. through 4.g.). Last quarter, your bank itemized one or more items in the amount of $637,000,000. However, this quarter you itemized none. Please review your reported data, and explain or revise as appropriate.


Consolidated List of Quality Edits, March 2016		Page: 98


Fed Edit Text:	IF PREV (RC-G4A 4G) >0 & CURR (RC-G4) >$500K, CURR (RC-G4A 4G) S/B>0\|\|Previous = ‘ & (cc:RCON3066[-P1Q] + cc:RCONC011[-P1Q] + cc:RCON2932[-P1Q] + cc:RCONC012[-P1Q] + cc:RCON3552[-P1Q] + cc:RCON3553[-P1Q] + cc:RCON3554[-P1Q])

Calculation	IF
Components:
	RC_F.4.a. All other liabilities. Accounts payable 1 Quarter Back	637,000
	Plus
	RC_F.4.b. All other liabilities. Deferred compensation liabilities 1 Quarter Back	0
	Plus
	RC_F.4.c. All other liabilities. Dividends declared but not yet payable 1 Quarter Back	0
	Plus
	RC_F.4.d. All other liabilities. Derivatives with a negative fair value held for purposes other than trading 1 Quarter Back	0
	Plus
	RC_F.4.e. All other liabilities. NA 1 Quarter Back	0
	Plus
	RC_F.4.f. All other liabilities. NA 1 Quarter Back	0
	Plus
	RC_F.4.g. All other liabilities. NA 1 Quarter Back	0

		637,000
	Should be greater than Zero
	AND
	RC_F.4. All other liabilities	1,814,000
	Should be greater than	500
	THEN
	RC_F.4.a. All other liabilities. Accounts payable	0
	Plus
	RC_F.4.b. All other liabilities. Deferred compensation liabilities	0
	Plus
	RC_F.4.c. All other liabilities. Dividends declared but not yet payable	0
	Plus
	RC_F.4.d. All other liabilities. Derivatives with a negative fair value held for purposes other than trading	0
	Plus
	RC_F.4.e. All other liabilities. NA	0
	Plus
	RC_F.4.f. All other liabilities. NA	0
	Plus
	RC_F.4.g. All other liabilities. NA	0

		0
	Should be greater than Zero

Explanation:
NA

Error ID:	R3700.4771

Error Description:	The amount of $3,895,000,000 you reported as a quarterly average on “Loans secured by 1-4 family residential properties” (RC-K 6.b.(1)) seems inconsistent with the calculated quarterly average. The calculated quarterly average of $1,937,000,000.000 is derived by adding the current and previous quarter-end balances of (RC-C Part I, 1.c.(1) + 1.c.(2)(a) + 1.c.(2)(b), Column B), and then dividing the total by two. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-K6B1 SHOULD BE BETWEEN 25% - 125% OF (RC-C1C1B + C1C2AB + C1C2BB CURR + PREV / 2) ‘ & ‘\|\|’ & ‘ $’ & cc:RCON3465[P0] &’ is not within 25% to 125% of $’ & ((cc:RCON1797[P0] + cc:RCON5367[P0] + cc:RCON5368[P0] + cc:RCON1797[-P1Q] + cc:RCON5367[-P1Q] + cc:RCON5368[-P1Q]) / 2)


Consolidated List of Quality Edits, March 2016		Page: 99


Calculation	IF
Components:
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	THEN
	RC_K.6.b.(1). Loans: Loans secured by real estate: Loans secured by 1–4 family residential properties	3,895,000
	Should be greater than or equal to
	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit	435,000
	Plus
	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by first liens	3,418,000
	Plus
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by junior liens	21,000
	Plus
	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit 1 Quarter Back	0
	Plus
	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by first liens 1 Quarter Back	0
	Plus
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by junior liens 1 Quarter Back	0

		3,874,000
	Divided by	2

		1,937,000
	Multiplied by	0.250
	AND
	RC_K.6.b.(1). Loans: Loans secured by real estate: Loans secured by 1–4 family residential properties	3,895,000

		3,895,000
	Should be less than or equal to
	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit	435,000
	Plus
	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by first liens	3,418,000
	Plus
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by junior liens	21,000
	Plus
	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family residential properties and extended under lines of credit 1 Quarter Back	0
	Plus


Consolidated List of Quality Edits, March 2016		Page: 100


	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by first liens 1 Quarter Back	0
	Plus
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate: Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family residential properties: Secured by junior liens 1 Quarter Back	0

		3,874,000
	Divided by	2

		1,937,000
	Multiplied by	1.250

Explanation:
NA

Error ID:	R3700.4773

Error Description:	The amount of $2,939,000,000 you reported as a quarterly average on “All other loans secured by real estate” (RC-K 6.b.(2)) seems inconsistent with the calculated quarterly average. The calculated average of $1,566,000,000.000 is derived by adding the current and previous quarter-end balances of (RC-C Part I, 1.a.(1) + 1.a.(2) + 1.b. + 1.d. + 1.e.(1) + 1.e.(2), Column B), and then dividing the total by two. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-K6B2 SHOULD BE BETWEEN 25% -125% OF (RC-C1A1B + C1A2B + C1BB + C1DB + C1E1B + C1E2B CURR + PREV / 2) ‘ & ‘\|\|’ & ‘ $’ & cc:RCON3466[P0] &’ is not within 25% to 125% of $’ & ((cc:RCONF158[P0] + cc:RCONF159[P0] + cc:RCON1420[P0] + cc:RCON1460[P0] + cc:RCONF160[P0] + cc:RCONF161[P0] + cc:RCONF158[-P1Q] + cc:RCONF159[-P1Q] + cc:RCON1420[-P1Q] + cc:RCON1460[-P1Q] + cc:RCONF160[-P1Q] + cc:RCONF161[-P1Q]) / 2)

Calculation	IF
Components:
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	THEN
	RC_K.6.b.(2). Loans: Loans secured by real estate: All other loans secured by real estate
		2,939,000
	Should be greater than or equal to
	RC_C.1.a.(1). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: 1–4 family residential construction loans	0
	Plus
	RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: Other construction loans and all land development and other land loans	122,000
	Plus
	RC_C.1.b. B. To Be Completed by All Banks. Loans secured by real estate: Secured by farmland (including farm residential and other improvements)	0
	Plus
	RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by multifamily (5 or more) residential properties	1,108,000
	Plus
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties	66,000
	Plus
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties	1,836,000
	Plus


Consolidated List of Quality Edits, March 2016		Page: 101


		RC_C.1.a.(1). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: 1–4 family residential construction loans 1 Quarter Back			0
		Plus
		RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: Other construction loans and all land development and other land loans 1 Quarter Back			0
		Plus
		RC_C.1.b. B. To Be Completed by All Banks. Loans secured by real estate: Secured by farmland (including farm residential and other improvements) 1 Quarter Back			0
		Plus
		RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by multifamily (5 or more) residential properties 1 Quarter Back			0
		Plus
		RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties 1 Quarter Back			0
		Plus
		RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties 1 Quarter Back			0

					3,132,000
		Divided by			2

					1,566,000
		Multiplied by			0.250
		AND
		RC_K.6.b.(2). Loans: Loans secured by real estate: All other loans secured by real estate
					2,939,000

					2,939,000
		Should be less than or equal to
		RC_C.1.a.(1). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: 1–4 family residential construction loans			0
		Plus
		RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: Other construction loans and all land development and other land loans			122,000
		Plus
		RC_C.1.b. B. To Be Completed by All Banks. Loans secured by real estate: Secured by farmland (including farm residential and other improvements)			0
		Plus
		RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by multifamily (5 or more) residential properties			1,108,000
		Plus
		RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties			66,000
		Plus
		RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties			1,836,000
		Plus
		RC_C.1.a.(1). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: 1–4 family residential construction loans 1 Quarter Back			0
		Plus


Consolidated List of Quality Edits, March 2016		Page: 102


	RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate: Construction, land development, and other land loans: Other construction loans and all land development and other land loans 1 Quarter Back	0
	Plus
	RC_C.1.b. B. To Be Completed by All Banks. Loans secured by real estate: Secured by farmland (including farm residential and other improvements) 1 Quarter Back	0
	Plus
	RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by multifamily (5 or more) residential properties 1 Quarter Back	0
	Plus
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm nonresidential properties 1 Quarter Back	0
	Plus
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential properties 1 Quarter Back	0

		3,132,000
	Divided by	2

		1,566,000
	Multiplied by	1.250

Explanation:
NA

Error ID:	R3700.4774

Error Description:	The amount of $3,021,000,000 you reported as a quarterly average on “Commercial and industrial loans” (RC-K 6.c.) seems inconsistent with the calculated quarterly average. The calculated quarterly average of $1,613,500,000.000 is derived by adding the current and previous quarter-end balances of (RC-C Part I, 4., Column B), and then dividing the total by two. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-K6C SHOULD BE BETWEEN 25% -125% OF (RC-C4B CURR + PREV / 2) \|\| $’ & cc:RCON3387[P0] &’ is not within 25% to 125% of $’ & ((cc:RCON1766[P0] + cc:RCON1766[-P1Q]) / 2)

Calculation	IF
Components:
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	THEN
	RC_K.6.c. Loans: Commercial and industrial loans	3,021,000
	Should be greater than or equal to
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Plus
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans 1 Quarter Back	0

		3,227,000
	Divided by	2

		1,613,500
	Multiplied by	0.250
	AND
	RC_K.6.c. Loans: Commercial and industrial loans	3,021,000

		3,021,000
	Should be less than or equal to
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Plus
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans 1 Quarter Back	0


Consolidated List of Quality Edits, March 2016		Page: 103


		3,227,000
	Divided by	2

		1,613,500
	Multiplied by	1.250

Explanation:
NA

Error ID:	R3700.4778

Error Description:	The amount of $129,000,000 you reported as a quarterly average on loans to individuals for household, family, and other personal expenditures “Other” (RC-K 6.d.(2)) seems inconsistent with the calculated quarterly average. The calculated quarterly average of $56,500,000.000 is derived by adding the current and previous quarter-end balances of (RC-C Part I, 6.b. + 6.C + 6.d., Column B), and then dividing the total by two. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-K6D2 SHOULD BE BETWEEN 25% -125% OF (RC-C6BB + C6CB+ C6DB CURR + PREV / 2)’ & ‘\|\|’ & ‘ $’ & cc:RCONB562[P0] &’ is not within 25% to 125% of $’ & ((cc:RCONB539[P0] + cc:RCONK207[P0] + cc:RCONK137[P0] + cc:RCONB539[-P1Q] + cc:RCONK207[-P1Q] + cc:RCONK137[-P1Q])/2)

Calculation	IF
Components:
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	THEN
	RC_K.6.d.(2). Loans: Loans to individuals for household, family, and other personal expenditures: Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)	129,000
	Should be greater than or equal to
	RC_C.6.b. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other revolving credit plans	0
	Plus
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other consumer loans (includes single payment and installment loans other than automobile loans and all student loans)	113,000
	Plus
	RC_C.6.c. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Automobile loans	0
	Plus
	RC_C.6.b. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other revolving credit plans 1 Quarter Back	0
	Plus
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other consumer loans (includes single payment and installment loans other than automobile loans and all student loans) 1 Quarter Back	0
	Plus
	RC_C.6.c. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Automobile loans 1 Quarter Back	0

		113,000
	Divided by	2

		56,500
	Multiplied by	0.250
	AND


Consolidated List of Quality Edits, March 2016		Page: 104


	RC_K.6.d.(2). Loans: Loans to individuals for household, family, and other personal expenditures: Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)	129,000

		129,000
	Should be less than or equal to
	RC_C.6.b. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other revolving credit plans	0
	Plus
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other consumer loans (includes single payment and installment loans other than automobile loans and all student loans)	113,000
	Plus
	RC_C.6.c. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Automobile loans	0
	Plus
	RC_C.6.b. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other revolving credit plans 1 Quarter Back	0
	Plus
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other consumer loans (includes single payment and installment loans other than automobile loans and all student loans) 1 Quarter Back	0
	Plus
	RC_C.6.c. B. To Be Completed by All Banks. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): Automobile loans 1 Quarter Back	0

		113,000
	Divided by	2

		56,500
	Multiplied by	1.250

Explanation:
NA

Error ID:	R3705.2465

Error Description:	Your bank’s annualized yield on “Total loans” (RC-K 6.a.) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.a.(6)) of $111,000,000 by four and dividing by (RC-K 6.a.) of $18,013,000,000. Currently, your annualized yield is 2.465%, which falls below our tolerance of 3.5%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MARCH: IF (RC-K6A) > $4 MIL, THEN (RI-1A6) / (RC-K6A) SHLD BE > 3.5%’ & ‘\|\|’ & ‘’ & cc:RIAD4010[P0] & ‘ / ‘ & cc:RCON3360[P0] & ‘ = ‘ & ((cc:RIAD4010[P0] / cc:RCON3360[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) Must be equal Zero	0
	AND
	RC_K.6.a. Loans: Total loans	18,013,000
	Should be greater than	4,000
	AND
	RC.12. Total assets	51,670,000


Consolidated List of Quality Edits, March 2016		Page: 105


	Should be greater than or equal to Zero
	THEN
	RI.1.a.(6). Interest income: Interest and fee income on loans: Total interest and fee income on loans Divided by	111,000
	RC_K.6.a. Loans: Total loans	18,013,000

		0
	Multiplied by	400

		2
	Should be greater than	3.500

Explanation:
NA

Error ID:	R3725.2471

Error Description:	Your bank’s annualized yield on “Loans secured by 1-4 family residential properties” (RC-K 6.b.(1)) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.a.(1)(a)) of $23,000,000 by four and dividing by (RC-K 6.b.(1)) of $3,895,000,000. Currently, your annualized yield is 2.362%, which falls below our tolerance of 3.5%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MARCH: IF (RC-K6B1) > $3 MIL, THEN (RI-1A1A) / (RC-K6B1) SHLD BE > 3.5%’ & ‘\|\|’ & ‘’ & cc:RIAD4435[P0] & ‘ / ‘ & cc:RCON3465[P0] & ‘ = ‘ & ((cc:RIAD4435[P0] / cc:RCON3465[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions) Must be equal Zero	0
	AND
	RC_K.6.b.(1). Loans: Loans secured by real estate: Loans secured by 1–4 family residential properties	3,895,000
	Should be greater than	3,000
	THEN
	RI.1.a.(1)(a). Interest income: Interest and fee income on loans: Loans secured by real estate: Loans secured by 1–4 family residential properties Divided by	23,000
	RC_K.6.b.(1). Loans: Loans secured by real estate: Loans secured by 1–4 family residential properties	3,895,000

		0
	Multiplied by	400

		2
	Should be greater than	3.500

Explanation:
NA

Error ID:	R3725.4586

Error Description:	Your bank’s annualized yield on “All other loans secured by real estate” (RC-K 6.b.(2)) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.a.(1)(b)) of $24,000,000 by four and dividing by (RC-K 6.b.(2)) of $2,939,000,000. Currently, your annualized yield is 3.266%, which falls below our tolerance of 3.50%. Please review your reported data, and explain or revise as appropriate.


Consolidated List of Quality Edits, March 2016		Page: 106


Fed Edit Text:	FOR MARCH: IF (RC-K6B2) > $3 MIL, THEN (RI-1A1B) / (RC-K6B2) SHLD BE > 3.50%’ & ‘\|\|’ & “ & cc:RIAD4436[P0] & ‘ / ‘ & cc:RCON3466[P0] & ‘ = ‘ & ((cc:RIAD4436[P0] / cc:RCON3466[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions)	0
	Must be equal Zero
	AND
	RC_K.6.b.(2). Loans: Loans secured by real estate: All other loans secured by real estate
		2,939,000
	Should be greater than	3,000
	THEN
	RI.1.a.(1)(b). Interest income: Interest and fee income on loans: Loans secured by real estate: All other loans secured by real estate	24,000
	Divided by
	RC_K.6.b.(2). Loans: Loans secured by real estate: All other loans secured by real estate
		2,939,000

		0
	Multiplied by	400

		3
	Should be greater than	3.500

Explanation:
NA

Error ID:	R3765.2475

Error Description:	Your bank’s annualized yield on “Commercial and industrial loans” (RC-K 6.c.) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.a.(2)) of $18,000,000 by four and dividing by (RC-K 6.c.) of $3,021,000,000. Currently, your annualized yield is 2.383%, which falls below our tolerance of 3.50%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MARCH: IF (RC-K6C) > $4 MIL, THEN (RI-1A2) / (RC-K6C) SHLD BE > 3.50%’ & ‘\|\|’ & “ & cc:RIAD4012[P0] & ‘ / ‘ & cc:RCON3387[P0] & ‘ = ‘ & ((cc:RIAD4012[P0] / cc:RCON3387[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions)	0
	Must be equal Zero
	AND
	RC_K.6.c. Loans: Commercial and industrial loans	3,021,000
	Should be greater than	4,000
	THEN
	RI.1.a.(2). Interest income: Interest and fee income on loans: Commercial and industrial loans	18,000
	Divided by
	RC_K.6.c. Loans: Commercial and industrial loans	3,021,000


Consolidated List of Quality Edits, March 2016		Page: 107


	Multiplied by	400

		2
	Should be greater than	3.500

Explanation:
NA

Error ID:	R3805.2483

Error Description:	Your bank’s annualized yield on “Other loans to individuals” (RC-K 6.d.(2)) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.a.(3)(b)) of $0 by four and dividing by (RC-K 6.d.(2)) of $129,000,000. Currently, your annualized yield is 0.000%, which falls below our tolerance of 3.50%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MARCH: IF (RC-K6D2) >$5 MIL, THEN (RI-1A3B)/(RC-K6D2) SHLD BE > 3.50%’ & ‘\|\|’ & “ & cc:RIADB486[P0] & ‘ / ‘ & cc:RCONB562[P0] & ‘ = ‘ & ((cc:RIADB486[P0] / cc:RCONB562[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RC.12. Total assets	51,670,000
	Should be greater than or equal to Zero
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions)	0
	Must be equal Zero
	AND
	RC_K.6.d.(2). Loans: Loans to individuals for household, family, and other personal expenditures: Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)	129,000
	Should be greater than	5,000
	THEN
	RI.1.a.(3)(b). Interest income: Interest and fee income on loans: Loans to individuals for household, family, and other personal expenditures: Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)	0
	Divided by
	RC_K.6.d.(2). Loans: Loans to individuals for household, family, and other personal expenditures: Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)	129,000
	Multiplied by	400

		0
	Should be greater than	3.500

Explanation:
NA

Error ID:	R3855.2490

Error Description:	Your bank’s annualized yield on “Trading assets” (RC-K 7.) appears inconsistent with current market rates. The annualized yield is calculated by multiplying (RI 1.e.) of $0 by four and dividing by (RC-K 7.) of $8,000,000. Currently, your annualized yield is 0.000%, which falls below our tolerance of 0.75%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	FOR MAR: IF (RC-K7) > $4 MIL, THEN (RI-1E) / (RC-K7) SHOULD BE > 0.75%’ & ‘\|\|’ & “ & cc:RIAD4069[P0] & ‘ / ‘ & cc:RCON3401[P0] & ‘ = ‘ & ((cc:RIAD4069[P0] / cc:RCON3401[P0]) * 400) & ‘%’

Calculation	IF Current quarter Is March
Components:
	AND
	RI_3.M.7. If the reporting institution has applied push down accounting this calendar year, report the date of the institution’s acquisition (see instructions)	0


Consolidated List of Quality Edits, March 2016		Page: 108


	Must be equal Zero
	AND
	RC_K.7. To be completed by banks with $100 million or more in total assets: Trading assets	8,000
	Should be greater than	4,000
	THEN
	RI.1.e. Interest income: Interest and dividend income on securities: Interest income from trading assets	0
	Divided by
	RC_K.7. To be completed by banks with $100 million or more in total assets: Trading assets	8,000

		0
	Multiplied by	400

		0
	Should be greater than	0.750

Explanation:
NA

Error ID:	R4110.2557

Error Description:	The quarterly average of “Loans to finance agricultural production and other loans to farmers” (RC-K M.1.) should be completed by banks that have “Loans to finance agricultural production and other loans to farmers” (RC-C Part I, 3., Column B) exceeding 5% of “Total loans” (RC-C Part I, 12., Column B) as of the PRIOR YEAR June Report of Condition (see footnote 4 of Schedule RC-K). Although your bank met this reporting requirement in June of LAST YEAR, you did not report a quarterly average in (RC-K M.1.) for the current quarter. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	(PREVIOUS JUNE RC-C3B> 5% OF RC-C12B) AND CURRENT (C3B)>0, CURRENT (KM1) SHOULD BE >0\|\|Avg = ‘ & cc:RCON3386[P0] & ‘ ; Curr = ‘ & cc:RCON1590[P0]

Calculation	IF Current quarter Is March
Components:
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and other loans to farmers 3 Quarter Back
	Should be greater than
	RC_C2.12. B. To Be Completed by All Banks. Total loans and leases, net of unearned income 3 Quarter Back
	Multiplied by	0.050
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and other loans to farmers	0

		0
	Should be greater than Zero
	THEN
	RC_K.M.1. Loans to finance agricultural production and other loans to farmers	0
	Should be greater than Zero


Consolidated List of Quality Edits, March 2016		Page: 109



Explanation:
0

Error ID:	R4110.2558
Error Description:	The quarterly average of “Loans to finance agricultural production and other loans to farmers” (RC-K M.1.) should be completed by banks that have “Loans to finance agricultural production and other loans to farmers” (RC-C Part I, 3., Column B) exceeding 5% of “Total loans” (RC-C Part I, 12., Column B) as of the PRIOR YEAR June Report of Condition (see footnote 4 of Schedule RC-K). Although your bank met this reporting requirement in June of LAST YEAR, you did not report a quarterly average in (RC-K M.1.) for the current quarter. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	(PREVIOUS JUNE RC-C3B> 5% OF RC-C12B) AND CURRENT (C3B)>0, CURRENT
	(KM1) SHOULD BE >0\|\|Avg = ‘ & cc:RCON3386[P0] & ‘ ; Curr = ‘ & cc:RCON1590[P0]
Calculation	IF Current quarter Is June
Components:
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and
	other loans to farmers 4 Quarter Back
	Should be greater than
	RC_C2.12. B. To Be Completed by All Banks. Total loans and leases, net of unearned
	income 4 Quarter Back
	Multiplied by	0.050
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and
	other loans to farmers	0

		0
	Should be greater than Zero
	THEN
	RC_K.M.1. Loans to finance agricultural production and other loans to farmers	0
	Should be greater than Zero

Explanation:
0

Error ID:	R4110.2560
Error Description:	The quarterly average of “Loans to finance agricultural production and other loans to farmers” (RC-K M.1.) should be completed by banks that have “Loans to finance agricultural production and other loans to farmers” (RC-C Part I, 3., Column B) exceeding 5% of “Total loans” (RC-C Part I, 12., Column B) as of the PRIOR YEAR June Report of Condition (see footnote 4 of Schedule RC-K). Although your bank met this reporting requirement in June of LAST YEAR, you did not report a quarterly average in (RC-K M.1.) for the current quarter. Please review your reported data, and explain or revise as appropriate.
Fed Edit Text:	(PREVIOUS JUNE RC-C3B> 5% OF RC-C12B) AND CURRENT (C3B)>0, CURRENT
	(KM1) SHOULD BE >0\|\|Avg = ‘ & cc:RCON3386[P0] & ‘ ; Curr = ‘ & cc:RCON1590[P0]
Calculation	IF Current quarter Is December
Components:
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and
	other loans to farmers 6 Quarter Back
	Should be greater than
	RC_C2.12. B. To Be Completed by All Banks. Total loans and leases, net of unearned
	income 6 Quarter Back
	Multiplied by	0.050
	AND
	RC_C.3. B. To Be Completed by All Banks. Loans to finance agricultural production and
	other loans to farmers	0

		0
	Should be greater than Zero
	THEN
	RC_K.M.1. Loans to finance agricultural production and other loans to farmers Should be greater than Zero	0


Consolidated List of Quality Edits, March 2016		Page: 110



Explanation:
0

Error ID:	R4600.3286
Error Description:	Generally, the fair values of derivative contracts are relatively small when compared to the notional amounts. Our editing tolerances expect the fair values to be greater than zero, but less than or equal to 10% of the notional values. This quarter, your bank reported “Total notional value of interest rate contracts held for trading” (RC-L 13., Column A) of $57,000,000 and “Gross fair values of interest rate contracts held for trading” (RC-L 15.a.(1) + 15.a.(2), Column A) of $12,000,000. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RC-L13A > 500000, THEN (RC-L15A1A + L15A2A) S/B > 0 AND <= 10% OF (RC-
	L13A). ELSE, (RC-L15A1A + L15A2A) S/B <= 10% OF (RC-L13A)\|\|Fair Value = $’ &
	(cc:RCON8733[P0] + cc:RCON8737[P0]) & ‘; 10% of Notional Value = $’ &
	(cc:RCONA126[P0] * 0.10)
Calculation	IF
Components:
	RC_L3.13.A. Interest Rate Contracts. Total gross notional amount of derivative contracts
	held for trading	57,000
	Should be greater than	500
	THEN
	RC_L3.15.a.(1).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross positive fair value	6,000
	Plus
	RC_L3.15.a.(2).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross negative fair value	6,000

		12,000
	Should be greater than Zero
	AND
	RC_L3.15.a.(1).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross positive fair value	6,000
	Plus
	RC_L3.15.a.(2).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross negative fair value	6,000

		12,000
	Should be less than or equal to
	RC_L3.13.A. Interest Rate Contracts. Total gross notional amount of derivative contracts
	held for trading	57,000
	Multiplied by	0.100
	RC_L3.15.a.(1).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross positive fair value	6,000
	Plus
	RC_L3.15.a.(2).A. Interest Rate Contracts. Gross fair values of derivative contracts:
	Contracts held for trading: Gross negative fair value	6,000

		12,000
	Should be less than or equal to
	RC_L3.13.A. Interest Rate Contracts. Total gross notional amount of derivative contracts
	held for trading	57,000
	Multiplied by	0.100

		5,700


Consolidated List of Quality Edits, March 2016		Page: 111



Explanation:
NA

Error ID:	R5498.4766
Error Description:	The response to “does the bank provide custody, safekeeping or other services involving the acceptance of orders for the sale or purchase of securities” (RC-M12) has changed this quarter. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-M 12 CURR SHOULD EQUAL RC-M 12 PREV ‘ & ‘\|\|’ & ‘Curr = ‘ & cc:RCONG464[P0]
	& ‘ ; Prior = ‘ & cc:RCONG464[-P1Q]
Calculation	RC_M2.12. Does the bank provide custody, safekeeping, or other services involving the
Components:	acceptance of orders for the sale or purchase of securities? 1 Quarter Back	false
	Must be equal
	RC_M2.12. Does the bank provide custody, safekeeping, or other services involving the
	acceptance of orders for the sale or purchase of securities?	true

Explanation:
NA

Error ID:	R5499.5503
Error	Your bank has changed its response from last quarter as to its compliance with its QTL
Description:	test (RC-M 15.b.). Please review your data and revise or explain as appropriate.
Fed Edit Text:	RCM 15B CURRENT SHOULD EQUAL RCM 15B PREVIOUS’ & ‘\|\|’ & ‘RCM 15B CURR
	= ‘& cc:RCONL135[P0]&’; RCM 15B PREV = ‘& cc:RCONL135[-P1Q]
Calculation	RC_M4.15.b. Qualified Thrift Lender (QTL) test: Has the institution been in compliance
Components:	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?	false
	Must be equal
	RC_M4.15.b. Qualified Thrift Lender (QTL) test: 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? 1 Quarter Back	0

Explanation:
NA

Error ID:	R5664.5558
Error	Last quarter you reported zero for “other construction loans and all land development and
Description:	other land loans” (RC-C 1.a.(2)). However, this quarter you reported $122,000,000.
	Please review your reported data and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 1A2 = 0, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 1a2 =
	zero; Current RC-C 1a2 = $’&cc:RCONF159[P0]
Calculation	IF
Components:
	RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate:
	Construction, land development, and other land loans: Other construction loans and all
	land development and other land loans 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.a.(2). B. To Be Completed by All Banks. Loans secured by real estate:
	Construction, land development, and other land loans: Other construction loans and all
	land development and other land loans	122,000
	Should be less than or equal to	5,000

Explanation:
NA
Error ID:	R5664.5562
Error	Last quarter, your bank reported zero for “revolving, open-end loans secured by 1-4 family
Description:	residential properties and extended under lines of credit” (RC-C 1.c.(1)). However, this
	quarter you reported $435,000,000. Please review your reported data and revise or
	explain as appropriate.
Fed Edit Text:	IF PREV RC-C 1C1 = ZERO, CURR SHOULD BE <= 5 MILL’& ‘\|\|’ & ‘Previous RC-C 1c1
	= zero; Current RC-C 1c1 = $’&cc:RCON1797[P0]
Calculation	IF
Components:


Consolidated List of Quality Edits, March 2016		Page: 112


	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family
	residential properties and extended under lines of credit 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.c.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by 1–4 family residential properties: Revolving, open-end loans secured by 1–4 family
	residential properties and extended under lines of credit	435,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5564
Error	Last quarter, your bank reported zero for “closed-end loans secured by 1-4 family
Description:	residential properties and secured by first liens” (RC-C 1.c.(2)(a)). However, this quarter
	you reported $3,418,000,000. Please review your reported data and revise or explain as
	appropriate.
Fed Edit Text:	IF PREV RC-C 1C2A = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C
	1c2a = zero; Current RC-C 1c2a = $’&cc:RCON5367[P0]
Calculation	IF
Components:
	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate:
	Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family
	residential properties: Secured by first liens 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.c.(2)(a). B. To Be Completed by All Banks. Loans secured by real estate:
	Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family
	residential properties: Secured by first liens	3,418,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5566
Error	Last quarter, your bank reported zero for “closed-end loans secured by 1-4 family
Description:	residential properties secured by junior liens” (RC-C 1.c.(2)(b)). However, this quarter you
	reported $21,000,000. Please review your reported data and revise or explain as
	appropriate.
Fed Edit Text:	IF PREV RC-C 1C2B = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C
	1c2b = zero; Current RC-C 1c2b = $’&cc:RCON5368[P0]
Calculation	IF
Components:
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate:
	Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family
	residential properties: Secured by junior liens 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate:
	Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family
	residential properties: Secured by junior liens	21,000
	Should be less than or equal to	5,000


Consolidated List of Quality Edits, March 2016		Page: 113



Explanation:
NA

Error ID:	R5664.5568
Error	Last quarter, you reported zero for “loans secured by multifamily, 5 or more, residential
Description:	properties” (RC-C 1.d.). However, this quarter you reported $1,108,000,000. Please
	review your reported data and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 1D = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 1d =
	zero; Current RC-C 1d = $’&cc:RCON1460[P0]
Calculation	IF
Components:
	RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by
	multifamily (5 or more) residential properties 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.d. B. To Be Completed by All Banks. Loans secured by real estate: Secured by
	multifamily (5 or more) residential properties	1,108,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5570
Error	Last quarter, your bank reported zero for “loans secured by owner-occupied nonfarm
Description:	nonresidential properties” (RC-C 1.e.(1)). However, this quarter you reported
	$66,000,000. Please review your reported data and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 1E1 = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 1e1
	= zero; Current RC-C 1e1 = $’& cc:RCONF160[P0]
Calculation	IF
Components:
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm
	nonresidential properties 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.e.(1). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by nonfarm nonresidential properties: Loans secured by owner-occupied nonfarm
	nonresidential properties	66,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5572
Error	Last quarter, your bank reported zero for “loans secured by other nonfarm nonresidential
Description:	properties” (RC-C 1.e.(2)). However, this quarter you reported $1,836,000,000. Please
	review your reported data and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 1E2 = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 1e2
	= zero; Current RC-C 1e2 = $’& cc:RCONF161[P0]
Calculation	IF
Components:
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential
	properties 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.1.e.(2). B. To Be Completed by All Banks. Loans secured by real estate: Secured
	by nonfarm nonresidential properties: Loans secured by other nonfarm nonresidential
	properties	1,836,000
	Should be less than or equal to	5,000


Consolidated List of Quality Edits, March 2016		Page: 114



Explanation:
NA
Error ID:	R5664.5574
Error	Last quarter, your bank reported zero for “loans to depository institutions and acceptances
Description:	of other banks” (RC-C 2). However, this quarter you reported $2,064,000,000. Please
	review your reported data and revise or explain as appropriate.

Fed Edit Text:	IF PREV RC-C 2 = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 2 =
	zero; Current RC-C 2 = $’& cc:RCON1288[P0]
Calculation	IF
Components:
	RC_C.2. B. To Be Completed by All Banks. Loans to depository institutions and
	acceptances of other banks 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.2. B. To Be Completed by All Banks. Loans to depository institutions and
	acceptances of other banks	2,064,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5578
Error	Last quarter, your bank reported zero for “Commercial and industrial loans” (RC-C 4).
Description:	However, this quarter you reported $3,227,000,000. Please review your reported data
	and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 4 = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 4 =
	zero; Current RC-C 4 = $’& cc:RCON1766[P0]
Calculation	IF
Components:
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans 1 Quarter
	Back	0
	Must be equal Zero
	THEN
	RC_C.4. B. To Be Completed by All Banks. Commercial and industrial loans	3,227,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5586
Error	Last quarter, your bank reported zero for “other consumer loans to individuals for
Description:	household, family, and other personal expenditures” (RC-C 6.d.). However, this quarter
	you reported $113,000,000. Please review your reported data and revise or explain as
	appropriate.
Fed Edit Text:	IF PREV RC-C 6D = ZERO, CURR SHOULD BE <= 5 MILL’ & ‘\|\|’ & ‘Previous RC-C 6d =
	zero; Current RC-C 6d = $’& cc:RCONK207[P0]
Calculation	IF
Components:
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family,
	and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other
	consumer loans (includes single payment and installment loans other than automobile
	loans and all student loans) 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C.6.d. B. To Be Completed by All Banks. Loans to individuals for household, family,
	and other personal expenditures (i.e., consumer loans) (includes purchased paper): Other
	consumer loans (includes single payment and installment loans other than automobile
	loans and all student loans)	113,000
	Should be less than or equal to	5,000


Consolidated List of Quality Edits, March 2016		Page: 115


Explanation:
NA

Error ID:	R5664.5592
Error	Last quarter, your bank reported zero for “loans to nondepository financial institutions”
Description:	(RC-C 9.a.). However, this quarter you reported $45,000,000. Please review your
	reported data and revise or explain as appropriate.
Fed Edit Text:	IF PREV RC-C 9A = ZERO, CURR SOULD BE <= 5 MILL’& ‘\|\|’ & ‘Previous RC-C 9a =
	zero; Current RC-C 9a = $’& cc:RCONJ454[P0]
Calculation	IF
Components:
	RC_C2.9.a. B. To Be Completed by All Banks. Loans to nondepository financial
	institutions and other loans: Loans to nondepository financial institutions 1 Quarter Back
		0
	Must be equal Zero
	THEN
	RC_C2.9.a. B. To Be Completed by All Banks. Loans to nondepository financial
	institutions and other loans: Loans to nondepository financial institutions	45,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R5664.5594
Error	Last quarter, your bank reported zero for “other loans for purchasing or carrying securities
Description:	and all other loans excluding consumer loans” (RC-C 9.b.). However, this quarter you
	reported $5,583,000,000. Please review your reported data and revise or explain as
	appropriate.
Fed Edit Text:	IF PREV RC-C 9B = ZERO, CURR SHOULD BE <= 5 MILL’& ‘\|\|’ & ‘Previous RC-C 9b =
	zero; Current RC-C 9b = $’& cc:RCONJ464[P0]
Calculation	IF
Components:
	RC_C2.9.b. B. To Be Completed by All Banks. Loans to nondepository financial
	institutions and other loans: Other loans 1 Quarter Back	0
	Must be equal Zero
	THEN
	RC_C2.9.b. B. To Be Completed by All Banks. Loans to nondepository financial
	institutions and other loans: Other loans	5,583,000
	Should be less than or equal to	5,000

Explanation:
NA

Error ID:	R6014.5691
Error	The total amount of $23,000,000 reported for “Closed-end loans secured by junior liens
Description:	on 1-4 family residential properties” (RC-O M.18.c, Column N) should be less than or
	equal to the amount of $21,000,000 reported for “Closed-end loans secured by junior liens
	on 1-4 family residential properties” (RC-C 1.c.(2)(b), Column B). Please review your
	reported data and revise or explain as appropriate.
Fed Edit Text:	RC-O M18C COL N SHOULD BE LESS THAN OR EQUAL TO RC-C 1C2B COL B’ & ‘\|\|’
	& ‘RC-O M18C COL N = $’ & CC:RCONN008[P0] &’; RC-C 1C2B COL B = $’ &
	CC:RCON5368[P0]
Calculation	RC_O6_M5.M.18.c. N. Outstanding balance of 1-4 family residential mortgage loans,
Components:	consumer loans, and consumer leases by two-year probability of default: Closed-end
	loans secured by junior liens on 1-4 family residential properties Two-Year Probability of
	Default (PD): Total	23,000
	Should be less than or equal to
	RC_C.1.c.(2)(b). B. To Be Completed by All Banks. Loans secured by real estate:
	Secured by 1–4 family residential properties: Closed-end loans secured by 1–4 family
	residential properties: Secured by junior liens	21,000


Consolidated List of Quality Edits, March 2016		Page: 116


Explanation:
NA

Error ID:	R6105.2717
Error	Your bank’s average account balance for deposit accounts (excluding retirement
Description:	accounts) of more than $250,000 seems questionable. The average account balance is
	derived from dividing the “Amount of deposit accounts (excluding retirement accounts) of
	more than $250,000” (RC-O M.1.b.(1)) of $39,013,000,000 by the “Number of deposit
	accounts (excluding retirement accounts) of more than $250,000” (RC-O M.1.b.(2)) of 4217. Your derived average balance is $9,251,363.529. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF (RC-OM1B2) > 0, THEN (RC-OM1B1 / RC-OM1B2) SHOULD BE < $5 MIL ‘ & ‘\|\|’ & ‘
	(RC-OM1B1) = $’ & cc:RCONF051[P0] & ‘;(RC-OM1B2) = ‘ & cc:RCONF052[P0] & ‘ AVG
	DEP = $’ & (cc:RCONF051[P0] / cc:RCONF052[P0])
Calculation	IF
Components:
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000	4,217
	Should be greater than Zero
	THEN
	RC_O2_M.M.1.b.(1). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Amount of
	deposit accounts (excluding retirement accounts) of more than $250,000	39,013,000
	Should be greater than	250
	AND
	RC_O2_M.M.1.b.(1). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Amount of
	deposit accounts (excluding retirement accounts) of more than $250,000	39,013,000
	Divided by
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000	4,217

		9,251
	Should be less than	5,000

Explanation:
NA

Error ID:	R6122.3247
Error	Last quarter, your bank’s “Estimated amount of uninsured deposits in domestic offices of
Description:	the bank and in insured branches in Puerto Rico and U.S. territories and possessions”
	(RC-O M.2.) of $0 represented 0.000% of the total “Deposits: In domestic offices” (RC
	13.a.) of $40,526,000,000. However, this quarter your uninsured deposits of
	$37,766,000,000 represents 9,648.952% of total deposits of $39,140,000,000. The
	difference between the current and prior quarter ratios is 96.490%, which exceeds our
	tolerance of 25%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RATIOS BET UNINS DEPS AND TOT DEPS (RC-OM2/13A, CUR-PREV) S/B W/IN 25%’
Calculation	IF
Components:
	RC.13.a. Deposits: In domestic offices 1 Quarter Back	40,526,000
	Should be greater than Zero
	AND
	RC.13.a. Deposits: In domestic offices	39,140,000


Consolidated List of Quality Edits, March 2016		Page: 117


	Should be greater than Zero
	THEN
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest accrued and unpaid	37,766,000
	Divided by
	RC.13.a. Deposits: In domestic offices	39,140,000

		1
	Minus
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0
	Divided by
	RC.13.a. Deposits: In domestic offices 1 Quarter Back	40,526,000

		0

		1
	Should be greater than or equal to	(0.250)
	AND
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid	37,766,000
	Divided by
	RC.13.a. Deposits: In domestic offices	39,140,000

		1
	Minus
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0
	Divided by
	RC.13.a. Deposits: In domestic offices 1 Quarter Back	40,526,000

		0

		1
	Should be less than or equal to	0.250

Explanation:
NA

Error ID:	R6123.4315
Error	Last quarter, your bank reported “Estimated amount of uninsured deposits” (RC-O M.2.)
Description:	of $ 0. This quarter, you reported $ 37,766,000,000 which exceeds our tolerance of +/- $5
	billion of prior quarter`s balance. Please review your reported data, and explain or revise
	as appropriate.

Fed Edit Text:	RC-OM2 CURR S/B = RC-OM2 PREV +/- $5 billion ‘ & ‘\|\|’ & ‘ CURR = $ ‘ &
	cc:RCON5597[P0] & ‘ ; PREV = ‘ & cc:RCON5597[-P1Q] & ‘; Difference = $ ‘ &
	cc:RCON5597[P0] - cc:RCON5597[-P1Q]

Calculation	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
Components:	accrued and unpaid	37,766,000
	Minus
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0

		37,766,000
	Should be greater than or equal to	(5,000,000)
	AND
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid	37,766,000
	Minus
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0

		37,766,000
	Should be less than or equal to	5,000,000

Explanation:


Consolidated List of Quality Edits, March 2016		Page: 118


NA

Error ID:	R6124.4316

Error	Last quarter, your bank reported “Estimated amount of uninsured deposits” (RC-O M.2.)
Description:	of $ 0. This quarter, you reported $37,766,000,000 which exceeds our tolerance of 80% to
	120% of prior quarter`s balance. Please review your reported data, and explain or revise
	as appropriate.

Fed Edit Text:	RC-OM2 CURR S/B WITHIN 20% OF RC-OM2 PREV ‘ & ‘\|\|’ & ‘ CURR = $ ‘ &
	cc:RCON5597[P0] & ‘; PREV = ‘ & cc:RCON5597[-P1Q] & ‘; CURR / PREV = ‘ &
	cc:RCON5597[P0] / cc:RCON5597[-P1Q] * 100 & ‘ %’

Calculation	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
Components:	accrued and unpaid	37,766,000
	Should be greater than or equal to
	0.8 Multiplied by
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0
	AND
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid	37,766,000

		37,766,000
	Should be less than or equal to
	1.2 Multiplied by
	RC_O2_M.M.2. Estimated amount of uninsured deposits, including related interest
	accrued and unpaid 1 Quarter Back	0

Explanation:
NA

Error ID:	R6613.5982

Error	The amount of “Unused commitments” (RC-L 1.a. through 1.e.(3)) of $4,815,000,000
Description:	reported this quarter reflects a large increase from the amount of $0 reported last quarter.
	Please review your reported data and revise or explain as appropriate.

Fed Edit Text:	RC-L 1A THROUGH 1E3 CURRENT SHOULD BE LESS THAN OR EQUAL TO RC-L 1A
	THROUGH 1E3 PRIOR PLUS 5 MILL’ & ‘\|\|’ & ‘RCL 1A THROUGH 1E3 PRIOR = $’ &
	cc:RCON3814[-P1Q] + cc:RCON3815[-P1Q] + cc:RCONF164[-P1Q] + cc:RCONF165[-
	P1Q] + cc:RCON6550[-P1Q] + cc:RCON3817[-P1Q] + cc:RCONJ457[-P1Q]+
	cc:RCONJ458[-P1Q] + cc:RCONJ459[-P1Q] &’; RCL 1A THROUGH 1E3 CURRENT = $’
	& cc:RCON3814[P0] + cc:RCON3815[P0] + cc:RCONF164[P0] + cc:RCONF165[P0] +
	cc:RCON6550[P0] + cc:RCON3817[P0] + cc:RCONJ457[P0] + cc:RCONJ458[P0] +
	cc:RCONJ459[P0]

Calculation	IF
Components:
	RC_L.1.a. Unused commitments: Revolving, open-end lines secured by 1– 4 family
	residential properties, e.g., home equity lines 1 Quarter Back	0
	Plus
	RC_L.1.b. Unused commitments: Credit card lines 1 Quarter Back	0
	Plus
	RC_L.1.c.(1)(a). Unused commitments: Commitments to fund commercial real estate,
	construction, and land development loans: Secured by real estate: 1–4 family residential
	construction loan commitments 1 Quarter Back	0
	Plus
	RC_L.1.c.(1)(b). Unused commitments: Commitments to fund commercial real estate,
	construction, and land development loans: Secured by real estate: Commercial real
	estate, other construction loan, and land development loan commitments 1 Quarter Back
		0
	Plus
	RC_L.1.c.(2). Unused commitments: Commitments to fund commercial real estate,
	construction, and land development loans: NOT secured by real estate 1 Quarter Back	0
	Plus


Consolidated List of Quality Edits, March 2016		Page: 119


		RC_L.1.d. Unused commitments: Securities underwriting 1 Quarter Back			0
		Plus
		RC_L.1.e.(1). Unused commitments: Other unused commitments: Commercial and industrial loans 1 Quarter Back			0
		Plus
		RC_L.1.e.(2). Unused commitments: Other unused commitments: Loans to financial institutions 1 Quarter Back			0
		Plus
		RC_L.1.e.(3). Unused commitments: Other unused commitments: All other unused commitments 1 Quarter Back			0

					0
		Should be less than or equal to			10,000
		THEN
		RC_L.1.a. Unused commitments: Revolving, open-end lines secured by 1– 4 family residential properties, e.g., home equity lines			144,000
		Plus
		RC_L.1.b. Unused commitments: Credit card lines			0
		Plus
		RC_L.1.c.(1)(a). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: Secured by real estate: 1–4 family residential construction loan commitments			0
		Plus
		RC_L.1.c.(1)(b). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: Secured by real estate: Commercial real estate, other construction loan, and land development loan commitments			140,000
		Plus
		RC_L.1.c.(2). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: NOT secured by real estate			67,000
		Plus
		RC_L.1.d. Unused commitments: Securities underwriting			0
		Plus
		RC_L.1.e.(1). Unused commitments: Other unused commitments: Commercial and industrial loans			2,759,000
		Plus
		RC_L.1.e.(2). Unused commitments: Other unused commitments: Loans to financial institutions			76,000
		Plus
		RC_L.1.e.(3). Unused commitments: Other unused commitments: All other unused commitments			1,629,000

					4,815,000
		Should be less than or equal to
		RC_L.1.a. Unused commitments: Revolving, open-end lines secured by 1– 4 family residential properties, e.g., home equity lines 1 Quarter Back			0
		Plus
		RC_L.1.b. Unused commitments: Credit card lines 1 Quarter Back			0
		Plus
		RC_L.1.c.(1)(a). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: Secured by real estate: 1– 4 family residential construction loan commitments 1 Quarter Back			0
		Plus
		RC_L.1.c.(1)(b). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: Secured by real estate: Commercial real estate, other construction loan, and land development loan commitments 1 Quarter Back
					0
		Plus
		RC_L.1.c.(2). Unused commitments: Commitments to fund commercial real estate, construction, and land development loans: NOT secured by real estate 1 Quarter Back			0


Consolidated List of Quality Edits, March 2016		Page: 120


	Plus
	RC_L.1.d. Unused commitments: Securities underwriting 1 Quarter Back	0
	Plus
	RC_L.1.e.(1). Unused commitments: Other unused commitments: Commercial and
	industrial loans 1 Quarter Back	0
	Plus
	RC_L.1.e.(2). Unused commitments: Other unused commitments: Loans to financial
	institutions 1 Quarter Back	0
	Plus
	RC_L.1.e.(3). Unused commitments: Other unused commitments: All other unused
	commitments 1 Quarter Back	0
	Plus	5,000

Explanation:
NA

Error ID:	R6760.6561
Error	Your current “Number of deposit accounts (excluding retirement accounts) of $250,000 or
Description:	less (RC-O M.1.a.(2) of 10740 when compared to the previous quarter of 0 falls outside
	our tolerance range of 50% to 150%. Please review your reported data, and explain or
	revise as appropriate.
Fed Edit Text:	RC-O M1A2 CURR SHOULD BE BETWEEN 50% AND 150% OF RC-O M1A2 PREV.’ &
	‘\|\|’ & ‘CURR(RC-OM1A2) = ‘ & cc:RCONF050[P0] & ‘ ; PREV(RC-OM1A2) = ‘ &
	cc:RCONF050[-P1Q]
Calculation	IF
Components:
	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less 1 Quarter Back	0
	Should be greater than	1
	OR
	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less	10,740
	Should be greater than	1
	THEN
	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less	10,740
	Should be greater than or equal to
	0.5 Multiplied by
	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less 1 Quarter Back	0
	AND
	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less	10,740

		10,740

	Should be less than or equal to
	1.5 Multiplied by


Consolidated List of Quality Edits, March 2016		Page: 121


	RC_O2_M.M.1.a.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of $250,000 or less: Number of deposit
	accounts (excluding retirement accounts) of $250,000 or less 1 Quarter Back	0

Explanation:
NA

Error ID:	R6760.6563
Error	Your current “Number of deposit accounts (excluding retirement accounts) of more than
Description:	$250,000 (RC-O M.1.b.(2) of 4217 when compared to the previous quarter of 0 falls
	outside our tolerance range of 60% to 150%. Please review your reported data, and
	explain or revise as appropriate.
Fed Edit Text:	RC-O M1B2 CURR SHOULD BE BETWEEN 60% AND 150% OF RC-O M1B2 PREV.’ &
	‘\|\|’ & ‘CURR(RC-OM1B2) = ’ & cc:RCONF052[P0] & ‘ ; PREV(RC-OM1B2) = ’ &
	cc:RCONF052[-P1Q]
Calculation	IF
Components:
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000 1 Quarter Back
		0
	Should be greater than	100
	OR
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000	4,217
	Should be greater than	100
	THEN
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000	4,217
	Should be greater than or equal to
	0.6 Multiplied by
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000 1 Quarter Back
		0
	AND
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000	4,217

		4,217
	Should be less than or equal to
	1.5 Multiplied by
	RC_O2_M.M.1.b.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Deposit accounts (excluding retirement accounts) of more than $250,000: Number of
	deposit accounts (excluding retirement accounts) of more than $250,000 1 Quarter Back
		0


Consolidated List of Quality Edits, March 2016		Page: 122



Explanation:
NA

Error ID:	R6760.6565
Error	Your current “Number of retirement deposit accounts of $250,000 or less (RC-O M.1.c.(2)
Description:	of 271 when compared to the previous quarter of 0 falls outside our tolerance range of
	60% to 150%. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-O M1C2 CURR SHOULD BE BETWEEN 60% AND 150% OF RC-O M1C2 PREV.’ &
	‘\|\|’ & ‘CURR(RC-OM1C2) = ’ & cc:RCONF046[P0] & ‘ ; PREV(RC-OM1C2) = ’ &
	cc:RCONF046[-P1Q]
Calculation	IF
Components:
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less 1 Quarter Back	0
	Should be greater than	1
	OR
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less	271
	Should be greater than	1
	THEN
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less	271
	Should be greater than or equal to
	0.6 Multiplied by
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less 1 Quarter Back	0
	AND
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less	271

		271
	Should be less than or equal to
	1.5 Multiplied by
	RC_O2_M.M.1.c.(2). Total deposit liabilities of the bank, including related interest accrued
	and unpaid, less allowable exclusions, including related interest accrued and unpaid:
	Retirement deposit accounts of $250,000 or less: Number of retirement deposit accounts
	of $250,000 or less 1 Quarter Back	0

Explanation:
NA

Error ID:	R6770.5451
Error	Generally, the “Nonbrokered time deposits of more than $250,000 in domestic offices
Description:	(included in Schedule RC-E, Memorandum item 2.d)” (RC-O M.12.) of $2,603,000,000 is
	expected to be less than or equal to “Total time deposits of more than $250,000” (RC-E
	M.2.d.) of $2,604,000,000 less brokered deposits of more than $250,000 (RC-E M.1.b
	minus the sum of RC-E M.1.c(1) and RC-E M.1.c(2) of $ (286,000,000). Please review
	your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-O M12 SB LESS THAN OR EQUAL TO RC-E M2D LESS BROKERED DEPOSITS
	GT 250K’ & ‘\|\|’ & ‘RC-0 M12 = $’ & cc:RCONK678[P0] & ‘; RC-E M2D LESS RC-E M1B
	MINUS (RC-E M1C1 + M1C2) = $’ & cc:RCONJ474[P0] - (cc:RCON2365[P0] -
	cc:RCON2343[P0] - cc:RCONJ472[P0])


Consolidated List of Quality Edits, March 2016		Page: 123


Calculation	RC_O3_M2.M.12. Nonbrokered time deposits of more than $250,000
Components:		2,603,000
	Should be less than or equal to
	RC_E2_M2.M.2.d. Components of total nontransaction accounts: Total time deposits of
	more than $250,000	2,604,000
	Minus
	RC_E_M.M.1.b. Selected components of total deposits: Total brokered deposits	3,200,000
	Minus
	RC_E_M.M.1.c.(1). Selected components of total deposits: Fully insured brokered
	deposits: Brokered deposits of less than $100,000	34,000
	Minus
	RC_E_M.M.1.c.(2). Selected components of total deposits: Fully insured brokered
	deposits: Brokered deposits of $100,000 through $250,000 and certain brokered
	retirement deposit accounts	276,000

		2,890,000

Explanation:
NA


		(286,000)

Error ID:	R6770.5465
Error	Generally, once a bank starts using the daily averaging method it should continue to use
Description:	the same averaging method. Last quarter, your bank selected “Daily” for the “Averaging
	method used” (RC-O 4.a.). However, this quarter your bank selected “Weekly.” Please
	review your reported data, and explain or revise as appropriate.
Fed Edit Text:	CURR RC-O 4A SHOULD CONTINUE TO BE REPORTED AS “DAILY”’ & ‘\|\|’ & ‘RC-O4A
	PRIOR = ‘ & cc:RCONK653[-P1Q]
Calculation	IF
Components:
	RC_O.4.a. Average consolidated total assets for the calendar quarter. Averaging method
	used (for daily averaging, enter 1, for weekly averaging, enter 2) 1 Quarter Back	1
	Must be equal	1
	THEN
	RC_O.4.a. Average consolidated total assets for the calendar quarter. Averaging method
	used (for daily averaging, enter 1, for weekly averaging, enter 2)	2
	Must be equal	1

Explanation:
NA

Error ID:	R7020.5881
Error	Generally, the amount of “Common Equity Tier 1 Capital Common Stock plus related
Description:	surplus, net of treasury stock and unearned employee stock ownership plan (ESOP)
	shares” reported in Schedule RC-R, Part I., item 1 of $2,728,000,000 should equal the
	sum of Common Stock and related surplus less treasury stock, unearned ESOP shares,
	and any other contra-equity components reported in (RC 24 + 25 + 26.c) of
	$2,727,000,000. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	RC-R PART I ITEM 1 SHOULD BE EQUAL TO THE SUM OF (RC 24 + 25 + RC 26C).’&
	‘\|\|’ & ‘ $’ & cc:RCOAP742[P0] & ‘ SHOULD EQUAL $’ & cc:RCON3230[P0] +
	cc:RCON3839[P0] + cc:RCONA130[P0]
Calculation	RC_R_IB1.1. Common equity tier 1 capital. Common stock plus related surplus, net of
Components:	treasury stock and unearned employee stock ownership plan (ESOP) shares	2,728,000
	Should be less than or equal to
	RC_2.24. Common stock	2,127,000
	Plus
	RC_2.25. Surplus (exclude all surplus related to preferred stock)	600,000
	Plus
	RC_2.26.c. Other equity capital components	0


Consolidated List of Quality Edits, March 2016		Page: 124


	Plus	5
	AND
	RC_R_IB1.1. Common equity tier 1 capital. Common stock plus related surplus, net of
	treasury stock and unearned employee stock ownership plan (ESOP) shares	2,728,000

		2,728,000
	Should be greater than or equal to
	RC_2.24. Common stock	2,127,000
	Plus
	RC_2.25. Surplus (exclude all surplus related to preferred stock)	600,000
	Plus
	RC_2.26.c. Other equity capital components	0

		2,727,000
	Minus	5

		2,726,995

Explanation:
NA

Error ID:	R7020.5894
Error	The sum of “Deferred tax assets” for common equity tier 1 capital purposes (RC-R I 8)
Description:	and “Deferred tax assets arising from temporary differences” (RC-RI 15) of $4,000,000
	should be less than or equal to total “Net deferred tax assets” (RC-F 2.) of $3,000,000.
	Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	SUM RC-RI 8 AND RCRI 15 SHOULD BE <= RC-F 2’ & ‘\|\|’ & ‘ SUM RC-RI 8 AND 15 = $’
	& cc:RCOAP843[P0] + cc:RCOAP855[P0] & ‘; RC-F 2 = $’ & cc:RCON2148[P0]
Calculation	RC_R_IB1.8. Common Equity Tier 1 Ccapital: Adjustments and Deductions. LESS:
Components:	Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards,
	net of any related valuation allowances and net of DTLs	4,000
	Plus
	RC_R_IB2.15. Common Equity Tier 1 Ccapital: Adjustments and Deductions. LESS:
	DTAs arising from temporary differences that could not be realized through net operating
	loss carrybacks, net of related valuation allowances and net of DTLs, that exceed the 10
	percent Common Equity Tier 1 Capitaldeduction threshold	0

		4,000
	Should be less than or equal to
	RC_F.2. Net deferred tax assets	3,000

Explanation:
NA

Error ID:	R7020.5898
Error	“Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable
Description:	income taxes” (RC-R Part I 9.f) of $0 should be less than or equal to “Accumulated Other
	Comprehensive Income” (RC 26.b) of $ (1,000,000). Please review your reported data,
	and explain or revise as appropriate.
Fed Edit Text:	RC-R PART I 9F SHOULD BE <= RC 26B’ & ‘\|\|’ & ‘RC-R PART I 9.f = $’&
	cc:RCOAP849[P0] &’; RC 26.b = $’& cc:RCONB530[P0]
Calculation	IF
Components:
	RC_R_IB1.3.a. Common equity tier 1 capital. Accumulated other comprehensive income
	(AOCI). AOCI opt-out election	0
	Must be equal Zero
	THEN
	RC_R_IB3.9.f. Common Equity Tier 1 Ccapital: Adjustments and Deductions. AOCI-
	related adjustments. To be completed only by institutions that entered “0” for No in 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
		0
	Should be less than or equal to
	RC_2.26.b. Accumulated other comprehensive income	(1,000)


Consolidated List of Quality Edits, March 2016		Page: 125



Explanation:
NA

Error ID:	R7020.6049
Error	If RC-RI item 3 is not equal to zero and RC-RI, item 3.a. equals no, then RC-RI,9.f should
Description:	not equal zero. Please review your reported data and explain or revise as appropriate.

Fed Edit Text:	IF RC-RI 3 NE ZERO AND RC-RI 3A EQUALS NO THEN RC-RI 9F NE ZERO’ & ‘\|\|’ & ‘IF
	RC-RI 3 IS NOT EQUAL ZERO AND RC-R I 3A EQUALS NO THEN RC-RI 9F SHOULD
	NOT EQUAL ZERO’
Calculation	IF
Components:
	RC_R_IB1.3. Common equity tier 1 capital. Accumulated other comprehensive income
	(AOCI)	(1,000)
	Is not equal to Zero
	AND
	RC_R_IB1.3.a. Common equity tier 1 capital. Accumulated other comprehensive income
	(AOCI). AOCI opt-out election	0
	Must be equal Zero
	THEN
	RC_R_IB3.9.f. Common Equity Tier 1 Ccapital: Adjustments and Deductions. AOCI-
	related adjustments. To be completed only by institutions that entered “0” for No in 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
		0
	Is not equal to Zero

Explanation:
NA

Error ID:	R7020.6629
Error	The sum of “Credit Equivalent Amount” of “Over-the-Counter derivatives” (RC-R II 20.,
Description:	Column B) of $43,000,000 and “Centrally cleared derivatives” (RC-R II 21., Column B) of
	$0 should equal the sum of “Current credit exposure across all derivative contracts
	covered by the regulatory capital rules” (RC-R II M.1) of $0 and the potential future
	exposure of “Notional principal amounts of over-the-counter derivative contracts” (RC-R II
	M.2.a. through M.2.g., Columns A through C) multiplied by their corresponding credit
	conversion factors of $17,275,000.000 and the potential future exposure of “Notional
	principal amounts of centrally cleared derivative contracts” (RC-R II M.3.a. through M.3.g.,
	Columns A through C) multiplied by their corresponding credit conversion factors of $0.000.
	Please review your reported data, and explain or revise as appropriate.


Consolidated List of Quality Edits, March 2016		Page: 126


Fed Edit Text:	CREDIT EQUIV. AMOUNT OTC DERIV (RC-RII20B) AND CENTRALLY CLRD DERIV (RC-RII21B) SHLD EQUAL OTC AND CENTRALLY CLRD CCE AND PFE: RC-RIIM1 AND NTNL PRIN AMTS (RC-RIIM2AA THRU M2GC AND RC-RIIM3AA THRU M3GC) TIMES CRD CONV FACTOR.’ & ‘\|\|’ & ‘RC-R II 20, Col B (‘ &cc:RCONS542[P0]&’) + RC-R II 21, Col B (‘&cc:RCONS549[P0]&’) = $’&cc:RCONS542[P0] + cc:RCONS549[P0]&’; RC-R II M.1 (‘&cc:RCONG642[P0]&’) + RC-R II M.2 ( ‘& ((cc:RCONS582[P0] * 0.000) + (cc:RCONS583[P0] * 0.005) + (cc:RCONS584[P0] * 0.015) + (cc:RCONS585[P0] * 0.01) + (cc:RCONS586[P0] * 0.05) + (cc:RCONS587[P0] * 0.075) + (cc:RCONS588[P0] * 0.05) + (cc:RCONS589[P0] * 0.05) + (cc:RCONS590[P0] * 0.05) + (cc:RCONS591[P0] * 0.10) + (cc:RCONS592[P0] * 0.10) + (cc:RCONS593[P0] * 0.10) + (cc:RCONS594[P0] * 0.06) + (cc:RCONS595[P0] * 0.08) + (cc:RCONS596[P0] * 0.10) + (cc:RCONS597[P0] * 0.07) + (cc:RCONS598[P0] * 0.07) + (cc:RCONS599[P0] * 0.08) +(cc:RCONS600[P0] * 0.10) + (cc:RCONS601[P0] * 0.12) + (cc:RCONS602[P0] * 0.15))&’) + RC-R II M.3 (‘ &((cc:RCONS603[P0] * 0.000) + (cc:RCONS604[P0] * 0.005) + (cc:RCONS605[P0] * 0.015) + (cc:RCONS606[P0] * 0.01) + (cc:RCONS607[P0] * 0.05) + (cc:RCONS608[P0] * 0.075) + (cc:RCONS609[P0] * 0.05) + (cc:RCONS610[P0] * 0.05) + (cc:RCONS611[P0] * 0.05) + (cc:RCONS612[P0] * 0.10) + (cc:RCONS613[P0] * 0.10) + (cc:RCONS614[P0] * 0.10) + (cc:RCONS615[P0] * 0.06) + (cc:RCONS616[P0] * 0.08) + (cc:RCONS617[P0] * 0.10) + (cc:RCONS618[P0] * 0.07) + (cc:RCONS619[P0] * 0.07) + (cc:RCONS620[P0] * 0.08) +(cc:RCONS621[P0] * 0.10) + (cc:RCONS622[P0] * 0.12) + (cc:RCONS623[P0] * 0.15))&’) = $’&(cc:RCONG642[P0]+(cc:RCONS582[P0] * 0.000) + (cc:RCONS583[P0] * 0.005) + (cc:RCONS584[P0] * 0.015) + (cc:RCONS585[P0] * 0.01) + (cc:RCONS586[P0] * 0.05) + (cc:RCONS587[P0] * 0.075) + (cc:RCONS588[P0] * 0.05) + (cc:RCONS589[P0] * 0.05) + (cc:RCONS590[P0] * 0.05) + (cc:RCONS591[P0] * 0.10) + (cc:RCONS592[P0] * 0.10) + (cc:RCONS593[P0] * 0.10) + (cc:RCONS594[P0] * 0.06) + (cc:RCONS595[P0] * 0.08) + (cc:RCONS596[P0] * 0.10) + (cc:RCONS597[P0] * 0.07) + (cc:RCONS598[P0] * 0.07) + (cc:RCONS599[P0] * 0.08) +(cc:RCONS600[P0] * 0.10) + (cc:RCONS601[P0] * 0.12) + (cc:RCONS602[P0] * 0.15)+(cc:RCONS603[P0] * 0.000) + (cc:RCONS604[P0] * 0.005) + (cc:RCONS605[P0] * 0.015) + (cc:RCONS606[P0] * 0.01) + (cc:RCONS607[P0] * 0.05) + (cc:RCONS608[P0] * 0.075) + (cc:RCONS609[P0] * 0.05) + (cc:RCONS610[P0] * 0.05) + (cc:RCONS611[P0] * 0.05) + (cc:RCONS612[P0] * 0.10) + (cc:RCONS613[P0] * 0.10) + (cc:RCONS614[P0] * 0.10) + (cc:RCONS615[P0] * 0.06) + (cc:RCONS616[P0] * 0.08) + (cc:RCONS617[P0] * 0.10) + (cc:RCONS618[P0] * 0.07) + (cc:RCONS619[P0] * 0.07) + (cc:RCONS620[P0] * 0.08) +(cc:RCONS621[P0] * 0.10) + (cc:RCONS622[P0] * 0.12) + (cc:RCONS623[P0] * 0.15))

Calculation	RC_R_II_7.20.B. Credit Equivalent Amount. Over-the-counter derivatives
Components:		43,000
	Plus
	RC_R_II_7.21.B. Credit Equivalent Amount. Centrally cleared derivatives	0

		43,000
	Minus
	RC_R_II_11.M.1. Current credit exposure across all derivative contracts covered by the
	regulatory capital rules	0
	Plus
	RC_R_II_11.M.2.a.A. With a remaining maturity of One year or less. Notional principal
	amounts of over-the-counter derivative contracts: Interest rate	1,165,000
	Multiplied by Zero
	Plus
	RC_R_II_11.M.2.a.B. With a remaining maturity of Over one year through five years.
	Notional principal amounts of over-the-counter derivative contracts: Interest rate	1,955,000
	Multiplied by	0.005
	Plus
	RC_R_II_11.M.2.a.C. With a remaining maturity of Over five years. Notional principal
	amounts of over-the-counter derivative contracts: Interest rate	500,000
	Multiplied by	0.015
	Plus
	RC_R_II_11.M.2.b.A. With a remaining maturity of One year or less. Notional principal
	amounts of over-the-counter derivative contracts: Foreign exchange rate and gold	0
	Multiplied by	0.010


Consolidated List of Quality Edits, March 2016		Page: 127


		Plus
		RC_R_II_11.M.2.b.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.b.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.075
		Plus
		RC_R_II_11.M.2.c.A. With a remaining maturity of One year or less. Notional principal
		amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.c.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.c.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.d.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.d.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.d.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.e.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.060
		Plus
		RC_R_II_11.M.2.e.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.2.e.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.f.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.070
		Plus


Consolidated List of Quality Edits, March 2016		Page: 128


		RC_R_II_11.M.2.f.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Precious metals
		(except gold)			0
		Multiplied by			0.070
		Plus
		RC_R_II_11.M.2.f.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.2.g.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.g.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.120
		Plus
		RC_R_II_11.M.2.g.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.150
		Plus
		RC_R_II_11.M.3.a.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Interest rate			0
		Multiplied by Zero
		Plus
		RC_R_II_11.M.3.a.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Interest rate			0
		Multiplied by			0.005
		Plus
		RC_R_II_11.M.3.a.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Interest rate			0
		Multiplied by			0.015
		Plus
		RC_R_II_11.M.3.b.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.010
		Plus
		RC_R_II_11.M.3.b.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.b.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.075
		Plus
		RC_R_II_11.M.3.c.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.c.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus


Consolidated List of Quality Edits, March 2016		Page: 129


		RC_R_II_11.M.3.c.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.d.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.d.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.d.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.e.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.060
		Plus
		RC_R_II_11.M.3.e.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.3.e.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.f.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.070
		Plus
		RC_R_II_11.M.3.f.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Precious metals
		(except gold)			0
		Multiplied by			0.070
		Plus
		RC_R_II_11.M.3.f.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.3.g.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Other			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.g.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Other			0
		Multiplied by			0.120
		Plus
		RC_R_II_11.M.3.g.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Other			0
		Multiplied by			0.150

					17,275


Consolidated List of Quality Edits, March 2016		Page:130


					25,725
		Should be greater than or equal to			(5)
		AND
		RC_R_II_7.20.B. Credit Equivalent Amount. Over-the-counter derivatives			43,000
		Plus
		RC_R_II_7.21.B. Credit Equivalent Amount. Centrally cleared derivatives			0

					43,000
		Minus
		RC_R_II_11.M.1. Current credit exposure across all derivative contracts covered by the regulatory capital rules			0
		Plus
		RC_R_II_11.M.2.a.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Interest rate			1,165,000
		Multiplied by Zero
		Plus
		RC_R_II_11.M.2.a.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Interest rate			1,955,000
		Multiplied by			0.005
		Plus
		RC_R_II_11.M.2.a.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Interest rate			500,000
		Multiplied by			0.015
		Plus
		RC_R_II_11.M.2.b.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.010
		Plus
		RC_R_II_11.M.2.b.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.b.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.075
		Plus
		RC_R_II_11.M.2.c.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.c.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.c.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.2.d.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus


Consolidated List of Quality Edits, March 2016		Page: 131


		RC_R_II_11.M.2.d.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.d.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.e.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.060
		Plus
		RC_R_II_11.M.2.e.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.2.e.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Equity			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.f.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.070
		Plus
		RC_R_II_11.M.2.f.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Precious metals
		(except gold)			0
		Multiplied by			0.070
		Plus
		RC_R_II_11.M.2.f.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Precious metals (except gold)			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.2.g.A. With a remaining maturity of One year or less. Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.2.g.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.120
		Plus
		RC_R_II_11.M.2.g.C. With a remaining maturity of Over five years. Notional principal amounts of over-the-counter derivative contracts: Other			0
		Multiplied by			0.150
		Plus
		RC_R_II_11.M.3.a.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Interest rate			0
		Multiplied by Zero
		Plus
		RC_R_II_11.M.3.a.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Interest rate			0
		Multiplied by			0.005
		Plus
		RC_R_II_11.M.3.a.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Interest rate			0


Consolidated List of Quality Edits, March 2016		Page: 132


		Multiplied by			0.015
		Plus
		RC_R_II_11.M.3.b.A. With a remaining maturity of One year or less. Notional principal
		amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.010
		Plus
		RC_R_II_11.M.3.b.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.b.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Foreign exchange rate and gold			0
		Multiplied by			0.075
		Plus
		RC_R_II_11.M.3.c.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.c.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.c.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Credit (investment grade reference asset)			0
		Multiplied by			0.050
		Plus
		RC_R_II_11.M.3.d.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.d.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.d.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Credit (non-investment grade reference asset)			0
		Multiplied by			0.100
		Plus
		RC_R_II_11.M.3.e.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.060
		Plus
		RC_R_II_11.M.3.e.B. With a remaining maturity of Over one year through five years.
		Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.080
		Plus
		RC_R_II_11.M.3.e.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Equity			0
		Multiplied by			0.100
		Plus


Consolidated List of Quality Edits, March 2016		Page: 133


	RC_R_II_11.M.3.f.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Precious metals (except gold)	0
	Multiplied by	0.070
	Plus
	RC_R_II_11.M.3.f.B. With a remaining maturity of Over one year through five years. Notional principal amounts of centrally cleared derivative contracts: Precious metals (except gold)	0
	Multiplied by	0.070
	Plus
	RC_R_II_11.M.3.f.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Precious metals (except gold)	0
	Multiplied by	0.080
	Plus
	RC_R_II_11.M.3.g.A. With a remaining maturity of One year or less. Notional principal amounts of centrally cleared derivative contracts: Other	0
	Multiplied by	0.100
	Plus
	RC_R_II_11.M.3.g.B. With a remaining maturity of Over one year through five years. Notional principal amounts of centrally cleared derivative contracts: Other	0
	Multiplied by	0.120
	Plus
	RC_R_II_11.M.3.g.C. With a remaining maturity of Over five years. Notional principal amounts of centrally cleared derivative contracts: Other	0
	Multiplied by	0.150

		17,275

		25,725
	Should be less than or equal to	5
Explanation:
NA
Error ID:	R7020.6649

Error Description:	Generally, if the “Net current credit exposure” of OTC derivatives (RC-L 16.a Col A through E) of $6,000,000 is greater than zero, then the “Current credit exposure across all derivative contracts covered by the regulatory capital rules” (RC-R II M.1.) should be greater than zero. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF SUM OF RC-L 16A COL A THRU E > 0, THEN RC-R II M1 > 0.’ & ‘\|\|’ & ‘Sum of RC-L 16.a = $’&cc:RCONG418[P0]+cc:RCONG419[P0]+cc:RCONG420[P0]+cc:RCONG421[P0]+cc:R CONG422[P0]&’; RC-R II M.1 = $’&cc:RCONG642[P0]

Calculation	IF
Components:
	RC_L4.16.a.A. Banks and Securities Firms. Over-the-counter derivatives: Net current credit exposure	0
	Plus
	RC_L4.16.a.B. Monoline Financial Guarantors. Over-the-counter derivatives: Net current credit exposure	0
	Plus
	RC_L4.16.a.C. Hedge Funds. Over-the-counter derivatives: Net current credit exposure	0
	Plus
	RC_L4.16.a.D. Sovereign Governments. Over-the-counter derivatives: Net current credit exposure	0
	Plus
	RC_L4.16.a.E. Corporations and All Other Counterparties. Over-the-counter derivatives: Net current credit exposure	6,000

		6,000
	Should be greater than Zero


Consolidated List of Quality Edits, March 2016		Page: 134


	THEN
	RC_R_II_11.M.1. Current credit exposure across all derivative contracts covered by the
	regulatory capital rules	0
	Should be greater than Zero

Explanation:
NA

Error ID:	R7550.2935

Error	#VALUE!
Description:

Fed Edit Text:	MAR,JUN,SEP: IF PREV DEC (RC-T10A+T10B)>$250M, CUR(RC-T10A+T10B) S/B > 0’ & ‘\|\|’ & ‘Prev Dec = ‘ & (cc:RCONB894[-P2Q] + cc:RCONB895[-P2Q])

Calculation	IF Current quarter Is June
Components:
	AND
	RC_T.10. A. Managed Assets. Total fiduciary accounts 2 Quarter Back
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts 2 Quarter Back

		#VALUE!
	Should be greater than	250,000
	THEN
	RC_T.10. A. Managed Assets. Total fiduciary accounts	29,817,000
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts	143,018,000

		172,835,000
	Should be greater than Zero

Explanation:
0

Error ID:	R7550.2936

Error	#VALUE!
Description:

Fed Edit Text:	MAR,JUN,SEP: IF PREV DEC (RC-T10A+T10B)>$250M, CUR(RC-T10A+T10B) S/B > 0’
	& ‘\|\|’ & ‘Prev Dec = ‘ & (cc:RCONB894[-P3Q] + cc:RCONB895[-P3Q])

Calculation	IF Current quarter Is September
Components:
	AND
	RC_T.10. A. Managed Assets. Total fiduciary accounts 3 Quarter Back
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts 3 Quarter Back

		#VALUE!
	Should be greater than	250,000
	THEN
	RC_T.10. A. Managed Assets. Total fiduciary accounts	29,817,000
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts	143,018,000

		172,835,000
	Should be greater than Zero

Explanation:
0

Error ID:	R7551.2938

Error	#VALUE!
Description:


Consolidated List of Quality Edits, March 2016		Page: 135


Fed Edit Text:	MAR,JUN,SEP: IF PREV DEC {(RI-5A)> 10%(RI-3+5M)}, CUR(RC-T10A+10B) S/B>0’ & ‘\|\|’ & “ & cc:RIAD4070[-P2Q] & ‘ ; ’ & (cc:RIAD4074[-P2Q] + cc:RIAD4079[-P2Q]) & ‘ ; ’ & (cc:RIAD4070[-P2Q] / (cc:RIAD4074[-P2Q] + cc:RIAD4079[-P2Q])) * 100 & ‘%’

Calculation	IF Current quarter Is June
Components:
	AND
	RI_2.5.a. Noninterest income: Income from fiduciary activities 2 Quarter Back
	Should be greater than
	RI_2.3. Net interest income 2 Quarter Back
	Plus
	RI_2.5.m. Noninterest income: Total noninterest income 2 Quarter Back

		#VALUE!
	Multiplied by	0.100
	THEN
	RC_T.10. A. Managed Assets. Total fiduciary accounts	29,817,000
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts	143,018,000

		172,835,000
	Should be greater than Zero

Explanation:
0

Error ID:	R7551.2939

Error	#VALUE!
Description:

Fed Edit Text:	MAR,JUN,SEP: IF PREV DEC {(RI-5A)> 10%(RI-3+5M)}, CUR(RC-T10A+10B) S/B>0’ & ‘\|\|’ & “ & cc:RIAD4070[-P3Q] & ‘ ; ’ & (cc:RIAD4074[-P3Q] + cc:RIAD4079[-P3Q]) & ‘ ; ’ & (cc:RIAD4070[-P3Q] / (cc:RIAD4074[-P3Q] + cc:RIAD4079[-P3Q])) * 100 & ‘%’

Calculation	IF Current quarter Is September
Components:
	AND
	RI_2.5.a. Noninterest income: Income from fiduciary activities 3 Quarter Back
	Should be greater than
	RI_2.3. Net interest income 3 Quarter Back
	Plus
	RI_2.5.m. Noninterest income: Total noninterest income 3 Quarter Back

		#VALUE!
	Multiplied by	0.100
	THEN
	RC_T.10. A. Managed Assets. Total fiduciary accounts	29,817,000
	Plus
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts	143,018,000

		172,835,000
	Should be greater than Zero

Explanation:
0

Error ID:	R7556.3500

Error Description:	This quarter, your bank reported “Non-Managed” fiduciary assets (RC-T 10., Column B) of $143,018,000,000 and “Custody and safekeeping” assets held at the institution (RC-T 11., Column B) of $38,031,000,000. However, last quarter, you reported total “Non-Managed” fiduciary assets of $143,008,000,000, yet you did not report any “Custody and safekeeping” assets held. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF CURR(RCT10B > 0 AND RCT11B > 0) AND PREV(RCT10B > 0), THEN PREV(RCT11B)S/B > 0’ & ‘\|\|’ & ‘ RCT11B PREV = ‘&cc:RCONB898[-P1Q]


Consolidated List of Quality Edits, March 2016		Page: 136


Calculation	IF
Components:

	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts	143,018,000
	Should be greater than Zero
	AND
	RC_T2.11. B. Non-Managed Assets. Custody and safekeeping accounts	38,031,000
	Should be greater than Zero
	AND
	RC_T.10. B. Non-Managed Assets. Total fiduciary accounts 1 Quarter Back	143,008,000
	Should be greater than Zero
	THEN
	RC_T2.11. B. Non-Managed Assets. Custody and safekeeping accounts 1 Quarter Back	0
	Should be greater than Zero

Explanation:
NA

Error ID:	R8182.5380

Error Description:	The sum of “Other borrowed money” (RC-V2.d., Columns A, B, and C) of $ 5,000,000 seems high when compared to “Other borrowed money” of $ 5,000,000 (RC 16) and exceeds our tolerance of 30%. Please review your reported data and revise or explain as appropriate.

Fed Edit Text:	(RC-V2D COL A + RC-V2D COL B + RC-V2D COL C) SHOULD BE LESS THAN OR EQUAL TO 30 PERCENT OF (RC-16)’ & ‘\|\|’ & ‘Sum RC-V2D COL A + RC-V2D COL B + RC-V2D COL C = $ ‘& (cc:RCONK024[P0] + cc:RCONK025[P0] + cc:RCONK026[P0])&’; RC 16 =$’& cc:RCON3190[P0]

Calculation	RC_V.2.d.A. Assets of consolidated variable interest entities (VIEs) that can be used only
Components:	to settle obligations of the consolidated VIEs: Other borrowed money (exclude commercial paper)	0
	Plus
	RC_V.2.d.B. ABCP Conduits. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: Other borrowed money (exclude commercial paper)	0
	Plus
	RC_V.2.d.C. Other VIEs. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: Other borrowed money (exclude commercial paper)	5,000

		5,000
	Should be less than or equal to
	RC.16. Other borrowed money (includes mortgage indebtedness and obligations under
	capitalized leases)	5,000
	Multiplied by	0.300
Explanation:
NA

		1,500

Error ID:	R8375.5125
Error	Your bank reported $110,000,000 for “Total gross fiduciary and related services income”
Description:	(RC-T 22). However, you reported zero for “Expenses” (RC-T 23) attributable to fiduciary and related services reported in RC-T. Please review your reported data, and explain or revise as appropriate.

Fed Edit Text:	IF RC-T 22 > 0, RC-T 23 SHOULD BE > 0’ & ‘\|\|’ & ‘RC-T 22 = $’& cc:RIAD4070[P0]
Calculation	IF
Components:
	RI_2.5.a. Noninterest income: Income from fiduciary activities	110,000
	Should be greater than Zero
	THEN


Consolidated List of Quality Edits, March 2016		Page: 137

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RC_T2.23. Less: Expenses

Should be greater than Zero

Explanation: