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Form S-3ASR AMERICAN HONDA FINANCE

August 11, 2022 2:40 PM EDT

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As filed with the Securities and Exchange Commission on August 11, 2022

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AMERICAN HONDA FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

California

(State or other jurisdiction of incorporation or organization)

95-3472715

(I.R.S. Employer Identification Number)

1919 Torrance Blvd.

Torrance, California 90501

(310) 972-2288

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul C. Honda

American Honda Finance Corporation

1919 Torrance Blvd.

Torrance, California 90501

(310) 972-2288

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

Copies to:

Jeeho M. Lee, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, NY 10036

(212) 326-2266

 

 

From time to time after this Registration Statement becomes effective.

(Approximate date of commencement of proposed sale to the public)

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☑

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

 

 

 


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PROSPECTUS

 

 

LOGO

 

 

LOGO

Debt Securities

 

 

We may from time to time, sell debt securities in one or more offerings pursuant to this prospectus, in amounts, at prices and on terms that we will determine at the time of any such offering. The debt securities offered are solely our obligations and will not be guaranteed by Honda Motor Co., Ltd., or HMC, or any other entity. When we offer debt securities, we will provide you with a prospectus supplement describing the specific terms of the debt securities being sold in that offering. This prospectus may not be used to complete sales of debt securities unless accompanied by a prospectus supplement. You should read this prospectus and any applicable prospectus supplement carefully before you make a decision to invest.

We may sell these debt securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of debt securities. For additional information on the method of sale, refer to the section entitled “Plan of Distribution” below. The names of any underwriters, dealers or agents involved in the sale of any debt securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the applicable prospectus supplement covering the sales of those debt securities.

The applicable prospectus supplement will contain information, where applicable, as to the listing of any debt securities on any securities exchange or principal United States market.

If the terms of particular debt securities described in a prospectus supplement are different from those described in this prospectus, you should rely on the information in such prospectus supplement.

Investing in these debt securities involves risks. See “Risk Factors” on page 1 of this prospectus and, if applicable, any risk factors described in the applicable prospectus supplement or any documents incorporated by reference in this prospectus before making a decision to invest in our debt securities.

 

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is August 11, 2022


Table of Contents

TABLE OF CONTENTS

 

     Page  

About this Prospectus

     1  

Risk Factors

     1  

Where You Can Find More Information

     1  

Incorporation of Information Filed with the SEC

     3  

Forward-Looking Statements

     4  

American Honda Finance Corporation

     5  

Use of Proceeds

     6  

Description of Debt Securities

     7  

Plan of Distribution

     23  

Legal Matters

     24  

Experts

     24  

 

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ABOUT THIS PROSPECTUS

This prospectus is part of an “automatic shelf” registration statement that we have filed with the Securities and Exchange Commission, or the SEC, on Form S-3, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. By using a shelf registration statement, we may sell, at any time and from time to time, in one or more offerings, the debt securities described in this prospectus. For further information about us and the debt securities, you should refer to the registration statement and its exhibits. The registration statement and the exhibits can be obtained from the SEC as indicated under the heading “Where You Can Find More Information.”

This prospectus only provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will file with the SEC a prospectus supplement that contains specific information about the terms of those debt securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described below under the heading “Incorporation of Information Filed with the SEC.”

We have not authorized any person to provide you with any information other than the information contained or incorporated by reference in this prospectus and the applicable prospectus supplement and any related free writing prospectus issued or authorized by us. We take no responsibility for, and can provide no assurance as to, any other information. We are not making an offer to sell the debt securities in any jurisdiction where the offer, solicitation or sale is not permitted or in which the person making such offer, solicitation or sale is not qualified to do so or to anyone to whom it is unlawful to make an offer, solicitation or sale. You should not assume that the information contained in or incorporated by reference in this prospectus and the applicable prospectus supplement and any related free writing prospectus is representative as of any date other than their respective dates. Our business, financial condition, results of operations, cash flows, prospects and other information may have changed since those respective dates.

In this prospectus, unless otherwise indicated by the context, references to “AHFC,” “Company,” “we,” “us” and “our” in this prospectus refer solely to American Honda Finance Corporation (excluding its subsidiaries). AHFC is the issuer of all the debt securities offered under this prospectus.

RISK FACTORS

Investing in our debt securities involves risks. You should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, any risk factors described in a subsequently filed Quarterly Report on Form 10-Q or Current Report on Form 8-K and, if applicable, any risk factors described in the applicable prospectus supplement or any other documents incorporated by reference in this prospectus before making a decision to invest in our debt securities. See “Incorporation of Information Filed with the SEC” below.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement, of which this prospectus forms a part, under the Securities Act with respect to the debt securities that may be offered hereby. We file annual, quarterly and

 

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current reports and other information with the SEC. Our SEC filings are available for free to the public over the Internet on the SEC’s website at http://www.sec.gov. A direct link to the SEC website and certain of our filings is contained on our website located at www.ir.americanhondafinance.com under “Investor Relations, SEC Filings”. Information contained on, or that can be accessible through, our website is not a part of, or incorporated by reference into, this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

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INCORPORATION OF INFORMATION FILED WITH THE SEC

The SEC allows us to “incorporate by reference” the information we file with the SEC, which means:

 

   

incorporated documents are considered part of this prospectus;

 

   

we can disclose important information to you by referring you to those documents; and

 

   

later information that we file with the SEC prior to the completion of the offerings of all debt securities under this prospectus will automatically update and supersede the information in this prospectus and/or the incorporated information.

We incorporate by reference the documents listed below, which were filed with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act (other than any portion of a document that is deemed to have been “furnished” and not “filed” in accordance with SEC rules):

 

   

our Annual Report on Form 10-K for the fiscal year ended March 31, 2022; and

 

   

our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

We also incorporate by reference each document that we will file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus until the completion of the offerings of all debt securities under this prospectus, except for any portion of a document deemed to have been “furnished” and not “filed” in accordance with SEC rules. The information contained in any such incorporated document will be considered part of this prospectus from the date the document is filed with the SEC. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus and any accompanying prospectus supplement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any accompanying prospectus supplement.

We will provide without charge to each person, including any beneficial owner, to whom this prospectus (or a notice of registration in lieu thereof) is delivered, upon written or oral request, a copy of any or all of the foregoing documents and any other documents that are incorporated herein by reference (other than exhibits to these filings unless such exhibits are specifically incorporated by reference in such documents). Requests for such documents should be directed to our principal executive office at the following address or telephone number: American Honda Finance Corporation, 1919 Torrance Blvd., Torrance, California 90501; Attn: Investor Relations; telephone: (310) 972-2288.

 

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FORWARD-LOOKING STATEMENTS

Certain statements included herein or incorporated by reference into this prospectus constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “scheduled,” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. In addition, all information included herein with respect to projected or future results of operations, cash flows, financial condition, financial performance, or other financial or statistical matters constitute forward-looking statements. Such forward-looking statements are necessarily dependent on assumptions, data, or methods that may be incorrect or imprecise and that may be incapable of being realized. The following factors, among others, could cause actual results and other matters to differ materially from those in such forward-looking statements:

 

   

the duration and severity of supply chain disruptions on the production of new vehicles and dealer inventory levels;

 

   

declines in the financial condition or performance of HMC or the sales of Honda or Acura products;

 

   

changes in economic and general business conditions, both domestically and internationally, including changes in international trade policy;

 

   

fluctuations in interest rates and currency exchange rates;

 

   

the failure of our customers, dealers or counterparties to meet the terms of any contracts with us, or otherwise fail to perform as agreed;

 

   

our inability to recover the estimated residual value of leased vehicles at the end of their lease terms;

 

   

changes or disruption in our funding sources or access to the capital markets;

 

   

changes in our, or HMC’s, credit ratings;

 

   

increases in competition from other financial institutions seeking to increase their share of financing of Honda and Acura products;

 

   

changes in laws and regulations, including the result of financial services legislation, and related costs;

 

   

uncertainties regarding the duration and severity of the COVID-19 pandemic and the measures intended to reduce its spread and the related impact on our operations, liquidity and financial condition;

 

   

changes in accounting standards;

 

   

a failure or interruption in our operations;

 

   

a security breach or cyber attack; and

 

   

the other risks and uncertainties discussed under “Risk Factors” in our incorporated documents and in any prospectus supplement, as such risks and uncertainties may be amended, supplemented or superseded from time to time by other reports we file with the SEC, including, if applicable, any risk factors described in the applicable prospectus supplement.

Forward-looking statements speak only as of the date they are made. We do not intend, and undertake no obligation, to update any forward-looking information to reflect actual results or future events or circumstances, except as required by applicable law.

 

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AMERICAN HONDA FINANCE CORPORATION

American Honda Finance Corporation and our consolidated subsidiaries provide various forms of financing in the United States and Canada to purchasers and lessees of Honda and Acura products and authorized independent dealers of Honda and Acura products. Our primary focus, in collaboration with our direct parent American Honda Motor Co., Inc., a California corporation, or AHM, and our affiliate Honda Canada, Inc., a Canadian corporation, or HCI, is to provide support for the sale of Honda and Acura products and maintain customer and dealer satisfaction and loyalty. Our business is substantially dependent upon the sale of those Honda and Acura products in the United States and Canada and the percentage of those sales financed by us.

AHFC and our consolidated subsidiaries acquire retail loans, primarily installment sale contracts, and leases originated by dealers to retail customers of Honda and Acura products and offer wholesale flooring and commercial loans to dealers of Honda and Acura products.

AHFC is a California corporation that was incorporated on February 6, 1980. AHFC’s principal executive offices are located at 1919 Torrance Blvd., Torrance, California 90501, and our telephone number is (310) 972-2288.

If you want to find out more information about us, please see the sections in this prospectus entitled “Where You Can Find More Information” and “Incorporation of Information Filed with the SEC.”

 

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USE OF PROCEEDS

We will use the proceeds that we receive from the sale of debt securities to repay other existing indebtedness, to acquire retail loans or retail leases and provide wholesale flooring and commercial loans or for other general corporate purposes unless the applicable prospectus supplement states otherwise. Pending such applications, such proceeds may be temporarily invested in short-term marketable securities.

 

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DESCRIPTION OF DEBT SECURITIES

The debt securities will be issued in one or more series under an indenture, dated as of September 5, 2013, between AHFC and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the first supplemental indenture, dated as of February 8, 2018, between AHFC and Deutsche Bank Trust Company Americas, as trustee. References herein to the “Indenture” refer to such indenture, as supplemented, and references to the “Trustee” refer to such trustee or any other trustee for any particular series of debt securities issued under the Indenture. The terms of the debt securities of any series will be those specified in or pursuant to the Indenture and in the applicable debt securities of that series and those made part of the Indenture by the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.

The following description of selected provisions of the Indenture and the debt securities is not complete, and the description of selected terms of the debt securities of a particular series included in the applicable prospectus supplement also will not be complete. You should review the form of the Indenture and the form of the applicable debt securities, which forms have been or will be filed as exhibits to the registration statement of which this prospectus is a part or as exhibits to documents which have been or will be incorporated by reference in this prospectus. To obtain a copy of the form of the Indenture or the form of the applicable debt securities, see “Where You Can Find More Information” and “Incorporation of Information Filed with the SEC” in this prospectus. The following description of debt securities and the description of the debt securities of the particular series in the applicable prospectus supplement are qualified in their entirety by reference to all of the provisions of the Indenture and the applicable debt securities, which provisions, including defined terms, are, or will be, incorporated by reference in this prospectus. Capitalized terms used but not defined in this section shall have the meanings assigned to those terms in the Indenture.

The following description of debt securities describes general terms and provisions of the series of debt securities to which any prospectus supplement may relate. When the debt securities of a particular series are offered for sale, the specific terms of such debt securities will be described in the applicable prospectus supplement. If any particular terms of such debt securities described in a prospectus supplement are inconsistent with any of the terms of the debt securities generally described in this prospectus, then the terms described in the applicable prospectus supplement will supersede the terms described in this prospectus.

The debt securities will be obligations solely of AHFC and will not be obligations of, or directly or indirectly guaranteed by, HMC or any of its other affiliates or any other entity. The HMC-AHFC Keep Well Agreement (as defined below under “—Keep Well Agreement”) entered into between AHFC and HMC is not a guarantee by HMC of the payment of any indebtedness, liability or obligation, including the debt securities described in this prospectus, of AHFC. If specified in the applicable prospectus supplement for a particular series of debt securities, such debt securities will have the benefit of the HMC-AHFC Keep Well Agreement described below under “—Keep Well Agreement.”

General

The debt securities of each series will constitute the unsecured unsubordinated obligations of AHFC and will rank on a parity in right of payment with all of AHFC’s other existing and future unsecured and unsubordinated indebtedness. AHFC may issue an unlimited principal amount of debt securities under the Indenture. The Indenture provides that debt securities of any series may be issued up to the aggregate principal amount which may be authorized from time to time by AHFC. Please read the applicable prospectus supplement relating to the debt securities of the particular series being offered thereby for the specific terms of such debt securities, including, where applicable:

 

   

the title of the series of the debt securities;

 

   

the aggregate principal amount of the debt securities of the series and any limit thereon;

 

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the date or dates on which AHFC will pay the principal of and premium, if any, on the debt securities of the series, or the method or methods, if any, used to determine such date or dates;

 

   

the rate or rates, which may be fixed or variable, at which the debt securities of the series will bear interest, if any, or the method or methods, if any, used to determine such rate or rates;

 

   

the basis used to calculate interest, if any, on the debt securities of the series if other than a 360-day year of twelve 30-day months;

 

   

date or dates, if any, from which interest on the debt securities of the series will accrue, or the method or methods, if any, used to determine such date or dates;

 

   

the date or dates, if any, on which the interest on the debt securities of the series will be payable and the record dates for any such payment of interest;

 

   

the terms and conditions, if any, upon which AHFC is required to, or may, at its option, redeem debt securities of the series;

 

   

the terms and conditions, if any, upon which AHFC will be required to repurchase debt securities of the series at the option of holders of debt securities of the series;

 

   

the terms of any sinking fund or analogous provision;

 

   

the portion of the principal amount of the debt securities of the series which will be payable upon acceleration if other than the full principal amount;

 

   

the authorized denominations in which the debt securities of the series will be issued, if other than minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof;

 

   

the place or places where (1) amounts due on the debt securities of the series will be payable, (2) the debt securities of the series may be surrendered for registration of transfer and exchange and (3) notices or demands to or upon AHFC or the Trustee in respect of the debt securities of the series or the Indenture may be served, if different than the corporate trust office of the Trustee;

 

   

if other than U.S. dollars, the currency or currencies in which purchases of, and payments on, the debt securities of the series must be made and the ability, if any, of AHFC or the holders of debt securities of the series to elect for payments to be made in any other currency or currencies;

 

   

whether the amount of payments on the debt securities of the series may be determined with reference to an index, formula, or other method or methods (any of those debt securities being referred to as Indexed Securities) and the manner used to determine those amounts;

 

   

any addition to, modification of, or deletion of, any covenant or Event of Default with respect to the debt securities of the series;

 

   

the identity of the depositary for the global debt securities;

 

   

the circumstances under which AHFC will pay Additional Amounts on the debt securities of the series in respect of any tax, assessment, or other governmental charge and whether AHFC will have the option to redeem such debt securities rather than pay the Additional Amounts; and

 

   

any other terms of the debt securities of the series.

As used in this prospectus, references to the principal of and premium, if any, and interest, if any, on the debt securities of a series include Additional Amounts, if any, payable on the debt securities of such series in that context.

AHFC may issue debt securities as original issue discount securities to be sold at a substantial discount below their principal amount. In the event of an acceleration of the maturity of any original issue discount security, the amount payable to the holder upon acceleration will be determined in the manner described in the applicable prospectus supplement. Important federal income tax and other considerations applicable to original issue discount securities will be described in the applicable prospectus supplement.

 

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The terms of the debt securities of any series may be inconsistent with the terms of the debt securities of any other series, and the terms of particular debt securities within any series may be inconsistent with each other. Unless otherwise specified in the applicable prospectus supplement, AHFC may, without the consent of, or notice to, the holders of the debt securities of any series, reopen an existing series of debt securities and issue additional debt securities of that series.

Other than to the extent provided in the covenant described under “—Certain Covenants—Negative Pledge” and “—Merger, Consolidation and Transfer of Assets” or to the extent provided with respect to the debt securities of a particular series and described in the applicable prospectus supplement, the Indenture will not contain any provisions that would limit AHFC’s ability to incur indebtedness or to substantially reduce or eliminate its consolidated assets, which may have a materially adverse effect on AHFC’s ability to service its indebtedness (including the debt securities) or that would afford holders of the debt securities protection in the event of:

(1) a highly leveraged or similar transaction involving AHFC or its subsidiaries, AHFC’s management, or any affiliate of AHFC;

(2) a change of control; or

(3) a reorganization, restructuring, merger, or similar transaction involving AHFC, its subsidiaries or its affiliates.

Registration, Transfer, Payment and Paying Agent

Unless otherwise specified in the applicable prospectus supplement, each series of debt securities will be issued in registered form only, without coupons.

Unless otherwise specified in the applicable prospectus supplement, the debt securities will be payable and may be surrendered for registration of transfer or exchange at an office of AHFC or an agent of AHFC in The City of New York. However, AHFC, at its option, may make payments of interest on any interest payment date on any debt security by check mailed to the address of the person entitled to receive that payment or by wire transfer to an account maintained by the payee with a bank located in the United States.

Any interest not punctually paid or duly provided for on any interest payment date with respect to the debt securities of any series will forthwith cease to be payable to the holders of those debt securities on the applicable regular record date and may be paid to the persons in whose names those debt securities are registered at the close of business on a special record date for the payment of the interest not punctually paid or duly provided for to be fixed by the Trustee, notice whereof shall be given to the holders of those debt securities not less than 10 days prior to the special record date, or may be paid at any time in any other lawful manner, all as completely described in the Indenture.

Subject to certain limitations imposed on debt securities issued in book-entry form, the debt securities of any series will be exchangeable for other debt securities of the same series and of a like aggregate principal amount and tenor of different authorized denominations upon surrender of those debt securities at the designated place or places. In addition, subject to certain limitations imposed upon debt securities issued in book-entry form, the debt securities of any series may be surrendered for registration of transfer or exchange thereof at the designated place or places if duly endorsed or accompanied by a written instrument of transfer. No service charge shall be made for any registration of transfer or exchange, redemption or repurchase of debt securities, but AHFC may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with certain of those transactions.

 

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Unless otherwise specified in the applicable prospectus supplement, AHFC will not be required to:

 

   

issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening of business 15 days before any selection of debt securities of that series of like tenor and terms to be redeemed and ending at the close of business on the day of that selection;

 

   

register the transfer of or exchange any debt security, or portion of any debt security, called for redemption, except the unredeemed portion of any debt security being redeemed in part; or

 

   

issue, register the transfer of or exchange a debt security which has been surrendered for repurchase at the option of the holder, except the portion, if any, of the debt security not to be repurchased.

Outstanding Debt Securities

In determining whether the holders of the requisite principal amount of outstanding debt securities have given any request, demand, authorization, direction, notice, consent, or waiver under the Indenture:

 

   

the principal amount of an original issue discount security that shall be deemed to be outstanding for these purposes shall be that portion of the principal amount of the original issue discount security that would be due and payable upon acceleration of the original issue discount security as of the date of the determination;

 

   

the principal amount of any Indexed Security that shall be deemed to be outstanding for these purposes shall be the principal amount of the Indexed Security determined on the date of its original issuance;

 

   

the principal amount of a debt security denominated in a foreign currency shall be the U.S. dollar equivalent, determined on the date of its original issuance, of the principal amount of the debt security; and

 

   

a debt security owned by AHFC or any obligor on the debt security or any affiliate of AHFC or such other obligor shall be deemed not to be outstanding.

Redemption and Repurchase

The debt securities of any series may be redeemable at AHFC’s option or may be subject to mandatory redemption by AHFC as required by a sinking fund or otherwise. In addition, the debt securities of any series may be subject to repurchase by AHFC at the option of the holders. The applicable prospectus supplement will describe the terms and conditions regarding any optional or mandatory redemption or option to repurchase the debt securities of the related series.

Certain Covenants

Any material covenants applicable to the debt securities of the applicable series not described in this prospectus will be specified in the applicable prospectus supplement.

Merger, Consolidation and Transfer of Assets

The Indenture provides that AHFC may not, in any transaction or series of related transactions, (i) consolidate or amalgamate with or merge into any other person; or (ii) sell, lease, assign, transfer or otherwise convey all or substantially all of the assets of AHFC and its subsidiaries, taken as a whole, to any other person, in each case, unless:

 

   

in such transaction or transactions, either (1) AHFC shall be the continuing person (in the case of a merger) or (2) the successor person (if other than AHFC) formed by or resulting from the consolidation, amalgamation or merger or to which such assets shall have been sold, leased,

 

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assigned, transferred or otherwise conveyed (i) is a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States of America, any state thereof or the District of Columbia or any territory thereof or under the laws of Japan or any member country in the Organization for Economic Co-operation and Development or any political subdivision or governmental authority thereof, and (ii) shall, by a supplemental indenture, (a) if organized and existing other than under the laws of the United States of America, any state thereof or the District of Columbia or any territory thereof (A) expressly agree to make all payments in respect of the debt securities outstanding under the Indenture free and clear of, and without withholding or deduction for, or on account of, present or future taxes, duties, assessments or other governmental charges of whatever nature imposed, collected, withheld, assessed or levied by or on behalf of the jurisdiction of organization or residence (for tax purposes) of such successor person or any political subdivision or governmental authority thereof or therein having the power to tax, unless required by law, in which case such successor person shall have expressly agreed to pay such additional amounts as may be necessary in order that the net amount received by each holder of outstanding debt securities after such withholding or deduction is equal to the amount that would have been receivable in respect of each such debt security in the absence of such withholding or deduction, and (B) irrevocably and unconditionally (I) consent and submit to the jurisdiction of any United States federal court or New York state court, in each case located in the Borough of Manhattan, The City of New York, in respect of any action, suit or proceeding against it arising out of, or in connection with, the Indenture or the debt securities outstanding thereunder, (II) waive, to the fullest extent permitted by law, any objection to the laying of venue in any such court or that any such action, suit or proceeding has been brought in an inconvenient forum and (III) appoint an agent in the Borough of Manhattan, The City of New York for service of process in any such action, suit or proceeding, and (b) expressly assume the due and punctual performance of all of AHFC’s payment and other obligations under the Indenture and all of the debt securities outstanding thereunder;

 

   

immediately after giving effect to such transaction or transactions, no Event of Default under the Indenture, and no event which, after notice or lapse of time or both would become an Event of Default under the Indenture, shall have occurred and be continuing; and

 

   

the Trustee shall have received an officer’s certificate and opinion of counsel from AHFC to the effect that all conditions precedent to such transaction or transactions have been satisfied.

Upon any consolidation or amalgamation by AHFC with, or AHFC’s merger into, any other person or any sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of AHFC to any person, in each case in accordance with the provisions of the Indenture described above, the successor person formed by the consolidation or amalgamation or into which AHFC is merged or to which such sale, lease, assignment, transfer or other conveyance is made, as applicable, shall succeed to, and be substituted for, AHFC and may exercise every right and power of AHFC under the Indenture with the same effect as if such successor person had been named as AHFC in the Indenture; and thereafter, except in the case of a lease, the predecessor person shall be released from all obligations and covenants under the Indenture and the outstanding debt securities and any coupons appertaining thereto.

Termination, Modification or Amendment of the Keep Well Agreement

AHFC shall not effect any termination, modification or amendment of the Keep Well Agreement (as defined below) and the Keep Well Agreement may not be otherwise terminated without the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series issued under the Indenture that has the benefit of the Keep Well Agreement and is affected by such termination, modification or amendment (voting as separate classes) unless:

 

   

with respect to any series of outstanding debt securities affected by such termination, modification or amendment that is rated by one or more Rating Agencies (as defined below), each such Rating

 

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Agency confirms in writing that the rating assigned to such series of outstanding debt securities will not be withdrawn or reduced by reason of such termination, modification or amendment; or

 

   

the termination, modification or amendment is to: (i) replace, at HMC’s discretion, AHFC as a party to the Keep Well Agreement with any successor person that assumes the obligations of AHFC under the Indenture and the outstanding debt securities pursuant to a transaction permitted under “—Merger, Consolidation and Transfer of Assets”, (ii) terminate, modify or amend the Keep Well Agreement between AHFC and HMC after AHFC has been released of its obligations under the Indenture and the outstanding debt securities in accordance with “—Merger, Consolidation and Transfer of Assets” or (iii) terminate, modify or amend the Keep Well Agreement if such termination, modification or amendment affects only debt securities that have not yet been issued under the Indenture.

Any termination, modification or amendment of the Keep Well Agreement that is not in compliance with these provisions shall not be effective with respect to the outstanding debt securities of the applicable series.

Negative Pledge

AHFC shall not create or permit to be outstanding any Lien (as defined below) upon any of its present or future properties or assets, unless all the debt securities outstanding under the Indenture are secured by such Lien equally and ratably with all the other obligations and indebtedness for money borrowed secured by such Lien for so long as such other obligations and indebtedness for money borrowed are so secured, provided, however, that this covenant shall not apply to (1) Liens securing obligations (or securing any refunding or extensions of such obligations not exceeding the principal amount of the obligations so refunded or extended at the time of the refunding or extension thereof and covering only the same property theretofore securing the same) which, after giving effect to the initial incurrence of such obligations, do not in the aggregate exceed 30% of Consolidated Net Tangible Assets (as defined below) or (2) any Permitted Lien (as defined below).

Definitions

“ABS Obligation” means any security or other obligation that is (i) issued by a trust or entity created for the special purpose of issuing such security or obligation (regardless of whether it may also issue others of the same or another series or class), (ii) secured by specific assets transferred to such trust or entity by AHFC in connection with the issuance of such security or obligation, and (iii) payable by its terms solely from specified assets (including such security) of such trust or entity and, if applicable, specified third party credit support.

“Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable reserves and other items deductible from the gross book value of specific asset amounts), after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles of AHFC and its consolidated subsidiaries calculated as of the date of the most recently prepared quarterly consolidated financial statements of AHFC prepared in accordance with GAAP.

“GAAP” means, unless otherwise specified with respect to any series of debt securities in the applicable prospectus supplement, generally accepted accounting principles in the United States as in effect on the date of any calculation or determination required under the Indenture.

“Keep Well Agreement” means either (i) if clause (ii) of this definition does not apply, the Keep Well Agreement, dated as of September 9, 2005, between the Company and HMC, or (ii) if HMC has elected to enter into a keep well agreement (substantially in the form of the keep well agreement described in clause (i) of this definition) with a successor person as permitted under “—Termination, Modification or Amendment of the Keep Well Agreement” as a result of a transaction permitted under “—Merger, Consolidation and Transfer of Assets”, such keep well agreement between HMC and the successor person, in each case as the same may be amended or supplemented from time to time.

 

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“Lien” means, with respect to any asset or property, any mortgage, lien (statutory or otherwise), pledge, hypothecation, easement, charge, security interest or other encumbrance of any kind or nature in respect of such asset or property, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof or sale/leaseback, any option or other agreement to sell or give a security interest in, and any filing of, or agreement to give, any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, provided that in no event shall an operating lease be deemed to constitute a Lien.

“Nonrecourse,” with respect to AHFC and any ABS Obligation, means that AHFC has no obligation in respect of any payment due on such ABS Obligation and the holders thereof have so agreed (or are deemed to have so agreed by acquiring such ABS Obligation).

“Permitted Lien” means:

 

  (a)

any deposit of AHFC’s assets with any surety company or clerk of any court, or in escrow as collateral in connection with, or in lieu of, any bond on appeal by AHFC from any judgment or decree against it, or in connection with other proceedings in actions at law or in equity by or against AHFC or to exercise any privilege or license, performance of bids, contracts or leases or to secure other public or statutory obligations of AHFC or other similar deposits or pledges made in the ordinary course of business;

 

  (b)

any Lien on any property, tangible or intangible, real or personal, existing at the time of acquisition thereof (whether through purchase or through merger or consolidation) or given to secure the payment of all or any part of the purchase price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition thereof for the purpose of financing all or any part of the purchase price thereof;

 

  (c)

mechanic’s, workmen’s, repairmen’s, materialmen’s or carriers’ Liens or other similar Liens arising in the ordinary course of business or deposits or pledges to obtain the release of any such Liens;

 

  (d)

any Lien arising out of a judgment or award against AHFC with respect to which AHFC shall in good faith be prosecuting an appeal or proceedings for review or Liens incurred by AHFC for the purpose of obtaining a stay or discharge in the course of any legal proceeding to which AHFC is a party;

 

  (e)

any Lien for taxes not yet subject to penalties for nonpayment or contest, or minor survey exceptions, or minor encumbrances, assessments or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which encumbrances, assessments, reservations, rights and restrictions do not in the aggregate materially detract from the value of said properties or materially impair their use in the operation of AHFC’s business;

 

  (f)

any Lien on any property, tangible or intangible, which may arise as a result of a transaction involving a transfer of assets by AHFC if such transfer of assets is treated as a sale in accordance with GAAP or if such transfer of assets is to an entity that issues ABS Obligations backed by such assets and such ABS Obligations are Nonrecourse to AHFC;

 

  (g)

any pledge of assets to secure any financing by AHFC of the exporting of goods to or between, or the marketing thereof in, countries other than the United States in connection with which AHFC reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a Lien, cash, securities or receivables for the purpose of securing banking accommodations or as the basis for the issuance of bankers’ acceptances or in aid of other similar borrowing arrangements;

 

  (h)

any pledge of receivables payable in currencies other than the United States dollar to secure borrowings in countries other than the United States;

 

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  (i)

any Lien in favor of the United States or any state thereof or the District of Columbia, or any agency, department or other instrumentality thereof, to secure progress, advance or other payments pursuant to any contract or provision of any statute;

 

  (j)

any Lien securing the performance of any contract or undertaking not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;

 

  (k)

any Lien to secure non-recourse obligations in connection with AHFC engaging in leveraged or single-investor lease transactions;

 

  (l)

any Lien on property acquired or sold by AHFC resulting from the exercise of any rights arising out of defaults on receivables;

 

  (m)

any Lien to secure obligations with respect to any interest rate, foreign currency exchange, swap, collar, cap or similar agreements entered into in the ordinary course of business to hedge or mitigate risks to which AHFC or any of its Subsidiaries is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;

 

  (n)

bankers’ Liens or bankers’ rights of offset, in each case arising in the ordinary course of banking business with respect to any bank accounts or bank deposits; and

 

  (o)

any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) to (n) inclusive; provided, however, that the amount of any and all obligations and indebtedness secured thereby does not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement and that such extension, renewal or replacement is limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property), and provided further, that AHFC is free to substitute collateral of equal value for the existing collateral in any transaction covered by clauses (a) through (n) above.

“Rating Agency” with respect to any security, means any rating agency that (i) has been requested by HMC or AHFC to issue a rating with respect to such security and (ii) has issued such a rating and such rating remains in effect at the time the termination, modification or amendment of the Keep Well Agreement referred to under “—Termination, Modification or Amendment of the Keep Well Agreement” is to be effected.

“Subsidiary” means (1) any corporation a majority of the total voting power of whose outstanding Voting Stock is owned or controlled, directly or indirectly, at the date of determination by AHFC, and (2) any other person in which AHFC and/or one or more other Subsidiaries, directly or indirectly, at the date of determination, (x) own a majority of the outstanding equity interests or (y) have the power to elect or direct the election of, or to appoint or approve the appointment of, a majority of the directors, trustees or managing members of, or other persons holding similar positions with, such Person.

“Voting Stock” means, with respect to any person, any class or series of capital stock of, or other equity interests in, such person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of, or to appoint or to approve the appointment of, the directors, trustees or managing members of, or other persons holding similar positions with, such person.

Events of Default

Unless otherwise specified in the applicable prospectus supplement, an Event of Default with respect to the debt securities of any series is defined in the Indenture as being:

(1) default for 30 days in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any debt security of that series;

 

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(2) default in payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, any debt security of that series when due, whether at stated maturity, upon redemption, upon repurchase at the option of the holder or otherwise;

(3) default in the deposit of any sinking fund payment or payment under any analogous provision when due with respect to any debt security of that series;

(4) default in the performance or observance, or breach, of any covenant or other agreement of AHFC in the Indenture or any debt security of that series not covered elsewhere in this section, other than a covenant or other agreement included in the Indenture solely for the benefit of a series of debt securities other than that series, which shall not have been remedied for a period of 60 days after written notice to AHFC by the Trustee or to AHFC and the Trustee by the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding;

(5) default by AHFC to pay when due, either at stated maturity, upon redemption, upon repurchase at the option of the holders, upon acceleration or otherwise, any indebtedness for money borrowed by AHFC in excess of $25,000,000 principal amount, or a default under any such indebtedness resulting in the acceleration prior to the stated maturity of the principal amount of such indebtedness in excess of $25,000,000, and such indebtedness is not discharged or such acceleration is not rescinded or annulled within 10 days thereafter;

(6) specified events of bankruptcy, insolvency, or reorganization with respect to AHFC; or

(7) any other Event of Default established for the debt securities of that series.

No Event of Default with respect to any particular series of debt securities necessarily constitutes an Event of Default with respect to any other series of debt securities. The Trustee is required to give notice to holders of the debt securities of the applicable series within 90 days after the Trustee has actual knowledge (as such knowledge is described in the Indenture) of a default relating to such debt securities.

If an Event of Default specified in clause (6) above occurs, then the principal amount of all the outstanding debt securities and unpaid interest, if any, accrued thereon shall automatically become immediately due and payable. If any other Event of Default with respect to the outstanding debt securities of the applicable series occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding may declare the principal amount of, or if debt securities of that series are original issue discount securities such lesser amount as may be specified in the terms of, the debt securities of that series, and unpaid interest, if any, accrued thereon to be due and payable immediately. However, upon specified conditions, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding may rescind and annul any such declaration of acceleration and its consequences.

The Indenture provides that no holders of debt securities of any series may institute any proceedings, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or Trustee, or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an Event of Default from the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, as well as an offer of indemnity or security reasonably satisfactory to it, and no inconsistent direction has been given to the Trustee during such 60 day period by the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. Notwithstanding any other provision of the Indenture, each holder of a debt security will have the right, which is absolute and unconditional, to receive payment of the principal of and premium, if any, and interest, if any, and any Additional Amounts on that debt security on the respective due dates for those payments and to institute suit for the enforcement of those payments, and this right shall not be impaired without the consent of such holder.

 

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Subject to the provisions of the Trust Indenture Act requiring the Trustee, during the continuance of an Event of Default under the Indenture, to act with the requisite standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of debt securities of any series unless those holders have offered the Trustee indemnity or security reasonably satisfactory to it. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee, provided that the direction would not conflict with any rule or law or with the Indenture or with any series of debt securities, such direction would not be unduly prejudicial to the rights of any other holder of debt securities of that series (or the debt securities of any other series), and the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Within 120 days after the close of each fiscal year, AHFC must deliver to the Trustee an officer’s certificate stating whether or not the certifying officer has knowledge of any Event of Default or default which, with notice or lapse of time or both, would become an Event of Default under the Indenture and, if so, specifying each such default and the nature and status thereof; provided that any default that results solely from the taking of an action that would have been permitted but for the continuation of a previous default will be deemed to be cured if such previous default is cured prior to becoming an Event of Default.

Modification, Waivers and Meetings

The Indenture permits AHFC and the Trustee, with the consent of the holders of a majority in aggregate principal amount of the outstanding debt securities of each series issued under the Indenture and affected by a modification or amendment (voting as separate classes), to modify or amend any of the provisions of the Indenture or of the debt securities of the applicable series or the rights of the holders of the debt securities of the applicable series under the Indenture. However, no modification or amendment shall, without the consent of the holder of each outstanding debt security affected thereby:

 

   

change the stated maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any Additional Amounts, if any, with respect to, any debt securities; or

 

   

reduce the principal of or any premium on any debt securities or reduce the rate (or modify the calculation of such rate) of interest on or the redemption or repurchase price of any debt securities, or any Additional Amounts with respect to any debt securities or change AHFC’s obligation to pay Additional Amounts; or

 

   

reduce the amount of principal of any original issue discount securities that would be due and payable upon acceleration of the maturity of any debt securities; or

 

   

change the date(s) on which, or period(s) in which, any debt securities are subject to redemption or otherwise alter the provisions with respect to the redemption of any debt securities in a manner that is adverse to the interests of holders of such debt securities; or

 

   

adversely affect any right of repurchase at the option of any holder; or

 

   

change any place where, or the currency in which, any debt securities are payable; or

 

   

impair the holder’s right to institute suit to enforce the payment of any debt securities on or after their stated maturity, or in the case of redemption, on or after the redemption date, or in the case of repurchase or repayment, on or after the date for repurchase or repayment; or

 

   

reduce the percentage of the outstanding debt securities of any series whose holders must consent to any modification or amendment or any waiver of compliance with specific provisions of such Indenture or specified defaults under the Indenture and their consequences; or

 

   

modify the provisions relating to the requirements for the modification or amendment of the Indenture with the consent of each holder, or the waiver of compliance with specific provisions of

 

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the Indenture or specified defaults under the Indenture, except to increase the percentage of holders of debt securities of any series outstanding under the Indenture required to effect that action or to provide that certain other provisions of the Indenture may not be modified or waived without the consent of the holder of each outstanding debt security affected thereby; or

 

   

reduce the requirements for a quorum or voting at a meeting of holders of the applicable debt securities.

The Indenture also contains provisions permitting AHFC and the Trustee, without the consent of the holders of any debt securities, to modify or amend the Indenture, among other things:

 

   

to add to the Events of Default for all or any series of debt securities;

 

   

to add to the covenants for the benefit of the holders of all or any series of debt securities;

 

   

to provide for security of debt securities of all or any series or to add guarantees in favor of debt securities of all or any series;

 

   

to establish the form or terms of debt securities of any series, and the form of the guarantee, if any, of debt securities of any series;

 

   

to cure any mistake, ambiguity or correct or supplement any provision in the Indenture which may be defective or inconsistent with other provisions in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture, or to make any change necessary to comply with any requirement of the SEC in connection with the Indenture under the Trust Indenture Act, in each case which shall not adversely affect the interests of the holders of any series of debt securities;

 

   

to amend or supplement any provision contained in the Indenture, provided that the amendment or supplement does not apply to any outstanding debt securities issued before the date of the amendment or supplement and entitled to the benefits of that provision;

 

   

to conform the terms of the Indenture or the debt securities of a series to the description thereof contained in any prospectus, prospectus supplement or other offering document relating to the offer and sale of those debt securities; or

 

   

to modify, alter, amend or supplement the debt securities in any other respect that shall not adversely affect the interests of any of the holders or beneficial owners of the debt securities.

The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive AHFC’s compliance with the covenant described above under “—Certain Covenants—Negative Pledge” and such other covenants, if any, as the prospectus supplement relating to the debt securities of that series expressly provides may also be waived by the holders of a majority in aggregate principal amount of the outstanding debt securities of that series. The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may, on behalf of all holders of debt securities of that series, waive any continuing default under the Indenture with respect to the debt securities of that series and its consequences, except a default (i) in the payment of the principal of, or premium, if any, or interest, if any, on, or any Additional Amounts with respect to, the debt securities of that series, or (ii) in respect of a covenant or provision which cannot be modified or amended without the consent of the holder of each outstanding debt security of the affected series.

The Indenture contains provisions for convening meetings of the holders of a series of debt securities. A meeting may be called at any time by the Trustee, and also, upon AHFC’s request, or the request of holders of at least 10% in aggregate principal amount of the outstanding debt securities of any series. Notice of a meeting must be given in accordance with the provisions of the Indenture. Except for any consent which must be given by the holder of each outstanding debt security affected in the manner described above, any resolution presented at a

 

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meeting or adjourned meeting duly reconvened at which a quorum, as described below, is present may be adopted by the affirmative vote of the holders of a majority in aggregate principal amount of the outstanding debt securities of the applicable series. However, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver, or other action which may be made, given or taken by the holders of a specified percentage, other than a majority, in aggregate principal amount of the outstanding debt securities of a series may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of that specified percentage in aggregate principal amount of the outstanding debt securities of that series. Any resolution passed or decision taken at any meeting of holders of debt securities of any series duly held in accordance with the Indenture will be binding on all holders of debt securities of that series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in aggregate principal amount of the outstanding debt securities of the applicable series, subject to exceptions; provided, however, that if any action is to be taken at that meeting with respect to a consent or waiver which may be given by the holders of a supermajority in aggregate principal amount of the outstanding debt securities of a series, the persons holding or representing that specified supermajority percentage in aggregate principal amount of the outstanding debt securities of that series will constitute a quorum.

Discharge, Legal Defeasance and Covenant Defeasance

Satisfaction and Discharge

Upon AHFC’s direction, the Indenture shall cease to be of further effect with respect to the debt securities of any series specified by AHFC, subject to the survival of specified provisions of the Indenture, including (unless the accompanying prospectus supplement provides otherwise) AHFC’s obligation to repurchase such debt securities at the option of the holders thereof, if applicable, and AHFC’s obligation to pay Additional Amounts in respect of such debt securities to the extent described below, when:

 

   

either

(A) all outstanding debt securities of that series have been delivered to the Trustee for cancellation, subject to exceptions; or

(B) all debt securities of that series have become due and payable or will become due and payable at their maturity within one year or are to be called for redemption within one year, and AHFC has deposited with the Trustee, in trust, funds in the currency in which the debt securities of that series are payable in an amount sufficient to pay and discharge the entire indebtedness on the debt securities of that series, including the principal thereof and, premium, if any, and interest, if any, thereon, and, to the extent that (x) the debt securities of that series provide for the payment of Additional Amounts and (y) the amount of any Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by AHFC, in the exercise of its reasonable discretion, those Additional Amounts, to the date of such deposit, if the debt securities of that series have become due and payable, or to the stated maturity or redemption date of the debt securities of that series, as the case may be;

 

   

AHFC has paid all other sums payable under the Indenture with respect to the debt securities of that series (including amounts payable to the Trustee); and

 

   

the Trustee has received an officer’s certificate and an opinion of counsel from AHFC to the effect that all conditions precedent to the satisfaction and discharge of the Indenture in respect of the debt securities of such series have been satisfied.

If the debt securities of any series provide for the payment of Additional Amounts, AHFC will remain obligated, following the deposit described above, to pay Additional Amounts on those debt securities to the extent that they exceed the amount deposited in respect of those Additional Amounts as described above.

 

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Legal Defeasance and Covenant Defeasance

Unless otherwise specified in the applicable prospectus supplement, AHFC may elect with respect to the debt securities of the particular series either:

 

   

to defease and discharge itself from any and all obligations with respect to those debt securities (“legal defeasance”), except for, among other things:

(A) the obligation to pay Additional Amounts, if any, upon the occurrence of specified events of taxation, assessment, or governmental charge with respect to payments on those debt securities to the extent that those Additional Amounts exceed the amount deposited in respect of those amounts as provided below;

(B) the obligation to maintain an office or agent of AHFC in The City of New York in respect of those debt securities;

(C) the obligation to hold moneys for payment in respect of those debt securities in trust; and

(D) the obligation, if applicable, to repurchase those debt securities at the option of the holders thereof; or

 

   

to be released from its obligations with respect to those debt securities under (A) the covenant described above under “—Certain Covenants—Negative Pledge” and (B) if applicable, other covenants as may be specified in the applicable prospectus supplement, and any omission to comply with those obligations shall not constitute a default or an Event of Default with respect to those debt securities (“covenant defeasance”),

in either case upon the irrevocable deposit with the Trustee, or other qualifying Trustee, in trust for that purpose, of an amount in the currency in which those debt securities are payable at maturity or, if applicable, upon redemption, and/or government obligations (as defined in the Indenture) which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient, in the written opinion of a nationally recognized firm of independent public accountants or a nationally recognized investment bank, to pay the principal of and any premium and any interest on, and, to the extent that (x) those debt securities provide for the payment of Additional Amounts and (y) the amount of the Additional Amounts which are or will be payable is at the time of deposit reasonably determinable by AHFC, in the exercise of its reasonable discretion, the Additional Amounts with respect to, those debt securities, and any mandatory sinking fund or analogous payments on those debt securities, on the due dates for those payments, whether at stated maturity, upon redemption, upon repurchase at the option of the holder or otherwise.

The legal defeasance or covenant defeasance described above shall only be effective if, among other things:

 

   

it shall not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which AHFC is a party or is bound;

 

   

in the case of legal defeasance, AHFC shall have delivered to the Trustee an opinion of counsel confirming that:

(A) AHFC has received from, or there has been published by, the Internal Revenue Service a ruling; or

(B) since the date of the Indenture, there has been a change in applicable federal income tax law,

in either case to the effect that, and based on this ruling or change the opinion of counsel shall confirm that, the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred;

 

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in the case of covenant defeasance, AHFC shall have delivered to the Trustee an opinion of counsel to the effect that the holders of the debt securities of the applicable series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred;

 

   

if the cash and/or government obligations deposited are sufficient to pay the outstanding debt securities of the applicable series on a particular redemption date, AHFC shall have given the Trustee irrevocable instructions to redeem those debt securities on that date;

 

   

no Event of Default or default which with notice or lapse of time or both would become an Event of Default with respect to debt securities of the applicable series shall have occurred and be continuing on the date of the deposit into trust; and, solely in the case of legal defeasance, no Event of Default arising from specified events of bankruptcy, insolvency, or reorganization with respect to AHFC or default which with notice or lapse of time or both would become such an Event of Default shall have occurred and be continuing during the period ending on and including the 91st day after the date of the deposit into trust; and

 

   

AHFC shall have delivered to the Trustee an officer’s certificate and opinion of counsel to the effect that all conditions precedent to the legal defeasance or covenant defeasance, as the case may be, have been satisfied.

In the event AHFC effects covenant defeasance with respect to debt securities of any series and those debt securities are declared due and payable because of the occurrence of any Event of Default other than an Event of Default with respect to the covenants as to which covenant defeasance has been effected, which covenants would no longer be applicable to the debt securities of that series after covenant defeasance, the amount of monies and/or government obligations deposited with the Trustee to effect covenant defeasance may not be sufficient to pay amounts due on the debt securities of that series at the time of any acceleration resulting from that Event of Default. However, AHFC would remain liable to make payment of those amounts due at the time of acceleration.

The applicable prospectus supplement may further describe the provisions, if any, permitting or restricting legal defeasance or covenant defeasance with respect to the debt securities of a particular series.

Concerning the Trustee

The Indenture provides that there may be more than one Trustee under the Indenture, each with respect to one or more series of debt securities. If there are different Trustees for different series of debt securities, each Trustee will be a trustee separate and apart from any other Trustee under the Indenture. Unless otherwise specified in the applicable prospectus supplement, any action permitted to be taken by a Trustee may be taken by such Trustee only with respect to the one or more series of debt securities for which it is the trustee under the Indenture. Any Trustee under the Indenture may resign or be removed with respect to one or more series of debt securities. All payments of principal of, and premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery (including authentication and delivery on original issuance of the debt securities) of, the debt securities of a series will be effected by the Trustee with respect to that series at an office designated by the Trustee.

Deutsche Bank Trust Company Americas is the trustee under the Indenture. We may maintain corporate trust relationships in the ordinary course of business with the Trustee. The Trustee shall have and be subject to all the duties and responsibilities specified with respect to an indenture trustee under the Trust Indenture Act. Subject to the provisions of the Trust Indenture Act, the Trustee is under no obligation to exercise any of the powers vested in it by the Indenture at the request of any holder of debt securities, unless offered reasonable indemnity or security by the holder against the costs, expense and liabilities which might be incurred thereby.

 

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Under the Trust Indenture Act, the Indenture is deemed to contain limitations on the right of the Trustee, should it become a creditor of AHFC, to obtain payment of claims in some cases or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee may engage in other transactions with AHFC. If it acquires any conflicting interest relating to any of its duties with respect to the debt securities, however, it must eliminate the conflict or resign as Trustee.

Governing Law

The Indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.

Notices

All notices to holders of debt securities shall be validly given if in writing and mailed, first-class postage prepaid, to them at their respective addresses in the register maintained by the trustee.

Keep Well Agreement

HMC, AHFC’s indirect parent, and AHFC are parties to a keep well agreement, dated September 9, 2005, or the HMC-AHFC Keep Well Agreement, pursuant to which HMC has agreed to:

 

   

own and hold, at all times, directly or indirectly, at least 80% of AHFC’s issued and outstanding shares of voting stock and not pledge, directly or indirectly, encumber, or otherwise dispose of any such shares or permit any of HMC’s subsidiaries to do so, except to HMC or wholly-owned subsidiaries of HMC;

 

   

cause AHFC to have, on the last day of each of AHFC’s fiscal years, a positive consolidated tangible net worth (where “tangible net worth” means (a) shareholders’ equity less (b) any intangible assets, as determined in accordance with GAAP); and

 

   

ensure that, at all times, AHFC has sufficient liquidity and funds to meet its payment obligations under any Debt (with “Debt” for purposes of this discussion of the HMC-AHFC Keep Well Agreement defined as AHFC’s debt for borrowed money that HMC has confirmed in writing is covered by the HMC-AHFC Keep Well Agreement) in accordance with the terms of such Debt, or where necessary, HMC will make available to AHFC, or HMC will procure for AHFC, sufficient funds to enable AHFC to pay its Debt in accordance with its terms.

The HMC-AHFC Keep Well Agreement is not a guarantee by HMC of any Debt or other obligation, indebtedness, or liability of any kind of AHFC.

The HMC-AHFC Keep Well Agreement includes AHFC’s agreement that it will use any funds made available to it by HMC thereunder solely for fulfilling AHFC’s payment obligations in respect of Debt. Any claims of HMC arising from any provisions of funds to AHFC by HMC shall be subordinated to the claims of all holders of Debt with respect to such Debt, whether or not such claims exist at the time such funds are made available to AHFC, and HMC will not demand payment of such claims from AHFC unless and until all outstanding Debt has been paid in full.

HMC or AHFC may each terminate the HMC-AHFC Keep Well Agreement upon giving to the other party 30 days’ prior written notice and the HMC-AHFC Keep Well Agreement may be modified or amended only by the written agreement of HMC and AHFC and upon 30 days’ prior written notice to each rating agency rating any covered Debt. However, such termination, modification or amendment will not be effective with respect to any Debt outstanding at the time of such termination, modification or amendment unless: (i) such termination, modification or amendment is permitted under the documentation governing such Debt, (ii) all affected holders

 

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of such Debt (or, in the case of Debt incurred pursuant to documentation that permits the HMC-AHFC Keep Well Agreement to be terminated, modified or amended with the consent of less than all of the holders of such Debt, the requisite holders of such Debt) otherwise consent in writing, or (iii) with respect to Debt that is rated by one or more rating agencies at the request of HMC or AHFC, each such rating agency confirms in writing that the rating assigned to such Debt will not be withdrawn or reduced because of the proposed action. An amendment, modification or termination of the HMC-AHFC Keep Well Agreement (except as permitted by its terms) would constitute an event of default under certain of AHFC’s Debt and failure by HMC to meet its obligations under the HMC-AHFC Keep Well Agreement would constitute an event of default under such Debt if the failure continued for 30 days and was continuing at the time the default was declared. Pursuant to the terms of the Indenture, unless specified in the applicable prospectus supplement, the HMC-AHFC Keep Well Agreement may not be terminated, modified or amended without the consent of holders of a majority in aggregate principal amount of the outstanding debt securities of each series having the benefit of the HMC-AHFC Keep Well Agreement and affected by such termination, modification or amendment (voting as separate classes), except as permitted under “Certain Covenants—Termination, Modification or Amendment of the Keep Well Agreement” above.

Under its terms, the HMC-AHFC Keep Well Agreement is not enforceable against HMC by anyone other than: (i) AHFC or (ii) if any case is commenced under the United States Bankruptcy Code (11 USC §§101 et seq.), or any successor statutory provisions, or the Bankruptcy Code, in respect of AHFC, the debtor in possession or trustee appointed by the court having jurisdiction over such proceeding. In the event of (1) a breach by HMC in performing a provision of the HMC-AHFC Keep Well Agreement and (2) the commencement of such a case under the Bankruptcy Code in respect of AHFC while any Debt is outstanding, the remedies of a holder of Debt shall include the right, if no proceeding in respect of AHFC has already been commenced in such case, to file a petition in respect of AHFC thereunder with a view to the debtor in possession, or the trustee appointed by the court having jurisdiction over such proceeding, pursuing AHFC’s rights under the HMC-AHFC Keep Well Agreement against HMC. However, all holders of outstanding Debt may (i) demand in writing that AHFC enforce its rights under the HMC-AHFC Keep Well Agreement and (ii) proceed directly against HMC to enforce compliance by HMC with its obligations under the HMC-AHFC Keep Well Agreement if AHFC fails or refuses to take action to enforce its rights under that agreement within 30 days following AHFC’s receipt of demand for such enforcement by such holder.

The HMC-AHFC Keep Well Agreement is governed by, and construed in accordance with, the laws of the State of New York.

 

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PLAN OF DISTRIBUTION

We may sell the debt securities to or through agents or underwriters or directly to one or more purchasers.

By Agents

We may use agents to sell the debt securities. The agents will agree to use their reasonable best efforts to solicit purchases for the period of their appointment.

By Underwriters

We may sell the debt securities to underwriters. The underwriters may resell the debt securities in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The underwriters may sell the debt 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 act as agent. The obligations of the underwriters to purchase the debt securities will be subject to certain conditions. Each underwriter will be obligated to purchase all the debt securities allocated to it under the underwriting agreement. The underwriters may change any initial public offering price and any discounts, concessions or commissions they give to dealers.

Direct Sales

We may sell debt securities directly to investors. In this case, no underwriters or agents would be involved.

As one of the means of direct issuance of debt securities, we may utilize the services of any available electronic auction system to conduct an electronic “dutch auction” of the offered debt securities among potential purchasers who are eligible to participate in the auction of those offered debt securities, if so described in the applicable prospectus supplement.

General Information

Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement. Any securities exchange or principal United States market on which the debt securities are to be listed will be described in the applicable prospectus supplement.

We may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make.

Underwriters, dealers and agents may engage in transactions with, or perform services for, us or our subsidiaries in the ordinary course of their businesses.

 

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LEGAL MATTERS

The validity of the issuance of the debt securities we are offering will be passed upon for us by P. Yvonne Mathews, who is counsel to AHFC.

EXPERTS

The consolidated financial statements of American Honda Finance Corporation as of March 31, 2022 and 2021, and for each of the years in the three-year period ended March 31, 2022, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

ITEM 14.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Our estimated expenses in connection with the registration and sale of the debt securities are as follows, all of which will be borne by us:

 

SEC registration fee

   $             (1)  

Rating agency fees

     2,970,000  

Printing and duplicating expenses

     60,000  

Legal fees and expenses

     1,910,000  

Accounting fees and expenses

     1,090,000  

Trustee fees

     260,000  

Miscellaneous expenses

     50,000  
  

 

 

 

Total

   $ 6,340,000  
  

 

 

 

 

(1)

In accordance with Rules 456(b) and 457(r) promulgated under the Securities Act of 1933, as amended, or the Securities Act, we are deferring payment of all registration fees for the debt securities registered under this registration statement, except for $687,336 of unused filing fees in respect of unsold debt securities previously registered pursuant to a Registration Statement on Form S-3 (File No. 333-233119), initially filed with the Securities and Exchange Commission on August 8, 2019, which fees have already been paid and may be offset pursuant to Rule 457(p) against the filing fee payable in respect of this Registration Statement on Form S-3.

 

ITEM 15.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

AHFC’s bylaws provide for the indemnification of its officers, directors and other “agents” to the fullest extent permitted by the California General Corporation Law, or CGCL. Section 317 of the CGCL authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Section 317 of the CGCL defines “agent” to include any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, or was a director, officer, employee or agent of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation.

 

ITEM 16.

EXHIBITS

 

EXHIBIT

NUMBER

   DESCRIPTION
     1.1(1)    Form of Distribution Agreement.
     4.1(2)    Indenture, dated as of September  5, 2013, between American Honda Finance Corporation and Deutsche Bank Trust Company Americas, as Trustee.
     4.2(3)    First Supplemental Indenture, dated February  8, 2018, between American Honda Finance Corporation and Deutsche Bank Trust Company Americas, as trustee.

 

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EXHIBIT

NUMBER

   DESCRIPTION
  5.1    Opinion of P. Yvonne Mathews, counsel to AHFC.
23.1    Consent of KPMG LLP.
23.2    Consent of P. Yvonne Mathews, counsel to AHFC (included in the opinion filed as Exhibit 5.1).
24.1    Power of Attorney of directors and officers of American Honda Finance Corporation (included on the signature page to this registration statement).
25.1    Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of Deutsche Bank Trust Company Americas, as Trustee.
107    Calculation of Filing Fees Table

 

(1)

To be filed, if necessary, after effectiveness of this Registration Statement by an amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended.

(2) 

Incorporated by reference to Exhibit 4.1 filed with AHFC’s Registration Statement on Form S-3, dated September 5, 2013.

(3) 

Incorporated by reference to Exhibit 4.6 filed with AHFC’s Quarterly Report on Form 10-Q, dated February 8, 2018.

 

ITEM 17.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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

(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 clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, 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 will 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;

 

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(4) That, for purposes of determining liability under the Securities Act to any purchaser, 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 each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in 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; and

(5) That, for the purpose of determining liability of the registrant under the Securities Act 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.

The undersigned registrant hereby further undertakes:

(1) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(2) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities

 

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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 of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all 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 Torrance, State of California, on August 11, 2022.

 

AMERICAN HONDA FINANCE CORPORATION
By:  

/s/ Paul C. Honda

 

Paul C. Honda

Vice President and Assistant Secretary

POWER OF ATTORNEY

We, the undersigned directors and officers of American Honda Finance Corporation, and each of us, do hereby constitute and appoint Masahiro Nakamura and Paul C. Honda, or either of them, our true and lawful attorneys and agents, each with power of substitution, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto, and to file the same with the Securities and Exchange Commission; and we do hereby ratify and confirm all that the said attorneys and agents, or his substitute or substitutes, or any one of them, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, effective as of August 11, 2022.

 

Signature

  

Title

 

Date

/s/ Jiro Morisawa

  

President and Director

(Principal Executive Officer)

  August 11, 2022
Jiro Morisawa  

/s/ Masahiro Nakamura

   Vice President, Treasurer and   August 11, 2022
Masahiro Nakamura    Director (Principal Financial Officer)  

/s/ Paul C. Honda

   Vice President and Assistant   August 11, 2022
Paul C. Honda    Secretary (Principal Accounting Officer)  

/s/ Peter Vucurevic

   Vice President and Director   August 11, 2022
Peter Vucurevic     

 

   Director   August 11, 2022
Noriya Kaihara     

 

   Director   August 11, 2022
Eiji Fujimura     

Exhibit 5.1

[AHMC Letterhead]

August 11, 2022

American Honda Finance Corporation

1919 Torrance Blvd.,

Torrance, California 90501

 

  Re:

American Honda Finance Corporation

Registration Statement on Form S-3

Ladies and Gentlemen:

Reference is made to Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on or about the date hereof by American Honda Finance Corporation, a California corporation (the “Company”). The Registration Statement relates to the issuance and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate aggregate principal amount of debt securities of the Company (the “Debt Securities”). The Debt Securities will be issued under the Indenture, dated as of September 5, 2013 (the “Base Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), included as Exhibit 4.1 to the Registration Statement, as supplemented by the First Supplemental Indenture, dated as of February 8, 2018 (the “First Supplemental Indenture” and the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”), between the Company and the Trustee, included as Exhibit 4.2 to the Registration Statement, and one or more supplements or officer’s certificates thereto establishing the terms of each series of the Debt Securities (the “Supplemental Indenture Documents”).

As counsel to the Company, I am familiar with the Articles of Incorporation and the Amended and Restated Bylaws of the Company (collectively, the “Organizational Documents”) and with the affairs of the Company. I have examined such other instruments, documents and records that I have deemed relevant and necessary for the basis of my opinion hereinafter expressed, including certain resolutions adopted by the Board of Directors of the Company relating to the registration of the issuance and sale of the Debt Securities.

In connection with the opinions expressed below, I have assumed that, at or prior to the time of delivery of any Debt Securities, (i) the Registration Statement has been declared effective and such effectiveness has not been terminated or rescinded and the Base Indenture has been qualified under the Trust Indenture Act of 1939, as amended, (ii) a prospectus supplement describing each class or series of Debt Securities offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Commission, will be timely filed with the Commission, (iii) the definitive terms of the issuance and sale of each class or series of Debt Securities will have been duly established in accordance with the authorizing resolutions adopted by the Company’s Board of Directors (or an authorized committee thereof) and in conformity with the Company’s Organizational Documents and applicable law, (iv) the Company will issue and deliver the Debt Securities in the manner contemplated by the Registration Statement, and (v) there has not occurred any change in law affecting the validity or enforceability of such Debt Securities. I have also assumed that none of the terms of any Debt Securities to be established after the date hereof, nor the issuance and delivery of such Debt Securities, nor the compliance by the Company with the terms of such Debt Securities will violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company. To the extent that the Company’s obligations depend on the enforceability of the Indenture against the Trustee, I have assumed that the Indenture is enforceable against the Trustee. In addition, I have obtained and relied upon those certificates of public officials I considered appropriate.


On the basis of the foregoing, my reliance upon the assumptions in this opinion and my consideration of those questions of law I considered relevant, and subject to the limitations and qualifications in this opinion, I am of the opinion that when (i) the specific terms of the particular Debt Securities have been duly established in accordance with the Indenture and applicable Supplemental Indenture Documents, (ii) the applicable Supplemental Indenture Documents to be entered into in connection with the issuance of any Debt Securities have been duly authorized, executed, authenticated, issued and delivered by the Trustee and the Company in accordance with the terms of the Indenture, and (iii) the Debt Securities have been duly authorized, authenticated, executed, issued and delivered in accordance with the terms of the Indenture, as amended by the applicable Supplemental Indenture Documents, and the applicable underwriting or other agreement (including, in the case of “book-entry” Debt Securities, such Debt Securities being entered under the names of the purchasers thereof on the books of a depositary) against payment therefor, such Debt Securities will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the prospectus included in the Registration Statement or any prospectus supplement or pricing supplement, other than as expressly stated herein with respect to the Debt Securities.

This opinion is limited to the present laws of the State of California and the State of New York. I express no opinion herein as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. I wish to point out that I am a member of the Bar of the State of California. I have made, or caused to be made, such investigation as I have deemed appropriate with respect to the laws of the State of New York in connection with the opinions expressed herein, and nothing has come to my attention in the course of such investigation which would lead me to question the correctness of such opinions.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, if a prospectus supplement or pricing supplement relating to the offer and sale of any particular Debt Securities is prepared and filed by the Company with the Commission on a future date and the prospectus supplement or pricing supplement contains my opinion and a reference to me substantially in the form set forth below, this consent shall apply to my opinion and the reference to me in substantially such form:

“In the opinion of the counsel to American Honda Finance Corporation (“AHFC”), when the notes offered by this pricing supplement and related prospectus have been executed and issued by AHFC and authenticated by the trustee pursuant to the Indenture, dated as of September 5, 2013, between AHFC and Deutsche Bank Trust Company Americas (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of February 8, 2018, between AHFC and the Trustee (as so supplemented, the “Indenture”), and delivered against payment as contemplated herein, such notes will be legally valid and binding obligations of AHFC, enforceable against AHFC in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding at law or in equity. This opinion is given as of the date hereof and is limited to the present laws of the State of California and the State of New York. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Indenture and its authentication of the notes and the enforceability of the Indenture with respect to the trustee and other matters, all as stated in the letter of such counsel dated August 11, 2022 and filed as Exhibit 5.1 to AHFC’s Registration Statement on Form S-3 (File No. 333-[—]) filed with the Securities and Exchange Commission on August 11, 2022.”

In giving this 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 of the Commission issued thereunder.


Respectfully submitted,
AMERICAN HONDA MOTOR CO., INC.

/s/ P. Yvonne Mathews

P. Yvonne Mathews

Senior Counsel

Law and Intellectual Property Unit

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated June 23, 2022, with respect to the consolidated financial statements of American Honda Finance Corporation, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Los Angeles, California

August 9, 2022

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   (I.R.S. Employer
organization if not a U.S. national bank)   Identification no.)

60 WALL STREET

NEW YORK, NEW YORK

  10005
(Address of principal   (Zip Code)
executive offices)  

Deutsche Bank Trust Company Americas

Attention: Mirko Mieth

Legal Department

1 Columbus Circle, 19th Floor

New York, New York 10019

(212) 250 – 1663

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

 

 

AMERICAN HONDA FINANCE CORPORATION

(Exact name of obligor as specified in its charter)

 

California   95-3472715
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

1919 Torrance Blvd.

Torrance, California

  90501
(Address of principal executive offices)   (Zip code)

 

 

Debt Securities

(Title of the Indenture securities)

 

 

 


Item 1.

General Information.

Furnish the following information as to the trustee.

 

  (a)

Name and address of each examining or supervising authority to which it is subject.

 

Name

  

Address

Federal Reserve Bank (2nd District)    New York, NY
Federal Deposit Insurance Corporation    Washington, D.C.
New York State Banking Department    Albany, NY

 

  (b)

Whether it is authorized to exercise corporate trust powers.

Yes.

 

Item 2.

Affiliations with Obligor.

If the obligor is an affiliate of the Trustee, describe each such affiliation.

None.

 

Item 3. -15.

Not Applicable

 

Item 16.

List of Exhibits.

 

Exhibit 1 -    Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998;Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -    Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -    Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -    A copy of existing By-Laws of Deutsche Bank Trust Company Americas, dated April 29, 2021, incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 333-262943.


Exhibit 5 -    Not applicable.
Exhibit 6 -    Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 7 -    A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8 -    Not Applicable.
Exhibit 9 -    Not Applicable.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 25th day of July, 2022.

 

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:  

/s/ Irina Golovashchuk

  Name: Irina Golovashchuk
  Title:   Vice President


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

         
  

Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation

Office of the Comptroller of the Currency

  

OMB Number 7100-0036

OMB Number 3064-0052

OMB Number 1557-0081

Approval expires December 31, 2024

Page 1 of 87

Federal Financial Institutions Examination Council

 

 

 

     LOGO   

Consolidated Reports of Condition and Income for

a Bank with Domestic Offices Only—FFIEC 041

 

 

 

Report at the close of business March 31, 2022

This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations).

Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations.

              20220331  

    (RCON 9999)

This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031.

 

 

 

 

NOTE: Each 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

 

    

Signature of Chief Financial Officer (or Equivalent)

4/30/2022

Date of Signature

schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief.

We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct.

 

    

Director (Trustee)

    

Director (Trustee)

    

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

   

10019

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

Legal Entity Identifier (LEI)

 

8EWQ2UQKS07AKK8ANH81

(Report only if your institution already has an LEI.) (RCON 9224)

 

 

 

 

The estimated average burden associated with this information collection is 55.53 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a 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.


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041  

Page 2 of 87

 

Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only

 

Table of Contents

Signature Page

     1

Contact Information

     3, 4

Report of Income

    

Schedule 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 Allowances for Credit Losses

    

Part I. Charge-offs and Recoveries on Loans and Leases

     RI-6, 7

Part II. Changes in Allowances for Credit Losses

     RI-8

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

    

Part I. Disaggregated Data on the Allowance for Loan and Lease Losses

     RI-9

Part II. Disaggregated Data on the Allowances for Credit Losses

     RI-10

Schedule RI-E—Explanations

     RI-11, 12

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

Schedule RC-C—Loans and Lease Financing Receivables:

    

Part I. Loans and Leases

     RC-8, 9, 10, 11, 12, 13

Part II. Loans to Small Businesses and Small Farms

     RC-14,15

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

     RC-16

Schedule RC-E—Deposit Liabilities

  RC-17, 18, 19

Schedule RC-F—Other Assets

  RC-20

Schedule RC-G—Other Liabilities

  RC-20

Schedule RC-K—Quarterly Averages

  RC-21, 22

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

  RC-23, 24, 25, 26

Schedule RC-M—Memoranda

  RC-27, 28, 29, 30

Schedule RC-N—Past Due and Nonaccrual Loans, Leases, and Other Assets

  RC-31, 32, 33, 34, 35

Schedule RC-O—Other Data for Deposit Insurance Assessments

  RC-36, 37, 38, 39, 40, 41

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

  RC-42

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

  RC-43, 44, 45

Schedule RC-R—Regulatory Capital:

 

Part I. Regulatory Capital Components and Ratios

  RC-46, 47, 48, 49

Part II. Risk-Weighted Assets

  RC-50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63

Schedule RC-S—Servicing, Securitization, and Asset Sale Activities

  RC-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 Consolidated 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.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041  

Page 3 of 87

 

Contact Information for the Reports of Condition and Income

To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bank —other than the Chief Financial Officer (or equivalent) — to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the 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)

Signing the Reports

   

Other Person to Whom Questions about the

Reports Should be Directed

Mona Nag

   

Scott Iacono

Name (TEXT C490)     Name (TEXT C495)

CFO

   

Director

Title (TEXT C491)     Title (TEXT C496)

[email protected]

   

[email protected]

E-mail Address (TEXT C492)     E-mail Address (TEXT 4086)

212-250-0302

   

212-250-8948

Area Code / Phone Number / Extension (TEXT C493)     Area Code / Phone Number / Extension (TEXT 8902)

212-797-5376

   

212-797-5376

Area Code / FAX Number (TEXT C494)     Area Code / FAX Number (TEXT 9116)

 

 

Chief Executive Officer Contact Information

This information is being requested so the Agencies can distribute notifications about policy initiatives, deposit insurance assessments, and other matters directly to the Chief Executive Officers of reporting institutions. Notifications about other matters may include emergency notifications that may or may not also be sent to the institution’s emergency contacts listed below. Please provide contact information for the Chief Executive Officer of the reporting institution. Enter “none” for the Chief Executive Officer’s e-mail address or fax number if not available. Chief Executive Officer contact information is for the confidential use of the Agencies and will not be released to the public.

Chief Executive Officer

 

Arjun Nagarkatti

   

212-250-2677

Name (TEXT FT42)     Area Code / Phone Number / Extension (TEXT FT43)

[email protected]

   

646-403-3306

E-mail Address (TEXT FT44)     Area Code / FAX Number (TEXT FT45)

 

 

Emergency Contact Information

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

Vincent Porta

   

Kristen Ciccimarra

Name (TEXT C366)     Name (TEXT C371)

COO

   

Director

Title (TEXT C367)     Title (TEXT C372)

[email protected]

   

[email protected]

E-mail Address (TEXT C368)     E-mail Address (TEXT C373)

212-250-2677

   

212-250-3051

Area Code / Phone Number / Extension (TEXT C369)     Area Code / Phone Number / Extension (TEXT C374)

646-867-1835

   

212-553-2456

Area Code / FAX Number (TEXT C370)     Area Code / FAX Number (TEXT C375)

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

FFIEC 041  

Page 4 of 87

 

USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information

This information is being requested to identify points-of-contact who are in charge of your 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

Aaron Wolf

   

Jeffrey Harwin

Name (TEXT C437)     Name (TEXT C442)

Managing Director

   

Managing Director

Title (TEXT C438)     Title (TEXT C443)

[email protected]

   

[email protected]

E-mail Address (TEXT C439)     E-mail Address (TEXT C444)

212-250-1530

   

212-250-7106

Area Code / Phone Number / Extension (TEXT C440)     Area Code / Phone Number / Extension (TEXT C445)
Third Contact     Fourth Contact

Hatton Hillin

   

Kyle Pandorf

Name (TEXT C870)     Name (TEXT C875)

Assistant Vice President

   

Vice President

Title (TEXT C871)     Title (TEXT C876)

[email protected]

   

[email protected]

E-mail Address (TEXT C872)     E-mail Address (TEXT C877)

904-520-5106

   

904-645-4811

Area Code / Phone Number / Extension (TEXT C873)     Area Code / Phone Number / Extension (TEXT C878)

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 5 of 87

RI-1

 

Consolidated Report of Income

for the period January 1, 2022–March 31, 2022

Schedule RI—Income Statement

 

Dollar Amounts in Thousands

     RIAD      Amount       

1. Interest income:

 

        

a. Interest and fee income on loans:

 

        

(1) Loans secured by real estate:

 

        

(a) Loans secured by 1–4 family residential properties

 

     4435        12,000      1.a.(1)(a)

(b) All other loans secured by real estate

 

     4436        17,000      1.a.(1)(b)

(2) Commercial and industrial loans

 

     4012        8,000      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        2,000      1.a.(3)(b)

(4) Not applicable

 

        

(5) All other loans (1)

 

     4058        24,000      1.a.(5)

(6) Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(5))

 

     4010        63,000      1.a.(6)

b. Income from lease financing receivables

 

     4065        0      1.b.

c. Interest income on balances due from depository institutions (2)

 

     4115        10,000      1.c.

d. Interest and dividend income on securities:

 

        

(1) U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)

 

     B488        1,000      1.d.(1)

(2) Mortgage-backed securities

 

     B489        0      1.d.(2)

(3) All other securities (includes securities issued by states and political subdivisions in the U.S.)

 

     4060        0      1.d.(3)

e. Not applicable

 

        

f. Interest income on federal funds sold and securities purchased under agreements to resell

 

     4020        3,000      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        78,000      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        2,000      2.a.(2)(a)

(b) Time deposits of $250,000 or less

 

     HK03        0      2.a.(2)(b)

(c) Time deposits of more than $250,000

 

     HK04        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.

d. Interest on subordinated notes and debentures

 

     4200        0      2.d.

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

 

     4073        3,000      2.e.

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

     4074        75,000            3.

4. Provision for loan and lease losses (3)

     JJ33        0            4.

 

1.

Includes interest and fee income on “Loans to depository institutions and acceptances of other banks,” “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.”

2.

Includes interest income on time certificates of deposit not held for trading.

3.

Institutions that have adopted ASU 2016-13 should report in item 4 the provisions for credit losses on all financial assets and off-balance-sheet credit exposures that fall within the scope of the standard.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 6 of 87

RI-2

Schedule RI—Continued

 

                  Year-to-date        

Dollar Amounts in Thousands

           RIAD      Amount        

5. Noninterest income:

            

a. Income from fiduciary activities (1)

          4070        69,000       5.a.  

b. Service charges on deposit accounts

          4080        38,000       5.b.  

c. Trading revenue (2)

          A220        0       5.c.  

d. Income from securities-related and insurance activities:

            

(1) Fees and commissions from securities brokerage

          C886        0       5.d.(1)  

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

          C888        0       5.d.(2)  

(3) Fees and commissions from annuity sales

          C887        0       5.d.(3)  

(4) Underwriting income from insurance and reinsurance activities

          C386        0       5.d.(4)  

(5) Income from other insurance activities

          C387        0       5.d.(5)  

e. Venture capital revenue

          B491        0       5.e.  

f. Net servicing fees

          B492        0       5.f.  

g. Net securitization income

          B493        0       5.g.  

h. Not applicable

            

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

          5416        0       5.i.  

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

          5415        0       5.j.  

k. Net gains (losses) on sales of other assets (3)

          B496        0       5.k.  

l. Other noninterest income*

          B497        (37,000 )      5.l  

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

     4079        70,000            5.m.  

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

     3521        0            6.a.  

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

     3196        0            6.b.  

7. Noninterest expense:

            

a. Salaries and employee benefits

          4135        36,000       7.a.  

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

          4217        7,000       7.b  

c. (1)Goodwill impairment losses

          C216        0       7.c.(1)  

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

          C232        1,000       7.c.(2)  

d. Other noninterest expense*

          4092        144,000       7.d.  

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

     4093        188,000            7.e  

8. a. Income (loss) before change in net unrealized holding gains (losses) on equity securities not held for trading, applicable income taxes, and discontinued operations (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)

     HT69        (43,000          8.a.  

b. Change in net unrealized holding gains (losses) on equity securities not held for trading (4)

     HT70        0            8.b  

c. Income (loss) before applicable income taxes and discontinued operations (sum of items 8.a and 8.b)

     4301        (43,000          8.c.  

9. Applicable income taxes (on item 8.c)

     4302        (10,000          9.  

10. Income (loss) before discontinued operations (item 8.c minus item 9)

     4300        (33,000          10.  

11. Discontinued operations, net of applicable income taxes*

     FT28        0            11.  

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

     G104        (33,000          12.  

13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net
income, report as a positive value; if net loss, report as a negative value)

     G103        0            13.  

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

     4340        (33,000 )           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.

3.

Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale debt securities.

4.

Item 8.b is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 7 of 87

RI-3

Schedule RI—Continued

 

Memoranda

     Year-to-date         

Dollar Amounts in Thousands

   RIAD      Amount         

1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes

     4513           0        M.1.  

Memorandum item 2 is to be completed by banks with $1 billion or more in total assets (1)

           

2. Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, item 8)

     8431           0        M.2.  

3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)

     4313           0        M.3.  

4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))

     4507           0        M.4.  

5. Number of full-time equivalent employees at end of current period

        Number     

(round to nearest whole number)

     4150           426        M.5.  

Memorandum item 6 is to be completed by: (1)

           

• banks with $300 million or more in total assets, and

           

• banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans

           

6. Interest and fee income on loans to finance agricultural production and other loans to farmers

        Amount     

(included in Schedule RI, item 1.a.(5))

     4024           0        M.6.  

7. If the reporting institution has applied push down accounting this calendar year, report the date

     RIAD     

 

Date

 

  

of the institution’s acquisition (see instructions) (2)

     9106           00000000        M.7.  

8. Not applicable

           

Memorandum items 9.a and 9.b are to be completed by banks with $10 billion or more in total assets. (1)

           

9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account:

     

 

Amount

 

  

a. Net gains (losses) on credit derivatives held for trading

     C889           0        M.9.a.  

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

     C890           0        M.9.b.  

Memorandum item 10 is to be completed by banks with $300 million or more in total assets. (1)

           

10. Credit losses on derivatives (see instructions)

     A251           0        M.10.  

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

     RIAD        Yes        No     

for the current tax year?

     A530           x        M.11.  
Memorandum item 12 is to be completed by banks that are required to complete Schedule RC-C, Part I, Memorandum items 8.b and 8.c. and is to be completed semiannually in the June and December reports only.            

12. Noncash income from negative amortization on closed-end loans secured by 1–4 family residential properties (included in Schedule RI, item 1.a.(1)(a))

     F228           NA        M.12.  

 

1.

The asset-size tests and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2.

Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2022, would report 20220301.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 8 of 87

RI-4

Schedule RI—Continued

Memoranda—Continued

 

     Year-to-date         

Dollar Amounts in Thousands

   RIAD      Amount         
Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option.         

13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option:

        

a. Net gains (losses) on assets

     F551        0        M.13.a.  

(1) Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk

     F552        0        M.13.a. (1) 

b. Net gains (losses) on liabilities

     F553        0        M.13.b.  

(1) Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk

     F554        0        M.13.b. (1) 

14. Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities recognized in earnings (included in Schedule RI, items 6.a and 6.b) (1)

     J321        NA        M.14.  
Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets (2) that answered “Yes” to Schedule RC-E, Memorandum item 5.         

15. Components of service charges on deposit accounts (sum of Memorandum items 15.a through

        

15.d must equal Schedule RI, item 5.b):

        

a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use

     H032        NA        M.15.a.  

b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use

     H033        NA        M.15.b.  

c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use

     H034        NA        M.15.c.  

d. All other service charges on deposit accounts

     H035        NA        M.15.d.  

 

1.

Memorandum item 14 is to be completed only by institutions that have not adopted ASU 2016-13.

2.

The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 9 of 87

RI-5

 

Schedule RI-A—Changes in Bank Equity Capital

 

Dollar Amounts in Thousands

   RIAD      Amount      
1.   Total bank equity capital most recently reported for the December 31, 2021, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)      3217        9,334,000     1.
2.   Cumulative effect of changes in accounting principles and corrections of material accounting errors*      B507        0     2.
3.   Balance end of previous calendar year as restated (sum of items 1 and 2)      B508        9,334,000     3.
4.   Net income (loss) attributable to bank (must equal Schedule RI, item 14)      4340        (33,000   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        (22,000   10.
11.   Other transactions with stockholders (including a parent holding company)*        
  (not included in items 5, 6, 8, or 9 above)      4415        0     11.
12.   Total bank equity capital end of current period (sum of items 3 through 11)        
  (must equal Schedule RC, item 27.a)      3210        9,280,000     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 debt securities, changes in accumulated net gains (losses) on cash flow hedges, and pension and other postretirement plan-related changes other than net periodic benefit cost.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 10 of 87

RI-6

 

Schedule RI-B—Charge-offs and Recoveries on Loans and Leases and Changes in Allowances for Credit Losses

Part I. Charge-offs and Recoveries on Loans and Leases

 

Part I includes charge-offs and recoveries through

the allocated transfer risk reserve.

   (Column A)
Charge-offs (1)
     (Column B)
Recoveries
      
     Calendar Year-to-date       

Dollar Amounts in Thousands

   RIAD      Amount      RIAD      Amount       

1. Loans secured by real estate:

              

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

              

(1) 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        1,000      1.c.(2)(a)

(b) Secured by junior liens

     C235        0        C218        0      1.c.(2)(b)

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

     3588        0        3589        0      1.d.

e. Secured by nonfarm nonresidential properties:

              

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

     C895        0        C896        0      1.e.(1)

(2) Loans secured by other nonfarm nonresidential properties

     C897        0        C898        0      1.e.(2)

2. and 3. Not applicable

              

4. Commercial and industrial loans

     4638        0        4608        0      4.

5. Loans to individuals for household, family, and other

              

personal expenditures:

              

a. Credit cards

     B514        0        B515        0      5.a.

b. Automobile loans

     K129        0        K133        0      5.b.

c. Other (includes revolving credit plans other than credit cards and other consumer loans)

     K205        0        K206        0      5.c.

6. Not applicable

              

7. All other loans (2)

     4644        0        4628        0      7.

8. Lease financing receivables

     4266        0        4267        0      8.

9. Total (sum of items 1 through 8)

     4635        0        4605        1,000      9.

 

1.

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

2.

Includes charge-offs and recoveries on ”Loans to depository institutions and acceptances of other banks,“ “Loans to finance agricultural production and other loans to farmers,” “Obligations (other than securities and leases) of states and political subdivisions in the U.S.,” and “Loans to nondepository financial institutions and other loans.”

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 11 of 87

RI-7

Schedule RI-B—Continued

 

Memoranda

 

     (Column A)
Charge-offs (1)
     (Column B)
Recoveries
      
     Calendar Year-to-date       

Dollar Amounts in Thousands

   RIAD      Amount      RIAD      Amount       

1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, Part I, items 4 and 7, above

     5409        0        5410        0      M.1.

2. Memorandum items 2.a. through 2.d. are to be completed by banks with $300 million or more in total assets: (2)

              

a. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, Part I, item 1, above)

     4652        0        4662        0      M.2.a

b. Not applicable

              

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

     4646        0        4618        0      M.2.c

d. Leases to individuals for household, family, and other personal expenditures (included in Schedule RI-B, Part I, item 8, above)

     F185        0        F187        0      M.2.d

Memorandum item 3 is to be completed by: (2)

              

• banks with $300 million or more in total assets, and

              

• banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans:

              

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

     4655        0        4665        0      M.3.

Memorandum item 4 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.

 

     Calendar Year-to-date       
     RIAD      Amount       

4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses) (3)

     C388        NA      M.4.

 

1.

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

2.

The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

3.

Institutions that have adopted ASU 2016-13 should report in Memorandum item 4 uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for credit losses on loans and leases).

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 12 of 87

RI-8

Schedule RI-B—Continued

 

Part II. Changes in Allowances for Credit Losses (1)

 

     (Column A)
Loans and Leases Held
for Investment
     (Column B)
Held-to-Maturity
Debt Securities (2)
     (Column C)
Available-for-Sale
Debt Securities (2)
        

Dollar Amounts in Thousands

   RIAD      Amount      RIAD      Amount      RIAD      Amount         

1. Balance most recently reported for the December 31, 2021, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)

     B522        13,000        JH88        0        JH94        0        1.  

2. Recoveries (column A must equal Part I, item 9, column B, above)

     4605        1,000        JH89        0        JH95        0        2.  

3. LESS: Charge-offs (column A must equal Part I, item 9, column A, above less Schedule RI-B, Part II, item 4, column A)

     C079        0        JH92        0        JH98        0        3.  

4. LESS: Write-downs arising from transfers of financial assets (3)

     5523        0        JJ00        0        JJ01        0        4.  

5. Provisions for credit losses (4, 5)

     4230        1,000        JH90        0        JH96        0        5.  

6. Adjustments* (see instructions for this schedule)

     C233        0        JH91        0        JH97        0        6.  

7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (column A must equal Schedule RC, item 4.c)

     3123        15,000        JH93        0        JH99        0        7.  

 

*

Describe on Schedule RI-E—Explanations.

1.

Institutions that have not adopted ASU 2016-13 should report changes in the allowance for loan and lease losses in column A.

2.

Columns B and C are to be completed only by institutions that have adopted ASU 2016-13.

3.

Institutions that have not yet adopted ASU 2016-13 should report write-downs arising from transfers of loans to a held-for-sale account in item 4, column A.

4.

Institutions that have not yet adopted ASU 2016-13 should report the provision for loan and lease losses in item 5, column A, and the amount reported must equal Schedule RI, item 4.

5.

For institutions that have adopted ASU 2016-13, the sum of item 5, columns A through C, plus schedule RI-B, Part II, Memorandum items 5 and 7, below, must equal Schedule RI, item 4.

Memoranda

 

Dollar Amounts in Thousands

   RIAD      Amount        

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

     C435        0       M.1.  
Memorandum items 2 and 3 are to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date, or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.        

2. Separate valuation allowance for uncollectible retail credit card fees and finance charges

     C389        NA       M.2.  

3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges (1)

     C390        NA       M.3.  

4. Amount of allowance for post-acquisition credit losses on purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (included in Schedule RI-B, Part II, item 7, column A , above) (2)

     C781        NA       M.4.  

5. Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above) (3)

     JJ02        0       M.5.  

6. Allowance for credit losses on other financial assets measured at amortized cost (not included in

     RCON       

item 7, above) (3)

     JJ03        0       M.6.  
     RIAD       

7. Provisions for credit losses on off-balance-sheet credit exposures (3)

     MG93        (1,000     M.7.  

8. Estimated amount of expected recoveries of amounts previously written off included within the allowance for credit losses on loans and leases held for investment (included in item 7, column A, “Balance end of current period,” above) (3)

     MG94        0       M.8.  

 

1.

Institutions that have adopted ASU 2016-13 should report in Memorandum item 3 the amount of allowance for credit losses on loans and leases attributable to retail credit card fees and finance changes.

2.

Memorandum item 4 is to be completed only by institutions that have not yet adopted ASU 2016-13.

3.

Memorandum items 5, 6, 7, and 8 are to be completed only by institutions that have adopted ASU 2016-13.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 13 of 87

RI-9

 

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

Part I. Disaggregated Data on the Allowance for Loan and Lease Losses (1)

Schedule RI-C. Part I, is to be completed by institutions with $1 billion or more in total assets. (2)

 

    (Column A)
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      

Amount

  RCON    

Amount

  RCON    

Amount

  RCON    

Amount

  RCON    

Amount

  RCON    

Amount

    

1. Real estate loans:

                        

a. Construction loans

    M708     NA     M709     NA     M710     NA     M711     NA     M712     NA     M713     NA    1.a.

b. Commercial real estate loans

    M714    

NA

    M715     NA     M716     NA     M717     NA     M719     NA     M720     NA    1.b.

c. Residential real estate loans

    M721     NA     M722     NA     M723     NA     M724     NA     M725     NA     M726     NA    1.c.

2. Commercial loans (3)

    M727     NA     M728     NA     M729     NA     M730     NA     M731     NA     M732     NA    2.

3. Credit cards

    M733     NA     M734     NA     M735     NA     M736     NA     M737     NA     M738     NA    3.

4. Other consumer loans

    M739     NA     M740     NA     M741     NA     M742     NA     M743     NA     M744     NA    4.

5. Unallocated, if any

                M745     NA            5.

6. Total (sum of items 1.a. through 5) (4)

    M746     NA     M747     NA     M748     NA     M749     NA     M750     NA     M751     NA    6.

 

1.

Only institutions that have not yet adopted ASU 2016-13 are to complete Schedule RI-C, Part I.

2.

The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3.

Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C.

4.

The sum of item 6, columns B, D, and F, must equal Schedule RC, item 4.c. Item 6, column E, must equal Schedule RC-C, Part I, Memorandum item 7.b. Item 6, column F, must equal Schedule RI-B, Part II, Memorandum item 4.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 14 of 87

RI-10

Schedule RI-C—Continued

 

Part II. Disaggregated Data on the Allowances for Credit Losses (1)

Schedule RI-C, Part II, is to be completed by institutions with $1 billion or more in total assets. (2)

 

     (Column A)
Amortized Cost
     (Column B)
Allowance Balance
      

Dollar Amounts in Thousands

   RCON      Amount      RCON      Amount       

Loans and Leases Held for Investment:

              

1. Real estate loans:

              

a. Construction loans

     JJ04        120,000        JJ12        0      1.a.

b. Commercial real estate loans

     JJ05        3,556,000        JJ13        2,000      1.b.

c. Residential real estate loans

     JJ06        2,265,000        JJ14        6,000      1.c.

2. Commercial loans (3)

     JJ07        7,404,000        JJ15        7,000      2.

3. Credit cards

     JJ08        0        JJ16        0      3.

4. Other consumer loans

     JJ09        310,000        JJ17        0      4.

5. Unallocated, if any

           JJ18        0      5.

6. Total (sum of items 1.a. through 5) (4)

     JJ11        13,655,000        JJ19        15,000      6.

 

     Allowance Balance      

Dollar Amounts in Thousands

   RCON      Amount      

Held-to-Maturity Securities:

       

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

     JJ20        0     7.

8. Mortgage-backed securities (MBS) (including CMOs, REMICs, and stripped MBS)

     JJ21        0     8.
       

9. Asset-backed securities and structured financial products

     JJ23        0     9.

10. Other debt securities

     JJ24        0     10.

11. Total (sum of items 7 through 10) (5)

     JJ25        0     11.

 

1.

Only institutions that have adopted ASU 2016-13 are to complete Schedule RI-C, Part II.

2.

The $1 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3.

Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in items 1, 3, or 4 of Schedule RI-C, Part II.

4.

Item 6, column B, must equal Schedule RC, item 4.c.

5.

Item 11 must equal Schedule RI-B, Part II, item 7, column B.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 15 of 87

RI-11

 

Schedule RI-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 discontinued operations in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)

 

                     Year-to-date        

Dollar Amounts in Thousands

                   RIAD      Amount        

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

               

Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 5.l:

               

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

             C013        0       1.a.  

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

             C014        0       1.b.  

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

             C016        0       1.c.  

d. Rent and other income from other real estate owned

             4042        0       1.d.  

e. Safe deposit box rent

             C015        0       1.e.  

f. Bank card and credit card interchange fees

             F555        0       1.f.  

g. Income and fees from wire transfers not reportable as service charges on deposit accounts

             T047        0       1.g.  

h. TEXT 4461 Net gains (losses) on non-trading derivatives

             4461        (78,000     1.h.  

i. TEXT 4462 Revenue from Services rendered to affiliates

             4462        37,000       1.i.  

j. TEXT 4463

             4463        0       1.j.  

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

               

Itemize and describe amounts greater than $100,000 that exceed 7 percent of Schedule RI, item 7.d:

               

a. Data processing expenses

             C017        0       2.a.  

b. Advertising and marketing expenses

             0497        0       2.b.  

c. Directors’ fees

             4136        0       2.c.  

d. Printing, stationery, and supplies

             C018        0       2.d.  

e. Postage

             8403        0       2.e.  

f. Legal fees and expenses

             4141        0       2.f.  

g. FDIC deposit insurance assessments

             4146        0       2.g.  

h. Accounting and auditing expenses

             F556        0       2.h.  

i. Consulting and advisory expenses

             F557        0       2.i.  

j. Automated teller machine (ATM) and interchange expenses

             F558        0       2.j.  

k. Telecommunications expenses

             F559        0       2.k.  

l. Other real estate owned expenses

             Y923        0       2.l.  

m. Insurance expenses (not included in employee expenses, premises and fixed asset expenses,

               

and other real estate owned expenses)

             Y924        0       2.m.  

n. TEXT 4464 Services rendered by affiliates

             4464        129,000       2.n.  

o. TEXT 4467

             4467        0       2.o.  

p. TEXT 4468

             4468        0       2.p.  

3. Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (itemize and describe each discontinued operation):

               

a. (1) TEXT FT29

             FT29        0       3.a.(1)  

(2) Applicable income tax effect

     FT30          0             3.a.(2)  

b. (1) TEXT FT31

             FT31        0       3.b.(1)  

(2) Applicable income tax effect

     FT32          0             3.b.(2)  

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 16 of 87

RI-12

Schedule RI-E—Continued

 

     Year-to-date         

Dollar Amounts in Thousands

   RIAD      Amount         

4. Cumulative effect of changes in accounting principles and corrections of material accounting errors

        

(from Schedule RI-A, item 2) (itemize and describe all such effects):

        

a. Effect of adoption of current expected credit losses methodology - ASU 2016-13 (1, 2)

     JJ26        0        4.a.  

b. Effect of adoption of lease accounting standard - ASC Topic 842

     KW17        NA        4.b.  

c. TEXT B526

     B526        0        4.c.  

d. TEXT B527

     B527        0        4.d.  

5. Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions):

        

a. TEXT 4498

     4498        0        5.a.  

b. TEXT 4499

     4499        0        5.b.  

6. Adjustments to allowances for credit losses (3) (from Schedule RI-B, Part II, item 6) (itemize and describe all adjustments):

        

a. Initial allowances for credit losses recognized upon the acquisition of purchased

        

credit-deteriorated assets on or after the effective date of ASU 2016-13 (1)

     JJ27        0        6.a.  

b. Effect of adoption of current expected credit losses methodology on allowances for

        

credit losses (1, 2)

     JJ28        0        6.b.  

c. TEXT 4521

     4521        0        6.c.  

d. TEXT 4522

     4522        0        6.d.  

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           No     

Comments?

     4769              x        7.  

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

(TEXT 4769)

 

1.

Only institutions that have adopted ASU 2016-13 should report amounts in items 4.a, 6.a, and 6.b, if applicable.

2.

An institution should complete item 4.a and item 6.b in the quarter that it adopts ASU 2016-13 and in the quarter-end Call Reports for the remainder of that calendar year only.

3.

Institutions that have not adopted ASU 2016-13 should report adjustments to the allowance for loan and lease losses in items 6.c and 6.d, if applicable.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 17 of 87

RC-1

 

Consolidated Report of Condition for Insured Banks and Savings Associations for March 31, 2022

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      Amount         

Assets

              

1. Cash and balances due from depository institutions (from Schedule RC-A):

              

a. Noninterest-bearing balances and currency and coin (1)

           0081        29,000        1.a.  

b. Interest-bearing balances (2)

           0071        20,368,000        1.b.  

2. Securities:

              

a. Held-to-maturity securities (from Schedule RC-B, column A) (3)

           JJ34        0        2.a.  

b. Available-for-sale debt securities (from Schedule RC-B, column D)

           1773        743,000        2.b.  

c. Equity securities with readily determinable fair values not held for trading (4)

           JA22        6,000        2.c.  

3. Federal funds sold and securities purchased under agreements to resell:

              

a. Federal funds sold

           B987        0        3.a.  

b. Securities purchased under agreements to resell (5, 6)

           B989        5,916,000        3.b.  

4. Loans and lease financing receivables (from Schedule RC-C):

              

a. Loans and leases held for sale

           5369        0        4.a.  

b. Loans and leases held for investment

     B528        13,655,000              4.b.  

c. LESS: Allowance for loan and lease losses

     3123        15,000              4.c.  

d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) (7)

           B529        13,640,000        4.d.  

5. Trading assets (from Schedule RC-D)

           3545        0        5.  

6. Premises and fixed assets (including capitalized leases)

           2145        0        6.  

7. Other real estate owned (from Schedule RC-M)

           2150        2,000        7.  

8. Investments in unconsolidated subsidiaries and associated companies

           2130        0        8.  

9. Direct and indirect investments in real estate ventures

           3656        0        9.  

10. Intangible assets (from Schedule RC-M)

           2143        7,000        10.  

11. Other assets (from Schedule RC-F) (6)

           2160        2,007,000        11.  

12. Total assets (sum of items 1 through 11)

           2170        42,718,000        12.  

Liabilities

              

13. Deposits:

              

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)

           2200        31,307,000        13.a.  

(1) Noninterest-bearing (8)

     6631        13,423,000              13.a.(1)  

(2) Interest-bearing

     6636        17,884,000              13.a.(2)  

b. Not applicable

              

14. Federal funds purchased and securities sold under agreements to repurchase:

              

a. Federal funds purchased (9)

           B993        0        14.a.  

b. Securities sold under agreements to repurchase (10)

           B995        0        14.b.  

15. Trading liabilities (from Schedule RC-D)

           3548        0        15.  

16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M)

           3190        73,000        16.  

17. and 18. Not applicable

              

19. Subordinated notes and debentures (11)

           3200        0        19.  

 

1.

Includes cash items in process of collection and unposted debits.

2.

Includes time certificates of deposit not held for trading.

3.

Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2.a should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B.

4.

Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities.

5.

Includes all securities resale agreements, regardless of maturity.

6.

Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses.

7.

Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases.

8.

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

9.

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

10.

Includes all securities repurchase agreements, regardless of maturity.

11.

Includes limited-life preferred stock and related surplus.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 18 of 87

RC-2

Schedule RC—Continued

 

Dollar Amounts in Thousands

   RCON      Amount        

Liabilities—continued

       

20. Other liabilities (from Schedule RC-G)

     2930        2,058,000       20.  

21. Total liabilities (sum of items 13 through 20)

     2948        33,438,000       21.  

22. Not applicable

       

Equity Capital

       

Bank Equity Capital

       

23. Perpetual preferred stock and related surplus

     3838        0       23.  

24. Common stock

     3230        2,127,000       24.  

25. Surplus (exclude all surplus related to preferred stock)

     3839        942,000       25.  

26.   a. Retained earnings

     3632        6,241,000       26.a.  

b. Accumulated other comprehensive income (1)

     B530        (30,000     26.b.  

c. Other equity capital components (2)

     A130        0       26.c.  

27.   a. Total bank equity capital (sum of items 23 through 26.c)

     3210        9,280,000       27.a.  

b. Noncontrolling (minority) interests in consolidated subsidiaries

     3000        0       27.b.  

28. Total equity capital (sum of items 27.a and 27.b)

     G105        9,280,000       28.  

29. Total liabilities and equity capital (sum of items 21 and 28)

     3300        42,718,000       29.  
     RCON      Number        

Memoranda

       

To be reported with the March Report of Condition.

       

1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2021

     6724        2a       M.1.  

 

1a =

An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution

1b =

An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution

2a =

An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

2b =

An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately)

3 =

This number is not to be used

4 =

Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority)

5 =

Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority)

6 =

Review of the 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

 

 

     RCON      Date         

To be reported with the March Report of Condition.

        

2. Bank’s fiscal year-end date (report the date in MMDD format)

     8678        1231        M.2.  

 

1.

Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.

2.

Includes treasury stock and unearned Employee Stock Ownership Plan shares.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 19 of 87

RC-3

 

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

Schedule RC-A is to be completed only by banks with $300 million or more in total assets. (1)

Exclude assets held for trading.

 

Dollar Amounts in Thousands

   RCON      Amount         

1. Cash items in process of collection, unposted debits, and currency and coin:

        

a. Cash items in process of collection and unposted debits

     0020        29,000        1.a.  

b. Currency and coin

     0080        0        1.b.  

2. Balances due from depository institutions in the U.S

     0082        8,000        2.  

3. Balances due from banks in foreign countries and foreign central banks

     0070        0        3.  

4. Balances due from Federal Reserve Banks

     0090        20,360,000        4.  

5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)

     0010        20,397,000        5.  

 

1.

The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.    

Schedule RC-B—Securities

Exclude assets held for trading.

 

     Held-to-maturity      Available-for-sale       
     (Column A)
Amortized Cost
     (Column B)
Fair Value
     (Column C)
Amortized Cost
     (Column D)
Fair Value
      

Dollar Amounts in Thousands

   RCON      Amount      RCON      Amount      RCON      Amount      RCON      Amount       

1. U.S. Treasury securities

     0211        0        0213        0        1286        782,000        1287        743,000      1.

2. U.S. Government agency and sponsored agency obligations (exclude mortgage-backed securities) (1)

     HT50        0        HT51        0        HT52        0        HT53        0      2.

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

     8496        0        8497        0        8498        0        8499        0      3.

 

1.

Includes Small Business Administration “Guaranteed Loan Pool Certificates”; U.S. Maritime Administration obligations; Export-Import Bank participation certificates; and obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 20 of 87

RC-4

Schedule RC-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      Amount      RCON      Amount      RCON      Amount      RCON      Amount         

4. Mortgage-backed securities (MBS):

                          

a. Residential mortgage pass-through securities:

                          

(1) Guaranteed by GNMA

     G300        0        G301        0        G302        0        G303        0        4.a.(1)  

(2) Issued by FNMA and FHLMC

     G304        0        G305        0        G306        0        G307        0        4.a.(2)  

(3) Other pass-through securities

     G308        0        G309        0        G310        0        G311        0        4.a.(3)  

b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS):

                          

(1) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

     G312        0        G313        0        G314        0        G315        0        4.b.(1)  

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

     G316        0        G317        0        G318        0        G319        0        4.b.(2)  

(3) All other residential MBS

     G320        0        G321        0        G322        0        G323        0        4.b.(3)  

c. Commercial MBS

                          

(1) Commercial mortgage pass-through securities:

                          

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

     K142        0        K143        0        K144        0        K145        0        4.c.(1)(a)  

(b) Other pass-through securities

     K146        0        K147        0        K148        0        K149        0        4.c.(1)(b)  

 

1.

U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 21 of 87

RC-5

Schedule RC-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      Amount      RCON      Amount      RCON      Amount      RCON      Amount         

4. c. (2) Other commercial MBS:

                          

(a) Issued or guaranteed by U.S. Government agencies or sponsored agencies (1)

     K150        0        K151        0        K152        0        K153        0        4.c.(2)(a)  

(b) All other commercial MBS

     K154        0        K155        0        K156        0        K157        0        4.c.(2)(b)  

5. Asset-backed securities and structured financial products:

                          

a. Asset-backed securities (ABS)

     C026        0        C988        0        C989        0        C027        0        5.a.  

b. Structured financial products

     HT58        0        HT59        0        HT60        0        HT61        0        5.b.  

6. Other debt securities:

                          

a. Other domestic debt securities

     1737        0        1738        0        1739        0        1741        0        6.a.  

b. Other foreign debt securities

     1742        0        1743        0        1744        0        1746        0        6.b.  

7. Not applicable

                          

8. Total (sum of items 1 through 6.b) (2)

     1754        0        1771        0        1772        782,000        1773        743,000        8.  

 

1.

U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA).

2.

For institutions that have adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a, plus Schedule RI-B, Part II, item 7, column B. For institutions that have not adopted ASU 2016-13, the total reported in column A must equal Schedule RC, item 2.a. For all institutions, the total reported in column D must equal Schedule RC, item 2.b.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 22 of 87

RC-6

Schedule RC-B—Continued

 

Memoranda

 

Dollar Amounts in Thousands

   RCON      Amount       

1. Pledged securities (1)

     0416        0      M.1.

2. Maturity and repricing data for debt securities (excluding those in nonaccrual status):

        

a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages with a remaining maturity or next repricing date of: (2), (3)

        

(1) Three months or less

     A549        10,000      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        342,000      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        391,000      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: (2), (4)

        

(1) Three months or less

     A555        0      M.2.b.(1)

(2) Over three months through 12 months

     A556        0      M.2.b.(2)

(3) Over one year through three years

     A557        0      M.2.b.(3)

(4) Over three years through five years

     A558        0      M.2.b.(4)

(5) Over five years through 15 years

     A559        0      M.2.b.(5)

(6) Over 15 years

     A560        0      M.2.b.(6)

c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: (5)

        

(1) Three years or less

     A561        0      M.2.c.(1)

(2) Over three years

     A562        0      M.2.c.(2)

d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)

     A248        10,000      M.2.d.

Memorandum item 3 is to be completed semiannually in the June and December reports only.

        

3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer)

     1778        0      M.3.

4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6):

        

a. Amortized cost

     8782        0      M.4.a.

b. Fair value

     8783        0      M.4.b.

 

1.

Includes held-to-maturity securities at amortized cost, available-for-sale debt securities at fair value, and equity securities with readily determinable fair values not held for trading (reported in Schedule RC, item 2.c) at fair value.

2.

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

3.

Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2.a that are included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 1, 2, 3, 4.c.(1), 5, and 6, columns A and D, plus residential mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

4.

Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage pass-through securities backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, item 4.a, sum of columns A and D, less the amount of residential mortgage pass-through securities other than those backed by closed-end first lien 1–4 family residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

5.

Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual “Other mortgage-backed securities” included in Schedule RC-N, item 10, column C, must equal Schedule RC-B, sum of items 4.b and 4.c.(2), columns A and D.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 23 of 87

RC-7

Schedule RC-B—Continued

Memoranda—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      Amount      RCON      Amount      RCON      Amount      RCON      Amount         

Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets. (1)

                          

5. Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a):

                          

a. Credit card receivables

     B838        0        B839        0        B840        0        B841        0        M.5.a.  

b. Home equity lines

     B842        0        B843        0        B844        0        B845        0        M.5.b.  

c. Automobile loans

     B846        0        B847        0        B848        0        B849        0        M.5.c.  

d. Other consumer loans

     B850        0        B851        0        B852        0        B853        0        M.5.d.  

e. Commercial and industrial loans

     B854        0        B855        0        B856        0        B857        0        M.5.e.  

f. Other

     B858        0        B859        0        B860        0        B861        0        M.5.f.  

6. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC-B, item 5.b:

                          

a. Trust preferred securities issued by financial institutions

     G348        0        G349        0        G350        0        G351        0        M.6.a.  

b. Trust preferred securities issued by real estate investment trusts

     G352        0        G353        0        G354        0        G355        0        M.6.b.  

c. Corporate and similar loans

     G356        0        G357        0        G358        0        G359        0        M.6.c.  

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

     G360        0        G361        0        G362        0        G363        0        M.6.d.  

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

     G364        0        G365        0        G366        0        G367        0        M.6.e.  

f. Diversified (mixed) pools of structured financial products

     G368        0        G369        0        G370        0        G371        0        M.6.f.  

g. Other collateral or reference assets

     G372        0        G373        0        G374        0        G375        0        M.6.g.  

 

1.

The $10 billion asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 24 of 87

RC-8

 

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.(1) Report (1) loans and leases held for sale at the lower of cost or fair value, (2) loans and leases held for investment, net of unearned income, and (3) loans and leases accounted for at fair value under a fair value option. Exclude assets held for trading and commercial paper.

 

     (Column A)
To Be Completed
by Banks with
$300 Million or More
in Total Assets (2)
     (Column B)
To Be Completed
by All Banks
        

Dollar Amounts in Thousands

   RCON      Amount      RCON      Amount         

1. Loans secured by real estate:

              

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

              

(1) 1–4 family residential construction loans

           F158        0        1.a.(1)  

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

           F159        120,000        1.a.(2)  

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

           1420        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

           1797        312,000        1.c.(1)  

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

              

(a) Secured by first liens

           5367        1,937,000        1.c.(2)(a)  

(b) Secured by junior liens

           5368        16,000        1.c.(2)(b)  

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

           1460        1,783,000        1.d.  

e. Secured by nonfarm nonresidential properties:

              

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

           F160        19,000        1.e.(1)  

(2) Loans secured by other nonfarm nonresidential properties

           F161        1,754,000        1.e.(2)  

2. Loans to depository institutions and acceptances of other banks

           1288        1,282,000        2.  

a. To commercial banks in the U.S.

     B531        3,000              2.a.  

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

     B534        0              2.b.  

c. To banks in foreign countries

     B535        1,279,000              2.c.  

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

           1590        0        3.  

4. Commercial and industrial loans

           1766        2,867,000        4.  

a. To U.S. addressees (domicile)

     1763        2,224,000              4.a.  

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

     1764        643,000              4.b.  

5. Not applicable

              

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

              

a. Credit cards

           B538        0        6.a.  

b. Other revolving credit plans

           B539        0        6.b.  

c. Automobile loans

           K137        0        6.c.  

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

           K207        310,000        6.d.  

7. Not applicable

              

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

           2107        0        8.  

 

1.

Institutions that have adopted ASU 2016-13 should not deduct the allowance for credit losses on loans and leases or the allocated transfer risk reserve from amounts reported on this schedule.

2.

The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 25 of 87

RC-9

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      Amount      RCON      Amount       

9. Loans to nondepository financial institutions and other loans:

              

a. Loans to nondepository financial institutions

           J454        85,000      9.a.

b. Other loans

           J464        3,116,000      9.b.

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

     1545        1,311,000            9.b.(1)

(2) All other loans (exclude consumer loans)

     J451        1,805,000            9.b.(2)

10. Lease financing receivables (net of unearned income)

           2165        54,000      10.

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

     F162        0            10.a.

b. All other leases

     F163        54,000            10.b.

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

           2123        0      11.

12. Total loans and leases held for investment and held for sale (sum of items 1 through 10 minus item 11) (must equal Schedule RC, sum of items 4.a and 4.b)

           2122        13,655,000      12.

Memoranda

 

Dollar Amounts in Thousands

                 RCON      Amount       

1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, Part I, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):

              

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

              

(1) 1—4 family residential construction loans

           K158        0      M.1.a.(1)

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

           K159        0      M.1.a.(2)

b. Loans secured by 1—4 family residential properties

           F576        10,000      M.1.b.

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

           K160        0      M.1.c.

d. Secured by nonfarm nonresidential properties:

              

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

           K161        0      M.1.d.(1)

(2) Loans secured by other nonfarm nonresidential properties

           K162        0      M.1.d.(2)

e. Commercial and industrial loans

           K256        0      M.1.e.

Memorandum items 1.e.(1) and (2) are to be completed by banks with $300 million or more in total assets (1) (sum of Memorandum items 1.e(1) and (2) must equal Memorandum item 1.e):

              

(1) To U.S. addressees (domicile)

     K163        0            M.1.e.(1)

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

     K164        0            M.1.e.(2)

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

           K165        0      M.1.f.

Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a through 1.e plus 1.f):

              

(1) Loans secured by farmland

     K166        0            M.1.f.(1)

(2) and (3) Not applicable

              

 

1.

The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 26 of 87

RC-10

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

 

Dollar Amounts in Thousands

   RCON      Amount      RCON      Amount         

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

              

(a) Credit cards

     K098        0              M.1.f.(4)(a)  

(b) Automobile loans

     K203        0              M.1.f.(4)(b)  

(c) Other (includes revolving credit plans other than credit cards and other consumer loans)

     K204        0              M.1.f.(4)(c)  

Memorandum item 1.f.(5) is to be completed by: (1)

              

• Banks with $300 million or more in total assets

              

• Banks with less than $300 million in total assets that have loans to finance agricultural production and other loans to farmers (Schedule RC-C, Part I, item 3) exceeding 5 percent of total loans

              

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

     K168        0              M.1.f.(5)  

g. Total loans restructured in troubled debt restructurings that are in compliance with their modified terms (sum of Memorandum items 1.a.(1) through 1.e plus 1.f)

           HK25        10,000        M.1.g.  

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

              

a. Closed-end loans secured by first liens on 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: (2), (3)

              

(1) Three months or less

           A564        119,000        M.2.a.(1)  

(2) Over three months through 12 months

           A565        270,000        M.2.a.(2)  

(3) Over one year through three years

           A566        186,000        M.2.a.(3)  

(4) Over three years through five years

           A567        326,000        M.2.a.(4)  

(5) Over five years through 15 years

           A568        965,000        M.2.a.(5)  

(6) Over 15 years

           A569        11,000        M.2.a.(6)  

b. All loans and leases (reported in Schedule RC-C, Part I, items 1 through 10, column B above) EXCLUDING closed-end loans secured by first liens on 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: (2) , (4)

              

(1) Three months or less

           A570        10,112,000        M.2.b.(1)  

(2) Over three months through 12 months

           A571        1,212,000        M.2.b.(2)  

(3) Over one year through three years

           A572        60,000        M.2.b.(3)  

(4) Over three years through five years

           A573        10,000        M.2.b.(4)  

(5) Over five years through 15 years

           A574        10,000        M.2.b.(5)  

(6) Over 15 years

           A575        306,000        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        11,331,000        M.2.c.  

 

1.

The $300 million asset-size test and the 5 percent of total loans test are based on the total assets and total loans reported on the June 30, 2021, Report of Condition.

2.

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

3.

Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 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.

4.

Sum of Memorandum items 2.b.(1) through 2.b.(6), plus total nonaccrual loans and leases from Schedule RC-N, item 9, column C, minus nonaccrual closed-end loans secured by first liens on 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.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 27 of 87

RC-11

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

 

Dollar Amounts in Thousands

   RCON      Amount         

3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, Part I, items 4 and 9, column B (1)

     2746        128,000        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        1,926,000        M.4.  

5. To be completed by banks with $300 million or more in total assets: (2)

        

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        136,000        M.5.  

Memorandum item 6 is to be completed by banks that (1) together with affiliated institutions, have outstanding credit card receivables (as defined in the instructions) that exceed $500 million as of the report date or (2) are credit card specialty banks as defined for Uniform Bank Performance Report purposes.

        

6. Outstanding credit card fees and finance charges included in Schedule RC-C, Part I, item 6.a.

     C391        NA        M.6.  

Memorandum items 7.a, 7.b, and 8.a are to be completed by all banks semiannually in the June and December reports only. (3)

        

7. Purchased credit-impaired loans held for investment accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (exclude loans held for sale):

        

a. Outstanding balance

     C779        NA        M.7.a.  

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

     C780        NA        M.7.b.  

8. Closed-end loans with negative amortization features secured by 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        NA        M.8.a.  

Memorandum items 8.b and 8.c are to be completed semiannually in the June and December reports only by banks that had closed-end loans with negative amortization features secured by 1– 4 family residential properties (as reported in Schedule RC-C, Part I, Memorandum item 8.a) as of the preceding December 31 report date, that exceeded the lesser of $100 million or 5 percent of total loans and leases held for investment and held for sale (as reported in Schedule RC-C, Part I, item 12, column B).

        

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

     F231        NA        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        NA        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        17,000        M.9.  

10. and 11. Not applicable

        

 

1.

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

2.

The $300 million asset-size test is based on the total assets reported on the June 30, 2021, Report of Condition.

3.

Memorandum item 7 is to be completed only by institutions that have not yet adopted ASU 2016-13.

 

06/2012


DEUTSCHE BANK TRUST COMPANY AMERICAS

00623

New York, NY 10019

 

  

FFIEC 041

Page 28 of 87

RC-12

Schedule RC-C—Continued

Part I—Continued

Memoranda—Continued

 

     (Column A)
Fair Value of Acquired
Loans and Leases at
Acquisition Date
     (Column B)
Gross Contractual
Amounts Receivable
at Acquisition Date
     (Column C)
Best Estimate at
Acquisition Date of
Contractual Cash Flows
Not Expected to be
Collected
        

Dollar Amounts in Thousands

  

RCON

     Amount      RCON      Amount