Stanley Black & Decker, Inc S-3ASR, filed Nov 5, 2026
Stanley Black & Decker, Inc. (SWK)
As filed with the Securities and Exchange Commission on November 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STANLEY BLACK & DECKER, INC.
(Exact name of registrant as specified in its charter)
| CONNECTICUT | 06-0548860 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
1000 Stanley Drive
New Britain, Connecticut 06053
(860) 225-5111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Francesca S. Campbell, Esq.
Senior Vice President, Chief Legal Officer
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, Connecticut 06053
(860) 225-5111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a Copy to:
Gregory A. Fernicola, Esq.
Michael J. Hong, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 the Securities Act. ☐
Prospectus
Stanley Black & Decker, Inc.
Common Stock
Preferred Stock
Debt Securities
Warrants
Depositary Shares
Stock Purchase Contracts
and
Stock Purchase Units
We may offer, issue and sell, together or separately:
| • | shares of our common stock; |
| • | shares of our preferred stock; |
| • | debt securities, which may be senior debt securities or subordinated debt securities; |
| • | warrants to purchase our debt securities, shares of our common stock or shares of our preferred stock; |
| • | depositary shares representing an interest in our preferred stock; |
| • | stock purchase contracts to purchase shares of our common stock or other securities; and |
| • | stock purchase units, each representing ownership of a stock purchase contract and debt securities, preferred securities or debt obligations of third-parties, including U.S. treasury securities or any combination of the foregoing, securing the holder’s obligation to purchase our common stock or other securities under the stock purchase contracts. |
We will provide the specific prices and terms of these securities in one or more supplements to this prospectus at the time of offering. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Investing in our securities involves a number of risks. See “Risk Factors” on page 7 before you make your investment decision.
We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. If required, the prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.
Our common stock is listed on the New York Stock Exchange under the trading symbol “SWK.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or the accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 4, 2026
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| DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS |
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This prospectus is part of an “automatic shelf” registration statement that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), using a “shelf” registration process. Under this process, we may sell: common stock; preferred stock; debt securities; warrants to purchase debt securities, common stock or preferred stock; depositary shares; or stock purchase contracts and stock purchase units. This prospectus only provides you with a general description of the securities that we may offer. Each time we sell securities, we will provide a supplement to this prospectus that contains specific information about the terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read both this prospectus and the accompanying prospectus supplement and any free writing prospectus prepared by or on behalf of us, together with the additional information described under the heading “Where You Can Find More Information.”
We have not authorized anyone to provide you with any information other than that contained in or incorporated by reference into this prospectus, the accompanying prospectus supplement or a free writing prospectus prepared by or on behalf of us. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making offers to sell the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date.
When used in this prospectus, the terms “Stanley Black & Decker, Inc.,” the “Company,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended and the rules promulgated thereunder (the “Exchange Act”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov. We maintain a website at www.stanleyblackanddecker.com. The information on our website is not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it a part of this prospectus or any accompanying prospectus supplement.
The SEC allows us to “incorporate by reference” information into this prospectus and any accompanying prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus and any accompanying prospectus supplement, except for any information superseded by information contained directly in this prospectus, any accompanying prospectus supplement, any subsequently filed document deemed incorporated by reference or a free writing prospectus prepared by or on behalf of us. This prospectus and any accompanying prospectus supplement incorporates by reference the documents set forth below that Stanley Black & Decker, Inc. has previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K). These documents contain important information about Stanley Black & Decker, Inc. and its finances.
| • | Annual Report on Form 10-K for the fiscal year ended January 3, 2026, filed with the SEC on February 24, 2026; |
| • | The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended January 3, 2026 from our definitive proxy statement on Schedule 14A filed with the SEC on March 6, 2026; |
| • | Quarterly Reports on Form 10-Q for the quarterly periods ended April 4, 2026, July 4, 2026 and October 3, 2026 filed on April 29, 2026, July 29, 2026 and November 4, 2026, respectively; |
| • | Current Reports on Form 8-K filed with the SEC on January 26, 2026, April 27, 2026 and June 24, 2026; and |
| • | The description of our common stock contained in our Registration Statement on Form 8-A/A, filed with the SEC on March 12, 2010, and any amendment or report filed for the purpose of updating such description. |
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus, and any accompanying prospectus supplement, and before the termination of the offering shall also be deemed to be incorporated herein by reference. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including our compensation committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
To obtain a copy of these filings at no cost, you may write or telephone us at the following address:
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, Connecticut 06053
Attention: Treasurer
(860) 225-5111
If requested, we will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement and any documents incorporated by reference contain or incorporate statements that are “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995.
Those statements include trend analyses and other information relative to markets for our products and trends in our operations or financial results as well as other statements that can be identified by the use of forward-looking language such as “may,” “will,” “estimate,” “intend,” “could,” “project,” “plan,” “continue,” “believe,” “expect,” “anticipate”, “run-rate”, “annualized,” “forecast,” “commit,” “goal,” “target,” “design,” “on-track,” “position or positioning,” “guidance,” “aim,” “looking forward,” “multi-year” or any other similar words. Our actual results, performance or achievements could be materially different from the results expressed in, or implied by, those forward-looking statements. Those statements are subject to risks and uncertainties, including but not limited to the risks described in this prospectus, any accompanying prospectus supplement and any documents incorporated by reference. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference.
There are a number of important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, including those factors set forth in this prospectus, any accompanying prospectus supplement or the documents incorporated by reference, including the “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our reports and other documents filed with the SEC. Factors that may cause our actual results to differ materially from those we contemplate by the forward-looking statements include, among others, the following possibilities:
| • | successfully developing, marketing and achieving sales from new products and services and the continued acceptance of current products and services as well as successful execution of, and realization of expected benefits from, our brand prioritization and investment strategy, including potential licensing initiatives and related restructuring efforts, and our ability to estimate and mitigate negative consequences from the same including, but not limited to, reduced ability to generate sales; |
| • | macroeconomic factors, including global and regional business conditions, commodity availability and prices, inflation and deflation, interest rate volatility, currency exchange rates, and uncertainties in the global financial markets; |
| • | laws, regulations and governmental policies affecting our activities in the countries where we do business or sources supply inputs, including those related to taxation, data privacy, anti-bribery, anti-corruption, government contracts and trade controls, including but not limited to, tariffs, import and export controls, raw material and rare earth related controls and other monetary and non-monetary trade regulations or barriers; |
| • | our ability to predict the timing and extent of any trade related regulations (or any court rulings in response thereto), clearances, restrictions or policies, including but not limited to, trade barriers, tariffs, raw material and rare earth related controls, as well as our ability to successfully assess the impact to our business of, and mitigate or respond to, such macroeconomic or trade, tariff and raw material and rare earth import/export control changes, regulations or policies (including, but not limited to, our ability to predict and respond to court rulings in response thereto, or to obtain price increases from our customers and complete effective supply chain adjustments within anticipated time frames and ability to obtain rare earth related supply clearances and the ultimate amount and timing of any tariff refunds); |
| • | the economic, political, cultural and legal environment in the U.S., Europe and the emerging markets in which we generate sales, particularly Latin America and China; |
| • | realizing the anticipated benefits of mergers, acquisitions, joint ventures, strategic alliances or divestitures and the costs associated with such transactions; |
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| • | pricing pressure and other changes within competitive markets; |
| • | availability and price of raw materials, rare earth materials, component parts, freight, energy, labor and sourced finished goods; |
| • | the impact that the tightened credit markets may have on us or our customers or suppliers; |
| • | the extent to which we have to write off accounts receivable, inventory or other assets or experiences supply chain disruptions in connection with bankruptcy filings by customers or suppliers; |
| • | our ability to identify and effectively execute productivity improvements and cost reductions, including complexity reduction through platforming products and SKU reduction initiatives and other manufacturing and administrative reorganization actions; |
| • | potential business, supply chain and distribution disruptions, including those related to physical security threats, information technology or cyber-attacks, epidemics, natural disasters or pandemics, sanctions, political unrest, war or terrorism, including the conflicts between Russia and Ukraine, and Israel and Hamas and tensions or conflicts in South Korea, China, Taiwan and the Middle East (including the ongoing conflict in Iran); |
| • | the continued consolidation of customers, particularly in consumer channels, and our continued reliance on significant customers; |
| • | managing franchisee relationships; |
| • | the impact of poor weather conditions and climate change and risks related to the transition to a lower-carbon economy, such as our ability to successfully adopt new technology, meet market-driven demands for carbon neutral and renewable energy technology, or to comply with changes in environmental regulations or requirements, which may be more stringent and complex, impacting our reporting processes and manufacturing facilities and business operations as well as remediation plans and costs relating to any of our current or former locations or other sites; |
| • | maintaining or improving production rates in our manufacturing facilities (including leveraging our North American footprint in connection with tariff mitigation), responding to significant changes in customer preferences or expectations, product demand and fulfilling demand for new and existing products, and learning, adapting and integrating new technologies into products, services and processes; |
| • | changes in the competitive landscape in our markets; |
| • | our non-U.S. operations, including sales to non-U.S. customers; |
| • | our ability to predict the extent or timing of, and impact from demand changes within domestic or world-wide markets associated with construction, homebuilding and remodeling, aerospace, outdoor, engineered fastening, automotive and other markets which we serve; |
| • | potential adverse developments in new or pending litigation and/or government investigations; |
| • | the incurrence of debt and changes in our ability to obtain debt on commercially reasonable terms and at competitive rates; |
| • | substantial pension and other post-retirement benefit obligations; |
| • | potential regulatory liabilities, including environmental, privacy, data breach, workers compensation and product liabilities; |
| • | attracting, developing and retaining senior management and other key employees, managing a workforce in many jurisdictions, labor shortages, work stoppages or other labor disruptions; |
| • | our ability to keep abreast with the pace of technological change; |
| • | changes in accounting estimates; |
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| • | our ability to protect our intellectual property rights and to maintain our public reputation and the strength of our brands; |
| • | critical or negative publicity, including on social media, whether or not accurate, concerning our brands, products, culture, key employees or suppliers, or initiatives, and our handling of divergent stakeholder expectations regarding the same; |
| • | the failure to consummate, or a delay in the consummation of, the sale of the Excel Industries business; |
| • | the failure to successfully effectuate, or to realize the expected benefits of, our value creation, debt reduction and capital allocation strategy, including our share repurchase authorization; and |
| • | unanticipated developments that may prevent, delay, or negatively impact repurchases under our share repurchase authorization. |
There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business, financial condition, and results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Please take into account that forward-looking statements speak only as of the date of this prospectus or, in the case of any accompanying prospectus supplement or documents incorporated by reference, the date of any such document. We do not undertake any obligation to publicly correct or update any forward-looking statement if we later become aware that it is not likely to be achieved. You are advised, however, to consult any further disclosures we make on related subjects in reports and other information filed with the SEC.
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Stanley Black & Decker, Inc. was founded in 1843 by Frederick T. Stanley and incorporated in 1852. We are a global provider of hand tools, power tools, outdoor products and related accessories, as well as a leading provider of engineered fastening solutions. Our world class portfolio of trusted brands includes DEWALT®, CRAFTSMAN®, STANLEY®, BLACK+DECKER®, and Cub Cadet®.
Our principal executive office is located at 1000 Stanley Drive, New Britain, Connecticut 06053 and our telephone number is (860) 225-5111.
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Investing in our securities involves risk. Before you decide to invest in our securities, you should carefully consider the specific risks set forth under the caption “Risk Factors” included in our most recent, and subsequent, Annual Reports on Form 10-K, in our most recent, and subsequent, Quarterly Reports on Form 10-Q and in our other filings with the SEC that are incorporated by reference in this prospectus and any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any accompanying prospectus supplement. These risks could materially affect our business, financial condition or results of operations and cause the value of our securities to decline. You could lose all or part of your investment.
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Except as otherwise set forth in the prospectus and any accompanying prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes, including the financing of our operations, the possible repayment of indebtedness, and possible business acquisitions. Pending any specific application, we may initially invest funds in short-term marketable securities or apply them to the reduction of short-term indebtedness.
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This prospectus contains summary descriptions of the debt securities, common stock, preferred stock, warrants, depositary shares, stock purchase contracts and stock purchase units that may be offered and sold from time to time. These summary descriptions are not meant to be complete descriptions of each security. However, at the time of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.
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DESCRIPTION OF DEBT SECURITIES
As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue separately, upon exercise of a debt warrant, in connection with a stock purchase contract or as part of a stock purchase unit from time to time. The debt securities may either be senior debt securities or subordinated debt securities. Senior debt securities may be issued under a “Senior Indenture” and subordinated debt securities may be issued under a “Subordinated Indenture.” This prospectus sometimes refers to the Senior Indenture and the Subordinated Indenture collectively as the “Indentures.” The Indentures have been filed with the SEC. We may also issue debt securities under a separate, new indenture. If that occurs, we will describe any differences in the terms of any series or issue of debt securities in the prospectus supplement relating to that series or issue.
The following briefly summarizes the material provisions of the Indentures and the debt securities, other than pricing and related terms disclosed in an accompanying prospectus supplement or pricing supplement. You should read the more detailed provisions of the applicable Indenture, including the defined terms, for provisions that may be important to you. You should also read the particular terms of an offering of debt securities, which will be described in more detail in the applicable prospectus supplement or pricing supplement. Copies of the Indentures may be obtained from Stanley Black & Decker, Inc. or the applicable trustee.
As used in this “Description of Debt Securities,” the terms “Stanley Black & Decker, Inc.,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include our subsidiaries.
General
The debt securities will be our direct general unsecured obligations. The senior debt securities will rank equally with all of our other senior unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner set forth in the Subordinated Indenture.
Since our operations are partially conducted through our subsidiaries, the cash flow and the consequent ability to service our indebtedness, including the debt securities, is partially dependent upon the earnings of our subsidiaries and the distribution of those earnings or upon the payments of funds by those subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make funds available to us, whether by dividends, loans or other payments. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to contractual or statutory restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations. Any right we may have to receive assets of any of our subsidiaries upon their liquidation or reorganization (and the consequent right of the holders of our debt securities to participate in those assets) will be structurally subordinated to the claims of such subsidiary’s creditors, including trade creditors, because such creditors’ claims will have a priority over our claim as an equity owner of our subsidiaries.
The Indentures do not limit the aggregate principal amount of debt securities that we may issue and provide that we may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount. We may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture. The Indentures also do not limit our ability to incur other debt.
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Each prospectus supplement will summarize the material terms relating to the specific series of debt securities being offered. These terms may include some or all of the following:
| • | the title of debt securities, whether they are subordinated debt securities or senior debt securities; |
| • | any limit on the aggregate principal amount of the debt securities; |
| • | the price or prices at which we will sell the debt securities; |
| • | the maturity date or dates of the debt securities; |
| • | the rate or rates of interest, if any, which may be fixed or variable, at which the debt securities will bear interest, or the method of determining such rate or rates, if any; |
| • | the date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
| • | the right, if any, to extend the interest payment periods and defer interest payments, and the duration of any such deferral period, including the maximum consecutive periods during which interest payments may be deferred; |
| • | whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments; |
| • | the dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date; |
| • | the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable; |
| • | if we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
| • | our obligation, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation; |
| • | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and integral multiples of $1,000; |
| • | the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with an Event of Default (as described below), if other than the full principal amount; |
| • | the currency, currencies or currency unit in which we will pay the principal of (and premium, if any) or interest, if any, on the debt securities, if not United States dollars; |
| • | provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; |
| • | any deletions from, modifications of or additions to the Events of Default or our covenants with respect to the applicable series of debt securities, and whether or not such Events of Default or covenants are consistent with those contained in the applicable Indenture; |
| • | the application, if any, of the terms of the Indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities; |
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| • | whether the subordination provisions summarized below or different subordination provisions will apply to the debt securities; |
| • | the terms, if any, upon which the holders may convert or exchange the debt securities into or for our common stock, preferred stock or other securities or property; |
| • | whether any of the debt securities will be issued in global form in the name of a depository and, if so, the terms and conditions upon which global debt securities will cease to be issued in the name of a depository and exchanged for debt securities of smaller denominations issued in the name of investors and/or their direct or indirect nominees; |
| • | any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an Event of Default; |
| • | the depositary for global debt securities; |
| • | any special tax implications of the debt securities; |
| • | any trustees, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities; and |
| • | any other terms of the debt securities. |
| • | Unless otherwise specified in the applicable prospectus supplement, the debt securities will not be listed on any securities exchange and will be issued in fully-registered form without coupons. |
| • | Debt securities may be sold at a discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market rates. The applicable prospectus supplement will describe the material federal income tax consequences and special considerations applicable to any such debt securities. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies, currency units or composite currencies, as described in more detail in the prospectus supplement relating to any of the particular debt securities. |
Subordination
The prospectus supplement relating to any offering of subordinated debt securities will describe the specific subordination provisions, including the extent of subordination of payments by us of the principal of, premium, if any, and interest on such subordinated debt securities.
The Subordinated Indenture does not limit the issuance of additional Senior Indebtedness.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a debt security on any interest payment date will be made to the person in whose name a debt security is registered at the close of business on the record date for the interest.
Unless otherwise indicated in the applicable prospectus supplement, principal, interest and premium on the debt securities of a particular series will be payable at the office of such paying agent or paying agents as we may designate for such purpose from time to time. Notwithstanding the foregoing, at our option, payment of any interest may be made by check mailed to the address of the person entitled thereto as such address appears in the security register.
Unless otherwise indicated in the applicable prospectus supplement, a paying agent designated by us and located in the Borough of Manhattan, The City of New York will act as paying agent for payments with respect to debt securities of each series. All paying agents initially designated by us for the debt securities of a particular
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series will be named in the applicable prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.
All moneys paid by us to a paying agent for the payment of the principal, interest or premium on any debt security which remain unclaimed at the end of two years after such principal, interest or premium has become due and payable will be repaid to us upon written request, and the holder of such debt security thereafter may look only to us for payment thereof.
Denominations, Registrations and Transfer
Unless an accompanying prospectus supplement states otherwise, debt securities will be represented by one or more global certificates registered in the name of a nominee for The Depository Trust Company (“DTC”). In such case, each investor’s beneficial interest in the global securities will be shown on the records of DTC and transfers of beneficial interests will only be effected through DTC’s records.
A holder of a beneficial interest in a global security may only exchange such interest for certificated securities registered in such holder’s name if:
| • | DTC notifies us that it is unwilling or unable to continue serving as the depositary for the relevant global securities or DTC ceases to maintain certain qualifications under the Exchange Act and no successor depositary has been appointed for 90 days; or |
| • | We determine, in our sole discretion, that the global security shall be exchangeable. |
If debt securities cease to be represented by global certificates, they will only be issued in the minimum denomination specified in the accompanying prospectus supplement and integral multiples of such denomination. Transfers and exchanges of such debt securities will only be permitted in such minimum denomination. Transfers of debt securities in certificated form may be registered at the trustee’s corporate trust office or at the offices of any paying agent or trustee appointed by us under the Indentures. Exchanges of debt securities for an equal aggregate principal amount of debt securities in different denominations may also be made at such locations.
Benefits of Indentures
Nothing in the Indentures will confer upon or give any person other than us, the trustee, our and its successors, and the person or persons in whose names the debt securities of a particular series are registered in the security register for the debt securities of such series, any benefit, right, remedy or claim under the Indentures.
Governing Law
The Indentures are and debt securities will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to its principles of conflicts of laws (other than Section 5-1401 of the General Obligations Law of the State of New York).
Regarding the Trustee
The Senior Indenture Trustee is The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank N.A., and the Subordinated Indenture Trustee is HSBC Bank USA, National Association. The Trustees are permitted to engage in other transactions with us and our subsidiaries from time to time, provided that if the trustees acquire any conflicting interest they must eliminate such conflict upon the occurrence of an Event of Default, or else resign.
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Conversion or Exchange Rights
The prospectus supplement will describe the terms, if any, on which a series of debt securities may be convertible into or exchangeable for our common stock, preferred stock, other debt securities or other securities or property. These terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. These provisions may allow or require the number of shares of our common stock or other securities to be received by the holders of such series of debt securities to be adjusted.
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General
The following summary description of our capital stock is based on the provisions of the Connecticut Business Corporation Act (the “CBCA”), our restated certificate of incorporation, as amended, and our bylaws, as amended. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the CBCA, as it may be amended from time to time, and to the terms of the restated certificate of incorporation and bylaws, as each may be amended from time to time, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.” As used in this “Description of Capital Stock,” the terms “Stanley Black & Decker, Inc.,” “we,” “our” and “us” refer to Stanley Black & Decker, Inc., a Connecticut corporation, and do not, unless otherwise specified, include the subsidiaries of this Connecticut corporation.
Our authorized capital stock consists of 300,000,000 shares of common stock, par value $2.50 per share, and 10,000,000 shares of preferred stock, without par value. The number of authorized shares of any class may be increased or decreased by an amendment to our restated certificate of incorporation proposed by our board of directors and approved by a majority of voting shares voted on the issue at a meeting at which a quorum exists.
Common Stock
Each shareholder of record of our common stock is entitled to one vote for each share held on every matter properly submitted to the shareholders for their vote. Holders of our common stock do not have cumulative voting rights. After satisfaction of the dividend rights of holders of preferred stock, if any, holders of common stock are entitled ratably to any dividend declared by the board of directors out of funds legally available for this purpose.
Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.
Holders of our common stock have no redemption or conversion rights, no sinking fund provisions and no preemptive right to subscribe for or purchase additional shares of any class of our capital stock.
The outstanding shares of our common stock are fully paid and nonassessable, and any shares of common stock issued in an offering pursuant to this prospectus and any shares of common stock issuable upon the exercise of common stock warrants or conversion or exchange of debt securities or preferred stock which are convertible into or exchangeable for our common stock, or in connection with the obligations of a holder of stock purchase contracts to purchase our common stock, when issued in accordance with their terms will be fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
This section describes the general terms and provisions of preferred stock that we are authorized to issue. The applicable prospectus supplement will describe the specific terms of the shares of preferred stock offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those shares of preferred stock. We will file a copy of the certificate of amendment to our certificate of incorporation that contains the terms of each new series of preferred stock with the Secretary of the State of Connecticut and with the SEC each time we issue a new series of preferred stock. Each such certificate of amendment will establish the number of shares included in a designated series and fix the designation, powers,
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privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. You should refer to the applicable certificate of amendment as well as our certificate of incorporation before deciding to buy shares of our preferred stock as described in the applicable prospectus supplement.
Our board of directors has been authorized to provide for the issuance of up to 10,000,000 shares of our preferred stock in multiple series without the approval of shareholders. With respect to each series of our preferred stock, our board of directors has the authority to fix the following terms:
| • | the designation of the series; |
| • | the number of shares within the series; |
| • | whether dividends are cumulative and, if cumulative, the dates from which dividends are cumulative; |
| • | the rate of any dividends, any conditions upon which dividends are payable, and the dates of payment of dividends; |
| • | whether the shares are redeemable, the redemption price and the terms of redemption; |
| • | the amount payable for each share if we dissolve or liquidate; |
| • | whether the shares are convertible or exchangeable, the price or rate of conversion or exchange, and the applicable terms and conditions; |
| • | any restrictions on issuance of shares in the same series or any other series; |
| • | voting rights applicable to the series of preferred stock; and |
| • | any other rights, priorities, preferences, restrictions or limitations of such series. |
The right of a holder of preferred stock to receive payment in respect thereof upon any liquidation, dissolution or winding up of us will be subordinate to the rights of our general creditors. Shares of our preferred stock that we issue in accordance with their terms will be fully paid and nonassessable, and will not be entitled to preemptive rights unless specified in the applicable certificate of amendment to a certificate of incorporation and the applicable prospectus supplement.
Our ability to issue preferred stock, or rights to purchase such shares, could discourage an unsolicited acquisition proposal. For example, we could impede a business combination by issuing a series of preferred stock containing class voting rights that would enable the holders of such preferred stock to block a business combination transaction. Alternatively, we could facilitate a business combination transaction by issuing a series of preferred stock having sufficient voting rights to provide a required percentage vote of the shareholders. Additionally, under certain circumstances, our issuance of preferred stock could adversely affect the voting power of the holders of our common stock. Although our board of directors is required to make any determination to issue any preferred stock based on its judgment as to the best interests of our shareholders, our board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of our shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over prevailing market prices of such stock. Our board of directors does not at present intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or applicable stock exchange requirements.
Anti-Takeover Effects of Provisions of the Certificate of Incorporation, Bylaws and Other Agreements
The rights of our shareholders and related matters are governed by the CBCA, the certificate of incorporation and the bylaws. Provisions of the CBCA, the certificate of incorporation and the bylaws, which are summarized below, may discourage or make more difficult a takeover attempt that shareholders might consider in their best interest. These provisions may also adversely affect prevailing market prices for our common stock.
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Board of Directors
The certificate of incorporation provides that the board of directors shall consist of not less than nine nor more than eighteen directors, the exact number to be fixed by the board of directors from time to time. At each annual meeting of the shareholders, each nominee for director shall stand for election to a one-year term expiring at the next annual meeting of shareholders. Despite the expiration of a director’s term, such director shall continue to serve until either the director’s successor shall have been duly elected and qualified or there is a decrease in the number of directors. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the board of directors may be filled by the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise. The certificate of incorporation also provides that directors may be removed from office, but only for cause by the affirmative vote of at least a majority of the votes entitled to be cast thereon.
Shareholder Action by Written Consent; Special Meetings
Under the CBCA our shareholders may take action by written unanimous consent of holders of all of our shares in lieu of an annual or special meeting. Otherwise, shareholders will only be able to take action at an annual or special meeting called in accordance with the bylaws.
The bylaws provide that special meetings of shareholders may only be called by:
| • | a majority of our board of directors; |
| • | the chairman of the board; |
| • | the chief executive officer; |
| • | the secretary; or |
| • | the chairman of the board, the chief executive officer or the secretary upon the written request of the holders of not less than twenty-five percent (25%) of our outstanding voting stock. |
In addition, the CBCA provides that a corporation with a class of voting stock registered under the Exchange Act shall hold a special meeting of shareholders if the holders of thirty-five percent (35%) of the votes entitled to be cast on any issue proposed to be considered demand such a meeting.
Advance Notice Requirements for Director Nominations and Other Proposals
Director Nominations. The bylaws contain advance notice procedures with regard to shareholder proposals related to the nomination of candidates for election as directors. These procedures provide that notice of shareholder proposals related to shareholder nominations for the election of directors must be received at our executive offices at least 90 days, but no more than 120 days before the first anniversary of the date on which the proxy statement for the preceding annual meeting was mailed; provided, however, that in the event the annual meeting is not within 30 days before or after such anniversary date, notice by the shareholder must be received not earlier than 120 days before the date of the annual meeting and not later than 90 days prior to the annual meeting, or not later than the close of business 10 days after the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. Our bylaws require that all directors be shareholders of record.
A shareholder’s notice to our corporate secretary must be in proper written form and must set forth certain information including:
| • | the name, and record addresses of the nominating shareholder, and any other person on whose behalf the nomination is being made, and the nominee; |
| • | the class or series and number of shares of our capital stock which are beneficially or of record owned by the nominating shareholder or such other person; |
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| • | a description of any plans or proposals which such nominating shareholder or related person may have with respect to shares of our capital stock that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D; |
| • | a description of any arrangements or understandings between the nominating shareholder or such other person and any nominee(s) in connection with the nomination; |
| • | any equity interests in any of our principal competitors held by the nominating shareholder or such other person; |
| • | any performance-related fees (other than an asset-based fee) that the nominating shareholder or such other person is entitled to based on any increase or decrease of the value of our shares; |
| • | any other information relating to the nominee that would be required to be disclosed in a proxy statement or other solicitations of proxies for election of directors or as otherwise required to be disclosed pursuant to the Exchange Act had the nominee been nominated by the board of directors; |
| • | a consent of the nominee to be named in the proxy statement and to serve if elected; and |
| • | a representation that the nominating shareholder intends to appear in person or by proxy at the meeting to make such nomination. |
Other Proposals. In addition to the procedures for nominating directors, the bylaws also contain notice procedures for other shareholder proposals to be brought before an annual meeting. To be timely, we must receive shareholder proposals at least 90 days, but no more than 120 days before the first anniversary of the date on which the proxy statement for the preceding annual meeting was mailed; provided, however, that in the event the annual meeting is not within 30 days before or after such anniversary date, notice by the shareholder must be received not earlier than 120 days before the date of the annual meeting and not later than 90 days prior to the annual meeting, or not later than the close of business 10 days after the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first.
A shareholder’s notice to our corporate secretary must be in proper written form and must set forth, as to each matter that shareholder proposes to bring before the meeting:
| • | a brief description of the business desired to be brought before the meeting and the reasons for conducting that business at the meeting; |
| • | the complete text of any resolutions to be presented; |
| • | the name and record address of that shareholder and any other person on whose behalf the proposal is made; |
| • | the class and series and number of shares of each class and series of our capital stock which are owned beneficially or of record by that shareholder or such other person; |
| • | a description of all arrangements or understandings between that shareholder and any such other person in connection with the proposal of that business and any material interest of that shareholder or such other person in that business; and |
| • | a representation that the shareholder intends to appear in person or by proxy at the meeting to bring that business before the meeting. |
Antitakeover Legislation
We are subject to the provisions of Section 33-844 of the CBCA which prohibits a Connecticut corporation from engaging in a “business combination” with an “interested shareholder” for a period of five years after the date of the transaction in which the person became an interested shareholder, unless the business combination or
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the purchase of stock by which such person becomes an interested shareholder is approved by our board of directors, and by a majority of our non-employee directors, prior to the date on which the person becomes an interested shareholder. A “business combination” generally includes mergers, asset sales, some types of stock issuances and other transactions with, or resulting in a disproportionate financial benefit to, the interested shareholder. Subject to exceptions, an “interested shareholder” is a person who owns 10% or more of our voting power, or is an affiliate or associate of Stanley Black & Decker, Inc. and owned 10% or more of our voting power within the past five years.
Under our certificate of incorporation, the affirmative vote by the holders of 80% of our outstanding voting stock is required for the approval or authorization of any business combination involving an interested shareholder. This voting requirement does not apply if:
| • | 2/3 of our disinterested directors expressly approve the proposed business combination; or |
| • | The following conditions are satisfied: |
| • | The cash and fair market value of other consideration received on a per share basis by each shareholder is no less than the highest share price (or the equivalent value) paid by the interested shareholder in acquiring our capital stock; |
| • | A proxy statement is mailed to all shareholders of the corporation for the purpose of soliciting shareholder approval of the business combination; and |
| • | After the interested shareholder became an interested shareholder, (a) and prior to the consummation of the business combination, (i) there was no failure to declare and timely pay any full periodic dividends on any outstanding preferred stock; (ii) there was no reduction in the annual rate of dividends paid on the outstanding common stock, except as necessary to reflect any subdivision thereof; and an increase in such annual rate of dividends as necessary to reflect any reclassification, including any reverse stock split, recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of common stock; and (iii) the interested shareholder has not become the beneficial owner of any additional shares of our stock except as part of the transaction which resulted in such interested shareholder becoming an interested shareholder or by virtue of proportionate stock splits or stock dividends; and (b) the interested shareholder has not received the benefit, except proportionately as a shareholder, of any loans, advances, guarantee, pledges or other financial assistance or any tax credits or other tax advantages provided by Stanley Black & Decker, Inc. or any of its subsidiaries, whether in anticipation of or in connection with such business combination or otherwise. |
This majority vote is required even if no vote or a lesser percentage is required by any applicable laws. Additionally, the affirmative vote of the holders of not less than a majority of our outstanding shares of capital stock is required to modify this section of our certificate of incorporation.
Notwithstanding the foregoing provision required by our certificate of incorporation, we are also subject to Section 33-841 and Section 33-842 of the CBCA. These provisions generally require business combinations with an interested shareholder to be approved by the board of directors and then by the affirmative vote of at least:
| • | the holders of 80% of the voting power of the outstanding shares of our voting stock; and |
| • | the holders of 2/3 of the voting power of the outstanding shares of our voting stock, excluding the voting stock held by the interested shareholder; |
unless the consideration to be received by the shareholders meets certain price and other requirements set forth in Section 33-842 of the CBCA or unless the board of directors of the corporation has by resolution determined to exempt business combinations with that interested shareholder prior to the time that such shareholder became an interested shareholder.
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We are also subject to Section 33-756(g) of the CBCA, generally requiring directors acting with respect to mergers, sales of assets and other specified transactions to consider, in determining what they reasonably believe to be in the best interests of the corporation, specified interests, including those of the corporation’s employees, customers, creditors and suppliers and any community in which any office or other facility of the corporation is located. Section 33-756(g) of the CBCA also allows a director to consider, in the discretion of such director, any other factors the director reasonably considers appropriate in determining what the director reasonably believes to be in the best interest of the corporation.
Limitation of Liability of Directors
The certificate of incorporation contains provisions permitted under the CBCA relating to the personal liability of directors. The provisions limit the personal liability to us or our shareholders of a director for monetary damages for breach of duty as a director to an amount that is not more than the compensation received by that director for serving us during the year of the violation to the extent permitted by applicable law, which permits such limitation provided that such violation must not involve a knowing and culpable violation of law, enable the director or an affiliate to receive an improper personal gain, show a lack of good faith and a conscious disregard for the director’s duty to the corporation, amount to an abdication of the director’s duty to the corporation, or create liability for an unlawful distribution. Our bylaws provide for the indemnification and reimbursement of, and advances of expenses to, any person that is made a party to an action by reason of the fact that he or she:
| • | is or was our director, officer, employee or agent, or |
| • | served at our request as a director, officer, employee or agent of another corporation. |
Our bylaws provide for indemnification of directors and officers to the fullest extent permitted by Connecticut law.
Listing
Our common stock is listed on the New York Stock Exchange under the symbol “SWK.”
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.
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This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The applicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.
We may issue warrants for the purchase of our debt securities, common stock or preferred stock, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.
The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:
| • | the offering price; |
| • | the currency or currencies, including composite currencies, in which the purchase price and/or exercise price of the warrants may be payable; |
| • | the number of warrants offered; |
| • | the securities underlying the warrants, if any, to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of the warrants; |
| • | the exercise price and the amount of securities you will receive upon exercise; |
| • | the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised; |
| • | the rights, if any, we have to redeem the warrants; |
| • | the date on which the right to exercise the warrants will commence and the date on which the warrants will expire; |
| • | the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security; |
| • | the date on and after which the warrants and the related securities will be separately transferable; |
| • | material U.S. federal income tax consequences; |
| • | the name of the warrant agent; and |
| • | any other material terms of the warrants. |
After warrants expire they will become void. All warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.
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Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities.
The applicable warrant agreement may be amended or supplemented without the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant affected thereby.
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DESCRIPTION OF DEPOSITARY SHARES
General
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.
We have summarized some common provisions of a depositary agreement and the related depositary receipts. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC each time we issue depositary shares, and you should read those documents for provisions that may be important to you. If any particular terms of the depositary agreements and the related depositary receipts described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Bank Depositary will distribute such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the Bank Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the Bank Depositary and us. However, any amendment that
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materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if (1) all outstanding depositary shares have been redeemed or (2) there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company and such distribution has been distributed to the holders of depositary receipts.
Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock.
Withdrawal of Preferred Stock
Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the Bank Depositary and that we are required to furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the Bank Depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Bank Depositary. Any such resignation or removal will take effect upon the appointment of a successor Bank Depositary and its acceptance of such appointment. The successor Bank Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
We may issue stock purchase contracts, including contracts obligating holders to purchase from or sell to us, and obligating us to sell to or purchase from the holders, a specified number of shares of common stock or other securities at a future date or dates, which we refer to in this prospectus as stock purchase contracts. The price per share of the securities and the number of shares of the securities may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts, and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and debt securities, preferred securities or debt obligations of third parties, including U.S. treasury securities, any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders’ obligations to purchase the securities under the stock purchase contracts, which we refer to herein as stock purchase units. The stock purchase contracts may require holders to secure their obligations under the stock purchase contracts in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase contracts or the stock purchase units, as the case may be, or vice versa, and those payments may be unsecured or pre-funded in whole or in part.
The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. This description is not complete and the description in the prospectus supplement will not necessarily be complete, and reference is made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements relating to the stock purchase contracts or stock purchase units, which will be filed with the SEC each time we issue stock purchase contracts or stock purchase units. If any particular terms of the stock purchase contracts or stock purchase units described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.
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We may sell the securities being offered hereby in one or more of the following ways from time to time:
| • | to underwriters for resale to purchasers; |
| • | directly to purchasers; |
| • | through agents or dealers to purchasers; or |
| • | through a combination of any of these methods. |
In addition, Stanley Black & Decker, Inc. may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and an applicable prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and the applicable prospectus supplement.
We will identify the specific plan of distribution, including any underwriters, dealers, agents or direct purchasers and their compensation in a prospectus supplement.
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Unless otherwise indicated in the applicable prospectus supplement, we are being represented by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, as to matters of New York law and matters of Connecticut law will be passed upon for us by Donald J. Riccitelli, our Vice President, Corporate Secretary. Mr. Riccitelli beneficially owns and has rights to acquire less than one percent of our common stock.
The consolidated financial statements of Stanley Black & Decker, Inc. (the Company) appearing in the Company’s Annual Report (Form 10-K) for the year ended January 3, 2026, and the effectiveness of the Company’s internal control over financial reporting as of January 3, 2026, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by consents filed with the Securities and Exchange Commission) given on the authority of such firm as experts in accounting and auditing.
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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of the securities will be borne by the registrant.
| Securities and Exchange Commission Registration Fee |
$ | * | ||
| Accounting Fees and Expenses |
$ | ** | ||
| Legal Fees and Expenses |
$ | ** | ||
| Printing Fees |
$ | ** | ||
| Transfer Agents and Trustees’ Fees and Expenses |
$ | ** | ||
| Rating Agency Fees |
$ | ** | ||
| Stock Exchange Listing Fees |
$ | ** | ||
| Miscellaneous |
$ | ** | ||
| Total |
$ | ** |
| * | Deferred in reliance on Rule 456(b) and Rule 457(r). |
| ** | Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable. |
Item 15. Indemnification of Directors and Officers.
Connecticut
Connecticut Business Corporations Act
Sections 33-770 through 33-779 of the Connecticut Business Corporation Act (the “CBCA”) provide that a corporation in Stanley Black & Decker, Inc.’s circumstances shall indemnify a director or officer against judgments, fines, penalties, amounts paid in settlement and reasonable expenses actually incurred by him, including attorneys’ fees, for actions brought against him in his capacity as a director or officer, when it is determined by certain disinterested parties that he acted in good faith in a manner he reasonably believed to be in the corporation’s best interest (or in the case of conduct not in his official capacity, at least not opposed to the best interests of the corporation). In any criminal action or proceeding, it also must be determined that the director or officer had no reasonable cause to believe that his conduct was unlawful. The director or officer must also be indemnified when he is wholly successful on the merits or otherwise in the defense of a proceeding or in circumstances where a court determines that he is entitled to indemnification or that it is fair and reasonable that the director or officer be indemnified. In connection with shareholder derivative suits, the director or officer may not be indemnified except for reasonable expenses incurred in connection with the proceeding (and then only if it is determined that he met the relevant standard of conduct described above), subject, however, to courts’ power under Section 33-774 to order indemnification. Unless ordered by a court under Section 33-774, a corporation may not indemnify a director with respect to conduct for which he was adjudged liable on the basis that he received a financial benefit to which he was not entitled, whether or not he was acting in his official capacity.
Stanley Black & Decker, Inc.
The Stanley Black & Decker, Inc. Certificate of Incorporation provides that no director of Stanley Black & Decker, Inc. will be personally liable to Stanley Black & Decker, Inc. or any of its shareholders for monetary damages in an amount greater than the compensation received by that director for serving Stanley Black & Decker, Inc. during the year of the violation to the extent permitted by applicable law, which permits such limitation provided that such violation must not involve a knowing and culpable violation of law, enable the director or an affiliate to receive an improper personal gain, show a lack of good faith and a conscious disregard for the director’s duty to the corporation, amount to an abdication of the director’s duty to the corporation, or create liability for an unlawful distribution. See “Description of Capital Stock—Limitation of Liability of Directors” in the prospectus.
II-1
Our bylaws also provide for the indemnification of directors and officers to the extent permitted by applicable law.
Stanley Black & Decker, Inc. has purchased insurance providing officers and directors of Stanley Black & Decker, Inc. (and their heirs and other legal representatives) coverage against certain liabilities arising from any negligent act, error, omission or breach of duty claimed against them solely by reason of their being such officers and directors, and providing coverage for Stanley Black & Decker, Inc. against its obligation to provide indemnification as required by the above-described statute.
Item 16. List of Exhibits.
The Exhibits to this registration statement are listed in the Index to Exhibits on page II-5.
Some of the agreements included as exhibits to this registration statement (whether incorporated by reference to earlier filings or otherwise) may contain representations and warranties, recitals or other statements that appear to be statements of fact. These agreements are included solely to provide investors with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Representations and warranties, recitals, and other common disclosure provisions have been included in the agreements solely for the benefit of the other parties to the applicable agreements and often are used as a means of allocating risk among the parties. Accordingly, such statements (i) should not be treated as categorical statements of fact; (ii) may be qualified by disclosures that were made to the other parties in connection with the negotiation of the applicable agreements, which disclosures are not necessarily reflected in the agreement or included as exhibits hereto; (iii) may apply standards of materiality in a way that is different from what may be viewed as material by or to investors in or lenders to the Company; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, representations and warranties, recitals or other disclosures contained in agreements may not describe the actual state of affairs as of the date they were made or at any other time and should not be relied on by any person other than the parties thereto in accordance with their terms.
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 of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (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; |
II-2
provided, however, that the above paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a) (1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of 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 this registration statement or made in a document incorporated or deemed incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-3
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 (the “TIA”) in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the TIA.
II-4
II-5
| Exhibit No |
Description of Exhibits | |
| 4.11 | Form of Senior Note with respect to each particular series of Senior Note issued hereunder to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.12 | Form of Subordinated Note with respect to each particular series of Subordinated Note issued hereunder to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.13 | Form of Warrant Agreement to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.14 | Form of Warrant Certificate to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.15 | Form of Depositary Agreement to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.16 | Form of Depositary Receipt to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 4.17 | Purchase Contract Agreement setting forth Stock Purchase Contracts and Stock Purchase Units to be filed as an exhibit to a Current Report of the Company on Form 8-K and incorporated by reference herein. | |
| 5.1* | Opinion of Donald J. Riccitelli as to legality (Connecticut Law Opinion). | |
| 5.2* | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality (New York Law Opinion). | |
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 23.2* | Consent of Donald J. Riccitelli (included in Exhibit 5.1). | |
| 23.3* | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2). | |
| 24.1* | Stanley Black & Decker, Inc. Power of Attorney. | |
| 25.1* | Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A., Trustee under the Senior Indenture. | |
| 25.2* | Statement of Eligibility on Form T-1 of HSBC Bank USA, National Association, Trustee under the Subordinated Indenture. | |
| 107* | Filing Fee Table | |
| * | Filed herewith. |
II-6
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Britain, State of Connecticut on November 4, 2026.
| STANLEY BLACK & DECKER, INC. | ||
| By: | /s/ Francesca S. Campbell | |
| Name: | Francesca S. Campbell | |
| Title: | Senior Vice President, Chief Legal Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-3 has been signed by the following persons in the capacities indicated on November 4, 2026.
II-7
| Signature |
Title | |
| * Christopher J. Nelson |
President, Chief Executive Officer and Director (Principal Executive Officer) | |
| * Patrick D. Hallinan |
Executive Vice President, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer) | |
| * Scot D. Greulach |
Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | |
| * Susan K. Carter |
Director | |
| * Debra A. Crew |
Director | |
| * John L. Garrison, Jr. |
Director | |
| * Michael D. Hankin |
Director | |
| * Mary A. Laschinger |
Director | |
| * Robert J. Manning |
Director | |
| * Adrian V. Mitchell |
Director | |
| * Shane M. O’Kelly |
Director | |
| * Jane M. Palmieri |
Director | |
| /s/ Francesca S. Campbell | ||
| Name: | Francesca S. Campbell | |
| Title: | Senior Vice President, Chief Legal Officer (As Attorney-in-fact) | |
II-8
Exhibit 5.1
|
|
Donald J. Riccitelli Vice President, Corporate Secretary
1000 Stanley Drive, New Britain, CT 06053 T (860) 827-3989 F (860) 827-3911 |
November 4, 2026
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, CT 06053
| Re: | Stanley Black & Decker, Inc. |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am Vice President, Corporate Secretary to Stanley Black & Decker, Inc., a Connecticut corporation (the “Company”). I have represented the Company in connection with the Automatic Shelf Registration Statement on Form S-3 (the “Registration Statement”), to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of the following securities of the Company: (i) shares of common stock, par value $2.50 per share, of the Company (“Common Stock”), (ii) shares of preferred stock, without par value, of the Company (“Preferred Stock”) to be issued in one or more series, which may also be issued in the form of depositary shares (the “Depositary Shares”) evidenced by depositary receipts pursuant to one or more deposit agreements (each, a “Deposit Agreement”) to be entered into between the Company and one or more bank or trust companies to be named, (iii) debt securities of the Company (the “Senior Debt Securities”) to be issued pursuant to a senior indenture, dated November 1, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Senior Indenture Trustee”) to JPMorgan Chase Bank N.A., as amended from time to time (the “Senior Indenture”), and subordinated debt securities (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”) to be issued pursuant to a subordinated indenture, dated November 22, 2005, between the Company and HSBC Bank USA, N.A. (the “Subordinated Indenture Trustee” and, together with the Senior Indenture Trustee, the “Trustees”), as amended from time to time (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (collectively, the “Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”), proposed to be entered into with one or more warrant agents to be named therein, (v) stock purchase contracts (the “Stock Purchase Contracts”) obligating holders thereof to purchase from the Company, and the Company to sell to such holders, shares of Common Stock, which may be issued pursuant to one or more purchase contract agreements proposed to be entered into by the Company and one or more purchase contract agents to be named therein, (vi) stock purchase units (the “Stock Purchase Units”), each consisting of a Stock Purchase Contract and
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either Debt Securities, Preferred Stock or debt obligations of third parties, including U.S. Treasury securities, securing a holder’s obligation to purchase Common Stock, Preferred Stock or such debt obligations under the Stock Purchase Contracts and (vii) such indeterminate number of shares of Common Stock, Preferred Stock, Debt Securities or Depositary Shares as may be issuable upon conversion, exchange or exercise, as applicable, of any Warrants, Debt Securities, Preferred Stock, Depositary Shares, Stock Purchase Contracts or Stock Purchase Units (the “Indeterminate Securities”). Common Stock, Preferred Stock, the Debt Securities, the Stock Purchase Contracts, the Stock Purchase Units, the Warrants and the Indeterminate Securities are collectively referred to herein as the “Offered Securities.”
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, I have examined originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement; (ii) the Restated Certificate of Incorporation of the Company, as amended to date (the “Certificate of Incorporation”); (iii) the ByLaws of the Company, as currently in effect (the “ByLaws”); (iv) a certified copy of certain resolutions of the Board of Directors of the Company relating to the issuance and sale of the Offered Securities and related matters; (v) a specimen certificate evidencing Common Stock; (vi) the Senior Indenture; (vii) the Statement of Eligibility of the Senior Indenture Trustee on Form T-1; (viii) the Subordinated Indenture, and (ix) the Statement of Eligibility of the Subordinated Indenture Trustee on Form T-1. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions stated below.
In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, including electronic signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photocopied copies and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the terms of the Offered Preferred Shares (as defined below) will have been established so as not to violate, conflict with or constitute a default under (i) any agreement or instrument to which the Company or its property is subject, (ii) any law, rule, or regulation to which the Company is subject, (iii) any judicial or administrative order or decree of any governmental authority or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority. I have also assumed that (i) the stock certificates evidencing Preferred Stock to be issued will be in a form that complies with, and the terms of such Preferred Stock will be duly established in accordance with, the Connecticut Business Corporation Act, as amended (the “CBCA”), and (ii) the stock certificate evidencing any Common Stock issued will conform to the specimen certificate which I examined and will be duly executed and delivered.
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My opinions set forth herein are limited to those laws of the State of Connecticut that, in my experience, are normally applicable to transactions of the type contemplated by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined-on Law”). The Offered Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to those laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect. I do not express any opinion with respect to the laws of any jurisdiction other than Opined-on Law or as to the effect of any such non-Opined-on Law on the opinions herein stated. The Senior Indenture and the Subordinated Indenture provide that they are governed by the laws of the State of New York.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:
1. Except as otherwise discussed in paragraph 3 below, with respect to any shares of Common Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Common Shares”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the shares of Offered Common Shares has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the issuance and sale of the Offered Common Shares have been duly established by all necessary corporate action in conformity with the Certificate of Incorporation and the ByLaws; (iv) if the Offered Common Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Shares has been duly authorized, executed and delivered by the Company and the other parties thereto; and (v) if the Offered Common Shares are to be certificated, certificates representing the Offered Common Shares have been duly executed and delivered by the proper officers of the Company to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any prospectus supplement or term sheet relating thereto, or, if the Offered Common Shares are to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Common Shares in uncertificated form, and the Offered Common Shares, when issued and sold in accordance with the applicable underwriting agreement or any other duly authorized, executed and delivered applicable purchase agreement, will be duly authorized, legally issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof. In rendering the opinion set forth in this paragraph 1, I have assumed that, at the time of issuance of any Offered Common Shares, the Certificate of Incorporation, the ByLaws and the CBCA shall not have been amended so as to affect the validity of such issuance.
2. Except as otherwise discussed in paragraph 4 below, with respect to the shares of any series of Preferred Stock to be offered by the Company pursuant to the Registration Statement (the “Offered Preferred Shares”), when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Offered Preferred Shares has
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been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the terms of the Offered Preferred Shares and of their issuance and sale have been duly established by all necessary corporate action in conformity with the Certificate of Incorporation, including the Certificate of Amendment related to the Offered Preferred Shares (the “Certificate of Amendment”), and the Bylaws; (iv) the filing of the Certificate of Amendment with the Secretary of State of the State of Connecticut has duly occurred; (v) if the Offered Preferred Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Preferred Shares has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) if the Offered Preferred Shares are to be certificated, certificates representing the Offered Preferred Shares have been duly executed and delivered by the proper officers of the Company to the purchasers thereof against payment of the agreed-upon consideration therefor in the manner contemplated in the Registration Statement or any prospectus supplement or term sheet relating thereto, or, if the Offered Preferred Shares are to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Preferred Shares in uncertificated form, and any Offered Preferred Shares, when issued and sold in accordance with the applicable underwriting agreement or any other duly authorized, executed and delivered applicable purchase agreement, will be duly authorized, legally issued, fully paid and nonassessable, provided that the consideration therefor is not less than the par value thereof. In rendering the opinion set forth in this paragraph 2, I have assumed that, at the time of issuance of any Offered Preferred Shares, the Certificate of Incorporation, the ByLaws and the CBCA shall not have been amended so as to affect the validity of such issuance.
3. With respect to Common Stock issuable upon the conversion, exchange, exercise or settlement of any Preferred Stock, Debt Securities, Warrants, Depositary Shares, Stock Purchase Contracts or Stock Purchase Units (together, the “Convertible Securities”), which are by their terms convertible into or exchangeable, exercisable or can be settled for shares of Common Stock, the shares of Common Stock issuable upon conversion, exchange, exercise or settlement of the Convertible Securities will be duly authorized, legally issued, fully paid and nonassessable, assuming the issuance of Common Stock upon conversion, exchange, exercise or settlement of the Convertible Securities has been authorized by all necessary corporate action, that the Convertible Securities have been converted, exchanged, exercised or settled in accordance with their terms and that the certificates evidencing such shares of Common Stock are duly executed and delivered. In rendering the opinion set forth in this paragraph 3, I have assumed that, at the time of issuance of any shares of Common Stock upon conversion, exchange, exercise or settlement of the Convertible Securities, the Certificate of Incorporation, the ByLaws and the CBCA shall not have been amended so as to affect the validity of such issuance.
4. With respect to Preferred Stock issuable upon the conversion, exchange, exercise or settlement of any Convertible Securities, which are by their terms convertible into or exchangeable, exercisable or can be settled for shares of Preferred Stock, the shares of Preferred Stock issuable upon conversion, exchange, exercise or settlement of the Convertible Securities will be duly authorized, legally issued, fully paid and nonassessable, assuming the issuance of Preferred Stock upon conversion, exchange, exercise or settlement of the Convertible Securities
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has been authorized by all necessary corporate action, that the Convertible Securities have been converted, exchanged, exercised or settled in accordance with their terms and that the certificates evidencing such shares of Preferred Stock are duly executed and delivered. In rendering the opinion set forth in this paragraph 4, I have assumed that, at the time of issuance of any shares of Preferred Stock upon conversion, exchange, exercise or settlement of the Convertible Securities, the Certificate of Incorporation, the ByLaws and the CBCA shall not have been amended so as to affect the validity of such issuance.
5. With respect to the Depositary Shares, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments) becomes effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Depositary Shares has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the Deposit Agreement relating to the Depositary Shares has been duly authorized, executed and delivered, and the Depositary Shares have been duly authorized by the Board of Directors of the Company; (iv) the terms of the Depositary Shares and of their issuance and sale have been duly established in conformity with the Deposit Agreement, and provided that such terms, when established, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) if the Depositary Shares are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Depositary Shares has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) the Depositary Shares have been duly issued and sold as contemplated by the Registration Statement and consideration therefor has been received by the Company, or upon the conversion, exchange or exercise of any other Offered Security in accordance with the terms of such Offered Security or the instrument governing such Offered Security providing for such conversion, exchange or exercise, the Depositary Shares will be duly authorized.
6. With respect to the Debt Securities, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments) becomes effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Debt Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the applicable Indenture relating to the Debt Securities has been duly authorized, executed and delivered and the Debt Securities have been duly authorized by the Board of Directors of the Company; (iv) the terms of the Debt Securities and of their issuance have been duly established in conformity with the applicable Indenture, and provided that such terms, when established, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) if the Debt Securities are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Debt Securities has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) the Debt Securities have been duly executed and countersigned in accordance with the applicable Indenture and duly issued and sold as contemplated by the Registration Statement and consideration therefor has been received by the Company, or upon the conversion, exchange or exercise of any other Offered Securities in accordance with the terms of such Offered Securities or the instrument governing such Offered Securities providing for such conversion, exchange or exercise, the Debt Securities will be duly authorized.
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7. With respect to the Warrants, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Warrants has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) a Warrant Agreement relating to the Warrants has been duly authorized, executed and delivered, and the Warrants and the securities of the Company into which the Warrants are exercisable have been duly authorized by the Board of Directors of the Company; (iv) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement, and provided that such terms, when established, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) if the Warrants are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Warrants has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) the Warrants have been duly executed and countersigned in accordance with the Warrant Agreement and duly issued and sold as contemplated by the Registration Statement and consideration therefor has been received by the Company, the Warrants will be duly authorized.
8. With respect to the Stock Purchase Contracts, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Stock Purchase Contracts has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) a Stock Purchase Contract agreement relating to the Stock Purchase Contracts (the “Purchase Contract Agreement”) has been duly authorized, executed and delivered, and the Stock Purchase Contracts have been duly authorized by the Board of Directors of the Company; (iv) the terms of the Stock Purchase Contracts and of their issuance and sale have been duly established in conformity with the Purchase Contract Agreement, and provided that such terms, when established, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) if the Stock Purchase Contracts are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Stock Purchase Contracts has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) the Stock Purchase Contracts have been duly executed and countersigned in accordance with the Purchase Contract Agreement and duly issued and sold as contemplated by the Registration Statement and consideration therefor has been received by the Company, the Stock Purchase Contracts will be duly authorized.
Stanley Black & Decker, Inc.
November 4, 2026
Page 7
9. With respect to the Stock Purchase Units, when (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the Stock Purchase Units has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder; (iii) the terms of the collateral arrangements, if any, relating to the Stock Purchase Units (the “Collateral Arrangements”) have been duly authorized, executed and delivered and the Stock Purchase Units have been duly authorized by the Board of Directors of the Company; (iv) the terms of the Stock Purchase Units and of their issuance and sale have been duly established in conformity with the Collateral Arrangements, if any, and provided that such terms, when established, do not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (v) if the Stock Purchase Units are to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Stock Purchase Units has been duly authorized, executed and delivered by the Company and the other parties thereto; and (vi) the Stock Purchase Units have been duly executed and countersigned in accordance with the Collateral Arrangements, if any, and duly issued and sold as contemplated by the Registration Statement and consideration therefor has been received by the Company, the Stock Purchase Units will be duly authorized.
I hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. I also hereby consent to the reference to my name under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and I disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, |
| /s/ Donald J. Riccitelli |
| Donald J. Riccitelli |
| Vice President, Corporate Secretary |
| Stanley Black & Decker, Inc. |
Exhibit 5.2
| SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001
______
TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com
November 4, 2026 |
FIRM/AFFILIATE OFFICES ———— BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ———— ABU DHABI BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SINGAPORE TOKYO TORONTO |
Stanley Black & Decker, Inc.
1000 Stanley Drive
New Britain, CT 06053
| Re: | Stanley Black & Decker, Inc. |
| Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special United States counsel to Stanley Black & Decker, Inc., a Connecticut corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, par value $2.50 per share, of the Company (“Common Stock”), (ii) shares of preferred stock, without par value, of the Company (“Preferred Stock”), which may be issued in one or more series, which may also be issued in the form of depositary shares (the “Depositary Shares”) evidenced by depositary receipts pursuant to one or more deposit agreements (each, a “Deposit Agreement”) proposed to be entered into between the Company and one or more bank or trust companies to be named in the applicable Deposit Agreement, (iii) senior debt securities of the Company (the “Senior Debt Securities”), which may be issued in one or more series under the senior indenture, dated as of November 1, 2002 (the “Senior Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (in such capacity, the “Senior Indenture Trustee”) to JPMorgan Chase Bank N.A., and subordinated debt securities (“Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), which may be issued in one or more series under the subordinated indenture, dated as of November 22, 2005 (the “Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”), between the Company and HSBC Bank USA, N.A. (in such capacity, the
Stanley Black & Decker, Inc.
November 4, 2026
Page 2
“Subordinated Indenture Trustee” and, together with the Senior Indenture Trustee, the “Trustees”), (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements proposed to be entered into by the Company and one or more warrant agents to be named therein, (v) purchase contracts (the “Purchase Contracts”) obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, shares of Common Stock, which may be issued pursuant to one or more purchase contract agreements proposed to be entered into by the Company and one or more purchase contract agents to be named therein, (vi) purchase units of the Company (the “Purchase Units”), each consisting of a Purchase Contract and either Debt Securities, Preferred Stock or debt obligations of third parties, including U.S. Treasury securities, securing a holder’s obligation to purchase Common Stock, Preferred Stock or such debt obligations under the Purchase Contracts and (vii) such indeterminate number of shares of Common Stock, Preferred Stock or Depositary Shares and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Depositary Shares, Debt Securities, Warrants or settlement of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, the “Indeterminate Securities”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinion stated herein, we have examined and relied upon the following:
| (a) | the Registration Statement; |
| (b) | the Senior Indenture, as amended to the date hereof; |
| (c) | the Subordinated Indenture, as amended to the date hereof; |
| (d) | the Statement of Eligibility of the Senior Indenture Trustee on Form T-1; and |
| (e) | the Statement of Eligibility of the Subordinated Indenture Trustee on Form T-1. |
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Stanley Black & Decker, Inc.
November 4, 2026
Page 3
We do not express any opinion with respect to the laws of any jurisdiction other than the laws of the State of New York (“Opined-on Law”). The Debt Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.
As used herein, “Transaction Documents” means the Indentures and the supplemental indentures thereto and officer’s certificates establishing the terms of the Offered Debt Securities (as defined below).
The opinion stated below presumes that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Offered Debt Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to the Offered Debt Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if the Offered Debt Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the Board of Directors of the Company, including any duly authorized committee thereof, shall have taken all necessary corporate action to approve the issuance, sale and terms of the Offered Debt Securities and related matters, and appropriate officers of the Company have taken all related action as directed by or under the direction of the Board of Directors of the Company and (v) the terms of the applicable Transaction Documents and the issuance and sale of the Offered Debt Securities have been duly established in conformity with the certificate of incorporation of the Company so as not to violate any applicable law, the certificate of incorporation or the bylaws of the Company or result in a default under or breach of any agreement or instrument binding upon the Company or its properties, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or its properties.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that with respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters have been established in conformity with the applicable Transaction Documents, and (c) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the applicable Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.
Stanley Black & Decker, Inc.
November 4, 2026
Page 4
The opinion stated herein is subject to the following assumptions and qualifications:
(a) we do not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinion stated herein is limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b) we do not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders, or to the extent any such provision purports to waive or alter, or has the effect of waiving or altering, any statute of limitations;
(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts;
(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;
(g) the opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the “Specified Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating to any Specified Document that is not a Transaction Document;
Stanley Black & Decker, Inc.
November 4, 2026
Page 5
(h) subsequent to the effectiveness of the Indentures and immediately prior to the issuance of any series Offered Debt Securities, the Indentures have not been amended, restated, supplemented or otherwise modified in any way that affects or relates to such series of Offered Debt Securities other than by the applicable Transaction Documents relating to such series of Offered Debt Securities;
(i) this opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type;
(j) we have assumed that the laws of the State of New York will be chosen to govern any Transaction Documents entered into subsequent to the date hereof and that such choice is and will be a valid and legal provision; and
(k) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinion stated herein is subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law Sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.
In addition, in rendering the foregoing opinion we have also assumed that:
(a) the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents;
(b) the Company has the corporate power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents;
(c) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Debt Securities: (i) conflicts or will conflict with the certificate of incorporation or bylaws, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject or (iv) violates or will violate any law, rule, regulation or order to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined-on Law); and
Stanley Black & Decker, Inc.
November 4, 2026
Page 6
(d) neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the applicable Debt Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule, regulation or order of any jurisdiction.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| Very truly yours, | ||||||
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP | ||||||
| MJH | ||||||
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Stanley Black & Decker, Inc. (the “Company”) for the registration of common stock, preferred stock, debt securities, warrants, depositary shares, stock purchase contracts, and stock purchase units and to the incorporation by reference therein of our reports dated February 24, 2026, with respect to the consolidated financial statements of the Company, and the effectiveness of internal control over financial reporting of the Company, included in its Annual Report (Form 10-K) for the year ended January 3, 2026, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Hartford, Connecticut
November 4, 2026
Exhibit 24.1
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Stanley Black & Decker, Inc., a Connecticut corporation (the “Registrant”), does hereby make, constitute and appoint each of Francesca S. Campbell and Donald J. Riccitelli his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, to execute (a) a registration statement on Form S-3 relating to the registration of one or more series of securities including, without limitation, debt securities, preferred stock, common stock (including associated depositary preferred stock purchase rights included in the common stock), warrants, depositary shares, stock purchase contracts and stock purchase units of the Registrant, (b) any and all amendments and supplements thereto, including post-effective amendments, and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and (c) other instruments necessary or appropriate in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done, and to take or cause to be taken any and all such further actions in connection with such registration statement as such attorney-in-fact and agent, in his or her sole discretion, deems necessary or appropriate, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this power of attorney has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Christopher J. Nelson |
President, Chief Executive Officer and Director | |||
| Christopher J. Nelson | (Principal Executive Officer) | October 29, 2026 | ||
| /s/ Patrick D. Hallinan |
Executive Vice President, Chief Financial Officer and Chief Administrative Officer | |||
| Patrick D. Hallinan | (Principal Financial Officer) | October 29, 2026 | ||
| /s/ Scot D. Greulach |
Vice President, Chief Accounting Officer and Controller |
|||
| Scot D. Greulach | (Principal Accounting Officer) | October 29, 2026 | ||
| /s/ Susan K. Carter |
||||
| Susan K. Carter | Director | October 29, 2026 | ||
| /s/ Debra A. Crew |
||||
| Debra A. Crew | Director | October 29, 2026 | ||
| /s/ John L. Garrison, Jr. |
||||
| John L. Garrison, Jr. | Director | October 29, 2026 | ||
| /s/ Michael D. Hankin |
||||
| Michael D. Hankin | Director | October 29, 2026 | ||
| /s/ Mary A. Laschinger |
||||
| Mary A. Laschinger | Director | October 29, 2026 | ||
| /s/ Robert J. Manning |
||||
| Robert J. Manning | Director | October 29, 2026 | ||
| /s/ Adrian V. Mitchell |
||||
| Adrian V. Mitchell | Director | October 29, 2026 | ||
| /s/ Shane M. O’Kelly |
||||
| Shane M. O’Kelly | Director | October 29, 2026 | ||
| /s/ Jane M. Palmieri |
||||
| Jane M. Palmieri | Director | October 29, 2026 | ||
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) |
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
| 95-3571558 | ||
| (Jurisdiction of incorporation if not a U.S. national bank) |
(I.R.S. employer identification no.) | |
| 333 South Hope Street Suite 2525 Los Angeles, California |
90071 | |
| (Address of principal executive offices) | (Zip code) | |
STANLEY BLACK & DECKER, INC.
(Exact name of obligor as specified in its charter)
| Connecticut | 06-0548860 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
| 1000 Stanley Drive New Britian, Connecticut |
06053 | |
| (Address of principal executive offices) |
(Zip code) | |
Senior Debt Securities
(Title of the indenture securities)
| 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 | |
| Comptroller of the Currency United States Department of the Treasury | Washington, DC 20219 | |
| Federal Reserve Bank | San Francisco, CA 94105 | |
| Federal Deposit Insurance Corporation |
Washington, DC 20429 | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| 16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No.333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No.333-152875). |
- 2 -
| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-229762). |
| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Houston, and State of Texas, on the 3rd day of November, 2026.
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
| By: | /s/ Peggy Guel | |||
| Name: | Peggy Guel | |||
| Title: | Vice President | |||
- 4 -
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 333 South Hope Street, Suite 2525, Los Angeles, CA 90071
At the close of business June 30, 2026, published in accordance with Federal regulatory authority instructions.
| Dollar amounts in thousands |
||||
| ASSETS |
||||
| Cash and balances due from depository institutions: |
||||
| Noninterest-bearing balances and currency and coin |
114,578 | |||
| Interest-bearing balances |
265,675 | |||
| Securities: |
||||
| Held-to-maturity securities |
0 | |||
| Available-for-sale debt securities |
523 | |||
| Equity securities with readily determinable fair values not held for trading |
0 | |||
| Federal funds sold and securities purchased under agreements to resell: |
||||
| Federal funds sold in domestic offices |
0 | |||
| Securities purchased under agreements to resell |
0 | |||
| Loans and lease financing receivables: |
||||
| Loans and leases held for sale |
0 | |||
| Loans and leases held for investment |
0 | |||
| LESS: Allowance for credit losses on loans and leases |
0 | |||
| Loans and leases held for investment, net of allowance |
0 | |||
| Trading assets |
0 | |||
| Premises and fixed assets (including right-of-use assets) |
14,248 | |||
| Other real estate owned |
0 | |||
| Investments in unconsolidated subsidiaries and associated companies |
0 | |||
| Direct and indirect investments in real estate ventures |
0 | |||
| Intangible assets |
856,313 | |||
| Other assets |
121,260 | |||
|
|
|
|||
| Total assets |
$ | 1,372,597 | ||
|
|
|
|||
1
| LIABILITIES |
||||
| Deposits: |
||||
| In domestic offices |
2,233 | |||
| Noninterest-bearing |
2,233 | |||
| Interest-bearing |
0 | |||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased in domestic offices |
0 | |||
| Securities sold under agreements to repurchase |
0 | |||
| Trading liabilities |
0 | |||
| Other borrowed money: |
||||
| (includes mortgage indebtedness) |
0 | |||
| Not applicable |
||||
| Not applicable |
||||
| Subordinated notes and debentures |
0 | |||
| Other liabilities |
263,415 | |||
| Total liabilities |
265,648 | |||
| Not applicable |
||||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
1,000 | |||
| Surplus (exclude all surplus related to preferred stock) |
108,850 | |||
| Not available |
||||
| Retained earnings |
997,100 | |||
| Accumulated other comprehensive income |
-1 | |||
| Other equity capital components |
0 | |||
| Not available |
||||
| Total bank equity capital |
1,106,949 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
0 | |||
| Total equity capital |
1,106,949 | |||
|
|
|
|||
| Total liabilities and equity capital |
1,372,597 | |||
|
|
|
|||
I, Natalie Bobnar, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
| Natalie Bobnar | ) | CFO |
We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
| Elizabeth Lyndon, Managing Director | ) | |||
| Kevin C. Weeks, President | ) | Directors (Trustees) | ||
| Fernando A. Costa, Managing Director | ) |
2
Exhibit 25.2
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |
HSBC Bank USA, National Association
(Exact name of trustee as specified in its charter)
| N/A | 20-1177241 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) |
HSBC Bank USA, National Association
66 Hudson Boulevard East
New York, NY 10001
Tel: (212) 525-1309
(Name, address and telephone number of agent for service)
(Address of principal executive offices)
STANLEY BLACK & DECKER, INC.
(Exact name of obligor as specified in its charter)
| CONNECTICUT | 06-0548860 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1000 Stanley Drive New Britain, Connecticut |
06053 | |
| (Address of principal executive offices) | (Zip Code) | |
Subordinated Debt Securities
(Title of Indenture Securities)
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it is subject.
Comptroller of the Currency, New York, NY.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None
Items 3-15. Not Applicable
Item 16. List of Exhibits
Exhibit
| T1A(i) | (1) | Copy of the Articles of Association of HSBC Bank USA, National Association. | ||
| T1A(ii) | (1) | Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business. | ||
| T1A(iii) | (2) | Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association | ||
| T1A(iv) | (1) | Copy of the existing By-Laws of HSBC Bank USA, National Association. | ||
| T1A(v) | Not applicable. | |||
| T1A(vi) | (2) | Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939. | ||
| T1A(vii) | Copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervisory or examining authority. | |||
| T1A(viii) | Not applicable. | |||
| T1A(ix) | Not applicable. | |||
| (1) | Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto. |
| (2) | Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 29th day of October, 2026.
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| By: | /s/ Fernando Acebedo | |
| Fernando Acebedo | ||
| Vice President | ||
Exhibit T1A(vii)
Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031 Institution Name City HSBC BANK USA, NATIONAL ASSOCIATION TYSONS State VA Zip Code 22102 Call Report Report Date 6/30/2026 Report Type 031 RSSD-ID 413208 FDIC Certificate Number 57890 OCC Charter Number 24522 ABA Routing Number 21001088 Last updated on 8/4/2026
Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031 Report at the close of business June 30, 2026 This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State non member banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). (20260630) (RCON 9999) Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. 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 non member banks and three directors for state member banks, national banks, and savings associations. I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct. Signature of Chief Financial Officer (or Equivalent) Director (Trustee) Date of Signature Director (Trustee) Director (Trustee) Submission of Reports Each bank must file its Reports of Condition and Income (Call Report) data by either: 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 datacollection (https://cdr.ffiec.gov/cdr/), or Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data in to 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 CDR.Help@cdr.ffiec.gov. FDIC Certificate Number 57890 (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. HSBC BANK USA, NATIONAL ASSOCIATION Legal Title of Bank (RSSD 9017) TYSONSCity (RSSD 9130) VA 22102 State Abbreviation (RSSD 9200) Zip Code (RSSD 9220) The estimated average burden associated with this information collection is 50.4 hours per respondent and is estimated to vary from 20 to 775 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
Consolidated Reports of Condition and Income for A Bank With Domestic and Fo Signature Page 1 Table of Contents 2 Emergency Contact Information. 4 Contact Information for the Reports of Condition and Income 4 Emergency Contact Information. 5 Bank Demographic Information(Form Type - 031) 6 Contact Information(Form Type - 031) 6 Schedule RI - Income Statement(Form Type - 031) 8 Schedule RI-A - Changes in Bank Equity Capital(Form Type - 031) 11 Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases(Form Type - 031) 12 Schedule RI-B Part II - Changes in Allowances for Credit Losses(Form Type - 031) 13 Schedule RI-C - Disaggregated Data on the Allowances for Credit Losses(Form Type - 031) 14 Schedule RI-D - Income from Foreign Offices(Form Type - 031) 14 Schedule RI-E - Explanations (Form Type - 031) 15 Schedule RC - Balance Sheet(Form Type - 031) 17 Schedule RC-A - Cash and Balances Due From Depository Institutions(Form Type - 031) 18 Schedule RC-B - Securities(Form Type - 031) 19 Schedule RC-C Part I - Loans and Leases(Form Type - 031) 22 reign Offices - FFIEC 031 Table of Contents 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. Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Legend: NR - Not Reported, CONF - Confidential, Accessible
Schedule RC-R Part I - Regulatory Capital Components and Ratios(Form Type - 031) 55 Schedule RC-R Part II - Risk-Weighted Assets(Form Type - 031) 59 Schedule RC-S - Servicing Securitization and Asset Sale Activities(Form Type - 031) 69 Schedule RC-T - Fiduciary and Related Services(Form Type - 031) 70 Schedule RC-V - Variable Interest Entities(Form Type - 031) 72 Optional Narrative Statement Concerning the Amounts Reported in the Consolidated Reports of Condition and Income(Form Type - 031) 73 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. Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Legend: NR - Not Reported, CONF - Confidential, Accessible
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 CONF Name (TEXT C490) CONF Title (TEXT C491) CONF E-mail Address (TEXT C492) CONF Area Code / Phone Number / Extension (TEXT C493) CONF Area Code / FAX Number (TEXT C494) Other Person to Whom Questions about the Reports Should be Directed CONF Name (TEXT C495) CONF Title (TEXT C496) CONF E-mail Address (TEXT 4086) CONF AreaCode / Phone Number / Extension (TEXT 8902) CONF Area Code / FAX Number (TEXT 9116) Emergency Contact Information This information is being requested so the Agencies can distribute critical, time-sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public
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 CONF Name (TEXT C437) CONF Title (TEXT C438) CONF E-mail Address (TEXT C439) CONF Area Code / Phone Number / Extension (TEXT C440) Secondary Contact CONF Name (TEXT C442) CONF Title (TEXT C443) CONF E-mail Address (TEXT C444) CONF Area Code / Phone Number / Extension (TEXT 8902)
Bank Demographic Information(Form Type - 031) Dollar amounts in thousands 1. 2. 3. 4. 5. 6. 7. (RCON9224) 1IE8VN30JCEQV1H4R804 (RSSD9017) HSBC Bank USA N.A. 1. Reporting date. RCON9999 20260630 FDIC certificate number Legal title of bankCityState abbreviation........................................................................................................................................................ Zip code....................................................................................................................................................................... Legal Entity Identifier (LEI) (Report only if your institution already has an LEI.)......................................................... RSSD9050 57890 RSSD9017 Click here for value RSSD9130 Tyson RSSD9200 VA RSSD9220 22102 RCON9224 Click here for value Contact Information(Form Type - 031) Dollar amounts in thousands 1. Reporting date.RCON9999 20260630 FDIC certificate number............................................................................................................................................... Legal title of bank........................................................................................................................................................ City.............................................................................................................................................................................. State abbreviation........................................................................................................................................................ Zip code....................................................................................................................................................................... Legal Entity Identifier (LEI) (Report only if your institution already has an LEI.)......................................................... RSSD9050 57890 RSSD9017 Click here for value RSSD9130 Tyson RSSD9200 VA RSSD9220 22102 RCON9224 Click here for value Contact Information for the Reports of Condition and Income Chief Financial Officer (or Equivalent) Signing the Reports Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... FAX............................................................................................................................................................... Other Person to Whom Questions about the Reports Should be Directed Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... FAX............................................................................................................................................................... Person to whom questions about Schedule RC-T - Fiduciary and Related Services should be directed Name and Title..................................................................................................................................................... E-mail Address..................................................................................................................................................... Telephone............................................................................................................................................................. FAX....................................................................................................................................................................... Emergency Contact Information Primary Contact Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... FAX............................................................................................................................................................... Secondary Contact Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... FAX............................................................................................................................................................... USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information Primary Contact TEXTC490 CONF TEXTC491 CONF TEXTC492 CONF TEXTC493 CONF TEXTC494 CONF TEXTC495 CONF TEXTC496 CONF TEXT4086 CONF TEXT8902 CONF TEXT9116 CONF TEXTB962 CONF TEXTB926 CONF TEXTB963 CONF TEXTB964 CONF TEXTC366 CONF TEXTC367 CONF TEXTC368 CONF TEXTC369 CONF TEXTC370 CONF TEXTC371 CONF TEXTC372 CONF TEXTC373 CONF TEXTC374 CONF TEXTC375 CONF
Dollar amounts in thousands Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... Secondary Contact Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... Third Contact Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... Fourth Contact Name............................................................................................................................................................ Title............................................................................................................................................................... E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... Chief Executive Officer Contact Information Chief Executive Officer Name............................................................................................................................................................ E-mail Address.............................................................................................................................................. Telephone...................................................................................................................................................... FAX TEXTC437 CONF TEXTC438 CONF TEXTC439 CONF TEXTC440 CONF TEXTC442 CONF TEXTC443 CONF TEXTC444 CONF TEXTC445 CONF TEXTC870 CONF TEXTC871 CONF TEXTC872 CONF TEXTC873 CONF TEXTC875 CONF TEXTC876 CONF TEXTC877 CONF TEXTC878 CONF TEXTFT42 CONF TEXTFT44 CONF TEXTFT43 CONF TEXTFT45 CONF
Schedule RI - Income Statement(Form Type - 031) All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. Dollar amounts in thousands Interest income: Interest and fee income on loans: In domestic offices: Loans secured by real estate: Loans secured by 1-4 family residential properties........................................................................ All other loans secured by real estate............................................................................................ Loans to finance agricultural production and other loans to farmers..................................................... Commercial and industrial loans............................................................................................................ Loans to individuals for household, family, and other personal expenditures: Credit cards.................................................................................................................................... Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)................................................................................................................................................. Loans to foreign governments and official institutions........................................................................... All other loans in domestic offices.......................................................................................................... In foreign offices, Edge and Agreement subsidiaries, and IBFs................................................................... Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)).......................................... Income from lease financing receivables............................................................................................................. 1 Interest income on balances due from depository institutions ............................................................................ Interest and dividend income on securities: U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities). Mortgage-backed securities.......................................................................................................................... All other securities (includes securities issued by states and political subdivisions in the U.S.)................... Interest income from trading assets..................................................................................................................... Interest income on federal funds sold and securities purchased under agreements to resell............................... Other interest income........................................................................................................................................... Total interest income (sum of items 1.a.(3) through 1.g)...................................................................................... Interest expense: Interest on deposits: Interest on deposits in domestic offices: Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)........................................................................................................ Nontransaction accounts: Savings deposits (includes MMDAs).............................................................................................. Time deposits of $250,000 or less.................................................................................................. Time deposits of more than $250,000............................................................................................ Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs................................... Expense of federal funds purchased and securities sold under agreements to repurchase................................ Interest on trading liabilities and other borrowed money...................................................................................... Interest on subordinated notes and debentures................................................................................................... Total interest expense (sum of items 2.a through 2.d).......................................................................................... Net interest income (item 1.h minus 2.e)..................................................................................................................... 1 Provisions for credit losses ........................................................................................................................................ Noninterest income: 2 Income from fiduciary activities .......................................................................................................................... Service charges on deposit accounts in domestic offices RIAD4435 423,138 RIAD4436 52,386 RIAD4024 4,110 RIAD4012 619,442 RIADB485 8,086 RIADB486 3,465 RIAD4056 37 RIADB487 287,596 RIAD4059 0 RIAD4010 1,398,260 RIAD4065 0 RIAD4115 428,584 RIADB488 403,478 RIADB489 525,560 RIAD4060 96,202 RIAD4069 242,130 RIAD4020 121,115 RIAD4518 28,834 RIAD4107 3,244,163 RIAD4508 774,978 RIAD0093 478,590 RIADHK03 132,157 RIADHK04 225,221 RIAD4172 84,912 RIAD4180 117,626 RIAD4185 71,294 RIAD4200 45,663 RIAD4073 1,930,441 RIAD4074 1,313,722 RIADJJ33 6,589 RIAD4070 83,963 RIAD4080 109,735 Includes interest income on time certificates of deposit not held for trading. Institutions should report in item 4, the provisions for credit losses for all financial assets and off-balance-sheet credit exposures. 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
Dollar amounts in thousands 3 Trading revenue ................................................................................................................................................... Income from securities-related and insurance activities: Fees and commissions from securities brokerage........................................................................................ Investment banking, advisory, and underwriting fees and commissions....................................................... Fees and commissions from annuity sales................................................................................................... Underwriting income from insurance and reinsurance activities................................................................... Income from other insurance activities......................................................................................................... Venture capital revenue........................................................................................................................................ Net servicing fees.................................................................................................................................................. Net securitization income..................................................................................................................................... Not applicable Net gains (losses) on sales of loans and leases................................................................................................... Net gains (losses) on sales of other real estate owned......................................................................................... Net gains (losses) on sales of other assets4........................................................................................................ Other noninterest income*..................................................................................................................................... Total noninterest income (sum of items 5.a through 5.l)...................................................................................... Not available Realized gains (losses) on held-to-maturity securities......................................................................................... Realized gains (losses) on available-for-sale debt securities............................................................................... Noninterest expense: Salaries and employee benefits........................................................................................................................... Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest).................................................................................................................................................... Not available Goodwill impairment losses.......................................................................................................................... Amortization expense and impairment losses for other intangible assets.................................................... Other noninterest expense*.................................................................................................................................. Total noninterest expense (sum of items 7.a through 7.d).................................................................................... Not available 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)........ Change in net unrealized holding gains (losses) on equity securities not held for trading5................................. Income (loss) before applicable income taxes and discontinued operations (sum of items 8.a and 8.b)............. Applicable income taxes (on item 8.c)......................................................................................................................... Income (loss) before discontinued operations (item 8.c minus item 9)...................................................................... Discontinued operations, net of applicable income taxes (Describe on Schedule RI-E - Explanations)*.................. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11)................. 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)............................................................................................................................. Net income (loss) attributable to bank (item 12 minus item 13)................................................................................. 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............................................................................................................... Memorandum item 2 is to be completed by banks with $1 billion or more in total assets Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8)1.................................................................................................................................................................................... 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)............................................................................................................................................................ Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))..................................................................................................................................................................... Number of full-time equivalent employees at end of current period (round to nearest whole number RIADA220 412,360 RIADC886 208 RIADC888 15,072 RIADC887 0 RIADC386 0 RIADC387 0 RIADB491 0 RIADB492 5,885 RIADB493 0 RIAD5416 -5,740 RIAD5415 -194 RIADB496 -960 RIADB497 430,670 RIAD4079 1,050,999 RIAD3521 0 RIAD3196 16,463 RIAD4135 246,591 RIAD4217 21,067 RIADC216 0 RIADC232 0 RIAD4092 1,041,435 RIAD4093 1,309,093 RIADHT69 1,065,502 RIADHT70 -1,240 RIAD4301 1,064,262 RIAD4302 241,721 RIAD4300 822,541 RIADFT28 0 RIADG104 822,541 RIADG103 0 RIAD4340 822,541 RIAD4513 21 RIAD8431 143 RIAD4313 0 RIAD4507 28 RIAD4150 1731 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. Exclude net gains (losses) on sales of trading assets and held-to-maturity and available-for-sale debt securities. *. Describe on Schedule RI-E-Explanations. Item 8.b is to be completed by all institutions. See the instructions this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. The asset-size tests are based on the total assets reported on the June 30, 2025, Report of Condition
Dollar amounts in thousands Not applicable If the reporting institution has applied pushdown accounting this calendar year, report the date of the institution’s acquisition (see instructions)2......................................................................................................................................... Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.e must equal Schedule RI, item 5.c): Memorandum items 8.a through 8.e are to be completed by banks that reported average trading assets (Schedule RC-K, item 7) of $2 million or more for any quarter of the preceding calendar year. Interest rate exposures......................................................................................................................................... Foreign exchange exposures............................................................................................................................... Equity security and index exposures.................................................................................................................... Commodity and other exposures......................................................................................................................... Credit exposures.................................................................................................................................................. Memorandum items 8.f through 8.h are to be completed by banks with $100 billion or more in total assets that are required to complete Schedule RI, Memorandum items 8.a through 8.e, above. Impact on trading revenue of changes in the creditworthiness of the bank’s derivatives counterparties on the bank’s derivative assets (year-to-date changes) (included in Memorandum items 8.a through 8.e above): Gross credit valuation adjustment (CVA)...................................................................................................... CVA hedge.................................................................................................................................................... Impact on trading revenue of changes in the creditworthiness of the bank on the bank’s derivative liabilities (year-to-date changes) (included in Memorandum items 8.a through 8.e above): Gross debit valuation adjustment (DVA)....................................................................................................... DVA hedge.................................................................................................................................................... Gross trading revenue, before including positive or negative net CVA and net DVA............................................ Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account:1 Net gains (losses) on credit derivatives held for trading....................................................................................... Net gains (losses) on credit derivatives held for purposes other than trading...................................................... Credit losses on derivatives (see instructions).......................................................................................................... Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year?............................................................................................................................................................................... Not applicable Memorandum item 13 is to be completed by banks that have elected to account for assets and liabilities under a fair value option. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option: Net gains (losses) on assets................................................................................................................................ Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk.................. Net gains (losses) on liabilities............................................................................................................................. Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk............. Not applicable Memorandum item 15 is to be completed by institutions with $1 billion or more in total assets that answered “Yes” to Schedule RC-E, Part I, Memorandum item 5. Components of service charges on deposit accounts in domestic offices (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b): 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........................ 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........... 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........... All other service charges on deposit accounts..................................................................................................... Report the date in YYYYMMDD format. For example, a bank acquired on March 1, 2025, would report 20250301. The asset-size tests are based on the total assets reported on the June 30, 2025, Report of Condition.
Schedule RI-A - Changes in Bank Equity Capital(Form Type - 031) Dollar amounts in thousands Total bank equity capital most recently reported for the December 31, 2025, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)..................................................................................................... Cumulative effect of changes in accounting principles and corrections of material accounting errors*....................... Balance end of previous calendar year as restated (sum of items 1 and 2)................................................................ Net income (loss) attributable to bank (must equal Schedule RI, item 14).................................................................. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)................... Treasury stock transactions, net.................................................................................................................................. Changes incident to business combinations, net......................................................................................................... LESS: Cash dividends declared on preferred stock.................................................................................................... LESS: Cash dividends declared on common stock..................................................................................................... 1 Other comprehensive income .................................................................................................................................. Other transactions with stockholders (including a parent holding company) (not included in items 5, 6, 8, or 9 above)*............................................................................................................................................................................ Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a)..
Dollar amounts in thousands (Column A) Charge-offs Calendar year-to-date (Column B) Recoveries Calendar year-to-date Loans secured by real estate: Construction, land development, and other land loans in domestic offices: 1-4 family residential construction loans................................................................. Other construction loans and all land development and other land loans............... Secured by farmland in domestic offices........................................................................ Secured by 1-4 family residential properties in domestic offices: Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit..................................................................................................... Closed-end loans secured by 1-4 family residential properties: Secured by first liens........................................................................................ Secured by junior liens..................................................................................... Secured by multifamily (5 or more) residential properties in domestic offices................ Secured by nonfarm nonresidential properties in domestic offices: Loans secured by owner-occupied nonfarm nonresidential properties................... Loans secured by other nonfarm nonresidential properties.................................... In foreign offices.............................................................................................................. Not applicable Loans to finance agricultural production and other loans to farmers..................................... Commercial and industrial loans: To U.S. addressees (domicile)........................................................................................ To non-U.S. addressees (domicile)................................................................................. Loans to individuals for household, family, and other personal expenditures: Credit cards.................................................................................................................... Automobile loans............................................................................................................ Other (includes revolving credit plans other than credit cards and other consumer loans)................................................................................................................................. Loans to foreign governments and official institutions........................................................... All other loans........................................................................................................................ Lease financing receivables: Leases to individuals for household, family, and other personal expenditures............... All other leases............................................................................................................... Total (sum of items 1 through 8)............................................................................................ 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...................... Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, part I, item 1, above).................................................................................................................. Not applicable RIADC891 0 RIADC892 0 RIADC893 0 RIADC894 0 RIAD3584 0 RIAD3585 0 RIAD5411 69 RIAD5412 479 RIADC234 1,898 RIADC217 3,943 RIADC235 26 RIADC218 51 RIAD3588 0 RIAD3589 22 RIADC895 0 RIADC896 0 RIADC897 0 RIADC898 0 RIADB512 0 RIADB513 0 RIAD4655 0 RIAD4665 0 RIAD4645 48,019 RIAD4617 2,834 RIAD4646 0 RIAD4618 0 RIADB514 3,697 RIADB515 1,919 RIADK129 0 RIADK133 0 RIADK205 71 RIADK206 87 RIAD4643 0 RIAD4627 0 RIAD4644 0 RIAD4628 56 RIADF185 0 RIADF187 0 RIADC880 0 RIADF188 0 RIAD4635 53,780 RIAD4605 9,391 RIAD5409 0 RIAD5410 0 RIAD4652 0 RIAD4662 0
Schedule RI-B Part II - Changes in Allowances for Credit Losses(Form Type - 031) 1. 2. 3. 4. 5. 6. 7.
Dollar amounts in thousands Allocated transfer risk reserve included in Schedule RI-B, Part II, item 7, column A, above....................................... 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. Separate valuation allowance for uncollectible retail credit card fees and finance charges........................................ Amount of allowance for credit losses on loans and leases
attributable to retail credit card fees and finance charges. Not applicable Provisions for credit losses on other financial assets measured at amortized cost (not included in item 5, above)..... Allowance for credit losses on other financial assets
measured at amortized cost (not included in item 7, above)..... Provisions for credit losses on off-balance-sheet credit exposures............................................................................. 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). The sum of item 5, column A through C, plus
Schedule RI-B, Part II, Memorandum items 5 and 7, below must equal Schedule RI, item 4. *. Describe on Schedule RI-E - Explanations. .1. 1.c.2. 1.c.2.a. 1.c.2.b. 1.d. 1.e. 1.e.1. 1.e.2. 1.f. 2. 3. 4. 4.a. 4.b. 5. 5.a. 5.b. 5.c. 6. 7. 8. 8.a. 8.b. 9.
M.1. M.2.
Schedule RI-C - Disaggregated Data on the Allowances for Credit Losses(Form Type - 031) Dollar amounts in thousands (Column A) Amortized Cost (Column B) Allowance Balance Real estate loans: Construction loans.......................................................................................................... Commercial real estate loans......................................................................................... Residential real estate loans........................................................................................... Commercial loans2 .............................................................................................................. .. Credit cards........................................................................................................................... Other consumer loans........................................................................................................... Unallocated, if any................................................................................................................. 3 Total (sum of items 1.a. through 5) ....................................................................................... RCFDJJ04 42,698 RCFDJJ12 277 RCFDJJ05 1,172,330 RCFDJJ13 72,440 RCFDJJ06 19,957,263 RCFDJJ14 -9,777 RCFDJJ07 33,200,035 RCFDJJ15 278,350 RCFDJJ08 172,406 RCFDJJ16 10,075 RCFDJJ09 138,884 RCFDJJ17 1,578 RCFDJJ18 0 RCFDJJ11 54,683,616 RCFDJJ19 352,943 1. 1.a. 1.b. 1.c. 2. 3. 4. 5. 6. Dollar amounts in thousands 7. 8. 9. 10. 11. Schedule RI-D - Income from Foreign Offices(Form Type - 031) For all banks with foreign offices (including Edge or Agreement subsidiaries and IBFs) and total foreign office assets of $10 billion or more where foreign office revenues, assets, or net income exceed 10 percent of consolidated total revenues, total assets, or net income. Dollar amounts in thousands 1. 2. 3. 4. 4.a. 4.b. 4.c. 4.d. 5. 6. 7. 8. 9. 10. 11. 12. 13. Include all loans and leases not reported as real estate loans, credit cards, or other consumer loans in item 1, 3, or 4 of Schedule RI-C. Item 6, column B must equal schedule RC, item 4.c. Item 11 must equal Schedule RI-B, Part II, item 7, column B
Schedule RI-E - Explanations (Form Type - 031) Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail
all adjustments in Schedule RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.) Dollar
amounts in thousands
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: Income and fees from the printing and sale of checks......................................................................................... Earnings on/increase in value of cash surrender value of life
insurance.............................................................. Income and fees from automated teller machines (ATMs)................................................................................... Rent and other income from other real
estate owned.......................................................................................... Safe deposit box
rent............................................................................................................................................ Bank card and credit card interchange
fees.......................................................................................................... Income and fees from wire
transfers.................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... 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: Data processing expenses................................................................................................................................... Advertising and marketing
expenses.................................................................................................................... Directors’
fees....................................................................................................................................................... Printing, stationery, and
supplies..........................................................................................................................
Postage................................................................................................................................................................ Legal fees and
expenses....................................................................................................................................... FDIC deposit insurance
assessments.................................................................................................................. Accounting and auditing
expenses....................................................................................................................... Consulting and advisory
expenses........................................................................................................................ Automated teller machine (ATM) and interchange
expenses................................................................................ Telecommunications expenses............................................................................................................................. Other
real estate owned expenses........................................................................................................................ Insurance expenses (not included in employee expenses, premises and fixed asset expenses, and other
real estate owned expenses).......................................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... Disclose component and the dollar amount of that component: Describe
component..................................................................................................................................... Amount of
component................................................................................................................................... Discontinued operations and applicable income tax effect (from Schedule RI, item 11) (itemize and describe
each discontinued operation): Disclose component, the gross dollar amount of that component, and its related income tax: Describe
component..................................................................................................................................... Amount of component...
3. Applicable income tax effect......................................................................................................................... RIADFT30 0 b. Disclose component, the gross dollar amount of that component, and its related income tax: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Applicable income tax effect......................................................................................................................... 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): Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions): Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Adjustments to allowances for credit losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments): Initial allowances for credit losses recognized upon the acquisition of purchased credit-deteriorated assets1..... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): Comments?.......................................................................................................................................................... Other explanations............................................................................................................................................... TEXTFT31 NR RIADFT31 0 RIADFT32 0 TEXTB526 NR RIADB526 0 TEXTB527 NR RIADB527 0 TEXT4498 Click here for value RIAD4498 -16,336 TEXT4499 NR RIAD4499 0 RIADJJ27 0 TEXT4521 Click here for value RIAD4521 17,783 TEXT4522 NR RIAD4522 0 RIAD4769 Yes TEXT4769 Click here for value (TEXT4461) Income from Affiliates (TEXT4462) Commitment facility line fees (TEXT4463) Fee income on letters of credit (TEXT4464) Operating expenses paid to Affiliates (TEXT4498) Employee Benefit Plan (TEXT4521) Foreign Currency Translation
Schedule RC - Balance Sheet(Form Type - 031) All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Dollar amounts in thousands Cash and balances due from depository institutions (from Schedule RC-A): 1 Noninterest-bearing balances and currency and coin ........................................................................................ 2 Interest-bearing balances ................................................................................................................................... Securities: Held-to-maturity securities (from Schedule RC-B, column A)3............................................................................ Available-for-sale debt securities (from Schedule RC-B, column D).................................................................... Equity securities with readily determinable fair values not held for trading4......................................................... Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices................................................................................................................. 5 Securities purchased under agreements to resell .............................................................................................. Loans and lease financing receivables (from Schedule RC-C): Loans and leases held for sale............................................................................................................................. Loans and leases held for investment.................................................................................................................. LESS: Allowance for credit losses on loans and leases....................................................................................... Loans and leases held for investment, net of allowance (item 4.b minus 4.c)...................................................... Trading assets (from Schedule RC-D)......................................................................................................................... Premises and fixed assets (including right-of-use assets).......................................................................................... Other real estate owned (from Schedule RC-M)......................................................................................................... Investments in unconsolidated subsidiaries and associated companies..................................................................... Direct and indirect investments in real estate ventures............................................................................................... Intangible assets (from Schedule RC-M)................................................................................................................... 6 Other assets (from Schedule RC-F) ........................................................................................................................ Total assets (sum of items 1 through 11)................................................................................................................... Deposits: In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)........................................... Noninterest-bearing8..................................................................................................................................... Interest-bearing............................................................................................................................................. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)........................... Noninterest-bearing...................................................................................................................................... Interest-bearing............................................................................................................................................. Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices9..................................................................................................... Securities sold under agreements to repurchase10.............................................................................................. Trading liabilities (from Schedule RC-D).................................................................................................................... Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M).................................................. Not applicable Not applicable 1 Subordinated notes and debentures ........................................................................................................................ Other liabilities (from Schedule RC-G)..........
Dollar amounts in thousands 21. Total liabilities (sum of items 13 through 20).............................................................................................................. RCFD2948 156,499,017 21. 22. Not applicable 22. 23. Perpetual preferred stock and related surplus........................................................................................................... RCFD3838 1,500,000 23. 24. Common stock........................................................................................................................................................... RCFD3230 2,001 24. 25. Surplus (exclude all surplus related to preferred stock)............................................................................................. RCFD3839 12,996,311 25. 26. Not available 26. a. Retained earnings................................................................................................................................................ RCFD3632 3,512,620 26.a. b. Accumulated other comprehensive income2........................................................................................................ RCFDB530 -1,408,671 26.b. 3 c. Other equity capital components ........................................................................................................................ RCFDA130 0 26.c. 27. Not available 27. a. Total bank equity capital (sum of items 23 through 26.c)..................................................................................... RCFD3210 16,602,261 27.a. b. Noncontrolling (minority) interests in consolidated subsidiaries........................................................................... RCFD3000 0 27.b. 28. Total equity capital (sum of items 27.a and 27.b)...................................................................................................... RCFDG105 16,602,261 28. 29. Total liabilities and equity capital (sum of items 21 and 28)....................................................................................... RCFD3300 173,101,278 29. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2025......................... RCFD6724 NR M.1. 2. Bank’s fiscal year-end date (report the date in MMDD format)................................................................................... RCON8678 NR M.2. Schedule RC-A - Cash and Balances Due From Depository Institutions(Form Type - 031) Exclude assets held for trading. 1. 1.a. 1.b. 2. 3. 4. 5. Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments. Includes treasury stock and unearned Employee Stock Ownership Plan shares
Schedule RC-B - Securities(Form Type - 031) Exclude assets held for trading. Dollar amounts in thousands (Column A) Held-to-maturity Amortized Cost (Column B) Held-to-maturity Fair Value (Column C) Available-for-sale Amortized Cost (Column D) Available-for-sale Fair Value U.S. Treasury securities.............................................................. U.S. Government agency and sponsored agency obligations (exclude mortgage-backed securities)1.......................................... Securities issued by states and political subdivisions in the U.S.................................................................................................. Mortgage-backed securities (MBS): Residential mortgage pass-through securities: Guaranteed by GNMA.................................................. Issued by FNMA and FHLMC...................................... Other pass-through securities...................................... Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS): Issued or guaranteed by U.S. Government agencies or sponsored agencies1 ...................................................... . Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencie 1 .............. s . All other residential MBS.............................................. Commercial MBS: Commercial mortgage pass-through securities: Issued or guaranteed by FNMA, FHLMC, or GNMA....................................................................... Other pass-through securities............................... Other commercial MBS: Issued or guaranteed by U.S. Government agencies or sponsored agencie 1............................ s All other commercial MBS..................................... Asset-backed securities and structured financial products: Asset-backed securities (ABS)............................................ Structured financial products............................................... Other debt securities: Other domestic debt securities............................................ Other foreign debt securities................................................ Unallocated portfolio layer fair value hedge basis adjustments... Total (sum of items 1 through 7)2 .............................................. .. RCFD0211 5,979,908 RCFD0213 5,912,918 RCFD1286 15,518,865 RCFD1287 15,386,152 RCFDHT50 0 RCFDHT51 0 RCFDHT52 483,402 RCFDHT53 489,170 RCFD8496 1,804 RCFD8497 1,798 RCFD8498 0 RCFD8499 0 RCFDG300 12,303,378 RCFDG301 12,154,833 RCFDG302 4,493,455 RCFDG303 4,113,296 RCFDG304 226,490 RCFDG305 211,997 RCFDG306 2,908,181 RCFDG307 2,347,514 RCFDG308 0 RCFDG309 0 RCFDG310 55 RCFDG311 55 RCFDG312 1,231,729 RCFDG313 1,133,565 RCFDG314 6,370,578 RCFDG315 5,733,938 RCFDG316 0 RCFDG317 0 RCFDG318 0 RCFDG319 0 RCFDG320 377 RCFDG321 391 RCFDG322 0 RCFDG323 0 RCFDK142 611,462 RCFDK143 579,441 RCFDK144 5,698 RCFDK145 5,666 RCFDK146 0 RCFDK147 0 RCFDK148 0 RCFDK149 0 RCFDK150 133,782 RCFDK151 125,751 RCFDK152 88,500 RCFDK153 71,435 RCFDK154 0 RCFDK155 0 RCFDK156 0 RCFDK157 0 RCFDC026 0 RCFDC988 0 RCFDC989 86,460 RCFDC027 77,695 RCFDHT58 0 RCFDHT59 0 RCFDHT60 208,650 RCFDHT61 208,889 RCFD1737 0 RCFD1738 0 RCFD1739 0 RCFD1741 0 RCFD1742 0 RCFD1743 0 RCFD1744 4,372,240 RCFD1746 4,383,009 RCFDMG95 NR RCFD1754 20,488,930 RCFD1771 20,120,694 RCFD1772 34,536,084 RCFD1773 32,816,819 1. 2. 3. 4. 4.a. 4.a.1. 4.a.2. 4.a.3. 4.b. 4.b.1. 4.b.2. 4.b.3. 4.c. 4.c.1. 4.c.1.a. 4.c.1.b. 4.c.2. 4.c.2.a. 4.c.2.b. 5. 5.a. 5.b. 6. 6.a. 6.b. 7.
Dollar amounts in thousands Pledged securities1..................................................................................................................................................... Maturity and repricing data for debt securities (excluding those in nonaccrual status):1 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 2 closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: Three months or less.................................................................................................................................... Over three months through 12 months......................................................................................................... Over one year through three years............................................................................................................... Over three years through five years.............................................................................................................. Over five years through 15 years.................................................................................................................. Over 15 years................................................................................................................................................ Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a 2 remaining maturity or next repricing date of: Three months or less.................................................................................................................................... Over three months through 12 months......................................................................................................... Over one year through three years............................................................................................................... Over three years through five years.............................................................................................................. Over five years through 15 years.................................................................................................................. Over 15 years................................................................................................................................................ Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of:5 Three years or less....................................................................................................................................... Over three years........................................................................................................................................... Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)................................................................................................................................................................ Memorandum item 3 is to be completed semiannually in the June and December reports only. 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).................................................................. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6): Amortized cost..................................................................................................................................................... Fair value.............................................................................................................................................................. M.1. M.2. M.2.a. M.2.a.1. M.2.a.2. M.2.a.3. M.2.a.4. M.2.a.5. M.2.a.6. M.2.b. M.2.b.1. M.2.b.2. M.2.b.3. M.2.b.4. M.2.b.5. M.2.b.6. M.2.c. M.2.c.1. M.2.c.2. M.2.d. M.3. M.4. M.4.a.
Dollar amounts in thousands (Column A) Held-to-maturity Amortized Cost (Column 8) Held-to-maturity Fair Value (Column C) Available-for-sale Amortized Cost (Column D) Available-for-sale Fair Value Memorandum items 5.a through 5.f and 6.a through 6.g are to be completed by banks with $10 billion or more in total assets. 5. Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a):1 a. Credit card receivables........................................................ b. Home equity lines................................................................ c. Automobile loans................................................................. d. Other consumer loans......................................................... e. Commercial and industrial loans......................................... f. Other..................................................................................... 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...... b. Trust preferred securities issued by real estate investment trusts........................................................................................ c. Corporate and similar loans................................................. d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs)............................ e. 1-4 family residential MBS not issued or guaranteed by GSEs....................................................................................... f. Diversified (mixed) pools of structured financial products...... g. Other collateral or reference assets..................................... 7. Guaranteed by U.S. Government agencies or sponsored agencies included in Schedule RC-B, item 5.b.............................................. RCFDB838 0 RCFDB839 0 RCFDB840 0 RCFDB841 0 RCFDB842 0 RCFDB843 0 RCFDB844 7,919 RCFDB845 7,587
Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices 1. Loans secured by real estate1............................................................................................... a. Construction, land development, and other land loans: 1. 1-4 family residential construction loans................................................................. 2. Other construction loans and all land development and other land loans............... b. Secured by farmland (including farm residential and other improvements).................... c. Secured by 1-4 family residential properties: 1. Revolving, open-end loans secured by 1-4 family residential properties and e¨tended under lines of credit..................................................................................................... 2. Closed-end loans secured by 1-4 family residential properties: a. Secured by first liens........................................................................................ b. Secured by junior liens..................................................................................... d. Secured by multifamily (5 or more) residential properties.............................................. e. Secured by nonfarm nonresidential properties: 1. Loans secured by o©ner-occupied nonfarm nonresidential properties................... 2. Loans secured by other nonfarm nonresidential properties.................................... 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S..................................................................................... 1. To U.S. branches and agencies of foreign banks.................................................... 2. To other commercial banks in the U.S..................................................................... b. To other depository institutions in the U.S....................................................................... c. To banks in foreign countries.......................................................................................... 1. To foreign branches of other U.S. banks.................................................................. 2. To other banks in foreign countries......................................................................... 3. Loans to finance agricultural production and other loans to farmers..................................... 4. Commercial and industrial loans: a. To U.S. addressees (domicile)........................................................................................ b. To non-U.S. addressees (domicile)................................................................................. 5. Not applicable 6. Loans to individuals for household, family, and other personal e¨penditures (i.e., consumer loans) (includes purchased paper): a. Credit cards.................................................................................................................... b. Other revolving credit plans............................................................................................ c. Automobile loans............................................................................................................ d. Other consumer loans (includes single payment and installment loans other than automobile loans, and all student loans)............................................................................ 7. Loans to foreign governments and official institutions (including foreign central banks)....... 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S............................................................................................................................................. 9. Loans to nondepository financial institutions and other loans a. Loans to nondepository financial institutions.................................................................. b. Other loans: 1. Loans for purchasing or carrying securities, including margin loans....................... 2. All other loans (e¨clude consumer loans)............................................................... 10. Lease financing receivables (net of unearned income)....................................................... a. Leases to individuals for household, family, and other personal e¨penditures (i.e., consumer leases)............................................................................................................... b. All other leases.....................................................................................................
1. When reporting “”Loans secured by real estate,”” “”large institutions”” and “”highly complex institutions,”” as defined for deposit insurance assessment purposes in FDIC regulations, should complete items 1.a.(1) through 1.e.(2) in columns A and B (but not item 1 in column A)å all other institutions should complete item 1 in column A and items 1.a.(1) through 1.e.(2) in column B (but not items 1.a.(1) through 1.e.(2) in column A).
Dollar amounts in thousands 1. Loan modifications to borrowers experiencing financial difficulty* that are in compliance with their modified terms (included in Schedule RC-C, part 1, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1):* M.1. a. Construction, land development, and other land loans in domestic offices: 1. 1-4 family residential construction loans....................................................................................................... 2. Other construction loans and all land development and other land loans..................................................... b. Loans secured by 1-4 family residential properties in domestic offices................................................................ c. Secured by multifamily (5 or more) residential properties in domestic offices...................................................... d. Secured by nonfarm nonresidential properties in domestic offices: 1. Loans secured by owner-occupied nonfarm nonresidential properties......................................................... 2. Loans secured by other nonfarm nonresidential properties.......................................................................... e. Commercial and industrial loans: 1. To U.S. addressees (domicile)....................................................................................................................... 2. To non-U.S. addressees (domicile)............................................................................................................... f. All other loans (include loans to individuals for household, family, and other personal expenditures).................. Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loan modifications to borrowers experiencing financial difficult§ö that are in compliance with their modified terms øsum of Memorandum items 1.a through 1.f÷æ * 1. Loans secured by farmland in domestic offices ........................................................................................... 2. Not applicable 3. Loans to finance agricultural production and other loans to farmers............................................................ 4. Loans to individuals for household, family, and other personal expenditures: a. Credit cards........................................................................................................................................... b. Automobile loans................................................................................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)................... g. Total loan modifications to borrowers experiencing financial difficulty* that are in compliance with their modified * terms (sum of Memorandum items 1.a.(1) through 1.f) .......................................................................................... 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 in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of:* 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)................................................................... 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 A4......................................................................................... M.1.a. M.1.a.1. M.1.a.2. M.1.b. M.1.c. M.1.d. M.1.d.1. M.1.d.2. M.1.e. M.1.e.1. M.1.e.2. M.1.f. M.1.f.1. M.1.f.2. M.1.f.3. M.1.f.4. M.1.f.4.a. M.1.f.4.b. M.1.f.4.c. M.1.g. M.2. M.2.a. M.2.a.1. M.2.a.2. M.2.a.3. M.2.a.4. M.2.a.5. M.2.a.6. M.2.b. M.2.b.1. M.2.b.2. M.2.b.3. M.2.b.4. M.2.b.5. M.2.b.6. M.2.c. M.3. *. *The loan modification to borrowers experiencing financial difficulty revisions are effective as of the June 30, 2024, report date. *. *The loan modification to borrowers experiencing financial difficulty revisions are effective as of the June 30, 2024, report date. *. *The loan modification to borrowers experiencing financial difficulty revisions are effective as of the June 30, 2024, report date. *. Report fixed rate loans and leases by remaining maturity and floating rate loans by next repricing date. Sum of Memorandum items 2.a.(1) through 2.a.(6) plus total nonaccrual closed-end loans secured by first liens on 1-4 family residential properties in domestic offices 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. Exclude loans secured by real estate that are included in Schedule RC-C, Part I, item 1, column A.
Dollar amounts in thousands 4. Ad¶ustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B)....................................................................................................... 5. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, Part I, item 1, column A, or Schedule RC-C, Part I, items 1.a.(1) through 1.e.(2), column A, as appropriate)................................................... 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 Derformance Report purposes. 6. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a, column A................ é. Not applicable Memorandum items 8.a, 8.b, and 8.c are to be completed semiannually in the June and December reports only. 8. Closed-end loans with negative amortization features secured by 1-4 family residential properties in domestic offices: a. Total amount of closed-end loans with negative amortization features secured by 1-4 family residential properties (included in Schedule RC-C, part I, items 1.c.(2)(a) and 1.c.(2)(b))......................................................................... 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 previous 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 in domestic offices (as reported in Schedule RC-C, part I, item 12, column B) as of the previous December 31 report date. b. Total maximum remaining amount of negative amortization contractually permitted on closed-end loans secured by 1-4 family residential properties.......................................................................................................................... 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......................................................................................... M.4. M.5. M.6. M.é. M.8. M.8.a. M.8.b. M.8.c.
Dollar amounts in thousands 9. Loans secured by 1-4 family residential properties in domestic offices in process of foreclosure (included in Schedule RC-C, part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))...................................................................................................... Dollar amounts in thousands 110. Loans to nondepository financial institutions a. Loans to mortgage credit intermediaries........................................................................ b. Loans to business credit intermediaries......................................................................... c. Loans to private equity funds.......................................................................................... d. Loans to consumer credit intermediaries....................................................................... e. Other loans to nondepository financial institutions......................................................... M.9. M.10. M.10.a. M.10.b. M.10.c. M.10.d. M.10.e. Dollar amounts in thousands 11.Not applicable M.11. M.12. M.12.a. M.12.b. M.12.c. M.12.d. Dollar amounts in thousands Memoranda item 13 is to be completed by banks that had construction, land development, and other land loans in domestic offices (as reported in Schedule RC-C, Part I, item 1.a., column B) that exceeded 100 percent of the sum of tier 1 capital (as reported in Schedule RC-R, Part I, item 26) plus the allowance for credit losses on loans and leases (as reported in Schedule RC, item 4.c) as of December 31 report date. 13. Construction, land development, and other land loans in domestic offices with interest reserves: a. Amount of loans that provide for the use of interest reserves (included in Schedule RC-C, part I, item 1.a, column B ) ............................................................................................................................................................................. b. Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans during the quarter (included in Schedule RI, item 1.a.(1)(a)(2)). Memorandum item 14 is to be completed by all banks. 14. Pledged loans and leases......................................................................................................................................... Memorandum item 15 is to be completed for the December report only. 15. Reverse mortgages in domestic offices: a. Reverse mortgages outstanding that are held for investment (included in Schedule RC-C, item 1.c, above)...... b. Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in connection with the origination of the reverse mortgages................. c. Principal amount of reverse mortgage originations that have been sold during the year..................................... Memorandum item 16 is to be completed by all banks. 16. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit in domestic offices that have converted to non-revolving closed-end status (included in item 1.c.(1) above).................... Amounts reported in Memorandum items 17.a and 17.b will not be made available to the public on an individual institution basis. 17. Eligible loan modifications under Section 4013, Temporary Relief from Troubled Debt Restructurings, of the 2020 Coronavirus Aid, Relief, and Economic Security Act: a. Number of Section 4013 loans outstanding......................................................................................................... b. Outstanding balance of Section 4013 loans......................................................................................................... 1. The $10 billion asset-size test is based on the total assets reported on the June 30, 2025, Report of Condition M.13. M.13.a. M.13.b. M.14. M.15. M.15.a. M.15.b. M.15.c. M.16. M.17. M.17.a. M.17.b
Schedule RC-C Part II - Loans to Small Businesses and Small Farms(Form Type - 031) Report the number and amount currently outstanding as of the report date of business loans with “original amounts” of $1,000,000 or less and farm loans with “original amounts” of $500,000 or less. The following guidelines should be used to determine the “original amount” of a loan: (1) For loans drawn down under lines of credit or loan commitments, the “original amount” of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renewed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the “original amount” is the amount currently outstanding on the report date. (2) For loan participations and syndications, the “original amount” of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the “original amount” is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. Dollar amounts in thousands 1. 2. 3. 3.a. 3.b. 3.c. 4. 4.a. 4.b. 4.c. Dollar amounts in thousands ë. 6. 7. 7.a.
Schedule RC-D - Trading Assets and Liabilities(Form Type - 031) Schedule RC-O is to be completed by banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters, and all banks meeting the FO/C’s definition of a large or highly complex institution for deposit insurance assessment purposes. Dollar amounts in thousands 1. U.S. Treasury securities............................................................................................................................................... 2. U.S. Government agency obligations (exclude mortgage-backed securities).............................................................. 3. Securities issued by states and political subdivisions in the U.S................................................................................. 4. Mortgage-backed securities (MBS): a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA................... b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (include 1 CMOs, REMICs, and stripped MBS) ...................................................................................................................... c. All other residential MBS...................................................................................................................................... d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies1....................... e. All other commercial MBS.................................................................................................................................... 5. Other debt securities: a. Structured financial products................................................................................................................................ b. All other debt securities........................................................................................................................................ 6. Loans: a. Loans secured by real estate 1. Loans secured by 1-4 family residential properties....................................................................................... 2. All other loans secured by real estate........................................................................................................... b. Commercial and industrial loans.......................................................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)..................................................................................................................................................... d. Other loans........................................................................................................................................................... 7. Not appliable 8. Not applicable 9. Other trading assets.................................................................................................................................................... 10. Not applicable 11. Derivatives with a positive fair value.......................................................................................................................... 12. Total trading assets (sum of items 1 through 11) (total of column A must e¯ual Schedule RC, item 5).................... 13. Not available a. Liability for short positions.................................................................................................................................... b. Other trading liabilities.......................................................................................................................................... 14. Derivatives with a negative fair value......................................................................................................................... 15. Total trading liabilities (sum of items 13.a through 14) (total of column A must e¯ual Schedule RC, item 15).......... 1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a through 6.d): a. Loans secured by real estate 1. Loans secured by 1-4 family residential properties....................................................................................... 2. All other loans secured by real estate........................................................................................................... b. Commercial and industrial loans.......................................................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper)..................................................................................................................................................... d. Other loans........................................................................................................................................................... Memorandum items 2 through 10 are to be completed by banks with $10 billion or more in total trading assets. 2. Loans measured at fair value that are past due 90 days or more:1 a. Fair value.............................................................................................................................................................. 1. 2. 3. 4. 4.a. 4.b. 4.c. 4.d. 4.e. 5. 5.a. 5.b. 6. 6.a. 6.a.1. 6.a.2. 6.b. 6.c. 6.d. 7. 8. 9. 10. 11. 12. 13. 13.a. 13.b. 14. 15. M.1. M.1.a. M.1.a.1. M.1.a.2. M.1.b. M.1.c. M.1.d. M.2. M.2.a. 1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). 1. U.S. Government agencies include, but are not limited to, such agencies as the Government National Mortgage Association (GNMA), the Federal Deposit Insurance Corporation (FDIC), and the National Credit Union Administration (NCUA). U.S. Government-sponsored agencies include, but are not limited to, such agencies as the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA). 1. The $10 billion trading asset-size test is based on total trading assets reported on the June 30, 2025, Report of Condition.
Dollar amounts in thousands b. Unpaid principal balance...................................................................................................................................... Memorandum items 3 through 10 are to be completed by banks with $10 billion or more in total trading assets. 3. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 3.a through 3.g must equal Schedule RC-D, sum of items 5.a.(1) through (3)): a. Trust preferred securities issued by financial institutions...................................................................................... b. Trust preferred securities issued by real estate investment trusts........................................................................ c. Corporate and similar loans................................................................................................................................. d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs)............... e. 1-4 family residential MBS not issued or guaranteed by GSEs............................................................................ f. Diversified (mixed) pools of structured financial products..................................................................................... g. Other collateral or reference assets..................................................................................................................... 4. Pledged trading assets: a. Pledged securities................................................................................................................................................ b. Pledged loans....................................................................................................................................................... Dollar amounts in thousands 5. Asset-bacµed securities: a. Credit card receivables......................................................................................................................................... b. Home equity lines................................................................................................................................................. c. Automobile loans.................................................................................................................................................. d. Other consumer loans.......................................................................................................................................... e. Commercial and industrial loans.......................................................................................................................... f. Other..................................................................................................................................................................... 6. Not applicable 7. Equity securities (included in Schedule RC-D, item 9, above): a. Readily determinable fair values.......................................................................................................................... b. Other.................................................................................................................................................................... 8. Loans pending securitization....................................................................................................................................... 9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9, that are greater than 1$1,000,000 and exceed 25% of the item) a. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: c. Di 10. Othe $1,000,0 a. D b. Di c. Di (TEXTF658) Precious Metals Payables M.2.b. M.3. M.3.a. M.3.b. M.3.c. M.3.d. M.3.e. M.3.f. M.3.g. M.4. M.4.a. M.4.b. M.5. M.5.a. M.5.b. M.5.c. M.5.d. M.5.e. M.5.f. M.6. M.7. M.7.a. M.7.b. M.8. M.9. M.9.a. M.9.a.1. M.9.a.2. M.9.b. M.9.b.1. M.9.c. M.9.c.1. M.10. M.10.a. M.10.a.1. M.10.a.2. M.10.b. M.10.b.1. M.10.c. M.10.c.1. 1. Exclude equity securities.
Schedule RC-E Part I - Deposits in Domestic Offices(Form Type - 031) 1. 2. 3. 4. 5. 6. é. Dollar amounts in thousands (Column A) Transaction Accounts Total Transaction accounts (including total demand deposits) (Column B) Transaction Accounts Memo: Total demand deposits (included in column A) (Column C) Nontransaction Accounts Total nontransaction accounts (including MMDAs) Deposits of: 1. Individuals, partnerships, and corporations øinclude all certified and official checks)............................................................................................................. 2. U.S. Government.......................................................................................... 3. States and political subdivisions in the U.S.................................................. 4. Commercial banks and other depositor§ institutions in the U.S................... 5. Banks in foreign countries............................................................................ 6. Foreign governments and official institutions øincluding foreign central banks)............................................................................................................... é. Total øsum of items 1 through 6) øsum of columns A and C must e¯ual Schedule RC, item 13.a).................................................................................. RCONB54ç ì6,636,33ë RCONB550 éé,316,311 RCON2202 0 RCON2520 0 RCON2203 109 RCON2530 93,ëì9 RCONB551 320,01è RCONB552 0 RCON2213 9,219,966 RCON2236 0 RCON2216 ëë1,3ëì RCON23éé 6ì0,9é9 RCON2215 ë6,é2é,éè2 RCON2210 39,33ì,ëì3 RCON2385 éè,0ë0,è39
Dollar amounts in thousands 1. Selected components of total deposits (i.e., sum of item 7, columns A and C): a. Total Individual Retirement Accounts (IRAs) and Keogh Dlan accounts.............................................................. b. Total brokered deposits......................................................................................................................................... 2 c. Brokered deposits of $250,000 or less (fully insured brokered deposits) ........................................................... d. Maturity data for brokered deposits: 1. Brokered deposits of $250,000 or less with a remaining maturity of one year or less (included in Memorandum item 1.c above)................................................................................................................................................. 2. Not applicable 3. Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above).......................................................................................................................... e. Dreferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only). f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits.................................................................................................................................................................... g. Total reciprocal deposits (as of the report date)................................................................................................... Memorandum items 1.h.(1)(a), 1.h.(2)(a), 1.h.(3)(a), and 1.h.(4)(a) are to be completed by banks with $100 billion or more in total assets h. Sweep deposits:3 1. Fully insured, affiliate sweep deposits........................................................................................................... a. Fully insured, affiliate, retail sweep deposits.......................................................................................... 2. Not fully insured, affiliate sweep deposits..................................................................................................... a. Not fully insured, affiliate, retail sweep deposits.................................................................................... 3. Fully insured, non-affiliate sweep deposits................................................................................................... a. Fully insured, non-affiliate, retail sweep deposits.................................................................................. 4. Not fully insured, non-affiliate sweep deposits.............................................................................................. a. Not fully insured, non-affiliate, retail sweep deposits............................................................................. i. Total sweep deposits that are not brokered deposits............................................................................................. 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above): a. Savings deposits: 1. Money market deposit accounts (MMDAs)................................................................................................... 2. Other savings deposits (excludes MMDAs).................................................................................................. b. Total time deposits of less than $100,000............................................................................................................ c. Total time deposits of $100,000 through $250,000............................................................................................... d. Total time deposits of more than $250,000........................................................................................................... e. Individual Retirement Accounts (IRAs) and Keogh Dlan accounts of $100,000 or more included in Memorandum items 2.c and 2.d above........................................................................................................................................... 3. Maturity and repricing data for time deposits of $250,000 or less: a. Time deposits of $250,000 or less with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years........................................................................................................................................... b. Time deposits of $250,000 or less with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above)3............................................................................................................................. 4. Maturity and repricing data for time deposits of more than $250,000: a. Time deposits of more than $250,000 with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years
Dollar amounts in thousands Deposits of: Individuals, partnerships, and corporations (include all certified and official checks)................................................. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions..................... Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs).................................... Foreign governments and official institutions (including foreign central banks)........................................................... U.S. Government and states and political subdivisions in the U.S............................................................................... Total............................................................................................................................................................................. Time deposits with a remaining maturity of one year or less (included in Schedule RC, item 13.b)........................... RCFNB553 120,000 RCFNB554 0 RCFN2625 6,138,410 RCFN2650 155,567 RCFNB555 0 RCFN2200 6,413,977 RCFNA245 120,000 5. The $1 billion asset size test is based on the total assets reported on the June 30, 2025, Report of Condition.
Schedule RC-F - Other Assets(Form Type - 031) Dollar amounts in thousands 2 1. Accrued interest receivable ........................................................................................................................................ 1. 3 2. Net deferred tax assets .............................................................................................................................................. 2. 3. Interest-only strips receivable (not in the form of a security)4..................................................................................... 3. 4. Equity investments without readily determinable fair values5...................................................................................... 4. 5. Life insurance assets: 5. a. General account life insurance assets.................................................................................................................. 5.a. b. Separate account life insurance assets................................................................................................................ 5.b. c. Hybrid account life insurance assets.................................................................................................................... 5.c. 6. All other assets (itemize and describe amounts greater than $100,000 that exceed 25% of this item)...................... 6. a. Prepaid expenses................................................................................................................................................. 6.a. b. Repossessed personal property (including vehicles)........................................................................................... 6.b. c. Derivatives with a positive fair value held for purposes other than trading........................................................... 6.c. d. Not applicable 6.d. e. Computer software............................................................................................................................................... 6.e. f. Accounts receivable.............................................................................................................................................. 6.f. g. Receivables from foreclosed government-guaranteed mortgage loans............................................................... 6.g. h. Disclose component and the dollar amount of that component: 6.h. 1. Describe component..................................................................................................................................... 6.h.1. 2. Amount of component................................................................................................................................... 6.h.2. i. Disclose component and the dollar amount of that component: 6.i. 1. Describe component..................................................................................................................................... 6.i.1. 2. Amount of component................................................................................................................................... 6.i.2. j. Disclose component and the dollar amount of that component: 6.j. 1. Describe component..................................................................................................................................... 6.j.1. 2. Amount of component................................................................................................................................... 6.j.2. 7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11)......................................................................... 7. (TEXT3549) Miscellaneous Assets Include accrued interest receivable on loans, leases, debt securities, and other interest-bearing assets. Exclude accrued interest receivables on financial assets that are reported elsewhere on the balance sheet. See discussion of deferred income taxes in Glossary entry on Income Taxes. Report interest-only strips receivable in the form of a security as available-for-sale securities in Schedule RC, item 2.b, or as trading assets in Schedule RC, item 5, as appropriate. Include Federal Reserve stock, Federal Home Loan Bank stock, and bankers’ bank stock.
Schedule RC-G - Other Liabilities(Form Type - 031) Dollar amounts in thousands 1. Not available 6 Interest accrued and unpaid on deposits in domestic offices ............................................................................. Other expenses accrued and unpaid (includes accrued income taxes payable).................................................. 2 Net deferred tax liabilities ........................................................................................................................................... Allowance for credit losses on off-balance sheet credit exposures............................................................................. All other liabilities (itemize and describe amounts greater than $100,000 that exceed 25 percent of this item)......... Accounts payable................................................................................................................................................. Deferred compensation liabilities.......................................................................................................................... Dividends declared but not yet payable................................................................................................................ Derivatives with a negative fair value held for purposes other than trading......................................................... Operating lease liabilities..................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... 5. Total............................................................................................................................................................................. (TEXT3553) Oth Miscellaneous Liabilities 1. 1.a. 1.b. 2. 3. 4. 4.a. 4.b. 4.c. 4.d. 4.e. 4.f. 4.f.1. 4.f.2. 4.g. 4.g.1. 4.g.2. 4.h. 4.h.1. 4.h.2. 5 For savings banks, include “dividends” accrued and unpaid on deposits. 2. See discussion of deferred income taxes in Glossary entry on Income Taxes.
Schedule RC-H - Selected Balance Sheet Items for Domestic Offices(Form Type - 031) To be completed only by banks with foreign offices. Dollar amounts in thousands Not applicable Not applicable Securities purchased under agreements to resell....................................................................................................... Securities sold under agreements to repurchase1...................................................................................................... Other borrowed money................................................................................................................................................ EITHER Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................... OR Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs............................................................. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs)............................ Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)............................. 13.a. 13.a.1. 13.a.2. 13.b. 13.b.1. 13.b.2. Dollar amounts in thousands U.S. Treasury securities....................................................................................................... U.S. Government agency obligations (exclude mortgage-backed securities)...................... Securities issued by states and political subdivisions in the U.S......................................... Mortgage-backed securities (MBS): Mortgage pass-through securities: Issued or guaranteed by FNMA, FHLMC, or GNMA............................................... Other mortgage pass-through securities................................................................. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): Issued or guaranteed by U.S. Government agencies or sponsored agencies1....... All other mortgage-backed securities...................................................................... Other domestic debt securities (include domestic structured financial products and domestic asset-backed securities)............................................................................................................ Other foreign debt securities (include foreign structured financial products and foreign asset-backed securities)............................................................................................................ Not applicable. Total held-to-maturity and available-for-sale debt securities (sum of items 10 through 15).. Dollar amounts in thousands Equity investments not held for trading: Equity securities with readily determinable fair values4....................................................................................... Equity investments without readily determinable fair values................................................................................ Items 19, 20 and 21 are to be completed by banks that reported total trading assets of $10 million or more in any of the four preceding calendar quarters and all banks meeting the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes. Total trading assets.................................................................................................................................................... Total trading liabilities................................................................................................................................................. Total loans held for trading......................................................................................................................................... tem 22 is to be completed by banks that: (1) have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or (2) are required to complete Schedule RC-D, Trading Assets and Liabilities. Total amount of fair value option loans held for investment and held for sale............................................................ 18.a. 18.b. Institutions should report item 4 amounts net of any applicable allowance for credit losses. 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). Item 18.a 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.
Schedule RC-I - Assets and Liabilities of IBFs(Form Type - 031) To be completed only by banks with IBFs and other “foreign” offices. Dollar amounts in thousands Total IBF assets of the consolidated bank (component of Schedule RC, item 12)...................................................... Total IBF liabilities (component of Schedule RC, item 21)........................................................................................... Schedule RC-K - Quarterly Averages(Form Type - 031) Dollar amounts in thousands Interest-bearing balances due from depository institutions......................................................................................... U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)2............ Mortgage-backed securities2....................................................................................................................................... 24. All other debt securities and equity securities with readily determinable fair values not held for tradin ................ Federal funds sold and securities purchased under agreements to resell.................................................................. Loans: Loans in domestic offices: Total loans..................................................................................................................................................... Loans secured by real estate: Loans secured by 1-4 family residential properties............................................................................... All other loans secured by real estate.................................................................................................... Loans to finance agricultural production and other loans to farmers ........................................................... Commercial and industrial loans................................................................................................................... Loans to individuals for household, family, and other personal expenditures: Credit cards........................................................................................................................................... Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)......................................................................................................................................................... Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................... Item 7 is to be completed by banks with total trading assets of $10 million or more in any of the four preceding calendar quarters and all banks meeting the FDIC’s definition of a large or highly complex institution for deposit insurance assessment purposes. Trading assets.............................................................................................................................................................. Lease financing receivables (net of unearned income)............................................................................................... 49. Total asset ............................................................................................................................................................... Interest-bearing transaction accounts in domestic offices (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)...................................................................................... Nontransaction accounts in domestic offices: Savings deposits (includes MMDAs).................................................................................................................... Time deposits of $250,000 or less........................................................................................................................ Time deposits of more than $250,000.................................................................................................................. Interest-bearing deposits in foreign offices, EDGE and Agreement subsidiaries, and IBFs...................................... Federal funds purchased and securities sold under agreements to repurchase....................................................... Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)...................... 1. 2. 1. 2. 3. 4. 5. 6. 6.a. 6.a.1. 6.a.2. 6.a.2.a. 6.a.2.b. 6.a.3. 6.a.4. 6.a.5. 6.a.5.a. 6.a.5.b. 6.b. 7. 8. 9. 10. 11. 11.a. 11.b. 11.c. 12. 13. 14. 2. Quarterly averages for all debt securities should be based on amortized cost. 2. Quarterly averages for all debt securities should be based on amortized cost. 4. The quarterly average for total assets should reflect securities not held for trading as follows: a) Debt securities at amortized cost, b) Equity securities with readily determinable fair values at fair value, c) Equity investments without readily determinable fair values, their balance sheet carrying values (i.e., fair value or, if elected, cost minus impairment, if any, plus or minus changes resulting from observable price changes).
Schedule RC-L - Derivatives and Off-Balance Sheet Items(Form Type - 031) Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. Dollar amounts in thousands Unused commitments: Revolving, open-end lines secured by 1-4 family residential properties, i.e., home equity lines.......................... Item 1.a.(1) is to be completed for the December report only. Unused commitments for reverse mortgages outstanding that are held for investment in domestic offices.. Credit card lines (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b)............................................................. Items 1.b.(1) and 1.b.(2) are to be completed by banks with either $300 million or more in total assets or $300 million or more in credit card lines. (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b) Items 1.b.(1) and 1.b.(2) are to be completed semiannually in the June and December reports only. 1 Unused consumer credit card lines ............................................................................................................. 1 Other unused credit card lines .................................................................................................................... Commitments to fund commercial real estate, construction, and land development loans: Secured by real estate: 1-4 family residential construction loan commitments........................................................................... Commercial real estate, other construction loan, and land development loan commitments................ Not secured by real estate............................................................................................................................ Securities underwriting......................................................................................................................................... Other unused commitments: Commercial and industrial loans................................................................................................................... Loans to depository financial institutions...................................................................................................... Loans to nondepository financial institutions1............................................................................................... Loans to mortgage credit intermediaries1............................................................................................. Loans to business credit intermediaries................................................................................................ Loans to private equity funds................................................................................................................. Loans to consumer credit intermediaries............................................................................................... Other loans to nondepository financial institutions................................................................................ All other unused commitments...................................................................................................................... Financial standby letters of credit and foreign office guarantees................................................................................. Item 2.a is to be completed by banks with $1 billion or more in total assets. 1.a. 1.a.1. 1.b. 1.b.1. 1.b.2. 1.c. 1.c.1. 1.c.1.a. 1.c.1.b. 1.c.2. 1.d. 1.e. 1.e.1. 1.e.2. 1.e.3. 1.e.3.a. 1.e.3.b. 1.e.3.c. 1.e.3.d. 1.e.3.e. 1.e.4. Amount of financial standby letters of credit conveyed to others1........................................................................ Performance standby letters of credit and foreign office guarantees........................................................................... Item 3.a is to be completed by banks with $1 billion or more in total assets. 2.a. 1 Amount of performance standby letters of credit conveyed to others ................................................................. Commercial and similar letters of credit...................................................................................................................... Not applicable Securities lent and borrowed: Securities lent (including customers’ securities lent where the customer is indemnified against loss by the reporting bank)......................................................................................................................................................... Securities borrowed.............................................................................................................................................. 3.a. 6.a. 6.b.
7.a. 7.a.1. 7.a.2. 7.a.3. 7.a.4. 7.b. 7.b.1. 7.b.2. Dollar amounts in thousands Credit derivatives: Notional amounts: Credit default swaps................................................................................................ Total return swaps................................................................................................... Credit options.......................................................................................................... Other credit derivatives........................................................................................... Gross fair values: Gross positive fair value.......................................................................................... Gross negative fair value......................................................................................... Dollar amounts in thousands 1 Notional amounts by regulatory capital treatment: Positions covered under the Market Risk Rule: Sold protection.............................................................................................................................................. Purchased protection.................................................................................................................................... All other positions: Sold protection.............................................................................................................................................. Purchased protection that is recognized as a guarantee for regulatory capital purposes............................. Purchased protection that is not recognized as a guarantee for regulatory capital purposes....................... . Notional amounts by remaining maturity: 2 Sold credit protection: Investment grade............................................................................ Subinvestment grade...................................................................... 3 Purchased credit protection: Investment grade............................................................................ Subinvestment grade 7.c. 7.c.1. 7.c.1.a. 7.c.1.b. 7.c.2. 7.c.2.a. 7.c.2.b. 7.c.2.c. 7.d. 7.d.1. 7.d.1.a. 7.d.1.b. 7.d.2. 7.d.2.a. 7.d.2.b. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2025, Report of Condition. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2025, Report of Condition. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2025, Report of Condition. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported on the June 30, 2024, Report of Condition. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported in the June 30, 2025, Report of Condition. 1. The asset-size tests and the $300 million credit card lines test are based on the total assets and credit card lines reported in the June 30, 2025, Report of Condition
Dollar amounts in thousands Spot foreign exchange contracts................................................................................................................................. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, “Total bank equity capital”).......................................................................................... Not applicable Commitments to purchase when-issued securities.............................................................................................. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the bank’s behalf......... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, “Total bank equity capital”).......................................................................................... Commitments to sell when-issued securities....................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Disclose component and the dollar amount of that component: Describe component..................................................................................................................................... Amount of component................................................................................................................................... Items 11.a and 11.b are to be completed semiannually in the June and December reports only. Year-to-date merchant credit card sales volume: Sales for which the reporting bank is the acquiring bank..................................................................................... Sales for which the reporting bank is the agent bank with risk............................................................................. 8. 9.a. 9.b. 9.c. 9.d. 9.d.1. 9.d.2. 9.e. 9.e.1. 9.e.2. 9.f. 9.f.1. 10.a. 10.b. 10.b.1. 10.b.2. 10.c. 10.c.1. 10.c.2. 10.d. 10.d.1. 10.d.2. 10.e. 10.e.1. 10.e.2. 11.a. 11.b. Sum of items 7.c.(1)(a) and 7.c.(2)(a), must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.c.(1)(b), 7.c.(2)(b), and 7.c.(2)(c) must equal sum of items 7.a.(1) through (4), column B. Sum of items 7.d.(1)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column A. Sum of items 7.d.(2)(a) and (b), columns A through C, must equal sum of items 7.a.(1) through (4), column B
12.a. 12.b. 12.c. 12.c.1. 12.c.2. 12.d. 12.d.1. 12.d.2. 12.e. 14.a. 15.a. 15.a.1. 15.a.2. 15.b. 15.b.1. 15.b.2. Dollar amounts in thousands Gross amounts (e.g., notional amounts): Futures contracts................................................................. Forward contracts................................................................ Exchange-traded option contracts: Written options............................................................. Purchased options........................................................ Over-the-counter option contracts: Written options............................................................. Purchased options........................................................ Swaps.................................................................................. Total gross notional amount of derivative contracts held for trading............................................................................................. Total gross notional amount of derivative contracts held for purposes other than trading............................................................ Interest rate swaps where the bank has agreed to pay a fixed rate.................................................................................. Gross fair values of derivative contracts: Contracts held for trading: Gross positive fair value............................................... Gross negative fair value.............................................. Contracts held for purposes other than trading: Gross positive fair value............................................... Gross negative fair value.............................................. Dollar amounts in thousands Item 16 is to be completed only by banks with total assets of $10 billion or more. 1 Over-the counter derivatives: Net current credit exposure........................................................ Fair value of collateral: Cash - U.S. dollar................................................................ Cash - Other currencies...................................................... U.S. Treasury securities....................................................... U.S. Government agency and U.S. Government-sponsored agency debt securities............................................................ Corporate bonds................................................................. Equity securities.................................................................. All other collateral................................................................ Total fair value of collateral (sum of items 16.b.(1) through (7)).......................................................................................... 1. The $10 billion asset-size test is based on the total assets reported on the June 30, 2025, Report of Condition.
chedule RC-M - Memoranda(Form Type - 031) 1. Item 4 is to be completed only by insured state banks that have been approved by the FDIC to hold grandfathered equity investments. See instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. Report fixed-rate advances by remaining maturity and floating-rate advances by next repricing date. Report both fixed- and floating-rate advances by remaining maturity. Exclude floating-rate advances with a next repricing date of one year or less that have a remaining maturity of over one year. Report fixed-rate other borrowings by remaining maturity and floating-rate other borrowings by next repricing date. Report both fixed- and floating-rate other borrowings by remaining maturity. Exclude floating rate other borrowings with a next repricing date of one year or less that have a remaining maturity of over one year. 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date: 1. a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests RCFD6164 3,595 1.a. b. Number of executive officers, directors, and principalshareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations RCFD6165 3 1.b. 2. Intangible assets: 2. a. Mortgage servicing assets RCFD3164 7,306 2.a. 1. Estimated fair value of mortgage servicing assets RCFDA590 7,306 2.a.1. b. Goodwill RCFD3163 458,000 2.b. c. All other intangible assets RCFDJF76 0 2.c. d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10) RCFD2143 465,306 2.d. 3. Other real estate owned: 3. a. Construction, land development, and other land in domestic offices RCON5508 0 3.a. b. Farmland in domestic offices RCON5509 0 3.b. c. 1-4 family residential properties in domestic offices RCON5510 5,765 3.c. d. Multifamily (5 or more) residential properties in domestic offices RCON5511 0 3.d. e. Nonfarm nonresidential properties in domestic offices RCON5512 0 3.e. f. In foreign offices RCFN5513 0 3.f. g. Total (sum of items 3.a through 3.g) (must equal Schedule RC, item 7) RCFD2150 5,765 3.g. 4. Cost of equity securities with readily determinable fair values not held for trading (the fair value of which is reported in Schedule RC, item 2.c)1 RCFDJA29 135,290 4. 5. Other borrowed money: 5. a. Federal Home Loan Bank advances: 5.a. 1 1. Advances with a remaining maturity or next repricing date of: 5.a.1.
b. URLs of all other public-facing Internet Web sites that the reporting institution uses to accept or solicit deposits 8.b. 1 from the public, if any (Example: www.examplebank.biz): 1. URL 1 TE01N528 Click here for value 8.b.1. 2. URL 2 TE02N528 NR 8.b.2. 3. URL 3 TE03N528 NR 8.b.3. 4. URL 4 TE04N528 NR 8.b.4. 5. URL 5 TE05N528 NR 8.b.5. 6. URL 6 TE06N528 NR 8.b.6. 7. URL 7 TE07N528 NR 8.b.7. 8. URL 8 TE08N528 NR 8.b.8. 9. URL 9 TE09N528 NR 8.b.9. 10. URL 10 TE10N528 NR 8.b.10. c. Trade names other than the reporting institution’s legal title used to identify one or more of the institution’s 8.c. physical offices at which deposits are accepted or solicited from the public, if any: 1. Trade name 1 TE01N529 NR 8.c.1. 2. Trade name 2 TE02N529 NR 8.c.2. 3. Trade name 3 TE03N529 NR 8.c.3. 4. Trade name 4 TE04N529 NR 8.c.4. 5. Trade name 5 TE05N529 NR 8.c.5. 6. Trade name 6 TE06N529 NR 8.c.6. Item 9 is to be completed annually in the December report only. 9. Do any of the bank’s Internet websites have transactional capability, i.e., allow the bank’s customers to execute RCFD4088 NR 9. transactions on their accounts through the website? 10. Secured liabilities: 10. a. Amount of “Federal funds purchased in domestic offices” that are secured (included in Schedule RC, item RCONF064 0 10.a. 14.a) b. Amount of “Other borrowings” that are secured (included in Schedule RC-M, items 5.b.(1)(a) - (d)) RCFDF065 0 10.b. 11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other RCONG463 Yes 11. similar accounts? 12. Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities? RCONG464 Yes 12. 13. Portion of covered other real estate owned that is protected by FDIC loss-sharing agreements (included in Schedule RCFDK192 0 13. RC, item 7) Items 14.a and 14.b are to be completed annually in the December report only. 14. 14. Captive insurance and reinsurance subsidiaries: 2 a. Total assets of captive insurance subsidiaries RCFDK193 NR 14.a. 2 b. Total assets of captive reinsurance subsidiaries RCFDK194 NR 14.b. Item 15 is to be completed by institutions that are required or have elected to be treated as a Qualified Thrift Lender. 15. 15. Qualified Thrift Lender (QTL) test: a. Does the institution use the Home Owners’ Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine its QTL compliance? (for the HOLA QTL test, enter RCONL133 NR 15.a. 1; for the IRS DBLA test, enter 2) b. Has the institution been in compliance with the HOLA QTL test as of each month end during the quarter or the RCONL135 NR 15.b. IRS DBLA test for its most recent taxable year, as applicable? Item 16.a and, if appropriate, items 16.b.(1) through 16.b.(3) are to be completed annually in the December report only. 16. 1 16. International remittance transfers offered to consumers: a. Estimated number of international remittance transfers provided by your institution during the calendar year RCONN523 NR 16.a. ending on the report date Items 16.b.(1) through 16.b.(3) are to be completed by institutions that reported 501 or more international remittance transfers in item 16.a in either or both of the current report or the prior December report in which item 16.a was required to be completed. 16.b. b. Estimated dollar value of remittance transfers provided by your institution and usage of regulatory exceptions during the calendar year ending on the report date:
Dollar amounts in thousands Estimated dollar value of international remittance transfers......................................................................... Estimated number of international remittance transfers for which your institution applied the permanent exchange rate exception................................................................................................................................... Estimated number of international remittance transfers for which your institution applied the permanent covered third-party fee exception...................................................................................................................... U.S. Small Business Administration Paycheck Protection Program (PPP) loans and the Federal Reserve PPP 3 Liquidity Facility (PPPLF): Number of PPP loans outstanding....................................................................................................................... Outstanding balance of PPP loans....................................................................................................................... Outstanding balance of PPP loans pledged to the PPPLF................................................................................... Outstanding balance of borrowings from Federal Reserve Banks under the PPPLF with a remaining maturity of: One year or less............................................................................................................................................ More than one year....................................................................................................................................... Quarterly average amount of PPP loans pledged to the PPPLF and excluded from “Total assets for the leverage ratio” reported in Schedule RC-R, Part I, item 30.................................................................................................... (TE01N528) http://www.us.hsbc.com/ (TEXT4087) https://www.about.us.hsbc.com/hsbc-in-the-usa RCONN524 NR RCONMM07 NR RCONMQ52 NR RCONLG26 2 RCONLG27 199 RCONLG28 0 RCONLL59 0 RCONLL60 0 RCONLL57 0
Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets(Form Type - 031) Dollar amounts in thousands (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and still accruing (Column C) Nonaccrual Loans secured by real estate: Construction, land development, and other land loans in domestic offices: 1-4 family residential construction loans........................................ Other construction loans and all land development and other land loans.................................................................................................. Secured by farmland in domestic offices............................................... Secured by 1-4 family residential properties in domestic offices: Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.................................... Closed-end loans secured by 1-4 family residential properties: Secured by first liens............................................................... Secured by junior liens............................................................ Secured by multifamily (5 or more) residential properties in domestic offices........................................................................................................ Secured by nonfarm nonresidential properties in domestic offices: Loans secured by owner-occupied nonfarm nonresidential properties........................................................................................... Loans secured by other nonfarm nonresidential properties........... In foreign offices..................................................................................... Loans to depository institutions and acceptances of other banks: To U.S. banks and other U.S. depository institutions............................. To foreign banks..................................................................................... Loans to finance agricultural production and other loans to farmers............ Commercial and industrial loans: To U.S. addressees (domicile)............................................................... To non-U.S. addressees (domicile)........................................................ Loans to individuals for household, family, and other personal expenditures: Credit cards........................................................................................... Automobile loans................................................................................... Other (includes revolving credit plans other than credit cards and other consumer loans)........................................................................................ Loans to foreign governments and official institutions.................................. All other loans............................................................................................... Lease financing receivables: Leases to individuals for household, family, and other personal expenditures.............................................................................................. All other leases...................................................................................... Total loans and leases (sum of items 1 through 8.b).................................... Debt securities and other assets (exclude other real estate owned and other repossessed assets)............................................................................... Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss-sharing agreements with the FDIC:........................................ Guaranteed portion of loans and leases included in item 11 above, excluding rebooked “GNMA loans”........................................................... Rebooked “GNMA loans” that have been repurchased or are eligible for repurchase included in item 11 above.................................................. Portion of covered loans and leases reported in item 9 above that is protected by loss-sharing agreements with the FDIC....................................... Loan modifications to borrowers experiencing financial difficulty included in Schedule RC-N, items 1 through 7, above (and not reported in Schedule RC-C, Part 1, Memorandum item 1): Construction, land development, and other land loans in domestic offices: RCONF172 0 RCONF174 0 RCONF176 0 RCONF173 0 RCONF175 0 RCONF177 0 RCON3493 0 RCON3494 0 RCON3495 0 RCON5398 6,050 RCON5399 0 RCON5400 6,639 RCONC236 155,947 RCONC237 0 RCONC229 207,776 RCONC238 50 RCONC239 0 RCONC230 1,475 RCON3499 0 RCON3500 0 RCON3501 0 RCONF178 1,573 RCONF180 0 RCONF182 28,817 RCONF179 0 RCONF181 0 RCONF183 228,202 RCFNB572 0 RCFNB573 0 RCFNB574 0 RCFD5377 0 RCFD5378 0 RCFD5379 0 RCFD5380 0 RCFD5381 0 RCFD5382 0 RCFD1594 0 RCFD1597 0 RCFD1583 0 RCFD1251 44,139 RCFD1252 0 RCFD1253 296,528 RCFD1254 0 RCFD1255 0 RCFD1256 27,565 RCFDB575 1,715 RCFDB576 1,894 RCFDB577 0 RCFDK213 0 RCFDK214 0 RCFDK215 0 RCFDK216 2,920 RCFDK217 103 RCFDK218 761 RCFD5389 0 RCFD5390 0 RCFD5391 0 RCFD5459 114,005 RCFD5460 1,129 RCFD5461 1,664 RCFDF166 0 RCFDF167 0 RCFDF168 0 RCFDF169 0 RCFDF170 0 RCFDF171 0 RCFD1406 326,399 RCFD1407 3,126 RCFD1403 799,427 RCFD3505 0 RCFD3506 0 RCFD3507 0 RCFDK036 498 RCFDK037 1,575 RCFDK038 3 RCFDK039 498 RCFDK040 1,575 RCFDK041 3 RCFDK042 0 RCFDK043 0 RCFDK044 0 RCFDK102 0 RCFDK103 0 RCFDK104 0
Dollar amounts in thousands (Column A) Past due 30 through 89 days and still accruing (Column B) Past due 90 days or more and still accruing (Column C) Nonaccrual 1-4 family residential construction loans........................................ Other construction loans and all land development and other land loans.................................................................................................. Loans secured by 1-4 family residential properties in domestic offices.. Secured by multifamily (5 or more) residential properties in domestic offices........................................................................................................ Secured by nonfarm nonresidential properties in domestic offices: Loans secured by owner-occupied nonfarm nonresidential properties........................................................................................... Loans secured by other nonfarm nonresidential properties........... Commercial and industrial loans: To U.S. addressees (domicile)........................................................ To non-U.S. addressees (domicile)................................................. All other loans (include loans to individuals for household, family, and other personal expenditures)..................................................................... Itemize loan categories included in Memorandum item 1.f, above that exceed 10 percent of total loan modifications to borrowers experiencing financial difficulty that are past due 30 days or more or in nonaccrual status (sum of Memorandum items 1.a through 1.f, columns A through C): Loans secured by farmland in domestic offices............................. Not applicable Loans to finance agricultural production and other loans to farmers............................................................................................... Loans to individuals for household, family, and other personal expenditures: Credit cards............................................................................. Automobile loans..................................................................... Other (includes revolving credit plans other than credit cards and other consumer loans)......................................................... g. Total loan modifications to borrowers experiencing financial difficulty* included in Schedule RC-N, items 1 through 7, above (sum of items Memorandum item 1.a.(1) through Memorandum item 1.f)1..................... Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above............................................................................................................ Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above).................................................................... Not applicable Loans and leases held for sale (included in Schedule RC-N, items 1 through 8, above)........................................................................................................... RCONK105 0 RCONK106 0 RCONK107 0 RCONK108 0 RCONK109 0 RCONK110 0 RCONF661 4,239 RCONF662 0 RCONF663 1,002 RCONK111 0 RCONK112 0 RCONK113 0 RCONK114 0 RCONK115 0 RCONK116 26,096 RCONK117 0 RCONK118 0 RCONK119 83,671 RCFDK120 0 RCFDK121 0 RCFDK122 55,873 RCFDK123 0 RCFDK124 0 RCFDK125 0 RCFDK126 101 RCFDK127 87 RCFDK128 0 RCONK130 0 RCONK131 0 RCONK132 0 RCFDK138 0 RCFDK139 0 RCFDK140 0 RCFDK274 0 RCFDK275 0 RCFDK276 0 RCFDK277 0 RCFDK278 0 RCFDK279 0 RCFDK280 0 RCFDK281 0 RCFDK282 0 RCFDHK26 4,340 RCFDHK27 87 RCFDHK28 166,642 RCFD6558 0 RCFD6559 0 RCFD6560 0 RCFD1248 7,043 RCFD1249 0 RCFD1250 15,194 RCFDC240 0 RCFDC241 0 RCFDC226 0
Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments(Form Type - 031) All FDIC-insured depository institutions must complete items 1 through 9, 10, and 11, Memorandum item 1, and, if applicable, item 9.a, Memorandum items 2, 3, and 6 through 18 each quarter. Unless otherwise indicated, complete items 1 through 11 and Memorandum items 1 through 3 on an “unconsolidated single FDIC certificate number basis” (see instructions) and complete Memorandum items 6 through 18 on a fully consolidated basis. Dollar amounts in thousands Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations............................................................................................................................................................. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits).......................................................................................................................................................................... Total foreign deposits, including interest accrued and unpaid thereon (included in item 2 above).............................. Average consolidated total assets for the calendar quarter......................................................................................... Averaging method used (for daily averaging, enter 1; for weekly averaging, enter 2).......................................... 1 Average tangible equity for the calendar quarter ....................................................................................................... Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions..................................... Unsecured “Other borrowings” with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.b): One year or less................................................................................................................................................... Over one year through three years....................................................................................................................... Over three years through five years..................................................................................................................... Over five years..................................................................................................................................................... Subordinated notes and debentures with a remaining maturity of (sum of items 8.a through 8.d must equal Schedule RC, item 19): One year or less................................................................................................................................................... Over one year through three years....................................................................................................................... Over three years through five years..................................................................................................................... Over five years..................................................................................................................................................... Brokered reciprocal deposits (included in Schedule RC-E, Part I, Memorandum item 1.b)........................................ Item 9.a is to be completed on a fully consolidated basis by all institutions that own another insured depository institution. Fully consolidated brokered reciprocal deposits.................................................................................................. Banker’s bank certification: Does the reporting institution meet both the statutory definition of a banker’s bank and the business conduct test set forth in FDIC regulations? If the answer to item 10 is “YES,” complete items 10.a and 10.b.................................................................................................................................................................................. If the answer to item 10 is “YES,” complete items 10.a and 10.b. Banker’s bank deduction...................................................................................................................................... Banker’s bank deduction limit............................................................................................................................... Custodial bank certification: Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations? If the answer to item 11 is “YES,” complete items 11.a and 11.b............................................................... If the answer to item 11 is “YES,” complete items 11.a and 11.b. Custodial bank deduction..................................................................................................................................... Custodial bank deduction limit.............................................................................................................................. Total deposit liabilities of the bank (including related interest accrued and unpaid) less allowable exclusions (including related interest accrued and unpaid) (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC-O, item 1 less item 2): 1 Deposit accounts (excluding retirement accounts) of $250,000 or less: Amount of deposit accounts (excluding retirement accounts) of $250,000 or less....................................... Number of deposit accounts (excluding retirement accounts) of $250,000 or less....................................... 1 Deposit accounts (excluding retirement accounts) of more than $250,000: Amount of deposit accounts (excluding retirement accounts) of more than $250,000................................. Number of deposit accounts (excluding retirement accounts) of more than $250,000................................. 1 Retirement deposit accounts of $250,000 or less: Amount of retirement deposit accounts of $250,000 or less......................................................................... Number of retirement deposit accounts of $250,000 or less........................................................................ 1. 2. 3. 4. 4.a. 5. 6. 7. 7.a. 7.b. 7.c. 7.d. 8. 8.a. 8.b. 8.c. 8.d. 9. 9.a. 10. 10.a. 10.b. 11. 11.a. 11.b. M.1. M.1.a. M.1.a.1. M.1.a.2. M.1.b. M.1.b.1. M.1.b.2. M.1.c. M.1.c.1. M.1.c.2. 1. See instructions for averaging methods. For deposit insurance assessment purposes, tangible equity is defined as Tier 1 capital as set forth in the banking agencies’ regulatory capital standards and reported in Schedule RC-R, Part I, item 26, except as described in the instructions. 1. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. RCFDF236 144,952,907 RCFDF237 6,414,471 RCFNF234 6,414,471 RCFDK652 171,963,161 RCFDK653 1 RCFDK654 17,348,041 RCFDK655 0 RCFDG465 1,167,873 RCFDG466 633,158 RCFDG467 468,571 RCFDG468 493,570 RCFDG469 0 RCFDG470 0 RCFDG471 0 RCFDG472 1,467,288 RCONG803 0 RCONL190 NR RCFDK656 No RCFDK657 NR RCFDK658 NR RCFDK659 Yes RCFDK660 76,053,959 RCFDK661 2,643,023 RCONF049 35,487,093 RCONF050 502077 RCONF051 103,051,343 RCONF052 27861 RCONF045 0 RCONF046 0
Dollar amounts in thousands 1 Retirement deposit accounts of more than $250,000: Amount of retirement deposit accounts of more than $250,000................................................................... Number of retirement deposit accounts of more than $250,000................................................................... Memorandum item 2 is to be completed by banks with $1 billion or more in total assets. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid (see instructions)3.............................. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank’s or parent savings association’s Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: Legal title.............................................................................................................................................................. FDIC Certificate Number...................................................................................................................................... Dually payable deposits in the reporting institution’s foreign branches....................................................................... Memorandum items 5 through 12 are to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Applicable portion of the CECL transitional amount or modified CECL transitional amount that has been added to retained earnings for regulatory capital purposes as of the current report date and is attributable to loans and leases held for investment.......................................................................................................................................................... Criticized and classified items: Special mention.................................................................................................................................................... Substandard......................................................................................................................................................... Doubtful................................................................................................................................................................ Loss...................................................................................................................................................................... “Nontraditional 1-4 family residential mortgage loans” as defined for assessment purposes only in FDIC regulations: Nontraditional 1-4 family residential mortgage loans........................................................................................... Securitizations of nontraditional 1-4 family residential mortgage loans................................................................ “Higher-risk consumer loans” as defined for assessment purposes only in FDIC regulations: Higher-risk consumer loans................................................................................................................................. Securitizations of higher-risk consumer loans...................................................................................................... “Higher-risk commercial and industrial loans and securities” as defined for assessment purposes only in FDIC regulations: Higher-risk commercial and industrial loans and securities................................................................................. Securitizations of higher-risk commercial and industrial loans and securities..................................................... Commitments to fund construction, land development, and other land loans secured by real estate for the consolidated bank: Total unfunded commitments................................................................................................................................ Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC)............ Amount of other real estate owned recoverable from the U.S. government under guarantee or insurance provisions (excluding FDIC loss-sharing agreements)..................................................................................................................... Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC-E, Memorandum item 2.d).......................................................................................................................................................................... Memorandum item 13.a is to be completed by “large institutions” and “highly complex institutions” as defined in FDIC regulations. Memorandum items 13.b through 13.h are to be completed by “large institutions” only. Portion of funded loans and securities in domestic and foreign offices guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements): Construction, land development, and other land loans secured by real estate.................................................... Loans secured by multifamily residential and nonfarm nonresidential properties................................................ Closed-end loans secured by first liens on 1-4 family residential properties........................................................ Closed-end loans secured by junior liens on 1-4 family residential properties and revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit..................................................... Commercial and industrial loans.......................................................................................................................... Credit card loans to individuals for household, family, and other personal expenditures...................................... All other loans to individuals for household, family, and other personal expenditures.......................................... Non-agency residential mortgage-backed securities........................................................................................... Memorandum items 14 and 15 are to be completed by “highly complex institutions” as defined in FDIC regulations. Amount of the institution’s largest counterparty exposure ......................................................................................... M.1.d. M.1.d.1. M.1.d.2. M.2. M.3. M.3.a. M.3.b. M.4. M.5. M.6. M.6.a. M.6.b. M.6.c. M.6.d. M.7. M.7.a. M.7.b. M.8. M.8.a. M.8.b. M.9. M.9.a. M.9.b. M.10. M.10.a. M.10.b. M.11. M.12. M.13. M.13.a. M.13.b. M.13.c. M.13.d. M.13.e. M.13.f. M.13.g. M.13.h. M.14. 1. The dollar amounts used as the basis for reporting in Memorandum items 1.a through 1.d reflect the deposit insurance limits in effect on the report date. 3. Uninsured deposits should be estimated based on the deposit insurance limits set forth in Memorandum items 1.a through 1.d. The $1 billion asset-size test is based on the total assets reported on the June 30, 2025, Report of Condition.
Dollar amounts in thousands Total amount of the institution’s 20 largest counterparty exposures.......................................................................... Memorandum item 16 is to be completed by ‘’large institutions’’ and ‘’highly complex institutions’’ as defined in FDIC regulations. Portion of loan modifications to borrowers experiencing financial difficulty that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) (included in Schedule RC-C, part I, Memorandum item 1)................................................................................................................................................... Memorandum item 17 is to be completed on a fully consolidated basis by those “large institutions” and “highly complex institutions” as defined in FDIC regulations that own another insured depository institution. Selected fully consolidated data for deposit insurance assessment purposes: Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations......................................................................................................................................... Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits)................................................................................................................................................................... Unsecured “Other borrowings” with a remaining maturity of one year or less..................................................... Estimated amount of uninsured deposits in domestic offices of the institution and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid RCFDK674 CONF RCFDL189 0 RCFDL194 NR RCFDL195 NR RCFDL196 NR RCONL197 NR
Dollar amounts in thousands 1% Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default: “Nontraditional 1-4 family residential mortgage loans” as defined for 1.01-4% 4.01-7% 7.01-10%10.01-14% 14.01-16% 16.01-18% 18.01-20% 22.01-26% 26.01-30% 30% Unscoreable M.18. M.18.a. assessment purposes only in FDIC RCFDM964 RCFDM965 RCFDM966 RCFDM967 RCFDM968 RCFDM969 RCFDM970 RCFDM971 RCFDM972 RCFDM973 RCFDM974 RCFDM975 RCFDM976 RCFDM977 RCFDM978 regulations.............................................. CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF a. Closed-end loans secured by first liens RCFDM979 RCFDM980 RCFDM981 RCFDM982 RCFDM983 RCFDM984 RCFDM985 RCFDM986 RCFDM987 RCFDM988 RCFDM989 RCFDM990 RCFDM991 RCFDM992 RCFDM993 on 1-4 family residential properties........ Closed-end loans secured by junior CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.b. CONF liens on 1-4 family residential RCFDM994 RCFDM995 RCFDM996 RCFDM997 RCFDM998 RCFDM999 RCFDN001 RCFDN002 RCFDN003 RCFDN004 RCFDN005 RCFDN006 RCFDN007 RCFDN008 RCFDN009M.18.c.properties............................................... Revolving, open-end loans secured by CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF 1-4 family residential properties and RCFDN010 RCFDN011 RCFDN012 RCFDN013 RCFDN014 RCFDN015 RCFDN016 RCFDN017 RCFDN018 RCFDN019 RCFDN020 RCFDN021 RCFDN022 RCFDN023 RCFDN024M.18.d. extended under lines of credit................ CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF RCFDN040 RCFDN041 RCFDN042 RCFDN043 RCFDN044 RCFDN045 RCFDN046 RCFDN047 RCFDN048 RCFDN049 RCFDN050 RCFDN051 RCFDN052 RCFDN053 RCFDN054 Credit cards........................................ CONF CONF CONFCONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.e. CONF RCFDN055 RCFDN056 RCFDN057 RCFDN058 RCFDN059 RCFDN060 RCFDN061 RCFDN062 RCFDN063 RCFDN064 RCFDN065 RCFDN066 RCFDN067 RCFDN068 RCFDN069 Automobile loans................................. CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONFM.18.f. RCFDN070 RCFDN071 RCFDN072 RCFDN073 RCFDN074 RCFDN075 RCFDN076 RCFDN077 RCFDN078 RCFDN079 RCFDN080 RCFDN081 RCFDN082 RCFDN083 RCFDN084 Student loans...................................... CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONFM.18.g. b. Other consumer loans and revolving RCFDN085 RCFDN086 RCFDN087 RCFDN088 RCFDN089 RCFDN090 RCFDN091 RCFDN092 RCFDN093 RCFDN094 RCFDN095 RCFDN096 RCFDN097 RCFDN098 RCFDN099 credit plans other than credit cards........ CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.h. CONF RCFDN100 RCFDN101 RCFDN102 RCFDN103 RCFDN104 RCFDN105 RCFDN106 RCFDN107 RCFDN108 RCFDN109 RCFDN110 RCFDN111 RCFDN112 RCFDN113 RCFDN114 Consumer leases................................. CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONFCONF M.18.i. CONF RCFDN115 RCFDN116 RCFDN117 RCFDN118 RCFDN119 RCFDN120 RCFDN121 RCFDN122 RCFDN123 RCFDN124 RCFDN125 RCFDN126 RCFDN127 RCFDN128 M.18.j. Total..................................................... CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF
Schedule RC-P - 1-4 Family Residential Mortgage Banking Activities in Domestic Offices(Form Type - 031) Schedule RC-P is to be completed by banks at which either 1-4 family residential mortgage loan originations and purchases for resale from all sources, loan sales, or quarter-end loans held for sale or trading in domestic offices exceed $10 million for two consecutive quarters. Dollar amounts in thousandsRetail originations during the quarter of 1-4 family residential mortgage loans for sale1............................................ Wholesale originations and purchases during the quarter of 1-4 family residential mortgage loans for sale2 ........... . 1-4 family residential mortgage loans sold during the quarter..................................................................................... 1-4 family residential mortgage loans held for sale or trading at quarter-end (included in Schedule RC, items 4.a and 5).............................................................................................................................................................................. Noninterest income for the quarter from the sale, securitization, and servicing of 1-4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i)............................................................................................. Repurchases and indemnifications of 1-4 family residential mortgage loans during the quarter................................ Representation and warranty reserves for 1-4 family residential mortgage loans sold: For representations and warranties made to U.S. government agencies and government-sponsored agencies.. For representations and warranties made to other parties................................................................................... Total representation and warranty reserves (sum of items 7.a and 7.b)............................................................... RCONHT81 0 RCONHT82 0 RCONFT04 0 RCONFT05 0 RIADHT85 0 RCONHT86 0 RCONL191 CONF RCONL192 CONF RCONM288 0 Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis(Form Type - 031) Schedule RC-Q is to be completed by banks that: 1. 2. 3. 4. 5. 6. 7. 7.a. 7.b. 7.c. Have elected to report financial instruments or servicing assets and liabilities at fair value under a fair value option with changes in fair value recognized in earnings, or Are required to complete Schedule RC-D, Trading Assets and Liabilities. 5.a. 5.b. 5.b.1. 10.a. 10.b. Exclude originations and purchases of 1-4 family residential mortgage loans that are held for investment. Exclude originations and purchases of 1-4 family residential mortgage loans that are held for investment. The amount reported in item 1, column A, must equal the sum of Schedule RC, items 2.b and 2.c
Dollar amounts in thousands
| 1. | Other borrowed money.................................................................... |
| 2. | Subordinated notes and debentures............................................... |
| 3. | All other liabilities............................................................................. |
| 4. | Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13)............................................................................... |
| 1. | All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $100,000 and exceed 25% of item 6): |
| a. | Mortgage servicing assets......................................................... |
| 11. |
| 12. |
| 13. |
| 14. |
| M.1. |
| M.1.a. |
Dollar amounts in thousands 2. Amount of component....................................................................... 2. All other liabilities (itemize and describe amounts included in Schedule RC-Ï, item 13, that are ¹reater than ü100,000 and e¨ceed 25û of item 13): M.1.f.2. M.2. a. Loan commitments (not accounted for as derivatives)............... b. Nontradin¹ derivative liabilities................................................... Dollar amounts in thousands M.2.a. M.2.b. M.2.c. M.2.c.1. Dollar amounts in thousands 2.Amount of component....................................................................... Dollar amounts in thousands M.2.c.2. M.2.d. M.2.d.1. Dollar amounts inthousands 2. Amount of component....................................................................... Dollar amounts in thousands M.2.d.2. M.2.e. M.2.e.1. Dollar amounts in thousands 2. Amount of component....................................................................... Dollar amounts in thousands M.2.e.2. M.2.f.
Dollar amounts in thousands 2. Amount of component....................................................................... Dollar amounts in thousands 3. Loans measured at fair ªalue øincluded in Schedule RC-C, Dart I, items 1 throu¹h 9)æ a. Loans secured by real estateæ 1. Secured by 1-4 family residential properties................................................................................................. 2. All other loans secured by real estate........................................................................................................... b. Commercial and industrial loans.......................................................................................................................... c. Loans to indiªiduals for household, family, and other personal e¨penditures øi.e., consumer loans) øincludes purchased paper)..................................................................................................................................................... d. Other loans........................................................................................................................................................... 4. Unpaid principal balance of loans measured at fair ªalue øreported in Schedule RC-Ï, Memorandum item 3)æ a. Loans secured by real estateæ 1. Secured by 1-4 family residential properties................................................................................................. 2. All other loans secured by real estate........................................................................................................... b. Commercial and industrial loans.......................................................................................................................... c. Loans to indiªiduals for household, family, and other personal e¨penditures øi.e., consumer loans) øincludes purchased paper)..................................................................................................................................................... d. Other loans........................................................................................................................................................... M.2.f.2. M.3. M.3.a. M.3.a.1. M.3.a.2. M.3.b. M.3.c. M.3.d. M.4. M.4.a. M.4.a.1. M.4.a.2. M.4.b. M.4.c. M.4.d.
Part I - Regulatory Capital Components and Ratios(Form Type - 031) Part I is to be completed on a consolidated basis. Dollar amounts in thousands 1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares.............................................................................................................................................................................. RCFAPé42 12,998,312 2. Retained earnings1...................................................................................................................................................... a. Does your institution have a CECL transition election in effect as of the quarter-end report date? (enter “0” for No; enter “1” for Çes with a 3-year CECL transition election; enter “2” for Çes with a 5-year 2020 CECL transition election.)................................................................................................................................................................... 3. Accumulated other comprehensive income (AOCI)..................................................................................................... a. AOCI opt-out election (enter “1” for Çes; enter “0” for No.) (Advanced approaches institutions must enter “0” for No.)..................................................................................................................................................................... 4. Common equity tier 1 minority interest includable in common equity tier 1 capital..................................................... 5. Common equity tier 1 capital before ad¶ustments and deductions (sum of items 1 through 4)................................... 6. LESS: Goodwill net of associated deferred taxliabilities (DTLs)................................................................................. é. LESS: Intangible assets (other than goodwill and mortgage servicing assets (ÓSAs)), net of associated DTLs....... 8. LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of DTLs............................................................................................................................. 9. AOCI-related ad¶ustments (items 9.a through 9.e are effective Öanuary 1, 2015) (if entered “1” for Çes in item 3.a, complete only items 9.a through 9.e; if entered “0” for No in item 3.a, complete only item 9.f): a. LESS: Net unrealized gains (losses) on available-for-sale debt securities (if a gain, report as a positive value; if a loss, report as a negative value)........................................................................................................................ b. Not applicable. c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive value; if a loss, report as a negative value)................................................................................................................................................. d. LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value)................................................................................................. e. LESS: Net unrealized gains (losses) on held-to-maturity securities that are included in AOCI (if a gain, report as a positive value; if a loss, report as a negative value)......................................................................................... f. LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relate to the hedging of items that are not recognized at fair value on the balance sheet (if a gain, report as a positive value; if a loss, report as a negative value) (To be completed only by institutions that entered “0” for No in item 3.a)............................................................................................................................................................... 10. Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions: a. LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as a negative value).............................................. b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions. RCFAKW00 3,512,620 RCOAÖÖ29 0 RCFAB530 -1,408,671 RCOAP838 1 RCFAP839 0 RCFAP840 15,102,261 RCFAP841 458,000 RCFAP842 0 RCFAP843 28,422 RCFAP844 -1,299,629 RCFAP846 -91,314 RCFAP84é 2,315 RCFAP848 -13,569 RCFAP849 ÒR RCFAÏ258 -6,475 RCFAP850 0 1. 2. 2.a. 3. 3.a. 4. 5. 6. é. 8. 9. 9.a. 9.b. 9.c. 9.d. 9.e. 9.f. 10. 10.a. 10.b.
11. 12. 13. 13.a. 13.b. 14. 14.a. 14.b. 15. 15.a. 15.b. 16. 17. 18. 19. Dollar amounts in thousands 20. Additional tier 1 capital instruments plus related surplus.......................................................................................... 21. Non-qualifying capital instruments subject to phase out from additional tier 1 capital ............................................. 22. Tier 1 minority interest not included in common equity tier 1 capital......................................................................... 23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22)................................................................. 24. LESS: Additional tier 1 capital deductions................................................................................................................. 25. Additional tier 1 capital (greater of item 23 minus item 24, or zero).......................................................................... 26. Tier 1 capital1............................................................................................................................................................. 2 27. Average total consolidated assets ........................................................................................................................... 28. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 13 3 through 15, 17, and certain elements of item 24 - see instructions) .............................................................................. 29. LESS: Other deductions from (additions to) assets for leverage ratio purposes....................................................... 30. Total assets for the leverage ratio (item 27 minus items 28 and 29).......................................................................... 31. Leverage ratio (item 26 divided by 30).. RCFAP860 1,500,000 RCFAP861 0 RCFAP862 0 RCFAP863 1,500,000 RCFAP864 0RCFAP865 1,500,000 RCFA8274 17,524,511 RCFAKW03 171,963,161 RCFAP875 486,422 RCFAB596 2,315 RCFAA224 171,474,424 RCFA7204 10.2199% RCOALE74 0 RCOANC99 NR ..................................................................................................................... a. Does your institution have a community bank leverage ratio (CBLR) framework election in effect as of the quarter-end report date? (enter “1” for Yes; enter “0” for No)................................................................................... Item 31.b is to be completed only by non-advanced approaches institutions that elect to use the Standardized Approach for Counterparty Credit Îisµ øSA-CCÎ÷ for purposes of the standardized approach and supplementary levera¹e ratio. b. Standardized Approach for Counterparty Credit Risk opt-in election (enter “1” for Yes; leave blank for No.)....... 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 31.a. 31.b. 1. Institutions that have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in this item.
Dollar amounts in thousands (Column A) Amount (Column B) Percentage Total assets (Schedule RC, item 12); (must be less than $10 billion).................................. Trading assets and trading liabilities (Schedule RC, sum of items 5 and 15). Report as a dollar amount in Column A and as a percentage of total assets (5% limit) in Column B........... Off-balance sheet exposures: Unused portion of conditionally cancellable commitments............................................. Securities lent and borrowed (Schedule RC-L, sum of items 6.a and 6.b)..................... Other off-balance sheet exposures................................................................................. Total off-balance sheet exposures (sum of items 34.a through 34.c). Report as a dollar amount in Column A and as a percentage of total assets (25% limit) in Column B........... RCFA2170 NR RCFAKX77 NR RCFAKX78 NR RCFAKX79 NR RCFAKX80 NR RCFAKX81 NR RCFAKX82 NR RCFAKX83 NR 35. Unconditionally cancellable commitments................................................................................................................. RCFAS540 NR 35. 36. Investments in the tier 2 capital of unconsolidated financial institutions.................................................................... RCFALB61 NR 36. 37. Allocated transfer risk reserve................................................................................................................................... RCFA3128 NR 37. 38. Amount of allowances for credit losses on purchased credit-deteriorated assets: 38. a. Loans and leases held for investment.................................................................................................................. RCFAJJ30 NR 38.a. b. Held-to-maturity debt securities............................................................................................................................ RCFAJJ31 NR 38.b. c. Other financial assets measured at amortized cost............................................................................................. RCFAJJ32 NR 38.c. 39. Tier 2 capital instruments plus related surplus.......................................................................................................... RCFAP866 1,440,794 39. 40. Non-qualifying capital instruments subject to phase-out from tier 2 capital............................................................... RCFAP867 0 40. 41. Total capital minority interest that is not included in tier 1 capital.............................................................................. RCFAP868 0 41. 42. Adjusted allowances for credit losses and eligible credit reserves includable in tier 2 capital 42. 2 a. Adjusted allowances for credit losses (AACL) includable in tier 2 capital ........................................................... RCFA5310 477,678 42.a. b. (Advanced approaches institutions that exit parallel run only): Eligible credit reserves includable in tier 2 capital. RCFW5310 NR 42.b. 43. Not applicable. 43. 44. Tier 2 capital before deductions 44. a. Tier 2 capital before deductions (sum of items 39 through 42)............................................................................ RCFAP870 1,918,472 44.a. b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital before deductions (sum of items 39 through 41, plus item 42.b)................................................................................................................................. RCFWP870 NR 44.b. 45. LESS: Tier 2 capital deductions................................................................................................................................. RCFAP872 0 45. 46. Tier 2 capital 46. a. Tier 2 capital (greater of item 44.a minus item 45, or zero).................................................................................. RCFA5311 1,918,472 46.a. b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital (greater of item 44.b minus item 45, or zero)............................................................................................................................................................... RCFW5311 NR 46.b. 47. Total capital 47. a. Total capital (sum of items 26 and 46.a)............................................................................................................... RCFA3792 19,442,983 47.a. b. (Advanced approaches institutions that exit parallel run only): Total capital (sum of items 26 and 46.b)............. RCFW3792 NR 47.b. 48. Total risk-weighted assets 48. a. Total risk-weighted assets (from Schedule RC-R, Part II, item 31)...................................................................... RCFAA223 100,795,741 48.a. b. (Advanced approaches institutions that exit parallel run only): Total risk-weighted assets using advanced approaches rule (from FFIEC 101 Schedule A, item 60)......................................................................................... RCFWA223 NR 48.b. 3. All non-advanced approaches institutions should report in item 18, column A, the sum of items 13.a, 14.a, 15.a, and 17, column A; all advanced approaches institutions should report in item 18, column B, the sum of items 13.b, 14.b, 15.b, 16, and 17, column B. Beginning with the June 30, 2020, report date, all non-advanced approaches institutions should report the sum of item 19, column A, and item 25 in item 26; all advanced approaches institutions should report the sum of item 19, column B, and item 25 in item 26. Institutions that have elected to apply the 3-year or the 5-year 2020 CECL transition provision should include the applicable portion of the CECL transitional amount or the modified CECL transitional amount, respectively, in item 27. All non-advanced approaches institutions should report in item 28 the sum of items 6, 7, 8, 10.b, 13.a, 14.a, 15.a, 17 (column A), and certain elements of item 24 - see instructions; all advanced approaches institutions should report in item 28, the sum of items 6, 7, 8, 10.b, 11, 13.b, 14.b, 15.b, 16, 17 (column B), and certain elements of item 24 - see instructions
Dollar amounts in thousands (Column A) Percentage (Column B) Percentage Common equity tier 1 capital ratio (Column A: item 19, column A or B, as applicable, divided by item 48.a) (Advanced approaches institutions that exit parallel run only: Column B: item 19, column B, divided by item 48.b)................................................................................................. Tier 1 capital ratio (Column A: item 26 divided by item 48.a) (Advanced approaches institutions that exit parallel run only: Column B: item 26 divided by item 48.b)........................ Total capital ratio (Column A: item 47.a divided by item 48.a) (Advanced approaches institutions that exit parallel run only: Column B: item 47.b divided by item 48.b)..................... RCFAP793 15.8980% RCFWP793 NR RCFA7206 17.3862% RCFW7206 NR RCFA7205 19.2895% RCFW7205 NR Dollar amounts in thousands Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments: Capital conservation buffer................................................................................................................................... Advanced approaches institutions and institutions subject to Category III capital standards only: Total applicable capital buffer............................................................................................................................................................. Eligible retained income............................................................................................................................................ Distributions and discretionary bonus payments during the quarter......................................................................... Supplementary Leverage Ratio Items 55.a and 55.b are to be completed only by advanced approaches institutions and institutions subject to Category III capital standards. Total leverage exposure........................................................................................................................................ Supplementary leverage ratio............................................................................................................................... Enhanced supplementary leverage ratio information Items 56.a and 56.b are to be completed only by depository institutions that are subsidiaries of global systemically important bank holding companies. Leverage buffer standard...................................................................................................................................... Leverage buffer..................................................................................................................................................... 52. 52.a. 52.b. 53. 54. 55. 55.a. 55.b. 56. 56.a. 56.b. Institutions that have elected to apply the 3-year or the 5-year 2020 CECL transition provision should subtract the applicable portion of the AACL transitional amount or the modified AACL transitional amount, respectively, from the AACL, as defined in the regulatory capital rule, before determining the amount of AACL includable in tier 2 capital. See instructions for further detail on the CECL transition provisions.
Schedule RC-R Part II - Risk-Weighted Assets(Form Type - 031) Institutions are required to assign a 100 percent risk weight to all assets not specifically assigned a risk weight under Subpart D of the federal banking agencies’ regulatory capital rules and not deducted from tier 1 or tier 2 capital. Dollar amounts in thousands (Column A) Totals from Schedule RC (Column B) Adjustments to Totals Reported in Column A (Column C) Allocation by Risk-Weight Category 0% (Column D) Allocation by Risk-Weight Category 2% (Column E) Allocation by Risk-Weight Category 4% (Column F) Allocation by Risk-Weight Category 10% (Column G) Allocation by Risk-Weight Category 20% (Column H) Allocation by Risk-Weight Category 50% (Column I) Allocation by Risk-Weight Category 100% (Column J) Allocation by Risk-Weight Category 150% Cash and balances due from depository institutions........... Securities: Held-to-maturity securitie 3 ........................................ s . Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading.............................................................................. Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices......................... Securities purchased under agreements to resell........ Loans and leases held for sale: Residential mortgage exposures................................. High volatility commercial real estate exposures......... Exposures past due 90 days or more or on nonaccrual3..................................................................... RCFDD957 24,665,647 RCFDS396 0 RCFDD958 23,927,460 RCFDD959 367,141 RCFDS397 158,738 RCFDD960 212,305 RCFDS398 3 RCFDD961 20,488,542 RCFDS399 -12 RCFDD962 19,472,649 RCFDHJ74 0 RCFDHJ75 0 RCFDD963 1,014,101 RCFDD964 1,804 RCFDD965 0 RCFDS400 0 RCFDJA21 32,721,185 RCFDS402 -1,718,934 RCFDD967 30,020,124 RCFDHJ76 0 RCFDHJ77 0 RCFDD968 4,220,796 RCFDD969 0 RCFDD970 199,199 RCFDS403 0 RCOND971 0 RCOND972 0 RCOND973 0 RCONS410 0 RCOND974 0 RCONS411 0 RCFDH171 4,456,605 RCFDH172 4,456,605 RCFDS413 1,724 RCFDS414 0 RCFDH173 0 RCFDS415 0 RCFDS416 1,238 RCFDS417 486 RCFDS419 0 RCFDS420 0 RCFDH174 0 RCFDH175 0 RCFDH176 0 RCFDH177 0 RCFDS421 0 RCFDS423 0 RCFDS424 0 RCFDS425 0 RCFDHJ78 0 RCFDHJ79 0 RCFDS426 0 RCFDS427 0 RCFDS428 0 RCFDS429 0 1. 2. 2.a. 2.b. 3. 3.a. 3.b. 4. 4.a. 4.b. 4.c. 1. 2. 2.a. 2.b. 3. Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount Cash and balances due from depository institutions Securities: Held-to-maturity securities Available-for-sale debt securities and equity securities with readily determinable fair values not held for trading................ Federal funds sold and securities purchased under agreements to resell: RCFDH270 NR RCFDS405 0 RCFDS406 0 RCFDH271 0 RCFDH272 0 Institutions should report held-to-maturity securities net of allowances for credit losses in item 2.a. Institutions should report as a negative number in item 2.a allowances for credit losses eligible for inclusion in tier 2 capital, which excludes allowances for credit losses on purchased credit-deteriorated assets. 3. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount Federal funds sold in domestic offices Securities purchased under agreements to resell 4. Loans and leases held for sale: Residential mortgage exposures......................................... High volatility commercial real estate exposures................. RCFDH273 0 RCFDH274 0 RCFDH275 0 RCFDH276 0
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount c. Exposures past due 90 days or more or on nonaccrual6..... RCFDH277 0 RCFDH278 0 Dollar amounts in thousands (Column A) Totals from Schedule RC (Column B) Adjustments to Totals Reported in Column A (Column C) Allocation by Risk-Weight Category 0% (Column D) Allocation by Risk-Weight Category 2% (Column E) Allocation by Risk-Weight Category 4% (Column F) Allocation by Risk-Weight Category 10% (Column G) Allocation by Risk-Weight Category 20% (Column H) Allocation by Risk-Weight Category 50% (Column I) Allocation by Risk-Weight Category 100% (Column J) Allocation by Risk-Weight Category 150% 4. Loans and leases held for sale (continued): d. All other exposures...................................................... 5. Loans and leases held for investment:2 a. Residential mortgage exposures................................. b. High volatility commercial real estate exposures......... c. Exposures past due 90 days or more or on nonaccrual7..................................................................... d. All other exposures...................................................... 6. LESS: Allowance for credit losses on loans and leases...... 7. Trading assets..................................................................... 8. All other assets8.................................................................. a. Separate account bank-owned life insurance b. Default fund contributions to central counterparties RCFDS431 649,891 RCFDS432 0 RCFDS433 0 RCFDHJ80 0 RCFDHJ81 0 RCFDS434 0 RCFDS435 0 RCFDS436 649,891 RCFDS437 0 RCFDS439 19,955,033 RCFDS440 0 RCFDH178 0 RCFDS441 43,741 RCFDS442 18,708,474 RCFDS443 1,202,818 RCFDS445 0 RCFDS446 0 RCFDH179 0 RCFDH180 0 RCFDH181 0 RCFDH182 0 RCFDS447 0 RCFDS449 568,276 RCFDS450 0 RCFDS451 0 RCFDHJ82 0 RCFDHJ83 0 RCFDS452 0 RCFDS453 0 RCFDS454 0 RCFDS455 568,276 RCFDS457 27,875,586 RCFDS458 0 RCFDS459 131,259 RCFDHJ84 0 RCFDHJ85 0 RCFDS460 278,948 RCFDS461 75 RCFDS462 27,465,304 RCFDS463 0 RCFD3123 352,943 RCFD3123 352,943 RCFDD976 28,397,448 RCFDS466 27,147,872 RCFDD977 58,664 RCFDHJ86 0 RCFDHJ87 0 RCFDD978 350,441 RCFDD979 0 RCFDD980 840,471 RCFDS467 0 RCFDD981 7,166,125 RCFDS469 515,523 RCFDD982 1,284,773 RCFDHJ88 0 RCFDHJ89 0 RCFDD983 316,193 RCFDD984 65,798 RCFDD985 3,649,645 RCFDH185 14,402
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount 4. Loans and leases held for sale (continued): d. All other exposures.............................................................. 5. Loans and leases held for investment: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual11 ... . d. All other exposures.............................................................. 6. LESS: Allowance for credit losses on loans and leases 7. Trading assets............................................................................. 8. All other asset 12 ....................................................................... s . a. Separate account bank-owned life insurance...................... b. Default fund contributions to central counterparties............ RCFDH279 0 RCFDH280 0 RCFDH281 0 RCFDH282 0 RCFDH283 0 RCFDH284 0 RCFDH285 0 RCFDH286 0 RCFDH287 0 RCFDH288 0 RCFDH289 NR RCFDH186 0 RCFDH290 0 RCFDH187 0 RCFDH291 0 RCFDH292 0 RCFDH293 1,108,664 RCFDH188 0 RCFDS470 0 RCFDS471 0 RCFDH294 0 RCFDH295 0 RCFDH296 211,127 RCFDH297 42,225 RCFDH298 0 RCFDH299 0 6. For loans and leases held for sale, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 2. Institutions should report as a positive number in column B of items 5.a through 5.d, as appropriate, any allowances for credit losses on purchased credit-deteriorated assets reported in column A of items 5.a through 5.d, as appropriate. 7. For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 8. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets. 11. For loans and leases, net of unearned income, exclude residential mortgage exposures, high volatility commercial real estate exposures, or sovereign exposures that are past due 90 days or more or on nonaccrual. 12. Includes premises and fixed assets; other real estate owned; investments in unconsolidated subsidiaries and associated companies; direct and indirect investments in real estate ventures; intangible assets; and other assets.
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount 4. Loans and leases held for sale (continued): d. All other exposures.............................................................. 5. Loans and leases held for investment: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual11 ... . d. All other exposures.............................................................. 6. LESS: Allowance for credit losses on loans and leases 7. Trading assets............................................................................. 8. All other asset 12 ....................................................................... s . a. Separate account bank-owned life insurance...................... b. Default fund contributions to central counterparties............ RCFDH279 0
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount 4. Loans and leases held for sale (continued): d. All other exposures.............................................................. 5. Loans and leases held for investment: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual11 ... . d. All other exposures.............................................................. 6. LESS: Allowance for credit losses on loans and leases 7. Trading assets............................................................................. 8. All other asset 12 ....................................................................... s . a. Separate account bank-owned life insurance...................... b. Default fund contributions to central counterparties............ RCFDH279 0
Dollar amounts in thousands (Column K) Allocation by Risk-Weight Category 250% (Column L) Allocation by Risk-Weight Category 300% (Column M) Allocation by Risk-Weight Category 400% (Column N) Allocation by Risk-Weight Category 600% (Column O) Allocation by Risk-Weight Category 625% (Column P) Allocation by Risk-Weight Category 937.5% (Column Q) Allocation by Risk-Weight Category 1,250% (Column R) Application of Other Risk-Weighting Approaches Exposure Amount (Column S) Application of Other Risk-Weighting Approaches Risk-Weighted Asset Amount 4. Loans and leases held for sale (continued): d. All other exposures.............................................................. 5. Loans and leases held for investment: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual11 ... . d. All other exposures.............................................................. 6. LESS: Allowance for credit losses on loans and leases 7. Trading assets............................................................................. 8. All other asset 12 ....................................................................... s . a. Separate account bank-owned life insurance...................... b. Default fund contributions to central counterparties............ RCFDH279 0
