Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
NEW YORK | 13-4941247 |
(Jurisdiction of Incorporation or | (I.R.S. Employer |
organization if not a U.S. national bank) | Identification no.) |
| |
60 WALL STREET | |
NEW YORK, NEW YORK | 10005 |
(Address of principal | (Zip Code) |
executive offices) | |
Deutsche Bank Trust Company Americas
Attention: Mirko Mieth
Legal Department
60 Wall Street, 36th Floor
New York, New York 10005
(212) 250 – 1663
(Name, address and telephone number of agent for service)
T-Mobile US, Inc.
(Exact name of obligor as specified in its charter)
Delaware | 20-0836269 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
T-Mobile USA, Inc.
(Exact name of obligor as specified in its charter)
Delaware | 91-1983600 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
| |
12920 SE 38th Street | |
Bellevue, Washington | 98006 |
(Address of principal executive offices) | (Zip code) |
Additional Registrants
(See Table of Additional Registrants on next page)
Debt Securities
(Title of the Indenture securities)
TABLE OF ADDITIONAL REGISTRANTS
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number |
Alda Wireless Holdings, LLC | Delaware | 48-1165243 |
American Telecasting Development, LLC | Delaware | 84-1265444 |
American Telecasting of Anchorage, LLC | Delaware | 84-1262010 |
American Telecasting of Columbus, LLC | Delaware | 84-1262011 |
American Telecasting of Denver, LLC | Delaware | 84-1261970 |
American Telecasting of Fort Myers, LLC | Delaware | 59-3062505 |
American Telecasting of Ft. Collins, LLC | Delaware | 84-1261954 |
American Telecasting of Green Bay, LLC | Delaware | 84-1266405 |
American Telecasting of Lansing, LLC | Delaware | 84-1261958 |
American Telecasting of Lincoln, LLC | Delaware | 84-1261960 |
American Telecasting of Little Rock, LLC | Delaware | 84-1261961 |
American Telecasting of Louisville, LLC | Delaware | 84-1261962 |
American Telecasting of Medford, LLC | Delaware | 84-1295907 |
American Telecasting of Michiana, LLC | Delaware | 84-1261952 |
American Telecasting of Monterey, LLC | Delaware | 84-1266408 |
American Telecasting of Redding, LLC | Delaware | 84-1295911 |
American Telecasting of Santa Barbara, LLC | Delaware | 84-1261969 |
American Telecasting of Seattle, LLC | Delaware | 54-1540851 |
American Telecasting of Sheridan, LLC | Delaware | 84-1295909 |
American Telecasting of Yuba City, LLC | Delaware | 84-1295906 |
APC Realty and Equipment Company, LLC | Delaware | 52-2013278 |
Assurance Wireless of South Carolina, LLC | Delaware | Not applicable |
Assurance Wireless USA, L.P. | Delaware | 94-3410099 |
ATI Sub, LLC | Delaware | 26-2670017 |
Boost Worldwide, LLC | Delaware | 74-3027523 |
Broadcast Cable, LLC | Delaware | 35-1751776 |
Clear Wireless LLC | Nevada | 26-3821888 |
Clearwire Communications LLC | Delaware | 26-3783012 |
Clearwire Hawaii Partners Spectrum, LLC | Nevada | Not applicable |
Clearwire IP Holdings LLC | New York | Not applicable |
Clearwire Legacy LLC | Delaware | 26-3791581 |
Clearwire Spectrum Holdings II LLC | Nevada | Not applicable |
Clearwire Spectrum Holdings III LLC | Nevada | Not applicable |
Clearwire Spectrum Holdings LLC | Nevada | Not applicable |
Clearwire XOHM LLC | Delaware | 26-3791783 |
Fixed Wireless Holdings, LLC | Delaware | 75-3120884 |
Fresno MMDS Associates, LLC | Delaware | Not applicable |
IBSV LLC | Delaware | 91-2116910 |
Independent Wireless One Leased Realty Corporation | Delaware | 16-1583547 |
Kennewick Licensing, LLC | Delaware | 36-4165282 |
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number |
Layer3 TV, Inc. | Delaware | 46-3757801 |
L3TV Chicagoland Cable System, LLC | Delaware | 32-0513278 |
L3TV Colorado Cable System, LLC | Delaware | 30-0960088 |
L3TV Dallas Cable System, LLC | Delaware | 61-1811814 |
L3TV DC Cable System, LLC | Delaware | 36-4854339 |
L3TV Detroit Cable System, LLC | Delaware | 36-4906175 |
L3TV Los Angeles Cable System, LLC | Delaware | 37-1852327 |
L3TV Minneapolis Cable System, LLC | Delaware | 32-0590383 |
L3TV New York Cable System, LLC | Delaware | 61-1854933 |
L3TV Philadelphia Cable System, LLC | Delaware | 37-1906122 |
L3TV San Francisco Cable System, LLC | Delaware | 32-0575200 |
L3TV Seattle Cable System, LLC | Delaware | 36-4919336 |
MetroPCS California, LLC | Delaware | 68-0618381 |
MetroPCS Florida, LLC | Delaware | 68-0618383 |
MetroPCS Georgia, LLC | Delaware | 68-0618386 |
MetroPCS Massachusetts, LLC | Delaware | 20-8303630 |
MetroPCS Michigan, LLC | Delaware | 20-2509038 |
MetroPCS Networks California, LLC | Delaware | 20-4956821 |
MetroPCS Networks Florida, LLC | Delaware | 20-4957100 |
MetroPCS Nevada, LLC | Delaware | 20-8303430 |
MetroPCS New York, LLC | Delaware | 20-8303519 |
MetroPCS Pennsylvania, LLC | Delaware | 20-8303570 |
MetroPCS Texas, LLC | Delaware | 20-2508993 |
MinorCo, LLC | Delaware | 48-1165243 |
Nextel Communications of the Mid-Atlantic, Inc. | Delaware | 52-1653244 |
Nextel of New York, Inc. | Delaware | 22-3130302 |
Nextel Retail Stores, LLC | Delaware | 54-2021574 |
Nextel South Corp. | Georgia | 58-2038468 |
Nextel Systems, LLC | Delaware | 54-1878330 |
Nextel West Corp. | Delaware | 84-1116272 |
NSAC, LLC | Delaware | 54-1879079 |
PCTV Gold II, LLC | Delaware | 06-1419676 |
PCTV Sub, LLC | Delaware | 26-2671511 |
People’s Choice TV of Houston, LLC | Delaware | 74-2629878 |
People’s Choice TV of St. Louis, LLC | Delaware | 43-1654858 |
PRWireless PR, LLC | Delaware | 20-5942061 |
PushSpring, Inc. | Delaware | 46-2545203 |
SFE 1, LLC | Delaware | 46-5109647 |
SFE 2, LLC | Delaware | 46-5109902 |
SIHI New Zealand Holdco, Inc. | Kansas | 73-1651896 |
SN Holdings (BR I) LLC | Delaware | Not applicable |
SpeedChoice of Detroit, LLC | Delaware | 06-1419673 |
SpeedChoice of Phoenix, LLC | Delaware | 86-0771395 |
Sprint (Bay Area), LLC | Delaware | 59-3155549 |
Sprint Capital Corporation | Delaware | 48-1132866 |
Sprint Communications Company L.P. | Delaware | 43-1408007 |
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number |
Sprint Communications Company of New Hampshire, Inc. | New Hampshire | 43-1532102 |
Sprint Communications Company of Virginia, Inc. | Virginia | 75-2019023 |
Sprint Communications, Inc. | Kansas | 48-0457967 |
Sprint Connect LLC | Delaware | Not applicable |
Sprint Corporation | Delaware | 46-1170005 |
Sprint Corporation | Kansas | 20-3883706 |
Sprint Corporation | Missouri | 43-1107665 |
Sprint eBusiness, Inc. | Kansas | 48-1219671 |
Sprint Enterprise Mobility, LLC | Delaware | 20-3806042 |
Sprint Enterprise Network Services, Inc. | Kansas | 74-2845682 |
Sprint eWireless, Inc. | Kansas | 48-1238831 |
Sprint International Communications Corporation | Delaware | 04-2509782 |
Sprint International Holding, Inc. | Kansas | 74-2808272 |
Sprint International Incorporated | Delaware | 13-3020365 |
Sprint International Network Company LLC | Delaware | Not applicable |
Sprint PCS Assets, L.L.C. | Delaware | 33-0783958 |
Sprint Solutions, Inc. | Delaware | 47-0882463 |
Sprint Spectrum Holding Company, LLC | Delaware | 48-1165242 |
Sprint Spectrum L.P. | Delaware | 48-1165245 |
Sprint Spectrum Realty Company, LLC | Delaware | 43-1746021 |
Sprint/United Management Company | Kansas | 48-1077227 |
SprintCom, Inc. | Kansas | 48-1187511 |
SWV Six, Inc. | Colorado | 84-1286920 |
T-Mobile Central LLC | Delaware | 91-1973799 |
T-Mobile Financial LLC | Delaware | 47-1324347 |
T-Mobile Leasing LLC | Delaware | 47-5079638 |
T-Mobile License LLC | Delaware | 91-1917328 |
T-Mobile Northeast LLC | Delaware | 52-2069434 |
T-Mobile PCS Holdings LLC | Delaware | 91-2159335 |
T-Mobile Puerto Rico Holdings LLC | Delaware | 20-2209577 |
T-Mobile Puerto Rico LLC | Delaware | 66-0649631 |
T-Mobile Resources Corporation | Delaware | 91-1909782 |
T-Mobile South LLC | Delaware | 20-3945483 |
T-Mobile Subsidiary IV LLC | Delaware | 91-2116909 |
T-Mobile West LLC | Delaware | 36-4027581 |
TDI Acquisition Sub, LLC | Delaware | 26-2671363 |
Theory Mobile, Inc. | Delaware | 81-2501674 |
Transworld Telecom II, LLC | Delaware | 26-2670333 |
US Telecom, Inc. | Kansas | 48-0934012 |
USST of Texas, Inc. | Texas | 43-1499027 |
Utelcom LLC | Kansas | 48-0940607 |
Virgin Mobile USA – Evolution, LLC | Delaware | 81-2831078 |
Exact name of registrant as specified in its charter(1) | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number |
VMU GP, LLC | Delaware | Not applicable |
WBS of America, LLC | Delaware | 26-2671254 |
WBS of Sacramento, LLC | Delaware | 36-3939511 |
WBSY Licensing, LLC | Delaware | 36-4046585 |
WCOF, LLC | Delaware | 26-2436251 |
Wireless Broadband Services of America, L.L.C. | Delaware | 36-4196556 |
Wireline Leasing Co., Inc. | Delaware | 26-3945313 |
(1) The address of each registrant is 12920 SE 38th Street, Bellevue, Washington 98006, and the telephone number is (425) 378-4000.
Debt Securities
(Title of the Indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee.
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address |
| |
Federal Reserve Bank (2nd District) | New York, NY |
Federal Deposit Insurance Corporation | Washington, D.C. |
New York State Banking Department | Albany, NY |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
Item 3. -15. | Not Applicable |
Item 16. | List of Exhibits. |
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810. |
| | |
| Exhibit 2 - | Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810. |
| | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810. |
| | |
| Exhibit 4 - | Existing By-Laws of Deutsche Bank Trust Company Americas, approved March 29, 2019, incorporated herein by reference to Exhibit S-3ASR filed with Form T-1 Statement, Registration No. 333-236787. |
| | |
| Exhibit 5 - | Not applicable. |
| | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act, incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-201810. |
| | |
| Exhibit 7 - | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. |
| | |
| Exhibit 8 - | Not Applicable. |
| | |
| Exhibit 9 - | Not Applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on this 4th day of September, 2020.
| DEUTSCHE BANK TRUST COMPANY AMERICAS |
| | |
| By: | /s/ Jeffrey Schoenfeld |
| Name: | Jeffrey Schoenfeld |
| Title: | Vice President |
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10005
| Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency | OMB Number 7100-0036 OMB Number 3064-0052 OMB Number 1557-0081 Approval expires November 30, 2020 Page 1 of 87 |
Federal Financial Institutions Examination Council
| Consolidated Reports of Condition and Income for a Bank with Domestic Offices Only—FFIEC 041 |
Report at the close of business June 30, 2020 |
| 20200630 | |
|
| (RCON 9999) | |
| | | |
This report is required by law: 12 U.S.C. § 324 (State member banks); 12 U.S.C. §1817 (State nonmember banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and savings associations. | | This report form is to be filed by banks with domestic offices only and total consolidated assets of less than $100 billion, except those banks that file the FFIEC 051, and those banks that are advanced approaches institutions for regulatory capital purposes that are required to file the FFIEC 031. |
|
| |
NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state nonmember banks and three directors for state member banks, national banks, and savings associations. I, the undersigned CFO (or equivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting | | schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct. |
| | |
| | |
| | Director (Trustee) |
| | |
| | |
Signature of Chief Financial Officer (or Equivalent) | | Director (Trustee) |
| | |
07/30/2020 | | |
Date of Signature | | Director (Trustee) |
|
Submission of Reports
Each bank must file its Reports of Condition and Income (Call Report) data by either: | | 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. |
(a) | Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for data collection (https://cdr.ffiec.gov/cdr/), or | |
| |
(b) | Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data into the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. | |
| | | | | | | |
For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at (888) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.help@cdr.ffiec.gov. | | DEUTSCHE BANK TRUST COMPANY AMERICAS |
| Legal Title of Bank (RSSD 9017) |
| |
| New York |
| | | | | City (RSSD 9130) |
FDIC Certificate Number | 623 | | | | | |
| | (RSSD 9050) | | | NY | | 10005 |
| | | | | State Abbreviation (RSSD 9200) | | Zip Code (RSSD 9220) |
| | | | | | | |
| | | | | Legal Entity Identifier (LEI) |
| | | | | 8EWQ2UQKS07AKK8ANH81 |
| | | | | (Report only if your institution already has an LEI.) (RCON 9224) |
|
The estimated average burden associated with this information collection is 51.02 hours per respondent and is expected to vary by institution, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10005
| FFIEC 041 Page 17 of 87 RC-1 |
Consolidated Report of Condition for Insured Banks
and Savings Associations for June 30, 2020
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the
last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands | RCON | Amount | |
Assets | | |
1. | Cash and balances due from depository institutions (from Schedule RC-A) | |
| a. | Noninterest-bearing balances and currency and coin(1) | 0081 | 33,000 | 1.a. |
| b. | Interest-bearing balances(2) | 0071 | 17,254,000 | 1.b. |
2. | Securities: | | |
| a. | Held-to-maturity securities (from Schedule RC-B, column A)(3) | JJ34 | 0 | 2.a. |
| b. | Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 235,000 | 2.b. |
| c. | Equity securities with readily determinable fair values not held for trading(4) | JA22 | 6,000 | 2.c. |
3. | Federal funds sold and securities purchased under agreements to resell: | | |
| a. | Federal funds sold | B987 | 0 | 3.a. |
| b. | Securities purchased under agreements to resell(5, 6) | B989 | 13,525,000 | 3.b. |
4. | Loans and lease financing receivables (from Schedule RC-C): | | |
| a. | Loans and leases held for sale | | | 5369 | 0 | 4.a. |
| b. | Loans and leases held for investment | B528 | 12,252,000 | | 4.b. |
| c. | LESS: Allowance for loan and lease losses | 3123 | 31,000 | 4.c. |
| d. | Loans and leases held for investment, net of allowance (item 4.b minus 4.c)(7) | B529 | 12,221,000 | 4.d. |
5. | Trading assets (from Schedule RC-D) | 3545 | 0 | 5. |
6. | Premises and fixed assets (including capitalized leases) | 2145 | 14,000 | 6. |
7. | Other real estate owned (from Schedule RC-M) | 2150 | 1,000 | 7. |
8. | Investments in unconsolidated subsidiaries and associated companies | 2130 | 0 | 8. |
9. | Direct and indirect investments in real estate ventures | 3656 | 0 | 9. |
10. | Intangible assets (from Schedule RC-M) | 2143 | 19,000 | 10. |
11. | Other assets (from Schedule RC-F)(6) | 2160 | 1,899,000 | 11. |
12. | Total assets (sum of items 1 through 11) | 2170 | 45,207,000 | 12. |
| | |
Liabilities | |
13. | Deposits: | |
| a. | In domestic offices (sum of totals of columns A and C from Schedule RC-E) | | | 2200 | 32,975,000 | 13.a. |
|
| (1) | Noninterest-bearing(8) | 6631 | 10,695,000 |
| 13.a.(1) |
|
| (2) | Interest-bearing | 6636 | 22,280,000 | 13.a.(2) |
| b. | Not applicable | |
14. | Federal funds purchased and securities sold under agreements to repurchase: | |
| a. | Federal funds purchased(9) | B993 | 0 | 12.a. |
| b. | Securities sold under agreements to repurchase(10) | B995 | 0 | 14.b. |
15. | Trading liabilities (from Schedule RC-D) | 3548 | 0 | 15. |
16. | Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) | 3190 | 380,000 | 16. |
17. | and 18. Not applicable | | |
19. | Subordinated notes and debentures(11) | 3200 | 0 | 19. |
1. | Includes cash items in process of collection and unposted debits. |
2. | Includes time certificates of deposit not held for trading. |
3. | Institutions that have adopted ASU 2016-13 should report in item 2.a amounts net of any applicable allowance for credit losses, and item 2. should equal Schedule RC-B, item 8, column A, less Schedule RI-B, Part II, item 7, column B. |
4. | Item 2.c is to be completed only by institutions that have adopted ASU 2016-01, which includes provisions governing the accounting for investments in equity securities. See the instructions for further detail on ASU 2016-01. |
5. | Includes all securities resale agreements, regardless of maturity. |
6. | Institutions that have adopted ASU 2016-13 should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
7. | Institutions that have adopted ASU 2016-13 should report in item 4.c the allowance for credit losses on loans and leases. |
8. | Includes noninterest-bearing demand, time, and savings deposits. |
9. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
10. | Includes all securities repurchase agreements, regardless of maturity. |
11. | Includes limited-life preferred stock and related surplus. |
DEUTSCHE BANK TRUST COMPANY AMERICAS
00623
New York, NY 10005
| FFIEC 041 Page 18 of 87 RC-2 |
Schedule RC—Continued
Dollar Amounts in Thousands | RCON | Amount | |
Liabilities—continued | | |
20. | Other liabilities (from Schedule RC-G) | 2930 | 2,134,000 | 20. |
21. | Total liabilities (sum of items 13 through 20) | 2948 | 35,489,000 | 21. |
22. | Not applicable | | |
| | | |
Equity Capital | |
| Bank Equity Capital | |
23. | Perpetual preferred stock and related surplus | 3838 | 0 | 23. |
24. | Common stock | 3230 | 2,127,000 | 24. |
25. | Surplus (exclude all surplus related to preferred stock) | 3839 | 932,000 | 25. |
26. | a | Retained earnings | 3632 | 6,660,000 | 26.a. |
| b | Accumulated other comprehensive income(1) | B530 | (1,000) | 26.b. |
| c | Other equity capital components(2) | A130 | 0 | 26.c. |
27. | a | Total bank equity capital (sum of items 23 through 26.c) | 3210 | 9,718,000 | 27.a. |
| b | Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 0 | 27.b. |
28. | Total equity capital (sum of items 27.a and 27.b) | G105 | 9,718,000 | 28. |
29. | Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 45,207,000 | 29. |
Memoranda
To be reported with the March Report of Condition.
1. | Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2019 | RCON | Number | |
6724 | NA
| M.1. |
1a = | An integrated audit of the reporting institution’s financial statements and its internal control over financial reporting conducted in accordance with the standards of the American Institute of Certified Public Accountants (AICPA) or Public Company Accounting Oversight Board (PCAOB) by an independent public accountant that submits a report on the institution | | 2b = | An audit of the reporting institution’s parent holding company’s consolidated financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
1b = | An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution | | 3 = | This number is not to be used |
| 4 = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) |
2a = | An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) | | 5 = | Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) |
| 6 = | Review of the bank’s financial statements by external auditors |
| 7 = | Compilation of the bank’s financial statements by external auditors |
| 8 = | Other audit procedures (excluding tax preparation work) |
| 9 = | No external audit work |
To be reported with the March Report of Condition. | RCON | Date | |
2. | Bank’s fiscal year-end date (report the date in MMDD format) | 8678 | NA
| M.2. |
1. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments. |
2.
| Includes treasury stock and unearned Employee Stock Ownership Plan shares. |