Texas
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74-1488375
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer R
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting Company o
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(Do not check if a smaller
reporting company)
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Title of each class of securities to be registered
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Amount to be registered
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Proposed maximum offering price per unit
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Proposed maximum aggregate offering price
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Amount of registration fee
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Senior Debt Securities
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(1)
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(1)
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(1)
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(2)
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Guarantees of Debt Securities
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(1)
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(1)
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(1)
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(2)
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(1)
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An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of the registration fee.
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About this prospectus
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ii
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Our company
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1
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Risk factors
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1
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Forward-looking statements
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1
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Use of proceeds
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2
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Ratio of earnings to fixed charges
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3
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Description of debt securities
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3
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Description of guarantees of debt securities
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3
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Plan of distribution
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3
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Legal matters
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3
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Experts
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3
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Where you can find more information
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4
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Incorporation of certain information by reference
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4
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·
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Our affiliated funeral and cemetery trust funds own investments in equity securities, fixed income securities, and mutual funds, which are affected by market conditions that are beyond our control.
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·
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We may be required to replenish our affiliated funeral and cemetery trust funds in order to meet minimum funding requirements, which would have a negative effect on our earnings and cash flow.
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·
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Our ability to execute our strategic plan depends on many factors, some of which are beyond our control.
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·
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Our credit agreements contain covenants that may prevent us from engaging in certain transactions.
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·
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If we lost the ability to use surety bonding to support our preneed funeral and preneed cemetery activities, we may be required to make material cash payments to fund certain trust funds.
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·
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The funeral home and cemetery industry continues to be increasingly competitive.
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·
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Increasing death benefits related to preneed funeral contracts funded through life insurance or annuity contracts may not cover future increases in the cost of providing a price-guaranteed funeral service.
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·
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The financial condition of third-party insurance companies that fund our preneed funeral contracts may impact our future revenues.
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·
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Unfavorable results of litigation, including currently pending class action cases concerning cemetery or burial practices, could have a material adverse impact on our financial statements.
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·
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Unfavorable publicity could affect our reputation and business.
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·
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If the number of deaths in our markets declines, our cash flows and revenues may decrease.
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·
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The continuing upward trend in the number of cremations performed in North America could result in lower revenues and gross profit.
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·
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Our funeral home and cemetery businesses are high fixed-cost businesses.
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·
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Regulation and compliance could have a material adverse impact on our financial results.
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·
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Increased costs, including potential increased health care costs, may have a negative impact on earnings and cash flows.
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·
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Cemetery burial practice claims could have a material adverse impact on our financial results.
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·
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A number of years may elapse before particular tax matters, for which we have established accruals, are audited and finally resolved.
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·
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Declines in overall economic conditions beyond our control could reduce future potential earnings and cash flows and could result in future goodwill impairments and/or other intangible assets.
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Three months ended
March 31,
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Twelve months ended
December 31,
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|||||||||||||||||||||||||
2013
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2012
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2012
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2011
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2010
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2009
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2008
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||||||||||||||||||||
3.70 | 3.01 | 2.72 | 2.60 | 2.62 | 2.47 | 2.15 |
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·
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Annual Report on Form 10-K for the year ended December 31, 2012 (including those sections incorporated by reference from our Proxy Statement filed March 28, 2013).
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·
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Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013.
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·
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Current Reports on Form 8-K filed with the SEC on May 13, 2013, May 29, 2013 (two reports) and May 30, 2013.
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·
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All documents filed by us in the future under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act until all of the securities registered under this prospectus or any accompanying prospectus supplement are sold, other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules.
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Amount to be Paid
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||||
SEC Registration fee
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$ | (1 | ) | |
Accountants’ fees and expenses
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(2 | ) | ||
Legal fees and Expenses
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(2 | ) | ||
Printing and engraving expenses
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(2 | ) | ||
Rating agency fees
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(2 | ) | ||
Transfer agent fees
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(2 | ) | ||
Trustee fees and expenses
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(2 | ) | ||
Miscellaneous fees
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(2 | ) | ||
Total
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$ | (2 | ) |
(1)
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Deferred in accordance with Rules 456(b) and 457I under the Securities Act and will be paid at the time of any particular offering of securities under this registration statement.
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(2)
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Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than the underwriting discount) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of securities offered hereby will be included in the prospectus supplement applicable to such offering.
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Exhibit
number |
Exhibit
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1.1
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*
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Form of Underwriting Agreement
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4.1
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Indenture dated as of February 1, 1993, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Form S-4 filed September 2, 2004 (File No. 333-118763))
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4.2
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*
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Form of Debt Securities
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4.3
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*
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Form of Guarantee of Debt Securities
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5.1
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Opinion of Shearman & Sterling LLP
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5.2
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Opinion of Gregory T. Sangalis
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12.1
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Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 13, 2013, and Exhibit 12.1 to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on April 25, 2013 (File No. 001-06402))
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23.1
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Consent of Shearman & Sterling LLP (contained in Exhibit 5.1)
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23.2
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Consent of Gregory T. Sangalis (contained in Exhibit 5.2)
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23.3
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Consent of PricewaterhouseCoopers LLP
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24.1
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Power of Attorney (included on signature page)
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25.1
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T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture
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*
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To be filed by amendment or to be incorporated by reference to a report filed hereafter in connection with or prior to an offering of securities.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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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;
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(2)
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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.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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If the registrant is relying on Rule 430B:
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(A)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement or in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of 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:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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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;
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(iii)
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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
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SERVICE CORPORATION INTERNATIONAL | ||||
By: | /s/ Gregory T. Sangalis | |||
Name:
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Gregory T. Sangalis
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Title:
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Senior Vice President, General Counsel and Secretary
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Signature
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Title
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Date
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/s/ *
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||||
R. L Waltrip
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Chairman of the Board
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June 6, 2013
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/s/ *
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Thomas L. Ryan
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President, Chief Executive Officer, and Director
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June 6, 2013
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(Principal Executive Officer)
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/s/ *
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Eric D. Tanzberger
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Senior Vice President, Chief Financial
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June 6, 2013
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Officer, and Treasurer
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(Principal Financial Officer)
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/s/ *
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Tammy R. Moore
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Vice President and Corporate Controller
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June 6, 2013
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(Chief Accounting Officer)
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/s/ *
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Alan R. Buckwalter, III
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Director
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June 6, 2013
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/s/ *
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Anthony L. Coelho
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Director
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June 6, 2013
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/s/ *
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Malcolm Gillis
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Director
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June 6, 2013
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/s/ *
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Victor L. Lund
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Director
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June 6, 2013
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/s/ *
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John W. Mecom, Jr.
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Director
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June 6, 2013
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/s/ *
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||||
Clifton H. Morris, Jr.
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Director
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June 6, 2013
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/s/ *
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||||
W. Blair Waltrip
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Director
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June 6, 2013
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/s/ *
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||||
Marcus A. Watts
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Director
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June 6, 2013
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/s/ *
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Edward E. Williams
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Director
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June 6, 2013
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*By:
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/s/ Gregory T. Sangalis
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Gregory T. Sangalis, Attorney-in-Fact
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Exhibit
number |
Exhibit
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1.1
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*
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Form of Underwriting Agreement
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4.1
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Indenture dated as of February 1, 1993, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Form S-4 filed September 2, 2004 (File No. 333-118763))
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4.2
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*
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Form of Debt Securities
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4.3
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*
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Form of Guarantee of Debt Securities
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5.1
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Opinion of Shearman & Sterling LLP
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5.2
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Opinion of Gregory T. Sangalis
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12.1
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Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12.1 to Annual Report on Form 10-K for the year ended December 31, 2012 filed on February 13, 2013, and Exhibit 12.1 to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed on April 25, 2013 (File No. 001-06402))
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23.1
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Consent of Shearman & Sterling LLP (contained in Exhibit 5.1)
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23.2
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Consent of Gregory T. Sangalis (contained in Exhibit 5.2)
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23.3
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Consent of PricewaterhouseCoopers LLP
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24.1
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Power of Attorney (included on signature page)
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25.1
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T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., as trustee under the indenture
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*
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To be filed by amendment or to be incorporated by reference to a report filed hereafter in connection with or prior to an offering of securities.
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599 LEXINGTON AVENUE | NEW YORK | NY | 10022-6069
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WWW.SHEARMAN.COM | T +1.212.848.4000 | F +1.212.848.7179
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(a)
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The Indenture.
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(b)
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The form of the Debt Securities.
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(c)
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The Registration Statement.
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(d)
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The Prospectus.
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(e)
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The Restated Articles of Incorporation and the Bylaws of the Company, each as amended through the date hereof.
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(f)
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Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.
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ABU DHABI | BEIJING | BRUSSELS | DÜSSELDORF | FRANKFURT | HONG KONG | LONDON | MILAN | MUNICH | NEW YORK
PALO ALTO | PARIS | ROME | SAN FRANCISCO | SÃO PAULO | SHANGHAI | SINGAPORE | TOKYO | TORONTO | WASHINGTON, DC |
SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.
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(a)
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The genuineness of all signatures.
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(b)
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The authenticity of the originals of the documents submitted to us.
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(c)
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The conformity to authentic originals of any documents submitted to us as copies.
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(d)
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As to matters of fact, the truthfulness of the representations made in the foregoing documents, and in certificates of public officials and officers of the Company.
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(e)
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The Registration Statement will have become effective and comply with all applicable laws.
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(f)
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The Registration Statement will be effective and will comply with all applicable laws at the time any Securities are offered or issued as contemplated by the Registration Statement.
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(g)
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A Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws.
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(h)
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All Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate Prospectus Supplement.
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(i)
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The Securities will be issued and sold in the form and containing the terms set forth in the Registration Statement and the appropriate Prospectus Supplement.
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(j)
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The Securities offered do not violate any law applicable to the Company or result in a default under or breach of any agreement or instrument binding upon the Company.
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(k)
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The Company will have obtained any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities necessary to issue and sell the Securities.
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(l)
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That:
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(i)
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The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
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(ii)
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The Company has power and authority (corporate or otherwise) to execute, deliver and perform the Indenture and the Securities, and has duly authorized, executed and delivered the Indenture.
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(iii)
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The execution, delivery and performance by the Company of the foregoing documents to which it is a party have been duly authorized by all necessary action (corporate or otherwise) and do not:
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(A)
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contravene its certificate or articles of incorporation, bylaws or other organizational documents; or
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(B)
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except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it.
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(m)
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The Securities offered comply with all requirements and restrictions, if any, applicable to the Company, whether imposed by any court or governmental or regulatory body having jurisdiction over the Company.
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(State of incorporation if not a U.S. national bank)
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95-3571558
(I.R.S. employer identification no.)
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400 South Hope Street
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Suite 400
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Los Angeles, California
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90071
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(Address of principal executive offices)
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(Zip code)
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Texas
(State or other jurisdiction of incorporation or organization)
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74-1488375
(I.R.S. employer identification no.)
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1929 Allen Parkway
Houston, Texas
(Address of principal executive offices)
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77019
(Zip code)
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1.
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General information. Furnish the following information as to the trustee:
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(a)
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Name and address of each examining or supervising authority to which it is subject.
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Name
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Address
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Comptroller of the Currency
United States Department of the Treasury
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Washington, D.C. 20219
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Federal Reserve Bank
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San Francisco, California 94105
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Federal Deposit Insurance Corporation
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Washington, D.C. 20429
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(b)
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Whether it is authorized to exercise corporate trust powers.
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Yes.
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2.
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Affiliations with Obligor.
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If the obligor is an affiliate of the trustee, describe each such affiliation.
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None.
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3-15.
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Not applicable.
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16.
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List of Exhibits.
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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”) and 17 C.F.R. 229.10(d).
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1.
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A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 No. 333-152875).
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2.
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A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948).
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3.
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A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).
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4.
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A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).
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6.
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The consent of the trustee required by Section 321(b) of the Act.
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7.
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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.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
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By:
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/s/ Julie Hoffman-Ramos | ||
Name: | Julie Hoffman-Ramos | |||
Title: | Vice President | |||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
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By:
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/s/ Julie Hoffman-Ramos | ||
Name: | Julie Hoffman-Ramos | |||
Title: | Vice President | |||
Dollar Amounts | ||||
in Thousands | ||||
ASSETS | ||||
Cash and balances due from
|
||||
depository institutions:
|
||||
Noninterest-bearing balances | ||||
and currency and coin | 1,455 | |||
Interest-bearing balances | 1,301 | |||
Securities:
|
||||
Held-to-maturity securities | 0 | |||
Available-for-sale securities | 660,687 | |||
Federal funds sold and securities
|
||||
purchased under agreements to resell: | ||||
Federal funds sold | 73,000 | |||
Securities purchased under agreements to resell | 0 | |||
Loans and lease financing receivables:
|
||||
Loans and leases held for sale | 0 | |||
Loans and leases, | ||||
net of unearned income | 0 | |||
LESS: Allowance for loan and | ||||
lease losses | 0 | |||
Loans and leases, net of unearned | ||||
income and allowance | 0 | |||
Trading assets
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0 | |||
Premises and fixed assets (including
|
||||
capitalized leases) | 5,887 | |||
Other real estate owned
|
0 | |||
Investments in unconsolidated
|
||||
subsidiaries and associated | ||||
companies | 0 | |||
Direct and indirect investments in real estate ventures
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0 | |||
Intangible assets:
|
||||
Goodwill
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856,313 | |||
Other intangible assets
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159,149 | |||
Other assets
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150,314 | |||
Total assets
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$ | 1,908,106 |
Deposits:
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||||||||
In domestic offices
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498 | |||||||
Noninterest-bearing
|
498 | |||||||
Interest-bearing
|
0 | |||||||
Not applicable
|
||||||||
Federal funds purchased and securities
|
||||||||
sold under agreements to repurchase: | ||||||||
Federal funds purchased | 0 | |||||||
Securities sold under agreements to repurchase | 0 | |||||||
Trading liabilities
|
0 | |||||||
Other borrowed money:
|
||||||||
(includes mortgage indebtedness | ||||||||
and obligations under capitalized | ||||||||
leases) | 0 | |||||||
Not applicable
|
||||||||
Not applicable
|
||||||||
Subordinated notes and debentures
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0 | |||||||
Other liabilities
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236,096 | |||||||
Total liabilities
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236,594 | |||||||
Not applicable
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||||||||
EQUITY CAPITAL
|
||||||||
Perpetual preferred stock and related surplus
|
0 | |||||||
Common stock
|
1,000 | |||||||
Surplus (exclude all surplus related to preferred stock)
|
1,121,520 | |||||||
Not available
|
||||||||
Retained earnings
|
544,518 | |||||||
Accumulated other comprehensive income
|
4,474 | |||||||
Other equity capital components
|
0 | |||||||
Not available
|
||||||||
Total bank equity capital
|
1,671,512 | |||||||
Noncontrolling (minority) interests in consolidated subsidiaries
|
0 | |||||||
Total equity capital
|
1,671,512 | |||||||
Total liabilities and equity capital
|
1,908,106 |
Cherisse Waligura
|
)
|
CFO |
Troy Kilpatrick, President
|
)
|
||
Frank P. Sulzberger, MD
|
)
|
Directors (Trustees)
|
|
William D. Lindelof, MD
|
)
|