S-4/A

As filed with the Securities and Exchange Commission on December 4, 2020

Registration No. 333-251094

Registration No. 333-251094-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pre-Effective Amendment No. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHEVRON CORPORATION CHEVRON U.S.A. INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	Pennsylvania
(State or other jurisdiction of incorporation or organization)
94-0890210	25-0527925
(I.R.S. Employer Identification No.)
CHEVRON CORPORATION 6001 Bollinger Canyon Road, San Ramon, California 94583 (925) 842-1000	CHEVRON U.S.A. INC. 6001 Bollinger Canyon Road, San Ramon, California 94583 (925) 842-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mary A. Francis, Esq.

Corporate Secretary and Chief Governance Officer

Chevron Corporation

6001 Bollinger Canyon Road,

San Ramon, California 94586

(925) 842-1000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

David E. Lillevand, Esq.
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22^nd Floor San Francisco, California 94111 Craig B. Brod, Esq. David Lopez, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006

Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act of 1933, as amended (the “Securities Act”), the offer described herein will commence as soon as practicable after the date of this registration statement. The offer cannot, however, be completed prior to the time this registration statement becomes effective. Accordingly, any actual acceptance of securities for exchange pursuant to the offer will occur only after this registration statement is effective, subject to the conditions set forth in this registration statement.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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 of 1933, 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(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee(2)(3)(4)
7.250% Notes due 2023	$100,000,000	100%	$100,000,000	$10,910
3.900% Notes due 2024	$650,000,000	100%	$650,000,000	$70,915
8.000% Notes due 2027	$250,000,000	100%	$250,000,000	$27,275
3.850% Notes due 2028	$600,000,000	100%	$600,000,000	$65,460
3.250% Notes due 2029	$500,000,000	100%	$500,000,000	$54,550
6.000% Notes due 2041	$850,000,000	100%	$850,000,000	$92,735
5.250% Notes due 2043	$1,000,000,000	100%	$1,000,000,000	$109,100
5.050% Notes due 2044	$850,000,000	100%	$850,000,000	$92,735
4.950% Notes due 2047	$500,000,000	100%	$500,000,000	$54,550
4.200% Notes due 2049	$500,000,000	100%	$500,000,000	$54,550
Total			$5,800,000,000	$632,780

(1) Represents the aggregate principal amount of each series of notes to be offered in the exchange offers to which the registration statement relates.

(2) Calculated in accordance with Rule 457(f) of the Securities Act of 1933, as amended (the “Securities Act”).

(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.

(4) Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-4 of Chevron Corporation and Chevron U.S.A. Inc. (File Nos. 333-251094 and 333-251094-01) (the “Registration Statement”) is being filed as an exhibit-only filing to file the Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas, as trustee, with respect to the Indenture, dated as of August 12, 2020, for Chevron Corporation, as guarantor, filed herewith as Exhibit 25.2 (the “Form T-1”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Form T-1 filed herewith as Exhibit 25.2. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.

Part II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules

3.1	Restated Certificate of Incorporation of Chevron Corporation, dated May  30, 2008, filed as Exhibit 3.1 to Chevron Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2008 (File No.  001-00368) and incorporated herein by reference.
3.2	By-Laws of Chevron Corporation, as amended and restated on September  30, 2020, filed as Exhibit 3.1 to Chevron Corporation’s Current Report on Form 8-K dated October 2, 2020 (File No.  001-00368) and incorporated herein by reference.
3.3	Amended and Restated Articles of Incorporation of Chevron U.S.A. Inc., dated December  31, 2013, filed as Exhibit 3.3 to Chevron Corporation’s Registration Statement on Form S-3 dated August 7, 2020 and incorporated herein by reference.
3.4*	By-Laws of Chevron U.S.A. Inc., as amended and restated on October 1, 2020.
4.1*	Indenture, dated October  14, 1993, between Noble Energy, Inc. (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to U.S. Trust Company of Texas, N.A.
4.2	Indenture, dated April  1, 1997, between Noble Energy, Inc. (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to U.S. Trust Company of Texas, N.A., filed as Exhibit 4.1 to Noble Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference.
4.3	First Indenture Supplement, dated April  2, 1997, between Noble Energy, Inc. (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to U.S. Trust Company of Texas, N.A., filed as Exhibit 4.2 to Noble Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and incorporated herein by reference.
4.4	Second Indenture Supplement, dated August  1, 1997, between Noble Energy, Inc. (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as successor trustee to U.S. Trust Company of Texas, N.A., filed as Exhibit 4.1 to Noble Energy, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 and incorporated herein by reference.
4.5	Indenture, dated February  27, 2009, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Noble Energy, Inc.’s Current Report on Form 8-K, dated February  27, 2009 and incorporated herein by reference.
4.6	Fourth Supplemental Indenture, dated November  8, 2013, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Noble Energy, Inc.’s Current Report on Form 8-K, dated November  8, 2013 and incorporated herein by reference.
4.7	Fifth Supplemental Indenture, dated November  7, 2014, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Noble Energy, Inc.’s Current Report on Form 8-K, dated November  7, 2014 and incorporated herein by reference.
4.8	Seventh Supplemental Indenture, dated August  15, 2017, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Noble Energy, Inc.’s Current Report on Form 8-K, dated August  15, 2017 and incorporated herein by reference.
4.9	Eighth Supplemental Indenture, dated October  1, 2019, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee, filed as Exhibit 4.1 to Noble Energy, Inc.’s Current Report on Form 8-K, dated October  1, 2019 and incorporated herein by reference.

II-1

4.10	Indenture, dated August  12, 2020, between Chevron U.S.A. Inc., as Issuer, Chevron Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, filed as Exhibit 4.1 to Chevron Corporation’s Current Report on Form 8-K dated August 13, 2020 and incorporated herein by reference.
4.11*	Form of First Indenture Supplement to the Indenture, dated October  14, 1993, between Noble Energy, Inc. (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.12*	Form of Third Indenture Supplement to the Indenture, dated April  1, 1997, between Noble Energy, Inc, (formerly known as Noble Affiliates, Inc.) and The Bank of New York Mellon Trust Company, N.A., as Trustee.
4.13*	Form of Ninth Supplemental Indenture, dated February  27, 2009, between Noble Energy, Inc. and Wells Fargo Bank, National Association, as Trustee.
4.14*	Form of Second Supplemental Indenture, between Chevron U.S.A. Inc., as Issuer, Chevron Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee.
4.15*	Form of CUSA’s 7.250% Notes due 2023, Form of CUSA’s 7.250% Notes due 2023, Form of CUSA’s 3.900% Notes due 2024, Form of CUSA’s 8.000% Notes due 2027, Form of CUSA’s 3.850% Notes due 2028, Form of CUSA’s 3.250% Notes due 2029, Form of CUSA’s 6.000% Notes due 2041, Form of CUSA’s 5.250% Notes due 2043, Form of CUSA’s 5.050% Notes due 2044, Form of CUSA’s 4.950% Notes due 2047, and Form of CUSA’s 4.200% Notes due 2049 (included in Exhibit 4.14 to this registration statement).
5.1*	Opinion of Pillsbury Winthrop Shaw Pittman LLP.
5.2*	Opinion of Morgan, Lewis & Bockius LLP.
22.1*	Subsidiary Issuer of Guaranteed Securities.
23.1*	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Chevron Corporation.
23.2*	Consent of PricewaterhouseCoopers LLP for Tengizchevroil LLP.
23.3*	Consent of KPMG LLP for Noble Energy, Inc.
23.4*	Consent of Pillsbury Winthrop Shaw Pittman LLP for Chevron Corporation (included in Exhibit 5.1 to this registration statement).
23.5*	Consent of Morgan, Lewis & Bockius LLP for Chevron U.S.A. Inc. (included in Exhibit 5.2 to this registration statement).
24.1*	Powers of Attorney, dated December 3, 2020, for directors and certain officers of Chevron Corporation, authorizing, among other things, the signing of registration statements on their behalf.
24.2*	Powers of Attorney, dated December 3, 2020, for directors and certain officers of Chevron U.S.A. Inc., authorizing, among other things, the signing of registration statements on their behalf.
24.3**	Powers of Attorney, dated December 4, 2020, for certain officers of Chevron Corporation, authorizing, among other things, the signing of registration statements on their behalf.
24.4**	Power of Attorney, dated December 4, 2020, for officer of Chevron U.S.A. Inc., authorizing, among other things, the signing of registration statements on her behalf.
25.1*	Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas, as trustee, with respect to the Indenture, dated as of August 12, 2020.
25.2**	Statement of Eligibility on Form T-1 of Deutsche Bank Trust Company Americas, as trustee, with respect to the Indenture, dated as of August 12, 2020.
99.1*	Letter of Transmittal and Consent.

* Previously filed.

** Filed herewith.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Chevron Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this pre-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on December 4, 2020.

CHEVRON CORPORATION
By	*
	Michael K. Wirth
	Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this pre-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on December 4, 2020.

Principal Executive Officer (and Director)	Directors
*	*
Michael K. Wirth Chairman of the Board and Chief Executive Officer	Wanda M. Austin
	*
Principal Financial Officer	John B. Frank
*	*
Pierre R. Breber Vice President and Chief Financial Officer	Alice P. Gast
	*
Principal Accounting Officer	Enrique Hernandez, Jr.
*	*
David A. Inchausti Vice President and Controller	Jon M. Huntsman Jr.
	*
	Charles W. Moorman IV
	*
	Dambisa F. Moyo
	*
	Debra Reed-Klages
	*
	Ronald D. Sugar

*By	/s/ Mary A. Francis	*
	Mary A. Francis	D. James Umpleby III
	Attorney-In-Fact

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Chevron U.S.A. Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this pre-effective amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 4, 2020.

CHEVRON U.S.A. INC.
By	*
	Stephen W. Green
	President and Director

Pursuant to the requirements of the Securities Act of 1933, this pre-effective amendment no. 1 to the registration statement has been signed by the following persons in the capacities indicated on December 4, 2020.

Principal Executive Officer (and Director)	Directors
*	*
Stephen W. Green President and Director	Michael E. Coyle
	*
Principal Financial Officer and Principal Accounting Officer	Kari H. Endries
*	*
Beth A. Claar Vice President and Treasurer	Alana K. Knowles
	*
	Uriel M. Oseguera

*By	/s/ Mary A. Francis
	Mary A. Francis
	Attorney-In-Fact

II-4

EX-24.3

Exhibit 24.3

POWER OF ATTORNEY

WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing with the United States Securities and Exchange Commission in Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-4 (and any and all amendments thereto, including post-effective amendments);

WHEREAS, the undersigned is an officer or director, or both, of the Corporation;

NOW, THEREFORE, the undersigned hereby constitutes and appoints MARY A. FRANCIS, CHRISTOPHER A. BUTNER, CHRISTINE L. CAVALLO, and KARI H. ENDRIES, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement (and any and all amendments thereto, including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 4th day of December 2020.

/s/ Pierre R. Breber

Pierre R. Breber

POWER OF ATTORNEY

WHEREAS, Chevron Corporation, a Delaware corporation (the “Corporation”), contemplates filing with the United States Securities and Exchange Commission in Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-4 (and any and all amendments thereto, including post-effective amendments);

WHEREAS, the undersigned is an officer or director, or both, of the Corporation;

NOW, THEREFORE, the undersigned hereby constitutes and appoints MARY A. FRANCIS, CHRISTOPHER A. BUTNER, CHRISTINE L. CAVALLO, and KARI H. ENDRIES, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement (and any and all amendments thereto, including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 4th day of December 2020.

/s/ David A. Inchausti

David A. Inchausti

EX-24.4

Exhibit 24.4

POWER OF ATTORNEY

WHEREAS, Chevron U.S.A. Inc., a Pennsylvania corporation (the “Corporation”), contemplates filing with the United States Securities and Exchange Commission in Washington, D.C., under the provisions of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, a Registration Statement on Form S-4 (and any and all amendments thereto, including post-effective amendments);

WHEREAS, the undersigned is an officer or director, or both, of the Corporation;

NOW, THEREFORE, the undersigned hereby constitutes and appoints MARY A. FRANCIS, CHRISTOPHER A. BUTNER, and CHRISTINE L. CAVALLO, or any of them, his or her attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign the aforementioned Registration Statement (and any and all amendments thereto, including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do and cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 4th day of December 2020.

/s/ Beth A. Claar

Beth A. Claar

EX-25.2

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 executive offices)	(Zip Code)

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)

CHEVRON CORPORATION

(Exact name of obligor as specified in its charter)

Delaware	94-0890210
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
6001 Bollinger Canyon Road
San Ramon, CA	94583
(Address of principal executive offices)	(Zip code)

Guarantees

(Title of the Indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee.

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

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

(b) Whether it is authorized to exercise corporate trust powers.

      Yes.

Item 2. Affiliations with Obligor.

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

None.

Item 3. -15.     Not Applicable

Item 16. List of Exhibits.

Exhibit 1 -	Restated Organization Certificate of Bankers Trust Company dated August 31, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 18, 1998; Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 3, 1999; and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated March 14, 2002, incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 2 -	Certificate of Authority to commence business, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 3 -	Authorization of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 filed with Form T-1 Statement, Registration No. 333-201810.
Exhibit 4 -	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 3rd day of December, 2020.

DEUTSCHE BANK TRUST COMPANY AMERICAS
	By:	/s/ Jeffrey Schoenfeld
		Name: Jeffrey Schoenfeld
		Title:   Vice President

Exhibit 7

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005 Board’ GoenKra 3* the Feders Reserve -eoerai Zepost irsjanne Zorpcration OHne of he Comoroter of the 0-jrercy Dkte ‘ irrter7X-CC3& O*fi Mu -ter MJ&l-CO52 OkC ‘Mjnter 1E57-OCS1 .Atpwai ®T*W Sfc’.ie’Ttffl” 30, 2020 =age 1 nfS7 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 September 30, 2020 This report is required by Caw: 12 U.S.C. § 324 {State member banks); 12 U.S.C. §1817 (State nonmembe’ banks); 12 U.S.C. §101 {National banks); and 12 U.S.C. §1464 [Sawings associations). Unfess fee context indoates otherwise. the term ‘bank’ in this report form refers to both banks and savngs associations. 20200930 ;rcon 99991 This report form is to be filed by banks with domestic offices on y and total consolidated assets of ess than S100 billon, except feose banks that fie fee FFIEC 051, and those banks feat are advanceo approaches institutions for regulatory capital purposes feat: are required to file the FFIEC 031. NOTE: Each bank’s board of d rectors 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 reoeral 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 ind ividual performing an equivalent function! and attested to by not less than two directors (trustees) for state nonmember banks and three drectors for state member banks, national banks, and savngs associations. I, the unoersigned CFO {or equ valent) of the named bank, attest that the Reports of Condition and Income I Including the supporting signature or enter F naiciai once’ :or =n jiuaie^it; ‘0’3C.l2020 Date off signatoe Submission of Reports Each bank must fie its Reports of Condition and Income (Cail Report) data by either Using computer software to prepare its Call Report and t-e- submitting the report data directly to the FFIECs Central Data Repository (CDR). an Internet-based system for data collection Ihttpsu’/cdr ffiec.gGu.i’cdri1), or Completing its Cal 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 electronicaly submit the bank’s data file to fee CDR. For technical assistance with submissions to the CDR. please contact the CDR Help Desk by telephone at {338) CDR-3111, by fax at (703) 774-3946, or by e-mail at cdr.helpigcdr ffiec.gov. FDIC Certificate Number | 623 | (RSSD 9050) schediies) for this report date have been prepared in conformance wife the instructions issued by fee appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned d rectors (trustees), attest to the correctness of the Reports of Condition and Income {including the supporting schediiesl for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowteege and belief have been prepared n conformance with the instructions issued by the appropnate Federal regulatory authorty and are true and correct I “’. e’ — Dtiector (TnEtee) Director {Trustee) To ftffill the signature and attestation requrement 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 oata 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 fie need not match exactly fee appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report: item and fee reported amount D E UTS : H E BAN K TRUST C CM FA M Y AMER IC AS Legal Tr.le erf Bank (RSSD 9017) New Y-z-rk cry (RSS D 91 -3C; NY WOOS State AUrataBni (RSSZ E2C0) Z a Cede [RSSD saaq Legal Entity Identifier {LED IBEWQ2UQKS07AKKBANHB1 ~l Iffepon only lfyouT nEtituiion areaey has an LEI.) iffCON 5224) The ectn-aned average ttrden as»c3ted Arth tots rrtor-er.cr coiecor s 51.112 hors per ‘Kponderrt and : expe-Dec to <arj ty rsattton, deperang on ndvtdua crrumRancK. B-rden estmates incude tre a me far re»ie»tn(j inwjcscra oaee*r>g and rnartarrfl data r the reared fcrr-i, and ccrrpieenQ the inlbr ‘ebcr cc- ectcn but excude the ttr~e far oynpi mg and ‘nartanng bus-ress retools in the norm corse 3* a responderr: aetvtes. A =eoera agercy may not conduct or sparser and an onjarttxcr nr a person s net reqJ’ed to respond to a co*ecton of rTtonraax, iri«s It dsptays a curerty »ald Cf.tE contra rtrrtoer. Cormerts cooce’nog re accuracy of the burden estrmDe and sugoestons tor reducing the p-roer shoJd be O’ectoa to T« once of rfomaten arc Reguatr/ Aran, once of Manageme’t and Budget Wasrtxjtan, DC 2C503, and to one of the fPtoMirxj: Seaessry Board 3” Governors V r< Federa Reserve Sysserr 2OT and C Streets, NA, Wasnrgion, DC 20S51; Legisadwe and Reguatxy Vayas Dvaar, Office of the Cor-praer of the Curency, A’ashngaon DC 2D219 Assistart Execjtve Secresary, Fedem Deposit insirarce Corporator Washngtcin, DC3D429.

DEUTSCHE BANK TRUST COMPANY AMERICAS 00623 New York, NY 10005 FF1KE41 Pjge-7c4nr HC-1 Consolidated Report of Condition for Insured Banks and Savings Associations for September 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 cf the quarter. Schedule RC—Balance Sheet Dollar Amounts in Thousands fcCON| Amotmt Assets Cash and balances due from depository institutions (from Schedule RC-A) Noninterest-bearing balances and currency and coin 0031 33.000 1.a. Interest-bearing balances m . 15,335000 l.b. 2_ Securities: Held-to-maturity securities (from Schedule RC-B, column A) m. 0 2.a. Available-for-sale securities (from Schedule RC-B, column D} 1773 1r000,000 2.b. Equity securities with readi ly determinable fai r values net held far tradi ng hi - JA22 6,DM 2.c. Federal funds sold and securities purchased under agreements to resell: Federal funds sold Ba~ 0 3.a. Securities purchased under agreements to reselI ah. BSE9 Jj42j200. 3.b. Loans and lease financing receivables (from Schedule RC-C): Loans and leases held far sale | 0 4.a. Loans and leases held far investment 5525 12,649,000 4. b. LESS: Allowance for loan and lease losses 3123 23,000 4.c. Loans and leases held far investment, net of allowance (item 4.b minus 4.c) m.. 5525 12,626,000 4.d. Trading assets (from Schedule RC-D) 0. 5. 0. Premises and fixed assets (including capitalized leases} 2145 13.000 6. Other real estate owned (from Schedule RC-M) 2150 1,000 7. Investments in unconsolidated subsidiaries and associated companies 21-30 0 B. Direct and indirect investments in real estate ventures 3656 0 g. Intangible assets (from Schedule RC-M) 2143 21,000 10. Other assets (from Scbed ule RC-F) m. 2160 2,453,000 11. Total assets (sum of items 1 through 11) 2170 46^338000 12. Liabilities Deposits: In domestic offices (sum of totals of columns A and C from Schedu le RC-E). 22M | 32,074,000 13.a. (1} Noninterest-bearing « 5631 9,736,000 13.a.(1) (2) Interest-bearing. 5636 22,308,000 13.a.(2) Not applicable Federal frinds purchased and securities sold under agreements to repurchase: Federal funds purchased « B—3 0 14.a. Securities sold under agreements to repurchase m B95e 0 14.b. Trading liabilities (from Schedule RC-D) 3543 0 15. 10. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) 3,332,000 10. 17. and 18. Not applicable Subordinated notes and debentures nq 32133 | 0 19. Mudes cash terns in process of collectcn and unposted debts- Encodes time certificates cf depcst net held for trading. Institutions that: Gnave adopted ASU 2016-13 should report: in item 2.a amounts net of any applicable albwarce fcr credit losses, and item 2.a should equal Schedule RC-B- item 3, hAiito A. less Schedule Rl-B, Part II, item 7, column B. hem 2.c is to be completed or y by institetans that have accpted ASU 2016-01, wrier induces provisions governing the accounting for “vestments in equ ty securities See the instructions for furtner detail on ASU 2016-01. Gndudes a securities resae agreements regandless of maturty. S. nstitutens that “awe accpted ASU 2016-13 shoufe resort in items 3.b and 11 amounts ret cf ary appi cable allowance ‘”or cred t losses. 7 nstitutens that “awe accpted ASU 2016-13 shoiic resort in item 4 c the alowa”ce fcr credit losses om loans arc [eases. 3. Encodes reninterestMsearing cemand, time and savings oeposits. ft. Report overnight Feceral Home Loan Bank advances in SchecUe RC, item 16. ‘Other bcxrewed money.’ 10. Indudes all securities repurchase agreements, regardess cr maturity. 11 - Indudes mted- ire preferred stock and reated surpfis. 09.2020

DEUTSCHE SANK TRUST COMPANY AMERICAS 00623 New York, NY 10005 FFIEC041 =ageiEorar RC-2 Schedule RC—Continued Dollar Amounts in Thousands |^COW| Amount I Liabilities—continued I Other liabilities (from Schedule RC-G) I -1.647.00o1 20. Total liabilities (sum of items 13 through 2D) I I 37,053,000 21. Not applicable Equity Capital Bank Equity Capital I Perpetual preferred stock and related surplus 3553 0 23. Common stock 3^0 2.127.000 24. Surplus (exclude all surplus related to preferred stock). 3559 920,000 25. a. Retained earnings 3652 6,227,000 26.a. Accumulated other comprehensive income m 15530 0 26.b. Other equity capital components ra. A13° 0 26.c. a.Total bank equity capital (sum of items 23 through 26.c) 3ai0 9,283,000 27.a. b.Noncontrolling (minority) interests in consolidated subsidiaries JCOO q 27.b. 20. Total equity capital (sum of items 27.a and 27. b) G1P5 9,283,000 28. 29. Total liabilities and equity capital (sum of items 21 and 28) 46,336,000 29. Memoranda To be reported with tihe March Report of Condition. la = An integrated audit of the reporting nstituton’s financial statements and its internal centre! over financial reporting conducted h accordance w th the standarcs of the .American Institute of Certified Public Accou”tants (AICPA) or Pubic Company Accounting Oversght Board |PCAOE) by an incepen- dent public accountant that submits a report an the irrsttution 1b=An audtofthe reporting institirt on’s finance statements onlly conducted n accordance wih the audithg standards cf the AICPA or the PC AGE by an incependent public accootant that submits a resort on the nstituton 2b = An auditor the reporting institution’s parent:holding ccmoany’s consolidated financial statements only conducted in accordance w th the aucitirg standarcs of the AICPA or the PCAOB by an hdepercent public accountant that submits a retort on the consclidalec holding company (but not on the irrst lulion separately! = This number is not to be used = Directors’ examinatcn of the bank conducted h accordance with generally accepted auditing standards by a certred public account ng firm (may be requ red oy state-chartering authority) = Directors’ examinatcn of the bank performed by other external auotors (may be requ red by state-chartering authority) = Revew of the bank’s financial statements by external auditors = Compilation of the bank’s financial statements by external auotors = Other audt procedures (excluding tax preparation work ; 9= No externa aucit work 2a =An integrated audit of the reporting nstituton’s parent ridding company’s consolidated financial statements and its internal control over financial reporting conducted - accordance wth the star cards of the AICPA cr the PCAOB by an rtdepercent pubic accountant that submits a report rm the cortsdidated holding comoany (but not or the institutcn separately) Indicate i n 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 ^CON Number any date du ring 20/9 6734 NA M. 1. To be reported with the March Report of Condition. Date Bank’s fiscal year-end date (report the date in MMOD format) -6~-; NA M.2. 1. Includes, but is not limited to net unreal zed hold ng gans (losses) on available-for-sale securities, acciMnulated net ga ns (losses) on cash flow hedges, a’xi accumulated defined benefit pe^sm and othe’ postrec tement plan ao. jstments. 2 includes treasury stock and iMveameo Employee Stock Ownership Plan shares.