false--12-31FY20190001653242falseBank of N.T. Butterfield & Son Ltd0.0450.0770.0450.0750.0450.0730.0450.0780.0450.0770.0450.075P15Y0.441280.001.521.760.441.281.521.760.010.012000000000600000000020000000006000000000553592185300517755359218530051770.022550.016950.0492959000005900000590000059000001076979000103018300000000P3YP5YP3YP3YP3Y0.250.250.250.250.250.250.251020000016000000189000000.11254212619212 0001653242 ntb:OffbalanceSheetMember us-gaap:CreditAvailabilityConcentrationRiskMember ntb:HospitalityMember 2019-01-01 2019-12-31


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 20-F
(Mark One)
o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 20162019
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from ___________________________ to ___________________________


Commission file number: 001-37877
 
The Bank of N.T. Butterfield & Son Limited
(Exact name of Registrant as specified in its charter)
 
Bermuda
(Jurisdiction of incorporation or organization)


65 Front Street, Hamilton, HM 12Bermuda
(Address of principal executive offices)
  
Shaun Morris, 65 Front Street, Hamilton, HM 12Bermuda
Telephone: (441) 295-1111;(441295-1111; Fax: (441) 292-4365
E-mail: Shaun.Morris@Butterfieldgroup.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class

Trading Symbol (s)
Name of each exchange on which registered

votingVoting ordinary shares of par value BM$ 0.01 each

NTB
New York Stock Exchange
Voting ordinary shares of par value BM$ 0.01 eachNTB.BHBermuda Stock Exchange

Bermuda Stock Exchange



Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the
period covered by the annual report.
As ofat December 31, 2016,2019, there were 53,284,87253,005,177 shares of the registrant's common stock outstanding.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
xYesoYes xNo
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
oYes xNo
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
xYesoNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
xYesoNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerox Accelerated filero Non-accelerated filerxo


Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAPx
International Financial Reporting Standards as issued by the International Accounting Standards Boardo
Othero


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.
oItem 17 oItem 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
oYes xNo






TABLE OF CONTENTS
Cross Reference Sheet
Explanatory Note
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
Cautionary Note Regarding Forward-Looking Statements

Information on the Company

Selected Consolidated Financial and Other Data
Risk Factors
Market Information
Dividend Policy
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Selected Statistical Data
Risk Management
Supervision and Regulation
Management
Major Shareholders and Related Party Transactions
Certain Taxation Considerations
Enforcement of Civil Liabilities
Material Modifications to the Rights of Security Holders and Use of Proceeds

Disclosure Control and Procedures
Principal Accountant Fees and Services
Issuer Purchases of Equity Securities
Where You Can Find More Information
Index to the Financial Statements






CROSS REFERENCE SHEET


Form 20-F
  Item Caption Location Page
Part I      
Item 1 Identity of Directors, Senior Management and Advisors Not Applicable N/A
Item 2 Offer Statistics and Expected Timetable Not Applicable N/A
Item 3 Key Information Explanatory Note 
    Risk Factors 
    Selected Consolidated Financial and Other Data 
Dividend Policy
Item 4 Information on the Company Information on the Company 
    Supervision and Regulation 
Where You Can Find More Information
Item 4A Unresolved Staff Comments Not Applicable N/A
Item 5 Operating and Financial Review and Prospects Management's Discussion and Analysis of Financial Condition and Results of Operations 
Item 6 Directors, Senior Management and Employees ManagementInformation on the Company 
    Management
Major Shareholders and Related Party Transactions

 
Item 7 Major Shareholders and Related Party Transactions 
Major Shareholders and Related Party Transactions

 
Item 8 Financial Information Reports of Independent Registered Public Accounting Firms 
    Consolidated Financial Statements and Notes to the Consolidated Financial Statements 
Dividend Policy
Item 9 The Offer and Listing Market Information 
Item 10 Additional Information Management 
Dividend Policy
    Supervision and Regulation 
Certain Taxation Considerations
Item 11 Quantitative and Qualitative Disclosures about Market Risk Risk Management 
Item 12 Description of Securities other than Equity Securities Not Applicable N/A
Part II      
Item 13 Defaults, Dividend Arrearages and Delinquencies None N/A
Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds Material Modifications to the Rights of Security Holders and Use of ProceedsNot Applicable N/A
Item 15 Controls and Procedures Disclosure Controls and Procedures 
Item 16A Audit Committee Financial Expert Management - Audit Committee 
Item 16B Code of Ethics Management - Code of Conduct and Ethics and Whistleblower Policy 
Item 16C Principal Accountant Fees and Services Principal Accountant Fees and Services 
Item 16D Exemption from the Listing Standards for Audit Committees Not Applicable N/A
Item 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities 
Item 16F Changes in or Disagreements with AccountantsRegistrant's Certifying Accountant Not Applicable N/A
Item 16G Significant Differences in Corporate Governance Practices Management - Foreign Private Issuer Status 
Item 16H Mine Safety Disclosure Not Applicable N/A


i



  Item Caption Location Page
Part III      
Item 17��Financial Statements See Item 18Consolidated Financial Statements and Notes to the Consolidated Financial Statements N/A
Item 18 Financial Statements - Prepared Using a Basis of Accounting Other than IFRS Consolidated Financial Statements and Notes to the Consolidated Financial StatementsN/A N/A
Item 19 Exhibits Exhibits 




ii



EXPLANATORY NOTE


In this report, unless the context indicates otherwise, the term:
"Bank" or "Butterfield" refers to:
"Bank" or "Butterfield" refers to:
The Bank of N.T. Butterfield & Son Limited;
"BMA" refers to:
"BMA" refers to:
The Bermuda Monetary Authority;
"Board" refers to:
"Board" refers to:
The boardBoard of directorsDirectors of the Bank;
"IPO" refers to:
"IPO" refers to:
Ourour initial public offering on the New York Stock Exchange of 12,234,042 common shares completed on September 21, 2016;
"common shares" refers to:
"common shares" refers to:
Thethe voting ordinary shares of par value BM$ 0.01 each in the Bank; and
"we", "our", "us", "the Company" and "the Group" refer to:
"we", "our", "us", "the Company" and "the Group" refer to:
The Bank and its consolidated subsidiaries.


PRESENTATION OF FINANCIAL AND OTHER INFORMATION


In this report, references to “BMD”, “BM$”, or “Bermuda Dollars” are to the lawful currency of Bermuda, and “USD”, “US$”, “$” and “US Dollars” are to the lawful currency of the United States of America. The Bermuda Dollar is pegged to the US Dollar on a one‑to‑one basis and therefore, for all periods presented, BM$1.00 = US$1.00.
Certain monetary amounts, percentages and other figures included in this report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Our consolidated financial statements as ofat December 31, 2019 and 2018 and for the years ended December 31, 2016, 20152019, 2018 and 20142017 have been audited, as stated in the report appearing herein, by PricewaterhouseCoopers Ltd., Bermuda, and are included in this report and are referred to as our audited consolidated financial statements. We have prepared these financial statements in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
We believe that the non‑GAAP measures included in this report provide valuable information to readers because they enable the reader to identify the financial measures we use to track the performance of our business and guide management. Furthermore, these measures provide readers with valuable information regarding our core activities, which allows for a more meaningful evaluation of relevant trends when considered in conjunction with measures calculated in accordance with US GAAP. Non‑GAAP measures used in this report are not a substitute for US GAAP measures and readers should consider the US GAAP measures as well. For more information on non‑GAAP measures, including a reconciliation to the most directly comparable US GAAP financial measures, see “Selected Consolidated Financial and Other Data — Reconciliation of Non‑GAAP Financial Measures”.
INDUSTRY AND MARKET DATA
Some of the discussion contained in this report relies on certain market and industry data obtained from third‑party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications and third‑party forecasts in conjunction with our assumptions about our markets. While we believe the industry and market data to be reliable as of the date of this report, this information is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward‑Looking Statements” and “Risk Factors” in this report.
TRADEMARKS AND SERVICE MARKS
We own or have rights to trademarks and service marks for use in connection with the operation of our business, including, but not limited to, the word Butterfield.business. All other trademarks or service marks appearing in this report that are not identified as marks owned by us are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this report are listed without the ®, (TM) and (sm) symbols, but we will assert, to the fullest extent under applicable law, our applicable rights in these trademarks, service marks and trade names.






iii



IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY AND
A FOREIGN PRIVATE ISSUER

As a company with less than $1.0 billion in revenues during our last fiscal year, we are an “emerging growth company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies.
As an emerging growth company:
we are exempt from the requirement to obtain an attestation and report from our auditors on management’s assessment of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002;
we may provide reduced disclosure regarding our executive compensation arrangements pursuant to the rules applicable to foreign private issuers and emerging growth companies, which means we do not have to include a compensation discussion and analysis and certain other disclosure regarding our executive compensation; and
we are not required to seek a nonbinding advisory vote on executive compensation or golden parachute arrangements.
We have elected to take advantage of the scaled disclosure requirements and other relief described above in this report and may take advantage of these exemptions for so long as we remain an emerging growth company. We will remain an emerging growth company until the earliest of (1) the end of the fiscal year during which we have total annual gross revenues of $1.0 billion or more, (2) the end of the fiscal year following the fifth anniversary of the completion of our IPO, (3) the date on which we have, during the previous three‑year period, issued more than $1.0 billion in nonconvertible debt and (4) the end of the fiscal year, after we have been subject to the requirements of Section 13(a) or 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of 12 calendar months and have filed at least one annual report pursuant to those sections, in which the market value of the Bank’s equity securities that are held by non‑affiliates exceeds $700 million as of June 30 of that year. We are expected to cease to qualify as an emerging growth company on December 31, 2017.
In addition to scaled disclosure and the other relief described above, the JOBS Act permits us an extended transition period for complying with new or revised accounting standards affecting public companies. We do not intend to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements that we file in the future, will be subject to all new or revised accounting standards generally applicable to public companies.
We are a foreign private issuer, and so long as we qualify as a foreign private issuer under the Securities Exchange Act of 1934 (the "Exchange Act"), we will be exempt from certain provisions of the Exchange Act that are applicable to US domestic public companies, including:
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time;
the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission (the "SEC") of quarterly reports on Form 10‑Q containing unaudited financial and other specified information, or current reports on Form 8‑K, upon the occurrence of specified significant events; and
Regulation Fair Disclosure or ("Regulation FD,FD"), which regulates selective disclosures of material information by issuers.
We are, however, required to file an annual report on Form 20‑F within four months of the end of each fiscal year. In addition, we have published and intend to continue to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NYSE.New York Stock Exchange (the "NYSE"). Press releases related to financial results and material events have been and will continue to be furnished to the SEC on Form 6‑K. However, the information we are required to file with or furnish to the SEC is less extensive and less timely compared to that required to be filed with the SEC by USU.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you, were you investing in a USU.S. domestic issuer. For additional discussion on our foreign private issuer status, see “Management — Foreign Private Issuer Status”.




iv



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations or assumptions regarding the future of our business, future plans and strategies, our operational results and other future conditions. Forward-looking statements can be identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "seek," "target," "potential," "will," "would," "could," "should," "continue," "contemplate" and other similar expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectation concerning, among other things, our results of operations, financial condition, capital and liquidity requirements, prospects, growth, strategies and the industry in which we operate.
There are important factors that could cause actual results to differ materially from those contemplated by such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the "Risk Factors" section of this annual report, which include, but are not limited to, the following:
changes in economic and market conditions;conditions, particularly in our primary markets;
the impact of geopolitical events;
changes in market interest rates;
the lack of a central bank or lender of last resort in Bermuda and certain other jurisdictions in our access to sources of liquidityprimary markets;
a decline in tourism in Bermuda or certain other jurisdictions in our primary markets;
severe weather and capital to addressnatural disasters disrupting our liquidity needs;business;
our ability to attract and retain customer deposits;
our ability to effectively compete with other financial services companies and the effects of competition in the financial services industry on our business;markets in which we operate;
our ability to successfully execute our business plan and implement our growth strategy;
our ability to successfully manageexpand our credit risk and the sufficiency of our allowance for credit loss;business through acquisitions or investments;
our ability to successfully develop and commercialize new or enhanced products and services;
our ability to transact business in EU countries in the aftermath of Brexit;
damage to our reputation from any of the factors described in this section, in "Risk Factors" and in "Management's Discussion and Analysis of Financial Condition and Results of Operations";
a decline in the residential real estate markets in Bermuda, the Cayman Islands or the Channel Islands and the United Kingdom ("UK");
our reliance on appraisals and valuation techniques;
changes in the value of our investment portfolio;
fluctuations in foreign currency exchange rates;
fluctuations in interest rates and inflation;
prepayments of our loan and investment portfolios;
our access to sources of liquidity and capital to address our liquidity needs;
our reliance on other financial institutions and counterparties, such as clearing houses;
changes in banks' inter-bank lending rate reporting practices;
our ability to attract and retain wealth management, trust and banking clients;
a decline in our credit ratings;
our ability to attract and maintain highly skilled and qualified employees, including our senior management, other key employees and key executives;members of the Board;
our reliance on third-party vendors;
our reliance on representations provided to us about clients and counterparties;
our exposure to litigation and regulatory actions;
our ability to protect our intellectual property;
the effectiveness of our insurance coverage;
our reliance on the effective implementation, use and useprotection of technology;technology systems used by us and by our vendors;
our ability to identify and address cyber-security risks;
the failure or interruption of our information and communications systems;
the effectiveness of our risk management and internal disclosure controls and procedures;
the adequacy of our ability to maintain effective internal control over financial reporting;
the likelihood of success in,risk management framework, systems and the impact of, litigation or regulatory actions;processes;
the complex and changing regulatory environment in which we operate, including any changing regulatory requirements and restrictions placed on us by our principal regulator, the BMA, and other regulators, as well as our ability to comply with regulatory schemes in multiple jurisdictions;
our effectiveness in complying with applicable privacy, data security and data protection laws;
changes in accounting policies;
our effectiveness in complying with applicable anti-corruption legislations;
the impact of decisions made by the Financial Action Task Force ("FATF") relating to our operating jurisdictions;
the impact of economic substance legislation and regulations in our operating jurisdictions;
the impact of proposed tax reform in Bermuda; and
the incremental costsimpact of operating as a public company.US Federal income tax and tax information reporting requirements.
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this annual report.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and

v


liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this report speaks only as of the date of such statement. Except to the extent required by applicable law, we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.



vvi



INFORMATION ON THE COMPANY
Overview
We are a full service bank and wealth manager headquartered in Hamilton, Bermuda. We operate our business through sixthree geographic segments: Bermuda, the Cayman Islands, and Guernsey, where our principal banking operations are located; and The Bahamas, Switzerland,the Channel Islands and the United Kingdom, where we offer specialized financial services.UK. We offer banking services, comprisedcomprising of retail and corporate banking, treasury services, and wealth management, which consists of investment management, advisory and brokerage services, trust, private banking,estate, and asset management. Incompany management in both our Bermuda and Cayman Islands segments, we offer bothas well as custody services in our Bermuda segment. The Channel Islands and the UK segment include the jurisdictions of Guernsey and Jersey (Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial intermediaries including private banking and treasury services, internet banking, wealth management. In our Guernsey,management and fiduciary services. The UK jurisdiction provides mortgage services for high-value residential properties. We also have operations in the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland, segments,which we offer wealth management. Ininclude in our United Kingdom segment, we offer residential property lending.Other segment.
For the year ended December 31, 20162019 we generated $406.0$532.6 million in net revenue beforeafter provision for credit losses and other gains/losses ("Net Revenue"net revenue"). Our total net revenue, before inter-segment eliminations, by each of our sixthree geographic segments and our non-reportable "Other" segment for the years ended December 31, 2016, 20152019, 2018 and 20142017 are as follows:
 For the year ended
In millions of $2016 2015 2014
Net Revenue     
Bermuda segment$231.4
 $202.5
 $201.0
Cayman Islands segment$121.0
 $105.8
 $91.9
Guernsey segment$39.0
 $43.1
 $46.1
United Kingdom segment$6.0
 $19.3
 $26.4
Bahamas segment$4.7
 $5.3
 $5.5
Switzerland segment$3.8
 $3.4
 $2.5
 For the year ended
In millions of $2019 2018 2017
Net Revenue     
Bermuda$272.1
 $299.4
 $268.7
Cayman Islands$168.9
 $152.6
 $133.1
Channel Islands and the UK$82.9
 $59.0
 $46.8
Other$22.2
 $15.2
 $11.6
Our Net Revenuenet revenue for the year ended December 31, 20162019 consisted of 57%49.8% from our Bermuda segment, 30%30.9% from our Cayman Islands segment, 10%15.2% from our GuernseyChannel Islands and the UK segment 1%and 4.1% from our United Kingdom segment, and 1% from each of our Bahamas and Switzerland segments.Other segment. As ofat December 31, 2016,2019, we had $11.1$13.9 billion in total assets, $3.6$5.1 billion in net loans, $10.0$12.4 billion in customer deposits (67%(54% USD deposits, 18%15% USD-pegged deposits), $98.0$91.7 billion and $30.3 billion, respectively, of trust and custody businesses assets under administration ("AUA"AUA"), and $4.7$5.6 billion of assets under management ("AUM"AUM").
In our Bermuda and Cayman Islands segments, our bank provides a full range of retail and corporate banking services to individuals, local businesses, captive insurers, reinsurance companies, trust companies, and hedge funds. The key products we offer include personal and business deposit services, residential and commercial mortgages, small and medium-sized enterprise and corporate loans, credit and debit card suite, merchant acquiring, mobile / onlineand internet banking, and cash management. With seven branches and 51 ATMs as of December 31, 2016, we have a 39% Bermudian Dollar ("BMD") deposit market share in Bermuda and a 35% local deposit market share in the Cayman Islands as of December 31, 2015 based on data from the Bermuda Monetary Authority ("BMA") and the Cayman Islands Monetary Authority ("CIMA"), respectively.
In all of our segments, except the United Kingdom, we offer wealth management to high net worth and ultra-high net worth individuals, family offices, and institutional and corporate clients. Our wealth management platform has three lines of business: trust, private banking, and asset management.
The trust business line, which utilizes specialists in each of our geographic areas, meetsresponds to client needs in estate and succession planning, administration of complex asset holdings, and efficient coordination of family affairs. In addition, the business provides pension and employee benefits services for multinational corporations, as well as services that involve administration of and fiduciary responsibility for customized trust structures holding a wide range of asset types including financial assets, property, business assets, and art. As of December 31, 2016, trust AUA totaled $98.0 billion.
Our private banking business line offers access to a suite of services, targeted toward high net worth and ultra-high net worth individuals, trusts, and family offices, that can be customized to each client's needs and preferences and delivered as part of a coordinated strategy by a dedicated private banker. We provide clients in our Bermuda, Cayman Islands, and GuernseyChannel Islands and the UK segments with an integrated model that combines traditional wealth management with banking, lending, cash management, foreign exchange services, custody and access to asset management and trust professionals within Butterfield. We also provide our clients with immediate access to their account information through the use of internet banking. As of December 31, 2016, total deposits and loans in our private banking business were $3.3 billion and $0.9 billion, respectively.mobile banking.
Our asset management business line provides a broad range of portfolio management services to institutional and private clients. Our target client base includes institutions such as pension funds and captive insurance companies with investable assets over $10 million and private clients such as high net worth and ultra-high net worth individuals, families, and trusts with investable assets over $1 million. Our principal services include discretionary investment management, managed portfolio services, money market, and mutual fund offerings. We also offer advisory and self-directed brokerage options. Over 90% of the business's discretionary investment mandates call for balanced growth to conservative allocations. We focus on delivery of reasonable appreciation with an emphasis on capital preservation. The Bank relies on well-recognized and leading third parties to provide research and investment management expertise, while our own services are concentrated on portfolio construction and managing client relationships. We also provide customized reporting to meet specific needs of our major clients.As ofDecember 31, 2016 our asset management AUM were $4.7 billion.
From 20122015 to 2016,2019, our GAAP net income to common shareholders and our core net income to common shareholders (‘‘Core Net Income to Common’)(1) had compound annual growth rates (‘‘CAGRsCAGR’’) of 67%24% and 35%15%, respectively(1). These results were achieved despite a low interest rate environment. We attribute this financial performance to the attractive markets in our segments, leading position in those markets, strong operating discipline, conservative balance sheet deployment, and ability to grow our award-winning wealth management business.respectively. Our earnings generation has allowed us to build capital to return to shareholders and invest strategically, both organically and through acquisitions, to further enhance the growth prospects of our Company. We aim to continue to build excess capital in the future, which we can redeploy into growing our business and return to shareholders.


The following charts show the trajectory of our performance from 2012 to 2016:
GAAP Net Income to Common ($ in millions)GAAP Earnings per Common Share Fully Diluted
bankofnt-20_chartx32034.jpgbankofnt-20_chartx33138.jpg
Core Net Income to Common ($ in millions)1
Core Earnings per Common Share Fully Diluted2
bankofnt-20_chartx34248.jpgbankofnt-20_chartx35232.jpg

(1)
Core Net Income to Common is a non-GAAP financial measure that is calculated by adjusting net income for income or expense items which management considers not to be representative of the ongoing operations of our business and preference share dividends, guarantee fees and premiums paid on preference share buybacks and redemptions. For a reconciliation of Core Net Income to Common to GAAP net income to common, see "Selected Consolidated Financial and Other Data - Reconciliation of Non-GAAP Financial Measures".
(2)Core Earnings per Common Share Fully Diluted is a non-GAAP financial measure that is calculated by dividing Core Earnings to Common by the weighted average shares outstanding. For a reconciliation of Core Earnings per Common Share Fully Diluted to GAAP earnings per share, see "Selected Consolidated Financial and Other Data – Reconciliation of Non-GAAP Financial Measures".



Our History
The origin of The Bank of N.T. Butterfield & Son Limited traces back to 1758,1784, to the founding of the trading firm of Nathaniel Butterfield. In 1858, our company was established as a bank in Bermuda and has been instrumental to the local economy ever since. The Bank was later incorporated under a special act of the local Parliament in 1904. In the 1960s, as international businesses began contributing substantially to Bermuda's economy, we developed services to work to meet their needs. In 1967, we opened offices in the Cayman Islands and by the 1980s had expanded our operations to include retail banking, investment management, and fund administration. In 1973, we opened our Guernsey office in order to provide customers with access to the Pound Sterling currency after Bermuda's departure from the British Sterling zone. In addition to being Bermuda's first bank, we have a long history of innovating financial services on the island: we opened the first ATMs in Bermuda in the 1980s and launched Bermuda's first internet banking service in 2001. In 1971, we listed our common shares on the BSX ("Bermuda Stock ExchangeExchange") under the ticker symbol "NTB.BH".
In 2016, we listed our common shares on the New York Stock ExchangeNYSE under the ticker symbol "NTB".
In 2008 and 2009, as a result of the global financial crisis, we realized losses attributable primarily to US non-agency mortgage backed securities in our investment portfolio, as well as write-downs on local market hospitality loans. To raise capital to offset these losses, the Bank executed a $200 million preference share offering in June 2009. In 2009 and 2010, we implemented a comprehensive restructuring plan for the Company: we hired a new management team, de-risked our balance sheet, and raised $550 million of common equity from a group of investors that included Carlyle Global Financial Services and related entities (collectively, "The Carlyle Group" or "Carlyle") and Canadian Imperial Bank of Commerce ("CIBC"), as well as existing shareholders. As part of the transaction, we launched a rights offering of $130 million on April 12, 2010, so as to allow the pre-transaction shareholders to participate in the recapitalization of the Company. The rights offering, which closed on May 12, 2010, was fully subscribed to, and the proceeds were used to repurchase shares from the recapitalization investors. As a result, the recapitalization investors' total investment was reduced to $420 million.
Since our restructuring, we have pursued a strategy to focus on our core strengthsbusiness in banking and wealth management. We have executed upon our strategy by streamlining the Company's operations through exiting non-core markets, repositioning our balance sheet, investing in efficiency initiatives, and continuing to invest in our core business lines to grow both organically and through acquisitions. By following this strategy, we have significantly improved our financial results including growing Core Earnings to Common every year since 2011 and have been able to initiate a progressive capital return policy for investors. The following items were key steps in executing our strategy:
In 2010, we sold our operations in Hong Kong and Malta, and in 2012, we sold our operations in Barbados as they were no longer consistent with our strategy.
In 2010, we sold $820 million of asset-backed securities to cleanse our investment portfolio.
In 2013, we implemented an annual cash dividend of $0.40 per year plus a $0.10 per year special dividend.
In 2014, we completed two acquisitions, which allowed us to both expand and complement our existing business lines: Legis Group Holdings' Guernsey-based trust and corporate services business, as well as a significant portion of HSBC's corporate and retail banking business in the Cayman Islands.
In April 2015, CIBC sold its 19% ownership stake. We repurchased and retired 8 million shares for a total of $120 million, and The Carlyle Group purchased CIBC's remaining 2.3 million shares and subsequently sold them to other existing investors.
In December 2015, we repositioned our balance sheet to better match the duration of our assets and liabilities and to reclassify a portion of our Available for SaleAvailable-for-sale ("AFS"AFS") portfolio as Held to MaturityHeld-to-maturity ("HTM"HTM").
In February 2016, we commenced an orderly wind-down ("OWD") of our UK operations. We exited our private banking and asset management operations in our UK segment, but retainretained our UK high net worth and ultra-high net worth mortgage lending business. The OWD was largely completed by the end of 2016early 2017 with the change in the business operations to mortgage lending services and the change of name fromof our UK operations to Butterfield Mortgages Limited. The excess capital in the UK was released early in 2017, which we intend to investinvested in other areas of our business.
In April 2016, we completed an acquisition of HSBC's Bermuda trust business and private banking investment management operations that added $1.6 billion of deposits to our balance sheet. As part of the transaction, HSBC also entered into an agreement to refer its existing private banking clients to Butterfield.
In September 2016, we successfully completed a $288 million initial public offering and listing on the New York Stock Exchange,NYSE, through which we raised approximately $126 million in net primary proceeds.
In December 2016, we redeemed and canceled all of our issued and outstanding preference shares, which had a book value of $183 million, removing approximately $16 million of annual preference dividend and guarantee fees. We also repurchased for cancellation the outstanding warrant from the Government of Bermuda, removing a potentially dilutive instrument.
In February 2017, we successfully completed a first follow-on offering of 10,989,163 Common Shares. Following the closing of the offering, The Carlyle Group no longer held any Common Shares and the Investment Agreement between Butterfield and Carlyle was terminated.
In October 2017, we entered into an agreement to acquire Deutsche Bank AG’s ("Deutsche Bank's") Global Trust Solutions (“GTS”) business, excluding its US operations. Upon completion of the transaction, Butterfield took over the ongoing management and administration of the GTS portfolio, comprising approximately 1,000 trust structures for some 900 private clients in Guernsey, Switzerland, the Cayman Islands and Singapore. As part of the deal, we also purchased a service company in Mauritius to provide operations and support services to the Cayman Islands and the Channel Islands banking and custody businesses. This transaction was completed in March 2018.
In February 2018, we entered into an agreement to acquire Deutsche Bank’s banking and custody business in the Cayman Islands, Jersey and Guernsey, which provides services primarily to financial intermediaries and corporate clients. The Bank began to onboard certain customer deposits relating to the acquisition in 2018, and this onboarding activity was completed in the first half of 2019.
In May 2018, we issued $75 million of 5.25% Fixed to Floating Rate Subordinated Notes due 2028 to repay a portion of our outstanding indebtedness and for other general corporate purposes.
In July 2019, we completed the acquisition of ABN AMRO (Channel Islands) Limited ("ABN AMRO (Channel Islands)"), which provides banking, investment management and custody products to three distinct client groups, including trusts, private clients, and funds.
Our Markets
Our two largest segments are Bermuda and the Cayman Islands. As ofat December 31, 2016, 59%2019, 37% of our total assets were held by our Bermuda segment, and 29%27% by our Cayman Islands segment, and 36% were held by our Channel Islands and the UK segment. Bermuda is our largest segment by number of employees, and we are the country's largest independent bank. As ofat December 31, 2016,2019, our Bermuda segment had $6.8$5.2 billion of assets, $50.1$44.4 billion and $15.2 billion of trust and custody businesses AUA, respectively, and $3.4$4.0 billion of AUM, our Cayman Islands segment had $3.8 billion of assets, $7.7 billion and $2.6 billion of trust and custody businesses AUA, respectively and $0.8 billion of AUM, and our CaymanChannel Islands and the UK segment had $3.4$5.1 billion of assets, $4.0$20.4 billion and $12.5 billion of trust and custody businesses AUA, respectively and $0.8 billion of AUM.

The charts below provide the geographic distribution of our Net Revenue for the year ended December 31, 2016.2019.
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Segment Distribution of Net Revenue
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20162019 Net Revenue: $406.0$532.6 million


The Bermuda isand Cayman Islands banking markets have historically been characterized by a leading international financial centerlimited number of participants and a global hub for reinsurers,significant barriers to entry. In addition, these markets provide us with access to several attractive customer bases: in retail banking, we serve local residents and businesses; in corporate banking, we serve captive insurers, hedge funds, middle-market reinsurers, and other multi-national corporations. Foreign currency assets held by local banks totaled $18 billioncorporates; and in 2015, more than three times gross domestic product ("GDP") for the same period. According to a 2015 report from the Federal Insurance Office of the US Department of the Treasury, Bermuda is the domicile for 15 of the world's 40 largest reinsurance groupswealth management, we serve private trust clients and accounts for 11% of global reinsurance premiums writtenhigh net worth and 15% of global property & casualty reinsurance premiums written. Bermuda's captive insurance market includes approximately 750 captive insurers according to a 2015 report by the BMA. Home to a population of approximately 66,000, the country had the second highest GDP per capita income in the world in 2015 at approximately $92,500ultra-high net worth individuals and a nominal GDP of $5.7 billion according to The Economist.families.
The Cayman Islands is also a leading international financial center, serving as the leading domicile for hedge funds globally and the second largest domicile (after Bermuda) for captive insurers globally. Total deposits held by banks equaled $12 billion as of 2015, or more than three times GDP for 2015. As of December 31, 2016, there were 10,586 regulated mutual funds registered in the Cayman Islands with 106 mutual fund administrators according to CIMA. We hold business relationships with approximately 650 funds, fund administrators, and related entities. Home to a population of approximately 60,000, the country had a 2015 GDP per capita of approximately $56,100 and a nominal GDP of $9.2 billion according to the Cayman Islands' Annual Economic Report.
The table below highlights the relative position of Bermuda and the Cayman Islands compared to the US and UK based on several macroeconomic factors:

Comparison of Selected 2015 Macroeconomic Indicators(1)
  Bermuda Cayman Islands USA UK
GDP per Capita (in thousands of $) $92.5
 $56.1
 $55.9
 $44.2
Unemployment 7.0% 4.2 % 5.3% 5.4%
Consumer Price Inflation 1.4% (2.3)% 0.1% 0.1%
___________________
(1)
Source: The Economist, 2015 Bermuda Labour Force Survey Executive Report, and The Cayman Islands' Labour Force Survey Report Fall 2015
The international trust market is primarily concentrated in select jurisdictions, including Bermuda, the Cayman Islands, Guernsey, Jersey, Hong Kong, Jersey, Singapore, and Switzerland. The leading international trust law firms serve as key introducers of clients to Butterfield and are the primary source of new business. Trust clients often hold assets that are international in nature, and as a result, performance of trust businesses is not generally linked to performance of the domestic economies where clients are served.
The private banking market in Bermuda, the Cayman Islands, and Guernsey is composed largely of resident high net worth and ultra-high net worth individuals meeting minimum deposit and/or loan thresholds. Clients are introduced to the private bank through Butterfield's retail banking operation upon reaching the appropriate deposit or loan threshold, Butterfield's trust and asset management arms, as well as through external introducers. Although locally based, private banking clients often hold international assets, and as a result, business performance is not necessarily correlated to the domestic economies where clients are served.
Our asset management business line operates in Bermuda, the Cayman Islands, and Guernsey. As ofat December 31, 2016, 73%2019, 70% of our AUM was in Bermuda, 18%15% was in the Cayman Islands, 8%and 15% was in Guernsey. In Bermuda and the Cayman Islands, a majority of our institutional and private clients are domestic from a domicile perspective while a majority of our clients in Guernsey are tied to our trust business and are international in nature.

Our Competitive Strengths
Leading Bank in Attractive Markets
We are a leading bank in Bermuda with a 39% market share in BMD deposits and a 36% market share in BMD loans, respectively, as of December 31, 2015 (Source: BMA). In the Cayman Islands, we have a 35% market share in local deposits and a 25% market share in local mortgages as of December 31, 2015 (Source: CIMA). The Bermuda and Cayman Islands banking markets have historically been characterized by a limited number of participants and significant barriers to entry. In addition, these markets provide us with access to several attractive customer bases: in retail banking, we serve local residents and businesses; in corporate banking, we serve captive insurers, hedge funds, middle-market reinsurers, and other corporates; and in wealth management, we serve private trust clients and ultra-high net worth and high net worth individuals and families. Our market share, scale, history, and brand in our Bermuda and Cayman Islands segments have enabled us to achieve our strategic objectives, including lending at attractive margins, attracting low cost, sticky deposits, and growing our wealth management business, all of which have driven our earnings and capital generation.
Strong Capital Generation and Return
Since our recapitalization, we have streamlined our business by exiting non-core markets, executing on various operating efficiency initiatives, shifting the risk profile of our loan and securities portfolios, running off our legacy loan and securities portfolios, and deploying our excess capital in the form of dividends and share repurchases. Our return on equity for 2016 of approximately 9% and our Core ROATCE for 2016 of approximately 21% were driven by a number of factors, including: significant fee income with historically low capital requirements, low cost deposits, a high yielding loan portfolio, a conservative capital efficient securities portfolio, and our operations in corporate income tax neutral jurisdictions. As a result, our business generated core net income in 2016 well in excess of that needed to execute our organic balance sheet growth strategy.
Return on Equity
Core ROATCE1
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____________________________
(1)
Core ROATCE is a non-GAAP financial measure that is calculated by dividing core earnings to common shareholders by average tangible common equity. Average tangible common equity does not include the preference shareholders' equity or goodwill and intangible assets. For more information on the non-GAAP financial measures, see "Selected Consolidated Financial and Other Data — Reconciliation of Non-GAAP Financial Measures."

Growth Opportunities
We expect that, all else being equal, a rising rate environment would increase our net interest income before provision for credit losses because an increase in our cost of deposits would lag an increase in yield of our securities and loans. In addition, a significant portion of our deposits are non-interest bearing (24% as of December 31, 2016), and as a result, a portion of our funding is insensitive to rising rates. Our non-interest bearing deposit balances have historically exhibited low correlation with interest rates, a behavior that we attribute in part to a sizeable client base that utilizes our bank for cash management purposes. Potential changes to our net interest income in hypothetical rising and declining rate scenarios, measured over a 12-month period, are presented in the chart below (these projections assume parallel shifts of the yield curves occurring immediately and no changes in other potential variables):




Net Interest Income Sensitivity
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A down 100 basis points interest rate shock shows a reduction in projected 12-month net interest income of 8.9% from the flat scenario. The loss of income is driven by lower loan and investment yields, which more than offset reduced rates paid on deposits. Mitigating against the loss of income is the potential to charge negative interest rates on deposits (which we currently do in some instances) and certain loans that have rate floors.

In addition, we are well-positioned as an acquirer of certain businesses, primarily in wealth management. Our acquisition strategy seeks to capitalize on opportunities created by international financial institutions that have faced operating issues requiring them to simplify their businesses. We consider a wide range of potential acquisition opportunities, and we have a well-defined, disciplined approach to identifying potential acquisition targets across numerous criteria including: geography, business alignment, size, timing, quality, buyer universe and financial hurdles. Our recent focus has been primarily on the private trust business where we have expertise, scale and a strong brand.

In 2014, we completed two acquisitions that allowed us to both expand and complement our existing businesses: In April 2014, we completed the acquisition of Legis Group’s Guernsey-based trust and corporate services business. The transaction enhanced the scale of our international trust capabilities and fortified our position as a leading player in Guernsey. In November 2014, we acquired select deposits and loans in the Cayman Islands from HSBC. At close, the transaction added approximately $0.5 billion of customer deposits with an average cost of 0.12%, and $144 million of loans.

In April 2016, we acquired HSBC’s Bermuda trust business and private banking investment management operations. HSBC also entered into an agreement to refer its existing private banking clients to Butterfield. This acquisition added over $18.9 billion of trust AUA, $1.3 billion of AUM, and $1.6 billion of deposits.

Efficient Balance Sheet and Visible Earnings
Our relationship-driven business model and international corporate clientele have allowed us to develop a sticky deposit base with historically low funding costs. We believe our customers’ deposit activity has historically been inelastic to deposit pricing given the nature of corporate activity and competition in retail deposit taking in our segments. From 2012 to 2016, customer deposits have grown at a compound annual growth rate (‘‘CAGR’’) of approximately 14% in Bermuda and 12% in the Cayman Islands, taking into account the HSBC Cayman acquisition in November 2014 that added $0.5 billion of new deposits, and the April 2016 acquisition of HSBC’s Bermuda trust business and private banking investment management operations that added $1.6 billion of new deposits. As of December 31, 2016, we had $10.0 billion in deposits at a cost of
0.12%, of which 24% were non-interest bearing demand deposits, 58% were interest bearing demand deposits with a weighted-average cost of 0.07%, and 18% were term deposits with a weighted-average cost of 0.47% and an average maturity of 80 days. We believe the market conditions in Bermuda and the Cayman Islands will allow us to continue to benefit from favorable deposit pricing.


The following chart shows customer deposit trends for 2012 to 2016:

Deposit Balance and Funding Costs ($ in billions)
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Historically, the markets in which we operate generate fewer loans than deposits, which has led us to take a conservative approach to managing our balance sheet. We accomplish this by maintaining a large cash balance and investing in high quality and liquid securities. The following chart illustrates our asset composition as of December 31, 2016:


Balance Sheet Composition - Total Assets ($ in billions)
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As ofDecember 31, 2016, 19% of our balance sheet was cash and cash equivalents, which included cash and demand deposits with banks, unrestricted term deposits, certificates of deposits, and treasury bills with a maturity less than three months.

In addition to maintaining a large cash balance, we also have a large securities investment portfolio. We have a disciplined investment portfolio selection process and invest in highly rated securities. We also seek to ensure that our portfolio remains liquid across market cycles: 79% of our portfolio was invested in US government treasuries and mortgage-backed securities issued by US governmental agencies. Our investment strategy aims to align the interest rate risk profile of our assets and liabilities — as of December 31, 2016, the average duration of our AFS investment portfolio was 2.5 years, the average duration of our HTM investment portfolio was 6.3 years, and the average duration of our total investment portfolio was 3.4 years. As of December 31, 2016, the total value of our AFS investment portfolio was $3.3 billion, and the total value of our HTM investment portfolio was $1.1 billion.


The following charts show the composition of our investment portfolio by rating and asset type as ofDecember 31, 2016:
Investment Portfolio - RatingInvestment Portfolio - Asset Type
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The combination of our significant cash and securities portfolios helps drive our capital efficient balance sheet, with risk-weighted assets equal to 39% of our total assets and a Basel III total capital ratio of 17.6%, each as of December 31, 2016.

Our loan underwriting process requires that we complete a full credit assessment of every customer prior to committing to a loan, which we believe has resulted in a high quality loan portfolio. Our lending markets do not have secondary markets for loans and as such we hold all of our originated loans on our balance sheet. In 2015 and 2016, net charge-offs represented 0.2% and 0.3%, respectively, of average loans. As of December 31, 2016, our non-accrual loan balance was $48.5 million, or 1.3% of total loans, and 84% of our loans past due were full recourse residential mortgages. As of December 31, 2016, our loan portfolio consisted of 94% floating-rate loans and 6% fixed-rate loans.

The following chart shows the segment composition of our loan portfolio as of December 31, 2016:
Loan Portfolio Composition - Geography
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Our loan portfolio has exhibited stability over time. The following chart shows loan portfolio trends for 2012 to 2016:
Loan Balance and Yield ($ in bilions)
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The domestic lending markets in Bermuda and the Cayman Islands have a limited number of participants and significant barriers to entry. 65.2% of our loan balances were residential mortgages as of December 31, 2016. These loans are attractive for a number of reasons. The average yield on new retail residential mortgage originations in our Bermuda and Cayman segment in the fourth quarter of 2016 was 4.47%, which we believe is consistent with other firms that compete in our markets. In addition, our mortgages have exhibited predictable cash flows, with historically negligible refinancing activity due to high costs to refinance in Bermuda and the Cayman Islands. Finally, our mortgages have historically benefited from a manual underwriting process, low LTVs (68% of residential loans below 70% LTV as of December 31, 2015), and a full recourse system in Bermuda and the Cayman Islands.

We have also generated balanced sources of non-interest income from a well-diversified customer base. For the five year period ended December 31, 2016, our non-interest income is evenly split between banking which consists of banking and foreign exchange revenue, and wealth management, which consists of trust, asset management, and custody and other administration services. The wealth management non-interest income stream is not directly correlated with the performance of our banking business. For example, the typical trust we manage generates a relatively constant fee stream on an annual basis throughout its life. In addition, because fee revenue in our wealth management business lines is primarily driven by the size of our clients’ assets and holdings, which are generally diversified across multiple geographies, the performance of these businesses is not typically linked to the economies of our local markets. Non-interest income represented 36% of our total Net Revenue in 2016, and contributed materially to the Company’s high Core ROATCE and excess capital generation as limited capital is required for our fee income business.


The following charts show our various sources of non-interest income for the year ended December 31, 2016:
Non-Interest Income1
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2016 Non-Interest Income: $147.5 million / 36.3% of Net Revenue

_____________
(1)Foreign exchange revenue represents income generated from client-driven transactions in the normal course of business. We do not engage in proprietary trading.

Strong Leadership with Deep Knowledge of Our Domestic and International Markets
Our management team has extensive and varied experience managing banking and financial services firms. We believe that our management team’s reputation and performance track record gives us an advantage in executing our organic growth and acquisition strategies.

Name Title 
Joined
Butterfield
 Prior Experience 
Years of
Experience
Michael Collins Chief Executive Officer 2009 COO of HSBC Bermuda 31
Michael Schrum Chief Financial Officer 2015 CFO of HSBC Bermuda 21
Daniel Frumkin Chief Risk Officer 2010 CRO of Retail Banking at RBS 30
Robert Moore Group Head of Trust 1997 
Senior Manager of International Private
 Banking with Lloyds
 38
Michael Neff Group Head of Wealth Management 2011 
Global Head of
Wealth Management
at RiskMetrics
 29

In addition to his role as CEO, Michael Collins serves as a member of our Board. Barclay Simmons, our Non-Executive Chairman since 2015, joined our Board in 2011 and was named Vice Chairman in 2012. We have seven additional non-executive directors, who bring to the Bank a diverse array of experiences in the financial services industry from across the globe.
Our Strategy
Butterfield is both a leading banking business in Bermuda and the Cayman Islands and a growing, award-winning, and international wealth management business with operations in Bermuda, the Cayman Islands, Guernsey, The Bahamas, and Switzerland. Our strategy focuses on maintaining our leading banking position in Bermuda and the Cayman Islands while continuing to grow scale in our wealth management business across our core geographies. The key components of our strategic plan are:
Banking
Leverage Our Leading Market Position
We seek to remain a leading bank in Bermuda and the Cayman Islands in terms of local deposit and lending market share by continuing to provide excellent service, employ a high-quality work force, and offer a competitive product suite to our customers.

Improve Operating Efficiency
Our banking business operates in geographies with high operational costs. We carefully manage our cost structure to improve efficiency through the deployment of technology and continuous process improvement. We expect continued investments in core banking systems and expansion of electronic channels in Bermuda and the Cayman Islands, as well as upgrades in Guernsey, to result in improved operational efficiency.
Wealth Management
Leverage Relationships with Key Introducers
We have over 70 years of experience providing sophisticated trust services and an award-winning brand and we believe that our reputation and expertise are well-recognized by industry insiders, including the leading international trust law firms. These firms act as a key source of new business for trust services. We plan to leverage our relationships with key introducers to continue to grow our company and build our brand, as well as invest in the further development of our technical expertise and multi-jurisdictional offering. Our recent trust acquisitions have grown the size and reach of our business. As we continue to grow through organic and inorganic means, we believe that our business will increasingly benefit from referrals by key introducers.
Utilize Multi-Jurisdictional Offerings to Attract Client Base
We seek to take advantage of our presence, seasoned trust officers, and product offerings in key international financial centers in Bermuda, the Cayman Islands, Guernsey, The Bahamas, and Switzerland to attract our target client base. International trust law varies across different jurisdictions, and our multi-jurisdictional presence enables us to cater to a variety of client preferences from a geographical perspective. In recent years, we have experienced increased demand for trust services from our European, Asian, Latin American, and Middle Eastern clients. We view our trust business line as an opportunity for further growth.
Emphasize Strong Client Relationships
Our primary focus is to build strong client relationships using our knowledge of the local market and combining our banking and wealth management services to meet the financial needs of our customers. We believe our experience in building strong, long-term client relationships in our wealth management business will enable us to retain our existing clients and attract additional trust, private banking, and asset management business from them, as well as receive referrals to potential new clients. In addition, our wealth management business sources customers and benefits from the strong relationships we have in our banking business.
Expand Revenues from Client Relationships Across Our Wealth Management Services
We believe that there is an opportunity to increase the revenues generated from client relationships across our wealth management business lines. For example, we seek to create personal banking and wealth management relationships with the professionals for whom we provide corporate banking services. In addition, trust relationships, which are very long lived, can present opportunities for use of other Butterfield services at different stages of a trust's lifecycle or to meet needs of family members outside the trust itself.
Client relationships from our recent acquisitions represent another area of opportunity to expand Butterfield services and products for high net worth customers and certain corporate and institutional clients. Through the acquisition of HSBC's Bermuda trust business and private banking investment management operations, we migrated 285 new relationships and $1.6 billion of deposits onto our platform.
Improve Operating Efficiency
We continue to identify areas where we can improve cost efficiency without impacting our quality of client service. Past initiatives have included implementation of one global Trust Administration system across segments, implementation of a new custody system, consolidation of our trading operations, and reduction in our fund administration expenses through consolidation.
Pursue Prudent Acquisitions to Increase Scale
We intend to continue pursuing acquisitions aligned with existing business operations, in particular to increase the scale of our trust business line. The fragmented nature of the market, with approximately 500 trust companies operating in key international financial centers, and recent sales of subsidiaries by several international financial institutions have created a favorable environment for companies with the resources and expertise to act as effective consolidators. We believe that our management team has developed a rigorous approach for conducting due diligence and efficiently integrating acquired businesses to meet our internal financial hurdles. In addition, we may pursue acquisitions of other wealth management businesses, including private banking businesses, and we plan to continue to opportunistically analyze potential acquisitions as a means of capital deployment.
Corporate Information
We are a local company incorporated under the laws of Bermuda, incorporated on October 22, 1904, pursuant to the The N.T. Butterfield Act.& Son Bank Act, 1904 (the "Butterfield Act"). We are registered with the Registrar of Companies in Bermuda under registration number 2106. Our registered office and principal executive offices are located at 65 Front Street, Hamilton, HM 12, Bermuda. Our agent for service of process in the United States is C T Corporation System, 111 Eighth Avenue,28 Liberty Street, New York, New York 10011.10005. Our telephone number is (441) 295-1111.295 1111. We maintain a website at www.butterfieldgroup.com. Neither this website nor the information on or accessible through this website is included or incorporated in, or is a part of, this report.
Summary Risk Factors
Any of the factors set forth under "Risk Factors" may limit our ability to successfully execute our business strategy. Among these important risks are the following:
Adverse economic and market conditions, in particular in Bermuda and the Cayman Islands, have in the past resulted in and could in the future result in lower revenue, lower asset quality, increased provisions and lower earnings.
Unlike geographically more diversified banks, our business is concentrated primarily in Bermuda and the Cayman Islands, and we may be more affected by a downturn in these markets than more diversified competitors.
A decline in the residential real estate market, in particular in Bermuda, could increase the risk of loans being impaired and could haveThe SEC maintains an adverse effect on our business, financial condition or results of operations.
The value of the securities in our investment portfolio may decline in the future.

Fluctuations in interest rates and inflation may negatively impact our net interest margin and our profitability.
We depend primarily on deposits to fund our liquidity needs; if we are unable to effectively manage our liquidity across the jurisdictions in which we operate, our business, financial condition or results of operations could be adversely affected.
We face competition in all aspects of our business, and may not be able to attract and retain wealth management, trust and banking clientsinternet site at current levels.
We could fail to attract, retain or motivate highly skilled and qualified personnel, including our senior management, other key employees or members of the Board, which could adversely affect our business;
Our controls and procedures may fail or be circumvented, which could have an adverse impact on our business, financial condition or results of operations.
Volatility levels and fluctuations in foreign currency exchange rates may affect our business, financial position and results of operations.
Our international business model exposes us to different and possibly conflicting regulatory schemes across multiple jurisdictions.
US withholding tax andhttps://www.sec.gov that contains reports, information reporting requirements imposed under the Foreign Account Tax Compliance Act may apply.
Fulfilling public company financial reportingstatements, and other regulatory obligations ininformation regarding issuers that file electronically with the United States is expensive, time-consuming and may strain our resources.SEC.


The uncertainty resulting from the recent vote by the UK electorate in favor of a UK exit from the European Union ("EU"), as well as changes in US legislation, regulation and government policy as a result of the 2016 US presidential and congressional elections, could adversely impact our business, financial condition and results of operations.3

We operate in a complex regulatory environment and legal and regulatory changes could have a negative impact on our business, financial condition or results of operations.
Changes in US tax laws could cause the insurance and reinsurance industry to relocate from Bermuda, which could have an adverse effect on our business, financial condition and results of operations.
Provisions of Bermuda law and our bye-laws could adversely affect the rights of our shareholders or prevent or delay a change in control.
Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.



Our International Network and Group Structure
The following map presents the several geographic regions in which our business operates:. Non-client facing support centers in Canada and Mauritius are not shown.
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The following chart presents our corporate structure, indicating our principal regulated subsidiaries as ofat December 31, 2016:2019. All of the subsidiaries listed below are wholly owned by the Bank.
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Bermuda
The Bank itself is licensed in Bermuda to provide banking services and wealth management services. Through its wholly owned Bermuda subsidiary Butterfield Asset Management Limited, it is licensed and provides asset management services and, through its wholly owned Bermuda subsidiaries Butterfield Trust (Bermuda) Limited and Bermuda Trust Company Limited, it is licensed and provides corporate trustee, fiduciary and corporate administration services. BermudaButterfield Securities (Bermuda) Limited provides investment advisory and listing sponsor services.
Cayman Islands
Butterfield Bank (Cayman) Limited a wholly owned subsidiary of the Bank, provides banking services and its subsidiary Butterfield Trust (Cayman) Limited provides trustee, fiduciary and corporate administration services.

Guernsey
Butterfield Bank (Guernsey) Ltd. is a wholly owned subsidiary of the Bank andLimited provides private banking, custody and administered banking services. Butterfield Trust (Guernsey) Ltd. is a subsidiary of Butterfield Bank (Guernsey) Limited. andLimited provides trustee and fiduciary services.
Bahamas
Butterfield Trust (Bahamas) Limited is a wholly owned subsidiary of the Bank and provides trust and fiduciary services.

Switzerland
Butterfield Holdings (Switzerland) Limited is a wholly owned subsidiary of the Bank and provides investment services and through its subsidiary Butterfield Trust (Switzerland) Limited provides trust and fiduciary services.
United Kingdom
Butterfield Mortgages Limited is a wholly owned subsidiary of the Bank and provides residential property lending services.
Singapore
Butterfield (Singapore) Pte. Ltd. provides trust and fiduciary services.
Jersey
Butterfield Bank (Jersey) Limited provides deposit-taking, investment business and custody services.
Competition
The financial services industry and each of the markets in which we operate are competitive. We face strong competition in gathering deposits, making loans and obtaining client assets for management. We compete, both domestically and internationally, with globally oriented asset managers, retail and commercial banks, investment banking firms, brokerage firms and other investment service firms. Due to the trend toward consolidation in the global financial services industry, our larger competitors tend to have broader ranges of product and service offerings, increased access to capital, and greater efficiency. Larger financial institutions may also have greater ability to leverage increasing regulatory requirements and investment in expensive technology platforms. We also face competition from non-banking financial institutions. These institutions have the ability to offer services previously limited to commercial banks. In addition, non-banking financial institutions are not subject to the same regulatory restrictions as banks, and can often operate with greater flexibility and lower cost structures.
The Bermuda banking segmentindustry currently consists of four licensed banks and one licensed deposit-taking institution includinginstitution. These include one large subsidiary of an international bank, HSBC, and three domestic institutions, including Bermuda Commercial Bank and Clarien Bank. In the Cayman Islands, the Bank is one of six Class 'A' full service retail banks licensed to conduct business with domestic and international clients. There are also fivethree non-retail Class 'A' banks and 148116 limited service Class 'B' banks including according to CIMA ("Cayman NationalIslands Monetary Authority"). In the Channel Islands, Guernsey has 22 licensed banks and subsidiariesJersey has 29, the majority of international banks,which are top global banking groups and brands such as RBC.Barclays, RBS, Lloyds, Credit Suisse, Investec, RBC and Northern Trust. In certain interest rate environments, additional significant competition for deposits may be expected to arise from corporate and government debt securities and money market mutual funds. We view HSBC in Bermuda and RBCScotia and CIBC FirstCaribbean in the Cayman Islands as our most significant competitors.competitors in those markets.
In our wealth management business line, we face competition from local competitors, as well as much larger financial institutions, including financial institutions that are not based in the markets in which we operate. Revenues from the trust and wealth management business depend in large part on the level of assets under management, and larger international banks may have higher levels of assets under management.
In our trust business line, we face competition primarily from other specialized trust service providers. There are approximately 500many trust companies in the main international financial centers, and many of our competitors in this sector offer fund administration and corporate services work alongside private client fiduciary services.
Competition for deposits is also affected by the ease with which customers can transfer deposits from one institution to another. Our cost of funds fluctuates with market interest rates and may be affected by higher rates being offered by other financial institutions. Our management believes that our most direct competition for deposits comes from international and domestic financial services firms that target the same customers as the Bank.
Deposits
We are a deposit-led institution with leading market shareshares in our primary segments: Bermuda and the Cayman Islands, but a relatively small market share in the Channel Islands. We strive to maintain deposit growth and to maintain a strong liquidity profile through a significant excess of deposits over loans through market cycles.
Our deposits are generated principally by our banking business line, which offers retail and corporate checking, savings, and term deposits through our segments in Bermuda, the Cayman Islands and Guernsey.the Channel Islands. In addition, wealth management, through its private banking business line, also provides deposit services to high net worth and ultra-high net worth clients in those same geographic segments. As ofat December 31, 2016,2019, our Bermuda, Cayman Islands and GuernseyChannel Islands and the UK segments contributed $5.9$4.4 billion, $3.0$3.5 billion and $1.0$4.6 billion, respectively, to our total customer deposit base. Deposits from all other segments totaled $0.1 billion as of December 31, 2016.
Total deposits as ofat December 31, 20162019 were $10.0$12.4 billion, up 9.3%31.6% over total deposits as ofat December 31, 2015.2018. Customer demand deposits, which include checking, savings and call accounts, totaled $8.2$9.4 billion, or 81.9%75.4% of customer deposits, as ofat December 31, 2016,2019, compared to $7.7$7.4 billion, or 84%79.1%, as ofat December 31, 2015.2018. Customer term deposits totaled $1.8$3.0 billion as ofat December 31, 2016.2019. The cost of funds on total deposits improvedincreased from 2118 basis points in 20152018 to 1247 basis points as of December 31, 2016in 2019. Deposit balances increased primarily as a result of an increasethe ABN AMRO (Channel Islands) acquisition in non-interest bearing deposits and small rate decreases in some jurisdictions,2019 while cost of funds increased primarily due to higher interest rates as well as increased cost of funding associated with the full repayment of the UK segment deposits, which carried a relatively higher cost than other jurisdictions.ABN AMRO (Channel Islands) acquisition.
Lending
We offer a broad set of lending offeringsproducts and services including residential mortgage lending, automobile lending, credit cards, consumer financing, and overdraft facilities to our retail customers, and commercial real estate lending, commercial and industrial loans, and overdraft facilities to our commercial and corporate customers. These offerings are provided to our retail, commercial, and private banking clients in our key jurisdictions includingof Bermuda and the Cayman Islands. We also offer residential mortgage lending through our private banking business in Guernsey and to our high net worth and ultra-high net worth clients in the UK. Our loan portfolio, net of allowance for credit losses, stood at $3.6$5.1 billion as ofat December 31, 2016.2019. The loan portfolio represented 32.2%36.9% of total assets as ofat December 31, 2016,2019, and loans, net of allowance for credit losses, as a percentage of customer deposits were 35.7%41.4%. The effective yield on total loans for the year ended December 31, 20162019 was 4.78%5.36%, compared to 4.57%5.47% for the year ended December 31, 2015.2018.
Residential Mortgage Lending
The residential mortgage portfolio comprises mortgages to clients with whom we are seeking to establish (or already have) a comprehensive financial services relationship. It includes mortgages to individuals and corporate loans secured by way of first ranking charges over the residential property to which each specific loan relates, generally on terms which allow for the repossession and sale of the property if the borrower fails to comply with the terms of the loan. As ofat December 31, 2016,2019, residential

mortgages (after specific allowance for credit losses) totaled $2.3$3.2 billion (a $197.5$557.7 million decreaseincrease from December 31, 2015)2018), accounting for approximately 64.6%62.3% of the Group's total gross loan portfolio (after specific allowance for credit losses) and approximately 84.3%76.1% of total non-accrual loans in the Group's loan portfolio.
Consumer Lending
We provide loans, as part of our normal banking business, in respect of automobile financing, consumer financing, credit cards and overdraft facilities to retail and private banking clients in the jurisdictions in which we operate. As ofat December 31, 2016,2019, non-residential loans to consumers (after specific allowance for credit losses) totaled $197.8$256.5 million, accounting for approximately 5.5%5.0% of the Group's total gross loan portfolio (after specific allowance for credit losses) and approximately 2.1%2.5% of total non-accrual loans in the Group's loan portfolio.
Commercial Real Estate Lending
Commercial real estate loans are offered to real estate investors, developers and builders domiciled primarily in Bermuda, Cayman, Guernsey and the United Kingdom.UK. To manage the Group's credit exposure on such loans, the principal collateral is real estate held for commercial purposes and is supported by a registered mortgage. Cash flows from the properties, primarily from rental income, are generally supported by long-term leases.
As ofat December 31, 2016,2019, our commercial real estate loan portfolio (after specific allowance for credit losses) totaled $609.8$753.8 million, accounting for approximately 16.9%14.6% of the Group's total gross loan portfolio and approximately 12.4%6.4% of total non-accrual loans in the Group's loan portfolio.
Our commercial real estate loan portfolio is broken down into two categories: commercial mortgage and construction. As ofat December 31, 2016,2019, commercial mortgages totaled $580.9$658.8 million (after specific allowance for credit losses), and construction loans totaled $28.9$94.9 million, accounting for approximately 95.3%87.4% and 4.7%12.6% of our commercial real estate loan portfolio before(after specific allowance for credit losses,losses), respectively.
Other Commercial Lending
The commercial and industrial loan portfolio includes loans and overdraft facilities advanced primarily to corporations and small and medium-sized entities, which are generally not collateralized by real estate and where loan repayments are expected to flow from the operation of the underlying businesses. As ofat December 31, 2016,2019, the Group's other commercial loan portfolio totaled $469.0$559.4 million (after specific allowance for credit losses), accounting for approximately 13.0%10.9% of the Group's total gross loan portfolio.portfolio (after specific allowance for credit losses). As of the same date, the Group's loans to governments totaled $112.4$370.8 million, accounting for approximately 3.1%7.2% of our loan portfolio.portfolio (after specific allowance for credit losses). As ofat December 31, 2016,2019, other commercial loans accounted for approximately 1.2%15.0% of our total non-accrual loans, and there were no loans to governments classified as non-accrual loans.
Investments
Given the large customer deposit base commanded in our Bermuda, Cayman Islands and CaymanChannel Islands operations, and the relatively low volume of lending demand from our customer base, our investment strategy is more important than may be the case for most financial institutions. In recognition of this, we maintain what we believe to be a conservative approach to investments, requiring the purchase of mainly fixed-rate investments in order to manage interest rate risk. Our investment portfolio is comprisedcomprises of mainly of securities issued or guaranteed by the US Government or federal agencies. The securities in which we invest are limited generally limited to securities that are considered investment grade (i.e., "BBB" and higher by S&P's Financial Services LLC or an equivalent credit rating). Effective July 31, 2012, we entered into an agreement with Alumina Investment Management LLC ("Alumina") pursuant to which Alumina provides investment advisory services to us in respect of our US Treasury and agency portfolio.
As ofat December 31, 2016,2019, the Group held $4.4 billion in investments, representing approximately 39.6%31.9% of total assets.
Cash and Liquidity Management
We operate across multiple currency jurisdictions with pervasive multi-currency products. In our deposit taking jurisdictions—Bermuda, the Cayman Islands, Guernsey and Guernsey—Jersey—there are currently no dedicated central banks, and no pre-funded deposit insurance scheme infrastructures (such as the Federal Deposit Insurance Corporation in the United States), with the exception of Bermuda, where a pre-funded deposit insurance scheme has recently been implemented.implemented, and as described in “Supervision and Regulation” and “Risk Factors - Risks Relating to the Markets in Which We Operate - Certain jurisdictions in which we operate, including Bermuda, Guernsey and Jersey, have a Deposit Insurance Scheme or Deposit Compensation Scheme and we incur ongoing costs as a result”. In addition, we do not have access to borrowing or deposit facilities with the US Federal Reserve or the European Central Bank; therefore, we conservatively manage client deposit balances and the liquidity risk profile of our balance sheets. This involves the retention of significant cash or cash equivalent balances, management of intra-bank counterparty exposure and management of a significant short-dated US Treasury Bill portfolio. As ofat December 31, 2016,2019, the cash due from banks of $2.1$2.6 billion was comprisedcomposed primarily of $1.7$1.6 billion in interest earning cash equivalents, which are investments with a less than ninety day duration. The remaining amounts were comprised of non-interest earning and interest earning deposits of $0.1 billion and $0.3$0.8 billion, respectively.
Foreign Exchange Services
We provide foreign exchange services in the normal course of business in all jurisdictions. The major contributors to foreign exchange revenues are Bermuda and the Cayman Islands, accounting for 90%84% and 87%92% of our foreign exchange revenue for the year ended December 31, 20162019 and 2015,2018, respectively. We do not maintain a proprietary trading book. Foreign exchange income is generated from client-driven transactions and totaled $30.6$37.0 million during the year ended December 31, 2016,2019, compared to $31.9$32.9 million for the comparative period in 2015.2018. The $1.3$4.1 million period-over-period decreaseincrease reflects decreasingincreased client activity and related volumes in retail and institutional foreign exchange flows, as well as increased unrealized gains on client service derivatives held over period ends.
Administration Services
Through our wholly ownedwholly-owned trust subsidiaries, we provide custody administration and settlement services to a wide range of internal and external investment clients dealing in global markets. Our custody service currently offers custody settlement and safekeeping services in 4039 markets globally, including major markets and smaller, less-developed markets, with principal markets covered being the United States, Canada, Europe and Japan.the Far East.
Our custody service offers safekeeping services for physical and book-entry assets. Custody for listed securities is conducted through BNYM.Bank of New York Mellon ("BNYM"). Hedge funds, mutual funds and Exchange TrustTraded Funds are held by Brown Brothers Harriman ("BBH"BBH"). Trading in investment transactions is settled via our global sub-custodians, BNYM and BBH. Custody services are offered from our Bermuda, Cayman Islands and GuernseyChannel Islands segments and complement core wealth management services offered by other parts of the Group, and we currently anticipate this business to grow generally proportionally with our wealth management business. Clients of our custody service include a wide range of investment funds and other investment vehicles, corporations and trusts whose related banking requirements are provided by the Bank. As such, the custody client base, in addition to delivering a fee based income, also provides cash balances and foreign exchange dealingtransaction flows.

Custody fees comprise a basis point charge on the value of Assets Under Custody ("AUC"AUC"), which are subject to a minimum level for smaller, less complex portfolios and charged on a reducing scale as AUC values increase. In addition to these fees, custody clients are charged banking transactions fees based on account activity.


Employees
As ofat December 31, 2016,2019, we had 1,2401,512 employees on a full-time equivalency basis, which included 1,0611,389 full-time employees, 5and part-time employees and 51123 temporary employees. As ofat December 31, 2016,2019, we had 668520 employees in Bermuda, 304296 employees in the Cayman Islands, 209425 in the Channel Islands and the UK, and 271 employees in the Other segment. As at December 31, 2018, we had 1,373 employees on a full-time equivalency basis, which included 1,274 full-time and part-time employees and 99 temporary employees. As at December 31, 2018, we had 572 employees in Bermuda, 277 employees in the Cayman Islands, 331 in the Channel Islands and the UK, and 194 employees in the Other segment. As at December 31, 2017, we had 1,190 employees on a full-time equivalency basis, which included 1,117 full-time and part-time employees and 34 temporary employees. As at December 31, 2017, we had 590 employees in Bermuda, 270 employees in the Cayman Islands, 207 in Guernsey, 2322 employees in the United Kingdom, 2820 employees in The Bahamas and 9 employees in Switzerland.
The increase from 2018 to 2019 was a result of the Halifax service center expansion and the ABN AMRO (Channel Islands) acquisition. The increase from 2017 to 2018 was a result of the two Deutsche Bank acquisitions completed during 2018.
We have not experienced any material employment-related issues or interruptions of services due to labor disagreements and are not a party to any collective bargaining agreements.
Information Technology
We devote significant resources to maintain stable, reliable, efficient and scalable information technology systems. We work with our third-party vendors to monitor and maximize the efficiency of our use of their applications. We use integrated systems to originate and process loans and deposit accounts, which reduces processing time, improves customer experience and reduces costs. Most customer records are maintained digitally. We are also currently executing several initiatives to enhance our online and mobile banking services to further improve the overall client experience.
Since 2011, we have made significant investmentinvestments to alignments andalign banking operations, as well as to make further alignmentharmonize across the whole Group for products, services, licensing and hosting locations. Currently, our information technology is operationally divided into two platforms: (i) Bermuda and Cayman and (ii) Guernsey,Channel Islands and the United KingdomUK and the Group Trust. In 2011, our Bermuda and Cayman operations transitioned to a single industry standard banking technology platform utilizing a predominantly outsourced and supported model hosted in Canada. In late 2013, our Guernsey and UK operations were placed under the Group Technology governance structure with a goal to hub core services in the Channel Islands and the UK segment in a single location, (Guernsey). The process to move to a common platform is currently underway.Guernsey.
Protecting our systems to ensure the safety of our customers' information is critical to our business. We use multiple layers of protection to control access and reduce risk, including conducting a variety ofpenetration testing and regular vulnerability and penetration testsscanning on our platforms, systems and applications to reduce the risk that any attacks are successful. To protect against disasters, we have a backup offsite core processing system and recovery plans. For more information, see "Risk Factors - Risks Relating to Risk Oversight and Internal Controls".
Marketing
Through our Marketing & Communications department, we engage select advertising, branding and promotional companies on an as-needed basis and provide business development and sales support for businesses in all jurisdictions. In support of our banking businesses, we broadly market our products and services through print, broadcast, web and social media advertising in Bermuda and the Cayman Islands.major markets in which we operate. Trust and fiduciary services are marketed primarily to intermediaries through representative attendance at and sponsorship of industry conferences and through print advertising in international trade journals.
Intellectual Property
In the highly competitive banking industry in which we operate, intellectual property is important to the success of our business. We own a variety of trademarks, service marks, trade names and logos and spend time and resources maintaining this intellectual property portfolio. We control access to our intellectual property through license agreements, confidentiality procedures, non-disclosure agreements with third parties, employment agreements and other contractual rights to protect our intellectual property. For more information, see "Risk Factors - Risks Relating to Our Strategy, Brand, Portfolio and Other Aspects of Our Business".
Properties
Our corporate headquarters is located at 65 Front Street, Hamilton HM 12, Bermuda. In addition to our corporate headquarters we also maintain offices in the Cayman Islands, Guernsey, Jersey, the United Kingdom,UK, The Bahamas, Switzerland, Singapore, Mauritius and Switzerland.Canada. Additionally we operate fourthree branch locations in Bermuda and threefour branch locations in the Cayman Islands.
Legal Proceedings
From time to time we are a party to various litigation matters incidental to the conduct and in the ordinary course of our business.
As publicly announced, in November 2013, the US Attorney's Office ("USAO") applied for and secured the issuance of so-called John Doe Summonses to six US financial institutions with which the Bank had correspondent bank relationships. The purpose of these Summonses was to identify US persons who may have been using our banking, trust, or other services to evade their own tax obligations in the United States.US. The Bank has been cooperating with the US authorities in their ongoing investigation.
Although we are unable to determine the amount of financial consequences, fines and/or penalties resulting from this tax compliance review, we have recorded as ofat December 31, 2016,2019, a provision of $5.5 million (December 31, 2015: $4.82018: $5.5 million). As the investigation remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to the Bank could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the provision. The provision is included on the consolidated balance sheets under other liabilities and on the consolidated statements of operations under other expenses.liabilities.





7



SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
Consolidated Financial Information
The following tables present our selected consolidated financial information as ofat and for the years ended December 31, 2019, 2018, 2017, 2016, 2015, 2014, 2013, and 2012.2015.
Our historical results for any prior period do not necessarily indicate our results to be expected for any future period. The following data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations".
The selected consolidated financial information presented as of at December 31, 20162019 and 20152018 and for the years ended December 31, 2016, 20152019, 2018 and 20142017 have been derived from the audited consolidated financial statements of The Bank of N.T. Butterfield & Son Limited included elsewhere in this report. The selected consolidated financial information presented as ofat December 31, 2014, 20132017, 2016 and 20122015 and for the years ended December 31, 20132016 and 20122015 have been derived from the audited consolidated financial statements of The Bank of N.T. Butterfield & Son Limited, which are not included elsewhere in this report.
Statement of Operations Data
 
For the year ended
December 31,
 
For the year ended
December 31,
(in millions of $, unless indicated otherwise) 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
Total interest income 274.9
 262.6
 265.1
 253.2
 244.8
 405.1
 367.6
 305.6
 274.9
 262.6
Total interest expense 16.4
 23.3
 26.6
 29.4
 33.1
 59.4
 24.6
 15.9
 16.4
 23.3
Net interest income before provisions for credit losses 258.5
 239.3
 238.5
 223.8
 211.7
 345.7
 343.0
 289.7
 258.5
 239.3
Provisions for credit losses (4.4) (5.7) (8.0) (14.8) (14.2)
Provision for credit recoveries (losses) 0.2
 7.0
 5.8
 (4.4) (5.7)
Net interest income after provisions for credit losses 254.1
 233.5
 230.4
 209.0
 197.5
 345.9
 350.0
 295.6
 254.1
 233.5
Total non-interest income 147.5
 140.2
 134.8
 126.0
 128.5
 184.0
 168.7
 157.8
 147.5
 140.2
Total other gains (losses) 1.0
 (9.4) 15.7
 (8.8) (26.4) 2.8
 (0.9) 1.3
 1.0
 (9.4)
Total net revenue 402.6
 364.3
 381.0
 326.2
 299.7
 532.6
 517.8
 454.7
 402.6
 364.3
Total non-interest expense 285.9
 285.2
 273.0
 262.6
 274.9
 356.9
 321.3
 300.3
 285.9
 285.2
Net income before income taxes from continuing operations 116.7
 79.0
 108.0
 63.5
 24.8
Income tax (expense) benefit (0.7) (1.3) 0.2
 (0.9) (5.9)
Net income from continuing operations 115.9
 77.7
 108.2
 62.6
 18.9
Net income(1)
 115.9
 77.7
 108.2
 62.6
 26.5
Net income before income taxes 175.7
 196.5
 154.3
 116.7
 79.0
Income tax benefit (expense) 1.4
 (1.3) (1.1) (0.7) (1.3)
Net income 177.1
 195.2
 153.3
 115.9
 77.7
Net income to common shareholders 58.4
 61.2
 91.6
 42.8
 7.5
 177.1
 195.2
 153.3
 58.4
 61.2
Earnings per common share from continuing operations (in US$)(2)
  
  
  
  
  
Earnings per common share from continuing operations (in US$)(1)
        
  
Basic 1.20
 1.25
 1.67
 0.78
 0.14
 3.33
 3.55
 2.82
 1.20
 1.25
Diluted(3)
 1.18
 1.23
 1.65
 0.77
 0.14
Cash Dividends declared per common share (in BM$)(2)
 0.40
 0.50
 0.50
 0.70
 
Diluted(2)
 3.30
 3.50
 2.76
 1.18
 1.23
Cash Dividends declared per common share (in BM$)(1)
 1.76
 1.52
 1.28
 0.40
 0.50
Dividends declared per preference share (in US$) 80.00
 80.00
 80.00
 80.00
 80.00
 
 
 
 80.00
 80.00


(1)Net income (loss) attributable to our Barbados operations that were reported as discontinued operations in 2012 amounted to $7.6 million in 2012.
(2)Figures reflect the reverse share split that the Bank effected on September 6, 2016.
(3)(2)Reflects only "in the money" options and warrants to purchase the common shares as well as certain unvested share awards, which have a dilutive effect. Warrants issued to the Government of Bermuda in exchange for the Government's guarantee of the preference shares are not included in the computation of earnings per share because the exercise price was greater than the average market price of the common shares for the relevant periods. In December 2016, in connection with the preference share redemption, the warrant issued to the Government of Bermuda was repurchased for cancellation by the Bank. Only share awards and options for which the sum of (1) the expense that will be recognized in the future (i.e., the unrecognized expense) and (2) its exercise price, if any, was lower than the average market price of the common shares were considered dilutive, and therefore, included in the computation of diluted earnings per share.



Balance Sheet Data
 As of December 31, As at December 31,
(in millions of $) 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
Assets  
  
  
  
  
  
  
  
  
  
Cash due from banks 2,101.7
 2,288.9
 2,063.3
 1,730.5
 1,542.5
 2,550.1
 2,053.9
 1,535.1
 2,101.7
 2,288.9
Of which cash and demand deposits with banks — non-interest bearing(1) 110.7
 110.9
 343.1
 247.0
 216.6
 88.0
 91.7
 55.6
 79.1
 71.5
Of which demand deposits with banks — interest bearing(1) 326.4
 378.6
 139.2
 164.2
 150.4
 839.3
 520.0
 374.0
 358.1
 418.0
Of which cash equivalents — interest bearing 1,664.5
 1,799.4
 1,581.0
 1,319.3
 1,175.5
 1,622.7
 1,442.1
 1,105.5
 1,664.5
 1,799.4
Securities purchased under agreement to resell 148.8
 
 
 
 
Securities purchased under agreements to resell 142.3
 27.3
 178.8
 148.8
 
Short-term investments 519.8
 409.5
 394.8
 55.0
 76.2
 1,218.4
 52.3
 250.0
 519.8
 409.5
Investment in securities 4,400.2
 3,223.9
 2,989.1
 2,613.6
 2,881.7
 4,436.4
 4,255.4
 4,706.2
 4,400.2
 3,223.9
Of which trading 6.3
 321.3
 417.4
 552.3
 771.1
Of which equity securities at fair value(2)
 7.4
 6.5
 6.8
 6.3
 6.2
Of which trading(2)
 
 
 
 
 315.1
Of which available-for-sale 3,332.7
 2,201.3
 2,233.5
 1,728.0
 1,871.2
 2,220.3
 2,182.7
 3,317.4
 3,332.7
 2,201.3
Of which held-to-maturity(1)
 1,061.1
 701.3
 338.2
 333.4
 239.3
Of which held-to-maturity(3)
 2,208.7
 2,066.1
 1,382.0
 1,061.1
 701.3
Loans, net of allowance for credit losses 3,570.5
 4,000.2
 4,019.1
 4,088.2
 3,956.0
 5,142.6
 4,043.9
 3,776.9
 3,570.5
 4,000.2
Premises, equipment and computer software 167.8
 183.4
 215.1
 240.6
 243.3
Premises, equipment and computer software, net of accumulated depreciation 158.2
 158.1
 164.8
 167.8
 183.4
Accrued interest 22.8
 17.5
 19.2
 19.6
 19.0
 23.6
 20.9
 24.9
 22.8
 17.5
Goodwill 19.6
 23.5
 24.8
 7.1
 6.9
 24.8
 24.0
 21.5
 19.6
 23.5
Intangible assets 42.3
 27.7
 33.0
 12.0
 15.3
Other intangible assets, net 71.7
 50.8
 39.1
 42.3
 27.7
Equity method investments 13.5
 12.8
 12.8
 12.5
 18.6
 14.5
 14.7
 14.1
 13.5
 12.8
Other real estate owned 14.2
 11.2
 19.3
 27.4
 34.4
Other real estate owned, net 3.8
 5.3
 9.1
 14.2
 11.2
Other assets 82.5
 77.1
 67.8
 64.2
 39.0
 135.2
 66.7
 58.7
 82.5
 77.1
Total assets 11,103.5
 10,275.6
 9,858.4
 8,870.8
 8,833.0
 13,921.6
 10,773.2
 10,779.2
 11,103.5
 10,275.6
Liabilities    
  
  
  
          
Total customer and bank deposits 10,033.6
 9,182.1
 8,671.6
 7,638.0
 7,393.2
 12,441.6
 9,452.2
 9,536.5
 10,033.6
 9,182.1
Of which customer deposits — Bermuda — non-interest bearing 1,733.7
 1,348.9
 1,021.4
 713.3
 664.1
Of which customer deposits — Bermuda — interest bearing 4,213.4
 2,922.8
 2,848.7
 2,837.7
 2,591.2
Of which customer deposits — non-Bermuda — non-interest bearing 651.3
 532.9
 536.7
 299.5
 254.7
Of which customer deposits — non-Bermuda — interest bearing 3,411.4
 4,363.1
 4,224.8
 3,747.1
 3,756.8
Of which bank deposits — Bermuda 0.3
 0.4
 9.5
 0.5
 88.2
Of which bank deposits — non-Bermuda 23.5
 14.1
 30.4
 39.7
 38.3
Securities sold under agreement to repurchase 
 
 
 25.5
 109.0
Employee future benefits 140.0
 122.1
 117.9
 89.1
 103.1
Of which customer deposits — non-interest bearing 2,230.0
 2,111.5
 2,479.7
 2,385.0
 1,881.7
Of which customer deposits — interest bearing 10,177.9
 7,306.9
 7,044.3
 7,624.8
 7,285.9
Of which bank deposits 33.8
 33.8
 12.5
 23.8
 14.5
Employee benefit plans 110.3
 117.2
 128.8
 140.0
 122.1
Accrued interest 2.1
 2.7
 4.8
 3.8
 2.8
 8.4
 5.1
 2.4
 2.1
 2.7
Preference share dividends payable 
 0.7
 0.7
 0.6
 0.7
 
 
 
 
 0.7
Payable for investments purchased 
 
 
 
 
Pending payable for investments purchased 
 
 51.9
 
 
Other liabilities 100.0
 100.5
 97.2
 104.2
 107.0
 254.0
 173.0
 119.8
 100.0
 100.5
Liabilities of discontinued operations 
 
 
 
 
Long-term debt 117.0
 117.0
 117.0
 207.0
 260.0
 143.5
 143.3
 117.0
 117.0
 117.0
Total liabilities 10,392.8
 9,525.2
 9,009.1
 8,068.3
 7,975.8
 12,957.8
 9,890.8
 9,956.4
 10,392.8
 9,525.2
Total shareholders' equity(2)
 710.7
 750.4
 849.4
 802.6
 857.2
Of which common share capital(6)
 0.5
 
0.5(5)

 0.6
 0.6
 0.6
Of which preference share capital(3)
 
 
 
 
 
Of which contingent value convertible preference (CVCP) share capital(4)(6)
 
 
 
 
 
Total shareholders' equity(4)(5)
 963.7
 882.3
 822.9
 710.7
 750.4
Of which common share capital(5)
 0.5
 0.6
 0.5
 0.5
 
0.5(6)

Total liabilities and shareholders' equity 11,103.5
 10,275.6
 9,858.4
 8,870.8
 8,833.0
 13,921.6
 10,773.2
 10,779.2
 11,103.5
 10,275.6
Common shares outstanding (number)(5)
 53.0
 55.4
 54.7
 53.3
 47.3

(1)Fair value of held to maturity debt securities was $1,046.8 million as ofFor the years ended December 31, 2018, 2017, 2016 $701.5 million asand 2015, the classification of December 31, 2015, $344.0 million as of December 31, 2014, $315.5 million as of December 31, 2013certain interest bearing and $244.8 million as of December 31, 2012.non-interest bearing cash items was amended.
(2)As ofFor the year ended December 31, 2015, investments in trading securities has been split into equity securities at fair value and trading debt securities to align with current GAAP guidance.
(3)Fair value of HTM debt securities was $2,256.0 million as at December 31, 2019, $2,036.2 million as at December 31, 2018, $1,377.4 million as at December 31, 2017, $1,046.8 million as at December 31, 2016 and $701.5 million as at December 31, 2015.
(4)As at December 31, 2019 the number of outstanding awards of unvested common shares was 0.80.9 million (December 31, 2015: 0.82018: 0.9 million, December 31, 2014: 1.02017: 0.9 million, December 31, 2013: 0.92016: 0.8 million and December 31, 2012: 0.72015: 0.9 million). Only awards for which the sum of (1)1) the expense that will be recognized in the future (i.e., the unrecognized expense) and (2) the2) its exercise price, if any, was lower than the average market price of $34.72.the Bank‘s common shares were considered dilutive and, therefore, included in the computation of diluted earnings per share. A warrant, outstanding until the Bank repurchased it in December 2016, to purchase 0.43 million shares (December 31, 2015: 0.43 million, December 31, 2014: 0.43 million, December 31, 2013: 0.43 million and December 31, 2012: 0.42 million) was excluded from the computation of earnings per share because the exercise price was greater than the average market price of the common shares. Figures reflect the reverse share split that the Bank effected on September 6, 2016.

(3)(5)PreferenceFigures reflect the reverse share capital in all periods presented was nil, $182,863, $183,046, $183,606split that the Bank effected on September 6, 2016 and $195,578 asthe retirement of 2,928,788 shares during the year ended December 31, 2019 (December 31, 2018, 2017, 2016 2015, 2014, 2013 and 2012, respectively, representing $0.01 par value per preference share issued and outstanding as of the respective dates. In December 2016, the Bank redeemed and canceled all outstanding preference shares.2015: nil).
(4)All CVCP shares were converted to common shares at a 1:1 ratio on March 31, 2015.
(5)(6)Reflects the repurchase for cancellation of 8,000,000 common shares previously held by CIBC effected on April 30, 2015. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Contingent Value Convertible Preference Shares — Share Buy-Back Program." Figures reflect the reverse share split that the Bank effected on September 6, 2016.
(6)Figures reflect the reverse share split that the Bank effected on September 6, 2016.

Financial Ratios and Other Performance Indicators
We use a number of financial measures to track the performance of our business and guide our management. Some of these measures are defined by, and calculated in compliance with, applicable banking regulations, but such regulations often provide for certain discretion in defining and calculating the measures. These measures allow management to review our core activities, enabling us and our investors to evaluate relevant trends meaningfully when considered in conjunction with (but not in lieu of) measures that are calculated in accordance with US GAAP. Non-GAAP measures used in this report are not a substitute for US GAAP measures and readers should consider the US GAAP measures as well.
The following table shows certain of our key financial measures for the periods indicated. Because of the discretion that we and other banks and companies have in defining and calculating these measures, care should be taken in comparing such measures used by us with similarly titled measures of other banks and companies, as such measures may not be directly comparable.
Many of these measures are non-GAAP financial measures. We believe that each of these measures is useful infor investors in understanding trends in our business that may not otherwise be apparent when relying solely on our GAAP-calculated results. For more information on the non-GAAP financial measures presented below, including a reconciliation to the most directly comparable GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures."
 
For the year ended
December 31,
 For the year ended December 31,
(in %, unless otherwise indicated) 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
Return on common shareholders' equity(1)
 8.9
 10.1
 13.7
 6.8
 1.1
Return on average common shareholders' equity(1)
 19.1
 23.1
 19.9
 8.9
 10.1
Core return on average tangible common equity(2)
 20.5
 17.6
 14.4
 9.7
 5.8
 23.4
 25.6
 22.4
 20.5
 17.6
Return on assets(3)
 1.1
 0.8
 1.2
 0.7
 0.3
Return on average assets(3)
 1.4
 1.8
 1.4
 1.1
 0.8
Core return on average tangible assets(4)
 1.3
 1.1
 1.2
 0.9
 0.6
 1.6
 1.8
 1.5
 1.3
 1.1
Net interest margin(5)
 2.45
 2.48
 2.74
 2.64
 2.63
 2.86
 3.25
 2.73
 2.45
 2.48
Efficiency margin(6)
 69.3
 74.0
 72.0
 74.1
 79.3
 66.4
 61.8
 66.2
 69.3
 74.0
Core efficiency ratio(7)
 63.8
 66.0
 67.7
 71.6
 78.4
 62.2
 61.5
 64.3
 63.8
 66.0
Fee income ratio(8)
 36.7
 37.5
 36.9
 37.6
 39.5
 34.7
 32.5
 34.8
 36.7
 37.5
Common equity Tier 1 capital ratio(9)(10)
 15.3
 10.7
 N/A
 N/A
 N/A
 17.3
 19.6
 18.2
 15.3
 N/A
Tier 1 common ratio(9)
 N/A
 12.0
 14.6
 15.2
 14.0
 N/A
 N/A
 N/A
 N/A
 12.0
Tier 1 capital ratio(9)
 15.3
 16.2
 19.0
 19.6
 18.5
 17.3
 19.6
 18.2
 15.3
 16.2
Total capital ratio(9)
 17.6
 19.0
 22.2
 23.7
 24.2
 19.4
 22.4
 19.9
 17.6
 19.0
Leverage ratio(9)(10)
 5.8
 6.4
 N/A
 N/A
 N/A
 5.9
 7.6
 6.9
 5.8
 6.4
Tangible common equity/tangible assets(11)
 5.9
 5.1
 6.2
 6.8
 7.3
 6.3
 7.5
 7.1
 5.9
 5.1
Tangible total equity/tangible assets(12)
 5.9
 6.8
 8.1
 8.9
 9.5
 6.3
 7.5
 7.1
 5.9
 6.8
Non-performing assets ratio(13)
 0.5
 0.7
 1.0
 1.4
 1.7
 0.4
 0.4
 0.4
 0.5
 0.7
Non-accrual ratio(14)
 1.3
 1.6
 1.8
 2.5
 2.8
 1.0
 1.2
 1.2
 1.3
 1.6
Non-performing loan ratio(15)
 1.6
 2.0
 2.4
 2.8
 3.5
 1.3
 1.4
 1.3
 1.6
 2.0
Net charge-off ratio(16)
 0.3
 0.2
 0.4
 0.6
 0.4
 
 0.1
 0.1
 0.3
 0.2
Core earnings attributable to common shareholders(17)(18) (in BM$ million)
 123.0
 97.4
 89.9
 59.6
 36.9
Core earnings per common share fully diluted(19)(21) (in BM$)
 2.48
 1.95
 1.61
 1.08
 0.66
Common equity per share(20)(21) (in BM$)
 13.34
 12.24
 12.25
 11.28
 12.03
Core net income attributable to common shareholders(17)(18) (in $ million)
 197.9
 197.0
 158.9
 123.0
 97.4
Core earnings per common share fully diluted(19)(21) (in $)
 3.69
 3.53
 2.86
 2.48
 1.95
Common equity per share(20)(21) (in $)
 18.40
 15.94
 15.05
 13.34
 12.24

(1)
Return on average common shareholders' equity ("ROE"ROE") measures profitability revealing how much profit is generated with the money invested by common shareholders. ROE represents the amount of net income to common shareholders as a percentage of average common equity and calculated as net income to common shareholders / average common equity. Net income to common shareholders is net income for the full fiscal year, before dividends paid to common shareholders but after dividends to preference shareholders. Average common equity does not include the preference shareholders' equity.
(2)
Core return on average tangible common equity ("Core ROATCE"ROATCE") is a non-GAAP financial measure. Core ROATCE measures core profitability as a percentage of average tangible common equity. Core ROATCE is the amount of core income to common shareholders as a percentage of average tangible common equity and is calculated as core earnings to common shareholders / average tangible common equity. Core earnings to common shareholders is net earnings to common shareholders for the full fiscal year (before dividends paid to common shareholders but after dividends to preference shareholders) adjusted to exclude certain items that are included in the financial results presented in accordance with GAAP. Average tangible common equity does not include the preference shareholders' equity or goodwill and intangible assets. For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(3)
Return on average assets ("ROA"ROA") is an indicator of profitability relative to average total assets and is intended to demonstrate how efficient management is at using the assets to generate earnings. The ROA ratio is calculated as net income / average total assets.

(4)
Core return on average tangible assets ("Core ROATA"ROATA") is a non-GAAP financial measure. Core ROATA is an indicator used to assess the core profitability of average tangible assets and is intended to demonstrate how efficiently management is utilizing its tangible assets to generate core net income. Core ROATA is calculated by taking the core income as a percentage of average tangible assets and is calculated as core net income / average tangible assets. Core net income is the net income adjusted to exclude certain items that are included in the financial results presented in accordance with GAAP. Core ROATA is a non-GAAP financial measure. For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(5)
Net interest margin ("NIM"NIM") is a performance metric that examines how successful the Bank's investment decisions are compared to its cost of funding assets and is expressed as net interest income as a percentage of average interest-earning assets. NIM is calculated as net interest income before provision for credit losses / average interest-earning assets. Net interest income is the interest earned on cash due from banks, investments, loans and other interest earning assets minus the interest paid for deposits, short-term borrowings and long-term debt. The average interest-earning assets is calculated using daily average balances of interest-earning assets.

(6)Efficiency margin is a non-GAAP financial measure. Efficiency margin is an indicator used to assess operating efficiencies and is intended to demonstrate how efficiently management is controlling expenses relative to generating revenues. The efficiency margin is calculated by taking the non-interest expenses as a percentage of total net revenue before total other gains (losses) and provisions for credit losses, and is calculated as (non-interest expense - amortization of intangible assets) / (total non-interest income + net interest income before provision for credit losses). For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(7)The core efficiency ratio is a non-GAAP financial measure. The core efficiency ratio is an indicator used to assess operating efficiencies and is intended to demonstrate how efficiently management is controlling expenses relative to generating revenues.revenues on our core activities. The core efficiency ratio is calculated by taking the core non-interest expenses as a percentage of total net revenue before provision for credit losses and other gains and losses and is calculated as (core non-interest expenses - amortization of intangible assets) / (core non-interest income + core net interest income before provision for credit losses). Core non-interest expenses excludesexclude certain items that are included in the financial results presented in accordance with GAAP including income taxes and amortization of intangible assets. For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(8)The fee income ratio is a measure used to determine the proportion of revenues derived from non-interest income sources. The ratio is calculated as non-interest income / (non-interest income + net interest income after provision for credit losses).
(9)
The total capital ratio measures the amount of the Bank's capital in relation to the amount of risk it is taking. All banks must ensure that a reasonable proportion of their risk is covered by permanent capital. Prior to January 1, 2015, the Bank's regulatory capital was determined in accordance with Basel II guidelines issued by the BMA. Under Basel II, Pillar I, banks must maintain a minimum total capital ratio of 14.46%, inclusive of all capital buffers. In effect, this means that 14.46% of the risk-weightedrisk weighted assets ("RWA") must be covered by permanent or near permanent capital. The risk weighting process takes into account the relative risk of various types of lending.lending and asset placements. The higher the capital adequacy ratio a bank has, the greater the level of unexpected losses it can absorb before becoming insolvent. Under Basel III as implemented by the BMA for 2016,2019, we must maintain a total capital ratio of 15.3%16.3%. The tier 1 capital ratio is the ratio of the Bank's core equity capital, as measured under Basel II, to its total RWA. RWA are the total of all assets held by the Bank weighted by credit risk according to a formula determined by the regulator. The Bank follows BCBSthe Basel Committee on Banking Supervision ("BCBS") guidelines in setting formulas for asset risk weights. The tier 1 common ratio is equivalent to the tier 1 capital ratio except that it only includes common equity in the numerator and deducts the preference shareholders' equity. Note that the tier 1 common ratio is calculated in the same manner as the common equity tier 1 ("CET1"CET1") ratio discussed below, but differs in its inputs based upon RWA calculations under Basel II versus Basel III.
(10)Effective January 1, 2015, the Bank's regulatory capital is determined in accordance with current Basel III guidelines issued by the BMA. However, the Bank was not required to publish its capital ratios under Basel III until January 1, 2016 as per guidance from the BMA and continued to publish certain ratios under Basel II during 2015. Basel III adopts CET1 as the predominant form of regulatory capital with the CET1 ratio as a new metric. Under Basel III as implemented by the BMA, for 2016, we must maintain a minimum CET1 ratio of 8.1%10%. Basel III also adopts the new Leverage Ratio regime, which is calculated by dividing tier 1 capital by an exposure measure. Under Basel III, banks must maintain a minimum Leverage Ratio of 5.0%. The exposure measure consists of total assets (excluding items deducted from tier 1 capital) and certain off balance sheet items converted into credit exposure equivalents as well as adjustments for derivatives to reflect credit and other risks.
(11)
The tangible common equity/tangible assets ("TCE/TA"TA") ratio is a non-GAAP financial measure. The TCE/TA ratio is a measure used to determine how significant of an unexpected loss can be incurred by the Bank before other forms of capital, other than common equity, are impacted. The TCE/TA ratio is calculated as (common equity - intangible assets - goodwill) / tangible assets. Tangible common equity does not include the preference shareholders' equity or goodwill and intangible assets. Tangible assets are the Bank's total assets from continuing operations less goodwill and intangibles. For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(12)
The tangible total equity/tangible assets ("TE/TA"TA") ratio is a non-GAAP financial measure. The TE/TA ratio is a measure used to determine how much loss the Bank can absorb before subordinated debt capital is impacted. The TE/TA ratio is calculated as (total shareholders' equity - intangible assets - goodwill) / tangible assets. Tangible assets are the Bank's total assets from continuing operations less intangible assets and goodwill. For more information on the non-GAAP financial measures, see "— Reconciliation of Non-GAAP Financial Measures".
(13)
The non-performing assets ("NPA"NPA") ratio is an indicator of the credit quality of the Bank's total assets by expressing the non-performing assets as a percentage of total assets. The NPA ratio is calculated as (gross non-accrual loans - specific allowance for credit losses on non-accrual loans + accruing loans past due 90 days + other real estate owned)owned ("OREO")) / total assets.
(14)
The non-accrual ("NACL"NACL") ratio is an indicator used to assess the credit performance of the Bank's loan portfolio by calculating the non-accrual loans as a percentage of loans. The NACL ratio is calculated as gross non-accrual loans / gross total loans. Note the reference to gross implies the amounts prior to loan allowances for credit losses.
(15)
The non-performing loan ("NPL"NPL") ratio is an indicator used to assess the credit performance of the Bank's loan portfolio by calculating the non-performing loans as a percentage of loans. The NPL ratio is calculated as total gross non-performing loans / total gross loans.
(16)
The net charge-off ("NCO"NCO") ratio is an indicator used to assess the net credit loss of the Bank's loan portfolio by calculating the net charge-offs as a percentage of average total loans. The NCO ratio is calculated as net charge-off expense / average total loans. Average total loansloan is calculated as the average of the month-end asset balances during the relevant period.
(17)Core net income is a non-GAAP financial measure. Core net income measures net income on a core basis. Core net income is calculated by adjusting net income for income or expense items which are not representative of the ongoing operations of our business. For a reconciliation of core net income to net income, see "— Reconciliation of Non-GAAP Financial Measures".
(18)
Core earningsnet income attributable to common shareholders ("CEACS"CEACS") is a non-GAAP financial measure. CEACS measures profitability attributable to common shareholders on a core basis. For a reconciliation of CEACS to net income, see "— Reconciliation of Non-GAAP Financial Measures".
(19)Core net income per common share — fully diluted is a non-GAAP financial measure. Core net income per common share —  fully diluted measures core profitability attributable to common shareholders on a per share basis. For a reconciliation to net income per share, see "— Reconciliation of Non-GAAP Financial Measures".
(20)Common equity per share is calculated as total common equity / number of common shares issued and outstanding at period end.
(21)Figures reflect the reverse share split that the Bank effected on September 6, 2016.



11



Net Interest Income
Net interest income is the amount of interest earned on our interest‑earning assets less interest paid on our interest bearing liabilities. The following table shows our net interest income before provision for credit losses for the periods indicated.
For the years ended December 31,For the year ended December 31,
2016 20152019 2018
(in millions of $)
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
Assets                      
Cash due from banks and short‑term investments2,655.3
 9.8
 0.37 % 2,407.9
 6.5
 0.27 %
Cash due from banks, securities purchased under agreements to resell, and short‑term investments3,233.3
 41.6
 1.29 % 1,977.3
 24.8
 1.26 %
Investment in securities3,940.6
 77.2
 1.95 % 3,217.0
 69.6
 2.16 %4,474.9
 129.4
 2.89 % 4,578.9
 124.3
 2.71 %
Loans3,921.1
 188.0
 4.78 % 4,026.7
 186.5
 4.63 %4,369.5
 234.0
 5.36 % 3,995.8
 218.5
 5.47 %
Interest earning assets10,517.0
 275.0
 2.61 % 9,651.6
 262.6
 2.72 %12,077.6
 405.1
 3.35 % 10,552.0
 367.6
 3.48 %
Other assets343.4
     371.5
    371.5
     350.7
    
Total assets10,860.4
 275.0
 2.53 % 10,023.1
 262.6
 2.62 %12,449.1
     10,902.7
    
Liabilities                      
Deposits7,733.8
 (11.8) (0.15)% 7,156.7
 (18.4) (0.26)%8,851.5
 (51.5) (0.58)% 7,375.8
 (17.6) (0.24)%
Securities sold under agreement to repurchase16.0
 (0.1) (0.73)% 2.1
 
  %
Securities sold under agreements to repurchase0.7
 
 (2.12)% 1.6
 
 (2.11)%
Long-term debt117.0
 (4.5) (3.84)% 117.0
 (4.9) (4.15)%143.4
 (7.9) (5.49)% 133.4
 (6.9) (5.21)%
Interest bearing liabilities7,866.8
 (16.4) (0.21)% 7,275.8
 (23.3) (0.32)%8,995.5
 (59.4) (0.66)% 7,510.8
 (24.6) (0.33)%
Non-interest bearing current accounts2,042.5
     1,720.7
    2,147.2
     2,231.8
    
Other liabilities123.7
     196.8
    310.4
     281.0
    
Total liabilities10,033.0
 (16.4) (0.16)% 9,193.3
 (23.3) (0.25)%11,453.1
     10,023.7
    
Shareholders’ equity827.4
     829.8
    995.9
     879.0
    
Total liabilities and shareholders’ equity10,860.4
     10,023.1
    12,449.1
     10,902.7
    
Non‑interest bearing funds net of non‑interest earning assets (free balance)2,650.2
     2,375.8
    3,082.1
     3,041.1
    
Net interest margin  258.6
 2.45 %   239.3
 2.48 %  345.7
 2.86 %   343.0
 3.25 %


For the years ended December 31,For the year ended December 31,
2014 2013 20122017 2016 2015
(in millions of $)
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
Assets                                  
Cash due from banks and short‑term investments1,752.9
 5.4
 0.31 % 1,794.7
 5.4
 0.30 % 1,494.4
 5.1
 0.34 %
Cash due from banks, securities purchased under agreements to resell, and short‑term investments2,372.7
 17.2
 0.72 % 2,655.3
 9.8
 0.37 % 2,407.9
 6.5
 0.27 %
Investment in securities2,877.8
 67.7
 2.35 % 2,655.3
 60.9
 2.29 % 2,455.9
 48.6
 1.98 %4,573.9
 101.4
 2.22 % 3,940.6
 77.2
 1.95 % 3,217.0
 69.6
 2.16 %
Loans4,075.0
 192.0
 4.71 % 4,022.9
 187.0
 4.65 % 4,022.6
 190.6
 4.74 %3,665.8
 187.0
 5.10 % 3,921.1
 188.0
 4.78 % 4,026.7
 186.5
 4.63 %
Interest earning assets8,705.7
 265.1
 3.05 % 8,472.9
 253.3
 2.99 % 7,972.9
 244.3
 3.06 %10,612.4
 305.6
 2.88 % 10,517.0
 275.0
 2.61 % 9,651.6
 262.6
 2.72 %
Other assets410.8
     413.7
     474.2
    346.0
     343.4
     371.5
    
Total assets9,116.5
 265.1
 2.91 % 8,886.6
 253.3
 2.85 % 8,447.1
 244.3
 2.89 %10,958.4
     10,860.4
 

   10,023.1
    
Liabilities                                  
Deposits6,741.6
 (20.9) (0.31)% 6,559.5
 (20.0) (0.30)% 6,205.7
 (21.4) (0.34)%7,445.0
 (10.9) (0.15)% 7,733.8
 (11.8) (0.15)% 7,156.7
 (18.4) (0.26)%
Securities sold under agreement to repurchase22.0
 (0.1) (0.38)% 63.8
 (0.2) (0.38)% 1.3
 
 (1.38)%
 
  % 16.0
 (0.1) (0.73)% 2.1
 
  %
Long-term debt117.2
 (5.6) (4.80)% 228.7
 (9.2) (4.02)% 261.3
 (12.6) (4.81)%117.0
 (5.0) (4.24)% 117.0
 (4.5) (3.84)% 117.0
 (4.9) (4.15)%
Interest bearing liabilities6,880.8
 (26.6) (0.39)% 6,852.0
 (29.4) (0.43)% 6,468.4
 (34.0) (0.53)%7,562.0
 (15.9) (0.21)% 7,866.8
 (16.4) (0.21)% 7,275.8
 (23.3) (0.32)%
Non-interest bearing current accounts1,211.0
     990.7
     974.3
    2,393.1
     2,042.5
     1,720.7
    
Other liabilities187.2
     198.0
     205.6
    254.4
     123.7
     196.8
    
Total liabilities8,279.0
 (26.6) (0.32)% 8,040.7
 (29.4) (0.37)% 7,648.3
 (34.0) (0.44)%10,209.6
     10,033.0
     9,193.3
    
Shareholders’ equity837.5
     845.9
     798.8
    748.9
     827.4
     829.8
    
Total liabilities and shareholders’ equity9,116.5
     8,886.6
     8,447.1
    10,958.4
     10,860.4
     10,023.1
    
Non-interest bearing funds net of non-interest earning assets (free balance)1,824.9
     1,620.9
     1,504.6
    3,050.3
     2,650.2
     2,375.8
    
Net interest margin  238.5
 2.74 %   223.9
 2.64 %   210.4
 2.63 %  289.7
 2.73 %   258.6
 2.45 %   239.3
 2.48 %

12



Reconciliation of Non-GAAP Financial Measures
The tables below present computations of earnings and certain other financial measures, which exclude certain significant items that are included in the financial results presented in accordance with GAAP.
We focus on core net income in many of these measures and ratios, which we calculate by adjusting net income for income or expense items which are not representative of the ongoing operations of our business, which results in non-core gains, losses and expense measures. Core net income includes revenue, gains, losses and expense items incurred in the normal course of business. We consider the normal course of business to be the general operations of our business lines of banking and wealth management. We believe that expressing earnings and certain other financial measures excluding these non-core items provides a meaningful base for period-to-period comparisons, which management believes will assist investors in analyzing the operating results of the Bank and predicting future performance. Non-core items are determined by the Chief Financial Officer ("CFO") in conjunction with the Chairman and Chief Executive Officer ("CEO"), and approved by our Board of Directors. Consideration is given as to whether the expense, gain or loss is a result of exceptional circumstances or other decisions made not in the normal course of business. Items which are not in the normal course of business, such as business acquisition costs or impairment losses, or a result of exceptional circumstances, such as business restructuring costs, are considered non-core. These non-GAAP financial measures based on core net income are also used by management to assess the performance of the Bank's business because management does not consider the activities related to the adjustments to be indications of core operations. We believe that presentation of these non-GAAP financial measures will permit investors to assess the performance of the Bank on the same basis as that applied by management. Management and the Board utilize these non-GAAP financial measures utilizing core net income as follows:
Preparation of the Bank's operating budgets;
Quarterly financial performance reporting; and
Monthly reporting of consolidated results (management reporting only).
We calculate core net income attributable to common shareholders by deducting preference dividend and guarantee fees from core net income. We calculate core net income per common share by dividing the core net income attributable to common shareholders by the average number of common shares issued and outstanding during the relevant period.
The core efficiency ratio (non-GAAP), which is a measure of productivity, is generally calculated asby taking the core non-interest expenses which(which is the total non-interest expenses excluding non-core expense items, minus amortizationnon-interest expenses) as a percentage of intangible assets divided by coretotal net revenue before provision for credit losses and other gains and losses and is calculated as (core non-interest expenses - amortization of intangible assets) / (core non-interest income + core net interest income before provision for credit losses, which excludes non-core revenue items or non-core gains or losses.losses). Management uses this ratio to monitor performance regarding the efficiency of expense management and believes this measure provides meaningful information to investors.
Tangible common shareholders' equity ratios and tangible total asset ratios have become a focus of some investors in analyzing the capital position of the Bank absent the effects of intangible assets and preference shareholders' equity. Traditionally, the BMA and other banking regulatory bodies have assessed a bank's capital adequacy based on Tier 1 capital, and from January 1, 2016 onwards, CET1 capital, the calculation of which is codified in the Basel II and Basel III framework, respectively, as implemented by the BMA. Because tangible common shareholders' equity and tangible total assets are not formally defined by GAAP, these measures are considered to be non-GAAP financial measures and other entities may calculate them differently. Since analysts and banking regulators may assess the Bank's capital adequacy using tangible common shareholders' equity or tangible assets, the Bank believes that it is useful to provide investors the ability to assess the Bank's capital adequacy on this same basis. The Bank calculates tangible common equity and tangible total assets on a period end basis. The Bank also measures performance relative to core net income over average tangible common shareholders' equity and average tangible assets to monitor performance and efficiency relative to the Bank's capital adequacy.
We believe the non-GAAP financial measures presented in this report provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, these disclosures should not be viewed as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use.
The following tables provide: (1) a reconciliation of net income (GAAP) to core net income and core net income attributable to common shareholders (non-GAAP), (2) a computation of core net income attributable to common shareholders per common share fully diluted (non-GAAP), (3) a reconciliation of average and total shareholders' equity (GAAP) to average and total equity and average tangible common equity (non-GAAP), (4) a computation of core return to average tangible common equity (non-GAAP), (5) a reconciliation of average total assets (GAAP) to average tangible assets (non-GAAP), (6) a computation of core return on average tangible assets (non-GAAP), (7) a computation of tangible common equity to tangible assets (non-GAAP), (8) a computation of tangible total equity to tangible assets (non-GAAP), (9) a reconciliation of non-interest expenses (GAAP) to core non-interest expenses (non-GAAP), (10) a reconciliationcomputation of non-interest income (GAAP)the efficiency ratio (non-GAAP), and (11) a computation of the core efficiency ratio (non-GAAP).

 For the year ended December 31,  For the year ended December 31, 
(in millions of $, unless otherwise indicated) 2016 2015 2014 2013 2012  2019 2018 2017 2016 2015 
  
  
  
  
  
   
  
  
  
  
 
Reconciliation of net income (GAAP) to core net income (non-GAAP)           
Net incomeA115.9
 77.7
 108.2
 62.6
 26.5
 A177.1
 195.2
 153.3
 115.9
 77.7
 
Dividends and guarantee fee of preference shares (15.7) (16.5) (16.5) (17.0) (18.0)  
 
 
 (15.7) (16.5) 
Premium paid on repurchase/redemption of preference shares(1)
B(41.9) 
 (0.1) (2.8) (1.0) B
 
 
 (41.9) 
 
Net income to common shareholdersC58.4
 61.2
 91.6
 42.8
 7.5
 C177.1
 195.2
 153.3
 58.4
 61.2
 
Non-core (gains), losses and expenses  
  
  
  
  
         
  
 
Non-core (gains) losses  
  
  
  
  
         
  
 
Gain on disposal of a pass-through note investment (formerly a SIV)(2)
 (0.6) 
 (8.7) 
 
  (1.0) (1.2) (2.6) (0.6) 
 
Net gain on sale of affiliate(3)
 
 
 
 (0.4) (4.2) 
Additional consideration from previously disposed of entities(4)
 
 
 (0.3) (0.8) 
 
Impairment of equity method investment(5)
 
 
 
 3.8
 
 
Realized gain on legal settlement(6)
 
 
 
 (13.1) 
 
Realized gain on private equity investment(7)
 
 
 (1.1) 
 
 
Income tax refund(8)
 
 
 (1.0) 
 
 
Impairment of and gain on disposal of fixed assets (including software)(9)
 
 5.1
 2.0
 
 14.5
 
Impairment of goodwill and intangible assets(10)
 
 
 
 
 18.6
 
Change in unrealized (gains) losses on certain investments(11)
 
 0.7
 (9.9) 15.6
 (0.9) 
Deferred tax valuation allowance and tax adjustments(12)
 
 
 
 
 5.0
 
Adjustment to holdback payable for a previous business acquisition(13)
 0.9
 
 1.2
 
 
 
Total net gains from discontinued operations(14)
 
 
 
 
 (8.0) 
Impairment of and gain on disposal of fixed assets (including software)(3)
 
 
 
 
 5.1
 
Change in unrealized (gains) losses on certain investments(4)
 
 
 
 
 0.7
 
Adjustment to holdback payable for a previous business acquisition(5)
 
 
 0.1
 0.9
 
 
Settlement loss on de-risking on a defined benefit plan(6)
 
 1.5
 
 
 
 
Total non-core (gains) lossesD0.3
 5.8
 (17.8) 5.1
 25.0
 D(1.0) 0.3
 (2.5) 0.3
 5.8
 
Non-core expenses  
  
  
  
  
         
  
 
Early retirement program, redundancies and other non-core compensation costs(15)
 1.8
 8.2
 2.7
 8.9
 2.2
 
Onerous leases(16)
 
 
 
 
 0.8
 
Tax compliance review costs(17)
 1.6
 3.8
 10.2
 
 
 
Provision in connection with ongoing tax compliance review(18)
 0.7
 4.8
 
 
 
 
Business acquisition costs(19)
 3.2
 1.0
 3.1
 
 
 
Restructuring charges and related professional service fees(20)
 6.3
 2.5
 
 
 
 
Investigation of an international stock exchange listing costs(21)
 
 10.1
 
 
 
 
Total expenses from discontinued operations(14)
 
 
 
 
 0.4
 
Cost of 2010 legacy option plan vesting and related payroll taxes(22)
 8.8
 
 
 
 
 
Early retirement program, redundancies and other non-core compensation costs(7)
 16.3
 
 0.2
 1.8
 8.2
 
Tax compliance review costs(8)
 
 0.5
 2.1
 1.6
 3.8
 
Provision in connection with ongoing tax compliance review(9)
 
 
 
 0.7
 4.8
 
Business acquisition costs(10)
 5.5
 1.0
 2.0
 3.2
 1.0
 
Restructuring charges and related professional service fees(11)
 
 
 1.8
 6.3
 2.5
 
Investigation of an international stock exchange listing costs(12)
 
 
 
 
 10.1
 
Cost of 2010 legacy option plan vesting and related payroll taxes(13)
 
 
 
 8.8
 
 
Secondary offering costs (14)
 
 
 2.0
 
 
 
Total non-core expensesE22.4
 30.4
 16.0
 8.9
 3.4
 E21.8
 1.5
 8.1
 22.4
 30.4
 
Total non-core (gains), losses and expensesF=D+E22.7
 36.2
 (1.8) 14.0
 28.4
 F=D+E20.8
 1.8
 5.6
 22.7
 36.2
 
Core net incomeG=A+F138.6
 113.9
 106.4
 76.6
 54.9
 G=A+F197.9
 197.0
 158.9
 138.6
 113.9
 
Reconciliation of return on equity (GAAP) to core return on average tangible common equity (non-GAAP)           
Core net income attributable to common shareholders(1)
H=C-B+F123.0
 97.4
 89.9
 59.6
 36.9
 H=C-B+F197.9
 197.0
 158.9
 123.0
 97.4
 
Average shareholders' equity 826.0
 791.8
 849.4
 821.1
 874.7
  927.7
 843.2
 771.9
 826.0
 791.8
 
Less: average preference shareholders' equity (168.8) (182.9) (183.4) (189.3) (199.6)  
 
 
 (168.8) (182.9) 
Average common equityI657.2
 608.9
 666.0
 631.8
 675.1
 I927.7
 843.2
 771.9
 657.2
 608.9
 
Less: average goodwill and intangible assets (58.6) (54.8) (42.1) (20.0) (42.0)  (83.2) (74.6) (61.4) (58.6) (54.8) 
Average tangible common equityJ598.6
 554.1
 623.9
 611.8
 633.1
 J844.5
 768.6
 710.5
 598.6
 554.1
 
Return on equityC/I8.9
%10.1
%13.7
%6.8
%1.1
%C/I19.1
%23.1
%19.9
%8.9
%10.1
%
Core return on average tangible common equityH/J20.5
%17.6
%14.4
%9.7
%5.8
%H/J23.4
%25.6
%22.4
%20.5
%17.6
%



 For the year ended December 31,  For the year ended December 31, 
(in millions of $, unless otherwise indicated) 2016 2015 2014 2013 2012  2019 2018 2017 2016 2015 
Core earnings per common share fully diluted           
Adjusted weighted average number of diluted common shares (in thousands)(23)
K49.6
 50.0
 55.6
 55.4
 55.6
 
Reconciliation of diluted earnings per share (GAAP) to core earnings per common share fully diluted (non-GAAP)           
Adjusted weighted average number of diluted common shares (in thousands)(15)
K53.7
 55.7
 55.5
 49.6
 50.0
 
Earnings per common share fully dilutedC/K1.18
 1.23
 1.65
 0.77
 0.14
 C/K3.30
 3.50
 2.76
 1.18
 1.23
 
Non-core items per share(F-B)/K1.30
 0.72
 (0.04) 0.31
 0.52
 (F-B)/K0.39
 0.03
 0.10
 1.30
 0.72
 
Core earnings per common share fully diluted 2.48
 1.95
 1.61
 1.08
 0.66
  3.69
 3.53
 2.86
 2.48
 1.95
 
Core return on average tangible assets  
  
  
  
  
 
Reconciliation of return on average assets (GAAP) to core return on average tangible assets (non-GAAP)        
  
 
Total average assetsL10,842.6
 9,967.5
 9,268.9
 9,016.5
 8,658.8
 L12,471.8
 10,851.2
 10,926.1
 10,842.6
 9,967.5
 
Less: average goodwill and intangible assets (58.6) (54.8) (42.1) (20.0) (42.0)  (83.2) (74.6) (61.4) (58.6) (54.8) 
Average tangible assetsM10,784.0
 9,912.7
 9,226.8
 8,996.5
 8,616.8
 M12,388.5
 10,776.6
 10,864.8
 10,784.0
 9,912.7
 
Return on average assetsA/L1.1
%0.8
%1.2
%0.7
%0.3
%A/L1.4
%1.8
%1.4
%1.1
%0.8
%
Core return on average tangible assetsG/M1.3
%1.1
%1.2
%0.9
%0.6
%G/M1.6
%1.8
%1.5
%1.3
%1.1
%
Tangible equity to tangible assets  
  
  
  
  
         
  
 
Shareholders' equity 710.7
 750.4
 849.4
 802.6
 857.2
  963.7
 882.3
 822.9
 710.7
 750.4
 
Less: goodwill and intangible assets (61.9) (51.1) (57.9) (19.1) (22.3)  (96.5) (74.7) (60.6) (61.9) (51.1) 
Tangible total equityN648.8
 699.3
 791.5
 783.5
 834.9
 N867.2
 807.6
 762.3
 648.8
 699.3
 
Less: preference shareholders' equity 
 (182.9) (183.0) (183.6) (195.6)  
 
 
 
 (182.9) 
Tangible common equityO648.8
 516.4
 608.5
 599.9
 639.3
 O867.2
 807.6
 762.3
 648.8
 516.4
 
Total assets 11,103.5
 10,275.6
 9,858.4
 8,870.8
 8,833.0
  13,921.6
 10,773.2
 10,779.2
 11,103.5
 10,275.6
 
Less: goodwill and intangible assets (61.9) (51.1) (57.9) (19.1) (22.3)  (96.5) (74.7) (60.6) (61.9) (51.1) 
Tangible assetsP11,041.6
 10,224.5
 9,800.5
 8,851.7
 8,810.7
 P13,825.1
 10,698.4
 10,718.6
 11,041.6
 10,224.5
 
Tangible common equity to tangible assetsO/P5.9
%5.1
%6.2
%6.8
%7.3
%O/P6.3
%7.5
%7.1
%5.9
%5.1
%
Tangible total equity to tangible assetsN/P5.9
%6.8
%8.1
%8.9
%9.5
%N/P6.3
%7.5
%7.1
%5.9
%6.8
%
Efficiency ratio  
  
  
  
  
  

      
  
 
Non-interest expenses 285.9
 285.2
 273.0
 262.6
 274.9
  356.9
 321.3
 300.3
 285.9
 285.2
 
Less: Amortization of intangibles (4.5) (4.4) (4.3) (3.4) (5.0) 
Less: amortization of intangibles (5.5) (5.1) (4.2) (4.5) (4.4) 
Non-interest expenses before amortization of intangiblesQ281.4
 280.8
 268.7
 259.2
 269.9
 Q351.5
 316.3
 296.1
 281.4
 280.8
 
Non-interest income 147.5
 140.2
 134.8
 126.0
 128.5
  184.0
 168.7
 157.8
 147.5
 140.2
 
Net interest income before provision for credit losses 258.5
 239.3
 238.5
 223.8
 211.7
  345.7
 343.0
 289.7
 258.5
 239.3
 
Net revenue before provision for credit losses and other gains/lossesR406.0
 379.5
 373.3
 349.8
 340.2
 R529.7
 511.7
 447.6
 406.0
 379.5
 
Efficiency ratioQ/R69.3
%74.0
%72.0
%74.1
%79.3
%Q/R66.4
%61.8
%66.2
%69.3
%74.0
%
Core efficiency ratio  
  
  
  
  
  

      
  
 
Non-interest expenses 285.9
 285.2
 273.0
 262.6
 274.9
  356.9
 321.3
 300.3
 285.9
 285.2
 
Less: non-core expenses(E)(22.4) (30.4) (16.0) (8.9) (3.4) E(21.8) (1.5) (8.1) (22.4) (30.4) 
Less: amortization of intangibles (4.5) (4.4) (4.3) (3.4) (5.0)  (5.5) (5.1) (4.2) (4.5) (4.4) 
Core non-interest expenses before amortization of intangiblesS259.0
 250.4
 252.7
 250.3
 266.5
 S329.7
 314.7
 288.0
 259.0
 250.4
 
Core revenue before other gains and losses and provision for credit lossesT406.0
 379.5
 373.3
 349.8
 340.2
 T529.7
 511.7
 447.6
 406.0
 379.5
 
Core efficiency ratioS/T63.8
%66.0
%67.7
%71.6
%78.4
%S/T62.2
%61.5
%64.3
%63.8
%66.0
%

(1)Premium paid on the preference share buy-backs and redemption are removed from core net income available to common shareholders as management views these premium amounts as non-core.
(2)Reflects a gain realized on a liquidation settlement from the Avenir pass-through note, our last remaining structured investment, in 2014. As the Bank no longer holds structured investment products, management determined the gains represented by these liquidation settlements to be non-core. In 2016, 2017, 2018 and 2019, the Bank received a further distributiondistributions on this liquidation settlement.
(3)In 2013, reflected the sale of our 30% interest in Freisenbruch-Meyer Insurance Ltd., a Bermuda-based insurance company; in 2012, reflected the sale of our 27.8% interest in Island Heritage Holdings Ltd., a Cayman-based insurance company. The Bank does not sell affiliates or equity method investments unless a specific circumstance warrants the sale since acquiring and disposing of businesses is not part of management's core business. Accordingly, management considers the gains resulting from these sales to be non-core.
(4)In 2014 and 2013, reflected the relevant portion of proceeds from the sale of our interest in Island Heritage Holdings Ltd. effected in 2012. As is detailed above, due to the nature of the underlying sale, management considers the additional earn-out proceeds realized from this sale to be non-core.
(5)In 2013, reflected an impairment loss on the adjustment of the carrying value of our investment in Philips Holdings, an equity method investment, to its fair value. While the Bank adjusts the carrying value of equity method investments on a quarterly basis, impairment losses such as this result from market or underlying business specific reasons which are outside of management's control. As a result, management considers this impairment loss to be non-core.

(6)Reflected a legal settlement from a class action lawsuit to which we were a party relating to a previously disposed-of investment reached by us in the second quarter of 2013. This lawsuit was not in the normal course of business for the Bank, and has no impact on the ongoing operations as the underlying investment had been disposed of. Therefore, management considers gains resulting from it to be non-core.
(7)Reflected a realized gain on the disposal of one of our investments in a private equity holding in the second quarter of 2014. This disposal was very opportunistic in nature as it represented a tender offer for a previously impaired private equity holding. This realization of a sale upon receipt of an opportunistic tender such as this is not in the normal course of business, and therefore management considers gains from it to be non-core.
(8)In 2014, reflected a tax refund granted by the Guernsey tax authorities relating to the ability to claim accelerated tax allowances on a new IT system that was implemented in 2013. While the Bank considers the costs associated with the implementation of the new IT system to be core to our operations, the benefit realized through the accelerated tax allowances was not the intended consequence. Therefore management considers the resulting gain to be non-core.
(9)In 2015, reflected impairment write-downs on the core banking system in the UK related to the orderly wind-down of the deposit taking and investment management businesses. In 2014, represented write-downs on certain Bermuda properties, which were being utilized for rental income, adjusting the recorded value to the market value. In 2012, represented write-downs on certain properties, mostly in Bermuda, adjusting the recorded value to the market value resulting from the downturn of the Bermuda real estate values. Also in 2012The loss was a $8.0 million write-down resulting from the reclassification of certain properties in Bermuda from being used in our own operations to held-for-sale. These gains or losses were each individually a result of either decisions made which are not part of the core business strategy such as the impairment write-down in the UK in 2015, or a result of isolated decisions made not in the normal course of business. Thereforeand therefore management considers these gains and lossesthis loss to be non-core.
(10)In 2012, reflected the full impairment of goodwill and intangible assets attributable to the United Kingdom and The Bahamas. These losses were a result of a continuous period of losses in these subsidiaries which resulted in the estimated future profitability to be unable to sustain the valuations of goodwill and customer intangibles. These were decisions and assessments made not in the normal course of business, and therefore management considers these impairment losses to be non-core.
(11)(4)These gains and losses were a result of the price movements of certain securities which were previously classified as AFS for our operations in Guernsey and the United KingdomUK but should have been classified as trading securities in the previously published financial statements since 2011, which have been subsequently revised. This classification introduced unintended asymmetry between core accounting performance measures of the Bank and economic/risk performance of the Bank, and led management to the decision to prospectively dispose of the securities. Management considers this to be an exceptional circumstance, and accordingly has classified these as non-core items.
(12)(5)In 2012, reflected management's estimate of taxable income attributable to our UK operations2017 and their ability to utilize deferred tax assets resulting in the recognition of a deferred tax valuation allowance and a tax adjustment related to the prior year. This deferred tax write-off is associated with the goodwill and identifiable intangible impairment discussed above. Accordingly this impairment loss was as well made outside of the normal course of business, and therefore management considers this impairment loss to be non-core items.
(13)In 2016, reflected an adjustment to the holdback payable for the acquisition of Legis due to continued strong revenue from legacy clients. In 2014, reflected an adjustment to the initial estimated holdback payable for the acquisition of Legis due to the change in payment probabilities as estimates were updated for actual results. While management considers the integrated operations of acquired entities to be core to our business operations, due to the limited and isolated nature of acquisitions, management does not consider the costs associated with these acquisitions to be a part of the normal course of business. Therefore management considers costs associated with acquisitions, including these contractual adjustments to the holdback payable amount, to be non-core.
(14)(6)In 2012,2018, these losses reflected net income attributable to our Barbados operations that was classified as discontinued operations in 2012. This resulted froma non-core settlement loss on the salede-risking of our wholly owned subsidiary, which is not considered part of the continued operations of the Bank. Therefore management considers the net income reflected from this discontinued operation to be non-core.a defined benefit pension plan.

(15)(7)In 2012 and partially in 2013, reflected the cost of an early retirement program offered to reduce staff costs. This program has not been offered since. In 2013, additional expenses reflected payments to Treasury and Operations staff whose roles were made redundant as a result of the implementation of a new core banking software. In 2014, a strategic cost program led to a review of work being done in several non-management roles in Guernsey resulted in these roles being made redundant, and therefore costs as shown reflect payments to these non-management staff whose roles were affected. In 2015, predominantly reflected the cost of negotiated packages for three executives who stepped down from their positions during the year. In 2016, reflected payments to non-executive management staff whose roles were made redundant resulting from a span of control review. In 2017, primarily reflected severance payments to staff in our Bahamas segment as a result of management rescinding our banking license in that jurisdiction. In 2019, primarily related to the costs associated with the departure of a senior executive, severance payments relating to the closure of a branch location, and staff exit costs associated with the implementation of a target operating staffing model for the combined Channel Islands segment following the ABN AMRO (Channel Islands) Limited acquisition. Management does not consider the costs associated with these projects to be core to the strategy of the business.
(16)In 2012, reflected the amount by which the net present value of the Bank's lease obligations exceeded the expected rent receipts which resulted in the recognition of an onerous lease charge. This charge was a result of a specific lease and is therefore an isolated expense which management does not consider as part of the normal course of business. Therefore, management considers this amount to be non-core.
(17)(8)In each of the periods reflected costs associated with a review and account remediation exercise to determine the US tax compliance status of US person account holders linked to the publicallypublicly announced so-called John Doe Summonses in November 2013 issued by the USAO to six US financial institutions with which the Bank had correspondent banking relationships. These expenses are a result of exceptional circumstances which arose outside of the normal course of business.
(18)(9)In 2015 and 2016, reflected a provision associated with the aforementioned review and account remediation exercise referenced in the above footnote. Although the Bank is unable to determine the amount of financial consequences, fine and/or penalties resulting from this tax compliance review, this reflects a provision which management believes to be appropriate. These expenses are a result of exceptional circumstances which arose outside of the normal course of business.
(19)(10)In 2015 and 2016, reflected contract negotiation, due diligence and IT implementation costs relating to the acquisition of the Bermuda Trust Company Limited and the private banking investment management of operations of HSBC Bank Bermuda Limited; in 2014,Limited. In 2017 and 2018, reflected legal,contract negotiation, due diligence and other legal costs for temporary staff assisting with integration relating to the acquisitionsagreement to acquire Deutsche Bank’s GTS business, excluding its US operations. In 2019, reflected contract negotiation, due diligence and other legal costs relating to the acquisition of Legis and of select deposits and loans from HSBC Bank CaymanABN AMRO (Channel Islands) Limited. As above, due to the limited nature of acquisitions, management does not consider the costs associated with these acquisitions to be a part of normal course of business. Therefore, management considers costs associated with acquisitions, specifically including the costs associated with negotiation and integration of operations, to be non-core.
(20)(11)In 2015, 2016 and 2016,2017, reflected costs associated with the orderly wind-down of the deposit taking, investment management and custody businesses of Butterfield Bank (UK) Limited which included staff redundancy expenses and professional fees. These expenses are a result of exceptional circumstances which arose outside of the normal course of business.
(21)(12)In 2015, reflected professional and legal fees related to the investigationresearch and evaluation of an international stock exchange listing for the Bank's common shares. This investigationresearch and evaluation was undertaken in an effort to provide a means for liquidity for the Bank's shareholders, and was therefore not in the normal course of business. Accordingly, management considers the expenses associated with this investigation to be non-core.
(22)(13)In 2016, reflected the expense for the vesting of the outstanding 2010 Performance Options resulting from the IPO which led to aan $8.5 million salaries and other employee benefits expense, and a related payroll tax expense of $0.3 million. Management does not consider these expenses to be core to the strategy of the business.
(23)(14)In 2017, reflected professional and legal fees related to the secondary follow-on offering of the Bank's common shares. This offering was undertaken in an effort to provide further liquidity for the Bank's shareholders, and was therefore not in the normal course of business. Accordingly, management considers the expenses associated with this offering to be non-core.
(15)Figures reflect the reverse share split that the Bank effected on September 6, 2016.


16



RISK FACTORS
The material risks and uncertainties that management believes affect us are described below. Any of the following risks, as well as risks that we do not know of or currently deem immaterial, could have a material adverse effect on our business, financial condition or results of operations. Further, the risk factors below include cautionary statements identifying important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by us or on our behalf. See "Cautionary Note Regarding Forward-Looking Statements."
Risks Relating to Financial Conditions, Market Environment and General Economic Trendsthe Markets in Which We Operate
Adverse economic and market conditions in particular in Bermuda, the Cayman Islands, the Channel Islands and the Cayman Islands,UK, and other markets in which we operate, have in the past resulted in and could in the future result in lower revenue, lower asset quality, increased provisions and lower earnings.
Our financial performance generally, and in particular the ability of our borrowers to pay interest on and repay principal on outstanding loans and the value for the collateral securing those loans, as well as demand for loans and other products and services we offer and whose success we rely on to drive our future growth, isare highly dependent upon the business environment in the markets in which we operate. Unlike larger banks that are more diversified, we provide banking and wealth management services mainly to customers in Bermuda and the Cayman Islands. A downturn in the markets in which we operate, in particular in Bermuda, or the Cayman Islands, and the Channel Islands and the UK can have a profound impact on our business performance. Some elements of the business environment that affect our financial performance include short-term and long-term interest rates, any downgrade in sovereign credit ratings, (such as the recent downgrade in Bermuda's sovereign rating), the prevailing yield curve, inflation and price levels, monetary policy, regulatory or legal changes (including changes in tax laws) or changes in enforcement thereof, unemployment rates, investor or business confidence, natural or man-made disasters, the strength of the local economy in the markets in which we operate, or a combination of these or other factors.
Unfavorable market conditions can result in a deterioration in the credit quality of our borrowers and the demand for our products and services, an increase in the number of loan delinquencies, defaults and charge-offs, additional provisions for loan losses, decreases in asset values, deterioration in investment performance and an overall material adverse effect on the quality of our loan portfolio.
Unlike banks that are more geographically more diversified, banks, our business is concentrated primarily in Bermuda, and the Cayman Islands, and the Channel Islands and the UK, and we may be more affected by a downturn in these markets than more diversified competitors.
Our banking operations are concentrated in Bermuda, and the Cayman Islands, and the Channel Islands and the UK, and we serve local customers in these markets. In the year ended December 31, 2016, 57% of our total net revenue before provision for credit losses2019, 50%, 31% and other gains/losses was derived from our Bermuda segment and 30%15% respectively, of our total net revenue was derived from our Bermuda, the Cayman Islands, segment.and the Channel Islands and the UK segments. In addition, in the year ended December 31, 2016, approximately $2 billion, or 59%2019, 40%, 21% and 39% respectively, of our loans originated in Bermuda, and approximately $1 billion, or 20%, of our loans originated in the Cayman Islands.Islands, and the Channel Islands and the UK. Accordingly, a downturn in these markets may have a profound effect on our banking business. Because Bermuda and the Cayman Islands do not have well-diversified economies, a downturn in their key industries could affect their economies as a whole and have an adverse effect on our business, financial condition or results of operations. In addition, we have sought to expand our existing trustcore business line,lines, including through recent acquisitions. Any failure in our ability to expand our core business lines, or any reduction in demand for trustour core services in our Bermuda, and Cayman Islands and Channel Islands and the UK segments, including due to perceived reputational risks, increasing regulatory scrutiny over activities in these jurisdictions or otherwise, may adversely impact our business and results of operations, including the ongoing success of any of our acquired trust business.businesses.
In particular, BermudaGeopolitical events could disrupt our businesses and adversely affect our financial condition or results of operations.
We are exposed to risks arising out of geopolitical events, such as trade barriers, including the imposition of tariffs and other limitations on international trade and travel, exchange controls, government shutdowns, other measures taken by sovereign governments, including by the US, and uncertainty arising from recent or upcoming elections (including in the US and the Cayman Islands are international business centers in part due to their favorable tax treatment of entitiesUK) that can hinder economic or financial activity levels. Furthermore, unfavorable political, military or diplomatic events, armed conflict, pandemics and their politicalterrorist acts and economic stability. Bermuda is among the largest reinsurance markets,threats, and the Cayman Islands is a leader in fund domiciliation for global asset managers, with 10,586 regulated mutual funds asresponses to them by governments, could also negatively affect economic activity and have an adverse effect upon our business, financial condition or results of December 31, 2016 according to CIMA. These industries are key contributors tooperations.
For example, the BermudaUK formally leaving the EU (“Brexit”) and the Cayman Islands economies. As a result, a downturn in these sectors or a shift of business away from Bermuda orUS's present and future policies may increase the Cayman Islands could result in job lossesuncertainty and harm the economies in these markets. Many of our commercial customers are reinsurance or regulated fund service providers. Accordingly, any downturn or further concentrationinstability in the reinsurance marketglobal financial markets, which could lead to weaker macroeconomic conditions, globally and in our key markets, that continue for the foreseeable future. Such economic weakness and uncertainty may adversely affect our business, financial condition and results of operations. See "— RegulatoryWe expect that Brexit could lead to legal uncertainty and Tax-Related Risks — Changespotentially divergent national laws and regulations as the UK determines which EU laws to replicate or replace and we could face associated costs, particularly as they relate to our operations in US tax lawsthe UK and certain UK territories and dependencies, namely Bermuda, the Cayman Islands, and the Channel Islands. It may also be time-consuming and expensive for us to alter our internal operations in order to comply with new regulations. The long-term financial and legal effects of Brexit will depend in part on any agreements the UK makes to retain access to EU markets following the UK's withdrawal from the EU, and there remains considerable uncertainty as to when any relationship will be agreed and implemented. The UK formally left the EU on January 31, 2020 (subject to transitional arrangements which on current plans would expire by January 2021). The political and economic instability created by Brexit may cause significant volatility in the global financial market. Political and economic uncertainty has in the past led to, and the outcome of Brexit could causelead to, declines in market liquidity and activity levels, volatile market conditions and exchange rates, a contraction of available credit, lower or negative interest rates, declines in the insurancereal estate market, weaker economic growth and reinsurance industry to relocate from Bermuda,investment performance and reduced business confidence, all of which could have an adverse effect onimpact our business, financial condition and results of operations".business.
In addition,Also, changes in legislation and regulation or an attempt by Bermudaany territory or dependency of the UK in which we operate, to declare independence from the United Kingdom ("UK")UK or to implement changes in its constitution, including its fiscal and monetary policies, could have a negative effect on Bermuda'sthe applicable jurisdiction's position as an international business center and Bermuda-based companies could move from Bermuda.center. This could have a significant negative effect on the local economy and in turn negatively affect our business.
Tourism is another major contributor toBecause the primary markets in which we operate do not have well-diversified economies, of both Bermuda and the Cayman Islands. In 2015, travel and tourism contributed 14.2% of GDPa downturn in Bermuda and 28.9% of GDP in the Cayman Islands. The deterioration of the tourism industry could decrease the value of hotels and other commercial properties, which could adversely affect our commercial loan portfolio. A decline in tourism could similarly result in an increase in unemployment, whichtheir key industries could affect the ability of our residential borrowers to make payments on their loans. Accordingly,economies as a decline in tourism in either Bermuda or the Cayman Islands could have a material adverse effect on our business, financial condition or results of operations.
A decline in the residential real estate market, in particular in Bermuda, could increase the risk of loans being impairedwhole and could have an adverse effect on our business, financial condition or results of operations.
We are exposed toBermuda is among the risk that our borrowers may not repay their loanslargest reinsurance markets in the world. The Cayman Islands is a leader in fund domiciliation for global asset managers, with 10,885 regulated mutual funds as at December 31, 2019 according to their contractual termsCIMA. The Channel Islands are among the leading financial centers for banking, investment funds and that the collateral securing the payment of these loans may be insufficient. As of December 31, 2016, approximately 62.1%other financial services. Many of our Bermuda loan portfolio, net of allowance for credit losses, was comprised of residential mortgages in Bermuda and approximately 67.9% of our loan portfolio in our remaining jurisdictions was comprised of residential mortgages. A decline in the real estate market, in particular in Bermuda, would mean that the collateral for our loans would hold less value.commercial customers are reinsurance or regulated fund service providers. As a result, our ability to recover on defaulted loans by sellinga downturn in these key sectors, a change in laws or regulations (including the underlying real estate would be diminished, and we would be more likely to suffer losses on the defaulted loans. Declinesfavorable tax treatment of entities in the real estate market could also adversely affect demand for new loans, further decreasing the interest revenue generated by our loan portfolio. This may lead to impairment charges on loans and other assets, higher costs and incurred loan-loss provisions. In addition, if our estimate for our allowance for credit losses proves to be incorrect and our allowance is inadequate, we will have to increase the allowance accordingly.
These risks may be compounded due to the fact that there is no available economic and statistical data regarding thethese jurisdictions), or a shift of business away from Bermuda, The Bahamas and the Cayman Islands, real estate markets. Although reliable and comprehensive economic and statistical data is available for certain real estate markets, such as the Case-Schiller Home Price Index in the United States, there is no comparable statistical data or mechanism to value the overall real estate market in Bermuda, The Bahamas or the Cayman Islands. This lack of information makes it difficult to assess the market value of real estate in these markets, and requires us to rely on observations of the valuation of our own real estate originations in order to assess whether the value of mortgaged real estate has declined.
Any of the above factors could have an adverse effect on our business, financial condition or results of operations.
In addition, following the 2008 financial crisis, the Bermuda economy experienced consecutive years of negative GDP growth. International business activity declined from 2009 to 2011, with modest annual growth from 2012 onwards. In 2015, the Bermuda economy's GDP was nominally positive and various local economic measures appeared to have stabilized. The impact of the 2008 financial crisis and the resulting decline in international business on employment, population levels and real estate values

was negative for several years, with recent apparent stability observed in terms of economic activity and stabilized real estate values. The Bermuda economy's ability to sustain or improve on this recent apparent economic stability is uncertain.
The value of the securities in our investment portfolio may decline in the future.
As of December 31, 2016, we owned $4.4 billion of investment securities consisting primarily of securities issued by the US government and US governmental agencies. In 2016, our investment portfolio had an average yield of 1.95%.
The fair value of our investment securities may be adversely affected by market conditions,Channel Islands, including changes in interest rates, and the occurrence of any events adversely affecting the issuer of particular securities in our investment portfolio. We perform periodic reviews to determine if an other-than-temporary impairment ("OTTI") has occurred. Our Asset and Liability Policy Committee reviews the results of impairment analyses and advises whether an OTTI exists. The process for determining whether an impairment is other-than-temporary usually requires complex, subjective judgments about the future financial performance of the issuer of the relevant security in order to assess the probability of receiving all contractual principal and interest payments on the security.
We did not record any OTTI losses on investments in the years ended December 31, 2016 and 2015. However, in prior periods we have experienced higher OTTI on investments, in particular as a result of investmentsthe inclusion of any of these jurisdictions on the EU list of non-cooperative jurisdictions for tax purposes, could result in structured securities. See "— We depend primarily on deposits to fund our liquidity needs; if we are unable to effectively manage our liquidity acrossjob losses and adversely impact the jurisdictionseconomies in which we operate, our business, financial conditionthese markets. Any downturn or results of operations could be adversely affected."
We may be required to recognize OTTI in future periods, which could have an adverse effect on our business, financial condition or results of operations.
Fluctuations in interest rates and inflation may negatively impact our net interest margin and our profitability.
Net interest income is a significant component of our revenues and changes in prevailing interest rates may adversely affect our business, including the level of net interest income we earn, and for our banking business, the levels of deposits and the demand for loans. The low interest rate environment following the global financial crisis has led to changes in savings rates and continues to shift the interest of savers away from low-rate retail bank deposits.
If interest rates increase, our net interest income would narrow if our cost of funding increased without a correlative increasefurther concentration in the interest we earn from loansreinsurance, investment and investments. Because we rely extensively on deposits to fund our operations, our cost of funding would increase if there is an increase in the interest rate we are required to pay our customers to retain their deposits. Thisasset management and banking markets could occur, for instance, if we are faced with competitive or regulatory pressures to increase rates on deposits. In addition, if the interest rates we are required to pay for other sources of funding increases, our cost of funding would increase. Moreover, increases in interest rates may decrease customer demand for loans as the higher cost of obtaining credit may deter customers from seeking new loans. Further, higher interest rates might also lead to an increased number of delinquent loans and defaults, which would affect the value of our loans.
Changes in interest rates may negatively affect the value of our assets and our ability to realize gains or avoid losses from the sale of those assets, all of which also ultimately affect earnings and capital, as well as our regulatory solvency position. A sustained increase in the inflation rate in our principal markets may also have an adverse effect on our business, financial condition or results of operations. For example, a sustained increase in the inflation rate may result in an increase in nominal market interest rates. A failure to accurately anticipate higher inflation and factor it into our product-pricing assumptions may result in mispricing of our products, which could adversely affect our business, financial position orcondition and results of operations. On the other hand, recent concerns regarding negative interest rates and the low level of interest rates generally may negatively impact our net interest income, which may have an adverse impact on our profitability.
We depend primarily on deposits to fund our liquidity needs; if we are unable to effectively manage our liquidity across the jurisdictions in which we operate, our business, financial condition or results of operations could be adversely affected.
We need liquidity to pay our operating expenses, interest on our debt and dividends on our capital stock, and to replace certain maturing liabilities. Without sufficient liquidity, we will be forced to curtail our operations and our business will suffer.
Our main source of funding is customer deposits. As of December 31, 2016, we had $10.0 billion in customer deposits (67% USD deposits, 18% USD-pegged deposits), with 58% of our deposits derived from our Bermuda segment and 29% of our deposits derived from the Cayman Islands segment, with the balance derived from Guernsey and The Bahamas. In addition, we source our funding from shareholders' equity, and to a lesser extent from other sources including the sale of securities to institutional counterparties under repurchase agreements and the sale of trading and AFS securities. Our deposit base includes both demand and term liabilities, but the significant majority of such deposits are demand deposits or are due within six months. Because we rely primarily on short-term deposits for funding, a sudden or unexpected shortage of funds in the banking systems in which we operate may prevent us from obtaining necessary funding without incurring higher costs. Our deposit base includes deposits from commercial and institutional clients which may be more sensitive to financial strength rating changes. A significant withdrawal of deposits in either of these markets could significantly affect our liquidity and our ability to meet our funding needs.
In addition, as a bank with subsidiaries located outside of Bermuda, access to inter-company funds can be restricted because our regulated banking subsidiaries are required to maintain certain liquidity ratios or minimum levels of capital in accordance with the laws of the jurisdictions in which they operate or otherwise. The necessity of maintaining these ratios or levels of capital or other liquidity considerations could restrict the ability of these subsidiaries to transfer funds to us, in the form of cash dividends, loans or advances. Recently, our subsidiaries' ability to upstream funds from certain jurisdictions has been increasingly restricted due to changes in the business and regulatory environments in such jurisdictions.
In the event that our current resources do not satisfy our needs, we may need to seek additional financing. The availability of additional financing will depend on a variety of factors, such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects. For example, in the course of the global financial crisis, we realized significant losses attributable to write-downs on investments in structured assets made prior to mid-2007 and required a significant amount of new capital to ensure sufficient liquidity and restore our capital structure. In 2009, the Government of Bermuda provided assistance to us in raising private sector capital by issuing a full and unconditional guarantee to support our $200 million issuance of preference shares. See "Supervision and Regulation — Bermuda — Supervision and Monitoring by the BMA". In addition, we raised an additional $550 million of new capital from a group of investors that included The Carlyle Group and CIBC and undertook a $130 million rights offering.
Although the Government of Bermuda supported us in 2009, there is no central bank or similar governmental agency in Bermuda from which we may borrow US or Bermuda Dollars if we experience liquidity shortages. In addition, a number of the other jurisdictions in which we operate, including the Cayman Islands and Guernsey, do not have a central bank either. Accordingly, we may not have a lender of last resort in case of future liquidity shortages. See "— Banks domiciled in Bermuda, including us, are not supported by a central bank from which to borrow funds, so if we are unable to maintain sufficient liquidity by continuously attracting deposits and other short-term funding, our financial condition, including our capital ratios, funding costs or results of operations could be adversely affected."

Banks domiciled in Bermuda, including us, are not supported by a central bank from which to borrow funds, so if we are unable to maintain sufficient liquidity by continuously attracting deposits and other short-term funding, our financial condition, including our capital ratios, funding costs or results of operations could be adversely affected.
Unlike many other jurisdictions, there is no central bank or similar governmental agency in Bermuda from which we may borrow US or Bermuda Dollars if we experience liquidity shortages, which may leave us without a lender of last resort in the event that Bermuda suffers a severe economic downturn at the same time as a liquidity

shortage. Similarly, there is no central bank in the Cayman Islands, Jersey or Guernsey to act as a lender of last resort. WeAccordingly, we may thereforenot have a lender of last resort in case of future liquidity shortages and we may be unable to sufficiently fund our liquidity needs. While there is no central bank or similar governmental agency in Bermuda, the Cayman Islands, Jersey or Guernsey that insures bank deposits, such as the Federal Deposit Insurance Corporation in the United States, the Governments of Bermuda and Jersey and the Government of Bermuda hasthe States of Guernsey have each implemented a Deposit Insurance Scheme or Deposit Compensation Scheme. See "Supervision and Regulation" and "— The Government of"- Certain jurisdictions in which we operate, including Bermuda, has implementedGuernsey and Jersey, have a Deposit Insurance Scheme or Deposit Compensation Scheme and we will incur additional costs”.ongoing costs as a result.” The regulators in these jurisdictions have also required us to hold capital add-ons to compensate for the systemic importance of our bank to the economy in the absence of a central bank. Without a central bank from which we could borrow funds, liquidity management will be critical to the management of our consolidated balance sheet, and an inability to obtain sufficient liquidity could adversely affect our financial condition.
The Government ofCertain jurisdictions in which we operate, including Bermuda, has implementedGuernsey and Jersey, have a Deposit Insurance Scheme or Deposit Compensation Scheme and we will incur additional costs.ongoing costs as a result.
Pursuant to the Deposit Insurance Act 2011 and the Deposit Insurance Rules 2016 of Bermuda, a Deposit Insurance Scheme (“DIS”) has come into effect in Bermuda. The DIS is administered by the Bermuda Deposit Insurance Corporation. The DIS is designed to protect the deposits of individuals, charities, unincorporated associations, partnerships, sole proprietors and small businesses by guaranteeing up to $25,000 of their aggregate Bermuda Dollar deposits in the event of a Bermuda deposit taking institution’s failure. The DIS is backed by a Deposit Insurance Fund which is in turn funded from premium contributions that are payable by all banks and credit unions licensed by the BMA . As a bank licensed by the BMA, we are required to be a member of the DISDeposit Insurance Scheme ("DIS") and pay contributions to the Deposit Insurance Fund. Currently, our premium contribution is calculated by the Bermuda Deposit Insurance Corporation as 0.25% per annum of the average total amount of our Bermuda Dollar deposits that are covered by the DIS guarantee over a rolling three monththree-month period, with our initial contribution backdated to July 1, 2016. Each contribution to the Deposit Insurance Fund (including the initial contribution) is payable every three months in arrears. The amount of the contribution we are liable to pay may change from time to time as the total level of our insured Bermuda Dollar deposits changes; in addition there is no guarantee that the current rate of premium contributions charged by the Bermuda Deposit Insurance Corporation will stay the same and not increase or that the Bermuda Deposit Insurance Corporation will not require additional contributions in the event that the Deposit Insurance Fund is insufficient to pay compensation due to insured depositors. We may also not be able to recover our contributions to the Deposit Insurance Fund from any failed institution whose insured depositors receive payments from the Deposit Insurance Fund. Any contributions we are required to make as part of the DIS (and any associated costs) are a cost to our business, and such costs, including any future increases, may have an adverse effect on our business, financial condition or results of operations.
As a bank licensed by the Guernsey Financial Services Commission, we are required to pay contributions to the Guernsey Deposit Compensation Scheme (the "Guernsey DCS"). Currently, we are required to pay an administration levy which is calculated by the Guernsey DCS Board . The amount of the contribution we are liable to pay may change from time to time and there is no guarantee that the current rate charged by the Guernsey DCS Board will stay the same and not increase. In the event of the failure of a Guernsey licensed bank the Guernsey DCS Board will estimate the total level of compensation levy required and the Bank will be liable in equal shares with every other participant (i.e. every other licensed bank in Guernsey) for the first £10,000,000. If the total compensation levy exceeds £10,000,000 then the Bank will be liable on a pro-rata basis (calculated by reference to the total "value at risk" of our Guernsey deposits compared to the Guernsey market) with every other participant for the amount of such excess. We may also not be able to recover our contributions to the Guernsey DCS from any failed licensed bank whose insured depositors receive payments from the Guernsey DCS. Any contributions we are required to make as part of the Guernsey DCS (and any associated costs) are a cost to our business, and such costs, including any future increases, may have an adverse effect on our business, financial condition or results of operations.
The Jersey Bank Depositors Compensation Scheme ("Jersey DCS") is funded primarily through an upfront loan from the States of Jersey. In the event of a bank failing, levies would be raised on Jersey banks, subject to certain caps for banking groups over a 5 year period, based on the proportion of protected deposits each bank holds to repay the loan. In the event that the full £100 million liability of the Jersey DCS was called upon, banks would contribute approximately two-thirds of funding, with the States of Jersey contributing one third.
We are not currently required to pay any contributions to the Jersey DCS. Any contributions we may be required in future to make as part of the Jersey DCS (and any associated costs) are a cost to our business, and such costs, including any future increases, may have an adverse effect on our business, financial condition or results of operations.
A decline in tourism in Bermuda or the Cayman Islands could have a material adverse effect on our business, financial condition or results of operations.
Tourism is a major contributor to the economies of Bermuda and the Cayman Islands. In 2018, travel and tourism contributed 13% of GDP in Bermuda and 30% of GDP in the Cayman Islands. The deterioration of the tourism industry could decrease the value of hotels and other commercial properties, which could adversely affect our commercial loan portfolio. A decline in tourism could similarly result in an increase in unemployment, which could affect the ability of our residential borrowers to make payments on their loans. Accordingly, a decline in tourism in Bermuda or the Cayman Islands could have a material adverse effect on the economic stability of these jurisdictions, and our business, financial condition or results of operations.
Severe weather and natural disasters could disrupt our businesses and adversely affect our financial condition or results of operations.
The key markets in which we operate include Bermuda and the Cayman Islands and our business is therefore subject to the risks associated with severe tropical storms, hurricanes, tornadoes and earthquakes, including downed telephone lines, flooded facilities, power outages, fuel shortages, damaged or destroyed property and equipment, and work interruptions. Although hurricanes in the Caribbean during 2017, 2018 and 2019 did not negatively impact the Bank's operations nor cause any insurable losses,such severe weather conditions and natural disasters may, in the future, negatively impact us and our clients and their ability to meet their financial obligations to us, including the repayment of loans. Such events may also result in an impairment of the value of property or other collateral used to secure the loans that we extend.Climate change may aggravate the impact and increase the incidence of such severe weather. Furthermore, severe weather events may have a significant impact on the economies of the key markets in which we operate, which could have a material adverse impact on our operations.
We cannot predict whether we will continue to be able to obtain insurance for hazard-related damages to our premises or, if obtainable and carried, whether this insurance will be adequate to cover our losses. Moreover, we expect any insurance of this nature to be subject to substantial deductibles and to provide for premium adjustments based on claims, and we do not carry insurance against all types of losses. For all these reasons, any future hazard-related costs and work interruptions could have an adverse effect on our business, financial condition or results of operations.
The majority of the markets in which we operate do not have systemic credit bureau reports.
Unlike the US where the Fair Credit Reporting Act ("FCRA") is designed to help ensure that credit bureaus furnish correct and complete information when evaluating loan applications, the majority of the markets in which we operate do not have systemic credit bureau reports. Therefore, we manually review each loan and we use a formal and documented tiered credit approval process that is administered through and governed by our risk management framework. Due to limitations in the availability of information, our assessment of credit risk associated with a particular customer may not be based on complete, accurate or reliable information. In addition, although we have made and continue to make improvements to our credit scoring systems to better assess borrowers' credit risk profiles, we cannot provide assurance that our credit scoring systems collect complete or accurate information reflecting the actual behavior of customers or that their credit risk can be assessed correctly. Without complete, accurate and reliable information, we have to rely on other publicly available resources and our internal resources, which may not be effective. As a result, our ability to effectively manage our credit risk and subsequently our impairment losses and allowance for credit losses may be materially adversely affected. In addition, because our credit approval process involves detailed analyses of the customer or credit risk, taking into account both quantitative and qualitative factors, it is subject to human or information technology systems

errors. In exercising their judgment on current or future credit risk behavior of our customers, our employees may not always be able to assign an accurate credit rating, which may result in our exposure to higher credit risks than indicated by our risk rating system. In addition, we have been refining our credit policies and guidelines to address potential risks associated with particular industries or types of customers. However, we may not be able to timely detect all possible risks before they occur, or due to limited tools available to us, our employees may not be able to effectively implement them, which may increase our credit risk. Failure to effectively implement, consistently follow or continuously refine our credit risk management system may result in an increase in the level of nonperforming loans and a higher risk exposure for us, which could have a material adverse effect on us.
Risks Relating to Our Strategy, Brand, Portfolio and Other Aspects of Our Business
Our strategy includes expansion of our business through acquisitions of, or investments in, other companies or new products and services, but we may not be able to achieve regulatory approval for such transactions or be able to achieve the anticipated cost savings, growth opportunities and other benefits anticipated from such transactions.
We seek to grow both organically and through acquisitions. In the past several years, we have made various acquisitions and investments intended to complement and expand our businesses, including our July 2019 acquisition of ABN AMRO (Channel Islands) Limited, our February 2018 agreement with Deutsche Bank to refer Deutsche Bank's clients from their banking and custody business in the Cayman and Channel Islands to us, and our March 2018 acquisition of Deutsche Bank’s GTS business, excluding its US operations. Our long-term growth strategy includes identifying and effecting selective acquisitions in our core geographies, but we cannot be sure that we will be able to continue to identify suitable acquisition candidates or investment opportunities. Even if we identify suitable targets, there can be no assurance that we will be able to obtain the necessary funding on acceptable terms, if at all, to finance any of those potential acquisitions or investments.
We may also be required to obtain regulatory approval (including from the BMA) prior to any potential acquisition or investment depending on the transaction and the laws and regulations of the target’s country of incorporation (for example, from the Guernsey Financial Services Commission in respect of the acquisition of ABN AMRO (Channel Islands) Limited). Regulators consider a number of factors when determining whether to approve a proposed transaction, and we may have difficulty obtaining the necessary regulatory approvals, government permits or licenses required for such acquisitions. We may fail to pursue, evaluate or complete strategic and competitively significant business opportunities as a result of our inability, or our perceived inability, to obtain any required regulatory approvals in a timely manner or at all.
Even where we are able to complete an acquisition or an investment, we cannot be sure that such acquired entity, business or asset or such investment will perform in line with our assumptions or expectations or otherwise complement our business or strategy due to a variety of factors, including lower revenues than expected, unforeseen operating difficulties and expenditures. customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) and risks associated with the disruption of management’s attention from ongoing business operations due to acquisition and integration activities.
In addition, integrating an acquired company, business or technology possesses significant risks including, among other things:
the incorporation of new technologies into our existing business infrastructure;
the maintenance of standards, controls, procedures and policies throughout the organization (including effective internal controls over financial reporting and disclosure controls and procedures);
the consolidation of our corporate or administrative functions;
the coordination of our sales and marketing functions to incorporate the new business or technology;
the potential for liabilities and claims arising out of the acquired businesses;
the integration of corporate cultures;
the maintenance of morale, retention and integration of key employees to support the new business or technology and management of our expansion in capacity; and
compliance with the regulatory regimes of newly entered jurisdictions.
In addition, a significant portion of the purchase price of companies that we may acquire may be allocated to goodwill and other intangible assets. Intangible assets are tested for impairment annually or when there is a triggering event requiring such testing; an intangible asset that is subject to amortization is periodically reviewed for impairment. Goodwill is tested for impairment on an annual basis. As at December 31, 2019, we had $24.8 million and $71.7 million of goodwill and intangible assets respectively. In the future, if our acquisitions do not yield expected returns or there are changes in discount rates, we may be required to take additional charges to our earnings based on the impairment assessment process, which could harm our business, financial condition, results of operations and prospects.
We rely on our reputation and the appeal of our brand to our customers. Any damage to our reputation and appeal could harm us and our business prospects.
The success of our strategy relies significantly on our reputation and the reputation of our senior management and the Board. In addition, our customers and key introducers must continue to associate our brand with meeting customer needs and delivering value to those customers. Adverse publicity (whether or not justified) relating to activities by our management, employees, agents or others with whom we do business, such as customer service mishaps or noncompliance with laws, could tarnish our reputation and reduce the value of our brand. With the increase in the use of social media outlets such as Facebook, YouTube, Instagram and Twitter, adverse publicity can be disseminated quickly and broadly, making it increasingly difficult for us to effectively respond. This unfavorable publicity could also require us to allocate significant resources to rebuild our reputation.
As a bank operating in Bermuda, the Cayman Islands, the Channel Islands and other international financial centers, we are subject to increasing scrutiny with respect to potential or alleged legal and regulatory breaches and unethical behavior and associated reputational risks, including with respect to the general perception and reputation of financial institutions in those jurisdictions, which may in turn be affected by factors including the EU list of non-cooperative jurisdictions for tax purposes (for example, the inclusion of the Cayman Islands on the list in February 2020), and policies on controversial industries such as gaming and cryptocurrencies, among others. See "Our business may be negatively impacted by the economic substance legislation and regulations in the jurisdictions in which we operate, including Bermuda, the Cayman Islands, and the Channel Islands." Any circumstance that causes real or perceived damage to our brand or reputation, or banking or wealth management generally in these jurisdictions, may negatively affect our relationships with our customers and key introducers, which would have an adverse effect on our business, financial condition or results of operations.
Potential reputational issues include, but are not limited to:
breaching or facing allegations of having breached legal and regulatory requirements (including, but not limited to, conduct requirements, money laundering, anti-terrorism financing requirements, laws against assisting in tax evasion, cybersecurity and data protection laws, bribery and corruption);
legacy issues we inherit from the businesses we acquire through a merger or acquisition;
acting or facing allegations of having acted unethically (including having adopted inappropriate sales and trading practices);

failing or facing allegations of having failed to maintain appropriate standards of customer privacy, customer service and record-keeping;
failing to appropriately address potential conflicts of interest;
experiencing technology failures that impact customer services and accounts;
failing to properly identify legal, reputational, credit, liquidity and market risks inherent in products offered; and
changing the terms of our product offerings and pricing that may result in outcomes for customers that are unfair or perceived to be unfair.
A failure to address the above or any other relevant issues appropriately could make customers unwilling to do business with us, which could have an adverse effect on our business, financial condition or results of operations and could damage our relationships with our employees and regulators.
A decline in the residential real estate market, including in Bermuda, the Cayman Islands, the Channel Islands and the United Kingdom, could increase the risk of loans being impaired and could have an adverse effect on our business, financial condition or results of operations.
We are exposed to the risk that our borrowers may not repay their loans according to their contractual terms and that the collateral securing the payment of these loans may be insufficient. As at December 31, 2019, approximately 53.4% of our Bermuda loan portfolio, net of allowance for credit losses, was composed of residential mortgages in Bermuda and approximately 68.3% of our loan portfolio, net of allowance for credit losses, in our remaining jurisdictions was comprised of residential mortgages. A decline in the real estate market, in particular in Bermuda, the Cayman Islands, the Channel Islands and the UK (including as a result of Brexit), would mean that the collateral for our loans would hold less value. As a result, our ability to recover on defaulted loans by selling the underlying real estate would be diminished, and we would be more likely to suffer losses on the defaulted loans. Declines in the real estate market, including as a result of lower infrastructure spending in the markets in which we operate, could also adversely affect demand for new loans, further decreasing the interest revenue generated by our loan portfolio. In addition, if our estimate for our allowance for credit losses proves to be inadequate, we will have to increase the allowance accordingly and may have future charge-offs. This may lead to impairment charges on loans and other assets, higher costs and higher incurred loan-loss provisions.
The risk of loan impairment may be compounded by the fact that there is limited economic and statistical data regarding the Bermuda, the Cayman Islands and the Channel Islands real estate markets.Although reliable and comprehensive economic and statistical data is available for certain real estate markets, such as the Case-Schiller Home Price Index in the United States, there is no comparable statistical data or mechanism to value the overall real estate market in all our markets.This lack of information makes it difficult to assess the market value of real estate in these markets, and requires us to rely on observations of the valuation of our own real estate originations in order to assess whether the value of mortgaged real estate has declined. See "- The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property may not accurately describe the net value of the collateral that we can realize." Any of the above factors could have an adverse effect on our business, financial condition or results of operations.
The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property may not accurately describe the net value of the collateral that we can realize.
In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques to establish the value of our OREO and to determine certain loan impairments. If any of these valuations is inaccurate, our consolidated financial statements may not reflect the correct value of our OREO, and our allowance for credit losses may not reflect accurate loan impairments. This could have an adverse effect on our business, financial condition or results of operations.
The value of the securities in our investment portfolio may decline in the future.
As at December 31, 2019, we owned $4.4 billion of investment securities consisting primarily of securities issued by the US government and US governmental agencies. In 2019, our investment portfolio had an average yield of 2.89%.
The fair value of our investment securities may be adversely affected by market conditions, including changes in interest rates, and the occurrence of any events adversely affecting the issuer of particular securities in our investment portfolio. We perform periodic reviews to determine if an other-than-temporary impairment ("OTTI") has occurred. Our Group Asset and Liability Committee reviews the results of impairment analysis and advises whether an OTTI exists. The process for determining whether an impairment is other-than-temporary usually requires complex, subjective judgments about the future financial performance of the issuer of the relevant security in order to assess the probability of receiving all contractual principal and interest payments on the security.
We did not record any OTTI losses on investments in the years ended December 31, 2019, 2018 and 2017. However, in prior periods we have experienced higher OTTI on investments, in particular as a result of investments in structured securities. See "- If we are unable to effectively manage our liquidity we may need to seek additional financing and our business, financial condition or results of operations could be adversely affected."
We may be required to recognize OTTI in future periods, which could have an adverse effect on our business, financial condition or results of operations.
Volatility levels and fluctuations in foreign currency exchange rates may affect our business, financial position and results of operations.
We are exposed to foreign currency risk as a result of our holdings of foreign currency denominated assets and liabilities, investment in foreign subsidiaries, and future foreign currency denominated revenue and expense. Fluctuations in exchange rates may raise the potential for losses resulting from foreign currency trading positions, where aggregate obligations to purchase and sell a foreign currency do not offset each other or offset each other in different time periods. In addition, Brexit and the recent UK elections have introduced volatility for the Pound Sterling, which may continue in the future. Such volatility may adversely affect our operations that employ the Pound Sterling as the functional currency and materially affect our results of operations. US political events and policy have also caused significant volatility for the US dollar, which may continue in the future. Such volatility may have negative impacts on our business, financial position and results of operations.
We also provide foreign exchange services to our clients, including trading on behalf of clients in all major currencies and providing hedging solutions to manage foreign exchange risk. Foreign currency volatility influences the level of client activity. Changes in client activity may result in reduced foreign exchange trading income.
In addition, the Bermuda Dollar and the Cayman Islands Dollar are pegged to the US Dollar at exchange rates of 1 Bermuda Dollar to 1 US Dollar and 1 Cayman Islands Dollar to 1.20 US Dollar respectively. However, we cannot make assurances that these pegs will be maintained. In the event that the Bermuda Dollar or Cayman Islands Dollar is de-pegged or the current ratios are changed, including as a result of changes in laws, regulations or policies in these jurisdictions, the value of our common shares could be adversely affected. Moreover, our US Dollar deposits are used to fund mortgages in Bermuda Dollars and Cayman Islands Dollars. As the Bermuda Dollar and the Cayman Islands Dollar are pegged to the US Dollar, we do not engage in hedging activities to counteract this currency risk. If the Bermuda Dollar or Cayman Islands Dollar

ceased to be pegged to the US Dollar at the current ratios, however, we could be exposed to significant currency risks.
Fluctuations in interest rates and inflation may negatively impact our net interest margin and our profitability.
Net interest income is a significant component of our revenues and changes in prevailing interest rates may adversely affect our business, including the level of net interest income we earn, and for our banking business, the levels of deposits and the demand for loans. The low interest rate environment following the global financial crisis has led to changes in savings rates and continues to shift the interest of savers away from low-rate retail bank deposits.
If interest rates increase, our net interest income would narrow if our cost of funding increased without a correlative increase in the interest we earn from loans and investments. Because we rely extensively on deposits to fund our operations, our cost of funding would increase if there is an increase in the interest rate we are required to pay our customers to retain their deposits. This could occur, for instance, if we are faced with competitive or regulatory pressures to increase rates on deposits.In addition, our cost of funding would increase if the interest rates we are required to pay for other sources of funding increase. Moreover, increases in interest rates may decrease customer demand for loans as the higher cost of obtaining credit may deter customers from seeking new loans. Further, higher interest rates might also lead to an increased number of delinquent loans and defaults, which would affect the value of our loans.
Changes in interest rates may negatively affect the value of our assets and our ability to realize gains or avoid losses from the sale of those assets, all of which also ultimately affect earnings and capital, as well as our regulatory solvency position. A sustained increase in the inflation rate in our key markets may also have an adverse effect on our business, financial condition or results of operations. For example, a sustained increase in the inflation rate may result in an increase in nominal market interest rates. A failure to accurately anticipate higher inflation and factor it into our product-pricing assumptions may result in mispricing of our products, which could adversely affect our business, financial position or results of operations. On the other hand, recent concerns regarding negative interest rates and the low level of interest rates generally may negatively impact our net interest income, which may have an adverse impact on our profitability.
Our loan and investment portfolios are subject to risk of prepayment, which could have a material adverse effect on us.
Our fixed rate loan and investment portfolios are subject to prepayment risk, which results from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a low interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and could have a material adverse effect on us. We would also be required to recognize net premiums or commissions as income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income. Prepayment risk also has a significant adverse impact on credit card and collateralized mortgage loans, since prepayments could shorten the weighted average life of these assets, which may result in a mismatch in our funding obligations and reinvestment at lower yields. Prepayment risk is inherent to our commercial activity and an increase in prepayments could have a material adverse effect on us.
If we are unable to effectively manage our liquidity we may need to seek additional financing and our business, financial condition or results of operations could be adversely affected.
We need liquidity to pay our operating expenses, interest on our debt and dividends on our common shares, and to replace certain maturing liabilities. Without sufficient liquidity, we will be forced to curtail our operations and our business will suffer.
Our main source of funding is customer deposits. As at December 31, 2019, we had $12.4 billion in customer deposits (54% USD deposits, 15% USD-pegged deposits), with 35% of our deposits derived from our Bermuda segment and 28% of our deposits derived from the Cayman Islands segment, and 37% derived from the Channel Islands. In addition, we source our funding from net income generated by the Bank, net of dividends paid, and to a lesser extent from other sources including the sale of securities to institutional counterparties under repurchase agreements and the sale of equity securities and AFS securities. Our deposit base includes both demand and term liabilities, but the significant majority of such deposits are demand deposits or are due within six months. Because we rely primarily on short-term deposits for funding, a sudden or unexpected shortage of funds in the banking systems in which we operate may prevent us from obtaining necessary funding without incurring higher costs. Our deposit base includes deposits from commercial and institutional clients which may be more sensitive to financial strength rating changes. A significant withdrawal of deposits in either of these markets could significantly affect our liquidity and our ability to meet our funding needs.
In addition, as a bank with subsidiaries located in various jurisdictions, the Bank’s access to inter-company funds can be restricted because our regulated banking subsidiaries are required to maintain certain liquidity ratios or minimum levels of capital in accordance with the laws of the jurisdictions in which they operate or otherwise. The necessity of maintaining these ratios or levels of capital or other liquidity considerations could restrict the ability of these subsidiaries to transfer funds to us, in the form of cash dividends, loans or advances.
In the event that our current resources do not satisfy our needs, we may need to seek additional financing. The availability of additional financing will depend on a variety of factors, such as market conditions, the general availability of credit, the volume of trading activities, the overall availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects, including as a result of economic uncertainty or any downgrade in sovereign credit ratings in key markets in which we operate.
We could be negatively affected if the soundness of other financial institutions and counterparties deteriorates or if such counterparties, including clearing houses, are unwilling to do business with us, in particular in respect of US Dollar transactions.
Given the high level of interdependence between financial institutions, we are and will continue to be subject to the risk of actual or perceived deterioration in the commercial and financial soundness of other financial services institutions. Within the financial services industry, the default by any one institution could lead to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems, losses or defaults by other institutions, because the commercial and financial soundness of many financial institutions may be closely related as a result of their credit, trading, clearing or other relationships. Even the perceived lack of creditworthiness of, or questions about, a financial institution may lead to market-wide liquidity problems and losses or defaults by us or by other institutions. This risk is sometimes referred to as "systemic risk" or "contagion" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses and banks with whom we interact on a daily basis. In particular, Bank of New York Mellon ("BNYM")BNYM and Wells Fargo Bank, N.A. ("Wells Fargo") act as clearing houses for all our US Dollar transactions. If BNYM's or Wells Fargo's ability to act as our clearing houses becomes impaired or BNYM or Wells Fargo cease to act as our clearing houses for any other reason and other financial institutions are not willing to provide the services currently provided to us by BNYM and Wells Fargo, we could lose our ability to engage in US Dollar transactions, which could lead to severe disruptions in our operations and adversely impact our business, financial condition or results of operations.
Our operationsChanges in banks’ inter-bank lending rate reporting practices or the method pursuant to which London Interbank Offered Rate ("LIBOR") is determined may adversely affect our business and results of operations.
LIBOR and other indices which are reliantdeemed “benchmarks” are the subject of recent national, international, and other regulatory guidance and proposals for reform. Some of these reforms are already effective while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or have other consequences which cannot be predicted. In particular, on effective implementationJuly 27, 2017, the UK Financial Conduct Authority (“FCA”) announced that it intends to stop persuading or

compelling banks to submit LIBOR rates after 2021 (the “2017 Announcement”). The 2017 Announcement indicated that the continuation of LIBOR on the current basis cannot and usewill not be guaranteed after 2021. This was confirmed in a 2019 Announcement from the FCA which required firms to transition to alternative rates before 2021. In September 2018, a joint Dear CEO letter was sent from the FCA and the Prudential Regulation Authority to major banks and insurers supervised in the UK, asking for the preparations and actions they are taking to manage the transition from LIBOR to alternative interest rate benchmarks. The FCA and Bank of technologyEngland are working with market participants to support the transition away from LIBOR in sterling markets through the Working Group on Sterling Risk-Free Reference Rates (“RFR Working Group”). In April 2017, the RFR Working Group recommended a reformed version of the Sterling Overnight Index Average, known as the “SONIA benchmark.” The SONIA benchmark has been proposed as a robust alternative to LIBOR and require usis based on overnight interest rates in wholesale markets. The Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, has also proposed replacing USD-LIBOR with a new index calculated by short-term repurchase agreements - the Secured Overnight Financing Rate ("SOFR"). It is not possible to adaptpredict whether the SONIA benchmark, SOFR or any other reference rate, will become an accepted alternative to new technologies, andLIBOR or the effect of such an alternative on the value of LIBOR-linked financial instruments.
LIBOR is used as a breach, interruptionreference or failurebase rate in a portion of our technology servicesloan portfolio, our investment portfolio and our subordinated debt outstanding. Any of the above changes or any other consequential changes to LIBOR or any alternative rate or benchmark as a result of any international, national, or other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the inability to effectively integrate new technologiestiming and manner of implementation of such changes, could have ana material adverse effect on the value of the investment portfolio, or impact the interest earned on loans and interest payable on our subordinated debt.
As a result of the transition away from LIBOR, we are reviewing our loan agreements and our investments to understand the events that trigger a LIBOR substitution event and how a LIBOR substitution will be implemented on a case-by-case basis. In certain instances, legacy instruments do not address these matters in clear and workable ways, and we are working with counterparties to address these on a case-by-case basis to determine the most effective transition.
Any alternative reference or base rate may result in interest payments that are lower than or that do not otherwise correlate over time with the payments that would have been made on the elements of our balance sheet if the LIBOR rate was available in its current form.
More generally, any of the above changes or any other consequential changes to LIBOR as a result of international, national or other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the timing and manner of implementation of such changes, could have a material adverse effect on our business financial condition orand results of operations.
We rely heavilyoperations, including pricing volatility, loss of market share in certain products, adverse tax or accounting impacts, compliance, legal and operational costs and risks associated with client disclosures, as well as systems disruption, model disruption and other business continuity issues. In addition, uncertainty relating to LIBOR could result in increased capital requirements for the Bank given potential low transaction volumes, a lack of liquidity or limited observability for exposures linked to LIBOR or any emerging successor rates and operational incidents associated with changes in and the discontinuance of LIBOR. Any of the above changes or any other consequential changes to LIBOR may also adversely affect the yield on communicationsloans or securities held by us, amounts paid on securities we have issued, amounts received and information systems to conduct business inpaid on derivative instruments we have entered into, the banking industry. In particular, we rely on technology to provide key componentsvalue of such loans, securities or derivative instruments, the trading market for securities, the terms of new loans being made using different or modified reference rates, or the availability or cost of our information system infrastructure, including loan, deposit and general ledger processing, risk management information collection and processing for internal control purposes, Internet connections and network access. Any disruption in service of these key components, due to a natural catastrophe, or the termination of any third-party software licenses upon which any of these systems is based, could adversely affect our ability to effectively deliver products and services to clients, to detect, assess and manage risk and otherwise to conduct operations. See "— We rely on third parties to provide services that are integral to our ordinary course operations, and their failure to perform in a satisfactory manner could negatively affect us". Furthermore, any security breach, due to computer viruses, programming or human errors or other events or developments, of information systems or data, whether managed by us or third parties, could interrupt our business, harm our reputation or cause a decrease in the number of clients using our services. The financial services industry is continually undergoing rapid technological change with frequent introductions of new, technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. We have continually invested in upgrades to our core banking systems in our two largest markets (Bermuda and the Cayman Islands), made upgrades in Guernsey and the UK, and introduced mobile banking in Bermuda and the Cayman Islands. However, we face the risk of having to establish and maintain further improved technological capabilities,floating-rate funding and our future success depends,exposure to fluctuations in part, on an ability to recognize and implement new technologies to address our operational and internal control needs and to meet the demands of our clients. See "— Cyber-attacks, distributed denial of service attacks and other cyber-security matters, if successful, could have an adverse effect on our business, financial condition or results of operations".
Many of our competitors have substantially greater resources to invest in technological improvements than we do. We may not be able to effectively implement new, technology-driven products and services or be successful in marketing these products and services to our customers. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. Failure to successfully keep pace with technological change affecting the financial services industry and avoid interruptions, errors and delays could have an adverse effect on our business, financial condition or results of operations.interest rates.
We face competition in all aspects of our business, and may not be able to attract and retain wealth management, trust and banking clients at current levels.
We compete both domestically and internationally, with a broad range of financial institutions. Many of our competitors are larger and have broader ranges of product and service offerings, increased access to capital, greater efficiency and pricing power. We face competition from other domestic and foreign lending institutions and from numerous other providers of financial services, including the following:

Non-banking financial institutions.  The ability of these institutions to offer services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks, they can often operate with greater flexibility and lower cost structures; and
Competitors that have greater financial resources.  Some of our larger competitors, including certain international banks that have a significant presence in our market area, may have greater capital and resources, higher lending limits and may offer products, services and technology that we do not. We cannot predict the reaction of our customers and other third parties with respect to our financial or commercial strength relative to our competition, including our larger competitors.
Non-banking financial institutions. The ability of these institutions to offer services previously limited to commercial banks has intensified competition. Because non-banking financial institutions are not subject to the same regulatory restrictions as banks, they can often operate with greater flexibility and lower cost structures; and
Competitors that have greater financial resources. Some of our larger competitors, including certain international banks that have a significant presence in our market area, may have greater capital and resources and higher lending limits and may offer products, services and technology that we do not. We cannot predict the reaction of our customers and other third parties with respect to our financial or commercial strength relative to our competition, including our larger competitors.
In our banking business, we face competition mainly from other local banks, such as Bermuda Commercial Bank and Clarien Bank in Bermuda and from Cayman National Corporation in the Cayman Islands, as well as from subsidiaries of international banks, being RBC in the Cayman Islands and HSBC in Bermuda, whom we view as our most significant competitors. In our wealth management business line, we face competition from local competitors as well as much larger financial institutions including financial institutions that are not based in the markets in which we operate. Revenues from the trust and wealth management business depend in large part on the level of assets under management,AUM, and larger international banks may have higher levels of assets under management.AUM.
In our trust business, line, we face competition primarily from other specialized trust service providers. There are approximately 500 trust companies in the main international financial centers, and many of our competitors in this sector offer fund administration and corporate services work alongside private client fiduciary services.
Our ability to successfully attract and retain trust, wealth management and banking clients is dependent upon our ability to compete with competitors' investment products, retail products and services, level of investment performance, client services and marketing and distribution capabilities. If we are not successful, our business, financial condition or results of operations may be adversely affected.
We may expand our business through acquisitions of, or investments in, other companies or new products and services, but we may not be able to achieve regulatory approval for such transactions or be able to achieve the anticipated cost savings, growth opportunities and other benefits anticipated from such transactions.
We completed two acquisitions in 2014: the acquisition of the Legis trust business in Guernsey and the acquisition of parts of HSBC Cayman in the Cayman Islands. Additionally, in April 2016, we completed the acquisition of Bermuda Trust Company Limited, and the investment management operations of HSBC Bank Bermuda Limited, as well as transactions in connection with a referral agreement with HSBC Bank Bermuda Limited for HSBC Bank Bermuda Limited to refer its existing private banking clients to us. Our long-term growth strategy includes identifying and effecting selective acquisitions in our core geographies, but we cannot be sure that we will be able to identify suitable acquisition candidates or investment opportunities. Even if we identify suitable targets, we cannot be sure that we will be able to obtain the necessary funding on acceptable terms, if at all, to finance any of those potential acquisitions or investments.
We may also be required to obtain the BMA’s approval prior to any potential acquisition or investment and, depending on the transaction, may require other regulatory approval. Regulators consider a number of factors when determining whether to approve a proposed transaction, and we may have difficulty obtaining the necessary regulatory approvals, government permits or licenses required for such acquisitions. We may fail to pursue, evaluate or complete strategic and competitively significant business opportunities as a result of our inability, or our perceived inability, to obtain any required regulatory approvals in a timely manner or at all.
Even where we are able to complete an acquisition or an investment, we cannot be sure that such acquired entity, business or asset or such investment will perform in line with our assumptions or expectations or otherwise complement our business or strategy.
Furthermore, future acquisitions could divert management's time and focus from operating the existing business, and there are no guarantees that our strategic growth initiatives will yield the expected returns. In addition, integrating an acquired company, business or technology is risky and could result in unforeseen operating difficulties and expenditures including, among other things:
the incorporation of new technologies into our existing business infrastructure;
the maintenance of standards, controls, procedures and policies throughout the organization (including effective internal controls over financial reporting and disclosure controls and procedures);
the consolidation of our corporate or administrative functions;
the coordination of our sales and marketing functions to incorporate the new business or technology;
the potential for liabilities and claims arising out of the acquired businesses;
the maintenance of morale, retention and integration of key employees to support the new business or technology and management of our expansion in capacity; and
compliance with the regulatory schemes of newly entered jurisdictions.
In addition, a significant portion of the purchase price of companies that we may acquire may be allocated to goodwill and other intangible assets. Intangible assets are tested for impairment annually or when there is a triggering event requiring such testing; an intangible asset that is subject to amortization is periodically reviewed for impairment. Goodwill is tested for impairment on an annual basis. As of December 31, 2016, we had $61.9 million of goodwill and intangible assets. In the future, if our acquisitions do not yield expected returns or there are changes in discount rates, we may be required to take additional charges to our earnings based on the impairment assessment process, which could harm our business, financial condition, results of operations and prospects.
We rely on our reputation and the appeal of our brand to our customers. Any damage to our reputation and appeal could harm us and our business prospects.
The success of our strategy relies significantly on our reputation and the reputation of our senior management, and on our customers and key introducers associating our brand with meeting customer needs and delivering value to those customers.
As a bank operating offshore, including in Bermuda and the Cayman Islands, we are subject to increasing scrutiny with respect to potential or alleged legal and regulatory breaches and unethical behavior and associated reputational risks. Any circumstance that causes real or perceived damage to our brand or reputation, or offshore banking or wealth management generally, may negatively affect our relationships with our customers and key introducers, which would have an adverse effect on our business, financial conditions or results of operations.
Potential reputational issues include, but are not limited to:
breaching or facing allegations of having breached legal and regulatory requirements (including, but not limited to, conduct requirements, money laundering, anti-terrorism financing requirements, laws against assisting in tax evasion and data protection laws);
acting or facing allegations of having acted unethically (including having adopted inappropriate sales and trading practices);

failing or facing allegations of having failed to maintain appropriate standards of customer privacy, customer service and record-keeping;
failing to appropriately address potential conflicts of interest;
experiencing technology failures that impact customer services and accounts;
failing to properly identify legal, reputational, credit, liquidity and market risks inherent in products offered; and
changing the terms of our product offerings and pricing that may result in outcomes for customers that are unfair or perceived to be unfair.
A failure to address the above or any other relevant issues appropriately could make customers unwilling to do business with us, which could have an adverse effect on our business, financial condition or results of operations and could damage our relationships with our employees and regulators.
The appraisals and other valuation techniques we use in evaluating and monitoring loans secured by real property may not accurately describe the net value of the collateral that we can realize.
In considering whether to make a loan secured by real property, we generally require an appraisal of the property. However, an appraisal is only an estimate of the value of the property at the time the appraisal is made, and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, we may not be able to realize the full amount of any remaining indebtedness when we foreclose on and sell the relevant property. In addition, we rely on appraisals and other valuation techniques to establish the value of our other-real-estate-owned portfolio ("OREO") and to determine certain loan impairments. If any of these valuations is inaccurate, our consolidated financial statements may not reflect the correct value of our OREO, and our allowance for credit losses may not reflect accurate loan impairments. This could have an adverse effect on our business, financial condition or results of operations.
The Bank's credit ratings have a direct effect on its competitive position, and declines in the Bank's ratings would increase the cost of borrowing funds and make our ability to raise new funds, attract and retain deposits or renew maturing debt more difficult, which may negatively affect long-term and short-term funding.
The Bank's financialcredit strength ratings are an important component of its liquidity profile and competitive position. On an ongoing basis, nationallyRatings show each agency's view of our financial strength, operating performance and ability to meet debt obligations as they become due. Nationally recognized statistical rating organizations ("NRSROs") periodically review the financial performance and condition of banks and may downgrade or change the outlook on a bank's ratings due to, for example: a change in a bank's regulatory capital ratios; a change in an NRSRO's determination of the amount of capital cushion required to maintain a particular rating; an increase in the perceived risk of a bank's investment portfolio; reduced confidence in management; or other considerations that may or may not be under our control. The Bank has credit ratings from Standard & Poor's ("S&P"), Moody's Investor Service ("Moody's") and Fitch RatingsKroll Bond Rating Agency ("Fitch"KBRA"). Each of the rating agencies reviews its ratings and rating methodologies on a recurring basis and may decide on a downgrade at any time. The Bank's ratings as ofat December 31, 20162019 are shown in the table below:

 Ratings
 FitchKBRA Moody's S&P
Long-term issuerBBBA+ A3 BBBBBB+
Short-term issuerF2K1 P-2 A-2
Subordinated debtBB+ Baa1A3  
Long-term counterparty risk assessment  A3A2  
Short-term counterparty risk assessment  P-2P-1  
A downgrade in our credit ratings could adversely affect clients' perception of us and our ability to compete successfully in the marketplace for deposits (or result in the withdrawal of deposits). A downgrade in our short-term debt ratings will affect our short-term funding capabilities. The Bank does not currently access debt markets on an active basis and has only limited historical subordinated debt which is not expected to be affected by rating changes. As a result, the impact of a one-notch downgrade in credit ratings is currently not likely to have a direct impact on funding programs, activities, borrowing capacity or borrowing costs. In addition, there has been no measurable correlation or effect on deposit levels during previous downgrades and, as a result, historically, no material impacts on the Bank's operations or results.
Negative changes in the Bank's long-term deposit ratings would also likely increase the cost of raising long-term funding in the capital markets or of borrowing funds. Even where we can access the capital markets, negative changes in our ratings could affect our share price and make any equity offerings more difficult and dilutive to current shareholders, further driving down the Bank's share price. Our ability to replace maturing or existing debt may be more difficult and expensive. In addition, our lenders and counterparties in derivative transactions are sensitive to the risk of a ratings downgrade.
On June 7, 2016, Moody's downgraded our then-existing government-backed preferred stock rating from A1 (hyb) to A2 (hyb), and our long-term and short-term counterparty risk rating from A2 to A3 and Prime-1 to Prime-2, respectively. Moody's stated that However, we may issue additional debt securities in the downgrade of our government-backed preferred stock rating was the result of the downgrade of the government bond rating of the Government of Bermuda, the guarantor of our preferred shares. Our counterparty risk assessments were also downgraded as a result of the Government of Bermuda's weaker creditworthiness. While to datefuture which may increase the impact of these downgrades has not materially affected our ability to meet future cash or debt needs, the exact effect of these downgrades on our funding capabilitiesa one notch downgrade in the future cannot be determined with certainty, as downgrades in other ratings, as described above, could materially impact our funding ability and costs.credit ratings.
Management cannot predict what actions rating agencies may take, or what actions we may take in response to the actions of rating agencies that could adversely affect our business. As with other companies in the financial services industry, our ratings could be downgraded at any time and without any notice by any NRSRO, which could adversely affect our business, financial conditions or results of operations.
We could fail to attract, retain or motivate highly skilled and qualified personnel, including our senior management, other key employees or members of the Board, which could adversely affect our business.
Our ability to implement our strategic plan and our future success depends on our ability to continue to attract, retain and motivate highly skilled and qualified personnel, including our senior management and other key employees and directors, competitively with our peers. The marketplace for skilled personnel is becoming more competitive, which means the cost of hiring, incentivizing and retaining skilled personnel may continue to increase. The failure to attract or retain, including as a result of an untimely death or illness of key personnel, or replace a sufficient number of appropriately skilled and key personnel could place us at a significant competitive disadvantage and prevent us from successfully implementing our strategy whichor effectively managing our risk framework and business operations. This could impair our ability to implement our strategic plan successfully, achieve our performance targets and otherwise have an adverse effect on our business, financial condition or results of operations.

We may also be unable to attract and retain staff due to our locations. Many of our employees are employed in Bermuda, the Cayman Islands, and the CaymanChannel Islands, which are small markets. To the extent we have needs for employees in these locations, this may be an impediment to attracting and retaining experienced personnel. Further, immigration laws in small markets may impose limitations on attracting experienced personnel.
In addition, governmental scrutiny with respect to matters relating to compensation and other business practices in the financial services industry has increased dramatically in the past several years and has resulted in more aggressive and intense regulatory supervision in certain markets in which we operate. Future legislation or regulation or government views on compensation may result in us altering compensation practices in ways that could adversely affect our ability to attract and retain talented employees.
We rely on third parties to provide services that are integral to our ordinary course operations, and their failure to perform in a satisfactory manner could negatively affect us.
We rely on third parties to provide services that are integral to our ordinary course operations, including providers of information technology, administrative or investment advisory services. For example, we have a contract with Alumina pursuant to which it provides investment advisory services to us and a contract with Hewlett PackardDXC Technologies ("HP"DXC") to supply technology infrastructure and application development management, information security and technical support for our locations in Bermuda and the Cayman Islands. We rely on Alumina to provide investment advisory services in respect of our US treasury and agency portfolio and to provide investment advice. Poor performance on the part of providers of investment advisory services could adversely affect our financial performance. A material breach of customer data, including by HP,DXC, may negatively impact our business reputation and cause a loss of customer business; result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers; result in regulatory fines and sanctions; and/or may result in litigation. We rely on our outsourced service providers to implement and maintain prudent cyber security controls. We have procedures in place to assess a vendor's cyber security controls prior to establishing a contractual relationship and to periodically review assessments of those control systems; however, these procedures are not infallible and a vendor's system can be breached despite the procedures we employ. In addition, outsourcing is subject to regulatory controls in certain jurisdictions in which we operate and we may not always be able to obtain approval to outsourcing on terms available or sought by us, which could adversely affect our ability to enter into outsourcing arrangements.
In addition, BNYM and Wells Fargo act as clearing houses for all our US Dollar transactions and, if our relationships with BNYM and Wells Fargo are terminated, we could lose our ability to engage in US Dollar transactions. For more information see "—" - We could be negatively affected if the soundness of other financial institutions and counterparties deteriorates or if such counterparties, including clearing houses, are unwilling to do business with us, in particular in respect of US Dollar transactions."
Information provided to us about clients and counterparties may not be accurate or complete.
In deciding whether to extend credit or enter into other transactions with clients and counterparties, we rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Such information could turn out to be inaccurate, including as a result of fraud or misrepresentation on behalf of our clients, counterparties or other third parties, which would increase our credit risk and expose us to possible write-downs and losses.
We cannot be certain that our underwriting and operational controls will prevent or detect such fraud or that we will not experience fraud losses or incur costs or other losses related to such fraud. Our clients and counterparties may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of our services.

During the periods reported in this annual report, we have not experienced any material losses, or had to write down collateral, as a result of fraud or misrepresentation, but we cannot be certain that the Bank will not experience any such losses or have to write down any such collateral in the future, which could have a material adverse impact on our results of operation and financial condition.
Our business is subject to risks related to litigation and regulatory actions.
We are, from time to time, involved in various legal proceedings arising from our normal business activities. These claims and legal actions, including supervisory actions by our regulators or proceedings or investigations brought by other regulators, could involve large monetary claims and significant defense costs. The outcome of these cases is uncertain. Substantial legal liability or significant regulatory action against us could have material financial effects or cause significant reputational harm to us, which in turn could seriously harm our business, financial condition, results of operations and prospects. We may be exposed to substantial uninsured liabilities, which could materially affect our results of operations and financial condition.
As previously publicly announced, in November 2013, the USAO applied for and secured the issuance of so-called John Doe Summonses to six US financial institutions with which the Bank had correspondent bank relationships. The purpose of these summonses was to identify US persons who may have been using our banking, trust, or other services to evade their own tax obligations in the United States. Although the Bank has been cooperating with the US authorities in their ongoing investigation, we are unable at this point to predict the timing or outcome of the investigation and it is possible that the ultimate resolution of this matter may be material to our financial results. Although we are unable to determine the precise amount of financial consequences, fines and/or penalties resulting from this tax compliance review, we have recorded as at December 31, 2019, a provision of $5.5 million (December 31, 2018: $5.5 million). As the investigation remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to the Bank could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the provision.
We may be alleged to have infringed upon intellectual property rights owned by others or may be unable to protect our own intellectual property.
Competitors or other third parties may allege that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse, or be unable, to uphold its contractual obligations.
Moreover, we rely on a variety of measures to protect our intellectual property and proprietary information, including copyrights, trademarks, and controls on access and distribution. These measures may not prevent misappropriation or infringement of our intellectual property or proprietary information and a resulting loss of competitive advantage. In any event, we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive and could cause a diversion of resources and may not be successful.
Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs could increase in the future.
Our insurance policies do not cover all types of potential losses and liabilities and are subject to limits and excesses. There can be no assurance that our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are ultimately responsible, which could result in losses being incurred by the Bank. Additionally, we cannot guarantee that we will be able to renew our current insurance policies on favorable terms, or at all.
Risks Relating to Risk Oversight and Internal Controls
Our operations are reliant on effective implementation and use of technology and require us to adapt to new technologies, and a breach, interruption or failure of our technology services or the inability to effectively integrate new technologies could have an adverse effect on our business, financial condition or results of operations.
We rely heavily on communications and information systems to conduct business. In particular, we rely on technology to provide key components of our information system infrastructure, including loan, deposit and general ledger processing, risk management information collection and processing for internal control purposes, internet connections and network access. Any disruption in service of these key components, due to a natural catastrophe, or the termination of any third-party software licenses upon which any of these systems is based, could adversely affect our ability to effectively deliver products and services to clients, to detect, assess and manage risk and otherwise to conduct operations. See "- We rely on third parties to provide services that are integral to our ordinary operations, and their failure to perform in a satisfactory manner could negatively affect us.” Furthermore, any security breach, due to computer viruses, programming, malfeasance or human errors or other events or developments, of information systems or data, whether managed by us or third parties, could interrupt our business, harm our reputation or cause a decrease in the number of clients using our services. The financial services industry is continually undergoing rapid technological change with frequent introductions of new, and technology-driven products and services. The effective use of technology increases efficiency, enables financial institutions to better serve customers, and to reduce costs. We have continually invested in upgrades to our core banking systems in our largest markets, including Bermuda, the Cayman Islands, the Channel Islands and the UK, and have introduced mobile banking in Bermuda, the Cayman Islands, and the Channel Islands. However, we face the risk of having to establish and maintain further improved technological capabilities, and our future success depends, in part, on our ability to recognize and implement new technologies to address our operational and internal control needs and to meet the demands of our clients. See "- Cyber-attacks, distributed denial of service attacks and other cyber-security matters, if successful, could have an adverse effect on our business, financial condition or results of operations.”
The widespread adoption of new technologies, including cryptocurrencies and payment systems, could require substantial expenditures to modify or adapt our existing products and services as we continue to grow our internet and mobile banking capabilities. The persistence or acceleration of this shift in demand towards internet and mobile banking may necessitate changes to our retail distribution strategy, which may include restructuring our branches and work force. These actions could lead to losses on these assets and may lead to increased expenditures to reform our retail distribution channel.
Many of our competitors have substantially greater resources to invest in technological improvements than we do. We may not be able to effectively implement new, technology-driven products and services or be successful in marketing these products and services to our customers. In addition, the implementation of technological changes and upgrades to maintain current systems and integrate new ones may also cause service interruptions, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. Failure to successfully keep pace with technological change affecting the financial services industry and avoid interruptions, errors and delays could have an adverse effect on our business, financial condition, results of operations, or our competitive position.
Cyber-attacks, distributed denial of service attacks and other cyber-security matters, if successful, could have an adverse effect on our business, financial condition or results of operations.
We are under continuous threat of loss due to cyber-attacks, especially as we continue to expand customer capabilities to utilize the internet and other remote channels to transact business. Third parties with whom we or our customers do business also present operational and information security risks to us, including security

breaches or failures of their own systems. Two of the most significant cyber-attack risks that we face are e-fraud and loss of sensitive customer data. Loss from e-fraud occurs when cyber-criminals extract funds directly from customers' or our accounts using fraudulent schemes that may include internet-based funds transfers. Such attacks are infrequent, but could present significant reputational, legal and regulatory costs to us if successful.
We also face risks related to cyber-attacks and other security breaches in connection with credit card transactions that typically involve the transmission of sensitive information regarding our customers through various third parties, including merchant acquiring banks, payment processors, payment card networks (e.g., Visa or Mastercard), our processors, and BNYM and Wells Fargo as clearing banks. Some of these parties have in the past been the target of security breaches and cyber-attacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them.them, including from remediation costs, increased future protection costs, reputational harm, loss of customers and potential regulatory inquiries and/or civil litigation. We also rely on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them.
Recently,Often there has been a series ofare distributed denial of service attacks on financial services companies. Distributed denial of service attacks are designed to saturate the targeted online network with excessive amounts of network traffic, resulting in slow response times, or in some cases, causing the site to be temporarily unavailable. Generally, these attacks are conducted to interrupt or suspend a company's access to internet service. The attacks can adversely affect the performance of a company's website and in some instances prevent customers from accessing a company's website. Potential cyber threats that include hacking and other attempts to breach information technology security controls are rapidly evolving and we may not be able to anticipate or prevent all such attacks. In the event thatAs these threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our layers of defense or to investigate and remediate any information security vulnerabilities. We may also be required to incur significant costs in connection with any regulatory investigation or civil litigation resulting from a cyber-attack is successful, our business, financial condition or results of operations may be adversely affected.information security breach that impacts us.
In addition, in April 2016, the Society for Worldwide Interbank Financial Telecommunication ("SWIFT") announced that one of its member banks was a target of a cyber-attack in February 2016. In May 2016,During 2017 and 2018, there were several instances of cyber-attacks involving access to the SWIFT announced that a second bank was the target of a cyber-attack in May 2016. platform.The SWIFT platform is used by more than 10,000 financial institutions around the world, including us, to effect fund transfers. A cyber-attack on the SWIFT network can result in theft of funds and other adverse consequences, and our business, financial condition or results of operations may be adversely affected in the event that such a cyber-attack is successful.
Severe weather, natural disasters and other external events could disrupt our businesses and adversely affect our financial condition or results of operations.
Our business is concentrated primarily in Bermudaoperational risk management and the Cayman Islandscontrol systems and is therefore subjectprocesses are designed to help ensure that the risks associated with severe tropical storms, hurricanesour activities, including those arising from cyber-attacks, breaches of information security and tornadoes, including downed telephone lines, flooded facilities, power outages, fuel shortages, damaged or destroyed propertyfailure of security and equipment,physical protection, are appropriately controlled. However, these systems and work interruptions. Such

severe weather conditionsprocesses have inherent limitations, and natural disasters may negatively impact us and our clients and their ability to meet their financial obligations to us, including the repayment of loans. Such events may also result in an impairment of the value of property or other collateral used to secure the loansit is possible that we extend.
In addition, we cannot predict whether we will continue tomay not be able to obtain insurance for hazard-related damagesanticipate, detect or recognize threats to our premisessystems or if obtainabledata or that our preventative measures will not be effective to prevent an attack or a security breach. We also have insurance coverage that may, subject to policy terms and carried, whether this insurance willconditions, cover certain losses associated with cyber-attacks or information security breaches, but it may be adequateinsufficient to cover our losses. Moreover, we expectall losses from any such attack or breach. A successful cyber-attack could result in reputational harm, loss of customers, regulatory fines, civil litigation, remediation costs, increased insurance premiums and/or additional cybersecurity protection costs, any of this nature to be subject to substantial deductibleswhich could materially and to provide for premium adjustments based on claims, and we do not carry insurance against all types of losses. For all these reasons, any future hazard-related costs and work interruptions could have an adverse effect on our business, financial condition or results of operations.
In addition, we are exposed to risks arising out of geopolitical events, such as trade barriers, exchange controls and other measures taken by sovereign governments, including by the US, that can hinder economic or financial activity levels. Furthermore, unfavorable political, military or diplomatic events, armed conflict, pandemics and terrorist acts and threats, and the responses to them by governments, could also negativelyadversely affect economic activity and have an adverse effect upon our business, financial condition or results of operations.
Our controls and procedures may fail or be circumvented, which could have an adverse impact on our business, financial condition or results of operations.
We face the risk that the design of our controls and procedures that govern operations, financial reporting and compliance across jurisdictions, including those to mitigate the risk of human error, fraud or fraudbreach of fiduciary duties relating to our trust services by employees or outsiders, or to monitor financial reporting, may be inadequate, circumvented or exposed to variations in compliance at the local level, thereby causing inaccuracies in data and information or delays in the detection of errors. At present, we do not have a uniform core banking platform in place across the jurisdictions in which we operate and, therefore, we need to use manual processes to compile certain financial information from certain subsidiaries. Moreover, in the past, our information technology capabilities in Bermuda and other jurisdictions have experienced difficulties with certain identified weaknesses, including internal control deficiencies in our facilities and operations (including wire transfer and foreign exchange and interest rate calculation functions).To address these weaknessesthis, we resorted to usingused manual processing, data spreadsheets or a combination thereof. Use of such manual procedures and data spreadsheets presents financial reporting and operational risks and increases the importance of staff compliance with internal operating and security procedures. In addition, we may incur operational losses due to non-compliance by our staff with internal operating and control procedures and arising from human error. Any failure or circumvention of our controls and procedures or failure to comply with any current or future regulations related to controls and procedures could have an adverse effect on our business, financial condition or results of operations.
Our risk management framework, systems and process, and related guidelines and policies, may prove inadequate to manage our risks, and any failure to properly assess or manage such risks could harm us.
Our approach to risk management requires senior management to make complex judgments, including decisions (based on assumptions about economic factors) about the level and types of risk that we are willing to accept in order to achieve our business objectives. These also include the maximum level of risks we can assume before breaching constraints determined by regulatory capital and liquidity needs and our regulatory and legal obligations including, among others, from a conduct and prudential perspective. Given these complexities, and the dynamic environment in which we operate, the decisions made by senior management may not be appropriate or yield the results expected. In addition, senior management may be unable to recognize emerging risks for us quickly enough to take appropriate action in a timely manner.
We depend on the accuracy and completeness of information about clients and counterparties.
In deciding whether to extend credit or enter into other transactions with clients and counterparties, we rely on information furnished by or on behalf of clients and counterparties, including financial statements and other financial information. We also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Such information could turn out to be inaccurate, including as a result of fraud or misrepresentation on behalf of our clients, counterparties or other third parties, which would increase our credit risk and expose us to possible write-downs and losses.
We cannot be certain that our underwriting and operational controls will prevent or detect such fraud or that we will not experience fraud losses or incur costs or other losses related to such fraud. Our clients and counterparties may also experience fraud in their businesses which could adversely affect their ability to repay their loans or make use of our services.
During the periods reported in this annual report, we have not experienced any material losses, or had to write down collateral, as a result of fraud or misrepresentation, but we cannot be certain that the Bank will not experience any such losses or have to write down any such collateral in the future.
Volatility levels and fluctuations in foreign currency exchange rates may affect our business, financial position and results of operations.
We are exposed to foreign currency risk as a result of our holdings of foreign currency denominated assets and liabilities, investment in foreign subsidiaries, and future foreign currency denominated revenue and expense. Fluctuations in exchange rates may raise the potential for losses resulting from foreign-currency trading positions, where aggregate obligations to purchase and sell a foreign currency do not offset each other or offset each other in different time periods. In addition, the recent Brexit vote has introduced volatility for the Pound Sterling which may continue in the future. Such volatility may adversely affect our operations that employ the Pound Sterling as the functional currency and materially affect our results of operations. In addition, the outcome of the US presidential election has caused significant volatility for the US dollar, which may continue in the future. Such volatility may have negative impacts on our business, financial position and results of operations.
We also provide foreign exchange services to our clients, including trading on behalf of clients in all major currencies and providing hedging solutions to manage foreign exchange risk. Foreign currency volatility influences the level of client activity. Changes in client activity may result in reduced foreign exchange trading income.
In addition, as a result of an order issued under the Bermuda Monetary Authority Act 1969, since 1981, one Bermuda Dollar is equivalent to one US Dollar. However, we cannot make assurances that this parity will continue. In the event that the Government of Bermuda, pursuant to the Bermuda Monetary Authority Act 1969, issues an order that materially affects the Bermuda Dollar Parity Order 1981, the value of our common shares could be adversely affected. Moreover, our US Dollar deposits are used to fund mortgages in Bermuda Dollars. As the Bermuda Dollar is pegged to the US Dollar at a one-to-one ratio, we do not engage in hedging activities to counteract this currency risk. If the Bermuda Dollar ceased to be pegged to the US Dollar at this ratio, however, we could be exposed to significant currency risks.
Changes in accounting policies and practices, as may be adopted by applicable regulatory agencies or other authoritative bodies, could materially impact our financial statements.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, applicable regulatory agencies and other authoritative bodies change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.

We are subject to certain litigation, and our expenses related to this litigation could have an adverse effect on our business, financial condition or results of operations.
We are, from time to time, involved in various legal proceedings arising from our normal business activities. These claims and legal actions, including supervisory actions by our regulators, could involve large monetary claims and significant defense costs. The outcome of these cases is uncertain. Substantial legal liability or significant regulatory action against us could have material financial effects or cause significant reputational harm to us, which in turn could seriously harm our business, financial condition, results of operations and prospects. We may be exposed to substantial uninsured liabilities, which could materially affect our results of operations and financial condition.
As previously publicly announced, in November 2013, the USAO applied for and secured the issuance of so-called John Doe Summonses to six US financial institutions with which the Bank had correspondent bank relationships. The purpose of these Summonses was to identify US persons who may have been using our banking, trust, or other services to evade their own tax obligations in the United States. Although the Bank has been cooperating with the US authorities in their ongoing investigation, we are unable at this point to predict the timing or outcome of the investigation and it is possible that the ultimate resolution of this matter may be material to our financial results. Although we are unable to determine the amount of financial consequences, fines and/or penalties resulting from this tax compliance review, we have recorded as of December 31, 2016, a provision of $5.5 million (December 31, 2015: $4.8 million). As the investigation remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to the Bank could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the provision.

Regulatory and Tax-Related Risks

We operate in a complex and changing regulatory environment and our legal and regulatory changes or our failure to comply with laws and regulations could have a negative impact on our business, financial condition or results of operations.

Our business is subject to ongoing changes in laws, regulations, policies, voluntary codes of practice and interpretations in the markets in which we operate. We currently face an increasingly extensive and complex stricter set of laws, regulations and standards as a result of the concerns enveloping the global financial sector. We are exposed to potential changes in governmental or regulatory policies, price controls, capital controls, exchange controls, other restrictive actions, unfavorable political and diplomatic developments and changes in legislation.

Some areas of potential regulatory change involve multiple jurisdictions seeking to adopt a coordinated approach. This may result in conflicts with specific requirements of the jurisdictions in which we operate and, in addition, such changes may be inconsistently introduced across jurisdictions.

See "- Our international business model exposes us to various and possibly conflicting regulatory regimes across multiple jurisdictions."
Changes may also occur in the oversight approach of regulators. It is possible that governments in jurisdictions in which we operate or obtain funding might revise their application of existing regulatory policies that apply to, or impact, the Bank's business, including for reasons relating to national interest and/or systemic stability. The powers exercisable by our regulators may also be expanded in the future.

Regulatory changes and the timing of their introduction continue to evolve and we manage our businesses in the context of regulatory uncertainty. The nature and impact of future changes are not predictable and are beyond our control. Regulatory compliance and the management of regulatory change are an important part of our

planning processes. We expect that we will be required to continue to invest significantly in compliance and the management and implementation of regulatory change and, at the same time, significant management attention and resources will be required to update existing, or implement new, processes to comply with new regulations.

Changes and restrictions imposed by our principalprimary lead regulator, the BMA, and other regulators may also impact our operations by requiring us to have increased levels of liquidity, and higher levels of, and better quality, capital and funding, as well as placeplacing restrictions on the businesses we conduct (including limiting our ability to provide products and services to certain customers), requirerequiring us to amend our corporate structure or requirerequiring us to alter our product or service offerings. If a regulatory change has any such effect, it could adversely affect one or more of our businesses, restrict our flexibility, require us to incur substantial costs and impact the profitability of one or more of our business lines. Any such costs or restrictions could adversely affect our business, prospects, financial performance or financial condition.

Effective as of January 1, 2015, the BMA adopted capital and liquidity regulatory requirements consistent with Basel III, a framework released by the Basel Committee on Banking Supervision. The finalization of the implementation is subject to ongoing consultation with the BMA regarding the implementation and interpretation of these new rules. Because the Basel III framework is relatively new and the BMA retains certain limited discretions, we cannot guarantee that we will be able to fully comply with any changingall regulatory requirements. We also cannot predict what effect Bermuda's adoption of Basel III will have on our operations in other jurisdictions, some of which have not yet adopted Basel III and still operate under the Basel II framework. Furthermore, because Basel III can require capital to be held sometimes far in excess of capital required under Basel II, if other jurisdictions in which we operate move to a Basel III framework, we may not be able to meet our total capital adequacy requirements in those jurisdictions, which may lead us to move more capital into a given jurisdiction. Further, as our capital requirements remain under continuous review by the BMA, we cannot guarantee that the BMA will not seek a higher total capital ratio requirement at any time. Finally, we may be subject to heightened regulatory oversight by the BMA or other regulatory bodies in the future. For more information, see "Supervision and Regulation - Bermuda - Supervision and Monitoring by the BMA".

BMA.”
Our failure or inability to fully comply fully with the stricter set of laws and regulations could lead to fines, public reprimands, reputational damage, to reputation, civil liability, enforced suspension of operations or, in extreme cases, withdrawal of authorization to operate, which could adversely affectingaffect our business, financial condition or results of operations. We could also be required to incur significant expenses to comply with new or revised regulations. Future developments or changes in laws, regulations, policies, voluntary codes of practice and their effects are expected to require greater capital resources and significant management attention, and may require us to modify our business strategies and plans.
The costs of complying with, or our failure to comply with, US and foreign laws related to privacy, data security and data protection, such as the EU General Data Protection Regulation, could adversely affect our financial condition, operating results and reputation.
Regulatory authorities have increased their focus on how companies collect, process, use, store, share and transmit personal data. New privacy security laws and regulations, including the UK's Data Protection Act 2018, the Data Protection (Jersey) Law 2018, the Data Protection (Bailiwick of Guernsey) Law, 2017, The Cayman Islands Data Protection Law 2017 (which became effective on September 30, 2019), Bermuda’s Personal Information Protection Act 2016, and the EU General Data Protection Regulation 2016, pose increasingly complex and rigorous compliance challenges, which may increase our compliance costs. Any failure to comply with data privacy laws and regulations could result in significant penalties, fines, legal challenges and reputational harm. See "Supervision and Regulation".
Changes in accounting policies and practices may be adopted by applicable regulatory agencies or other authoritative bodies, which could materially impact our financial statements.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, applicable regulatory agencies and other authoritative bodies change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.
Failure to comply with any applicable anti-corruption legislation could result in fines, criminal penalties and an adverse effect on our business, financial condition or results of operations.
We must comply with all applicable laws and regulations, which include anti-corruption, anti-money laundering, international financial sanctions and anti-terrorist financing laws and regulations. Recently, there has been a substantial increase in the global enforcement of these laws and regulations, in particular in respect of the financial services industry. The measures and procedures we have in place may not be entirely effective in preventing third parties from using us (and our correspondent banks) as a conduit for money laundering (including illegal cash operations), terrorist financing or terrorist financingother financial crimes without our (and our correspondent banks') knowledge or consent. Although, as of the date of this report, we have not been subject to any fines or penalties, and we believe we have not suffered any material business or reputational harm, as a result of violations of anti-money laundering and countering terrorism laws and regulations, there can be no assurances that we will not be subject to such fines, penalties or losses or harm in the future. If we were to be associated with money laundering (including illegal cash operations) or terrorist financing, our reputation could be harmed and we could become subject to fines, sanctions or legal enforcement (including being added to any "blacklists" that would prohibit certain parties, potentially including US Dollar clearing banks, from engaging in transactions with us), which could have an adverse effect on our business, financial condition or results of operations.
Our international business model exposes us to differentvarious and possibly conflicting regulatory schemesregimes across multiple jurisdictions.
Our international business model exposes us to different regulatory schemes across multiple jurisdictions. Although our central management and a large part of our business are located in Bermuda, our operations are spread throughout sixten international jurisdictions. In addition to the logistical and communications challenges this creates, the financial services industry is heavily regulated in many jurisdictions, and each line of the business is exposed to different, constantly evolving and possibly conflicting regulatory schemes. Our management has enacted internal controls and procedures that are designed to result in compliance with these regulatory schemes, which are periodically reviewed and updated, but in the future we might have difficulty meeting and remaining in compliance with existing or new regulatory requirements imposed by a particular jurisdiction, particularly in light of the increasing regulatory scrutiny of financial institutions and their subsidiaries. Our current internal controls for one jurisdiction may not sufficiently comply with the demands of increased oversight in another jurisdiction.
To the extent we are unable to comply with the regulatory scheme of a particular jurisdiction, we might not be able to operate in that jurisdiction, or we may incur fines or penalties for compliance failures or incur costs in order to remediate compliance failures, any or all of which could adversely affect our business, financial condition or results of operations.

ChangesThe Financial Action Task Force (“FATF”) may identify any of the jurisdictions in US tax laws could cause the insurance and reinsurance industry to relocate from Bermuda,which we operate as a jurisdiction which has systemic Anti-Money Laundering and/or Anti-Terrorist Financial deficiencies, which could have an adverse effect on our business, financial conditionbusiness.
The FATF is an international body that identifies jurisdictions with weak measures to combat money laundering and results of operations.
For several years now, some membersterrorist financing in public documents published three times a year. FATF and its regional bodies work with such jurisdictions governments and regulatory bodies and report on progress made in addressing identified deficiencies. Such reviews are at a country level, rather than an entity-specific level. Thus, while the Bank can have in place globally accepted standards to fight money laundering and terrorist financing, the existing regulations in any of the US Congressjurisdictions in which we operate may not meet FATF requirements. In March 2019, the Caribbean FATF concluded that the Cayman Islands had major shortcomings on operational effectiveness and placed the Cayman Islands under a 12-month observation period. Failure to comply with FATF standards by any jurisdictions in which we operate could adversely affect our reputation, our ability to obtain financing from the international markets and attract foreign investments.

Our business may be negatively impacted by the economic substance legislation and regulations in the jurisdictions in which we operate, including Bermuda, the Cayman Islands, and the Channel Islands.
In 2018, all major offshore jurisdictions enacted legislation in response to new requirements imposed by the EU’s Economic and Financial Affairs Council (“ECOFIN”) regarding the need for entities registered in offshore jurisdictions to demonstrate economic substance. Compliance with these requirements is necessary to avoid a jurisdiction being placed on the EU’s list of non-cooperative jurisdictions for tax purposes. Many of the jurisdictions in which we operate, including Bermuda, the Cayman Islands, The Bahamas, Guernsey and Jersey have expressed concern about US corporationsenacted legislation that movewill require entities registered, incorporated or continued under certain legislation in the respective jurisdictions engaged in “relevant activities” (which includes engaging in banking or financing activities) to satisfy economic substance requirements by maintaining a substantial economic presence in the respective jurisdiction. For example, in December 2018, Bermuda passed The Economic Substance Act 2018, the Cayman Islands passed International Tax Co-operation (Economic Substance) Law, Guernsey passed the Income Tax (Substance Requirements) (Implementation) Regulations, 2018 and Jersey passed the Taxation (Companies - Economic Substance) (Jersey) Law 2019. Any entity that must satisfy economic substance requirements but fails to do so could face financial penalties, a restriction of its business activities or being struck-off as a registered entity in the relevant jurisdiction.
In February 2020, the Cayman Islands were placed on the EU’s list of non-cooperative jurisdictions for tax purposes. ECOFIN concluded that the Cayman Islands did not have appropriate measures in place relating to collective investment vehicles. Bermuda was similarly placed on the EU’s list of non-cooperative tax jurisdictions in March 2019, but removed from this list in May 2019 and added, along with The Bahamas, to the EU's list of cooperative tax jurisdictions in February 2020. EU Finance Ministers signaled their placeapproval of incorporationthe economic substance regulations by placing Jersey and Guernsey on the EU's list of cooperative tax jurisdictions in March 2019, and the Organisation for Economic Co-operation and Development has endorsed Jersey and Guernsey’s domestic legal framework as being in line with the relevant standard. As the EU continues to low-taxmonitor compliance by the jurisdictions in which we operate, further economic substance requirements imposed by these jurisdictions or a future addition of these jurisdictions to the EU's list of non-cooperative tax jurisdictions could have a material adverse effect on us.
There is significant uncertainty with respect to the impact of these new economic substance requirements, and any past or future addition to the EU's list of non-cooperative tax jurisdictions on the economies of the jurisdictions in which we operate that have enacted economic substance legislation. In particular, our existing customers may be out of scope of economic substance requirements, may already be compliant with the economic substance requirements, or may be required to restructure their business and operations to comply with economic substance requirements, which may include exiting jurisdictions and terminating their banking relationship with us. The new economic substance requirements and any addition of a jurisdiction to the competitive advantage that foreign-controlled insurers and reinsurersEU's list of non-cooperative tax jurisdictions may have over US-controlled insurers. Recently, various discussion drafts, outlines and legislative proposals that would reform US corporate income tax laws have been proposed by members oflead to a decline in AUM, a reduction in our client base and/or a general economic downturn in the US Congress as well as members of President Trump’s administration, including proposals that would significantly impact how US multinational businesses are taxed on international earnings. We cannot determine whether somejurisdictions in which we operate, any or all of these or other proposals will be enacted into law, or what, if any, changes may be made to such proposals prior to being enacted into law. However, the recent legislative proposals have included changes that, if implemented, could make the US more attractive to insurers and reinsurers, and provide significant incentives for insurance and reinsurance companies to relocate to the US from Bermuda. Since the reinsurance industry is a key contributor to the Bermuda economy, a downturn in this sector could result in job losses and harm the economy in Bermuda. As many of our commercial customers are insurance and reinsurance providers, any downturn in the reinsurance market or movement of this industry away from Bermudawhich could adversely affect our business, financial condition andor results of operations. See
We are also "— Risks Relatingrequired to Financial Conditions, Market Environment and General Economic Trends — Unlike geographically more diversified banks,evidence our business is concentrated primarilycompliance (and the compliance of each of our subsidiaries located in Bermuda, and the Cayman Islands, The Bahamas and wethe Channel Islands) with applicable economic substance requirements. Ensuring and reporting on our compliance with new economic substance requirements may be more affected by a downturn in these markets than more diversified competitors".
The OECD's reviewrequire us to devote additional resources or divert resources from other aspects of harmful tax competitionour business, and/or restructure certain of our operations, all of which may lead to greater expense and could adversely affect our business, financial condition or results of operations.
Our business in Bermuda may be negatively impacted by the proposed Bermuda Tax Reform legislation.
On October 29, 2018, the Bermuda Tax Reform Commission (the “Tax Commission”) released a report on Bermuda’s system of taxation. In particular, the Tax Commission focused on reforms that would increase the Bermuda Government’s tax status outsiderevenue from 17% of gross domestic product, or GDP, to 20% of GDP, an increase representing approximately $147 million of additional taxes. A number of the additional taxes identified by the Tax Commission would both directly and indirectly impact our business and operations in our largest market, Bermuda.
The Organization for Economic Co-operation and Development (the "OECD") has published reports and launched In particular, the Tax Commission proposed both a global dialogue among member and non-member countries on measures to limit harmfulgeneral services tax competition. These measures are largely directed at counteracting the effects of low or zero tax jurisdictions and preferential tax regimes in countries around the world. According to the OECD, Bermuda is a jurisdiction that has substantially implemented the internationally agreed tax standard and, as such is listed on the OECD "white list." However, we are not ablevalue of services provided in Bermuda and a “managed services” withholding tax, both of which could potentially result in increased costs to predict whetherour business and operations in Bermuda, and lead to decreased demand for our banking services in Bermuda. In addition, the Tax Commission recommended a tax on rental income from residential properties; the imposition of such rental income tax could materially affect the ability of our residential mortgage customers to service their loans, which may lead to a reduction in our interest income and an increase in loan impairment charges. While none of the Tax Commission’s proposals have been legislated as yet, if such proposals or similar reforms were enacted, any changes will be made to this classificationone of or whether any such changes will subject us to additional taxes.combination of the foregoing could adversely affect our business, financial condition or results of operations.
We are required to obtain approval from our regulators before engaging in certain activities.

The laws, regulations, policies, voluntary codes of practice and interpretations applicable to us govern a variety of matters, including the permissibleacquisitions and other activities that we may engage in. As our principalprimary lead regulator, the BMA requires that we obtain its prior consent, letter of no objection and/or approval before engaging in certain activities, including paying dividends on our common shares, entering into material acquisitions or issuing or repurchasing our common shares, and there can be no assurance that any regulatory approvals we may require will be obtained, either in a timely manner or at all. See "- Our strategy includes expansion of our business through acquisitions of, or investments in, other companies or new products and services, but we may not be able to achieve regulatory approval for such transactions or be able to achieve the anticipated cost savings, growth opportunities and other benefits anticipated from such transactions." Our regulators have the ability to compel us to, or restrict us from, taking certain actions entirely, such as actions that our regulators deem to constitute an unsafe or unsound banking practice.

Any restrictions on our business placed by a regulator could have a negative impact on our ability to execute on our growth strategy. See “"- Laws in certain jurisdictions in which we operate and our bye-laws could adversely affect the rights of our shareholders or prevent or delay a change in control.”
Our ability to pay dividends to non-residents of Bermuda and the transfer of our common shares to non-residents of Bermuda could be impaired by Bermuda regulations.

The present policyA large number of our shareholders are resident outside of Bermuda, and our common shares are listed on the BSX and the NYSE. Bermuda regulations impacting non-Bermuda holders of our common shares are set by the Bermuda’s Controller of Foreign Exchange is:whose current policy:
to permitpermits the conversion of Bermuda Dollars for payment of dividends in foreign currency to shareholders who are non-residents of Bermuda for exchange control purposes, provided that all payments are processed through an authorized dealer, including, for this purpose, us; and
to permitpermits the free transferability of equity securities of a Bermuda company for so long as such equity securities of such company are listed on an ‘‘appointed stock exchange’’ appointed by the Minister of Finance under section 2(9) of the Companies Act 1981.

However, if the Controller of Foreign Exchange were to change the foregoing policies, our ability to pay dividends in US Dollars to non-residents of Bermuda for exchange control purposes could be impaired andimpaired. Furthermore each transfer of our common shares to or from non-residents of Bermuda for exchange control purposes could require specific approval by the Controller of Foreign Exchange,Exchange. This could impact the liquidity of the market for our common shares, and the value of the common shares could be adversely affected.

If we are considered to be a passive foreign investment company, such characterization could result in adverse US federal income tax consequences to shareholders that are US investors.
Special adverse US federal income tax rules apply if a US shareholder holds shares of a company that is treated as a passive foreign investment company ("PFIC"), for any taxable year during which the US shareholder held such shares. A foreign corporation will be considered a PFIC for any taxable year in which (1) 75% or more of its gross income is passive income, (the "income test"), or (2) 50% or more of the average fair market value of its assets is attributable to assets that produce or are held for the production of passive income (the "asset test"). Passive income for this purpose generally includes dividends, interest, royalties, rents, annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% (by value) of the stock of another corporation, the foreign corporation is treated, for purposes of the PFIC tests, as owning a proportionate share of the other corporation's assets and receiving its proportionate share of the other corporation's income.
Banks generally derive a substantial part of their income from assets that are interest-bearing or that otherwise could be considered passive under the PFIC rules. The US Internal Revenue Service (the "IRS"), has issued a notice, and has proposed regulations, that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank.
Based upon the proportion of our income derived from activities that are "bona fide" banking activities for US federal income tax purposes, we believe that we were not a PFIC for the taxable year ending December 31, 2016 (the2019(the latest period for which the determination can be made) and, based further on our present regulatory status under local laws, the present nature of our activities, and the present composition of our assets and sources of income, we do not expect to be a PFIC for the current year or for any future years. However, because PFIC status is a factual determination and because there are uncertainties in the application of the relevant rules, there can be no assurances that we will not be a PFIC for any particular year. If we were a PFIC in any taxable year during which a US shareholder owns our common shares and the US shareholder does not make a "mark-to-market" election, as discussed under the heading "Certain Taxation Considerations - Material US Federal Income Tax Consequences - US shareholders - Passive Foreign Investment Company Considerations," or a special "purging election," we generally would continue to be treated as a PFIC with respect to such US shareholders in all succeeding years, regardless of whether we continue to meet the income or asset test discussed above. US shareholders are urged to consult their own tax advisers with respect to the tax consequences to them if we were to become a PFIC for any taxable year in which they own our common shares.
US withholding tax and information reporting requirements imposed under the Foreign Account Tax Compliance Act may apply.
As discussed below under the heading "Certain Taxation Considerations - Material US Federal Income Tax Consequences - Foreign Account Tax Compliance Act Withholding," pursuant to the Foreign Account Tax Compliance Act ("FATCA") enacted in 2010, a 30% withholding tax will be imposed on certain payments to certain non-US financial institutions that fail to comply with certain information-reporting, account identification, withholding, certification and other FATCA-related requirements in respect of their direct and indirect US shareholders and/or US accountholders. To avoid becoming subject to FATCA withholding, we and other financial institutions may be required to report

information to the IRS regarding the holders of our common shares and to withhold on a portion of payments under our common shares to certain holders that fail to comply with the relevant information reporting requirements (or that hold our common shares directly or indirectly through certain non-compliant intermediaries). SuchHowever, under proposed Treasury regulations, such withholding wouldwill not apply to payments made with respectbefore the date that is two years after the date on which final regulations defining the term “foreign passthru payment” are enacted. The rules for the implementation of this legislation have not yet been fully finalized, so it is impossible to determine at this time what impact, if any, this legislation will have on holders of the common shares before January 1, 2019.shares.
Many countries, including Bermuda, have entered into agreements with the United States ("intergovernmental agreements" or "IGAs") to facilitate the implementation of FATCA. These IGAs modify the FATCA withholding regime described above. In December 2013, Bermuda entered into a Model 2 IGA with the United States (the "Bermuda IGA") pursuant to which Bermudian financial institutions are directed by the Bermudian authorities to register with the IRS and to enter into an agreement (an "FFI Agreement") with the IRS to perform specified due diligence, reporting and withholding functions.
We have registered with the IRS and have entered into an FFI Agreement as required by the Bermuda IGA. However, because the rules for the implementation of FATCA, including IGAs, have not yet been fully finalized, it remains uncertain at this time what impact, if any, this legislation will have on holders of the common shares.
Fulfilling public company financial reporting and other regulatory obligations in the United States is expensive, time-consuming and may strain our resources.
As a public company registered in the United States, we are subject to the reporting requirements of the Exchange Act, and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and the related rules and regulations of the SEC, as well as the rules of the NYSE. The Exchange Act requires us to file, among other things, annual reports with respect to our business and financial condition. These additional efforts may strain our resources and divert management's attention from other business concerns, which could have an adverse effect on our business, financial condition or results of operations.
The uncertainty resulting from the recent vote by the UK electorate in favor of a UK exit from the EU, as well as the new US presidential administration's policies, could adversely impact our business, financial condition and results of operations.
The UK’s June 2016 vote to leave the EU (“Brexit”) and the new US presidential administration's present and future policies may generate greater uncertainty and instability in the global financial markets, which could lead to weaker macroeconomic conditions that continue for the foreseeable future. Such economic weakness and uncertainty may adversely affect our business, financial condition and results of operations.
Brexit could impair our ability to transact business in EU countries, as well as the territories and dependencies of the UK. We expect that Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the UK determines which EU laws to replicate or replace. If the UK were to significantly alter its regulations affecting the banking industry, we could face significant new costs, particularly as it relates to our banking operations in certain UK territories and dependencies, namely Bermuda, the Cayman Islands and Guernsey. It may also be time-consuming and expensive for us to alter our internal operations in order to comply with new regulations. The long-term financial and legal effects of Brexit will depend in part on any agreements the UK makes to retain access to EU markets following the UK's withdrawal from the EU. Although the timetable for UK withdrawal is not at all clear at this stage, it is likely that the process of the withdrawal of the UK from the EU will take at least two years to be negotiated and concluded.

The new US presidential administration's present and future policies could also lead to increased regulatory uncertainty for our industry and for us. It is unknown at this time to what extent new legislation will be passed into law or pending or new regulatory proposals will be adopted, or the effect that such passage or adoption would have, either positively or negatively, on our industry or on us. If any new legislation and/or regulations are implemented, it may be time-consuming and expensive for us to alter our internal operations in order to comply with such legislation and/or regulations.

Risks Relating to the Common Shares
The value of the common shares may fluctuate significantly.
The value of our common shares may fluctuate significantly as a result of a large number of factors, including, in part, changes in our actual or forecasted operating results and the inability to fulfill the profit expectations of securities analysts, as well as the high volatility in the securities markets generally, and more particularly in shares of financial institutions. The current market price of our common shares may not be indicative of future market prices.
Other factors, beside our financial results, that may impact the price of our common shares include, but are not limited to:
market expectations of the performance and capital adequacy of financial institutions in general;
investor perception of the success and impact of our strategies;
investor perception of our positions and risks;risks, including risks associated with economic uncertainty in key markets in which we operate;
a downgrade or review of our credit ratings;
potential litigation or regulatory action involving us;
announcements concerning financial problems or any investigations into the accounting practices of other financial institutions; and
general market circumstances.
The market price of the common shares could also be negatively affected by sales of substantial amounts of our common shares in the public markets, including following the expiration of the lock-up restrictions applicable to certain of our shareholders, the members of the Board and senior management, or the perception that these sales could occur.
Holders of our common shares may not receive dividends.

The dividend policy described under "Dividend Policy" should not be construed as a dividend forecast. Our results of operations and financial condition are dependent on our performance. There can be no assurance that we will declare and pay dividends in the future. Any decision to declare and pay dividends in the future will be subject to the prior approval of the BMA and be made at the discretion of the Board. Such dividends shall be declared and paid by the Board only as permitted under applicable law. In determining the amount of any future dividends, factors the Board may take into account include: (1) our financial results; (2) our available cash, as well as anticipated cash requirements (including debt servicing); (3) our capital requirements, including the capital requirements of our subsidiaries; (4) our capital requirements to fund potential acquisitions; (5) contractual, legal, tax and regulatory restrictions on, and implications of, the declaration and payment of dividends by us to our shareholders; (5)shareholders or share buy-back activity; (6) general economic and business conditions; (6)(7) restrictions applicable to the Bank and its subsidiaries under Bermuda and other applicable laws, regulations and policies, including the requirement to obtain a letter of no objection from the BMA's prior approvalBMA for the payment of dividends on our common shares; and (7)(8) any other factors that the Board may deem relevant. Therefore, there can be no assurance that we will declare or pay any dividends to holders of the common shares, or as to the amount of any such dividends.

Our ability to declare and pay dividends may also depend on the level of distributions, if any, received from our operating subsidiaries. Our operating subsidiaries may be precluded from declaring and paying dividends by various factors, such as their own financial condition, or restrictions applicable to us and our subsidiaries under Bermuda and other applicable laws, regulations and policies. The ability of certain of our subsidiaries to upstream funds has been increasingly restricted due to changes in the business

and regulatory environments in the jurisdictions in which those subsidiaries operate. In addition, any change in tax treatment of dividends or interest received by us may reduce the level of yield received by our shareholders.
We are an "emerging growth company," and the reduced reporting requirements applicable to emerging growth companies may make our common shares less attractive to investors.
We are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years from the date of our IPO, although we could lose that status sooner if our gross revenues exceed $1.0 billion, if we issue more than $1.0 billion in nonconvertible debt in a three-year period or if the fair valuePurchases of our common shares held by nonaffiliates exceeds $700 million asunder our new share repurchase program may have resulted in the price of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. See ‘‘Implications of Being an Emerging Growth Company and a Foreign Private Issuer”. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions, or if we choose to rely on additional exemptionsbeing higher than the price that otherwise might have existed in the future. If some investors findopen market.
On December 3, 2019, we announced that our Board of Directors approved a new $125 million share repurchase program. Pursuant to the program, the Bank is authorized to repurchase up to 3.5 million common shares of the Bank through February 28, 2021. This was executed following the completion of the previous share repurchase program of 2.5 million common shares approved by our Board of Directors on December 6, 2018 with effect from December 10, 2018 to February 28, 2020. The timing, manner, price and amount of any repurchases will be determined by the Company, in its discretion, based upon the evaluation of economic and market conditions, stock price, available cash, applicable legal and regulatory requirements and other factors, and which may include purchases pursuant to Rule 10b5-1 of the Exchange Act. The program does not require the Company to repurchase any specific number of shares and there can be no assurance that any shares will be repurchased under the program. The program may be suspended, extended, modified or discontinued by the Company at any time. These activities may have had the effect of maintaining the market price of our common shares less attractiveor retarding a decline in the market price of the common shares, and, as a result, there may be a less active trading market forthe price of our common shares and our sharemay have been higher than the price may be more volatile.that otherwise might have existed in the open market.
We are a "foreign private issuer" under US securities law. Therefore, we are exempt from certain requirements applicable to US domestic registrants.
Although we are subject to the periodic reporting requirements of the Exchange Act, the periodic disclosure required of foreign private issuers, including us, under the Exchange Act is different from periodic disclosure required of US domestic registrants. Therefore, there may be less publicly available information about us than is regularly published by or about US domestic registrants. We are exempt from certain other sections of the Exchange Act to which US domestic registrants are subject, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. In addition, our insiders and large shareholders are not obligated to file reports under Section 16 of the Exchange Act, andAct. See ‘‘Implications of Being a Foreign Private Issuer.”
As a foreign private issuer, we are also permitted by the NYSE to comply with Bermuda corporate governance practice in lieu of complying with certain NYSE corporate governance requirements. This means that we are not required to comply with certainNYSE requirements that:
the board of directors consists of a majority of independent directors;
independent directors meet in regularly scheduled executive sessions;
the audit committee satisfy NYSE standards for director independence;
the audit committee has a written charter addressing the committee's purpose and responsibilities;
we have a nominating and corporate governance rules imposedcommittee composed of independent directors with a written charter addressing the committee's purpose and responsibilities;
we have a compensation committee composed of independent directors with a written charter addressing the committee's purpose and responsibilities;
we establish corporate governance guidelines and a code of business conduct;
our shareholders approve any equity compensation plans; and
there be an annual performance evaluation of the nominating and corporate governance and compensation committees.
With the exception of having shareholders approve equity compensation plans, we have elected to comply with the NYSE requirements listed above, notwithstanding the exemptions available to us as a foreign private issuer. However, as ongoing compliance is not required by the NYSE, applicableour shareholders may not have the same protections afforded to US domestic registrants. See ‘‘Implicationsshareholders of Being an Emerging Growth Companycompanies that are subject to all of the NYSE corporate governance requirements.
We are a Bermuda company. Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.
We are a Bermuda-based company incorporated under the laws of Bermuda. As a result, the rights of holders of our common shares will be governed by Bermuda law, including the Companies Act, the Butterfield Act and our bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. In particular, under Bermuda law, the duties of directors and officers of a company are generally owed to the company only, and shareholders do not generally have rights to take action against directors or officers of the company. In addition, class actions and derivative actions are generally not available to shareholders under Bermuda law. The status of laws currently in place, and areas not currently governed, are subject to change. The interests of our shareholders could be adversely affected if significant regulations are added or deleted from Bermuda’s existing statutory framework. For a summary of the existing legal framework in Bermuda, see “Supervision and Regulation.”
In addition, our business is based outside of the United States, a majority of our directors and officers reside outside of the United States and a Foreign Private Issuer”.majority of our assets and some or all of the assets of such persons are located outside of the United States. As a result, it may be difficult or impossible to effect service of process on us or our directors and officers in the United States or to enforce in the United States judgments obtained in the United States courts against us or those persons based on the civil liability provisions of the United States securities laws. Furthermore, it is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.
ProvisionsThere are provisions in our bye-laws that may be used to delay or block a takeover attempt, which could discourage, delay or prevent a change in control of Bermuda lawthe Bank and could adversely impact the value of our common shares. For a detailed summary of the anti-takeover provisions in our bye-laws, see "Description of Share Capital" in our registration statement on Form F-1 filed with the SEC on February 13, 2017 with file number 333-216018.
Laws in certain jurisdictions in which we operate and our bye-laws could adversely affect the rights of our shareholders or prevent or delay a change in control.
Under the provisions of theBermuda's Banks and Deposit Companies Act 1999 ("BDCA"), the rights of our shareholders could be impaired if any such shareholder becomes a shareholder controller, which is defined as a person who, among other things, acquires control of 10% or more of the voting power of our common shares. The BDCA prohibits a person from becoming a shareholder controller of any company licensed under the BDCA unless the person provides written notice to the BMA of his intent to do so and the BMA does not object. The definition of shareholder controller is set out in the BDCA but generally refers to a person who, among other things, either alone or with any associate or associates (within the meaning of the BDCA) (i) holds 10% or more of the shares in the licensed institution or another company of which it is a subsidiary company; or (ii) is entitled to exercise, or control the exercise of 10% or more of the voting power at any general meeting of the licensed institution or another company of which it is such a subsidiary.

The BDCA distinguishes between shareholder controllers of the following threshold descriptions: "10% shareholder controllers," "20% shareholder controllers," "30% shareholder controllers," "40% shareholder controllers," "50% shareholder controllers," "60% shareholder controllers" and "principal shareholder controllers" who have a 75% or greater interest. A person who intends to become a shareholder controller, or a shareholder controller who intends to increase his shareholding/control, meaning generally, ownership of shares or the ability to exercise or control the exercise of voting rights attached to shares, beyond his present threshold, must provide written notice to the BMA that he intends to do so. It is an offense not to give this notice.
The BMA may object to a person's notice of intent to become a shareholder controller of any description or to an existing shareholder controller where it appears to the BMA that, among other things, such person is not or is no longer a fit and proper person to be such a controller of the Bank. Prior to serving a notice of objection, the BMA will serve the person seeking to become a shareholder controller or will serve an existing shareholder controller with a preliminary written notice stating that the BMA is considering service on that person of a notice of objection, stating, among other things, the reasons for the BMA's proposed objection. The statement of the BMA's reasons for their proposed objection will however, be subject to the BMA's determination that such statement would involve the disclosure of confidential information, the disclosure of which would be prejudicial to a third party. A person served with a preliminary written notice may, within a period of 28 days beginning with the day on which the notice is served, make written representations to the BMA and the BMA shall take any such representations into account in deciding whether to serve a notice of objection.
controller. If three months pass from the date of notifying the BMA of a new shareholder controller or an increased shareholding/control beyond a shareholder controller's then current threshold, without the BMA serving a notice of objection, then the person may become a shareholder controller as requested in the notice. In practice, the BMA's procedure is generally to respond to a person's shareholder controller notification.
If a person becomes a shareholder controller or increases his shareholding/control in spite of the BMA's objection thereto, if a shareholder controller fails to comply with the foregoing notice requirements or ifin connection with a shareholder controllerchange in control under the BDCA or continues as such after being given notice of objection to his or herits being a shareholder controller, the BMA may take the actions specified in the BDCA, including, among other things revoking the relevant license of the Bank under the BDCA. For more information, see the summaries of relevant provisions of the BDCA regulations under "Supervision and Regulation".Regulation” and "Description of Share Capital" in our registration statement on Form F-1 filed with the SEC on February 13, 2017 with file number 333-216018.
Further, underSimilarly, in Guernsey certain changes to the BDCA, any person who becomesownership structure of our Guernsey company (which is licensed by the Guernsey Financial Services Commission) may be considered to be a significant shareholderchange of control requiring a deposit-taking institution, which is defined asdeclaration of "no objection" from the regulator, and in Jersey a person who is not a shareholder controller but who, either individuallychange to the ownership or with any associate or associates (within the meaningcontrol of the BDCA) (i) holds 5% or more of the shares in the licensed institution or another company of which it is a subsidiary company; or (ii) is entitled to exercise, or control the exercise of 5% or more of the voting power of any general meeting of the licensed institution or another company of which it is such a subsidiary, must notify the BMA in writing of that fact within seven days. Failure to provide the BMA with prompt and appropriate notice would make the person guilty of an offense that could result in a fine.Jersey regulated entity may also require regulatory approval.

In addition to these restrictions, the provisions of our bye-laws provide that a person who is not "Bermudian" (as such term is defined in the Companies Act) who is "interested" (as such term is defined in the bye-laws) in our shares which constitute more than 40% of all shares then issued and outstanding is not entitled to vote the shares which are in excess of such 40% interest at any general meeting without the prior written approval of the Minister of Finance. See also "Supervision and Regulation".
Provisions of our bye-laws may also discourage, delay or prevent acquisition of our shares by certain persons or a merger, amalgamation, change of management or other change of control that a shareholder may consider favorable. In addition, these provisions could limit the price that investors might be willing to pay in the future for our common shares. See "— Certain provisions of our bye-laws may have an anti-takeover effect".
Certain provisions of our bye-laws may have an anti-takeover effect.
There are provisions in our bye-laws that may be used to delay or block a takeover attempt. For example, proposals for an amalgamation, merger, consolidation or sale and other such transactions would require an affirmative vote of not less than two-thirds of all voting rights attached to all issued and outstanding shares unless the proposal received the prior approval of the Board. For a detailed summary of the anti-takeover provisions in our bye-laws, see "Description of Share Capital" in our registration statement on Form F-1 filed with the SEC on February 13, 2017 with file number 333-216018. These provisions could discourage, delay or prevent a change in control of the Bank and could adversely impact the value of our common shares.Regulation.”
The issuance of additional shares in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings.
We may seek to raise capital to fund future acquisitions and other growth opportunities. We may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible securities. Any issuance of additional shares, however, is subject to prior BMA approval, and we cannot guarantee that their approval will be obtained, either in a timely manner or at all. In the event that we are able to and do issue additional shares, existing shareholders could suffer dilution in their percentage ownership.
Our common shares trade on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.
Our common shares have traded on the BSX since 1971 and began trading on the NYSE in September 2016. Trading in our common shares on these markets taketakes place in different currencies (US Dollars on the NYSE and Bermuda Dollars on the BSX), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Bermuda). The trading prices of our common shares on these two markets may differ due to these and other factors. Any decrease in the price of our common shares on the BSX could cause a decrease in the trading price of our common shares on the NYSE.NYSE, or vice versa. Investors could seek to sell or buy our common shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the shares available for trading on the other exchange.
We are a Bermuda company. It may be difficult for US shareholders to enforce judgments against us or against our directors and executive officers.
We are incorporated under the laws of Bermuda. As a result, the rights of holders of our shares will be governed by Bermuda law, including the Companies Act 1981, the Butterfield Act and our bye-laws. Our business is based outside of the United States, a majority of our directors and officers reside outside of the United States and a majority of our assets and some or all of the assets of such persons are located outside of the United States. As a result, it may be difficult or impossible to effect service of process on us or our directors and officers in the United States or to enforce in the United States judgments obtained in the United States courts against us or those persons based on the civil liability provisions of the United States securities laws. In addition, it is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.
30

Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.
We are a Bermuda-based company. As a result, the rights of holders of our common shares will be governed by Bermuda law, including the Companies Act, the Butterfield Act and our bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. In

particular, under Bermuda law, the duties of directors and officers of a company are generally owed to the company only, and shareholders do not generally have rights to take action against directors or officers of the company. In addition, class actions and derivative actions are generally not available to shareholders under Bermuda law.

Not only are the laws in Bermuda different from, and sometimes incompatible with, laws in the United States, but the processes by which they are established are also different. The status of laws currently in place, and areas not currently governed, are subject to change. The interests of our shareholders could be adversely affected if significant regulations are added or deleted from Bermuda’s existing statutory framework.


MARKET INFORMATION
The Bank's common shares trade on the New York Stock Exchange under the symbol "NTB" and on the Bermuda Stock Exchange under the symbol "NTB.BH".
The following table sets forth for the periods indicated the reported high and low closing sale prices per common share and the average daily trading volume on each of the NYSE and the BSX. The Bank's common shares began trading on the NYSE on September 16, 2016:

31

Period NYSE High
(US$)
 NYSE Low
(US$)
 NYSE Average Daily Trading Volume (Shares) BSX High
(BM$)
 BSX Low
(BM$)
 BSX Average Daily Trading Volume (Shares)
Annual  
  
  
      
2012 
 
 
 13.30
 9.90
 6,187
2013 
 
 
 15.00
 12.60
 4,114
2014 
 
 
 20.50
 14.90
 5,756
2015 
 
 
 21.00
 16.00
 2,426
2016 32.90
 23.75
 244,611
 32.00
 16.00
 6,619
Quarterly        
  
  
First Quarter 2015 
 
 
 21.00
 19.70
 4,421
Second Quarter 2015 
 
 
 19.90
 16.00
 1,921
Third Quarter 2015 
 
 
 18.00
 16.50
 1,528
Fourth Quarter 2015 
 
 
 20.00
 17.50
 1,672
First Quarter 2016 
 
 
 19.50
 16.00
 6,737
Second Quarter 2016 
 
 
 16.60
 16.00
 2,354
Third Quarter 2016 24.76
 24.01
 723,036
 24.25
 16.40
 12,266
Fourth Quarter 2016 32.76
 24.77
 161,076
 32.00
 24.50
 4,864
First Quarter 2017 (through February 27, 2017) 34.34
 31.29
 259,781
 33.50
 31.00
 3,889
Monthly        
  
  
September 2016 24.76
 24.01
 723,036
 24.25
 17.60
 27,540
October 2016 25.80
 24.77
 142,369
 25.15
 24.50
 9,439
November 2016 29.70
 25.46
 98,600
 29.00
 25.00
 3,222
December 2016 32.76
 28.55
 242,259
 32.00
 28.00
 2,788
January 2017 34.34
 31.45
 121,058
 33.50
 31.10
 3,780
February 2017 (through February 27, 2017) 33.27
 31.29
 413,917
 32.60
 31.00
 4,019



DIVIDEND POLICY


Dividend Policy


On February 12, 2017,It is our Board declared a cash dividend of $0.32 per common share payable on March 27, 2017 to shareholders of record as of March 13, 2017.

We intendintention to pay cash dividends on a quarterly basis at $0.32 per quarter,dividend subject to the prior approval of the BMA.requisite approvals. There can be no assurance, however, that we will pay suchany dividend amount for any given period, and the declaration of dividends remains subject to the approval of our Board and receipt of a letter of no objection from the BMA.


Although we currently expect to pay dividends according to our dividend policy, we may elect not to pay dividends. Any declarations of dividends will be at the discretion of the Board and will be subject to the prior approvalreceipt of a letter of no objection from the BMA. Such dividends may be declared and paid by the Board only as permitted under applicable law. In determining the amount of any future dividends, the Board may take into account: (1) our financial results; (2) our available cash, as well as anticipated cash requirements (including debt servicing); (3) our capital requirements, including the capital requirements of our subsidiaries; (4) contractual, legal, tax and regulatory restrictions on, and implications of, the payment of dividends by us to our shareholders; (5) general economic and business conditions; (6) restrictions applicable to us and our subsidiaries under Bermuda and other applicable laws, regulations and policies, including the requirement to obtain a letter of no objection from the BMA's prior approvalBMA for the payment of dividends on our common shares; and (7) any other factors that the Board may deem relevant. Therefore, there can be no assurance that we will declare or pay any dividends to holders of the common shares, or as to the amount of any such dividends.

See ‘‘Risk Factors — Risks Relating to the Common Shares — Holders of our common shares may not receive dividends.’’


Our Historical Dividends


Since 2013 we have declared and paid dividends on a quarterly basis. For the quarter ended December 31, 2016, we declared a quarterly dividend of $0.32 per share, payable on March 27, 2017 to shareholders of record on March 13, 2017. For the quarter ended September 30, 2016, we declared a quarterly dividend of $0.10 per common share, payable on December 15, 2016 to shareholders of record on December 1, 2016. For the quarter ended June 30, 2016, we declared a quarterly dividend of $0.10 per common share, payable on August 29, 2016 to shareholders of record on August 15, 2016. For the quarter ended March 31, 2016, we declared a quarterly dividend of $0.10 per common share, paid on March 24, 2016 to shareholders of record on March 11, 2016. For the year ended December 31, 2016,2019, we declared four quarterly dividends of $0.44 per quarter totaling $0.62$1.76 for each common share held on record as of the applicable record dates.

During the years ended December 31, 2016, 2015, 2014 and 2013, we declared the full 8.00% cash dividends on our issued and outstanding preference shares. Preference share dividends declared and paid were $14.6 million during 2016, $14.6 million during 2015 and $14.7 million during 2014. Guarantee fees paid to the Government of Bermuda pursuant to an agreement whereby the Government of Bermuda guaranteed payments as to dividends on certain preference shares were $1.7 million during the nine months ended September 30, 2016, $1.8 million during 2015 and $1.8 million during 2014. On December 15, 2016, we completed the mandatory redemption of our preference shares and all shareholders of record of the preference shares as of December 1, 2016 were issued a make whole payment on December 15, 2016 of $1,180 per preference share, comprising the sum of the most recent dividend per preference share, the net present value of future dividend payments that would have been paid through June 22, 2019 and the $1,000 liquidation preference on each preference share, discounted for present value.


The following table sets forth dividends per share paid per common share during the periods indicated.


 
Year ended
December 31,
 Year ended December 31,
 2016 2015 2014  2019 2018 2017
(in $, unless otherwise indicated)(1)
             
Period             
First Quarter 0.10
 0.20
 0.20
  0.44
 0.38
 0.32
Second Quarter 0.10
 0.10
 0.10
  0.44
 0.38
 0.32
Third Quarter 0.10
 0.10
 0.10
  0.44
 0.38
 0.32
Fourth Quarter 0.10
 0.10
 0.10
  0.44
 0.38
 0.32
Total dividends per common share 0.40
 0.50
 0.50
  1.76
 1.52
 1.28
Total dividends per common share as a percentage of earnings per share (in %) 33.9
%40.8
%30.4
% 52.9% 42.8% 46.4%
___________________
(1)Figures reflect the reverse share split that the Bank effected on September 6, 2016.


On February 12, 2017, our2020, the Board of Directors declared a cashan interim dividend of $0.32$0.44 per common share to be paid in respect of our earnings in the fourth quarter of 2016 payable on March 27, 201711, 2020 to the holdersshareholders of record of our common shares as of March 13, 2017.on February 26, 2020.



32



MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This section presents management's perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this report, including the consolidated financial statements and related notes and should be read in conjunction with the accompanying tables and our financial statements included in this report. The consolidated financial statements and notes have been prepared in accordance with GAAP. Certain statements in this discussion and analysis may be deemed to include "forward looking"forward-looking statements" and are based on management's current expectations and are subject to uncertainty and changes in circumstances. Forward lookingForward-looking statements are not historical facts but instead represent only management's belief regarding future events, many of which by their nature are inherently uncertain and outside of management's control. Actual results may differ materially from those included in these statements due to a variety of factors, including worldwide and local economic conditions, success in business retention and obtaining new business and other factors. Factors that could cause these differences are discussed in the sections titled "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." For management's considerations and determinations of each non-core item discussed, please see "Selected Consolidated Financial Data—Reconciliation of Non-GAAP Financial Measures".
Overview
We are a full service bank and wealth manager headquartered in Hamilton, Bermuda. We operate our business through sixour three reportable geographic segments: Bermuda, the Cayman Islands, and Guernsey, where our principal banking operations are located; and The Bahamas, Switzerland,the Channel Islands and the United Kingdom, where we offer specialized financial services.UK and Other. We offer banking services, comprising of retail and corporate banking, and wealth management, which consists of trust, private banking, and asset management. In our Bermuda and Cayman Islands segments, we offer bothretail banking and wealth management. In our Guernsey, Bahamas,Channel Islands and Switzerland segments,the UK segment, we offer wealth management. In our United Kingdom segment,management, and specifically in the UK jurisdiction, we offer residential property lending. The Other segment includes our operations in the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland. In these jurisdictions we either provide wealth management or operate service centers. These jurisdictions individually and collectively do not meet the quantitative threshold for segmented reporting and are therefore aggregated as a non-reportable operating segment.
The following table details our Net Revenue in total and by segment, as well as our total assets, total loans, total deposits, total AUA (which includes trust and custody assets under administration)AUA) and AUM for the years ended December 31, 2016,2019, December 31, 20152018 and December 31, 2014.2017.
For the year ended December 31For the year ended December 31,
2016 2015 20142019 2018 2017
Net Revenue          
% of Net Revenue from:          
Bermuda segment57.0% 53.4% 53.8%49.8% 56.9% 58.4%
Cayman Islands segment29.8% 27.9% 24.6%30.9% 29.0% 28.9%
Guernsey segment9.6% 11.4% 12.3%
United Kingdom segment1.5% 5.1% 7.1%
Bahamas segment1.2% 1.4% 1.5%
Switzerland segment0.9% 0.9% 0.7%
Channel Islands and the UK segment15.2% 11.2% 10.2%
Other segment4.1% 2.9% 2.5%
          
(in millions of $)          
Summary Balance Sheet          
Total Assets11,103.5
 10,275.6
  13,921.6
 10,773.2
  
Total Loans3,570.5
 4,000.2
  5,142.6
 4,043.9
  
Total Deposits10,033.6
 9,182.1
  12,441.6
 9,452.2
  
Assets under administration          
Custody and other administration services24,675.4
 39,200.9
  30,308.1
 24,514.1
  
Trust97,964.2
 81,829.1
  91,688.7
 96,064.2
  
Assets under management          
Butterfield Funds1,808.0
 1,870.9
  2,156.7
 2,058.4
  
Other assets under management2,884.9
 1,740.6
  3,490.9
 2,786.4
  



Management's Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2016
2016 Overview
In 2016, our net income increased to $115.9 million from $77.7 million in 2015, which was driven by a continued focus on prudent expansion within our core businesses and markets, diligent management of capital, expenses and risks and the successful integration of an acquisition completed in April. While net income increased by $38.2 million to $115.9 million, this increase was further augmented by certain items which management believes are not representative of our financial results, or "non-core". Excluding these items Core Net Income improved by $24.7 million to $138.6 million, building on our strong capital position with Total and Tier 1 capital ratios of 17.6% and 15.3%, respectively. To enhance common shareholder returns, the Board declared a fourth interim dividend of $0.32 per common share on February 12, 2017. The Board will continue to evaluate capital planning options and the payment of future dividends as warranted, subject to regulatory approval. See "Dividend Policy" and "Risk Factors – Risks Relating to the Common Shares — Holders of our common shares may not receive dividends" elsewhere in this report for further details.

In December 2016, we redeemed all of the issued and outstanding preference shares for cancellation. The cancellation of these preference shares will eliminate approximately $16 million of preference share dividends and guarantee fees annually, which is further accretive to common shareholder equity. The premium paid on this redemption resulted in the slight decrease in both return on common shareholders’ equity and diluted earnings per share to 8.9% from 10.1% and to $1.18 per share from $1.23

per share, respectively in 2016 from 2015, despite the increase in net income. After removing the effects of non-core items, including this premium, the core return on average tangible common equity increased to 20.5% and core EPS (diluted) to $2.48, up from 17.6% and $1.95, respectively, in 2015.

Our balance sheet grew, while the quality of our assets remained strong. Total assets increased by $0.8 billion to $11.1 billion, driven by a $0.8 billion increase in customer deposit levels which were primarily a result of the acquisition of HSBC Bank Bermuda's private banking investment management and trust businesses in April 2016. These increased deposits were reinvested in short-term investments, securities purchased under agreement to resell and investments in securities which grew by $0.1 billion, $0.1 billion and $1.2 billion, respectively, slightly offset by a decrease of $0.2 billion in cash due from banks, while still maintaining our overall liquidity.
Our shareholders’ equity decreased slightly, down $39.6 million to $710.7 million, which was a result of the full redemption and cancellation of all of the outstanding preference shares, partially offset by the net proceeds from the IPO in September, as well as organic growth through net income.
We substantially completed the planned wind-down of the deposit taking, investment management and custody businesses in the UK jurisdiction by year-end. This wind-down resulted in the full repayment of high-cost deposits, which helped to reduce deposit interest expense. We will continue our UK segment in the form of a mortgage lending business in the UK on a going forward basis. The funding for the mortgage lending business will be provided by other jurisdictions with adequate liquidity.
Key contributors to our 2016 results were as follows:
Profitability:  Net income increased $38.2 million (49.1%) to $115.9 million, which was largely attributable to increases in non-interest and net interest income. After eliminating items which management believes are not representative of our financial results, or "non-core", our core net income further increased $24.7 million to $138.6 million. Increases in non-interest income were driven largely by additional fees earned from new business as a result of the recent acquisition. Increases in net interest income were largely a result of an increase in the balance of the investment portfolio and in short-term investments.
The significant non-core items excluded from core net income are as follows: costs associated with the vesting of a 2010 legacy option plan and related payroll taxes; restructuring charges related to the orderly wind-down of the deposit taking and investment management business of our UK segment; compensation costs relating to redundancies and early retirement packages; tax compliance review costs and a provision for a settlement amount arising from this review; and business acquisition costs.
Net interest margin:  While NIM decreased by 3 basis points to 245 basis points compared to 248 basis points in 2015, the cost of funding declined by 9 basis points to 12 basis points. The primary driver of the decrease in NIM was a decrease in investment portfolio yields by 21 basis points to 195 basis points due to an average decrease in the long-term yield of US Treasury debt over the year, which was reflected in our portfolio due to the high proportion of our portfolio in adjustable-rate securities. This was augmented by an increase in average holdings in cash, cash equivalents and short-term investments, which carry a lower yield.
Expenses:  Total non-interest expenses increased $0.7 million to $285.9 million in 2016 due largely to the items discussed above that management does not believe are representative of our ongoing operations. After removing the effect of these items, core non-interest expenses increased by $8.7 million, from $254.8 million in 2015, to $263.5 million in 2016 as a result of an increase in core salaries associated with a headcount increase from the recent acquisition and an increase in technology and communication expenses due to higher sourcing costs and higher depreciation, slightly offset by decreases in indirect taxation and decreases in core professional service charges. The core efficiency ratio improved from 66.0% in 2015 to 63.8% in 2016, reflecting the rate of revenue increase over the marginal decrease in core expenses.
Deposits:  Customer deposits increased by $842.2 million as of December 31, 2016 due to both organic deposit growth and additional take-on from the recent acquisition in April 2016, while interest bearing deposit costs decreased by 11 basis points from 26 basis points in 2015 to 15 basis points in 2016 due primarily to the repayments of more expensive deposits from our UK segment. Taken together with non-interest bearing deposits totaling $2.4 billion on December 31, 2016, the average cost of deposits for the year decreased by 9 basis points to 12 basis points.
Loan quality:  As of December 31, 2016, we had gross non-accrual loans of $48.5 million representing 1.3% of total gross loans, reflecting an improvement from the $65.3 million, or 1.6%, of total loans at year-end 2015. Net non-accrual loans were $36.7 million, equivalent to 1.0% of net loans, after specific provisions of $11.7 million, reflecting an improved specific provision coverage ratio of 24.2%, up from 29.3% on December 31, 2015.
Market Environment
Our business is affected by national,international, regional and local economic conditions, as well as, the perception of those conditions and future economic prospects. The significant macro-economic factors that impact our business include the US and global economic landscapes, unemployment rates, the housing markets and interest rates.  TheDuring 2019, global economy continued for another yearGDP growth rates declined amidst fears over increased US-China trade tariffs, and, to show signsa lesser extent, Brexit generated uncertainty with respect to existing global supply chains.  Economic growth, inflation, and interest rates all declined over the course of recovery alongside indications2019 although rates of continued weakness, creating inconsistency and volatility across geographic regions.unemployment remained low.  In the US, the Federal Reserve once again increased its target rate range from 0.25% to 0.50% to 0.50% to 0.75% in December 2016. Meanwhile, the European Central Bank ("ECB") announced a further extension of its asset purchase program until the end of 2017 in response to continued low inflation across the European region.
In the US, 2016 began with increased market volatility, but with continued indications of improvement primarily in unemployment measures. Inflationary measures started the year slowly but began to turn the corner by the second half of 2016 after weathering several months of market volatility and a weakening US dollar. Continued strength in the job markets has been an often discussed point of strength for2019, the US economy, with joblessfederal reserve cut short term interest rates continuing to new lows. Forecasts arecreate a more accommodative environment.  Interest rates remain historically low across the yield curve for inflationmost global markets.   Policy accommodation across multiple major central banks continues to rise to the target levels of 2.0% over the medium term due to these strong labor market indicators,buoy sentiment, as well as increases in household spendingequities and business fixed investments. As a result of this, the US Federal Reserve announced the aforementioned second increase in its target range for the Federal Funds Rate since 2006. The US Dollar ended the year up significantly versus lows encountered in the second quarter. While the Bank does not have operations in the US, economic trends in the US, particularly as they pertain to the interest rate environment, do affect the Bank through our investment portfolio and utilization of certain US base rates as reference rates in our lending portfolio.credit products remain solid performers.
In Bermuda, we continued to face mixed tradingeconomic conditions during 2016, with2019, owing to a continued signs that the economy is on the road to recovery with growthslowdown in retail sales, construction expenditures and ultimately GDP. The latest economic indicators from the third quarter show a 2015 to 2016 decrease onprivate consumption. In real terms, GDP growth to 2.2% in current price terms, relative togrew by an increaseaverage of 4.6%3.5% in the first half of 2019 driven primarily by the construction sector on projects such as the new airport, new hotel development and the island's utility power station. During the second half of 2019, the growth rate is expected to slow down to 1-2%. In the tourism sector, air arrivals were down after being bolstered in the two years prior year. This representedby the first quartereconomic stimulus provided by Bermuda's hosting of decline after sixth consecutive quarters of GDP growth. Bermuda continued preparations for the 2017 America's Cup which has driven several new hotels under construction and related infrastructure projects. Tourism continuesinternational sailing event but, due to be a focus of the Bermudian domestic economy, and signs of strength include four hotels undergoing significant rebuilds or renovations, notably the Ritz Carlton development at Morgan's Point. Further, air visitors increased by 18% in the third quarter of 2016 relative to the same quarter a year ago, andcruise passengers, total visitor expenditure increased 11.7% in the second quarter of 2016 relative to the same period one year ago. Retail sales continued to show positive signs for Bermuda with retail sales growing for 18 of the last 19 months as of the third quarter of 2016. However, thenumbers are up. The Bermuda economy continues to face medium-term challenges from high unemployment, significant government debt and related debt service charges. See "Risk Factors - Risks Relating to Financial Conditions, Market Environment and General Economic Trends —the Markets in Which We Operate - Adverse economic and market conditions in particular in Bermuda, the Cayman Islands and the CaymanChannel Islands and the UK, have in the past resulted in and could in the future result in lower revenue, lower asset quality, increased provisions and lower earnings" and “Risk Factors - Risks Relating to the Markets in Which We Operate - A decline in tourism in Bermuda or the Cayman Islands could have a material adverse effect on our business, financial condition or results of

operations”. Overcoming these challenges, as well as continuing to attract foreign capital, is a key focus of the Bermuda Government and sustainableGovernment. Sustainable growth for the Bermudian economy will be driven largely by successful management overof these three areas.

issues.
Following the 2008 financial crisis, the Bermuda economy experienced consecutive years of GDP declines. In addition, the impact of the crisis on employment, population levels and real estate values was negative for several years thereafter. Since 2015, GDP growth. In 2015, the Bermuda economy’s GDP was nominally positivegrowth has been more robust. Real estate and the local economy appeared torents have stabilized.also recovered over this period. International business activity declined from 2009 to 2011, with modest annual growth from 2012 onwards. The impact of the above on employment, population levels and real estate values was negative for several years, with recent apparent stability being observed in terms of economic activity and stabilized real estate values. The real estate and international business components represent overapproximately 40% of Bermuda’s GDP and therefore provide insight into both the overall health of the Bermuda economy and the longer termlonger-term recovery. The table below shows the extent to which the real estate market and overall economy has recovered, stabilized, and begun to show growth.
 2015 2014 2013 2012 2011 2018 2017 2016 2015 2014
Bermuda GDP (in millions) 5,928
 5,700
 5,670
 5,585
 5,620
 7,263
 7,142
 6,900
 6,655
 6,414
% change from prior year 4.0% 0.5% 1.5 % (0.6)% (4)% 1.7% 3.5% 3.7% 3.8% (0.8)%
Selected GDP Components:      
  
  
          
Real estate and renting GDP (in millions) 983
 963
 948
 954
 960
 1,014
 981
 929
 905
 893
% change from prior year 2.1% 1.6% (0.6)% (0.6)% 0.6 % 3.4% 5.6% 2.7% 1.3% (0.2)%
International business GDP (in millions) 1,659
 1,575
 1,570
 1,455
 1,432
 1,725
 1,720
 1,718
 1,707
 1,617
% change from prior year 5.3% 0.3% 7.9 % 1.6 % (6.8)% 0.3% 0.1% 0.6% 5.6% 4.6 %
Source: National Economic ReportSource: Government of Bermuda, 2015, Department of Statistics, Annual Publication - 2018, Gross Domestic Product by Industrial Origin,at current purchaser's prices, Table 14
The Government of Bermuda, MinistryDepartment of Finance interim quarterly figuresStatistics, Quarterly GDP at current prices for 20162018 are shown below to provide further insight into current GDP trends. Note that the fourth quarterQ3 nor Q4 figures for 20162019 are not available as of the date of this report.
bankofnt-20_chartx32878.jpgchart-42c6d6a30d31532e949a02.jpg
The Cayman Islands projected real GDP growth in 20162019 of 3.0%2.6%, upwhich is down from a GDP of 2%3.3% in the previous year. Expansion was notedHowever, it is expected that growth in tourism, construction utilities, wholesale and retail trade, transport, storageauxiliary services will remain robust whilst growth in financial services, the largest contributor to GDP, will be more modest. Tourism arrivals have benefited from sustained economic growth in source markets, predominantly the US and communication sectors. Tourist arrivals by air and cruise ship continued to record year-over-year improvements, but at a slower pace than in previous years. The opening of the new 265-room Kimpton Seafire Hotel in November 2016 complements the island's tourist offering.Canada, 2017 hurricane impacts on Caribbean competitors as well as improved marketing. The Owen Roberts International Airport redevelopment and expansion project entered Phase II, which, whenwas completed in 2018, will providethe second half of 2019 at a better overall travel experience for tourists, business visitors and residents alike. While several significantcost of $80 million with further expansion of the runway, to accommodate larger direct flights, mainly from Europe, still to be undertaken. Additional infrastructure projects have been deferred,include the proposed Cruise Berthing Facility and Cargo Port Redevelopment Project which would cost in excess of $200 million. The Cayman Islands Government continues to record growing surpluses and overall external debt reduction. The most recent consumer price index showed a markeddata estimates an inflation increase in 2016 from its lower 2015 levels, with higher costsof 2.9% for restaurants and hotels, recreation and culture, education, housing and utilities, alcohol and tobacco and communication offset by lower costs for transport,2019 driven by lower fuel costs, healthrising crude oil prices in the international market and household equipment.increased demand in the US, a major source market of the Cayman Islands. An increasing local population has also led to a higher demand for goods and services causing additional inflationary pressure. Commercial creditscredit reported increased activity led by manufacturing, utilitiesfinancial corporations, primary production and constructiontrade and commerce, while credits to households reported increases in domestic property, vehicle, education and technology loans, which plays to our strength in the Cayman Islands and is reflected in the growth of our domestic residential mortgage book.
Meanwhile, the Eurozone has weathered another difficult year with some signs of stabilization. Continued negative deposit rates and large quantitative easing programs by the ECB have been aimed at strengthening the weaker economies while bolsteringUK quarterly economic growth was flat in the stronger economies. The year sawfourth quarter of 2019 as expected due to the UK referendum vote tocontinued political uncertainty around the UK’s exit from the European Union,EU which triggeredtook place on January 31, 2020. This follows a significant decrease0.5% advance in the valueprevious period. Manufacturing contracted for a third quarter in a row whilst the service sector slowed around the time of the GBP. The decreased value of the GBP had indirect effects on the value of the Euro. In spite of this, the UK continued their trend of positive GDP growth, with inflation for the third quarter, the first available data following the referendum vote, showing GDP growth of 0.5%.election. Our operations in Guernseythe Channel Islands and the UK use the Pound Sterling as their functional currency, and are closely linked to the economic trends in both the UK as well as to economic trends withinand the larger Eurozone due to the close relationships between the UK and continental Europe.Europe, despite the Channel Islands' autonomy from the UK. See "Risk Factors - Risks Related to Markets in Which We Operate - Geopolitical events could disrupt our businesses and adversely affect our financial condition or results of operations".
The mixed economic climateAgainst this backdrop, our banking businesses in our two largest operationsthe Channel Islands and the UK continued to benefit from strong loan demand. Our loan offering has proven to be competitive in 2016 resultedthe UK market, specifically in limited loan demand and continued pressure on customers' ability to service loan payment obligations. Similarly, our private banking business in Europe experienced limited loan growth due to increased competition and pricing pressures.the Prime Central London property market.
We continue to maintain a cautious stance with a liquid balance sheet, with a conservative investment portfolio, and no reliance on wholesale money markets for liquidity.funding. Total liquid cash and investments excluding held-to-maturity investments, made up 55.0%60.0% of our balance sheet at December 31, 2016,2019, which is up slightly from 50.8%59.3% at December 31, 2015.2018.

34


Management's Discussion and Analysis of Financial Condition and Results of Operations for the Year Ended December 31, 2019
2019 Overview
In 2019, our net income decreased to $177.1 million from $195.2 million in 2018. The $18.1 million decrease was driven by a decreasing interest rate environment and costs associated with the expansion of the Halifax service center, as well as certain items which management believes are not representative of our financial results (or "non-core") which were partially offset by growth in fee income attributable to increased card service contributions and foreign exchange transactional volumes. The non-core items contributing to the decrease in our net income comprised principally of deal-related expenses attributable to the ABN AMRO (Channel Islands) acquisition and our cost restructuring initiatives in Bermuda and the Channel Islands. Excluding the non-core items, core net income improved year-over-year by $0.9 million to $197.9 million, which was driven by a continued focus on prudent expansion within our core businesses and markets, diligent management of capital, expenses and risks, and maintaining our strong capital position with CET1 and Total capital ratios of 17.3% and 19.4%, respectively. To enhance common shareholder returns, for the year ended December 31, 2019, the Board declared four quarterly dividends of $0.44 per quarter totaling $1.76 for each common share held on record as of the applicable record dates, and approved a new share buy-back program authorizing the purchase of up to $125 million or 3.5 million shares. The Board will continue to evaluate capital planning options and the payment of future dividends as warranted, subject to regulatory requirements. See "Dividend Policy" and "Risk Factors – Risks Relating to the Common Shares — Holders of our common shares may not receive dividends" elsewhere in this report for further details.

The quality of our assets remained strong and total assets increased year-over-year by $3.1 billion to $13.9 billion, driven primarily by our acquisition of ABN AMRO (Channel Islands). Deposits increased $3.0 billion to $12.4 billion and loans increased $1.1 billion to $5.1 billion, both primarily as a result of the acquisition of ABN AMRO (Channel Islands), with loans also benefiting from increased residential loan originations in prime central London and two new sovereign mandates in Bermuda and Cayman. Investments marginally increased by $0.2 billion to $4.4 billion. Overall liquidity remained strong, as measured by cash due from banks, securities purchased under agreement to resell, short-term investments and investments in securities as a percentage of total assets, ended the year at 60.0% compared to 59.3% in the prior year.
Our shareholders’ equity increased year-over-year by $81.4 million to $963.7 million, which was a result of organic growth through net income net of dividends paid out during the year, the positive effect of mark-to-market movements in the value of our fixed income investments, partially offset by the common share buy-backs and retirements throughout the year.
Key contributors to our 2019 results were as follows:
Profitability:  Net income decreased year-over-year $18.1 million, or 9.3%, to $177.1 million, which was largely attributable to three US Federal Reserve interest rate cuts, costs associated with the expansion of a group service center prior to the transition in the first half of 2020 and higher non-core items comprised principally of transaction-related expenses attributable to the ABN AMRO (Channel Islands) acquisition and cost restructuring initiatives in Bermuda and the Channel Islands. After eliminating items which management believes are not representative of our financial results, or "non-core", our core net income increased $0.9 million to $197.9 million. Increases in non-interest income are due to increased card service fee contributions, increased transactional volumes on foreign exchange transactions, new business and the impact of the late 2018 on-boarding of Deutsche Bank clients as well as the ABN AMRO (Channel Islands) acquisition. Increases in interest income on investments and deposits with banks is due to additional funding as a result of the ABN AMRO (Channel Islands) acquisition. Increases in interest income on loans is also largely due to the ABN AMRO (Channel Islands) acquisition.
Net interest margin:  NIM decreased by 39 basis points to 286 basis points compared to 325 basis points in 2018, and the cost of funding increased by 29 basis point to 47 basis points. One of the drivers of the decrease in NIM was a decrease in loan yields by 11 basis points to 536 basis points as a result of the impact of Fed Funds rate reductions on the US prime rate referenced Cayman loans and the inclusion of the new ABN AMRO (Channel Islands) loan book at a lower yield. An additional driver is the 29 basis points increase in cost of deposits to 47 basis points as a result of the higher rates as well as higher volumes of deposits as a result of the ABN AMRO (Channel Islands) acquisition. The investment portfolio offset the overall NIM decrease, with yields increasing by 18 basis points to 289 basis points due to additional funding as a result of the ABN AMRO (Channel Islands) acquisition.
Expenses:  Total non-interest expenses increased year-over-year $35.6 million to $356.9 million in 2019 due largely to the increased salaries and other employee benefits resulting from an increased headcount with the ABN AMRO (Channel Islands) acquisition and Halifax service center expansion as well as cost restructuring initiatives in Bermuda and the Channel Islands, costs associated with the departure of a senior executive, increases in marketing expenses associated with the rebranding initiative we announced in Q4 2019, and overall increased costs associated with the ABN AMRO (Channel Islands) acquisition. Total non-interest expenses were also due to the non-core expense items discussed above that management does not believe are representative of our ongoing operations. After removing the effect of these items, core non-interest expenses increased by $15.3 million, from $319.8 million in 2018, to $335.1 million in 2019. The core efficiency ratio increased from 61.5% in 2018 to 62.2% in 2019, reflecting the rate of core non-interest expense relative to the relative increase in revenue.
Deposits:  Customer deposits increased year-over-year by $3.0 billion as at December 31, 2019 due primarily to the acquisition of ABN AMRO (Channel Islands), and to a lower extent, to organic growth while interest bearing deposit costs increased by 34 basis points to 58 basis points in 2019. With non-interest bearing deposits totaling $2.2 billion on December 31, 2019, the average cost of deposits for the year increased by 29 basis points to 47 basis points.
Loan quality:  As at December 31, 2019, we had gross non-accrual loans of $50.4 million representing 1.0% of total gross loans, a slight increase from the $48.7 million, or 1.2%, of total loans, at year-end 2018. Net non-accrual loans were $32.7 million, equivalent to 0.6% of net loans, after specific provisions of $17.7 million, reflecting an increase in the specific provision coverage ratio of 35.1%, from 30.6% on December 31, 2018.
2018 Overview
In 2018, our net income increased to $195.2 million from $153.3 million in 2017, which was driven by our focus on prudent expansion within our core businesses and markets, diligent management of capital, expenses and risks. While net income increased by $41.9 million to $195.2 million, this increase was offset by the impact of certain items which management believes are not representative of our financial results, or "non-core". The significant non-core items excluded from core net income are as follows: due diligence and other legal costs relating to the agreement to acquire Deutsche Bank’s GTS business and Deutsche Bank's Channel Islands and Cayman Islands banking businesses, a loss recorded due to a non-core settlement loss on the de-risking of a legacy defined benefit pension plan; and tax compliance review costs, which were partially offset by a gain on liquidation of a legacy structured investment vehicle. Excluding these items, core net income improved by $38.2 million to $197.0 million, building on our strong capital position with Total and Tier 1 capital ratios of 22.4% and 19.6%, respectively. For the year ended December 31, 2018, the Board declared four quarterly dividends of $0.38 per quarter totaling $1.52 for each common share held on record as of the applicable record dates.

The quality of our assets remained strong as total assets decreased marginally year-over-year by $6.1 million to $10.8 billion, driven by an increase in loans outstanding, which increased by $0.3 billion to $4.0 billion as a result of new residential mortgage lending in our UK jurisdiction. Deposits decreased year-over-year by $84.2 million to $9.5 billion, primarily a result of several large customers withdrawing deposits during the year. Investments decreased year-over-year by $0.5 billion to $4.3 billion to help fund lending opportunities. However, held-to maturity investments increased year-over-year by $0.7 billion to $2.1 billion as investment duration extended. Overall liquidity remained strong, as measured by cash due from banks, securities purchased under agreement to resell, short-term investments and investments in securities as a percentage of total assets, ended the year at 59.3% compared to 61.9% in the prior year.

Our shareholders’ equity increased year-over-year by $59.5 million to $882.3 million, which was a result of the strong return on equity driven by net income net of dividends paid out during the year, which was offset by mark-to-market movements in the value of our fixed income investments, which decreased as interest rates rose during the year.
Key contributors to our 2018 results were as follows:
Profitability:  Net income increased year-over-year by $41.9 million, or 27.4%, to $195.2 million, which was largely attributable to increases in non-interest and net interest income and partially offset by certain "non-core" items described above. After eliminating these non-core items, our core net income increased $38.2 million to $197.0 million. Increases in non-interest income were driven largely by additional revenues earned from trust fees as a result of the recent acquisition of Deutsche Bank's GTS business. Increases in net interest income were largely a result of continued increased yields on loans as a result of base rate increases in certain jurisdictions and increased yields on investments resulting from a rising interest rate environment.
Net interest margin:  NIM increased by 52 basis points to 325 basis points compared to 273 basis points in 2017, and the cost of funding increased by 7 basis point to 18 basis points. The primary driver of the increase in NIM was an increase in loan yields by 37 basis points to 547 basis points as a result of base rate increases in certain jurisdictions during the year. The investment portfolio augmented the increase, with yields increasing by 49 basis points to 271 basis points due to an average increase in the long-term yield of US Treasury debt over the year, which was reflected in our portfolio due to the high proportion of our portfolio in adjustable-rate securities as well as purchases of longer duration, higher yielding securities into our HTM portfolio.
Expenses:  Total non-interest expenses increased year-over-year by $21.0 million to $321.3 million in 2018, due largely to the increased salaries and other employee benefits resulting from an increased headcount from the two acquisitions and increased discretionary compensation, in conjunction with increased professional fees associated with the two Deutsche Bank acquisitions, increased costs supporting our cyber risk protection program, which include staffing and other professional fees, and other regulatory compliance costs. Total non-interest expenses also increased due to the non-core expense items discussed above that management does not believe are representative of our ongoing operations. After removing the effect of these items, core non-interest expenses increased by $27.6 million, from $292.2 million in 2017, to $319.8 million in 2018. The core efficiency ratio decreased from 64.3% in 2017 to 61.5% in 2018, reflecting the rate of core non-interest expense relative to the relative increase in revenue.
Deposits:  Customer deposits decreased year-over-year by $105.6 million as at December 31, 2018 due to several large corporate clients withdrawing their deposits during the year, partially offset by organic growth and growth from the acquisition of Deutsche Bank's banking and custody business in the Cayman and Channel Islands, while interest bearing deposit costs increased by 9 basis points to 24 basis points in 2018 and 2017. With non-interest bearing deposits totaling $2.1 billion on December 31, 2018, the average cost of deposits for the year increased by 7 basis point to 18 basis points.
Loan quality:  As at December 31, 2018, we had gross non-accrual loans of $48.7 million representing 1.2% of total gross loans, relatively flat from the $43.9 million, or 1.2%, of total loans at year-end 2017. Net non-accrual loans were $33.8 million, equivalent to 0.8% of net loans, after specific provisions of $14.9 million, reflecting an increase in the specific provision coverage ratio of 30.6%, down from 31.1% on December 31, 2017.
Financial Summary
Summary Balance Sheet 
As at
December 31,
    As at December 31 
(in millions of $, except per share data) 2016 2015 Dollar change Percent change
(in millions of $) 20192018Dollar changePercent change
Cash due from banks 2,101.7
 2,288.9
 (187.2) (8.2)% 2,550.1
2,053.9
496.2
24.2%
Securities purchased under agreement to resell 148.8
 
 148.8
 100.0 %
Securities purchased under agreements to resell 142.3
27.3
115.0
421.2%
Short-term investments 519.8
 409.5
 110.3
 26.9 % 1,218.4
52.3
1,166.1
2,229.6%
Investment in securities 4,400.2
 3,223.9
 1,176.3
 36.5 % 4,436.4
4,255.4
181.0
4.3%
Loans, net of allowance for credit losses 3,570.5
 4,000.2
 (429.7) (10.7)% 5,142.6
4,043.9
1,098.7
27.2%
Premises, equipment and computer software 167.8
 183.4
 (15.6) (8.5)%
Goodwill and intangible assets 61.9
 51.1
 10.8
 21.1 %
Premises, equipment and computer software, net of accumulated depreciation 158.2
158.1
0.1
0.1%
Goodwill and intangible assets, net 96.5
74.7
21.8
29.2%
Total assets 11,103.5
 10,275.6
 827.9
 8.1 % 13,921.6
10,773.2
3,148.4
29.2%
Total deposits 10,033.6
 9,182.1
 851.5
 9.3 % 12,441.6
9,452.2
2,989.4
31.6%
Long-term debt 117.0
 117.0
 
  % 143.5
143.3
0.2
0.1%
Shareholders' equity  
  
  
  
 963.7
882.3
81.4
9.2%
Preference shareholders' equity 
 182.9
 (182.9) (100.0)%
Common and contingent value convertible
preference shareholders' equity
 710.7
 567.5
 143.2
 25.2 %

Summary Income Statement 
For the year ended
December 31,
 Dollar change Percent change For the year ended December 31 Dollar change Percent change
(in millions of $, except per share data) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 201920182017 2018 to 20192017 to 2018 2018 to 20192017 to 2018
Interest income  
  
            
 
     
Loans 188.0
 186.5
 192.0
 1.5
 (5.5) 0.8 % (2.9)% 234.0
218.5
187.0
 15.5
31.5
 7.1 %16.8 %
Investments 77.2
 69.6
 67.8
 7.6
 1.8
 10.9 % 2.7 % 129.4
124.3
101.4
 5.1
22.9
 4.1 %22.6 %
Deposits with banks 9.8
 6.5
 5.4
 3.3
 1.1
 50.8 % 20.4 % 41.6
24.8
17.2
 16.8
7.6
 67.7 %44.2 %
Interest expense (16.4) (23.3) (26.6) 6.9
 3.3
 (29.6)% (12.4)% (59.4)(24.6)(15.9) (34.8)(8.7) 141.5 %54.7 %
Net interest income before provision for credit losses 258.5
 239.3
 238.5
 19.2
 0.8
 8.0 % 0.3 % 345.7
343.0
289.7
 2.8
53.2
 0.8 %18.4 %
Non-interest income 147.5
 140.2
 134.8
 7.3
 5.4
 5.2 % 4.0 % 184.0
168.7
157.8
 15.4
11.0
 9.1 %7.0 %
Net Revenue 406.0
 379.5
 373.3
 26.5
 6.2
 7.0 % 1.7 %
Provision for credit losses (4.4) (5.7) (8.0) 1.3
 2.3
 (22.8)% (28.8)%
Net revenue 529.7
511.7
447.6
 18.0
64.1
 3.6 %14.3 %
Provision for credit recoveries (losses) 0.2
7.0
5.8
 (6.8)1.2
 (97.1)%20.7 %
Salaries and other employee benefits (140.0) (134.9) (129.8) (5.1) (5.1) 3.8 % 3.9 % (183.7)(159.8)(145.1) (23.9)(14.7) 15.0 %10.1 %
Other non-interest expenses (including income taxes) (146.7) (151.6) (143.2) 4.9
 (8.4) (3.2)% 5.9 % (171.9)(162.8)(156.3) (9.1)(6.5) 5.6 %4.2 %
Net income before other gains (losses) 114.9
 87.2
 92.5
 27.7
 (5.3) 31.8 % (5.7)% 174.3
196.0
152.0
 (21.7)44.0
 (11.1)%28.9 %
Total other gains (losses) 1.0
 (9.4) 15.7
 10.4
 (25.1) (110.6)% (159.9)% 2.8
(0.9)1.3
 3.7
(2.2) (411.1)%(169.2)%
Net income 115.9
 77.7
 108.2
 38.2
 (30.5) 49.2 % (28.2)% 177.1
195.2
153.3
 (18.1)41.9
 (9.3)%27.3 %
Non-core items 22.7
 36.2
 (1.8) (13.5) 38.0
 (37.3)% (2,111.1)% 20.8
1.8
5.6
 19.0
(3.8) 1,055.6 %(67.9)%
Core net income (Non-GAAP) 138.6
 113.9
 106.4
 24.7
 7.5
 21.7 % 7.0 % 197.9
197.0
158.9
 0.9
38.1
 0.5 %24.0 %
Dividends and guarantee fee of preference shares (15.7) (16.5) (16.5) 0.8
 
 (4.8)%  %
Core earnings to common shareholders (Non-GAAP) 122.9
 97.4
 89.9
 25.5
 7.5
 26.2 % 8.3 % 197.9
197.0
158.9
 0.9
38.1
 0.5 %24.0 %
Common dividends paid (19.3) (24.8) (27.4) 5.5
 2.6
 (22.2)% (9.5)% (93.6)(83.7)(69.7) (9.9)(14.0) 11.8 %20.1 %

The following charts show the trajectory of our performance from 2015 to 2019:
chart-ac983efb564c565686ca02.jpgchart-505bf7fa8d515e37b94.jpg

chart-7b74de01477352fe9c3a02.jpgchart-82683bcde1bf5bf3b64.jpg
____________________________
(1)
Core Net Income to Common is a non-GAAP financial measure that is calculated by adjusting net income for income or expense items which management considers not to be representative of the ongoing operations of our business and preference share dividends, guarantee fees and premiums paid on preference share buybacks and redemptions. For a reconciliation of Core Net Income to Common to GAAP net income to common, see "Selected Consolidated Financial and Other Data – Reconciliation of Non-GAAP Financial Measures".
(2)
Core Earnings per Common Share Fully Diluted is a non-GAAP financial measure that is calculated by dividing Core Earnings to Common by the weighted average shares outstanding. For a reconciliation of Core Earnings per Common Share Fully Diluted to GAAP earnings per share, see "Selected Consolidated Financial and Other Data – Reconciliation of Non-GAAP Financial Measures".
Our return on equity for 2019 of 19.1% and our Core ROATCE1 for 2019 of 23.4% were driven by a number of factors, including: significant fee income with historically low capital requirements, low cost deposits, a high yielding loan portfolio, a conservative capital efficient securities portfolio, and our operations in corporate income tax neutral jurisdictions. As a result, our business generated core net income in 2019 well in excess of that needed to execute our organic balance sheet growth strategy.
chart-838f274b4f9858b7983a02.jpgchart-779455975e035be8b47.jpg
____________________________
(1)
Core ROATCE is a non-GAAP financial measure that is calculated by dividing core earnings to common shareholders by average tangible common equity. Average tangible common equity does not include the preference shareholders' equity or goodwill and intangible assets. For more information on the non-GAAP financial measures, see "Selected Consolidated Financial and Other Data — Reconciliation of Non-GAAP Financial Measures."

The following chart shows customer deposit trends for 2015 to 2019:
chart-f0ee377e28ef5f5d898a02.jpg

Historically, the markets in which we operate generate fewer loans than deposits, which has led us to take a conservative approach to managing our balance sheet. We accomplish this by maintaining a large cash balance and investing in high quality and liquid securities. The following chart illustrates our asset composition as at December 31, 2019:
chart-a7aef7601b845d21823a02.jpg
As at December 31, 2019, 18% of our balance sheet was cash and cash equivalents, which included cash and demand deposits with banks, unrestricted term deposits, and treasury bills with a maturity less than three months.

In addition to maintaining a large cash and cash equivalents balance, we also have a large and conservative securities investment portfolio. We have a disciplined investment portfolio selection process and invest in highly rated securities. We also seek to ensure that our portfolio remains liquid across market cycles: 96.1% of our portfolio was invested in US government treasuries and mortgage-backed securities issued by US governmental agencies. Our investment strategy as at December 31, 2019, aims to align the behavioral interest rate risk profile of our assets and liabilities — as at December 31, 2019, the average duration of our AFS investment portfolio was 3.1 years, the average duration of our HTM investment portfolio was 4.0 years, and the average duration of our total investment portfolio was 3.5 years. As at December 31, 2019, the total carrying value of our AFS investment portfolio was $2.2 billion, and the total carrying value of our HTM investment portfolio was $2.2 billion.

The following charts show the composition of our investment portfolio by rating and asset type as at December 31, 2019:
chart-d432bf54e18e5039b80.jpgchart-be951cff34c7547aafba02.jpg
The combination of our significant cash and securities portfolios helps drive our capital efficient balance sheet, with risk-weighted assets equal to 35.2% of our total assets and a Basel III total capital ratio of 19.4%, each as at December 31, 2019.

Our loan underwriting process requires that we complete a full credit assessment of every customer prior to committing to a loan, which we believe has resulted in a high quality loan portfolio. Our lending markets do not have secondary markets for loans and as such we hold all of our originated loans on our balance sheet. In 2018 and 2019, net charge-offs represented 0.08% and 0.03%, respectively, of average loans. As at December 31, 2019, our non-accrual loan balance was $50.4 million, or 1.0% of total gross loans, and our loans past due were $106.9 million or 2.1% of total gross loans, of which 82.9% were full recourse residential mortgages. As at December 31, 2019, our loan portfolio consisted of 79% floating-rate loans and 21% fixed-rate loans.

The following chart shows the segment composition of our loan portfolio as at December 31, 2019:
chart-e42003ebac975753bc4a02.jpg

Our loan portfolio has exhibited stability over time. The following chart shows loan portfolio trends for 2015 to 2019:
chart-135a57717d756ff26cba02.jpg
The domestic lending markets in Bermuda, the Cayman Islands, and the Channel Islands have a limited number of participants and significant barriers to entry. 62.3% of our loan balances were residential mortgages as at December 31, 2019. These loans are attractive for a number of reasons. Our mortgages have exhibited predictable cash flows, with historically negligible refinancing activity due to high costs to refinance in these lending markets. Additionally, our mortgages in these markets have historically benefited from a manual underwriting process, low LTVs (75.6% of residential loans below 70% LTV as at December 31, 2019), and a full recourse system.

We have also generated balanced sources of non-interest income from a well-diversified customer base. For the five-year period ended December 31, 2019, our non-interest income is evenly split between banking which consists of banking and foreign exchange revenue, and wealth management, which consists of trust, asset management, and custody and other administration services. The wealth management non-interest income stream is not directly correlated with the performance of our banking business. For example, the typical trust we manage generates a relatively constant fee stream on an annual basis throughout its life. In addition, because fee revenue in our wealth management business lines is driven primarily by the size and complexity of our clients’ assets and holdings, which are generally diversified across multiple geographies, the performance of these businesses is not typically linked to the performance of the domestic economies of our local markets. Non-interest income represented 34.7% of our total Net Revenue (our fee income ratio) in 2019, and contributed materially to the Company’s high Core ROATCE and excess capital generation as limited capital is required for our fee income business.


The following chart shows our various sources of non-interest income for the year ended December 31, 2019:
chart-1456113c8f9a5b51815a02.jpg
2019 Non-Interest Income: $184.0 million / 34.7% Fee Income Ratio

_____________
(1)Foreign exchange revenue represents income generated from client-driven transactions in the normal course of business. We do not engage in proprietary trading.

Growth Opportunities

We expect that, all else being equal, a rising rate environment would increase our net interest income before provision for credit losses because an increase in our cost of deposits would lag an increase in yield of our securities and loans. In addition, a significant portion of our deposits are non-interest bearing (18% as at December 31, 2019), and as a result, a portion of our funding is only partially sensitive to rising rates. Our non-interest bearing deposit balances have historically exhibited low correlation with interest rates, a behavior that we attribute in part to a sizable client base that utilizes our bank for custody and clearing services as well as cash management purposes. Potential changes to our net interest income in hypothetical rising and declining rate scenarios, measured over a 12-month period, are presented in the chart below (these projections assume parallel shifts of the yield curves occurring immediately and no changes in other potential variables):
chart-0ceb2b85289c5d54a97.jpg
A negative 100 basis points interest rate shock reflects a reduction in projected 12-month net interest income of 4.0% compared to the flat rate scenario. The loss of income is driven by lower loan and investment yields, which more than offset reduced rates paid on deposits. Mitigating against the loss of income is the potential to charge negative interest rates on deposits (which we currently do in limited instances) and certain loans that have rate floors.

In addition, we are well-positioned as an acquirer of certain businesses, in private trust and banking. Our acquisition strategy seeks to capitalize on opportunities created by international financial institutions that have faced operating issues requiring them to simplify their businesses. We consider a wide range of potential acquisition opportunities, and we have a well-defined, disciplined approach to identifying potential acquisition targets across numerous criteria including: geography, business alignment, size, timing, quality, buyer universe and financial hurdles. Our focus has been on the private trust business and banking where we have expertise, scale and a strong brand.

In April 2016, we acquired HSBC’s Bermuda trust business and private banking investment management operations. HSBC also entered into an agreement to refer its existing private banking clients to Butterfield. This acquisition added over $18.9 billion of trust AUA, $1.3 billion of AUM, and $1.6 billion of deposits.

In October 2017, we entered into an agreement to acquire Deutsche Bank’s Global Trust Solutions business, excluding its US operations. This transaction added the ongoing management and administration of the GTS portfolio, comprising approximately 1,000 trust structures for approximately 900 private clients in Guernsey, Switzerland, the Cayman Islands, and Singapore. As part of the deal, we also purchased a service company in Mauritius to provide operations and support services to the Cayman and Channel Islands banking and custody businesses. This transaction was completed in March 2018.

In February 2018, we entered into an agreement to acquire Deutsche Bank’s banking and custody business in the Cayman Islands, Jersey and Guernsey, which provide services primarily to financial intermediaries and corporate clients. The Bank began to onboard certain customer deposits relating to the acquisition in 2018, and this activity was completed in the first half of 2019.
In April 2019, we entered into an agreement to acquire ABN AMRO (Channel Islands) Limited which provides banking, investment management and custody products to three distinct client groups, including trusts, private clients, and funds in Jersey and Guernsey. The transaction completed in July 2019.

Our relationship-driven business model and international corporate clientèle have allowed us to develop a sticky deposit base with historically low funding costs. We believe our customers’ deposit activity has historically been relatively inelastic to deposit pricing given the nature of corporate activity and competition in retail deposit taking in our segments. From 2015 to 2019, customer deposits have grown at a CAGR of approximately 1% in Bermuda, 3% in the Cayman Islands, and 20% in the Channel Islands and the UK, taking into account the HSBC Cayman acquisition in November 2014 that added $0.5 billion of new deposits, the April 2016 acquisition of HSBC’s Bermuda trust business and private banking investment management operations that added $1.6 billion of new deposits, the Deutsche Bank's banking and custody businesses acquisition in February 2018 that added $0.9 billion of new deposits, and the ABN AMRO (Channel Islands) acquisition in April 2019 that added $3.5 billion in deposits. As at December 31, 2019, we had $12.4 billion in deposits at a cost of 0.47%, of which 18% were non-interest bearing demand deposits, 57% were interest bearing demand deposits with a weighted-average cost of 0.19%, and 25% were term deposits with a weighted-average cost of 1.45% and an average maturity of 86 days. We believe the market conditions in Bermuda, the Cayman Islands, and the Channel Islands will allow us to continue to benefit from favorable deposit pricing.

Consolidated Results of Operations and Discussion for Fiscal Years Ended December 31, 2016, 20152019, 2018 and 20142017
Net Revenue
20162019 vs. 20152018
Total net revenue before provision for credit losses and other gains and losses for 20162019 was $406.0$529.7 million, up $26.5$18.0 million, (7.0%)or 3.5%, from 2015.2018. Net interest income before provision for credit losses increased from $239.3$343.0 million in 20152018 to $258.5$345.7 million in 2016,2019, an improvement of $19.2$2.7 million, (8.0%). The increase in net interest income was driven primarily by higher average investment portfolio balances of $723.6 million, which were funded by an increase in deposits,or 0.8%, and a decrease in deposit liability costs of 9 basis points, which was driven by increases in loan interest, investment interest and deposits with banks primarily due to the repaymentacquisition of expensive depositsABN AMRO (Channel Islands). Loan interest income increased by $15.5 million to $234.0 million, the average volume of loans outstanding increased by $373.7 million principally as a result of the ABN AMRO (Channel Islands) acquisition, new residential mortgages underwritten in our UK jurisdiction. Slightly offsetting thesejurisdiction, increases was a decrease in related investmentgovernment lending in Bermuda and Cayman, and decreased yields of 21on loans by 11 basis points and a decrease indue to base rate decreases across all jurisdictions during the year. Investment interest income rose $5.2 million to $129.2 million, the average loan balancesvolume of $105.6 million. The overall NIMinvestments decreased by 3 basis points from 248$104.0 million, and yields on investments increased 18 basis points in 2015reaction to 245decreases in short-term US Treasury rates and re-balancing of the portfolio. Deposits with banks interest income rose $16.8 million, or 67.6%, the average volume increased $1,256.0 million due to the ABN AMRO (Channel Islands) acquisition, and yield increased 3 basis points. The total cost of deposits increased by $33.9 million or 192.3%, reflecting a 29 basis points in 2016.increase to 47 basis points. In addition, non-interest income was up $7.3$15.3 million, (5.2%)or 9.1%, principally attributable to increases in banking fees due to transaction volume on credit cards, increases in foreign exchange income due to increased trust and asset management revenues earned related to the recently acquired HSBC Bank Bermuda private banking investment management and trust businesses, along with organic business growthtransactional volume on foreign exchange transactions, as well as an overall increase in asset management, which was slightly offset by lower transaction volumetrust and custody fees due to the impact of the Deutsche Bank acquisitions in foreign exchange revenue.2018 and the ABN AMRO (Channel Islands) acquisition in 2019.

20152018 vs. 20142017
Total net revenue before provision for credit losses and other gains and losses for 20152018 was $379.5$511.7 million, up $6.1$64.1 million, (1.6%)or 14.3%, from 2014.2017. Net interest income before provision for credit losses increased from $238.5$289.7 million in 20142017 to $239.3$343.0 million in 2015,2018, an improvement of $0.8$53.2 million, (0.3%)or 18.4%. The increase in net interest income was driven primarily by higher average investment portfolio balances of $339.3 million, which were funded by an increase in deposits and a decrease in liability costs, which resulted from a decrease in interest expense on long-term debt of 7 basis points attributable to a decrease inboth the average volume of long-term debtloans outstanding and the yield on loans, which was marginally offsetdrove a $31.5 million increase to $218.5 million. The average volume of loans outstanding increased by $330.0 million principally as a decreaseresult of new residential mortgages underwritten in related investment yields of 19our UK jurisdiction. Yields on loans increased by 37 basis points anddue to base rate increases across all jurisdictions during the year. Further augmenting this was an increase in interest income on investments due to a decrease49 basis point increase in average loan balances of $48.3yield in reaction to increases in short-term US Treasury rates, which drove an increase in interest income on investments by $22.8 million. The overall NIM decreasedtotal cost of deposits increased by 267 basis points from 274to 18 basis points in 2014 to 248 basis points in 2015.points. In addition, non-interest income was up $5.3$10.9 million, (4.0%)or 6.9%, principally attributable to increased trust revenues earned fromas a result of the recently acquired Legis Group business, along with new business growthDeutsche Bank GTS acquisition, as well as increases in asset management, andbanking fees due to transaction volume increases in foreign exchange revenue.on credit cards.
Net Interest Income Before Provision For Credit Losses
Net interest income is the amount of interest earned on our interest-earning assets less interest paid on our interest bearing liabilities. There are several drivers of the change in net interest income, including changes in the volume and mix of interest-earning assets and interest bearing liabilities, their relative sensitivity to interest rate movements, and the proportion of non-interest bearing sources of funds, such as equity and non-interest bearing current accounts.

The following table presents the components of net interest income for the years ended December 31, 2016, 20152019, 2018 and 2014:2017:
 Year ended December 31, Year ended December 31
 2016 2015 2014 2019 2018 2017
(in millions of $) 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 
Average
balance
($)
 
Interest
($)
 
Average
rate
(%)
 Average
balance
($)
 Interest
($)
 Average
rate
(%)
 
Average
balance
($)
Interest
($)
Average
rate
(%)
 
Average
balance
($)
Interest
($)
Average
rate
(%)
 Average
balance
($)
Interest
($)
Average
rate
(%)
Assets  
  
  
  
  
  
        
 
 
  
 
 
  
Cash due from banks and
short-term investments
 2,655.3
 9.8
 0.37 % 2,407.9
 6.5
 0.27 % 1,752.9
 5.4
 0.31 %
Cash due from banks, securities purchased under agreements to resell, and short-term investments 3,233.3
41.6
1.29 % 1,977.3
24.8
1.26 % 2,372.7
17.2
0.72 %
Investment in securities 3,940.6
 77.2
 1.95 % 3,217.0
 69.6
 2.16 % 2,877.8
 67.7
 2.35 % 4,474.9
129.4
2.89 % 4,578.9
124.3
2.71 % 4,573.9
101.4
2.22 %
Loans 3,921.1
 188.0
 4.78 % 4,026.7
 186.5
 4.63 % 4,075.0
 192.0
 4.71 % 4,369.5
234.0
5.36 % 3,995.8
218.5
5.47 % 3,665.8
187.0
5.10 %
Interest earning assets 10,517.0
 275.0
 2.61 % 9,651.6
 262.6
 2.72 % 8,705.7
 265.1
 3.05 % 12,077.6
405.1
3.35 % 10,552.0
367.6
3.48 % 10,612.4
305.6
2.88 %
Other assets 343.4
 
 
 371.5
 
 
 410.8
 
 
 371.5
 
 350.7
 
 346.0
 
Total assets 10,860.4
 275.0
 2.53 % 10,023.1
 262.6
 2.62 % 9,116.5
 265.1
 2.91 % 12,449.1
405.1
3.25 % 10,902.7
367.6
3.37 % 10,958.4
305.6
2.79 %
Liabilities              
  
  
      
Deposits 7,733.8
 (11.8) (0.15)% 7,156.7
 (18.4) (0.26)% 6,741.6
 (20.9) (0.31)% 8,851.5
(51.5)(0.58)% 7,375.8
(17.6)(0.24)% 7,445.0
(10.9)(0.15)%
Securities sold under agreement to repurchase 16.0
 (0.1) (0.73)% 2.1
 
  % 22.0
 (0.1) (0.38)% 0.7

(2.12)% 1.6

(2.11)% 

—%
Long-term debt 117.0
 (4.5) (3.84)% 117.0
 (4.9) (4.15)% 117.2
 (5.6) (4.80)% 143.4
(7.9)(5.49)% 133.4
(6.9)(5.21)% 117.0
(5.0)(4.24)%
Interest bearing liabilities 7,866.8
 (16.4) (0.21)% 7,275.8
 (23.3) (0.32)% 6,880.8
 (26.6) (0.39)% 8,995.5
(59.4)(0.66)% 7,510.8
(24.6)(0.33)% 7,562.0
(15.9)(0.21)%
Non-interest bearing current accounts 2,042.5
     1,720.7
     1,211.0
  
  
 2,147.2
  2,231.8
  2,393.1
 
Other liabilities 123.7
     196.8
     187.2
  
  
 310.4
   281.0
   254.4
  
Total liabilities 10,033.0
 (16.4) (0.16)% 9,193.3
 (23.3) (0.25)% 8,279.0
 (26.6) (0.32)% 11,453.1
(59.4)(0.52)% 10,023.7
(24.6)(0.25)% 10,209.6
(15.9)(0.16)%
Shareholders' equity 827.4
     829.8
     837.5
  
  
 995.9
  879.0
  748.9
 
Total liabilities and shareholders' equity 10,860.4
     10,023.1
     9,116.5
  
  
 12,449.1
  10,902.7
  10,958.4
 
Non-interest bearing funds net of non-interest earning assets (free balance) 2,650.2
     2,375.8
     1,824.9
  
  
 3,082.1
   3,041.1
   3,050.3
  
Net interest margin   258.6
 2.45 %   239.3
 2.48 %  
 238.5
 2.74 %  345.7
2.86 %  343.0
3.25 %  289.7
2.73 %
20162019 vs. 20152018
Net interest income before provision for credit losses of $258.6$345.7 million in 20162019 represented an increase of $19.2$2.7 million (or 8.0%0.8%) over our net interest income before provision for credit losses in 2015.2018. Net interest income is generated largely by our main segments of Bermuda, Cayman, and Cayman segments, which accounted for 92.9% of total net interest income in 2016.Channel Islands and the UK. Interest income increased by $12.3$37.5 million in 2016,2019, which was driven by increased loan portfolio balances with decreased yields, decreased investment portfolio balances andwith increased income on deposits from higher balances, with a smaller increase in loan interest income driven by higher rates, despite a decrease in average balances. Investment interest income increased by $7.6 million, driven by an increase of $723.6 million in average investment balances, which was slightlyyields partially offset by a yield decrease of 21 basis points. The yield decrease resulted from a shortening of duration to approximately 3.4 years by year-end attributable to increased investments in shorter term structures and adjustable-rate US agency securities early in the year. During the year, this duration figure was lower than this and increased by year-end due to an increase in longer-duration held-to-maturity investments in the fourth quarter of 2016. The increase in investment balances was funded by an increase in the deposit balances and the cost of deposits, all of which were primarily fromattributable to the recentABN AMRO (Channel Islands) acquisition of HSBC's private banking investment management and trust businesses in Bermuda.a decreasing rate environment.
Loan interest income was higher in 20162019 by $1.5$15.5 million due primarily to a 15$373.7 million increase in average balances, partially offset by an 11 basis point decrease in yield. The increase in yield, which was slightly offset by a $105.6 million decrease in average balances. The decrease in balances was largely due to several large prepayments in corporate lending and slower new loan generation thanorigination in the prior year, while the increase in yield was due to the Bermuda corporate rateChannel Islands and the Cayman base rateUK, increases in December 2015government lending in reaction toBermuda and Cayman, as well as the US Federal Reserve target rate revision.ABN AMRO (Channel Islands) acquisition. The majority of the loan portfolio is on a floating rate basis, and utilizes US Federal Reserve rates as a repricing reference point. Therefore, movements in the US Federal Reserve rates can impact loan interest income if management elects to change base rates. During 2016,2019, there was an increase latewere three decreases in the fourth quarterUS Federal Reserve target rate.
Investment interest income increased by $5.2 million, driven by an 18 basis point rise in yield partially offset by a decrease of $104.0 million in average investment balances. The improved yield resulted from the re-balancing of our investment portfolio in late 2018 by selling floating rate notes for fixed in order to lock in fixed rates in anticipation of potential US Federal Reserve rate cuts in 2019. The overall duration of the Bermuda and Cayman base rate with no changes in the remaining jurisdictions.

portfolio at year-end was 3.5 years, a decrease of 0.5 years from 2018.
Interest bearing liability costs decreased by 11increased to 66 basis points, resultingwhich resulted in a decreasean increase in interest expense of $6.9by $34.8 million, attributable to lower rates onthe increase in the average interest bearing deposit rates and the repaymentbalances of the more expensive UK deposits, despite an increase of $577.1$1,475.7 million, in average interest bearing deposits. Interest bearing deposit rates decreasedprincipally due to the ABN AMRO (Channel Islands) deposits which had a varietyhigher cost of rate revisions in all jurisdictions.funding.
Average free balances for 20162019 were $2.7$3.1 billion (2015: $2.4(2018: $3.0 billion), including non-interest bearing current accounts of $2.0$2.1 billion (2015: $1.7(2018: $2.2 billion), shareholders' equity of $827.4$995.9 million (2015: $829.8(2018: $879.0 million), net of other assets and other liabilities totaling $219.7$61.1 million (2015: $174.7(2018: $69.7 million). See "Risk Management" for more information on how interest rate risk is managed.
20152018 vs. 20142017
Net interest income before provision for credit losses of $239.3$343.0 million in 20152018 represented an increase of $0.8$53.2 million (or 0.3%18.4%) over our net interest income before provision for credit losses in 2014.2017. Net interest income is generated largely by our Bermuda and Cayman segments, which accounted for 88.6%89.9% of total net interest income.income in 2018. Interest income decreasedincreased by $2.5$62.0 million in 2018, which was driven by lowerincreased loan income, offset by improvedportfolio balances and yields, increased yields on the investment portfolio performance and increased income on deposits. Investment income increased by $1.8 million, driven by an increase of $339.2 million in average balances, which was slightlypartially offset by a yield decreaseslight increase in the cost of 19 basis points. The yield decrease resulted from unfavorable prepayment speeds on US agency securities despite a shorteningdeposits, all of duration to approximately 3.5 yearswhich were attributable to increased investments in adjustable-rate US agency securities. The increase in investment balances increase was funded by an increase in deposits primarily from an increase in commercial deposits.a rising rate environment.
Loan interest income was higher in 2015 was lower2018 by $5.5$31.5 million due primarily to a $48.3$330.0 million decreaseincrease in average balances, and an 8as well as a 37 basis point decreaseincrease in yield. The decreaseincrease in average balances was largely due to several large prepaymentsan increase in corporate lending and slower new loan generation thanresidential mortgages underwritten in the prior year,our UK jurisdiction, while the decreaseincrease in yield was due to numerous smaller factors.the Bermuda and the Cayman base rate increases during the year in reaction to the US Federal Reserve target rate increases, as well as the Channel Islands and the UK base rate increase in reaction to the Bank of England target rate increase. The majority of the loan portfolio is on a floating rate basis, and utilizes base rates which utilize US Federal Reserve rates as a repricing

reference point. Therefore, movements in the US Federal Reserve rates can impact loan interest income if management elects to change base rates. During 2015,2018, there was no changewere four increases in the US Federal Reserve target rate.
Investment interest income increased by $22.8 million, driven by an increase of $5.0 million in average investment balances, which benefited from a 49 basis point rise in yield. The improved yield resulted from increases in our floating rate portfolio in reaction to the base rates chargedUS Federal Reserve target rate increases during the year, as well as a additions to loanshigher yielding investments in any jurisdictions.the HTM portfolio of $684.2 million. The overall duration of the portfolio at year-end was 4.0 years, an increase of 0.9 from 2017.
Interest bearing liability costs decreased by 7increased to 33 basis points, driving a decreasewhich resulted in an increase in interest expense of $3.3by $8.7 million, largely fromattributable to an increase in the long-term debt paydown of $90 million in January 2014 and lower rates on interest bearing deposit balances in 2015. Interest bearing deposit rates decreased due to a variety of rate revisions in all jurisdictions.paid, principally on term deposits.
Average free balances for 20152018 were $2.4$3.0 billion (2014: $1.8(2017: $3.1 billion), including non-interest bearing current accounts of $1.7$2.2 billion (2014: $1.2(2017: $2.4 billion), shareholders' equity of $829.8$879.0 million (2014: $837.5(2017: $748.9 million), net of other assets and other liabilities totaling $174.7$69.7 million (2014: $223.6(2017: $91.6 million). See "Risk Management" for more information on how interest rate risk is managed.
Provision for Credit Losses
2019 vs. 2018
Our net provision for credit losses in 20162019 was $4.4a release of $0.2 million compared to a release of $7.0 million in 2018. Provision releases were primarily a result of $5.7 million of releases from general reserves, due principally to qualitative factor revisions for UK residential real estate lending as well as decreases in 2015,the historical loss rates within the Commercial and Residential sectors as a decreaseresult of $1.3improving credit markets in our key jurisdictions. Offsetting this was $5.5 million of incremental specific provisions, relating principally to consumer loans and residential mortgages. Group non-accrual loans increased $1.7 million to $50.4 million in 2019, principally as a result of net additional loans changing to non-accrual during the year.
2018 vs. 2017
Our net provision for credit losses in 2018 was a release of $7.0 million compared to a release of $5.8 million in 2017, an increase in the release by $1.2 million. IncrementalProvision releases were primarily a result of $11.9 million of releases from general reserves, due principally to qualitative factor revisions for commercial and residential real estate lending as a result of evidence of improving credit markets in our key jurisdictions. Partially offsetting this was $5.0 million of incremental specific provisions, relating principally to commercial loans and residential mortgages. In comparison, in 2017, we had a net release out of provisions of $5.8 million were requireddue principally to qualitative factor revisions for general reserves pertaining to commercial and residential real estate lending as a result of evidence of improving credit markets in our key jurisdictions, which was partially offset by recoveries of $1.4 million. In comparison, in 2015, we requiredcertain incremental provisions relating to specific reserves, of $8.6 million that were partially offset by recoveries of $2.9 million.relating principally to commercial loans and residential mortgages. Recoveries on consumer and residential mortgages were 93%95% of 20162018 recoveries and 66%92% of 20152017 recoveries. The 2016 incremental provisions were comprised of $3.0 million against impaired loans and $2.8 million against unimpaired loans, versus $6.5 million and of $2.1 million respectively for 2015. The declinedecrease in 2016 impaired charges relatedprovision expenses relate primarily to a reduction in Bermuda residential credit losses, demonstrating the stability of our domestic credit markets. This is further evidenced by a reduction inGroup non-accrual loans which decreased $16.8increased $4.8 million to $48.5$48.7 million in 2016.
Our net provision for credit losses in 2015 was $5.7 million compared2018, principally as a result of a Barbados sovereign loan changing to $8.0 million in 2014, a decrease of $2.3 million. Incremental provisions of $8.6 million were required principally for specific reserves discussed above, partially offset by recoveries of $2.9 million. In comparison, in 2014, we required incremental provisions relating to specific reserves of $10.4 million that were partially offset by recoveries of $2.3 million. Recoveries on consumer and residential mortgages were 66% of 2015 recoveries and 97% of 2014 recoveries. The 2015 incremental provisions were comprised of $6.5 million against impaired loans and $2.1 million against unimpaired loans, versus $12.0 million and a release of $1.6 million respectively for 2014. The decline in 2015 impaired charges related primarily to a $4.1 million reduction in Bermuda residential credit losses. The 2015 increase in credit losses for unimpaired loans was spread across all jurisdictions due to increases in deemed country concentration risk.


non-accrual during the year.
Other Gains (Losses)
The following table represents the components of other gains (losses) for the years ended December 31, 2016, 20152019, 2018 and 2014:2017:
  
For the year ended
December 31,
 Dollar Change Percent Change
(in thousands of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015
Net trading gains (losses) 715
 (562) 10,070
 1,277
 (10,632) (227.2)% (105.6)%
Net realized gains (losses) on available-for-sale investments 1,546
 (4,407) 8,680
 5,953
 (13,087) (135.1)% (150.8)%
Net realized / unrealized gains (losses) on other real estate owned (440) 277
 (1,804) (717) 2,081
 (258.8)% (115.4)%
Impairment of fixed assets 
 (5,083) (1,986) 5,083
 (3,097) (100.0)% 155.9 %
Net gain on sale of equity method investments 
 
 277
 
 (277)  % (100.0)%
Net other gains (losses) (807) 338
 451
 (1,145) (113) (338.8)% (25.1)%
Other gains (losses) 1,014
 (9,437) 15,688
 10,451
 (25,125)
(110.7)% (160.2)%
  For the year ended December 31, Dollar Change Percent Change
(in thousands of $) 201920182017 2018 to 20192017 to 2018 2018 to 20192017 to 2018
Net gains (losses) on equity securities 925
(329)511
 1,254
(840) (381.2)%(164.4)%
Net realized gains (losses) on available-for-sale investments 1,624
1,100
4,186
 524
(3,086) 47.6 %(73.7)%
Net gains (losses) on other real estate owned (5)(322)(2,383) 317
2,061
 (98.4)%(86.5)%
Net other gains (losses) 223
(1,304)(1,045) 1,527
(259) (117.1)%24.8 %
Total other gains (losses) 2,767
(855)1,269
 3,622
(2,124)
(423.6)%(167.4)%
Net Trading Gainsgains (losses) on equity securities
A $0.7$0.9 million gain was recorded with respect to tradingequity securities at fair value in 20162019 compared to net trading losses of $0.6$0.3 million in 2015. These gains were as a result of a determination made in 2015 that certain securities classified as AFS for our operations in Guernsey2018 and the UK should have been classified as trading securities since 2011. These securities were sold by the second quarter of 2016 in both jurisdictions. The net change in unrealized gains (losses) on these securities was $0.1 million of net gains of $0.5 million in 2016, and $0.7 million of net2017. The gains in 2019 reflected higher mark-to-market gains on equity securities. The losses in 2015 and $9.9 million2018 reflected losses on equity securities. The gains in 2014 which are classified as non-core. The increase was due primarily to2017 reflected pricing movements in long-term US treasury rates prior to the liquidation date.on certain equity securities.
Net Realized Gains (Losses) on Available-For-Sale Investments
Net realized gains of $1.5$1.6 million were recorded in 20162019 and $1.1 million in 2018. In 2019, primarily as a result of the rebalancing of our investment portfolio resulting in the sale of our remaining corporate debt and commercial mortgage-backed securities and the sale of a US Treasury security and liquidation proceeds from a former investment as detailed below. In 2018, the gain was a result of the sale of certain investments from our US government and federal agency portfolio whereand liquidation proceeds from a former investment as detailed below. In both 2019 and 2018, the proceeds from the sale of the above-mentioned investments were used to acquire long-term held-to-maturity investments. In 2015, we recorded a $4.4 million net realized loss on the sale of certain lower-yielding investments from our US government and federal agency portfolio.securities for either our AFS or HTM portfolios.
In 2014, we recordedIncluded in this amount in 2019 was a $8.7$1.0 million net realized gain on the receipt of liquidation proceeds from our former investment in the Avenir Pass-through Note, which was formerly a structured investment vehicle. In 2016,2017 and 2018, we received a further $0.6$2.6 million and $1.2 million, respectively, in liquidation proceeds from this same investmentinvestment. Management considers these gains in 20142017, 2018 and 20162019 to be non-core.
Net Realized/Unrealized Gains (Losses) on Other Real Estate Ownedother real estate owned
Valuation adjustments and realized gains and losses related to real estate held for sale were losses of $0.4 million$5.0 thousand in 20162019 compared to gainslosses of $0.3 million in 2015,2018 and $2.4 million in 2017. In 2019, these small losses were attributable to the revaluation of properties offset by the gain on the sale of a property in Bermuda. In 2018, these losses were attributable largely to the salerevaluation of certainseveral properties in Bermuda and Cayman triggering a small loss relative toBermuda. In 2017, these gains under similar circumstances booked in 2015 and valuation losses in 2014.
Impairment of Fixed Assets
We conduct annual property impairment assessments on our properties held for sale and rent as well as other fixed assets, which resulted in no write downs in 2016. In 2015, there were $5.1 million in write-downs as a result of an impairment in the UK's core banking system dueattributable largely to the planned orderly wind-downrevaluation of the deposit taking, investment management and custody businesses, which impacted the recoverable value of this asset to the UK operations during the wind-down period. In 2014, there were $2.0 milliontwo properties in write-downs to reflect current market values of properties held for sale and rent.Bermuda.

Net Other Gains (Losses)
Net other lossesgains were $0.8$0.2 million in 20162019 compared to net other gainslosses of $0.3$1.3 million in 20152018 and $0.5$1.0 million in 2014.2017. The gains in 2019 are principally the result of the sale of a fixed asset. The losses in 2018 are principally the result of a non-core defined pension plan settlement loss incurred in the UK. Included in the 20162017 results is the non-core realized losses relating to a revision to the contingent consideration in the Legis acquisition from 2014 due to positive results during the pre-determined earn-out period which revised the estimated payments,write-off of a fees receivable balance partially offset by non-core realizedrepricing gains relating to the contingent consideration in the HSBC Bermuda acquisition due to slightly lower referred business than the initial estimate. Included in the 2014 results is the non-core realized gain relating to the disposal of the Bank's investment in aon certain private equity holding offset by business acquisition costs relating to the Legis acquisition.investments.
Net Gain on Sale of Equity Method Investments
During 2014, we received $0.3 million in additional sale consideration for the 2012 disposal of Island Heritage Holdings Ltd. Management considered this gain in 2014 to be non-core.
Non-Interest Income
Non-interest income represents capital efficient and stable revenue sources for the Group. Non-interest income is a function of a number of factorsderived primarily from banking, including the composition and value of client assets undercards, foreign exchange commissions, asset management and administration, the volume and nature of clients' transaction activities, and the types of products and services our clients use.fees as well as trust fees. Our trust fee structure provides for varied pricing that depends primarily on the valuesize of client assetsthe relationship and the nature of services provided. As a result, it is not always possible to draw a direct relationship between the value of client assets and the level of non-interest income, though the trend of non-interest income generally follows the trend in client asset levels.

Total non-interest income increased from $140.2$168.7 million in 20152018 to $147.5$184.0 million in 2016.2019. Non-interest income as a percentage of total net revenue before provision for credit losses and other gains and losses decreasedincreased slightly from 36.9%32.5% in 20152018 to 36.3%34.7% in 2016 due to a higher relative increase in net interest income.2019.
Total non-interest income increased from $134.8$157.8 million in 20142017 to $140.2$168.7 million in 2015.2018. Non-interest income as a percentage of total net revenue before provision for credit losses and other gains and losses increaseddecreased slightly from 36.1%34.8% in 20142017 to 36.9%32.5% in 2015.2018.
The following table presents the components of non-interest income for the years ended December 31, 2016, 20152019, 2018 and 2014:2017:
 
For the year ended
December 31,
  Dollar change  Percent change For the year ended December 31,  Dollar change  Percent change
(in thousands of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 201920182017
2018 to 20192017 to 2018
2018 to 20192017 to 2018
Asset management 21,106
 18,910
 17,728
 2,196
 1,182
 11.6 % 6.7 % 28,721
25,603
24,711
 3,118
892
 12.2 %3.6%
Banking 39,342
 35,221
 34,280
 4,121
 941
 11.7 % 2.7 % 49,347
45,010
43,772
 4,337
1,238
 9.6 %2.8%
Foreign exchange revenue 30,606
 31,896
 29,379
 (1,290) 2,517
 (4.0)% 8.6 % 37,001
32,895
32,222
 4,106
673
 12.5 %2.1%
Trust 44,060
 40,264
 38,268
 3,796
 1,996
 9.4 % 5.2 % 51,220
51,004
44,936
 216
6,068
 0.4 %13.5%
Custody and other administration services 8,883
 9,522
 10,166
 (639) (644) (6.7)% (6.3)% 12,868
9,262
8,149
 3,606
1,113
 38.9 %13.7%
Other non-interest income 3,476
 4,359
 5,009
 (883) (650) (20.3)% (13.0)% 4,818
4,912
4,035
 (94)877
 (1.9)%21.7%
Total non-interest income 147,473
 140,172
 134,830
 7,301
 5,342
 5.2 % 4.0 % 183,975
168,686
157,825
 15,289
10,861
 9.1 %6.9%
Asset Management
Asset management revenues are generally based on the market value of assets managed and the volume of transactions and fees for other services rendered. We provide asset management services from our offices in Bermuda, the Cayman Islands, Guernsey and the UK.Channel Islands. Revenues from asset management were $21.1$28.7 million in 2016,2019, compared to $18.9$25.6 million in 2015,2018, and $17.7$24.7 million in 2014.2017.
The table that follows shows the changes in the year-end values of clients' assets under management, sub-divided between those managed for clients on a discretionary basis and client funds invested in mutual funds that Butterfield manages ("Butterfield Funds"):
 
Year ended
December 31,
  Dollar Change Year ended December 31,  Dollar Change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 201920182017 2018 to 20192017 to 2018
Butterfield Funds 1,808
 1,871
 2,164
 (63) (293) 2,157
2,058
2,099
 99
(41)
Other assets under management 2,885
 1,741
 1,638
 1,144
 103
 3,491
2,786
2,947
 705
(161)
Total assets under management 4,693
 3,612
 3,802
 1,081
 (190) 5,648
4,844
5,046
 804
(202)
20162019 vs. 20152018
Assets underAsset management fees are generated primarily from management fees earned from Butterfield Funds and discretionary portfolios, as well as custody and brokerage fees. AUM were $4.7$5.6 billion as ofat December 31, 2016,2019, compared to $3.6$4.8 billion as ofat December 31, 2015.2018. The increase in AUM increase was driven bylargely a result of overall valuation increases in the stock and bond markets as well as the acquisition of ABN AMRO (Channel Islands). In line with the HSBC asset management businessincrease in Bermuda. This AUM, increase was tempered by the loss of $0.2 billion of AUM resulting from the orderly wind-down of our asset management practice in the UK. The newly acquired business in Bermuda led to an increase of $5.0 million in asset management fees slightly offsetearned increased by $1.8$3.1 million or 12.2% in 2019, compared to 2018.
2018 vs. 2017
AUM were $4.8 billion as at December 31, 2018, compared to $5.0 billion as at December 31, 2017. The decrease in AUM was largely a result of lost revenue froma decrease in valuation of the UK. Theinvestments within the Butterfield Funds were relatively stable in terms of AUM, with the money market fund showing signs of recovery after several years of decline due to low interestmarket performance. In spite of this, asset management fees earned on Butterfield Funds increased by $1.7 million due to increased management fee rates which impactedapplied to certain of the returns.Butterfield Funds as well as several corporate clients transferring their mandates to the Butterfield Funds from discretionary portfolios.
The remaining asset management fees are generated primarily from management fees on discretionary portfolios other than Butterfield Funds, as well as custody and brokerage fees. CustodyManagement fees were relatively unchanged at $0.7 million and brokerage feeson the other mutual funds decreased by $0.9$1.1 million to $2.0 million primarily as a result of the orderly wind-downdecreased AUM in the UK, and to a lesser extent, a decrease in the volume of brokerage generating transactions.
2015 vs. 2014
Assets under management were $3.6 billion as of December 31, 2015, compared to $3.8 billion as of December 31, 2014. The Butterfield Funds decreased by $0.3 billion as clients continued to withdrawthose funds from the money market fund. Market appreciation continued to be insignificant due to the majority of the balance being held in zero-yielding money market funds. On an average basis, AUM ofaforementioned transfer to the Butterfield Funds declined by 8% to $2.1 billion as of December 31, 2015 from $2.3 billionwell as of December 31, 2014. In spite of this, asset management revenue generated by the Butterfield Funds increased by $1.9 million to $7.0 million for the year ended December 31, 2015, which was driven primarily by placement fees earned upon the launch of a new private equity fund in 2015 and higher average rates earned on money market funds owing to short-term interest rates.
The overall decline in AUM was partly offset by an increase of $0.1 billion in the discretionary portfolios, due primarily to growth in the number of high net worth private clients. However, on an average basis, AUM on the discretionary portfolios remained stable at $1.7 billion. Discretionary portfolios typically returned between 1% to 2% throughout the year, which was was partly offset by unfavorable foreign exchange movements on the European portfolios. Overall, this led to a decrease in asset management revenue generated by the discretionary portfolios of $0.1 million to $8.0 million for the year ended December 31, 2015.
The remaining asset management fees are generated primarily from custodyseveral lost customers. Custody and brokerage fees each of which decreasedincreased by $0.3 million for the year ended December 31, 2015 to $0.7$2.1 million, and $2.9 million, respectively, due topredominantly as a decreaseresult of a slight increase in volume of assets under custody and a decrease in volume of transactions generating brokerage commission.commission from transaction volume.

Banking
We provide a full range of community, commercial, and private banking services in select jurisdictions. Banking services are offered to individuals and small to medium-sized businesses through branch locations, internet banking, automated teller machines, debit and credit cards, and mobile banking in Bermuda and the Cayman Islands, while private banking services are offered in Bermuda, the Cayman Islands, and Guernsey. Banking revenues reflect loan, transaction processing, and other fees earned in these jurisdictions. During 2016, we announced the orderly wind-down of our private banking and asset management businesses in the UK, which was completed by the second quarter.
Banking fee revenues increased by 11.7%9.6% in 20162019 to $39.3$49.3 million, compared to $35.2$45.0 million in 2015,2018, due primarily to higherfurther increases in credit card activity, and increased fees resulting from the acquisition of ABN AMRO (Channel Islands).
Banking fee revenues increased by 2.8% in 2018 to $45.0 million, compared to $43.8 million in 2017, due primarily to further increases in credit card activity, and revised fee schedules in several jurisdictions and increased overdraft fees in 2016.2018.
Banking fee revenues increased by 2.7% in 2015 to $35.2 million, compared to $34.3 million in 2014, due primarily to higher credit card activity and increased wire fees in 2015, which were partially offset by the termination of a tailor-made banking product for one of our major clients in Guernsey in 2015, decreased electronic banking revenues due to the release of a collections reserve in 2014, and a large volume of loan exit fees charged in 2014 on repayment of some significant commercial facilities.
Foreign Exchange
We provide foreign exchange services in the normal course of business in all jurisdictions. The major contributors to foreign exchange revenues are Bermuda and the Cayman Islands, accounting for 90%84% of our foreign exchange revenue (2015: 87%(2018: 93%; 2014: 86%2017: 92%). We do not maintain a proprietary trading book. Foreign exchange income is generated from client-driven transactions and totaled $30.6$37.0 million in 2016,2019, compared to $31.9$32.9 million in 20152018 and $29.4$32.2 million in 2014.2017. The $1.3$4.1 million decreaseincrease from 20152018 to 2016 reflects decreased2019 primarily resulted from increased revenues relating to the ABN AMRO (Channel Islands) acquisition and increased client activity and related volumes in both retail and institutional foreign exchange flows. The $2.5$0.7 million increase from 20142017 to 20152018 reflects further increased client activity and related volumes in both retail and institutional foreign exchange flows.
Trust
We provide both personal and institutional fiduciary services from our operations in Bermuda, The Bahamas, the Cayman Islands, Guernsey, Singapore and Switzerland. Revenues are derived from a combination of fixed fees, fees based on the market valuessize and complexity of assets held inthe trust relationship and fees based on time spent in relation to the range of personal trust and company administration services and pension and employee benefit trust services we provide.
In 2016,2019, trust revenues represented 29.9%27.8% of our non-interest income, down from 30.2% in 2018. In 2019, trust revenues totaled $51.2 million, an increase of $0.2 million or 0.4% over 2018.
In 2018, trust revenues represented 30.2% of our non-interest income, up from 28.7%28.5% in 2015.2017. In 2016,2018, trust revenues totaled $44.1$51.0 million, an increase of $3.8$6.1 million or 9.4%13.5% over 2015,2017, attributable largely to an additional revenue as a result of the acquisition of the Bermuda Trust Company Limited, which was acquired from HSBC Bank Bermuda Limited on April 1, 2016. Revenue growth was supported byDeutsche Bank's GTS businesses in March 2018, as well as structured, proactive business development activities. Improved new business results were seen in all of our businesses in both personal and institutional fiduciary services.
In 2015, trust revenues represented 28.7% of our non-interest income, up from 28.4% in 2014. In 2015, trust revenues totaled $40.3 million, an increase of $2.0 million or 5.2% over 2014, attributable largely to the acquisition of the Legis Group business, which closed on April 1, 2014. Revenue growth was supported by structured, proactive business development activities.
Trust assets under administrationAUA were $82.4$91.7 billion at the end of 20162019 compared to $81.8$96.1 billion at the end of 2015, an increase2018, a decrease of $0.6$4.4 billion or 0.7%4.6%, which is attributable largely from new business from the recent HSBC trust acquisition in Bermuda, partially offsetto a strategic decision to exit certain customer relationships. Trust AUA increased by unfavorable foreign exchange movements. Trust assets under administration decreased $2.6$0.7 billion or 3.0%0.7% from 20142017 to 2015,2018, which was againis attributable largely to unfavorable foreign exchange movements.the addition of AUA as a result of the acquisition of Deutsche Bank’s Global Trust Solutions in March 2018, as well as revisions to the value of the AUA.
Custody and Other Administration Services
Custody fees are generally based on market values of assets in custody, the volume of transactions and flat fees for other services rendered. We provide custody services from our offices in Bermuda, the Cayman Islands, Guernsey, and the UK, and other administration services — primarily administered banking — in Guernsey.Jersey. In 2016,2019, revenues were $8.9$12.9 million, a slight decreasean increase of $0.6$3.6 million from 2015 due2018 partially as a result of the aforementioned acquisition of ABN AMRO (Channel Islands) and from a full year's activity related to lower transaction volumesthe clients onboarded late in 2018 and expired mandates.in the first quarter of 2019 from the Deutsche Bank’s Global Trust Solutions acquisition in 2018. From 20142017 to 2015,2018, revenues decreased slightlyincreased by $0.6$1.1 million due to lower transaction volumes and expired mandates.as a result of the aforementioned acquisition of Deutsche Bank's GTS businesses.
Total assets under administrationAUA for the custody and other administration services business (which includes the administered banking services operations provided by our Guernsey business) were $24.7$30.3 billion on December 31, 2016, down2019, up from $39.2$24.5 billion on December 31, 2015, compared to $42.52018 and $27.5 billion on December 31, 2014.2017.
Other Non-Interest Income
The components of our other non-interest income for the years ended December 31, 2016, 20152019, 2018 and 20142017 are set forth in the following table:
 
Year ended
December 31,
 Dollar Change Percent Change Year ended December 31, Dollar Change Percent Change
(in thousands of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 201920182017 2018 to 20192017 to 2018 2018 to 20192017 to 2018
Net share of earnings from equity method investments 1,175
 979
 834
 196
 145
 20.0 % 17.4 % 331
1,122
1,091
 (791)31
 (70.5)%2.8 %
Rental income 1,104
 1,379
 2,726
 (275) (1,347) (19.9)% (49.4)% 1,211
1,087
1,714
 124
(627) 11.4 %(36.6)%
Other 1,197
 2,001
 1,449
 (804) 552
 (40.2)% 38.1 % 3,276
2,703
1,230
 573
1,473
 21.2 %119.8 %
Total other non-interest income 3,476
 4,359
 5,009
 (883) (650) (20.3)% (13.0)% 4,818
4,912
4,035
 (94)877
 (1.9)%21.7 %
In 2016,2019, we recorded our net share of earnings from equity pickup incomemethod investments as a gain of $1.2$0.3 million, an increase of $0.2a $0.8 million from the prior yeardecrease due to higherlower earnings by equity method investments. From 20142017 to 2015,2018, equity pickup was flat. Rental income increased by $0.1 million due to higher earnings by equity method investments. Rental income decreased by $0.3 million to $1.1$1.2 million in 2016 due to a reduction in rented properties,2019 and decreased by $1.3$0.6 million from 20142017 to 20152018 due to the sale of a reductionrented property in rented properties.early 2018. Included in the "Other" category are maintenance fees from leased premises director's fee income, and other miscellaneous income.

Non-Interest Expenses
Expense management continued to be a key focus in 20162019, however we continued to incur costs associated with our US listing, primarily Sarbanes-Oxley related consultancy costs, as we continue to adapt to the low interest rate environment.well as an increase in salaries and benefit costs. Total non-interest expenses in 20162019 were $286.0$356.9 million compared to $285.2$321.3 million in 20152018 and $273.0$300.3 million in 2014.2017. These figures include non-core expenses in 2016, 20152019, 2018 and 20142017 of $22.4$21.8 million, $30.4$1.5 million and $16.0$8.1 million, respectively. After adjusting for these non-core items, 20162019 core expenses were down $8.7up $15.3 million (3.4%(4.8%) with ana slight increase in core efficiency ratio to 62.2% from 61.5% in 2018. From 2017 to 2018, core expenses increased by $27.6 million (9.4%) with a corresponding improvement in core efficiency ratio to 63.8%61.5% from 66.0%64.3% in 2015. From 2014 to 2015, core expenses were down $2.2 million (0.9%) with an improvement in core efficiency ratio to 66.0% from 67.7% in 2014.2017.

In 2016,2019, salaries and other employee benefits accounted for 49.0%51.5% of non-interest expenses, with technology and communications and property making up 27.4%24.3% combined.
The following table presents the components of non-interest expenses for the years ended December 31, 2016, 20152019, 2018 and 2014:2017:
 
Year ended
December 31,
 Dollar Change Percent Change Year ended December 31, Dollar Change Percent Change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 201920182017 2018 to 20192017 to 2018
2018 to 20192017 to 2018
Salaries and other employee benefits 140.0
 134.9
 129.8
 5.1
 5.1
 3.8 % 3.9 % 183.7
159.8
145.1
 23.9
14.7
 14.9%10.1 %
Technology and communications 57.4
 57.1
 57.1
 0.3
 
 0.5 %  % 62.6
60.3
54.0
 2.4
6.3
 3.9%11.7 %
Property 21.0
 21.5
 24.3
 (0.5) (2.8) (2.3)% (11.5)% 24.2
21.8
19.9
 2.4
1.9
 10.8%9.5 %
Professional and outside services 18.9
 27.6
 24.0
 (8.7) 3.6
 (31.5)% 15.0 % 28.0
26.0
27.2
 1.9
(1.2) 7.4%(4.4)%
Indirect taxes 16.4
 13.9
 14.2
 2.5
 (0.3) 18.0 % (2.1)% 21.1
19.5
18.1
 1.6
1.4
 8.3%7.7 %
Amortization of intangible assets 4.5
 4.4
 4.3
 0.1
 0.1
 2.3 % 2.3 % 5.5
5.1
4.2
 0.4
0.9
 7.1%21.4 %
Marketing 4.5
 3.9
 3.8
 0.6
 0.1
 15.4 % 2.6 % 8.1
6.1
5.7
 1.9
0.4
 31.6%7.0 %
Restructuring costs 6.3
 2.2
 
 4.1
 2.2
 186.4 %  % 

1.8
 
(1.8) %(100.0)%
Non-service employee benefits expense 5.6
5.6
8.1
 0.1
(2.5) 1.4%(30.9)%
Other non-interest expenses 17.0
 19.7
 15.5
 (2.7) 4.2
 (13.7)% 27.1 % 18.2
17.2
16.3
 1.1
0.9
 6.3%5.5 %
Total non-interest expenses 286.0
 285.2
 273.0
 0.8
 12.2
 0.3 % 4.5 % 356.9
321.3
300.3
 35.6
21.0
 11.1%7.0 %
Non-core items (Non-GAAP) (22.4) (30.4) (16.0) 8.0
 (14.4) (26.3)% 90.0 % (21.8)(1.5)(8.1) (20.3)6.6
 1,353.3%(81.5)%
Core non-interest expenses (Non-GAAP) 263.5
 254.8
 257.0
 8.7
 (2.2) 3.4 % (0.9)% 335.1
319.8
292.2
 15.3
27.6
 4.8%9.4 %
For a full reconciliation of GAAP net income to core net income, please see "Selected Consolidated Financial Data — Reconciliation of Non-GAAP Financial Measures".
Salaries and Other Employee Benefits
Total salaries and other employee benefits costs were $140.0$183.7 million in 2016,2019, up $5.1$23.9 million compared to 2015.2018. Included in 2016 expenses2019 were $11.3(i): $16.0 million of severance, early retirement and project-related non-core costs, compared to $8.7 million of severance and project-related non-core costs in 2015 and $5.6 million in 2014. These 2016 amounts are primarily composed of $8.5 million of costs associatedrelation with the vesting of the outstanding 2010 legacy performance options. The remaining amounts in 2016 and prior period amounts are composed of (i) $1.8 million in 2016, $8.1 million in 2015 and $2.7 million in 2014 in severance and early retirement with the increaseprograms (nil million in 2015 driven largely by compensation paid to former senior executives who stepped down from their positions during 2015;2018, and $0.2 million in 2017); and (ii) nil in 2016, $0.4 million in 2015 and $2.42019, nil million in 20142018, and $0.6 million in 2017 relating to the extensive review and account remediation exercise to determine the US tax compliance status of US person account holders; and (iii) $1.0 million in 2016, $1.0 million in 2015 and $0.5 million in 2014 attributable to business acquisition costs relating to the HSBC Bermuda acquisition completed in 2016 which were incurred in 2015 and 2016 and Legis and HSBC Cayman acquisitions in 2014.holders.
Core salaries, which exclude these amounts, and other employee benefits costs were $128.7$167.7 million in 2016,2019, up $2.5$7.9 million compared to 20152018 primarily due to the acquisition of ABN AMRO (Channel Islands) and the Halifax service center expansion. From 2017 to 2018, core salaries increased post-retirement medical costs associated with financial crime$15.5 million due to an increase in discretionary compensation expense, and tax reporting compliance, a slightan increase due to headcount increases as a result of the recent acquisition which was slightly offset by favorable foreign exchange fluctuations from foreign-denominated subsidiaries. From 2014 to 2015, core salaries increased $2.1 million due to increased costs resulting from higher healthcare costs, which were partially offset by a headcount reductionthe acquisition of Deutsche Bank's GTS business and favorable foreign exchange fluctuations from foreign-denominated subsidiaries.its banking and custody business in the Cayman and Channel Islands completed during 2018.
Headcount on a full-time equivalency basis at the end of 20162019 was 1,240,1,512, compared to 1,1411,373 in 20152018 and 1,1641,190 in 2014.2017. The increase from 20152018 to 20162019 was a result of staff increases resulting from the HSBC BermudaHalifax service center expansion and the ABN AMRO (Chanel Islands) acquisition. The decreaseincrease from 20142017 to 20152018 was a result of certain expired mandates in administered banking and trust services, as well as a decrease in temporary staffing (included in full-time equivalent) that were involved in the integration oftwo acquisitions in the prior year, as well as the tax compliance review.completed during 2018.
Technology and Communications
Technology and communication costs reflect expenses relating to the support for our IT infrastructure and increased slightly to $57.4from $60.3 million in 20162018 to $62.6 million in 2019 primarily due to increased depreciation. In 2015 and 2014,the acquisition of ABN AMRO (Channel Islands) in July 2019. From 2017 to 2018, technology and communications costs remained constant at $57.1 million.increased by $6.3 million to $60.3 million due to increased support services provided during the year.
Property
Property costs, which reflect occupancy expenses, building maintenance, and depreciation of property, plant and equipment, were $21.0$24.2 million in 2016, down $0.52019, up $2.4 million from $21.5$21.8 million recorded in 20152018 due primarily to reduced electrical costs from ongoing implemented cost savings initiatives in one our jurisdictions, offset by increased file storage costs.the ABN AMRO (Channel Islands) acquisition.
From 20142017 to 2015,2018, property costs decreasedincreased by $2.8$1.9 million due primarily to decreased property managementthe costs associated with the build out for new operations in Jersey, Singapore and maintenance costs resulting from the sale of hotel properties in the third quarter of 2015, as well as reduced electrical costs due to ongoing implemented cost savings initiatives.

Mauritius.
Professional and Outside Services
Professional and outside services primarily include consulting, legal, audit and other professional services. The 20162019 expense of $18.9$28.0 million included $1.7$5.5 million of non-core project-relatedspecific acquisition related costs. In 20152018 and 2014,2017, the total expenses of $27.6$26.0 million and $24.0$27.2 million included non-core project expenses of $15.8$0.9 million and $9.5$4.8 million, respectively. Excluding the non-core project-related costs, professional fees for our core business decreased by $2.6 million from 2018 to 2019 due to the non-recurrence of items in 2018 such as the development of a recovery plan and cyber risk related programs, offset by an increase in audit and external legal costs, including those in connection with the ABN AMRO (Channel Islands) acquisition. Excluding the non-core project-related programs, professional fees for our core business increased by $5.2$2.8 million from 20152017 to 20162018 due to increased financial crimean increase in costs associated with our external audit associated with the expanded geographic footprint and tax reporting compliance coststhe integrated audit approach, and decreased by $0.9 million from 2014 to 2015 due to reduced consulting expenditures.an increase in external legal costs. The non-core professional fee project-related costs in 2016 consisted of:2019 and prior periods included:
$0.9Legal and professional fees relating to the acquisition of ABN AMRO (Channel Islands), which amounted to $5.5 million in 2019;
Costs relating to the extensive review and account remediation exercise to determine the US tax compliance status of US person account holders resulting from the so-called John Doe Summonses issued by the USAO to six US financial institutions with which we had correspondent bank relationships. CostsThere were no costs associated with this remediation exercise during the year ended December 31, 2016 amounted to $2.2 million (2015 — $3.8 million; 2014 — $10.22019 (2018: nil; 2017: $0.9 million), comprised largely of professional fees of $1.0 million (2015: $2.8 million; 2014: $6.9 million); and
$0.7 million of legal
Legal and professional fees relating to the acquisition of the Bermuda Trust Company LimitedDeutsche Bank’s GTS business, excluding its US operations, which were completed in 2018 (2018: $0.9 million; 2017: $2.1 million); and the private banking and investment management operations of HSBC Bank Bermuda Limited. In 2015, we realized expenses of $1.0 million related to this same acquisition. During 2014, we expensed $2.8 million of legal
Legal and professional fees relating to the acquisitions of Legis and HSBC Cayman.
In forthcoming periods, we expectsecondary bank share offering completed during 2017, which amounted to incur additional expenses associated with the compliance with regulations which are a result of our recent listing$1.9 million in the US, which will largely be composed of professional and outside services expenses.2017.
Indirect Taxes
These taxes reflect taxes levied in the jurisdictions in which we operate, including employee-related payroll taxes, customs duties, and business licenses. In 2016,2019, the expense was $16.4$21.1 million, up $2.5$1.6 million due mainlyprimarily to the increased payrollfinancial services tax andin Bermuda related to a stamp duty paid upon the HSBC Bermuda acquisition, bothrate increase in Bermuda.2019. Of the $16.4$21.1 million in indirect taxes, $12.0$17.0 million was paid to the Bermuda government agencies for payroll tax, business licenses, anddeposit insurance, land taxes, $1.8 million for value-added taxes paid in our UK business and $2.5financial services tax and $4.1 million was paid to other governments for business licenses, insurance tax, land taxes and work permit fees. We incurred newFrom 2017 to 2018, indirect taxes increased by $1.4 million due mainly to increased payroll taxes and increased payments on the asset tax introduced in Bermuda during 2016the prior year, as paymentwell as payments for the Bermuda Deposit Insurance Scheme. These amounts are calculated at 0.25% per annum of the average total amount of our Bermuda Dollar deposits, and are payable quarterly. These payments began during the third quarter of 2016, and were not a material amount by year-end. The Bermuda Government has increased payroll taxScheme, all in each of the past two years, and subsequent increases could increase indirect taxes. From 2014 to 2015, indirect taxes decreased by $0.3 million mainly due to value-added tax recoveries in the UK.Bermuda.
Amortization of Intangible Assets
Intangible assets relate to client relationships acquired from business acquisitions and are amortized on a straight-line basis over their estimated useful lives, not exceeding 15 years. The estimated lives of these acquired intangible assets are re-evaluated annually and tested for impairment. The amortization expense associated with intangible assets was $4.5$5.5 million in 20162019 compared to $4.4$5.1 million in 20152018 and $4.3$4.2 million in 2014. The higher amortization levels2017. Amortization increased from 20152018 to 2016 were driven2019 by an increase in$0.4 million as a result of additional identifiable limited life intangible assets acquiredresulting from the acquisition of ABN AMRO (Channel Islands) in the HSBC Bermuda acquisition, while the increaseApril 2019, and increased by $0.9 million from 20142017 to 2015 was driven by2018 as a similar increase inresult of additional identifiable limited life intangible assets acquired inresulting from the Legis Group and HSBC Caymantwo acquisitions completed in 2014.during 2018.
Marketing
Marketing expenses reflect costs incurred in advertising and promoting our products and services. Marketing expenses totaled $4.5$8.1 million in 2016,2019, up $0.6$2.0 million compared to 2015, but remained consistent2018, primarily as a result of expenses associated with the re-branding initiative announced in Q3 2019. Marketing expenses increased slightly as a percentage of total net revenue before provision for credit losses and other gains and losses at 1.1%to 1.5% from 1.2%. From 20142017 to 2015,2018 marketing expenses increased by $0.1$0.4 million, while still maintaining the sameprimarily as a result of several smaller marketing initiatives and costs associated with new business initiatives, and decreased slightly as a percentage of total net revenue before provision for credit losses and other gains and losses at 1.0%to 1.2% from 1.3%.
Other Non-Interest Expenses
  
For the year ended
December 31,
 Dollar Change Percent Change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015
Stationery & supplies 1.6
 1.4
 1.3
 0.2
 0.1
 14.3 % 7.7 %
Custodian & handling 2.0
 1.6
 1.8
 0.4
 (0.2) 25.0 % (11.1)%
Charitable donations 0.9
 0.8
 0.8
 0.1
 
 12.5 %  %
Insurance 2.7
 2.1
 2.2
 0.6
 (0.1) 28.6 % (4.5)%
Other expenses  
  
  
 

   

  
Agent commission fees 0.7
 0.6
 0.4
 0.1
 0.2
 16.7 % 50.0 %
Cheque processing 1.1
 1.2
 1.3
 (0.1) (0.1) (8.3)% (7.7)%
Directors' fees 1.8
 1.2
 0.9
 0.6
 0.3
 50.0 % 33.3 %
Dues and subscriptions 0.2
 0.3
 0.5
 (0.1) (0.2) (33.3)% (40.0)%
Foreign bank charges 0.8
 0.8
 0.6
 
 0.2
  % 33.3 %
General expenses 0.5
 0.1
 0.7
 0.4
 (0.6) 400.0 % (85.7)%
Maintenance fees for liquidity facility 0.2
 0.2
 0.2
 
 
 
 
Registrar and transfer agent fee 0.6
 0.5
 0.7
 0.1
 (0.2) 20.0 % (28.6)%
Provision for settlement amount arising from tax compliance review 0.7
 4.8
 
 (4.1) 4.8
 (85.4)%  %
Other 3.2
 4.1
 4.1
 (0.9) 
 (22.0)%  %
Total other non-interest expenses 17.0
 19.7
 15.5
 (2.7) 4.2
 (13.7)% 27.1 %

  For the year ended December 31, Dollar Change Percent Change
(in millions of $) 201920182017 2018 to 20192017 to 2018 2018 to 20192017 to 2018
Stationery & supplies 1.7
1.4
1.3
 0.2
0.1
 16.1%7.7 %
Custodian & handling 2.5
2.2
2.1
 0.3
0.1
 12.9%4.8 %
Charitable donations 1.4
1.3
1.0
 0.1
0.3
 6.3%30.0 %
Insurance 3.4
3.1
3.3
 0.3
(0.2) 9.9%(6.1)%
Other expenses 9.4
9.2
8.6
 0.2
0.6
 2.4%7.0 %
Total other non-interest expenses 18.2
17.2
16.3
 1.1
0.9
 6.3%5.5 %
Other non-interest expenses were $17.0$18.2 million in 2016, a decrease2019, an increase of $2.7$1.1 million compared to 2015. This was principally driven by a $4.8 million provision for a potential settlement arising from2018, reflecting the tax compliance reviewacquisition of ABN AMRO (Channel Islands) and the timing of the Deutsche Bank GTS acquisition in 2015 compared to an additional $0.7 million provision raised for this review2018 and related costs primarily in 2016, and certain expenses related to the recent IPO and NYSE listing including increased insurance costs.  Jersey.
From 20142017 to 2015,2018, other non-interest expenses increased $4.2$0.9 million, principally driven by a $4.8 million provision for a settlement amount arising from the tax compliance reviewan increase in 2015 compared to lower operational losses experienced in 2014. As the investigation regarding this tax compliance review remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to us could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the provision. Management views this provision as non-core. See "Information on the Company — Legal Proceedings".charitable donations during 2018.
Income Taxes
Each jurisdiction in which we operate is subject to different corporate income tax laws. See "Risk Factors - Regulatory and Tax-Related Risks". We are incorporated in Bermuda as a local company and, pursuant to Bermuda law, not obligated to pay any direct taxes in Bermuda on either income or capital gains there. Our subsidiaries in the Cayman Islands and The Bahamas are not subject to any taxes on either income or capital gains under current laws applicable in the respective jurisdictions. In general, entities in Bermuda and the Cayman Islands are not subject to corporate income taxes but are required to pay higher rates of indirect taxes (included above) such as license fees and, in Bermuda, payroll taxes.
Our subsidiaries in the UK, Guernsey, Jersey, Switzerland, Canada, Singapore, and SwitzerlandMauritius are subject to the tax laws of those jurisdictions. The corporate tax rate in the UK is 20%, while in Guernsey, banking profits are subject to a 10% flat corporate tax rate. See Note 2526 "Income taxes" in the Audited Consolidated Financial Statements for a reconciliation between the effective income tax rate and the statutory income tax rate.
In 2016,2019, income tax expense netted to $0.7a recovery of $1.4 million compared to $1.4an expense of $1.3 million in 2015.2018. The change in income tax expense of $0.6$2.7 million in 2019 was mostly due to a change in the deferred tax valuation allowance resulting in a deferred tax recovery in the UK.
From 2017 to 2018, the change in income tax of $0.2 million was due primarily to the impact of exchange rate movementsincreased profitability in the translation of the balances from our UK and Guernsey subsidiaries, and the existence of a $0.5 million deferred tax expense in 2015 relating to the write-down of a deferred tax asset in that year.
From 2014 to 2015, the change in income tax amounted to $1.4 million due principally to a $1.0 million tax refund that our Guernsey segment was notified of and recognized in 2014 relating to the ability to claim accelerated tax allowances on a computer system implemented in 2013 and a deferred tax expense of $0.5 million in 2015 due primarily to the write-off of a deferred tax asset relating to capital allowance in the UK. The deferred tax asset amount written off related to the orderly wind-down of the deposit taking, investment management and custody businesses in the UK jurisdiction, which resulted in an assessment that the benefits related to this deferred tax asset would not be realizable.subsidiary.
Net Income
We reported net income of $115.9$177.1 million for the year ended December 31, 2016,2019, compared to $77.7$195.2 million in 20152018 and $108.2$153.3 million in 2014. 2017. The decrease from 2018 to 2019 of $18.1 million was driven by higher non-interest expenses and lower provision for credit recoveries, offset by higher net interest and non-interest income, higher other gains, and an income tax recovery. These movements primarily reflect the impact of the acquisition of ABN AMRO (Channel Islands) in 2019, the effects of the completed Deutsche Bank acquisitions in 2018, and the non-core items of $20.8 million for the year related principally to deal-related expenses attributable to the ABN AMRO (Channel Islands) acquisition and cost restructuring initiatives in Bermuda and the Channel Islands.The increase from 20152017 to 20162018 of $38.2$41.9 million was driven by higher net interest and non-interest income, offset by slightly higher non-interest expenses. The increases in net interest and non-interest income were driven principally by the acquisition of the privatean increasing interest rate environment, which drove higher interest income on loans and investments, and revised fee schedules, which led to higher banking investment management and trust businesses of HSBC in Bermuda. This acquisition drove increases in trustfees and asset management fees, and provided additional deposits which funded an increase in average investments balances of $723.6 million, which resulted in an increase in interest income on investments. The decrease from 2014 to 2015 of $30.4 million was driven largely by non-core gains (losses) and expenses, which increased $38.0 million year over year due primarily to higher project related costs compared to 2014.fees.
After deduction of preference dividends and guarantee fees (2016: $15.7 million, 2015: $16.5 million and 2014: $16.5 million) and the premium paid on the preference share buy-backs and redemption (2016: $41.9 million, 2015: nil and 2014: $0.1 million), net income available to common shareholders was $58.4 million ($1.18 per share) in 2016 compared to $61.3 million ($1.23 per share) in 2015 and $91.5 million ($1.65 per share) in 2014. The increased premium in 2016 was due to the redemption and cancellation of all of the outstanding preference shares in December 2016. These per share figures reflect the reverse share split that the Bank effected on September 6, 2016.
49



Consolidated Balance Sheet and Discussion
The following table shows the balance sheet as reported as ofat December 31, 20162019 and 2015:2018:
 
As of
December 31,
    
As at
December 31
 
(in millions of $) 2016 2015 Dollar Change Percent Change 20192018 Dollar ChangePercent Change
Assets  
  
  
    
 
  
 
Cash due from banks 2,102
 2,289
 (187) (8.2)% 2,550
2,054
 496
24.1%
Securities purchased under agreement to resell 149
 
 149
 100.0 % 142
27
 115
425.9%
Short-term investments 520
 409
 111
 27.1 % 1,218
52
 1,166
2,242.3%
Investment in securities 4,400
 3,224
 1,176
 36.5 % 4,436
4,255
 181
4.3%
Loans, net of allowance for credit losses 3,570
 4,000
 (430) (10.8)% 5,143
4,044
 1,099
27.2%
Premises, equipment and computer software 168
 183
 (15) (8.2)% 158
158
 
%
Goodwill and intangibles 62
 51
 11
 21.6 % 97
75
 22
29.3%
Other assets 133
 119
 14
 11.8 % 177
108
 69
63.9%
Total assets 11,104
 10,276
 828
 8.1 % 13,922
10,773
 3,149
29.2%
Liabilities  
  
 

    
 
 

 
Total deposits 10,034
 9,182
 852
 9.3 % 12,442
9,452
 2,990
31.6%
Total other liabilities 242
 226
 16
 7.1 % 373
295
 78
26.4%
Long-term debt 117
 117
 
  % 144
143
 1
0.7%
Total liabilities 10,393
 9,525
 868
 9.1 % 12,958
9,891
 3,067
31.0%
Preference shareholders' equity 
 183
 (183) (100.0)%
Common and contingent value convertible preference shareholders' equity 711
 567
 144
 25.4 %
Common shareholders' equity 964
882
 82
9.3%
Total shareholders' equity 711
 750
 (39) (5.2)% 964
882
 82
9.3%
Total liabilities and shareholders' equity 11,104
 10,276
 828
 8.1 % 13,922
10,773
 3,149
29.2%


 
As of
December 31,
 
As at
December 31,
 2016 2015 20192018
Capital Ratios  
  
  
 
Risk-weighted assets 4,365
 4,304
 4,898
4,321
Tangible common equity (TCE) 649
 516
 867
808
Tangible assets (TA) 11,042
 10,224
 13,825
10,698
TCE/TA 5.9% 5.1% 6.3%7.5%
Common Equity Tier 1 15.3%  N/A
 17.3%19.6%
Total Tier 1 15.3% 16.2% 17.3%19.6%
Total Capital 17.6% 19.0% 19.4%22.4%
Leverage ratio 5.8% N/A
 5.9%7.6%


We maintain a liquid balance sheet and are well capitalized. As ofat December 31, 2016,2019, total cash due from banks, short-term investments and investment in securities (excluding held-to-maturity investments) represented $6.1$8.3 billion, or 55.0%60.0% of total assets, up slightly from 50.8%59.3% at the end of 2015 due to an increase in available-for-sale securities and short-term investments due to an increase in customer deposits.2018. Shareholders' equity at December 31, 20162019 was $710.7$963.7 million, downup from $750.4$882.3 million at the end of 20152018 due primarily to the redemption and cancellation of all of the outstanding preference shares, despite our IPO and net income on the year. We expect, and have undertaken as a prudential matter, to replenish our shareholders' equity through retained earnings. Of the shareholders' equity at the endyear net of 2016, preference shareholders' equity was nil and common equity was $710.7 million (2015: $182.9 million and $567.5 million, respectively) due to the redemption and cancellation of all of the preference shares in December 2016.dividends paid.
Total assets grewincreased by $0.8$3.1 billion to $11.1$13.9 billion from 20152018 to 2016,2019, primarily reflecting a $0.8 billion increasethe acquisition of ABN AMRO (Channel Islands) in customer deposit levels reinvested in short-term investments securities sold under agreement to repurchase and investment in securities, which grew by $1.4 billion.July 2019.
As ofat December 31, 2016,2019, our capital ratios were strong, and were significantly in excess of regulatory requirements. Effective January 1, 2016, the Bank's regulatory capital is determined in accordance with current Basel III guidelines as issued by the BMA. Basel III adopts CET1 as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio regime, which is calculated by dividing Tier 1 capital by an exposure measure. The exposure measure consists of total assets (excluding items deducted from Tier 1 capital) and certain off-balance sheet items converted into credit exposure equivalents as well as adjustments for derivatives to reflect credit risk and other risks. Prior to January 1, 2016, the Bank's regulatory capital was determined in accordance with Basel II guidelines issued by the BMA.
The TCE/TA ratio at the end of 20162019 was 5.9% (2015: 5.1%6.3% (2018: 7.5%), while the CET1 and total tierTier 1 capital ratios at the end of 20162019 were 15.3% (2015: 10.7%17.3% (2018: 19.6%) and 15.3% (2015: 16.2%17.3% (2018: 19.6%), respectively. These ratios continue to remain in excess of regulatory minimums at December 31, 2016.2019.

Cash Due from Banks, Securities Purchased Under Agreement to Resell and Short-Term Investments
We only place deposits with highly-rated institutions and ensure that there is appropriate geographic and sector diversification in our exposures. Limits are set for aggregate geographic exposures and for every counterparty for which we place deposits. Those limits are monitored and reviewed by our Credit Risk Management division and approved by the Financial Institutions Committee. We define cash due from banks to include cash on hand, cash items in the process of collection, amounts due from correspondent banks and liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Such investments are those with less than three months maturity from the date of acquisition and include unrestricted term deposits, certificates of deposit and treasury bills. Investments of a similar nature that are either restricted or have a maturity of more than three months but less than one year are classified as short-term investments. Securities purchased under agreement to resell are treated as collateralized lending transactions, and are referred to as repurchase agreements. We utilize repurchase agreements to manage liquidity. The risks of these transactions include changes in the fair value in the securities posted or received as collateral and other credit-related events. The Bank manages these risks by ensuring that the collateral involved is appropriate and by monitoring the value of the securities posted or received as collateral on a daily basis.
As ofat December 31, 2016,2019, cash due from banks, securities purchased under agreements to resell and short-term investments were $2.8$3.9 billion, compared to $2.7$2.1 billion as ofat December 31, 2015.2018. The increase from 20152018 to 2016 was due to2019 is primarily a $0.9 billion increaseresult of the acquired ABN AMRO (Channel Islands) multi-currency earning assets held in average customercash and bank deposits in 2016 that were partially placed in investments with the remainder being held in short term investments and securities sold under agreement to repurchase to maintain liquidity.until behavioralized over the medium term.
See "Note 3: Cash due from banks" and, "Note 4: Short-term investments" and "Note 12: Credit related arrangements, repurchase agreements and commitments" to our audited consolidated financial statements as ofat and for the year ended December 31, 20162019 for additional tables and information.
Investment in Securities
Our investment policy requires management to maintain a portfolio of securities that provide the liquidity necessary to cover our obligations as they come due, and mitigate our overall exposure to credit and interest rate risk, while achieving a satisfactory return on the funds invested. The securities in which we invest are limited to securities that are considered investment grade. Securities in our investment portfolio are accounted for as either equity securities at fair value, trading, available-for-saleAFS or held-to-maturity.HTM. Investment policies are approved by the Board, governed by the Group Asset and Liability Committee and monitored by Group Market Risk, a department of the Group Risk Management division.
Consistent with industry and rating agency designations, we define investment grade as "BBB" or higher. As ofat December 31, 2016,2019, 99.8% (2018: 99.9% (2015: 99.8%) of our total investments were investment grade. Of these securities, 93.7% (2015: 93.1%99.8% (2018: 99.9%) are rated "A" or higher.
The following table presents the carrying value of investment securities by balance sheet category as ofat December 31, 20162019 and 2015:2018:
 
As of
December 31,
  
  
 
As at
December 31,
  
  
(in millions of $) 2016 2015 Dollar Change Percent Change 20192018 Dollar Change Percent Change
Trading 6
 321
 (315) (98.1)%
Equity securities at fair value 7
6
 1
 16.7%
Available-for-sale 3,333
 2,201
 1,132
 51.4 % 2,220
2,183
 37
 1.7%
Held-to-maturity 1,061
 701
 360
 51.4 % 2,209
2,066
 143
 6.9%
Total Investment in Securities 4,400
 3,224
 1,176
 36.5 % 4,436
4,255
 181
 4.3%
The investment portfolio was $4.4 billion as ofat December 31, 2016,2019, compared to $3.2$4.3 billion as ofat December 31, 2015.2018. The increased portfolio size was due to purchases of liquid US government and federal agency securities using cash provided by the increased deposit base, primarily as a result of the recent acquisition and organic business growth. Newtotal investments were placed primarily in US government and federal agency securities that totaled $3.5were $4.3 billion, based upon carrying value, or 79.3%96.0% of the total investment portfolio, as ofat December 31, 2016.2019. Total net unrealized lossesgains of the investment portfolio were $36.4$60.8 million, compared to net unrealized gainslosses of $0.7$72.8 million at the end of 2015.2018. The movement in unrealized gains for the year was primarily driven by an increasea decrease in longer-termthe yield of longer-dated US treasury interest rates.treasuries during the period. The 10-year treasury rate was 2.45%1.92% as ofat December 31, 20162019 compared to 2.27% the year before.2.68% as at December 31, 2018.
TradingEquity securities at fair value totaled $6.3$7.4 million at the end of 2016,2019, compared to $321.3$6.5 million at the end of 2015.2018. As ofat December 31, 2016, trading2019 and 2018, equity securities at fair value consisted entirely of real estate mutual funds and seed capital invested in mutual funds managed by us of 100.0%, or $6.3 million (2015: 1.9%, or $6.2 million). In the prior year, trading securities consisted of 86.9% or $279.3 million of holdings of securities issued by the US government and federal agencies, debt securities issued by non-US governments of 2.3%, or $7.5 million and guaranteed student loan-backed securities of 8.8%, or $28.3 million. The overall decrease in trading securities was in an effort to reduce volatility in earnings. These securities were held by our Guernsey and UK segment and were sold by the second quarter of 2016.Bank.
AFS securities totaled $3.3$2.2 billion at the end of 2016,2019, compared to $2.2 billion at the end of 2015.2018. As ofat December 31, 2016, 72.9%2019, 92.4% or $2.4$2.1 billion (2015: 63.8%(2018: 81.8%, or $1.4$1.8 billion) of AFS securities consisted of holdings of securities issued by the US government and federal agencies. The US government guarantees 34.8%55.1% or $1,159.3 million (2015: 23.4%$2.4 billion (2018: 45.8% or $734.3 million)$1.9 billion) of these securities. Corporate debt securities represented 15.4%As at December 31, 2019, the remaining 7.6%, or $514.5 million (2015: 23.0% or $506.1 million) of the AFS portfolio. As of December 31, 2016, the remaining 11.6%, or $387.9$167.9 million of AFS securities (2015: 13.3%(2018: 14.6% or $290.7$317.5 million) was comprised primarily of commercial mortgage-backed securities of 4.5%, or $150.5 million (2015: 6.8%, or $148.7 million), guaranteed student loan-backed securities of 0.4%, or $12.5 million (2015: 0.6%, or $12.2$12.9 million (2018: 0.6%, or $12.6 million), debt securities issued by non-US governments of 0.8%1.2%, or $27.0$25.7 million (2015: 1.3%(2018: 1.2%, or $29.6$25.4 million) and residential mortgage-backed securities of 5.9%5.8%, or $197.8$129.3 million (2015: 4.6%(2018: 7.2%, or $100.2$156.3 million). The overall increase in US government and federal agency securities was funded by both a reallocation from short-term investments and the increase in the overall deposits, with a smaller portion being added to strategically selected residential mortgage-backed securities.ABN AMRO (Channel Islands) acquisition.
HTM investments were $1.1$2.2 billion as ofat December 31, 2016 (2015: $0.72019 (2018: $2.1 billion) and consisted entirely of mortgage-backed securities issued by US federal agencies that management does not intend to sell before contractual maturity. The increase in the HTM portfolio was also related to a repositioning in the third quarter of 2019 of the investment portfolio intended to increase investment yield and reduce volatility in other comprehensive income.



Investment Valuation — OTTI Considerations
Securities in unrealized loss positions are analyzed as part of management's ongoing assessment of OTTI. When management intends to sell securities, it recognizes an impairment loss equal to the full difference between the amortized cost basis and the fair value of those securities. When management does not intend and is not required to sell equity or debt securities in an unrealized loss position, potential OTTI is considered using a variety of factors, including: the length of time and extent to which the market value has been less than amortized cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; payment structure of the security; changes to the rating of the security by a rating agency; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date.
Management made a strategic repositioning of the investment portfolio during 2015, which resulted in the sale of AFS securities triggering realized losses of $4.4 million. The securities sold were primarily long duration, fixed income securities which were highly sensitive to interest rate risk and were sold in the lead-up to the announcement for a rate rise in December 2015. While management sold additional AFS securities in 2016,2019 and 2018, these securities were sold for gains of $0.9 million.$0.7 million and $0.1 million, respectively. Management does not have the intention or does not foresee a more likely than not scenario where managementthe Bank will be required to sell any further securities which are in an unrealized loss position, and accordingly, management has concluded that this sale doesthese sales do not result in an OTTI indicator for any remaining securities in a loss position as ofat December 31, 2016.2019.

See "Note 5: InvestmentsInvestment in securities" to our audited consolidated financial statements as ofat December 31, 20162019 for additional tables and information.
Loans
The loan portfolio decreasedincreased from $4.0 billion in 2015at the end of 2018 to $3.6$5.1 billion as ofat December 31, 2016, due primarily2019, mostly as a result of the acquisition of ABN AMRO (Channel Islands) as well as new residential loan origination in the central London mortgage book and two new sovereign mandates in Bermuda and Cayman. Lending in the UK grew to significant prepayments on the government, commercial and residential mortgage portfolio and unfavorable foreign exchange rate movements, without$1.1 billion as at December 31, 2019, an adequate amountincrease of new loans written to offset these decreases.
During the year ended 2016, gross loans written totaled $544.5 million, which were offset by paydowns of $854.2 million.$0.3 billion from December 31, 2018.
The loan portfolio represented 32.2%36.9% of total assets as ofat December 31, 2016 (2015: 38.9%2019 (2018: 37.5%), while loans as a percentage of customer deposits decreased from 43.6%42.9% at the end of 20152018 to 35.7%41.4% at the end of 2016.2019.
Allowance for credit losses as ofat December 31, 20162019 totaled $44.2$23.6 million, a decrease of $5.1$1.5 million from the prior year. The movement in the allowance was mainly the result of recoveries and provision releases of $1.5 million (including recoveries of $1.6 million), augmented by charge-offs of $10.4$3.0 million recorded during the year, partially offset by incremental recoveries of $5.8 million (including recoveries of $1.4 million).year. Of the total allowance, the general allowance was $32.5$5.9 million (2015: $30.2(2018: $10.2 million) and the specific allowance was $11.7$17.7 million (2015: $19.1(2018: $14.9 million), reflecting a specific coverage ratio of 24.2%35.1%, compared to 29.3%30.6% as ofat December 31, 2015. The decrease in the specific coverage ratio reflects a proportionately higher decrease in specific provisions relative to the decrease in gross non-accrual loans. This was as a result of the recovery of a large commercial mortgage with a large provision relative to a decrease in non-accrual residential mortgages which previously carried smaller provisions.2018.
Gross non-accrual loans totaled $48.5$50.4 million as ofat December 31, 2016, down $16.8 million from $65.32019, marginally higher than $48.7 million as ofat December 31, 2015,2018, and represented 1.3%1.0% of the total loan portfolio as ofat December 31, 2016,2019, compared to 1.6%1.2% as ofat December 31, 2015.2018. During 2016,2019, we held OREO amounting to $14.2$3.8 million (2015: $11.2(2018: $5.3 million), consisting of commercial real estate of $12.1$3.3 million (2015: $6.7(2018: $3.3 million), and foreclosed residential properties of $0.5 million (2018: $2.1 million (2015: $4.5 million) and nil amount of property held for sale reclassified during 2016 (2015: nil).
Government
Loans to governments were $112.4$370.8 million, which was a $112.8$265.1 million decreaseincrease from 2015,2018, due primarily to paydownsan increase in governmentsovereign lending in Bermuda compared to new government lending in Bermudaand Cayman in the prior year. This decrease accounts for 26.2%latter part of the overall decrease in net loans year-on-year.2019.
Commercial
The commercial and industrial loan portfolio includes loans and overdraft facilities advanced primarily to corporations and small and medium-sized entities, which are generally not collateralized by real estate and where loan repayments are expected to flow from the operation of the underlying businesses.
Commercial real estate loans are offered to real estate investors, developers and builders domiciled primarily in Bermuda and the UK.Cayman Islands. To manage our credit exposure on such loans, the principal collateral is real estate held for commercial purposes and is supported by a registered mortgage. Cash flows from the properties, primarily from rental income, are generally supported by non-cancellable long-term leases to high quality international businesses. These cash flows are principallygenerally sufficient to service the loan. The portfolio decreasedincreased by $66.3$178.7 million to $609.8$753.8 million at December 31, 2016 due primarily to repayments2019 as a result of loans in our European jurisdictions.the ABN AMRO (Channel Islands) acquisition.
Commercial loans outstanding as ofat December 31, 20162019 were $357.2$559.4 million, which represented a decreasean increase of $26.3$16.9 million from the previous year, driven by repayments of commercial lending facilities principally in the Cayman Islands and Bermuda.year.
Residential
The residential mortgage portfolio comprises mortgages to clients with whom we are seeking to establish (or already have) a comprehensive financial services relationship. It includes mortgages to individuals and corporate loans secured by residential property.
All mortgages were underwritten utilizing our stringent credit standards. See "Risk Management — Credit Risk". Residential loans consist of conventional home mortgages and equity credit lines.
As ofat December 31, 2016,2019, residential mortgages totaled $2.3$3.2 billion (or 64.6%62.3% of total gross loans), a $0.2$0.6 billion decreaseincrease from December 31, 2015.2018. This decreaseincrease was attributed mainly to reductions in the residential mortgages portfolio across the Cayman and Guernsey jurisdictions and unfavorable foreign exchange movements within the portfolio, which were partially offset byacquisition of ABN AMRO (Channel Islands) as well as increases in the UK residential mortgage portfolio. Residential lending in Bermuda was relatively stable year-on-year.
OREO and Non-Accrual Loans
While non-accrualNon-accrual loans decreasedincreased during the year by $16.8$1.7 million, and OREO decreased by $1.5 million. Non-accrual loans increased slightlyas a result of several loans, primarily within residential mortgages, moving to non-performing status during the year. This was partially offset by $3.0 million.the extinguishment of the Barbados Government debt in exchange for both cash and Barbados government bonds now held in our AFS securities portfolio. The growthdecrease in OREO was principally driven by a commercialthe sale of residential property which was foreclosed upon and added to OREO in Bermuda in the fourth quarter of 2016. Excluding the effect of this property, OREO decreased $4.9 million due to sales in the residential mortgage OREO portfolio in Bermuda. This decrease, alongThe Bank continues to work with the decrease in non-accrualcustomers with non-performing loans reflects the Bank's continuedand focus on improving the quality of ourthe loan portfolio. Non-accrual loans decreased as a result of the Bank continuing to work with holders of non-performing loans, which resulted in several loans returning to a performing status during the year, primarily within residential mortgages.

Other Loan Portfolios
We provide loans, as part of our normal banking business, in respect of automobile financing, consumer financing, credit cards, commercial financing, loans to financial institutions and overdraft facilities to retail, corporate and private banking clients in the jurisdictions in which we operate. As ofat December 31, 2016,2019, other consumer loans totaled $197.8$256.5 million (or 5.5%5.0% of total gross loans), a $29.7$76.0 million decreaseincrease from December 31, 2015. The decrease was2018 principally due to repayments and expiration of loan facilities without sufficient new loan origination.the ABN AMRO (Channel) Islands acquisition.
See "Note 6: Loans" and "Note 7: Credit risk concentrations" to our audited consolidated financial statements as ofat December 31, 20162019 for more information on our loan portfolio and contractual obligations and arrangements.
Deposits
Deposits are our principal funding source for use in lending, investments and liquidity. We are a deposit-led bank and do not require the use of wholesale or institutional markets to fund our loan business. See "Risk Management — Liquidity Risk" and "Risk Management — Credit Risk". Deposit balances at the end of reporting periods particularly in our Bermuda and Cayman Islands operations, can fluctuate due to significant balances that flow in and out from private trust, fund and insurance clients to meet quarter-end cyclical cash flowoperational requirements.

The table below shows the year-end and average customer deposit balances by jurisdiction for the year ended and as ofat December 31, 20162019 and 2015:2018:
 
As of
December 31
 Dollar change Average balance Dollar change 
As at
December 31
 Dollar change Average balance Dollar change
(in millions of $) 2016 2015 2016 2015  20192018 20192018 
Bermuda 5,947
 4,272
 1,675
 5,270
 4,013
 1,257
 4,403
4,503
 (100) 4,371
5,281
 (910)
Cayman 3,024
 3,013
 11
 3,034
 2,804
 230
 3,450
3,345
 105
 3,315
2,979
 336
Guernsey 967
 1,245
 (278) 1,178
 1,366
 (188)
The Bahamas 72
 40
 32
 56
 66
 (10)
UK 
 598
 (598) 179
 611
 (432)
Channel Island and the UK 4,555
1,604
 2,951
 3,283
1,348
 1,935
Other 

 
 
58
 (58)
Total customer deposits 10,010
 9,168
 842
 9,717
 8,860
 857
 12,408
9,452
 2,956
 10,969
9,666
 1,303
Average customer deposits increased by $0.9$1.3 billion to $9.7$11.0 billion in 2016.2019. On a year-end basis, customer deposits were up $0.8$3.0 billion to $10.0$12.4 billion from $9.2$9.5 billion at the end of 2015.2018. The increase was largely from new clients as a result of the recent acquisition in Bermuda, as well as organic growth in both Bermuda and Cayman within consumer deposits.of ABN AMRO (Channel Islands).
Customer demand deposits, which include checking accounts (both interest bearing and non-interest bearing), savings and call accounts, totaled $8.2$9.4 billion, or 81.9%75.4% of total customer deposits at the end of 2016,2019, compared to $7.7$7.4 billion, or 83.5%79.1%, at the end of 2015.2018. Customer term deposits increased by $0.3$1.1 billion to $1.8$3.0 billion compared to the prior year. The cost of funds on deposits improvedincreased from 2118 basis points in the full year ended 20152018 to 1247 basis points in 20162019 as a result of an increaseboth increases in averageterm deposit rates paid across all jurisdictions as well as the ABN AMRO (Channel Islands) deposit book which had a higher cost of funding. Average non-interest bearing deposits by $0.3 billiondecreased slightly to $2.0 billion, and the payback of deposits from our UK jurisdiction, which in the prior year carried a cost of deposits of 75 basis points on a jurisdictional stand-alone basis.$2.1 billion.
See "Note 10: Customer deposits and deposits from banks" to our audited consolidated financial statements as ofat December 31, 20162019 for additional tables and information.
Borrowings
We have no issuances of certificates of deposit ("CD"), commercial paper ("CP") or senior notes outstanding and have no CD or CP issuance programs. We use funding from the inter-bank market as part of interest rate risk and liquidity management. As ofat December 31, 2016,2019, deposits from banks totaled $23.8$33.8 million, an increase of $9.3 millionrelatively flat from the prior year.
Employee Future Benefits
We maintain trusteed pension plans including non-contributory defined benefit plans and a number of defined contribution plans, and provide post-retirement healthcare benefits to our qualifying retirees. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the final years of employment. The defined benefit pension and post-retirement healthcare plans are not open to new participants, and are non-contributory and thus the funding required is provided by us, based upon the advice of an independent actuary.
Effective December 31, 2011, the Bermuda defined benefit pension benefits were amended to freeze credited service and final average earnings for remaining active members. Effective January 2012, all the participants of the Bermuda defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Bermuda defined benefit pension plan is amortized over the estimated average remaining life expectancy of the inactive participants of 22.8 years. Prior to all Bermuda participants being inactive, the net actuarial loss of the Bermuda defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 4.5 years.
Effective September 30, 2014, the defined benefit pension benefits of our Guernsey operations were amended to freeze credited service and final average earnings for remaining active members. The benefits amendment resulted in a further reduction in the Guernsey defined benefit pension liability of $4.6 million as ofat September 30, 2014.
Effective October 2014, all of the participants of the Guernsey defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Guernsey defined benefit pension plan will be amortized over the estimated average remaining life expectancy of the inactive participants of 39 years. Prior to all Guernsey participants being inactive, the net actuarial loss of the Guernsey defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 15 years.
For the year ended December 31, 2014, numerous changes in the plan provisions were made to align the plan provisions with our administrative practices resulting in a further increase in the Bermuda defined benefit post-retirement healthcare plan liability of $7.9 million. We amortize prior service credit resulting from plan amendments that occurred when plan members were active employees, on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to

receive benefits under the plan. Such remaining service periods are as follow: 3.1 years for the 2010 plan amendments and 4.6 years for the 2011 plan amendments. Plan amendments occurring in 2014 resulted in the recognition of new prior service cost on December 31, 2014 on a plan for which substantially all members are now inactive and, in accordance with GAAP, we have elected to amortize this new prior service cost on a linear basis over 21 years, which is the average remaining life expectancy of members eligible for benefits under the plan at the time of the amendments.
As ofat December 31, 2016,2019, we had a net obligation for employee future benefits in the amount of $140.0$110.3 million, up $17.8down $6.9 million (14.6%(5.8%) from $122.1$117.2 million at the end of 2015.2018. The increasedecrease was driven primarily by improvements in the valuation changes caused by increased healthcare costs,of fund assets, partially offset by discount factor changes relating to interest rate fluctuations.plan amendments.
See "Note 11: Employee benefitsbenefit plans" to our audited consolidated financial statements as ofat December 31, 20162019 for additional tables and information.
Long-Term Debt, Interest Payments and Maturities
We had outstanding issuances of long-term debt with a carrying value of $117.0$143.5 million as ofat December 31, 20162019 and 2015,$143.3 million as at December 31, 2018, all issued in US Dollars. As ofat December 31, 2016, $70.22019, $97.3 million of our outstanding long-term debt was eligible for inclusion in our Tier 2 regulatory capital base and was limited to 50% of Tier 1 capital, down from $89.0$111.3 million at the end of 2015.2018 due to the two older issuances amortizing in the last five years to maturity. On May 24, 2018, the Bank issued US $75 million of Subordinated Lower Tier II capital notes. The notes were issued at par and are due on June 1, 2028. The notes were offered in the US pursuant to the Bank's automatic shelf registration statement of Form F-3 filed with the SEC on April 18, 2018. The notes are listed on the BSX in the specialist debt securities category. The proceeds from the sale of the notes were used, among other, to repay the entire amount of the US $47 million outstanding subordinated notes series 2003-B. The notes issued pay a fixed

coupon of 5.25% until June 1, 2023 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 2.27% over the 10-year US Treasury yield. There were no other significant movements in long-term debt during the period from December 31, 20152018 to December 31, 2016.2019.
The following table presents the contractual maturity, interest rates and principal outstanding as ofat December 31, 2016:2019:
 Long-term debt
(in millions of $)
 
Earliest date
redeemable at
the Bank's
option
 
Contractual
maturity date
 
Interest rate
until date
redeemable
 
Interest rate from
earliest date
redeemable to
contractual maturity
 
Principal
outstanding
(in millions of $)
2003 issuance — 
Series B
 May 27, 2013 May 27, 2018 5.15% 3 months $ LIBOR + 2.000% 47.0
2005 issuance — 
Series B
 July 2, 2015 July 2, 2020 5.11% 3 months $ LIBOR + 1.695% 45.0
2008 issuance — 
Series B
 May 27, 2018 May 27, 2023 8.44% 3 months $ LIBOR + 4.929% 25.0
Total         117.0
 Long-term debt (in millions of $)
Earliest date
redeemable at
the Bank's option
Contractual
maturity date
Interest rate until date redeemable
Interest rate from earliest date
redeemable to contractual maturity
Principal
outstanding
2005 issuance - Series BJuly 2, 2015July 2, 20205.11%3 months US$ LIBOR + 1.695%45.0
2008 issuance - Series BMay 27, 2018May 27, 20238.44%3 months US$ LIBOR + 4.929%25.0
2018 issuanceJune 1, 2023June 1, 20285.25%3 months US$ LIBOR + 2.255%75.0
Unamortized issuance costs    (1.5)
Total    143.5
See "Note 19:20: Long-term debt" to our audited consolidated financial statements as ofat December 31, 20162019 for additional information.
Other Liabilities
Other liabilities include operating lease liabilities, derivative liabilities, current employee salaries and benefits payable and related payroll tax, as well as sundry liabilities. Other liabilities decreasedincreased by $0.5$81.0 million to $100.0$254.0 million as ofat December 31, 2016.2019. This decreaseincrease was a result of decreased accruedthe acquisition of ABN AMRO (Channel Islands) as well as the adoption of the new Lease accounting standard, Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842)), requiring the Bank to recognize (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and deferred revenue, the latter of which is due to the timing of billing for trust revenues relative to the prior year. This was partially offset by a slight increase in derivative positionsfinance leases from the prior year. These derivatives were client service foreign exchange derivatives which are economically hedged and result in no foreign exchange gains or losses.January 1, 2019.


Contractual Obligations
Credit-Related Arrangements
We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years. The following table sets forth the outstanding financial guarantees with contractual amounts representing credit risk as of the dates indicated:
 December 31, 2016 December 31, 2015December 31, 2019December 31, 2018
(in millions of $) Gross Collateral Net Gross Collateral NetGrossCollateralNetGrossCollateralNet
Standby letters of credit 242.4
 242.4
 
 258.9
 257.2
 1.7
231.0
223.7
7.3
245.2
237.1
8.1
Letters of guarantee 4.8
 4.8
 
 9.1
 8.4
 0.7
7.8
7.7
0.1
2.7
2.6
0.1
Total 247.2
 247.2
 
 268.0
 265.6
 2.4
238.8
231.4
7.4
247.8
239.7
8.2
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses. The following table sets forth the outstanding unfunded legally binding commitments to extend credit as of the dates indicated:
(in millions of $) December 31, 2016 December 31, 2015December 31, 2019December 31, 2018
Commitments to extend credit 412.6
 390.5
549.0
445.2
Documentary and commercial letters of credit 1.1
 0.5
0.4
0.6
Total unfunded commitments to extend credit 413.6
 391.0
549.4
445.8
The Bank has a facility by one of its custodians, whereby the Bank may offer up to $200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilized facility. At December 31, 2016, $110.32019, $143.6 million (December 31, 2015: $123.72018: $137.4 million) of standby letters of credit were issued under this facility.

Contractual Obligations
The following table presents our outstanding contractual obligations as ofat December 31, 2016:2019:
(in millions) Total 
Less than 1
year
 
1 to 3
years
 
3 to 5
years
 
After 5
years
(in millions of $)Total
Less than 1
year
1 to 3
years
3 to 5
years
After 5
years
Long term debt(1)
 117.0
 
 47.0
 45.0
 25.0
145.0
45.0
25.0

75.0
Operating lease obligations 19.3
 4.8
 6.6
 5.5
 2.5
Sourcing arrangements(2)
 69.8
 17.2
 27.6
 25.1
 
27.6
15.6
12.0


Term deposits 1,816.6
 1,750.0
 66.6
 
 
3,051.3
2,973.1
78.2


Other obligations 9.2
 2.5
 4.8
 1.2
 0.6
26.3
12.6
9.9
2.8
1.0
Total outstanding contractual obligations 2,031.9
 1,774.5
 152.6
 76.8
 28.1
Total outstanding contractual obligations(3)
3,250.2
3,046.3
125.1
2.8
76.0

(1)Long-term debt excludes interest.interest and unamortized debt issuance costs.
(2)We also have an outstanding contractual obligation relating to a five-year agreement entered into in November 2016 with HPDXC (previously EDS)HP) to supply technology infrastructure and application development management, information security and technical support for our locations in Bermuda and the Cayman Islands. Under our agreement with HP,DXC, server management and maintenance, technology field support, application support and development and help desk functions are managed by HP.DXC. Our obligations to HPDXC under this agreement amounted to $69.8$27.6 million as ofat December 31, 20162019 (December 31, 2015: $16.32018: $39.2 million).
(3)
This excludes Lease obligations which are discussed in Leases below.
See "Note 12: Credit-relatedCredit related arrangements, repurchase agreements and commitments" to our audited consolidated financial statements as ofat December 31, 20162019 for additional information.
Interest expense on our contractual obligations relates primarily to term deposits liabilities and our long-term debt. Interest expense on termcustomer deposits was $7.7$51.5 million for the year-ended December 31, 2016,2019, compared to $10.6$17.6 million and $12.3$10.9 million for the years ended December 31, 20152018 and 2014,2017, respectively. Movements in interest expense on term deposits primarilyliabilities are due primarily to volume orand rate movements, with yearly average term deposits liabilities of $1.6$8.9 billion, $1.5$7.4 billion and $1.7$7.4 billion for 2016, 20152019, 2018 and 2014,2017, respectively. The decreaseincrease in the expense is related primarily to a 34 basis point increase in average term deposit rates in Bermuda, which decreased by 16 basis points in 2016 due to certain higher rate deposits being withdrawn during the year.2019.
During the year-ended December 31, 2016,2019, none of the rates on any tranches of our long-term debt reset. Interestreset and there were no new issuances of long-term debt. For the year ended December 31, 2019, total interest expense increased by $34.8 million to $59.4 million mostly due to the increases in customer term deposit rates and the increased volume of average deposits following the acquisition of ABN AMRO (Channel Islands). For the year ended December 31, 2018, interest expense on commitments decreasedincreased by $0.4$8.9 million compared to 2017 due to both the increase in rates paid on term deposits and the increased floating rate paid on LIBOR based long-term debt, as during July 2015,well as the higher volume of long-term debt outstanding. In 2018, we issued $75 million in new long-term debt at a fixed rate onof 5.25%, which is fixed at this rate until June 1, 2023 and used the proceeds of this new issuance to partially repay the entire amount of the $47 million outstanding subordinated 2003 issuance - Series B. Until its repurchase, the 2003 issuance - Series B, as well as the 2005 issuance - Series B moved fromwere on floating rates fixed to floating, giving 2016 a fullLIBOR, which increased during the year.
Leases
In the normal course of operation, the Bank enters into leasing agreements either as the lessee or the lessor, mostly for office and parking spaces as well as for small office equipment. Starting on January 1, 2019 (the adoption date of the new lease accounting guidance ASU 2016-02 Leases (Topic 842)), the Bank recognized (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and for finance leases. Lease liabilities are measured as the present value of future lease payments, including term renewals that are reasonably certain to occur, discounted using the Bank’s incremental borrowing rate. The Bank has used the rate of its May 24, 2018 debt issuance as the current incremental borrowing rate.
The terms of the existing leases, including renewal options that are reasonably certain to be exercised, extend up to the year 2035. Certain lease payments will be adjusted during the related leases’ terms based on movements in the relevant consumer price index.
See "Note 13: Leases" to our audited consolidated financial statements as at the lower floating rate versus a partial year in 2015. This also resulted in a decrease in interest expense on long-term debt from $5.6 million to $4.9 million from 2014 to 2015.December 31, 2019 for additional information.
Repurchase Agreements
We also obtain funds from time to time from the sale of securities to institutional investors under repurchase agreements. In a repurchase agreement transaction, we will generally pledge investment securities as collateral in a borrowing transaction, agreeing to repurchase the identical security on a specified later date, generally not more than 90 days, at a price greater than the original sales price. The difference between the sale price and repurchase price is the cost of the use of the proceeds, or interest expense. The investment securities underlying these agreements may be delivered to securities dealers who arrange such transactions as collateral for the repurchase obligation. Repurchase agreements represent a cost competitive funding source and also provide liquidity on agency paper for us. However, we are subject to the risk that the borrower of the securities may default at maturity and not return the collateral. In order to minimize this potential risk when entering into such transactions, we generally deal with large, established investment brokerage firms with whom we have master repurchase agreements. Repurchase transactions are accounted for as collateralized financing arrangements rather than as sales of such securities, and the obligation to repurchase such securities is reflected as a liability in our consolidated financial statements. As ofat December 31, 20162019 and 2015,2018, there were no repurchase agreements outstanding.
Shareholders' Equity
Shareholders' equity decreasedincreased during the year ended December 31, 20162019 by $39.6$81.4 million to $710.7$963.7 million.
Increases totaling $263.4$257.5 million included:
$115.9177.1 million of net income for the year;
$126.2 million from the issuance of common shares;
$14.0 million for share-based settlements; and
$7.3 million of share-based settlement for stock options exercised.
These increases were offset by the following decreases totaling $303.0 million:
$212.1 million from the redemption and cancellation of all of the outstanding preference shares;
$26.4 million from adjustments to employee benefit plans;
$21.255.4 million from net change in unrealized gains (losses) on AFS investments;
$19.317.5 million for share-based compensation;
$6.9 million from adjustments to employee benefit plans;
$0.3 million from issuance of new common shares as part of share-based settlements; and

$0.3 million of other smaller adjustments.
The increases were offset by the following decreases of $176.1 million:
$93.6 million of common share dividends;
$81.5 million from net increases in treasury shares; and
$15.7 million of preference share dividends and guarantee fees;
$6.51.0 million of translation adjustments on foreign operations;
$1.6 million from the purchase of treasury common shares; and
$0.2 million on other smaller adjustments.

On September 21, 2016, the Bank completed its offering of 5,957,447 common shares at $23.50 per share, which raised $126.2 million of capital. On December 16, 2016, the Bank completed the redemption and cancellation of all of its issued and outstanding preference shares for $212.1 million.operations.
Liquidity
We define liquidity as our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management.
Sources and Uses of Cash
Our primary sources of cash are (i) cash obtained from deposits, (ii) long-term debt, and (ii) cash from operations. Our primary uses are (i) the payment of our operating expenses, (ii) payment of dividends on our preference and common shares, and guarantee fees, (iii) as repayment of certain maturing liabilities, (iv) repurchase of our common shares, and (iv)(v) extraordinary requirements for cash, such as acquisitions. We had $2.1$2.6 billion of cash and cash equivalents as ofat December 31, 20162019 and $2.3$2.1 billion as ofat December 31, 2015,2018, as well as $4.0$3.6 billion and $2.6$2.3 billion, respectively, of liquid securities, the balance of which could be sold to meet liquidity requirements. In our opinion, the Bank’s working capital is sufficient for the Bank’s present requirements.
Liquidity Risk
Our liquidity risk is managed through a comprehensive framework of policies and limits overseen by our Group Asset and Liability Committee. We consider the effective and prudent management of liquidity to be fundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost.
We continuously monitor and make adjustments to our liquidity position by adjusting the balance between sources and uses of funds as we deem appropriate. Our primary measures of liquidity include monthly cash flow analysesanalysis under ordinary business activities and conditions and under situations simulating a severe run on the Bank. The Bank strives to use a cautiousbalanced liquidity risk appetite with internal quantitative liquidity risk tolerances more stringent than regulatory requirements. Specifically the Bank manages liquidity against internal limits established by the market risk management policy and its related liquidity risk standard and quarterly stress testing methodology. The results of these measures and analysesanalysis are incorporated into our liquidity contingency plan, which provides the basis for the identification of our liquidity needs. For more information, see "Risk Management — Liquidity Risk".
Capital Resources
We have financed our operations, growth and cash needs primarily through income from operations and issuances of debt and equity securities. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt as it matures. In the future, we may need to incur additional debt or issue additional equity securities, which we may be unable to do or which may be on less favorable terms.
We manage our capital both on a consolidated basis and, where appropriate, on a legal entity basis. The group finance departmentteam has the responsibility for measuring, monitoring and reporting capital levels within guidelines and limits established by the Risk Policy & Compliance Committee of the Board. The management of capital will also involve regionaljurisdictional management to ensure compliance with local regulation. In establishing the guidelines and limits for capital, a variety of factors are taken into consideration, including the overall risk of the business in stressed scenarios, regulatory requirements, capital levels relative to our peers, and the impact on our credit ratings.
Effective January 1, 2015, the BMA implemented the capital reforms proposed by the BCBS and referred to as the Basel III regulatory framework. Basel III aims to raise the quality, consistency and transparency of the capital base, limit the build-up of excess leverage and increase capital requirements for the banking sector. Basel III adopts CET1 capital as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio, and Liquidity Coverage Ratio ("LCR") and Net Stable Funding Ratio ("NSFR") regimes.


The Bank was required to report under both Basel II and Basel III guidance during 2015. However only the Basel II results were required to be published under guidance from the BMA. From January 1, 2016 onwards, all published ratios are calculated under Basel III. The Basel III regulatory framework adopts a phased implementation approach for Bermuda banks with full implementation onfrom January 1, 2019, consistent with BCBS recommendations. When fully phased-in, we will beWe are now subject to the following fully phased-in requirements:


CET1 ratio of at least 7.0% of RWA, inclusive of a minimum CET1 ratio of 4.5% and the new capital conservation buffer of 2.5%, but excluding the Domestic Systematically Important Bank ("D-SIB") surcharge described below; 


Tier 1 capital of at least 8.5% of RWA, inclusive of a minimum Tier 1 ratio of 6% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below;


Total capital of at least 10.5% of RWA, inclusive of a minimum total capital ratio of 8% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below; 


We are considered to be a D-SIB and are subject to a 3% surcharge composed of CET1-eligible capital implemented by the BMA effective September 30, 2015. This is based upon our assessment of the extent to which we (individually and collectively with the other Bermuda banks) pose a degree of material systemic risk to the economy of Bermuda due to our role in deposit taking, corporate lending, payment systems and other core economic functions; 


Counter-cyclical buffer of up to 2.5% composed of CET1-eligible capital may be implemented by the BMA when macroeconomic indicators provide an assessment of excessive credit or other pressures building in the banking sector, potentially increasing the CET1, Tier 1 and total capital ratios by up to 2.5%. No counter-cyclical buffer has been implemented to date;


Leverage ratio must be at 5.0% or higher; and 


LCR with a minimum requirement of 100%, subject to the phase-in rules.; and

NSFR with a minimum requirement of 100%.
The minimum capital ratio requirements set forth above do not reflect additional Pillar II add-on requirements that the BMA may impose upon us as a prudential measure from time to time. As of January 1, 2017,2019, our minimum total capital ratio required by the BMA is 15.9%16.3% and our minimum CET1 ratio requirement is 8.8%10.0%. As of the date hereof, we expect that our minimum total capital ratio requirement at January 1, 2019 may be 17.2%2020 will remain at 16.3% (inclusive of the minimum required total capital ratio of 10.5% as described above). However, as our capital requirements remain under continuous review by the BMA pursuant to its prudential supervision, we cannot guarantee that the BMA will not seek higher total capital ratio requirements at any time.


In December 2017, the BCBS published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as "Basel IV"). Among other things, these standards revise the BCBS's standardized approach for credit risk (including by recalibrating risk weights and introducing new segmentations for exposures) and provides a new standardized approach for operational risk capital. Under the BCBS framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. The impact of these standards on us will depend on the manner in which they are implemented by the BMA.
The following table sets forth our capital adequacy as ofat December 31, 20162019 and 20152018 in accordance with the Basel III framework:
 
As of
December 31,
 As at December 31, 
(in millions of $) 2016 2015 20192018 
Capital  
  
  
 
 
Common Equity Tier 1848.8
846.0
 
Tier 1 capital 666.8
 699.3
 848.8
846.0
 
Common Equity Tier 1 666.8
 N/A
(2)
Tier 2 capital 102.7
 119.1
 103.2
121.5
 
Total capital 769.6
 818.4
 952.1
967.6
 
Risk Weighted Assets  
  
  
 
 
Cash due from banks and investments 1,069.8
 1,004.6
 862.8
918.1
 
Loans 2,152.9
 2,201.7
 2,697.4
2,244.8
 
Other assets 258.8
 278.5
 287.4
236.7
 
Off-balance sheet items 251.8
 215.0
 282.1
227.6
 
Operational risk charge 632.1
 604.3
 768.2
694.2
 
Total risk-weighted assets 4,365.4
 4,304.1
 4,897.9
4,321.4
 
Capital Ratios (%)  
  
  
 
 
Common Equity Tier 1 15.3%(1)N/A
(2)17.3%19.6%
Tier 1 common N/A
(1)12.0%(2)
Tier 1 total 15.3%(1)16.2%(2)17.3%19.6% 
Total capital 17.6%(1)19.0%(2)19.4%22.4% 
Leverage ratio 5.8%(1)N/A
(2)5.9%7.6% 
(1)Effective January 1, 2016, the Bank's regulatory capital is determined in accordance with current Basel III guidelines issued by the BMA. Basel III adopts CET1 as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio regime, which is calculated by dividing Tier 1 capital by an exposure measure. The exposure measure consists of total assets (excluding items deducted from Tier 1 capital) and certain off balance sheet items converted into credit exposure equivalents as well as adjustments for derivatives to reflect credit and other risks. 
(2)Prior to January 1, 2016, the Bank's regulatory capital was determined in accordance with Basel II guidelines issued by the BMA.
TierCET 1 capital increasedhas remained broadly flat due to earnings accretion being offset by dividends paid to ordinary shareholders, shares repurchased under the issuance of 6.0 million common sharesBank’s share buy-back program and an increase in the IPO as well as earnings on the year, which was partially offset by an increased deduction for goodwill and intangiblesintangible asset regulatory deduction as a result of the HSBC Bermuda Trust business acquisition and a new Basel III deduction for defined pension fund assets. TotalABN AMRO (Channel Islands) acquisition. Tier 2 capital decreased due to the redemption and cancellationamortization of all of our issued and outstanding preference shares in December 2016 and the impact of Basel III phase-out buyback rules on our non-qualifying long-term debt's eligibility for inclusion as Tier 2 capital. RWA remained flat, despite the significantsubordinated notes that have less than 5 years to maturity. The increase in customer deposits which funded balance sheet growth, due to prudentRWAs is also driven by the ABN AMRO (Channel Islands) acquisition and this has also impacted our Total capital management to accommodate the HSBC Bermuda private banking investment management and trust business acquisition during the transition period. We are currentlyleverage ratios. As at December 31, 2019, we were in compliance with the minimum LCR of 60%100% as well as the minimum LCRNSFR of 100% which will be applicable to us when the Basel III regulatory framework has been fully phased-in in 2019..
Preference Shares

In June 2009, we offered 200,000 shares of 8.00% non-cumulative perpetual limited voting preference shares of par value $ 0.01 with a liquidation preference of $1,000 per share for $200,000,000 in the aggregate. The preference shares were fully and unconditionally guaranteed, with the full faith and credit of the Government of Bermuda (the ‘‘Guarantor’’), as to payment of dividends for up to ten years and as to payment of the liquidation preference on, or in certain circumstances prior to, the ten-year anniversary of the date of issuance (the ‘‘Guarantee’’). On December 16, 2016, we redeemed and canceled all of the issued and outstanding preference shares for a total of $212.1 million, which comprised the sum of the most recent dividend payment, the net present value of future dividend payments that would have been paid through June 22, 2019 and the $1,000 liquidation preference on each preference share, discounted for present value.
Dividends on the preference shares were payable quarterly on a non-cumulative basis, only when, as and if declared by the Board, on March 15, June 15, September 15 and December 15 of each year at a fixed rate equal to 8.00% per annum on the liquidation preference, commencing on September 15, 2009.
Contingent Value Convertible Preference Shares

In May 2010, we offered up to 9.9 million common shares and 0.8 million contingent value convertible preference shares (‘‘CVCP shares’’) in the form of up to 10.74 million Rights Units, each Unit consisting of 0.92038 common shares and 0.07692 CVCP shares, for each common share held at a price of $12.10 per Rights Unit. Figures reflect the reverse share split that the Bank effected on September 6, 2016.

On March 31, 2015, all remaining issued and outstanding CVCP shares were converted to common shares at a conversion ratio of 1:1.


Share Buy-Back Program
We initially introduced twoThe Bank repurchases its common shares through share buy-back programs on May 1, 2012from time to time as a means to improve shareholder liquidity and facilitate growth in share value. EachIn accordance with applicable laws, regulations and listing standards, each program was approved by the Board for a periodand repurchases of 12 months, in accordance withshares pursuant to each program is subject to the regulationsapproval of the BSX. TheBMA. In addition, the BSX is advised monthly of shares purchased pursuant to each program.
Common Share Buy-Back Program
Effective April 1, 2014, the Board approved the 2014 common share buy-back program authorizing the purchase for treasury of up to 1.5 million common shares.
On February 26, 2015, the Board approved, with effect from April 1, 2015, the 2015 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. This program expired on March 31, 2016.
On February 19, 2016, the Board approved, with effect from April 1, 2016, the 2016 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. The repurchase of shares pursuant to the buy-backThis program is subject to the approval of the BMA. However, we do not intend to repurchase any common shares under this program, which expiresexpired on March 31, 2017.
On February 15, 2018, the Board approved, with effect on April 1, 2018, the 2018 common share buy-back program, authorizing the purchase for treasury of up to 1.0 million common shares. On December 6, 2018, following the completion of the initial 2018 share buy-back program, the Board approved the 2019 share buy-back program, authorizing for purchase for treasury of up to 2.5 million common shares through February 29, 2020.
On December 2, 2019, the Board approved, with effect from the completion of the previous program on December 20, 2019 through to February 28, 2021, a common share buy-back program, authorizing the purchase for treasury of up to 3.5 million common shares or $125 million. The timing and amount of repurchase transactions under the new program will be based on market conditions, share price, legal requirements and other factors. No assurances can be given as to the amount of common shares that may actually be repurchased.

Total common share buy-backs for the years ending December 31, 2019, 2018, 2017, 2016 2015, 2014, and 2013,2015, are as follows:
  For the year ending December 31,
  2016 2015 2014 2013 Total
Acquired number of shares (to the nearest share) 97,053
 250,371
 856,734
 403,848
 1,608,006
Average cost per common share (in $) 16.36
 19.42
 19.86
 13.89
 18.08
Total cost (in $) 1,588,189
 4,862,248
 17,018,412
 5,610,907
 29,079,756
On April 30, 2015, we repurchased and canceled 8,000,000 common shares held by CIBC for $15.00 per share, for a total of $120.0 million. The remaining CIBC shareholding in Butterfield (representing 2,343,423 shares) was purchased by Carlyle Global Financial Services, L.P. at $15.00 per share and subsequently sold to other investors.
On August 13, 2015, we repurchased and canceled 400,000 common shares held by two directors for $14.90 per share, for a total of $6.0 million.
 For the year ending December 31
 20192018201720162015Total
Acquired number of shares (to the nearest share)2,293,788
1,254,212

97,053
250,371
3,895,424
Average cost per common share (in $)35.55
38.62

16.36
19.42
35.02
Total cost (in $)81,534,076
48,442,768

1,588,189
4,862,248
136,427,281
The foregoing reflects the reverse share split that the Bank effected on September 6, 2016.
Preference Share Buy-Back Program
On April 28, 2014, the Board approved the 2014 preference share buy-back program, authorizing the purchase and cancellation of up to 26,600 preference shares.
On February 26, 2015, the Board approved, with effect from May 5, 2015, the 2015 preference share buy-back program, authorizing the purchase and cancellation of up to 5,000 preference shares.
Total preference share buy-backs for the years ending December 31, 2016, 2015, 2014,2019, 2018, 2017, and 20132016 are as follows:
 For the year ending December 31,For the year ending December 31
 2016 2015 2014 2013 Total20192018201720162015Total
Acquired number of shares (to the nearest share) 
 183
 560
 11,972
 12,715




183
183
Average cost per common share (in $) 
 1,151.55
 1,172.26
 1,230.26
 1,226.57




1,151.55
1,151.55
Total cost (in $) 
 210,734
 656,465
 14,728,624
 15,595,823




210,734
210,734
All of the preference shares were redeemed and canceled in December 2016.
From time to time, our associates, insiders and insiders' associates as defined by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to each program, provided no more than any such person's pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase program must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities.
Warrants
Following the capital raise on March 2, 2010, the terms of the 427,960 warrants with an exercise price of $70.10 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the Guarantee. Subsequently, the Government of Bermuda held 0.43 million (2015:(2016: 0.43 million) warrants with an exercise price of $34.72 (2015:(2016: $34.72) with an expiration date of June 22, 2019. On December 16, 2016, the Bank announced that it had repurchased for cancellation all of the outstanding warrants for $0.1 million.
Dividends
During the year ended December 31, 2016,2019, we paid cash dividends totaling $19.3$93.6 million or $0.40$1.76 for each common share on record as of the related record dates (2015: $24.8(2018: $83.7 million or $0.50 for each common share and CVCP share on record), and subsequent to year-end, we declared a dividend of $0.32$1.52 for each common share on the related record, date2017: $69.7 million or $1.28 for the fourth quarter of 2016. The CVCP shares were all converted toeach common sharesshare on March 31, 2015.
record). The Board also declared these dividends as a quarterly dividend of $0.10$0.44 per common share for each quarter of the first three quarters2019, $0.38 per common share for each quarter of 2016,2018, and $0.32 per common share for the fourtheach quarter of 2016. These per share amounts reflect the reverse share split that the Bank effected on September 6, 2016. 2017.
For more information, see "Risk Factors – Risks Relating to the Common Shares – Holders of our common shares may not receive dividends".

During the year ended December 31, 2015, we declared the full 8.00% cash dividends on preference shares in each quarter. During the year ended December 31, 2016, we declared the full 8.00% cash dividends on preference shares in the first three quarters and then redeemed the preference shares in December 2016. Preference share dividends declared and paid were $14.6 million during 2016 (2015: $14.6 million). Guarantee fees paid to the Government of Bermuda were $1.7 million during 2016 (2015: $1.8 million).
Cash Flows
20162019 vs. 20152018
Cash due from banks was $2.6 billion as at December 31, 2019, compared to $2.1 billion as ofat December 31, 2016, compared to $2.3 billion as of December 31, 2015.2018. The increase is described below by category of operating, investing and financing activities.
For the year ended December 31, 2016,2019, net cash provided by operating activities totaled $178.2$249.6 million (2015: $155.5(2018: $296.3 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities decreased by $46.7 million from 2018 to 2019, due primarily to a decrease in net income as well as movements in other liabilities.
Net cash provided by investing activities for the year ending December 31, 2019 totaled $1,092.5 million, compared to cash provided by investing activities of $338.6 million in 2018. The $754.0 million increase in cash provided by investing activities in 2019 was mainly attributable to the acquisition of ABN AMRO (Channel Islands) which had significant deposit funding which was deployed into short term investments for the short to medium term until such deposits are behavioralized.
Net cash used in financing activities totaled $919.4 million in 2019, compared to net cash used in financing activities of $125.2 million in 2018. The $794.3 million increase is mainly due to a reduction in the balance of customer deposits liabilities, excluding the customer deposits obtained during the ABN AMRO (Channel Islands) acquisition.
2018 vs. 2017
Cash due from banks was $2.1 billion as at December 31, 2018, compared to $1.5 billion as at December 31, 2017. The increase is described below by category of operating, investing and financing activities.

For the year ended December 31, 2018, net cash provided by operating activities totaled $296.3 million (2017: $242.1 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities increased by $22.7$65.7 million from 20152017 to 2016,2018, due primarily to an increase in net income and an increase on cash received on settlement of share-based payments.movements in employee future benefits. This was partially offset by a decreasemovements in the net realized gains (losses on AFS investments and a relatively larger increase in accrued interest receivable).other assets.
Net cash used inprovided by investing activities for the year ending December 31, 20162018 totaled $1.2 billion,$338.6 million, compared to cash used in investing activities of $325.8$164.3 million in 2015.2017. The $873.9$502.9 million decreaseincrease in cash used inprovided by investing activities in 20152017 was mainly attributable to an increase in cash disbursed for short-term investments,proceeds from the sale of AFS securities purchased under agreement to resell, as well as increasedand lower purchases of AFS and HTM investments, a decrease in sale proceeds from AFS investments and cash disbursed for a business acquisition.securities. This was partially offset by increased purchases of HTM securities and a relatively higher decreasenet increase in cash outflow on loan growth.balances.
Net cash provided byused in financing activities totaled $939.6$125.2 million in 2016,2018, compared to net cash provided by financing activities of $426.9$686.3 million in 2015.2017. The $512.7 million increase is mainly due to an increase in demand and term deposits and the proceeds from the issuance of common shares, net of underwriting discounts and commissions. This was partially offset by cash disbursed to redeem and cancel all of the outstanding preference shares.
2015 vs. 2014
Cash due from banks was $2.3 billion as of December 31, 2015, compared to $2.1 billion as of December 31, 2014. The increase is described below by category of operating, investing and financing activities.
For the year ended December 31, 2015, net cash provided by operating activities totaled $155.5 million (2014: $143.8 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities increased from 2014 to 2015, due primarily to an increase in other liabilities and employee benefit plans, and the movement in net realized gains (losses) on AFS investments, offset by a decrease in net income that generated lower cash earnings compared to the prior year, and an increase in other assets.
Our investing activities include capital expenditures, loan activities, investment activities, and divesture and acquisition activities. We do not own, directly or indirectly, any shares of stock or any other equity interest or long‑term debt securities of any company, corporation, firm, partnership, joint venture, association or other entity, except pursuant to the ordinary course of investment activities, the strategic investment in an associated company or as a result of the ordinary course of loan origination. Net cash used in investing activities for the year ending December 31, 2015 totaled $325.8 million, compared to cash used in investing activities of $258.7 million in 2014. The $67.1 million increase in cash used in investing activities in 2015 was mainly attributable to a decrease in purchases of short‑term investments, and a $0.2 million increase in proceeds from maturities and pay‑downs on AFS investments, and an increase in proceeds from sales on AFS investments, which was partially offset by an increase in purchases of AFS investments, a decrease in loans movement and the relative decrease from the deposits acquired in the HSBC acquisition in Cayman in 2014.
Net cash provided by financing activities totaled $426.9 million in 2015, compared to net cash provided by financing activities of $461.7 million in 2014. The $34.8$549.7 million decrease is mainly due to a $39.1 millionnet decrease in deposit growth, a $113.8 million increase in common shares repurchased attributable to the share repurchaseof demand and cancellation of the majority of CIBC’s shareholding and repurchases from two other shareholders, which was partially offset by decrease in repayment of long‑term debt due to the redemption of the $90 million Series A note in 2014 and a decrease in securities sold under agreement to repurchase.deposits.
Off Balance Sheet Arrangements
Assets Under Administration and Assets Under Management
In the normal course of business, we hold assets under administrationAUA and assets under managementAUM in a fiduciary or agency capacity for our clients. In accordance with GAAP, these assets are not our assets and are not included in our consolidated balance sheets.
Credit-Related Arrangements
We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these arrangements do not necessarily reflect future cash requirements. Management believes there are no material commitments to extend credit that represent risks of an unusual nature.
Standby letters of credit and letters of guarantee are issued at the request of our clients in order to secure a client's payment or performance obligations to a third party. These guarantees represent our irrevocable obligation to pay the third-party beneficiary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneficiary's claim against the client. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years.
Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client defaults. To control the credit risk associated with issuing letters of credit and letters of guarantee, we subject such activities to the same credit quality and monitoring controls as our lending activities. The types and amounts of collateral security we hold for these standby letters of credit and letters of guarantee are generally represented by our deposits or a charge over assets held in mutual funds. We are obligated to meet the entire financial obligation of these agreements and in certain cases are able to recover the amounts paid through recourse against the collateral security.

59



Segment Overview
The Bank manages its segmentsis managed by the Group CEO on a geographic basisbasis. In 2017, the Bank presented six segments which are grouped into the following six business segments based upon the geographic location of the Bank's operations:included Bermuda, the Cayman, Islands, Guernsey, Switzerland, The Bahamas, and the United Kingdom. UK. In 2018, the Bank reassessed the segment reporting as a result of acquisitions which were announced in 2017 or early 2018 and concluded on the following four geographic segments: Bermuda, Cayman, Channel Islands and the UK and Other. The Other segment is composed of several non-reportable operating segments that have been aggregated in accordance with GAAP. Each reportable segment has a managing director who reports to the Group CEO. The Group CEO and the segment managing director have final authority over resource allocation decisions and performance assessment.
Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of certain corporate overhead expenses and loan participation revenue and expense. Loan participation revenue and expenses are allocated pro-rata based uponon the percentage of the total loan funded by each jurisdiction participating in the loan.
Note that the operations of Switzerland and The Bahamas are not included in the following discussion due to their small scale of operations and their immaterial impact to the Bank's overall results.
Bermuda (Including Head Office)
For more than 150 years, Bermuda has served as home to our headquarters and remains our largest jurisdiction in terms of number of employees Banking Center locations and business volume. The following table provides certain financial information for our Bermuda segment for the years ended December 31, 2016, 20152019, 2018 and 2014.2017.
Summary Income Statement For the year ended December 31, Dollar change Percent change For the year ended December 31,Dollar changePercent change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 162.1
 145.1
 144.7
 17.0
 0.4
 11.7% 0.3 % 183.9
205.3
179.9
(21.4)25.4
(10.4)%14.1 %
Provision for credit losses (7.3) (3.6) (6.4) (3.7) 2.8
 102.8% (43.8)%
Provision for credit recoveries (losses) (3.1)6.8
4.6
(9.9)2.2
(145.6)%47.8 %
Non-interest income 71.8
 61.1
 60.7
 10.7
 0.4
 17.5% 0.7 % 89.1
87.4
81.4
1.7
6.0
1.9 %7.4 %
Net revenue before other gains (losses) 226.6
 202.5
 199.0
 24.1
 3.5
 11.9% 1.8 % 269.9
299.5
265.9
(29.6)33.6
(9.9)%12.6 %
Operating expenses (164.5) (159.5) (145.7) (5.0) (13.8) 3.1% 9.5 % (209.4)(202.4)(192.0)(7.0)(10.4)3.5 %5.4 %
Net income before other gains (losses) 62.1
 43.0
 53.3
 19.1
 (10.3) 44.4% (19.3)% 60.5
97.1
73.9
(36.6)23.2
(37.7)%31.4 %
Total other gains (losses) 1.4
 (2.5) 6.9
 3.9
 (9.4) 156.0% (136.2)% 2.2

2.8
2.2
(2.8)100.0 %(100.0)%
Net income 63.5
 40.5
 60.2
 23.0
 (19.7) 56.8% (32.7)% 62.7
97.1
76.7
(34.4)20.4
(35.4)%26.6 %
Summary Balance Sheet As of December 31,     As at December 31, 
(in millions of $) 2016 2015 Dollar change Percent change 20192018Dollar changePercent change
Customer deposits 5,947
 4,272
 1,675
 39.2 % 4,403
4,496
(93)(2.1)%
Loans, net of allowance for credit losses 1,997
 2,207
 (210) (9.5)% 2,096
1,998
98
4.9 %
Total assets 6,765
 5,114
 1,651
 32.3 % 5,220
5,387
(167)(3.1)%
Assets under administration  
  
  
     
 
Custody and other administration services 17,904
 29,367
 (11,463) (39.0)% 15,220
16,539
(1,319)(8.0)%
Trust 50,118
 32,064
 18,054
 56.3 % 44,369
46,906
(2,537)(5.4)%
Assets under management  
  
  
     
 
Butterfield Funds 1,659
 1,644
 15
 0.9 % 1,897
1,774
123
6.9 %
Other assets under management 1,777
 479
 1,298
 271.0 % 2,085
1,860
225
12.1 %
Total assets under management 3,436
 2,123
 1,313
 61.8 % 3,981
3,634
347
9.5 %
Number of employees 668
 529
 139
 26.3 % 520
572
(52)(9.1)%
20162019 vs. 20152018
Net income before other gains and losses was $62.1$60.5 million for the year ended December 31, 2016, up2019, down by $19.1$36.6 million from $43.0$97.1 million in the prior year,year. This decrease is due principally to the following movements in net interest income, provision for credit losses, non-interest income, operating expenses and total other gains.
Net interest income before provision for credit losses decreased project-related professional fees, which were down by $9.5$21.4 million to $10.8$183.9 million increased loanin 2019, due primarily to a lower average volume of interest incomeearning assets in 2019 driven by lower customer deposit funding as well as higher interest rates paid on customer term deposits.
Provision for credit losses was $3.1 million which was updown $9.9 million from a release in the prior year. This resulted primarily from smaller releases from the general provision compared to the prior year as well as increased specific provisions on a few residential mortgages and a commercial loan.
Non-interest income increased by $6.3$1.7 million to $122.6$89.1 million in 2019. This was primarily driven by increased investment income which was up $4.8 million to $44.7 million, increased deposit interest income, which was up $4.5 million to $6.1 million, increased trust revenue, which was up by $4.6 million to $16.7 million,card service fee contributions, increased asset management revenue, which was up $4.4fees due to new business, increased custody fees due to new fees and offset by reduced foreign exchange income due to reduced transactional volumes on foreign exchange transactions.
Operating expenses increased by $7.0 million to $13.3$209.4 million partially offset byin 2019 due primarily to increased salary and other employee benefit costs, due to both restructuring initiatives and costs associated with the departure of a senior executive, increased professional and other outside services costs, resulting from costs associated with the ABN AMRO (Channel Islands) acquisition which were up by $13.1 million to $80.4 million.booked at the Head Office level, and increased marketing costs associated with the rebranding initiative.
Other gains of $1.4 million during the year were favorableincreased by $3.9 million compared to net losses of $2.5$2.2 million in 2015.2019 . Other gains in 20162018 were due primarily toimmaterial. This was driven by higher mark-to-market gains on equity securities and net realized gains uponon the sale of certain AFS investmentsAFS.

Total assets as at December 31, 2019 were $5.2 billion, down $0.2 billion from December 31, 2018. Customer deposits ended 2019 at $4.4 billion, down $0.1 billion from the end of $0.6 million2018, and a $0.6 million receiptloan balances ended 2019 at $2.1 billion, up $0.1 billion from a liquidation distribution on a pass-through note which was previously fully impaired in 2010. the end of 2018.
Client AUA for the trust and custody businesses as at December 31, 2019 were $44.4 billion and $15.2 billion, respectively, while assets under management were $4.0 billion. This compares with $46.9 billion, $16.5 billion and $3.6 billion, respectively, as at December 31, 2018.
2018 vs. 2017
Net income afterbefore other gains and losses was $63.5$97.1 million in 2016, an increase of $23.0for the year ended December 31, 2018, up by $23.2 million from $40.5$73.9 million in the prior year. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $17.0$25.4 million to $162.1$205.3 million in 2016,2018, driven primarily by increased investment income due to a higher average balance of investments,yield, increased loan interest income resulting from the increases in the Bermuda base rate, increased deposit income both from higher average balances, and lower deposit expense due to a lower average volume of interest bearing deposits.
Provision for credit losses was $7.3a release of $6.8 million which was up $3.7$2.2 million from a recovery in the prior year, whichyear. This resulted primarily from large provisions for commercial loans and residential mortgages that were taken in 2016,larger releases from the general provision compared to much lower required provisions in 2015. This was partially offset by increased recoveries and unfavorable growth in new loans written and quicker than expected prepayments in 2016.the prior year.
Non-interest income increased by $10.7$6.0 million to $71.8$87.4 million in 2016, due primarily to increased trust revenue, which2018. This was up $4.6 million from the prior year, and increased asset management revenue, which was up $4.4 million from the prior year, both of which are primarily driven by the acquisition of HSBC’s private banking investmentcustody and other administrative services fees, which increased by $1.6 million due to several new customers, and asset management fees which increased by $1.3 million due to revised fee schedules and trust businesses.

higher AUM in certain Butterfield mutual funds.
Operating expenses increased by $5.0$10.4 million to $164.5$202.4 million in 20162018 due primarily to a non-core share based compensation expense as a result of the vesting of legacy 2010 performance options, increased salary and other employee benefit costs, resulting from increased post-retirement medical costs and higher performance related compensation, increased professional and other outside services costs, resulting from costs associated with our external audit and the costs associated with compliance programs and increased IT and communications costs associated with higher depreciation and increased sourcing costs. This increase was further augmented by an increase in indirect taxation, resulting from increased asset-based taxes, higher payroll tax and the costs of the Bermuda Deposit Insurance program.
Other gains decreased by $2.8 million to nil. Other gains in 2017 were due primarily to a $2.6 million receipt from a liquidation distribution on a pass-through note which were primarily driven by increased headcount fromwas previously fully impaired in 2010 and $1.7 million of realized gains upon the onboardingsale of staff from the recent acquisition, partially offset by lower project-related professional fees.AFS investments.
Total assets as ofat December 31, 20162018 were $6.8$5.4 billion, up $1.7down $0.7 billion from December 31, 2015.2017. Customer deposits ended 20162018 at $5.9$4.5 billion, up $1.7down $0.8 billion from the end of 20152017 from deposits which were a result of the recent acquisitionwhere certain large corporate customers withdrew deposits during the year, and loan balances ended 20162018 at $2.0 billion, down $0.2 billion$12.0 million from the end of 2015.2017.
Client assets under administrationAUA for the trust and custody businesses as ofat December 31, 20162018 were $50.1$46.9 billion and $17.9$16.5 billion, respectively, while assets under managementAUM were $3.4$3.6 billion. This compares with $32.1$47.8 billion, $29.4$19.6 billion and $2.1$3.7 billion, respectively, as ofat December 31, 2015.
2015 vs. 2014
Net income before other gains and losses decreased $10.3 million for the year-ended December 31, 2015 from December 31, 2014 due principally to increased project-related professional fees, which were up by $6.2 million to $14.0 million, increased severance and early retirement costs which were up by $3.9 million to $6.6 million, a $4.8 million provision in connection with the ongoing US investigation relating to the so-called John Doe Summonses, partially offset by lower provisions for credit losses which were down by $2.8 million to $3.6 million. See "Information on the Company — Legal Proceedings".
Other losses of $2.5 million during the prior year were unfavorable by $9.4 million compared to net gains of $6.9 million in 2014. Other losses in 2015 were due primarily to realized losses upon the sale of certain AFS investments of $2.8 million due to the strategic repositioning of the investment portfolio partially offset by decreased valuation allowances taken on foreclosed properties. In 2014, a $8.7 million gain was recorded on liquidation proceeds from our last remaining pass-through note. Net income after gains and losses was $40.5 million, a decrease of $19.7 million from $60.2 million in the prior year.
Net interest income before provision for credit losses increased by $0.4 million to $145.1 million in 2015. The increase was driven primarily by increased investment income due to higher average balance of investments, lower deposit expense and long term debt interest expense, partially offset by lower loan interest income due to lower average loan balances.
Provision for credit losses was down $2.8 million from 2014 to 2015 due to large provisions for commercial loans and residential mortgages that were taken in 2014, combined with increased recoveries in 2015.
Non-interest income increased by $0.4 million to $61.1 million in 2015, due primarily to increased asset management revenue from increased money market fund rates and other one-time fees, increased banking revenues resulting primarily from increased electronic banking revenues, which was partially offset by decreased rental income from the sale of hotel properties in 2014 and decreased foreign exchange and trust revenues due to decreased volumes.
Operating expenses increased by $13.8 million to $159.5 million in 2015 due to higher project-related professional fees, increased salaries and other benefits expense relating to increased severance and post-retirement medical expense, partially offset by reduced headcount and incentive compensation, a provision in connection with the ongoing US investigation relating to the John Doe Summonses, and increased non-income taxes from higher payroll taxes, partially offset by decreased property management and maintenance costs resulting from the sale of hotel properties in 2014 as well as cost savings initiatives resulting in lower electrical costs.2017.
Cayman Islands
We are a leading financial services provider in the Cayman Islands, offering a comprehensive range of personal and corporate financial services. In addition to our strong retail presence, we are focused on the provision of wealth management services including private banking, asset management and trust services.
We have continued to enhance our client delivery channels including the newly opened Camana Bay banking branch and online and mobile banking and introduced Chip & PIN enabled and American Airlines affinity credit card products in the market.platform upgrades. With threefour Banking Centers in desirable locations and 1415 ATMs strategically located in Grand Cayman, we continue to be a leading provider of financial services locally. The following table provides certain financial information for our Cayman Islands segment for the years ended December 31, 2016, 20152019, 2018 and 2014.2017.
Summary Income Statement For the year ended December 31, Dollar change Percent change For the year ended December 31,Dollar changePercent change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 80.0
 66.9
 59.4
 13.1
 7.5
 19.6 % 12.6 % 114.6
103.2
86.1
11.4
17.1
11.0%19.9%
Provision for credit losses 2.1
 (0.5) (0.6) 2.6
 0.1
 (520.0)% (16.7)%
Provision for credit recoveries (losses) 1.9
1.3
1.0
0.6
0.3
46.2%30.0%
Non-interest income 41.4
 39.5
 33.5
 1.9
 6.0
 4.8 % 17.9 % 51.9
47.8
46.0
4.1
1.8
8.6%3.9%
Net revenue before other gains (losses) 123.5
 106.0
 92.3
 17.5
 13.7
 16.5 % 14.8 % 168.4
152.3
133.1
16.1
19.2
10.6%14.4%
Operating expenses (60.6) (58.1) (58.8) (2.5) 0.7
 4.3 % (1.2)% (61.1)(60.7)(59.4)(0.4)(1.3)0.7%2.2%
Net income before other gains (losses) 62.9
 47.9
 33.5
 15.0
 14.4
 31.3 % 43.0 % 107.3
91.6
73.7
15.7
17.9
17.1%24.3%
Total other gains (losses) (0.5) (0.8) 
 0.3
 (0.8) 37.5 % (100.0)% 0.6
0.4

0.2
0.4
50.0%%
Net income 62.4
 47.1
 33.5
 15.3
 13.6
 32.5 % 40.6 % 107.9
92.0
73.7
15.9
18.3
17.3%24.8%

Summary Balance Sheet As of December 31,     As at December 31, 
(in millions of $) 2016 2015 Dollar change Percent change 20192018Dollar changePercent change
Customer deposits 3,024
 3,013
 11
 0.4 % 3,450
3,320
130
3.9 %
Loans, net of allowance for credit losses 1,182
 1,105
 77
 7.0 % 1,105
1,012
93
9.2 %
Total assets 3,393
 3,282
 111
 3.4 % 3,839
3,706
133
3.6 %
Assets under administration  
  
      
Custody and other administration services 2,323
 2,008
 315
 15.7 % 2,582
2,244
338
15.1 %
Trust 4,018
 3,463
 555
 16.0 % 7,723
7,700
23
0.3 %
Assets under management  
  
      
Butterfield Funds 76
 83
 (7) (8.4)% 195
229
(34)(14.8)%
Other assets under management 770
 768
 2
 0.3 % 646
606
40
6.6 %
Total assets under management 846
 851
 (5) (0.6)% 841
835
6
0.7 %
Number of employees 304
 293
 11
 3.8 % 296
277
19
6.9 %
20162019 vs. 20152018
Net income before other gains and losses for the year ended December 31, 20162019 was $62.9$107.3 million, up by $15.0$15.7 million from $47.9$91.6 million in 2015. The2018. This increase wasis due primarilyprincipally to increasesthe following movements in net interest income, on investments and loans andprovision for credit losses, non-interest income led by volume-driven banking, and foreign exchange income, partially offset by increased costs in technology and communications, professional services and loan servicing fees.operating expenses.
Net interest income before provision for credit losses was $80.0$114.6 million in 2016,2019, an improvement of $13.1$11.4 million compared to 2015.2018. The increase from 20152018 to 20162019 was driven primarily by an improvement in loan income of $5.8 million from a $100 million increase in average loans attributable largely to increased inter-group loan participation levels and investment income which was up by $7.0$8.8 million from 20152018 to 20162019 as a result of the increase in higher yielding investment assets. Interest income on loans also increased by $1.9 million as a result of higher loan volumes. Deposit liability costs increased from $4.2 million in 2018 to $8.4 million in 2019 as a result of higher volumes and customer rates.
Provision for credit losses was a recovery of $1.9 million in 2019, representing an increase of $0.6 million compared to a smaller credit recovery in 2018. This increase in recovery was due to a net specific provision release driven by a small government loan-to-debt conversion and additional releases in the general provision in 2019.
Non-interest income was $51.9 million, up $4.1 million from 2018 due primarily to increased transactional volumes on foreign exchange transactions and to increased card service fee contributions.
Operating expenses increased by $0.4 million from 2018 to 2019, to $61.1 million, driven primarily by higher compensation costs from increased headcount and offset by reduced property expenses due to the expiry and non-renewal of a lease.
Other gains and losses for the year ended December 31, 2019 were gains of $0.6 million, an increase of $0.2 million from gains in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio.
Total assets as at December 31, 2019 were $3.8 billion, up $0.1 billion from the end of 2018, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 2018 to year-end 2019 at $1.1 billion due to an increase in both corporate and consumer lending.
Client AUA for the trust and custody businesses were $7.7 billion and $2.6 billion, respectively, while AUM were $0.8 billion at the end of 2019. This compares with $7.7 billion, $2.2 billion and $0.8 billion, respectively, on December 31, 2018.
2018 vs. 2017
Net income before other gains and losses for the year ended December 31, 2018 was $91.6 million, up by $17.9 million from $73.7 million in 2017. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses was $103.2 million in 2018, an improvement of $17.1 million compared to 2017. The increase from 2017 to 2018 was driven primarily by an improvement in investment income which was up by $8.1 million from 2017 to 2018 as a result of an increase in average AFS and HTM investment balances.balances, along with a 52 basis point increase in yield. Interest income on loans also increased by $6.3 million as a result of an increase in the Cayman base rate and higher loan volumes. Deposit liability costs decreasedincreased from $2.1$2.9 million in 20152017 to $2.0$3.8 million in 2016 following the balance run-off on2018 as a high interest noticeresult of slightly higher deposit product and impact of low to negative rates on currency demand deposits.rates.
Provision for credit losses was a recovery of $2.1$1.3 million in 2016,2018, representing a decrease of $2.6$0.3 million compared to a smaller credit lossesrecovery in 2015.2017. This decrease was primarily a result of a revision tolarger releases from the country risk factor appliedgeneral provision in 2016.2018.
Non-interest income was $41.4$47.8 million, up $1.9$1.8 million from 20152017 due primarily to volume driven increases in banking fees led by account service charges, wire transfer and card volumes, and foreign exchange income.income which increased due to higher volumes and increased trust revenue from the recent acquisition.
Operating expenses increased by $1.3 million from 2017 to 2018, to $60.7 million, driven primarily by increased performance related compensation costs, property costs, costs in technology and communication, as well as increased inter-company charges.
Other gains and losses for the year ended December 31, 20162018 were $0.5gains of $0.4 million, a decreasean increase of $0.3$0.4 million from small losses in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio and a write-down on other real estate owned.
Operating expenses increased by $2.5 million from 2015 to 2016, to $60.6 million, driven primarily by increased costs in technology and communication, professional services and loan servicing fees.portfolio.
Total assets as ofat December 31, 20162018 were $3.4$3.7 billion, up $0.1$0.5 billion from the end of 2015,2017, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 20152017 to year-end 20162018 at $1.2 billion. The AFS investments, at $1.2$1.0 billion at the end of 2016, were up $0.2 billion, year over year. The HTM investments, at $0.6 billion at the end of 2016, were up $0.3 billion, year over year.due to an increase in both corporate and consumer lending.
Client assets under administrationAUA for the trust and custody businesses were $4.0$7.7 billion and $2.3$2.2 billion, respectively, while assets under managementAUM were $0.8 billion at the end of 2016.2018. This compares with $3.5$5.1 billion, $2.0$2.2 billion and $0.9 billion, respectively, on December 31, 2015.2017.
2015

Channel Islands and the UK
The Channel Islands and UK segment includes the jurisdictions of Guernsey, Jersey (both in the Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial institutions including private banking and treasury services, internet banking, wealth management and fiduciary services. The UK jurisdiction provides mortgage services for high-value residential properties. The following table provides certain financial information for our Channel Islands and the UK segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 47.2
34.5
23.6
12.7
10.9
36.8 %46.2 %
Provision for credit recoveries (losses) 1.4
(1.1)0.2
2.5
(1.3)(227.3)%(650.0)%
Non-interest income 34.3
26.8
24.4
7.5
2.4
28.0 %9.8 %
Net revenue before other gains (losses) 82.9
60.2
48.2
22.7
12.0
37.7 %24.9 %
Operating expenses (74.2)(50.4)(43.8)(23.8)(6.6)47.2 %15.1 %
Net income before other gains (losses) 8.7
9.8
4.4
(1.1)5.4
(11.2)%122.7 %
Total other gains (losses) 
(1.2)(1.5)1.2
0.3
(100.0)%(20.0)%
Net income 8.7
8.6
2.9
0.1
5.7
1.2 %196.6 %
Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 4,554
1,603
2,951
184.1 %
Loans, net of allowance for credit losses 2,025
1,081
944
87.3 %
Total assets 5,108
1,967
3,141
159.7 %
Assets under administration     
Custody and other administration services 12,506
6,282
6,224
99.1 %
Trust 20,417
21,490
(1,073)(5.0)%
Assets under management     
Butterfield Funds 65
55
10
18.2 %
Other assets under management 760
321
439
136.8 %
Total assets under management 825
376
449
119.4 %
Number of employees 425
331
94
28.4 %
2019 vs. 20142018
NetOur Channel Islands and UK segment posted net income before other gains and losses for the year ended December 31, 2015 was up by $14.4 million from $33.5of $8.7 million in 2014. The increase was2019, a decrease of $1.1 million when compared to 2018. This movement is due primarilyprincipally to increasesthe following movements in net interest income, on investments and loans andprovision for credit losses, non-interest income led by volume-driven banking, foreign exchange income, trust and asset management fees, partially offset by increased costs in technology and communications, professional services and loan servicing fees.operating expenses.
Net interest income before provision for credit losses was an improvement of $7.5increased by $12.7 million to $47.2 million in 2019, compared to 2014. The increase was$34.5 million in 2018, primarily driven from an improvement in loan income of $4.3 million from a $104.0due to $15.1 million increase in average loans attributable largely to the acquisition of loansloan interest income and deposits from HSBC Bank (Cayman) Limited in the fourth quarter of 2014. Investment income was up by $3.5$15.1 million from 2014 to 2015, resulting from an increase in average AFS and HTM investment balances. Deposit liability costs increaseddeposits with banks interest income due to additional funding as a result of the ABN AMRO (Channel Islands) acquisition. Partially offsetting this was a $18.9 million increase in interest expense, principally from $1.9 million in 2014 to $2.1 million in 2015 on growth in average interest bearing customer deposits.deposit funding from the ABN AMRO (Channel Islands) acquisition.
Provision for credit losses was a recovery of $0.5$1.4 million, was $0.1compared to an expense of $1.1 million lower than provision for credit losses in 2014.2018 due to the reversal of Brexit economic factors that were no longer supported and reduced historical rates.
Non-interest income was $39.5increased by $7.5 million to $34.3 million in 2015, up $6.0 million over 2014. The increase was due primarily2019, attributable to volume-driven increases in foreign exchange and banking fees led by wire transfer, account service charges and card volumes, along with asset management and trust fees partially offset by lower rental income.
Other losses for the year ended December 31, 2015, was $0.8 million, an increase of $0.8 million from 2014 primarily from investment sales as a partimpact of the strategic repositioninglate-2018 onboarding of Deutsche Bank clients as well as the investment portfolio, partially offset by the gain on the sale of Butterfield House, a building we formerly occupied.ABN AMRO (Channel Islands) acquisition.
Operating expenses decreased $0.7of $74.2 million from 2014in 2019 were $23.8 million higher than 2018, principally due to 2015 to $58.1 million, driven primarily by acquisition integrationincreased salaries and other project costsstaff benefits from a higher headcount as a result of the ABN AMRO acquisition, increased property expenses from ABN AMRO staff occupying a separate building as well as higher technology expenses from increased infrastructure investment and to accommodate the other elements of the ABN AMRO acquisition.
Other gains for 2019 saw an improvement of $1.2 million compared to 2018. Losses in 2014 along with lower technology and communication costs2018 reflected a non-core settlement loss on a defined benefit pension plan.
Total assets of $5.1 billion as at December 31, 2019, an increase from $2.0 billion as at December 31, 2018 primarily from the ABN AMRO (Channel Islands) acquisition as well as an increase in new residential loan origination in the current year, whichUK.
At the end of 2019, client AUA for the trust and custody businesses were partially offset by increased salary$20.4 billion and employee benefit costs$12.5 billion, respectively, while AUM were $0.8 billion. This compares with $21.5 billion, $6.3 billion and amortization of intangible assets following the acquisition of loans and deposits from HSBC Bank (Cayman) Limited in the fourth quarter of 2014.$0.4 billion, respectively, as at December 31, 2018.

2018 vs. 2017


Guernsey
In Guernsey, we offer private banking, lending, asset management, custody, administered bankingOur Channel Islands and fiduciary services. The following table provides certain financial information for our Guernsey segment for the years ended December 31, 2016, 2015 and 2014.
Summary Income Statement For the year ended December 31, Dollar change Percent change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015
Net interest income 14.1
 16.6
 18.1
 (2.5) (1.5) (15.1)% (8.3)%
Provision for credit losses (0.4) (0.1) (0.2) (0.3) 0.1
 300.0 % (50.0)%
Non-interest income 24.6
 26.2
 26.8
 (1.6) (0.6) (6.1)% (2.2)%
Net revenue before other gains (losses) 38.3
 42.7
 44.7
 (4.4) (2.0) (10.3)% (4.5)%
Operating expenses (35.5) (39.9) (39.6) 4.4
 (0.3) (11.0)% 0.8 %
Net income before other gains (losses) 2.8
 2.8
 5.1
 
 (2.3)  % (45.1)%
Total other gains (losses) (1.0) (1.1) 4.4
 0.1
 (5.5) 9.1 % (125.0)%
Net income 1.8
 1.7
 9.6
 0.1
 (7.9) 5.9 % (82.3)%
Summary Balance Sheet As of December 31,    
(in millions of $) 2016 2015 Dollar change Percent change
Customer deposits 967
 1,245
 (278) (22.3)%
Loans, net of allowance for credit losses 519
 433
 86
 19.9 %
Total assets 1,133
 1,391
 (258) (18.5)%
Assets under administration  
  
    
Custody and other administration services 4,449
 6,253
 (1,804) (28.9)%
Trust 28,262
 31,339
 (3,077) (9.8)%
Assets under management  
  
    
Butterfield Funds 56
 55
 1
 1.8 %
Other assets under management 338
 355
 (17) (4.8)%
Total assets under management 394
 410
 (16) (3.9)%
Number of employees 209
 203
 6
 3.0 %
2016 vs. 2015
Our GuernseyUK segment posted net income before gains and losses of $2.8$9.8 million in 2016, flat2018, an increase of $5.4 million when compared to 2015.2017. This wasmovement is due principally to the offsetting effects of lowerfollowing movements in net interest income, provision for credit losses, non-interest expenses due to lower salariesincome and benefits costs due to exit costs incurred in the prior year, which was offset by lower revenues which were generally a result of adverse exchange rate movements. In GBP equivalent, net income before gains and losses was up £0.3 million.
Other losses for 2016 were $1.0 million, down by $0.1 million compared to net losses of $1.1 million in 2015, due primarily to valuation changes on certain US government and federal agency securities in 2015 compared a revision to the purchase price allocation of the Legis transaction in 2016 due to positive results during a previously established earn-out period. Net income after gains and losses was $1.8 million in 2016, an increase of $0.1 million from $1.7 million in 2015.operating expenses.
Net interest income before provision for credit losses decreasedincreased by $2.5$10.9 million to $14.1$34.5 million in 2016,2018, compared to $16.6$23.6 million in 2015,2017, primarily due to lowera $10.4 million increase in loan interest income, earneddue to increased loans underwritten in the UK jurisdiction which were funded by the Guernsey jurisdiction. Partially offsetting this was a $4.7 million increase in interest expense, principally from a 22 basis point increase in the cost of deposits from increased rates on investments from the sale of the investment book in June 2016, as well as adverse exchange rate movements.term deposits.
Provision for credit losses was $0.4an expense of $1.1 million, compared to $0.1an expense of $0.2 million in 20152017 due to increased general provisioning rates on United KingdomUK exposures compared to the prior year together with the impacta specific provision raised in Guernsey of increased participation in United Kingdom loans driving higher average loan balances.$0.8 million.
Non-interest income decreased by $1.6$2.4 million to $24.6$26.8 million in 2016,2018, attributable to adverse exchange rate movements which more than offset increasesan increase in trust revenue predominantly as a result of new revenues principallygenerated from higher time spent and special fees.clients acquired from the recent acquisition.
Operating expenses of $35.5$50.4 million in 20162018 were $4.4$6.6 million lowerhigher than 20152017, principally due to favorable exchange rate movements. In local currency,increased salaries and other staff benefits were lower than the prior year resulting from a slightly lower average headcount. Offsettinghigher headcount as a result of the recent acquisitions and increased discretionary incentive costs. Augmenting this was higher technology expenses from increased infrastructure investment to set up the Jersey jurisdiction and higher professional fees.to accommodate the other elements of the recent acquisition.
Other losses for 2018 were $1.2 million, an improvement by $0.3 million compared to net losses of $1.5 million in 2017. Losses in 2018 reflected non-core settlement loss on a defined benefit pension plan, while losses in 2017 reflected purchase price adjustments during the earn-out period of the Legis transaction recorded in 2017. Net income after gains and losses was $8.6 million in 2017, an increase of $5.7 million from $2.9 million in 2017.
Total assets of $1.1$2.0 billion as ofat December 31, 2016 were down2018, an increase from $1.4$1.6 billion as ofat December 31, 20152017 primarily from adverse exchange rates.an increase in customer deposits, principally in the Jersey jurisdiction and loan origination growth from the UK jurisdiction, which was funded by Guernsey.
At the end of 2016,2018, client assets under administrationAUA for the trust and custody businesses were $28.3$21.5 billion and $4.4$6.3 billion, respectively, while assets under managementAUM were $0.4 billion as of December 31, 2016.billion. This compares with $31.3$26.5 billion, $6.3$5.8 billion and $0.4 billion, respectively, as ofat December 31, 2015.

2015 vs. 2014
Net income before gains and losses decreased $2.3 million from 2014 to 2015. The year-over-year decrease is due mainly to increased expenses, primarily salaries and benefits, as a result of the full year of increased full-time headcounts from the Legis transaction, as well as adverse exchange rate movements affecting revenues. In GBP equivalent, net revenues before gains and losses were up £0.8 million, largely resulting from a full year of revenue from the Legis transaction.
Other gains (losses) decreased $5.5 million from 2014 to 2015 due primarily to valuation changes on certain US government and federal agency securities. Net income after gains and losses was $7.9 million lower than the prior year.
Net interest income before provision for credit losses decreased by $1.5 million from 2014 to 2015 primarily due to lower interest income earned on investments from lower yields, as well as adverse exchange rate movements.
Provision for credit losses was $0.1 million in 2015 and $0.2 million in 2014.
Non-interest income decreased $0.6 million from 2014 to 2015 attributable to lower banking revenue from the termination of a tailor-made banking product for one of our major clients in 2015, and adverse exchange rate movements offset by increased trust revenues as a result of new business growth and the impact of the Legis transaction in the prior year.
From 2014 to 2015, operating expenses increased $0.3 million due to higher staff expenses from headcount increases, offset by favorable exchange rate movements and lower amortization as intangibles from a previous acquisition were fully amortized by the end of 2014.
United Kingdom
In the United Kingdom in 2016, we provided a range of traditional private banking, lending, treasury and investment management services, inclusive of the provision of family office services to high net worth international clients through the expertise within the Butterfield Group. In early 2016, we announced the orderly wind-down of the deposit-taking and investment management and custody businesses in the United Kingdom. The following table provides certain financial information for our United Kingdom segment for the years ended December 31, 2016, 2015 and 2014.
Summary Income Statement For the year ended December 31, Dollar change Percent change
(in millions of $) 2016 2015 2014 2015 to 2016 2014 to 2015 2015 to 2016 2014 to 2015
Net interest income 2.1
 10.5
 16.2
 (8.4) (5.7) (80.0)% (35.2)%
Provision for credit losses 1.1
 (1.5) (0.9) 2.6
 (0.6) (173.3)% 66.7 %
Non-interest income 3.9
 6.3
 7.7
 (2.4) (1.4) (38.1)% (18.2)%
Net revenue before other gains (losses) 7.1
 15.3
 23.0
 (8.2) (7.7) (53.6)% (33.5)%
Operating expenses (20.3) (22.3) (22.2) 2.0
 (0.1) (9.0)% 0.5 %
Net income before other gains (losses) (13.2) (7.0) 0.9
 (6.2) (7.9) 88.6 % (877.8)%
Total other gains (losses) 1.2
 (5.1) 4.3
 6.3
 (9.4) (123.5)% (218.6)%
Net income (12.0) (12.0) 5.2
 
 (17.2)  % (330.8)%
Summary Balance Sheet As at December 31,    
(in millions of $) 2016 2015 Dollar change Percent change
Customer deposits 
 598
 (598) (100.0)%
Loans, net of allowance for credit losses 
 404
 (404) (100.0)%
Total assets 152
 788
 (636) (80.7)%
Assets under administration - Custody 
 1,573
 (1,573) (100.0)%
Assets under management    
    
Butterfield Funds 
 70
 (70) (100.0)%
Other assets under management 
 139
 (139) (100.0)%
Total assets under management 
 209
 (209) (100.0)%
Number of employees 23
 80
 (57) (71.3)%
2016 vs. 2015
The United Kingdom segment recorded a net loss of $12.0 million in 2016, flat when compared to 2015. Costs associated with the orderly wind-down of the United Kingdom's operations inclusive of restructuring charges, as well as lower net interest income primarily attributable to lower loan balances accounts were offset by decreases in provision for credit losses and increases in other gains.
Other gains in 2016 were $1.2 million, up $6.3 million from losses in 2015 of $5.1 million due primarily to the impairment of the core banking system as a result of the orderly wind-down of the United Kingdom's operations recorded in the prior year, compared to a change in unrealized gains recorded in 2016 pertaining to certain US government and federal agency securities.

Net interest income before provision for credit losses of $2.1 million was down $8.4 million from $10.5 million in 2015. The decrease was due primarily to reduced loan interest income, which resulted from the participation of existing loans to other group jurisdictions throughout 2016.
Provision for credit losses was a recovery of $1.1 million in 2016 compared to a loss of $1.5 million in 2015. The recovery in 2016 is due to two factors: the recovery of certain specific provisions on commercial properties, and the sub-participation of the entire loan book to other group jurisdictions, thereby transferring the risks associated with those loans.
Operating expenses of $20.3 million in 2016 were $2.0 million lower than in 2015, due primarily to lower salaries, technology and communications and professional and outside services charges, all due to the smaller continuing operations, which was partially offset by restructuring charges of $6.1 million recorded in 2016, compared to $2.2 million recorded in 2015. The increased restructuring charges were primarily a result of increased staff redundancy costs and related professional fees incurred in 2016, and have been included as non-core expenses.
Total assets at the end of 2016 were down from total assets at the end of 2015, decreasing by $0.6 billion to $0.2 billion. Loan balances and customer deposit balances both decreased to nil as loans were all participated by other group jurisdictions and all depositors were repaid, compared to year-end 2015 position at $0.4 billion and $0.6 billion, respectively.
Custody client assets under administration at the end of 2016 amounted to nil, down from $1.6 billion as of December 31, 2015. Assets under management were nil as of December 31, 2016, down from $0.2 billion as of December 31, 2015. The decreases are a result of the orderly wind-down of the asset management business in the United Kingdom.
2015 vs. 2014
From 2014 to 2015, net income decreased by $17.2 million due to costs associated with the orderly wind-down of the United Kingdom's operations inclusive of impairment charges and other restructuring charges, as well as lower net interest income primarily attributable to lower loan balances.
Other gains decreased $9.4 million from 2014 to 2015, due primarily to the impairment of the core banking system as a result of the orderly wind-down of the United Kingdom's operations recorded in 2015.
Net interest income before provision for credit losses decreased $5.7 million from 2014 to 2015, due primarily to reduced loan interest income, which resulted from the combination of a reduction in commercial loan balances with a corresponding decrease in average interest rates earned on loans, as well as adverse exchange rate movements.
Provision for credit losses was a loss of $1.5 million in 2015 and $0.9 million in 2014. In 2015, additional provisions of $1.7 million were raised on two commercial loan facilities and were offset by a $0.2 million recovery on a commercial facility that was written off in 2014.
Operating expenses increased $0.1 million from 2014 to 2015 due primarily to restructuring charges of $2.2 million recorded in 2015, as well as a $0.2 million increase in professional and outside services fees, which were slightly offset by reductions in salaries and other employee benefits from a drop in headcount, a decrease in non-income taxes from a value-added tax recovery, a decrease in rental expense, as well as favorable foreign exchange movements.2017.
Critical Accounting PoliciesEmployee Future Benefits
We maintain trusteed pension plans including non-contributory defined benefit plans and Estimatesa number of defined contribution plans, and provide post-retirement healthcare benefits to our qualifying retirees. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the final years of employment. The defined benefit pension and post-retirement healthcare plans are not open to new participants, are non-contributory and thus the funding required is provided by us, based upon the advice of an independent actuary.
Effective December 31, 2011, the Bermuda defined benefit pension benefits were amended to freeze credited service and final average earnings for remaining active members. Effective January 2012, all the participants of the Bermuda defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Bermuda defined benefit pension plan is amortized over the estimated average remaining life expectancy of the inactive participants of 22.8 years. Prior to all Bermuda participants being inactive, the net actuarial loss of the Bermuda defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 4.5 years.
Effective September 30, 2014, the defined benefit pension benefits of our Guernsey operations were amended to freeze credited service and final average earnings for remaining active members. The Bank's significant accounting policies conformbenefits amendment resulted in a further reduction in the Guernsey defined benefit pension liability of $4.6 million as at September 30, 2014.
Effective October 2014, all of the participants of the Guernsey defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Guernsey defined benefit pension plan will be amortized over the estimated average remaining life expectancy of the inactive participants of 39 years. Prior to USall Guernsey participants being inactive, the net actuarial loss of the Guernsey defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 15 years.
For the year ended December 31, 2014, numerous changes in the plan provisions were made to align the plan provisions with our administrative practices resulting in a further increase in the Bermuda defined benefit post-retirement healthcare plan liability of $7.9 million. We amortize prior service credit resulting from plan amendments that occurred when plan members were active employees, on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to receive benefits under the plan. Such remaining service periods are as follow: 3.1 years for the 2010 plan amendments and 4.6 years for the 2011 plan amendments. Plan amendments occurring in 2014 resulted in the recognition of new prior service cost on December 31, 2014 on a plan for which substantially all members are now inactive and, in accordance with GAAP, and are describedwe have elected to amortize this new prior service cost on a linear basis over 21 years, which is the average remaining life expectancy of members eligible for benefits under the plan at the time of the amendments.
As at December 31, 2019, we had a net obligation for employee future benefits in Note 2the amount of $110.3 million, down $6.9 million (5.8%) from $117.2 million at the end of 2018. The decrease was driven primarily by improvements in the valuation of fund assets, partially offset by plan amendments.
See "Note 11: Employee benefit plans" to our audited consolidated financial statements. Various elementsstatements as at December 31, 2019 for additional tables and information.
Long-Term Debt, Interest Payments and Maturities
We had outstanding issuances of long-term debt with a carrying value of $143.5 million as at December 31, 2019 and $143.3 million as at December 31, 2018, all issued in US Dollars. As at December 31, 2019, $97.3 million of our accounting policies, by their nature,outstanding long-term debt was eligible for inclusion in our Tier 2 regulatory capital base and was limited to 50% of Tier 1 capital, down from $111.3 million at the end of 2018 due to the two older issuances amortizing in the last five years to maturity. On May 24, 2018, the Bank issued US $75 million of Subordinated Lower Tier II capital notes. The notes were issued at par and are inherently subjectdue on June 1, 2028. The notes were offered in the US pursuant to estimation techniques, valuation assumptionsthe Bank's automatic shelf registration statement of Form F-3 filed with the SEC on April 18, 2018. The notes are listed on the BSX in the specialist debt securities category. The proceeds from the sale of the notes were used, among other, to repay the entire amount of the US $47 million outstanding subordinated notes series 2003-B. The notes issued pay a fixed

coupon of 5.25% until June 1, 2023 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 2.27% over the 10-year US Treasury yield. There were no other significant movements in long-term debt during the period from December 31, 2018 to December 31, 2019.
The following table presents the contractual maturity, interest rates and other subjective assessments. Given the sensitivity ofprincipal outstanding as at December 31, 2019:
 Long-term debt (in millions of $)
Earliest date
redeemable at
the Bank's option
Contractual
maturity date
Interest rate until date redeemable
Interest rate from earliest date
redeemable to contractual maturity
Principal
outstanding
2005 issuance - Series BJuly 2, 2015July 2, 20205.11%3 months US$ LIBOR + 1.695%45.0
2008 issuance - Series BMay 27, 2018May 27, 20238.44%3 months US$ LIBOR + 4.929%25.0
2018 issuanceJune 1, 2023June 1, 20285.25%3 months US$ LIBOR + 2.255%75.0
Unamortized issuance costs    (1.5)
Total    143.5
See "Note 20: Long-term debt" to our audited consolidated financial statements as at December 31, 2019 for additional information.
Other Liabilities
Other liabilities include operating lease liabilities, derivative liabilities, current employee salaries and benefits payable and related payroll tax, as well as sundry liabilities. Other liabilities increased by $81.0 million to these critical$254.0 million as at December 31, 2019. This increase was a result of the acquisition of ABN AMRO (Channel Islands) as well as the adoption of the new Lease accounting policies,standard, Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842)), requiring the use of other judgments, estimatesBank to recognize (prospectively, with no adjustments to prior periods) right-of-use assets and assumptions could result in material differences in our results of operations or financial condition. Details of certain critical policieslease liabilities for operating leases and estimates that affect our business results are summarized below:for finance leases from January 1, 2019.
Allowance for Credit Losses
Contractual Obligations
Credit-Related Arrangements
We maintain an allowanceenter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years. The following table sets forth the outstanding financial guarantees with contractual amounts representing credit risk as of the dates indicated:
 December 31, 2019December 31, 2018
(in millions of $)GrossCollateralNetGrossCollateralNet
Standby letters of credit231.0
223.7
7.3
245.2
237.1
8.1
Letters of guarantee7.8
7.7
0.1
2.7
2.6
0.1
Total238.8
231.4
7.4
247.8
239.7
8.2
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit losses, which in management's opinion is adequate to absorb all estimated credit-related losses in our lending and off-balance sheet credit-related arrangementsare contingent upon customers maintaining specific credit standards at the balance sheet date.
The allowance for credit losses could be affected by a variety of internal and external factors. Internal factors include portfolio performance such as delinquency levels, assigned risk ratings, the mix and leveltime of loan balances, differing economic risksfunding. Management assesses the credit risk associated with each loan category andcertain commitments to extend credit in determining the financial condition of specific borrowers. External factors include fluctuations in the general economy, unemployment rates, bankruptcy filings, developments within a particular industry, changes in collateral values and factors particular to a specific commercial credit such as competition, business and management performance. The allowance for credit losses may be adjusted to reflect our current assessment of various qualitative risks, factors and events that may not be measured in our statistical procedures. There is no certainty that the allowance for credit losses will be appropriate over time to cover losses because of unanticipated adverse changes in any of these internal, external or qualitative factors.
For non-accrual loans and loans modified in a TDR, we conduct specific analysis on a loan level basis to determine the probable amount of credit loss. If appropriate, a specific allowance is established for the loan through a charge to the provision for credit losses. For all classes of impaired loans, if the expected realizable value of the impaired loan is less than the recorded investment in the loan, impairment is recognized through an allowance estimate. If we determine that part of the allowance is uncollectible, in such cases, the provision for credit losses is not affected when a specific reserve for at least that amount already exists. Techniques utilized include comparing the loan's carrying amount to the estimated present value of its future cash flows or the fair value of its underlying collateral, or the loan's observable market price.
Even minor changes in the level of estimated losses can significantly affect management's determination of the appropriate allowance because those changes must be applied across a large portfolio. To illustrate, an increase in estimated losses equal to one percent of our residential mortgage loan portfolio would result in a $23.3 million increase in the allowance, and a corresponding decrease to net income, or a $0.48 decrease in basic earnings per common share. The same increase in estimated losses for the commercial loan and commercial mortgage portfolio would result in a $9.7 million increase in the allowance and a corresponding decrease to net income, or a $0.20 decrease in basic earnings per common share. Such adjustments to the allowance for credit losses can materially affect financial results.
Determination of the allowance for possible loan losses. The following table sets forth the outstanding unfunded legally binding commitments to extend credit losses is inherently subjective. It requires significant estimates includingas of the amounts and timingdates indicated:
(in millions of $)December 31, 2019December 31, 2018
Commitments to extend credit549.0
445.2
Documentary and commercial letters of credit0.4
0.6
Total unfunded commitments to extend credit549.4
445.8
The Bank has a facility by one of expected future cash flowsits custodians, whereby the Bank may offer up to $200 million of standby letters of credit to its customers on impaired loans, appraisal valuesa fully secured basis. Under the standard terms of underlying collateral for collateralized loans, and the amountfacility, the custodian has the right to set-off against securities held of estimated losses on pools110% of homogeneous loans which is based on historical loss experience and considerationthe utilized facility. At December 31, 2019, $143.6 million (December 31, 2018: $137.4 million) of current economic trends, allstandby letters of which may be susceptible to significant change.credit were issued under this facility.


Contractual Obligations
Recognition of Other-Than-Temporary ImpairmentsThe following table presents our outstanding contractual obligations as at December 31, 2019:
(in millions of $)Total
Less than 1
year
1 to 3
years
3 to 5
years
After 5
years
Long term debt(1)
145.0
45.0
25.0

75.0
Sourcing arrangements(2)
27.6
15.6
12.0


Term deposits3,051.3
2,973.1
78.2


Other obligations26.3
12.6
9.9
2.8
1.0
Total outstanding contractual obligations(3)
3,250.2
3,046.3
125.1
2.8
76.0

(1)Long-term debt excludes interest and unamortized debt issuance costs.
(2)We have an outstanding contractual obligation relating to a five-year agreement entered into in November 2016 with DXC (previously HP) to supply technology infrastructure and application development management, information security and technical support for our locations in Bermuda and the Cayman Islands. Under our agreement with DXC, server management and maintenance, technology field support, application support and development and help desk functions are managed by DXC. Our obligations to DXC under this agreement amounted to $27.6 million as at December 31, 2019 (December 31, 2018: $39.2 million).
(3)
This excludes Lease obligations which are discussed in Leases below.
See "Note 12: Credit related arrangements, repurchase agreements and commitments" to our audited consolidated financial statements as at December 31, 2019 for additional information.
Interest expense on Investments
For debt securities, we consider a decline in fair valueour contractual obligations relates primarily to be other-than-temporary when it does not expect to recover the entire amortized cost basis of the security. Investments in debt securities in unrealized loss positions are analyzed as part ofdeposits liabilities and our ongoing assessment of OTTI. When we intend to sell such securities or it is more likely than not that we will be required to sell the securities before recovering the amortized cost, we recognize an impairment loss equal to the full difference between the amortized cost basis and the fair value of those securities. When we do not intend to sell or it is not more likely than not that we will be required to sell such securities before recovering the amortized cost, we determine whether any credit losses exist to identify any OTTI.
In situations where there is a credit loss, only the amount of impairment relating to credit losseslong-term debt. Interest expense on AFS and HTM investments is recognized in net income. The degree of judgment involved in determining the recoverable value of an investment security is dependent upon the availability of observable market prices or observable market parameters. When observable market prices and parameters do not exist, judgment is necessary to estimate recoverable value which gives rise to added uncertainty in the assessment. The assessment takes into consideration factors such as interest rate changes, movements in credit spreads. We believe that the amount that has been recognized in net income has been a historically accurate estimate of the amount of impairment relating to credit losses on these investments.
Our valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values which may be greater or lower than the actual value at which the investments may be ultimately sold or the ultimate cash flows that may be recovered. If the assumptions on which we base our valuations change, we may experience additional OTTI or realized losses or gains, and the period-to-period changes in value could vary significantly.
Fair Values
We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous marketcustomer deposits was $51.5 million for the asset or liability in an orderly transaction between market participants on the measurement date. We determine the fair values of assetsyear-ended December 31, 2019, compared to $17.6 million and liabilities based on the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The relevant accounting standard describes three levels of inputs that may be used to measure fair value. Investments classified as trading and AFS, and derivative assets and liabilities are recognized in the consolidated balance sheet at fair value.
Fair value inputs are considered Level 1 when based on unadjusted quoted prices in active markets$10.9 million for identical assets.
We determine fair value based on quoted market prices, where available. If quoted prices are not available, fair value is estimated based upon other observable inputs, and may include valuation techniques such as present value cash flow models or other conventional valuation methods. In addition, when estimating the fair value of assets, we may use the quoted price of similar assets, if available.
We use unobservable inputs when observable inputs are not available. These inputs are based upon our judgments and assumptions, which represent our assessment of the assumptions market participants would use in pricing the asset or liability, which may include assumptions about risk, counterparty credit quality and liquidity and are developed based on the best information available. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on the Bank's results of operations.
Significant assets measured at fair value on a recurring basis include our US government and federal agencies investments, corporate debt securities, and commercial mortgage-backed securities. The fair values of these instruments are generally sourced from an external pricing service and are classified as Level 2 within the fair value hierarchy. The service's pricing models use predominantly observable valuation inputs to measure the fair value of these securities under both the market and income approaches.
Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include other real estate owned, loan impairments for certain loans and goodwill.
We review and update the fair value hierarchy classifications on a quarterly basis. We also verify the accuracy of the pricing provided by our primary external pricing service on a quarterly basis.
There were no transfers between Level 1 and Level 2 during the years ended December 31, 20162018 and 2015.2017, respectively. Movements in interest expense on deposits liabilities are due primarily to volume and rate movements, with yearly average deposits liabilities of $8.9 billion, $7.4 billion and $7.4 billion for 2019, 2018 and 2017, respectively. The increase in the expense is related primarily to a 34 basis point increase in average term deposit rates during 2019.
Refer to Note 17 "Fair value measurement"During the year-ended December 31, 2019, none of the rates on any tranches of our long-term debt reset and there were no new issuances of long-term debt. For the year ended December 31, 2019, total interest expense increased by $34.8 million to $59.4 million mostly due to the increases in customer term deposit rates and the increased volume of average deposits following the acquisition of ABN AMRO (Channel Islands). For the year ended December 31, 2018, interest expense on commitments increased by $8.9 million compared to 2017 due to both the increase in rates paid on term deposits and the increased floating rate paid on LIBOR based long-term debt, as well as the higher volume of long-term debt outstanding. In 2018, we issued $75 million in new long-term debt at a fixed rate of 5.25%, which is fixed at this rate until June 1, 2023 and used the proceeds of this new issuance to partially repay the entire amount of the $47 million outstanding subordinated 2003 issuance - Series B. Until its repurchase, the 2003 issuance - Series B, as well as the 2005 issuance - Series B were on floating rates fixed to LIBOR, which increased during the year.
Leases
In the normal course of operation, the Bank enters into leasing agreements either as the lessee or the lessor, mostly for office and parking spaces as well as for small office equipment. Starting on January 1, 2019 (the adoption date of the new lease accounting guidance ASU 2016-02 Leases (Topic 842)), the Bank recognized (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and for finance leases. Lease liabilities are measured as the present value of future lease payments, including term renewals that are reasonably certain to occur, discounted using the Bank’s incremental borrowing rate. The Bank has used the rate of its May 24, 2018 debt issuance as the current incremental borrowing rate.
The terms of the existing leases, including renewal options that are reasonably certain to be exercised, extend up to the year 2035. Certain lease payments will be adjusted during the related leases’ terms based on movements in the relevant consumer price index.
See "Note 13: Leases" to our audited consolidated financial statements as at December 31, 2019 for further detail on the judgments made in classifying instruments in the fair value hierarchy.additional information.
GoodwillRepurchase Agreements
We account for acquisitions usingalso obtain funds from time to time from the acquisition methodsale of accounting,securities to institutional investors under whichrepurchase agreements. In a repurchase agreement transaction, we will generally pledge investment securities as collateral in a borrowing transaction, agreeing to repurchase the acquired company's net assets are recordedidentical security on a specified later date, generally not more than 90 days, at fair value ata price greater than the date of the acquisition and theoriginal sales price. The difference between the fair value of considerationsale price and fair valuerepurchase price is the cost of the net assets acquired is recorded as goodwill, if positive, and as bargain purchase gain, if negative.
Goodwill is tested annually inuse of the third quarter for impairment at the reporting unit level,proceeds, or more frequently if events or circumstances indicate thereinterest expense. The investment securities underlying these agreements may be impairment. delivered to securities dealers who arrange such transactions as collateral for the repurchase obligation. Repurchase agreements represent a cost competitive funding source and also provide liquidity on agency paper for us. However, we are subject to the risk that the borrower of the securities may default at maturity and not return the collateral. In order to minimize this potential risk when entering into such transactions, we generally deal with large, established investment brokerage firms with whom we have master repurchase agreements. Repurchase transactions are accounted for as collateralized financing arrangements rather than as sales of such securities, and the obligation to repurchase such securities is reflected as a liability in our consolidated financial statements. As at December 31, 2019 and 2018, there were no repurchase agreements outstanding.
Shareholders' Equity
Shareholders' equity increased during the year ended December 31, 2019 by $81.4 million to $963.7 million.
Increases totaling $257.5 million included:
$177.1 million of net income for the year;
$55.4 million from net change in unrealized gains (losses) on AFS investments;
$17.5 million for share-based compensation;
$6.9 million from adjustments to employee benefit plans;
$0.3 million from issuance of new common shares as part of share-based settlements; and

$0.3 million of other smaller adjustments.
The goodwill impairment analysisincreases were offset by the following decreases of $176.1 million:
$93.6 million of common share dividends;
$81.5 million from net increases in treasury shares; and
$1.0 million of translation adjustments on foreign operations.
Liquidity
We define liquidity as our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management.
Sources and Uses of Cash
Our primary sources of cash are (i) cash obtained from deposits, (ii) long-term debt, and (ii) cash from operations. Our primary uses are (i) the payment of our operating expenses, (ii) payment of dividends on our common shares, (iii) repayment of certain maturing liabilities, (iv) repurchase of our common shares, and (v) extraordinary requirements for cash, such as acquisitions. We had $2.6 billion of cash and cash equivalents as at December 31, 2019 and $2.1 billion as at December 31, 2018, as well as $3.6 billion and $2.3 billion, respectively, of liquid securities, the balance of which could be sold to meet liquidity requirements. In our opinion, the Bank’s working capital is sufficient for the Bank’s present requirements.
Liquidity Risk
Our liquidity risk is managed through a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit's fair value to its carrying value including goodwill. Ifcomprehensive framework of policies and limits overseen by our Group Asset and Liability Committee. We consider the fair valueeffective and prudent management of a reporting unit exceeds its carrying value, applicable goodwill is deemedliquidity to be not impaired. Iffundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost.
We continuously monitor and make adjustments to our liquidity position by adjusting the carrying value exceeds fair value, there is an indicationbalance between sources and uses of impairmentfunds as we deem appropriate. Our primary measures of liquidity include monthly cash flow analysis under ordinary business activities and conditions and under situations simulating a severe run on the second step is performedBank. The Bank strives to measureuse a balanced liquidity risk appetite with internal quantitative liquidity risk tolerances more stringent than regulatory requirements. Specifically the amountBank manages liquidity against internal limits established by the market risk management policy and its related liquidity risk standard and quarterly stress testing methodology. The results of impairment.
The second step involves calculating an implied fair value of goodwill for each reporting unit forthese measures and analysis are incorporated into our liquidity contingency plan, which provides the first step indicated impairment. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual assets, liabilities and identifiable intangible assets as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recordedbasis for the excess. An impairment loss recognized cannot exceed the amountidentification of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.our liquidity needs. For more information, see "Risk Management — Liquidity Risk".
Capital Resources
We relyhave financed our operations, growth and cash needs primarily through income from operations and issuances of debt and equity securities. We believe that our cash on several assumptions when estimating the fair value of our reporting units using the discounted cash flow method. These assumptions include the estimated futurehand and cash flows from operations current discount rate,will be sufficient to repay our outstanding debt as it matures. In the future, we may need to incur additional debt or issue additional equity securities, which we may be unable to do or which may be on less favorable terms.
We manage our capital both on a consolidated basis and, where appropriate, on a legal entity basis. The group finance team has the responsibility for measuring, monitoring and reporting capital levels within guidelines and limits established by the Risk Policy & Compliance Committee of the Board. The management of capital will also involve jurisdictional management to ensure compliance with local regulation. In establishing the guidelines and limits for capital, a variety of factors are taken into consideration, including the overall risk of the business in stressed scenarios, regulatory requirements, capital levels relative to our peers, and the impact on our credit ratings.
Effective January 1, 2015, the BMA implemented the capital reforms proposed by the BCBS and referred to as the Basel III regulatory framework. Basel III aims to raise the quality, consistency and transparency of the capital base, limit the build-up of excess leverage and increase capital requirements for the banking sector. Basel III adopts CET1 capital as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio, Liquidity Coverage Ratio ("LCR") and Net Stable Funding Ratio ("NSFR") regimes.

The Bank was required to report under both Basel II and Basel III guidance during 2015. However only the Basel II results were required to be published under guidance from the BMA. From January 1, 2016 onwards, all published ratios are calculated under Basel III. The Basel III regulatory framework adopts a phased implementation approach for Bermuda banks with full implementation from January 1, 2019, consistent with BCBS recommendations. We are now subject to the following fully phased-in requirements:

CET1 ratio of at least 7.0% of RWA, inclusive of a minimum CET1 ratio of 4.5% and the new capital conservation buffer of 2.5%, but excluding the Domestic Systematically Important Bank ("D-SIB") surcharge described below; 

Tier 1 capital of at least 8.5% of RWA, inclusive of a minimum Tier 1 ratio of 6% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below;

Total capital of at least 10.5% of RWA, inclusive of a minimum total capital ratio of 8% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below; 

We are considered to be a D-SIB and are subject to a 3% surcharge composed of CET1-eligible capital implemented by the BMA effective September 30, 2015. This is based upon our assessment of the extent to which we (individually and collectively with the other Bermuda banks) pose a degree of material systemic risk to the economy of Bermuda due to our role in deposit taking, corporate lending, payment systems and other core economic functions; 

Counter-cyclical buffer of up to 2.5% composed of CET1-eligible capital may be implemented by the BMA when macroeconomic indicators provide an assessment of excessive credit or other pressures building in the banking sector, potentially increasing the CET1, Tier 1 and total capital ratios by up to 2.5%. No counter-cyclical buffer has been implemented to date;

Leverage ratio must be at 5.0% or higher;

LCR with a minimum requirement of 100%; and

NSFR with a minimum requirement of 100%.
The minimum capital ratio requirements set forth above do not reflect additional Pillar II add-on requirements that the BMA may impose upon us as a prudential measure from time to time. As of January 1, 2019, our minimum total capital ratio required by the BMA is 16.3% and our minimum CET1 ratio requirement is 10.0%. As of the date hereof, we expect that our minimum total capital ratio requirement at January 1, 2020 will remain at 16.3% (inclusive of the minimum required total capital ratio of 10.5% as described above). However, as our capital requirements remain under continuous review by the BMA pursuant to its prudential supervision, we cannot guarantee that the BMA will not seek higher total capital ratio requirements at any time.
In December 2017, the BCBS published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as "Basel IV"). Among other things, these standards revise the BCBS's standardized approach for credit risk (including by recalibrating risk weights and introducing new segmentations for exposures) and provides a new standardized approach for operational risk capital. Under the BCBS framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. The impact of these standards on us will depend on the manner in which they are implemented by the BMA.
The following table sets forth our capital adequacy as at December 31, 2019 and 2018 in accordance with the Basel III framework:
 As at December 31, 
(in millions of $)20192018 
Capital 
 
 
Common Equity Tier 1848.8
846.0
 
Tier 1 capital848.8
846.0
 
Tier 2 capital103.2
121.5
 
Total capital952.1
967.6
 
Risk Weighted Assets 
 
 
Cash due from banks and investments862.8
918.1
 
Loans2,697.4
2,244.8
 
Other assets287.4
236.7
 
Off-balance sheet items282.1
227.6
 
Operational risk charge768.2
694.2
 
Total risk-weighted assets4,897.9
4,321.4
 
Capital Ratios (%) 
 
 
Common Equity Tier 117.3%19.6%
Tier 1 total17.3%19.6% 
Total capital19.4%22.4% 
Leverage ratio5.9%7.6% 
CET 1 capital has remained broadly flat due to earnings accretion being offset by dividends paid to ordinary shareholders, shares repurchased under the Bank’s share buy-back program and an increase in the goodwill and intangible asset regulatory deduction as a result of the ABN AMRO (Channel Islands) acquisition. Tier 2 capital decreased due to the amortization of subordinated notes that have less than 5 years to maturity. The increase in RWAs is also driven by the ABN AMRO (Channel Islands) acquisition and this has also impacted our Total capital and leverage ratios. As at December 31, 2019, we were in compliance with the minimum LCR of 100% as well as projected loan losses, an estimatethe minimum NSFR of terminal value100%.
Share Buy-Back Program
The Bank repurchases its common shares through share buy-back programs from time to time as a means to improve shareholder liquidity and facilitate growth in share value. In accordance with applicable laws, regulations and listing standards, each program was approved by the Board and repurchases of shares pursuant to each program is subject to the approval of the BMA. In addition, the BSX is advised monthly of shares purchased pursuant to each program.
Common Share Buy-Back Program
On February 26, 2015, the Board approved, with effect from April 1, 2015, the 2015 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. This program expired on March 31, 2016.
On February 19, 2016, the Board approved, with effect from April 1, 2016, the 2016 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. This program expired on March 31, 2017.
On February 15, 2018, the Board approved, with effect on April 1, 2018, the 2018 common share buy-back program, authorizing the purchase for treasury of up to 1.0 million common shares. On December 6, 2018, following the completion of the initial 2018 share buy-back program, the Board approved the 2019 share buy-back program, authorizing for purchase for treasury of up to 2.5 million common shares through February 29, 2020.
On December 2, 2019, the Board approved, with effect from the completion of the previous program on December 20, 2019 through to February 28, 2021, a common share buy-back program, authorizing the purchase for treasury of up to 3.5 million common shares or $125 million. The timing and amount of repurchase transactions under the new program will be based on market conditions, share price, legal requirements and other inputs. Our estimatedfactors. No assurances can be given as to the amount of common shares that may actually be repurchased.

Total common share buy-backs for the years ending December 31, 2019, 2018, 2017, 2016 and 2015, are as follows:
 For the year ending December 31
 20192018201720162015Total
Acquired number of shares (to the nearest share)2,293,788
1,254,212

97,053
250,371
3,895,424
Average cost per common share (in $)35.55
38.62

16.36
19.42
35.02
Total cost (in $)81,534,076
48,442,768

1,588,189
4,862,248
136,427,281
The foregoing reflects the reverse share split that the Bank effected on September 6, 2016.
Preference Share Buy-Back Program
On February 26, 2015, the Board approved, with effect from May 5, 2015, the 2015 preference share buy-back program, authorizing the purchase and cancellation of up to 5,000 preference shares.
Total preference share buy-backs for the years ending December 31, 2019, 2018, 2017, and 2016 are as follows:
 For the year ending December 31
 20192018201720162015Total
Acquired number of shares (to the nearest share)



183
183
Average cost per common share (in $)



1,151.55
1,151.55
Total cost (in $)



210,734
210,734
All of the preference shares were redeemed and canceled in December 2016.
From time to time, our associates, insiders and insiders' associates as defined by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to each program, provided no more than any such person's pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase program must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities.
Warrants
Following the capital raise on March 2, 2010, the terms of the 427,960 warrants with an exercise price of $70.10 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the Guarantee. Subsequently, the Government of Bermuda held 0.43 million (2016: 0.43 million) warrants with an exercise price of $34.72 (2016: $34.72) with an expiration date of June 22, 2019. On December 16, 2016, the Bank repurchased for cancellation all of the outstanding warrants for $0.1 million.
Dividends
During the year ended December 31, 2019, we paid cash dividends totaling $93.6 million or $1.76 for each common share on record as of the related record dates (2018: $83.7 million or $1.52 for each common share on record, 2017: $69.7 million or $1.28 for each common share on record). The Board declared these dividends as a quarterly dividend of $0.44 per common share for each quarter of 2019, $0.38 per common share for each quarter of 2018, and $0.32 per common share for each quarter of 2017.
For more information, see "Risk Factors – Risks Relating to the Common Shares – Holders of our common shares may not receive dividends".
Cash Flows
2019 vs. 2018
Cash due from banks was $2.6 billion as at December 31, 2019, compared to $2.1 billion as at December 31, 2018. The increase is described below by category of operating, investing and financing activities.
For the year ended December 31, 2019, net cash provided by operating activities totaled $249.6 million (2018: $296.3 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities decreased by $46.7 million from 2018 to 2019, due primarily to a decrease in net income as well as movements in other liabilities.
Net cash provided by investing activities for the year ending December 31, 2019 totaled $1,092.5 million, compared to cash provided by investing activities of $338.6 million in 2018. The $754.0 million increase in cash provided by investing activities in 2019 was mainly attributable to the acquisition of ABN AMRO (Channel Islands) which had significant deposit funding which was deployed into short term investments for the short to medium term until such deposits are behavioralized.
Net cash used in financing activities totaled $919.4 million in 2019, compared to net cash used in financing activities of $125.2 million in 2018. The $794.3 million increase is mainly due to a reduction in the balance of customer deposits liabilities, excluding the customer deposits obtained during the ABN AMRO (Channel Islands) acquisition.
2018 vs. 2017
Cash due from banks was $2.1 billion as at December 31, 2018, compared to $1.5 billion as at December 31, 2017. The increase is described below by category of operating, investing and financing activities.

For the year ended December 31, 2018, net cash provided by operating activities totaled $296.3 million (2017: $242.1 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities increased by $65.7 million from 2017 to 2018, due primarily to an increase in net income and movements in employee future benefits. This was partially offset by movements in other assets.
Net cash provided by investing activities for the year ending December 31, 2018 totaled $338.6 million, compared to cash used in investing activities of $164.3 million in 2017. The $502.9 million increase in cash provided by investing activities in 2017 was mainly attributable to proceeds from the sale of AFS securities and lower purchases of AFS securities. This was partially offset by increased purchases of HTM securities and a net increase in loan balances.
Net cash used in financing activities totaled $125.2 million in 2018, compared to net cash provided by financing activities of $686.3 million in 2017. The $549.7 million decrease is mainly due to a net decrease of demand and term deposits.
Off Balance Sheet Arrangements
Assets Under Administration and Assets Under Management
In the normal course of business, we hold AUA and AUM in a fiduciary or agency capacity for our clients. In accordance with GAAP, these assets are not our assets and are not included in our consolidated balance sheets.
Credit-Related Arrangements
We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these arrangements do not necessarily reflect future cash flowsrequirements. Management believes there are largely based onno material commitments to extend credit that represent risks of an unusual nature.
Standby letters of credit and letters of guarantee are issued at the request of our historical actual cash flowsclients in order to secure a client's payment or performance obligations to a third party. These guarantees represent our irrevocable obligation to pay the third-party beneficiary upon presentation of the guarantee and industrysatisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneficiary's claim against the client. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years.
Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and economic trends, among other considerations. Although management has used the estimatesclient defaults. To control the credit risk associated with issuing letters of credit and

assumptions it believes letters of guarantee, we subject such activities to be most appropriatethe same credit quality and monitoring controls as our lending activities. The types and amounts of collateral security we hold for these standby letters of credit and letters of guarantee are generally represented by our deposits or a charge over assets held in mutual funds. We are obligated to meet the circumstances, it should be noted that even relatively minor changesentire financial obligation of these agreements and in certain valuation assumptions usedcases are able to recover the amounts paid through recourse against the collateral security.

59


Segment Overview
The Bank is managed by the Group CEO on a geographic basis. In 2017, the Bank presented six segments which included Bermuda, Cayman, Guernsey, Switzerland, The Bahamas, and the UK. In 2018, the Bank reassessed the segment reporting as a result of acquisitions which were announced in management's calculation would result2017 or early 2018 and concluded on the following four geographic segments: Bermuda, Cayman, Channel Islands and the UK and Other. The Other segment is composed of several non-reportable operating segments that have been aggregated in significant differences inaccordance with GAAP. Each reportable segment has a managing director who reports to the resultsGroup CEO. The Group CEO and the segment managing director have final authority over resource allocation decisions and performance assessment.
Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of the impairment test.
The valuation of goodwill is dependent on forward-looking expectations related to nationwidecertain corporate overhead expenses and local economic conditionsloan participation revenue and our associated financial performance. In the future, if our acquisitions do not yield expected returns or thereexpense. Loan participation revenue and expenses are changes in discount rates, we may be required to take additional charges to our earningsallocated pro-rata based on the impairment assessment process,percentage of the total loan funded by each jurisdiction participating in the loan.
Bermuda (Including Head Office)
For more than 150 years, Bermuda has served as home to our headquarters and remains our largest jurisdiction in terms of number of employees and business volume. The following table provides certain financial information for our Bermuda segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 183.9
205.3
179.9
(21.4)25.4
(10.4)%14.1 %
Provision for credit recoveries (losses) (3.1)6.8
4.6
(9.9)2.2
(145.6)%47.8 %
Non-interest income 89.1
87.4
81.4
1.7
6.0
1.9 %7.4 %
Net revenue before other gains (losses) 269.9
299.5
265.9
(29.6)33.6
(9.9)%12.6 %
Operating expenses (209.4)(202.4)(192.0)(7.0)(10.4)3.5 %5.4 %
Net income before other gains (losses) 60.5
97.1
73.9
(36.6)23.2
(37.7)%31.4 %
Total other gains (losses) 2.2

2.8
2.2
(2.8)100.0 %(100.0)%
Net income 62.7
97.1
76.7
(34.4)20.4
(35.4)%26.6 %
Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 4,403
4,496
(93)(2.1)%
Loans, net of allowance for credit losses 2,096
1,998
98
4.9 %
Total assets 5,220
5,387
(167)(3.1)%
Assets under administration    
 
Custody and other administration services 15,220
16,539
(1,319)(8.0)%
Trust 44,369
46,906
(2,537)(5.4)%
Assets under management    
 
Butterfield Funds 1,897
1,774
123
6.9 %
Other assets under management 2,085
1,860
225
12.1 %
Total assets under management 3,981
3,634
347
9.5 %
Number of employees 520
572
(52)(9.1)%
2019 vs. 2018
Net income before other gains and losses was $60.5 million for the year ended December 31, 2019, down by $36.6 million from $97.1 million in the prior year. This decrease is due principally to the following movements in net interest income, provision for credit losses, non-interest income, operating expenses and total other gains.
Net interest income before provision for credit losses decreased by $21.4 million to $183.9 million in 2019, due primarily to a lower average volume of interest earning assets in 2019 driven by lower customer deposit funding as well as higher interest rates paid on customer term deposits.
Provision for credit losses was $3.1 million which could harmwas down $9.9 million from a release in the prior year. This resulted primarily from smaller releases from the general provision compared to the prior year as well as increased specific provisions on a few residential mortgages and a commercial loan.
Non-interest income increased by $1.7 million to $89.1 million in 2019. This was primarily driven by increased card service fee contributions, increased asset management fees due to new business, increased custody fees due to new fees and offset by reduced foreign exchange income due to reduced transactional volumes on foreign exchange transactions.
Operating expenses increased by $7.0 million to $209.4 million in 2019 due primarily to increased salary and other employee benefit costs, due to both restructuring initiatives and costs associated with the departure of a senior executive, increased professional and other outside services costs, resulting from costs associated with the ABN AMRO (Channel Islands) acquisition which were booked at the Head Office level, and increased marketing costs associated with the rebranding initiative.
Other gains increased by $2.2 million in 2019 . Other gains in 2018 were immaterial. This was driven by higher mark-to-market gains on equity securities and net realized gains on the sale of AFS.

Total assets as at December 31, 2019 were $5.2 billion, down $0.2 billion from December 31, 2018. Customer deposits ended 2019 at $4.4 billion, down $0.1 billion from the end of 2018, and loan balances ended 2019 at $2.1 billion, up $0.1 billion from the end of 2018.
Client AUA for the trust and custody businesses as at December 31, 2019 were $44.4 billion and $15.2 billion, respectively, while assets under management were $4.0 billion. This compares with $46.9 billion, $16.5 billion and $3.6 billion, respectively, as at December 31, 2018.
2018 vs. 2017
Net income before other gains and losses was $97.1 million for the year ended December 31, 2018, up by $23.2 million from $73.9 million in the prior year. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $25.4 million to $205.3 million in 2018, driven primarily by increased investment income due to a higher yield, increased loan interest income resulting from the increases in the Bermuda base rate, increased deposit income from higher average balances, and lower deposit expense due to a lower average volume of interest bearing deposits.
Provision for credit losses was a release of $6.8 million which was up $2.2 million from a recovery in the prior year. This resulted primarily from larger releases from the general provision compared to the prior year.
Non-interest income increased by $6.0 million to $87.4 million in 2018. This was primarily driven by custody and other administrative services fees, which increased by $1.6 million due to several new customers, and asset management fees which increased by $1.3 million due to revised fee schedules and higher AUM in certain Butterfield mutual funds.
Operating expenses increased by $10.4 million to $202.4 million in 2018 due primarily to increased salary and other employee benefit costs, resulting from increased post-retirement medical costs and higher performance related compensation, increased professional and other outside services costs, resulting from costs associated with our business,external audit and the costs associated with compliance programs and increased IT and communications costs associated with higher depreciation and increased sourcing costs. This increase was further augmented by an increase in indirect taxation, resulting from increased asset-based taxes, higher payroll tax and the costs of the Bermuda Deposit Insurance program.
Other gains decreased by $2.8 million to nil. Other gains in 2017 were due primarily to a $2.6 million receipt from a liquidation distribution on a pass-through note which was previously fully impaired in 2010 and $1.7 million of realized gains upon the sale of AFS investments.
Total assets as at December 31, 2018 were $5.4 billion, down $0.7 billion from December 31, 2017. Customer deposits ended 2018 at $4.5 billion, down $0.8 billion from the end of 2017 from deposits where certain large corporate customers withdrew deposits during the year, and loan balances ended 2018 at $2.0 billion, down $12.0 million from the end of 2017.
Client AUA for the trust and custody businesses as at December 31, 2018 were $46.9 billion and $16.5 billion, respectively, while AUM were $3.6 billion. This compares with $47.8 billion, $19.6 billion and $3.7 billion, respectively, as at December 31, 2017.
Cayman Islands
We are a leading financial condition, resultsservices provider in the Cayman Islands, offering a comprehensive range of operationspersonal and prospects. corporate financial services. In addition to our strong retail presence, we are focused on the provision of wealth management services including private banking, asset management and trust services.
We had $19.6have continued to enhance our client delivery channels including the newly opened Camana Bay banking branch and online and mobile banking platform upgrades. With four Banking Centers in desirable locations and 15 ATMs strategically located in Grand Cayman, we continue to be a leading provider of financial services locally. The following table provides certain financial information for our Cayman Islands segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 114.6
103.2
86.1
11.4
17.1
11.0%19.9%
Provision for credit recoveries (losses) 1.9
1.3
1.0
0.6
0.3
46.2%30.0%
Non-interest income 51.9
47.8
46.0
4.1
1.8
8.6%3.9%
Net revenue before other gains (losses) 168.4
152.3
133.1
16.1
19.2
10.6%14.4%
Operating expenses (61.1)(60.7)(59.4)(0.4)(1.3)0.7%2.2%
Net income before other gains (losses) 107.3
91.6
73.7
15.7
17.9
17.1%24.3%
Total other gains (losses) 0.6
0.4

0.2
0.4
50.0%%
Net income 107.9
92.0
73.7
15.9
18.3
17.3%24.8%

Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 3,450
3,320
130
3.9 %
Loans, net of allowance for credit losses 1,105
1,012
93
9.2 %
Total assets 3,839
3,706
133
3.6 %
Assets under administration     
Custody and other administration services 2,582
2,244
338
15.1 %
Trust 7,723
7,700
23
0.3 %
Assets under management     
Butterfield Funds 195
229
(34)(14.8)%
Other assets under management 646
606
40
6.6 %
Total assets under management 841
835
6
0.7 %
Number of employees 296
277
19
6.9 %
2019 vs. 2018
Net income before other gains and losses for the year ended December 31, 2019 was $107.3 million, up by $15.7 million from $91.6 million in 2018. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses was $114.6 million in 2019, an improvement of $11.4 million compared to 2018. The increase from 2018 to 2019 was driven primarily by an improvement in investment income which was up by $8.8 million from 2018 to 2019 as a result of the increase in higher yielding investment assets. Interest income on loans also increased by $1.9 million as a result of higher loan volumes. Deposit liability costs increased from $4.2 million in 2018 to $8.4 million in 2019 as a result of higher volumes and customer rates.
Provision for credit losses was a recovery of $1.9 million in 2019, representing an increase of $0.6 million compared to a smaller credit recovery in 2018. This increase in recovery was due to a net specific provision release driven by a small government loan-to-debt conversion and additional releases in the general provision in 2019.
Non-interest income was $51.9 million, up $4.1 million from 2018 due primarily to increased transactional volumes on foreign exchange transactions and to increased card service fee contributions.
Operating expenses increased by $0.4 million from 2018 to 2019, to $61.1 million, driven primarily by higher compensation costs from increased headcount and offset by reduced property expenses due to the expiry and non-renewal of a lease.
Other gains and losses for the year ended December 31, 20162019 were gains of $0.6 million, an increase of $0.2 million from gains in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio.
Total assets as at December 31, 2019 were $3.8 billion, up $0.1 billion from the end of 2018, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 2018 to year-end 2019 at $1.1 billion due to an increase in both corporate and $23.5consumer lending.
Client AUA for the trust and custody businesses were $7.7 billion and $2.6 billion, respectively, while AUM were $0.8 billion at the end of 2019. This compares with $7.7 billion, $2.2 billion and $0.8 billion, respectively, on December 31, 2018.
2018 vs. 2017
Net income before other gains and losses for the year ended December 31, 2018 was $91.6 million, up by $17.9 million from $73.7 million in 2017. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses was $103.2 million in 2018, an improvement of $17.1 million compared to 2017. The increase from 2017 to 2018 was driven primarily by an improvement in investment income which was up by $8.1 million from 2017 to 2018 as a result of an increase in average AFS and HTM investment balances, along with a 52 basis point increase in yield. Interest income on loans also increased by $6.3 million as a result of an increase in the Cayman base rate and higher loan volumes. Deposit liability costs increased from $2.9 million in 2017 to $3.8 million in 2018 as a result of slightly higher deposit rates.
Provision for credit losses was a recovery of $1.3 million in 2018, representing a decrease of $0.3 million compared to a smaller credit recovery in 2017. This decrease was primarily a result of a larger releases from the general provision in 2018.
Non-interest income was $47.8 million, up $1.8 million from 2017 due primarily to volume driven increases in banking fees led by account service charges, wire transfer and card volumes, foreign exchange income which increased due to higher volumes and increased trust revenue from the recent acquisition.
Operating expenses increased by $1.3 million from 2017 to 2018, to $60.7 million, driven primarily by increased performance related compensation costs, property costs, costs in technology and communication, as well as increased inter-company charges.
Other gains and losses for the year ended December 31, 20152018 were gains of goodwill,$0.4 million, an increase of $0.4 million from small losses in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio.
Total assets as at December 31, 2018 were $3.7 billion, up $0.5 billion from the end of 2017, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 2017 to year-end 2018 at $1.0 billion due to an increase in both corporate and consumer lending.
Client AUA for the trust and custody businesses were $7.7 billion and $2.2 billion, respectively, while AUM were $0.8 billion at the end of 2018. This compares with $5.1 billion, $2.2 billion and $0.9 billion, respectively, on December 31, 2017.


Channel Islands and the resultsUK
The Channel Islands and UK segment includes the jurisdictions of Guernsey, Jersey (both in the Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial institutions including private banking and treasury services, internet banking, wealth management and fiduciary services. The UK jurisdiction provides mortgage services for high-value residential properties. The following table provides certain financial information for our Channel Islands and the UK segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 47.2
34.5
23.6
12.7
10.9
36.8 %46.2 %
Provision for credit recoveries (losses) 1.4
(1.1)0.2
2.5
(1.3)(227.3)%(650.0)%
Non-interest income 34.3
26.8
24.4
7.5
2.4
28.0 %9.8 %
Net revenue before other gains (losses) 82.9
60.2
48.2
22.7
12.0
37.7 %24.9 %
Operating expenses (74.2)(50.4)(43.8)(23.8)(6.6)47.2 %15.1 %
Net income before other gains (losses) 8.7
9.8
4.4
(1.1)5.4
(11.2)%122.7 %
Total other gains (losses) 
(1.2)(1.5)1.2
0.3
(100.0)%(20.0)%
Net income 8.7
8.6
2.9
0.1
5.7
1.2 %196.6 %
Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 4,554
1,603
2,951
184.1 %
Loans, net of allowance for credit losses 2,025
1,081
944
87.3 %
Total assets 5,108
1,967
3,141
159.7 %
Assets under administration     
Custody and other administration services 12,506
6,282
6,224
99.1 %
Trust 20,417
21,490
(1,073)(5.0)%
Assets under management     
Butterfield Funds 65
55
10
18.2 %
Other assets under management 760
321
439
136.8 %
Total assets under management 825
376
449
119.4 %
Number of employees 425
331
94
28.4 %
2019 vs. 2018
Our Channel Islands and UK segment posted net income before gains and losses of $8.7 million in 2019, a decrease of $1.1 million when compared to 2018. This movement is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $12.7 million to $47.2 million in 2019, compared to $34.5 million in 2018, primarily due to $15.1 million increase in loan interest income and $15.1 million increase in deposits with banks interest income due to additional funding as a result of the impairment analysisABN AMRO (Channel Islands) acquisition. Partially offsetting this was a $18.9 million increase in interest expense, principally from deposit funding from the ABN AMRO (Channel Islands) acquisition.
Provision for both annual periods resultedcredit losses was a recovery of $1.4 million, compared to an expense of $1.1 million in 2018 due to the reversal of Brexit economic factors that were no impairment being required.longer supported and reduced historical rates.
Non-interest income increased by $7.5 million to $34.3 million in 2019, attributable to the impact of the late-2018 onboarding of Deutsche Bank clients as well as the ABN AMRO (Channel Islands) acquisition.
Operating expenses of $74.2 million in 2019 were $23.8 million higher than 2018, principally due to increased salaries and other staff benefits from a higher headcount as a result of the ABN AMRO acquisition, increased property expenses from ABN AMRO staff occupying a separate building as well as higher technology expenses from increased infrastructure investment and to accommodate the other elements of the ABN AMRO acquisition.
Other gains for 2019 saw an improvement of $1.2 million compared to 2018. Losses in 2018 reflected a non-core settlement loss on a defined benefit pension plan.
Total assets of $5.1 billion as at December 31, 2019, an increase from $2.0 billion as at December 31, 2018 primarily from the ABN AMRO (Channel Islands) acquisition as well as an increase in new residential loan origination in the UK.
At the end of 2019, client AUA for the trust and custody businesses were $20.4 billion and $12.5 billion, respectively, while AUM were $0.8 billion. This compares with $21.5 billion, $6.3 billion and $0.4 billion, respectively, as at December 31, 2018.

2018 vs. 2017

Our Channel Islands and the UK segment posted net income before gains and losses of $9.8 million in 2018, an increase of $5.4 million when compared to 2017. This movement is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $10.9 million to $34.5 million in 2018, compared to $23.6 million in 2017, primarily due a $10.4 million increase in loan interest income, due to increased loans underwritten in the UK jurisdiction which were funded by the Guernsey jurisdiction. Partially offsetting this was a $4.7 million increase in interest expense, principally from a 22 basis point increase in the cost of deposits from increased rates on term deposits.
Provision for credit losses was an expense of $1.1 million, compared to an expense of $0.2 million in 2017 due to increased general provisioning rates on UK exposures compared to the prior year together with a specific provision raised in Guernsey of $0.8 million.
Non-interest income decreased by $2.4 million to $26.8 million in 2018, attributable to an increase in trust revenue predominantly as a result of new revenues generated from clients acquired from the recent acquisition.
Operating expenses of $50.4 million in 2018 were $6.6 million higher than 2017, principally due to increased salaries and other staff benefits from a higher headcount as a result of the recent acquisitions and increased discretionary incentive costs. Augmenting this was higher technology expenses from increased infrastructure investment to set up the Jersey jurisdiction and to accommodate the other elements of the recent acquisition.
Other losses for 2018 were $1.2 million, an improvement by $0.3 million compared to net losses of $1.5 million in 2017. Losses in 2018 reflected non-core settlement loss on a defined benefit pension plan, while losses in 2017 reflected purchase price adjustments during the earn-out period of the Legis transaction recorded in 2017. Net income after gains and losses was $8.6 million in 2017, an increase of $5.7 million from $2.9 million in 2017.
Total assets of $2.0 billion as at December 31, 2018, an increase from $1.6 billion as at December 31, 2017 primarily from an increase in customer deposits, principally in the Jersey jurisdiction and loan origination growth from the UK jurisdiction, which was funded by Guernsey.
At the end of 2018, client AUA for the trust and custody businesses were $21.5 billion and $6.3 billion, respectively, while AUM were $0.4 billion. This compares with $26.5 billion, $5.8 billion and $0.4 billion, respectively, as at December 31, 2017.
Employee Future Benefits
We maintain trusteed pension plans including non-contributory defined benefit plans and a number of defined contribution plans, and provide post-retirement healthcare benefits to our qualifying retirees. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the final years of employment. The defined benefit pension and post-retirement healthcare plans are not open to new participants, are non-contributory and thus the funding required is provided by us, based upon the advice of an independent actuary.
Effective December 31, 2011, the Bermuda defined benefit pension benefits were amended to freeze credited service and final average earnings for remaining active members. Effective January 2012, all the participants of the Bermuda defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Bermuda defined benefit pension plan is amortized over the estimated average remaining life expectancy of the inactive participants of 22.8 years. Prior to all Bermuda participants being inactive, the net actuarial loss of the Bermuda defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 4.5 years.
Effective September 30, 2014, the defined benefit pension benefits of our Guernsey operations were amended to freeze credited service and final average earnings for remaining active members. The benefits amendment resulted in a further reduction in the Guernsey defined benefit pension liability of $4.6 million as at September 30, 2014.
Effective October 2014, all of the participants of the Guernsey defined benefit pension plan are inactive and in accordance with GAAP, the net actuarial loss of the Guernsey defined benefit pension plan will be amortized over the estimated average remaining life expectancy of the inactive participants of 39 years. Prior to all Guernsey participants being inactive, the net actuarial loss of the Guernsey defined benefit pension plan was amortized to net income over the estimated average remaining service period for active members of 15 years.
For the year ended December 31, 2014, numerous changes in the plan provisions were made to align the plan provisions with our administrative practices resulting in a further increase in the Bermuda defined benefit post-retirement healthcare plan liability of $7.9 million. We amortize prior service credit resulting from plan amendments that occurred when plan members were active employees, on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to receive benefits under the plan. Such remaining service periods are as follow: 3.1 years for the 2010 plan amendments and 4.6 years for the 2011 plan amendments. Plan amendments occurring in 2014 resulted in the recognition of new prior service cost on December 31, 2014 on a plan for which substantially all members are now inactive and, in accordance with GAAP, we have elected to amortize this new prior service cost on a linear basis over 21 years, which is the average remaining life expectancy of members eligible for benefits under the plan at the time of the amendments.
As at December 31, 2019, we had a net obligation for employee future benefits in the amount of $110.3 million, down $6.9 million (5.8%) from $117.2 million at the end of 2018. The decrease was driven primarily by improvements in the valuation of fund assets, partially offset by plan amendments.
See "Note 11: Employee benefit plans" to our audited consolidated financial statements as at December 31, 2019 for additional tables and information.
Long-Term Debt, Interest Payments and Maturities
We had outstanding issuances of long-term debt with a carrying value of $143.5 million as at December 31, 2019 and $143.3 million as at December 31, 2018, all issued in US Dollars. As at December 31, 2019, $97.3 million of our outstanding long-term debt was eligible for inclusion in our Tier 2 regulatory capital base and was limited to 50% of Tier 1 capital, down from $111.3 million at the end of 2018 due to the two older issuances amortizing in the last five years to maturity. On May 24, 2018, the Bank issued US $75 million of Subordinated Lower Tier II capital notes. The notes were issued at par and are due on June 1, 2028. The notes were offered in the US pursuant to the Bank's automatic shelf registration statement of Form F-3 filed with the SEC on April 18, 2018. The notes are listed on the BSX in the specialist debt securities category. The proceeds from the sale of the notes were used, among other, to repay the entire amount of the US $47 million outstanding subordinated notes series 2003-B. The notes issued pay a fixed

coupon of 5.25% until June 1, 2023 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 2.27% over the 10-year US Treasury yield. There were no other significant movements in long-term debt during the period from December 31, 2018 to December 31, 2019.
The following table presents the contractual maturity, interest rates and principal outstanding as at December 31, 2019:
 Long-term debt (in millions of $)
Earliest date
redeemable at
the Bank's option
Contractual
maturity date
Interest rate until date redeemable
Interest rate from earliest date
redeemable to contractual maturity
Principal
outstanding
2005 issuance - Series BJuly 2, 2015July 2, 20205.11%3 months US$ LIBOR + 1.695%45.0
2008 issuance - Series BMay 27, 2018May 27, 20238.44%3 months US$ LIBOR + 4.929%25.0
2018 issuanceJune 1, 2023June 1, 20285.25%3 months US$ LIBOR + 2.255%75.0
Unamortized issuance costs    (1.5)
Total    143.5
See "Note 20: Long-term debt" to our audited consolidated financial statements as at December 31, 2019 for additional information.
Other Liabilities
Other liabilities include operating lease liabilities, derivative liabilities, current employee salaries and benefits payable and related payroll tax, as well as sundry liabilities. Other liabilities increased by $81.0 million to $254.0 million as at December 31, 2019. This increase was a result of the acquisition of ABN AMRO (Channel Islands) as well as the adoption of the new Lease accounting standard, Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842)), requiring the Bank to recognize (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and for finance leases from January 1, 2019.

Contractual Obligations
Credit-Related Arrangements
We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years. The following table sets forth the outstanding financial guarantees with contractual amounts representing credit risk as of the dates indicated:
 December 31, 2019December 31, 2018
(in millions of $)GrossCollateralNetGrossCollateralNet
Standby letters of credit231.0
223.7
7.3
245.2
237.1
8.1
Letters of guarantee7.8
7.7
0.1
2.7
2.6
0.1
Total238.8
231.4
7.4
247.8
239.7
8.2
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses. The following table sets forth the outstanding unfunded legally binding commitments to extend credit as of the dates indicated:
(in millions of $)December 31, 2019December 31, 2018
Commitments to extend credit549.0
445.2
Documentary and commercial letters of credit0.4
0.6
Total unfunded commitments to extend credit549.4
445.8
The Bank has a facility by one of its custodians, whereby the Bank may offer up to $200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilized facility. At December 31, 2019, $143.6 million (December 31, 2018: $137.4 million) of standby letters of credit were issued under this facility.

Contractual Obligations
The following table presents our outstanding contractual obligations as at December 31, 2019:
(in millions of $)Total
Less than 1
year
1 to 3
years
3 to 5
years
After 5
years
Long term debt(1)
145.0
45.0
25.0

75.0
Sourcing arrangements(2)
27.6
15.6
12.0


Term deposits3,051.3
2,973.1
78.2


Other obligations26.3
12.6
9.9
2.8
1.0
Total outstanding contractual obligations(3)
3,250.2
3,046.3
125.1
2.8
76.0

(1)Long-term debt excludes interest and unamortized debt issuance costs.
(2)We have an outstanding contractual obligation relating to a five-year agreement entered into in November 2016 with DXC (previously HP) to supply technology infrastructure and application development management, information security and technical support for our locations in Bermuda and the Cayman Islands. Under our agreement with DXC, server management and maintenance, technology field support, application support and development and help desk functions are managed by DXC. Our obligations to DXC under this agreement amounted to $27.6 million as at December 31, 2019 (December 31, 2018: $39.2 million).
(3)
This excludes Lease obligations which are discussed in Leases below.
See "Note 12: Credit related arrangements, repurchase agreements and commitments" to our audited consolidated financial statements as at December 31, 2019 for additional information.
Interest expense on our contractual obligations relates primarily to deposits liabilities and our long-term debt. Interest expense on customer deposits was $51.5 million for the year-ended December 31, 2019, compared to $17.6 million and $10.9 million for the years ended December 31, 2018 and 2017, respectively. Movements in interest expense on deposits liabilities are due primarily to volume and rate movements, with yearly average deposits liabilities of $8.9 billion, $7.4 billion and $7.4 billion for 2019, 2018 and 2017, respectively. The increase in the expense is related primarily to a 34 basis point increase in average term deposit rates during 2019.
During the year-ended December 31, 2019, none of the rates on any tranches of our long-term debt reset and there were no new issuances of long-term debt. For the year ended December 31, 2019, total interest expense increased by $34.8 million to $59.4 million mostly due to the increases in customer term deposit rates and the increased volume of average deposits following the acquisition of ABN AMRO (Channel Islands). For the year ended December 31, 2018, interest expense on commitments increased by $8.9 million compared to 2017 due to both the increase in rates paid on term deposits and the increased floating rate paid on LIBOR based long-term debt, as well as the higher volume of long-term debt outstanding. In 2018, we issued $75 million in new long-term debt at a fixed rate of 5.25%, which is fixed at this rate until June 1, 2023 and used the proceeds of this new issuance to partially repay the entire amount of the $47 million outstanding subordinated 2003 issuance - Series B. Until its repurchase, the 2003 issuance - Series B, as well as the 2005 issuance - Series B were on floating rates fixed to LIBOR, which increased during the year.
Leases
In the normal course of operation, the Bank enters into leasing agreements either as the lessee or the lessor, mostly for office and parking spaces as well as for small office equipment. Starting on January 1, 2019 (the adoption date of the new lease accounting guidance ASU 2016-02 Leases (Topic 842)), the Bank recognized (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and for finance leases. Lease liabilities are measured as the present value of future lease payments, including term renewals that are reasonably certain to occur, discounted using the Bank’s incremental borrowing rate. The Bank has used the rate of its May 24, 2018 debt issuance as the current incremental borrowing rate.
The terms of the existing leases, including renewal options that are reasonably certain to be exercised, extend up to the year 2035. Certain lease payments will be adjusted during the related leases’ terms based on movements in the relevant consumer price index.
See "Note 13: Leases" to our audited consolidated financial statements as at December 31, 2019 for additional information.
Repurchase Agreements
We also obtain funds from time to time from the sale of securities to institutional investors under repurchase agreements. In a repurchase agreement transaction, we will generally pledge investment securities as collateral in a borrowing transaction, agreeing to repurchase the identical security on a specified later date, generally not more than 90 days, at a price greater than the original sales price. The difference between the sale price and repurchase price is the cost of the use of the proceeds, or interest expense. The investment securities underlying these agreements may be delivered to securities dealers who arrange such transactions as collateral for the repurchase obligation. Repurchase agreements represent a cost competitive funding source and also provide liquidity on agency paper for us. However, we are subject to the risk that the borrower of the securities may default at maturity and not return the collateral. In order to minimize this potential risk when entering into such transactions, we generally deal with large, established investment brokerage firms with whom we have master repurchase agreements. Repurchase transactions are accounted for as collateralized financing arrangements rather than as sales of such securities, and the obligation to repurchase such securities is reflected as a liability in our consolidated financial statements. As at December 31, 2019 and 2018, there were no repurchase agreements outstanding.
Shareholders' Equity
Shareholders' equity increased during the year ended December 31, 2019 by $81.4 million to $963.7 million.
Increases totaling $257.5 million included:
$177.1 million of net income for the year;
$55.4 million from net change in unrealized gains (losses) on AFS investments;
$17.5 million for share-based compensation;
$6.9 million from adjustments to employee benefit plans;
$0.3 million from issuance of new common shares as part of share-based settlements; and

$0.3 million of other smaller adjustments.
The increases were offset by the following decreases of $176.1 million:
$93.6 million of common share dividends;
$81.5 million from net increases in treasury shares; and
$1.0 million of translation adjustments on foreign operations.
Liquidity
We define liquidity as our ability to maintain cash flow that is adequate to fund operations and meet present and future financial obligations through either the sale or maturity of existing assets or by obtaining additional funding through liability management.
Sources and Uses of Cash
Our primary sources of cash are (i) cash obtained from deposits, (ii) long-term debt, and (ii) cash from operations. Our primary uses are (i) the payment of our operating expenses, (ii) payment of dividends on our common shares, (iii) repayment of certain maturing liabilities, (iv) repurchase of our common shares, and (v) extraordinary requirements for cash, such as acquisitions. We had $2.6 billion of cash and cash equivalents as at December 31, 2019 and $2.1 billion as at December 31, 2018, as well as $3.6 billion and $2.3 billion, respectively, of liquid securities, the balance of which could be sold to meet liquidity requirements. In our opinion, the Bank’s working capital is sufficient for the Bank’s present requirements.
Liquidity Risk
Our liquidity risk is managed through a comprehensive framework of policies and limits overseen by our Group Asset and Liability Committee. We consider the effective and prudent management of liquidity to be fundamental to our health and strength. Our objective is to manage our cash flow and liquidity reserves so that they are adequate to fund our obligations and other commitments on a timely basis and at a reasonable cost.
We continuously monitor and make adjustments to our liquidity position by adjusting the balance between sources and uses of funds as we deem appropriate. Our primary measures of liquidity include monthly cash flow analysis under ordinary business activities and conditions and under situations simulating a severe run on the Bank. The Bank strives to use a balanced liquidity risk appetite with internal quantitative liquidity risk tolerances more stringent than regulatory requirements. Specifically the Bank manages liquidity against internal limits established by the market risk management policy and its related liquidity risk standard and quarterly stress testing methodology. The results of these measures and analysis are incorporated into our liquidity contingency plan, which provides the basis for the identification of our liquidity needs. For more information, see "Risk Management — Liquidity Risk".
Capital Resources
We have financed our operations, growth and cash needs primarily through income from operations and issuances of debt and equity securities. We believe that our cash on hand and cash flows from operations will be sufficient to repay our outstanding debt as it matures. In the future, we may need to incur additional debt or issue additional equity securities, which we may be unable to do or which may be on less favorable terms.
We manage our capital both on a consolidated basis and, where appropriate, on a legal entity basis. The group finance team has the responsibility for measuring, monitoring and reporting capital levels within guidelines and limits established by the Risk Policy & Compliance Committee of the Board. The management of capital will also involve jurisdictional management to ensure compliance with local regulation. In establishing the guidelines and limits for capital, a variety of factors are taken into consideration, including the overall risk of the business in stressed scenarios, regulatory requirements, capital levels relative to our peers, and the impact on our credit ratings.
Effective January 1, 2015, the BMA implemented the capital reforms proposed by the BCBS and referred to as the Basel III regulatory framework. Basel III aims to raise the quality, consistency and transparency of the capital base, limit the build-up of excess leverage and increase capital requirements for the banking sector. Basel III adopts CET1 capital as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio, Liquidity Coverage Ratio ("LCR") and Net Stable Funding Ratio ("NSFR") regimes.

The Bank was required to report under both Basel II and Basel III guidance during 2015. However only the Basel II results were required to be published under guidance from the BMA. From January 1, 2016 onwards, all published ratios are calculated under Basel III. The Basel III regulatory framework adopts a phased implementation approach for Bermuda banks with full implementation from January 1, 2019, consistent with BCBS recommendations. We are now subject to the following fully phased-in requirements:

CET1 ratio of at least 7.0% of RWA, inclusive of a minimum CET1 ratio of 4.5% and the new capital conservation buffer of 2.5%, but excluding the Domestic Systematically Important Bank ("D-SIB") surcharge described below; 

Tier 1 capital of at least 8.5% of RWA, inclusive of a minimum Tier 1 ratio of 6% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below;

Total capital of at least 10.5% of RWA, inclusive of a minimum total capital ratio of 8% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below; 

We are considered to be a D-SIB and are subject to a 3% surcharge composed of CET1-eligible capital implemented by the BMA effective September 30, 2015. This is based upon our assessment of the extent to which we (individually and collectively with the other Bermuda banks) pose a degree of material systemic risk to the economy of Bermuda due to our role in deposit taking, corporate lending, payment systems and other core economic functions; 

Counter-cyclical buffer of up to 2.5% composed of CET1-eligible capital may be implemented by the BMA when macroeconomic indicators provide an assessment of excessive credit or other pressures building in the banking sector, potentially increasing the CET1, Tier 1 and total capital ratios by up to 2.5%. No counter-cyclical buffer has been implemented to date;

Leverage ratio must be at 5.0% or higher;

LCR with a minimum requirement of 100%; and

NSFR with a minimum requirement of 100%.
The minimum capital ratio requirements set forth above do not reflect additional Pillar II add-on requirements that the BMA may impose upon us as a prudential measure from time to time. As of January 1, 2019, our minimum total capital ratio required by the BMA is 16.3% and our minimum CET1 ratio requirement is 10.0%. As of the date hereof, we expect that our minimum total capital ratio requirement at January 1, 2020 will remain at 16.3% (inclusive of the minimum required total capital ratio of 10.5% as described above). However, as our capital requirements remain under continuous review by the BMA pursuant to its prudential supervision, we cannot guarantee that the BMA will not seek higher total capital ratio requirements at any time.
In December 2017, the BCBS published standards that it described as the finalization of the Basel III post-crisis regulatory reforms (the standards are commonly referred to as "Basel IV"). Among other things, these standards revise the BCBS's standardized approach for credit risk (including by recalibrating risk weights and introducing new segmentations for exposures) and provides a new standardized approach for operational risk capital. Under the BCBS framework, these standards will generally be effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. The impact of these standards on us will depend on the manner in which they are implemented by the BMA.
The following table sets forth our capital adequacy as at December 31, 2019 and 2018 in accordance with the Basel III framework:
 As at December 31, 
(in millions of $)20192018 
Capital 
 
 
Common Equity Tier 1848.8
846.0
 
Tier 1 capital848.8
846.0
 
Tier 2 capital103.2
121.5
 
Total capital952.1
967.6
 
Risk Weighted Assets 
 
 
Cash due from banks and investments862.8
918.1
 
Loans2,697.4
2,244.8
 
Other assets287.4
236.7
 
Off-balance sheet items282.1
227.6
 
Operational risk charge768.2
694.2
 
Total risk-weighted assets4,897.9
4,321.4
 
Capital Ratios (%) 
 
 
Common Equity Tier 117.3%19.6%
Tier 1 total17.3%19.6% 
Total capital19.4%22.4% 
Leverage ratio5.9%7.6% 
CET 1 capital has remained broadly flat due to earnings accretion being offset by dividends paid to ordinary shareholders, shares repurchased under the Bank’s share buy-back program and an increase in the goodwill and intangible asset regulatory deduction as a result of the ABN AMRO (Channel Islands) acquisition. Tier 2 capital decreased due to the amortization of subordinated notes that have less than 5 years to maturity. The increase in RWAs is also driven by the ABN AMRO (Channel Islands) acquisition and this has also impacted our Total capital and leverage ratios. As at December 31, 2019, we were in compliance with the minimum LCR of 100% as well as the minimum NSFR of 100%.
Share Buy-Back Program
The Bank repurchases its common shares through share buy-back programs from time to time as a means to improve shareholder liquidity and facilitate growth in share value. In accordance with applicable laws, regulations and listing standards, each program was approved by the Board and repurchases of shares pursuant to each program is subject to the approval of the BMA. In addition, the BSX is advised monthly of shares purchased pursuant to each program.
Common Share Buy-Back Program
On February 26, 2015, the Board approved, with effect from April 1, 2015, the 2015 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. This program expired on March 31, 2016.
On February 19, 2016, the Board approved, with effect from April 1, 2016, the 2016 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares. This program expired on March 31, 2017.
On February 15, 2018, the Board approved, with effect on April 1, 2018, the 2018 common share buy-back program, authorizing the purchase for treasury of up to 1.0 million common shares. On December 6, 2018, following the completion of the initial 2018 share buy-back program, the Board approved the 2019 share buy-back program, authorizing for purchase for treasury of up to 2.5 million common shares through February 29, 2020.
On December 2, 2019, the Board approved, with effect from the completion of the previous program on December 20, 2019 through to February 28, 2021, a common share buy-back program, authorizing the purchase for treasury of up to 3.5 million common shares or $125 million. The timing and amount of repurchase transactions under the new program will be based on market conditions, share price, legal requirements and other factors. No assurances can be given as to the amount of common shares that may actually be repurchased.

Total common share buy-backs for the years ending December 31, 2019, 2018, 2017, 2016 and 2015, are as follows:
 For the year ending December 31
 20192018201720162015Total
Acquired number of shares (to the nearest share)2,293,788
1,254,212

97,053
250,371
3,895,424
Average cost per common share (in $)35.55
38.62

16.36
19.42
35.02
Total cost (in $)81,534,076
48,442,768

1,588,189
4,862,248
136,427,281
The foregoing reflects the reverse share split that the Bank effected on September 6, 2016.
Preference Share Buy-Back Program
On February 26, 2015, the Board approved, with effect from May 5, 2015, the 2015 preference share buy-back program, authorizing the purchase and cancellation of up to 5,000 preference shares.
Total preference share buy-backs for the years ending December 31, 2019, 2018, 2017, and 2016 are as follows:
 For the year ending December 31
 20192018201720162015Total
Acquired number of shares (to the nearest share)



183
183
Average cost per common share (in $)



1,151.55
1,151.55
Total cost (in $)



210,734
210,734
All of the preference shares were redeemed and canceled in December 2016.
From time to time, our associates, insiders and insiders' associates as defined by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to each program, provided no more than any such person's pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase program must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities.
Warrants
Following the capital raise on March 2, 2010, the terms of the 427,960 warrants with an exercise price of $70.10 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the Guarantee. Subsequently, the Government of Bermuda held 0.43 million (2016: 0.43 million) warrants with an exercise price of $34.72 (2016: $34.72) with an expiration date of June 22, 2019. On December 16, 2016, the Bank repurchased for cancellation all of the outstanding warrants for $0.1 million.
Dividends
During the year ended December 31, 2019, we paid cash dividends totaling $93.6 million or $1.76 for each common share on record as of the related record dates (2018: $83.7 million or $1.52 for each common share on record, 2017: $69.7 million or $1.28 for each common share on record). The Board declared these dividends as a quarterly dividend of $0.44 per common share for each quarter of 2019, $0.38 per common share for each quarter of 2018, and $0.32 per common share for each quarter of 2017.
For more information, see "Risk Factors – Risks Relating to the Common Shares – Holders of our common shares may not receive dividends".
Cash Flows
2019 vs. 2018
Cash due from banks was $2.6 billion as at December 31, 2019, compared to $2.1 billion as at December 31, 2018. The increase is described below by category of operating, investing and financing activities.
For the year ended December 31, 2019, net cash provided by operating activities totaled $249.6 million (2018: $296.3 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities decreased by $46.7 million from 2018 to 2019, due primarily to a decrease in net income as well as movements in other liabilities.
Net cash provided by investing activities for the year ending December 31, 2019 totaled $1,092.5 million, compared to cash provided by investing activities of $338.6 million in 2018. The $754.0 million increase in cash provided by investing activities in 2019 was mainly attributable to the acquisition of ABN AMRO (Channel Islands) which had significant deposit funding which was deployed into short term investments for the short to medium term until such deposits are behavioralized.
Net cash used in financing activities totaled $919.4 million in 2019, compared to net cash used in financing activities of $125.2 million in 2018. The $794.3 million increase is mainly due to a reduction in the balance of customer deposits liabilities, excluding the customer deposits obtained during the ABN AMRO (Channel Islands) acquisition.
2018 vs. 2017
Cash due from banks was $2.1 billion as at December 31, 2018, compared to $1.5 billion as at December 31, 2017. The increase is described below by category of operating, investing and financing activities.

For the year ended December 31, 2018, net cash provided by operating activities totaled $296.3 million (2017: $242.1 million). Cash flows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities increased by $65.7 million from 2017 to 2018, due primarily to an increase in net income and movements in employee future benefits. This was partially offset by movements in other assets.
Net cash provided by investing activities for the year ending December 31, 2018 totaled $338.6 million, compared to cash used in investing activities of $164.3 million in 2017. The $502.9 million increase in cash provided by investing activities in 2017 was mainly attributable to proceeds from the sale of AFS securities and lower purchases of AFS securities. This was partially offset by increased purchases of HTM securities and a net increase in loan balances.
Net cash used in financing activities totaled $125.2 million in 2018, compared to net cash provided by financing activities of $686.3 million in 2017. The $549.7 million decrease is mainly due to a net decrease of demand and term deposits.
Off Balance Sheet Arrangements
Assets Under Administration and Assets Under Management
In the normal course of business, we hold AUA and AUM in a fiduciary or agency capacity for our clients. In accordance with GAAP, these assets are not our assets and are not included in our consolidated balance sheets.
Credit-Related Arrangements
We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these arrangements do not necessarily reflect future cash requirements. Management believes there are no material commitments to extend credit that represent risks of an unusual nature.
Standby letters of credit and letters of guarantee are issued at the request of our clients in order to secure a client's payment or performance obligations to a third party. These guarantees represent our irrevocable obligation to pay the third-party beneficiary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneficiary's claim against the client. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years.
Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client defaults. To control the credit risk associated with issuing letters of credit and letters of guarantee, we subject such activities to the same credit quality and monitoring controls as our lending activities. The types and amounts of collateral security we hold for these standby letters of credit and letters of guarantee are generally represented by our deposits or a charge over assets held in mutual funds. We are obligated to meet the entire financial obligation of these agreements and in certain cases are able to recover the amounts paid through recourse against the collateral security.

59


Segment Overview
The Bank is managed by the Group CEO on a geographic basis. In 2017, the Bank presented six segments which included Bermuda, Cayman, Guernsey, Switzerland, The Bahamas, and the UK. In 2018, the Bank reassessed the segment reporting as a result of acquisitions which were announced in 2017 or early 2018 and concluded on the following four geographic segments: Bermuda, Cayman, Channel Islands and the UK and Other. The Other segment is composed of several non-reportable operating segments that have been aggregated in accordance with GAAP. Each reportable segment has a managing director who reports to the Group CEO. The Group CEO and the segment managing director have final authority over resource allocation decisions and performance assessment.
Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of certain corporate overhead expenses and loan participation revenue and expense. Loan participation revenue and expenses are allocated pro-rata based on the percentage of the total loan funded by each jurisdiction participating in the loan.
Bermuda (Including Head Office)
For more than 150 years, Bermuda has served as home to our headquarters and remains our largest jurisdiction in terms of number of employees and business volume. The following table provides certain financial information for our Bermuda segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 183.9
205.3
179.9
(21.4)25.4
(10.4)%14.1 %
Provision for credit recoveries (losses) (3.1)6.8
4.6
(9.9)2.2
(145.6)%47.8 %
Non-interest income 89.1
87.4
81.4
1.7
6.0
1.9 %7.4 %
Net revenue before other gains (losses) 269.9
299.5
265.9
(29.6)33.6
(9.9)%12.6 %
Operating expenses (209.4)(202.4)(192.0)(7.0)(10.4)3.5 %5.4 %
Net income before other gains (losses) 60.5
97.1
73.9
(36.6)23.2
(37.7)%31.4 %
Total other gains (losses) 2.2

2.8
2.2
(2.8)100.0 %(100.0)%
Net income 62.7
97.1
76.7
(34.4)20.4
(35.4)%26.6 %
Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 4,403
4,496
(93)(2.1)%
Loans, net of allowance for credit losses 2,096
1,998
98
4.9 %
Total assets 5,220
5,387
(167)(3.1)%
Assets under administration    
 
Custody and other administration services 15,220
16,539
(1,319)(8.0)%
Trust 44,369
46,906
(2,537)(5.4)%
Assets under management    
 
Butterfield Funds 1,897
1,774
123
6.9 %
Other assets under management 2,085
1,860
225
12.1 %
Total assets under management 3,981
3,634
347
9.5 %
Number of employees 520
572
(52)(9.1)%
2019 vs. 2018
Net income before other gains and losses was $60.5 million for the year ended December 31, 2019, down by $36.6 million from $97.1 million in the prior year. This decrease is due principally to the following movements in net interest income, provision for credit losses, non-interest income, operating expenses and total other gains.
Net interest income before provision for credit losses decreased by $21.4 million to $183.9 million in 2019, due primarily to a lower average volume of interest earning assets in 2019 driven by lower customer deposit funding as well as higher interest rates paid on customer term deposits.
Provision for credit losses was $3.1 million which was down $9.9 million from a release in the prior year. This resulted primarily from smaller releases from the general provision compared to the prior year as well as increased specific provisions on a few residential mortgages and a commercial loan.
Non-interest income increased by $1.7 million to $89.1 million in 2019. This was primarily driven by increased card service fee contributions, increased asset management fees due to new business, increased custody fees due to new fees and offset by reduced foreign exchange income due to reduced transactional volumes on foreign exchange transactions.
Operating expenses increased by $7.0 million to $209.4 million in 2019 due primarily to increased salary and other employee benefit costs, due to both restructuring initiatives and costs associated with the departure of a senior executive, increased professional and other outside services costs, resulting from costs associated with the ABN AMRO (Channel Islands) acquisition which were booked at the Head Office level, and increased marketing costs associated with the rebranding initiative.
Other gains increased by $2.2 million in 2019 . Other gains in 2018 were immaterial. This was driven by higher mark-to-market gains on equity securities and net realized gains on the sale of AFS.

Total assets as at December 31, 2019 were $5.2 billion, down $0.2 billion from December 31, 2018. Customer deposits ended 2019 at $4.4 billion, down $0.1 billion from the end of 2018, and loan balances ended 2019 at $2.1 billion, up $0.1 billion from the end of 2018.
Client AUA for the trust and custody businesses as at December 31, 2019 were $44.4 billion and $15.2 billion, respectively, while assets under management were $4.0 billion. This compares with $46.9 billion, $16.5 billion and $3.6 billion, respectively, as at December 31, 2018.
2018 vs. 2017
Net income before other gains and losses was $97.1 million for the year ended December 31, 2018, up by $23.2 million from $73.9 million in the prior year. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $25.4 million to $205.3 million in 2018, driven primarily by increased investment income due to a higher yield, increased loan interest income resulting from the increases in the Bermuda base rate, increased deposit income from higher average balances, and lower deposit expense due to a lower average volume of interest bearing deposits.
Provision for credit losses was a release of $6.8 million which was up $2.2 million from a recovery in the prior year. This resulted primarily from larger releases from the general provision compared to the prior year.
Non-interest income increased by $6.0 million to $87.4 million in 2018. This was primarily driven by custody and other administrative services fees, which increased by $1.6 million due to several new customers, and asset management fees which increased by $1.3 million due to revised fee schedules and higher AUM in certain Butterfield mutual funds.
Operating expenses increased by $10.4 million to $202.4 million in 2018 due primarily to increased salary and other employee benefit costs, resulting from increased post-retirement medical costs and higher performance related compensation, increased professional and other outside services costs, resulting from costs associated with our external audit and the costs associated with compliance programs and increased IT and communications costs associated with higher depreciation and increased sourcing costs. This increase was further augmented by an increase in indirect taxation, resulting from increased asset-based taxes, higher payroll tax and the costs of the Bermuda Deposit Insurance program.
Other gains decreased by $2.8 million to nil. Other gains in 2017 were due primarily to a $2.6 million receipt from a liquidation distribution on a pass-through note which was previously fully impaired in 2010 and $1.7 million of realized gains upon the sale of AFS investments.
Total assets as at December 31, 2018 were $5.4 billion, down $0.7 billion from December 31, 2017. Customer deposits ended 2018 at $4.5 billion, down $0.8 billion from the end of 2017 from deposits where certain large corporate customers withdrew deposits during the year, and loan balances ended 2018 at $2.0 billion, down $12.0 million from the end of 2017.
Client AUA for the trust and custody businesses as at December 31, 2018 were $46.9 billion and $16.5 billion, respectively, while AUM were $3.6 billion. This compares with $47.8 billion, $19.6 billion and $3.7 billion, respectively, as at December 31, 2017.
Cayman Islands
We are a leading financial services provider in the Cayman Islands, offering a comprehensive range of personal and corporate financial services. In addition to our strong retail presence, we are focused on the provision of wealth management services including private banking, asset management and trust services.
We have continued to enhance our client delivery channels including the newly opened Camana Bay banking branch and online and mobile banking platform upgrades. With four Banking Centers in desirable locations and 15 ATMs strategically located in Grand Cayman, we continue to be a leading provider of financial services locally. The following table provides certain financial information for our Cayman Islands segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 114.6
103.2
86.1
11.4
17.1
11.0%19.9%
Provision for credit recoveries (losses) 1.9
1.3
1.0
0.6
0.3
46.2%30.0%
Non-interest income 51.9
47.8
46.0
4.1
1.8
8.6%3.9%
Net revenue before other gains (losses) 168.4
152.3
133.1
16.1
19.2
10.6%14.4%
Operating expenses (61.1)(60.7)(59.4)(0.4)(1.3)0.7%2.2%
Net income before other gains (losses) 107.3
91.6
73.7
15.7
17.9
17.1%24.3%
Total other gains (losses) 0.6
0.4

0.2
0.4
50.0%%
Net income 107.9
92.0
73.7
15.9
18.3
17.3%24.8%

Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 3,450
3,320
130
3.9 %
Loans, net of allowance for credit losses 1,105
1,012
93
9.2 %
Total assets 3,839
3,706
133
3.6 %
Assets under administration     
Custody and other administration services 2,582
2,244
338
15.1 %
Trust 7,723
7,700
23
0.3 %
Assets under management     
Butterfield Funds 195
229
(34)(14.8)%
Other assets under management 646
606
40
6.6 %
Total assets under management 841
835
6
0.7 %
Number of employees 296
277
19
6.9 %
2019 vs. 2018
Net income before other gains and losses for the year ended December 31, 2019 was $107.3 million, up by $15.7 million from $91.6 million in 2018. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses was $114.6 million in 2019, an improvement of $11.4 million compared to 2018. The increase from 2018 to 2019 was driven primarily by an improvement in investment income which was up by $8.8 million from 2018 to 2019 as a result of the increase in higher yielding investment assets. Interest income on loans also increased by $1.9 million as a result of higher loan volumes. Deposit liability costs increased from $4.2 million in 2018 to $8.4 million in 2019 as a result of higher volumes and customer rates.
Provision for credit losses was a recovery of $1.9 million in 2019, representing an increase of $0.6 million compared to a smaller credit recovery in 2018. This increase in recovery was due to a net specific provision release driven by a small government loan-to-debt conversion and additional releases in the general provision in 2019.
Non-interest income was $51.9 million, up $4.1 million from 2018 due primarily to increased transactional volumes on foreign exchange transactions and to increased card service fee contributions.
Operating expenses increased by $0.4 million from 2018 to 2019, to $61.1 million, driven primarily by higher compensation costs from increased headcount and offset by reduced property expenses due to the expiry and non-renewal of a lease.
Other gains and losses for the year ended December 31, 2019 were gains of $0.6 million, an increase of $0.2 million from gains in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio.
Total assets as at December 31, 2019 were $3.8 billion, up $0.1 billion from the end of 2018, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 2018 to year-end 2019 at $1.1 billion due to an increase in both corporate and consumer lending.
Client AUA for the trust and custody businesses were $7.7 billion and $2.6 billion, respectively, while AUM were $0.8 billion at the end of 2019. This compares with $7.7 billion, $2.2 billion and $0.8 billion, respectively, on December 31, 2018.
2018 vs. 2017
Net income before other gains and losses for the year ended December 31, 2018 was $91.6 million, up by $17.9 million from $73.7 million in 2017. This increase is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses was $103.2 million in 2018, an improvement of $17.1 million compared to 2017. The increase from 2017 to 2018 was driven primarily by an improvement in investment income which was up by $8.1 million from 2017 to 2018 as a result of an increase in average AFS and HTM investment balances, along with a 52 basis point increase in yield. Interest income on loans also increased by $6.3 million as a result of an increase in the Cayman base rate and higher loan volumes. Deposit liability costs increased from $2.9 million in 2017 to $3.8 million in 2018 as a result of slightly higher deposit rates.
Provision for credit losses was a recovery of $1.3 million in 2018, representing a decrease of $0.3 million compared to a smaller credit recovery in 2017. This decrease was primarily a result of a larger releases from the general provision in 2018.
Non-interest income was $47.8 million, up $1.8 million from 2017 due primarily to volume driven increases in banking fees led by account service charges, wire transfer and card volumes, foreign exchange income which increased due to higher volumes and increased trust revenue from the recent acquisition.
Operating expenses increased by $1.3 million from 2017 to 2018, to $60.7 million, driven primarily by increased performance related compensation costs, property costs, costs in technology and communication, as well as increased inter-company charges.
Other gains and losses for the year ended December 31, 2018 were gains of $0.4 million, an increase of $0.4 million from small losses in the prior year, which resulted primarily from investment sales as a part of the strategic repositioning of the investment portfolio.
Total assets as at December 31, 2018 were $3.7 billion, up $0.5 billion from the end of 2017, reflecting higher total deposit levels. Net loans increased $0.1 billion from year-end 2017 to year-end 2018 at $1.0 billion due to an increase in both corporate and consumer lending.
Client AUA for the trust and custody businesses were $7.7 billion and $2.2 billion, respectively, while AUM were $0.8 billion at the end of 2018. This compares with $5.1 billion, $2.2 billion and $0.9 billion, respectively, on December 31, 2017.


Channel Islands and the UK
The Channel Islands and UK segment includes the jurisdictions of Guernsey, Jersey (both in the Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial institutions including private banking and treasury services, internet banking, wealth management and fiduciary services. The UK jurisdiction provides mortgage services for high-value residential properties. The following table provides certain financial information for our Channel Islands and the UK segment for the years ended December 31, 2019, 2018 and 2017.
Summary Income Statement For the year ended December 31,Dollar changePercent change
(in millions of $) 2019201820172018 to 20192017 to 20182018 to 20192017 to 2018
Net interest income 47.2
34.5
23.6
12.7
10.9
36.8 %46.2 %
Provision for credit recoveries (losses) 1.4
(1.1)0.2
2.5
(1.3)(227.3)%(650.0)%
Non-interest income 34.3
26.8
24.4
7.5
2.4
28.0 %9.8 %
Net revenue before other gains (losses) 82.9
60.2
48.2
22.7
12.0
37.7 %24.9 %
Operating expenses (74.2)(50.4)(43.8)(23.8)(6.6)47.2 %15.1 %
Net income before other gains (losses) 8.7
9.8
4.4
(1.1)5.4
(11.2)%122.7 %
Total other gains (losses) 
(1.2)(1.5)1.2
0.3
(100.0)%(20.0)%
Net income 8.7
8.6
2.9
0.1
5.7
1.2 %196.6 %
Summary Balance Sheet As at December 31,  
(in millions of $) 20192018Dollar changePercent change
Customer deposits 4,554
1,603
2,951
184.1 %
Loans, net of allowance for credit losses 2,025
1,081
944
87.3 %
Total assets 5,108
1,967
3,141
159.7 %
Assets under administration     
Custody and other administration services 12,506
6,282
6,224
99.1 %
Trust 20,417
21,490
(1,073)(5.0)%
Assets under management     
Butterfield Funds 65
55
10
18.2 %
Other assets under management 760
321
439
136.8 %
Total assets under management 825
376
449
119.4 %
Number of employees 425
331
94
28.4 %
2019 vs. 2018
Our Channel Islands and UK segment posted net income before gains and losses of $8.7 million in 2019, a decrease of $1.1 million when compared to 2018. This movement is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $12.7 million to $47.2 million in 2019, compared to $34.5 million in 2018, primarily due to $15.1 million increase in loan interest income and $15.1 million increase in deposits with banks interest income due to additional funding as a result of the ABN AMRO (Channel Islands) acquisition. Partially offsetting this was a $18.9 million increase in interest expense, principally from deposit funding from the ABN AMRO (Channel Islands) acquisition.
Provision for credit losses was a recovery of $1.4 million, compared to an expense of $1.1 million in 2018 due to the reversal of Brexit economic factors that were no longer supported and reduced historical rates.
Non-interest income increased by $7.5 million to $34.3 million in 2019, attributable to the impact of the late-2018 onboarding of Deutsche Bank clients as well as the ABN AMRO (Channel Islands) acquisition.
Operating expenses of $74.2 million in 2019 were $23.8 million higher than 2018, principally due to increased salaries and other staff benefits from a higher headcount as a result of the ABN AMRO acquisition, increased property expenses from ABN AMRO staff occupying a separate building as well as higher technology expenses from increased infrastructure investment and to accommodate the other elements of the ABN AMRO acquisition.
Other gains for 2019 saw an improvement of $1.2 million compared to 2018. Losses in 2018 reflected a non-core settlement loss on a defined benefit pension plan.
Total assets of $5.1 billion as at December 31, 2019, an increase from $2.0 billion as at December 31, 2018 primarily from the ABN AMRO (Channel Islands) acquisition as well as an increase in new residential loan origination in the UK.
At the end of 2019, client AUA for the trust and custody businesses were $20.4 billion and $12.5 billion, respectively, while AUM were $0.8 billion. This compares with $21.5 billion, $6.3 billion and $0.4 billion, respectively, as at December 31, 2018.

2018 vs. 2017

Our Channel Islands and the UK segment posted net income before gains and losses of $9.8 million in 2018, an increase of $5.4 million when compared to 2017. This movement is due principally to the following movements in net interest income, provision for credit losses, non-interest income and operating expenses.
Net interest income before provision for credit losses increased by $10.9 million to $34.5 million in 2018, compared to $23.6 million in 2017, primarily due a $10.4 million increase in loan interest income, due to increased loans underwritten in the UK jurisdiction which were funded by the Guernsey jurisdiction. Partially offsetting this was a $4.7 million increase in interest expense, principally from a 22 basis point increase in the cost of deposits from increased rates on term deposits.
Provision for credit losses was an expense of $1.1 million, compared to an expense of $0.2 million in 2017 due to increased general provisioning rates on UK exposures compared to the prior year together with a specific provision raised in Guernsey of $0.8 million.
Non-interest income decreased by $2.4 million to $26.8 million in 2018, attributable to an increase in trust revenue predominantly as a result of new revenues generated from clients acquired from the recent acquisition.
Operating expenses of $50.4 million in 2018 were $6.6 million higher than 2017, principally due to increased salaries and other staff benefits from a higher headcount as a result of the recent acquisitions and increased discretionary incentive costs. Augmenting this was higher technology expenses from increased infrastructure investment to set up the Jersey jurisdiction and to accommodate the other elements of the recent acquisition.
Other losses for 2018 were $1.2 million, an improvement by $0.3 million compared to net losses of $1.5 million in 2017. Losses in 2018 reflected non-core settlement loss on a defined benefit pension plan, while losses in 2017 reflected purchase price adjustments during the earn-out period of the Legis transaction recorded in 2017. Net income after gains and losses was $8.6 million in 2017, an increase of $5.7 million from $2.9 million in 2017.
Total assets of $2.0 billion as at December 31, 2018, an increase from $1.6 billion as at December 31, 2017 primarily from an increase in customer deposits, principally in the Jersey jurisdiction and loan origination growth from the UK jurisdiction, which was funded by Guernsey.
At the end of 2018, client AUA for the trust and custody businesses were $21.5 billion and $6.3 billion, respectively, while AUM were $0.4 billion. This compares with $26.5 billion, $5.8 billion and $0.4 billion, respectively, as at December 31, 2017.
Critical Accounting Policies and Estimates
The Bank's significant accounting policies conform to GAAP and are described in Note 2 of our audited consolidated financial statements. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Given the sensitivity of our consolidated financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition. Details of certain critical policies and estimates that affect our business results are summarized below:
Allowance for Credit Losses
We maintain an allowance for credit losses, which in management's opinion is adequate to absorb all estimated credit-related losses in our lending and off-balance sheet credit-related arrangements at the balance sheet date.
The allowance for credit losses could be affected by a variety of internal and external factors. Internal factors include portfolio performance such as delinquency levels, assigned risk ratings, the mix and level of loan balances, differing economic risks associated with each loan category and the financial condition of specific borrowers. External factors include fluctuations in the general economy, unemployment rates, bankruptcy filings, developments within a particular industry, changes in collateral values and factors particular to a specific commercial credit such as competition, business and management performance. The allowance for credit losses may be adjusted to reflect our current assessment of various qualitative risks, factors and events that may not be measured in our statistical procedures. There is no certainty that the allowance for credit losses will be appropriate over time to cover losses because of unanticipated adverse changes in any of these internal, external or qualitative factors.
For non-accrual loans and loans modified in a Troubled Debt Restructuring ("TDR"), we conduct specific analysis on a loan level basis to determine the probable amount of credit loss. If appropriate, a specific allowance is established for the loan through a charge to the provision for credit losses. For all classes of impaired loans, if the expected realizable value of the impaired loan is less than the recorded investment in the loan, impairment is recognized through an allowance estimate. If we determine that part of the allowance is uncollectible, in such cases, the provision for credit losses is not affected when a specific reserve for at least that amount already exists. Techniques utilized include comparing the loan's carrying amount to the estimated present value of its future cash flows or the fair value of its underlying collateral, or the loan's observable market price.
Even minor changes in the level of estimated losses can significantly affect management's determination of the appropriate allowance because those changes must be applied across a large portfolio. To illustrate, an increase in estimated losses equal to one percent of our residential mortgage loan portfolio would result in a $32.2 million increase in the allowance, and a corresponding decrease to net income, or a $0.61 decrease in basic earnings per common share. The same increase in estimated losses for the commercial loan and commercial mortgage portfolio would result in a $16.9 million increase in the allowance and a corresponding decrease to net income, or a $0.32 decrease in basic earnings per common share. Such adjustments to the allowance for credit losses can materially affect financial results.
Determination of the allowance for credit losses is inherently subjective. It requires significant estimates including the amounts and timing of expected future cash flows on impaired loans, appraisal values of underlying collateral for collateralized loans, and the amount of estimated losses on pools of homogeneous loans which is based on historical loss experience and consideration of current economic trends, all of which may be susceptible to significant change.
Recognition of Other-Than-Temporary Impairments on Investments
For debt securities, we consider a decline in fair value to be other-than-temporary when it does not expect to recover the entire amortized cost basis of the security. Investments in debt securities in unrealized loss positions are analyzed as part of our ongoing assessment of OTTI. When we intend to sell such securities or it is more likely than not that we will be required to sell the securities before recovering the amortized cost, we recognize an impairment loss equal to the full difference between the amortized cost basis and the fair value of those securities. When we do not intend to sell or it is more likely than not that we will hold such securities until recovering the amortized cost, we determine whether any credit losses exist to identify any OTTI.
In situations where there is a credit loss, only the amount of impairment relating to credit losses on AFS and HTM investments is recognized in net income. The degree of judgment involved in determining the recoverable value of an investment security is dependent upon the availability of observable market prices or observable market parameters. When observable market prices and parameters do not exist, judgment is necessary to estimate recoverable value which gives rise to added uncertainty in the

assessment. The assessment takes into consideration factors such as interest rate changes, movements in credit spreads. We believe that the amount that has been recognized in net income has been a historically accurate estimate of the amount of impairment relating to credit losses on these investments.
Our valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values which may be greater or lower than the actual value at which the investments may be ultimately sold or the ultimate cash flows that may be recovered. If the assumptions on which we base our valuations change, we may experience additional OTTI or realized losses or gains, and the period-to-period changes in value could vary significantly.
Fair Values
We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We determine the fair values of assets and liabilities based on the fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The relevant accounting standard describes three levels of inputs that may be used to measure fair value. Investments classified as trading and AFS, and derivative assets and liabilities are recognized in the consolidated balance sheet at fair value.
Fair value inputs are considered Level 1 when based on unadjusted quoted prices in active markets for identical assets.
We determine fair value based on quoted market prices, where available. If quoted prices are not available, fair value is estimated based upon other observable inputs, and may include valuation techniques such as present value cash flow models or other conventional valuation methods. In addition, when estimating the fair value of assets, we may use the quoted price of similar assets, if available.
We use unobservable inputs when observable inputs are not available. These inputs are based upon our judgments and assumptions, which represent our assessment of the assumptions market participants would use in pricing the asset or liability, which may include assumptions about risk, counterparty credit quality and liquidity and are developed based on the best information available. The use of different assumptions could produce significantly different results, which could have material positive or negative effects on the Bank's results of operations.
Significant assets measured at fair value on a recurring basis include our US government and federal agencies investments, corporate debt securities, and commercial mortgage-backed securities. The fair values of these instruments are generally sourced from an external pricing service and are classified as Level 2 within the fair value hierarchy. The service's pricing models use predominantly observable valuation inputs to measure the fair value of these securities under both the market and income approaches.
Fair value is also used on a nonrecurring basis to evaluate certain assets for impairment or for disclosure purposes. Examples of nonrecurring uses of fair value include OREO, loan impairments for certain loans and goodwill.
We review and update the fair value hierarchy classifications on a quarterly basis. We also verify the accuracy of the pricing provided by our primary external pricing service on a quarterly basis.
There were no transfers between Level 1 and Level 2 during the years ended December 31, 2019 and 2018.
Refer to Note 18: Fair value measurements of the audited consolidated financial statements for further detail on the judgments made in classifying instruments in the fair value hierarchy.
Goodwill
We account for acquisitions using the acquisition method of accounting, under which the acquired company's net assets are recorded at fair value at the date of the acquisition and the difference between the fair value of consideration and fair value of the net assets acquired is recorded as goodwill, if positive, and as bargain purchase gain, if negative.
Goodwill is tested annually in the third quarter for impairment at the reporting unit level, or more frequently if events or circumstances indicate there may be impairment. The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit's fair value to its carrying value including goodwill. If the fair value of a reporting unit exceeds its carrying value, applicable goodwill is deemed to be not impaired. If the carrying value exceeds fair value, there is an indication of impairment and the second step is performed to measure the amount of impairment.
The second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, which is the excess of the fair value of the reporting unit, as determined in the first step, over the aggregate fair values of the individual assets, liabilities and identifiable intangible assets as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss recognized cannot exceed the amount of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.
We rely on several assumptions when estimating the fair value of our reporting units using the discounted cash flow method. These assumptions include the estimated future cash flows from operations, required discount rate, as well as projected loan losses, an estimate of terminal value and other inputs. Our estimated future cash flows are largely based on our historical actual cash flows and industry and economic trends, among other considerations. Although management has used the estimates and assumptions it believes to be most appropriate in the circumstances, it should be noted that even relatively minor changes in certain valuation assumptions used in management's calculation would result in significant differences in the results of the impairment test.
The valuation of goodwill is dependent on forward-looking expectations related to nationwide and local economic conditions and our associated financial performance. In the future, if our acquisitions do not yield expected returns or there are changes in discount rates, we may be required to take additional charges to our earnings based on the impairment assessment process, which could harm our business, financial condition, results of operations and prospects. We had $24.8 million as of December 31, 2019 and $24.0 million as of December 31, 2018 of goodwill, and the results of the impairment analysis for both annual periods resulted in no impairment being required.

Employee Future Benefits
We maintain trusteed pension plans for substantially all employees as either non-contributory defined benefit plans or defined contribution plans. Benefits under the defined benefit plans are primarily based on the employee's years of credited service and average annual salary during the final years of employment as defined in the plans. We also provide post-retirement medical benefits for certain qualifying active and retired Bermuda-based employees.
The calculations of the amounts recorded require the use of various actuarial assumptions, such as discount rates, assumed rates of return on plan assets, compensation increases, and turnover rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when appropriate. We believe that the assumptions used in recording our defined benefit plan obligations are reasonable based on our experience and advice from our actuaries.
The post-retirement medical benefits obligation is determined using our assumptions regarding health care cost trend rates. The health care trend rates are developed based on historical cost data, the near-term outlook on health care trends and the likely long-term trends.
In accordance with US GAAP, actual results that differ from the assumptions are accumulated and amortized over future periods and, therefore, generally affect recognized expense and the recorded obligation of future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect the defined benefit obligations and future expense.
See Note 11 "Employee11: Employee benefit plans"plans to our audited consolidated financial statements as ofat December 31, 20162019 for more information on our pension plans and post-retirement medical benefit plan, along with the key actuarial assumptions.

Share-based Payments
We engage in equity settled share-based payment transactions in respect of services received from eligible employees. The fair value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the grant. The cost of the employee services received in respect of the shares or share options granted is recognized in the consolidated statements of operations over the shorter of the vesting or service period.

The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the current share price, the risk-free interest rate, expected dividend rate, the expected volatility of the share price over the life of the option and other relevant factors. The fair value of unvested share awards is deemed to be the closing price of the publicly traded Bank shares on grant date. The fair value of time vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of employee services so that ultimately, the amount recognized in the consolidated statements of operations reflects the number of vested shares or share options. The Bank recognizes compensation cost for awards with performance conditions if and when the Bank concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures (e.g., due to termination of employment prior to vesting).
See Note 22: Share-based payments to our audited consolidated financial statements as at December 31, 2019 for more information on share-based payments.
Business Combinations
All business combinations are accounted for using the acquisition method. Identifiable intangible assets (mostly customer relationships) are recognized separately from goodwill and are initially valued at fair value using discounted cash flow calculations and other recognized valuation techniques. Goodwill represents the excess of the fair value of the consideration paid for the acquisition of a business over the fair value of the net assets acquired. Contingent purchase consideration is measured at its fair value and recorded on the purchase date. Any subsequent changes in the fair value of a contingent consideration liability will be recorded through the consolidated statements of operations.
See Note 27: Business combinations to our audited consolidated financial statements as at December 31, 2019 for more information on business combinations.





66



SELECTED STATISTICAL DATA
Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential
Average Balance Sheet and Interest Rates
The following table presents average consolidated balance sheets and net interest income for the years indicated:
 For the year ended December 31, For the year ended December 31
 2016 2015 2014 2019 2018 2017
(in millions of $) 
Average
balance
 
Interest
income/
expense
 
Average
yield/
rate
 
Average
balance
 
Interest
income/
expense
 
Average
yield/
rate
 Average
balance
 Interest
income/
expense
 Average
yield/
rate
 
Average
balance
Interest
income
(expense)
Average
yield/
rate
 
Average
balance
Interest
income
(expense)
Average
yield/
rate
 Average
balance
Interest
income
(expense)
Average
yield/
rate
Bermuda    
  
  
  
  
      
Assets    
  
  
  
  
         
 
  
 
 
  
Cash due from banks — Interest bearing 933.3
 4.3
 0.46 % 759.9
 1.6
 0.21 % 601.7
 1.4
 0.23 % 2,818.4
35.9
1.27 % 1,770.4
21.8
1.23 % 1,990.2
14.5
0.73 %
Securities purchased under agreement to resell 26.7
 0.4
 1.56 % 
 
 
 
 
 
 39.6
1.2
3.04 % 72.0
1.9
2.59 % 70.2
1.3
1.85 %
Short-term investments 405.9
 1.4
 0.34 % 14.6
 
 0.24 % 11.5
 
 0.09 % 375.2
4.5
1.20 % 134.8
1.2
0.89 % 312.3
1.4
0.44 %
Held-for-trading 0.7
 
 
 0.4
 
 
 0.1
 
 
Equity securities at fair value 1.2


 1.1


 0.9


Available-for-sale 1,808.0
 32.5
 1.80 % 1,447.5
 33.5
 2.32 % 1,379.1
 33.4
 2.42 % 2,247.3
60.7
2.70 % 2,774.2
68.9
2.48 % 3,315.5
65.3
1.97 %
Held-to-maturity 430.0
 12.2
 2.85 % 210.6
 6.4
 3.07 % 160.2
 5.1
 3.18 % 2,226.3
68.7
3.09 % 1,803.6
55.3
3.07 % 1,257.5
36.1
2.87 %
Investment in securities(1)
 2,238.7
 44.7
 1.99 % 1,658.5
 40.0
 2.41 % 1,539.5
 38.5
 2.50 % 4,474.9
129.4
2.89 % 4,578.9
124.3
2.71 % 4,573.9
101.4
2.22 %
Commercial 815.1
 40.9
 5.00 % 700.8
 33.5
 4.78 % 694.6
 32.4
 4.67 %
Consumer 1,343.9
 79.1
 5.88 % 1,323.3
 79.0
 5.97 % 1,368.1
 82.9
 6.06 %
Commercial loans 1,412.0
80.9
5.73 % 1,323.2
76.3
5.76 % 1,230.9
60.8
4.93 %
Consumer loans 2,957.5
153.1
5.18 % 2,672.6
142.2
5.31 % 2,434.9
126.3
5.18 %
Total loans, net of allowance for credit losses(2)
 2,159.0
 120.0
 5.55 % 2,024.1
 112.5
 5.56 % 2,062.7
 115.3
 5.59 % 4,369.5
234.0
5.36 % 3,995.8
218.5
5.46 % 3,665.8
187.0
5.09 %
Interest-earning assets 5,763.6
 170.9
 2.96 % 4,457.2
 154.1
 3.46 % 4,215.4
 155.2
 3.68 % 12,077.6
405.1
3.35 % 10,552.0
367.6
3.48 % 10,612.4
305.6
2.88 %
Other assets 199.8
  
  
 187.5
  
  
 227.5
     371.5
  350.7
  346.0
 
Total assets 5,963.4
 170.9
 2.86 % 4,644.7
 154.1
 3.32 % 4,442.9
 155.2
 3.49 % 12,449.1
  10,902.7


  10,958.4
 
Liabilities  
  
  
  
  
  
            
Customer deposits 3,784.9
 (5.6) (0.15)% 2,820.8
 (6.7) (0.24)% 2,875.3
 (7.9) (0.27)% 8,822.4
(50.3)(0.57)% 7,352.8
(16.6)(0.23)% 7,419.6
(10.2)(0.14)%
Bank deposits 22.8
 (0.2) (1.01)% 1.8
 
 (1.52)% 2.4
 (0.1) (0.38)% 29.1
(1.2)(4.11)% 23.0
(1.0)(4.22)% 25.5
(0.8)(3.01)%
interest bearing deposits 3,807.6
 (5.8) (0.15)% 2,822.6
 (6.7) (0.24)% 2,877.7
 (7.9) (0.28)%
Interest bearing deposits 8,851.5
(51.5)(0.58)% 7,375.8
(17.6)(0.24)% 7,445.0
(10.9)(0.15)%
Securities sold under agreement to repurchase 16.0
 (0.1) (0.72)% 2.1
 
 (0.39)% 22.0
 (0.1) (0.38)% 0.7

(2.12)% 1.6

(2.11)% 

 %
Long-term debt 117.0
 (4.5) (3.84)% 117.0
 (4.9) (4.15)% 117.2
 (5.6) (4.80)% 143.4
(7.9)(5.49)% 133.4
(6.9)(5.21)% 117.0
(5.0)(4.23)%
interest bearing liabilities 3,940.7
 (10.4) (0.26)% 2,941.7
 (11.5) (0.39)% 3,019.9
 (13.7) (0.45)%
Interest bearing liabilities 8,995.5
(59.4)(0.66)% 7,510.8
(24.6)(0.33)% 7,562.0
(15.9)(0.21)%
Non-interest bearing current accounts 1,486.1
  
  
 1,192.5
  
  
 883.1
     2,147.2
  2,231.8
  2,393.1
 
Other liabilities 175.7
    
 154.1
  
  
 129.3
     310.4
  281.0
  254.4
 
Total liabilities 5,602.5
 (10.4) (0.19)% 4,288.2
 (11.5) (0.27)% 4,029.3
 (13.7) (0.34)% 11,453.1
  10,023.7
  10,209.6
 
Shareholders' equity 360.9
  
  
 356.5
  
  
 413.6
     995.9
  879.0
  748.9
 
Total liabilities and shareholders' equity 5,963.4
  
  
 4,644.7
  
  
 4,442.9
     12,449.1
  10,902.7
  10,958.4
 
Non-interest bearing funds net of non-interest-earning assets (free balance) 1,822.9
  
  
 1,515.5
  
  
 1,198.5
     1,775.7
   1,881.1
   2,047.1
  
Net interest margin  
 160.5
 2.78 %  
 142.5
 3.20 %   141.6
 3.36 %  345.7
2.86 %  343.0
3.25 %  289.7
2.73 %
Net interest spread  
  
 2.68 %  
  
 3.05 %     3.15 %  2.74 %  3.13 %  2.63 %
Ratio of average interest earning asset/ interest bearing liabilities 146.3%  
  
 151.5%  
  
 139.7%     134.3%  140.5%  140.3% 
Non-Bermuda  
  
  
  
  
  
      
Assets  
  
  
  
  
  
      
Cash due from banks — Interest bearing 1,146.6
 3.0
 0.26 % 1,311.6
 3.2
 0.24 % 1,040.6
 3.5
 0.34 %
Short-term investments 142.8
 0.7
 0.47 % 321.8
 1.7
 0.54 % 99.1
 0.5
 0.47 %
Held for trading 132.7
 1.7
 1.30 % 347.0
 5.9
 1.70 % 598.7
 9.1
 1.52 %
Available-for-sale 1,326.8
 20.7
 1.55 % 1,025.3
 17.5
 1.71 % 570.1
 14.6
 2.57 %
Held-to-maturity 242.4
 10.0
 4.11 % 186.3
 6.2
 3.32 % 169.5
 5.5
 3.27 %
Investment in securities(1) 1,701.9
 32.4
 1.90 % 1,558.5
 29.6
 1.90 % 1,338.2
 29.2
 2.19 %
Commercial 615.5
 30.7
 4.98 % 657.7
 28.7
 4.37 % 886.4
 33.4
 3.77 %
Consumer 1,146.6
 37.2
 3.24 % 1,344.9
 45.3
 3.37 % 1,125.8
 43.3
 3.84 %
Total loans, net of allowance for credit losses(2)
 1,762.1
 68.0
 3.86 % 2,002.5
 74.0
 3.70 % 2,012.2
 76.7
 3.81 %
Interest-earning assets 4,753.4
 104.0
 2.18 % 5,194.4
 108.5
 2.09 % 4,490.2
 109.9
 2.45 %
Other assets 143.6
  
  
 184.0
  
  
 183.3
    
Total assets 4,897.0
 104.0
 2.12 % 5,378.5
 108.5
 2.02 % 4,673.5
 109.9
 2.35 %
Liabilities  
  
  
  
  
  
      
Customer deposits 3,890.7
 (6.0) (0.15)% 4,318.2
 (11.7) (0.27)% 3,828.1
 (12.8) (0.33)%
Bank deposits 35.5
 
 (0.08)% 15.9
 (0.1) (0.54)% 35.8
 (0.2) (0.46)%
interest bearing deposits 3,926.2
 (6.0) (0.15)% 4,334.1
 (11.7) (0.27)% 3,863.9
 (12.9) (0.33)%
interest bearing liabilities 3,926.2
 (6.0) (0.15)% 4,334.1
 (11.7) (0.27)% 3,864.0
 (12.9) (0.33)%
Non-interest bearing current accounts 504.4
  
  
 528.2
  
  
 327.8
    
Other liabilities 
  
  
 42.8
  
  
 58.0
    
Total liabilities 4,430.6
 (6.0) (0.15)% 4,905.1
 (11.7) (0.24)% 4,249.8
 (12.9) (0.30)%
Shareholders' equity 466.4
  
  
 473.4
  
  
 423.7
    
Total liabilities and shareholders' equity 4,897.0
  
  
 5,378.5
  
  
 4,673.5
    
Non-interest bearing funds net of non-interest-earning assets (free balance) 827.3
  
  
 860.3
  
  
 626.2
    
Net interest margin  
 98.0
 2.06 %  
 96.8
 1.86 %   97.0
 2.16 %
Net interest spread  
  
 1.99 %  
  
 1.78 %     2.05 %
Ratio of average interest earning asset/ interest bearing liabilities 121.1%  
  
 119.9%  
  
 116.2%    

(1) 
Yields are based on average historical costs and yields on securities held in income tax exempt jurisdictions are not computed on a tax-equivalent yield basis.
(2) 
Interest income and rates on loans include loan fees. Additionally, average non-accrual loans were included in the average loan balances used to determine the average yield on loans in all of the periods presented.

Analysis of Changes in Volume and Rate on Interest Income and Interest Expense
The following table presents the amount of changes in interest income and interest expense from December 31, 20152018 to December 31, 20162019 and from December 31, 20142017 to December 31, 2015,2018, due to changes in both average volume and average rate. Changes not solely due to volume or rate have been allocated to volume.
 2016 compared to 2015 2015 compared to 2014 2019 compared to 2018 2018 compared to 2017
(in millions of $) 
Increase/
(Decrease)
due to
Changes in
 
Net
Increase/
(Decrease)
 
Increase/
(Decrease)
due to
Changes in
 
Net
Increase/
(Decrease)
 
Increase/
(Decrease)
due to
Changes in
Net
Increase/
(Decrease)
 
Increase/
(Decrease)
due to
Changes in
Net
Increase/
(Decrease)
 Volume Rate  
 Volume Rate  
 Volume
Rate
 
 Volume
Rate
 
Interest income related to:  
  
  
  
  
  
  
 
 
  
 
 
Bermuda  
  
  
  
  
  
Cash due from banks — Interest bearing 0.81
 1.94
 2.75
 0.33
 (0.15) 0.18
 13.36
0.80
14.16
 (2.70)9.98
7.28
Securities purchased under agreement to resell 0.42
 
 0.42
 
 
 
 (0.99)0.32
(0.66) 0.05
0.52
0.57
Short-term investments 1.32
 0.01
 1.33
 0.01
 0.02
 0.03
 2.88
0.42
3.30
 (1.57)1.38
(0.19)
Held-for-trading 
 
 
 
 
 
Equity securities at fair value 


 


Available-for-sale 6.55
 (7.59) (1.04) 1.58
 (1.45) 0.13
 (14.23)5.98
(8.25) (13.45)17.08
3.64
Held-to-maturity 6.14
 (0.34) 5.80
 1.52
 (0.17) 1.35
 13.05
0.36
13.41
 16.75
2.44
19.19
Total investment in securities(1)
 12.69
 (7.93) 4.76
 3.10
 (1.62) 1.48
 (1.18)6.34
5.16
 3.30
19.53
22.83
Commercial 5.83
 1.52
 7.35
 0.30
 0.78
 1.08
Consumer 1.42
 (1.19) 0.23
 (2.68) (1.24) (3.92)
Commercial loans 5.09
(0.51)4.58
 5.33
10.25
15.58
Consumer loans 14.75
(3.80)10.96
 12.64
3.25
15.90
Total loans, net of allowance for credit losses(2)
 7.25
 0.33
 7.58
 (2.38) (0.46) (2.84) 19.84
(4.30)15.54
 17.97
13.51
31.47
Total interest-earning assets 22.49
 (5.65) 16.84
 1.06
 (2.21) (1.15) 33.91
3.58
37.49
 17.05
44.91
61.96
Interest expenses related to:  
  
  
  
  
  
    
Customer deposits (1.43) 2.52
 1.09
 0.13
 1.08
 1.20
 (8.38)(25.27)(33.65) 0.15
(6.63)(6.48)
Bank deposits (0.21) 0.01
 (0.20) 0.01
 (0.01) 
 (0.25)0.03
(0.22) 0.10
(0.31)(0.21)
Securities sold under agreement to repurchase (0.10) (0.01) (0.11) 0.08
 
 0.07
 0.02

0.02
 (0.03)
(0.03)
Long-term debt 
 0.37
 0.37
 0.01
 0.75
 0.78
 (0.55)(0.38)(0.93) (0.86)(1.14)(1.99)
Total interest bearing liabilities (1.74) 2.89
 1.15
 0.23
 1.82
 2.05
 (9.15)(25.63)(34.78) (0.63)(8.08)(8.71)
Change in net interest income 20.75
 (2.76) 17.99
 1.29
 (0.39) 0.90
 24.76
(22.05)2.71
 16.41
36.83
53.25
Non-Bermuda  
  
  
  
  
  
Cash due from banks — Interest bearing (0.42) 0.23
 (0.19) 0.66
 (0.96) (0.30)
Short-term investments (0.83) (0.23) (1.06) 1.20
 0.06
 1.26
Held-for-trading (2.77) (1.39) (4.16) (4.28) 1.09
 (3.18)
Available-for-sale 4.74
 (1.60) 3.14
 7.78
 (4.88) 2.90
Held-to-maturity 2.38
 1.48
 3.86
 0.54
 0.09
 0.63
Total investment in securities(1)
 4.35
 (1.51) 2.84
 4.05
 (3.70) 0.34
Commercial (2.01) 4.01
 2.00
 (9.99) 5.32
 (4.67)
Consumer (6.33) (1.74) (8.07) 7.37
 (5.37) 2.01
Total loans, net of allowance for credit losses(2)
 (8.34) 2.27
 (6.07) (2.62) (0.05) (2.66)
Interest rate swaps 
 
 
 
 
 
Total interest earning assets (5.24) 0.76
 (4.48) 3.29
 (4.65) (1.36)
Interest expenses related to:  
  
  
  
  
  
Customer deposits 0.64
 5.03
 5.67
 (1.33) 2.43
 1.10
Bank deposits (0.02) 0.07
 0.05
 0.11
 (0.03) 0.08
Total interest bearing liabilities 0.62
 5.10
 5.72
 (1.22) 2.40
 1.18
Change in net interest income (4.62) 5.86
 1.24
 2.07
 (2.25) (0.18)

(1) 
Yields are based on average historical costs and yields on securities held in income tax exempt jurisdictions are not computed on a tax-equivalent yield basis.
(2) 
Interest income and rates on loans include loan fees. Additionally, average non-accrual loans were included in the average loan balances used to determine the average yield on loans in all of the periods presented.

Investment Portfolio
The following table sets forth the composition of our debt and equity securities as ofat the dates indicated measured at amortized cost ofor fair value. See Note 5 "Investment in securities" to our audited consolidated financial statements as ofat and for the year ended December 31, 20162019 and 2015,2018, included elsewhere in this report for further discussion.
 
As of
December 31,
 
As at
December 31
(in millions of $) 2016 2015 2019 2018 2017
Trading  
  
US government and federal agencies 
 279.3
Non-US governments debt securities 
 7.5
Asset-backed securities — Student loans 
 28.3
Equity securities  
  
  
Mutual funds 6.3
 6.2
 7.4
 6.5
 6.8
Total trading 6.3
 321.3
Total equity securities 7.4
 6.5
 6.8
Available-for-sale  
  
  
  
  
US government and federal agencies 2,430.4
 1,404.5
 2,052.4
 1,786.5
 2,709.1
Non-US governments debt securities 27.0
 29.6
 25.7
 25.4
 26.2
Corporate debt securities 514.5
 506.1
 
 78.7
 243.4
Asset-backed securities — Student loans 12.5
 12.2
 12.9
 12.6
 12.5
Commercial mortgage-backed securities 150.5
 148.7
 
 123.2
 141.5
Residential mortgage-backed securities 197.8
 100.2
 129.3
 156.3
 184.7
Total available-for-sale 3,332.7
 2,201.3
 2,220.3
 2,182.7
 3,317.4
Held-to-maturity  
  
  
  
  
US government and federal agencies 1,061.1
 701.3
 2,208.7
 2,066.1
 1,382.0
Total held-to-maturity 1,061.1
 701.3
 2,208.7
 2,066.1
 1,382.0
Total investment in securities 4,400.2
 3,223.9
 4,436.4
 4,255.4
 4,706.2
The following table presents an analysis of remaining contractual maturities and weighted average yields for interest bearing securities as ofat December 31, 2016.2019. Yields on tax-exempt obligations have been computed on a tax-equivalent basis.
 Remaining term to maturity Remaining term to maturity  
(in millions of $) 
Within
1 year
 
1 to 5
years
 
5 to 10
years
 
Over 10
years
 
No specific
maturity
 
Within
1 year
 
1 to 5
years
 
5 to 10
years
 
Over 10
years
 
No specific
maturity
 Total
Trading  
  
  
  
  
Equity securities  
  
  
  
  
  
Mutual funds 
 
 
 
 6.3
 
 
 
 
 7.4
 7.4
Total trading 
 
 
 
 6.3
Total equity securities 
 
 
 
 7.4
 7.4
Available-for-sale  
  
  
  
  
  
  
  
  
  
  
US government and federal agencies 6.4
 87.3
 653.6
 1,683.2
 
 
 
 
 
 2,052.4
 2,052.4
Non-US governments debt securities 1.4
 4.0
 21.7
 
 
 
 22.4
 3.2
 
 
 25.6
Corporate debt securities 110.2
 404.3
 
 
 
Asset-backed securities — Student loans 
 
 
 12.5
 
 
 
 
 
 12.9
 12.9
Commercial mortgage-backed securities 
 38.4
 112.1
 
 
Residential mortgage-backed securities  
 
 
 197.8
 
 
 
 
 
 129.3
 129.3
Total available-for-sale 117.9
 533.9
 787.4
 1,893.5
 
 
 22.4
 3.2
 
 2,194.7
 2,220.3
Held-to-maturity  
  
  
  
    
  
  
  
    
US government and federal agencies 
 10.7
 31.2
 1,019.3
 
 
 
 
 
 2,208.7
 2,208.7
Total held-to-maturity 
 10.7
 31.2
 1,019.3
 
 
 
 
 
 2,208.7
 2,208.7
Total investment in securities 117.9
 544.6
 818.6
 2,912.7
 6.3
 
 22.4
 3.2
 
 4,410.7
 4,436.4
Weighted average yield(1)
 3.51
%2.36
%2.11
%2.10
%
 % 4.82% 7.23% % 3.06% 3.07%
___________
(1) 
Yields are based on average historical costs and yields on securities held in income tax exempt jurisdictions are not computed on a tax-equivalent yield basis.
As ofat December 31, 2016,2019, no investment other than securities of the US Government and US Government agencies exceeded 10% of shareholders' equity.



Loan Portfolio
Composition of the Loan Portfolio
The following table shows the composition of the Group's loan portfolio by type of loan and geographic location as of the dates indicated. See Note 6 "Loans" to our audited consolidated financial statements included elsewhere in this report for further discussion of our loan portfolio inclusive of the Bank's policies for placing loans on a non-accrual status.
 As of December 31, As at December 31
 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
  
 Non-  
 Non-  
 Non-  
 Non-  
 Non-
(in millions of $) Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda
Government 94.5
 17.9
 202.8
 22.4
 66.7
 46.8
 65.7
 15.0
 64.5
 4.1
 370.8
 105.7
 153.4
 112.4
 225.2
Commercial and industrial 130.2
 201.7
 121.5
 221.2
 137.1
 251.4
 129.9
 270.8
 121.9
 190.0
 535.7
 513.9
 371.0
 331.9
 342.7
Commercial overdrafts 22.6
 2.8
 35.0
 5.7
 48.1
 11.2
 57.8
 8.1
 59.0
 22.9
 28.5
 33.1
 21.5
 25.4
 40.7
Total commercial loans 247.3
 222.3
 359.2
 249.4
 251.9
 309.4
 253.4
 293.9
 245.5
 217.0
 935.0
 652.6
 545.9
 469.6
 608.6
Specific allowance for credit losses on commercial loans (0.6) 
 (0.6) 
 (0.4) (0.1) (0.2) (0.2) (0.2) (1.3) (4.9) (4.5) (2.9) (0.6) (0.6)
Total commercial loans after specific allowance for credit loss 246.7
 222.3
 358.6
 249.4
 251.5
 309.3
 253.2
 293.7
 245.3
 215.7
 930.1
 648.1
 543.0
 469.0
 608.0
Commercial mortgage 364.0
 217.6
 415.7
 249.6
 415.3
 281.7
 417.1
 332.5
 495.5
 281.5
 659.3
 497.0
 535.8
 581.6
 665.3
Construction 24.5
 4.4
 5.4
 8.2
 
 20.6
 
 13.5
 0.1
 2.1
 94.9
 78.7
 48.2
 28.9
 13.6
Total commercial real estate loans 388.5
 222.0
 421.1
 257.8
 415.3
 302.3
 417.1
 346.0
 495.6
 283.6
 754.2
 575.7
 584.1
 610.5
 678.9
Specific allowance for credit losses on commercial real estate loans (0.8) 
 (0.7) (2.2) (0.8) (1.1) (5.1) 
 (8.8) (4.7) (0.5) (0.6) (0.6) (0.8) (2.9)
Total commercial real estate loans after specific allowance for credit losses 387.7
 222.0
 420.4
 255.6
 414.5
 301.2
 412.0
 346.0
 486.8
 278.9
 753.8
 575.1
 583.5
 609.7
 676.0
Automobile financing 13.1
 6.9
 12.3
 7.6
 12.6
 7.7
 15.6
 6.7
 19.7
 6.1
 21.5
 20.2
 19.3
 20.0
 19.9
Credit card 57.7
 20.8
 59.1
 19.8
 58.5
 20.7
 60.8
 16.1
 58.5
 15.4
 87.7
 84.1
 79.0
 78.5
 78.9
Overdrafts 2.4
 3.2
 4.8
 8.2
 12.9
 8.2
 10.1
 6.3
 8.5
 3.9
 7.9
 12.9
 8.4
 5.6
 13.0
Other consumer 30.8
 63.2
 32.0
 84.1
 43.7
 113.9
 47.4
 118.0
 66.0
 94.8
 140.1
 63.5
 81.0
 94.0
 116.1
Total consumer loans 104.0
 94.1
 108.2
 119.7
 127.8
 150.5
 133.9
 147.1
 152.7
 120.2
 257.1
 180.6
 187.7
 198.1
 227.9
Specific allowance for credit losses on consumer loans (0.3) 
 (0.3) 
 (0.4) 
 (0.2) 
 (0.2) 
 (0.7) (0.3) (0.3) (0.3) (0.3)
Total consumer loans after specific allowance for credit losses 103.7
 94.1
 107.9
 119.6
 127.4
 150.5
 133.7
 147.1
 152.5
 120.2
 256.5
 180.4
 187.4
 197.8
 227.5
Residential mortgage loans 1,205.5
 1,131.1
 1,243.2
 1,290.8
 1,270.9
 1,238.6
 1,309.6
 1,239.9
 1,351.7
 1,145.7
 3,219.8
 2,660.0
 2,494.7
 2,336.6
 2,534.0
Specific allowance for credit losses on residential mortgage loans (9.6) (0.6) (13.4) (1.9) (14.8) (1.4) (13.2) (3.1) (7.7) (3.9) (11.6) (9.6) (9.9) (10.2) (15.3)
Total residential mortgage loans after specific allowance for credit losses 1,195.9
 1,130.5
 1,229.8
 1,288.9
 1,256.1
 1,237.2
 1,296.4
 1,236.9
 1,343.9
 1,141.8
 3,208.2
 2,650.4
 2,484.8
 2,326.4
 2,518.7
Total gross loans 1,945.2
 1,669.5
 2,131.8
 1,917.7
 2,065.8
 2,000.8
 2,114.1
 2,026.9
 2,245.4
 1,766.5
 5,166.2
 4,069.0
 3,812.3
 3,614.7
 4,049.5
Specific allowance for credit losses (11.2) (0.6) (15.0) (4.1) (16.2) (2.6) (18.7) (3.3) (16.8) (9.9) (17.7) (14.9) (13.7) (11.8) (19.1)
General allowance for credit losses (25.0) (7.6) (20.2) (10.0) (19.0) (9.7) (20.4) (10.3) (20.8) (8.4) (5.9) (10.2) (21.8) (32.6) (30.2)
Net loans 1,909.1
 1,661.4
 2,096.6
 1,903.5
 2,030.6
 1,988.6
 2,074.9
 2,013.3
 2,207.7
 1,748.2
 5,142.6
 4,043.9
 3,776.9
 3,570.5
 4,000.1


Maturity Profile of the Loan Portfolio
The following table presents certain items in our loan portfolio by contractual maturity as ofat December 31, 2016.2019.
 
As at December 31, 2016
Remaining term to average
contractual maturity
 
As at December 31, 2019
Remaining term to average
contractual maturity
(in millions of $) (audited) 
Within
1 year
 
1 to 5
years
 
Over 5
years
 Total 
Within
1 year
 
1 to 5
years
 
Over 5
years
 Total
Bermuda  
  
  
  
Commercial loans 74.4
 138.3
 34.6
 247.3
 243.6
 199.1
 492.3
 935.0
Commercial real estate 15.5
 216.9
 156.1
 388.5
 102.9
 210.8
 440.5
 754.2
Consumer loans 65.4
 27.1
 11.5
 104.0
 113.0
 61.5
 82.7
 257.2
Residential mortgages 38.0
 46.0
 1,121.5
 1,205.5
 275.8
 1,331.2
 1,612.8
 3,219.8
Total Bermuda 193.2
 428.3
 1,323.6
 1,945.1
Non-Bermuda  
  
  
  
Commercial loans 46.7
 153.2
 22.5
 222.3
Commercial real estate 34.1
 59.2
 128.8
 222.0
Consumer loans 44.3
 34.4
 15.4
 94.1
Residential mortgages 114.7
 462.0
 554.3
 1,131.0
Total Non-Bermuda 239.7
 708.8
 720.9
 1,669.5
Total 433.0
 1,137.2
 2,044.6
 3,614.7
 735.3
 1,802.6
 2,628.3
 5,166.2


The following table presents our loan portfolio by maturity and type of interest as ofat December 31, 2016.2019.
 
As at December 31, 2016
Remaining term to average
contractual maturity
 
As at December 31, 2019
Remaining term to average
contractual maturity
(in millions of $) (audited) 
Within
1 year
 
1 to 5
years
 
Over 5
years
 Total 
Within
1 year
 
1 to 5
years
 
Over 5
years
 Total
Loans with fixed interest rates 37.0
 57.2
 53.0
 147.2
 102.6
 207.2
 765.4
 1,075.2
Loans with floating or adjustable interest rates 396.0
 1,080.0
 1,991.5
 3,467.5
 632.7
 1,595.4
 1,862.9
 4,091.0
Total 433.0
 1,137.2
 2,044.6
 3,614.7
 735.3
 1,802.6
 2,628.3
 5,166.2


Loan and Lease Concentrations
As ofat December 31, 2016,2019 and 2018, we did not identify any concentration of loans and leases that exceeded 10% of total loans and leases. See Note 7 "Credit risk concentrations" to our audited consolidated financial statements as ofat and for the year ended December 31, 20162019 included elsewhere in this report for further discussion of how we manage concentration exposures.
Risk Elements
For details on our policy for placing loans on non-accrual status, see Note 2 "Significant accounting policies" to our audited consolidated financial statements as ofat and for the year ended December 31, 20162019 included elsewhere in this report.

The following table shows a five-year history of non-accrual loans, loans past due 90 days or more and other potential problem loans. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates" for our policies for determining non-performing and potential problem loans.
As of December 31,
2016 2015 2014 2013 2012
  Non‑   Non‑   Non‑   Non‑   Non‑ As at December 31
(in millions of $)Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda Bermuda 2019 2018 2017 2016 2015
Non-accrual loans                             
Commercial loans                             
Commercial and industrial0.6
 
 0.6
 
 0.6
 0.1
 0.3
 0.2
 1.5
 2.1
 7.6
 11.2
 7.5
 0.6
 0.6
Commercial overdrafts
 
 
 
 0.1
 0.1
 0.3
 0.2
 0.3
 
Total commercial loans0.6
 
 0.6
 
 0.7
 0.2
 0.6
 0.4
 1.8
 2.1
 7.6
 11.2
 7.5
 0.6
 0.6
Commercial real estate loans5.5
 0.5
 5.4
 4.9
 8.3
 4.0
 38.9
 2.3
 46.0
 9.1
 3.2
 4.1
 4.7
 6.0
 10.3
Consumer loans                             
Automobile financing0.3
 
 0.1
 
 0.1
 
 0.4
 0.1
 0.5
 
 0.2
 0.2
 0.2
 0.3
 0.1
Credit card
 
 
 
 
 
 0.1
 
 
 
Overdrafts
 
 
 
 
 
 0.2
 
 0.2
 
Other consumer0.6
 0.1
 0.9
 0.4
 1.6
 0.2
 1.7
 0.2
 1.7
 0.3
 1.1
 0.8
 0.5
 0.7
 1.3
Total consumer loans0.9
 0.1
 1.0
 0.4
 1.7
 0.2
 2.4
 0.3
 2.4
 0.4
 1.3
 1.0
 0.7
 1.0
 1.4
Residential mortgages34.0
 6.9
 40.4
 12.6
 45.0
 11.7
 47.1
 12.0
 37.3
 14.3
 38.3
 32.2
 30.9
 40.9
 53.0
Total non‑accrual loans40.9
 7.5
 47.4
 17.9
 55.7
 16.1
 89.0
 15.0
 87.5
 25.9
 50.4

48.5
 43.8
 48.5
 65.3
Accruing loans past due 90 days and more                             
Commercial loans                   
Commercial and industrial
 
 
 
 
 1.1
 
 
 
 
Commercial overdrafts
 
 
 
 
 
 0.1
 
 
 
Total commercial loans
 
 
 
 
 1.1
 0.1
 
 
 
Commercial real estate loans
 
 
 0.7
 
 0.8
 1.7
 
 
 0.4
 3.1
 
 
 
 0.7
Consumer loans                             
Automobile financing
 
 
 
 
 
 0.1
 
 
 0.1
Credit card0.4
 
 0.1
 
 0.2
 
 0.4
 
 0.6
 
 0.4
 0.1
 0.2
 0.4
 0.1
Overdrafts
 
 
 0.5
 
 
 
 
 
 
 
 
 
 
 0.5
Other consumer
 0.3
 0.1
 
 
 0.3
 
 0.3
 
 0.1
 
 
 
 0.3
 0.1
Total consumer loans0.4
 0.3
 0.2
 0.5
 0.2
 0.3
 0.5
 0.3
 0.6
 0.2
 0.4
 0.1
 0.2
 0.7
 0.7
Residential mortgages6.2
 2.3
 4.5
 8.2
 8.5
 14.9
 7.2
 2.7
 8.6
 18.6
 12.1
 6.5
 4.2
 8.5
 12.7
Total accruing loans past 90 days and more6.6
 2.6
 4.7
 9.4
 8.7
 17.1
 9.5
 3.0
 9.2
 19.2
 15.6
 6.6
 4.4
 9.2
 14.1
Loans modified in a troubled debt restructuring (TDR)(1)
                   
Loans modified in a troubled debt restructuring ("TDR")(1)
          
Commercial loans
 1.0
 
 1.1
 
 
 1.7
 0.1
 2.1
 
 0.9
 1.0
 1.0
 1.0
 1.1
Commercial real estate loans2.8
 0.5
 14.2
 0.4
 17.9
 8.0
 20.9
 8.1
 14.7
 8.2
 4.3
 4.5
 4.5
 3.3
 14.6
Consumer loans
 
 
 0.1
 
 0.1
 
 0.1
 
 
 
 
 
 
 0.1
Residential mortgages43.5
 3.0
 34.0
 1.6
 22.2
 1.2
 9.8
 1.7
 8.0
 2.9
 74.9
 74.7
 70.5
 46.5
 35.6
Total loans modified in a TDR46.2
 4.5
 48.2
 3.2
 40.1
 9.3
 32.4
 10.0
 24.8
 11.1
 80.1
 80.2
 76.0
 50.8
 51.4
________________
(1) 
Total recorded investment.

Impact of Impaired Loans on Interest Income
The following table presents the gross interest income for both nonaccrualnon-accrual and TDRs that would have been recognized if such loans had been current in accordance with their original contractual terms, and had been outstanding throughout the period or since origination if held for only part of the period. The table also presents the interest income related to these loans that was actually recognized for the year.
(in millions of $) 
Year-ended
December 31, 20162019
Total
Gross amount of interest income that would have been recorded in accordance with original contractual terms, and had been outstanding throughout the year or since origination, if held for only part of the year(1)
 2.77.7

Interest income actually recognized (in negative) 2.5(5.0
)
Total interest income forgone 0.22.7

________________
(1) 
Based on the contractual rate that was being charged at the time the loan was restructured or placed on non-accrual status.
Potential Problem Loans
This disclosure presents outstanding amounts as well as specific reserves for certain loans and leases where information about possible credit problems of borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present repayment terms. At December 31, 2016,2019, we did not identify any potential problem loans or leases within the portfolio that were not already included in "Risk Elements" above.
Cross BorderCross-Border Outstandings
The following table presents the aggregate amount of cross-border outstandings from borrowers or counterparties for each foreign country that exceeds 0.75% of consolidated assets for any of the periods reported below. Cross-border outstandings include loans, receivables, interest bearing deposits with other banks, other interest bearing investments and monetary assets that are denominated in either dollars or other non-local currency.
The table separately presents the amounts of cross-border outstandings by type of borrower including governments, banks and financial institutions and other, along with an analysis of local country assets net of local country liabilities.
(in millions of $)For the year ended December 31, 2019
Country of counterparty
United
Kingdom
 
United
States
 Canada Guernsey
United
Kingdom
 
United
States
 Canada St. Lucia Australia
(in millions of $)
For the year ended
December 31, 2016
Governments and official institutions580.1
 398.1
 271.5
 
1,091.0
 385.9
 77.0
 
 
Banks and other financial institutions563.4
 846.4
 246.9
 
642.7
 371.0
 505.1
 
 171.0
Commercial and industrial49.5
 148.8
 
 
441.4
 162.3
 
 29.6
 
Residential312.0
 3,859.7
 
 
636.7
 4,395.0
 
 
  
Total cross border outstandings1,505.0
 5,253.0
 518.4
 
2,811.8
 5,314.2
 582.1
 29.6
 171.0
Net local country claims102.0
 
 
 
13.5
 
 
 
 
Cross‑border commitments
 
 
 
12.9
 
 
 
 
Total exposure1,607.0
 5,253.0
 518.4
 
2,838.2
 5,314.2
 582.1
 29.6
 171.0
(in millions of $)For the year ended December 31, 2018
Country of counterparty
United
Kingdom
 
United
States
 Canada Guernsey
United
Kingdom
 
United
States
 Canada St. Lucia Australia
(in millions of $)
For the year ended
December 31, 2015
Governments and official institutions169.1
 843.9
 
 
51.0
 99.3
 146.6
 
 
Banks and other financial institutions623.8
 810.2
 368.8
 
657.2
 405.5
 314.3
 
 145.7
Commercial and industrial3.9
 45.8
 
 
317.0
 174.6
 
 90.5
 
Residential101.2
 2,674.8
 
 
469.4
 3,973.9
 
 
 
Total cross‑border outstandings898.0
 4,374.7
 368.8
 
Total cross border outstandings1,494.6
 4,653.3
 460.9
 90.5
 145.7
Net local country claims183.0
 
 
 433.4
18.8
 
 
 
 
Cross‑border commitments
 
 
 
36.9
 
 
 
 
Total exposure1,081.0
 4,374.7
 368.8
 433.4
1,550.3
 4,653.3
 460.9
 90.5
 145.7

(in millions of $)For the year ended December 31, 2017
Country of counterparty
United
Kingdom
 
United
States
 
Canada(1)
 Guernsey
United
Kingdom
 
United
States
 Canada St. Lucia Australia
(in millions of $)
For the year ended
December 31, 2014
Governments and official institutions46.7
 174.9
 
 
159.7
 249.1
 115.5
 
 
Banks and other financial institutions905.9
 1,075.4
 
 
602.6
 444.7
 272.7
 
 113.9
Commercial and industrial4.1
 39.0
 
 
208.3
 349.9
 
 120.1
 
Residential94.6
 2,491.5
 
 
355.7
 4,183.5
 
 
 
Total cross‑border outstandings1,051.4
 3,780.8
 
 
Total cross border outstandings1,326.3
 5,227.2
 388.2
 120.1
 113.9
Net local country claims216.5
 
 
 528.4
16.2
 
 
 
 
Cross‑border commitments
 
 
 
52.7
 
 
 
 
Total exposure1,267.9
 3,780.8
 
 528.4
1,395.2
 5,227.2
 388.2
 120.1
 113.9
____________________________
There were no countries listed above which were experiencing liquidity problems as of any of the period-end dates listed.

(1)    For the year ended December 31, 2014, there were no cross border outstanding exposures to Canada in excess of 1% of total assets.
Loan Concentration
As ofat December 31, 2016,2019, there were no individual loans for which their net carrying value was greater than 10% of the total loans outstanding.
Summary of Loan Loss Experience
The following table presents our loan loss experience for the years indicated.
 For the year ended December 31, For the year ended December 31
(in millions of $) 2016 2015 2014 2013 2012  2019 2018 2017 2016 2015
Balance at the beginning of the year 49.3
 47.5
 52.8
 56.0
 55.5
 
Bermuda  
  
  
  
  
 
Charge-offs  
  
  
  
  
 
Commercial loans (0.1) (0.2) 
 
 (1.3) 
Commercial real estate (2.8) (0.2) (6.6) (10.3) (2.3) 
Consumer loans (1.7) (3.3) (2.0) (2.2) (4.5) 
Residential mortgages (2.9) (1.6) (3.7) (1.7) (0.8) 
Recoveries  
  
  
  
  
 
Commercial loans 0.1
 
 
 
 
 
Commercial real estate 
 0.2
 
 
 
 
Consumer loans 1.1
 0.3
 1.9
 3.0
 2.9
 
Residential mortgages 
 1.1
 
 
 
 
Non-Bermuda  
  
  
  
  
 
Allowance, balance at the beginning of the year 25.1
 35.4
 44.2
 49.3
 47.5
          
Charge-offs  
  
  
  
  
           
Commercial loans 
 (0.3) (0.8) (1.7) (0.1)  (0.4) (0.2) (0.2) (0.1) (0.5)
Commercial real estate (1.7) (0.1) 
 (5.3) (4.4)  
 
 (0.8) (4.5) (0.3)
Consumer loans (0.2) (0.4) 0.1
 (0.5) (0.2)  (2.2) (0.9) (1.0) (1.9) (3.7)
Residential mortgages (1.0) (0.4) (2.5) (2.0) (4.1)  (0.4) (2.9) (2.4) (3.9) (2.0)
Recoveries  
  
  
  
  
           
Commercial loans 
 0.2
 0.1
 2.7
 0.5
  
 
 0.1
 0.1
 0.2
Commercial real estate 
 0.6
 
 
 
  
 
 
 
 0.8
Consumer loans 0.2
 0.1
 
 0.1
 0.1
  1.2
 0.7
 0.7
 1.3
 0.4
Residential mortgages 0.1
 0.3
 0.3
 
 0.3
  0.4
 0.2
 0.5
 0.1
 1.4
Charge-offs, net of recoveries (9.0) (3.7) (13.2) (17.9) (13.9)  (1.4) (3.2) (3.1) (9.0) (3.7)
Additional charge to operations 3.9
 5.5
 7.9
 14.7
 14.4
  (0.1) (7.1) (5.7) 3.9
 5.5
Balance at the end of the year 44.2
 49.3
 47.5
 52.8
 56.0
 
Allowance, balance at the end of the year 23.6
 25.1
 35.4
 44.2
 49.3
Average loans 3,921.1
 4,026.7
 4,075.0
 4,022.9
 4,022.6
  4,369.5
 3,995.8
 3,665.8
 3,921.1
 4,026.7
Ratio of net charge-offs during the period to average loans outstanding during the year (0.23)%(0.09)%(0.32)%(0.44)%(0.35)% (0.03)% (0.08)% (0.08)% (0.23)% (0.09)%
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" located elsewhere in this report for further details on additional charges to operations.
The following table presents allocation of allowances for credit losses for the periods indicated.
 For the year ended December 31, For the year ended December 31
 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
(in millions of $) $ 
%(1)
 $ 
%(1)
 $ 
%(1)
 $ 
%(1)
 $ 
%(1)
 $
%(1)
 $
%(1)
 $
%(1)
 $
%(1)
 $
%(1)
Balance at the end of the year  
  
  
  
  
  
  
  
      
 
  
 
  
 
  
 
  
 
Bermuda  
  
  
  
  
  
  
  
    
Commercial loans 1.7
 0.7
 4.3
 1.2
 3.1
 1.2
 3.3
 1.3
 2.8
 1.1
Commercial real estate 13.2
 3.4
 3.7
 0.9
 4.2
 1.0
 9.2
 2.2
 12.7
 2.6
Consumer loans 0.7
 0.7
 1.3
 1.2
 1.4
 1.1
 1.8
 1.4
 3.8
 2.5
Residential mortgages 20.5
 1.7
 25.9
 2.1
 26.5
 2.1
 24.9
 1.9
 18.3
 1.4
Non-Bermuda      
  
  
  
  
  
  
  
Commercial loans 1.7
 0.8
 4.4
 1.8
 4.7
 1.5
 5.0
 1.7
 3.8
 1.8
 7.3
0.8
 6.9
1.0
 3.3
0.6
 3.4
0.8
 8.7
1.5
Commercial real estate 3.0
 1.3
 2.8
 1.1
 1.7
 0.6
 0.7
 0.2
 5.7
 2.0
 1.5
0.2
 4.1
0.9
 10.6
2.0
 16.2
3.0
 6.5
1.0
Consumer loans 0.3
 0.3
 1.5
 1.2
 1.4
 0.9
 1.6
 1.1
 1.0
 0.8
 1.5
0.6
 0.8
0.6
 0.9
0.5
 1.0
0.6
 2.8
1.2
Residential mortgages 3.2
 0.3
 5.4
 0.4
 4.5
 0.4
 6.3
 0.5
 7.9
 0.7
 13.3
0.4
 13.3
0.8
 20.7
1.3
 23.7
1.5
 31.3
1.8
Total 44.2
 1.2
 49.3
 1.6
 47.5
 1.6
 52.8
 1.7
 56.0
 1.7
 23.6
0.5% 25.1
0.6
 35.5
0.9
 44.3
1.2
 49.3
1.6

(1) 
Percent of loans in each category to total loans.

Deposits
The following table presents our interest bearing customer deposits for the years indicated.
  For the year ended December 31,
  2016 2015 2014
(in millions of $, unless otherwise indicated) 
Average
balance
 
Average
rate
 Average
balance
 Average
rate
 Average
balance
 Average
rate
Interest bearing deposits            
Bermuda            
Demand 2,881.0
 0.05% 2,130.6
 0.12% 1,905.6
 0.14%
Term 903.9
 0.45% 690.2
 0.61% 969.7
 0.54%
Total Bermuda(1)
 3,784.9
   2,820.8
   2,875.3
  
Non‑Bermuda            
Demand 3,205.6
 0.08% 3,479.7
 0.15% 3,052.6
 0.19%
Term 685.1
 0.50% 838.5
 0.75% 775.6
 0.88%
Total Non‑Bermuda 3,890.7
   4,318.2
   3,828.2
  
Total interest bearing deposits 7,675.6
   7,139.0
   6,703.4
  
Non‑interest bearing demand deposits            
Bermuda(1)
 1,486.1
   1,192.5
   883.1
  
Non‑Bermuda 556.5
   528.2
   327.9
  
Total non‑interest bearing deposits 2,042.6
   1,720.7
   1,211.0
  
___________________________
(1)
The aggregate amount of deposits by foreign depositors in Bermuda was approximately $1,028.2 million, $688.9  million, and $668.2 million as of December 31, 2016, 2015 and 2014 respectively.

  For the year ended December 31
  2019 2018 2017
(in millions of $, unless otherwise indicated) 
Average
balance
Average
rate
 Average
balance
Average
rate
 Average
balance
Average
rate
Interest bearing deposits         
Demand 6,197.3
0.19% 5,587.4
0.02% 5,697.0
0.03%
Term 2,625.1
1.46% 1,765.4
0.87% 1,722.6
0.49%
Total interest bearing deposits 8,822.4
  7,352.8
  7,419.6
 

Term Deposits of $100,000 or More
The following table presents the amount of term deposits of $100,000 or more by time remaining until maturity as of at December 31, 2016:2019:
Remaining term to maturityRemaining term to maturity
(in millions of $)
3 months
or less
 3 to 6 months 6 to 12 months 
Over
12 months
 Total
3 months
or less
 3 to 6 months 6 to 12 months 
Over
12 months
 Total
Bermuda         
Customer1,013.2
 37.5
 61.0
 44.5
 1,156.2
2,398.8
 224.4
 290.9
 61.7
 2,975.9
Bank
 
 
 
 
3.8
 0.5
 0.1
 
 4.4
Total Bermuda1,013.2
 37.5
 61.0
 44.5
 1,156.2
Non‑Bermuda         
Customer440.7
 119.5
 17.6
 9.5
 587.3
Bank3.7
 0.1
 
 
 3.8
Total Non‑Bermuda444.4
 119.6
 17.6
 9.5
 591.1
Total Term Deposits of $100,000 or More1,457.6
 157.1
 78.6
 54.0
 1,747.3
2,402.6
 224.9
 291.0
 61.7
 2,980.3


Return on Equity and Assets
The following table presents our return on equity and assets for the years indicated.
 For the year ended December 31,   For the year ended December 31
 2016 2015 2014 2019 2018 2017
Return on assets(1)
 1.1% 0.8% 1.2% 1.4% 1.8% 1.4%
Return on equity(2)
 8.9% 10.1% 13.7% 19.1% 23.1% 19.9%
Dividend payout ratio(3)
 33.9% 40.8% 30.4% 52.9% 42.8% 46.4%
Equity to assets ratio(4)
 7.6% 8.3% 9.2% 8.0% 8.1% 6.8%

______________________________
(1) 
Net income divided by average total assets.
(2) 
Net income divided by average equity.
(3) 
Dividends declared per share divided by net income per share. Figures reflect a ten-to-one reverse share split of common shares that the Bank effected on September 6, 2016.
(4) 
Average equity divided by average total assets.


Short-Term Borrowings
There were no short-term borrowings in excess of 30% of shareholders' equity as ofat December 31, 20162019 and 2015.2018.









74



RISK MANAGEMENT
Risk Oversight and Management
General
The principal types of risk inherent in our business are market, liquidity, credit and operational risks.
Organizational structure
The Board has overall responsibility for determining the strategy for risk management, setting the Bank's risk appetite and ensuring that risk is monitored and controlled effectively. It accomplishes its mandate through the activities of two dedicated committees:
The Risk Policy and Compliance Committee ("RPCRPCC"):    This committee of the Board assists the Board in fulfilling its responsibilities by overseeing the Group's risk profile and its performance against approved risk appetites and tolerance thresholds. Specifically, the committee considers the sufficiency of the Group's policies, procedures and limits related to the identification, measurement, monitoring and control of activities that give rise to credit, market, liquidity, interest rate, operational, regulatory, compliance and reputational risks, as well as overseeing its compliance with laws, regulations and codes of conduct.
The Audit Committee:    This committee reviews the overall adequacy and effectiveness of the Group's system of internal controls and the control environment, including in respect of the risk management process. It reviews recommendations arising from internal and independent audit review activities and management's response to any findings raised.
Both the RPCRPCC and Audit CommitteesCommittee are supported in the execution of their respective mandates by the dedicated Audit, Compliance and Risk Policy Committees for our UK, Guernsey, Jersey, Cayman Islands and CaribbeanThe Bahamas operations, which oversee the sufficiency of local risk management policies and procedures and the effectiveness of the system of internal controls that are in place. These committees are chaired by non-executive directors drawn from the boardboards of directors for each segment.jurisdiction.
The Group executive management team is led by the Chief Executive Officer ("CEO")Chairman and CEO and includes the members of executive management reporting directly to the Chairman and CEO. The executive management team is responsible for setting business strategy and for monitoring, evaluating and managing risks across the Group. It is supported by the following management committees:
The Group Risk Committee ("GRC"):    This committee comprises executive and senior management team members and is chaired by the Group Chief Risk Officer. It provides a forum for the strategic assessment of risks assumed across the Group as a whole based on an integrated view of credit, market, liquidity, legal, regulatory and regulatoryfinancial crime compliance, operational, interest rate,cybersecurity, insurance, pension, investment, capital and reputational risks, ensuring that these exposures are consistent with the risk appetites and tolerance thresholds promulgated by the Board. It is responsible (i) for reviewing, evaluating and recommending the Group's Risk Appetite Framework, the results of the Capital Assessment and Risk Profile ("CARP") processand recovery and resolution planning processes (including all associated stress testing performed) and the Group's key risk policies to the Board for approval,approval; (ii) for reviewing and evaluating current and proposed business strategies in the context of our risk appetitesappetites; and (iii ) for identifying, reviewing and advising on current and emerging risk issues and associated mitigation plans.
The Group Asset and Liability Committee ("GALCO"):    This committee comprises executive and senior management team members and is chaired by the Chief Financial Officer.Group CFO. The committee is responsible for liquidity, interest rate and exchange rate risk management and other balance sheet issues. It also oversees key policies and the execution of the Group's investment and capital management strategies and monitors the associated risks assumed. It is supported in the execution of its mandate by the work undertaken by the dedicated Asset & Liability Committees in each of the Bank's jurisdictional business units.
The Group Credit Committee ("GCC"):    This committee comprises executive and senior management and is chaired by the Group Chief Risk Officer. The committee is responsible for a broad range of activities relating to the monitoring, evaluation and management of credit risks assumed across the Group at both transaction and portfolio levels. It is supported in the execution of its mandate by the Financial Institutions Committee ("FIC"), a dedicated sub-committee that is responsible for the evaluation and approval of recommended inter-bank and counterparty exposures assumed in the Group's treasury and investment portfolios, and by the activities of the Europeanjurisdictional Credit Committee,Committees, which reviewsreview and approvesapprove transactions within delegated authorities and recommends specific transactions outside of these limits to the GCC for approval.
The Provisions and Impairments Committee:    This committee comprises executive and senior management team members and is chaired by the Group Chief Risk Officer. The committee is responsible for approving significant provisions and other impairment charges. It also oversees the overall credit risk profile of the Group in regards to non-accrual loans and assets. It is supported in the execution of its mandate by local credit committees and the GCC, which make recommendations to this committee.
The Policy Development Committee:    This committee comprises senior management team members across the Group and is chaired by the Group Head of Operational Risk. The committee is responsible for overseeing the design, development and maintenance of the Group's framework of operational policies. It develops recommendations regarding policy requirements, engages with nominated members of executive management to ensure that policies are drafted or updated on a timely basis and provides a forum through which they are debated Group-wide prior to their adoption, thereby ensuring a consistency of application and interpretation. It also ensures that all policies and policy exception requests are reviewed and recommended prior to presentation to the GRC and if necessary, the RPC for approval.
Risk Management
We manage our exposure to risk through a three "lines of defense" model.
The first "line of defense" is provided by our jurisdictional business units, which retain ultimate responsibility for the risks they assume and for bearing the cost of riskrisks associated with these exposures.
The second "line of defense" is provided by our Risk Management group,and Compliance groups, which workswork in collaboration with our business units to identify, assess, mitigate and monitor the risks associated with our business activities and strategies. It doesThey do this by:
Makingmaking recommendations to the GRC regarding the constitution of the Risk Appetite Framework;
Settingsetting risk strategies that are designed to manage risk exposures assumed in the course of pursuing our business strategies and aligning them with agreed appetites;
Establishingestablishing and communicating policies, procedures and limits to control risks in alignment with these risk strategies;
Measuring,measuring, monitoring and reporting on risk levels;
Opiningopining on specific transactions that fall outside delegated risk limits; and
Identifyingidentifying and assessing emerging risks.

The four functions within the Risk Management groupand Compliance groups that support our risk management activities are outlined below. To ensure a formal separation of duties, each reports directly to our Chief Risk Officer.

Group Market Risk — This unit provides independent oversight of the measurement, monitoring and control of liquidity and funding risks, interest rate and foreign exchange risks as well as the market risks associated with our investment portfolios. It also monitors compliance with both regulatory requirements and our internal policies and procedures relating to the management of these risks.
Group Credit Risk Management — This unit is responsible for the adjudication and oversight of credit risks associated with our retail and commercial lending activities and the management of risks associated with our investment portfolios and counterparty exposures. It also establishes the parameters and delegated limits within which credit risks may be assumed and promulgates guidelines on how exposures should be managed and monitored.
Group Compliance — This unit provides independent analysis and assurance of our compliance with applicable laws, regulations, codes of conduct and recommended best practices, including those associated with the prevention of money laundering and terrorist financing. It is also responsible for assessing our potential exposure to upstream risks and for providing guidance on the preparations that should be made in advance of these changes coming into effect.
Group Operational Risk — This unit assesses the effectiveness of our procedures and internal controls in managing our exposure to various forms of operational risk, including those associated with new business activities and processes and the deployment of new technologies. It also oversees our incident management processes and reviews the effectiveness of our loss data collection activities.
Group Compliance — This unit provides independent analysis and assurance of our compliance with applicable laws, regulations, codes of conduct and recommended best practices, including those associated with the prevention of financial crime, including money laundering and terrorist financing. It is also responsible for assessing our potential exposure to upstream risks and for providing guidance on the preparations that should be made in advance of these changes coming into effect. The Group Head of Compliance reports directly to the Chairman and CEO.
The third "line of defense" is provided by our Group Internal Audit function, which performs oversight and ongoing review, and challenges the effectiveness of the internal controls that are executed by both the business, Risk Management and Risk Management.Compliance. The Group Head of Internal Audit has a dual reporting line to both the Chair of the Audit Committee and the Chairman and CEO.
Regulatory Review Process
Our banking, trust and investment business activities in Bermuda are monitored by the BMA.BMA as the lead regulator. One of the principal objectives of the BMA is to supervise, regulate and inspect BermudianBermuda-based financial institutions to ensure their financial stability and soundness.
In addition to conducting on-site reviews, the BMA utilizes a comprehensive quarterly statistical return system that enables off-site monitoring. The statistical system is consistent with Basel Committee Standards, which provides the BMA with a detailed breakdown of a bank's balance sheet and profit-and-loss accounts on both a consolidated and unconsolidated basis. This information enables the BMA to monitor the soundness of a bank's financial position and ensure that it meets certain capital requirements. For more information, see "Supervision and Regulation — Bermuda — Supervision and Monitoring by the BMA".
Each of our regulated entities is separately monitored by the local regulatory authority in that jurisdiction to ensure their financial stability and soundness.
The Risk Appetite Framework
The Risk Appetite Framework is the cornerstone of our approach to risk management. Developed by executive management and approved formally by the Board, it communicates a willingness to takeoutlines the appropriateness of taking on certain risks in the pursuit of our strategic objectives and defines those that should be avoided. It also provides management with a clear mandate regarding the amount and type of risk that it may accept and establishes minimum expectations regarding the practices and behaviors that should be brought to bear in managing the exposures assumed. It is aligned with the interests of our stakeholders, feeds into our business planning processes, and shapes our discussions on risk matters generally.
Our framework comprises the following elements:
(1)     Nine broadBroad categories of risk: outsourcing; credit; market; liquidity; legalregulatory compliance; financial crime compliance; fiduciary; governance; operational; people; cyber and regulatory; governance; processinformation security; technology; investment; tax reporting; strategy; financial reporting; correspondent banking; reputational and technology; people; country and political; and reputational.change. These represent the various risks that the Group assumes across the entirety of its operations in the pursuit of its strategic goals.
(2)    For each risk category, there is aA declared risk appetite. To ensure consistency in our risk conversations, these have been distilled into the three options set out in the following table, with each appetite designed to convey a clear strategic direction in terms of the risk/reward profile assumed:
Appetite Definition Profile
AverseConservative TheAreas in which the Group avoids risk, or acts to minimize or eliminate the likelihood that the risk will work to avoid exposure to this risk given itsoccur, because we have determined the potential for financial loss, reputational damage, and/or the loss of customer and/or investor confidence.downside costs are intolerable; we must maintain a very strong control environment Our processes and controls are defensive and focus on detection and prevention.
CautiousBalanced GivenAreas in which the Group must constantly strike a balance between the potential for financial loss, reputational damage,upside benefits and the losspotential downside costs of customer and/or investor confidence, the Group will be very selective in the exposures assumed to this risk and will monitor it closely.a given decision Security is favored over reward. Exposures are only assumed when the risk can be quantified accurately and is assessed as being acceptable.
OpenTolerant TheAreas in which the Group will consider opportunities to accept this risk and will accept those that fall within clearly defined parameters. The risk of loss or reputational damage is accepted buthas a preference for disciplined risk-taking because we have determined the exposure can be estimated reliably and can be managed to a tolerable level.potential upside benefits outweigh the potential costs Reward is commensurate with the risk assumed. Exposures can be estimated reliably and structures, systems and processes are in place to manage them.
(3)     A statement of our governing principles relating to each risk category. This establishes the characteristics of the risks that the Bank is willing to assume and the management behaviors that we should exhibit when doing so.
Specific performance measures and tolerance thresholds in respect of each risk category, combining quantitative and qualitative targets (which are designed to reflect both forward lookingforward-looking as well as historical perspectives), are designed to provide executive management and the Board with an indication of the "direction" of our exposure relative to our declared risk appetite and an early warning of material adverse developments requiring remedial action. The measures are monitored independently by the Group Risk function and are measured against actual results. The results of these analyses are reported to management at all levels of the organization and are reviewed regularly by Group Risk, executive management, and the Board in the performance of their oversight activities.

Application of the Risk Appetite Framework
The limits, targets and thresholds used to measure performance continue to be refined by the Group Risk Management function in an effort to express as complete a "picture" as possible of our exposure to a given risk, relative to the stated appetite. All changes proposed pass through a formal review and approval process at both the executive management and Board levels prior to their adoption. Through this approach, the risk appetite framework sets the tone for our risk culture across the Group as a whole, influencing behaviors at all levels of the organization and reinforcing accountability for decisions taken. Many of our jurisdictional offices have developed subsidiary risk appetite frameworks in conjunction with their local risk management functions. This ensures appropriate coverage of local risk factors and the establishment of proportional tolerance thresholds. Group riskRisk has reviewed these frameworks prior to their adoption and has modified any appetites proposed that are considered to be inconsistent with the overall Group approach.
Market Risks
Interest Rate Risk Management
Our primary market risk is interest rate risk, which is defined as the risk of loss of net interest income or changes in net interest margin because of changes in interest rates.
We seek to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when our assets, liabilities and off-balance sheet contracts each respond differently to changes in interest rates, including as a result of explicit and implicit provisions in agreements related to such assets and liabilities and in off-balance sheet contracts that alter the applicable interest rate and cash flow characteristics as interest rates change. The two primary examples of such provisions that we are exposed to are the duration and rate sensitivity associated with indeterminate-maturity deposits (e.g., non-interestinterest bearing checkingcall accounts) and the rate of prepayment associated with fixed-rate lending and mortgage-backed securities. Interest rates may also affect loan demand, credit losses, mortgage origination volume and other items affecting earnings.
Our management of interest rate risk is overseen by the RPC,RPCC, which outlines reporting and measurement requirements. In particular, this infrastructure sets limits and management targets, calculated for various metrics, including our economic value sensitivity, our economic value of equity and net interest income simulations involving parallel shifts in interest rate curves, steepening and flattening yield curves, and various prepayment and deposit duration assumptions. Our risk managementRisk Management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis, non-interest bearing and interest bearing demand deposit durations based on historical analysis, and the targeted investment term of capital.
The principal objective of our interest rate risk management is to maximize profit potential while minimizing exposure to changes in interest rates. Our actions in this regard are taken under the guidance of GALCO. The committee is actively involved in formulating the economic assumptions that we use in our financial planning and budgeting processes and establishes policies which control and monitor the sources, uses and pricing of funds. From time to time, we utilize hedging techniques to reduce interest rate risk. GALCO uses interest income simulation and economic value of equity analysis to measure inherent risk in our balance sheet at specific points in time.
Appetite for interest rate risk is documented in the Group's policies on market risk and investments. This includes the completion of stress testing on at least a quarterly basis of the impact of an immediate and sustained shift in interest rates of +/– 200 basis points on net interest income, economic value of equity and the ratio of tangible total equity to average assets. If any of the parameters established by policy are exceeded, GALCO will provide a plan to executive management to bring the exposure back within tolerance under advice to the Board. The plan does not have to bring the exposure back within limit immediately, but must adjust the exposure within Board and management approved timeframes.
We also use derivatives in the asset and liability management of positions to minimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. Our derivative contracts principally involve over-the-counter transactions that are privately negotiated between the Group and the counterparty to the contract. Derivative instruments that are used as part of our interest rate risk management strategy include interest rate swaps. Interest rate swaps generally involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date.
Interest Rate Risk
The following table sets out the assets, liabilities and shareholders' equity and off-balance sheet instruments on the date of the earlier of contractual maturity, expected maturity and repricing date. Use of these tables to derive information about our interest rate risk position is limited by the fact that customers may choose to terminate their financial instruments at a date earlier than the contractual maturity or repricing date. Examples of this include fixed-rate mortgages, which are shown at contractual maturity but which may pre-pay earlier, and certain term deposits, which are shown at contractual maturity but which may be withdrawn before their contractual maturity subject to prepayment penalties. Investments are shown based on remaining contractual maturities. The remaining contractual principal maturities for mortgage-backed securities (primarily US Government agencies) do not consider prepayments. Remaining expected maturities differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature.

 Earlier of contractual maturity or repricing date
December 31, 2015
(in millions of $)
 
Within
3 months
 
3 to 6
months
 
6 to 12
months
 
1 to 5
years
 
After
5 years
 
Non-interest
bearing
 Total
December 31, 2019 Earlier of contractual maturity or repricing date 
(in $ millions) 
Within
3 months
3 to 6
months
6 to 12
months
1 to 5
years
After
5 years
Non-interest
bearing
Total
Total fair value(1)
Assets  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
Cash and deposits with banks 1,991
 
 
 
 
 111
 2,102
 2,462




88
2,550
2,550
Securities purchased under agreement to resell 149
 
 
 
 
 
 149
 142





142
142
Short-term investments 135
 385
 
 
 
 
 520
 622
591
3


2
1,218
1,218
Investments(2) 1,343
 15
 81
 704
 2,251
 6
 4,400
 415
23
11
102
3,878
7
4,436
4,484
Loans(3) 3,339
 53
 57
 81
 38
 2
 3,570
 4,025
16
148
292
648
14
5,143
5,161
Other assets 
 
 
 
 
 363
 363
 




433
433
433
Total assets 6,957
 453
 138
 785
 2,289
 482
 11,104
 7,666
630
162
394
4,526
544
13,922
13,988
Liabilities and shareholders' equity  
  
  
  
  
  
  
  
 
 
 
 
 
 
 
Demand deposits 5,828
 
 
 
 
 2,385
 8,213
 7,151




2,239
9,390
9,390
Term deposits(4) 1,492
 166
 92
 71
 
 
 1,821
 2,435
234
305
78


3,052
3,050
Other liabilities 
 
 
 
 
 242
 242
 




373
373
373
Subordinated capital(4) 92
 
 
 25
 
 
 117
 70


73


143
148
Shareholders' equity 
 
 
 
 
 711
 711
 




964
964
1,027
Total liabilities and shareholders' equity 7,412
 166
 92
 96
 
 3,338
 11,104
 9,656
234
305
151

3,576
13,922
13,988
Interest rate sensitivity gap (455) 287
 46
 689
 2,289
 (2,856) 
 (1,990)396
(143)243
4,526
(3,032)
 
Cumulative interest rate sensitivity gap (455) (168) (122) 567
 2,856
 
 
 (1,990)(1,594)(1,737)(1,494)3,032


 
____________________________
(1)
See "Critical Accounting Policies and Estimates - Fair Values" and "Note 18: Fair value measurements" of the audited consolidated financial statements for further detail on the determination of fair value.
(2)
Investments include (i) HTM, which are carried at their amortized cost on the consolidated balance sheet, and (ii) equity securities and AFS investments, each of which are carried at fair value on the consolidated balance sheet. The fair value columns presents all classifications at their fair value.
(3)
Loans are carried on the consolidated balance sheet as the principal amount outstanding, net of allowance for credit losses, unearned income, fair value adjustments arising from hedge accounting and net deferred loan fees.
(4)
Term deposits and subordinated capital are carried on the consolidated balance sheet as the principal outstanding.
Asset/Liability Management and Interest Rate Risk
The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital.
As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest earning assets and interest bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.
We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may elect to do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. Our exposure to holdings categorized as "trading positions" falls below the de minimis threshold established of 5% (ratio of total trading book open position compared to the sum of on and off-balance sheet assets that are not part of the trading book).
We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the fair value of liabilities. The economic value of equity is a longer-term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analysis on net interest income. The following table summarizes simulated change in net interest income versus unchanged rates as ofat December 31, 20162019 and December 31, 2015:2018:

 For the year ended For the year ended
 December 31, 2016 December 31, 2015 December 31, 2019 December 31, 2018
 
Following
12 Months
 Months 13 - 24 
Following
12 Months
 Months 13 - 24 
Following
12 Months
 Months 13 - 24 
Following
12 Months
 Months 13 - 24
+300 basis points 17.70 % 25.00 % 13.80 % 17.30 % 7.70 % 14.00 % 10.40 % 13.20 %
+200 basis points 11.60 % 16.80 % 9.10 % 11.70 % 5.80 % 10.20 % 6.80 % 8.90 %
+100 basis points 5.60 % 8.50 % 4.50 % 6.10 % 3.60 % 5.90 % 3.70 % 4.90 %
Flat rates 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % 0.00 %
−100 basis points (8.90)% (13.00)% (6.40)% (8.70)% (4.00)% (7.40)% (8.20)% (11.10)%
The following table presents the change in our economic value of equity as ofat December 31, 20162019 and December 31, 2015,2018, assuming immediate parallel shifts in interest rates:

 For the year ended For the year ended
 December 31, 2016 December 31, 2015 December 31, 2019 December 31, 2018
+300 basis points (0.10)% (2.60)% (7.70)% (6.20)%
+200 basis points (0.70)% (2.00)% (5.30)% (4.50)%
+100 basis points (0.60)% (1.00)% (2.00)% (2.10)%
Flat rates 0.00 % 0.00 % 0.00 % 0.00 %
−100 basis points (1.80)% (0.90)% (2.10)% (3.20)%
The differences between the change in our economic value of equity assuming immediate parallel shifts in interests rates from December 31, 20152018 to December 31, 20162019 is driven by an increase in non-interest bearing deposits and an increase inboth fixed rate investments which impacted bothand loans in order to reduce the duration and convexity ofBank’s exposure to lower interest bearing assets and liabilities on the balance sheet.rates.
Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include the full suite of actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ materially.
Foreign Exchange Risk
The Group holds various non-USD denominated assets and liabilities and maintains investments in subsidiaries whose domestic currency is either not USD or whose domestic currency is not pegged to USD. Assets and liabilities denominated in currencies other than USD are translated to USD at the rates of exchange prevailing at the balance sheet date. The resulting gains or losses are included in foreign exchange revenue in the consolidated statement of operations. Assets and liabilities of subsidiaries outside of Bermuda are translated at the rate of exchange prevailing on the balance sheet date while associated revenues and expenses are translated to USD at the average rate of exchange prevailing through the accounting period. Unrealized translation gains or losses on investments in foreign currency based subsidiaries are recorded as a separate component of shareholders' equity within accumulated other comprehensive loss. Such gains or losses are recorded in the consolidated statement of operations only when realized. Our foreign currency subsidiaries located in Guernsey and the United Kingdom, may give rise to significant foreign currency translation movements against the USD. We also provide foreign exchange services to our clients, principally in connection with our banking and wealth management businesses, and effect other transactions in non-USD currencies. Foreign currency volatility and fluctuations in exchange rates may impact the value of non-USD denominated assets and liabilities and raise the potential for losses resulting from foreign currency trading positions where aggregate obligations to purchase and sell a currency other than USD do not offset one another, or offset each other in different time periods. If the policies and procedures we have in place to assess and mitigate potential impacts of foreign exchange volatility are not followed, or are not effective to mitigate such risks, our results and earnings may be negatively affected. The Group maintains a clearly articulated foreign exchange risk exposure tolerance framework which limits exposures to select currencies.
Liquidity Risk
The objectives of liquidity risk management are to ensure that the Group can meet its cash flow requirements and capitalize on business opportunities on a timely and cost-effective basis. Liquidity is defined as the ability to hold and/or generate cash adequate to meet our needs for day-to-day operations and material long and short-term commitments. Liquidity risk is the risk of potential loss if the Group were unable to meet its funding requirements at a reasonable cost.
We monitor and manage our liquidity on a group-wideGroup-wide basis. The treasury functions in the Group's banking operations, located in Bermuda, the Cayman Islands, Guernsey, and the United Kingdom,Jersey, manage day-to-day liquidity. The groupGroup market risk function has the responsibility for measuring and reporting to senior management on liquidity risk positions. We manage our liquidity based on demand, commitments, specific events and uncertainties to meet current and future financial obligations of a short-term nature. Our objective in managing liquidity is to respond to the needs of depositors and borrowers as well as to earnings enhancement opportunities in a changing marketplace. Management is responsible for establishing and monitoring liquidity targets as well as strategies to meet these targets. The Group adopts a cautious liquidity risk appetite with internal quantitative liquidity risk tolerances more stringent than regulatory requirements. Specifically the Group manages liquidity against internal limits established by the market risk management policy and its related liquidity risk standard and quarterly stress testing methodology.
We maintained a balance sheet with loans representing 32.2%36.9% of total assets as ofat December 31, 2016.2019. Further, at that date there were significant sources of liquidity within our balance sheet in the form of cash and cash equivalents, short-term investments securities purchased under agreement to resell and investments (excluding held-to-maturity investments) amounting to $6.1$8.3 billion, or 55.0%60.0%, of total assets.
An important element of our liquidity management is our liquidity contingency plan which can be employed in the event of a liquidity crisis. The objective of the liquidity contingency plan is to ensure that we maintain our liquidity during periods of stress. This plan takes into consideration a variety of scenarios that could challenge our liquidity. These scenarios include specific and systemic events that can impact our on-and off-balance sheet sources and uses of liquidity. This plan is reviewed and updated at least annually.

Credit Risk
Credit risk is defined as the risk that unexpected losses arise as a result of the Group's borrowers or market counterparties failing to meet their obligations to repay. Credit risk is managed through the Groupjurisdictional credit risk management departmentdepartments ("GCRM"CRM"). GCRMCRM provides a system of checks and balances for our diverse credit-related activities by establishing and monitoring all credit-related policies and practices throughout the Group and assuring their uniform application. These activities are designed to diversify credit exposure on an industry and client basis, thus lessening overall credit risk. These credit management activities also apply to our use of derivative financial instruments, including foreign exchange contracts and interest rate risk management instruments, which are used primarily to facilitate client transactions.
Individual credit authority for commercial and other loans is limited to specified amounts and maturities. Credit decisions involving commitment exposure in excess of the specified individual limits are submitted to GCRMCRM and then to the GCC, which provides a forum for ongoing executive review of loan activity, establishing our credit guidelines and policies and approving selected credit transactions in accordance with our business objectives. The committee reviews large credit exposures, establishes and reviews credit strategy and policy and approves selected credit transactions. The Financial Institutions Committee ("FIC") manages counterparty risk in respect of (third party) bank counterparties which do not have commercial credit relationships within the Group and also approves country exposure limits.

As part of our ongoing credit granting process, internal ratings are assigned to commercial clients before credit is extended, based on an assessment of creditworthiness. At least annually, a review of all significant credit exposures is undertaken to identify, at an early stage, clients who might be facing financial difficulties. Internal borrower risk ratings are also reviewed during this process, allowing identification of adverse individual borrower and sector trends.
An integral part of the GCRMCRM function is to formally review past due and potential problem loans to determine which credits, if any, need to be placed on non-accrual status or charged off. The allowance for loan losses is reviewed monthly to determine the amount necessary to maintain an adequate provision for credit losses.
Another way credit risk is managed is by requiring collateral. Management's assessment of the borrower's creditworthiness determines whether collateral is obtained. The amount and type of collateral held varies but may include deposits held in financial institutions, mutual funds, US Treasury securities, other marketable securities, income-producing commercial properties, accounts receivable, residential real estate, property, plant and equipment, and inventory. Values of variable collateral are monitored on a regular basis to ensure that they are maintained at an appropriate level.
Credit Risk — Retail and Private Banking
Retail and private lending activity is split between residential mortgages, personal loans, credit cards and authorized overdrafts. Retail credit risks are managed in accordance with limits and processes set out in the credit risk policies and guidelines approved by GCC and GRC (and ratifiedapproved by the Board). The policies set out where specialist underwriting may be needed.
For residential mortgages, a combination of lending policy criteria, lending guidelines and underwriting are used to make a decision on applications for credit. The primary factors considered are affordability, residential status, residential history, credit history, employment history, nature of income and loan-to-value ("LTV") of the residential property. In addition, confirmation of a borrower's identity is obtained and an assessment of the value of the collateral carried out prior to granting a credit facility. When considering applications the primary focus is placed on the willingness and ability to repay.
Loan-to-value ("LTV")LTV ratios are derived based on third-party valuations as part of the original underwriting or when increased borrowing has been requested. Updated valuations are not otherwise obtained unless the loan reaches non-accrual status. Non-accrual loans which are collateral-dependent on real estate must be supported by a third-party valuation no older than 12 months. Specific provisions are calculated as the amount by which non-accrual loan principal exceeds the value of the supporting real estate, after application of a haircut for the estimated costs of sale. Costs of sale for commercial properties are calculated based on individual circumstances, whereas the haircuts for residential real estate are prescribed in lending guidelines by geographic location and are never less than 20%15% of the valuation amount.
As valuations are conducted throughout the year, the rolling average age of the valuations is closer to 6 months than 12 months. In addition, on at least a quarterly basis, impairment levels are adjusted for any changes in non-accrual principal.
To further ensure that valuations within the 12-month revaluation period remain appropriate measures for impairment, we: (1) compare renewal valuations to the prior valuation to track market movement; (2) back-test all sales to compare net carrying value versus any additional gain/loss at the time of sale; (3) segregate the tests described in (1) and (2) by Bermuda geographic area and, where required, amend provision factors accordingly; and (4) perform a review of new valuations to ascertain such valuations' reasonableness and determine if any change in value may impact similar properties or locations where valuations are more stale-dated and require an adjustment to the impairment level. Valuations for properties in less central locations have been further discounted to compensate for the steeper discounts required to sell such properties.
The Bank performs an annual assessment of group residential LTV ranges as part of its stress-testing exercise for regulatory and capital-adequacy purposes. Real estate indices are not available in the Bank's primary markets and LTV values are based on standard reductions in value over time, based on observed market activity.
MaximumGenerally, maximum LTV for new residential and commercial loans follow:
 Bermuda Cayman UK—London Bermuda Cayman UK—London Channel Islands
Residential:  
  
  
  
  
  
  
Owner-occupied freehold 80% 85% 65% 80% 85% 65% 65%
Owner-occupied leasehold condominium 80% 85% 65% 80% 85% 65% 65%
Investment (not owner-occupied)
 65% 75% 65% 65% 75% 65% 65%
Raw land 50% 80% n/a
 50% 80% n/a
 n/a
Commercial Real Estate 65% 65% n/a
 65% 65% n/a
 65%
For other retail lending products, similar lending policy criteria are used, and each of these products has its own policy and underwriting guidelines to enable decisions on applications for credit and to manage accounts. The factors used are attuned to the lending product in question, although affordability and credit history are considered in all cases. Ongoing monitoring of all retail and private banking credit is undertaken by the business unit concerned as well as by GCRM.CRM. In addition, the GCC reviews reports on a weekly basis. In the event that particular exposures show adverse features such as arrears, the Bank's specialist recovery teams generally work with borrowers to resolve the situation.

Unlike the United States where the Fair Credit Reporting Act ("FCRA")FCRA is designed to help ensure that credit bureaus furnish correct and complete information when evaluating loan applications, the markets in which we operate do not have systemic credit bureau reports such as those provided by Experian, Equifax, or TransUnion. These firms collect comprehensive data on individuals' credit history, payment history, debt, history of bankruptcy, credit score trends, income, FICO scores and other background information that provide a broad indication of a loan applicant's credit worthiness. Due to the lack of such systemically collected information with respect to loan applicants in the markets in whichreports. Therefore, we operate, we cannot use sophisticated software analytics tools, such as Fair Isaac type applications, that would enable us to automate our credit underwriting process. As a result, our experienced underwriters must manually review each loan on a credit by credit basis and we use a formally governed tiered credit approval process that is administered through and governed by our risk managementRisk Management framework.
Credit Risk — Commercial Banking
Commercial credit risks are managed in accordance with limits and asset quality measures set out in the credit risk policies and guidelines approved by GCC (and ratified by the Board).

In respect of commercial banking,Commercial Banking, there is a level of delegated sanctioning authority to underwrite certain credit risks based upon an evaluation of the borrower's experience, track record, financial strength, ability to repay, transaction structure and security characteristics. Lending decisions for large or high risk exposures are based upon a thorough credit risk analysis and the assignment of an internal borrower risk rating, and are subject to further approval by the assigned officers in GCRMCRM or the GCC.
Consideration is also given to risk mitigation measures which will provide the Group with protection, such as third-party guarantees, supporting collateral and security, legal documentation and financial covenants. Commercial portfolio asset quality monitoring is based upon a number of measures, including the monitoring of financial covenants, cash flows, pricing movements and variable collateral. In the event that particular exposures begin to show adverse features such as payment arrears, covenant breaches or business trading losses, a full risk reassessment is undertaken. Where appropriate, a specialist recovery team will work with the borrower to resolve the situation. If this proves unsuccessful, the case will be subject to intensive monitoring and management procedures designed to maximize debt recovery.
Credit Risk — Treasury
Treasury credit risks are managed in accordance with limits, asset quality measures and criteria set out within the policy approved by the GCC and ratified by the Board. The policy also sets out powers which require higher levels of authorization according to the size of the transaction or the nature of the associated risk. The financial institutions committeeFIC identifies, assesses, prioritizes and manages our risks associated with counterparty exposure to other financial institutions, as well as country-specific exposures.
Exposures to financial institutions arise within the Group's investment portfolio and treasury operations. The Group has treasury operations in all of its banking locations. Treasury exposures primarily take the form of deposits with banks and foreign exchange positions. Exposures to financial institutions in the investment portfolio can take the form of bonds, floating rate notes and or certificates of deposit.
Diversification and avoidance of concentration is emphasized. The Group establishes limits for countries and each financial institution where there is an expected exposure. Ongoing asset quality monitoring is undertaken by Treasury and GCRM.CRM and reports are sent to the FIC, GCC and the GRC on a monthly basis. Exception reporting takes place against a range of asset quality triggers. Treasury uses a number of risk mitigation techniques including netting and collateralization agreements. Other methods (such as margining and derivatives) are used periodically to mitigate the risk associated with particular transactions or group of transactions.
For its exposure to treasuryTreasury credit risk, the Group uses Standard and Poor's ("S&P"),&P, Fitch and Moody's as external credit assessment institutions as permitted under Basel II for sovereign, financial institutions, asset-backed securities, covered bonds and corporate risks. With regard to financial institutions and corporates, the Group's preference for a long-term rating is the senior unsecured rating. However, counterparty ratings and/or short-term deposit or commercial paper ratings are used if this is unavailable. For asset-backed securities, the issue or tranche rating is used.
Exposures
The following tables analyze the Group's regulatory credit risk exposures as of at December 31, 20162019andDecember 31, 2015.2018. Exposures are allocated to specific standardized exposure portfolios determined by the BMA's Revised Framework for Regulatory Capital Assessment and it is these portfolios that determine the risk weights used. These exposures include both on and off-balance sheet exposures, with the latter shown separately after credit conversion factors have been applied.
Analysis of exposures class
(in millions of $)
 
Average
Exposure
2016
 
Position as of
December 31,
2016
 
Average
Exposure
2015
 
Position as of
December 31, 2015
 
Average
Exposure
2019
 
Position as at
December 31,
2019
 Average
Exposure
2018
 Position as at
December 31,
2018
Cash 50.5
 63.7
 41.8 45.1 46.1
 63.1
 45.0
 38.4
Claims on Sovereigns 1,531.0
 1,350.7
 716.0 1,367.8 1,036.3
 1,841.3
 528.1
 331.2
Claims on Public Sector Entities 100.5
 105.0
 88.0 89.0 107.9
 112.4
 102.4
 101.9
Claims on Corporates 444.8
 516.7
 388.0 401.1 662.3
 783.5
 628.1
 609.2
Claims on Banks and Securities Firms 1,718.4
 1,760.2
 2,255.3 1,955.3 2,131.4
 2,148.4
 1,513.0
 1,877.7
Securitizations 3,306.7
 3,859.7
 2,695.9 2,655.6 4,361.2
 4,415.0
 4,351.4
 4,121.2
Retail Loans 235.7
 216.1
 325.2 260.6 229.2
 268.8
 216.2
 222.1
Residential Mortgages 2,380.9
 2,291.7
 2,453.4 2,474.5 2,838.5
 3,175.3
 2,531.0
 2,626.5
Commercial Mortgages 612.0
 572.0
 673.5 652.4 535.0
 649.5
 515.4
 487.1
Past Due Loans 57.1
 48.3
 68.9 59.1 50.0
 57.8
 42.5
 45.2
Other Balance Sheet Exposures 271.2
 257.7
 298.2 277.0 263.9
 277.1
 247.8
 235.1
Non‑Market Related Off-Balance Sheet Credit Exposures 353.7
 377.2
 363.6 395.0 412.5
 451.8
 367.2
 379.8
Market Related Off‑Balance Sheet Credit Exposures 59.7
 65.8
 48.6 51.2 62.1
 94.8
 60.1
 51.3
Total 11,122.2
 11,484.8
 10,416.4 10,683.7 12,736.2
 14,338.8
 11,148.2
 11,126.7



Geographic distribution of
exposures class as of
December 31, 2016
(in millions of $)
 Bermuda UK Guernsey Caribbean Switzerland Total
Geographic segment distribution of
exposures class as at
December 31, 2019
(in millions of $)
 Bermuda Cayman Channel Islands & UK Other Total
Cash 28.0
 
 
 35.7
 
 63.7
 38.6
 24.5
 
 
 63.1
Claims on Sovereigns 911.6
 66.5
 284.8
 87.8
 
 1,350.7
 224.2
 122.8
 1,494.3
 
 1,841.3
Claims on Public Sector Entities 94.5
 
 
 10.5
 
 105.0
 104.2
 8.2
 
 
 112.4
Claims on Corporates 326.1
 
 50.8
 139.8
 
 516.7
 484.6
 114.9
 184.0
 
 783.5
Claims on Banks and Securities firms 987.3
 76.7
 226.2
 468.2
 1.8
 1,760.2
 390.7
 733.9
 1,015.4
 8.4
 2,148.4
Securitizations 2,299.7
 
 
 1,560.0
 
 3,859.7
 2,239.4
 1,893.8
 281.8
 
 4,415.0
Retail loan 99.7
 (1.1) 35.6
 81.9
 
 216.1
 103.6
 87.4
 77.8
 
 268.8
Residential Mortgages 1,170.4
 
 416.6
 704.7
 
 2,291.7
 1,067.8
 570.1
 1,537.4
 
 3,175.3
Commercial Mortgages 359.0
 
 17.8
 195.2
 
 572.0
 310.6
 172.1
 166.8
 
 649.5
Past Due Loans 35.6
 
 
 12.7
 
 48.3
 44.4
 2.1
 11.3
 
 57.8
Other Balance Sheet Exposures 163.4
 9.4
 20.8
 63.7
 0.4
 257.7
 133.3
 60.9
 72.6
 10.3
 277.1
Non‑Market Related Off-Balance Sheet Credit exposures 202.6
 
 32.1
 142.5
 
 377.2
 185.9
 155.8
 110.1
 
 451.8
Market Related Off-Balance Sheet Credit Exposures 52.4
 
 0.5
 12.9
 
 65.8
 28.4
 6.8
 59.6
 
 94.8
Total 6,730.3
 151.5
 1,085.2
 3,515.6
 2.2
 11,484.8
 5,355.7
 3,953.3
 5,011.0
 18.7
 14,338.8
Residual maturity breakdown of
exposures class as of
December 31, 2016
(in millions of $)
 Up to
12 months
 1 ‑ 5 years More than
5 years
 No specific maturity Total
Residual maturity breakdown of
exposures class as at
December 31, 2019
(in millions of $)
 Up to
12 months
 1 ‑ 5 years More than
5 years
 No specific maturity Total
Cash 63.7
 
 
 
 63.7
 63.1
 
 
 
 63.1
Claims on Sovereigns 1,317.5
 11.5
 21.7
 
 1,350.7
 1,648.8
 22.5
 170.0
 
 1,841.3
Claims on Public Sector Entities 
 81.1
 23.9
 
 105.0
 37.5
 
 74.9
 
 112.4
Claims on Corporates 267.3
 210.5
 38.9
 
 516.7
 295.4
 198.7
 289.4
 
 783.5
Claims on Banks and Securities firms 1,352.8
 407.4
 
 
 1,760.2
 2,148.4
 
 
 
 2,148.4
Securitizations 
 14.2
 3,845.5
 
 3,859.7
 
 9.3
 4,405.7
 
 4,415.0
Retail loan 111.9
 79.5
 24.7
 
 216.1
 123.1
 66.6
 79.1
 
 268.8
Residential Mortgages 150.9
 506.7
 1,634.1
 
 2,291.7
 265.8
 1,328.4
 1,581.1
 
 3,175.3
Commercial Mortgages 43.6
 251.0
 277.4
 
 572.0
 39.6
 206.8
 403.1
 
 649.5
Past Due Loans 4.7
 2.6
 41.0
 
 48.3
 19.6
 4.4
 33.8
 
 57.8
Other Balance Sheet Exposures 
 
 
 257.7
 257.7
 
 
 
 277.1
 277.1
Non‑Market Related Off-Balance Sheet Credit exposures 377.2
 
 
 
 377.2
 451.8
 
 
 
 451.8
Market Related Off-Balance Sheet Credit Exposures 65.8
 
 
 
 65.8
 94.8
 
 
 
 94.8
 3,755.4
 1,564.5
 5,907.2
 257.7
 11,484.8
 5,187.9
 1,836.7
 7,037.1
 277.1
 14,338.8



The table below details the mappings between the main Fitch, Moody's and Moody'sS&P external credit assessment institutions used by the Group and the credit quality steps used to determine the risk weightings applied to rated counterparties. Where no external rating is used in the risk weighted assets calculation, the unrated credit quality step applies.

Credit quality step 
Fitch's
assessment
 
Moody's
assessment
 
S&P's
assessment
Step 1 AAA to AA– Aaa to Aa3 AAA to AA–
Step 2 A+ to A– A1 to A3 A+ to A–
Step 3 BBB+ to BBB– Baa1 to Ba3Baa3 BBB+ to BBB–
Step 4 BB+ to BB– Ba1 to Ba3 BB+ to BB–
Step 5 B+ to B– B1 to B3 B+ to B–
Step 6 CCC+ and below Caa1 and below CCC+ and below




Impairment Provisions

Credit Risk Concentrations
Concentration risk is defined as: any single exposure or group of exposures with the potential to produce losses large enough (relative to the Group's capital, total assets or overall risk level) to threaten the Group's health or ability to maintain core operations. The management of concentration risk is addressed in the first instance by the Group's large exposure policy and related credit guidelines, which require that credit facilities to entities that are affiliated through common ownership or management are aggregated for adjudication and reporting purposes. The policy also defines what constitutes a large exposure and the related reporting requirements. The GCRMCRM function also undertakes monitoring and assessment of our exposure to concentration risk, reporting the results of these analyses to the GCC, the GRC and RPC.RPCC.
The factors taken into consideration when assessing concentration risk are as follows:
single or linked counterparty;
industry or economic sector (e.g., hospitality, property development, commercial office building investment);
geographic region;
product type;
collateral type; and
maturity date (whether of the facility or of interest rate fixes).
Counterparty Concentrations
Counterparty concentrations is the risk associated with assuming a high level of exposure to a single counterparty, the failure of which could have an adverse impact on the Group.
Large exposures are reviewed quarterly by the GRC and RPCRPCC for the loan portfolio and the treasury/investment portfolios. GCRMCRM and Treasury work closely together on daily treasury positions and exceptions.
All large exposures and concentrations in the portfolio are reviewed and agreed by the FIC on a quarterly basis and are reported to the Board as a part of this process. The review of large exposures considers:
facility total;
any link with other facilities;
total linked facility being within guidelines;
borrower risk rating;
security value on the facility; and
loan-to-value percentage against minimum security covenants.
Industry Concentration
Industry concentration encompasses the scenario that a risk factor inherent within an industry is tied to an entire portfolio of accounts or investments; e.g., a portfolio made up of a large number of small individual loans where all the counterparties are steel producers.hotel operators. We believe that due to the nature of the Group's client base our exposure to the property, insurance and fund sectors could be classified as industry concentration, although geographic and product concentration are the more appropriate risks to measure.
Geographic Concentration
Geographic concentration of the book is monitored as follows. Reports are generated which provide details of all the property loan exposure of the Group. Through this, loans are subdivided into regional exposure. From this, the percentage breakdown per region of the Group's property exposure is analyzed and reported to the GRC and RPC.RPCC. Assessment of the exposure allows the committees to decide whether the Group should decline further lending in any area in which it is becoming over-weighted.
Product Concentration
Product concentration is defined in the context of credit risk, as an over-weighting in the portfolio to a given product type, making the Group vulnerable to the impact of a variety of external factors that could either reduce demand for the product itself or lead to an increase in the level of default rates experienced. We operate as a full service bank in Bermuda and the Cayman Islands and aim to satisfy the requirements of our customers in these communities through the range of products and services we offer. Accordingly, there is no dependence or concentration on a single product in these markets outside of the residential mortgage portfolios, which comprised 64.6%62.3% of the Group's loan book as ofat December 31, 20162019 (compared to 63.0%65.4% as ofat December 31, 2015)2018); in Bermuda, residential mortgage lending made up 62.0%53.4% of the Bermuda loan book as ofat December 31, 20162019 (compared to 58.7%57.1% as of at December 31, 20152018), and loans for many purposes (education, business support, family requirements) were made in the form of residential mortgages. Product category analysis confirms that the total lending portfolio is concentrated in the property market; this has been addressed in stress testing performed.
Collateral Concentration
Collateral concentration considers whether the Group's loan book is secured by a limited number of collateral types. An example of this would be when a large value of loans to a diversified group of borrowers is all secured by shares in the same company or by the shares of various companies within the same industry sector. Any decline in the value of these shares or in the performance of the sector as a whole could have an adverse impact on the Group's security position across all affected borrowers. The most obvious and relevant example of collateral concentration is the Group's exposure to real estate property values. Ignoring cash-backed facilities, the largest collateral concentrations within the portfolio are to residential and commercial property. The greatest risk with collateral concentration is that the value of the security could be severely reduced. To simulate this, the Group's stress testing process incorporates a scenario in which all real estate collateral is devalued by factors as high as 30%.

Credit Risk Mitigation
The Group uses a wide range of techniques to reduce credit risk of its lending. The most basic of these is performing an assessment of the ability of a borrower to service the proposed level of borrowing without distress. However, the risk can be further mitigated by obtaining security for the funds advanced.
Residential Mortgages

Residential property is the Group's main source of collateral and means of mitigating credit risk inherent in the residential mortgage portfolio. All mortgage lending activities are supported by underlying assumptions and estimated values received by independent third parties. All residential property must be insured to cover property risks through a third party.
Commercial
Commercial property is one of the Group's primary sources of collateral and means of mitigating credit risk inherent in its commercial portfolios. Collateral for the majority of commercial loans comprises first legal charges over freehold or long leasehold property but the following may also be taken as security: life insurance policies,policies; credit balances assignments,assignments; share guarantees,guarantees; equitable charges, debentures,charges; debentures; chattel mortgages and charges over residential property.
For property-based lending, supporting information such as professional valuations are an important tool to help determine the suitability of the property offered as security and, in the case of investment lending, generating the cash to cover interest and principal payments. All standard documentation is subject to in-house legal review and sign-off in order to ensure that the Group's legal documentation is robust and enforceable. Documentation for large advances may be specifically prepared by independent solicitors. Insurance requirements are always fully considered as part of the application process and the Group ensures that appropriate insurance is taken out to protect the property against an insurable event.
Treasury
Collateral held as security for treasury assets, including investments, is determined by the nature of the instrument. Loans, debt securities, treasury and other eligible bills are generally unsecured with the exception of asset-backed securities and similar instruments, which are secured by pools of financial assets. The International Swaps and Derivatives Association ("ISDA") Master Agreement is the Group's preferred method of documenting derivative activity. It is common in such cases for a Credit Support Annex to be executed in conjunction with the ISDA Master Agreement in order to mitigate credit risk on the derivatives portfolio. Valuations are performed, agreed with the relevant counterparties, and collateral is exchanged to bring the credit exposure within agreed tolerances. The exposureFrom January 1, 2017, the Exposure at Default ("EAD") value to the counterparty is measured under the standardised approach for measuring counterparty credit risk mark-to-market method.exposures method (previously the Current Exposure Method). The exposureEAD value is derived by adding the gross positive fair value of the contract (replacement cost) to the contracts potential future credit exposure, which is derived by applying a multiple base on the contracts residual maturity to the notional value of the contract.contract, and applying an alpha of 1.4 to the sum of these components.
The following table shows the exposures to counterparty credit risk for derivative contracts as ofat December 31, 20162019 and December 31, 20152018:
(in millions of $) 
Gross
Positive
Fair Value of
Contracts
as of
December 31,
2016
 
Potential
Future
Credit
Exposure
as of
December 31,
2016
 
Total
Derivatives
Credit
Exposure
as of
December 31,
2016
 
Gross
Positive
Fair Value of
Contracts
as of
December 31,
2015
 
Potential
Future
Credit
Exposure
as of
December 31,
2015
 
Total
Derivatives
Credit
Exposure
as of
December 31,
2015
 
Gross
Positive
Fair Value of
Contracts
as at
December 31,
2019
 Potential
Future
Credit
Exposure
as at
December 31,
2019
 Alpha as at December 31, 2019 EAD Value
as at
December 31,
2019
 Gross
Positive
Fair Value of
Contracts
as at
December 31,
2018
 Potential
Future
Credit
Exposure
as at
December 31,
2018
 Alpha as at December 31, 2018 EAD Value
as at
December 31,
2018
Spot and forward foreign exchange and currency swap contracts 37.1
 28.7
 65.8
 20.8
 30.4
 51.2
 32.7
 35.0
 1.4
 94.7
 13.6
 23.0
 1.4
 51.2
Other market related contracts 
 
 
 
 
 
Total 37.1
 28.7
 65.8
 20.8
 30.4
 51.2
Securitizations
The Bank has not, to date, securitized assets that it has originated. The Bank's total exposure to purchased securitization positions as of at December 31, 20162019was $3.9 $4.4 billion by market value (compared to $4.1 billion as at December 31, 2018), with US Government and federal agencies accounting for the majority of this exposure.
The following table provides an analysis of the Bank's investments in securitization positions by exposure type as of at December 31, 20162019andDecember 31, 2015:2018:
Underlying asset type (in millions of $) 
Exposure Value
as of
December 31,
2016
 
Exposure Value
as of
December 31,
2015
 
Exposure Value
as at
December 31,
2019
 Exposure Value
as at
December 31,
2018
US government and federal agencies 3,498.0
 2,365.5
 4,272.4
 3,828.3
Mortgage backed securities — Commercial 151.0
 149.1
                   -  
 123.6
Mortgage backed securities — Retail 198.3
 100.5
 129.7
 156.7
Asset-backed securities — Student loans 12.5
 40.5
 12.9
 12.6
Total 3,859.8
 2,655.6
 4,415.0
 4,121.2
A combination of ratings published by Fitch, Moody's and S&P are used to derive the external rating to be used under the standardized approach for securitization exposures. In line with the BMA's revised framework for regulatory capital assessment, where two credit assessments by Fitch and Moody's as external credit assessment institutions are available, the less favorable of the two credit assessments is applied.
Where more than two credit assessments are available, the two most favorable credit assessments are used and where the two most favorable assessments are different, the less favorable of the two is applied.

The following table shows the aggregate amount of the Bank's purchased securitizations as of at December 31, 20162019andDecember 31, 20152018 broken down by risk weighting:


Risk Weight % (in millions of $) 
Exposure
Value
as of
December 31,
2016
 
Exposure
Value after
Credit Risk
Mitigation
as of
December 31,
2016
 
Exposure
Value
as of
December 31,
2015
 
Exposure
Value after
Credit Risk
Mitigation
as of
December 31,
2015
 
Exposure
Value
as at
December 31,
2019
 Exposure
Value after
Credit Risk
Mitigation
as at
December 31,
2019
 Exposure
Value
as at
December 31,
2018
 Exposure
Value after
Credit Risk
Mitigation
as at
December 31,
2018
20% 3,859.0
 2,669.9
 2,654.9
 1,953.1
 4,415.0
 2,035.8
 4,121.2
 2,207.0
50% 0.7
 0.7
 0.7
 0.7
 
 
 
 
100% 
 
 
 
 
 
 
 
350% 
 
 
 
 
 
 
 
Look through to underlying assets 
 
 
 
 
 
 
 
Total 3,859.7
 2,670.6
 2,655.6
 1,953.8
 4,415.0
 2,035.8
 4,121.2
 2,207.0
Operational Risk
In providing our services, we are exposed to operational risk. This is the risk of loss from inadequate or failed internal processes and systems, actions or inactions of people, or from external events. Operational risk is inherent in our activities and can manifest itself in various ways including fraudulent acts, business interruptions, inappropriate behavior of employees, unintentional failure to comply with applicable laws and regulations, cyber-security incidents and privacy breaches or failure of vendors to perform in accordance with their arrangements. These events could result in financial losses, litigation and regulatory fines, as well as other damage to us. Our risk management goal is to keep operational risk at appropriate levels consistent with our risk appetite, financial strength, the characteristics of our businesses, the markets in which we operate and the competitive and regulatory environment to which we are subject.
As we continue to expand our use of technology, we are exposed to various forms of cyber-attacks. We devote significant resources to maintain and regularly upgrade our systems and networks and review the ever changing threat landscape in order to mitigate our exposure to cyber risks. In addition to the policy reviews, we continue to look to implement technology solutions that enhance preventive and detection capabilities and our ability to recover quickly should a successful cyber-attack occur. We assess our third-party vendor controls and have a developed business continuity plan that addresses potential cyber risks. We also maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks. However, such insurance may be insufficient to cover all losses.
Operational risk is mitigated through internal controls embedded in our business activities and our risk management practices, which are designed to continuously reassess the effectiveness of these controls in order to keep the risk we assume at levels appropriate to our risk appetite as approved by the Board. Data on operational losses and any significant control failures incurred are captured through an incident reporting process. These events are reported to both the GRC and RPC,RPCC, which assess the sufficiency of the corrective actions taken by management to prevent recurrence. Both committees also receive regular reporting on actual performance against established risk tolerance metrics.
Capital Adequacy Management
Effective January 1, 2015 the BMA adopted capital and liquidity requirements consistent with Basel III. The finalization ofThese requirements are contained within the implementation is subject to ongoing consultation with the BMA regarding the implementationBMAs "Basel III for Bermuda Banks November 2017 Rule Update" and interpretation of these new rules.can be found on their website.
One of management's primary objectives is to maintain the confidence of our clients, bank regulators and shareholders. A strong capital position helps the Group to take advantage of profitable investment opportunities and withstand unforeseen adverse developments. The Group manages its capital both on a total Group basis and, where appropriate, on a legal entity basis. The finance department has the responsibility for measuring, monitoring and reporting capital levels within guidelines and limits established by the RPC.RPCC. The management of capital will also involve regional management to ensure compliance with local regulation. In establishing the guidelines and limits for capital, a variety of factors are taken into consideration, including the overall risk of the business in stressed scenarios, regulatory requirements, capital levels relative to our peers, and the impact on our credit ratings.
Capital Assessment and Risk Profiling ("CARP")
Under the requirements of Basel II as implemented by the BMA, the Group undertakes a CARP process, which is an internal assessment of all material risks to determine our capital needs. This internal assessment takes account of the minimum capital requirement and other risks not covered by the minimum capital requirement (Pillar II). Where capital is deemed as not being able to mitigate a particular risk, alternative management actions are identified and described within the CARP. The CARP is presented to the RPCRPCC before being presented to the Board for challenge and approval and then submission to the BMA. The CARP process is performed annually or more frequently should the need arise.
A supervisory assessment process ("SAP") is then undertaken annually by the BMA, which is designed to assess the Group's risk profile as documented in the CARP. This assessment is used to determine and set the Individual Capital Guidance which is the minimum level of capital the Group will be required to hold until the next SAP review is conducted.









85



SUPERVISION AND REGULATION
Bermuda
The Bank is subject to regulation and supervision by the Bermuda Monetary Authority (the "BMA") under:
the Bermuda Monetary Authority Act 1969;
the Banks and Deposit Companies Act 1999;1999 (the "BDCA");
the Trusts (Regulation of Trust Business) Act 2001;
the Investment Business Act 2003;
the Exchange Control Regulations 1973.1973;
the Bermuda Corporate Services Provider Business Act 2012; and
any applicable code of practice or guidance notes that may be published by the Deposit Insurance Act 2011 and the Deposit Insurance Rules 2016.BMA from time to time.
The Bank is also subject to regulation by the Minister of Finance and the Minister of Economic Development in Bermuda under the Companies Act 1981.1981, the Banking (Special Resolution Regime) Act 2016 and the Economic Substance Act 2018. It is also subject to the Deposit Insurance Act 2011 and the Deposit Insurance Rules 2016.
Supervision and Monitoring by the BMA
Our activities are regulated by the BMA and our ability to engage in certain activities areis subject to prior approval by the BMA. One of the principal objectives of the BMA is to supervise, regulate and inspect financial institutions which operate in or from within Bermuda and further to promote the financial stability and soundness of such financial institutions. The supervision is primarily for the benefit and protection of the Bank's clients and not for the benefit of our investors. The BMA is also responsible for managing and regulating transactions in foreign currency or gold.
In addition to conducting on-site reviews, the BMA utilizes a comprehensive quarterly statistical return system that enables off-site monitoring of institutions licensed under the BDCA. The statistical system, which follows the standards imposed on banks in the United KingdomUK by the Financial Conduct Authority and is consistent with Basel Committee Standards, provides the BMA with a detailed breakdown of a bank'sthe Bank's balance sheet and profit-and-loss accounts on both a consolidated and unconsolidated basis. This information enables the BMA to monitor the soundness of a bank'sthe Bank's financial position and ensure that it meets certain capital requirements.
As the Bank's supervisory authority in Bermuda, the BMA is responsible for the consolidated supervision of our worldwide operations. There are also host regulatory bodies performing a similar function to that of the BMA in all major locations in which the Bank operates.operates regulated activities. Many of these local authorities require detailed reporting on the activities of the Bank's subsidiaries located in their jurisdictions. As part of its oversight process, the BMA receives copies of each of these reports on a regular basis and liaises with the regulatory authorities in the respective locations.
From time to time, in the ordinary course of business, the Bank enters into agreements with the BMA under which the Bank agrees to achieve or maintain certain levels of capital and to obtain the BMA's prior approval to take certain corporate actions. Certain actions that may not be taken without prior BMA approval include: (1) paying any dividends on the common shares, (2) creating or increasing the authorized amount of, or issuanceissuing any class of common shares,shares; (2) repurchasing any class of shares; and (3) repurchasing common shares and (4) entering into a material acquisition.
Under the market disclosure requirements (referred to as Pillar III disclosures) applicable under both Basel II and the Basel IIIII Accord ("Basel III"), the Bank is required to publish information about the risks to which it is exposed. Effective as of January 1, 2015, the BMA adopted capital and liquidity regulatory requirements consistent with Basel III, a framework released by the Basel Committee on Banking Supervision.BCBS. Basel III aims to raise the quality, consistency and transparency of the capital base, limit the build-up of excess leverage and increase capital requirements for the banking sector. Basel III adopts CET1 capital as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new LCR and NSFR regimes.
The Basel III regulatory framework adopts a phased implementation approach for Bermuda banks with full implementation on January 1, 2019, consistent with BCBS recommendations. When fully phased-in,As of January 1, 2019 the Bank will beis subject to the following requirements:
adopted CET1 as the primary and predominant form of regulatory capital, with a requirement of CET1 of at least 7.0% of RWA, inclusive of a minimum CET1 capital adequacy ratio of 4.5% and the newplus a capital conservation buffer of 2.5%, but excluding the D-SIB surcharge described below. The BMA has allowed Bermuda banks to make the one-time irrevocable election to exclude other comprehensive income on their available-for-saleAFS portfolios from CET1;CET1 by no later than March 31, 2015;
adopted a Tier 1 capital requirement of at least 8.5% of RWA, inclusive of a minimum Tier 1 ratio of 6% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below;
adopted a total capital requirement of at least 105%10.5% of RWA, inclusive of a minimum total capital ratio of 8% and the new capital conservation buffer of 2.5% but excluding the D-SIB surcharge described below;
the Bank is considered to be a D-SIB and will beis subject to a 3% surcharge composed of CET1-eligible capital implemented by the BMA effective September 30, 2015. This is based upon its assessment of the extent to which the Bank (individually and collectively with the other Bermuda banks) poses a degree of material systemic risk to the economy of Bermuda due to its role in deposit taking, corporate lending, payment systems and other core economic functions;
provided for the inclusion of a countercyclical buffer to be introduced when macro-economic indicators provide an assessment of excessive credit or other pressures building in the banking sector, potentially increasing the CET1, Tier 1 and totalBank's required capital ratiosbuffer by up to 2.5%;
adopted the introduction of a 5% leverage ratio as calculated in accordance with Basel III; and
adopted the liquidity coverage ratio implementation timetable consistent with that published by Basel III,an LCR with a minimum requirement of 60%, rising in equal annual steps to 100% by January 1, 2019.; and

a NSFR with a minimum requirement of 100%.
The minimum capital ratio requirements set forth above do not reflect additional Pillar II add-on requirements that the BMA may impose upon us as a prudential measure from time to time. As of January 1, 2017,2019 our minimum total capital ratio required by the BMA is 15.9% and our minimum CET1 ratio requirement is 8.8%. As of the date hereof, we expect that our minimum total capital ratio requirement at January 1, 2019 may be 17.2%16.3% (inclusive of the minimum required total capital ratio of 10.5% as described above). However, as and our capitalminimum CET1 ratio requirement is 10.0%.
The Bank may from time to time also be subject to additional regulatory requirements remain under continuous reviewimposed by the BMA pursuant toin its role as Bermuda’s main prudential supervision, we cannot guarantee thatregulator. In particular, in January 2020, the BMA will notreleased Guidance Notes for Relevant Legal Entities, including banks, corporate service providers, trust companies, investment businesses and fund administrators, which require (among other things) these entities to demonstrate good risk management, and to notify the BMA, of any new material outsourcing arrangements. The Bank is required to comply with these Guidance Notes when they come into force on May 1, 2020, and in the interim transitional period the Bank is required to provide the BMA with certain attestations of compliance regarding its existing outsourcing arrangements, and to seek higher total capital ratio requirements atprior approval or provide attestations of compliance of any time.

outsourcing arrangements.

Bermuda Monetary Authority Act 1969
The Bermuda Monetary Authority Act 1969 established the Bermuda Monetary AuthorityBMA as a statutory corporate body responsible for, among other things, supervising, regulating and inspecting any financial institution which operates in or from within Bermuda (which includes the Bank). Specific areas of financial regulation, such as the banking industry, are also the subject of separate, specific legislation (some of which is discussed below), but this specific legislation is nevertheless administered by the BMA in its supervisory capacity. In addition to its supervisory functions, both under the Bermuda Monetary Authority Act 1969 and the specific legislation discussed below, the BMA is empowered to assist foreign regulatory bodies by requiring entities supervised and regulated by the BMA to furnish information on demand to the BMA in connection with foreign regulatory requests.
Banks and Deposit Companies Act 1999
The BDCA prohibits any person from carrying on a deposit-taking business in or from within Bermuda unless that person is a company incorporated in Bermuda and licensed by the BMA under the BDCA. The BDCA provides for twothree classes of licenses: banking licenses, restricted banking licenses and deposit company licenses. The Bank holds a banking license and a deposit company license. Unless otherwise permitted by the BMA, a company that holds a banking license must provide a range of minimum services to the public in Bermuda, including (without limitation) current accounts in Bermuda dollars, other deposit accounts, loan facilities in Bermuda Dollars, foreign exchange services and credit card or debit card facilities. A company holding a deposit company license typically offers a small range of services but, unless otherwise permitted by the BMA, must also provide some specified services to the public in Bermuda, including (without limitation) savings, deposit or other similar accounts in Bermuda Dollars and loans in Bermuda Dollars secured on mortgages of real property in Bermuda.
As the agency responsible for administering the BDCA, regulating deposit-taking businesses and protecting depositors, the BMA has broad authority to compel companies licensed under the BDCA to take or cease specific actions and comply with informational or access requests. Under the BDCA, the BMA can, or can compel these companies, including us to, among other things, do any or all of the following:
provide such information as the BMA may reasonably require;
submit a report prepared by the Bank's auditors or by an accountant or other person with professional skills on any matter about which the BMA could require us to provide information;
produce documentation or other information as the BMA may reasonably require; and
permit any officer, servant or agent of the BMA, on producing evidence of his authority, to enter the Bank's premises to obtain information and documents.
In addition, the BMA has the power to do any or all of the following:
examine, copy or retain any documents relating to the Bank's deposit-taking business;
require the Bank to take certain steps or to refrain from adopting or pursuing a particular course of action or to restrict the scope of the Bank's business in a particular way;
appoint competent persons to investigate and report to the BMA on the Bank's business or the Bank's ownership and control;
restrict the scope of a license or revoke a license; and
vary, suspend or revoke the Bank's banking license and to give directions if it feels these are necessary to protect the Bank's depositors.
The Bank's failure to comply with any of the statutory requirements set forth in the BDCA could result in civil or criminal penalties.
The Bank is required to report certain transactions to the BMA. These include any transaction or transactions relating to any one person as a result of which the Bank would be exposed to a risk of incurring losses in excess of 10% of the Bank's available capital resources, or where the Bank proposes to enter into a transaction or transactions relating to any one person, which, either alone or together with previous transactions entered into by the Bank in relation to the same person, would result in the Bank being exposed to the risk of incurring losses in excess of 25% of its available capital resources. This also applies where the transaction relates to different persons if they are connected in such a way that the financial soundness of any of them may affect the financial soundness of the others or the same factors may affect the financial soundness of both or all of them. The BMA may extend the scope of this requirement to the Bank's subsidiaries even if these subsidiaries are not licensed under the BDCA as if the transactions and available capital resources of the Bank's subsidiaries were included in the Bank's available capital resources. For the purpose of the foregoing, the transactions which must be reported by the Bank to the BMA are those between the Bank and a person where:
(a)that person incurs an obligation to the Bank or as a result of which such person may incur such an obligation;
(b)the Bank will incur, or as a result of which it may incur, an obligation in the event of that person defaulting on an obligation to a third party; or
(c)the Bank acquires or incurs any obligation to acquire, or as a result of which it may incur an obligation to acquire, an asset the value of which depends wholly or mainly on that person performing their obligations or otherwise on his financial soundnesssoundness.
and theThe risk of loss attributable to athe transaction is, in a case within paragraph (a) or (b), the risk of the person concerned defaulting on the obligation there mentioned and, in a case within paragraph (c), the risk of the person concerned defaulting on the obligations there mentioned or of a deterioration in such person's financial soundness. The Bank's available capital resources may be determined by the BMA, after consultation with it and in accordance with principles published by the BMA.BMA, which are currently the Basel III principles described above. It is an offense for the Bank to fail to make the required reports.
Under the BDCA, any person who becomes a significant shareholder of a deposit-taking institution, which is defined to include persons, either individually or with associates, who (i) hold 5% or more of the shares in the institution or another company of which it is a subsidiary company; or (ii) is entitled to exercise, or control the exercise of 5% or more of the voting power at any general meeting of the institution or of another company of which it is such a subsidiary, must notify the BMA in writing of that fact within seven days. Failure to provide the BMA with prompt and appropriate notice would constitute an offense that could result in a fine.
The BDCA prohibits a person from becoming a shareholder controller of any company licensed under the BDCA unless the person provides written notice to the BMA of his intent to do so and the BMA does not object. The definition of shareholder controller is set out in the BDCA but generally refers to a person who, among other things, either alone or with any associate or associates (within the meaning of the BDCA) (i) holds 10% or more of the shares in the licensed institution or another company of which it is a subsidiary company; or (ii) is entitled to exercise, or control the exercise of 10% or more of the voting power at any general meeting of the licensed institution or another company of which it is such a subsidiary. The BDCA distinguishes between shareholder controllers of the following threshold descriptions: "10% shareholder controllers," "20% shareholder controllers," "30% shareholder controllers," "40% shareholder controllers," "50% shareholder controllers," "60% shareholder controllers" and "principal shareholder controllers" who have a 75% or greater interest. A person who intends to become a shareholder controller, or a shareholder controller who intends to increase his shareholding/control, meaning generally, ownership of shares or the ability to exercise or control the exercise of voting rights attached to shares, beyond his present threshold, must provide written notice to the BMA that he intends to do so. It is an offense not to give this notice. The BMA may object to a person's notice of intent to become a shareholder controller of

any description or to an existing shareholder controller seeking to increase their control where it appears to the BMA that, among other things, such person is not or is no longer a fit and proper person to be such controller of the institution. If the BMA objects, the BMA will provide such person with written notice of its objection.
Prior to serving a notice of objection, the BMA servesshall serve the person seeking to become a shareholder controller of any description or serves an existing shareholder controller seeking to increase their control with a preliminary written notice stating that the BMA is considering service on that person of a notice of objection, stating,and that notice shall state among other things, the reasons for the BMA's proposed objection. The statement of the BMA's reasons for their proposed objection will, however, be subject to the BMA's determination that such statement would not involve the disclosure of confidential information, the disclosure of which would be prejudicial to a third party. A person served with a preliminary written notice may, within a period of 28 days beginning with the day on which the notice is served, make written representations to the BMA and the BMA shall take any such representations into account in deciding whether to serve a notice of objection.
If three months pass from the date of giving the notice of intent to the BMA without the BMA serving a notice of objection, then the person may become a shareholder controller as requested in the notice.notice of intent. In practice, the BMA's procedure is generally to respond to a person's shareholder controller notification.notification of intent.
If a person becomes a shareholder controller or increases histheir shareholding/control in spite of the BMA's objection thereto, if a shareholder controller fails to comply with the foregoing notice requirements or if a shareholder controller continues as such after being given notice of objection to his or her being a shareholder controller, the BMA may take the actions specified in the BDCA, including revoking the relevant license where a 50%, 60% or principal shareholder controller is involved, or mandating that any specified shares become subject to one or more of the following restrictions:
any transfer of or agreement to transfer those shares or, in the case of unissued shares, any transfer of or any agreement to transfer the right to be issued with them, will be void;
no voting rights may be exercisable in respect of the shares;
no further shares may be issued in right of them or pursuant to any offer made to their holder; or
except in liquidation, no payment may be made of any sums due from the deposit-taking institution on the shares, whether in respect of capital or otherwise.
A court in Bermuda may, on the application of the BMA, order the sale of any such shares. Any person may appeal to a tribunal constituted under the BDCA for a review of a notice of objection given by the BMA as described above. However, this right of appeal does not apply to a person in any case in which such person has failed to give a notice or has become or continued to be a controller in contravention of the BDCA. In addition, if a person has had its license revoked or has been subject to any of the restrictions set forth above, the tribunal may confirm or reverse the decision which is the subject of the appeal but shall not have power to vary it except:
where the decision was made to impose or vary any restriction, the tribunal may direct the BMA to impose different restrictions or to vary them in a different way; or
where the decision was to revoke a license, the tribunal may direct the BMA to restrict it instead.
In the event that the BMA imposes any of the restrictions listed above, the restrictions may apply to:
all shares of the deposit-taking institution where the person in question is a shareholder controller that (i) are held by him or any associate of his, and (ii) were not so held immediately before he became such shareholder controller of the institution; and
all shares in another company where the person in question became a shareholder controller (i) as a result of the acquisition by him or any associate of his of shares in such other company, and (ii) the shares were not so held before he became a shareholder controller of such institution.
A company licensed under the BDCA must give written notice to the BMA in the event that any person has either become or ceased to be a director, controller or senior executive of such licensed company. The written notice is required to be given to the BMA within 14 days beginning with the day on which the licensed company becomes aware of the relevant change in director, controller or senior executive. The definition of "controller" is set out in the BDCA but generally refers to (i) a shareholder controller, a managing director or chief executive officer of the deposit-taking institution or of another company of which it is a subsidiary, or (ii) a person whose duties include directing the actions of the board of directors of the licensed company or of another company of which it is a subsidiary, or (iii) a person whose duties include directing the actions of any shareholder controller of the deposit-taking institution.
Trusts (Regulation of Trust Business) Act 2001
The principal purpose of the Trusts (Regulation of Trust Business) Act 2001 (the "Trusts Business Act"), which came into effect on January 25, 2002, is to regulate "trust business," which is generally defined as providing the services of a trustee as a business, trade, profession or vocation. Under the Trusts Business Act, a license is required to conduct trust business in or from within Bermuda. Licenses are designated as either "unlimited" or "limited." Only bodies corporate are entitled to obtain unlimited licenses, which allow them to conduct trust business and solicit business from the public generally. Holding a license under the Trust Business Act obliges the licensed undertaking to maintain a physical presence in Bermuda at which the licensed undertaking is directed and managed. A licensed undertaking is also required to hold all client funds separately from its own funds or funds held in respect of any other business and maintain such books of account and other records such that client funds may be readily identified at any time.
At present, the Bank and certain of its subsidiaries hold unlimited licenses issued by the BMA pursuant to the Trusts Business Act. Pursuant to Section 6 of the Trusts Business Act, the BMA has published a Statement of Principles, in accordance with which it is acting or purporting to act with respect to the exercise of its powers under the Trusts Business Act, including (without limitation) the BMA's minimum licensing criteria, the grounds for revocation of licenses, the power to grant, revoke or restrict a license and the power to obtain information or require the production of documents. As at December 31, 2019, the BMA amended the minimum licensing criteria under the Trusts Business Act, such that a licensed undertaking is not regarded as conducting its business in a prudent manner (which is a requirement for licensing) unless it maintains or will maintain adequate liquidity, having regard to the relationship between its assets and its actual and contingent liabilities, to the time at which those liabilities will or may fall due and its assets mature, and to other factors appearing to the BMA to be relevant. In addition, pursuant to Section 7 of the legislation, the BMA published a Code of Practice that provides guidance as to the duties, requirements, procedures, standards and principles to be observed by persons carrying on trust business under the Trusts Business Act.
The BMA's powers under the Trusts Business Act include (without limitation) the power to:
impose conditions on a license with respect to scope and type of business, to protect a client or potential client of a licensee;
revoke a license in certain circumstances including if the licensee has not complied with the licensing criteria; and
request and obtain information from a licensee to ensure compliance with the Trusts Business Act, and to safeguard the interests of the licensee's clients.
The Trusts Business Act prohibits a person from becoming a 10% shareholder controller or a majority shareholder controller of a licensed company, unless such person provides written notice to the BMA of his intent to do so and the BMA does not object. It is an offense not to provide this notice. The definition of shareholder controller is set out in the Trusts Business Act, but generally refers to a person who, among other things, either alone or with any associate or associates (within the meaning of the Trusts Business Act) (i) holds 10% or more of the shares in the licensed company or another company of which it is a subsidiary company; or (ii) is entitled to exercise, or control the

exercise of 10% or more of the voting power at any general meeting of the licensed company or another company of which it is such a subsidiary. A "majority shareholder controller" is defined under the Trusts Business Act as a shareholder controller which, among other things, (i) holds 50% or more of the issued and outstanding shares in the licensed company; or (ii) is entitled to exercise, or control the exercise of 50% or more of the voting power at any general meeting of the licensed company.
The BMA may object to a person's notice of intent to become a 10% shareholder controller or majority shareholder controller or may object to an existing shareholder controller of any description where it appears to the BMA that, among other things, such person is not or is no longer a fit and proper person to be such a controller of the

licensed company. If the BMA objects, the BMA will provide such person with a written notice of objection. Prior to serving any such notice of objection, the BMA servesshall serve the person seeking to become a shareholder controller or serves anthe existing shareholder controller with a preliminary written notice stating that the BMA is considering service on that person of a notice of objection, stating, among other things, the reasons for the BMA's proposed objection. The statement of the BMA's reasons for theirits proposed objection will, however, be subject to the BMA's determination that such statement would not involve the disclosure of confidential information, the disclosure of which would be prejudicial to a third party. A person served with a preliminary written notice may, within a period of 28 days beginning with the day on which the notice is served, make written representations to the BMA and the BMA shall take any such representations into account in deciding whether to serve a notice of objection.
If three months pass from the date of notifying the BMA of a new shareholder controller or an increased shareholding/control beyond a shareholder controller's then current threshold, without the BMA serving a notice of objection, then the person may become a shareholder controller as requested in the notice. In practice, the BMA's procedure is generally to respond to a person's shareholder controller notification.
If a person becomes a shareholder controller or increases their shareholding control, in spite of the BMA's objection thereto, if a shareholder controller fails to comply with the foregoing notice requirements or if a shareholder controller continues as such after being given notice of objection to his or her being a shareholder controller, the BMA may take certain actions, including revoking the relevant license where a shareholder controller holding 50% or more of the shares of the licensed company is involved or mandating that any specified shares become subject to one or more of the following restrictions:
any transfer of or agreement to transfer those shares or, in the case of unissued shares, any transfer of or any agreement to transfer the right to be issued with them, will be void;
no voting rights may be exercisable in respect of the shares;
no further shares may be issued in right of them or pursuant to any offer made to their holder; or
except in liquidation, no payment may be made of any sums due from the licensed company on the shares, whether in respect of capital or otherwise.
A court in Bermuda may, on the application of the BMA, order the sale of any such shares. Any person may appeal to a tribunal constituted under the Trusts Business Act for a review of a notice of objection given by the BMA as described above. However, this right of appeal does not apply to a person in any case in which such person has failed to give a notice or has become or continued to be a controller in contravention of the Trusts Business Act. In addition, if a person has had its license revoked or has been subject to any of the restrictions set forth above, the tribunal may confirm or reverse the decision which is the subject of the appeal but shall not have power to vary it except:
where the decision was made to impose different restrictions or vary any restriction,them in a different way, the tribunal may direct the BMA to impose different restrictions; or
where the decision was to revoke a license, the tribunal may direct the BMA to restrict it instead.
In the event that the BMA imposes any of the restrictions listed above, the restrictions may apply to:
all shares of the licensed company of which the person in question is a shareholder controller that (i) are held by him or any associate of his, and (ii) were not so held immediately before he became such shareholder controller of the licensed company; and
all shares in another company where the person in question became a shareholder controller (i) as a result of the acquisition by him or any associate of his of shares in such other company, and (ii) the shares were not so held before he became a shareholder controller of such licensed company.
A company licensed under the Trusts Business Act must give written notice to the BMA in the event that any person has either become or ceased to be a controller or officer of such licensed company. The written notice is required to be given to the BMA within 14 days beginning with the day on which the licensed company becomes aware of the change in controller or officer. The definition of "controller" is set out in the Trusts Business Act but generally refers to (i) a shareholder controller, a managing director or chief executive officer of the licensed company or of another company of which it is a subsidiary,subsidiary; or (ii) a person whose duties include directing the actions of the board of directors of the licensed company or of another company of which it is a subsidiary,subsidiary; or (iii) a person whose duties include directing the actions of any shareholder controller of the licensed company. The definition of "officer" under the Trusts Business Act, includes a director, secretary or any senior executive.
Investment Business Act 2003
The Investment Business Act 2003 (the "Investment Business Act") prohibits any person from carrying on, or purporting to carry on, an investment business in or from within Bermuda unless that person holds a license granted under the Investment Business Act, or is exempted from holding a license. The Investment Business Act defines "investment business" broadly as the business of dealing in investments, arranging deals in investments, managing or offering investments and giving advice on investments.
Under the Investment Business Act, the BMA is given the authority to grant licenses and to supervise license holders. The BMA will only grant a license if it is satisfied that the applicant complies with licensing criteria set out in the Investment Business Act, which include (without limitation) that controllers and senior executives of the applicant are fit and proper persons to carry on such business, the applicant company's business is effectively directed by at least two individuals (unless the BMA otherwise approves), the Board of the applicant has a number of independent directors considered appropriate by the BMA, the applicant's business is conducted in a prudent manner, the position of the applicant in the group does not obstruct effective consolidated supervision and the applicant will carry on the investment business with integrity and professional skill appropriate to the nature and scale of its activities.
At the present time, the Bank's wholly owned subsidiaries Butterfield Trust (Bermuda) Limited, Butterfield Securities (Bermuda) Limited and Butterfield Asset Management Limited hold licenses under the Investment Business Act.
Under the Investment Business Act the BMA may require an accountant's report on a license holder to appointor the appointment of an inspector to carry out an investigation into the affairs of a license holder and toand/or demand the production of documents or information relating to the investment business of a license holder. The Investment Business Act also grants the BMA broad powers to enforce the provisions of the Investment Business Act, including (without limitation) powers to issue directions, to vary, suspend or cancel a license, to appoint a custodian manager of an offending investment business, to levy fines and to seek from the court injunctions and restitution orders. If the BMA considers that an investment provider knowingly and willfully has breached any condition imposed on its license, the licensing criteria or any other duty or obligation under the Investment Business Act, or has been carrying on investment business in a manner detrimental to the interest of its clients and creditors, or contrary to the public's interests, the BMA may issue a direction of compliance, or vary, suspend or cancel the license of the investment provider, appoint a custodian manager to manage the investment business, impose civil penalties, or publicly censure an investment provider.

The Investment Business Act prohibits a person from becoming a 10% shareholder controller or a majority shareholder controller of an investment provider, unless such person provides written notice to the BMA of his intent to do so and the BMA does not object. It is an offense not to provide this notice. The definition of 10% shareholder controller is set out in the Investment Business Act, but generally refers to a person who, among other things, either alone or with any associate or associates (within the meaning of the Investment Business Act) (i) holds 10% or more of the shares in the investment provider or its parent undertaking; or (ii) is entitled to exercise, or control the exercise of 10% or more of the voting power in the investment provider or in the parent undertaking. A "majority shareholder controller" is defined under the Investment Business

Act as a shareholder controller which (i) holds 50% or more of the issued and outstanding shares in the investment provider or its parent undertaking; or (ii) is entitled to exercise, or control the exercise of 50% or more of the voting power in the investment provider or in the parent undertaking.
The BMA may object to a person's notice of intent to become a 10% shareholder controller or majority shareholder controller or to an existing shareholder controller of any description where it appears to the BMA that, among other things, such person is not or is no longer a fit and proper person to be such controller of the licensed company. If the BMA objects, the BMA will provide such person with a written notice of objection. Prior to serving any such notice of objection, the BMA serves the person seeking to become a shareholder controller or will serve an existing shareholder controller with a preliminary written notice stating that the BMA is considering service on that person of a notice of objection, stating, among other things, the reasons for the BMA's proposed objection. The statement of the BMA's reasons for their proposed objection will, however, be subject to the BMA's determination that such statement would involve the disclosure of confidential information, the disclosure of which would be prejudicial to a third party. A person served with a preliminary written notice may, within a period of 28 days beginning with the day on which the notice is served, make written representations to the BMA and the BMA shall take any such representations into account in deciding whether to serve a notice of objection.
If three months pass from the date of notifying the BMA of a new shareholder controller or an increased shareholding/control beyond a shareholder controller's then current threshold, without the BMA serving a notice of objection, then the person may become a shareholder controller as requested in the notice. In practice, the BMA's procedure is generally to respond to a person's shareholder controller notification.
If a person becomes a shareholder controller or increases their shareholding/control in spite of the BMA's objection to his or her becoming a shareholder controller or if a shareholder controller fails to comply with the foregoing notice requirements or if a shareholder controller continues as such after being given notice of objection to his or her being a shareholder controller, the BMA may take certain actions, including revoking the relevant license where a shareholder controller holding 50% or more of the shares of the licensed company is involved or mandating that any specified shares become subject to one or more of the following restrictions:
any transfer of or agreement to transfer those shares or, in the case of unissued shares, any transfer of or any agreement to transfer the right to be issued with them, will be void;
no voting rights may be exercisable in respect of the shares;
no further shares may be issued in right of them or pursuant to any offer made to their holder; or
except in liquidation, no payment may be made of any sums due from the investment provider on the shares, whether in respect of capital or otherwise.
A court in Bermuda may, on the application of the BMA, order the sale of any such shares. Any person may appeal to a tribunal constituted under the Investment Business Act for a review of a notice of objection given by the BMA as described above. However, this right of appeal does not apply to a person in any case in which such person has failed to give a notice or has become or continued to be a controller in contravention of the Investment Business Act. In addition, if a person has had its license revoked or has been subject to any of the restrictions set forth above, the tribunal may confirm or reverse the decision which is the subject of the appeal but shall not have power to vary it except:
where the decision was made to impose or vary any restriction, the tribunal may direct the BMA to impose different restrictions or to vary them in a different way; or
where the decision was to revoke a license, the tribunal may direct the BMA to restrict it instead.
In the event that the BMA imposes any of the restrictions listed above, the restrictions may apply to:
all shares of the investment provider of which the person in question is a shareholder controller that (i) are held by him or any associate of his,his; and (ii) were not so held immediately before he became such shareholder controller of the investment provider; and
all shares in another company where the person in question became a shareholder controller (i) as a result of the acquisition by him or any associate of his of shares in such other company,company; and (ii) the shares were not so held before he became a shareholder controller of such investment provider.
A company licensed under the Investment Business Act must give written notice to the BMA in the event that any person has either become or ceased to be a controller or officer of such investment provider. The written notice is required to be given to the BMA within 14 days beginning with the day on which the investment provider becomes aware of the change in controller or officer. The definition of "controller" is set out in the Investment Business Act but generally refers to a shareholder controller, a managing director or chief executive officer of the investment provider or of another company of which it is a subsidiary, or a person whose duties include directing the actions of any shareholder controller of the investment provider. The definition of "officer" under the Investment Business Act, includes a director, secretary or any senior executive.
Bermuda Corporate Service Provider Business Act 2012
The Bermuda Corporate Service Provider Business Act 2012 (“BCSPB”CSPB”) regulates persons carrying on a corporate service provider business in Bermuda. “Corporate service provider business” in this context means the provision of any of the following services for a profit: (i) acting as a company formation agent; (b) providing nominee services, including (against(among other things) providing nominee shareholders; (c) providing administrative and secretarial services to companies or partnerships (including, among other things, providing a registered office and maintaining the books and records of a company or partnership); (d) performing functions in the capacity as a resident representative under various Bermuda statutes ;statutes; and (e) providing any other corporate or administrative services as may be specified in regulations made under the BCSPB.CSPB. Under the BCSPB,CSPB, the Bank or any of its subsidiaries are required to hold a corporate service provider license to lawfully provide corporate services to our customers in Bermuda, although a transitional period is currently in effect pending the determination of the initial round of corporate service provider license applications.Bermuda. Licensing under the BCSPBCSPB is administered by the BMA. Holding a license under the CSPB obliges the licensed undertaking to maintain a physical presence in Bermuda at which the licensed undertaking is directed and managed. A licensed undertaking is also required to hold all client funds separately from its own funds or funds held in respect of any other business and maintain such books of account and other records such that client funds may be readily identified at any time.
Pursuant to the provisions of the BCSPBCSPB any person who, together with their associates (within the meaning of the BCSPB)CSPB), intends to become either a shareholder controller or a majority shareholder controller of a BCSPBCSPB licensed entity, must first serve notice of their intent to do so on the BMA and either receive a notice of non-objection from the BMA, or wait for the expiration of a three month period starting from the date of the notice to the BMA without the BMA having served a written notice of objection. A “shareholder controller” under the BCSPBCSPB is any person who, either alone or with any associate or associates, (i) holds 10% or more of shares of the licensed entity (if it is a company) or 10 %10% or more of another company of which the licensed entity is a subsidiary; (ii) is entitled to control or control the exercise of 10% or more of the voting power at any general meeting of the licensed entity (if it is a company) or of another company of which the licensed entity is a subsidiary; or (iii) is able to exercise a significant influence over the management of a licensed entity or of another company of which the licensed entity is a subsidiary by virtue of holding shares in or an entitlement to exercise or control

the exercise of the voting power at any general meeting of either the licensed entity (if it is a company) or its holding company. A “majority shareholder controller” under the BCSPBCSPB has the same meaning as limbs (i) and (ii) in the preceding sentence, save that the relevant percentage threshold for ownership is 50% or more.
In addition to the requirement to notify and obtain BMA non-objection (whether express or deemed) of any change in shareholder controller or majority shareholder controller of a BCSPBCSPB licensed entity, if at any time it appears to the BMA that a person who is a “controller” of any description of a BCSPBCSPB licensed entity is not a fit and proper person for such role, the BMA may serve a written notice of objection to that controller; provided that, before serving such a notice, the BMA must serve that person with a preliminary written notice stating that the BMA is considering service on that person of a notice of objection, specifying the reasons for which it appears to the BMA why that person is not or is no longer a fit and proper person and advising as to the rights of that person to make written representations to the AuthorityBMA within 28 days beginning on the

day on which such notice is served, and that such written representations shall be taken into account by the AuthorityBMA in deciding whether to serve a notice of objection. For these purposes a “controller” includes (i) a managing director of a licensed entity or the licensed entity’s holding company; (ii) the CEO of the licensed entity or the licensed entity’s holding company; and (iii) a person in accordance with whose directions or instruction the directors of the licensed entity (or its holding company) are accustomed to act. Upon determining that any individual is not a fit and proper person, the BMA may pass a prohibition order, thereby preventing that individual from exercising any functions in connection with any business requiring licensing under the BCSPB.CSPB. Furthermore, under the BCSPB,CSPB, a licensed entity is required to give written notice to the BMA of any person becoming or ceasing to be a controller or an “officer” (director, company secretary or senior executive) of the licensed entity.
Breaches of the BCSPBCSPB are punishable by a range of criminal and civil penalties including fines, imprisonment and public censure; breaches can result in the licensed entity losing its license and therefore its ability to conduct corporate service provider business. The BMA is also empowered to restrict a controller’s ability to sell any shares (and exercise any rights in respect of such shares) held by the controller in a BCSPBCSPB licensed entity if they continue to be or become a controller following a confirmed notice of objection from the BMA.
Companies Act 1981
As a local company incorporated in Bermuda, the Bank is subject to the Companies Act 1981 (the "Companies Act"). Under section 114 of the Companies Act, no local company may carry on business of any sort in Bermuda unless, among other things, (i) it complies with the control and ownership requirements set out in Part I of the Third Schedule of the Companies Act; (ii) it is licensed under section 114B of the Companies Act and is carrying on such business in accordance with the terms and conditions imposed in such license; or (iii) its shares are listed on a designated stock exchange and the company is engaged as a business in a material way in a prescribed industry pursuant to section 114(1)(e) of the Companies Act.
In December 2000, the Minister of Finance issued to the Bank a license pursuant to section 114B of the Companies Act allowing the Bank to carry on business in Bermuda without complying with certain provisions of the Third Schedule to the Companies Act. Effective June 10, 2016, the Bank relinquished its section 114B license and carries on business in Bermuda without complying with the provisions of the Third Schedule in reliance upon the exemption in section 114(1)(e) of the Companies Act. The Bank qualifies for this statutory exemption by virtue of (i) the listing of the Bank's shares on the BSX, which is a "designated stock exchange" for the purposes of the Companies Act and (ii) the Bank's material business of banking, which is a "prescribed industry" for the purposes of the Companies Act.
Exchange Control
The Bank is designated as resident in Bermuda for exchange control purposes.
The BMA has given its consent for the issue and free transferability of all of the common shares that are the subject of this offering to and between non-residents of Bermuda for exchange control purposes, provided the Bank's shares remain listed on an appointed stock exchange, which includes the NYSE. Approvals or permissions given by the BMA do not constitute a guarantee by the BMA as to our performance or our creditworthiness. Accordingly, in giving such consent or permissions, the BMA shall not be liable for the financial soundness, performance or default of our business or for the correctness of any opinions or statements expressed in this report. Certain issues
Financial Crime Regulation
Bermuda has enacted a number of laws relating to combating money laundering and transfersterrorist financing. The Proceeds of common shares involvingCrime Act 1997 (as amended), the Anti-Terrorism (Financial and other Measures) Act 2004, the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Supervision and Enforcement) Act 2008 and the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008, the Financial Intelligence Agency Act 2007, and the Anti-Terrorism (Financial and Other Measures) (Businesses in Regulated Sector) Order 2008.
The Bank may be regulated together with its branches and subsidiaries in respect of anti-money laundering and anti-terrorist financing policies and procedures as a “financial group” if so designated by the Bermuda minister responsible for justice. Furthermore, under the Bribery Act 2016 of Bermuda, the Bank may be guilty of an offense if persons deemed residentassociated with the Bank (which can include the Bank’s employees, agents or subsidiaries) bribe another person intending to obtain or retain business for the Bank or to obtain or retain an advantage in Bermudathe conduct of business for exchange control purposes require the specific consent ofBank. It is a defense to such offenses if the BMA.Bank proves that it has in place adequate procedures designed to prevent persons associated with the Bank from undertaking such bribery.
Stamp Duty
Stamp duty is a tax in Bermuda imposed on written documents. The governing legislation is the Stamp Duties Act 1976, as amended (the "Stamp Duties Act"). The Stamp Duties Act sets out the instruments that are subject to stamp duty, which generally include certain instruments or documents as specified in the Stamp Duties Act that are executed in Bermuda or, if executed outside of Bermuda, are then brought into Bermuda.
There are certain limited stamp duty exemptions under the Bermuda Stock Exchange Company Act 1992 (the ‘‘BSX Act’’), which extend to local companies, the securities of which are listed on the BSX. The Bank’s common shares are currently listed on the NYSE and BSX. Pursuant to the BSX Act, the provisions of the Stamp Duties Act will not apply to any instrument which relates to (i) a conveyance or transfer on sale, (ii) a conveyance or transfer to effect or having the effect of a voluntary disposition inter vivos, or (iii) any agreement for the lending and borrowing, of any securities which are listed on the BSX. Accordingly, for so long as the common shares of the Bank remain listed on the BSX (and to the extent any other securities issued by the Bank are listed on the BSX), the forgoing stamp duty exemptions under the BSX Act would apply. However, dealings in the Bank’s common shares beyond the limited exemptions under the BSX Act may attract stamp duty under various heads of the Schedule to the Stamp Duties Act. For example, ad valorem stamp duty may be payable (i) where security is granted over shares of the Bank, (ii) where shares of the Bank form part of a deceased’s estate and probate is sought, and (iii) on a share certificate where the share is issued by the Bank for the first time at a premium in excess of the par value thereof.
The Stamp Duties Act prescribes the persons liable to pay the stamp duty, whether the amount of duty is a fixed or ad valorem amount and the time period in which the duty must be paid, depending on the nature of the instrument. The Stamp Duties Act also sets out the consequences for failure to stamp instruments which are subject to duty.
Generally, if a stampable document has been executed in Bermuda or has been executed outside of Bermuda and then brought into Bermuda and stamp duty is not paid, the document is not valid for any purpose (including registration) in Bermuda, until such time as it is stamped. In addition, a stampable document which is not stamped

(i) is not admissible in court proceedings in Bermuda, except in criminal proceedings or stamp duty violation prosecutions; and (ii) may not be acted upon, filed, or registered by any public official or by any company. Anyone trying to evade payment of stamp duty commits an offence andFor any instrument which is liable to prosecution and penalty.stamp duty that is not duly stamped, every person who is specified in the Stamp Duties Act as liable for stamping commits an offense.
Limits on Shareholding
Generally, limits are imposed by the Companies Act on the percentage of shares in a local company carrying on business in Bermuda which may be held by persons who are non-Bermudian as that term is defined in the Companies Act. As described above, although the Bank relies on an exemption under section 114(1)(e) of the Companies Act to these ownership requirements and related control requirements, the bye-laws of the Bank currently restrict the voting rights of a person who is not "Bermudian" (as such term is defined in the Companies Act) and who is "interested" (as such term is defined in the bye-laws) in the Bank's shares of the Bank which constitutesconstitute more than 40% of all shares then issued and outstanding is not entitled to vote the shares which are in excess of such 40% interest at any general meeting without the prior written approval of the Minister of Finance.
In addition, there are certain prior approval requirements pursuant to the BDCA, the Trusts Business Act and the Investment Business Act with respect to any person who seeks to become a "shareholder controller" (as defined underin each of those Acts) of the Bank.
Deposit Insurance Scheme
Pursuant to the Deposit Insurance Act 2011 and the Deposit Insurance Rules 2016 of Bermuda, a Deposit Insurance Scheme (“DIS”) has come into effect in Bermuda. The DIS is administered by the Bermuda Deposit Insurance Corporation. The DIS is designed to protect the deposits of individuals, charities, unincorporated associations, partnerships, sole proprietors and small businesses by guaranteeing up to $25,000 of their aggregate Bermuda Dollar deposits in the event of a Bermuda deposit taking

institution’s failure. The DIS is backed by a Deposit Insurance Fund which is in turn funded from premium contributions that are payable by all banks and credit unions licensed by the BMA . As a bank licensed by the BMA, we are required to be a member of the DIS and pay contributions to the Deposit Insurance Fund. Currently, our premium contribution is calculated by the Bermuda Deposit Insurance Corporation as 0.25% per annum of the average total amount of our Bermuda Dollar deposits that are covered by the DIS guarantee over a rolling three monththree-month period based on information disclosed by us to the Bermuda Deposit Insurance Corporation, with our initial contribution backdated to July 1, 2016.Corporation. Each contribution to the Deposit Insurance Fund (including the initial contribution) is payable every three months in arrears.
Personal Information Protection Act, 2016
Bermuda’s principal data protection legislation is the Personal Information Protection Act 2016 (“PIPA”). PIPA applies to every organization (which includes any individual, entity or public authority) that uses personal information in Bermuda where that personal information is used by automated or other means which form, or are intended to form, part of a structured filing system. For the purposes of PIPA, “personal information” means any information about an identified or identifiable individual (meaning a natural person), and “use” or “using” are very broadly defined and effectively include possessing or carrying out any operation on personal information. The Bank uses and holds individuals’ personal information in Bermuda, so must comply with the provisions of PIPA.
The majority of the operative provisions of PIPA, which include certain personal information privacy rights for individuals and specific obligations on organizations that control the processing of personal information, are not yet in force in Bermuda. The first Bermuda Privacy Commissioner was appointed with effect from January 20, 2020, and this appointment is an important step in bringing the remaining operative provisions of PIPA into force. However, as of February 2020 there is still no clear timetable for the publication of PIPA codes of practice or the actual implementation of the remaining operative provisions.
The Cayman Islands
The Cayman Islands Monetary Authority("CIMA")
Our activities in the Cayman Islands are monitored by CIMA. CIMA is responsible for currency management, regulation and supervision of the Cayman Islands financial services sector (which includes securities and investments business, banking, insurance and fiduciary services), advice to the Cayman Islands government and cooperation with overseas regulatory authorities. CIMA's principal focus is to promote and maintain a sound financial system in the Cayman Islands and to promote and enhance market confidence, consumer protection and the reputation of the Cayman Islands as a financial center.
CIMA has broad statutory powers of enforcement. These powers are intended to permit CIMA to have access to information held or maintained by a licensee as necessary and to enable CIMA to take appropriate remedial action if a licensee is in default of its obligations under applicable laws.
Relevant Legislation/Regulations
Banks & Trust Companies Laws (2013Law (2020 Revision)
The Banks and Trust Companies Law (2013(2020 Revision) (the "BATCL") provides that it is an offense to conduct banking business or trust business without the appropriate license. Bank of Butterfield (Cayman) Limited holds a category "A" banking license and a trust license, both issued by CIMA.
The BATCL is supplemented by certain regulations which, among other things, prescribe the fees that are payable by licensees and certain information that must be submitted to CIMA in connection with any license application.
Licensees must adhere to certain capital adequacy requirements and must file audited financial statements with CIMA within three months of their financial year-end. Prior written approval of CIMA is required in a number of circumstances including, but are not limited to, the issue, transfer or disposal of any shares, the appointment of a new director or senior officer or where the licensee wishes to conduct business that deviates from its business plan submitted at the time of its license application.
Securities Investment Business Law (2015(2020 Revision), as amended
The Securities Investment Business Law (2015(2020 Revision), as amended (the "SIBL") provides that a person shall not carry on, or purport to carry on, securities investment business in or from the Cayman Islands unless that person is for the time being licensed under SIBL or is exempted from the requirement to hold a license pursuant to SIBL. Butterfield Bank (Cayman) Limited holds a securities investment business license, issued by CIMA, to conduct its business.
SIBL is essentially designed to achieve the licensing and regulation of securities investment providers and applies to (i) any company, foreign company or partnership incorporated or registered in the Cayman Islands and carrying on "securities investment business" anywhere in the world, or (ii) any entity which has a "place of business" in the Cayman Islands through which "securities investment business" is carried on. The entity need not have a physical presence in the Cayman Islands in order for such entity to fall within the ambit of SIBL.

Certain activities are explicitly excluded that would otherwise fall within the definition of securities investment business. In addition, SIBL exempts certain persons who are engaged in securities investment business with, among other things, sophisticated or high net worth persons (as such terms are defined in SIBL) from the full licensing requirements of SIBL, provided that they file an annual declaration with CIMA and pay an annual fee.
Insurance Law, 2010 (as amended)
CIMA regulates the insurance industry in the Cayman Islands pursuant to the Insurance Law, 2010 (as amended) (the "IL"). Such regulation includes licensing, ongoing supervision, and enforcement.
Pursuant to the IL, a company is required to hold a license in order to carry on insurance or reinsurance business or business as an insurance agent, insurance broker or insurance manager in or from the Cayman Islands. Bank of Butterfield (Cayman) Limited (which is not itself an insurer) holds an insurance agent license, issued by CIMA, permitting it to solicit domestic business on behalf of not more than one general insurer and one long term insurer.
Companies Laws (2016Law (2020 Revision) as amended
Butterfield Bank (Cayman) Limited is an ordinary resident company incorporated in the Cayman Islands, meaning that, subject to it being licensed under the BTCL,BATCL, it can carry on business within the Cayman Islands. Butterfield Bank (Cayman) Limited is required to comply with the requirements of the Companies Law (2016(2020 Revision), as amended, this being the principal statute governing the incorporation and ongoing operations of the Cayman Islands companies.
MoneyAnti-Money Laundering Regulations (2015(2020 Revision); Proceeds of Crime Law (2016(2019 Revision); and Terrorism Law (2015(2018 Revision), each as amended
Butterfield Bank (Cayman) Limited is subject to the MoneyAnti-Money Laundering Regulations (2015(2020 Revision) (the "Regulations") made pursuant to the Proceeds of the Crime Law (2016(2019 Revision) (the "PCL""PCL"), each as amended. The Regulations apply to anyone conducting "relevant financial business" in or from the Cayman Islands intending to form a business relationship or carry out a one-off transaction. The Regulations require a financial service provider to maintain certain anti-money laundering procedures including those for the purposes of verifying the identity and source of funds of an "applicant for business" except in certain circumstances, including where an entity is regulated by a recognized overseas regulatory authority and/or listed on a recognized stock exchange in an approved jurisdiction. In addition, if any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct, or is involved with terrorism or terrorist property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (the "FRA"), pursuant to the PCL, if the disclosure relates to criminal conduct or money laundering,laundering; or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Law 20152018 Revision), if the disclosure relates to involvement with terrorism or terrorist financing and property.
The Cayman Islands Data Protection Law, 2017
The Data Protection Law (the “DPL”) came into force on September 30, 2019 and establishes a framework of rights and duties designed to safeguard individuals’ personal data, balanced against the need of public authorities, businesses and organizations to collect and use personal data for legitimate purposes. The DPL was developed in line with international best practices while ensuring that it reflects the specific needs of the Cayman Islands. It is based substantially on the Data Protection Act, 1998 of the United Kingdom. The DPL defines “personal data” very widely to include any data which enables a living individual to be identified.
In common with most businesses, Butterfield Bank (Cayman) Limited records information in respect of individuals, particularly those who are employees, clients or suppliers, and the obligations under the DPL require a detailed review or establishment of policies and procedures in order to achieve compliance. Non-compliance with the DPL may have serious ramifications.
The DPL is centered on eight data protection principles under which personal data must:
be processed fairly and only when specific conditions are met, including where consent has been given, where there is a legal obligation, or where it is necessary for the performance of a contract to which the data subject is a party. Additional conditions apply in respect of “sensitive personal data” (examples of which include racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, health, sex life and offences);
be obtained only for one or more specified lawful purposes, and shall not be further processed in any manner incompatible with such purposes;
be adequate, relevant and not excessive in relation to the purpose or purposes for which they are collected or processed;
be accurate and, where necessary, kept up to date;
not be kept for longer than is necessary for the purpose;
be processed in accordance with the rights of individuals as specified under the DPL;
be protected by appropriate technical and organizational measures against unauthorized or unlawful processing, and against accidental loss, destruction or damage; and
not be transferred abroad unless the country or territory to which it is transferred ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data.
Under the DPL, individuals have the right to be informed how personal data is processed and Butterfield Bank (Cayman) Limited is required to provide individuals with a privacy notice in this regard. Individuals also have the right (i) to request access to their personal data, (ii) to request rectification or correction of personal data, (iii) to request that processing of personal data be stopped or restricted and (iv) to require Butterfield Bank (Cayman) Limited to cease processing personal data for direct marketing purposes.
Individuals who believe that their personal data has been handled incorrectly or are not satisfied with responses from Butterfield Bank (Cayman) Limited to any requests made regarding the use of their personal data have a right under the DPL to complain to the Cayman Islands’ Ombudsman.
The Bahamas
The Central Bank of The Bahamas
Butterfield Trust (Bahamas) Limited has been granted a license from the Central Bank of The Bahamas to conduct trust business from within The Bahamas. As the primary regulator of Butterfield Trust (Bahamas) Limited, the Central Bank of The Bahamas is responsible for the regulation and supervision of Butterfield Trust (Bahamas) Limited with respect to all of its operations, corporate governance issues, and compliance with applicable laws and regulations. The Central Bank of The Bahamas' regulations on capital adequacy and the regulatory framework within The Bahamas take into account the recommendations of the BCBS.

Relevant Legislation/Regulations
The Banks and Trust Companies Regulation Act and Regulations
The Banks and Trust Companies Regulation Act and Regulations set forth the basic provisions relating to the licensing and operations of banks and trust companies in The Bahamas, as well as the powers of the Central Bank of The Bahamas to supervise and audit the activities of such entities. As it relates to the preservation of confidentiality, the Banks and Trust Companies Regulation Act makes it an offense for certain individuals to disclose without customer consent, inter alia, the identity, assets, liabilities, transactions or accounts of a customer of a licensee, save for in specified circumstances.
The Central Bank of The Bahamas Act and Regulations
The Central Bank of The Bahamas Act provides general provisions relating to the structure and operation of the Central Bank of The Bahamas, the regulatory reporting required to be submitted to the Central Bank of The Bahamas by the licensees and the penalties that may be imposed for failure to comply with the orders of the Central Bank of The Bahamas. From time to time, the Central Bank issues regulations, guidelines and policies which are available on its website.
Financial Intelligence and Reporting
The Financial Intelligence Unit Act provides for the establishment of the financial intelligence unit organization in The Bahamas that is responsible for receiving, analyzing, obtaining and disseminating information which relates to or may relate to the proceeds of offenses under the Proceeds of Crime Act or the Anti-Terrorism Act.
The Financial Transactions Reporting Act and Regulations provides the basic requirements applicable to financial institutions in The Bahamas with respect to verifying the identities of facility holders and bank customers, the obligation to report suspicious transactions to the financial intelligence unit, and minimum record retention policies and procedures.
Data Protection (Privacy of Personal Information) Act
This Data Protection (Privacy of Personal Information) Act makes provision for the protection of the privacy of the personal data of individuals and the regulation of its collection, processing, keeping, use and disclosure.
Other Relevant Legislation
Butterfield Trust (Bahamas) Limited is also subject to various other acts and regulations, including the Proceeds of Crime Act, which sets forth that it is a crime in The Bahamas for a person to conceal, transfer or deal with the proceeds of criminal conduct (such as money laundering) and the Anti-Terrorism Act, which sets forth that it is a crime in The Bahamas for a person to provide or collect funds or provide financial services or make such services available to persons with the intention that such funds or services are to be used in full or in part to carry out a terrorist act. In addition to the laws and regulations set forth above, Butterfield Trust (Bahamas) Limited is also obligated to comply with the guidelines released by the Central Bank of The Bahamas from time to time.
Guernsey
Guernsey Financial Services CommissionThe Bahamas
Our activities in Guernsey are monitored byThe Central Bank of The Bahamas
Butterfield Trust (Bahamas) Limited has been granted a license from the Guernsey Financial Services Commission (the "GFSC") throughCentral Bank of The Bahamas to conduct trust business from within The Bahamas. As the primary regulator of Butterfield Trust (Bahamas) Limited, the Central Bank of The Bahamas is responsible for the regulation and supervision of Butterfield Trust (Bahamas) Limited with respect to all of its Probabilityoperations, corporate governance issues, and Risk Impact System.compliance with applicable laws and regulations. The primary objectiveCentral Bank of The Bahamas' regulations on capital adequacy and the regulatory framework within The Bahamas take into account the recommendations of the GFSC isBCBS.

Relevant Legislation/Regulations
The Banks and Trust Companies Regulation Act and Regulations
The Banks and Trust Companies Regulation Act and Regulations set forth the basic provisions relating to regulatethe licensing and operations of banks and trust companies in The Bahamas, as well as the powers of the Central Bank of The Bahamas to supervise finance businessesand audit the activities of such entities. As it relates to the preservation of confidentiality, the Banks and Trust Companies Regulation Act makes it an offense for certain individuals to disclose without customer consent, inter alia, the identity, assets, liabilities, transactions or accounts of a customer of a licensee, save for in specified circumstances.
The Central Bank of The Bahamas Act and Regulations
The Central Bank of The Bahamas Act provides general provisions relating to the Bailiwickstructure and operation of Guernsey ("Guernsey," or the "Bailiwick"). Almost all financial service activities in Guernsey areCentral Bank of The Bahamas, the regulatory reporting required to be licensedsubmitted to the Central Bank of The Bahamas by the GFSC. Once licensed,licensees and the businesses are subjectpenalties that may be imposed for failure to comply with the regulation, oversight, investigatory, information gathering and enforcement powersorders of the GFSC.
Central Bank of The various divisions ofBahamas. From time to time, the GFSC perform regular visits with the purpose of understanding the businessCentral Bank issues regulations, guidelines and reviewing the risk management and internal control environment (including monitoring and any outsourced functions). Such visits also monitor compliance with applicable law and regulation.
In addition to conducting on-site reviews, the GFSC has a continuing duty to determine whether entities it regulates and the persons who own or run them remain fit and proper. Licensees therefore have a statutory obligation to notify the GFSC of various changes,policies which are set out in comprehensive rulesavailable on its website.
Financial Intelligence and regulations. The GFSC also requires financial services businesses to submit periodic returns for statistical analysis and inclusion in thematic studies.
The GFSC has wide powers of enforcement to address shortcomings and breaches by financial services businesses. These range from private warnings and reprimands to revocation and suspension of applicable licenses and consents and criminal prosecution, among others.
The Banking Supervision (Bailiwick of Guernsey) Law, 1994
The Banking Supervision (Bailiwick of Guernsey) Law, 1994 (the "BSL") provides that no person shall in the Bailiwick accept a deposit in the course of carrying on, whether in the Guernsey or elsewhere, a deposit-taking business under the authority of and in accordance with the condition of a license granted by the GFSC. Butterfield Bank (Guernsey) Limited holds a license under the BSL. In order to be granted a license, a company's business must be carried on with prudence, integrity, professional skills and in a manner which will not tend to bring the Bailiwick into disrepute. The business must also be directed by at least two individuals who are resident in the Bailiwick of Guernsey with appropriate standing and experience and sufficiently independent of each other. Businesses must also adhere to codes, principles, rules and instructions issued from time to time.
Regulation of Fiduciaries, Administration Businesses and Company Directors (Bailiwick of Guernsey) Law 2000
The Regulation of Fiduciaries, Administration Businesses and Company Directors (Bailiwick of Guernsey) Law 2000 (the "Guernsey Fiduciaries Law") provides that only a person licensed by the GFSC under the Guernsey Fiduciaries Law can operate fiduciary businesses, which includes:
formation, management and administration or trusts;
company or corporate administration;
provision of executorship services; and
the formation and management of foundations.
The GFSC can grant two different categories of license, including a full fiduciary license, which can only be granted to a company or a partnership, and a personal fiduciary license. The full fiduciary license covers any director, manager, partner or employee acting in the course of their employment.
The Protection of Investors (Bailiwick of Guernsey) Law, 1987
Under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the "POI Law"), a person shall not (subject to certain exemptions) carry on, or hold himself out as carrying on, any controlled investment business in or from within the Bailiwick, except under and in accordance with the terms of a license. For the purposes of the POI Law, a controlled investment includes collective investment schemes and general securities and derivatives. All Guernsey domiciled funds have to be authorized by or registered with the GFSC and be administered by a Guernsey licensed administrator. In addition, open-ended funds must also have a Guernsey licensed custodian.Reporting
The Financial Services Commission (BailiwickIntelligence Unit Act provides for the establishment of Guernsey) Law, 1987the financial intelligence unit organization in The Bahamas that is responsible for receiving, analyzing, obtaining and disseminating information which relates to or may relate to the proceeds of offenses under the Proceeds of Crime Act or the Anti-Terrorism Act.
The Financial Services Commission (BailiwickTransactions Reporting Act and Regulations provides the basic requirements applicable to financial institutions in The Bahamas with respect to verifying the identities of Guernsey) Law, 1987 provides thatfacility holders and bank customers, the general functionsobligation to report suspicious transactions to the financial intelligence unit, and minimum record retention policies and procedures.
Data Protection (Privacy of Personal Information) Act
This Data Protection (Privacy of Personal Information) Act makes provision for the protection of the GFSC are to superviseprivacy of the finance business in the Bailiwick, to counter financial crimepersonal data of individuals and the financingregulation of terrorismits collection, processing, keeping, use and disclosure.
Other Relevant Legislation
Butterfield Trust (Bahamas) Limited is also subject to maintain confidencevarious other acts and regulations, including the Proceeds of Crime Act, which sets forth that it is a crime in the Bailiwick's reputation as an international finance center.
The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999
The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 established certain offenses in connectionBahamas for a person to conceal, transfer or deal with the proceeds of criminal conduct including concealing of transferring(such as money laundering) and the proceeds ofAnti-Terrorism Act, which sets forth that it is a crime assisting anotherin The Bahamas for a person to retainprovide or collect funds or provide financial services or make such services available to persons with the proceeds of criminal conduct, acquisition, possessionintention that such funds or use of proceeds of criminal conduct and tipping-off.
The Terrorism and Crime (Bailiwick of Guernsey) Regulations, 2007
The Terrorism and Crime (Bailiwick of Guernsey) Regulations, 2007 provides forservices are to be used in full or in part to carry out a positive obligation on businesses to report internally any suspicions of money laundering. A money laundering reporting officer must be appointed to fulfill this function and to make disclosureterrorist act. In addition to the relevant division of Guernsey's police unit.
United Kingdom
Regulatory Regime
Priorlaws and regulations set forth above, Butterfield Trust (Bahamas) Limited is also obligated to January 2017, our activities in the UK took place through Butterfield Bank (UK) Limited ("BBUK") and consisted of various banking and investment services businesses, including lending, administering and advising on regulated mortgage contracts (including consumer buy to let business), and arranging deals in, and managing investments. Throughout 2016, we wound down the private banking business, deposit-taking and investment management services of BBUK. We continue to provide UK residential property lending services and family office services through an entity now known as Butterfield Mortgages Limited (“Butterfield UK”).
The primary legislation governing the provision of Butterfield UK's services is the Financial Services and Markets Act 2000 and its secondary regulations ("FSMA"). FSMA requires that in order to carry on mortgage and investment services in the UK, a firm must be authorized (or exempt) and have the necessary permissions. Butterfield UK is authorized and has permissions to enter into, advise on and administer regulated mortgage contracts and to provide certain investment services.

Because its permissions are limited to mortgage and investment activities, Butterfield UK is, as of January 2017, only regulated by the Financial Conduct Authority ("FCA") and not by the Prudential Regulation Authority ("PRA"), which regulates banks and insurers. The FCA has responsibility for regulating the conduct of the business of Butterfield UK. On December 21, 2016, Butterfield UK ceased to be authorized as a bank and therefore ceased to be regulated by the PRA.
Butterfield UK must comply with the FCA handbook which contains detailed rules and guidance in respectguidelines released by the Central Bank of governance and conduct matters. The FCA's Principles for Business require, among other things, that Butterfield UK conducts its business with integrity and due skill, care and diligence and deal with its regulators in an open and co-operative way. In addition, certain directors and approved persons of Butterfield UK are subjectBahamas from time to statements of principle and a code of practice that describes behaviors expected of persons operating in the regulated sector.time.
ControlGuernsey
FSMA requires any person seeking to obtain (and in certain circumstances increase) control over Butterfield UK to first get approval from the FCA. A person will become a controller if it holds (itself or with another where they are acting together) (i) 10% or more in the shares of Butterfield UK or in any parent undertaking; or (ii) 10% or more of the voting power in Butterfield UK or any parent.
The Companies Act 2006 requires that UK incorporated companies maintain a register of persons who have significant control over them. A person will be considered to have significant control if it holds (itself or with another where they are acting together) 25% or more of the company's shares or voting rights or has the ability to appoint a majority of the board of directors.
Capital
Butterfield UK is subject to capital rules under the FCA's Prudential sourcebook for Mortgage and Home Finance Firms and Insurance Intermediaries handbook (MIPRU). The MIPRU capital rules stipulate the minimum level and quality of capital that must be maintained to support the activities carried on.
AML and Financial Crime
Butterfield UK is subject to a range of legislation at a UK and European level requiring it to take steps to detect and prevent potential money laundering, financial crime or terrorist financing. The FCA and HM Treasury have investigatory powers in relation to suspected breaches.
Relevant legislation at the EU level is the Third Money Laundering Directive (2005/60) and, in the future, the Fourth Money Laundering Directive (2015/849) due to be implemented in the UK before June 26, 2017. From July 3, 2016, Butterfield UK has been subject to the Market Abuse Regulation (596/2014) and the Directive on criminal sanctions for market abuse (2014/57/EU) ("CSMAD") which have introduced a strengthened EU market abuse regime, incorporating a wide range of tougher sanctions which include criminal sanctions (under CSMAD) for the most serious market abuse cases.
At the UK level, Butterfield UK must comply with its obligations under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Anti-terrorism, Crime and Security Act 2001, Counter-Terrorism Act 2008 (Schedule 7), the Transfer of Funds (Information on the Payer) Regulations 2007, the Money Laundering Regulations 2007 and certain specific obligations in FSMA (in particular with respect to market abuse and insider dealing) and the FCA Handbook. Together, this legislation requires regulated firms to create appropriate and risk-sensitive policies and procedures in relation to customer due diligence procedures and monitoring of transactions, to avoid financing terrorism or money laundering or facilitating either of these, to avoid dealing with certain persons specified by HM Treasury, and to disclose suspicious activity to the relevant regulatory authorities.
Butterfield UK must also comply with legislation of third countries to the extent that such legislation has extra-territorial effect and is applicable to it. Examples of this are the US PATRIOT Act of 2001 and The Foreign Account Tax Compliance Act ("FATCA") of 2010.
The Bahamas
The Central Bank of The Bahamas
Butterfield Trust (Bahamas) Limited has been granted a license from the Central Bank of The Bahamas to conduct banking and trust business from within The Bahamas. As the primary regulator of Butterfield Trust (Bahamas) Limited, the Central Bank of The Bahamas is responsible for the regulation and supervision of Butterfield Trust (Bahamas) Limited with respect to all of its operations, corporate governance issues, and compliance with applicable laws and regulations. The Central Bank of The Bahamas' regulations on capital adequacy and the regulatory framework within The Bahamas take into account the recommendations of the BCBS.

Relevant Legislation/Regulations
The Banks and Trust Companies Regulation Act and Regulations
The Banks and Trust Companies Regulation Act and Regulations set forth the basic provisions relating to the licensing and operations of banks and trust companies in The Bahamas, as well as the powers of the Central Bank of The Bahamas to supervise and audit the activities of such entities. As it relates to the preservation of confidentiality, the Banks and Trust Companies Regulation Act makes it an offense for certain individuals to disclose without customer consent, inter alia, the identity, assets, liabilities, transactions or accounts of a customer of a licensee, save for in specified circumstances.
The Central Bank of The Bahamas Act and Regulations
The Central Bank of The Bahamas Act provides general provisions relating to the structure and operation of the Central Bank of The Bahamas, the regulatory reporting required to be submitted to the Central Bank of The Bahamas by the licensees and the penalties that may be imposed for failure to comply with the orders of the Central Bank of The Bahamas. From time to time, the Central Bank issues regulations, guidelines and policies which are available on its website.
Financial Intelligence and Reporting
The Financial Intelligence Unit Act provides for the establishment of the financial intelligence unit organization in The Bahamas that is responsible for receiving, analyzing, obtaining and disseminating information which relates to or may relate to the proceeds of offenses under the Proceeds of Crime Act or the Anti-Terrorism Act.
The Financial Transactions Reporting Act and Regulations provides the basic requirements applicable to financial institutions in The Bahamas with respect to verifying the identities of facility holders and bank customers, the obligation to report suspicious transactions to the financial intelligence unit, and minimum record retention policies and procedures.
Data Protection (Privacy of Personal Information) Act
This Data Protection (Privacy of Personal Information) Act makes provision for the protection of the privacy of the personal data of individuals and the regulation of its collection, processing, keeping, use and disclosure.
Other Relevant Regulations

Legislation
Butterfield Trust (Bahamas) Limited is also subject to various other acts and regulations, including the Proceeds of Crime Act, which sets forth that it is a crime in The Bahamas for a person to conceal, transfer or deal with the proceeds of criminal conduct (such as money laundering) and the Anti-Terrorism Act, which sets forth that it is a crime in The Bahamas for a person to provide or collect funds or provide financial services or make such services available to persons with the intention that such funds or services are to be used in full or in part to carry out a terrorist act. In addition to the laws and regulations set forth above, Butterfield Trust (Bahamas) Limited is also obligated to comply with the guidelines released by the Central Bank of The Bahamas from time to time.
Guernsey
Guernsey Financial Services Commission
Our activities in Guernsey are monitored by the Guernsey Financial Services Commission (the "GFSC") through its Probability Risk and Impact System. The primary objective of the GFSC is to regulate and supervise finance businesses in the Bailiwick of Guernsey ("Guernsey," or the "Bailiwick"). Almost all financial service activities in Guernsey are required to be licensed by the GFSC. Once licensed, the businesses are subject to the regulation, oversight, investigatory, information gathering and enforcement powers of the GFSC.
The various divisions of the GFSC perform regular visits with the purpose of understanding the business and reviewing the risk management and internal control environment (including monitoring and any outsourced functions). Such visits also monitor compliance with applicable law and regulation.
In addition to conducting on-site reviews, the GFSC has a continuing duty to determine whether entities it regulates and the persons who own or run them remain fit and proper. Licensees therefore have a statutory obligation to notify the GFSC of various changes, which are set out in comprehensive rules and regulations. The GFSC also requires financial services businesses to submit periodic returns for statistical analysis and inclusion in thematic studies.
The GFSC has wide powers of enforcement to address shortcomings and breaches by financial services businesses. These range from private warnings and reprimands to revocation and suspension of applicable licenses and consents, fines and referral for criminal prosecution, among others.
The Banking Supervision (Bailiwick of Guernsey) Law, 1994
The Banking Supervision (Bailiwick of Guernsey) Law, 1994 (the "BSL") provides that no person shall in the Bailiwick accept a deposit in the course of carrying on, whether in Guernsey or elsewhere, a deposit-taking business except under the authority of and in accordance with the conditions of a license granted by the GFSC. Butterfield Bank (Guernsey) Limited holds a license under the BSL. In order to be granted a license, a company's business must be carried on with prudence, integrity, professional skills and in a manner which will not tend to bring the Bailiwick into disrepute. The business must also be directed by at least two individuals who are resident in the Bailiwick of Guernsey with appropriate standing and experience and sufficiently independent of each other. Businesses must also adhere to codes, principles, rules and instructions issued from time to time.
Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law 2000
The Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law 2000 (the "Guernsey Fiduciaries Law") provides that only a person licensed by the GFSC under the Guernsey Fiduciaries Law can operate fiduciary businesses, which includes:
formation, management and administration or trusts;
company or corporate administration;
provision of executorship services; and
the formation and management of foundations.

The GFSC can grant two different categories of license, including a full fiduciary license, which can only be granted to a company or a partnership, and a personal fiduciary license. The full fiduciary license covers any director, manager, partner or employee acting in the course of their employment.
The Protection of Investors (Bailiwick of Guernsey) Law, 1987
Under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the "POI Law"), a person shall not (subject to certain exemptions) carry on, or hold himself out as carrying on, any controlled investment business in or from within the Bailiwick, except under and in accordance with the terms of a license. For the purposes of the POI Law, a controlled investment includes collective investment schemes and general securities and derivatives. All Guernsey domiciled funds have to be authorized by or registered with the GFSC and be administered by a Guernsey licensed administrator. In addition, open-ended funds must also have a Guernsey licensed custodian.
The Financial Services Commission (Bailiwick of Guernsey) Law, 1987
The Financial Services Commission (Bailiwick of Guernsey) Law, 1987 provides that the general functions of the GFSC are to supervise the finance business in the Bailiwick, to counter financial crime and the financing of terrorism and to maintain confidence in the Bailiwick's reputation as an international finance center.
The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999
The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 established certain offenses in connection with the proceeds of criminal conduct including concealing of transferring the proceeds of crime, assisting another person to retain the proceeds of criminal conduct, acquisition, possession or use of proceeds of criminal conduct and tipping-off.
The Terrorism and Crime (Bailiwick of Guernsey) Regulations, 2007
The Terrorism and Crime (Bailiwick of Guernsey) Regulations, 2007 provides for a positive obligation on businesses to report internally any suspicions of money laundering. A money laundering reporting officer must be appointed to fulfill this function and to make disclosure to the relevant division of Guernsey's police unit.
Deposit Compensation Scheme, 2008
Pursuant to the Banking Deposit Compensation Scheme (Bailiwick of Guernsey) Ordinance, 2008, a Guernsey DCS is in effect in Guernsey. The Guernsey DCS provides compensation of up to £50,000 per qualifying deposit in the event of the failure of a Guernsey licensed bank. The maximum total amount of compensation is capped at £100 million in any 5 year period. If claims exceed this cap, compensation will be reduced pro rata. The cap also means that compensation in respect of any one bank cannot exceed £100 million. The Guernsey DCS is paid for by Guernsey banks through an annual administration levy and, in the event of a bank failure, a compensation levy.
Data Protection (Bailiwick of Guernsey) Law, 2017
The Data Protection (Bailiwick of Guernsey) Law, 2017 ("DPL 2017") came into force on May 25, 2018 to coincide with the enforcement of the EU's General Data Protection Regulation (EU) 2016/679. The DPL 2017 updated Guernsey's data protection framework to ensure that Guernsey retained its data protection 'adequacy' status with the European Commission.
The DPL 2017 applies to the processing of personal data and provides rights to data subjects (i.e. individuals) and places obligations on data controllers and processors of personal data including, among other matters, in relation to subject access requests, transfers of personal data and notification of data breaches.
The Office of the Data Protection Authority is the independent regulatory authority responsible for the regulatory functions under the DPL 2017, including the ability to levy fines.
Jersey
Butterfield Bank (Jersey) Limited is regulated by the Jersey Financial Services Commission (“JFSC”) to carry on deposit-taking business under The Banking Business (Jersey) Law 1991 (as amended); investment business pursuant to the Financial Services (Jersey) Law 1998 (as amended); fund services business pursuant to the Financial Services (Jersey) Law 1998 (as amended); and money service business pursuant to the Financial Services (Jersey) Law 1998 (as amended).
The JFSC uses four key areas in supervising banks which are the development of regulatory requirements including laws and codes of practice; on-site examinations and meetings; off-site supervision including the analysis of financial information; and international dialogue and liaison with other regulators involved in the supervision of the broader group.
The JFSC has wide powers of enforcement to address shortcomings and breaches by financial services businesses. These range from private warnings and reprimands to revocation and suspension of applicable licenses and consents, fines and referral for criminal prosecution, among others.
Financial Services Commission (Jersey) Law 1998
The Financial Services Commission (Jersey) Law 1998 provides that the JFSC is, among other things, responsible for the supervision and development of financial services in or from within Jersey, preparing and submitting recommendations for legislation regarding financial services, supervising regulated entities, and administering laws such as the Control of Borrowing (Jersey) Law 1947 and the Companies (Jersey) Law 1991. It will also have particular regard to the reduction of risk to the public of financial loss, to protecting and enhancing the reputation and integrity of Jersey, and to the best economic interests of Jersey and the need to counter financial crime.
Banking Business (Jersey) Law 1991
The Banking Business (Jersey) Law 1991 (the "BBL") provides that no person shall carry on or hold themselves out as carrying on a deposit taking business in or from within Jersey unless they are registered under the BBL. Butterfield Bank (Jersey) Limited holds a license under the BBL. In order to be granted a license, the JFSC will consider the integrity, competence and financial standing of a company's business and that it would be in the best interests of persons who may deposit money that the company should be registered. The business must also have a physical presence in Jersey involving meaningful decision making and management, and be subject to supervision by a relevant supervisory authority. Businesses must adhere to secondary legislation and codes issued from time to time. This law also contains provisions regarding notification of principal persons, key persons and shareholders, and sets out further powers of the JFSC.

Financial Services (Jersey) Law 1998
This law regulates investment, trust company, general insurance mediation, money service, fund services and alternative investment fund services business. It includes requirements to register if carrying on regulated business, provisions for the supervision of financial services (including requirements to notify of changes to principal persons, key persons and shareholders), and gives the JFSC powers to issue directions and public statements, request information, and issue further orders and regulations. It also sets out the offenses of market manipulation, misleading information and insider dealing.
Collective Investment Funds (Jersey) Law 1988
Under the Collective Investment Funds (Jersey) Law, a person shall not (subject to certain exemptions) hold himself out as being a functionary of a recognized fund in or from within Jersey, except under a permit. For the purposes of this law, a recognized fund is a type of collective investment fund subject to additional regulations. Any person carrying on the business of an unclassified fund must also hold a certificate. This law also contains provisions regarding notification of principal persons, key persons and shareholders, and sets out further powers of the JFSC.
Proceeds of Crime (Jersey) Law 1999 and Terrorism (Jersey) Law 2002
The Proceeds of Crime (Jersey) Law 1999 established certain offenses in connection with the proceeds of criminal conduct including acquiring, using or having possession or control of criminal property, concealing, disguising, converting, transferring or removing such criminal property from Jersey, and tipping off and interference with material.
The Terrorism (Jersey) Law 2002 contains similar offenses regarding using, possessing, providing, collecting or receiving property for the purposes of terrorism, and otherwise dealing with terrorist property.
Both the Proceeds of Crime (Jersey) Law 1999 and the Terrorism (Jersey) Law 2002 provide for a positive obligation on businesses to report any suspicions of money laundering or terrorist financing.
Depositors Compensation Scheme, 2009
Pursuant to the Banking Business (Depositors Compensation) (Jersey) Regulations 2009, the Jersey Bank Depositors Compensation Scheme ("Jersey DCS") is in effect in Jersey. The law covers all "eligible deposits" and, in the event of the failure of a Jersey bank, provides protection of up to £50,000 for deposits placed in Jersey per person, per banking group, for local and international depositors. The maximum liability of the Jersey DCS is capped at £100 million in any 5 year period.
Data Protection (Jersey) Law, 2018 / Data Protection Authority (Jersey) Law, 2018
The Data Protection (Jersey) Law 2018 ("DPJL"), and its companion statute the Data Protection Authority (Jersey) Law 2018 ("DPAJL"), came into force on May 25, 2018 to coincide with implementation of the EU General Data Protection Regulation (EU) 2016/679 ("GDPR"). The DPJL updated Jersey's data protection framework expressly to mirror the GDPR and ensure that Jersey retained its data protection 'adequacy' status with the European Commission.
In outline, the DPJL governs the processing of personal data in Jersey or in relation to Jersey residents; it provides rights to data subjects (i.e. individuals) and places obligations on data controllers and processors of personal data including, among other matters, in relation to subject access requests, transfers of personal data and notification of data breaches. The DPAJL requires any organization which is 'established' in Jersey to be registered with the Jersey Office of the Information Commissioner ("JOIC") and to pay an annual charge.
The JOIC is the independent authority responsible for the regulatory and enforcement functions of the DPJL and DPAJL, including the ability to levy fines.
United Kingdom
Regulatory Regime
Butterfield Mortgages Limited provides UK residential property lending services.
The primary legislation governing the provision of Butterfield UK's services is the Financial Services and Markets Act 2000 ("FSMA") and its secondary regulations. FSMA requires that in order to carry on mortgage and investment services in the UK, a firm must be authorized (or exempt) and have the necessary permissions. Butterfield Mortgages Limited is authorized and has permissions to enter into, advise on and administer regulated mortgage contracts.
Because its permissions are limited to mortgage activities, Butterfield Mortgages Limited is regulated by the Financial Conduct Authority ("FCA"). The FCA has responsibility for both prudential and conduct of business regulation of Butterfield Mortgages Limited.
Butterfield Mortgages Limited must comply with the FCA handbook which contains detailed rules and guidance in respect of governance and conduct matters. The FCA's Principles for Business require, among other things, that Butterfield Mortgages Limited conducts its business with integrity and due skill, care and diligence and deal with its regulators in an open and co-operative way. In addition, certain persons occupying senior management functions and certifications at Butterfield Mortgages Limited are subject to statements of principle and a code of practice that describes behaviors expected of persons operating in the regulated sector. The implementation of the senior management and certification regime from December 9, 2019 increases individual accountability to the regulator.
Control
FSMA requires any person seeking to obtain (and in certain circumstances increase) control over Butterfield UK to first get approval from the FCA. A person will become a controller if it holds (itself or with another where they are acting together) (i) 20% or more in the shares of Butterfield UK or in any parent undertaking; or (ii) 20% or more of the voting power in Butterfield UK or any parent.
The Companies Act 2006 requires that UK incorporated companies maintain a register of persons who have significant control over them. A person will be considered to have significant control if it holds (itself or with another where they are acting together) 25% or more of the company's shares or voting rights or has the ability to appoint a majority of the board of directors.

Capital
Butterfield UK is subject to capital rules under the FCA's Prudential sourcebook for Mortgage and Home Finance Firms and Insurance Intermediaries handbook ("MIPRU"). The MIPRU capital rules stipulate the minimum level and quality of capital that must be maintained to support the activities carried on.
AML and Financial Crime
Butterfield UK is subject to a range of legislation at a UK and European level requiring it to take steps to detect and prevent potential money laundering, financial crime or terrorist financing. The FCA and HM Treasury have investigatory powers in relation to suspected breaches.
Relevant legislation at the EU level is the Fourth Money Laundering Directive (2015/849) which has been implemented in the UK through The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 ("MLRs 2017") from June 26, 2017.
At the UK level, Butterfield UK must comply with its obligations under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Anti-terrorism, Crime and Security Act 2001, Counter-Terrorism Act 2008 (Schedule 7), MLRs 2017 and certain specific obligations the Transfer of Funds (Information on the Payer) Regulations 2007 and certain specific obligations in FSMA (in particular with respect to market abuse and insider dealing) and the FCA Handbook. Together, this legislation requires regulated firms to create appropriate and risk-sensitive policies and procedures in relation to customer due diligence procedures and monitoring of transactions, to avoid financing terrorism or money laundering or facilitating either of these, to avoid dealing with certain persons specified by HM Treasury, and to disclose suspicious activity to the relevant regulatory authorities. In addition, the UK and all entities of the Bank must adhere to the Bribery Act 2010 which has broad extra-territorial reach.
Butterfield UK must also comply with legislation of third countries to the extent that such legislation has extra-territorial effect and is applicable to it. Examples of this are the US PATRIOT Act of 2001 and The Foreign Account Tax Compliance Act ("FATCA") of 2010.
Data Protection Act, 2018
The Data Protection Act 2018 (“DPA”) implements the EU General Data Protection Regulation (2016/679). Butterfield UK is required to have in place compliant policies and procedures to meet the DPA obligations to deal with data appropriately. The DPA applies to any business or person using or holding personal data on individuals within the EU and UK. Breaches of the legislation are criminal offenses and can result in severe penalties. The Information Commissioner’s Office has regulatory and disciplinary powers and breach of the DPA can give rise to financial penalties based on a percentage of annual turnover.
Following the UK leaving the EU on January 31, 2020, the GDPR is incorporated into the UK’s domestic law under The European Union (Withdrawal Agreement) Act 2020 that makes legal provision for ratifying the Brexit Withdrawal Agreement of January 24, 2020 and implementing it into the domestic law of the United Kingdom.
Switzerland
Financial Institutions Act
The Swiss Federal Financial Institutions Act ("FinIA") and the implementing ordinance to the Swiss Federal Financial Institutions Act ("FinIO") entered into force on January 1, 2020. FinIA and FinIO set forth the basic provisions relating to the licensing in Switzerland of financial institutions, which includes trustees and (collective) asset managers but excludes banks and insurance companies as they are already subject to specific legislation. Pursuant to FinIA, Swiss trustees acting on a professional basis in Switzerland or from Switzerland, must obtain a license from the Swiss Financial Market Supervisory Authority ("FINMA") to carry on their trustee-activities. A Swiss branch or a Swiss representative office of a foreign trustee must also obtain a license from FINMA.
FINMA is responsible for granting the license and for taking any enforcement actions. In order to obtain a license from FINMA, a trustee will first need to affiliate to a Supervisory Organisation, which is licensed and supervised by FINMA. The Supervisory Organisation will conduct the day-to-day supervision and perform regular audits of the affiliated trustees. In order to obtain a license, the applicant must further, inter alia, comply with minimum capital requirements, have an appropriate level of own funds, an appropriate organization, qualified executives and generally meet a "fit and proper" requirement.
Existing trustees, including Butterfield Trust (Switzerland) Ltd, must notify FINMA of their intention to apply for a license before June 30, 2020. Butterfield Trust (Switzerland) Ltd will then have until December 31, 2022 to affiliate to a Supervisory Organisation, comply with the licensing requirements as set forth under FinIA and apply for a license to FINMA. During such period, it may continue to provide trustee-services, provided it remains affiliated to a Self-Regulatory Organization for anti-money laundering compliance purposes.
Swiss Anti-Money Laundering Act
The Swiss Federal Act on Combating Money Laundering and Terrorist Financing of 10 October 1997 ("AMLA") and the related implementing ordinances apply to financial intermediaries, which includes trustees. It governs the combating of money laundering and terrorist financing. It ensures the exercise of due diligence by the financial institutions in the conduct of financial transactions. Pursuant to AMLA, financial institutions must affiliate to a recognized Self-Regulatory Organisation or a recognized Supervisory Organisation (see above under Financial Institutions Act) which shall supervise compliance by financial intermediaries of their duties set out in AMLA. Butterfield Trust (Switzerland) Ltd must comply with its obligations under AMLA and is currently affiliated to OAR-G, a Self-Regulatory Organisation licensed and supervised by FINMA.
Swiss Data Protection Act
The Swiss Federal Act on Data Protection of June 19, 1992 ("DPA") and the Ordinance to the Federal Data Protection of June 14, 1993 ("DPO") aims to protect the privacy and the fundamental rights of persons when their data is processed. The DPA and DPO provide for several requirements and limits with respect to data processing in Switzerland as well as the transfer of data outside Switzerland. The data protection legislation applies to any private entity processing data related to individuals or corporate entities. Data processing is defined as any operation with personal data, irrespective of the means applied and the procedure, and in particular the collection, storage, use, revision, disclosure, archiving or destruction of data. The DPA and DPO impose a series of duties on the so-called controller of the database, i.e. the entity that defines the purpose and controls the content of the collected data. The activities of Butterfield Trust (Switzerland) Ltd imply data processing on various data subjects. As a result, it is to comply with the provisions of the DPA when processing data.
The general principles of the Swiss data protection legislation include the obligations to lawfully, accurately and not excessively process data. Further, data processing must be protected by appropriate technical and organizational measures against accidental destruction, loss, theft and any other unauthorized use. The persons or entities whose data are being processed must be granted a right of access to their data if they request so and must have the opportunity to request the correction of the data that is inaccurate.

The Swiss Parliament is currently reviewing a proposal to amend the DPA in order to bring it in line with the EU General Data Protection Regulation (EU 2016/679) ("GDPR"). It is expected that these amendments could be enacted by the end of 2020. In a second phase, the Swiss legislator intends to review and amend the DPA in more depth. The GDPR has extra-territorial scope and although Switzerland is not a member of the EU, Swiss companies may under circumstances have to comply with the GDPR if they process personal data of individuals located within the EU.
Singapore
Butterfield (Singapore) Pte. Ltd. (“BSPL”) holds a trust business license issued by the Monetary Authority of Singapore (“MAS”) pursuant to the Trust Companies Act (Chapter 336 of Singapore) ("TCA").
As the integrated financial services regulatory authority in Singapore, the MAS administers (among other financial services related statutes) the TCA and regulates and supervises (among other types of financial institutions) trust business license holders (such as BSPL) in accordance with the TCA and all related subsidiary legislation, notices, guidelines and other regulatory instruments issued by the MAS ("MAS Instruments"). These MAS Instruments cover a wide range of ongoing obligations relating to, inter alia, capital adequacy, audit, conduct of business, confidentiality, anti-money laundering and countering of terrorist financing and also impose approval and/or notification requirements in respect of controllers, directors and key officers.
Under the TCA, the MAS is empowered to conduct inspections and/or investigations of BSPL to ensure that BSPL is in compliance with requirements contained in the MAS Instruments. Where there is a breach, the MAS may pursue a wide range of enforcement sanctions, including private warnings, private or public reprimands, composition offers (i.e. allowing the offense to be compounded by payment of a fine), prohibition orders, suspension or revocation of licenses, civil penalties and criminal prosecution.
United States
Foreign Account Tax Compliance Act (FATCA)
Under FATCA, US federal tax legislation passed in 2010, a 30% withholding tax will be imposed on "withholdable payments" made to non-US financial institutions (including non-US investment funds and certain other non-US financial entities) that fail (or, in some cases, that have 50% affiliates which are also non-US financial institutions that fail) to provide certain information regarding their US accountholders and/or certain US investors (such US accountholders and US investors, "US accountholders") to the IRS. For non-US financial institutions that fail to comply, this withholding will generally apply without regard to whether the beneficial owner of a withholdable payment is a US person or would otherwise be entitled to an exemption from US federal withholding tax. "Withholdable payments" generally include, among other items, payments of US-source interest and dividends and the gross proceeds from the sale or other disposition of property that may produce US-source interest and dividends. Furthermore, FATCA may also impose withholding on non-US source payments by non-US financial institutions that comply with FATCA to non-US financial institutions that fail to comply with FATCA. Withholding pursuantHowever, under proposed Treasury regulations, such withholding will not apply to FATCA will start no earlier than January 2019 with respect to non-US source payments by non-US financial institutions.made before the date that is two years after the date on which final regulations defining the term "foreign pass thru payment" are published. In general, non-publicly traded debt and equity interests in investment vehicles will be treated as "accounts" and subject to these reporting requirements. In addition, certain insurance policies and annuities are considered accounts for these purposes.
Some countries, including the Cayman Islands, Guernsey, Jersey, the United KingdomUK, Singapore, Switzerland and The Bahamas, have entered into, and other countries are expected to enter into, Intergovernmental Agreementsintergovernmental agreements ("IGAs") with the United States to facilitate the type of information reporting required under FATCA. While the existence of IGAs will not eliminate the risk of the withholding described above, these agreements are expected to reduce that risk for financial institutions and investors in countries that have entered into IGAs. IGAs will often require financial institutions in those countries to report some information on their US accountholders to the taxing authorities of those countries, which will then pass the information to the IRS.
The Group closely monitors all present and new legislation that is or will be applicable for its organization, and is currently investigatingcontinuing to monitor all implications of FATCA and legislation of countries that have entered into IGAs. While investigatingmonitoring these implications, the Group is and will be in close contact with all of its stakeholders, including its peers and financial industry representative organizations.
The Group intends to takehas taken all the steps it believes are necessary steps to comply with current FATCA (includingregulations, including analysis of its group entities and conclusions as to their FATCA classifications, entering into agreements with the US tax authorities as may be required)(as necessary), identification of reportable accounts, and timely and accurate filing of all required annual FATCA filings, all in accordance with the time frame set byappropriate IGA. Certain payments to the US tax authorities. However,Group may be subject to withholding under FATCA if, in the future, the Group cannot enter into such agreements or satisfy the requirements thereunder (including as a result of local laws in non-IGA countries prohibiting information-sharing with the IRS, as a result of contracts or local laws prohibiting withholding on certain payments to accountholders, policyholders, annuitants or other investors, or as a result of the failure of accountholders, policyholders, annuitants or other investors to provide requested information), certain payments to the Group may be subject to withholding under FATCA.. The possibility of such withholding and the need for US accountholders, policyholders, annuitants and investors to provide certain information may adversely affect the sales of certain of the Group's products. In addition, entering into agreements with the IRS and compliance with the terms of such agreements and with FATCA and any regulations or other guidance promulgated thereunder or any legislation promulgated under an IGA may substantially increase the Group's compliance costs. Because the rules for the implementations of FATCA, including IGAs, have not yet been fully finalized, it remains uncertain at this time what impact, if any, this legislation will have on holders of the common shares.
Office of Foreign Assets Control Regulation
The US Treasury Department's Office of Foreign Assets Control ("OFAC"), administers and enforces economic and trade sanctions against targeted foreign countries and regimes, under authority of various laws, including designated foreign countries, nationals and others. OFAC publishes lists of specially designated targets and countries. OFAC sanctions apply to all transactions that take place in the United States. Transactions that take place outside the United States may become subject to the jurisdiction of the United States and subject to compliance with OFAC sanctions if they involve US persons or payment in US dollars. Such payments typically are cleared through the US Dollar settlement system located in the United States and involve the intermediation of US financial institutions. Although we currently do not have any operations in the United States, our operations may involve transactions with US persons or in US Dollars and as a result, in order to comply with OFAC sanctions, we are responsible for, among other things, blocking any such transactions with designated targets and countries and reporting blocked transactions after their occurrence. Failure to comply with these sanctions could have serious legal and reputational consequences, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.
Anti-Money Laundering and the USA PATRIOT Act
A major focus of worldwide governmental policy on financial institutions in recent years has been aimed at combating money laundering and terrorist financing. In particular, the USA PATRIOT Act of 2001, or the USA Patriot Act, substantially broadened the scope of United States anti-money laundering laws and regulations including the USA PATRIOT Act of 2001, applicable to US banks and non-US banks with operations in the United States, including banks that engage in transactions outside the United States with US persons or in US Dollars, by imposingsuch as the Bank, impose significant new compliance and due diligence obligations, creating new crimesobligations. Under these laws and penalties and expanding the extra-territorial jurisdiction of the United States. Financialregulations, financial institutions are also prohibited from entering into specified financial transactions and account relationships and must use enhanced due diligence procedures in their dealings with certain types of high-risk customers and implement a written customer identification program. Financial institutions

must also take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required. Regulatory authorities have imposedInstitutions that violate these obligations can be subject to cease and desist orders, and civil money penalties against institutions found to be violating these obligations.and criminal sanctions.

Future Legislation and Regulation
The governments of Bermudaabove jurisdictions and the other jurisdictions in which we operate may enact legislation from time to time that affects the regulation of the financial services industry or that affect the regulation of financial institutions chartered by or operating in those jurisdictions. These governments and their regulatory agencies also periodically propose and adopt changes to their regulations or change the manner in which existing regulations are applied. The substance or impact of pending or future legislation or regulation, or the application thereof, cannot be predicted, although enactment of the proposed legislation could impact the regulatory structure under which we operate and may significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and modify our business strategy, and limit our ability to pursue business opportunities in an efficient manner. Our business, financial condition, results of operations or prospects may be adversely affected, perhaps materially, as a result.


Additional Information


The Butterfield Act and our current amended and restated bye-laws have been filed as exhibits to this annual report on Form 20-F. The information contained in these exhibits is incorporated by reference herein.


Information regarding the rights, preferences and restrictions attaching to each class of our common and preferred shares, as well as other information regarding director and shareholder rights and proceedings, is described in the section entitled "Description of Share Capital" in our registration statement on Form F-1 filed with the SEC on February 13,12, 2017 with the file number 333-216018 and incorporated by reference herein.

99



MANAGEMENT
Board
Our Board oversees the affairs of the Bank. The current Board is composed of nineten members, consisting of our Non-Executive Chairman and Chief Executive Officer and sevennine non-executive directors. The Bank's bye-laws provide that the Board shall consist of not less than six and not more than twelve directors. The Board holds regular meetings five times per year and specialad hoc meetings whenas necessary.
Persons may be proposed for election or appointed as directors at a general meeting either by the Board or by one or more shareholders holding shares which in the aggregate carry not less than 5% of the voting rights in respect of the election of directors. There is only a single class of director and each director holds office until the next annual general meeting.
Prior to the completion of our registered secondary offering on February 28, 2017, Carlyle owned approximately 14% of the Bank's common shares.andshares and had the right to nominate two persons for election by the shareholders as directors pursuant to an Amended and Restated Investment Agreement, dated as ofat August 4, 2016, between Carlyle and us (the "Amended Investment Agreement"). Mr. James F. Burr and Mr. David Zwiener werewas appointed as directorsa director on our Board by Carlyle pursuant to the Amended Investment Agreement. Following the completion of the offering, Carlyle no longer owns any of our common shares and no longer has the right to nominate any persons for election by our shareholders as members of the Board. For more information, see "Major Shareholders and Related Party Transactions—Our Relationship with the Carlyle Group".
As a foreign private issuer we are allowed to follow our "home country" corporate governance practices in lieu of the NYSE governance requirements for NYSE-listed USU.S. companies. Notwithstanding this, our Board has determined that, under current NYSE listing standards regarding independence (which(to which we are not currently subject to)subject), and taking into account any applicable committee standards, Messrs. Barbour, Burr, Foulger, Schoellkopf, Wright, and Zwiener representing a majority of our Board, including Alastair Barbour, James Burr, Michael Covell, Caroline Foulger, Mark Lynch, Conor O'Dea, Meroe Park, Pamela Thomas-Graham and John Wright, are independent directors. In addition, although the chairman of our Board, E. Barclay Simmons, is not independent under NYSE standards due to a familial relationship with a member of our senior management, the Board has deemed Mr. Simmons independent under our corporate governance guidelines, which are consistent with home-country rules.
As the regulatory environment in which we operate becomes more complex, our governance practices and the structures and methodology we use to runoperate the Bank continue to be of key strategic significance. With the exception of the Chairman and Chief Executive Officer, our Board is comprised entirely of directorsDirectors who are not employees of the Bank. It isOur Board reviews and oversees the Board that ensures ourBank's implementation of corporate governance keeps abreast of best practices.policies and practices in accordance with prevailing standards. The following table lists the names, positions and date of birth of the Directors of the Bank:
Name Date of BirthAge Position
E. Barclay SimmonsSeptember 17, 1972Non-Executive Chairman
Michael Collins March 29, 196356 Chairman and Chief Executive Officer
Alastair Barbour February 10, 195367 Non-Executive Director
James F. Burr January 11, 196654Non-Executive Director
Michael Covell65 Non-Executive Director
Caroline Foulger January 9, 196159Non-Executive Director
Mark Lynch58 Non-Executive Director
Conor O'Dea March 23, 195960 Non-Executive Director
Wolfgang SchoellkopfMeroe Park July 22, 193253Non-Executive Director
Pamela Thomas-Graham56 Non-Executive Director
John R. Wright September 10, 1941Non-Executive Director
David ZwienerAugust 2, 195478 Non-Executive Director
Each of our directors may be reached by postal mail at the address of our headquarters in Bermuda:registered office at: 65 Front Street, Hamilton, HM 12, Bermuda, or by postal mail at P.O. Box HM 195, Hamilton HM AX, Bermuda.
E. Barclay Simmons joined the Board in 2011. Currently, he is one of the founding Partners and the Chief Executive Officer of ASW Law Limited, a local commercial law firm. Previously, Mr. Simmons was an investment banker with Goldman, Sachs & Co. in New York. Mr. Simmons is a former Director/Chairman of the Investment Committee of the Bermuda Monetary Authority, the Argus Group Holdings Limited, and the Public Funds Investment Committee, responsible for the investment of pension funds for the Government of Bermuda. Mr. Simmons received a Master's in Business Administration from Harvard Business School, a Bachelor of Laws (Honors) from the University of Kent at Canterbury and was called to the Bar of England and Wales. Mr. Simmons was previously a serving Infantry Officer in the Bermuda Regiment, having completed the Territorial Army Commissioning Course at the Royal Military Academy Sandhurst.
Michael Collins joined the Board in September of 2015 when he was named Chief Executive Officer of the Bank. He was named Chairman in July of 2017. Prior to this appointment, Mr. Collins was Senior Executive Vice President with responsibility for all of the Bank's client businesses in Bermuda, including Corporate, Private and Retail Banking, as well as the Operations, Custody and Marketing functions in Bermuda and the Cayman Islands. Mr. Collins has 31over 30 years' experience in financial services, having held progressively senior positions, at Morgan Guaranty Trust Company in New York and later at Bank of Bermuda and HSBC in Bermuda. Before joining the Bank in 2009, Mr. Collins was Chief Operating Officer at HSBC Bank Bermuda. Mr. Collins holds a BA in Economics from Brown University.
James Burr joined the Board in 2016 and was named Lead Independent Director in 2018. Mr. Burr was originally appointed as a Director upon Carlyle's designation pursuant to the Investment Agreement (as defined herein). Presently, Mr. Burr is a Managing Director in the Global Financial Services Group of The Carlyle Group, where he focuses on investing in management buyouts, growth capital opportunities and strategic minority investments in financial services. Prior to joining Carlyle, Mr. Burr served as Corporate Treasurer of Wachovia Bank, where he was responsible for activities relating to funding, investing, risk transference, balance sheet management, liquidity and capital usage. He served in various other roles at Wachovia Bank, including as Assistant Treasurer, Controller of the Corporate and Investment Bank and Management Analyst since 1992. Mr. Burr began his career at Ernst & Young, where he was a certified public accountant focused on banking and computer audit issues. Mr. Burr formerly served on the Board of Directors of Central Pacific Financial Corp.
Alastair Barbour joined the Board in 2012. He is a Chartered Accountant with more than 25 years of experience providing auditing and advisory services to publicly traded companies, primarily in the financial services industry. Mr. Barbour was employed with KPMG from 1978 until his retirement in 2011. During his time there, he held various positions both locally and overseas. In 1985, he was named Partner at KPMG (Bermuda). Mr. Barbour's most recent position was head of KPMG's Financial Services Group in Scotland. Currently, Mr. Barbour sits onserves as Chairman of Liontrust Asset Management plc and as a Director and Chairman of the boardAudit Committees of directors of several listed and unlisted companies, including RSA Insurance Group plc and Phoenix Group Holdings Limited.plc. Mr. Barbour trained with Peat, Marwick, Mitchell & Co. in London and holds a Bachelor of Science from the University of Edinburgh. He is a Fellow of the Institute of Chartered Accountants in England & Wales.
James F. BurrMichael Covell joined the Board in 2016.2018. Mr. BurrCovell currently serves as non-executive Chairman of several private companies, including Ascot Lloyd, Sackville Capital and C Le Masurier Limited. Previously, Mr. Covell was appointed asChairman of both the Tilney Group and Hawksford International. He was also a director on our Board upon Carlyle's designation pursuant to the Investment Agreement. Presently, Mr. Burr is a Managing Director in the Global Financial Services Group of The Carlyle Group, where he focuses on investing in management buyouts, growth capital opportunities and strategic minority investments in financial services. Prior to joining Carlyle, Mr. Burr served as Corporate Treasurer of Wachovia Bank, where he was responsible for activities relating to funding, investing, risk transference, balance sheet management, liquidity and capital usage. He has served in various other roles at Wachovia Bank, including as Assistant Treasurer, Controller of the CorporateInternational Property Securities Exchange and Investment Bank and Management Analyst since 1992.Leeds Castle Foundation. Mr. Burr began his career at Ernst & Young,Covell retired from Goldman Sachs in 2008, where he was a certified public accountant focused on bankingManaging Director of their European Private Wealth Management Division. Prior to Goldman Sachs, he was a senior partner at Rawlinson & Hunter, an international accountancy firm. Mr. Covell is a Fellow of the Institute of Chartered Accountants in England and computer audit issues. Mr. Burr formerly served onWales, and Member of the boardSociety of directors of Central Pacific Financial Corp.Trust & Estate Practitioners.

Caroline Foulger joined the Board in 2013. Prior to her retirement in 2012, Ms. Foulger was a Partner with PricewaterhouseCoopers Bermuda, where she led the firm's insurance and public sector groups. She holds directorship positions with several listed and private companies.companies, including Hiscox Ltd. and Oakley Capital Investments Limited. Ms. Foulger graduated with honors, from University College, University of London. Currently, she is either a Fellow or Member of several professional bodies, namely, the Institute of Chartered Accountants in England and Wales, Institute of Chartered Professional Accountants of Bermuda, and the Institute of Directors.
Mark Lynch joined the Board in 2019, and is an investment manager and analyst with a specialization in financial services. Until June 30, 2019, he was a partner of Boston-based Wellington Management Co., where he had served as the firm’s senior financial services analyst since 1994 and a partner since 1996. He was also a portfolio manager of mutual funds, hedge funds, and institutional portfolios over that period. Prior to joining Wellington, Mr. Lynch was a U.S. regional bank analyst with Lehman Brothers and Bear Stearns. He holds a degree in European History from Harvard College. 
Conor O'Dea joined the Board in 2016 following his retirement as the Group's President & Chief Operating Officer and Managing Director of Butterfield Bank (Cayman) Limited. He joined Butterfield in 1989 and was named Managing Director, Butterfield Bank (Cayman) Limited in 1997. In 2010, he was named Senior Executive Vice President, Caribbean, and in 2011 Senior Executive Vice President, International Banking. Mr. O'Dea is a Chartered Accountant who has worked in the financial services industry in the Cayman Islands and internationally for over 2530 years. He is Chairman of Cayman Finance (a financial services industry group) and is a past President of the Cayman Islands Chamber of Commerce and past President of the Cayman Islands Bankers Association. Mr. O'DeaO’Dea serves as a Director of several listed and private companies, including BF&M Limited and Digicel Cayman Limited. Mr. O’Dea holds a Bachelor of Commerce degree from the University College Dublin and has been a Fellow of Chartered Accountants in Ireland since 1995.
Wolfgang SchoellkopfMeroe Park joined the Board of Directors in 2017. Currently, Ms. Park serves as the Deputy Secretary and Chief Operating Officer of the Smithsonian. She was most recently the Executive Vice President at the Partnership for Public Service and before that was Executive Director of the United States Central Intelligence Agency (the “CIA”), serving as the Agency’s chief operating officer in its most senior career post. Prior to her retirement in June 2017, Ms. Park was a 27-year career intelligence officer and one of the US Government’s leading professionals. She held increasingly senior positions at the CIA, including Chief of Human Resources and a Senior Mission Support Officer for locations in Eurasia and Western Europe. Ms. Park successfully led key strategic initiatives, including the modernization of the CIA’s technology systems and organizational structure, and the implementation of talent initiatives focused on workforce development and inclusion. Ms. Park also served on the Advisory Board for Chart National Management and on the Board of Managers of Sequoia Solutions LLC, a company that has developed a commercial cloud product for the U.S. government’s classified cloud regions. Ms. Park has earned a number of awards during her career and has twice been the recipient of the Presidential Rank Award, the Executive Branch’s highest honor for government career professionals. She holds a Bachelor of Science degree from Georgetown University, where she is also a Distinguished Executive in Residence.
Pamela Thomas-Graham joined the Board in 2010. Mr. Schoellkopf currently manages a private investment company PMW Capital Management. He2017. She is a former Executive Vice President and Treasurer of Chase Manhattan Bank. He also served as Vice Chairman and Chief Financial Officer of First Fidelity Bank,the Founder and Chief Executive Officer of Bank Austria Group's US operations. In additionDandelion Chandelier LLC, a private digital media enterprise focused on the intersection of luxury, marketing and technology. Prior to servingestablishing Dandelion Chandelier, Ms. Thomas-Graham spent six years with Credit Suisse where she served as Chief Talent, Branding and Communications Officer, and Chief Marketing and Talent Officer & Head of Private Banking and Wealth Management New Markets. From 2008 to 2010, she was Managing Director of private equity firm, Angelo, Gordon & Company, leading the firm’s investments in the consumer and retail sectors. Before assuming leadership roles in financial services, Ms. Thomas-Graham was Senior Vice President, Global Brand Development and Group President, Apparel Brands at Liz Claiborne (now Kate Spade & Company) where she was responsible for the P&L of 18 global brands. Prior to joining Liz Claiborne, she spent six years at NBC Universal, where she served as President and Chief Executive Officer of CNBC.com, and later President and Chief Operating Officer, and Chairman, President and Chief Executive Officer of CNBC. Ms. Thomas-Graham began her career at global consulting firm McKinsey & Company in 1989, and became the firm’s first African-American female partner in 1995. She serves as a directorDirector for several private and listed companies, including as the Lead Independent Director for Clorox, a Director and member of the Bank, since 2010, Mr. Schoellkopf has served on the boardsAudit Committee of Santander Bank, SantanderNorwegian Cruise Line Holdings USA,Limited and Santander Consumer Finance. His previous board memberships include BPW Acquisition Corporation, Sallie Mae Corporation (1997-2014), Bank Austria Cayman Islands (2001-2008), Great Lakes Insurance Company (1994-1998),a Director of Peloton Interactive. Ms. Thomas-Graham holds Bachelor of Arts in Economics, Master of Business Administration, and First Fidelity Bank (1990-1997). Mr. Schoellkopf was educated at the UniversityDoctor of California at Berkeley, the University of Munich, and CornellLaw degrees from Harvard University.
John Wright joined the Board in 2002. Mr. Wright served as a non-executive director of Butterfield UK from 2001 through 2014. Mr. Wright retired as chief executive of Clydesdale & Yorkshire Banks in 2001. Mr. Wright’s career in commercial banking spans over 43 years and includes assignments in the UK, India, Sri Lanka, West Africa, Canada, Hong Kong and the United States. He is a visiting Professor at Heriot-Watt University Business School. HeSchool and he serves as non-executive chairman and board memberon the Board of Directors of several UKpublic and private U.K. and overseas companies.companies, including as Senior Independent Director of DAMAC Properties, Chairman of the Advisory Board of XM International Associates Limited and Director of Rasmala UK Limited. He is also a past President of the Irish Institute of Bankers and a past Vice President of the Chartered Institute of Bankers in Scotland. Mr. Wright was educated at Daniel Stewarts College Edinburgh.
David Zwiener joined the Board in 2016. Mr. Zwiener is an Operating Executive of The Carlyle Group. From January 25, 2015 to March 18, 2016, Mr. Zwiener was Interim CEO at PartnerRe Ltd. Since 2010, Mr. Zwiener has been a Principal in Dowling Capital Partners. Prior to joining Dowling Capital Partners, Mr. Zwiener was Chief Financial Officer of Wachovia Corporation. From 1995 to 2007, Mr. Zwiener served in increasingly responsible positions at The Hartford, rising to President and Chief Operating Officer—Property & Casualty. He previously served as a director of CNO Financial Group, The Hartford and Sheridan Healthcare, Inc. Mr. Zwiener received an A.B. degree from Duke University and an M.B.A. from the Kellogg School of Management at Northwestern University.
Executive Management Team
The Group's current executive management team is as follows:
Name Date of BirthAge Position
Michael Collins March 29, 196356 Chairman and Chief Executive Officer
Michael SchrumElizabeth Bauman August 30, 196859 Chief Financial OfficerGroup Head of Human Resources
Daniel FrumkinAndrew Burns June 3, 196441 Chief Risk OfficerGroup Head of Internal Audit
Siân Dalrymple56Group Head of Compliance
Michael McWatt54Managing Director, Cayman
Shaun Morris March 3, 196059 General Counsel, Group Chief Legal Officer
Elizabeth BaumanMichael Neff April 25, 196056Managing Director, Bermuda and International Wealth
Richard Saunders50Managing Director, Channel Islands and the UK
Michael Schrum51 Group Head of Human ResourcesChief Financial Officer
Each member of our executive management team may be reached by postal mail at the address of our headquarters in Bermuda:registered office at 65 Front Street, Hamilton, HM 12, Bermuda, or by postal mail at P.O. Box HM 195, Hamilton HM AX, Bermuda.
Michael SchrumElizabeth Bauman currently serves as Group Head of Human Resources with responsibility for the overall management and development of the Human Resources function. Mrs. Bauman joined the Group in September 2015. She has more than 25 years of progressive leadership experience in financial services with a focus on human resources management. She was appointedpreviously President of Crestview Business Consulting, providing strategic planning and change management advisory services to clients in several industries. Prior to founding Crestview, Mrs. Bauman held the positions of Chief Administrative Officer and SVP, Human Resources at First Niagara Financial Group and

Business Chief Financial Officer (Personal Financial Services), SVP Strategy & Development and SVP Human Resources at HSBC Bank USA. Mrs. Bauman holds a Bachelor of Science degree in Economics from Allegheny College and a Master of Business Administration from State University of New York at Buffalo New York.
Andrew Burns currently serves as Group Head of Internal Audit. Mr. Burns was named Group Head of Internal Audit in 2016, and became a member of the Group effective September 21, 2015.Executive Committee in October 2017. He is responsible for all aspects of the Internal Audit function across the Butterfield Group. Mr. SchrumBurns has more than 18 years of progressive leadership experience in the financial services sector, having begun his career with PricewaterhouseCoopers in Australia. He first joined the Group from HSBC Bankin the Fund Services subsidiary in Bermuda, Limited,before transferring to the Internal Audit team in 2007, where he has held progressively senior management roles. Mr. Burns is a Chartered Accountant. He holds a Bachelor of Commerce from the University of Melbourne, Australia.
Siân Dalrymple currently serves as Group Head of Compliance. Ms. Dalrymple was CFO. Henamed to the Group Executive Committee in October 2017 after joining Butterfield in December 2016 as Group Head of Compliance. She has more than 20 years of financial services25 years’ experience in London, New Yorkcompliance management in Europe and Bermuda, mainly in banking, insurance and tax. He joined HSBC in Bermuda in 2001 and heldAsia. Prior to joining Butterfield, she was Regional Head of Compliance - Asia/Pacific for Deutsche Bank. Her previous roles include progressively senior positions within the HSBC's Commercial Banking, Strategy,compliance at leading financial institutions including Bank of America, ABN AMRO, J. Henry Schroder & Co. (now Citi), Société Générale and Finance divisions. He is a Chartered Financial Analyst and a Fellow of the Institute of Chartered Accountants in England and Wales. Mr. Schrum holds Master's (University of London) and Bachelor's (Southern Denmark Business School) degrees in Economics. Mr. Schrum is a director of Ascendant Group Limited, Treasurer of the Bermuda Community Foundation and Director of Pathways Bermuda.Guinness Mahon (now Investec).
Daniel FrumkinMichael McWatt currently serves as Chief Risk OfficerManaging Director for Butterfield Bank (Cayman) Limited, with responsibility for the overall operations of the Group.bank in the Cayman Islands.  Mr. FrumkinMcWatt joined the Group in 20101999 and was appointed Managing Director in 2016.  He has held progressively senior leadership positions with the Group, including Deputy Managing Director, EVP Group Head of Community Banking and SVP Group Chief Risk Officer in 2010.Credit Officer.  Mr. Frumkin is responsible for the Group's enterprise risk management framework and functions that identify, quantify, monitor and control the Group's credit, operational, compliance and market risks. Mr. FrumkinMcWatt is a career banker with a depthmore than 25 years of experience in risk management, creditCanada, Bermuda and retail banking.the Cayman Islands.  He joinedhas been with the Group for over 19 years and previously held progressively senior positions in 2010 after 21 years with member companiesCorporate Banking and Risk Management in Canada.  Mr. McWatt holds a BA in Economics from McMaster University, an Honors Commerce Degree from University of Windsor and is a graduate of the Royal BankIvey Executive Program at Western University. He is a Director and past president of Scotland Group in the USCayman Islands Bankers’ Association and UK. During his tenure with RBS, he held the positions of Managingis a Director of the UK Retail Products Group, with responsibility for the profitability of 2,200 branches and more than 14 million customers, and Chief Risk Officer, Retail Banking, responsible for a team of 1,250 risk professionals covering credit, regulatory/compliance and operational risk for the UK's largest retail Financial Services business. Mr. Frumkin's previous experience also includes the post of Head of Transition Risk at Northern Rock in the UK, overseeing the restructuring of that bank under public ownership, and JSC Parex Banka, where he was Chief Restructuring Officer, responsible for the reorganization of the nationalized Latvian bank. Mr. Frumkin holds a Bachelor of Arts degree in Finance and Economics from Syracuse University and a Masters of Business Administration from Boston University.Cayman Finance.
Shaun Morris currently serves as General Counsel and Group Chief Legal Officer of the Group.Officer. Mr. Morris joined the Group and was appointedas General Counsel and Group Chief Legal Officer in 2012. From 2005 to 2012, Mr. Morris was the Managing Partner of Appleby's Bermuda Office. Appleby is the largest offshore law and fiduciary group operating in Bermuda. Prior to joining the Group, Mr. Morris spent his entire professional career at Appleby and was a Partner in the Banking and Asset Finance team in Bermuda. In that role, he practiced corporate and commercial law, specializing in shipping, capital markets, mergers & acquisitions and project finance. Mr. Morris holds an MA (Economics) from Dalhousie University in Canada and a Bachelor of Laws from the London School of Economics & Political Science. He is currently a member of the Bermuda Bar Association.
Elizabeth BaumanMichael Neff currently serves as Managing Director of Bermuda and International Wealth, having previously served as the Bank's Group Head of Human Resources with responsibility for the overall managementWealth Management and developmentprior to that Group Head of the Human Resources function. Mrs. Bauman joined the Group in September 2015. SheAsset Management. Mr. Neff has more than 25 years of progressive leadershipover 30 years’ experience in financial services, withhaving held senior roles in wealth management, commercial banking, client services, and business development functions. He began his career at Chemical Bank’s Private Banking Group where he ultimately served on the Executive Committee and led relationship management across the group. Mr. Neff then led the implementation of the global wealth management client relationship model at Citibank’s Private Bank before leaving to establish AnswerSpace Inc., a focusfinancial planning technology consultancy in 1998. He went on human resources management. Sheto found Monetaire Inc., a leading provider of financial and investment planning software that was previously Presidentacquired by the RiskMetrics Group. At RiskMetrics, he initially served as Global Head of Crestview Business Consulting, providing strategic planning and change management advisory servicesWealth Management, rising to clientsbecome Co-Head of the firm’s Global Financial Risk Management business in several industries. Prior to founding Crestview, Mrs. Bauman held the positions of Chief Administrative Officer and SVP, Human Resources at First Niagara Financial Group and

Business Chief Financial Officer (Personal Financial Services), SVP Strategy & Development and SVP Human Resources at HSBC Bank USA. Mrs. Bauman2009. Mr. Neff holds a Bachelor of Science degree in EconomicsArts from AlleghenyMiddlebury College and a Master of Business Administration from StateColumbia Business School.
Richard Saunderscurrently serves as Managing Director, Channel Islands, with responsibility for Butterfield Bank (Guernsey) Limited, Butterfield Bank (Jersey) Limited and Butterfield Mortgages Limited in London.  Mr. Saunders joined the Group in 2001 and was appointed Managing Director in 2015.  He has held progressively senior leadership positions with the Group, including Head of European Asset Management.  Mr Saunders joined the Butterfield Group Executive Committee in July 2018.  He has more than 25 years of progressive management experience, having begun his career at Royal Bank of Canada in Guernsey.  Mr. Saunders is a Chartered Member of the London-based Chartered Institute for Securities & Investment and holds a Bachelor’s degree in Mathematics and Sports Science from Loughborough University, England.
Michael Schrum has served as the Bank’s Group Chief Financial Officer since September 2015. He was previously Chief Financial Officer at HSBC Bank Bermuda. Mr. Schrum has more than 20 years of financial services experience in London, New York at Buffalo New York.and Bermuda, mainly in banking, insurance and tax. He joined HSBC in Bermuda in 2001 and held progressively more senior positions within the bank’s Commercial Banking, Strategy, and Finance divisions. He is a Chartered Financial Analyst and a Fellow of the Institute of Chartered Accountants in England and Wales. Mr. Schrum holds Master’s (University of London) and Bachelor’s (Southern Denmark Business School) degrees in Economics. Mr. Schrum is a Director of Ascendant Group Limited and Chairman of the Bermuda Community Foundation.
Committees of the Board
The Bank's bye-laws authorize the Board to delegate certain of its duties to committees of directors. The principal board committees are:are the: (1) Audit Committee, (2) Risk Policy and& Compliance Committee, (3) Corporate Governance Committee, (4) Compensation and& Human Resources Committee, and (5) Executive Committee. Members of committees are appointed by, from and among the non-executive members of the Board (other than the Executive Committee which includes our Chairman and Chief Executive Officer). The responsibilities and compositions of these committees are described below.
Audit Committee
Our Audit Committee, on behalf of the Board, monitors: (1) the integrity of the financial reports and other financial information provided by the Group to any governmental body or the public; (2) the independent auditor's qualifications and independence; (3) the performance of the Group's internal audit function and the independent auditors; (4) compliance with legal and regulatory requirements; (5) the Group's system of internal controls;controls regarding finance, accounting, legal and ethics as established by management and the Board; and (6) the Group's auditing, accounting and financial reporting processes generally. Subject to shareholder approval, the Audit Committee has responsibility for the appointment or replacement of the independent auditor and for the compensation and oversight of the work of the independent auditor. In addition, the Audit Committee is responsible for approving all audit services, internal control-related services and permitted non-audit services. With respect to internal controls, the Audit Committee reviews and evaluates any major issues as to the adequacy of the Bank's internal controls, and any major control deficiencies or changes in internal controls over financial reporting are discussed with the Bank's management and the independent auditor. With respect to financial reporting, the Audit Committee consults with management, the independent auditor and the internal auditors about the integrity of the financial reporting process, reviews significant financial reporting risk exposure and management's responses, reviews significant auditor findings and establishes, reviews procedures for the receipt, retention and treatment of complaints about accounting and auditing matters, and reviews and recommends for the Board's approval the Group's financial reports. The Audit Committee also reviews and approves related-party transactions.
Our Audit Committee consists of fourfive directors that are independent under the NYSE requirements. Each member of the Audit Committee also meets the additional criteria for independence of Audit Committee members set forth in Rule 10A-3(b)(1) under the Exchange Act.


The members of the Audit Committee are appointed by the Board upon the recommendation of the Corporate Governance Committee. The Audit Committee's membership is as follows:
Name Position
Alastair Barbour ChairmanChairperson
James F. BurrMichael Covell Member
Caroline Foulger Member
David ZwienerMark LynchMember
Pamela Thomas-Graham Member
AlastairMr. Barbour servesand Ms. Foulger each qualify as the Audit Committee financial expert.
Risk Policy and& Compliance Committee
The RPC,Risk Policy & Compliance Committee, on behalf of the Board, acts as the oversight function in respect to those activities throughout the Group that give rise to credit, market, liquidity, interest rate, operational, cyber security and reputational risks and reviews compliance with laws and regulations. Specifically, the RPCRisk Policy & Compliance Committee assists the Board in fulfilling its responsibilities by overseeing the Group's risk profile and its performance against approved risk appetites and tolerance thresholds. It approves and ensures compliance with the capital allocation model and approves overall insurance coverage for the Group. The RPCRisk Policy & Compliance Committee also reviews the credit risk of the Group with respect to country and financial institution risk, large exposures, reserves and provisioning, off-balance sheet risk and related capital needs, as well as market, interest rate and liquidity risks. The RPCRisk Policy & Compliance Committee monitors operational risks, including cybersecurity risks, material breaches of agreed risk limits, appropriate product risk profiles and senior management policies for identification and management of risk. In doing so, the RPCRisk Policy & Compliance Committee seeks to ensure compliance with all applicable policies and establishes the Group's risk appetite and tolerance.
The RPC'sRisk Policy & Compliance Committee’s membership is as follows:
Name Position
Conor O'Dea ChairmanChairperson
James F. Burr Member
E. Barclay SimmonsMark Lynch Member
Wolfgang SchoellkopfMeroe Park Member
John Wright Member
Corporate Governance Committee
The Corporate Governance Committee, on behalf of the Board, provides oversight ofreviews the effectiveness and performance of the Board as a whole, each Board committee and other Boardthe boards and board committees of the Bank's subsidiaries in accordance with the prevailing standards of corporate governance guidelines and policies of the Group. This committee acts as the nomination committee for the Board. The principal duties of the Corporate Governance Committee include recommending director nominees to the full Board who possess the independencereviewing and expertise necessary for recommending to the shareholders, recommending to the Board membership criteria and director nominees, membership of the Board size to recommend to shareholders, recommendingBoard’s committees and matters relating to the Board changes in the termsperformance, diversity and independence of reference of Board committees and recommending director compensation.directors. The Corporate Governance Committee oversees questions of director independence and conflicts of interest, induction and ongoing training for directors and the Board’s corporate governance policies and procedures. The Corporate Governance Committee also recommends director compensation and reviews and approves related-party transactions and reviews the Board's performance, the performance and effectiveness of the committees of the Board and the committees of the Bank's subsidiary boards, conflicts of interest as they are identified, induction and ongoing training for directors and various governance policies of the Bank, including the Group Code of Conduct and Ethics, and the Whistleblower Policy annually.boards.

The Corporate Governance Committee's membership is as follows:
Name Position
Caroline FoulgerPamela Thomas-Graham Chairperson
Alastair Barbour Member
E. Barclay SimmonsMember
John WrightMichael Covell Member
Compensation and& Human Resources Committee
The Compensation and& Human Resources Committee, on behalf of the Board, determinesreviews and approves executive compensation, employee salary ranges, levels and degrees of participation in incentive compensation programs (including bonuses and share optionequity-based incentive plans) and oversees employee development, relations and succession. Specifically, the Compensation and& Human Resources Committee ensures that fairevaluates the fairness and effectiveeffectiveness of the compensation practices are implemented by the Group, approves overall compensation packages for each executive employee, prepares an annual reportexecutives, provides regular updates on executive compensation forto the Board, approves changes in employee salary ranges for employees, approves the criteria and design of the Group's incentive bonus plans and approves changes to the other employee benefit plans. The Compensation and& Human Resources Committee also recommends to the Board changes in the Group's share optionequity-based incentive plans and restricted sharethe granting of awards under such plans, reviews the administration ofand approves changes to our pension plans, reviews the annualperiodic management reportreports on our compensation and benefits, as well as other matters bearing on the relationship between management and employees, while making recommendations to the Board concerning our senior level organization structure and staffing, training and employee development programs.

The Compensation and& Human Resources Committee's membership is as follows:
Name Position
Wolfgang SchoellkopfJames Burr ChairmanChairperson
James F. BurrMeroe Park Member
E. Barclay SimmonsJohn Wright Member
Executive Committee
The Executive Committee may act on behalf of the Board acts as a forum to provide for ongoing oversight ofapprove certain matters requiring immediate action in the intervals between regularly scheduled Board meetings.meetings when it it is not possible to convene a full Board meeting. The other principal duties of the Executive Committee are to monitor the progress of, and provide guidance on, important Group initiatives, plan for upcoming Board meetings and consider and, if thought fit, approve matters requiring approval at short notice in the intervals between Board meetings when it is not possible to convene a meeting of the full Board.initiatives. The Executive Committee was constituted in October 2009 and itsCommittee's membership is comprised of the Chairman and Chief Executive Officer, the chairman of the Board, the chair of the Corporate Governance Committee, the chair of the Audit Committee, the chair of the RPCRisk Policy & Compliance Committee and the chair of the Compensation and& Human Resources Committee. The Chairman of the Board serves as the chairmanchair of the Executive Committee.
The Executive Committee's membership is as follows:
Name Position
E. Barclay SimmonsMichael Collins ChairmanChairperson
Alastair BarbourJames Burr Member
Michael CollinsMember
Caroline FoulgerMember
Wolfgang SchoellkopfAlastair Barbour Member
Conor O'Dea Member
Pamela Thomas-GrahamMember
Governance of Geographical Segments
Our banking business operates in sixthree geographical segments — Bermuda, the Cayman Islands, Guernsey, The Bahamas, Switzerland and the United Kingdom —Channel Islands and the UK— and each geographical segment utilizes operating subsidiary companies of the Bank within these jurisdictions. See "Information on the Company — Our International Network and Group Structure", which presents the corporate structure chart of our principal subsidiaries as ofat December 31, 2016.2019. Our principal operating subsidiaries are each regulated by their respective geographical regulator and are fully capitalized as stand-alone operating companies, each with its own board of directors consisting of both executive and non-executive independent directors. Guidance on general corporate governance, board sub-committee structuring, and the various governance policies and procedures of the operating subsidiaries is determined at the Group level.
Current Executive Compensation Arrangements
Senior Management and Director Compensation
In 20162019, senior management included the following executives: Michael Collins, Elizabeth Bauman, Daniel Frumkin,Andrew Burns, Siân Dalrymple, Michael McWatt, Shaun Morris, Michael Neff, Richard Saunders and Michael Schrum. Our compensation program is designed to reward and retain senior management and includes base salary, annual short-term cash incentive compensation, long-term equity incentive compensation and miscellaneous employee benefits and fringe benefits (including, among others, executive medical benefits). In 20162019, our compensation program for directors was comprised of an annual cash retainer and an equity grant. None of our directors has entered into service contracts with the Group that provide for benefits upon the termination of their service as a director.
On December 12, 2016, the Board approved a new CEO Stock Ownership Guideline (the "Guideline") which requires the CEO to own a minimum aggregate value of our common shares equal to five times base salary. Eligible stock includes vested shares, unvested restricted shares, and other stock held by the CEO. The intrinsic value of

vested or unvested stock options is not considered eligible stock under the Guideline. The CEO compliedcomplies with the Guideline at its inception on December 12, 2016 and as of December 31, 2016.this Guideline. If the market value of the CEO’s common stock falls below the Guideline, the CEO must retain 50% of the shares he receives as compensation until he achieves the specified ownership level.
The aggregate amount of compensation, including the value of in-kind benefits, paid to our directors and senior management during fiscal year 20162019 was $6,019,739.$26.1 million. During 20162019, the Group did not sponsor any deferred compensation plans (other than the equity compensation programs described below) and no amounts were set aside or accrued to provide pension, retirement or similar benefits to directors or senior management, other than employer matching contributions to retirement accounts on terms applicable to employees generally.
Short-Term Incentive Compensation
Senior management participates in our annual discretionary bonus program. Our compensation committee establishes an annual bonus pool based on overall company-wide performance during the applicable fiscal year. Once the compensation committee has approved the pool, the pool is allocated to eligible employees, including senior management, based on the employee's achievement of pre-established performance goals during the applicable fiscal year. Annual bonuses for executives are paid 50% in cash and 50% in the form of restricted sharestock unit awards that vest in three equal installments on the first three anniversaries of the date of grant.
Equity Compensation
The Group sponsors two equity incentive plans, the 1997 Stock Option Plan for Employees (the "1997 Plan") and the 2010 Omnibus Share Incentive Plan (the "2010 Plan"), in which our senior management and directors have been or are eligible to participate. The Group no longer grants equity awards under the 1997 Plan although there areand all remaining unvested stock options under the 1997 Plan that will remain outstanding throughexpired in 2019. The Group previously granted options under the 2010 Plan and currently grants performance-vesting restricted sharestock unit awards under the 2010 Plan. As ofat December 31, 2016,2019, in the aggregate, our members of senior management held 500,000no options and 434,258620,166 restricted sharesstock units (assuming that performance with respect to performance-vesting restricted sharestock unit awards is satisfied at target levels). The outstanding options held by our members of senior management will expire by April 26, 2020 at the latest and have exercise prices ranging from $11.50 to $12.40.
Senior management participates in our long-term equity incentive compensation program. Our compensation committee grants annual restricted sharestock unit awards under our 2010 Plan. Restricted sharestock unit awards granted in 2013, 2014, 2015, 2016, 2017, 2018 and 20162019 were granted in the form of performance shares, generally vesting upon the achievement of certain performance targets in the three-year period from the effective grant date. Certain members of senior management also participate in our 2010 Executive Stock Purchase Plan, which allows participants to borrow against their common shares and vested options held in a restricted account to purchase common shares.

During calendar year 20162019, in the aggregate, our compensation committee granted senior management 286,544297,489 restricted sharesstock units (which includes restricted sharestock unit awards granted under both the annual bonus program and long-term equity incentive compensation, and assumes that performance with respect to performance-vesting restricted sharestock unit awards is satisfied at target levels).
The Group may, from time to time, in the future establish or sponsor new equity incentive plans, including to replace any existing plan.
Board Leadership Structure and Qualifications
The Bank must comply with the Bermuda Monetary AuthorityBMA Corporate Governance Policy, which requires the Bank to appoint board members who have appropriate experience, competencies and personal qualities, including professionalism and personal integrity.
It is the Bank's policy to ensure that all companies within the Group have board members who are fit and proper persons to direct the Bank's business with prudence, integrity and professional skills. The boardsBoards of the Bank and the Bank's subsidiaries are comprisedcomposed of individuals who possess diverse skills, experience and knowledge that are key to understanding the Bank's business and the execution of the Bank's strategies.
The Bank has established guidelines whichthat address the size and composition of its own boardBoard and those of its subsidiaries, and for identifying and selecting suitable candidates for appointment to these boards. The Corporate Governance Committee makes appointment recommendations to the Board and the appointment procedure is formal, rigorous and transparent. Each of the Bank and the Bank's subsidiary boardsBoards are reviewed at least every two years or earlier whenever circumstances dictate in order to assess whether the boardBoard composition is commensurate with the Bank's strategic objective and diversity principles.
In assessing continuity of service on the Board there is a general presumption that individuals should serve for a maximum of 15 years in order that the Board tenure be refreshed. Non-executive directors who have served for a period of more than 15 years are subject to an independent assessment in accordance with applicable legal requirements and regulatory and listing standards.
Board Oversight of Risk Management
The Board believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. The Board, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of the Board assuming a different and important role in overseeing the management of the risks we face.
The RPCRisk Policy & Compliance Committee oversees our enterprise-wide risk management framework, including cybersecurity risk, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our RPCThe Risk Policy & Compliance Committee also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management and approved by the Board. The Audit Committee of the Board is responsible for overseeing risks associated with financial, accounting and legal matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting), reviewing and discussing generally the identification, assessment, management and control of our risk exposures on an enterprise-wide basis and engaging as appropriate with the RPCThe Risk Policy & Compliance Committee to assess our enterprise-wide risk framework. The compensation committeeCompensation & Human Resources Committee of the Board has primary responsibility for risks and exposures associated with our compensation policies, plans and practices, regarding both executive compensation and the compensation structure generally. In particular, our Compensation & Human Resources Committee, in conjunction with our Chairman and Chief Executive Officer and Chief Risk Officer and other members of our management as appropriate, reviews our incentive compensation arrangements to ensure these programs are consistent with applicable laws and regulations, including safety and soundness requirements, and do not encourage imprudent or excessive risk-taking by our employees. The Corporate Governance Committee of the Board oversees risks associated with the independence of the Board and potential conflicts of interest.
Our senior management is responsible for implementing and reporting to the Board regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, cybersecurity, regulatory, investment and execution risks, on a day-to-day basis. Our senior management is also responsible for creating and recommending to the Board for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of the Board in our risk oversight is consistent with our leadership structure, with our Chairman and Chief Executive Officer and the other members of senior management having responsibility for assessing and managing our risk exposure, and the Board and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.
Code of Conduct and Ethics and Whistleblower Policy
The Board has adopted a Group Code of Conduct and Ethics (the "Code") based upon recommended principles of corporate governance. The Code sets out the guidelines and procedures for establishing a high standard of ethical conduct, accountability and transparency to which all of our employees are expected to comply and which are consistent with our high standards of ethics and core values. The Board, in conjunction with the Corporate Governance Committee isand Risk Policy & Compliance Committee, are responsible for administering the Code. Copies of theThe Code can be accessedis available on our website at www.butterfieldgroup.com.
The Board has adopted a Whistleblower Policy which augments the Code. The policy is designed to serve as a tool to assist employees who believe they have or may have discovered illegal, unethical, or questionable practices to communicate their concerns confidentially and without fear of reprisals. It is also designed to protect the integrity of the Bank's financial reporting and its business dealings.
Foreign Private Issuer Status
The listing rules of the NYSE include certain accommodations in thewith respect to corporate governance requirements that allow foreign private issuers, such as us, to follow "home country" corporate governance practices in lieu of the otherwise applicable NYSE corporate governance standards for listed U.S. companies. However, foreign private issuers are required to have an audit committee that satisfies certain of the NYSE applicablestandards, including the requirements of the SEC’s Rule 10A-3. Our Audit Committee satisfies such requirements. The NYSE also requires a foreign private issuer to listed US companiesprovide certain written affirmations and we intendnotices to continue to follow Bermuda corporate governance practices. We are requiredthe NYSE.
SEC rules require foreign private issuers to disclose the significant ways in which ourtheir corporate governance practices differ from NYSE listing standards applicablestandards. A description of how our corporate governance practices compare to listed US companies. Set forth below are two NYSE listing standards applicable to listed US companies which are not applicable to us, and which we have not adopted:is set forth below:
Nominating/Corporate Governance Committee. The NYSE requires a listed US company to have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. We currently have a Corporate Governance Committee and a Compensation and Human Resources Committee, but the composition of those committees, particularly in respect of the independence of their members, is determined pursuant to our corporate governance guidelines, not NYSE standards for a listed US company.
A Majority of Independent Directors. The NYSE requires the majority of the board of directors of a listed U.S. company to be independent directors pursuant to applicable NYSE standards. As required by our Corporate Governance Guidelines, a majority of our Board is independent according to the NYSE's standards.
A Nominating/Corporate Governance Committee. The NYSE requires a listed U.S. company to have a nominating/corporate governance committee consisting of independent directors as well as a written charter specifying the purpose and responsibilities of the committee. We currently have a Corporate Governance Committee, and the composition of this committee and its written charter are determined pursuant to the NYSE standards. A copy of the charter is available on our website at www.butterfieldgroup.com.
A Compensation Committee. The NYSE requires a listed U.S. company to have a compensation committee consisting of independent directors that also meet additional independence requirements as set forth in the NYSE rules as well as a committee charter specifying the purpose and responsibilities of the committee. We currently have a Compensation & Human Resources Committee, and the composition of this committee and its written charter are determined pursuant to the NYSE standards. A copy of the charter is available on our website at www.butterfieldgroup.com.
Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. Our non-management directors meet regularly in executive sessions without management present. In 2019, the Board held five executive sessions with only our independent directors present.
Company Policies. The NYSE requires a listed U.S. company to adopt and disclose a code of business conduct and corporate governance guidelines that address certain governance standards. As noted above, the Board has adopted the Code. In addition, the Board has adopted Corporate Governance Guidelines that address Board composition and qualifications, director responsibilities, director access to management and the Board’s authority to engage advisors. Furthermore, we have adopted a Corporate Governance Policy that addresses director compensation, director orientation and continuing education, management succession and Board assessments. The Code and the Corporate Governance Guidelines are available on our website at www.butterfieldgroup.com.
Shareholder Approval of Equity Compensation Plans. The NYSE requires a listed U.S company to receive shareholder approval of any equity compensation plans. The Bank does not submit its equity compensation plans to shareholders for approval.
Executive Sessions. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. Our non-management directors meet regularly in executive session without management present, but in 2016, we did not have an executive session with only our independent directors present.
Set forth below are other requirements of the NYSE standards applicable to listed US companies, which are not applicable to us, but which we have nonetheless adopted:
A Majority of Independent Directors. The NYSE requires the board of directors of a listed US company to be composed of a majority of independent directors pursuant to current NYSE standards. Six of the nine members of our Board (Messrs. Barbour, Burr, Foulger, Schoellkopf, Wright, and Zwiener) are independent according to the NYSE's standards for independence applicable to a foreign private issuer.
An Audit Committee. The NYSE requires a listed US company to have, among other things, an audit committee with a minimum of three members, all of whom are independent. As permitted by Rule 10A-3 under the Exchange Act, our audit committee consists of four directors who are all independent members of our Board (Messrs. Barbour, Burr, Foulger and Zwiener).
Corporate Governance Guidelines. The NYSE requires a listed US company to adopt and disclose corporate governance guidelines that address, among other things, director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We have adopted and disclosed our corporate governance guidelines and our Group Code of Conduct and Ethics.
We believe that our established corporate governance practice satisfies the NYSE listing standards applicable to foreign private issuers. If at any time we cease to be a "foreign private issuer" under the rules of the NYSE and no other exemptions apply, or if we otherwise so elect, the Board will take all actionany additional actions necessary to comply with NYSE corporate governance rules applicable to listed USU.S. companies, including establishing certain committees composed entirely of independent directors, subject to a permitted "phase-in" period.


106



MAJOR SHAREHOLDERS AND RELATED PARTYRELATED-PARTY TRANSACTIONS

The following table sets forth information with respect to the beneficial ownership of our common shares as of January 31, 2017,at February 17, 2020, unless noted otherwise, in each case by: each person or entity known by us to beneficially own 5% or more of our issued and outstanding common shares; each of our directors and executive officers individually; and all of our directors and executive officers as a group. As of January 31, 2017,at February 17, 2020, we had 53,300,372approximately 53 million common shares issued and outstanding.

Prior to February 28, 2017, Carlyle was our principal shareholder and owned approximately 14% of our common shares as of January 31, 2017.  On February 28, 2017, Carlyle completed the sale of all of its shares of our common shares in a registered secondary offering.  Because Carlyle no longer owns any of our common shares, we have not included Carlyle as a beneficial owner of our common shares in the table below.


Under the rules of the Securities and Exchange Commission, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has voting or investment power. Except as described in the footnotes below, to our knowledge, each of the persons named in the table below has sole voting and investment power with respect to the common shares beneficially owned, subject to community property laws where applicable.


Unless otherwise noted, the address for each shareholder listed on the table below is: c/o The Bank of N.T. Butterfield & Son Limited, 65 Front Street, Hamilton, HM 12, Bermuda.

Name of beneficial owner Number of common shares beneficially owned Beneficial ownership percentage
Major Shareholders:    
Entities advised by Wellington Management Group LLP(1)
 5,082,470
 9.5%
     
Directors and Executive Officers:    
Alastair Barbour 9,356
 *
Elizabeth Bauman(2)
 640
 *
James F. Burr 
 *
Michael Collins(3)
 572,466
 *
Caroline Foulger 6,529
 *
Daniel Frumkin(4)
 155,915
 *
Shaun Morris(5)
 47,941
 *
Conor O'Dea(6)
 100,692
 *
Wolfgang Schoellkopf 22,878
 *
Michael Schrum(7)
 33,030
 *
E. Barclay Simmons 16,520
 *
John R. Wright 18,500
 *
David Zwiener 1,055
 *
All directors and executive officers as a group (13 persons) 985,522
 1.8%
Name of beneficial owner Number of common shares beneficially owned Beneficial ownership percentage
Major Shareholders:    
Davis Selected Advisers, L.P.(1) 
 3,305,458
 6.00%
     
Directors and Executive Officers:    
Alastair Barbour 11,692
 *
Elizabeth Bauman(2)
 30,987
 *
Andrew Burns(3)
 3,244
 *
James F. Burr(4)
 2,337
 *
Michael Collins(5)
 102,088
 *
Michael Covell 1,433
 *
Siân Dalrymple(6)
 4,196
 *
Caroline Foulger 8,865
 *
Mark Lynch(7)
 19,352
 *
Michael McWatt(8)
 25,143
 *
Shaun Morris(9)
 56,839
 *
Michael Neff(10)
 31,153
 *
Conor O'Dea 61,595
 *
Meroe Park 1,868
 *
Richard Saunders(11)
 5,095
 *
Michael Schrum(12)
 117,212
 *
Pamela Thomas-Graham 1,734
 *
John R. Wright(13)
 11,403
 *
All directors and executive officers as a group (18 persons) 496,236
 *


* 
Indicates less than 1% 
(1) 
Based on the Schedule 13G filed on February 9, 201713, 2019 by Wellington Management Group LLP and certain of its investment adviser subsidiaries (Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP)Davis Selected Advisers, L.P., which reported that as ofat December 31, 2016, the group2019, Davis Selected Advisers, L.P. beneficially owned 5,082,4703,305,458 common shares, with sharedsole voting power over 5,041,878 common shares and shared dispositive power over 5,082,470 commonall such shares. Wellington Management Company LLP is the investment adviser to certain investment advisory clients. Wellington Management Company LLP is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and is an indirect subsidiary of Wellington Management Group LLP. Wellington Management Company LLP and Wellington Management Group LLP may each be deemed to share beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of the shares indicated in the table, all of which are held of record by certain investment advisory clients. The business address of these entitiesDavis Selected Advisers, L.P. is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210 USA. The business address of Wellington Management Company LLP and Wellington Management Group LLP is 280 Congress Street, Boston, Massachusetts 02210 USA.2949 East Elvira Road, Suite 101, Tucson, Arizona 85756.   
(2) 
Consists of 640 common(i) 28,603 ordinary shares and (ii) 2,384 ordinary shares underlying restricted share awards granted under our annual discretionary bonus program, which vested onstock that will vest within 60 days of February 24, 2017.17, 2020. 
(3) 
Consists of (i) 64,207 common2,150 ordinary shares held by Mr. Collins directly,and (ii) 400,000 shares underlying vested but unexercised options, exercisable at strike prices between $11.50 to $12.40, (iii) 17,350 common1,094 ordinary shares underlying restricted share awards granted under our annual discretionary bonus program, which vested onstock that will vest within 60 days of February 24, 2017, (iv) 20,217 common shares underlying performance-based equity awards granted under our long-term equity incentive compensation program, which vested on February 27, 2017, and (v) 90,909 common shares beneficially owned by Mr. Collins through D&O Lockup 201 Account. See ‘‘Management — Current Executive Compensation Arrangements — Equity Compensation’’.17, 2020. 
(4) 
Consists of (i) 49,094 common1,433 ordinary shares held by Mr. FrumkinBurr directly and (ii) 100,000904 ordinary shares underlying vested but unexercised options, exercisable at strike prices between $11.50 to $12.40, (iii) 6,821 common shares underlying restricted share awards granted under our annual discretionary bonus program,held by Wells Fargo over which vested on February 24, 2017, (iv) 11,197 common shares underlying performance-based equity awards granted under our long-term equity incentive compensation program, which vested on February 27, 2017. See ‘‘Management — Current Executive Compensation Arrangements — Equity Compensation’’.Mr. Burr exercises voting and dispositive control. 
(5) 
Consists of (i) 40,368 common80,745 ordinary shares held by Mr. Morris directly,and (ii) 7,573 common21,343 ordinary shares underlying restricted share awards granted under our annual discretionary bonus program, which vested onstock that will vest within 60 days of February 24, 2017, and (iii) 12,442 common shares underlying performance-based equity awards granted under our long-term equity incentive compensation program, which vested on February 27, 2017. See ‘‘Management — Current Executive Compensation Arrangements — Equity Compensation’’.17, 2020. 
(6) 
Mr. O'Dea's beneficial ownershipConsists of our common(i) 2,499 ordinary shares is presented asand (ii) 1,697 ordinary shares underlying restricted stock that will vest within 60 days of February 28, 2017. On February 28, 2017, Mr. O'Dea completed the sale of 200,000 common shares in a registered secondary offering. 17, 2020. 
(7) 
Consists of (i) 12,764 common18,552 ordinary shares held by Mr. Schrum together with his spouse, Vanessa Schrum,Lynch directly and (ii) 14,266 common shares underlying restricted share awards granted under our annual discretionary bonus program, which vested on February 24, 2017. and (iii) 6,000 common800 ordinary shares held by a family member over which Mr. Schrum through Pershing Account. Mr. SchrumLynch exercises voting and dispositive control over the common
(8)
Consists of (i) 23,357 ordinary shares and (ii) 1,786 ordinary shares underlying restricted stock that will vest within 60 days of February 17, 2020.
(9)
Consists of (i) 54,298 ordinary shares and (ii) 2,541 ordinary shares underlying restricted stock that will vest within 60 days of February 17, 2020.
(10)
Consists (i) 29,199 ordinary shares and (ii) 1,954 ordinary shares underlying restricted stock that will vest within 60 days of February 17, 2020.
(11)
Consists of (i) 3,488 ordinary shares and (ii) 1,607 ordinary shares underlying restricted stock that will vest within 60 days of February 17, 2020.
(12)
Consists of (i) 105,349 ordinary shares and (ii) 11,863 ordinary shares underlying restricted stock that will vest within 60 days of February 17, 2020.
(13)
Consists of 11,403 ordinary shares held by Pershing. Mr. Schrum disclaims beneficial ownership of such common shares, except to the extent ofjointly with his pecuniary interest therein.spouse. 


The shareholders listed above do not have voting rights that are different from those held by any other holder of common shares of the Bank.


As ofat January 31, 2017, 35.94%2020, approximately 83% of our common shares were held by holders and/or Custodians of record by holders located in the United States, and there were approximately 200240 holders of record of our common shares located in the United States. As ofat January 31, 2017, 55.22%2020, approximately 16% of our common shares were held of record by holders located in Bermuda, and there were approximately 5,0004,100 holders of record of our common shares located in Bermuda.


107


Our Relationship with The Carlyle Group
Prior to the completion of our registered secondary offering on February 28, 2017, Carlyle held approximately 14% of our equity voting power along with the right to designate two persons for nomination for election by the shareholders as members of the Board. Following the completion of the offering, Carlyle no longer owns any shares of our common stock and no longer has the right to nominate any persons for election by our shareholders as members of the Board.
Investment Agreement
In connection with the subscription by Carlyle and certain other investors for newly issued common shares and preference shares that have since been converted to our common shares, we entered into an Investment Agreement, dated as ofat March 2, 2010 (the "Investment Agreement") with Carlyle. The Investment Agreement provides for, among other items, subject to the terms set forth in the Investment Agreement, certain transfer restrictions and Carlyle's right to designate two persons for nomination for election by the shareholders as members of the Board. The Investment Agreement also contained certain standstill and other provisions which have generally expired.
Amended Investment Agreement
Prior to our IPO, in August 2016, we entered into the Amended Investment Agreement with Carlyle.
The Amended Investment Agreement provides that, subject to certain exceptions for ordinary public market trades, Carlyle may not transfer the common shares it holds to any person or group if, to its knowledge, such transferee (directly or together with its affiliates) would own 10% or more of the outstanding voting power in the Bank.
In addition, the Amended Investment Agreement provided that (a) until our common shares held by Carlyle represented less than 10% of our issued and outstanding common shares, Carlyle was entitled to nominate two persons for election as members of the Board and (b) if our common shares held by Carlyle represented less than 10% but at least 5% of our issued and outstanding common shares, Carlyle was entitled to nominate one person for election as a member of the Board (such nominees, "Carlyle Directors"), in each case subject to the Carlyle Directors' satisfaction of legal requirements regarding services as a director. The Amended Investment Agreement provided that we would use our reasonable best efforts to cause the Carlyle Directors to be elected to the Board and would solicit proxies for the Carlyle Directors to the same extent that we do for our other nominees to the Board, and that if requested by Carlyle, one Carlyle Director chosen by Carlyle would be appointed to certain committees and subcommittees of the Board.
Under the terms set forth in the Amended Investment Agreement, until our common shares held by Carlyle represented less than 5% of our issued and outstanding common shares, we also agreed to share certain financial and other information with Carlyle and Carlyle was generally obliged to treat information provided to it as confidential, and to comply with all applicable rules and regulations in relation to the use and disclosure of such information.
FollowingAs of the completion of our registered secondary offering on February 28, 2017, Carlyle no longer holds any of our issued and outstanding common shares. As such, Carlyle is no longer entitled to the applicable rights set forth above under the Amended Investment Agreement, including the right to nominate persons for election by our shareholders as members of the Board.
This summary does not purport to be a comprehensive description of the Amended Investment Agreement, and is qualified in its entirety by the full text of the Amended Investment Agreement filed as an exhibit to this report.
Financing Transactions
On June 27, 2013, the Group executed a $95 million loan agreement with an investment fund managed by The Carlyle Group which provided for maturity on June 30, 2017. This loan was made in the ordinary course of business on normal commercial terms and was repaid in full according to its terms on August 11, 2015. In 2016, nil (2015: $1.0 million) of interest income was recognized in the consolidated statements of operations.
Transactions with Related Parties and with Directors and Executive Officers
Financing Transactions
As of May 17, 2005, we established a program to offer loans with preferential rates to eligible Group employees, subject to certain conditions set by the Group and provided that such employees meet certain credit criteria. Loan payments are serviced by automatically debiting the employee's checking or savings account with the Bank. Applications for loans are handled according to the same policies as those for our regular retail banking clients. Our ability to offer preferential rates on loans depends upon a number of factors, including market conditions, regulations and the Group's overall profitability. The Group has the right to change its employee loan policy at any time after notifying participants. The non-executive employee loans outstanding at December 31, 2016 amount to $123.2 million (December, 31 2015: $204.3 million) resulting in an interest rate benefit to non-executive employees of $3.7 million (December, 31 2015: $5.3 million, December, 31 2014: $6.2 million).Certain
Certain directors and executives of the Bank, companies in which they are principal owners and/or members of the board, and trusts in which they are involved, have loans and deposits with the Bank. Loans to directors were made in the ordinary course of business on substantially the sameat normal credit terms, including interest ratesrate and collateral as those prevailing at the time for comparable transactions with other persons, and did not involve more than the normal risk of collectibility or present other unfavorable features.requirements. Loans to executives may be eligible tofor preferential rates as described in the preceding paragraph. As at December 31, 2016, related party director and executive loan balances were $12.1 million (December, 31, 2015: $63.9 million). During the year ended December, 31 2016, new issuance of loans and change in directorships to directors and executives were $27.6 million and repayments and change in directorships were $25.1 million (year ended December 31, 2015: $17.5 and $17.4 million respectively, year ended December 31, 2014: $18.4 and $25.2 million respectively). Also, during the year ended December 31, 2016, a director resigned from the Board resulting in $54.3 million in loans being reclassified out of related party loans.rates. All of these loans were considered performing loans as at as December 31, 20162019 and December 31, 2015.
Butterfield Asset Management
Butterfield Asset Management Limited ("BAM"), a Bermuda-based asset manager that is part2018. Loan balances with directors and executives of the Group, entered into an agreementBank, companies in May 2015 to solicit investments from BAM's high net worth clients to invest in a fund of funds vehicle for certain Carlyle funds. BAM is the general partnerwhich they are principal owners and/or members of the fund of funds vehicleboard, and trusts in which has invested in multiple entities affiliated with Carlyle. Pursuant to the agreement, Carlyle pays BAM a placement fee of 2%they are involved were as follows:
Balance at December 31, 201730,575
Loans issued during the year77,269
Loan repayments and the effect of changes in the composition of related parties(10,649)
Balance at December 31, 201897,195
Loans issued during the year45,602
Loan repayments and the effect of changes in the composition of related parties(104,156)
Balance at December 31, 201938,641
Consolidated balance sheets December 31, 2019
December 31, 2018
Deposits 12,838
17,232
    
 Year ended December 31
Consolidated statement of operations201920182017
Interest and fees on loans1,887
4,533
1,100


Certain affiliates of the amountBank have loans and deposits with the Bank which were made and are maintained in the ordinary course of capital committedbusiness on normal commercial terms. Balances with these parties were as follows:
Consolidated balance sheets
December 31, 2019
December 31, 2018
Loans
9,888
10,180
Deposits
342
352





Year ended December 31
Consolidated statement of operations201920182017
Interest and fees on loans677
635
647
Total non-interest expense1,717
1,769
1,939

Capital Transaction

Up to February 28, 2017, investment partnerships associated with The Carlyle Group held approximately 14% of the Bank's equity voting power along with the right to designate two persons for nomination for election by the BAM fundshareholders as members of funds vehicle tothe Bank’s Board of Directors. On February 28, 2017, as a result of a secondary public offering, the Carlyle funds. Group sold their holdings in the Bank, and as a result, the investment agreement between the Bank and the Carlyle Group was terminated.

Financial Transactions With Related Parties
The agreement was negotiated on an arm's-length basisBank holds seed investments in several Butterfield mutual funds, which are managed by a wholly-owned subsidiary of the Bank. These investments are included in equity securities at their fair value and provides for customary terms consistent with those contained in similar arrangements entered into by each of BAM and Carlyle. The aggregate amount of revenue received by BAM in 2016 pursuant to the arrangement was $nil (year-endedare as follows:
Consolidated balance sheets December 31, 2019
December 31, 2018
Equity securities   
  Fair value 7,142
6,176
  Unrealized gain 2,142
1,176

As at December 31, 2015 - $0.9 million; year ended December 31, 2014 - nil). As2019, several Butterfield mutual funds which are managed by a wholly owned subsidiary ofDecember 31, 2016 the assets under management for this fund of funds vehicle was $27.1 million.
Equity Repurchases


On August 13, 2015, we repurchased and canceled 400,000 common shares held by two directors for $14.90 per share, for a total of $6.0 million. Figures reflect the reverse share split that the Bank, effected on September 6, 2016.had loan balances and deposit balances held with the Bank. The Bank also earned asset management revenue and custody and other administration services revenue from funds managed by a wholly-owned subsidiary of the Bank and from directors and executives, companies in which they are principal owners and/or members of the board and trusts in which they are involved, as well as other income from other related parties.

Consolidated balance sheets December 31, 2019
December 31, 2018
Loans 16
1,843
Deposits 3,492
36,655
    
 Year ended December 31
Consolidated statement of operations201920182017
Asset management10,273
9,412
7,697
Custody and other administration services1,452
1,376
1,036
Other non-interest income1,458
972
122

Employment Agreements


The Group has entered into employment agreements with senior management. The compensation paid in 20162019 to senior management under the employment agreements is described above under ‘‘Management — Current Executive Compensation Arrangements". The senior management employment agreements generally provide for terms and conditions of employment, including the payment of a base salary, participation in the Group’s short and long-term incentive compensation programs, notice provisions, severance benefits, change in control equity award vesting and participation in the Group’s health, welfare and retirement programs available to all senior executives. For certain members of senior management, the employment agreements also provide for executive life insurance and participation in the Group’s share purchase programs.
Related PartyRelated-Party Transaction Policy
The Board has adopted a written policy governing the review, approval or ratification of transactions between the Bank or any of its subsidiaries and any "related party," which is a person or entity: (1) that controls, is controlled by, or is under common control with the Bank; (2) that is an associate of the Bank; (3) that is a shareholder of the Bank that has significant influence by virtue of its ownership of the Bank; (4) that is a director, executive officer or other key management person at the Bank; or (5) in which a substantial interest in its voting power is held by the persons described in (3) or (4) above. The policy calls for the related-person transactions to be reviewed and, if deemed appropriate, approved or ratified by our AuditCorporate Governance Committee. In determining whether or not to approve or ratify a related-person transaction, our AuditCorporate Governance Committee takes into account, among other factors it deems important, whether the related-person transaction is in our best interests and whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances. In the event that a member of our AuditCorporate Governance Committee is not disinterested with respect to the related-person transaction under review, that member may not participate in the review, approval or ratification of that related-person transaction. Approval of the disclosure of any related party transaction included in our financial statements or any other SEC filing is the responsibility of the Audit Committee.



109



CERTAIN TAXATION CONSIDERATIONS
Bermuda Tax Considerations
Under Bermuda law, there isare currently no stamp or documentary taxes, duties or similar taxes in connection with a conveyance or transfer on sale, or a conveyance or transfer to effect or having the effect of a voluntary disposition inter vivos or any agreement for the lending and borrowing of the Bank's shares which are listed on the BSX andor NYSE.
We are not required by any Bermuda law or regulation to make any deductions or withholdings in Bermuda from any payment we may make in respect of the Bank's shares. However, during 2018 the Bermuda Tax Reform Commission proposed the introduction of a withholding tax on interest and dividend income, amongst other reforms. The Bermuda government has not introduced this tax as yet. If the tax is introduced, there may be an impact on holders of the Bank’s shares, along with an increase in our compliance obligations.
Furthermore, Bermuda currently has no corporate or capital gains tax.taxes.
Material US Federal Income Tax Consequences
This section describes the material US federal income tax consequences of owning and disposing of common shares of the Bank. It applies solely to US shareholders (as defined below) that hold shares as capital assets for US federal income tax purposes. This section does not describe all of the tax consequences that may apply to members of a special class of holders subject to special rules, including:
a dealer in securities or foreign currencies,currencies;
a regulated investment company,company;
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,holdings;
a tax-exempt organization,organization;
a bank, an insurance company, or any other financial institution,
a person liable for alternative minimum tax,institution;
a person that actually or constructively owns 10% or more, by vote or value, of the Bank,Bank;
a person that holds the Bank's common shares as part of a straddle or a hedging, conversion, or other risk reduction transaction for US federal income tax purposes,purposes;
a person that purchases or sells common shares as part of a wash sale for tax purposes,purposes;
an entity classified as a partnership for US federal income tax purposes,purposes; or
a person whose functional currency is not the US Dollar.
This section is based on the Internal Revenue Code of 1986, as amended (the "IRC"), its legislative history, existing and proposed Treasury regulations, published rulings and court decisions, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis.
If an entity treated as a partnership for US federal income tax purposes holds common shares, the US federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in an entity treated as a partnership for US federal income tax purposes holding common shares should consult its tax advisers with regard to the US federal income tax treatment of the ownership and disposition of the Bank's common shares.
          Shareholders should consult their own tax advisers regarding the US federal, state and local and foreign and other tax consequences of owning and disposing of the Bank's common shares in their particular circumstances.
Special adverse US federal income tax rules apply if a US shareholder owns shares of a company that is or was treated as a PFIC for US federal income tax purposes for any taxable year during which the US shareholder held such shares. US shareholders should consult their own tax advisers as to the potential application of the PFIC rules to their ownership and disposition of the Bank's common shares.
US Shareholders
For the purposes of this discussion, a "US shareholder" is a beneficial owner of common shares that is:
an individual that is a citizen or resident of the United States,
a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States, any state therein or the District of Columbia,
an estate whose income is subject to US federal income tax regardless of its source, or
a trust if a US court can exercise primary supervision over the trust's administration and one or more US persons are authorized to control all substantial decisions of the trust.
Taxation of Dividends
Subject to the preceding discussion under "Risk Factors" under the heading "— Passive Foreign Investment Company Considerations", a US shareholder must include in its gross income as dividends the gross amount of any distribution paid by the Bank to the extent that they are paid out of the Bank's current or accumulated earnings and profits as determined for US federal income tax purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the US shareholder's basis in the common shares of the Bank, causing a reduction in the US shareholder's adjusted basis in such common shares, and thereafter as capital gain. Because the Bank does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US shareholders as dividends.
Dividends paid to certain non-corporate US shareholders by a "qualified foreign corporation" that constitute qualified dividend income are taxable to the shareholder at the preferential rates applicable to long-term capital gains provided that the shareholder holds the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. For this purpose, common shares of the Bank will be treated as stock of a "qualified foreign corporation" if the Bank was not a PFIC for the taxable year in which the dividend was paid, or the preceding taxable year and if such common shares are listed on an established securities market in the United States, such as the NYSE. The common shares of the Bank are listed on the NYSE. Accordingly, subject to the preceding discussion under the heading "— Passive Foreign Investment Company Considerations", dividends the Bank pays with respect to the common shares will constitute qualified dividend income, assuming the holding period requirements are met.
The dividend will not be eligible for the dividends-received deduction allowed to US corporations in respect of dividends received from other US corporations.
Dividends generally will be treated as foreign source income for US foreign tax credit purposes. Under Section 904(h) of the IRC, however, dividends paid by a foreign corporation that is treated as 50% or more owned, by vote or value, by US persons for US federal income tax purposes may be treated as US source income (rather than foreign source income) for foreign tax credit purposes, to the extent the foreign corporation earns US source income. In certain circumstances, US shareholders may be able to choose the benefits of Section 904(h)(10) of the IRC and elect to treat dividends that would otherwise be US source dividends as foreign source dividends, but in such a case the foreign tax credit limitations would be separately determined with respect to such "resourced" income. In general, therefore, the application of Section 904(h) of the IRC may

adversely affect a US shareholder's ability to use foreign tax credits. As a result of the listing of the common shares of the Bank on the NYSE, the Bank may be treated as 50% or more owned by US persons for purposes of Section 904(h) of the IRC. US shareholders are strongly urged to consult their own tax advisers regarding the possible impact if Section 904(h) of the IRC should apply.
Taxation of Capital Gains
Subject to the preceding discussion under the heading "— Passive Foreign Investment Company Considerations", a US shareholder that sells or otherwise disposes of common shares of the Bank will recognize capital gain or loss for US federal income tax purposes equal to the difference between the amount that the US shareholder realizes and the US shareholder's tax basis in those common shares. Capital gain of a non-corporate US shareholder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will be US source income or loss for foreign tax credit limitation purposes. The deduction of capital losses is subject to limitations.
Passive Foreign Investment Company Considerations
Special adverse US federal income tax rules apply if a US shareholder holds shares of a company that is treated as a PFIC for any taxable year during which the US shareholder held such shares. This conclusion is a factual determination that is made annually and thus may be subject to change. A foreign corporation will be considered a PFIC with respect to a US Shareholder for any taxable year if (i) at least 75% of its gross income for the taxable year is passive income (the "income test"), or (ii) at least 50% of the value, determined on the basis of a quarterly average, of its assets is attributable to assets that produce or are held for the production of passive income (the "asset test"). Passive income for this purpose generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. If a foreign corporation owns at least 25% (by value) of the shares or stock of another corporation, the foreign corporation is treated, for purposes of the PFIC tests, as owning a proportionate share of the other corporation's assets and receiving its proportionate share of the other corporation's income.
Banks generally derive a substantial part of their income from assets that are interest bearing or that otherwise could be considered passive under the PFIC rules. The IRS has issued a notice, and has proposed regulations, that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank.
Based upon the proportion of our income derived from activities that are "bona fide" banking activities for US federal income tax purposes, we believe that we were not a PFIC for the taxable year ending December 31, 20162019 (the latest period for which the determination can be made) and, based further on our present regulatory status under local laws, the present nature of our activities, and the present composition of our assets and sources of income, we do not expect to be a PFIC for the current year or any

future years. However, because PFIC status is a factual determination and because there are uncertainties in the application of the relevant rules, there can be no assurances that we will not be a PFIC for any particular year.
If the Bank were a PFIC in any taxable year during which a US shareholder owns the Bank's common shares and the US shareholder does not make a "mark-to-market" election, as discussed below, or a special "purging" election, the Bank generally would continue to be treated as a PFIC with respect to such US shareholder in all succeeding taxable years, regardless of whether the Bank continues to meet the income or asset test discussed above. US shareholders are urged to consult their own tax advisers with respect to the tax consequences to them if the Bank were to become a PFIC for any taxable year in which they own the common shares.
If the Bank is a PFIC for any taxable year during which a US shareholder holds the common shares and the US shareholder does not make a mark-to-market election, as described below, the US shareholder will be subject to special rules with respect to:
any gain realized on the sale or other disposition of its common shares; and
any "excess distribution" that the Bank makes to the US shareholder (generally, any distributions to the US shareholder during a single taxable year that are greater than 125% of the average annual distributions received by the US shareholder in respect of its common shares during the three preceding taxable years or, if shorter, the portion of the US shareholder's holding period for the common shares)shares that preceded the current taxable year).
Under these rules:
the gain or excess distribution will be allocated ratably over the US shareholder's holding period for the common shares;
the amount allocated to the taxable year in which the US shareholder realized the gain or excess distribution and to years before the Bank became a PFIC will be taxed as ordinary income; and
the amount allocated to each other taxable year, with certain exceptions, will be subject to additional tax calculated by multiplying the amount allocated to such other taxable year by the highest tax rate in effect for that taxable year for individuals or corporations, as appropriate, and the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such year.
Alternatively, if a US shareholder owns shares in a PFIC that are treated as "marketable stock," the US shareholder may make a mark-to-market election. The common shares will be treated as marketable stock if they are regularly traded on a "qualified exchange." For these purposes, the common shares will be considered regularly traded during any calendar year during which it is traded, other than in negligible quantities, on a qualified exchange, which includes the NYSE, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded.
A US shareholder that makes a mark-to-market election will not be subject to the PFIC rules described above. Instead, the US shareholder will include as ordinary income each year that the Bank is a PFIC the excess, if any, of the fair market value of its common shares at the end of the taxable year over its adjusted basis in the common shares. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains discussed above. The US shareholder will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its common shares over their fair market value at the end of the taxable year that the Bank is a PFIC (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). The US shareholder's basis in its common shares will be adjusted to reflect any such income or loss amounts recognized. Any gain recognized on the sale or other disposition of the common shares in a taxable year when the Bank is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). Distributions paid on the common shares will be treated as discussed above under "—"- Taxation of Dividends".
A mark-to-market election will continue to be in effect for all taxable years in which the Bank is a PFIC and the common shares are treated as marketable stock, and may not be revoked without the consent of the IRS. If the US shareholder makes a mark-to-market election with respect to its common shares, it will be treated as having a new holding period in its common shares beginning on the first day of the first taxable year beginning after the last taxable year for which the mark-to-market election applies. The application of the mark-to-market rules to an investment in a PFIC with a subsidiary that is also a PFIC is not entirely clear; however, there is a significant risk that some or all of such an investment will be subject to the special rules described above that apply if a mark-to-market election is not made, even if a mark-to-market election is made with respect to the parent PFIC. In the event that the Bank is a PFIC, US shareholders are urged to consult their tax advisers regarding the availability of the mark-to-market election, and whether the election would be advisable in the holder's particular circumstances.

The PFIC rules outlined above would also not apply to a US shareholder if such holder were to elect to treat us as a qualified electing fund ("QEF"). An election to treat us as a QEF will not be available, however, if the Bank does not provide the information necessary to make such an election. The Bank will not provide US shareholders with the information necessary to make a QEF election, and thus, the QEF election will not be available with respect to the common shares.
Notwithstanding any election made with respect to the common shares, dividends received with respect to the common shares will not constitute "qualified dividend income" if we are a PFIC (or are treated as a PFIC with respect to the relevant US shareholder) in either the taxable year of the distribution or the preceding taxable year. Dividends that do not constitute qualified dividend income are not eligible for taxation at the reduced tax rate available to certain non-corporate holders described above in "—"- Taxation of Dividends". Instead, such dividends would be subject to tax at ordinary income rates.
If a US shareholder owns common shares during any taxable year in which we are a PFIC, the US shareholder generally must file annual tax returns (including on Form 8621), for each taxable year that the US shareholder owns the common shares, unless its ownership satisfies a de minimis test.
Taxation of Dividends
Subject to the preceding discussion under the heading "— Passive Foreign Investment Company Considerations" above, a US shareholder must include in its gross income as dividends the gross amount of any distribution paid by the Bank to the extent that it is paid out of the Bank's current or accumulated earnings and profits as determined for US federal income tax purposes. Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the US shareholder's basis in the common shares of the Bank, causing a reduction in the US shareholder's adjusted basis in such common shares, and thereafter as capital gain. Because the Bank does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions generally will be reported to US shareholders as dividends.
Dividends paid to certain non-corporate US shareholders by a "qualified foreign corporation" that constitute qualified dividend income are taxable to the shareholder at the preferential rates applicable to long-term capital gains provided that the shareholder holds the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. For this purpose, common shares of the Bank will be treated as stock of a "qualified foreign corporation" if the Bank was not a PFIC for the taxable year in which the dividend was paid, or the preceding taxable year and if such common shares are listed on an established securities market in the United States, such as the NYSE. The common shares of the Bank are listed on the NYSE. Accordingly, subject to the preceding discussion under the heading "— Passive Foreign Investment Company Considerations", dividends the Bank pays with respect to the common shares will constitute qualified dividend income, assuming the holding period requirements are met.

The dividend will not be eligible for the dividends-received deduction allowed to US corporations in respect of dividends received from other US corporations.
Dividends generally will be treated as foreign source income for US foreign tax credit purposes. Under Section 904(h) of the IRC, however, dividends paid by a foreign corporation that is treated as 50% or more owned, by vote or value, by US persons for US federal income tax purposes may be treated as US source income (rather than foreign source income) for foreign tax credit purposes, to the extent the foreign corporation earns US source income. In general, therefore, the application of Section 904(h) of the IRC may adversely affect a US shareholder's ability to use foreign tax credits. As a result of the listing of the common shares of the Bank on the NYSE, the Bank may be treated as 50% or more owned by US persons for purposes of Section 904(h) of the IRC. US shareholders are strongly urged to consult their own tax advisers regarding the possible impact if Section 904(h) of the IRC should apply.
Taxation of Capital Gains
Subject to the preceding discussion under the heading "— Passive Foreign Investment Company Considerations", a US shareholder that sells or otherwise disposes of common shares of the Bank will recognize capital gain or loss for US federal income tax purposes equal to the difference between the amount that the US shareholder realizes and the US shareholder's tax basis in those common shares. Capital gain of a non-corporate US shareholder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will be US source income or loss for foreign tax credit limitation purposes. The deduction of capital losses is subject to limitations.
Medicare Tax on Net Investment Income
A US person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax (the "Medicare tax") on the lesser of (i) the US person's "net investment income" (or "undistributed net investment income" in the case of an estate or trust) for the relevant taxable year and (ii) the excess of the US person's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual's circumstances). A shareholder's net investment income generally includes its dividend income and its net gains from the disposition of shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If a shareholder is a US person that is an individual, estate or trust, the shareholder is urged to consult the shareholder's tax advisers regarding the applicability of the Medicare tax to the shareholder's income and gains in respect of the shareholder's investment in the Bank's common shares.
Information with Respect to Foreign Financial Assets
Owners of "specified foreign financial assets" with an aggregate value in excess of $50,000 (and in some cases, a higher threshold) may be required to file an information report with respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial institutions, as well as any of the following, if they are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-US persons, (ii) financial instruments and contracts that have non-US issuers or counterparties and (iii) interests in foreign entities. US shareholders are urged to consult their tax advisers regarding the application of this legislation to their ownership of the Bank's common shares.
Backup Withholding and Information Reporting
Information reporting requirements for a non-corporate US shareholder, on IRS Form 1099, will apply to (i) dividend payments or other taxable distributions made to such US shareholder within the United States, and (ii) the payment of proceeds to such US shareholder from the sale of the Bank's common shares effected at a US office of a broker.
Additionally, backup withholding (currently at a 28% rate) may apply to such payments to a non-corporate US shareholder that (i) fails to provide an accurate taxpayer identification number, (ii) (in the case of dividend payments) is notified by the IRS that such US shareholder has failed to report all interest and dividends required to be shown on such US shareholder's federal income tax returns, or (iii) in certain circumstances, fails to comply with applicable certification requirements.
A US shareholder may obtain a refund of any amounts withheld under the backup withholding rules that exceed the shareholder's income tax liability by properly filing a refund claim with the IRS.
Payment of proceeds from the sale of shares effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information reporting in the same manner as a sale within the United States, (and in certain cases may be subject to backup withholding as well) if (i) the broker has certain connections to the United States, or (ii) the sale has certain other specified connections with the United States.
Foreign Account Tax Compliance Act Withholding
Pursuant to the FATCA enacted in 2010, a 30% withholding tax will be imposed on certain payments to certain non-US financial institutions that fail to comply with certain information-reporting, account identification, withholding, certification and other FATCA-related requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. To avoid becoming subject to FATCA withholding, we and other non-US financial institutions may be required to report information to the IRS regarding the holders of the common shares and to withhold on a portion of payments under the common shares to certain holders that fail to comply with the relevant information reporting requirements (or the holders of the common shares directly or indirectly through certain non-compliant intermediaries). SuchHowever, under proposed Treasury regulations, such withholding wouldwill not apply to payments made with respect tobefore the Bank's common shares before January 1, 2019.date that is two years after the date on which final regulations defining the term "foreign passthru payment" are enacted.



112



ENFORCEMENT OF CIVIL LIABILITIES


The Bank is incorporated under the laws of Bermuda. As a result, the rights of holders of the Bank’s common shares will be governed by Bermuda law, and the Butterfield Act and the Bank’s bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. Some of our directors and some of the named experts referred to in this annual report are not residents of the United States, and a substantial portion of our assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in US courts against us or those persons based on the civil liability provisions of the US federal securities laws. However, we may be served with process in the United States with respect to actions against us arising out of or in connection with violations of US federal securities laws relating to offers and sales of common shares made hereby by serving C T Corporation System, 111 Eighth Avenue,28 Liberty Street, New York, New York 10011,10005, our US agent irrevocably appointed for that purpose.


It is doubtful whether courts in Bermuda will enforce judgments obtained in other jurisdictions, including the United States, against us or our directors or officers under the securities laws of those jurisdictions, or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.



113


MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Use of Proceeds from Our IPO

The effective date of the registration statement (File No. 333-212896) for our IPO of the common shares was September 15, 2016. The offering commenced on September 16, 2017 and was closed on September 21, 2017. Goldman, Sachs & Co., Citigroup and Sandler O’Neill & Partners acted as the joint book-running managers, and Keefe, Bruyette & Woods, Raymond James and Wells Fargo Securities acted as co-managers for the offering.

The offering of 12,234,042 common shares at a price to the public of $23.50 per share consisted of 5,957,447 common shares sold by us and 6,276,595 common shares sold by certain selling shareholders (including certain beneficial owners of 10% or more of the common shares and our CEO), including 1,595,744 common shares sold by certain of the selling shareholders pursuant to the underwriters’ option to purchase additional shares, which was exercised in full prior to the closing.

The aggregate gross proceeds from the common shares sold by us was approximately $140 million. Under the terms of the offering, we incurred aggregate underwriting discounts of approximately $8 million and expenses of approximately $5 million in connection with the offering, resulting in net proceeds to us of approximately $127 million. The aggregate gross proceeds from the common shares sold by the selling shareholders was approximately $147 million, and after deducting the aggregate underwriting discounts of approximately $9 million, resulted in net proceeds to the selling shareholders of approximately $138 million.

From the effective date of the registration statement and until December 31, 2016, we have used existing cash and the net proceeds from the offering, in the amount of approximately $127 million, for working capital and other general corporate purposes, including in the redemption and cancellation of all of our issued and outstanding preference shares. None of the net proceeds from the common shares sold by us in the IPO was paid directly or indirectly to any director, officer, general partner of ours or to their associates, persons owning 10% or more of any class of our equity securities, or to any of our affiliates, except as a compensation and general and administrative expenses.



DISCLOSURE CONTROLS AND PROCEDURES


OurEvaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, Butterfield carried out an evaluation, under the supervision and with the participation of Butterfield’s management, including our Chairman and Chief Executive Officer and Group Chief Financial Officer, has evaluatedof the effectiveness of ourthe design and operation of Butterfield’s disclosure controls and procedures (as such term is defined in RulesRule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2016. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concludedAct, to ensure that as of December 31, 2016, our disclosure controls and procedures were effective such that the information required to be disclosed by usButterfield in reports that we fileit files or submitsubmits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SECthe SEC’s rules and forms, and that such information is accumulated and communicated to ourButterfield’s management, including ourits Chairman and Chief Executive Officer and Group Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

This annual report does not include a report Based upon that evaluation, Butterfield’s Chairman and Chief Executive Officer and Group Chief Financial Officer concluded that the design and operation of management’s assessment regarding internal control over financial reporting or an attestation reportthese disclosure controls and procedures were effective, in all material respects, as of the company’s registered public accounting firm due to a transition period established by rulesend of the Securitiesperiod covered by this report.

Reports Regarding Internal Controls

Management’s Annual Report on Internal Control over Financial Reporting and Exchange Commission for newly public companies.the Report of Independent Registered Public Accounting Firm are included on pages F-2 and F-3, respectively.



114



PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
The following table sets forth for the fiscal years indicated the fees charged by our principal accountant and its associated entities for various services provided during those periods:


In millions of $ Fiscal Year Ended  Fiscal Year Ended 
Type of Services December 31, 2016 December 31, 2015 Description of Service December 31, 2019 December 31, 2018 Description of Service
Audit services 5.5
 6.8
 (1) 6.5
 7.4
 (1)
Audit-related services 
 
  0.1
 
 (1)
Tax services 
 0.1
 (2) 
 
 (2)
Other services 
 
  0.2
 0.2
 (3)
Total 5.5
 6.9
  6.8
 7.6
 




(1)Professional services rendered for the audit and review of the consolidated financial statements of The Bank of N.T. Butterfield & Son Limited and statutory audits of the financial statements of The Bank of N.T. Butterfield & Son Limited and its subsidiaries, compliance with local regulations, issuance of and services related to a comfort letter to the underwriters in connection with our initial public offering and review of documents filed with the BMA and the SEC (including services provided by independent experts to the audit firms in connection with the audit).


(2)Services that are normally performed by the independent accountants, ancillary to audit services.

(3)The non-audit services required during the years disclosed above were subject to the Audit Committee's pre-approval process pursuant to paragraph (c) (7)(i)(C) of Rule 2-01 of Regulation S-X.

Pre-approval Procedures
To ensure PwC's independence, all services provided by PwC have to be pre-approved by the Audit Committee. A pre-approval may be granted either for a specific mandate or in the form of a blanket pre-approval authorizing a limited and well-defined type and amount of services. The Audit Committee reviews and approves a list of blanket pre-approvals annually.

The Audit Committee has delegated pre-approval authority to its Chairman up to a maximum of $500,000 for any engagement, and the Group Chief Financial Officer and Group Head of Finance submit all proposals for services by PwC to the Chairman of the Audit Committee, unless there is a blanket pre-approval in place. The Audit Committee is informed of the approvals granted by its Chairman on a quarterly basis.


115



ISSUER PURCHASES OF EQUITY SECURITIES


The following table sets forthbelow details purchases made by or on behalf of the issuer or any "affiliated purchaser," as defined in §240.10b-18(a)(3), of shareshares or other units of any class of the issuer's equity securities that is registered by the issuer pursuant to section 12 of the Exchange Act (15 u.S.C. 781) inU.S.C. 78I) during the 12 months endingyear ended December 31, 2019.

From time to time, the Bank, may seek to repurchase and retire equity securities of the Bank, through cash purchase, privately negotiated transactions, or otherwise. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors. The amounts involved may be material.
As previously reported, on December 6, 2018, the Board approved, with effect from December 10, 2018 to February 29, 2020, a common share repurchase program, authorizing the purchase for treasury of up to 2.5 million common shares. On December 2, 2019, the Board approved a new $125 million common share repurchase program, authorizing the purchase for treasury of up to 3.5 million common shares through to February 28, 2021. The new program came into effect on December 20, 2019 following completion of the previous program. In the year ended December 31, 2016.2019, the Bank retired 2,928,788 shares which were previously held as treasury shares as a result of these buy-backs.


Common Share Buy-Back ProgramThe following table summarizes our repurchases of our common shares during the year ended December 31, 2019.

Period
Total Number of Shares(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of ProgramMaximum Number of Shares that May Yet be Purchased Under the Program
January 2016(2)


90,316
709,684
February 2016(2)
3,068
16.05
93,384
706,616
March 2016(2)
13,474
16.54
106,858
693,142
April 2016(3)
36,455
16.42
36,455
763,545
May 2016(3)
15,320
16.30
51,775
748,225
June 2016(3)
20,505
16.17
72,280
727,720
July 2016(3)
8,184
16.53
80,464
719,536
August 2016(3)
48
17.25
80,512
719,488
September 2016(3)


80,512
719,488
October 2016(3)


80,512
719,488
November 2016(3)


80,512
719,488
December 2016(3)


80,512
719,488
    
Period Total number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of a publicly announced programMaximum number of shares that may yet be purchased under the program
January 1 to 31, 2019 420,000
33.72
420,000
1,825,788
February 1 to 28, 2019 365,000
37.12
785,000
1,460,788
March 1 to 31, 2019 360,000
37.31
1,145,000
1,100,788
April 1 to 30, 2019 340,000
36.89
1,485,000
760,788
October 1 to 31, 2019 150,000
32.58
1,635,000
610,788
November 1 to 30, 2019 383,600
33.79
2,018,600
227,188
December 1 to 19, 2019 227,188
35.81
2,245,788

December 20 to 31, 2019 48,000
37.38
48,000
3,452,000


(1)    Figures reflect a ten-to-one reverse share split of common shares that the Bank effected on September 6, 2016.
(2)
Reflects shares repurchased under the share buy-back program approved by the Board on February 26, 2015, which was effective from April 1, 2015 until March 31, 2016.
(3)
Reflects shares repurchased under the share buy-back program approved by the Board on February 19, 2016, which is effective from April 1, 2016 until March 31, 2017.







116



WHERE YOU CAN FIND MORE INFORMATION


As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Securities Act. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required by other United States domestic reporting companies, the Bank’s shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount, and at the same time, as information is received from, or provided by, other United States domestic reporting companies. We are liable for violations of the rules and regulations of the SEC which do apply to us as a foreign private issuer, see ‘‘Implications of Being an Emerging Growth Company and a Foreign Private Issuer’’.


You may review and copy the registration statements, reports and other information we fileThe SEC maintains an internet site at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC.

For further information on the Public Reference Room, please call the SEC at 1-800-SEC-0330. Our SEC filings, including this annual report, are also available to you on the SEC’s website at http:https://www.sec.gov. This sitewww.sec.gov that contains reports proxy and information statements and other information regarding issuers that file electronically with the SEC. The information on that website is not part of this report.These SEC filings are also available to the public from commercial document retrieval services.




117




INDEX TO THE FINANCIAL STATEMENTS
Audited Consolidated Financial StatementsPage
Management’s Annual Report on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as ofat December 31, 20162019 and December 31, 20152018
Consolidated Statements of Operations for the Years Ended December 31, 2016, 20152019, 2018 and 20142017
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 20152019, 2018 and 20142017
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2016, 20152019, 2018 and 20142017
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 20152019, 2018 and 20142017
Notes to the Consolidated Financial Statements for the years ended December 31, 2016, 20152019, 2018 and 20142017



F- 1



Management’s Annual Report on Internal Control over Financial Reporting
Management of The Bank of N.T. Butterfield & Son Limited (“Butterfield” or the “Bank”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Bank's principal executive and principal financial officers, or persons performing similar functions, and effected by Butterfield's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Butterfield's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Bank’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Bank are being made only in accordance with authorizations of Butterfield’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Bank's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has completed an assessment of the effectiveness of Butterfield's internal control over financial reporting as at December 31, 2019. In making the assessment, management used the “Internal Control - Integrated Framework (2013)” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission.
On July 15, 2019, the Bank completed the acquisition of ABN AMRO (Channel Islands) Limited (“ABN AMRO Channel Islands”). ABN AMRO Channel Islands' total assets and total net revenues represented approximately 7.4% and 0.7%, respectively of the Bank's total assets and total net revenues as at and for the year ended December 31, 2019. As permitted under SEC guidance, the Bank has excluded ABN AMRO Channel Islands from the Bank's assessment scope for the effectiveness of internal control over financial reporting as at December 31, 2019 because it was acquired by the Bank in a business combination during 2019.
Based upon the assessment performed, management concluded that as at December 31, 2019, Butterfield's internal control over financial reporting was effective. There have been no changes in Butterfield’s internal control over financial reporting that occurred during the period covered by this report which have materially affected or are reasonably likely to materially affect Butterfield’s internal control over financial reporting.
The Bank's internal control over financial reporting as at December 31, 2019, has been audited by PricewaterhouseCoopers Ltd, an independent registered public accounting firm, as stated in their report on page F-3 of this annual report.


/s/ Michael Collins
Michael Collins
Chairman and Chief Executive Officer


/s/ Michael Schrum
Michael Schrum
Group Chief Financial Officer




F- 2


Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of
The Bank of N.T. Butterfield & Son Limited


In our opinion,Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets and the related consolidatedstatements of operations, of comprehensive income, of changes in shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of The Bank of N.T. Butterfield & Son Limited and its subsidiaries (the “Company”) as of December 31, 20162019 and December 31, 2015,2018, and the resultsrelated consolidated statements of their operations, comprehensive income, changes in shareholders’ equity and their cash flows for each of the three years in the period endedDecember 31, 20162019, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. TheseAlso in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, are the responsibilityfor maintaining effective internal control over financial reporting, and for its assessment of the Company’s management.effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinionopinions on thesethe Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the overall financial statement presentation.design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion.opinions.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded ABN AMRO (Channel Islands) Limited (“ABN”) from its assessment of internal control over financial reporting as of December 31, 2019 because it was acquired by the Company in a purchase business combination during 2019. We have also excluded ABN from our audit of internal control over financial reporting. ABN’s total assets and total net revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 7.4% and 0.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.



Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Acquisition of ABN
As described in Notes 2 and 27 to the consolidated financial statements, the Company completed the acquisition of ABN for net consideration of $201.1 million in 2019, which resulted in $654.5 million and $24.4 million of loans and intangible assets being recorded, respectively. Management applied judgment in estimating the fair value of loans and intangible assets acquired, which involved the use of estimates and assumptions, including the timing and amounts of cash flow projections and discount rates.
The principal considerations for our determination that the acquisition of ABN is a critical audit matter are (i) significant audit effort and judgment were required in evaluating management’s assumptions, including the timing and amounts of cash flow projections and the discount rates; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing the procedures and evaluating the audit evidence.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, which included controls over the development of the judgments and assumptions related to the valuation of the loans and intangible assets, including cash flow projections, and discount rates. These procedures also included, among others testing the appropriateness of the valuation models used, the reasonableness of the aforementioned assumptions, the completeness and accuracy of the data provided by management and cash flow projections used to estimate the fair value of the loans and intangible assets, using professionals with specialized skill and knowledge to assist in doing so.
Allowance for Credit Losses
As described in Notes 2 and 6 to the consolidated financial statements, management assesses the adequacy of the allowance for credit losses based on evaluations of the loan portfolio utilizing quantitative and qualitative criteria. At December 31, 2019, the allowance for credit losses was $23.6 million on total loans retained of $5.2 billion. As disclosed by management, the allowance is management’s estimate of credit losses incurred in its lending and off-balance sheet credit-related arrangements and comprises the specific and general allowance components. The specific allowance model focuses on the identification of potentially impaired loans on an exposure-by-exposure basis through the Company’s internal risk rating framework. The specific allowance for an individual loan is computed as the difference between the recorded investment in the loan and the present value of expected cash flows and is dependent upon the assumptions on the timing and amounts of the receipt of future cash flows or the fair value of collateral-dependent loans. Management subjectively assesses the adequacy of the general allowance for credit losses and the need for adjustments to the quantitative model estimate, with consideration given to qualitative assumptions such as changes in geographic and external economic factors, changes in the concentrations of the loan


portfolio, changes in the trends in volume of past due loans and the effect of environmental factors such as industry conditions not included in the quantitative model estimate.
The principal considerations for our determination that the allowance for credit losses is a critical audit matter are: (i) significant audit effort was required in evaluating management’s assumptions and estimation process; and (ii) there was a high degree of auditor judgment in performing procedures to evaluate the audit evidence available to support the assumptions used by management in developing the estimate, including geographic and external economic factors, changes in the concentrations of the loan portfolio, changes in the trends in volume of past due loans and the effect of environmental factors such as industry conditions not included in the quantitative model estimate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s allowance estimation process, which included controls over the assumptions used within management’s qualitative assessment. These procedures also included assessing the appropriateness of the methodology and models, testing the completeness and accuracy of the data used in the estimates and testing the reasonableness of the aforementioned assumptions.



/s/ PricewaterhouseCoopers Ltd.
Hamilton, Bermuda
February 13, 201726, 2020


We have served as the Company’s auditor since 1961.


F- 5

The Bank of N.T. Butterfield & Son Limited
Consolidated Balance Sheets
(In thousands of US dollars, except share and per share data)




As atAs at
31 December 2016
31 December 2015
December 31, 2019
December 31, 2018
Assets  
Cash and demand deposits with banks - Non-interest bearing110,741
110,895
88,031
91,722
Demand deposits with banks - Interest bearing326,437
378,629
839,320
520,048
Cash equivalents - Interest bearing1,664,473
1,799,366
1,622,719
1,442,113
Cash due from banks2,101,651
2,288,890
2,550,070
2,053,883
Securities purchased under agreement to resell148,813

Securities purchased under agreements to resell142,283
27,341
Short-term investments519,755
409,482
1,218,380
52,336
Investment in securities  
Trading6,313
321,299
Equity securities at fair value7,419
6,495
Available-for-sale3,332,738
2,201,349
2,220,341
2,182,749
Held-to-maturity (fair value: $1,046,828 (2015: $701,495))1,061,103
701,282
Held-to-maturity (fair value: $2,255,987 (2018: $2,036,214))2,208,663
2,066,120
Total investment in securities4,400,154
3,223,930
4,436,423
4,255,364
Loans  
Loans3,614,725
4,049,457
5,166,210
4,068,991
Allowance for credit losses(44,247)(49,302)(23,588)(25,102)
Loans, net of allowance for credit losses3,570,478
4,000,155
5,142,622
4,043,889
Premises, equipment and computer software167,773
183,378
Premises, equipment and computer software, net of accumulated depreciation158,233
158,060
Accrued interest22,780
17,460
23,560
20,870
Goodwill19,622
23,462
24,838
23,991
Intangible assets42,289
27,669
Other Intangible assets, net71,665
50,751
Equity method investments13,482
12,786
14,480
14,660
Other real estate owned14,199
11,206
Other real estate owned, net3,842
5,346
Other assets82,549
77,145
135,179
66,687
Total assets11,103,545
10,275,563
13,921,575
10,773,178
  
Liabilities  
Customer deposits  
Bermuda 
Non-interest bearing1,733,684
1,348,878
Interest bearing4,213,417
2,922,830
Non-Bermuda 
Non-interest bearing651,329
532,867
2,229,974
2,111,496
Interest bearing3,411,423
4,363,093
10,177,892
7,306,923
Total customer deposits10,009,853
9,167,668
12,407,866
9,418,419
Bank deposits 33,759
33,822
Bermuda344
403
Non-Bermuda23,452
14,075
Total deposits10,033,649
9,182,146
12,441,625
9,452,241
Employee benefit plans139,967
122,135
110,347
117,203
Accrued interest2,143
2,744
8,363
5,072
Preference share dividends payable
654
Other liabilities100,044
100,530
253,997
172,997
Total other liabilities242,154
226,063
372,707
295,272
Long-term debt117,000
117,000
143,500
143,322
Total liabilities10,392,803
9,525,209
12,957,832
9,890,835
Commitments, contingencies and guarantees (Note 12)

  
Shareholders' equity  
Preference share capital (USD 0.01 par; USD 1,000 liquidation preference) issued and outstanding: nil (2015: 182,863)
2
Common share capital (BMD 0.01 par; authorised voting ordinary shares 2,000,000,000 and non-voting ordinary shares 6,000,000,000) issued and outstanding: 53,284,872 (2015: 47,293,253)533
473
Common share capital (BMD 0.01 par; authorized voting ordinary shares 2,000,000,000 and
non-voting ordinary shares 6,000,000,000) issued and outstanding: 53,005,177 (2018: 55,359,218)
530
554
Additional paid-in capital1,142,608
1,225,344
1,081,569
1,171,435
Accumulated deficit(287,677)(368,618)(9,237)(92,676)
Less: treasury common shares, at cost: 2,066 (2015: 924,031)(42)(16,350)
Less: treasury common shares, at cost: 619,212 (2018: 1,254,212)(22,022)(48,443)
Accumulated other comprehensive loss(144,680)(90,497)(87,097)(148,527)
Total shareholders’ equity710,742
750,354
963,743
882,343
Total liabilities and shareholders’ equity11,103,545
10,275,563
13,921,575
10,773,178
The accompanying notes are an integral part of these consolidated financial statements.
chairmansignature.jpg
/s/ Michael Collins
E. Barclay SimmonsMichael Collins
Chairman of the Board

F- 6

The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Operations
(In thousands of US dollars, except per share data)




Year endedYear ended
31 December 2016
31 December 2015
31 December 2014
December 31, 2019
December 31, 2018
December 31, 2017
Non-interest income  
Asset management21,106
18,910
17,728
28,721
25,603
24,711
Banking39,342
35,221
34,280
49,347
45,010
43,772
Foreign exchange revenue30,606
31,896
29,379
37,001
32,895
32,222
Trust44,060
40,264
38,268
51,220
51,004
44,936
Custody and other administration services8,883
9,522
10,166
12,868
9,262
8,149
Other non-interest income3,476
4,359
5,009
4,818
4,912
4,035
Total non-interest income147,473
140,172
134,830
183,975
168,686
157,825
Interest income  
Interest and fees on loans188,000
186,486
191,986
234,032
218,495
187,020
Investments (none of the investment securities are intrinsically tax-exempt)
  
Trading1,725
5,894
9,078
Available-for-sale53,184
51,077
48,044
60,686
68,936
65,299
Held-to-maturity22,261
12,607
10,635
68,735
55,327
36,132
Deposits with banks9,759
6,517
5,358
41,625
24,830
17,178
Total interest income274,929
262,581
265,101
405,078
367,588
305,629
Interest expense  
Deposits11,831
18,446
20,903
51,486
17,617
10,931
Long-term debt4,500
4,861
5,628
7,876
6,949
4,954
Securities sold under repurchase agreements118
8
83
Securities sold under agreement to repurchase14
33

Total interest expense16,449
23,315
26,614
59,376
24,599
15,885
Net interest income before provision for credit losses258,480
239,266
238,487
345,702
342,989
289,744
Provision for credit losses(4,399)(5,741)(8,048)
Provision for credit recoveries (losses)184
6,991
5,837
Net interest income after provision for credit losses254,081
233,525
230,439
345,886
349,980
295,581
Net trading gains (losses)715
(562)10,070
Net realised gains (losses) on available-for-sale investments1,546
(4,407)8,680
Net gains (losses) on equity securities925
(329)511
Net realized gains (losses) on available-for-sale investments1,624
1,100
4,186
Net gains (losses) on other real estate owned(440)277
(1,804)(5)(322)(2,383)
Impairment of fixed assets
(5,083)(1,986)
Net gain on sale of equity method investments

277
Net other gains (losses)(807)338
451
223
(1,304)(1,045)
Total other gains (losses)1,014
(9,437)15,688
2,767
(855)1,269
Total net revenue402,568
364,260
380,957
532,628
517,811
454,675
Non-interest expense  
Salaries and other employee benefits139,967
134,917
129,761
183,659
159,778
145,138
Technology and communications57,441
57,069
57,119
62,633
60,280
53,999
Professional and outside services27,952
26,034
27,181
Property21,043
21,539
24,312
24,181
21,825
19,878
Professional and outside services18,851
27,638
24,022
Indirect taxes16,352
13,882
14,175
21,109
19,485
18,050
Amortisation of intangible assets4,514
4,424
4,281
Non-service employee benefits expense5,649
5,570
8,090
Marketing4,513
3,919
3,802
8,050
6,116
5,739
Amortization of intangible assets5,451
5,091
4,210
Restructuring costs6,266
2,183



1,772
Other expenses16,952
19,674
15,495
18,240
17,164
16,279
Total non-interest expense285,899
285,245
272,967
356,924
321,343
300,336
Net income before income taxes116,669
79,015
107,990
175,704
196,468
154,339
Income tax expense(727)(1,276)169
Income tax benefit (expense)1,371
(1,284)(1,087)
Net income115,942
77,739
108,159
177,075
195,184
153,252
Cash dividends declared on preference shares(13,979)(14,631)(14,712)
Preference shares guarantee fee(1,676)(1,824)(1,834)
Premium paid on repurchase of preference shares(41,913)(28)(96)
Net income attributable to common shareholders58,374
61,256
91,517
  
Earnings per common share  
Basic earnings per share1.20
1.25
1.67
3.33
3.55
2.82
Diluted earnings per share1.18
1.23
1.65
3.30
3.50
2.76
The accompanying notes are an integral part of these consolidated financial statements.



F- 7

The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Comprehensive Income
(In thousands of US dollars)


 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Net income177,075
195,184
153,252
    
Other comprehensive income (loss), net of taxes   
Net change in unrealized gains and losses on translation of net investment in foreign operations(952)(2,317)2,603
Accretion of net unrealized (gains) losses on held-to-maturity investments transferred from available-for-sale investments71
43
140
Net change in unrealized gains and losses on available-for-sale investments55,438
(27,893)6,943
Employee benefit plans adjustments6,873
10,692
5,942
Other comprehensive income (loss), net of taxes61,430
(19,475)15,628
    
Total comprehensive income238,505
175,709
168,880

 Year ended
 31 December 2016
31 December 2015
31 December 2014
    
Net income115,942
77,739
108,159
    
Other comprehensive income (loss), net of taxes   
Net change in unrealised gains and losses on translation of net investment in foreign operations(6,507)(3,139)(2,874)
Accretion of net unrealised (gains) losses on held-to-maturity investments transferred from available-for-sale investments(71)365

Net change in unrealised gains and losses on available-for-sale investments(21,181)(11,793)40,085
Employee benefit plans adjustments(26,424)1,590
(47,143)
Other comprehensive income (loss), net of taxes(54,183)(12,977)(9,932)
    
Total comprehensive income61,759
64,762
98,227


The accompanying notes are an integral part of these consolidated financial statements.



F- 8

The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Changes in Shareholders' Equity




Year endedYear ended
31 December 201631 December 201531 December 2014December 31, 2019December 31, 2018December 31, 2017
Number of shares
In thousands of
US dollars

Number of shares
In thousands of
US dollars

Number of shares
In thousands of
US dollars

Number of shares
In thousands of
US dollars

Number of shares
In thousands of
US dollars

Number of shares
In thousands of
US dollars

Common share capital issued and outstanding  
Balance at beginning of year47,293,253
473
55,002,314
550
54,980,346
550
55,359,218
554
54,692,630
547
53,284,872
533
Conversion of contingent value preference shares

690,939
7
21,968

Retirement of shares(2,393)
(8,400,000)(84)

(2,928,788)(29)



Issuance of common shares5,994,012
60




574,747
5
666,588
7
1,407,758
14
Balance at end of year53,284,872
533
47,293,253
473
55,002,314
550
 
Preference shares 
Balance at beginning of year182,863
2
183,046
2
183,606
2
Repurchase and cancellation of preference shares

(183)
(560)
Redemption of preference shares(182,863)(2)



Balance at end of year

182,863
2
183,046
2
 
Contingent value convertible preference shares 
Balance at beginning of year

690,939
7
712,907
7
Conversion to common shares

(690,939)(7)(21,968)
Balance at end of year



690,939
7
53,005,177
530
55,359,218
554
54,692,630
547
  
Additional paid-in capital  
Balance at beginning of year 1,225,344
 1,353,477
 1,349,767
 1,171,435
 1,155,542
 1,142,608
Share-based compensation 14,072
 7,703
 8,869
 17,459
 11,664
 8,110
Share-based settlements (10,626) (9,749) (4,503) 257
 918
 289
Reduction of carrying value on repurchase of preference shares 
 (183) (560)
Premium paid on repurchase of preference shares (41,913) (28) (96)
Redemption of preference shares (170,206) 
 
Retirement of common shares (45) (125,876) 
 (107,926) 
 
Repurchase of warrant (100) 
 
Cost of issuance of common shares (5,458) 
 
 
 
 22
Issuance of common shares, net of underwriting discounts and commissions 131,540
 
 
 344
 3,311
 4,514
Sale of treasury common shares 
 
 (1)
Balance at end of year 1,142,608
 1,225,344
 1,353,477
 1,081,569
 1,171,435
 1,155,542
  
Accumulated deficit  
Balance at beginning of year (368,618) (405,056) (469,229) (92,676) (204,156) (287,677)
Net income for year 115,942
 77,739
 108,159
 177,075
 195,184
 153,252
Common share cash dividends declared and paid, $0.40 per share (2015: $0.50 per share; 2014: $0.50 per share) (19,346) (24,846) (27,440)
Cash dividends declared on preference shares, $80.00 per share (2015: $80.00 per share; 2014: $80.00 per share) (13,979) (14,631) (14,712)
Preference shares guarantee fee (1,676) (1,824) (1,834)
Common share cash dividends declared and paid, $1.76 per share (2018: $1.52 per share; 2017: $1.28 per share) (93,636) (83,704) (69,731)
Balance at end of year (287,677) (368,618) (405,056) (9,237) (92,676) (204,156)
  
Treasury common shares  
Balance at beginning of year924,031
(16,350)1,277,060
(22,086)831,042
(10,948)1,254,212
(48,443)

2,066
(42)
Purchase of treasury common shares97,053
(1,588)250,370
(4,862)856,734
(17,018)2,293,788
(81,534)1,254,212
(48,443)

Sale of treasury common shares



(380)13
Share-based settlements(1,019,016)17,896
(603,399)10,598
(410,716)5,880




(1,686)29
Fractional share payout(2)




Retirement of shares(2,928,788)107,955




Balance at end of year2,066
(42)924,031
(16,350)1,277,060
(22,086)619,212
(22,022)1,254,212
(48,443)

  
Accumulated other comprehensive loss 
Accumulated other comprehensive income (loss) 
Balance at beginning of year (90,497) (77,520) (67,588) (148,527) (129,052) (144,680)
Other comprehensive income (loss), net of taxes (54,183) (12,977) (9,932) 61,430
 (19,475) 15,628
Balance at end of year (144,680) (90,497) (77,520) (87,097) (148,527) (129,052)
Total shareholders' equity 710,742
 750,354
 849,374
 963,743
 882,343
 822,881
The accompanying notes are an integral part of these consolidated financial statements.
The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Cash Flows
(In thousands of US dollars)


F- 9

 Year ended
 31 December 2016
31 December 2015
31 December 2014
Cash flows from operating activities   
Net income115,942
77,739
108,159
Adjustments to reconcile net income to operating cash flows   
Depreciation and amortisation52,261
50,069
45,116
Provision for credit losses4,399
5,741
8,048
Share-based payments and settlements14,423
7,913
9,049
Impairment of fixed assets
5,083
1,986
Net realised (gains) losses on available-for-sale investments(1,546)4,407
(8,680)
Equity pick up on private equity partnership investment(42)(224)(458)
(Gain) loss on sale of premises and equipment(37)28

Net (gains) losses on other real estate owned440
(277)1,804
Net (gain) on sales of equity method investments

(277)
(Increase) in carrying value of equity method investments(1,137)(980)(834)
Fair value adjustments of a contingent payment895
(143)1,070
Changes in operating assets and liabilities   
(Increase) decrease in accrued interest receivable(6,054)1,417
594
(Increase) in other assets(6,652)(10,259)(3,955)
Increase (decrease) in accrued interest payable(284)(1,907)1,040
Increase (decrease) in employee benefit plans and other liabilities5,587
16,932
(18,885)
Cash provided by operating activities178,195
155,539
143,777
    
Cash flows from investing activities   
(Increase) in securities purchased under agreement to resell(148,813)

Net (increase) in short-term investments(127,708)(28,358)(343,773)
Net change in trading investments314,986
96,086
134,905
Available-for-sale investments: proceeds from sale60,548
238,756
130,453
Available-for-sale investments: proceeds from maturities and pay downs576,892
435,827
198,311
Available-for-sale investments: purchases(1,884,554)(1,018,759)(800,865)
Held-to-maturity investments: proceeds from maturities and pay downs73,725
26,965
12,426
Held-to-maturity investments: purchases(360,959)(50,283)(18,073)
Net (increase) decrease in loans321,722
(36,876)145,023
Additions to premises, equipment and computer software(9,804)(1,477)(6,128)
Proceeds from sale of other real estate owned5,528
11,238
12,389
Dividends received on equity method investments441
1,032
806
Net amounts received for assuming deposits acquired from another bank

310,578
Cash disbursed for business acquisitions(21,778)
(34,757)
Cash used in investing activities(1,199,774)(325,849)(258,705)
The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Cash Flows
(In thousands of US dollars)


 Year ended
 31 December 2016
31 December 2015
31 December 2014
Cash flows from financing activities   
Net increase in demand and term deposit liabilities1,056,029
598,578
637,705
Net (decrease) in securities sold under agreement to repurchase

(25,535)
Proceeds from issuance of common shares, net of underwriting discounts and commissions131,600


Cost of issuance of common shares(5,458)

Proceeds from loans sold under agreement to repurchase5,152


Cost of repurchase of loans under agreement to repurchase(5,152)

Repayment of long-term debt

(90,000)
Common shares repurchased(1,633)(130,822)(17,018)
Preference shares repurchased(212,121)(211)(656)
Warrant repurchased(100)

Proceeds from stock option exercises6,919
640
1,198
Cash dividends paid on common and contingent value convertible preference shares(19,346)(24,846)(27,440)
Cash dividends paid on preference shares(14,629)(14,631)(14,673)
Preference shares guarantee fee paid(1,676)(1,824)(1,834)
Cash provided by financing activities939,585
426,884
461,747
Net effect of exchange rates on cash due from banks(105,245)(30,995)(13,980)
Net increase (decrease) in cash due from banks(187,239)225,579
332,839
Cash due from banks at beginning of year2,288,890
2,063,311
1,730,472
Cash due from banks at end of year2,101,651
2,288,890
2,063,311
    
Supplemental disclosure of cash flow information   
Cash interest paid16,165
21,408
27,654
Cash income tax paid391
596
985
    
Non-cash items   
Transfer to other real estate owned8,961
3,400
6,086
Transfer of available-for-sale investments to held-to-maturity investments74,731
340,969

 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Cash flows from operating activities   
Net income177,075
195,184
153,252
Adjustments to reconcile net income to operating cash flows   
Depreciation and amortization48,390
46,476
50,398
Provision for credit (recovery) losses(184)(6,991)(5,837)
Share-based payments and settlements17,716
12,582
8,410
Net realized (gains) losses on available-for-sale investments(1,624)(1,100)(4,186)
Net (gains) losses on other real estate owned5
322
2,383
(Increase) decrease in carrying value of equity method investments(340)(1,118)(1,028)
Dividends received from equity method investments520
556
412
Changes in operating assets and liabilities   
(Increase) decrease in accrued interest receivable(1,582)3,838
(1,761)
(Increase) decrease in other assets(17,001)(7,813)25,600
Increase (decrease) in accrued interest payable3,111
2,774
82
Increase (decrease) in employee benefit plans and other liabilities23,561
51,635
14,396
Cash provided by (used in) operating activities249,647
296,345
242,121
    
Cash flows from investing activities   
(Increase) decrease in securities purchased under agreements to resell(114,942)151,428
(29,956)
Short-term investments other than restricted cash: proceeds from maturities and sales568,944
252,028
837,272
Short-term investments other than restricted cash: purchases(1,657,456)(63,913)(559,484)
Net change in equity securities at fair value(925)329
(511)
Available-for-sale investments: proceeds from sale225,305
854,160
213,047
Available-for-sale investments: proceeds from maturities and pay downs348,665
480,765
524,971
Available-for-sale investments: purchases(563,007)(242,087)(730,765)
Held-to-maturity investments: proceeds from maturities and pay downs274,490
166,406
113,573
Held-to-maturity investments: purchases(420,018)(903,958)(385,813)
Net (increase) decrease in loans(362,624)(321,944)(130,107)
Additions to premises, equipment and computer software(22,777)(18,529)(19,218)
Proceeds from sale of other real estate owned1,102
5,896
2,689
Purchase of intangible assets
(1,308)
Gross cash received (disbursed for) from business acquisition2,815,752
(20,722)
Cash provided by (used in) investing activities1,092,509
338,551
(164,302)
The accompanying notes are an integral part of these consolidated financial statements.

F- 10

The Bank of N.T. Butterfield & Son Limited
Consolidated Statements of Cash Flows
(In thousands of US dollars)

 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Cash flows from financing activities   
Net increase (decrease) in deposits(744,610)(22,543)(621,105)
Proceeds from issuance of common shares, net of underwriting discounts and commissions

13
Issuance of subordinated capital, net of underwriting fees
73,218

Repayment of long-term debt
(47,000)
Common shares repurchased(81,534)(48,443)
Proceeds from stock option exercises349
3,318
4,546
Cash dividends paid on common shares(93,636)(83,704)(69,731)
Cash provided by (used in) financing activities(919,431)(125,154)(686,277)
Net effect of exchange rates on cash, cash equivalents and restricted cash86,056
2,646
46,645
Net increase (decrease) in cash, cash equivalents and restricted cash508,781
512,388
(561,813)
Cash, cash equivalents and restricted cash: beginning of year2,070,120
1,557,732
2,119,545
Cash, cash equivalents and restricted cash: end of year2,578,901
2,070,120
1,557,732
    
Components of cash, cash equivalents and restricted cash at end of year





Cash due from banks2,550,070
2,053,883
1,535,138
Restricted cash included in short-term investments on the consolidated balance sheets28,831
16,237
22,594
Total cash, cash equivalents and restricted cash at end of year2,578,901
2,070,120
1,557,732
    
Supplemental disclosure of cash flow information   
Cash interest paid56,265
27,374
15,968
Cash income taxes paid2,628
544
696
    
Supplemental disclosure of non-cash items   
Transfer to (out of) other real estate owned(397)2,437

Initial recognition of right-of-use assets and operating lease liabilities22,370


Extinguishment of loan in exchange for available-for-sale investments3,347


The accompanying notes are an integral part of these consolidated financial statements.



F- 11

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements
(In thousands of US dollars, unless otherwise stated)





Note 1: Nature of business


The Bank of N.T. Butterfield & Son Limited (“Butterfield”, the “Bank” or the “Company”) is incorporated under the laws of Bermuda and has a banking licencelicense under the BankBanks and Deposit Companies Act, 1999 (“the Act”). Butterfield is regulated by the Bermuda Monetary Authority (“BMA”), which operates in accordance with Basel principles.


Butterfield is a full service community bank and wealth manager headquartered in Hamilton, Bermuda. The Bank operates its business through 3 geographic segments: Bermuda, the Cayman Islands, and the Channel Islands and the United Kingdom ("UK"), where its principal banking operations are located and where it offers specialized financial services. Butterfield offers banking services, comprised of retail and corporate banking, and wealth management, which consists of trust, private banking, and asset management. In the Bermuda and Cayman Islands segments, Butterfield offers both banking and a provider of specialisedwealth management. In the Channel Islands and the UK segment, the Bank offers wealth management services in all its jurisdictions. Services offered include retail, private and corporate banking, treasury, custody, asset management and personal and institutional trust services. The Bank provides such services from six jurisdictions: Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and the United Kingdom. The Bank holds all applicable licences requiredresidential property lending. Butterfield also has operations in the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland, which are included in which it operates.our Other segment.


On 16 September 2016, theThe Bank's common shares began to trade on the New York Stock Exchange under the symbol "NTB". On 21 September 2016, and on the Bank completed its offering of 5,957,447 common shares, at $23.50 per share. The proceeds, net ofBermuda Stock Exchange ("BSX") under the underwriting discounts and commissions, were $131.6 million.symbol "NTB.BH".


Note 2: Significant accounting policies


The Bank's reporting currency is United States ("US") dollars. Assets, liabilities, revenues and expenses denominated in Bermuda dollars are translated to US dollars at par.

A. Basis of Presentation and Use of Estimates and Assumptions
The accounting and financial reporting policies of the Bank and its subsidiaries conform to generally accepted accounting principles in the United States of America (“GAAP”). The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year, and actual results could differ from those estimates.


Critical accounting estimates are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on the future financial condition and results of operations. Management believes that the most critical accounting policies upon which the financial condition depends, and which involve the most complex or subjective decisions or assessments, are as follows:
Allowance for credit losses
Fair value and impairment of financial instruments
Impairment of long-lived assets
Impairment of goodwill
Employee benefit plans
Share-based payments

Business combinations
Beginning on 1 January 2016, the Bank's financial statements for periods presented are reported in United States ("US") dollars (previously in Bermuda dollars) to increase comparability of the Bank's financial position and results with market peers. Assets, liabilities, revenues and expenses denominated in Bermuda dollars are translated to US dollars at par and consequently, no amounts presented in the financial statements have changed as a result of this change in reporting currency.


B. Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries (collectively the “Bank”), and those variable interest entities (“VIEs”) where the Company is the primary beneficiary. Intercompany accounts and transactions have been eliminated. The Bank consolidates subsidiaries where it holds, directlyVIEs are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or indirectly, more than 50% of(2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or where it exercises control. do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

The Bank is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The determination of whether the Bank meets the criteria to be considered the primary beneficiary of a VIE requires a periodic evaluation of all transactions (such as investments, loans and fee arrangements) with the entity. The Bank performs on-going reassessments of: (1) whether entities previously evaluated under the majority voting-interest framework have become VIEs, based on certain events, and are therefore subject to the VIE consolidation framework; and (2) whether changes in the facts and circumstances regarding the Bank’s involvement with a VIE cause the Bank’s consolidation conclusion to change.

Certain Bank sponsored asset management funds are structured as limited partnerships or limited companies (collectively the “funds”). The funds have various investment strategies (including but not limited to fixed income, equities and fund of funds) and are financed by non-affiliated investors. A subsidiary of the Bank is either the general partner or investment manager to the funds but does not have any significant variable interests in these entities. For those funds where the non-affiliated investors have the ability to remove the subsidiary of the Bank as the general partner or investment manager without cause (i.e. kick out rights), based on a simple majority vote, or the non-affiliated investors have rights to participate in important decisions, the Bank does not consolidate such voting interest entities. In cases where the non-affiliated investors do not have substantive kick out or participating rights, the Bank evaluates the funds as VIEs and consolidates if it is the general partner or investment manager and has a potentially significant interest.

During the periods under review,three years ended December 31, 2019, 2018 and 2017, the Bank had no interests in VIEs where the Bank was considered the primary beneficiary, nor did the Bank have any significant variable interests in a VIE where the Bank was not considered the primary beneficiary. For the variable interests the Bank holds in entities which are not considered VIEs, the Bank utilized the majority voting interest framework. The Bank consolidates these entities where it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control.


Entities where the Bank holds 20% to 50% of the voting rights and/or has the ability to exercise significant influence, other than investments in designated VIEs, are accounted for under the equity method, and the pro rata share of their income (loss) is included in other non-interest income.



F- 12

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


C. Foreign Currency Translation
Assets, liabilities, revenues and expenses denominated in Bermuda dollars are translated to United States ("US")US dollars at par. Assets and liabilities of the parent company arising from other foreign currency transactions are translated into US dollars at the rates of exchange prevailing at the balance sheet date. The resulting gains or losses are included in foreign exchange revenue in the consolidated statements of operations.


The assets and liabilities of foreign currency-based subsidiaries are translated at the rate of exchange prevailing on the balance sheet date, while associated revenues and expenses are translated to US dollars at the average rates of exchange prevailing throughout the year. UnrealisedUnrealized translation gains or losses on investments in foreign currency- based subsidiaries are recorded as a separate component of Shareholders' equity within accumulated other comprehensive loss (“AOCL”). Gains and losses on foreign currency-based subsidiaries are recorded in the consolidated statements of operations when the Bank ceases to have a controlling financial interest in a foreign currency-based subsidiary.


D. Assets Held in Trust or Custody
Securities and properties (other than cash and deposits held with the Bank and its subsidiaries) held in trust, custody, agency or fiduciary capacity for customers are not included in the consolidated balance sheets because the Bank is not the beneficiary of these assets.


E. Cash Due from Banks
Cash due from banks includeincludes cash on hand, cash items in the process of collection, amounts due from correspondent banks and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value. Such investments are those with less thana maturity of three months’ maturitymonths or less from the date of acquisition and include unrestricted term deposits, certificates of deposit and treasury bills.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



F. Securities Purchased Under Agreement to Resell
Securities purchased under agreement to resell are treated as collateralisedcollateralized lending transactions. The obligation to resell is recorded at the value of the cash paid on purchase adjusted for the amortisationamortization of the difference between the purchase price and the agreed resell price. The amortisationamortization of this amount is recorded as interest income.


G. Short-Term Investments
Short-term investments have maturities of less than one year from the date of acquisition, are only subject to an insignificant risk of change in fair value and comprise 1)(1) restricted term and demand deposits, and 2)(2) unrestricted term deposits, certificate of deposits and treasury bills with a maturity greater than three months from the date of acquisition.


H. Investments
InvestmentsEquity securities with readily determinable fair values are carried at fair value in the consolidated balance sheets, with unrealized gains and losses included in the consolidated statements of operations as net gains (losses) on equity securities.

Contained within other assets are investments in private equity for which the Bank does not have sufficient rights or ownership interests to follow the equity method of accounting. Unquoted equity investments which are held directly by the Bank and which do not have readily determinable fair values are recorded at cost, less impairment, plus or minus observable price changes from transactions of identical or similar securities.

Equity method investments which include investments whereby the Bank has the ability to influence, but not control, the financial or operating policies of such entities, are accounted for using the equity method of accounting.

Debt securities are classified as trading, available-for-sale (“AFS”) or held-to-maturity (“HTM”).


Investments are classified as trading when management has the intent to sell these investments either for profit or to invest the cash received by taking customer deposits in foreign currencies.profit. Debt and equity securities classified as trading investments are carried at fair value in the consolidated balance sheets, with unrealisedunrealized gains and losses included in the consolidated statements of operations as net realised / unrealised gains (losses) on trading investments. Investments are classified primarily as AFS when used to manage the Bank’s exposure to interest rate and liquidity movements, as well as to make strategic longer-term investments. AFS investments are carried at fair value in the consolidated balance sheets with unrealisedunrealized gains and losses reported as net increase or decrease to AOCL. Investments that the Bank has the positive intent and ability to hold to maturity are classified as HTM and are carried at amortisedamortized cost in the consolidated balance sheets. UnrecognisedUnrecognized gains and losses on HTM securities are disclosed in the notes to the consolidated financial statements.


The specific identification method is used to determine realisedrealized gains and losses on trading AFS and HTMAFS investments, which are included in net realisedtrading gains and losses and net realized gains and losses on AFS and HTM investments respectively, in the consolidated statements of operations.


Dividend and interest income, including amortisationamortization of premiums and discounts, on securities for which cash flows are not considered uncertain are included in interest income in the consolidated statements of operations. For securities with uncertain cash flows, the investments are accounted for under the cost recovery method, whereby all principal and coupon payments received are applied as a reduction of the amortisedamortized cost and carrying amount. Accrual of income is suspended in respect of debt securities that are in default, or from which it is unlikely that future interest payments will be received as scheduled.

Contained within other assets are investments in private equity for which the Bank does not have sufficient rights or ownership interests to follow the equity method of accounting. Unquoted equity investments which are held directly by the Bank and which do not have readily determinable fair values are recorded at cost and reviewed for impairment if indicators of impairment exist.

Equity method investments which include investments whereby the Bank has the ability to influence, but not control, the financial or operating policies of such entities, are accounted for using the equity method of accounting.


Recognition of other-than-temporary impairments
For debt securities, management considers a decline in fair value to be other-than-temporary when it does not expect to recover the entire amortisedamortized cost basis of the security. Investments in debt securities in unrealisedunrealized loss positions are analysedanalyzed as part of management’s ongoing assessment of other-than-temporary impairment (“OTTI”). When management intends to sell such securities or it is more likely than not that the Bank will be required to sell the securities before recovering the amortisedamortized cost, it recognisesrecognizes an impairment loss equal to the full difference between the amortisedamortized cost basis and the fair value of those securities. When management does not intend to sell or it is not more likely than not that the Bank will be required to sellhold such securities beforeuntil recovering the amortisedamortized cost, management determines whether any credit losses exist to identify any OTTI.


Under certain circumstances, management will perform a qualitative determination and consider a variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions specifically related to the industry, geographic area or financial condition of the issuer or underlying collateral of a security; payment structure of the security; changes to the rating of the security by a rating agency; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. Alternatively, management estimates cash flows over the remaining lives of the underlying security to assess whether credit losses exist.



F- 13

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


In situations where there is a credit loss, only the amount of impairment relating to credit losses on AFS and HTM investments is recognisedrecognized in net income. For AFS investments, the decrease in fair value relating to factors other than credit losses are recognisedis recognized in AOCL. Cash flow estimates take into account expectations of relevant market and economic data as of the end of the reporting period, including, for example, underlying loan-level data, and structural features of securitisation,securitization, such as subordination, excess spread, over collateralisationcollateralization or other forms of credit enhancement. The degree of judgment involved in determining the recoverable value of an investment security is dependent upon the availability of observable market prices or observable market parameters. When observable market prices and parameters do not exist, judgment is necessary to estimate recoverable value which gives rise to added uncertainty in the assessment. The assessment takes into consideration factors such as interest rate changes, movements in credit spreads, default rate assumptions, prepayment assumptions, type and quality of collateral, and market sentiment.


Management's fair valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values which may be greater or lower than the actual value at which the investments may be ultimately sold or the ultimate cash flows that may be recovered. If the assumptions on which management based its fair valuations change, the Bank may experience additional OTTI or realisedrealized losses or gains, and the period-to-period changes in value could vary significantly.


I. Loans
Loans are reported as the principal amount outstanding, net of allowance for credit losses, unearned income, fair value adjustments arising from hedge accounting and net deferred loan fees. Interest income is recognisedrecognized over the term of the loan using the effective interest method, or on a basis approximating a level rate of return over the term of the loan, except for loans classified as non-accrual. Prepayments are treated as a reduction of principal outstanding which is recognized upon receipt of payment. Prepayment penalties, if applicable under the terms of the specific loan agreement, are recognized also upon receipt of payment.


Acquired loans
Acquired loans are recorded at fair value at the date of acquisition. No allowance for credit losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. Acquired loans with evidence of credit quality deterioration for which it is probable that the Bank will not receive all contractually required payments receivable are accounted for as purchased credit-impaired loans. Generally, acquired loans that meet the Bank's definition for non-accrual status are considered to be credit-impaired.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



The excess of the cash flows expected to be collected on purchased credit-impaired loans, measured as of the acquisition date, over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan using an effective yield methodology. The difference between contractually required payments as of the acquisition date and the cash flows expected to be collected is referred to as the non-accretable difference which is included as a reduction of the carrying amount of the purchased credit-impaired loans.


The Bank evaluates at each balance sheet date the estimated cash flows and corresponding carrying value of purchased credit-impaired loans in the same manner as for the measurement of impaired loans, as is described below. The Bank evaluates at each balance sheet date whether the carrying value of its purchased credit-impaired loans has decreased and if so, recognisesrecognizes an allowance for credit losses in its consolidated statements of operations. For any increases in cash flows expected to be collected, the Bank adjusts any prior recorded allowance for purchased credit-impaired loans first, and then the amount of accretable yield recognized on a prospective basis over the purchased credit-impaired loan’s remaining life. Purchased credit-impaired loans are not considered non-performing and continue to have an accretable yield as long as there is a reasonable expectation about the timing and amount of cash flows expected to be collected.


Participated or Assigned Loans
The Bank may act as lead lender on large loans from time to time and may for strategic or commercial reasons, assign portions of such loans to other market participants. Such assignments are without full right of recourse to the Bank as the lead lender and participants/assignees accept all risks and obligations of the ultimate borrower associated with their proportional participation and assignment in such loans. The Bank records the unassigned portion of the principal outstanding in such loans on the consolidated balance sheets and records only its proportional share of interest income on the unassigned portion of the loan in the consolidated statement of operations.

Impaired loans
A loan is considered to be impaired when, based on current information and events, the Bank determines that it will not be able to collect all amounts due according to the original loan contract, including scheduled interest payments. Impaired loans include all non-accruing loans and all loans modified in a troubled debt restructuring (‘‘TDR’’) even if full collectability is expected following the restructuring.


When a loan is identified as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases the current fair value of the collateral, less selling costs, is used instead of discounted cash flows.


If the Bank determines that the expected realisablerealizable value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortisedunamortized premium or discount), impairment is recognisedrecognized through an allowance estimate. If the Bank determines that part of the allowance is uncollectible, that amount is charged off.


Non-accrual
Commercial, commercial real estate and consumer loans (excluding credit card consumer loans) are placed on non-accrual status generally if:
in the opinion of management, full payment of principal or interest is in doubt; or
principal or interest is 90 days past due.


Residential mortgages are placed on non-accrual status immediately if:
in the opinion of management, full payment of principal or interest is in doubt; or
when principal or interest is 90 days past due, unless the loan is well secured and any ongoing collection efforts are reasonably expected to result in repayment of all amounts
due under the contractual terms of the loan.


Interest income on non-accrual loans is recognisedrecognized only to the extent it is received in cash. Cash received on non-accrual loans where there is no doubt regarding full repayment (no impairment recognisedrecognized in the form of a specific allowance) is first applied as repayment of the past due principal amount of the loan and secondly to past due interest and fees.


Where there is doubt regarding the ultimate full repayment of the non-accrual loan (impairment recognisedrecognized in the form of a specific allowance), all cash received is applied to reduce the principal amount of the loan. Interest income on these loans is recognisedrecognized only after the entire balance receivable is recovered and interest is actually received.



F- 14

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Loans are returned to accrual status when:
none of the principal or accrued interest is past due (with certain exceptions as noted below) and the Bank expects repayment of the remaining contractual obligation; or
when the loan becomes well secured and in the process of collection.


Loans modified in a troubled debt restructuring ("TDR")TDR
A modification of a loan constitutes a TDR when a borrower is experiencing financial difficulty and the modification constitutes a concession from originally agreed terms. If a restructuring is considered a TDR, the Bank is required to make certain disclosures in the notes of the consolidated financial statements and individually evaluate the restructured loan for impairment. The Bank employs various types of concessions when modifying a loan that it would not otherwise consider which may include extension of repayment periods, interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimiseminimize economic loss and to avoid foreclosure or repossession of collateral.


Commercial and industrial loans modified in a TDR oftenmay involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is oftenmay be requested. Commercial mortgage and construction loans modified in a TDR oftenmay involve extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modified in a TDR may also involve extending the interest-only payment period.


Residential mortgage modifications generally involve a short-term forbearance period after which the missed payments are added to the end of the loan term, thereby extending the maturity date. Interest continues to accrue on the missed payments and as a result, the effective yield on the mortgage remains unchanged. As the forbearance period usually involves an insignificant payment delay they typically do not meet the reporting criteria for a TDR.


Automobile loans modified in a TDR are primarily composed of loans where the Bank has lowered monthly payments by extending the term.


When a loan undergoes a TDR, the determination of the loan's accrual versus non-accrual status following the modification depends on several factors. As with the risk rating process, the accrual status decision for such a loan is a separate and distinct process from the loan's TDR analysis and determination. Management considers the following in determining the accrual status of restructured loans:
If the loan was appropriately on accrual status prior to the restructuring, the borrower has demonstrated performance under the previous terms, and the bank'sBank's credit evaluation shows the borrower's capacity to continue to perform under the restructured terms (both principal and interest payments), it is likely that the appropriate conclusion is for the loan to remain on accrual at the time of the restructuring. This evaluation must include consideration of the borrower's sustained historical repayment performance for a reasonable period prior to the date on which the loan was restructured. A sustained period of repayment performance generally would be a minimum of six months and would involve payments of cash or cash equivalents; or
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


If the loan was on non-accrual status before the restructuring, but the bank'sBank's credit evaluation shows the borrower's capacity to meet the restructured terms, the loan would likely remain as non-accrual until the borrower has demonstrated a reasonable period of sustained repayment performance. As noted above, this period generally would be at least six months (thereby providing reasonable assurance as to the ultimate collection of principal and interest in full under the modified terms). Sustained performance before the restructuring may be taken into account.


Loans that have been modified in a TDR are restored to accrual status only when interest and principal payments are brought current for a continuous period of six months under the modified terms. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status.


A loan that is modified in a TDR prior to becoming impaired will be left on accrual status if full collectability in accordance with the restructured terms is expected. The Bank works with its customers in these difficult economic times and may enter into a TDR for loans that are in default, or at risk of defaulting, even if the loan is not impaired.


A loan that had previously been modified in a TDR and is subsequently refinanced under current underwriting standards at a market rate with no concessionary terms is accounted for as a new loan and is no longer reported as a TDR.


Delinquencies
The entire balance of an account is contractually delinquent if the minimum payment of principal or interest is not received by the specified due date. Delinquency is reported on loans that are more than 30 days past due.


Charge-offs
The Bank recognisesrecognizes charge-offs when it determines that loans are uncollectible, and this generally occurs when all commercially reasonable means of recovering the loan balance have been exhausted.


Commercial and consumer loans are either fully or partially charged-off down to the fair value of collateral securing the loans when:
management judges the loan to be uncollectible;
repayment is expected to be protracted beyond reasonable time frames;
the asset has been classified as a loss by either the Bank’s internal loan review process or third party appraisers; or
the customer has filed bankruptcy and the loss becomes evident owing to a lack of assets or cash flow.


The outstanding balance of commercial and consumer real estate secured loans and residential mortgages that are in excess of the estimated property value, less costs to sell, is charged-off once there is reasonable assurance that such excess outstanding balance is not recoverable.


Credit card consumer loans that are contractually 180 days past due and other consumer loans with an outstanding balance under $100,000 that are contractually 180 days past due are generally written off and reported as charge-offs.


J. Allowance for Credit Losses
The Bank maintains an allowance for credit losses, which in management’s opinion is adequate to absorb all estimated credit-related losses that are incurred in its lending and off-balance sheet credit-related arrangements at the balance sheet date. The allowance for credit losses consists of specific allowances and a general allowance as follows:



F- 15

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Specific allowances
Specific allowances are determined on an exposure-by-exposure basis identified through the Bank's internal risk rating framework and reflect the associated estimated credit loss. The specific allowance for credit lossan individual loan is computed as the difference between the recorded investment in the loan and the present value of expected future cash flows fromand is dependent upon the loan.assumptions on the timing and amounts of the receipts or the fair value of collateral-dependent loans. The effective rate of return on the loan is used for discounting the cash flows. However, when foreclosure of a collateral-dependent loan is probable, the Bank measures impairment based on the fair value of the collateral. The Bank considers estimated costs to sell, on a discounted basis, in the measurement of impairment if those costs are expected to reduce the cash flows available to repay or otherwise satisfy the loan. If the measurement of an impaired loan is less than the recorded investment in the loan, then the Bank recognisesrecognizes impairment by creating an allowance with a corresponding charge to provision for credit losses.


For all commercial and commercial real estate TDRs, the Bank conducts further analysis to determine the probable amount of loss and establishes a specific allowance for the loan, if appropriate. The Bank estimates the impairment amount by comparing the loan’s carrying amount to the estimated present value of its future cash flows or the fair value of its underlying collateral. For collateral-dependent impaired commercial and commercial real estate loans, the excess of the Company’s recorded investment in the loan over the fair value of the collateral, less cost to sell, is charged off to the specific allowance.


For consumer and residential mortgage TDRs that are not collateral-dependent, allowances are developed using the present value of expected future cash flows, compared to the recorded investment in the loans. Expected re-default factors are considered in this analysis. The fair value of collateral is periodically monitored subsequent to the modification.


General allowances
The allowance for credit losses attributed to the remaining portfolio of smaller balance homogeneous loans is established through various analysesanalyzes that estimate the incurred loss at the balance sheet date inherent in the lending and off-balance sheet credit-related arrangements portfolios. These analysesanalyzes may consider historical default and loss rates, geographic, industry, economic, and other environmental factors. Management may also considersconsider overall portfolio indicators including trends in internally risk rated exposures, delinquent (defined as loans that are more than 30 days past due), non-performing, trends in volumes and terms of loans, cash-basis loans, historical and forecasted write-offs, and a review of industry, geographic and portfolio concentrations, including current developments within those segments. In addition, management considersmay consider the current business strategy and credit process, including lending policies and procedures such as limit setting and compliance, credit approvals, loan underwriting criteria and loan workout procedures.

Each portfolio of smaller balance, homogeneous loans, including consumer instalment, revolving credit, and most other consumer loans, is collectively evaluated for impairment. The allowance for credit losses attributed to these loans is established via a process that estimates the probable losses inherent and incurred in the portfolio, based upon various analyses. Management considers overall portfolio indicators including historical credit losses; delinquent (defined as loans that are more than 30 days past due), non-performing, and classified loans; trends in volumes and terms of loans; an evaluation of overall credit quality; the credit process, including lending policies and procedures; and economic, geographical, product, and other environmental factors.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



K. Business Combinations, Goodwill and Intangible Assets
All business combinations are accounted for using the acquisition method. Identifiable intangible assets (mostly customer relationships) are recognisedrecognized separately from goodwill and are initially valued at fair value using discounted cash flow calculations and other recognisedrecognized valuation techniques. Goodwill represents the excess of the fair value of the consideration paid for the acquisition of a business over the fair value of the net assets acquired. Contingent purchase consideration wasis measured at its fair value and recorded on the purchase date. Any subsequent changes in the fair value of a contingent consideration liability will be recorded through the consolidated statements of operations.


Goodwill is tested annually for impairment at the reporting unit level, or more frequently if events or circumstances indicate there may be impairment. If the carrying amount of a reporting unit, including the allocated goodwill, exceeds its fair value, goodwill impairment is measured as the excess of the carrying amount of the reporting unit's allocated goodwill over the implied fair value of the goodwill. Other acquired intangible assets with finite lives are amortisedamortized on a straight-line basis over their estimated useful lives, not exceeding 15 years. Intangible assets' estimated lives are re-evaluated annually and an impairment test is carried out if certain indicators of impairment exist.


L. Premises, Equipment and Computer Software
Land is carried at cost. Buildings, equipment and computer software, including leasehold improvements, are carried at cost less accumulated depreciation. The Bank generally computes depreciation using the straight-line method over the estimated useful life of an asset, which is 50 years for buildings, and three to 10 years for other equipment. For leasehold improvements the Bank uses the straight-line method over the lesser of the remaining term of the leased facility or the estimated economic life of the improvement. The Bank capitalisescapitalizes certain costs, including interest cost incurred during the development phase, associated with the acquisition or development of internal use software. Once the software is ready for its intended use, these costs are amortisedamortized on a straight-line basis over the software's expected useful life, which is between five and 10 years.


Management reviews the recoverability of the carrying amount of premises, equipment and computer software when indicators of impairment exist and an impairment charge is recorded when the carrying amount of the reviewed asset is deemed not recoverable by future expected cash flows to be derived from the use and disposition of the asset. If there is a disposition out of premises, equipment and computer software, a gain is recorded if the difference of the proceeds on disposition is in excess of the assets carrying value. Otherwise, a loss is recorded. If there is an abandonment out of premises, equipment and computer software, the full carrying value of the asset is recognized as a loss.


M. Other Real Estate Owned
Other real estate owned (“OREO”) is comprised ofcomprises real estate property held for sale and commercial and residential real estate properties acquired in partial or total satisfaction of loans acquired through foreclosure proceedings, acceptance of a deed-in-lieu of foreclosure or by taking possession of assets that were used as loan collateral. These properties are initially recorded at fair value less estimated costs to sell the property. If the recorded investment in the loan exceeds the property’s fair value at the time of acquisition, a charge-off is recorded against the specific allowance. If the carrying value of the real estate exceeds the property’s fair value at the time of reclassification, an impairment charge is recorded in the consolidated statements of operations. Subsequent decreases in the property’s fair value below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value of a property may be used to reduce the allowance but not below zero. Any operating expenses of the property are recognisedrecognized through charges to non-interest expense.


N. Leases
In the normal course of operation, the Bank enters into leasing agreements either as the lessee or the lessor. Starting on January 1, 2019 (the adoption date of the new lease accounting guidance Accounting Standards Update (“ASU”) 2016-02 Leases (Topic 842)), the Bank recognized (prospectively, with no adjustments to prior periods) right-of-use assets and lease liabilities for operating leases and for finance leases. Lease liabilities are measured as the present value of future lease payments, including term renewals that are reasonably certain to occur, discounted using the Bank’s incremental borrowing interest rate. Right-of-use assets are measured as the carrying amount of the related lease liabilities adjusted for: prepaid or accrued lease payments, unamortized lease incentive received, unamortized initial direct costs and any impairment of the right-of-use asset.

On January 1, 2019 the Bank elected the practical expedient: (1) not to reassess whether any expired or existing contracts are or contain leases; (2) not to reassess the lease classification for any expired or existing leases and (3) not to reassess initial direct costs for any existing leases.

The Bank also elected: (1) the practical expedient not to separate lease components from non-lease components for all classes of underlying assets; and (2) the practical expedient not to recognize a right-of-use asset and a lease liability for leases with a term at inception of 12 months or less, including renewal options that are reasonably certain to be exercised (referred to as “short term leases”).

F- 16

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



O. Derivatives
All derivatives are recognisedrecognized on the consolidated balance sheets at their fair value. On the date that the Bank enters into a derivative contract, it designates the derivative as either: a hedge of the fair value of a recognisedrecognized asset or liability (a fair value hedge); a hedge of a forecasted transaction or the variability of cash flows that are to be received or paid in connection with a recognisedrecognized asset or liability (a cash flow hedge); a hedge of an exposure to foreign currency risk of a net investment in a foreign operation (a net investment hedge); or, an instrument that is held for trading or non-hedging purposes (a trading or non-hedging derivative instrument).


All instruments utilisedutilized as a hedging instrument in a fair value hedge or cash flow hedge must have one or more underlying notional amounts, no or a minimal net initial investment and a provision for net settlement in the contract to meet the definition of a derivative instrument. Instruments utilisedutilized as a hedging instrument in a hedge of a net investment in foreign operations may be derivative instruments or non-derivatives.


The changes in the fair value of a derivative that is designated and qualifies as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, are recorded in current year earnings.


The changes in the fair value of a derivative that is designated and qualifies as a cash flow hedge, to the extent that the hedge is effective, are recorded in other comprehensive loss ("OCL") and the ineffective portion is recorded in current year earnings. That is, ineffectiveness from a derivative that overcompensates for changes in the hedged cash flows is recorded in earnings. However, the ineffectiveness from a derivative that under compensates is not recorded in earnings.


The changes in the fair value of a derivative that is designated and qualifies as a foreign currency hedge is recorded in either current year earnings or OCL, dependsdepending on whether the hedging relationship satisfies the criteria for a fair value or cash flow hedge. If, however, a derivative is used as a hedge of a net investment in a foreign operation, the changes in the derivative’s fair value, to the extent that the derivative is effective as a hedge, are recorded in the cumulative translation adjustment ("CTA"(“CTA”) account within OCL.


Changes in the fair value of trading and non-hedging derivative instruments are reported in current year earnings.


The Bank formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash flow, or foreign currency hedges to specific assets and liabilities on the consolidated balance sheets or specific firm commitments or forecasted transactions.


The Bank also formally assesses whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods.


For those hedge relationships that are terminated, hedge designations that are elected to be removed, forecasted transactions that are no longer expected to occur, or the hedge relationship ceases to be highly effective, the hedge accounting treatment described in the paragraphs above is no longer applied and the end-user derivative is terminated or transferred to the trading designation. For fair value hedges, any changes to the carrying value of the hedged item prior to the discontinuance remain as part of the basis of the asset or liability. When a cash flow hedge is discontinued, the net derivative gain (loss) remains in AOCL unless it is probable that the forecasted transaction will not occur in the originally specified time period.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


O. Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase (securities financing agreements) are treated as collateralised financing transactions. The obligation to repurchase is recorded at the value of the cash received on sale adjusted for the amortisation of the difference between the sale price and the agreed repurchase price. The amortisation of this amount is recorded as an interest expense.


P. Collateral
The Bank pledges assets as collateral as required for various transactions involving security repurchase agreements, deposit products and derivative financial instruments. Assets that have been pledged as collateral, including those that can be sold or repledged by the secured party, continue to be reported on the Bank’s consolidated balance sheets under the same line items as non-pledged assets of the same type.


Q. Employee Benefit Plans
The Bank maintains trusteed pension plans for substantially all employees as either non-contributory defined benefit plans or defined contribution plans. Benefits under the defined benefit plans are based primarily on the employee's years of credited service and average annual salary during the final years of employment as defined in the plans. The Bank also provides post-retirement medical benefits for certain qualifying active and retired Bermuda-based employees.


Expense for the defined benefit pension plans and the post-retirement medical benefits plan is composed of (a) the actuarially determined benefits for the current year's service, (b) imputed interest on the actuarially determined liability of the plan, (c) in the case of the defined benefit pension plans, the expected investment return on the fair value of plan assets and (d) amortisationamortization of certain items over the expected average remaining service life of employees in the case of the active defined benefit pension plans, estimated average remaining life expectancy of the inactive participants in the case of the inactive defined benefit pension plans and the expected average remaining service life to full eligibility age of employees covered by the plan in the case of the post-retirement medical benefits plan. The items amortisedamortized are amounts arising as a result of experience gains and losses, changes in assumptions, plan amendments and the change in the net pension asset or post-retirement medical benefits liability arising on adoption of revised accounting standards.


For each of the defined benefit pension plans and for the post-retirement medical benefits plan, the assetassets and liability recognisedliabilities recognized for accounting purposes are reported in other assets and employee benefit plans respectively. The actuarial gains and losses, transition obligation and prior service costs of the defined pension plans and post-retirement medical benefits plan are recognisedrecognized in OCL net of tax and amortisedamortized to net income over the average service period for the active defined benefit pension plans and post-retirement medical benefits plan and average remaining life expectancy for the inactive defined benefit pension plans.


For the defined contribution pension plans, the Bank and participating employees provide an annual contribution based on each participating employee's pensionable earnings. Amounts paid are expensed in the period.


R. Share-Based Compensation
The Bank engages in equity settled share-based payment transactions in respect of services received from eligible employees. The fair value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the grant. The cost of the employee services received in respect of the shares or share options granted is recognisedrecognized in the consolidated statements of operations over the shorter of the vesting or service period.



F- 17

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the current share price, the risk-free interest rate, expected dividend rate, the expected volatility of the share price over the life of the option and other relevant factors. TimeThe fair value of unvested share awards is deemed to be the closing price of the publicly traded Bank shares on grant date. The fair value of time vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of employee services so that ultimately, the amount recognisedrecognized in the consolidated statements of operations reflects the number of vested shares or share options. The Bank recognisesrecognizes compensation cost for awards with performance conditions if and when the Bank concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures (e.g., due to termination of employment prior to vesting).


S. Revenue Recognition
Trust, custody and other administration services fees include fees for private and institutional trust, executorship, and custody services. Asset management fees include fees for investment management, investment advice and brokerage services. Fees are recognisedrecognized as revenue over the period of the relationship or when the Bank has rendered all services to the clients and is entitled to collect the fee from the client, as long as there are no contingencies associated with the fees.


Banking services fees primarily include fees for letters of credit and other financial guarantees, compensating balances, overdraft facilities and other financial services-related products as well as credit card fees. Letters of credit and other financial guarantees fees are recognisedrecognized as revenue over the period in which the related guarantee is outstanding. Credit card fees are comprised of merchant discounts, late fees and membership fees, net of interchange and rewards costs. Credit card fees are recognised in the period in which the service is provided. Alland other fees are recognised as revenuerecognized in the period in which the service is provided.


Foreign exchange revenue includes fees earned on currency exchange transactions which are recognisedrecognized when such transactions occur, as well as gains and losses recognisedrecognized when translating financial instruments held or due in currencies other than the local functional currency at the rates of exchange prevailing at the balance sheet date.


Loan interest income includes the amortisationamortization of deferred non-refundable loan origination and commitment fees. These fees are recognisedrecognized as an adjustment of yield over the life of the related loan. Loan origination and commitment fees are offset by their related direct costs and only the net amounts are deferred and amortisedamortized into interest income.


Dividend and interest income, including amortisationamortization of premiums and discounts, on securities for which cash flows are not considered uncertain are included in interest income in the consolidated statements of operations. Loans placed on non-accrual status and investments with uncertain cash flows are accounted for under the cost recovery method, whereby all principal, dividends, interest and coupon payments received are applied as a reduction of the amortisedamortized cost and carrying amount.


T. Fair Values
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Bank determines the fair values of assets and liabilities based on the fair value hierarchy which requires an entity to maximisemaximize the use of observable inputs and minimiseminimize the use of unobservable inputs when measuring fair value. The relevant accounting standard describes three levels of inputs that may be used to measure fair value. Investments classified as trading and AFS, and derivative assets and liabilities are recognisedrecognized in the consolidated balance sheets at fair value.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



Level 1, 2 and 3 valuation inputs
Management classifies items that are recognisedrecognized at fair value on a recurring basis based on the level of inputs used in their respective fair value determination as described below.


Fair value inputs are considered Level 1 when based on unadjusted quoted prices in active markets for identical assets.


Fair value inputs are considered Level 2 when based on inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active.


Fair value inputs are considered Level 3 when based on internally developed models using significant unobservable assumptions involving management's estimations or non-binding bid quotes from brokers.


The following methods and assumptions were used in the determination of the fair value of financial instruments:


Cash due from banks
The carrying amount of cash and demand deposits with banks, being short-term in nature, is deemed to approximate fair value.


Cash equivalents include unrestricted term deposits, certificates of deposits and Treasury bills with a maturity of less than three months from the date of acquisition and the carrying value at cost is considered to approximate fair value because they are short term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk.


Short-term investments
Short-term investments comprise restricted term and demand deposits and unrestricted term deposits, certificates of deposit and treasury bills with less than one year but greater than three months' maturity from the date of acquisition. The carrying value at cost is considered to approximate fair value because they are short term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk.


Trading investments andEquity securities, defined benefit pension plan equity securities, and mutual funds
Trading investmentsThese include equities and mutual funds and debt securities issued by both US and non-US governments.funds. The fair value of listed equity securities is based upon quoted market values. Investments in actively traded mutual funds are based on their published net asset values. See “AFS and HTM investments and defined benefit pension plan fixed income securities” below for valuation techniques and inputs of fixed income securities.


AFS and HTM investments and defined benefit pension plan fixed income securities
The fair values for AFS investments are generally sourced from third parties. The fair value of fixed income securities is based upon quoted market values where available, “evaluated bid” prices provided by third party pricing services (“pricing services”) where quoted market values are not available, or by reference to broker or underwriter bid indications where pricing services do not provide coverage for a particular security. To the extent the Bank believes current trading conditions represent distressed transactions, the Bank may elect to utiliseutilize internally generated models. The pricing services typically use market approaches for valuations using primarily Level 2 inputs (in the vast majority of valuations), or some form of discounted cash flow analysis.



F- 18

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Pricing services indicate that they will only produce an estimate of fair value if there is objectively verifiable information available to produce a valuation. Standard inputs to the valuations provided by the pricing services listed in approximate order of priority for use when available include: reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data. The pricing services may prioritiseprioritize inputs differently on any given day for any security, and not all inputs listed are available for use in the evaluation process on any given day for each security evaluation. However, the pricing services also monitor market indicators and industry and economic events. When these inputs are not available, pricing services identify “buckets” of similar securities (allocated by asset class types, sectors, sub-sectors, contractual cash flows/structure, and credit rating characteristics) and apply some form of matrix or other modelledmodeled pricing to determine an appropriate security value which represents their best estimate as to what a buyer in the marketplace would pay for a security in a current sale.


It is common industry practice to utiliseutilize pricing services as a source for determining the fair values of investments where the pricing services are able to obtain sufficient market corroborating information to allow them to produce a valuation at a reporting date. In addition, in the majority of cases, although a value may be obtained from a particular pricing service for a security or class of similar securities, these values are corroborated against values provided by other pricing services. While the Bank receives values for the majority of the investment securities it holds from pricing services, it is ultimately management’s responsibility to determine whether the values received and recorded in the financial statements are representative of appropriate fair value measurements.


Broker/dealer quotations are used to value investments with fixed maturities where prices are unavailable from pricing services due to factors specific to the security such as limited liquidity, lack of current transactions, or trades only taking place in privately negotiated transactions. These are considered Level 3 valuations, as significant inputs utilisedutilized by brokers may be difficult to corroborate with observable market data, or sufficient information regarding the specific inputs utilisedutilized by the broker was not available to support a Level 2 classification.


For disclosure purposes, HTM investments held-to-maturity are fair valued using the same methods described above.


Loans
The majority of loans are variable rate and re-price in response to changes in market rates and hence management estimates that the fair value of loans is not significantly different than their carrying amount. For significant fixed-rate loan exposures, fair value is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, of such loans. Management includes the effects of specific provisions raised against individual loans, which factors in a loan's credit quality, as well as accrued interest in determining the fair value of loans.


Accrued interest
The carrying amounts of accrued interest receivable and payable are assumed to approximate their fair values given their short-term nature.


OREO
OREO assets are carried at the lower of cost or fair value less estimated costs to sell. The determination of fair value, which aims at estimating the realisablerealizable value of the properties, is based either on third partythird-party appraisals, when available, or on internal valuation models. Appraisals of OREO properties are updated on an annual basis.

The Bank Where the fair value of N.T. Butterfield & Son Limited
Notesthe related property is based on an unadjusted appraised value, the OREO is generally classified as Level 2. Where significant adjustments are made to the Consolidated Financial Statements (continued)appraised value, or based on an internally generated valuation model, the OREO is generally classified as Level 3.
(In thousands of US dollars, unless otherwise stated)



Deposits
The fair value of fixed-rate deposits has been estimated by discounting the contractual cash flows, using market interest rates offered at the balance sheet date for deposits of similar terms. The carrying amount of deposits with no stated maturity date is deemed to equate to the fair value.


Long-term debt
The fair value of the long-term debt has been estimated by discounting the contractual cash flows, using current market interest rates.


Derivatives
Derivative contracts can be exchange traded or over-the-counter (“OTC”) derivative contracts and may include forward, swap and option contracts relating to interest rates or foreign currencies. Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations or alternative pricing sources where an understanding of the inputs utilisedutilized in arriving at the valuations is obtained.


Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms and specific risks inherent in the instrument as well as the availability of pricing information in the market. The Bank generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, interest rate swaps and options, model inputs can generally be verified and model selection does not involve significant management judgment.


Goodwill
The fair value of reporting units for which goodwill is recognisedrecognized is determined when an impairment assessment is performed by discounting estimated future cash flows using discount rates reflecting valuation-date market conditions and risks specific to the reporting unit.


U. Impairment or Disposal of Long-Lived Assets
Impairment losses are recognisedrecognized when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash flows expected from its use and disposal. The impairment recognisedrecognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Long-lived assets that are to be disposed of other than by sale are classified and accounted for as held for use until the date of disposal or abandonment. Assets that meet certain criteria are classified as held for sale and are measured at the lower of their carrying amounts or fair value less estimated costs to sell.


V. Credit-Related Arrangements
In the normal course of business, the Bank enters into various commitments to meet the credit requirements of its customers. Such commitments, which are not included in the consolidated balance sheet, include:

commitments to extend credit, which represent undertakings to make credit available in the form of loans or other financing for specific amounts and maturities, subject to certain conditions;
standby letters of credit, which represent irrevocable obligations to make payments to third parties in the event that the customer is unable to meet its financial obligations; and,

F- 19

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


documentary and commercial letters of credit, related primarily to the import of goods by customers, which represent agreements to honourhonor drafts presented by third parties
upon completion of specific activities.


These credit arrangements are subject to the Bank's normal credit standards and collateral is obtained where appropriate. The contractual amounts for these commitments set out in the table in Note 12 represent the maximum payments the Bank would have to make should the contracts be fully drawn, the counterparty default, and any collateral held prove to be of no value. As many of these arrangements will expire or terminate without being drawn upon or are fully collateralised,collateralized, the contractual amounts do not necessarily represent future cash requirements. The Bank does not carry any liability for these obligations.


W. Income Taxes
The Bank uses the asset and liability method of accounting for income taxes. Under this method, deferred income taxes reflect the net tax effect of temporary differences between the consolidated financial statements' carrying amounts of assets and liabilities and their respective tax bases. Accordingly, a deferred income tax asset or liability is determined for each temporary difference based on the enacted tax rates to be in effect on the expected reversal date of the temporary difference. The effect of a change in tax rates on deferred tax assets and liabilities is recognisedrecognized in income in the period that includes the enactment date.


The Bank records net deferred tax assets to the extent the Bank believes these assets will more likely than not be realised.realized. Net deferred income tax assets or liabilities accumulated as a result of temporary differences are included in other assets or other liabilities, respectively. A valuation allowance is established to reduce deferred income tax assets to the amount more likely than not to be realised.realized. In making such a determination, the Bank considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Bank were to determine that it would be able to realiserealize the deferred income tax assets in the future in excess of their net recorded amount, the Bank would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.


The Bank records uncertain tax positions on the basis of a two-step process whereby (1) the Bank determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) where those tax positions that meet the more-likely-than-not recognition threshold, the Bank recognisesrecognizes the largest amount of tax benefit that is greater than 50 percent likely to be realisedrealized upon ultimate settlement with the related tax authority.


Income taxes on the consolidated statements of operations include the current and deferred portions of the income taxes. The Bank recognisesrecognizes accrued interest and penalties related to income taxes in operating expenses. Income taxes applicable to items charged or credited directly to shareholders’ equity are included in such items.


X. Consolidated Statements of Cash Flows
For the purposes of the consolidated statements of cash flows, cash due from banks include cash on hand, cash items in the process of collection, amounts due from correspondent banks and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in fair value.value, and restricted cash included in short-term investments on the consolidated balance sheets.





The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



Y. Earnings Per Share
Earnings per share have been calculated using the weighted average number of common shares outstanding during the year (see also Note 20)21). Dividends declared on preference shares and related guarantee fees are deducted from net income to obtain net income available to common shareholders. In periods when basic earnings per share is positive, the dilutive effect of share-based compensation plans is calculated using the treasury stock method, whereby the proceeds received from the exercise of share-based awards are assumed to be used to repurchase outstanding common shares, using the quarterly average market price of the Bank’s shares for the period.


Z. New Accounting Pronouncements
The following accounting developments were issued during the year ended December 31, December 2016:2019 or are accounting standards pending adoption:

In January 2016, the FASB published Accounting Standards Update No. 2016-01 Financial Instruments – Overall (Subtopic 825-10) which: 1) requires that equity securities be measured at fair value with changes in the fair value recognised through net income; 2) allow certain equity investments to be re-measured at fair value either upon the occurrence of an observable price change or upon identification of an impairment (qualitative assessment being allowed); 3) requires public business entities that are required to disclose fair value of financial instruments on the balance sheet to measure that fair value using the exit price notion consistent with Topic 820, Fair Value Measurement; 4) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option; and, 5) requires enhanced disclosures about certain financial assets and financial liabilities. This update is effective for public business entities for fiscal years, and interim periods with in those fiscal years, beginning after 15 December 2017. Except for the early application guidance in the update, early adoption of the amendments is not permitted. The Bank is assessing the impact of the adoption of this guidance.

In February 2016, FASB published Accounting Standards Update No. 2016-02 Leases (Topic 842) which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. This update is effective for public business entities for fiscal years, and interim periods with in those fiscal years, beginning after 15 December 2018. Early application is permitted. The Bank has determined that this standard will have an effect due to the recognition of lease assets and lease liabilities currently classified as operating leases, which will result in the recognition of assets and corresponding lease liabilities.

In March 2016, FASB published Accounting Standards Update No. 2016-08 Revenue from Contracts with Customers (Topic 606). The amendments in this update are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. The amendments in this update affect the guidance in Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") which is not yet effective. The effective date for this update is the same as for Accounting Standards Update No. 2015-14 Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date ("ASU 2015-14") which defers the effective date of ASU 2014-09 by one year resulting in the effective date being fiscal years, and interim periods with in those fiscal years, beginning after 15 December 2017. Earlier application is permitted only as of annual reporting periods beginning after 15 December 2016, including interim reporting periods within that reporting period. The Bank has determined that this standard will affect non-interest income items that are fee generating but does not expect the impact to have a significant effect.

In March 2016, FASB published Accounting Standards Update No. 2016-09 Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments in this update are intended to simplify various aspects of the accounting for share-based payments including accounting for the income tax effects of share-based payments, minimum statutory tax withholding requirements and forfeitures. This update is effective for public business entities for fiscal years, and interim periods with in those fiscal years after 15 December 2016, and early adoption is permitted. The Bank has assessed the impact of the adoption of this guidance, and does not expect this to have an impact.


In June 2016, FASB publishedthe Financial Accounting Standards Update No.Board (“FASB”) published ASU 2016-13 Financial Instruments – Credit Losses. The amendments in this update provide a new impairment model, known as the current expected credit loss model (“CECL") that is based on expected losses rather than incurred losses. The amendments in this update are also intended to reduce the complexity and reduce the number of impairment models entities use to account for debt instruments. For public business entities that meet the GAAP definition of an SECa Securities and Exchange Commission (“SEC”) filer, the effective date for this update is for fiscal years beginning after December 15, December 2019, including interim periods within those fiscal years. The CECL model is applicable to the measurement of credit losses on financial instruments at amortized cost, including loan receivables and HTM debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases recognized by a lessor. In addition, the amendments to Topic 326 require credit losses on AFS securities to be presented as a valuation allowance rather than as a direct write-down.

For debt securities, the guidance will be applied prospectively. Existing purchased credit-impaired (“PCI”) assets will be grandfathered and classified as purchased credit deteriorated (“PCD”) assets at the date of adoption. The assets will be grossed up for the allowance for expected credit losses for all PCD assets at the date of adoption and will continue to recognize the noncredit discount in interest income based on the yield of such assets as of the adoption date. For all other assets within the scope of CECL, which are primarily loans for the Bank, a cumulative-effect adjustment will be recognized in retained earnings (accumulated deficit) as of the date of application. Subsequent changes in expected credit losses will be recorded through the respective allowance.

The Bank will apply the provisions of ASU 2016-13 with effect from January 1, 2020. The Bank does not intend to restate comparative information. In addition to the adjustment to opening accumulated deficit and the measurement of expected credit losses, the standard will also result in revisions to accounting policies and procedures, new and additional financial statement note disclosures, changes and amendments to internal control documents, the development of a new risk model and associated methodologies, as discussed above. The new loss model will also require the Bank to collect and maintain attributes as it relates to its financial instruments that are within scope of CECL including fair value of collateral, expected performance over the lifetime of the instrument and reasonable and supportable assumptions about future economic conditions. Changes in the required allowance for credit losses will be recorded in the consolidated statement of operations.

The Bank had previously established a governance process and a working group with multiple members from applicable departments, including credit risk management and finance, to evaluate the requirements of this new standard, to develop a loss model consistent with lifetime expected loss estimates and to design and implement any changes required to current processes. The design and implementation of the new impairment process has been completed with the measurement of expected losses to be primarily based on the product of the respective instrument’s probability of default (“PD”), loss given default (“LGD”), and exposure at default (“EAD”), and historically incurred loss rates, respectively. For AFS securities, any allowance for credit losses is assessing the impact ofbased on an impairment assessment.

The total expected adjustment as at December 31, 2019 resulting from the adoption of this guidance.

In August 2016, FASB published Accounting Standards Update No. 2016-15 Statement of Cash Flows (Topic 230). The amendments in this update provide guidance on eight specific cash flow issues regarding their presentation and classificationmethodology on the Statementopening balance of Cash Flows. The eight specific areas are: debt prepayment or debt extinguishment costs, settlementthe Bank’s net equity at January 1, 2020 is an estimated decrease of zero-coupon debt instruments of other debt instruments with coupon interest rates that are insignificant in relation$7.8 million relating to the effective interest rateBank's loan portfolio. The Bank will continue to monitor and enhance elements of its impairment process in advance of the borrowing, contingent consideration payments made after a business combination, proceeds fromfinancial reporting for the settlementfirst quarter of insurance claims, proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies), distributions received from equity method investees, beneficial interest in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This update is effective for public business entities for fiscal years, and interim periods within those fiscal years, after 15 December 2017, and early adoption is permitted. The Bank is assessing the impact of the adoption of this guidance.2020.


In October 2016, FASB published Accounting Standards Update No. 2016-17 Consolidation (Topic 810) ("ASU 2016-17"). This Update was issued to amend the consolidation guidance presented in Accounting Standards Update No. 2015-02 Consolidation (Topic 810) ("ASU 2015-02) on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The amendments in this Update do not change the characteristics of a primary beneficiary in GAAP, but under the amendments, a single decision maker is not required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety. Instead, a single decision maker is required to include those interests on a proportionate basis consistent with indirect interests held through other related parties. The Bank has early adopted ASU 2015-02 and has concluded that ASU 2016-17 does not have an impact on the Bank.
F- 20

In November 2016, FASB published Accounting Standards Update No. 2016-18 Statement of Cash Flows (Topic 230). This Update requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This update is effective for public business entities for fiscal years, and interim periods with in those fiscal years, beginning after 15 December 2017. Early adoption is permitted. The Bank has determined that this standard will have an effect on the presentation of the statements of cash flows as the Bank often owns cash balances affected by drawing restrictions related to minimum reserve and derivative margin requirements.


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)





In April 2019 and November 2019, respectively, the FASB published ASU 2019-04 and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments—Credit Losses affecting a variety of topics including Topic 815, Derivatives and Hedging, Topic 825, Financial Instruments and Sub-topic 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest. The amendments clarify, correct and improve various aspects of the guidance in the following ASU's related to financial instruments: ASU 2016-01 Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities, ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and ASU 2017-12 Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments relating to ASU 2016-01 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, early adoption is permitted and it should be applied on a modified-retrospective transition basis. The amendments relating to ASU 2016-13 are effective as noted in ASU 2016-13. The amendments relating to ASU 2017-12 are effective as noted in ASU 2017-12. Other than the impact of ASU 2016-13 as disclosed above, ASU 2019-04 and ASU 2019-11 are not expected to have a material impact on the Bank's financial statements.

In May 2019, the FASB published ASU 2019-05 Financial Instruments - Credit Losses (Topic 326) - Targeted Transition Relief. The amendments in this update provide targeted transition relief that is an option for, and will be available to, all reporting entities within the scope of Topic 326. It provides entities with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis for eligible instruments that are within the scope of Subtopic 326-20 upon adoption of Topic 326. The fair value option election does not apply to HTM debt securities. The effective date and transition methodology for the amendments in this update are the same as in ASU 2016-13. The Bank has elected not to adopt this elective guidance.

In March 2019, the FASB published ASU 2019-01 Leases (Topic 842) - Codification Improvements. The amendments in this update provide clarification on three issues relating to ASU 2016-02 Leases (Topic 842): (1) determining the fair value of the underlying asset by lessors that are not manufactures or dealers; (2) presentation on the statement of cash flows - sales-type and direct financing leases for all lessors that are depository and lending entities within the scope of Topic 942; and (3) transition disclosures related to Topic 250, Accounting Changes and Error Corrections. The transition and effective date provisions for this update apply to Issue 1 and Issue 2 and are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, for public business entities. Issue 3 amendments are to the original transition requirements in Topic 842 to clarify that the transition disclosures for Topic 250, paragraphs 250-10-50-1(b)(2) and paragraph 250-10-50-3 are excluded from interim disclosure requirements for Topic 842. The Bank does not anticipate this ASU to have a material impact on the Bank.

Note 3: Cash due from banks

In 2019, the classification of certain interest bearing and non-interest bearing cash items was amended and the 2018 classification presented below was revised accordingly.
31 December 201631 December 2015
Bermuda 
Non-Bermuda
Total 
Bermuda 
Non-Bermuda
Total 
December 31, 2019December 31, 2018
Non-interest bearing  
Cash and demand deposits with banks28,690
82,051
110,741
31,199
79,696
110,895
88,031
91,722
  
Interest bearing¹  
Demand deposits with banks138,123
188,314
326,437
130,589
248,040
378,629
839,320
520,048
Cash equivalents976,557
687,916
1,664,473
691,439
1,107,927
1,799,366
1,622,719
1,442,113
Sub-total - Interest bearing1,114,680
876,230
1,990,910
822,028
1,355,967
2,177,995
2,462,039
1,962,161
  
Total cash due from banks1,143,370
958,281
2,101,651
853,227
1,435,663
2,288,890
2,550,070
2,053,883
¹ Interest bearing cash due from banks includes certain demand deposits with banks as at December 31, December 20162019 in the amount of $305.3$439.5 million (31 December 2015: $306.9(December 31, 2018: $236.7 million) that are earning interest at a negligible rate.


Note 4: Short-term investments
 December 31, 2019December 31, 2018
Unrestricted  
Maturing within three months594,749
25,459
Maturing between three to six months591,212
9,641
Maturing between six to twelve months2,584

Total unrestricted short-term investments1,188,545
35,100
   
Affected by drawing restrictions related to minimum reserve and derivative margin requirements  
Non-interest earning demand deposits2,270
2,401
Interest earning demand and term deposits27,565
14,835
Total restricted short-term investments29,835
17,236
   
Total short-term investments1,218,380
52,336



F- 21
 31 December 201631 December 2015
 Bermuda 
Non-Bermuda
Total 
Bermuda 
Non-Bermuda
Total 
Unrestricted      
Maturing within three months36,953
80,360
117,313

104,249
104,249
Maturing between three to six months343,723
40,825
384,548
99,810
192,118
291,928
Maturing between six to twelve months



796
796
Total unrestricted short-term investments380,676
121,185
501,861
99,810
297,163
396,973
       
Affected by drawing restrictions related to minimum reserve and derivative margin requirements      
Interest earning demand deposits17,894

17,894
12,509

12,509
Total short-term investments398,570
121,185
519,755
112,319
297,163
409,482


Note 5: Investment in securities

Amortised Cost, Carrying Amount and Fair Value
On the consolidated balance sheets, trading and available-for-sale ("AFS") investments are carried at fair value and held-to-maturity ("HTM") investments are carried at amortised cost.
 31 December 201631 December 2015
 
Amortised
 cost

Gross
 unrealised
 gains

Gross
 unrealised
 losses

Fair value
Amortised
 cost

Gross
 unrealised
 gains

Gross
 unrealised
 losses

Fair value
Trading        
US government and federal agencies



278,500
2,347
(1,504)279,343
Non-US governments debt securities



7,483
6

7,489
Asset-backed securities - Student loans



28,845

(560)28,285
Mutual funds5,724
1,091
(502)6,313
5,739
903
(460)6,182
Total trading5,724
1,091
(502)6,313
320,567
3,256
(2,524)321,299
         
Available-for-sale        
US government and federal agencies2,448,207
6,773
(24,578)2,430,402
1,399,456
8,812
(3,769)1,404,499
Non-US governments debt securities27,895
178
(1,053)27,020
29,275
300

29,575
Corporate debt securities513,881
2,139
(1,545)514,475
505,139
3,779
(2,774)506,144
Asset-backed securities - Student loans13,290

(797)12,493
13,291

(1,130)12,161
Commercial mortgage-backed securities151,855
43
(1,352)150,546
153,046
9
(4,329)148,726
Residential mortgage-backed securities200,288
56
(2,542)197,802
101,382

(1,138)100,244
Total available-for-sale3,355,416
9,189
(31,867)3,332,738
2,201,589
12,900
(13,140)2,201,349
         
Held-to-maturity¹        
US government and federal agencies1,061,103
2,528
(16,803)1,046,828
701,282
5,365
(5,152)701,495
Total held-to-maturity1,061,103
2,528
(16,803)1,046,828
701,282
5,365
(5,152)701,495
¹ For the years ended 31 December 2016, 2015 and 2014, non-credit impairments recognised in accumulated other comprehensive loss ("AOCL") for HTM investments were nil.
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)





Note 5: Investment in securities

Amortized Cost, Carrying Amount and Fair Value
On the consolidated balance sheets, equity securities and AFS investments are carried at fair value and HTM investments are carried at amortized cost.
 December 31, 2019December 31, 2018
 Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair value
Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair value
Equity securities        
Mutual funds5,724
2,142
(447)7,419
5,724
1,176
(405)6,495
Total equity securities5,724
2,142
(447)7,419
5,724
1,176
(405)6,495
         
Available-for-sale        
US government and federal agencies2,040,171
18,617
(6,342)2,052,446
1,820,808
3,355
(37,656)1,786,507
Non-US governments debt securities26,118
82
(524)25,676
25,804
19
(398)25,425
Corporate debt securities



80,177

(1,464)78,713
Asset-backed securities - Student loans13,290

(399)12,891
13,290

(664)12,626
Commercial mortgage-backed securities



125,806
6
(2,603)123,209
Residential mortgage-backed securities128,952
654
(278)129,328
160,492

(4,223)156,269
Total available-for-sale2,208,531
19,353
(7,543)2,220,341
2,226,377
3,380
(47,008)2,182,749
         
Held-to-maturity¹        
US government and federal agencies2,208,663
47,814
(490)2,255,987
2,066,120
5,012
(34,918)2,036,214
Total held-to-maturity2,208,663
47,814
(490)2,255,987
2,066,120
5,012
(34,918)2,036,214
¹ For the years ended December 31, 2019, 2018 and 2017, non-credit impairments recognized in AOCL for HTM investments were NaN.

Investments with UnrealisedUnrealized Loss Positions
The Bank does not believe that the AFS and HTM investment securities that were in an unrealisedunrealized loss position as ofat December 31, 2019 (and December 2016 (and 31, December 2015)2018), which were comprisedcomposed of 17068 securities representing 76%23% of the AFS and HTM portfolios' faircarrying value (31 December 2015: 99(December 31, 2018: 198 and 54%75%, respectively), represent an OTTI. Total gross unrealisedunrealized losses were 1.5%0.8% of the fair value of affected securities (31 December 2015: 1.1%(December 31, 2018: 2.6%). Management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery. Unrealized losses were attributable primarily to changes in market interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. DueThe issuers continue to a strategic change inmake timely principal and interest payments on the investment portfolio composition during the year ended 31 December 2015, several AFS securities were sold while being in an unrealised loss position. The Bank considers this to be a one-time event, and has determined that it is more likely than not that the Bank will not be required to sell, nor does the Bank have the intent to sell any of the remaining investment securities before recovery of the amortised cost basis.securities. The following describes the processes for identifying credit impairment in security types with the most significant unrealisedunrealized losses as shown in the preceding tables.


Management believes that all the US government and federal agencies securities do not have any credit losses, given the explicit and implicit guarantees provided by the US federal government.


Management believes that all the Non-US governments debt securities securities do not have any credit losses, given the explicit guarantee provided by the issuing government.


The unrealised losses in Corporate debt securities relate primarily to 12 debt securities that are all of investment grade with ratings ranging from BBB+ to A. Management believes that the value of these securities will recover and the current unrealised loss positions are a result of interest rate movements.

Investments in Asset-backed securities - Student loans are composed primarily of securities collateralisedcollateralized by Federal Family Education Loan Program loans (“FFELP loans”). FFELP loans benefit from a US federal government guarantee of at least 97% of defaulted principal and accrued interest, with additional credit support provided in the form of over-collateralisation,over-collateralization, subordination and excess spread, which collectively total in excess of 100%. Accordingly, the vast majority of FFELP loan-backed securities are not exposed to traditional consumer credit risk.


Investments in CommercialResidential mortgage-backed securities relate to 10 senior7 securities which are rated AAA and 1 senior security rated A that possess similar significant subordination, a form of credit enhancement expressed hereafter as the percentage of pool losses that can occur before the senior securities held by the Bank will incur its first dollar of principal loss.described above. No credit losses were recognisedrecognized on these securities as the weighted average credit support and the weighted average loan-to-value ratios ("LTV"(“LTV”) range from 5%11% - 36%22% and 25%54% - 60%63%, respectively. Current credit support is significantly greater than any delinquencies experienced on the underlying mortgages.


Investments in Residential mortgage-backed securities relate
F- 22

The Bank of N.T. Butterfield & Son Limited
Notes to 13 securities which are rated AAA or AA+ and possess significant credit enhancement as described above. No credit losses were recognised on these securities as there are no delinquencies over 60 days on the underlying mortgages and the weighted average credit support and LTV ratios range from 5% - 18% and 56% - 68%, respectively.Consolidated Financial Statements (continued)

(In thousands of US dollars, unless otherwise stated)


In the following tables, debt securities with unrealisedunrealized losses that are not deemed to be OTTI are categorisedcategorized as being in a loss position for "less than 12 months" or "12 months or more" based on the point in time that the fair value most recently declined below the amortisedamortized cost basis. During 2016, Management revised
 Less than 12 months12 months or more  
December 31, 2019
Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Total
 fair value

Total gross
unrealized
losses

Available-for-sale securities with unrealized losses      
US government and federal agencies376,262
(1,786)435,999
(4,556)812,261
(6,342)
Non-US governments debt securities202
(1)22,246
(523)22,448
(524)
Asset-backed securities - Student loans

12,891
(399)12,891
(399)
Residential mortgage-backed securities6,038
(30)50,254
(248)56,292
(278)
Total available-for-sale securities with unrealized losses382,502
(1,817)521,390
(5,726)903,892
(7,543)
       
Held-to-maturity securities with unrealized losses      
US government and federal agencies47,038
(214)46,411
(276)93,449
(490)
       
 Less than 12 months12 months or more  
December 31, 2018
Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Total
fair value

Total gross
unrealized
losses

Available-for-sale securities with unrealized losses      
US government and federal agencies372,283
(1,586)1,027,638
(36,070)1,399,921
(37,656)
Non-US governments debt securities

22,360
(398)22,360
(398)
Corporate debt securities14,914
(114)63,799
(1,350)78,713
(1,464)
Asset-backed securities - Student loans

12,626
(664)12,626
(664)
Commercial mortgage-backed securities812

117,379
(2,603)118,191
(2,603)
Residential mortgage-backed securities49,804
(1,313)106,465
(2,910)156,269
(4,223)
Total available-for-sale securities with unrealized losses437,813
(3,013)1,350,267
(43,995)1,788,080
(47,008)
       
Held-to-maturity securities with unrealized losses      
US government and federal agencies647,484
(11,468)724,974
(23,450)1,372,458
(34,918)


Investment Maturities
The following table presents the methodology for consideringremaining term to contractual maturity of the time period during which an investment has been in an unrealized loss by looking at monthly positions rather than annually.Bank’s securities. The 2015 comparative have been restated usingactual maturities may differ as certain securities offer prepayment options to the new methodology.borrowers.
 Remaining term to maturity  
December 31, 2019
Within
 3 months

3 to 12
 months

1 to 5
 years

5 to 10
 years

Over
10 years

No specific or single
 maturity

Carrying
 amount

Equity securities       
Mutual funds




7,419
7,419
        
Available-for-sale       
US government and federal agencies




2,052,446
2,052,446
Non-US governments debt securities



22,449
3,227


25,676
Asset-backed securities - Student loans




12,891
12,891
Residential mortgage-backed securities




129,328
129,328
Total available-for-sale

22,449
3,227

2,194,665
2,220,341
        
Held-to-maturity       
US government and federal agencies




2,208,663
2,208,663
Total investments

22,449
3,227

4,410,747
4,436,423
        
Total by currency       
US dollars



22,449
3,227

4,410,469
4,436,145
Other




278
278
Total investments

22,449
3,227

4,410,747
4,436,423


F- 23

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 Less than 12 months12 months or more  
31 December 2016
Fair
value

Gross
 unrealised
 losses

Fair
value

Gross
unrealised
losses

Total
 fair value

Total gross
unrealised
losses

Available-for-sale securities with unrealised losses      
US government and federal agencies1,558,636
(21,932)266,094
(2,646)1,824,730
(24,578)
Non-US governments debt securities21,681
(1,053)

21,681
(1,053)
Corporate debt securities214,506
(1,545)

214,506
(1,545)
Asset-backed securities - Student loans

12,493
(797)12,493
(797)
Commercial mortgage-backed securities134,195
(1,352)

134,195
(1,352)
Residential mortgage-backed securities181,556
(2,542)

181,556
(2,542)
Total available-for-sale securities with unrealised losses2,110,574
(28,424)278,587
(3,443)2,389,161
(31,867)
       
Held-to-maturity securities with unrealised losses      
US government and federal agencies937,080
(16,803)

937,080
(16,803)
       
 Less than 12 months12 months or more  
31 December 2015
Fair
value

Gross
 unrealised
 losses

Fair
value

Gross
unrealised
losses

Total
fair value

Total gross
unrealised
losses

Available-for-sale securities with unrealised losses      
US government and federal agencies449,609
(2,258)92,554
(1,511)542,163
(3,769)
Corporate debt securities253,991
(1,480)38,706
(1,294)292,697
(2,774)
Asset-backed securities - Student loans

12,160
(1,130)12,160
(1,130)
Commercial mortgage-backed securities138,217
(4,007)9,605
(322)147,822
(4,329)
Residential mortgage-backed securities90,220
(660)10,024
(478)100,244
(1,138)
Total available-for-sale securities with unrealised losses932,037
(8,405)163,049
(4,735)1,095,086
(13,140)
       
Held-to-maturity securities with unrealised losses      
US government and federal agencies459,623
(5,152)

459,623
(5,152)

Investment Maturities
The following table presents the remaining maturities of the Bank’s securities. The maturities are contractual for securities other than mortgage-backed securities. For mortgage-backed securities (primarily US government agencies), management presents the maturity date as the mid-point between the reporting and expected contractual maturity date which is determined assuming no future prepayments. By using the aforementioned mid-point, this date represents management’s best estimate of the date by which the remaining principal balance will be repaid given future principal repayments of such securities. The actual maturities may differ due to the uncertainty of the timing when borrowers make prepayments on the underlying mortgages.
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


 Remaining term to maturity  
31 December 2016
Within
 3 months

3 to 12
 months

1 to 5
 years

5 to 10
 years

Over
10 years

No specific
 maturity

Carrying
 amount

Trading       
Mutual funds




6,313
6,313
Total trading




6,313
6,313
        
Available-for-sale       
US government and federal agencies
6,364
87,257
653,603
1,683,178

2,430,402
Non-US governments debt securities
1,371
3,967
21,682


27,020
Corporate debt securities22,009
88,169
404,297



514,475
Asset-backed securities - Student loans



12,493

12,493
Commercial mortgage-backed securities

38,418
112,128


150,546
Residential mortgage-backed securities



197,802

197,802
Total available-for-sale22,009
95,904
533,939
787,413
1,893,473

3,332,738
        
Held-to-maturity       
US government and federal agencies

10,688
31,154
1,019,261

1,061,103
Total investments22,009
95,904
544,627
818,567
2,912,734
6,313
4,400,154
        
Total by currency       
US dollars22,009
95,904
544,627
818,567
2,912,734
6,091
4,399,932
Other




222
222
Total investments22,009
95,904
544,627
818,567
2,912,734
6,313
4,400,154
        
 Remaining term to maturity  
31 December 2015
Within
 3 months

3 to 12
 months

1 to 5
 years

5 to 10
 years

Over
10 years

No specific
 maturity

Carrying
 amount

Trading       
US government and federal agencies
24,874
8,497
53,248
192,724

279,343
Non-US governments debt securities7,489





7,489
Asset-backed securities - Student loans

28,285



28,285
Mutual funds




6,182
6,182
Total trading7,489
24,874
36,782
53,248
192,724
6,182
321,299
        
Available-for-sale       
US government and federal agencies

126,163
202,385
1,075,951

1,404,499
Non-US governments debt securities
1,360
5,399
22,816


29,575
Corporate debt securities60,493
55,649
351,296
38,706


506,144
Asset-backed securities - Student loans



12,161

12,161
Commercial mortgage-backed securities


42,532
106,194

148,726
Residential mortgage-backed securities



100,244

100,244
Total available-for-sale60,493
57,009
482,858
306,439
1,294,550

2,201,349
        
Held-to-maturity       
US government and federal agencies


45,664
655,618

701,282
Total investments67,982
81,883
519,640
405,351
2,142,892
6,182
3,223,930
        
Total by currency       
US dollars67,982
81,883
519,640
405,351
2,142,892
5,903
3,223,651
Other




279
279
Total investments67,982
81,883
519,640
405,351
2,142,892
6,182
3,223,930

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



Pledged Investments
The Bank pledges certain US government and federal agencies investment securities to further secure the Bank's issued customer deposit products. The secured party does not have the right to sell or repledge the collateral.
 December 31, 2019December 31, 2018
Pledged Investments Amortized
cost

 Fair
 value

 Amortized
cost

 Fair
 value

Available-for-sale3,848
3,912
42,531
42,400
Held-to-maturity5,449
5,552
70,818
69,030

 31 December 201631 December 2015
Pledged Investments
 Amortised
 cost

 Fair
 value

 Amortised
 cost

 Fair
 value

Available-for-sale211,342
212,995
304,493
307,513
Held-to-maturity320,942
315,635
372,546
372,868


Sale Proceeds and RealisedRealized Gains and Losses of AFS Securities
Year endedYear ended
31 December 2016December 31, 2019
Sale
proceeds

Gross realised
gains

Gross realised
(losses)

Sale
proceeds

Gross realized
gains

Gross realized
(losses)

US government and federal agencies59,939
1,013
(76)35,001
115

Residential mortgage-backed securities


Corporate debt securities64,787
49
(141)
Commercial mortgage-backed securities124,545
901
(272)
Pass-through note609
609

972
972

Net realised gains (losses) recognised in net income60,548
1,622
(76)
Total225,305
2,037
(413)
Year endedYear ended
31 December 2015December 31, 2018
Sale
proceeds

Gross realised
gains

Gross realised
(losses)

Sale
proceeds

Gross realized
gains

Gross realized
(losses)

US government and federal agencies232,372

(4,465)812,720
1,599
(1,263)
Residential mortgage-backed securities6,056

(270)
Corporate debt securities24,975

(87)
Commercial mortgage-backed securities15,260

(354)
Pass-through note328
328

1,205
1,205

Net realised gains (losses) recognised in net income238,756
328
(4,735)
Total854,160
2,804
(1,704)
 Year ended
 December 31, 2017
 Sale
proceeds

Gross realized
gains

Gross realized
(losses)

Corporate debt securities202,700
1,684

Commercial mortgage-backed securities7,785

(60)
Pass-through note2,562
2,562

Total213,047
4,246
(60)

 Year ended
 31 December 2014
 Sale
proceeds

Gross realised
gains

Gross realised
(losses)

US government and federal agencies96,031

(52)
Pass-through note34,422
8,732

Net realised gains (losses) recognised in net income130,453
8,732
(52)


Taxability of Interest Income
None of the investments' interest income have received a specific preferential income tax treatment in any of the jurisdictions in which the Bank owns investments.



F- 24

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Note 6: Loans

The "Bermuda" and "Non-Bermuda" classifications purpose is to reflect management segment reporting as described in Note 15: Segmented information.


The principal means of securing residential mortgages, personal, credit card and business loans are entitlements over assets and guarantees. Mortgage loans are generally repayable over periods of up to thirty years and personal business and governmentbusiness loans are generally repayable over terms not exceeding five years. Government loans are repayable over a variety of terms which are individually negotiated. Amounts owing on credit cards are revolving and typically a minimum amount is due within 30 days from billing. The effective yield on total loans as at December 31, December 20162019 is 4.78% (31 December 2015: 4.57%4.73% (December 31, 2018: 5.53%).
 December 31, 2019December 31, 2018
Commercial loans  
Government370,753
105,664
Commercial and industrial535,715
513,863
Commercial overdrafts28,547
33,094
Total gross commercial loans935,015
652,621
Less specific allowance for credit losses(4,904)(4,453)
Net commercial loans930,111
648,168

  
Commercial real estate loans  
Commercial mortgage659,293
496,975
Construction94,940
78,669
Total gross commercial real estate loans754,233
575,644
Less specific allowance for credit losses(470)(600)
Net commercial real estate loans753,763
575,044

  
Consumer loans  
Automobile financing21,462
20,224
Credit card87,674
84,089
Overdrafts7,858
12,886
Other consumer140,147
63,491
Total gross consumer loans257,141
180,690
Less specific allowance for credit losses(676)(274)
Net consumer loans256,465
180,416
   
Residential mortgage loans3,219,821
2,660,036
Less specific allowance for credit losses(11,628)(9,588)
Net residential mortgage loans3,208,193
2,650,448

  
Total gross loans5,166,210
4,068,991
Less specific allowance for credit losses(17,678)(14,915)
Less general allowance for credit losses(5,910)(10,187)
Net loans5,142,622
4,043,889



F- 25

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



 31 December 201631 December 2015
 Bermuda
Non-Bermuda
Total
Bermuda
Non-Bermuda
Total
Commercial loans      
Government94,504
17,908
112,412
202,776
22,402
225,178
Commercial and industrial130,171
201,652
331,823
121,466
221,243
342,709
Commercial overdrafts22,594
2,767
25,361
34,997
5,736
40,733
Total gross commercial loans247,269
222,327
469,596
359,239
249,381
608,620
Less specific allowance for credit losses(577)
(577)(590)
(590)
Net commercial loans246,692
222,327
469,019
358,649
249,381
608,030
       
Commercial real estate loans      
Commercial mortgage363,982
217,640
581,622
415,747
249,622
665,369
Construction24,500
4,385
28,885
5,396
8,211
13,607
Total gross commercial real estate loans388,482
222,025
610,507
421,143
257,833
678,976
Less specific allowance for credit losses(750)
(750)(727)(2,224)(2,951)
Net commercial real estate loans387,732
222,025
609,757
420,416
255,609
676,025
       
Consumer loans      
Automobile financing13,077
6,905
19,982
12,308
7,556
19,864
Credit card57,730
20,811
78,541
59,119
19,839
78,958
Overdrafts2,380
3,202
5,582
4,750
8,165
12,915
Other consumer30,798
63,186
93,984
32,022
84,062
116,084
Total gross consumer loans103,985
94,104
198,089
108,199
119,622
227,821
Less specific allowance for credit losses(275)(3)(278)(274)
(274)
Net consumer loans103,710
94,101
197,811
107,925
119,622
227,547
       
Residential mortgage loans1,205,468
1,131,065
2,336,533
1,243,221
1,290,819
2,534,040
Less specific allowance for credit losses(9,559)(574)(10,133)(13,411)(1,879)(15,290)
Net residential mortgage loans1,195,909
1,130,491
2,326,400
1,229,810
1,288,940
2,518,750
       
Total gross loans1,945,204
1,669,521
3,614,725
2,131,802
1,917,655
4,049,457
Less specific allowance for credit losses(11,161)(577)(11,738)(15,002)(4,103)(19,105)
Less general allowance for credit losses(24,950)(7,559)(32,509)(20,176)(10,021)(30,197)
Net loans1,909,093
1,661,385
3,570,478
2,096,624
1,903,531
4,000,155


Age Analysis of Past Due Loans (Including Non-Accrual Loans)
The following tables summarisesummarize the past due status of the loans as at December 31, 2019 and December 2016 and 31, December 2015.2018. The aging of past due amounts are determined based on the contractual delinquency status of payments under the loan and this aging may be affected by the timing of the last business day at period end. Loans less than 30 days past due are included in current loans.
The Bank of N.T. Butterfield & Son Limited
December 31, 2019
30 - 59
days

60 - 89
days

More than 90 days
Total past
 due loans

Total
current

Total
loans

Commercial loans      
Government



370,753
370,753
Commercial and industrial276

7,487
7,763
527,952
535,715
Commercial overdrafts

2
2
28,545
28,547
Total commercial loans276

7,489
7,765
927,250
935,015

      
Commercial real estate loans      
Commercial mortgage445

3,250
3,695
655,598
659,293
Construction

3,128
3,128
91,812
94,940
Total commercial real estate loans445

6,378
6,823
747,410
754,233

      
Consumer loans      
Automobile financing53
58
135
246
21,216
21,462
Credit card630
221
424
1,275
86,399
87,674
Overdrafts

34
34
7,824
7,858
Other consumer994
139
1,028
2,161
137,986
140,147
Total consumer loans1,677
418
1,621
3,716
253,425
257,141

      
Residential mortgage loans31,931
9,487
47,132
88,550
3,131,271
3,219,821

      
Total gross loans34,329
9,905
62,620
106,854
5,059,356
5,166,210
       
December 31, 2018
30 - 59
days

60 - 89
days

More than 90 days
Total past
 due loans

Total
current

Total
loans

Commercial loans      
Government

3,750
3,750
101,914
105,664
Commercial and industrial231

7,379
7,610
506,253
513,863
Commercial overdrafts

2
2
33,092
33,094
Total commercial loans231

11,131
11,362
641,259
652,621

      
Commercial real estate loans      
Commercial mortgage837
1,282
4,062
6,181
490,794
496,975
Construction



78,669
78,669
Total commercial real estate loans837
1,282
4,062
6,181
569,463
575,644

      
Consumer loans      
Automobile financing125
29
162
316
19,908
20,224
Credit card351
313
126
790
83,299
84,089
Overdrafts

4
4
12,882
12,886
Other consumer456
183
577
1,216
62,275
63,491
Total consumer loans932
525
869
2,326
178,364
180,690

      
Residential mortgage loans31,015
8,859
36,394
76,268
2,583,768
2,660,036

      
Total gross loans33,015
10,666
52,456
96,137
3,972,854
4,068,991

Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


31 December 2016
30 - 59
days

60 - 89
days

More than 90 days
Total past
 due loans

Total
current

Total
loans

Commercial loans      
Government



112,412
112,412
Commercial and industrial2,712

584
3,296
328,527
331,823
Commercial overdrafts

2
2
25,359
25,361
Total commercial loans2,712

586
3,298
466,298
469,596
       
Commercial real estate loans      
Commercial mortgage377

5,964
6,341
575,281
581,622
Construction175


175
28,710
28,885
Total commercial real estate loans552

5,964
6,516
603,991
610,507
       
Consumer loans      
Automobile financing86
23
225
334
19,648
19,982
Credit card366
177
392
935
77,606
78,541
Overdrafts

17
17
5,565
5,582
Other consumer720
564
999
2,283
91,701
93,984
Total consumer loans1,172
764
1,633
3,569
194,520
198,089
       
Residential mortgage loans26,122
4,345
50,262
80,729
2,255,804
2,336,533
       
Total gross loans30,558
5,109
58,445
94,112
3,520,613
3,614,725
       
       
31 December 2015
30 - 59
days

60 - 89
days

More than 90 days
Total past
 due loans

Total
current

Total
loans

Commercial loans      
Government



225,178
225,178
Commercial and industrial11
14
608
633
342,076
342,709
Commercial overdrafts

25
25
40,708
40,733
Total commercial loans11
14
633
658
607,962
608,620
       
Commercial real estate loans      
Commercial mortgage1,133

6,658
7,791
657,578
665,369
Construction



13,607
13,607
Total commercial real estate loans1,133

6,658
7,791
671,185
678,976
       
Consumer loans      
Automobile financing194
81
78
353
19,511
19,864
Credit card1,459
337
132
1,928
77,030
78,958
Overdrafts

538
538
12,377
12,915
Other consumer832
979
1,231
3,042
113,042
116,084
Total consumer loans2,485
1,397
1,979
5,861
221,960
227,821
       
Residential mortgage loans40,793
8,911
65,343
115,047
2,418,993
2,534,040
       
Total gross loans44,422
10,322
74,613
129,357
3,920,100
4,049,457


Loans' Credit Quality
The four credit quality classifications set out in the following tables (which excludesexclude purchased credit-impaired loans) are defined below and describe the credit quality of the Bank's lending portfolio. These classifications each encompass a range of more granular, internal credit rating grades assigned.


F- 26

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



A pass loan shall mean a loan that is expected to be repaid as agreed. A loan is classified as pass where the Bank is not expected to face repayment difficulties because the present and projected cash flows are sufficient to repay the debt and the repayment schedule as established by the agreement is being followed.


A special mention loan shall mean a loan under close monitoring by the Bank’s management. Loans in this category are currently protected and still performing (current with respect to interest and principal payments), but are potentially weak and present an undue credit risk exposure, but not to the point of justifying a classification of substandard.


A substandard loan shall mean a loan whose evident unreliability makes repayment doubtful and there is a threat of loss to the Bank unless the unreliability is averted.
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



A non-accrual loan shall mean either management is of the opinion full payment of principal or interest is in doubt or when principal or interest is 90 days past due and for residential mortgage loans which are not well secured and in the process of collection.

Based on the most recent analysis performed, the credit quality classifications by class of loan is as follows:
December 31, 2019Pass
Special
 mention

Substandard
Non-accrual
Total gross
 recorded loans

Commercial loans     
Government370,753



370,753
Commercial and industrial469,591
57,438
1,119
7,567
535,715
Commercial overdrafts23,529
4,565
451
2
28,547
Total commercial loans863,873
62,003
1,570
7,569
935,015

     
Commercial real estate loans     
Commercial mortgage581,450
71,638
2,955
3,250
659,293
Construction91,812

3,128

94,940
Total commercial real estate loans673,262
71,638
6,083
3,250
754,233

     
Consumer loans     
Automobile financing21,229
78

155
21,462
Credit card87,250

424

87,674
Overdrafts5,270
2,504
50
34
7,858
Other consumer135,534
3,550

1,063
140,147
Total consumer loans249,283
6,132
474
1,252
257,141

     
Residential mortgage loans3,019,105
80,135
82,251
38,330
3,219,821

     
Total gross recorded loans4,805,523
219,908
90,378
50,401
5,166,210
      
December 31, 2018Pass
Special
 mention

Substandard
Non-accrual
Total gross
recorded loans

Commercial loans     
Government101,914


3,750
105,664
Commercial and industrial501,241
4,097
1,146
7,379
513,863
Commercial overdrafts29,896
2,705
491
2
33,094
Total commercial loans633,051
6,802
1,637
11,131
652,621

     
Commercial real estate loans     
Commercial mortgage444,397
45,390
3,126
4,062
496,975
Construction78,669



78,669
Total commercial real estate loans523,066
45,390
3,126
4,062
575,644

     
Consumer loans     
Automobile financing19,927
119
16
162
20,224
Credit card83,963

126

84,089
Overdrafts12,650
232

4
12,886
Other consumer60,766
1,869
10
846
63,491
Total consumer loans177,306
2,220
152
1,012
180,690

     
Residential mortgage loans2,501,814
47,039
78,697
32,486
2,660,036

     
Total gross recorded loans3,835,237
101,451
83,612
48,691
4,068,991

F- 27
31 December 2016Pass
Special
 mention

Substandard
Non-accrual
Total gross
 recorded
 investments

Commercial loans     
Government104,611
301
7,500

112,412
Commercial and industrial325,924
4,122
1,194
583
331,823
Commercial overdrafts22,976
2,145
238
2
25,361
Total commercial loans453,511
6,568
8,932
585
469,596
      
Commercial real estate loans     
Commercial mortgage502,918
71,038
1,702
5,964
581,622
Construction28,885



28,885
Total commercial real estate loans531,803
71,038
1,702
5,964
610,507
      
Consumer loans     
Automobile financing19,309
360
28
285
19,982
Credit card78,149

392

78,541
Overdrafts5,533
32

17
5,582
Other consumer91,348
1,564
360
712
93,984
Total consumer loans194,339
1,956
780
1,014
198,089
      
Residential mortgage loans2,200,807
36,739
58,087
40,900
2,336,533
      
Total gross recorded loans3,380,460
116,301
69,501
48,463
3,614,725
      
      
31 December 2015Pass
Special
 mention

Substandard
Non-accrual
Total gross
 recorded
 investments

Commercial loans     
Government213,928
11,250


225,178
Commercial and industrial333,853
4,133
4,106
617
342,709
Commercial overdrafts36,017
4,493
197
26
40,733
Total commercial loans583,798
19,876
4,303
643
608,620
      
Commercial real estate loans     
Commercial mortgage542,195
86,285
26,629
10,260
665,369
Construction13,607



13,607
Total commercial real estate loans555,802
86,285
26,629
10,260
678,976
      
Consumer loans     
Automobile financing19,378
388

98
19,864
Credit card78,826

132

78,958
Overdrafts11,618
54
1,232
11
12,915
Other consumer112,426
1,308
1,056
1,294
116,084
Total consumer loans222,248
1,750
2,420
1,403
227,821
      
Residential mortgage loans2,391,723
42,578
46,793
52,946
2,534,040
      
Total gross recorded loans3,753,571
150,489
80,145
65,252
4,049,457

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Evaluation of Loans For ImpairmentDecember 31, 2019December 31, 2018
 
Individually
 evaluated

Collectively
 evaluated

Individually
 evaluated

Collectively
 evaluated

Commercial48,388
886,627
12,096
640,525
Commercial real estate12,999
741,234
10,957
564,687
Consumer1,260
255,881
1,023
179,667
Residential mortgage115,535
3,104,286
116,211
2,543,825
Total gross loans178,182
4,988,028
140,287
3,928,704

Evaluation of Loans For Impairment31 December 201631 December 2015
 
Individually
 evaluated

Collectively
 evaluated

Individually
 evaluated

Collectively
 evaluated

Commercial9,686
459,910
13,607
595,013
Commercial real estate21,893
588,614
38,019
640,957
Consumer1,746
196,343
1,882
225,939
Residential mortgage113,065
2,223,468
116,176
2,417,864
Total gross loans146,390
3,468,335
169,684
3,879,773


Changes in General and Specific Allowances For Credit Losses
Year ended 31 December 2016Year ended December 31, 2019
Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Allowances at beginning of year8,723
6,512
2,763
31,304
49,302
6,913
4,092
802
13,295
25,102
Provision taken (released)(5,265)14,459
(1,076)(3,719)4,399
Provision increase (decrease)733
(2,596)1,701
(22)(184)
Recoveries97
12
1,264
70
1,443
9

1,186
445
1,640
Charge-offs(138)(4,520)(1,916)(3,837)(10,411)(374)
(2,193)(449)(3,016)
Other(40)(239)(70)(137)(486)

6
40
46
Allowances at end of year3,377
16,224
965
23,681
44,247
7,281
1,496
1,502
13,309
23,588
Allowances at end of year: individually evaluated for impairment577
750
278
10,133
11,738
4,904
470
676
11,628
17,678
Allowances at end of year: collectively evaluated for impairment2,800
15,474
687
13,548
32,509
2,377
1,026
826
1,681
5,910
Year ended 31 December 2015Year ended December 31, 2018
Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Allowances at beginning of year7,831
5,920
2,797
30,934
47,482
6,309
10,360
888
17,910
35,467
Provision taken440
1,027
586
3,688
5,741
Provision increase (decrease)865
(6,290)211
(1,777)(6,991)
Recoveries788
182
1,455
427
2,852
14
28
656
201
899
Charge-offs(318)(513)(2,031)(3,701)(6,563)(275)
(953)(2,931)(4,159)
Other(18)(104)(44)(44)(210)
(6)
(108)(114)
Allowances at end of year8,723
6,512
2,763
31,304
49,302
6,913
4,092
802
13,295
25,102
Allowances at end of year: individually evaluated for impairment590
2,951
274
15,290
19,105
4,453
600
274
9,588
14,915
Allowances at end of year: collectively evaluated for impairment8,133
3,561
2,489
16,014
30,197
2,460
3,492
528
3,707
10,187
 Year ended December 31, 2017
 Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Allowances at beginning of year3,377
16,224
965
23,681
44,247
Provision increase (decrease)2,853
(5,895)1,059
(3,854)(5,837)
Recoveries106

730
483
1,319
Charge-offs(34)(1)(1,869)(2,475)(4,379)
Other7
32
3
75
117
Allowances at end of year6,309
10,360
888
17,910
35,467
Allowances at end of year: individually evaluated for impairment2,866
583
274
9,901
13,624
Allowances at end of year: collectively evaluated for impairment3,443
9,777
614
8,009
21,843



F- 28
 Year ended 31 December 2014
 Commercial
Commercial
 real estate

Consumer
Residential
 mortgage

Total
Allowances at beginning of year8,340
9,816
3,442
31,157
52,755
Provision taken282
2,789
(686)5,663
8,048
Recoveries67

1,983
274
2,324
Charge-offs(838)(6,621)(1,895)(6,113)(15,467)
Other(20)(64)(47)(47)(178)
Allowances at end of year7,831
5,920
2,797
30,934
47,482
Allowances at end of year: individually evaluated for impairment417
1,822
355
16,217
18,811
Allowances at end of year: collectively evaluated for impairment7,414
4,098
2,442
14,717
28,671


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Non-Performing Loans (excluding purchased credit-impaired loans)December 31, 2019December 31, 2018
 Non-accrual
Past
 due more than 90 days and accruing

Total non-
performing
 loans

Non-accrual
Past
 due more than 90 days and accruing

Total non-
performing
 loans

Commercial loans      
Government


3,750

3,750
Commercial and industrial7,567

7,567
7,379

7,379
Commercial overdrafts2

2
2

2
Total commercial loans7,569

7,569
11,131

11,131

      
Commercial real estate loans





Commercial mortgage3,250

3,250
4,062

4,062
Construction
3,128
3,128



Total commercial real estate loans3,250
3,128
6,378
4,062

4,062

      
Consumer loans





Automobile financing155

155
162

162
Credit card
424
424

126
126
Overdrafts34

34
4

4
Other consumer1,063

1,063
846

846
Total consumer loans1,252
424
1,676
1,012
126
1,138

      
Residential mortgage loans38,330
12,008
50,338
32,486
6,332
38,818

      
Total non-performing loans50,401
15,560
65,961
48,691
6,458
55,149

Non-Performing Loans (excluding purchased credit-impaired loans)31 December 201631 December 2015
 Non-accrual
Past
 due more than 90 days and accruing

Total non-
performing
 loans

Non-accrual
Past
 due more than 90 days and accruing

Total non-
performing
 loans

Commercial loans      
Commercial and industrial583

583
617

617
Commercial overdrafts2

2
26
10
36
Total commercial loans585

585
643
10
653
       
Commercial real estate loans





Commercial mortgage5,964

5,964
10,260
737
10,997
       
Consumer loans





Automobile financing285
2
287
98

98
Credit card
392
392

132
132
Overdrafts17

17
11
527
538
Other consumer712
300
1,012
1,294
85
1,379
Total consumer loans1,014
694
1,708
1,403
744
2,147
       
Residential mortgage loans40,900
8,476
49,376
52,946
12,760
65,706
       
Total non-performing loans48,463
9,170
57,633
65,252
14,251
79,503


Impaired Loans (excluding purchased credit-impaired loans)
A loan is considered to be impaired when, based on current information and events, the Bank determines that it will not be able to collect all amounts due according to the original loan contract, including scheduled interest payments. Impaired loans include all non-accrual loans and all loans modified in a troubled debt restructuring (‘‘TDR’’)TDR even if full collectability is expected following the restructuring. During the year ended December 31, December 2016,2019, the amount of gross interest income that would have been recorded had impaired loans been current was $2.7 million (31(December 31, 2018: $2.1 million; December 2015: $3.1 million; 31, December 2014: $5.22017: $2.1 million).
 Impaired loans with an allowance
Gross
 recorded
 impaired loans
 without an
 allowance

Total impaired loans
December 31, 2019
Gross
 recorded loans

Specific
 allowance

Net loans
Gross
 recorded loans

Specific
 allowance

Net loans
Commercial loans       
Commercial and industrial7,487
(4,904)2,583
1,019
8,506
(4,904)3,602
Commercial overdrafts


2
2

2
Total commercial loans7,487
(4,904)2,583
1,021
8,508
(4,904)3,604

       
Commercial real estate loans       
Commercial mortgage1,018
(470)548
5,186
6,204
(470)5,734

       
Consumer loans       
Automobile financing


155
155

155
Overdrafts


34
34

34
Other consumer676
(676)
387
1,063
(676)387
Total consumer loans676
(676)
576
1,252
(676)576

       
Residential mortgage loans57,887
(11,628)46,259
45,718
103,605
(11,628)91,977

       
Total impaired loans67,068
(17,678)49,390
52,501
119,569
(17,678)101,891




F- 29
 Impaired loans with an allowance
Gross
 recorded
 investment of
 impaired loans
 without an
 allowance

Total impaired loans
31 December 2016
Gross
 recorded
 investment

Specific
 allowance

Net loans
Gross
 recorded
 investment

Specific
 allowance

Net loans
Commercial loans       
Commercial and industrial579
(577)2
1,048
1,627
(577)1,050
Commercial overdrafts


2
2

2
Total commercial loans579
(577)2
1,050
1,629
(577)1,052
        
Commercial real estate loans       
Commercial mortgage1,722
(750)972
5,944
7,666
(750)6,916
        
Consumer loans       
Automobile financing155
(75)80
130
285
(75)210
Overdrafts


17
17

17
Other consumer253
(203)50
459
712
(203)509
Total consumer loans408
(278)130
606
1,014
(278)736
        
Residential mortgage loans30,330
(9,961)20,369
52,043
82,373
(9,961)72,412
        
Total impaired loans33,039
(11,566)21,473
59,643
92,682
(11,566)81,116
Specific allowance excludes $0.2 million recognized relating to purchased credit-impaired loans.


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Impaired loans with an allowance
Gross
 recorded
 investment of
 impaired loans
 without an
 allowance

Total impaired loansImpaired loans with an allowance
Gross
 recorded
 impaired loans
 without an
 allowance

Total impaired loans
31 December 2015
Gross
 recorded
 investment

Specific
 allowance

Net loans
Gross
 recorded
 investment

Specific
 allowance

Net loans
December 31, 2018
Gross
 recorded loans

Specific
 allowance

Net loans
Gross
 recorded
 impaired loans
 without an
 allowance

Gross
 recorded loans

Specific
 allowance

Net loans
Commercial loans  
Government3,750
(1,687)2,063

3,750
(1,687)2,063
Commercial and industrial599
(590)9
1,096
1,695
(590)1,105
7,379
(2,766)4,613
965
8,344
(2,766)5,578
Commercial overdrafts


26
26

26



2
2

2
Total commercial loans599
(590)9
1,122
1,721
(590)1,131
11,129
(4,453)6,676
967
12,096
(4,453)7,643
  
Commercial real estate loans  
Commercial mortgage6,127
(2,951)3,176
17,198
23,325
(2,951)20,374
1,081
(600)481
6,108
7,189
(600)6,589
  
Consumer loans  
Automobile financing


98
98

98
130
(75)55
32
162
(75)87
Overdrafts


11
11

11



4
4

4
Other consumer366
(274)92
1,008
1,374
(274)1,100
199
(199)
647
846
(199)647
Total consumer loans366
(274)92
1,117
1,483
(274)1,209
329
(274)55
683
1,012
(274)738
  
Residential mortgage loans42,145
(15,290)26,855
39,283
81,428
(15,290)66,138
49,431
(9,422)40,009
49,571
99,002
(9,422)89,580
  
Total impaired loans49,237
(19,105)30,132
58,720
107,957
(19,105)88,852
61,970
(14,749)47,221
57,329
119,299
(14,749)104,550

Specific allowance excludes $0.2 million recognized relating to purchased credit-impaired loans.

Average Impaired Loan Balances and Related RecognisedRecognized Interest Income
31 December 201631 December 201531 December 2014December 31, 2019December 31, 2018December 31, 2017
Average gross
 recorded
 investment

Interest
 income
 recognised¹

Average gross
 recorded
 investment

Interest
 income
 recognised¹

Average gross
 recorded
 investment

Interest
 income
 recognised¹

Average gross
 recorded loans

Interest income
recognized¹

Average gross
 recorded loans

Interest income
recognized¹

Average gross
recorded loans

Interest income
recognized¹

Commercial loans  
Government1,875

3,750



Commercial and industrial1,661
64
1,214

1,452

8,425
69
8,415
68
5,057
63
Commercial overdrafts14

66

289

2

2

2

Total commercial loans1,675
64
1,280

1,741

10,302
69
12,167
68
5,059
63
  
Commercial real estate loans  
Commercial mortgage15,496
237
28,612
311
48,581
675
6,697
262
7,539
287
7,778
222
  
Consumer loans  
Automobile financing192

137

307

159

194

256

Credit card



35

Overdrafts14

27

132

19

4

11

Other consumer1,043

1,617
2
1,963
5
955

665

598

Total consumer loans1,249

1,781
2
2,437
5
1,133

863

865

  
Residential mortgage loans81,901
2,201
78,433
1,442
70,923
1,021
101,304
4,621
97,378
4,568
89,063
4,378
  
Total impaired loans100,321
2,502
110,106
1,755
123,682
1,701
119,436
4,952
117,947
4,923
102,765
4,663
¹ All interest income recognisedrecognized on impaired loans relate to loans previously modified in a TDR.


Loans Modified in a TDRTroubled Debt Restructuring
As at December 31, December 2016,2019, the Bank had one loan which was formerly a residential mortgage0 loans that waswere modified in a TDR during the preceding 12 months that subsequently defaulted (i.e., 90 days or more past due following a modification) with a recorded investment of $0.9 million.. As at December 31, December 2015, one loan which was formerly a2018, the Bank had 2 residential mortgage wasloans that were modified in a TDR during the preceding 12 months that subsequently defaulted with a recorded investment of $0.8 million. As at December 31, December 2014, four2017, the Bank had 0 loans which were all formerly residential mortgagesthat were modified in a TDR during the preceding 12 months that subsequently defaulted with a recorded investment of $2.4 million.defaulted.

F- 30

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




TDRs entered into during the year
The following table presents loans by class modified as TDRs:
Year ended 31 December 2016Year ended December 31, 2019
Number of
 contracts

Pre-
modification
 recorded
investment

Modification:
interest
 capitalisation

Post-
modification
  recorded
 investment

Number of
 contracts

Pre-
modification
 recorded loans

Modification:
interest
capitalization

Post-
modification
  recorded loans

Residential mortgage loans21
12,543
81
12,624
3
1,381
101
1,482
Total loans modified in a TDR21
12,543
81
12,624
3
1,381
101
1,482
Year ended 31 December 2015Year ended December 31, 2018
Number of
contracts

Pre-
modification
recorded
investment

Modification:
interest
capitalisation

Post-
modification
recorded
investment

Number of
contracts

Pre-
modification
recorded loans

Modification:
interest
capitalization

Post-
modification
recorded loans

Commercial loans1
1,000
87
1,087
Residential mortgage loans20
13,283
1,081
14,364
19
7,864
846
8,710
Total loans modified in a TDR21
14,283
1,168
15,451
19
7,864
846
8,710
Year ended 31 December 2014Year ended December 31, 2017
Number of
 contracts

Pre-
modification
 recorded
investment

Modification:
interest
 capitalisation

Post-
modification
  recorded
 investment

Number of
 contracts

Pre-
modification
 recorded loans

Modification:
interest
capitalization

Post-
modification
  recorded loans

Commercial real estate loans2
1,544

1,544
Residential mortgage loans20
13,857
259
14,116
42
24,588
1,345
25,933
Total loans modified in a TDR20
13,857
259
14,116
44
26,132
1,345
27,477


 December 31, 2019December 31, 2018
TDRs outstanding Accrual
Non-accrual
 Accrual
Non-accrual
Commercial loans939

965

Commercial real estate loans2,954
1,315
3,127
1,336
Residential mortgage loans65,275
9,576
66,516
8,154
Total TDRs outstanding69,168
10,891
70,608
9,490

 31 December 201631 December 2015
TDRs outstanding Accrual
Non-accrual
 Accrual
Non-accrual
Commercial loans1,044

1,078

Commercial real estate loans1,702
1,539
13,065
1,608
Consumer loans

80

Residential mortgage loans41,473
5,006
28,482
7,175
Total TDRs outstanding44,219
6,545
42,705
8,783


Purchased Credit-Impaired Loans
The Bank acquired certain credit-impaired loans as part of the November 7, November 2014 acquisition of substantially all retail loans of HSBC Bank (Cayman) Limited. The accretable difference (or "accretable yield") represents the excess of a loan's cash flows expected to be collected over the loan's carrying amount.
Year endedYear ended
31 December 2016December 31, 2019
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of year8,709
(2,248)(631)5,830
4,531
(901)(661)2,969
Advances and increases in cash flows expected to be collected166
408
(396)178
45
28
(28)45
Reductions resulting from repayments(464)
216
(248)(1,577)247
177
(1,153)
Reductions resulting from changes in allowances for credit losses
(172)
(172)
Increase (reduction) resulting from changes in allowances for credit losses
166

166
Reductions resulting from charge-offs(395)395


(495)262

(233)
Balance at end of year8,016
(1,617)(811)5,588
2,504
(198)(512)1,794
Year endedYear ended
31 December 2015December 31, 2018
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of year11,020
(3,804)
7,216
6,001
(1,239)(711)4,051
Advances and increases in cash flows expected to be collected150
631
(631)150
25
42
(42)25
Reductions resulting from repayments(1,554)
107
(1,447)(1,495)191
92
(1,212)
Reductions resulting from charge-offs(907)818

(89)
Accretion
107
(107)
Increase (reduction) resulting from changes in allowances for credit losses
105

105
Balance at end of year8,709
(2,248)(631)5,830
4,531
(901)(661)2,969



F- 31

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 Year ended
 December 31, 2017
 
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of year8,016
(1,617)(811)5,588
Advances and increases in cash flows expected to be collected36
48
(48)36
Reductions resulting from repayments(1,581)307
148
(1,126)
Reductions resulting from changes in allowances for credit losses
(99)
(99)
Reductions resulting from charge-offs(470)122

(348)
Balance at end of year6,001
(1,239)(711)4,051

 Year ended
 31 December 2014
 
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of year



Purchases11,001
(3,804)
7,197
Advances and increases in cash flows expected to be collected19


19
Balance at end of year11,020
(3,804)
7,216



Note 7: Credit risk concentrations


Concentrations of credit risk in the lending and off-balance sheet credit-related arrangements portfolios arise when a number of customers are engaged in similar business activities, are in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected similarly by changes in economic conditions. The Bank regularly monitors various segments of its credit risk portfolio to assess potential concentrations of risks and to obtain collateral when deemed necessary. In the Bank's commercial portfolio, risk concentrations are evaluated primarily by industry and by geographic region of loan origination. In the consumer portfolio, concentrations are evaluated primarily by products. Credit exposures include loans, guarantees and acceptances, letters of credit and commitments for undrawn lines of credit. Unconditionally cancellable credit cards and overdraft lines of credit are excluded from the tables below.


The following tables summarisesummarize the credit exposure of the Bank by business sector and by geographic region. The on-balance sheet exposure amounts disclosed are net of specific allowances and the off-balance sheet exposure amounts disclosed are gross of collateral held. During 2016, Management revised the method for determining the geographic location of cash and cash equivalents from the location of the branch to the location of the head office holding custody.
31 December 201631 December 2015December 31, 2019December 31, 2018
Business sectorLoans
Off-balance
 sheet

Total credit
 exposure

Loans
Off-balance
 sheet

Total credit
 exposure

Loans
Off-balance
 sheet

Total credit
 exposure

Loans
Off-balance
 sheet

Total credit
 exposure

Banks and financial services321,680
393,148
714,828
243,776
320,934
564,710
767,684
324,388
1,092,072
611,404
415,124
1,026,528
Commercial and merchandising266,976
139,264
406,240
230,376
107,545
337,921
563,494
189,060
752,554
316,349
182,440
498,789
Governments112,857
709
113,566
223,699
102,782
326,481
372,544
8,807
381,351
104,857

104,857
Individuals2,299,852
108,810
2,408,662
2,532,209
95,956
2,628,165
2,483,334
148,519
2,631,853
2,339,854
89,931
2,429,785
Primary industry and manufacturing34,304
2,095
36,399
36,299
978
37,277
383,395
110,947
494,342
120,088
1,003
121,091
Real estate418,946
12,467
431,413
632,548
15,891
648,439
371,758
6,312
378,070
395,086
1,547
396,633
Hospitality industry142,707
4,353
147,060
125,471
14,854
140,325
200,603
73
200,676
160,680
3,497
164,177
Transport and communication5,665

5,665
5,974

5,974
5,720
75
5,795
5,758
75
5,833
Sub-total3,602,987
660,846
4,263,833
4,030,352
658,940
4,689,292
5,148,532
788,181
5,936,713
4,054,076
693,617
4,747,693
General allowance(32,509)
(32,509)(30,197)
(30,197)(5,910)
(5,910)(10,187)
(10,187)
Total3,570,478
660,846
4,231,324
4,000,155
658,940
4,659,095
5,142,622
788,181
5,930,803
4,043,889
693,617
4,737,506

F- 32

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


 December 31, 2019December 31, 2018
Geographic regionCash due from
banks, resell agreements and
short-term
investments

Loans
Off-balance
 sheet

Total credit
 exposure

Cash due from
banks, resell agreements and
short-term
investments

Loans
Off-balance
 sheet

Total credit
 exposure

Australia170,956


170,956
145,675


145,675
Barbados784


784

2,063

2,063
Belgium3,554


3,554
3,007


3,007
Bermuda38,059
2,237,372
347,802
2,623,233
36,827
2,133,859
333,845
2,504,531
Canada553,941


553,941
759,437


759,437
Cayman55,360
931,254
208,404
1,195,018
18,138
730,418
222,189
970,745
Guernsey4
855,553
123,376
978,933
6
290,578
22,619
313,203
Japan16,183


16,183
14,271


14,271
Jersey
7,219

7,219

9,083
449
9,532
Netherlands410,461


410,461




New Zealand6,174


6,174
1,082


1,082
Norway1,204


1,204
8,750


8,750
Saint Lucia
29,400

29,400

90,000

90,000
Switzerland8,015


8,015
6,637


6,637
The Bahamas1,607
12,859

14,466
1,534
14,367

15,901
United Kingdom1,742,676
1,074,875
108,599
2,926,150
725,634
783,708
114,515
1,623,857
United States898,262


898,262
411,248


411,248
Other3,493


3,493
1,314


1,314
Sub-total3,910,733
5,148,532
788,181
9,847,446
2,133,560
4,054,076
693,617
6,881,253
General allowance
(5,910)
(5,910)
(10,187)
(10,187)
Total3,910,733
5,142,622
788,181
9,841,536
2,133,560
4,043,889
693,617
6,871,066


Note 8: Premises, equipment and computer software
 December 31, 2019December 31, 2018
CategoryCost
Accumulated
depreciation

Net carrying
value

Cost
Accumulated
depreciation

Net carrying
value

Land8,730

8,730
8,612

8,612
Buildings156,756
(66,370)90,386
144,196
(61,853)82,343
Equipment22,928
(17,062)5,866
21,323
(15,490)5,833
Computer hardware and software in use189,380
(144,236)45,144
177,017
(121,652)55,365
Computer software in development8,107

8,107
5,907

5,907
Total385,901
(227,668)158,233
357,055
(198,995)158,060

 Year ended
Depreciation charged to operating expensesDecember 31, 2019
December 31, 2018
December 31, 2017
Buildings (included in Property expense)4,492
4,283
3,781
Equipment (included in Property expense)1,524
1,413
1,336
Computer hardware and software (included in Technology and communication expense)20,620
20,441
18,382
Total depreciation charged to operating expenses26,636
26,137
23,499





F- 33

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 31 December 201631 December 2015
Geographic regionCash due from
banks, resell agreements and
short-term
investments

Loans
Off-balance
 sheet

Total credit
 exposure

Cash due from
banks, resell agreements and
short-term
investments

Loans
Off-balance
 sheet

Total credit
 exposure

Australia14,242


14,242
14,187


14,187
Barbados
7,500

7,500

11,250

11,250
Belgium1,722


1,722
3,352


3,352
Bermuda23,505
2,105,195
322,554
2,451,254
22,009
2,269,635
371,687
2,663,331
Canada514,861


514,861
365,037


365,037
Cayman40,356
706,994
231,211
978,561
19,086
713,468
207,139
939,693
Guernsey1
337,037
107,081
444,119
1
434,531
53,750
488,282
Japan20,963


20,963
23,424


23,424
New Zealand785


785
999


999
Norway42,477


42,477
289


289
Saint Lucia
65,117

65,117

65,285

65,285
Sweden1,550


1,550
3,659


3,659
Switzerland5,833


5,833
3,905


3,905
The Bahamas2,822
23,860

26,682
3,196
28,736

31,932
United Kingdom1,224,263
357,284

1,581,547
1,078,088
507,447
26,364
1,611,899
United States876,642


876,642
1,161,106


1,161,106
Other197


197
34


34
Sub-total2,770,219
3,602,987
660,846
7,034,052
2,698,372
4,030,352
658,940
7,387,664
General allowance
(32,509)
(32,509)
(30,197)
(30,197)
Total2,770,219
3,570,478
660,846
7,001,543
2,698,372
4,000,155
658,940
7,357,467

Note 8: Premises, equipment and computer software
 31 December 201631 December 2015
CategoryCost
Accumulated
depreciation

Net carrying
value

Cost
Accumulated
depreciation

Net carrying
value

Land9,008

9,008
9,008

9,008
Buildings137,110
(58,606)78,504
135,684
(55,030)80,654
Equipment28,837
(25,637)3,200
31,108
(27,620)3,488
Computer hardware and software in use170,138
(98,452)71,686
174,162
(88,582)85,580
Computer software in development5,375

5,375
4,648

4,648
Total350,468
(182,695)167,773
354,610
(171,232)183,378

 Year ended
Depreciation charged to operating expenses31 December 2016
31 December 2015
31 December 2014
Buildings (included in Property expense)4,058
4,183
4,434
Equipment (included in Property expense)1,462
1,605
1,728
Computer hardware and software (included in Technology and communication expense)18,757
19,076
18,588
Total depreciation charged to operating expenses24,277
24,864
24,750
Impairment of buildings' carrying value (included in Impairment of fixed assets)

1,986

During the year ended 31 December 2014, the Bank’s intended use of three Bermuda properties changed and therefore the properties were assessed for impairment. The carrying amounts of the Bermuda segment’s buildings were impaired by $1.2 million during 2014 because their respective fair values were lower than the carrying amounts.

At the end of 2014, the Bank changed its commitment with respect to a Bermuda property which was being used in its operations but is now contemplated for disposal and therefore the property has been reclassified as held for sale and included in OREO assets in the consolidated balance sheet. The reclassification resulted in an $0.8 million write-down during 2014 of the carrying amount to its fair value less cost to sell. The fair value was based on the discounted cash flow of a projected sale.

During the year ended 31 December 2015, the Bank sold four Bermuda properties and one Cayman property which were classified as premises, equipment and computer software as at 31 December 2014. The properties were reclassified to other real estate owned during 2015 upon classification as held for sale. The properties were sold for total
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


proceeds of $11.2 million and a gain of $0.5 million, which is recognized on the consolidated statements of operations under net realised / unrealised gains (losses) on other real estate owned. For the Cayman property, the Bank has entered into a leaseback agreement for two floors with lease payments of $0.4 million per year for three years.

During the year ended 31 December 2015, the Bank recognized an impairment of $5.1 million regarding the core banking system in the UK as described in Note 13: Exit cost obligations.

Note 9: Goodwill and other intangible assets


Goodwill
 Year ended
Guernsey segment31 December 2016
31 December 2015
31 December 2014
Balance at beginning of year23,462
24,821
7,086
Acquisitions during the year

19,291
Foreign exchange translation adjustment(3,840)(1,359)(1,556)
Balance at end of year19,622
23,462
24,821
 Segment 
 Cayman
Channel Islands and the UK
Other
Total
Balance at December 31, 2016
19,622

19,622
Foreign exchange translation adjustment
1,907

1,907
Balance at December 31, 2017
21,529

21,529
Acquisitions during the year551
1,231
2,086
3,868
Foreign exchange translation adjustment
(1,333)(73)(1,406)
Balance at December 31, 2018551
21,427
2,013
23,991
Foreign exchange translation adjustment
818
29
847
Balance at December 31, 2019551
22,245
2,042
24,838


Customer Relationship Intangible Assets
 December 31, 2019December 31, 2018
Business segmentCost
Accumulated
amortization

Net carrying
amount

Cost
Accumulated
amortization

Net carrying
amount

Bermuda29,785
(13,579)16,206
29,785
(11,733)18,052
Cayman17,728
(5,672)12,056
17,728
(4,571)13,157
Channel Islands and the UK90,069
(51,435)38,634
65,698
(51,210)14,488
Other5,563
(794)4,769
5,563
(509)5,054
Total143,145
(71,480)71,665
118,774
(68,023)50,751

 31 December 201631 December 2015
Business segmentCost
Accumulated
amortisation

Net carrying
amount

Cost
Accumulated
amortisation

Net carrying
amount

Bermuda29,785
(7,762)22,023
8,342
(6,258)2,084
Cayman12,324
(2,782)9,542
12,324
(1,960)10,364
Guernsey58,420
(47,696)10,724
58,420
(43,199)15,221
Total100,529
(58,240)42,289
79,086
(51,417)27,669


Customer relationships are initially valued based on the present value of net cash flows expected to be derived solely from the recurring customer base existing as at the date of acquisition. Customer relationship intangible assets may or may not arise from contracts.


During the year ended December 31, December 2016,2019, the Bank acquired $24.4 million new customer intangible assets with an estimated useful life of 15 years through a valuebusiness acquisition (see Note 27: Business combinations). During the year ended December 31, 2018, the Bank acquired $18.2 million new customer intangible assets with an estimated useful life of $21.415 years, of which $16.9 million (31was acquired through a business acquisition (see Note 27: Business combinations) and $1.3 million via asset acquisitions. During the year ended December 2015: nil, 31, December 2014: $26.6 million), the amortisation2017, 0 new customer intangible assets were acquired. The amortization expense amounted to $4.5$5.5 million (31(December 31, 2018: $5.1 million, December 2015: $4.4 million, 31, December 2014: $4.32017: $4.2 million) and the foreign exchange translation adjustment decreased the net carrying amount by $2.3$2.0 million (31 December 2015:(December 31, 2018: decreased by $0.9$1.5 million, December 31, December 2014:2017: decreased by $1.3$1.0 million). The estimated aggregate amortisationamortization expense for each of the succeeding five years is $4.2$5.9 million.
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Note 10: Customer deposits and deposits from banks
F- 34

By Maturity         
 Demand Term  
31 December 2016
Non-interest
 bearing

Interest
bearing

Total
demand
deposits

Within 3
 months

3 to 6
 months

6 to 12
 months

After 12 months
Total
term
deposits

Total
deposits

          
Customers         
Bermuda         
Demand or less than $100k¹1,733,684
3,013,401
4,747,085
14,091
4,309
9,068
16,380
43,848
4,790,933
Term - $100k or more N/A
 N/A

1,013,159
37,550
60,952
44,507
1,156,168
1,156,168
Total Bermuda1,733,684
3,013,401
4,747,085
1,027,250
41,859
70,020
60,887
1,200,016
5,947,101
          
Non-Bermuda         
Demand or less than $100k651,329
2,794,799
3,446,128
20,295
4,108
4,145
783
29,331
3,475,459
Term and $100k or more N/A
 N/A

440,674
119,519
17,590
9,510
587,293
587,293
Total non-Bermuda651,329
2,794,799
3,446,128
460,969
123,627
21,735
10,293
616,624
4,062,752
          
Total customer deposits2,385,013
5,808,200
8,193,213
1,488,219
165,486
91,755
71,180
1,816,640
10,009,853
          
Banks         
Bermuda         
Demand or less than $100k340

340
4



4
344
          
Non-Bermuda         
Demand or less than $100k
19,751
19,751





19,751
Term and $100k or more N/A
 N/A

3,601
100


3,701
3,701
Total non-Bermuda
19,751
19,751
3,601
100


3,701
23,452
          
Total bank deposits340
19,751
20,091
3,605
100


3,705
23,796
          
Total deposits2,385,353
5,827,951
8,213,304
1,491,824
165,586
91,755
71,180
1,820,345
10,033,649
          
 Demand Term  
31 December 2015
Non-interest
 bearing

Interest
bearing

Total
demand
deposits

Within 3
 months

3 to 6
 months

6 to 12
 months

   After 12 months
Total
term
deposits

Total
deposits

          
Customers         
Bermuda         
Demand or less than $100k¹1,348,878
2,390,952
3,739,830
15,902
4,757
10,035
15,881
46,575
3,786,405
Term - $100k or more N/A
 N/A

329,433
37,925
64,943
53,002
485,303
485,303
Total Bermuda1,348,878
2,390,952
3,739,830
345,335
42,682
74,978
68,883
531,878
4,271,708
          
Non-Bermuda         
Demand or less than $100k532,867
3,381,946
3,914,813
22,878
6,714
4,238
376
34,206
3,949,019
Term and $100k or more N/A
 N/A

616,442
246,989
74,030
9,480
946,941
946,941
Total non-Bermuda532,867
3,381,946
3,914,813
639,320
253,703
78,268
9,856
981,147
4,895,960
          
Total customer deposits1,881,745
5,772,898
7,654,643
984,655
296,385
153,246
78,739
1,513,025
9,167,668
          
Banks         
Bermuda         
Demand or less than $100k403

403





403
          
Non-Bermuda         
Demand or less than $100k
10,176
10,176





10,176
Term and $100k or more N/A
 N/A

3,899



3,899
3,899
Total non-Bermuda
10,176
10,176
3,899



3,899
14,075
          
Total bank deposits403
10,176
10,579
3,899



3,899
14,478
          
Total deposits1,882,148
5,783,074
7,665,222
988,554
296,385
153,246
78,739
1,516,924
9,182,146
¹ As at 31 December 2016, $150 million (31 December 2015: $175 million) of the Demand deposits - Interest bearing bear a special negligible interest rate. The weighted-average interest rate on interest-bearing demand deposits as at 31 December 2016 is 0.06% (31 December 2015: 0.10%).
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Note 10: Customer deposits and deposits from banks
By Type and Segment31 December 201631 December 2015
By Maturity 
Payable
on demand

Payable on a
fixed date

Total
Payable
on demand

Payable on a
fixed date

Total
DemandTotal
demand
deposits

TermTotal
term
deposits

 
Bermuda 
December 31, 2019Non-interest
bearing

Interest
bearing

Total
demand
deposits

Within 3
months

3 to 6
months

6 to 12
months

After 12 months
Total
term
deposits

Total
deposits

Customers4,747,086
1,200,016
5,947,102
3,739,829
531,877
4,271,706
 
Demand or less than $100k¹2,229,974
7,131,016
9,360,990
31,666
9,355
13,497
16,478
70,996
9,431,986
Term - $100k or moreN/A
N/A

2,398,802
224,435
290,917
61,726
2,975,880
2,975,880
Total customer deposits2,229,974
7,131,016
9,360,990
2,430,468
233,790
304,414
78,204
3,046,876
12,407,866
 
Banks341
4
345
403

403
 
Cayman 
Demand or less than $100k8,282
21,047
29,329





29,329
Term - $100k or moreN/A
N/A

3,817
510
103

4,430
4,430
Total bank deposits8,282
21,047
29,329
3,817
510
103

4,430
33,759


Total deposits2,238,256
7,152,063
9,390,319
2,434,285
234,300
304,517
78,204
3,051,306
12,441,625
 
DemandTotal
demand
deposits

TermTotal
term
deposits

 
December 31, 2018Non-interest
bearing

Interest
bearing

Within 3
months

3 to 6
months

6 to 12
months

   After 12 months
Total
deposits

Customers2,606,305
417,750
3,024,055
2,596,642
416,489
3,013,131
 
Demand or less than $100k¹2,111,496
5,338,347
7,449,843
31,101
9,692
12,754
15,151
68,698
7,518,541
Term - $100k or moreN/A
N/A

1,206,918
218,449
419,615
54,896
1,899,878
1,899,878
Total customer deposits2,111,496
5,338,347
7,449,843
1,238,019
228,141
432,369
70,047
1,968,576
9,418,419
 
Banks19,615
3,701
23,316
9,365
3,899
13,264
 
Guernsey 
Customers781,119
185,457
966,576
996,343
248,866
1,245,209
Banks


669

669
The Bahamas 
Customers58,703
13,417
72,120
36,078
3,602
39,680
United Kingdom 
Customers


285,751
312,191
597,942
Banks135

135
142

142
Total Customers8,193,213
1,816,640
10,009,853
7,654,643
1,513,025
9,167,668
Total Banks20,091
3,705
23,796
10,579
3,899
14,478
Demand or less than $100k8,100
18,965
27,065





27,065
Term - $100k or moreN/A
N/A

6,656

101

6,757
6,757
Total bank deposits8,100
18,965
27,065
6,656

101

6,757
33,822


Total deposits8,213,304
1,820,345
10,033,649
7,665,222
1,516,924
9,182,146
2,119,596
5,357,312
7,476,908
1,244,675
228,141
432,470
70,047
1,975,333
9,452,241

¹ The weighted-average interest rate on interest-bearing demand deposits as at December 31, 2019 is 0.20% (December 31, 2018: 0.13%).
By Type and SegmentDecember 31, 2019December 31, 2018
 
Payable
on demand

Payable on a
fixed date

Total
Payable
on demand

Payable on a
fixed date

Total
Bermuda      
Customers3,137,577
1,265,679
4,403,256
3,537,510
958,092
4,495,602
Banks8,282

8,282
8,100

8,100
Cayman      
Customers2,974,866
475,418
3,450,284
2,847,793
472,442
3,320,235
Banks20,253
4,430
24,683
17,564
6,757
24,321
Channel Islands and the UK      
Customers3,248,547
1,305,779
4,554,326
1,064,540
538,042
1,602,582
Banks794

794
1,401

1,401
Total Customers9,360,990
3,046,876
12,407,866
7,449,843
1,968,576
9,418,419
Total Banks29,329
4,430
33,759
27,065
6,757
33,822
Total deposits9,390,319
3,051,306
12,441,625
7,476,908
1,975,333
9,452,241



F- 35

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Note 11: Employee benefit plans


The Bank maintains trusteed pension plans including non-contributory defined benefit plans and a number of defined contribution plans, and provides post-retirement medical benefits to its qualifying retirees. The expense related to these plans is included in the consolidated statements of operations under Salaries and other employee benefits. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the relevant years of employment. The defined benefit and post-retirement medical plans are not open to new participants and are non-contributory and the funding required is provided by the Bank, based upon the advice of independent actuaries. The defined benefit pension plans are in the Bermuda, Guernsey and United KingdomUK jurisdictions and the defined benefit post-retirement medical plan is in Bermuda.


Bermuda Defined Benefit Post Retirement Healthcareand Post-Retirement Medical Benefit Plan
For the year ended 31 December 2014, numerous changes in the plan provisions were made to align the plan provisions with the administrative practices of the Bank resulting in a further increase in the Bermuda defined benefit post-retirement healthcare plan liability of $7.9 million.

The Bank amortisesamortizes prior service credit resulting from plan amendments that occurred when plan members were active employees, on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to receive benefits under the plan. Such remaining service periods are as follow:follows: 3.1 years for the 2010 plan amendments and 4.6 years for the 2011 plan amendments. Plan amendments occurring in 2014 and 2019 resulted in the recognition of new prior service cost on December 31, 2014 and December 201431, 2019 on a plan for which substantially all members are now inactive and, in accordance with US GAAP, the Bank has elected to amortise thisamortize these new prior service costcosts on a linear basis over 21 years and 16 years, respectively, which iswas the average remaining life expectancy of members eligible for benefits under the plan at the time of the amendments.


Guernsey Defined Benefit Pension Plan
Effective October 2014, all the participants of the Guernsey defined benefit pension plan arebecame inactive and in accordance with US GAAP, the net actuarial loss of the Guernsey defined benefit pension plan will be amortisedamortized over the then estimated average remaining life expectancy of the inactive participants of 39 years. Prior to all of the Guernsey participants being inactive, the net actuarial loss of the Guernsey defined benefit pension plan was amortisedamortized to net income over the estimated average remaining service period for active members of 15 years.


UK Defined Benefit Pension Plan
The following table presents the financial position of the Bank’sUK defined benefit pension plansplan closed to new members effective April 1, 2002 and subsequently closed to further accrual of new benefits effective October 1, 2012. During the Bank’s post-retirement medical benefits, which is unfunded. The Bank measuresyears ended December 31, 2018 and 2017, the benefit obligationspension plan settled in cash the liability of several plan members and an insurance policy was purchased in the name of the trustees of the plan assets annually on eachto match the liabilities of remaining members who were pensioners as at March 31, December and therefore, the most recent measurement date is 31 December 2016.



F- 36

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 31 December 201631 December 201531 December 2014
 Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Accumulated benefit obligation at end of year178,067

166,815

188,890

       
Change in projected benefit obligation      
Projected benefit obligation at beginning of year166,815
119,107
188,890
114,640
167,469
89,109
Service cost
118

341
1,203
825
Employee contributions



99

Interest cost5,781
4,792
6,958
4,745
7,760
4,503
Benefits paid(10,477)(3,594)(7,573)(2,871)(8,771)(3,590)
Plan amendment




7,901
Settlement and curtailment of liability

(2,509)
(4,662)
Actuarial (gain) loss30,953
5,911
(14,157)2,252
31,604
15,892
Foreign exchange translation adjustment(15,004)
(4,794)
(5,812)
Projected benefit obligation at end of year178,068
126,334
166,815
119,107
188,890
114,640
       
Change in plan assets      
Fair value of plan assets at beginning of year179,961

194,007

186,412

Actual return on plan assets18,615

687

18,451

Employer contribution678
3,594
808
2,871
4,172
3,590
Employee contributions



99

Plan settlement

(2,424)


Benefits paid(10,477)(3,594)(7,573)(2,871)(8,771)(3,590)
Foreign exchange translation adjustment(16,571)
(5,544)
(6,356)
Fair value of plan assets at end of year172,206

179,961

194,007

       
Amounts recognised in the consolidated balance sheets consist of:      
Prepaid benefit cost included in other assets7,771

16,174

8,374

Accrued pension benefit cost included in employee benefit plans liability(13,633)(126,334)(3,028)(119,107)(3,257)(114,640)
Surplus (deficit) of plan assets over projected benefit obligation at measurement date(5,862)(126,334)13,146
(119,107)5,117
(114,640)

As at 31 December 2016,The following table presents the pension planfinancial position of the United Kingdom subsidiary was in a surplus position (i.e., net surplus presented in other assets in the consolidated balance sheets) while theBank’s defined benefit pension plans ofand the Bermuda and Guernsey operations were in a deficit position with projectedBank’s post-retirement medical benefit plan, which is unfunded. The Bank measures the benefit obligations of $150.0 million and plan assets of $136.3 million.annually on each December 31 and therefore, the most recent measurement date is December 31, 2019.

 December 31, 2019December 31, 2018December 31, 2017
 Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Accumulated benefit obligation at end of year168,791
110,347
148,966
117,203
179,613
127,687
       
Change in projected benefit obligation      
Projected benefit obligation at beginning of year148,966
117,203
179,613
127,687
178,068
126,334
Service cost
58

63

64
Interest cost5,034
4,741
4,971
4,305
5,361
4,703
Benefits paid(7,546)(4,010)(17,274)(3,263)(13,444)(2,118)
Prior service cost

212



Plan amendment
2,369




Settlement and curtailment of liability(2,549)
(1,825)
(6,108)
Actuarial (gain) loss21,950
(10,014)(12,423)(11,589)7,384
(1,296)
Foreign exchange translation adjustment2,936

(4,308)
8,352

Projected benefit obligation at end of year168,791
110,347
148,966
117,203
179,613
127,687
       
Change in plan assets      
Fair value of plan assets at beginning of year154,151

185,495

172,206

Actual return on plan assets25,225

(11,618)
14,801

Employer contribution2,605
4,010
3,653
3,263
8,448
2,118
Plan settlement(2,043)
(1,608)
(5,123)
Benefits paid(7,546)(4,010)(17,274)(3,263)(13,444)(2,118)
Foreign exchange translation adjustment3,008

(4,497)
8,607

Fair value of plan assets at end of year175,400

154,151

185,495

       
Amounts recognized in the consolidated balance sheets consist of:      
Prepaid benefit cost included in other assets6,609

5,185

6,993

Accrued pension benefit cost included in employee benefit plans liability
(110,347)
(117,203)(1,111)(127,687)
Surplus (deficit) of plan assets over projected benefit obligation at measurement date6,609
(110,347)5,185
(117,203)5,882
(127,687)




F- 37

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




  Year ended
  December 31, 2019December 31, 2018December 31, 2017
  Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Amounts recognized in accumulated other comprehensive loss consist of:     
Net actuarial gain (loss), excluding deferred taxes(67,118)(2,660)(65,506)(12,946)(62,521)(27,150)
Net prior service credit (cost)(190)(8,390)(202)(6,397)
(6,436)
Deferred income taxes assets (liabilities) 996

816

1,180

Net amount recognized in accumulated other comprehensive loss(66,312)(11,050)(64,892)(19,343)(61,341)(33,586)
        
Annual Benefit Expense       
Expense componentLine item in the consolidated statements of operations      
Service costSalaries and other employee benefits
58

63

64
Interest costNon-service employee benefits expense5,034
4,741
4,971
4,305
5,361
4,703
Expected return on plan assetsNon-service employee benefits expense(7,563)
(8,720)
(8,199)
Amortization of net actuarial (gains) lossesNon-service employee benefits expense2,197
272
2,106
2,615
2,238
3,514
Amortization of prior service (credit) lossNon-service employee benefits expense20
376

39

(759)
(Gain) loss on settlementNet other gains (losses) / Non-service employee benefits expense572

1,757

1,232

Defined benefit (income) expense 260
5,447
114
7,022
632
7,522
Defined contribution expense 8,340

7,442

6,521

Total benefit (income) expense 8,600
5,447
7,556
7,022
7,153
7,522
The components of benefit expense (income) other than the service cost component are included in the line item non-service employee benefits expense in the consolidated statements of operations.
        
Other Changes Recognized in Other Comprehensive Income (Loss)     
Net gain (loss) arising during the year(3,472)10,014
(5,987)11,589
1,472
1,296
Prior service credit (cost) arising during the year 
(2,369)(212)


Amortization of net actuarial (gains) losses 2,407
272
2,106
2,615
2,247
3,514
Amortization of prior service (credit) cost 19
376

39

(759)
Change in deferred taxes 149

(298)
(595)
Foreign exchange adjustment (523)
840

(1,233)
Total changes recognized in other comprehensive income (loss)(1,420)8,293
(3,551)14,243
1,891
4,051

 Year ended
 31 December 201631 December 201531 December 2014
 Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Amounts recognised in accumulated other comprehensive loss consist of:      
Net actuarial loss, excluding deferred taxes(64,852)(31,959)(46,696)(28,779)(53,970)(29,874)
Prior service credit, net of prior service cost
(5,678)
665

7,008
Deferred income taxes assets1,620

365

801

Net amount recognised in accumulated other comprehensive loss(63,232)(37,637)(46,331)(28,114)(53,169)(22,866)
       
Annual Benefit Expense      
Expense component      
Service cost
118

341
1,203
825
Interest cost5,781
4,792
6,958
4,745
7,760
4,503
Expected return on plan assets(8,943)
(9,585)
(10,653)
Amortisation of net actuarial losses1,702
2,731
1,607
3,347
1,058
922
Amortisation of prior service credit
(6,343)
(6,343)
(6,719)
Loss on settlement

101



Defined benefit expense (income)(1,460)1,298
(919)2,090
(632)(469)
Defined contribution expense6,606

6,907

6,892

Total benefit expense (income)5,146
1,298
5,988
2,090
6,260
(469)
       
Other Changes Recognised in Other Comprehensive Income (Loss)      
Net gain (loss) arising during the year(19,956)(5,911)5,096
(2,252)(18,947)(15,892)
Prior service cost arising during the year




(7,901)
Amortisation of net actuarial losses1,702
2,731
1,703
3,347
1,058
922
Amortisation of prior service credit
(6,343)
(6,343)
(6,719)
Change in deferred taxes1,315

(391)
83

Foreign exchange adjustment38

430

253

Total changes recognised in other comprehensive income (loss)(16,901)(9,523)6,838
(5,248)(17,553)(29,590)

The estimated portion of the net actuarial loss for the pension plans that will be amortised from AOCL into benefit expense over the 2017 full fiscal year is $2.2 million. The estimated portion of the net actuarial loss and the prior service credit for the post-retirement medical benefit plan that will be amortised from AOCL into benefit expense over the 2017 full fiscal year is $3.5 million for the net actuarial loss and a credit of $0.8 million for the prior service credit.


To develop the expected long-term rate of return on the plan assets assumption for each plan, the Bank considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocations of the assets. The weighted average discount rate used to determine benefit obligations at the end of the year is derived from interest rates on high quality corporate bonds with maturities that match the expected benefit payments.





F- 38

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Actuarial Assumptions
 Year ended
 December 31, 2019December 31, 2018December 31, 2017
 
Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Actuarial assumptions used to determine annual benefit expense      
Weighted average discount rate3.65%4.40%3.05%3.73%3.40%4.37%
Weighted average rate of compensation increases 1
2.50%N/A
2.50%N/A
2.50%N/A
Weighted average expected long-term rate of return on plan assets5.00%N/A
4.70%N/A
4.75%N/A
Weighted average annual medical cost increase rateN/A
7.5% to 4.5% in 2035
N/A
7.7% to 4.5% in 2035
N/A
7.8% to 4.5% in 2035
       
Actuarial assumptions used to determine benefit obligations at end of year      
Weighted average discount rate2.65%3.38%3.65%4.40%3.05%3.73%
Weighted average rate of compensation increases 1
2.30%N/A
2.50%N/A
2.40%N/A
Weighted average annual medical cost increase rateN/A
7.3% to 4.5% in 2040
N/A
7.5% to 4.5% in 2035
N/A
7.7% to 4.5% in 2035
1 Only the UK subsidiary plan is impacted by potential future compensation increases.
     

 Year ended
 31 December 201631 December 201531 December 2014
 
Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Pension
plans

Post-
retirement
medical
benefit plan

Actuarial assumptions used to determine annual benefit expense      
Weighted average discount rate3.90%4.70%3.80%4.20%4.75%5.10%
Weighted average rate of compensation increases 1
2.30%N/A
2.20%N/A
4.30%N/A
Weighted average expected long-term rate of return on plan assets5.30%N/A
5.10%N/A
5.80%N/A
Weighted average annual medical cost increase rate (sensitivity shown below)N/A
8.0% to 4.5% in 2035
N/A
7.1% to 4.5% in 2027
N/A
7.3% to 4.5% in 2027
1 Only the United Kingdom subsidiary plan is impacted by potential future compensation increases.
     
       
Actuarial assumptions used to determine benefit obligations at end of year      
Weighted average discount rate3.40%4.37%4.20%4.70%3.80%4.20%
Weighted average rate of compensation increases2.50%N/A
2.30%N/A
2.80%N/A
Weighted average annual medical cost increase rate (sensitivity shown below) N/A
7.8% to 4.5% in 2035
N/A
8.0% to 4.5% in 2035
N/A
7.1% to 4.5% in 2027
       
Post-retirement medical benefit plan sensitivity to trend rate assumptions      
The effect of a one percentage point increase or decrease in the assumed medical cost increase rate on the aggregate of service and interest costs is as follows:
a. One percent increase in trend rate      
i. Effect on total service cost and interest cost components for the year N/A
772
 N/A
909
 N/A
952
ii. Effect on benefit obligation at year end N/A
19,513
 N/A
18,792
 N/A
20,339
b. One percent decrease in trend rate      
i. Effect on total service cost and interest cost components for the year N/A
(694) N/A
(781) N/A
(771)
ii. Effect on benefit obligation at year end N/A
(16,255) N/A
(15,496) N/A
(16,514)


Investments Policies and Strategies
The pension plans’ assets are managed according to each plan's investment policy statement, which outlines the purpose of the plan, statement of objectives and guidelines and investment policy. The asset allocation is diversified and any use of derivatives is limited to hedging purposes only.
 December 31, 2019December 31, 2018
Weighted average actual and target asset allocations of the pension plans by asset category
Actual
 allocation

Target
 allocation

Actual
 allocation

Target
 allocation

Debt securities (including debt mutual funds)32%36%33%47%
Equity securities (including equity mutual funds)51%47%55%37%
Other17%17%12%16%
Total100%100%100%100%

 31 December 201631 December 2015
Weighted average actual and target asset allocations of the pension plans by asset category
Actual
 allocation

Target
 allocation

Actual
 allocation

Target
 allocation

Debt securities (including debt mutual funds)40%46%42%53%
Equity securities (including equity mutual funds)60%49%58%47%
Other0%5%0%0%
Total100%100%100%100%


Fair Value Measurements of Pension Plans' Assets
The following table presents the fair value of the plans' assets by category and level of inputs used in their respective fair value determination as described in Note 2: Significant accounting policies, except the level 3 security, for which the valuation determination is described following the below table:
 December 31, 2019December 31, 2018
 Fair value determinationFair value determination
 Level 1
Level 2
Level 3
Total
fair value

Level 1
Level 2
Level 3
Total
fair value

US government and federal agencies
19,445

19,445

10,221

10,221
Non-US governments debt securities
1,089

1,089

1,039

1,039
Corporate debt securities
35,688

35,688

39,589

39,589
Equity securities and mutual funds1,112
88,631

89,743
925
83,638

84,563
Other10,049
406
18,980
29,435

1,779
16,960
18,739
Total fair value of plans' assets11,161
145,259
18,980
175,400
925
136,266
16,960
154,151

 31 December 201631 December 2015
 Fair value determinationFair value determination
 Level 1
Level 2
Level 3
Total
fair value

Level 1
Level 2
Level 3
Total
fair value

US government and federal agencies
9,777

9,777

7,532

7,532
Non-US governments debt securities
23,255

23,255




Corporate debt securities
36,184

36,184

68,166

68,166
Equity securities and mutual funds
102,627

102,627
11,845
91,702

103,547
Other
363

363

716

716
Total fair value of plans' assets
172,206

172,206
11,845
168,116

179,961

The BankLevel 3 assets consist of N.T. Butterfield & Son Limited
Notesinsured annuity policies covering the full pension benefits of certain plan members. The fair value of these policies is deemed equal to the Consolidated Financial Statements (continued)
(In thousandsactuarial value of US dollars, unless otherwise stated)


the projected benefit obligation for the insured benefits. At December 31, December 2016, 31.2% (31 December 2015: 34.8%2019, 26.8% (December 31, 2018: 32.6%) of the assets of the pension plans were mutual funds and equity securities managed or administered by wholly-owned subsidiaries of the Bank. At December 31, December 2016, 0.5% and nil % (31 December 2015: 0.3% and 1.2%2019, 0.6% (December 31, 2018: 0.6%) of the plans' assets were invested in common and preference shares of the Bank respectively.Bank.


The investments of the pension funds are diversified across a range of asset classes and are diversified within each asset class. The assets are generally actively managed with the goal of adding some incremental value through security selection and asset allocation.



F- 39

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Estimated 20172020 Bank contribution to and estimated benefit payments for the next ten years under the pension and post-retirement medical benefit plans are as follows:
 
Pension
plans

Post-
retirement
medical
benefit plan

Estimated Bank contributions for the full year ending December 31, 20202,472
4,161
Estimated benefit payments by year:

20207,300
4,161
20217,300
4,474
20227,300
4,716
20237,200
4,959
20247,100
5,194
2025-202934,400
29,109

 
Pension
plans

Post-
retirement
medical
benefit plan

Estimated Bank contributions for the full year ending 31 December 2017330
4,571
Estimated benefit payments by year:

20177,300
4,571
20187,300
4,896
20197,300
5,237
20207,300
5,581
20217,300
5,942
2022-202636,000
34,940


Note 12: Credit-relatedCredit related arrangements, repurchase agreements and commitments


Commitments
As at December 31, December 2016,2019, the Bank was committed to expenditures under contract for information technology services sourcing and leases of $69.8$27.6 million and $19.3 million respectively (31 December 2015: $16.3 million and $20.0 million respectively). Rental expense for premises leased on a long-term basis for the year ended(December 31, December 2016 amounted to $5.1 million (31 December 2015: $4.8 million, 31 December 2014: $5.32018: $39.2 million). The leases under contract asBank funded its expenditures with its own resources and plans to fund those currently in progress with its own resources, which may be obtained through cash on hand, cash flows from operations and issuances of both 31 December 2016debt and 31 December 2015 are all non-cancellable operating type leases primarily for the lease of office space.equity securities.


The following table summarisessummarizes the Bank's commitments for sourcing, long-term leases and other agreements:
Year ending December 31Sourcing
Other
Total
202015,598
12,561
28,159
202111,998
7,006
19,004
2022
2,889
2,889
2023
1,581
1,581
2024
1,212
1,212
2025 & thereafter
1,028
1,028
Total commitments27,596
26,277
53,873

Year ending 31 DecemberSourcing
Leases
Other
Total
201717,157
4,761
2,503
24,421
201813,876
3,705
2,440
20,021
201913,746
2,900
2,440
19,086
202013,666
2,759
600
17,025
202111,373
2,665
600
14,638
2022 & thereafter
2,508
600
3,108
Total commitments69,818
19,298
9,183
98,299


The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses.

The Bank has a facility by 1 of its custodians, whereby the Bank may offer up to US $200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilized facility. At December 31, 2019, $143.6 million (December 31, 2018: $137.4 million) of standby letters of credit were issued under this facility.
Outstanding unfunded commitments to extend creditDecember 31, 2019
December 31, 2018
Commitments to extend credit549,049
445,215
Documentary and commercial letters of credit355
561
Total unfunded commitments to extend credit549,404
445,776


Credit-Related Arrangements
Standby letters of credit and letters of guarantee are issued at the request of a Bank customer in order to secure the customer’s payment or performance obligations to a third party. These guarantees represent an irrevocable obligation of the Bank to pay the third party beneficiary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneficiary’s claim against the customer. Generally, the term of the standby letters of credit does not exceed one year, while the term of the letters of guarantee does not exceed four years. The types and amounts of collateral security held by the Bank for these standby letters of credit and letters of guarantee is generally represented generally by deposits with the Bank or a charge over assets held in mutual funds.


The Bank considers the fees collected in connection with the issuance of standby letters of credit and letters of guarantee to be representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, the Bank defers fees collected in connection with the issuance of standby letters of credit and letters of guarantee. The fees are then recognisedrecognized in income proportionately over the life of the credit agreements. The following table presents the outstanding financial guarantees. Collateral is shown at estimated market value less selling cost. Where the collateral is cash, it is shown gross including accrued income.
 December 31, 2019December 31, 2018
Outstanding financial guaranteesGross
Collateral
Net
Gross
Collateral
Net
Standby letters of credit230,971
223,711
7,260
245,156
237,051
8,105
Letters of guarantee7,806
7,672
134
2,685
2,599
86
Total238,777
231,383
7,394
247,841
239,650
8,191


F- 40
 31 December 201631 December 2015
Outstanding financial guaranteesGross
Collateral
Net
Gross
Collateral
Net
Standby letters of credit242,437
242,437

258,851
257,200
1,651
Letters of guarantee4,772
4,772

9,137
8,418
719
Total247,209
247,209

267,988
265,618
2,370

Commitments
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses.


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



The Bank has a facility by one of its custodians, whereby the Bank may offer up to US$200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilised facility. At 31 December 2016, $110.3 million (31 December 2015: $123.7 million) of standby letters of credit were issued under this facility.
Outstanding unfunded commitments to extend credit31 December 201631 December 2015
Commitments to extend credit412,568
390,497
Documentary and commercial letters of credit1,069
455
Total unfunded commitments to extend credit413,637
390,952


Repurchase agreements
The Bank utilizes repurchase agreements and resell agreements (reverse repurchase agreements) to manage liquidity. The risks of these transactions include changes in the fair value in the securities posted or received as collateral and other credit-related events. The Bank manages these risks by ensuring that the collaterals involved are appropriate and by monitoring the value of the securities posted or received as collateral on a daily basis.


As at December 31, December 2016,2019, the Bank had eight13 open positions (31 December 2015: nil)(December 31, 2018: 2) in resell agreements with a remaining maturity of less than 30 days involving pools of mortgages issued by US federal agencies. The amortisedamortized cost of these resell agreements is $148.8$142.3 million (December 31, 2018: $27.3 million) and are included in securities purchased under agreement to resell on the consolidated balance sheets. As at December 31, December 2016,2019, there were no positions (December 31, 2018: no positions) which were offset on the balance sheet to arrive at the carrying value, and there was no collateral amount which was available to offset against the future settlement amount.


Legal Proceedings
There are actions and legal proceedings pending against the Bank and its subsidiaries which arose in the normal course of its business. Management, after reviewing all actions and proceedings pending against or involving the Bank and its subsidiaries, considers that the resolution of these matters would in the aggregate not be material to the consolidated financial position of the Bank, except as noted in the following paragraphs.


As publicly announced, in November 2013, the USAOUS Attorney's Office for the Southern District of New York applied for and secured the issuance of so-called John Doe Summonses to six6 US financial institutions with which the Bank had correspondent bank relationships. The Bank has been fully cooperating with the US authorities in their ongoing investigation. Specifically, the Bank has conducted an extensive review and account remediation exercise to determine the US tax compliance status of US person account holders. The review process and results have been shared with the US authorities.


Management believes that as ofat December 31, December 2016,2019, a provision of $5.5 million (31 December 2015: $4.8(December 31, 2018: $5.5 million), which has been recorded, is appropriate. As the investigation remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to the Bank could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the estimate. The provision is included on the consolidated balance sheets under other liabilitiesliabilities.

Note 13: Leases

The Bank enters into operating lease agreements either as the lessee or the lessor, mostly for office and parking spaces as well as for small office equipment. The terms of the existing leases, including renewal options that are reasonably certain to be exercised, extend up to the year 2035. Certain lease payments will be adjusted during the related lease's term based on movements in the consolidated statements of operations under other expenses.relevant consumer price index. Rental expense for premises leased on a long-term basis for the year ended December 31, 2018 amounted to $5.6 million (December 31, 2017: $4.9 million).

 Year ended
 December 31, 2019
Lease costs 
Operating lease costs6,606
Short-term lease costs858
Sublease (income)(534)
Total net lease cost6,930
Operating lease income677
Other information for the period

Right-of-use assets related to new operating lease liabilities28,703
Operating cash flows from operating leases7,071
  
Other information at end of periodAs at December 31, 2019
Operating leases right-of-use assets (included in other assets on the balance sheets)47,947
Operating lease liabilities (included in other liabilities on the balance sheets)48,334
Weighted average remaining lease term for operating leases (in years)10.37
Weighted average discount rate for operating leases5.25%
  
The following table summarizes the maturity analysis of the Bank's commitments for long-term leases as at December 31, 2019: 
Year ending December 31Operating Leases
20208,570
20218,312
20227,923
20237,004
20244,324
2025 & thereafter27,194
Total commitments63,327
Less: effect of discounting cash flows to their present value(14,993)
Operating lease liabilities48,334


F- 41

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Note 13:14: Exit cost obligations


During December 2015, the Bank agreed to commence an orderly wind-down of the deposit taking and investment management businesses in the United Kingdom jurisdiction in the Channel Islands and the UK segment as reflected in management segment reporting described in Note 15:16: Segmented Information.information. In making this determination, the Bank considered the increasing regulatory pressure along with periods of negative profitability and made the determination that an orderly wind-down of the deposit taking and investment management businesses in the United KingdomUK was prudent for Butterfield as a group. The orderly wind-down was largely completed by the end of 2016 with the change in business operations to mortgage lending services and the change in name from Butterfield Bank (UK) Limited to Butterfield Mortgages Limited. The amounts expensed shown in the following table are allwere included in the consolidated statements of operations as restructuring costs under non-interest expenses.


Related to this orderly wind-down, it was determined that the core banking system utilized in the operations of the United Kingdom segmentUK jurisdiction was impaired (included in premises, equipment and computer software on the consolidated balance sheets). This determination was based upon the realisablerealizable value of this software upon completion of the orderly wind-down. A total of $5.1 millionwind-down and was expensed in the fourth quarter of the year ended December 31, December 2015 and was included in impairment of fixed assets on the consolidated statements of operations of the relevant period.2015.
 Total exit costs recognized
Total amounts paid
Exit cost liability
 Years 2015 - 2017
Years 2015 - 2017
As at December 31, 2019
As at December 31, 2018
Staff redundancy expenses3,680
3,680


Professional services4,388
4,388


Lease termination expenses649
649


Other expenses1,504
1,504


Total10,221
10,221



 Expense recognised by yearAmounts paid by yearExit cost liability
 Year ended 31 December 2016
Year ended 31 December 2015
Costs to be recognised in the future
Total exit costs expected to be incurred
Year ended 31 December 2016
Year ended 31 December 2015
As at 31 December 2016
As at 31 December 2015
Staff redundancy expenses2,810
634
116
3,560
3,329

115
634
Professional services2,284
1,549
219
4,052
3,763

70
1,549
Lease termination expenses

1,513
1,513




Other expenses1,172

924
2,096
1,172



Total6,266
2,183
2,772
11,221
8,264

185
2,183


Note 14:15: Loan interest income
 Year ended

December 31, 2019
December 31, 2018
December 31, 2017
Contractual interest earned228,892
213,908
183,571

   
Amortization   
Amortization of fair value hedge(316)(501)(722)
Amortization of loan origination fees (net of amortized costs)5,456
5,088
4,171
Total loan interest income234,032
218,495
187,020

   
Balance of unamortized fair value hedge included in loans as at year end1,676
1,992
2,493
Balance of unamortized loan fees included in loans as at year end11,628
10,010
9,364

 Year ended
Contractual interest31 December 2016
31 December 2015
31 December 2014
Contractual interest earned on mortgages103,820
104,194
106,321
Contractual interest earned on other loans81,509
79,506
82,395
Subtotal contractual interest earned185,329
183,700
188,716
    
Amortisation   
Amortisation of fair value hedge(1,120)(1,471)(1,548)
Amortisation of loan origination fees (net of amortised costs)3,791
4,257
4,818
Total loan interest income188,000
186,486
191,986
    
Balance of unamortised fair value hedge included in loans as at year end3,215
4,335
5,806
Balance of unamortised loan fees included in loans as at year end6,313
7,319
7,072


Note 15:16: Segmented information


The Bank is managed by its CEOthe Group Chief Executive Officer (“CEO”) on a geographic basis. The Bank's six geographicIn 2017, the Bank presented 6 segments arewhich included Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and the United Kingdom. The geographic segments are determined basedUK. In 2018, the Bank reassessed the segment reporting as a result of acquisitions which were announced in 2017 and early 2018 and concluded on the country's balance sheet sizefollowing 3 geographic segments: Bermuda, Cayman, and by regulatory reporting requirementsChannel Islands and the UK. The Other segment is composed of several non-reportable operating segments that have been aggregated in the respective jurisdiction.accordance with GAAP. Each regionreportable segment has a managing director who reports directly to the Group CEO. The Group CEO and the regionsegment managing director have final authority over resource allocation decisions and performance assessment.


The geographic segments reflect this management structure and the manner in which financial information is currently evaluated by the CEO. Segment results are determined based uponon the Bank's management reporting system, which assigns balance sheet and income statement items to each of the geographic segments. The process is designed around the Bank's organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. A description of each reportable segment and table of financial results is presented below.


Accounting policies of the reportable segments are the same as those described in Note 2: Significant accounting policies. Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of certain corporate overhead expenses and loan participation revenue and expense. Loan participation revenue and expenses are allocated pro-rata based uponon the percentage of the total loan funded by each jurisdiction participating in the loan.


TheBermuda segment provides a full range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through five3 branch locations and through internet banking, mobile banking, automated teller machines (“ATMs”) and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and personal insurance products. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Bermuda’s wealth management offering consists of Butterfield Asset Management Limited, which provides investment management, advisory and brokerage services and Butterfield Trust (Bermuda) Limited, which provides trust, estate, company management and custody services. Bermuda is also the location of the Bank's head offices and accordingly, retains the unallocated corporate overhead expenses.


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


The Cayman segment provides a comprehensive range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through three3 branch locations and through internet banking, mobile banking, ATMs and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and property/auto insurance. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote

F- 42

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


banking and letters of credit. Treasury services include money market and foreign exchange activities. Cayman’s wealth management offering comprises investment management, advisory and brokerage services and Butterfield Trust (Cayman) Limited, which provides trust, estate and company management.


The GuernseyChannel Islands and the UK segment providesincludes the jurisdictions of Guernsey and Jersey (Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial institutionsintermediaries including private banking and treasury services, internet banking, administered bank services, wealth management and fiduciary services.

The Switzerland segment provides fiduciary services. The Bahamas segment provides fiduciary and ancillary services.

The United Kingdom segment previously provided a broad range of services including private banking and treasury services, internet banking and wealth management and fiduciary services to high net worth individuals and privately owned businesses. As described in Note 13: Exit cost obligations, during the year-ended 31 December 2015, the Bank commenced an orderly wind-down of the deposit- taking and investment management businesses in the United Kingdom segment. The United Kingdom segment nowUK jurisdiction provides mortgage services for high-value residential properties.

The Other segment includes the jurisdictions of The Bahamas, Canada, Mauritius, Singapore and Switzerland. These operating segments individually and collectively do not meet the quantitative threshold for segmented reporting and are therefore aggregated as non-reportable operating segments.
Total Assets by Segment31 December 2016
31 December 2015
December 31, 2019
December 31, 2018
Bermuda6,765,125
5,113,718
5,220,016
5,387,347
Cayman3,393,256
3,282,319
3,839,074
3,705,468
Guernsey1,132,663
1,391,126
Switzerland2,173
2,713
The Bahamas81,604
49,434
United Kingdom151,866
788,433
Channel Islands and the UK5,108,357
1,966,547
Other35,148
30,035
Total assets before inter-segment eliminations11,526,687
10,627,743
14,202,595
11,089,397
Less: inter-segment eliminations(423,142)(352,180)(281,020)(316,219)
Total11,103,545
10,275,563
13,921,575
10,773,178

2019 Net interest incomeProvision for credit recoveries (losses)
Non-interest
 income

Net revenue
 before gains
 and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended December 31Customer
Inter- segment
Bermuda182,674
1,236
(3,088)89,114
269,936
2,172
272,108
209,417
62,691
Cayman113,493
1,071
1,893
51,853
168,310
570
168,880
61,057
107,823
Channel Islands and the UK49,486
(2,307)1,379
34,319
82,877
43
82,920
74,217
8,703
Other49


22,119
22,168
(18)22,150
24,292
(2,142)
Total before eliminations345,702

184
197,405
543,291
2,767
546,058
368,983
177,075
Inter-segment eliminations


(13,430)(13,430)
(13,430)(13,430)
Total345,702

184
183,975
529,861
2,767
532,628
355,553
177,075
          
2018 Net interest incomeProvision for credit recoveries (losses)
Non-interest
 income

Net revenue
 before gains
 and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended December 31Customer
Inter- segment
Bermuda202,901
2,383
6,823
87,352
299,459
(20)299,439
202,318
97,121
Cayman102,793
416
1,297
47,781
152,287
349
152,636
60,666
91,970
Channel Islands and the UK37,276
(2,799)(1,129)26,824
60,172
(1,185)58,987
50,353
8,634
Other19


15,157
15,176
1
15,177
17,718
(2,541)
Total before eliminations342,989

6,991
177,114
527,094
(855)526,239
331,055
195,184
Inter-segment eliminations


(8,428)(8,428)
(8,428)(8,428)
Total342,989

6,991
168,686
518,666
(855)517,811
322,627
195,184
          
2017 Net interest incomeProvision for credit recoveries (losses)
Non-interest
 income

Net revenue
before gains
and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended December 31Customer
Inter- segment
Bermuda178,600
1,324
4,618
81,416
265,958
2,785
268,743
192,293
76,450
Cayman86,074
3
1,033
46,004
133,114
(28)133,086
59,400
73,686
Channel Islands and the UK24,978
(1,367)186
24,445
48,242
(1,488)46,754
43,758
2,996
Other92
40

11,424
11,556

11,556
11,436
120
Total before eliminations289,744

5,837
163,289
458,870
1,269
460,139
306,887
153,252
Inter-segment eliminations


(5,464)(5,464)
(5,464)(5,464)
Total289,744

5,837
157,825
453,406
1,269
454,675
301,423
153,252



F- 43

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




  Net interest income
Provision for
 credit losses

Non-interest
 income

Revenue
 before gains
 and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended 31 December 2016Customer
Inter- segment
Bermuda160,466
1,642
(7,263)71,765
226,610
1,412
228,022
164,503
63,519
Cayman79,644
388
2,135
41,364
123,531
(532)122,999
60,613
62,386
Guernsey14,469
(323)(395)24,623
38,374
(1,027)37,347
35,547
1,800
Switzerland41


3,798
3,839

3,839
3,366
473
The Bahamas46
30

4,666
4,742

4,742
5,032
(290)
United Kingdom3,814
(1,737)1,124
3,947
7,148
1,161
8,309
20,255
(11,946)
Total before eliminations258,480

(4,399)150,163
404,244
1,014
405,258
289,316
115,942
Inter-segment eliminations


(2,690)(2,690)
(2,690)(2,690)
Total258,480

(4,399)147,473
401,554
1,014
402,568
286,626
115,942
          
  Net interest income
Provision for
 credit losses

Non-interest
 income

Revenue
 before gains
 and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended 31 December 2015Customer
Inter- segment
Bermuda142,488
2,600
(3,625)61,050
202,513
(2,503)200,010
159,474
40,536
Cayman66,317
608
(466)39,508
105,967
(793)105,174
58,115
47,059
Guernsey17,025
(427)(103)26,171
42,666
(1,066)41,600
39,872
1,728
Switzerland


3,420
3,420

3,420
3,320
100
The Bahamas8
116

5,295
5,419
1
5,420
5,068
352
United Kingdom13,428
(2,897)(1,547)6,307
15,291
(5,076)10,215
22,251
(12,036)
Total before eliminations239,266

(5,741)141,751
375,276
(9,437)365,839
288,100
77,739
Inter-segment eliminations


(1,579)(1,579)
(1,579)(1,579)
Total239,266

(5,741)140,172
373,697
(9,437)364,260
286,521
77,739
          
  Net interest income
Provision for
 credit losses

Non-interest
 income

Revenue
 before gains
 and losses

Gains and
 losses

Total net revenue
Total
expenses

Net income
Year ended 31 December 2014Customer
Inter- segment
Bermuda141,528
3,164
(6,425)60,692
198,959
6,908
205,867
145,696
60,171
Cayman58,442
928
(557)33,515
92,328
36
92,364
58,829
33,535
Guernsey19,303
(1,242)(154)26,814
44,721
4,432
49,153
39,580
9,573
Switzerland


2,486
2,486

2,486
2,867
(381)
The Bahamas(15)166

5,492
5,643

5,643
5,548
95
United Kingdom19,229
(3,016)(912)7,717
23,018
4,312
27,330
22,164
5,166
Total before eliminations238,487

(8,048)136,716
367,155
15,688
382,843
274,684
108,159
Inter-segment eliminations


(1,886)(1,886)
(1,886)(1,886)
Total238,487

(8,048)134,830
365,269
15,688
380,957
272,798
108,159

Note 16:17: Derivative instruments and risk management


The Bank uses derivatives for risk management purposes and to meet the needs of its customers. The Bank’s derivative contracts principally involve over-the-counter (“OTC”)OTC transactions that are negotiated privately between the Bank and the counterparty to the contract and include interest rate contracts and foreign exchange contracts.


The Bank may pursue opportunities to reduce its exposure to credit losses on derivatives by entering into International Swaps and Derivatives Association master agreements (“ISDAs”). Depending on the nature of the derivative transaction, bilateral collateral arrangements may be used, as well. When the Bank is engaged in more than one outstanding derivative transaction with the same counterparty, and also has a legally enforceable master netting agreement with that counterparty, the net marked to marketmarked-to-market exposure represents the netting of the positive and negative exposures with that counterparty. When there is a net negative exposure, the Bank regards its credit exposure to the counterparty as being zero. The net marked-to-market position with a particular counterparty represents a reasonable measure of credit risk when there is a legally enforceable master netting agreement between the Bank and that counterparty.


Certain of these agreements contain credit risk-related contingent features in which the counterparty has the option to accelerate cash settlement of the Bank's net derivative liabilities with the counterparty in the event the Bank's credit rating falls below specified levels or the liabilities reach certain levels.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



All derivative financial instruments, whether designated as hedges or not, are recorded on the consolidated balance sheets at fair value within other assets or other liabilities. These amounts include the effect of netting. The accounting for changes in the fair value of a derivative in the consolidated statements of operations depends on whether the contract has been designated as a hedge and qualifies for hedge accounting.


Notional Amounts
The notional amounts are not recorded as assets or liabilities on the consolidated balance sheets as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged. Notional amounts represent the volume of outstanding transactions and do not represent the potential gain or loss associated with market risk or credit risk of such instruments. Credit risk is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.


Fair Value
Derivative instruments, in the absence of any compensating up-front cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, exchange rates, equity or commodity prices or indices change. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. Market risk is managed within clearly defined parameters as prescribed by senior management of the Bank. The fair value is defined as the profit or loss associated with replacing the derivative contracts at prevailing market prices.


Risk Management Derivatives
The Bank enters into interest derivative contracts as part of its overall interest rate risk management strategy to minimiseminimize significant unplanned fluctuations in earnings that are caused by interest rate volatility. The Bank’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain consolidated balance sheet assets and liabilities so that movements in interest rates do not adversely affect the net interest margin. Derivative instruments that are used as part of the Bank’s risk management strategy include interest rate swap contracts that have indices related to the pricing of specific consolidated balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of fixed and variable-rate interest payments between two parties, based on a common notional principal amount and maturity date. The Bank uses foreign currency derivative instruments to hedge its exposure to foreign currency risk. Certain hedging relationships are formally designated and qualify for hedge accounting as fair value or net investment hedges. Risk management derivatives comprise fair value hedges, net investmentsinvestment hedges and derivatives not formally designated as hedges as described below.


Fair value hedges consist of designated interest rate swaps and are used to minimiseminimize the Bank's exposure to changes in the fair value of assets and liabilities due to movements in interest rates. The Bank previously entered into interest rate swaps to convert its fixed-rate long-term loans to floating-rate loans, and convert fixed-rate deposits to floating-rate deposits. During the year ended December 31, December 2011, the Bank cancelledcanceled its interest rate swaps designated as fair value hedges of loans receivable and therefore discontinued hedge accounting for these financial instruments. The fair value attributable to the hedged loans are accounted for prospectively and are being amortisedamortized to net income over the remaining life of each individual loan, which could extend to year 2029, using the effective interest method.


Net investment hedges includes designated currency swaps and qualifying non-derivative instruments and are used to minimiseminimize the Bank’s exposure to variability in the foreign currency translation of net investments in foreign operations. The effective portion of changes in the fair value of the hedging instrument is recognisedrecognized in AOCL consistent with the related translation gains and losses of the hedged net investment. For net investment hedges, all critical terms of the hedged item and the hedging instrument are matched at inception and on an ongoing basis to minimiseminimize the risk of hedge ineffectiveness.


For derivatives designated as net investment hedges, the Bank follows the method based on changes in spot exchange rates. Accordingly:
- The change in the fair value of the derivative instrument that is reported in AOCL (i.e., the effective portion) is determined by the changes in spot exchange rates.
- The change in the fair value of the derivative instrument attributable to changes in the difference between the forward rate and spot rate are excluded from the measure
of the hedge ineffectiveness and that difference is reported directly in the consolidated statements of operations under foreign exchange revenue.
Amounts recorded in AOCL are reclassified to earnings only upon the sale or substantial liquidation of an investment in a foreign subsidiary.


For foreign-currency-denominated debt instruments that are designated as hedges of net investments in foreign operations, the translation gain or loss that is recorded in AOCL is based on the spot exchange rate between the reporting currency of the Bank and the functional currency of the respective subsidiary. See Note 23:24: Accumulated other comprehensive loss for details on the amount recognisedrecognized into AOCL during the current period from translation gain or loss.


Derivatives not formally designated as hedges are entered into to manage the interest rate risk of fixed rate deposits and foreign exchange risk of the Bank's exposure. Changes in the fair value of derivative instruments not formally designated as hedges are recognisedrecognized in foreign exchange income.


Client service derivatives
The Bank enters into foreign exchange contracts and interest rate caps primarily to meet the foreign exchange needs of its customers. Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date at a specified rate of exchange. Changes in the fair value of client services derivative instruments are recognisedrecognized in foreign exchange income.



F- 44

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


The following table shows the aggregate notional amounts of derivative contracts outstanding listed by type and respective gross positive or negative fair values and classified by those used for risk management (sub-classified as hedging and those that do not qualify for hedge accounting), client services and credit derivatives. Fair value of derivatives is recorded in the consolidated balance sheets in other assets and other liabilities. Gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities, subject to netting when master netting agreements are in place.

December 31, 2019Derivative instrumentNumber of contracts
Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives      
Net investment hedgesCurrency swaps1
9,502

(118)(118)
Derivatives not formally designated as hedging instrumentsCurrency swaps9
207,032
1,632
(1,339)293
Subtotal risk management derivatives 
216,534
1,632
(1,457)175
       
Client services derivativesSpot and forward foreign exchange352
3,280,636
31,060
(30,602)458

      
Total derivative instruments 
3,497,170
32,692
(32,059)633
       
December 31, 2018Derivative instrumentNumber of contracts
Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives      
Net investment hedgesCurrency swaps1
2,935

(32)(32)
Derivatives not formally designated as hedging instrumentsCurrency swaps8
235,875
269
(569)(300)
Subtotal risk management derivatives 
238,810
269
(601)(332)
       
Client services derivativesSpot and forward foreign exchange288
2,064,762
13,331
(12,671)660
       
Total derivative instruments 
2,303,572
13,600
(13,272)328

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


31 December 2016Derivative instrumentNumber of contracts
Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives      
Net investment hedgesCurrency swaps1
77,670
15,744

15,744
Derivatives not formally designated as hedging instrumentsCurrency swaps11
676,856
5,901
(3,013)2,888
Subtotal risk management derivatives 
754,526
21,645
(3,013)18,632
       
Client services derivativesSpot and forward foreign exchange106
2,039,141
15,410
(15,267)143
       
Total derivative instruments 
2,793,667
37,055
(18,280)18,775
       
31 December 2015Derivative instrumentNumber of contracts
Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives      
Net investment hedgesCurrency swaps1
77,670
4,122

4,122
Derivatives not formally designated as hedging instrumentsCurrency swaps4
77,881
273
(95)178
Subtotal risk management derivatives 
155,551
4,395
(95)4,300
       
Client services derivativesSpot and forward foreign exchange128
2,572,525
16,426
(15,961)465
       
Total derivative instruments 
2,728,076
20,821
(16,056)4,765


In addition to the above, as at December 31, December 20162019 foreign denominated deposits of £34.5£251.4 million (31 December 2015: £29.5(December 31, 2018: £124.5 million), and CHF 0.4 million (December 31, 2018: CHF 0.4 million) were designated as a hedge of foreign exchange risk associated with the net investment in foreign operations.


We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty specific credit risk limits, using master netting arrangements where appropriate and obtaining collateral. The Bank elected to offset in the consolidated balance sheets certain gross derivative assets and liabilities subject to netting agreements.


The Bank also elected not to offset certain derivative assets or liabilities and all collaterals received or paid that the Bank or the counterparties could legally offset in the event of default. In the tables below, these positions are deducted from the net fair value presented in the consolidated balance sheets in order to present the net exposures. The collateral values presented in the following table are limited to the related net derivative asset or liability balance and, accordingly, do not include excess collateral received or paid.


F- 45
 
Gross fair
 value
 recognised

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets 
31 December 2016Gross fair value of derivatives

Cash collateral
 received / paid

Net exposures
Derivative assets      
Spot and forward foreign exchange and currency swaps37,055
(6,959)30,096
(6,811)(8,292)14,993
       
Derivative liabilities      
Spot and forward foreign exchange and currency swaps18,280
(6,959)11,321
(6,811)
4,510
Net positive fair value  18,775
   
       
 
Gross fair
 value
 recognised

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets 
31 December 2015Gross fair value of derivatives

Cash collateral
 received / paid

Net exposures
Derivative assets      
Spot and forward foreign exchange and currency swaps20,821
(7,127)13,694
(78)(269)13,347
       
Derivative liabilities      
Spot and forward foreign exchange and currency swaps16,056
(7,127)8,929
(78)(185)8,666
Net positive fair value  4,765
   


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 Gross fair
value
recognized

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets 
December 31, 2019Gross fair value of derivatives

Cash collateral
 received / paid

Net exposures
Derivative assets      
Spot and forward foreign exchange and currency swaps32,692
(2,233)30,459

(3,224)27,235

      
Derivative liabilities      
Spot and forward foreign exchange and currency swaps32,059
(2,233)29,826

(997)28,829
Net positive fair value  633
   
       
 Gross fair
value
recognized

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets 
December 31, 2018Gross fair value of derivatives

Cash collateral
 received / paid

Net exposures
Derivative assets      
Spot and forward foreign exchange and currency swaps13,600
(2,036)11,564

(3,216)8,348

      
Derivative liabilities      
Spot and forward foreign exchange and currency swaps13,272
(2,036)11,236

(1,861)9,375
Net positive fair value  328
   


The following tables show the location and amount of gains (losses) recorded in either the consolidated statements of operations or consolidated statements of comprehensive income on derivative instruments outstanding. During 2016, management revised the following disclosures to segregate the gains and losses attributable to the specific types of derivatives.
  Year ended
Derivative instrumentConsolidated statements of operations line itemDecember 31, 2019
December 31, 2018
December 31, 2017
Spot and forward foreign exchangeForeign exchange revenue(202)(25)541
Currency swaps, not designated as hedgeForeign exchange revenue592
1,697
(4,916)
Currency swaps - net investment hedgeForeign exchange revenue

(11,334)
Total net gains (losses) recognized in net income390
1,672
(15,709)
     
Derivative instrumentConsolidated statements of comprehensive income line itemDecember 31, 2019
December 31, 2018
December 31, 2017
Currency swaps - net investment hedgeNet change in unrealized gains and (losses) on translation of net investment in foreign operations(85)
(4,410)
Total net gains (losses) recognized in comprehensive income(85)
(4,410)

  Year ended
Derivative instrumentConsolidated statements of operations line item31 December 2016
31 December 2015
31 December 2014
Spot and forward foreign exchangeForeign exchange revenue(322)110
(724)
Currency swaps, not designated as hedgeForeign exchange revenue2,710
1,643
7,916
Currency swaps (net investment hedge)Foreign exchange revenue(1,091)2,331
742
Total net gains (losses) recognised in net income1,297
4,084
7,934
     
Derivative instrumentConsolidated statements of comprehensive income line item31 December 2016
31 December 2015
31 December 2014
Currency swaps (net investment hedge)
Net change in unrealised gains and losses on translation
of net investment in foreign operations
12,713
4,254
6,799
Total net gains recognised in comprehensive income12,713
4,254
6,799


Note 17:18: Fair value measurements


The following table presents the financial assets and liabilities that are measured at fair value on a recurring basis. Management classifies these items based on the type of inputs used in their respective fair value determination as described in Note 2: Significant accounting policies.


Management reviews the price of each security monthly, comparing market values to expectations and to the prior month’s price. Management's expectations are based upon knowledge of prevailing market conditions and developments relating to specific issuers and/or asset classes held in the investment portfolio. Where there are unusual or significant price movements, or where a certain asset class has performed out-of-line with expectations, the matter is reviewed by the Group Asset and Liability Committee.management.


Financial instruments in Level 1 include actively traded redeemable mutual funds.


Financial instruments in Level 2 include government debt securities, corporate bonds,debt securities, mortgage-backed securities and other asset-backed securities, forward foreign exchange contracts and mutual funds not actively traded.


Financial instruments in Level 3 include asset-backed securities for which the market is relatively illiquid and for which information about actual trading prices is not readily available.


There were no transfers between Level 1 and Level 2 or Level 2 and Level 3 during the year ended December 31, December 20162019 and the year ended December 31, December 2015.2018.

F- 46

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 December 31, 2019 December 31, 2018 
 Fair value
Total carrying
amount /
fair value

Fair value
Total carrying
amount /
fair value

 Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
         
Items that are recognized at fair value on a recurring basis:     
Financial assets        
Equity securities        
Mutual funds7,141
278

7,419
6,176
319

6,495
Total equity securities7,141
278

7,419
6,176
319

6,495

        
Available-for-sale investments        
US government and federal agencies
2,052,446

2,052,446

1,786,507

1,786,507
Non-US governments debt securities
25,676

25,676

25,425

25,425
Corporate debt securities




78,713

78,713
Asset-backed securities - Student loans

12,891
12,891


12,626
12,626
Commercial mortgage-backed securities




123,209

123,209
Residential mortgage-backed securities
129,328

129,328

156,269

156,269
Total available-for-sale
2,207,450
12,891
2,220,341

2,170,123
12,626
2,182,749

        
Other assets - Derivatives
30,459

30,459

11,564

11,564

        
Financial liabilities        
Other liabilities - Derivatives
29,826

29,826

11,236

11,236

 31 December 2016 31 December 2015 
 Fair value
Total carrying
amount /
fair value

Fair value
Total carrying
amount /
fair value

 Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
         
Items that are recognised at fair value on a recurring basis:     
Financial assets        
Trading investments        
US government and federal agencies




279,343

279,343
Non-US governments debt securities




7,489

7,489
Asset-backed securities - Student loans




28,285

28,285
Mutual funds6,091
222

6,313
5,903
279

6,182
Total trading6,091
222

6,313
5,903
315,396

321,299
         
Available-for-sale investments        
US government and federal agencies
2,430,402

2,430,402

1,404,499

1,404,499
Non-US governments debt securities
27,020

27,020

29,575

29,575
Corporate debt securities
514,475

514,475

506,144

506,144
Asset-backed securities - Student loans

12,493
12,493


12,161
12,161
Commercial mortgage-backed securities
150,546

150,546

148,726

148,726
Residential mortgage-backed securities
197,802

197,802

100,244

100,244
Total available-for-sale
3,320,245
12,493
3,332,738

2,189,188
12,161
2,201,349
         
Other assets - Derivatives
30,096

30,096

13,694

13,694
         
Financial liabilities        
Other liabilities - Derivatives
11,321

11,321

8,929

8,929


Level 3 Reconciliation
The Level 3 financial instruments, shown as Asset-backed securities - Student loans in the above table, is a federal family education loan programmeprogram guaranteed student loan security and is valued using a non-binding broker quote. The fair value provided by the broker is based on the last trading price of similar securities but as the market for the security is illiquid, a Level 2 classification is not supported.


Significant increases (decreases) in any ofThe table below summarizes realized and unrealized gains and losses for Level 3 assets still held at the preceding inputs in isolation could result in a significantly different fair value measurement. Generally a change in assumption used for the probability of defaults is accompanied by a directionally similar change in the assumption used for the loss severity.reporting date.
 December 31, 2019
December 31, 2018
December 31, 2017
 
Available-
 for-sale investments

Available-
 for-sale investments

Available-
for-sale investments

Carrying amount at beginning of year12,626
12,493
12,493
Realized and unrealized gains (losses) recognized in other comprehensive income265
133

Carrying amount at end of year12,891
12,626
12,493



F- 47
 31 December 2016
31 December 2015
31 December 2014
 
Available-
 for-sale investments

Available-
 for-sale investments

Available-
for-sale investments

Carrying amount at beginning of year12,161
12,226
45,304
Proceeds from sales, paydowns and maturities

(36,439)
Accretion recognised in net income

915
Realised and unrealised gains (losses) recognised in other comprehensive income332
(65)(6,286)
Realised and unrealised gains recognised in net income

8,732
Carrying amount at end of year12,493
12,161
12,226

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Items Other Than Those Recognised at Fair Value on a Recurring Basis: 
Items Other Than Those Recognized at Fair Value on a Recurring Basis:Items Other Than Those Recognized at Fair Value on a Recurring Basis: 
 31 December 201631 December 2015 December 31, 2019December 31, 2018
Level
Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Level
Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Financial assets    
Cash due from banks Level 12,101,651
2,101,651

2,288,890
2,288,890

Level 12,550,070
2,550,070

2,053,883
2,053,883

Securities purchased under agreement to resell Level 2148,813
148,813




Securities purchased under agreements to resellLevel 2142,283
142,283

27,341
27,341

Short-term investments Level 1519,755
519,755

409,482
409,482

Level 11,218,380
1,218,380

52,336
52,336

Investments held-to-maturity Level 21,061,103
1,046,828
(14,275)701,282
701,495
213
Level 22,208,663
2,255,987
47,324
2,066,120
2,036,214
(29,906)
Loans, net of allowance for credit losses Level 23,570,478
3,566,812
(3,666)4,000,155
3,996,443
(3,712)Level 25,142,622
5,161,257
18,635
4,043,889
4,047,262
3,373
Other real estate owned¹ Level 214,199
14,199

11,206
11,206

Level 23,842
3,842

5,346
5,346

    
Financial liabilities    
Customer deposits  
Demand deposits Level 28,193,213
8,193,213

7,654,643
7,654,643

Customer deposits (excluding demand deposits)  
Term deposits Level 21,816,640
1,817,564
(924)1,513,025
1,514,126
(1,101)Level 23,046,876
3,050,383
(3,507)1,968,576
1,970,004
(1,428)
Deposits from banks Level 223,796
23,796

14,478
14,478

Level 233,759
33,759

33,822
33,822

Long-term debt Level 2117,000
117,683
(683)117,000
116,606
394
Level 2143,500
147,574
(4,074)143,322
146,261
(2,939)
¹ The current carrying value of OREO is adjusted to fair value only when there is devaluation below carrying value.


Note 18:19: Interest rate risk


The following tables set out the assets, liabilities and shareholders' equity and off-balance sheet instruments on the date of the earlier of contractual maturity, expected maturity or repricing date. Use of these tables to derive information about the Bank’s interest rate risk position is limited by the fact that customers may choose to terminate their financial instruments at a date earlier than the contractual maturity or repricing date. Examples of this include fixed-rate mortgages, which are shown at contractual maturity but which may pre-pay earlier, and certain term deposits, which are shown at contractual maturity but which may be withdrawn before their contractual maturity subject to prepayment penalties. Investments are shown based on remaining contractual maturities. The remaining contractual principal maturities for mortgage-backed securities (primarily US government agencies) do not consider prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature. In 2019, the classification of certain interest bearing and non-interest bearing cash items was revised. The 2018 table below was revised to conform to current year presentation.

F- 48

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


December 31, 2019Earlier of contractual maturity or repricing date  
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total
Assets       
Cash due from banks2,462




88
2,550
Securities purchased under agreement to resell142





142
Short-term investments622
591
3


2
1,218
Investments415
23
11
102
3,878
7
4,436
Loans4,025
16
148
292
648
14
5,143
Other assets




433
433
Total assets7,666
630
162
394
4,526
544
13,922
        
Liabilities and shareholders' equity       
Shareholders’ equity




964
964
Demand deposits7,151




2,239
9,390
Term deposits2,435
234
305
78


3,052
Other liabilities




373
373
Long-term debt70


73


143
Total liabilities and shareholders' equity9,656
234
305
151

3,576
13,922
        
Interest rate sensitivity gap(1,990)396
(143)243
4,526
(3,032)
Cumulative interest rate sensitivity gap(1,990)(1,594)(1,737)(1,494)3,032


        
December 31, 2018Earlier of contractual maturity or repricing date  
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total
Assets       
Cash due from banks1,962




92
2,054
Securities purchased under agreement to resell27





27
Short-term investments40
10



2
52
Investments488
35
8
245
3,473
6
4,255
Loans3,160
278
38
223
330
15
4,044
Other assets




341
341
Total assets5,677
323
46
468
3,803
456
10,773
        
Liabilities and shareholders' equity       
Shareholders’ equity




882
882
Demand deposits5,357




2,120
7,477
Term deposits1,245
228
432
70


1,975
Other liabilities




296
296
Long-term debt70


73


143
Total liabilities and shareholders' equity6,672
228
432
143

3,298
10,773
        
Interest rate sensitivity gap(995)95
(386)325
3,803
(2,842)
Cumulative interest rate sensitivity gap(995)(900)(1,286)(961)2,842




F- 49

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




31 December 2016Earlier of contractual maturity or repricing date  
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total
Assets       
Cash due from banks1,991




111
2,102
Securities purchased under agreement to resell149





149
Short-term investments135
385




520
Investments1,343
15
81
704
2,251
6
4,400
Loans3,339
53
57
81
38
2
3,570
Other assets




363
363
Total assets6,957
453
138
785
2,289
482
11,104
        
Liabilities and shareholders' equity       
Shareholders’ equity




711
711
Demand deposits5,828




2,385
8,213
Term deposits1,492
166
92
71


1,821
Other liabilities




242
242
Long-term debt92


25


117
Total liabilities and shareholders' equity7,412
166
92
96

3,338
11,104
        
Interest rate sensitivity gap(455)287
46
689
2,289
(2,856)
Cumulative interest rate sensitivity gap(455)(168)(122)567
2,856


        
        
31 December 2015Earlier of contractual maturity or repricing date  
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total
Assets       
Cash due from banks2,178




111
2,289
Short-term investments117
291
1



409
Investments871
79
19
620
1,629
6
3,224
Loans3,735
84
53
67
47
14
4,000
Other assets




354
354
Total assets6,901
454
73
687
1,676
485
10,276
        
Liabilities and shareholders' equity       
Shareholders’ equity




750
750
Demand deposits5,783




1,882
7,665
Term deposits989
296
153
79


1,517
Other liabilities




227
227
Long-term debt92


25


117
Total liabilities and shareholders' equity6,864
296
153
104

2,859
10,276
        
Interest rate sensitivity gap37
158
(80)583
1,676
(2,374)
Cumulative interest rate sensitivity gap37
195
115
698
2,374



Note 19:20: Long-term debt


On May 28, May 2003, the Bank issued US $125 million of Subordinated Lower Tier II capital notes. The notes were issued at par and in two2 tranches, namely US $78 million in Series A notes due 2013 and US $47 million in Series B notes due 2018. The issuance was by way of private placement with US institutional investors. The notes arewere listed on the Bermuda Stock Exchange (“BSX”)BSX in the specialist debt securities category. Part of the proceeds of the issue were used to repay the entire amount of the US $75 million outstanding subordinated notes redeemed in July 2003. The notes issued under Series A paid a fixed coupon of 3.94% until May 27, May 2008 when it was redeemed in whole by the Bank. The Series B notes paid a fixed coupon of 5.15% until May 27, May 2013 when they became redeemable in whole at the Bank’s option. The Series B notes were priced at a spread of 1.35% over the 10-year US Treasury yield. In May 2018, the Bank fully redeemed the 2003 issuance Series B for its nominal value of $47 million.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



On June 27, June 2005, the Bank issued US $150 million of Subordinated Lower Tier II capital notes. The notes were issued at par in two2 tranches, namely US $90 million in Series A notes due 2015 and US $60 million in Series B notes due 2020. The issuance was by way of private placement with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The notes issued under Series A paid a fixed coupon of 4.81% until July 2, July 2010 after which the coupon rate became floating and the principal became redeemable in whole at the Bank's option. The Series B notes paypaid a fixed coupon of 5.11% until July 2, July 2015 when they also becomebecame redeemable in whole at the Bank’s option. The Series A notes were priced at a spread of 1.00% over the five-year US Treasury yield and the Series B notes were priced at a spread of 1.10% over the 10-year US Treasury yield. During September 2011, the Bank repurchased a portion of the outstanding 5.11% 2005 Series B Subordinated notes (“the Note”). The face value of the portion of the Note repurchased was $15 million and the purchase price paid for the repurchase was $13.875 million, which realisedrealized a gain of $1.125 million. During January 2014, the Bank fully redeemed the 2005 issuance Series A subordinated debt for its nominal value of $90 million.


On May 27, May 2008, the Bank issued US $78 million of Subordinated Lower Tier II capital notes. The notes were issued at par and in two2 tranches, namely US $53 million in Series A notes due 2018 and US $25 million in Series B notes due 2023. The issuance was by way of private placement with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The proceeds of the issue were used to repay the entire amount of the US $78 million outstanding subordinated notes redeemed in May 2008. The notes issued under Series A paid a fixed coupon of 7.59% until May 27, May 2013 when they became redeemable in whole at the option of the Bank. In May 2013, the Bank exercised its option to redeem the Series A note outstanding at face value. The Series B notes pay a fixed coupon of 8.44% until May 27, May 2018 when they also becomebecame redeemable in whole at the Bank’s option. The Series B notes were priced at a spread of 4.51% over the 10-year US Treasury yield.


NoOn May 24, 2018, the Bank issued US $75 million of Subordinated Lower Tier II capital notes. The notes were issued at par and due on June 1, 2028.  The issuance was by way of a registered offering with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The proceeds of the issue were used, among other, to repay the entire amount of the US $47 million outstanding subordinated notes series 2003-B. The notes issued pay a fixed coupon of 5.25% until June 1, 2023 when they become redeemable in whole at the option of the Bank. The notes were priced at a spread of 2.27% over the 10-year US Treasury yield. The Bank incurred $1.8 million of costs directly related to the issuance of these capital notes. These costs have been capitalized directly against the carrying value of these notes on the balance sheet, and will be amortized over the life of the notes.

NaN interest was capitalisedcapitalized during the years ended December 31, December 2016, 20152019, 2018 and 2014.2017.


In the event the Bank would be in a position to redeem long-term debt, priority would go to the redemption of the higher interest-bearing Series, subject to availability relative to the earliest date the Series is redeemable at the Bank's option.


The following table presents the contractual maturity and interest payments for long-term debt issued by the Bank as at December 31, December 2016.2019. The interest payments are calculated until contractual maturity using the current LIBORLondon Inter-bank Offered Rate ("LIBOR") rates.


       Interest payments until contractual maturity
Long-term debtEarliest date redeemable at the Bank's optionContractual maturity dateInterest rate until date redeemable
Interest rate from earliest date redeemable to contractual maturityPrincipal  Outstanding
Within
 1 year

1 to 5
 years

After
 5 years

Bermuda        
2005 issuance - Series BJuly 2, 2015July 2, 20205.11%3 months US$ LIBOR + 1.695%45,000
1,234


2008 issuance - Series BMay 27, 2018May 27, 20238.44%3 months US$ LIBOR + 4.929%25,000
1,738
4,326

2018 issuanceJune 1, 2023June 1, 20285.25%3 months US$ LIBOR + 2.255%75,000
3,938
14,606
11,085
Total




145,000
6,910
18,932
11,085
Unamortized debt issuance costs    (1,500)   
Long-term debt less unamortized debt issuance costs   143,500
   



F- 50
       Interest payments until contractual maturity
Long-term debtEarliest date redeemable at the Bank's optionContractual maturity dateInterest rate until date redeemable
Interest rate from earliest date redeemable to contractual maturityPrincipal  Outstanding
Within
 1 year

1 to 5
 years

After
 5 years

Bermuda        
2003 issuance - Series B27 May 201327 May 20185.15%3 months US$ LIBOR + 2.000%47,000
1,354
672

2005 issuance - Series B2 July 20152 July 20205.11%3 months US$ LIBOR + 1.695%45,000
1,158
3,184

2008 issuance - Series B27 May 201827 May 20238.44%3 months US$ LIBOR + 4.929%25,000
2,110
6,185
2,188
Total




117,000
4,622
10,041
2,188


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Note 20:21: Earnings per share


Earnings per share have been calculated using the weighted average number of common shares outstanding during the year after deduction of the shares held as treasury stock. The dilutive effect of share-based compensation plans was calculated using the treasury stock method, whereby the proceeds received from the exercise of share-based awards are assumed to be used to repurchase outstanding shares, using the average market price of the Bank’s shares for the year. Numbers of shares are expressed in thousands.


Prior to their conversion into common shares on 31 March 2015, outstanding contingent value convertible preference ("CVCP") shares were classified as participating securities as they were entitled to dividends declared to common shareholders on a 1:1 basis and were therefore included in the basic earnings per share calculation.

During the year ended December 31, December 2016,2019, options to purchase an average of 2.60.2 million (2015: 2.9(December 31, 2018: 0.3 million, 2014: 3.1December 31, 2017: 0.9 million) common shares were outstanding. During the year ended December 31, December 2016,2019, the average number of outstanding awards of unvested common shares was 0.80.9 million (2015: (December 31, 2018: 0.9 million, 2014: 1.0December 31, 2017: 0.9 million). Only awards for which the sum of 1) the expense that will be recognisedrecognized in the future (i.e., the unrecognisedunrecognized expense) and 2) its exercise price, if any, was lower than the average market price of the Bank‘s common shares were considered dilutive and, therefore, included in the computation of diluted earnings per share. An award's unrecognisedunrecognized expense is also considered to be the proceeds the employees would need to pay to purchase accelerated vesting of the awards. For purposes of calculating dilution, such proceeds are assumed to be used by the Bank to buy back common shares at the average market price. The weighted-average number of outstanding awards, net of the assumed weighted-average number of common shares bought back, is included in the number of diluted participating shares.

A warrant, outstanding until the Bank repurchased it in December 2016, to purchase 0.43 million (31 December 2015 and 2014: 0.43 million) common shares issued to the Government of Bermuda in exchange for the Government's guarantee of the preference shares, with an exercise price per share of $34.72 (31 December 2015: $34.72, 31 December 2014: $34.89) was not included in the computation of earnings per share for the years ended 31 December 2016, 2015 and 2014 because the exercise price was greater than the average market price of the Bank‘s common shares.
The Bank of N.T. Butterfield & Son Limited
 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Net income177,075
195,184
153,252
    
Basic Earnings Per Share   
Weighted average number of common shares issued54,338
55,159
54,296
Weighted average number of common shares held as treasury stock(1,166)(213)
Weighted average number of common shares (in thousands)53,172
54,946
54,296

   
Basic Earnings Per Share3.33
3.55
2.82
    
Diluted Earnings Per Share   
Weighted average number of common shares53,172
54,946
54,296
Net dilution impact related to options to purchase common shares118
223
561
Net dilution impact related to awards of unvested common shares369
576
594
Weighted average number of diluted common shares (in thousands)53,659
55,745
55,451

   
Diluted Earnings Per Share3.30
3.50
2.76

Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


 Year Ended
 31 December 2016
31 December 201531 December 2014
      
Net income115,942
77,739
 108,159
 
Less: Preference dividends declared and guarantee fee(15,655)(16,455) (16,546) 
Less: Premium on preference share buyback and redemption(41,913)(28) (96) 
Net income attributable to participating shares58,374
61,256
 91,517
 
Less: Dividend paid on common shares(19,346)(24,708) (27,088) 
Less: Dividend paid on contingent value convertible preference shares
(138) (352) 
Undistributed earnings attributable for participating shares39,028
36,410
 64,077
 
      
Basic Earnings Per ShareCommon shares
Common shares
CVCP
Common shares
 CVCP
Weighted average number of shares issued49,128
49,842
159
54,994
699
Weighted average number of common shares held as treasury stock(506)(1,079) N/A
(934) N/A
Weighted average number of participating shares (in thousands)48,622
48,763
159
54,060
699
      
Allocation of undistributed earnings - Basic39,028
36,292
118
63,259
818
      
Distributed earnings per share0.40
0.50
0.20
0.50
0.50
Undistributed earnings per share0.80
0.75
0.19
1.17
1.17
Basic Earnings Per Share1.20
1.25
0.39
1.67
1.67
      
Diluted Earnings Per ShareCommon shares
Common shares
CVCP
Common shares
 CVCP
Adjusted weighted average number of participating shares outstanding48,622
48,763
159
54,060
699
Net dilution impact related to options to purchase common shares607
472
 N/A
393
 N/A
Net dilution impact related to awards of unvested common shares382
609
 N/A
496
 N/A
Weighted average number of diluted participating shares (in thousands)49,611
49,844
159
54,949
699
      
Allocation of undistributed earnings - Diluted39,028
36,294
116
63,272
805
      
Distributed earnings per share0.40
0.50
0.20
0.50
0.50
Undistributed earnings per share0.78
0.73
0.19
1.15
1.15
Diluted Earnings Per Share1.18
1.23
0.39
1.65
1.65


Note 21:22: Share-based payments


The common shares transferred to employees under all share-based payments are either taken from the Bank's common treasury shares or from newly issued shares. All share-based payments are settled by the ultimate parent company which, pursuant to Bermuda law, is not taxed on income. There are no0 income tax benefits in relation to the issue of such shares as a form of compensation.


In conjunction with the 2010 capital raise, the Board of Directors approved the 2010 Omnibus Plan (the "2010 Plan"). Under the 2010 Plan, 5% of the Bank’s fully diluted common shares, equal to approximately 2.95 million shares, were initially available for grant to certain officers in the form of stock options or unvested shares awards. Both types of awards are detailed below. In 2012 and 2016, the Board of Directors approved an increase to the equivalent number of shares allowed to be granted under the 2010 Plan to respectively 5.0 million and 7.5 million shares.shares, respectively.


Stock Option Awards
1997 Stock Option Plan
Prior to the capital raise on March 2, March 2010, the Bank granted stock options to employees and Directors of the Bank that entitle the holder to purchase one1 common share at a subscription price equal to the market price on the effective date of the grant. Generally, the options granted vest 25 percent at the end of each year for four years, however
as a result of the 2010 capital raise, the options granted under the Bank's 1997 Stock Option Plan to employees became fully vested and options awarded to certain executives were surrendered.


2010 Plan
Under the 2010 Plan, options are awarded to Bank employees and executive management, based on predetermined vesting conditions that entitle the holder to purchase one1 common share at a subscription price usually equal to the price of the most recently traded common share when granted and have a term of 10 years. The subscription price is reduced for all special dividends declared by the Bank. Stock option awards granted under the 2010 Plan vest based on two2 specific types of vesting conditions i.e., time and performance conditions, as detailed below:


Time vesting condition
50% of each option award iswas granted in the form of time vested options and vestsvested 25% on each of the second, third, fourth and fifth anniversaries of the effective grant date.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



In addition to the time vesting conditions noted above, the options will generally vest immediately:
• by reason of the employee’s death or disability,
• upon termination, by the Bank, of the holder’s employment, unless if in relation with the holder’s misconduct, or
• in limited circumstances and specifically approved by the Board, as stipulated in the holder’s employment contract.



F- 51

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


In the event of the employee’s resignation, any unvested portion of the awards shall generally be forfeited and any vested portion of the options shall generally remain exercisable during the 90-day period following the termination date or, if earlier, until the expiration date, and any vested portion of the options not exercised as of the expiration of such period shall be forfeited without any consideration therefore.


Performance vesting condition
50% of each option award iswas granted in the form of performance options and vestswould vest (partially or fully) on a “valuation event” date (date(the date that any of the March 2, March 2010 new investors transfers at least 5% of the total number of common shares or the date that there is a change in control and any of the new investors realisesrealize a predetermined multiple of invested capital (“MOIC”)). On September 21, September 2016, it was determined that a valuation event occurred during which a new investor realisedrealized a MOIC of more than 200% of the original invested capital of $12.09 per share and accordingly, all outstanding unvested performance options vested. Accordingly, as at 31 December 2016 the grant date fair value not yet recognised in expenses of outstanding performance options is nil (31 December 2015: $8.7 million).
Changes in Outstanding Stock Option Plans       
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended December 31, 2019
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year25
189
214
64.51
11.98



Exercised
(30)(30)
11.50


659
Expiration at end of plan life(25)
(25)64.51




Outstanding at end of year
159
159

12.07
0.000.733,958
Vested and exercisable at end of year
159
159

12.07
0.000.73
         
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended December 31, 2018
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year58
476
534
113.46
11.73
   
Exercised
(287)(287)
11.56
  10,172
Forfeitures and cancellations(33)
(33)150.46

   
Outstanding at end of year25
189
214
64.51
11.98
0.201.673,665
Vested and exercisable at end of year25
189
214
64.51
11.98
0.201.67 
         
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended December 31, 2017
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year116
1,950
2,066
132.13
11.57
   
Exercised
(1,474)(1,474)
11.51
  32,333
Forfeitures and cancellations(58)
(58)151.20

   
Outstanding at end of year58
476
534
113.46
11.73
0.632.4811,700
Vested and exercisable at end of year58
476
534
113.46
11.73
0.632.48 

Weighted average fair value of stock options grantedTime vested options
Performance
vested options

Year ended 31 December 2012 (most recent year during which options were granted)$4.20
$4.40
Year ended 31 December 2011$4.10
$4.30

The weighted average fair value of stock options granted in the years ended 31 December 2012 and 2011 was calculated using the Black-Scholes-Merton option-pricing model for the time vested options and a lattice-based binomial option-pricing model for the performance options.
Changes in Outstanding Stock Options        
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended 31 December 2016
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year218
2,608
2,826
135.19
11.60



Exercised
(625)(625)
11.68


8,938
Forfeitures and cancellations(102)(5)(107)138.79
11.50



Resignations, retirements, redundancies
(28)(28)
11.50



Outstanding at end of year116
1,950
2,066
132.13
11.57
1.183.4238,489
Vested and exercisable at end of year116
1,950
2,066
132.13
11.57
1.183.42
         
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended 31 December 2015
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year352
2,678
3,030
130.70
11.70
   
Exercised
(55)(55)
11.50
  393
Forfeitures and cancellations(134)(2)(136)123.30
11.50
   
Resignations, retirements, redundancies
(13)(13)
11.50
   
Outstanding at end of year218
2,608
2,826
135.19
11.60
1.784.6720,594
Vested and exercisable at end of year218
1,242
1,460
135.19
11.60
1.784.94 
         
 Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Year ended 31 December 2014
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total
1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan
2010 Stock
 Option Plan
Outstanding at beginning of year399
2,781
3,180
128.30
11.70
   
Exercised
(103)(103)
11.60
  874
Forfeitures and cancellations(44)
(44)108.60
11.60
   
Expiration at end of plan life(3)
(3)137.60

   
Outstanding at end of year352
2,678
3,030
130.70
11.70
2.385.6622,233
Vested and exercisable at end of year352
868
1,220
130.70
11.70
2.385.65 

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



Share-Based Plans
Recipients of unvested share awards are entitled to the related common shares at no cost, at the time the award vests. Recipients of unvested shares may be entitled to receive additional unvested shares having a value equal to the cash dividends that would have been paid had the unvested shares been issued and vested. Such additional unvested shares granted as dividend equivalents are subject to the same vesting schedule and conditions as the underlying unvested shares.


Unvested shares subject only to the time vesting condition generally vest upon retirement, death, disability or upon termination, by the Bank, of the holder’s employment unless if in connection with the holder’s misconduct. Unvested shares subject to both time vesting and performance vesting conditions remain outstanding and unvested upon retirement and will vest only if the performance conditions are met. Unvested shares can also vest in limited circumstances and if specifically approved by the Board, as stipulated in the holder’s employment contract. In all other circumstances, unvested shares are generally forfeited when employment ends.


The grant date weighted average fair value of unvested share awards granted in the years ended December 31, 2019, 2018 and 2017 was $35.77, $39.25 and $31.13, respectively. The Bank expects to settle these awards by issuing new shares.

Employee Deferred Incentive Plan (“EDIP”)
Under the Bank’s EDIP Plan, shares wereare awarded to Bank employees and executive management based on the time vesting condition, which states that the shares will vest equally over a three-year period from the effective grant date.


Executive Long-Term Incentive Share Plan (“ELTIP”) - Years 2012 and 2011
Under the Bank’s 2012 and 2011 ELTIP, shares were awarded to Bank employees and executive management, based on predetermined vesting conditions. Two types of vesting conditions upon which the shares were awarded comprise the ELTIP: 1) 50% of each share award was granted in the form of time vested shares, generally vesting equally over a three-year period from the effective grant date; and 2) 50% of each share award was granted in the form of performance shares, generally vesting upon the achievement of certain performance targets in the three-year period from the effective grant date.

Executive Long-Term Incentive Share Plan (“ELTIP”)2013 - Years 2016, 2015, 2014 and 20132019
The 20162019 ELTIP was approved on 18 February 2016.January 14, 2019. Under the Bank’s 2016, 2015, 2014 andELTIP plans for the years 2013 ELTIP,through 2019, performance shares as well as time-vested shares were awarded to executive management. TheseThe performance shares will generally vest upon the achievement of certain performance targets in the three-year period from the effective grant date. The time-vested shares will generally vest over the three-year period from the effective grant date.

F- 52

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)

Changes in Outstanding ELTIP and EDIP awards (in thousands of shares transferable upon vesting)  
 Year ended
 31 December 201631 December 201531 December 2014
 EDIP
ELTIP
EDIP
ELTIP
EDIP
ELTIP
Outstanding at beginning of year226
606
265
706
218
644
Granted115
360
175
253
150
255
Vested (fair value in 2016: $7.0 million, 2015: $10.6 million, 2014: $5.5 million)(118)(302)(207)(322)(103)(185)
Resignations, retirements, redundancies(8)(24)(7)(31)
(8)
Outstanding at end of year215
640
226
606
265
706

Changes in Outstanding ELTIP and EDIP awards (in thousands of shares transferable upon vesting)  
 Year ended
 December 31, 2019December 31, 2018December 31, 2017
 EDIP
ELTIP
EDIP
ELTIP
EDIP
ELTIP
Outstanding at beginning of year234
697
244
679
215
640
Granted169
317
130
241
132
236
Vested (fair value in 2019: $18.9 million, 2018: $16.0 million, 2017: $10.2 million)(149)(389)(138)(220)(102)(196)
Forfeitures (resignations, retirements, redundancies)(3)(7)(2)(3)(1)(1)
Outstanding at end of year251
618
234
697
244
679
Share-based Compensation Cost Recognised in Net Income      
 Year ended
 31 December 201631 December 201531 December 2014
 
Stock option
 plans

EDIP and
 ELTIP

Total
Stock option
 plans

EDIP and
 ELTIP

Total
Stock option
 plans

EDIP and
 ELTIP

Total
Cost recognised in net income8,697
5,375
14,072
521
7,182
7,703
1,915
6,954
8,869

Share-based Compensation Cost Recognized in Net Income  
 Year ended
 December 31, 2019December 31, 2018
December 31, 2017
 
EDIP and
 ELTIP

EDIP and
 ELTIP

EDIP and
 ELTIP

Cost recognized in net income17,459
11,664
8,110

Unrecognised Share-based Compensation Cost31 December 2016
31 December 2015
2010 Stock Option Plan  
Time vesting options
8
Performance vesting options
8,689
   
EDIP2,040
2,098
   
ELTIP  
Time vesting shares2,988
21
Performance vesting shares3,802
3,432
Total unrecognised expense8,830
14,248
Unrecognized Share-based Compensation CostDecember 31, 2019December 31, 2018
 Unrecognized costWeighted average years over which it is expected to be recognizedUnrecognized costWeighted average years over which it is expected to be recognized
EDIP4,744
1.714,442
1.73
     
ELTIP    
Time vesting shares121
0.481,746
1.03
Performance vesting shares9,765
1.807,880
1.85
Total unrecognized expense14,630
 14,068
 



Note 22:23: Share buy-back plans


The Bank initially introduced two2 share buy-back programmesprograms on May 1, May 2012 as a means to improve shareholder liquidity and facilitate growth in share value. Each programmeprogram was approved by the Board of Directors for a period of 12 months, in accordance with the regulations of the BSX. The BSX must be advised monthly of shares purchased pursuant to each programme.program.


From time to time the Bank's associates, insiders and insiders' associates as defined by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to each programme,program, provided no more than any such person's pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase programmeprogram must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities.

Common Share Buy-Back Program
On February 15, 2018, the Board approved, with effect on April 1, 2018, the 2018 common share buy-back program, authorizing the purchase for treasury of up to 1.0 million common shares.

On December 6, 2018, the Board approved, with effect from December 10, 2018 to February 29, 2020, a common share buy-back program, authorizing the purchase for treasury of up to 2.5 million common shares.

On December 2, 2019, the Board approved a new $125 million common share repurchase program, authorizing the purchase for treasury of up to 3.5 million common shares through to February 28, 2021. The new program came into effect on December 20, 2019 following the completion of the previous program.

In the year ended December 31, 2019, the Bank retired 2,928,788 shares which were previously held as Treasury Shares resulting from these buybacks.
  Year ended December 31 
Common share buy-backs 2019
2018
2017
2016
2015
Total
Acquired number of shares (to the nearest 1) 2,293,788
1,254,212

97,053
250,371
3,895,424
Average cost per common share 35.55
38.62

16.36
19.42
35.02
Total cost (in US dollars) 81,534,076
48,442,768

1,588,189
4,862,248
136,427,281






F- 53

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




last independent trade for a round lot of the relevant class of securities. See Note 24: Capital structure, in which certain large one-time share buy-back transactions are described.

Common Share Buy-Back Programme
Effective 1 April 2014, the Board approved, the 2014 common share buy-back programme authorising the purchase for treasury of up to 1.5 million common shares.

On 26 February 2015, the Board approved, with effect from 1 April 2015, the 2015 common share buy-back programme, authorising the purchase for treasury of up to 0.8 million common shares.

On 19 February 2016, the Board approved, with effect from 1 April 2016, the 2016 common share buy-back programme, authorising the purchase for treasury of up to 0.8 million common shares.
  Year ended 31 December 
Common share buy-backs 2016
2015
2014
2013
2012
Total
Acquired number of shares (to the nearest 1) 97,053
250,371
856,734
403,848
726,005
2,334,011
Average cost per common share 16.36
19.42
19.86
13.89
12.40
16.31
Total cost (in US dollars) 1,588,189
4,862,248
17,018,412
5,610,907
8,999,061
38,078,817

Preference Share Buy-Back Programme
On 28 April 2014, the Board approved the 2014 preference share buy-back programme, authorising the purchase for cancellation of up to 26,000 preference shares.

On 26 February 2015, the Board approved, with effect from 5 May 2015, the 2015 preference share buy-back programme, authorising the purchase for cancellation of up to 5,000 preference shares.
  Year ended 31 December 
Preference share buy-backs 2016
2015
2014
2013
2012
Total
Acquired number of shares (to the nearest 1) 
183
560
11,972
4,422
17,137
Average cost per preference share 
1,151.55
1,172.26
1,230.26
1,218.40
1,224.46
Total cost (in US dollars) 
210,734
656,465
14,728,624
5,387,777
20,983,600

Note 23: Accumulated other comprehensive loss
 Unrealized (losses)
on translation of
net investment in
foreign
operations

HTM
 investments

Unrealized
gains (losses)
on AFS
investments

Employee benefit plans 
Year ended December 31, 2019Pension
Post-retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(19,866)(796)(43,630)(64,892)(19,343)(84,235)(148,527)
Other comprehensive income (loss), net of taxes(952)71
55,438
(1,420)8,293
6,873
61,430
Balance at end of year(20,818)(725)11,808
(66,312)(11,050)(77,362)(87,097)
        
 Unrealized (losses)
on translation of
net investment in
foreign
operations

HTM
 investments

Unrealized
gains (losses)
on AFS
investments

Employee benefit plans 
Year ended December 31, 2018Pension
Post- retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(17,549)(839)(15,737)(61,341)(33,586)(94,927)(129,052)
Other comprehensive income (loss), net of taxes(2,317)43
(27,893)(3,551)14,243
10,692
(19,475)
Balance at end of year(19,866)(796)(43,630)(64,892)(19,343)(84,235)(148,527)
        
 Unrealized (losses)
on translation of
net investment in
foreign
operations

HTM
 investments

Unrealized
gains (losses)
on AFS
investments

Employee benefit plans 
Year ended December 31, 2017Pension
Post- retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(20,152)(979)(22,680)(63,232)(37,637)(100,869)(144,680)
Other comprehensive income (loss), net of taxes2,603
140
6,943
1,891
4,051
5,942
15,628
Balance at end of year(17,549)(839)(15,737)(61,341)(33,586)(94,927)(129,052)


F- 54
 
Unrealised (losses)
 on translation of
 net investment in
 foreign
 operations

HTM
 investments

Unrealised
 gains (losses)
 on AFS
 investments

Employee benefit plans 
31 December 2016Pension
Post-retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(13,645)(2,350)(57)(46,331)(28,114)(74,445)(90,497)
Transfer of AFS investments to HTM investments
1,442
(1,442)



Other comprehensive income (loss), net of taxes(6,507)(71)(21,181)(16,901)(9,523)(26,424)(54,183)
Balance at end of year(20,152)(979)(22,680)(63,232)(37,637)(100,869)(144,680)
        
 
Unrealised (losses)
 on translation of
 net investment in
 foreign
 operations

HTM
 investments

Unrealised
 gains (losses)
 on AFS
 investments

Employee benefit plans 
31 December 2015Pension
Post- retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(10,506)
9,021
(53,169)(22,866)(76,035)(77,520)
Transfer of AFS investments to HTM investments
(2,715)2,715




Other comprehensive income (loss), net of taxes(3,139)365
(11,793)6,838
(5,248)1,590
(12,977)
Balance at end of year(13,645)(2,350)(57)(46,331)(28,114)(74,445)(90,497)
        
 
Unrealised (losses)
 on translation of
 net investment in
 foreign
 operations

HTM
 investments

Unrealised
 gains (losses)
 on AFS
 investments

Employee benefit plans 
31 December 2014Pension
Post- retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL
Balance at beginning of year(7,632)
(31,064)(35,616)6,724
(28,892)(67,588)
Other comprehensive income (loss), net of taxes(2,874)
40,085
(17,553)(29,590)(47,143)(9,932)
Balance at end of year(10,506)
9,021
(53,169)(22,866)(76,035)(77,520)

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Net Change of AOCL Components   Year ended
  Line item in the consolidated statements of operations, if any December 31, 2019
December 31, 2018
December 31, 2017
Net unrealized gains (losses) on translation of net investment in foreign operations adjustments      
Foreign currency translation adjustments N/A 16,200
(13,764)12,568
Gains (loss) on net investment hedge N/A (17,152)11,447
(9,965)
Net change   (952)(2,317)2,603
       
Held-to-maturity investment adjustments      
Amortization of net gains (losses) to net income Interest income on investments 71
43
140
Net change   71
43
140
       
Available-for-sale investment adjustments      
Gross unrealized gains (losses) N/A 57,062
(26,793)11,129
Transfer of realized (gains) losses to net income Net realized gains (losses) on AFS investments (1,624)(1,100)(4,186)
Net change   55,438
(27,893)6,943
       
Employee benefit plans adjustments      
Defined benefit pension plan      
Net actuarial gain (loss) N/A (3,472)(7,541)1,472
Net loss (gain) on settlement reclassified to net income Net other gains (losses) 
1,554

Prior service credit (cost) arising during the year N/A 
(212)
Amortization of net actuarial (gains) losses Non-service employee benefits expense 2,407
2,106
2,247
Change in deferred taxes N/A 149
(298)(595)
Amortization of prior service (credit) cost Non-service employee benefits expense 19


Foreign currency translation adjustments of related balances N/A (523)840
(1,233)
Net change   (1,420)(3,551)1,891
       
Post-retirement healthcare plan      
Net actuarial gain (loss) N/A 10,014
11,589
1,296
Prior service cost N/A (2,369)

Amortization of net actuarial (gains) losses Non-service employee benefits expense 272
2,615
3,514
Amortization of prior service (credit) cost Non-service employee benefits expense 376
39
(759)
Net change   8,293
14,243
4,051
       
Other comprehensive income (loss), net of taxes   61,430
(19,475)15,628

Net Change of AOCL Components   Year ended
  Line item in the consolidated statements of operations, if any 31 December 2016
31 December 2015
31 December 2014
Net unrealised gains (losses) on translation
  of net investment in foreign operations adjustments
      
Foreign currency translation adjustments N/A (25,691)(9,723)(10,574)
Gains (loss) on net investment hedge N/A 19,184
6,584
7,700
Net change   (6,507)(3,139)(2,874)
       
Held-to-maturity investment adjustments      
Net unamortised gains (losses) transferred from AFS N/A 1,442
(2,715)
Amortisation of net gains (losses) to net income Interest income on investments (71)378

Foreign currency translation adjustments of related balances N/A 
(13)
Net change   1,371
(2,350)
       
Available-for-sale investment adjustments      
Gross unrealised gains (losses) N/A (19,635)(16,337)48,703
Net unrealised (gains) losses transferred to HTM N/A (1,442)2,715

Transfer of realised (gains) losses to net income Net realised gains (losses) on AFS investments (1,546)4,407
(8,680)
Foreign currency translation adjustments of related balances N/A 
137
62
Net change   (22,623)(9,078)40,085
       
Employee benefit plans adjustments      
Defined benefit pension plan      
Net actuarial gain (loss) N/A (19,956)5,096
(18,947)
Amortisation of actuarial losses Salaries and other employee benefits 1,702
1,703
1,058
Change in deferred taxes N/A 1,315
(391)83
Foreign currency translation adjustments of related balances N/A 38
430
253
Net change   (16,901)6,838
(17,553)
       
Post-retirement healthcare plan      
Net actuarial (loss) N/A (5,911)(2,252)(15,892)
Prior service cost N/A 

(7,901)
Amortisation of net actuarial losses Salaries and other employee benefits 2,731
3,347
922
Amortisation of prior service credit Salaries and other employee benefits (6,343)(6,343)(6,719)
Net change   (9,523)(5,248)(29,590)
       
Other comprehensive income (loss), net of taxes   (54,183)(12,977)(9,932)


Note 24:25: Capital structure


AuthorisedAuthorized Capital
On September 16, September 2016, the Bank began trading on the New York Stock Exchange under the ticker symbol "NTB". The offering of 12,234,042 common shares consisted of 5,957,447 newly issued common shares sold by Butterfield and 6,276,595 common shares sold by certain selling shareholders, including 1,595,744 common shares sold by certain of the selling shareholders pursuant to the underwriters’ option to purchase additional shares, which was exercised in full prior to the closing.


On July 25, July 2016, the Bank’s board of directors approved a consolidation of the existing common shares on the basis of a 10 to 1 ratio, subject to shareholder approval. As a result of this consolidation, effective September 6, September 2016 upon shareholder approval, every 10 common shares of par value BM$0.01 were consolidated into 1 common share of par value BM$0.10 (the “Share Consolidation”).


In addition, as ofat September 6, September 2016, the par value of each issued common share and each authorisedauthorized but unissued common share was reduced from BM$0.10 to BM$0.01 and the authorisedauthorized share capital of the Bank was correspondingly reduced from 2,000,000,000 common shares of par value BM$0.10 each, 6,000,000,000 non‑voting ordinary shares of par value BM$0.01 each, 110,200,001 preference shares of par value US$0.01 each and 50,000,000 preference shares of par value £0.01 each to 2,000,000,000 common shares of par value BM$0.01 each, 6,000,000,000 non‑voting ordinary shares of par value BM$0.01 each, 110,200,001 preference shares of par value US$0.01 each and 50,000,000 preference shares of par value £0.01 each, without any payment by the Bank to the holders of the voting ordinary shares in respect thereof (the “Reduction in Par Value” and together with the Share Consolidation, the “Reverse Share Split”).

Immediately following the Reduction in Par Value, the Bank repurchased any and all fractions of common shares issued and outstanding following the Reduction in Par Value, from the holders thereof. All share, share‑based payments and dividend information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the decreased number of shares resulting from this action.
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)



Prior to the Reverse Share Split, the Bank’s total authorisedauthorized share capital consisted of (i) 20 billion common shares of par value BM$0.01, (ii) 6 billion non‑voting ordinary shares of par value BM$0.01; (iii) 110,200,001 preference shares of par value US$0.01 and (iv) 50 million preference shares of par value £0.01.


On 30 April 2015, Butterfield repurchased and cancelled 8,000,000 shares held by CIBC for $15.00 per share, for a total of $120 million. The remaining CIBC shareholding in Butterfield (representing 2,343,423 shares) was taken up by Carlyle Global Financial Services, L.P. at $15.00 per share and subsequently sold to other investors.

F- 55

On 13 August 2015, Butterfield repurchased and cancelled 400,000 shares held by two shareholders for $14.90 per share, for a total of $5.96 million.

Preference Shares
On 22 June 2009, the Bank issued 200,000 Government guaranteed, 8.00% non-cumulative perpetual limited voting preference shares (the “preference shares”). The issuance price was US$1,000 per share. The preference share buy-backs are disclosed in Note 22: Share Buy-Back Plans.

The preference share principal and dividend payments are guaranteed by the GovernmentBank of Bermuda. At any time after the expiry of the guarantee offered by the Government of Bermuda, and subjectN.T. Butterfield & Son Limited
Notes to the approval of the BMA, the Bank would have been able to redeem, in whole or in part, any preference shares at the time issued and outstanding, at a redemption price equal to the liquidation preference plus any unpaid dividends at the time.Consolidated Financial Statements (continued)

Holders of preference shares were entitled to receive, on each preference share only when, as and if declared by the Board of Directors, non-cumulative cash dividends at a rate per annum equal to 8.00% on the liquidation preference(In thousands of US $1,000 per preference share payable quarterly in arrears. In exchange for the Government's commitment, the Bank issued to the Government a warrant that, upon issuance, allowed the purchase of 427,960 common shares of the Bank at an exercise price of $70.10 per share. The warrant which, after adjustments in accordance with anti-dilution terms allowed for the purchase of 432,028 shares with an exercise price of $34.72 per share was repurchased and cancelled by the Bank in December 2016.dollars, unless otherwise stated)


On 15 December 2016, the Bank effected a mandatory redemption of its preference shares by paying a make-whole redemption payment (the "make-whole redemption price") of USD $1,180.00 per preference share to preference shareholders of record as at 1 December 2016. The make-whole redemption price comprises the sum of the dividend per preference share for the current quarter, the $1,000 liquidation preference per preference share, discounted for present value, and the present value of future dividend payments through 22 June 2019. Following the payment of the make-whole redemption price, all issued and outstanding preference shares were redeemed, cancelled and reverted to authorised but unissued preference shares of the Bank. The preference shares were also delisted from both the BSX and the Luxembourg Stock Exchange.

On 11 May 2010, the Bank’s Rights offering was over subscribed with the maximum allowable number of rights of 10,743,801 exercised and subsequently converted on the ratio of 0.07692 CVCP shares for each right unit exercised amounting to 826,415 CVCP shares issued. The CVCP shares have specific rights and conditions attached, which are explained in detail in the prospectus of the rights offering. On 31 March 2015, all remaining CVCP shares were converted to common shares at a ratio of 1:1.

Dividends Declared
During the year ended December 31, December 2016,2019, the Bank paiddeclared cash dividends of $0.40 (31$1.76 (December 31, 2018: $1.52, December 2015: $0.50, 31, December 2014: $0.50)2017: $1.28) for each common share and CVCP share on record (CVCP shares were all converted to common shares on 31 March 2015) as of the related record dates. Subsequent to year-end,On February 12, 2020, the BankBoard of Directors declared a fourthan interim dividend of $0.32$0.44 per common share to be paid on March 11, 2020 to shareholders of record on 13 March 2017. During the years ended 31 December 2016, 2015, and 2014, the Bank declared the full 8.00% cash dividends on preference shares in each quarter.February 26, 2020.


The Bank is required to comply with Section 54 of the Companies Act 1981 issued by the Government of Bermuda (the “Companies Act”) each time a dividend is declared or paid by the Bank and also obtain prior written approvala letter of no objection from the BMA pursuant to the Banks and Deposit Companies Act 1999 for any dividends declared. The Bank has complied with Section 54 and has obtained BMA approvalBMA's letter of no objection for all dividends declared during the periods under review.presented.


Regulatory Capital
Effective January 1, January 2016, the Bank’s regulatory capital is determined in accordance with current Basel III guidelines as issued by the BMA. Basel III adopts CET1Common Equity Tier 1 ("CET1") as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio regime, which is calculated by dividing Tier 1 capital by an exposure measure. The exposure measureLeverage Ratio Exposure Measure consists of total assets (excluding items deducted from Tier 1 capital) and certain off-balance sheet items converted into credit exposure equivalents as well as adjustments for derivatives to reflect credit risk and other risks. Prior to 1 January 2016, the Bank’s regulatory capital was determined in accordance with Basel II guidelines as issued by the BMA.


The Bank is fully compliant with all regulatory capital requirements to which it is subject, and it maintains capital ratios in excess of regulatory minimums as at December 31, December 20162019 and 31 December 2015.2018. The following table sets forth the Bank's capital adequacy in accordance with the Basel III framework as at 31 December 2016 and the Basel II framework as at 31 December 2015:framework:
The Bank of N.T. Butterfield & Son Limited
 December 31, 2019December 31, 2018
 Actual
Regulatory minimum
Actual
Regulatory minimum
Capital    
CET 1 capital848,821
N/A
846,043
N/A
Tier 1 capital848,821
N/A
846,043
N/A
Tier 2 capital103,243
N/A
121,521
N/A
Total capital952,064
N/A
967,564
N/A
     
Risk Weighted Assets4,897,851
N/A
4,321,354
N/A
     
Leverage Ratio Exposure Measure14,377,474
N/A
11,139,677
N/A
     
Capital Ratios (%)    
CET 1 capital17.3%10.0%19.6%9.4%
Tier 1 capital17.3%11.5%19.6%10.9%
Total capital19.4%16.3%22.4%15.6%
Leverage ratio5.9%5.0%7.6%5.0%

Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


 31 December 2016 (Basel III)31 December 2015 (Basel II)
 Actual
Regulatory minimum
Actual
Regulatory minimum
Capital    
Tier 1 capital666,847
N/A
699,278
N/A
Common Equity Tier 1666,847
N/A
N/A
N/A
Tier 2 capital102,709
N/A
119,164
N/A
Total capital769,556
N/A
818,442
N/A
     
Risk Weighted Assets4,365,440
N/A
4,304,074
N/A
     
Capital Ratios (%)    
Common Equity Tier 115.3%8.1% N/A
N/A
Total Tier 115.3%9.6%16.2%4.0%
Total Capital17.6%15.3%19.0%14.5%
Leverage ratio5.8%5.0%N/A
N/A


Note 25:26: Income taxes


The Bank is incorporated in Bermuda, and pursuant to Bermuda law is not taxed on either income or capital gains. The Bank’s subsidiaries in the Cayman Islands and The Bahamas are not subject to any taxes in their respective jurisdictions on either income or capital gains under current law applicable in the respective jurisdictions. The Bank’s subsidiaries in Canada, the United Kingdom, Guernsey, Jersey, Switzerland, Singapore and SwitzerlandMauritius are subject to the tax laws of those jurisdictions.


For the years ended December 31, December 2016, 2015,2019, 2018, and 2014,2017, the Bank did not record any unrecognisedunrecognized tax benefits or expenses and has no uncertain tax positions as at December 31, December 2016, 2015,2019, 2018, and 2014.2017.


The Bank records income taxes based on the enacted tax laws and rates applicable in the relevant jurisdictions for the years ended December 31, December 2016, 2015,2019, 2018, and 2014.2017. For the years ended December 31, December 2016, 2015,2019, 2018, and 2014,2017, the Bank did not incur any interest or pay any penalties.
 Year ended
Income taxes in consolidated statements of operationsDecember 31, 2019
December 31, 2018
December 31, 2017
   Current tax expense1,860
721
856
   Deferred tax (recovery) expense(3,231)563
231
Total tax (benefit) expense(1,371)1,284
1,087



F- 56
 Year ended
Income taxes in consolidated statements of operations31 December 2016
31 December 2015
31 December 2014
   Current tax expense (benefit)727
819
(169)
   Deferred tax expense
457

Total tax expense (benefit)727
1,276
(169)


The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Reconciliation between the Effective Income Tax Rate and the Statutory Income Tax Rate
 Year ended
 December 31, 2019December 31, 2018December 31, 2017
 $
%
$
%
$
%
Income tax expense in international offices taxed at different rates695
0.4 %876
0.4%232
0.2%
Prior year tax adjustments160
0.1 %(79)%(55)%
Change in valuation allowance(2,429)(1.4)%432
0.2%597
0.4%
Other - net203
0.1 %55
%313
0.2%
Income tax (benefit) expense at effective tax rate(1,371)(0.8)%1,284
0.7%1,087
0.7%
 Year ended
 31 December 201631 December 201531 December 2014
 $
%
$
%
$
%
Income tax expense at Bermuda corporation tax rate of 0%
 %
 %
 %
Income tax expense in international offices taxed at different rates(2,104)(2)%(904)(1)%1,501
2 %
Change in valuation allowance87
 %466
1 %(1,429)(2)%
Prior year tax adjustments(71) %80
 %(956)(1)%
Tax loss carried forward
 %
 %
 %
Other - net2,815
3 %1,634
2 %715
1 %
Income tax expense (benefit) at effective tax rate727
1 %1,276
2 %(169) %



Deferred income taxesDecember 31, 2019
December 31, 2018
Deferred income tax asset  
   Tax loss carried forward8,427
6,261
   Pension liability968
789
   Fixed assets(691)(746)
   Allowance for compensated absence15
14
Deferred income tax asset before valuation allowance8,719
6,318
Less: valuation allowance(4,839)(5,955)
Net deferred income tax assets3,880
363

  
Deferred income tax liability  
   Other(14)(5)
Net deferred income tax assets3,866
358

Deferred income taxes31 December 2016
31 December 2015
Deferred income tax asset  
   Tax loss carried forward5,770
2,540
   Pension liability1,594
365
   Fixed assets11
741
   Allowance for compensated absence8
9
   Onerous leases9
11
Deferred income tax asset before valuation allowance7,392
3,666
Less: valuation allowance(5,638)(3,105)
Net deferred income tax assets1,754
561
   
Deferred income tax liability  
   Other

Net deferred income tax asset1,754
561


Management assesses the available positive and negative evidence to estimateevaluate if sufficient future taxable income will be generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred in the UK segment over the years ended 31 December 2016 and 2015. Such objective evidence limits the ability to consider other subjective evidence such as projections for future growth.

On the basis of this evaluation, as ofat December 31, December 2016,2019, a valuation allowance of $5.6$4.8 million (31 December 2015: $3.1(December 31, 2018: $6.0 million) has been recognisedrecognized to record only the portion of the deferred tax asset that more likely than not will be realised.realized. The amount of the deferred tax asset considered realisable,realizable, however, could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased,change, or if objective negative evidencethere are changes in the form of cumulative losses is no longer presentavailable positive and additional weight may be given to subjective evidence such as our projections for growth. This valuation allowance relates specifically to our UK segment.negative evidence.


The Bank has net taxable loss carry forwards related to the Bank’s international operations of approximately $28.2$48.1 million (31 December 2015: $13.6(December 31, 2018: $34.4 million), which. Of these losses available to carry forward, $45.6 million (December 31, 2018: $34.4 million) have an indefinite life.


Note 26:27: Business combinations


BermudaDeutsche Bank’s Global Trust Company Limited and the Private Banking Investment Management of Operations of HSBC Bank Bermuda LimitedSolutions Acquisition
On March 29, April 2016,2018, the Bank concluded the acquisition of Deutsche Bank’s Global Trust Solutions (“GTS”) business, excluding its US operations, for net cash payments of $24.7 million (composed of an initial cash payment of $30.2 million followed by a refund of $5.5 million on May 29, 2018). The refund was received based upon the movement in the number of clients in the GTS portfolio between the time the acquisition was agreed upon and two of its subsidiaries, Butterfield Trust (Bermuda) Limited ("BTBL") and Butterfield Asset Management Limited ("BAM"), acquired for a total purchase price of $22.0 million: 1) all outstanding shares of Bermuda Trust Company Limited ("BTCL", a wholly–owned subsidiary of HSBC Bank Bermuda Limited ("HSBCBB")), 2) certain assetsthe conclusion of the acquisition, together with an adjustment based upon the net asset management services operations of HSBCBB and 3) certain assetsvalues of the companies transferred. Butterfield has taken over the ongoing management and administration of the GTS portfolio, comprising approximately 1,000 trust structures for some 900 private banking services operations of HSBCBB.clients. Butterfield has also offered positions to all employees who are fully dedicated to GTS in the Cayman Islands, Guernsey, Switzerland, Singapore and Mauritius. The acquisition is in line with the Bank's growth strategy of developing core businesses in existing markets and was undertaken to add scaleenhance the Bank's market presence in the global trust service market.

The Bank incurred transaction expenses related to this acquisition in the amount of $3.8 million, of which $1.9 million were expensed during the year ended December 31, 2018 (including $1.0 million of legal and professional fees) and $1.9 million were expensed during the year ended December 31, 2017 (including $1.6 million of legal and professional fees).

For the year ended December 31, 2018, the amount of revenues and net deficit relating to the Bank capacity in these market segments whereacquired GTS operations that were not inextricably merged into the Bank had already a significant presenceBank’s operations were $6.5 million and a long history.$2.9 million respectively.


The acquisition date fair value of consideration transferred amounted to $22.0 million comprising cash settlement of $7.0 million paid on 29 April 2016, a second payment of $2.1 million made on 6 May 2016, and contingent considerations payable in the second half of 2016 and evaluated at $12.4 million. The contingent considerations were dependent on the trust and asset management clients retention by Butterfield before the end of the contingency period in September 2016 and the amount paid was $12.4 million.

The fair value of the net assets acquired consist mainly of: customer relationships intangible assets, goodwill and allocationaccounts receivable. The liabilities assumed consist mainly of purchasedeferred revenues and accounts payable. Goodwill is summarisedmade up of expected cash flows to be derived from new business and expected synergies resulting from leveraging existing support services and infrastructure within the Bank. The goodwill arising from the acquisition was allocated to reportable segments as follows:per Note 9: Goodwill and other intangible assets.

F- 57

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




 As at March 29, 2018
29 April 2016

Total consideration transferred21,77824,680



Assets acquired
Cash due from banks3,958
Intangible assets (estimated useful life of 15 years)16,932
Other assets4,548
Total assets acquired25,438


Liabilities acquired (included in Other liabilities on the balance sheet)4,626


Excess purchase price (Goodwill)3,868


Disclosure of the unaudited pro forma financial information to present a summary of the combined results of the Bank and GTS acquisition is impracticable for the year ended December 31, 2018. The disclosure is impracticable as the Bank does not have access to the complete historical revenue and expense data as it relates to GTS for the period preceding the acquisition.

Asset Acquisition
On February 15, 2018, the Bank announced that it had entered into an agreement to acquire Deutsche Bank's banking and custody business in the Cayman Islands, Guernsey and Jersey. During the year ended December 31, 2018, the Bank began to onboard certain customer deposits relating to the acquisition, and this activity was completed in the first half of 2019.

ABN AMRO (Channel Islands) Limited Acquisition
On April 25, 2019, the Bank announced that it entered into an agreement to acquire all the outstanding shares of ABN AMRO (Channel Islands) Limited (“ABN AMRO Channel Islands”), the Channel Islands-based banking subsidiary of ABN AMRO Bank N.V. via one of the Bank's subsidiaries, Butterfield Bank (Guernsey) Limited. ABN AMRO Channel Islands offers banking, investment management and custody products to three distinct client groups, including trusts, private clients, and funds.

This agreement is part of the Bank's strategy to grow through acquisitions in offshore markets where the Bank already has scale and expertise in order to create an organization with a widened and diversified offering.

On July 15, 2019, the transaction completed as planned and the aggregate purchase price of £160.7 million ($201.1 million) was paid in cash. During 2020, it is expected that ABN AMRO Channel Islands' business and employees will be integrated with the existing Butterfield Guernsey operations and operate under the Butterfield name. In addition to the figures noted below, on July 15, 2019, ABN AMRO Channel Islands had estimated clients' assets under management and custody of $4.7 billion.

The fair value of the net assets acquired and allocation of purchase price is summarized as follows:
As at July 15, 2019
Total consideration transferred201,107
  
Assets acquired 
Cash due from banks3,016,859
Loans654,503
Intangible assets - Customer relationships21,44324,371

Other assets3,34531,674

Total assets acquired24,7883,727,407

  
Liabilities acquiredassumed3,010
Deposits
(3,493,239
)
Other liabilities(33,061)
Total liabilities assumed(3,526,300)
  
Excess purchase price (goodwill)(Goodwill)




The purchase price paid by the Bank was for BTCL's net tangible value as well asacquired customer relationships intangible assets of $21.4 million in the form of customer relationships in all three segments withhave an estimated finite useful life of 15 years.


The Bank incurred legal and professional transaction expenses related to this acquisition in the amount of $4.3$5.4 million all of which $3.3 million were incurred and expensed during the year ended December 31, December 2016 (including $0.7 million of legal and professional fees) and $1.0 million were expensed during the year ended 31 December 2015 (including $1.0 million of legal and professional fees).2019.


For the year endedperiod beginning on July 15, 2019 (i.e. acquisition date) to December 31, December 2016,2019, the amount of revenues and earnings relating to the acquired HSBC BermudaABN AMRO Channel Islands operations that arewere not inextricably merged into the Bank’s operations are $9.8were $13.7 million and $5.0a net income of $1.5 million respectively.


F- 58

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


The following selected unaudited pro forma financial information has been provided to present a summary of the combined results of the Bank and the acquired ABN AMRO Channel Islands operations, from HSBC Bermuda, assuming the transaction had been effected on January 1, January 2014.2018. The unaudited pro forma data is for informational purposes only and does not necessarily represent results that would have occurred if the transaction had taken place on the basis assumed above. The pro forma havefinancial information has been prepared based on the actual results realisedrealized by ABN AMRO Channel Islands from January 1, 2017 to July 15, 2019, and results estimated at the Bank from operating the acquired activities, when such activities where not yet inextricably merged into the Bank's operations.time of acquisition.
  Year ended
Unaudited pro forma financial information December 31, 2019
December 31, 2018
Total net revenue 555,341
563,786
Total non-interest operating (expense) (372,796)(351,320)
Pro forma net income post business combination 182,545
212,466

 Year ended
Unaudited pro forma financial information31 December 2016
31 December 2015
31 December 2014
Total net revenue407,453
378,915
395,612
Total non-interest operating expense289,019
293,700
279,977
Pro forma net income post business combination118,434
85,215
115,635


Note 27:28: Related party transactions


Financing Transactions
As of 17 May 2005, the Bank established a programme to offer loans with preferential rates to eligible Bank employees, subject to certain conditions set by the Bank and provided that such employees meet certain credit criteria. Loan payments are serviced by automatically debiting the employee’s chequing or savings account with the Bank. Applications for loans are handled according to the same policies as those for the Bank's retail banking clients. The Bank's ability to offer preferential rates on loans depends upon a number of factors, including market conditions, regulations and the Bank's overall profitability. The Bank has the right to change its employee loan policy at any time after notifying participants.

The non-executive employee loans outstanding at 31 December 2016 amount to $123.2 million (31 December 2015: $204.3 million) resulting in an interest rate benefit to non-executive employees of $3.7 million (31 December 2015: $5.3 million, 31 December 2014: $6.2 million).

Certain directors and executives of the Bank, companies in which they are principal owners and/or members of the board, and trusts in which they are involved, have loans and deposits with the Bank. Loans to directors were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements. Loans to executives may be eligible tofor preferential rates as described in the preceding paragraph. As at 31 December 2016, related party director and executive loan balances were $12.1 million (31 December 2015: $63.9 million). During the year ended 31 December 2016, new issuance of loans and change in directorships to directors and executives were $27.6 million and repayments and change in directorships were $25.1 million (year ended 31 December 2015: $17.5 and $17.4 million respectively, year ended 31 December 2014: $18.4 and $25.2 million respectively). Also, during the year ended 31 December 2016, a director resigned from the Board resulting in $54.3 million in loans being reclassified out of related party loans.rates. All of these loans were considered performing loans as at December 31, 2019 and December 201631, 2018. Loan balances with directors and 31 December 2015.

On 27 June 2013,executives of the Bank, executed a $95 million loan agreementcompanies in which they are principal owners and/or members of the board, and trusts in which they are involved were as follows:
Balance at December 31, 201730,575
Loans issued during the year77,269
Loan repayments and the effect of changes in the composition of related parties(10,649)
Balance at December 31, 201897,195
Loans issued during the year45,602
Loan repayments and the effect of changes in the composition of related parties(104,156)
Balance at December 31, 201938,641
Consolidated balance sheets December 31, 2019
December 31, 2018
Deposits 12,838
17,232
    
 Year ended December 31
Consolidated statement of operations201920182017
Interest and fees on loans1,887
4,533
1,100


Certain affiliates of the Bank have loans and deposits with an investment fund managed by a significant shareholderthe Bank which provides for maturity on 30 June 2017. This loan waswere made and are maintained in the ordinary course of business on normal commercial terms. At 31 December 2016 and 31 December 2015, nil was outstanding under this agreement. For the year ended 31 December 2016, nil (31 December 2015: $1.0 million, 31 December 2014: $2.7 million) of interest income has been recognised in the consolidated statements of operations in relationBalances with this agreement.these parties were as follows:

Consolidated balance sheets
December 31, 2019
December 31, 2018
Loans
9,888
10,180
Deposits
342
352





Year ended December 31
Consolidated statement of operations201920182017
Interest and fees on loans677
635
647
Total non-interest expense1,717
1,769
1,939


Capital Transaction
InvestmentsUp to February 28, 2017, investment partnerships associated with The Carlyle Group holdheld approximately 14% of the Bank's equity voting power along with the right to designate two2 persons for nomination for election by the shareholders as members of the Bank’s Board of Directors. Prior to 30 April 2015, Canadian ImperialOn February 28, 2017, as a result of a secondary public offering, the Carlyle Group sold their holdings in the Bank, of Commerce ("CIBC”) held approximately 19%and as a result, the investment agreement between the Bank and the Carlyle Group was terminated.

Investments
The Bank holds seed investments in several Butterfield mutual funds, which are managed by a wholly-owned subsidiary of the Bank'sBank. These investments are included in equity voting power. On 30 April 2015, the Bank completed the transaction with CIBC to repurchase for cancellation approximately 77% of CIBC's shares for $15.00 per share, or a total of $120 million, representing 8,000,000 common shares. The remaining 23% of CIBC's shareholding in Butterfield (representing 2.3 million shares) were acquired by Carlyle Global Financial Services, L.P.securities at their fair value and subsequently sold to other investors.are as follows:

Consolidated balance sheets December 31, 2019
December 31, 2018
Equity securities   
  Fair value 7,142
6,176
  Unrealized gain 2,142
1,176



F- 59

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements
(In thousands of US dollars, unless otherwise stated)





Financial Transactions With Related Parties
The Bank holds seed investments inAs at December 31, 2019, several Butterfield mutual funds which are managed by a wholly-ownedwholly owned subsidiary of the Bank, had loan balances and deposit balances held with the Bank. As at 31 December 2016, these investments have a fair value of $5.0 million with an unrealized gain of $1.1 million (31 December 2015: $5.0 million and $0.9 million respectively) and were included in trading investments at their fair value. During the year ended 31 December 2016, theThe Bank also earned $5.7 million (31 December 2015: $6.4 million, 31 December 2014: $4.3 million) in asset management revenue and custody and other administration services revenue from funds managed by a wholly-owned subsidiary of the Bank.

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)


Note 28: Condensed financial statementsand from directors and executives, companies in which they are principal owners and/or members of the parent company only

Condensed financial statements of the Bank of N.T. Butterfield & Son Limited (the ultimate parent company) without consolidation of its subsidiaries wereboard and trusts in which they are involved, as follows:well as other income from other related parties.
Consolidated balance sheets December 31, 2019
December 31, 2018
Loans 16
1,843
Deposits 3,492
36,655
    
 Year ended December 31
Consolidated statement of operations201920182017
Asset management10,273
9,412
7,697
Custody and other administration services1,452
1,376
1,036
Other non-interest income1,458
972
122


F- 60

The Bank of N.T. Butterfield & Son Limited (parent company only)  
Condensed Balance Sheets  
(In thousands of US dollars)  
 As at
 31 December 201631 December 2015
Assets  
Cash and demand deposits with banks - Non-interest-bearing28,032
28,146
Demand deposits with banks - Interest-bearing136,373
125,826
Cash equivalents - Interest-bearing1,042,365
691,438
Cash due from banks1,206,770
845,410
Securities purchased under agreement to resell148,813

Short-term investments447,748
112,219
Investment in securities  
Trading6,313
6,167
Available-for-sale2,170,155
1,227,953
Held-to-maturity (fair value: $498,367 (2015: $421,588))507,239
422,000
Total investment in securities2,683,707
1,656,120
Net assets of subsidiaries - Banks327,149
355,062
Net assets of subsidiaries - Non-banks11,610
7,173
Loans to third parties, net of allowance for credit losses1,909,093
2,096,625
Loans to subsidiaries - Banks54,207
71,331
Loans to subsidiaries - Non-banks55,120
60,292
Accrued interest15,035
13,872
Other assets, including premises, equipment and computer software,
equity method investments and other real estate owned
217,795
196,636
Total assets7,077,047
5,414,740
   
Liabilities  
Customer deposits  
Non-interest bearing1,733,684
1,348,877
Interest bearing4,213,417
2,922,830
Total customer deposits5,947,101
4,271,707
Bank deposits119,331
102,574
Total deposits6,066,432
4,374,281
Securities sold under agreement to repurchase

Employee benefit plans133,834
122,135
Accrued interest1,690
1,530
Preference share dividends payable
654
Other liabilities47,348
48,786
Total other liabilities182,872
173,105
Long-term debt117,000
117,000
Total liabilities6,366,304
4,664,386
   
Total shareholders’ equity710,743
750,354
Total liabilities and shareholders’ equity7,077,047
5,414,740
The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




Note 29: Condensed financial statements of the parent company only

Condensed financial statements of the Bank of N.T. Butterfield & Son Limited (the ultimate parent company) without consolidation of its subsidiaries were as follows:
The Bank of N.T. Butterfield & Son Limited (parent company only)  
Condensed Balance Sheets  
(In thousands of US dollars)  
 As at
 December 31, 2019December 31, 2018
Assets  
Cash and demand deposits with banks - Non-interest-bearing38,615
21,677
Demand deposits with banks - Interest-bearing118,583
316,872
Cash equivalents - Interest-bearing329,494
364,714
Cash due from banks486,692
703,263
Securities purchased under agreements to resell142,283
27,341
Short-term investments44,512
13,736
Investment in securities  
Equity securities at fair value7,420
6,495
Available-for-sale1,252,749
1,345,408
Held-to-maturity (fair value: $1,030,183 (2018: $1,076,979))1,003,248
1,088,564
Total investment in securities2,263,417
2,440,467
Net assets of subsidiaries - Banks610,217
415,227
Net assets of subsidiaries - Non-banks10,303
24,195
Loans to third parties, net of allowance for credit losses2,046,406
1,949,701
Loans to subsidiaries - Banks13,241
12,754
Loans to subsidiaries - Non-banks56,951
56,020
Accrued interest13,172
12,824
Other assets, including premises, equipment and computer software, equity method investments, receivables from subsidiaries and other real estate owned194,724
203,599
Total assets5,881,918
5,859,127
   
Liabilities  
Customer deposits  
Non-interest bearing1,430,409
1,378,539
Interest bearing2,972,847
3,117,063
Total customer deposits4,403,256
4,495,602
Bank deposits199,572
154,101
Total deposits4,602,828
4,649,703
Employee benefit plans110,347
117,203
Accrued interest4,017
2,908
Other liabilities, including payables to subsidiaries57,483
63,648
Total other liabilities171,847
183,759
Long-term debt143,500
143,322
Total liabilities4,918,175
4,976,784

  
Total shareholders’ equity963,743
882,343
Total liabilities and shareholders’ equity5,881,918
5,859,127


F- 61
The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Operations   
(In thousands of US dollars)   
 Year ended
 31 December 201631 December 201531 December 2014
Non-interest income   
Banking21,984
19,193
18,208
Foreign exchange revenue11,174
11,789
12,581
Other non-interest income3,516
4,671
4,592
Dividends from subsidiaries - Banks40,000
36,226
43,343
Dividends from subsidiaries - Non-banks6,600

28,656
Total non-interest income83,274
71,879
107,380
Interest income   
Loans123,370
117,124
119,846
Investments44,745
39,987
38,510
Deposits with banks6,293
1,600
1,398
Total interest income174,408
158,711
159,754
Interest expense   
Deposits6,882
7,947
8,541
Long-term debt4,500
4,861
5,628
Securities sold under repurchase agreements118
8
82
Total interest expense11,500
12,816
14,251
Net interest income before provision for credit losses162,908
145,895
145,503
Provision for credit losses(7,263)(3,624)(6,425)
Net interest income after provision for credit losses155,645
142,271
139,078
Net trading gains330
80
257
Net realised gains (losses) on available-for-sale investments1,222
(2,841)8,714
Net losses on other real estate owned(287)(543)(775)
Impairment of fixed assets

(1,050)
Net other gains (losses)(325)19
(10)
Total other gains (losses)940
(3,285)7,136
Total net revenue239,859
210,865
253,594
Non-interest expense   
Salaries and other employee benefits69,770
60,132
55,276
Technology and communications34,033
34,879
33,248
Property5,983
5,929
6,297
Professional and outside services9,379
19,043
14,140
Indirect taxes10,562
8,577
7,814
Amortisation of intangible assets113


Marketing2,138
1,730
1,309
Restructuring costs117


Other expenses5,373
8,017
4,846
Total non-interest expense137,468
138,307
122,930
Net income before equity in undistributed earnings of subsidiaries102,391
72,558
130,664
Equity in undistributed earnings of subsidiaries13,551
5,181
(22,505)
Net income115,942
77,739
108,159
Other comprehensive income, net of tax(54,183)(12,977)(9,932)
Total comprehensive income61,759
64,762
98,227

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Operations   
(In thousands of US dollars)   
 Year ended
 December 31, 2019December 31, 2018December 31, 2017
Non-interest income   
Banking24,870
23,506
22,836
Foreign exchange revenue10,613
11,727
11,623
Custody and other administration services7,625


Other non-interest income5,650
6,330
4,570
Dividends from subsidiaries - Banks122,776
60,000
50,000
Dividends from subsidiaries - Non-banks23,371
19,095
16,060
Total non-interest income194,905
120,658
105,089
Interest income


Interest and fees on loans132,104
133,124
118,092
Investments68,721
73,698
61,928
Deposits with banks9,156
12,932
10,661
Total interest income209,981
219,754
190,681
Interest expense


Deposits17,410
6,709
5,011
Long-term debt7,876
6,949
4,955
Securities sold under agreement to resell13
33

Total interest expense25,299
13,691
9,966
Net interest income before provision for credit losses184,682
206,063
180,715
Provision for credit recoveries (losses)(3,088)6,823
4,618
Net interest income after provision for credit losses181,594
212,886
185,333
Net gains (losses) on equity securities925
(329)511
Net realized gains (losses) on available-for-sale investments1,053
758
4,241
Net gains (losses) on other real estate owned(5)(323)(2,416)
Net other gains (losses)2

258
Total other gains (losses)1,975
106
2,594
Total net revenue378,474
333,650
293,016
Non-interest expense


Salaries and other employee benefits77,923
75,949
72,440
Technology and communications36,008
36,466
33,051
Professional and outside services27,954
22,696
20,685
Property6,927
6,693
6,438
Indirect taxes15,355
14,669
12,900
Non-service employee benefits expense5,879
6,427
7,854
Marketing4,372
3,034
3,384
Amortization of intangible assets169
169
169
Other expenses9,260
4,230
4,351
Total non-interest expense183,847
170,333
161,272
Net income before equity in undistributed earnings of subsidiaries194,627
163,317
131,744
Equity in undistributed earnings of subsidiaries(17,552)31,867
21,508
Net income177,075
195,184
153,252
Other comprehensive income, net of tax61,430
(19,475)15,628
Total comprehensive income238,505
175,709
168,880


F- 62
The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Cash Flows   
(In thousands of US dollars)   
 Year ended
 31 December 2016
31 December 2015
31 December 2014
Cash flows from operating activities   
Net income115,942
77,739
108,159
Adjustments to reconcile net income to operating cash flows   
Depreciation and amortisation23,687
22,267
19,836
(Increase) in carrying value of equity method investments(949)(1,056)(1,103)
Share-based payments and settlements14,423
7,913
9,049
Equity in undistributed earnings of subsidiaries(13,551)(5,181)22,505
Net realised / unrealised losses on other real estate owned287
543
775
Net realised (gains) losses on available-for-sale investments(1,222)2,841
(8,714)
Provision for credit losses7,263
3,624
6,425
Changes in operating assets and liabilities 
 
(Increase) decrease in accrued interest receivable(1,163)6,904
(982)
(Increase) decrease in other assets(20,312)2,650
(1,284)
Increase (decrease) in accrued interest payable160
(1,909)240
Increase (decrease) in other liabilities and employee benefit plans10,388
480
(5,763)
Cash provided by operating activities134,953
116,815
149,143
    
Cash flows from investing activities   
(Increase) in securities purchased under agreement to resell(148,813)

Net (increase) in short-term investments(335,529)(103,178)(299)
Net change in trading investments(146)704
42,910
Available-for-sale investments: proceeds from sale25,489
404,575
84,360
Available-for-sale investments: proceeds from maturities and pay downs341,835
256,566
163,725
Available-for-sale investments: purchases(1,332,836)(473,834)(392,719)
Held-to-maturity investments: proceeds from maturities and pay downs38,430
10,077
4,533
Held-to-maturity investments: purchases(124,325)(276,723)
Net (increase) decrease in loans to third parties177,823
(70,821)18,645
Net (increase) decrease in loans to bank subsidiaries10,608
(2,761)4,318
Net (increase) decrease in loans to non-bank subsidiaries5,172
2,057
(9,518)
Additions to premises, equipment and computer software(5,700)(4,239)(222)
Proceeds from sale of other real estate owned3,061
4,644
4,196
Dividends received from equity method investment319
884
359
Return (injection) of capital from (in) subsidiary(6,945)(94)607
Cash disbursed for business acquisition(2,540)

Cash used in investing activities(1,354,097)(252,143)(79,105)

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)




The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Cash Flows   
(In thousands of US dollars)   
 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Cash flows from operating activities   
Net income177,075
195,184
153,252
Adjustments to reconcile net income to operating cash flows  
Depreciation and amortization21,734
21,425
23,982
Provision for credit (recovery) losses3,088
(6,823)(4,618)
Share-based payments and settlements17,716
12,582
8,410
Net realized (gains) losses on available-for-sale investments(1,053)(758)(4,241)
Net (gains) losses on other real estate owned5
323
2,416
(Increase) decrease in carrying value of equity method investments(290)(1,033)(1,152)
Dividends received from equity method investment385
376
307
Equity in undistributed earnings of subsidiaries17,552
(31,867)(21,508)
Changes in operating assets and liabilities   
(Increase) decrease in accrued interest receivable(347)(755)2,886
(Increase) decrease in other assets7,155
(11,160)12,167
Increase (decrease) in accrued interest payable1,109
1,737
(519)
Increase (decrease) in employee benefit plans and other liabilities(4,862)(2,523)22,282
Cash provided by (used in) operating activities239,267
176,708
193,664
    
Cash flows from investing activities   
(Increase) decrease in securities purchased under agreement to resell(114,942)151,428
(29,956)
Short-term investments other than restricted cash: proceeds from maturities and sales
106,221
610,164
Short-term investments other than restricted cash: purchases(32,953)(18,953)(267,579)
Net change in equity securities at fair value(925)329
(511)
Available-for-sale investments: proceeds from sale114,058
681,656
205,257
Available-for-sale investments: proceeds from maturities and pay downs204,105
340,114
324,907
Available-for-sale investments: purchases(196,652)(156,271)(595,526)
Held-to-maturity investments: proceeds from maturities and pay downs137,622
82,853
59,424
Held-to-maturity investments: purchases(53,228)(525,637)(199,145)
Net (increase) decrease in loans to third parties(99,793)15,184
(46,391)
Net (increase) decrease in loans to bank subsidiaries(487)764
40,689
Net (increase) decrease in loans to non-bank subsidiaries(930)1,812
(2,713)
Additions to premises, equipment and computer software(14,009)(9,830)(14,777)
Proceeds from sale of other real estate owned1,102
5,896
1,795
Injection of capital in subsidiary(175,107)(64,029)(12,802)
Return of capital from a subsidiary12,972
8,244
12,376
Cash provided by (used in) investing activities(219,167)619,781
85,212


F- 63

The Bank of N.T. Butterfield & Son Limited
Notes to the Consolidated Financial Statements (continued)
(In thousands of US dollars, unless otherwise stated)

The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Cash Flows   
(In thousands of US dollars)   
 Year ended
 31 December 2016
31 December 2015
31 December 2014
    
Cash flows from financing activities   
Net decrease in demand and term deposit liabilities1,696,948
457,836
242,152
Net (increase) in securities sold under agreement to repurchase

(25,535)
Repayment of long-term debt

(90,000)
Proceeds from issuance of common shares, net of underwriting discounts and commissions131,600


Cost of issuance of common shares(5,458)

Proceeds from loans sold under agreement to repurchase5,152


Cost of repurchase of loans under agreement to repurchase(5,152)

Common shares repurchased(1,633)(130,822)(17,018)
Preference shares repurchased(212,121)(211)(656)
Warrant repurchase(100)

Proceeds from stock option exercises6,919
640
1,198
Cash dividends paid on common and contingent value convertible preference shares(19,346)(24,846)(27,440)
Cash dividends paid on preference shares(14,629)(14,631)(14,673)
Preference shares guarantee fee paid(1,676)(1,824)(1,834)
Cash provided by financing activities1,580,504
286,142
66,194
Net increase (decrease) in cash due from banks361,360
150,814
136,232
Cash due from banks at beginning of year845,410
694,596
558,364
Cash due from banks at end of year1,206,770
845,410
694,596
    
Supplemental disclosure of cash flow information   
Cash interest paid11,660
10,907
14,491
    
Non-cash item   
Transfer to other real estate owned8,961
3,326
2,733


The Bank of N.T. Butterfield & Son Limited (parent company only)   
Condensed Statements of Cash Flows   
(In thousands of US dollars)   
 Year ended
 December 31, 2019
December 31, 2018
December 31, 2017
Cash flows from financing activities   
Net increase (decrease) in demand and term deposit liabilities(64,027)(603,925)(811,322)
Proceeds from issuance of common shares, net of underwriting discounts and commissions

13
Issuance of subordinated capital, net of underwriting fees
73,218

Repayment of long-term debt
(47,000)
Common shares repurchased(81,534)(48,443)
Proceeds from stock option exercises349
3,318
4,546
Cash dividends paid on common shares(93,636)(83,704)(69,731)
Cash provided by (used in) financing activities(238,848)(706,536)(876,494)
Net increase (decrease) in cash, cash equivalent and restricted cash(218,748)89,953
(597,618)
Cash, cash equivalents and restricted cash: beginning of year716,999
627,046
1,224,664
Cash, cash equivalents and restricted cash: end of year498,251
716,999
627,046
    
Components of cash, cash equivalents and restricted cash at end of year  
Cash due from banks486,692
703,263
604,993
Restricted cash included in short-term investments on the consolidated balance sheets11,559
13,736
22,053
Total cash, cash equivalents and restricted cash at end of year498,251
716,999
627,046
    
Supplemental disclosure of cash flow information   
Cash interest paid24,190
15,428
9,447
    
Supplemental disclosure of non-cash items   
Transfer to (out of) other real estate owned
2,041

Initial recognition of right-of-use assets and operating lease liabilities133




Note 29:30: Subsequent events


On February 12, February 2017,2020, the Board of Directors declared a fourthan interim dividend of $0.32$0.44 per common share to be paid on 27 March 201711, 2020 to shareholders of record on 13 March 2017.February 26, 2020.




Note 30: Subsequent events (unaudited)
F- 64


Prior to February 28, 2017, The Carlyle Group was our principal shareholder and owned approximately 14% of our common shares as of January 31, 2017.  On February 28, 2017, The Carlyle Group completed the sale of all of its shares of our common shares in a registered secondary offering.



Item 19. Exhibits
The SEC maintains an internet site at https://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC. These SEC filings are also available to the public from commercial document retrieval services.
(a)    The following documents are filed as exhibits hereto:
Exhibit No.Description

Amended and Restated Bye-laws of The Bank of N.T. Butterfield & Son Limited (incorporated by reference to Exhibit 3.11.1 to the registrant’s registration statementregistrants Annual Report on Form F-1, filed on August 4, 2016)20-F for the year ended December 31, 2018)

The N.T. Butterfield & Son Bank Act, 1904 (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form F-1, filed on August 4, 2016)
2
Form of Specimen of Common Registered Share Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form F-1,F-1/A, filed on August 4,30, 2016)

Description of Securities

Amended and Restated Investment Agreement by and among The Bank of N.T. Butterfield & Son Limited, Carlyle Global Financial Services Partners, L.P., and CGFSP Coinvestment L.P., dated as ofat August 4, 2016 (incorporated by reference to Exhibit 10.1 to the registrant’s registration statement on Form F-1, filed on August 4, 2016)

The Bank of N.T. Butterfield & Son Limited 2010 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s registration statement on Form F-1, filed on August 4, 2016)
8List
First Amendment to The Bank of SubsidiairiesN.T. Butterfield & Son Limited 2010 Omnibus Share Incentive Plan (incorporated by reference to Exhibit 21.199.1 to the registrant’s registration statement on Form F-1,S-8, filed on February 13, 2017)October 27, 2016)

Subordinated Debt Securities Indenture between The Bank of N.T. Butterfield & Son Limited and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as at May 24, 2018 (incorporated by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed on May 24, 2018)

First Supplemental Indenture, between The Bank of N.T. Butterfield & Son Limited and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as at May 24, 2018, to Subordinated Debt Securities Indenture, dated as at May 24, 2018 (incorporated by reference to Exhibit 4.2 to the registrant's report on Form 6-K filed on May 24, 2018)

Purchase Agreement, dated April 24, 2019, by and among Bank of N.T. Butterfield & Son Limited, Butterfield Bank (Guernsey) Limited and ABN AMRO (Channel Islands) Limited (incorporated by reference to Exhibit 2.1 to the registrant's report on Form 6-K filed on April 25, 2019)

List of Subsidiaries

Certification of the Chairman and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934

Certification of the Chairman and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2Certification of theand Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
Consent of PricewaterhouseCoopers Ltd.
100
The following materials from our annual report on Form 20-F for the year ended December 31, 20162019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Financial Statements and (ii) the Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail.




SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
The Bank of N.T. Butterfield & Son Limited
By:/s/ Michael Collins
Name:Michael Collins
Title:Chairman and Chief Executive Officer
Date:February 28, 201726, 2020



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