MUFG Americas (UB) 10-Q 2015 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to

Commission File Number: 1-15081

MUFG Americas Holdings Corporation

(Exact name of registrant as specified in its charter)

Delaware	94-1234979
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1251 Avenue of the Americas, New York, NY	10020
(Address of principal executive offices)	(Zip Code)
(Registrant's telephone number, including area code) (212) 782-5911

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.   Yes x    No o

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).   Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o   No x

Number of shares of Common Stock outstanding at April 30, 2015: 136,330,831

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

MUFG Americas Holdings Corporation and Subsidiaries

Table of Contents

PART I. FINANCIAL INFORMATION	39
Item 1. Financial Statements	39
Consolidated Statements of Income (Unaudited)	39
Consolidated Statements of Comprehensive Income (Unaudited)	40
Consolidated Balance Sheets (Unaudited)	41
Consolidated Statements of Changes in Stockholder's Equity (Unaudited)	42
Consolidated Statements of Cash Flows (Unaudited)	43
Note 1—Summary of Significant Accounting Policies and Nature of Operations	44
Note 2—Securities	49
Note 3—Loans and Allowance for Loan Losses	54
Note 4—Variable Interest Entities	62
Note 5—Commercial Paper and Other Short-Term Borrowings	64
Note 6—Long-Term Debt	65
Note 7—Fair Value Measurement and Fair Value of Financial Instruments	66
Note 8—Derivative Instruments and Other Financial Instruments Used for Hedging	72
Note 9—Accumulated Other Comprehensive Income	76
Note 10—Employee Pension and Other Postretirement Benefits	77
Note 11—Commitments, Contingencies and Guarantees	77
Note 12—Business Segments	78
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Consolidated Financial Highlights	7
Introduction	10
Executive Overview	10
Financial Performance	12
Balance Sheet Analysis	15
Capital Management	17
Risk Management	22
Business Segments	32
Critical Accounting Estimates	37
Item 3. Quantitative and Qualitative Disclosures About Market Risk	38
Item 4. Controls and Procedures	38
PART II. OTHER INFORMATION	83
Item 1. Legal Proceedings	83
Item 1A. Risk Factors	83
Item 6. Exhibits	89
SIGNATURES	90

2

Glossary of Defined Terms

The following acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. “Financial Statements," Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 3. “Quantitative and Qualitative Disclosures About Market Risk” and Part II, Item 1A. “Risk Factors.”

ALCO	Asset Liability Management Committee
ALM	Asset Liability Management
AOCI	Accumulated other comprehensive income
BCBS	Basel Committee on Banking Supervision
BHC	U.S. bank holding company
BTMU	The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its consolidated subsidiaries
CCAR	Comprehensive Capital Analysis and Review
CD	Certificate of deposit
CLO	Collateralized loan obligation
CMBS	Commercial mortgage-backed securities
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
ESBP	Executive Supplemental Benefit Plan
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
Federal Reserve	Board of Governors of the Federal Reserve System
FHLB	Federal Home Loan Bank of San Francisco
FICO	Fair Isaac Corporation
HQLA	High quality liquid assets
LCR	Liquidity Coverage Ratio
LIHC	Low income housing credit
LTV	Loan-to-value
MUAH	MUFG Americas Holdings Corporation
MUB	MUFG Union Bank, N.A.
MUFG	Mitsubishi UFJ Financial Group, Inc.
OCC	Office of the Comptroller of the Currency
OREO	Other real estate owned
PCI	Purchased credit-impaired
RCC	Risk and Capital Committee
RMBS	Residential mortgage-backed securities
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
TDR	Troubled debt restructuring
VaR	Value at risk
VIE	Variable interest entity

3

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which include expectations for our operations and business and our assumptions for those expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our expectations. See Part I, Item 1A. “Risk Factors,” in our 2014 Annual Report on Form 10-K, Part II, Item 1A. “Risk Factors” in this Form 10-Q, and the other risks described in this Form 10-Q and in our 2014 Annual Report on Form 10-K, for factors to be considered when reading any forward-looking statements in this filing.

Forward-looking statements are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our SEC filings, press releases, news articles and when we are speaking on behalf of MUFG Americas Holdings Corporation. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "forecast," "outlook," words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information known to our management at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made.

In this document and other reports to the SEC, for example, we make forward-looking statements, which discuss our expectations about:

• Our business objectives, strategies and initiatives, organizational structure, business growth, competitive position and prospects, and the effect of competition on our business and strategies

• Our assessment of significant factors and developments that have affected or may affect our results

• Our assessment of economic conditions and trends, economic and credit cycles and their impact on our business

• The economic outlook for the U.S. in general, West Coast states and global economies

• The impact of changes in interest rates resulting from changes in Federal Reserve policy or for other reasons, our strategy to manage our interest rate risk profile, our outlook for short-term and long-term interest rates and their effect on our net interest margin, our investment portfolio and our borrowers’ ability to service their loans and on residential mortgage loans and refinancings

• Our sensitivity to and management of market risk, including changes in interest rates, and the economic outlook within specific industries, for the U.S. in general, West Coast states in particular and foreign countries (including Japan and the Eurozone)

• Pending and recent legislative and regulatory actions, and future legislative and regulatory developments, including the effects of legislation and other governmental measures, including the monetary policies of the Federal Reserve introduced in response to the 2008-2009 financial crises, and the ensuing recession affecting the banking system, financial markets and the U.S. economy, the Dodd-Frank Act, changes to the deposit insurance assessment policies of the FDIC, the effect on and application of foreign and other laws and regulations to our business and operations, and anticipated fees, costs or other impacts on our business and operations as a result of these developments

• Our strategies and expectations regarding capital levels and liquidity, our funding base, core deposits, our expectations regarding the capital, liquidity and enhanced prudential standards adopted by the U.S. bank regulators as a result of or under the Dodd-Frank Act and the BCBS capital and liquidity standards and recently adopted and proposed regulations by the U.S. federal banking agencies, and the effect of the foregoing on our business and expectations regarding compliance

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• Regulatory and compliance controls and processes and their impact on our business, including our operating costs and revenues

• The costs and effects of legal actions, investigations, regulatory actions, criminal proceedings or similar matters, our anticipated litigation strategies, our assessment of the timing and ultimate outcome of legal actions, or adverse facts and developments related thereto

• Our allowance for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, risk rating and credit migration trends and loss factors

• Loan portfolio composition and risk rating trends, residential loan delinquency rates compared to the industry average, portfolio credit quality, our strategy regarding TDRs, and our intent to sell or hold loans we originate

• Our intent to sell or hold, and the likelihood that we would be required to sell, or expectations regarding recovery of the amortized cost basis of, various investment securities

• Our hedging strategies, positions, expectations regarding reclassifications of gains or losses on hedging instruments into earnings; and the sensitivity of our net income to various factors, including customer behavior relating to mortgage pre-payments and deposit repricing

• Expected rates of return, maturities, yields, loss exposure, growth rates, pension plan strategies, contributions and benefit payments, and projected results

• Tax rates and taxes, the possible effect of changes in taxable profits of the U.S. operations of MUFG on our state tax obligations and of expected tax credits or benefits

• Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements, guidance or changes in accounting principles and future recognition of impairments for the fair value of assets, including goodwill, financial instruments, intangible assets and other assets acquired in our acquisitions of Pacific Capital Bancorp, PB Capital Corporation’s institutional commercial real estate lending portfolio, First Bank Association Bank Services, Smartstreet and our April 2010 FDIC-assisted acquisitions

• Decisions to downsize, sell or close units, dissolve subsidiaries, expand our branch network, pursue acquisitions, purchase banking facilities and equipment, or otherwise restructure, reorganize or change our business mix, and their timing and impact on our business

• Our expectations regarding the impact of acquisitions on our business and results of operations and amounts we expect to collect from or must pay to the FDIC under loss share agreements

• The impact of changes in our credit rating including from a recent change in methodology adopted by one rating agency

• Maintenance of casualty and liability insurance coverage appropriate for our operations

• The relationship between our business and that of BTMU and MUFG, the impact of their credit ratings, operations or prospects on our credit ratings and actions that may or may not be taken by BTMU and MUFG

• Threats to the banking sector and our business due to cybersecurity issues and attacks on financial institutions and other businesses, such as large retailers and regulatory expectations relating to cybersecurity

• Our understanding that BTMU will continue to limit its participation in transactions with Iranian entities and individuals to certain types of transactions

• Challenges associated with our business integration initiative with our parent company, BTMU, effective July 1, 2014

• The objectives and effects on operations of our business integration initiative and its near term effect on our balance sheet, earnings and capital ratios

• The effect of the drought being experienced in California on its economy and related governmental actions

5

• The expected declining impact of the PCI loan portfolio on our net interest margin

• Descriptions of assumptions underlying or relating to any of the foregoing

Readers of this document should not rely unduly on any forward-looking statements, which reflect only our management’s belief as of the date of this report. There are numerous risks and uncertainties that could cause actual outcomes and results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on our financial condition, results of operations or prospects. Such risks and uncertainties include, but are not limited to, those described or referred to in Part I, Item 1. “Business” under the captions “Competition” and “Supervision and Regulation” of our 2014 Annual Report on Form 10-K, and in Part II, Item 1A. “Risk Factors” and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, and in our other reports to the SEC.

Any factor described in this report could by itself, or together with one or more other factors, adversely affect our business, prospects, results of operations or financial condition.

6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights

	For the Three Months Ended
(Dollars in millions)	March 31, 2015			March 31, 2014(1)			Percent Change
Results of operations:
Net interest income	$	683		$	683		—	%
Noninterest income	335			181			85
Total revenue	1,018			864			18
Noninterest expense	849			627			35
Pre-tax, pre-provision income(2)	169			237			(29	)
(Reversal of) provision for credit losses	3			—			nm
Income before income taxes and including noncontrolling interests	166			237			(30	)
Income tax expense	34			70			(51	)
Net income including noncontrolling interests	132			167			(21	)
Deduct: Net loss from noncontrolling interests	5			5			—
Net income attributable to MUAH	$	137		$	172		(20	)
Balance sheet (period average):
Total assets	$	113,134		$	106,491		6	%
Total securities	22,172			22,611			(2	)
Total loans held for investment	77,305			69,293			12
Earning assets	102,645			96,100			7
Total deposits	84,088			80,433			5
MUAH stockholder's equity	15,069			14,390			5
Performance ratios:
Return on average assets(3)	0.49		%	0.65		%
Return on average MUAH stockholder's equity(3)	3.65			4.78
Efficiency ratio(4)	83.35			72.61
Adjusted efficiency ratio(5)	74.90			67.95
Net interest margin(3) (6)	2.70			2.87
Net loans charged-off (recovered) to average total loans held for investment(3)	0.01			(0.04		)

7

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights (Continued)

	As of
	March 31, 2015			December 31, 2014 (1)			Percent Change
Balance sheet (end of period):
Total assets	$	113,698		$	113,623		—	%
Total securities	22,463			22,015			2
Total loans held for investment	76,808			76,804			—
Nonperforming assets	390			411			(5	)
Core deposits(7)	74,190			76,666			(3	)
Total deposits	82,741			86,004			(4	)
Long-term debt	8,856			6,972			27
MUAH stockholder's equity	15,200			14,922			2
Credit ratios:
Allowance for loan losses to total loans held for investment(8)	0.69		%	0.70		%
Allowance for loan losses to nonaccrual loans(8)	147.21			143.35
Allowance for credit losses to total loans held for investment(9)	0.90			0.90
Allowance for credit losses to nonaccrual loans(9)	191.20			183.80
Nonperforming assets to total loans held for investment and OREO	0.51			0.53
Nonperforming assets to total assets	0.34			0.36
Nonaccrual loans to total loans held for investment	0.47			0.49
Capital ratios:
Regulatory:
Common Equity Tier 1 risk-based capital ratio(10)	12.64		%	n/a
Tier 1 risk-based capital ratio(10)	12.64			12.79
Total risk-based capital ratio(10)	14.41			14.74
Tier 1 leverage ratio(10)	11.30			11.25
Other:
Tangible common equity ratio(11)	10.69		%	10.49		%
Tier 1 common capital ratio(12)	n/a			12.74
Common Equity Tier 1 risk-based capital ratio (U.S. Basel III standardized; transitional)(13)	n/a			12.85
Common Equity Tier 1 risk-based capital ratio (U.S. Basel III standardized   approach; fully phased-in)(14)	12.57			12.56

8

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights (Continued)

(1) Prior period amounts have been revised to reflect the January 1, 2015 adoption of Accounting Standards Update 2014-01 related to investments in qualified affordable housing projects.

(2) Pre-tax, pre-provision income is total revenue less noninterest expense. Management believes that this is a useful financial measure because it enables investors and others to assess the Company's ability to generate capital to cover credit losses through a credit cycle.

(3) Annualized.

(4) The efficiency ratio is total noninterest expense as a percentage of total revenue (net interest income and noninterest income).

(5) The adjusted efficiency ratio, a non-GAAP financial measure, is adjusted noninterest expense (noninterest expense excluding staff costs associated with fees from affiliates - support services, foreclosed asset expense and other credit costs, certain costs related to productivity initiatives, LIHC investment amortization expense, expenses of the LIHC consolidated variable interest entities, merger and business integration costs, privatization-related expenses, debt termination fees from balance sheet repositioning, and intangible asset amortization) as a percentage of adjusted total revenue (net interest income (taxable-equivalent basis) and noninterest income), excluding the impact of fees from affiliates - support services, gains from productivity initiatives related to the sale of certain business units and premises, accretion related to privatization-related fair value adjustments, and other credit costs. Management discloses the adjusted efficiency ratio as a measure of the efficiency of our operations, focusing on those costs most relevant to our business activities. Please refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Noninterest Income and Noninterest Expense" of this Form 10-Q for further information.

(6) Yields, interest income and net interest margin are presented on a taxable-equivalent basis using the federal statutory tax rate of 35%.

(7) Core deposits exclude brokered deposits, foreign time deposits and domestic time deposits greater than $250,000.

(8) The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans held for investment or total nonaccrual loans, as appropriate.

(9) The allowance for credit losses ratios include the allowances for loan losses and for losses on unfunded credit commitments against end of period total loans held for investment or total nonaccrual loans, as appropriate.

(10) The capital ratios as of December 31, 2014 are calculated under U.S. Basel I rules. The capital ratios displayed as of March 31, 2015 are calculated in accordance with the transition guidelines set forth in the U.S. federal banking agencies' revised capital framework for implementing the final U.S. Basel III regulatory capital rules.

(11) The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible common equity divided by tangible assets. The methodology for determining tangible common equity may differ among companies. The tangible common equity ratio facilitates the understanding of the Company's capital structure and is used to assess and compare the quality and composition of the Company's capital structure to other financial institutions. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

(12) The Tier 1 common capital ratio, calculated under Basel I rules, is the ratio of Tier 1 capital, less qualifying trust preferred securities, to risk-weighted assets. The Tier 1 common capital ratio, a non-GAAP financial measure, facilitates the understanding of the Company's capital structure and is used to assess and compare the quality and composition of the Company's capital structure to other financial institutions. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

(13) In December 2014, the Federal Reserve Board approved the Company's request to opt-out of the advanced approaches methodology under U.S. Basel III regulatory capital rules. Common Equity Tier 1 risk-based capital is calculated in accordance with the transition guidelines set forth in the U.S. federal banking agencies' revised capital framework for implementing the final U.S. Basel III regulatory capital rules. Management reviews this ratio, which excludes accumulated other comprehensive loss, along with other measures of capital, as part of its financial analyses. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

(14) Common Equity Tier 1 risk-based capital (standardized, fully phased-in basis) is a non-GAAP financial measure that is used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies as if the transition provisions of the U.S. Basel III rules were fully phased in for the periods in which the ratio is disclosed.  Management reviews this ratio, which excludes accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information because of current interest in such information by market participants. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

nm = not meaningful

n/a = not applicable

9

Please refer to our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K) along with the following discussion and analysis of our consolidated financial position and results of operations for the period ended March 31, 2015 in this Form 10-Q. Averages, as presented in the following tables, are substantially all based upon daily average balances.

As used in this Form 10-Q, terms such as “the Company,” “we,” “us” and “our” refer to MUFG Americas Holdings Corporation (MUAH), one or more of its consolidated subsidiaries, or to all of them together.

Introduction

We are a financial holding company and bank holding company whose principal subsidiary is MUFG Union Bank, N.A. (MUB or the Bank.) We are a wholly-owned subsidiary of BTMU, which is a wholly-owned subsidiary of MUFG.

We service U.S. Corporate Banking, Investment Banking & Markets, and certain Transaction Banking customers through the MUFG brand and continue to serve Retail Banking & Wealth Markets, Commercial Banking, and Transaction Banking customers through the Union Bank brand. We provide a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, both nationally and internationally. The Company had consolidated assets of $113.7 billion at March 31, 2015.

The Company’s leadership is bicoastal with Retail Banking & Wealth Markets, Commercial Banking, and Transaction Banking leaders on the West Coast. U.S. Corporate Banking and Investment Banking & Markets leaders are based in New York City. The corporate headquarters (principal executive office) for MUB and MUAH is in New York City. MUB's main banking office is in San Francisco.

References to the privatization transaction in this report refer to the transaction on November 4, 2008, when we became a privately held company. All of our issued and outstanding shares of common stock are owned by BTMU.

Business Integration Initiative

Effective July 1, 2014, the U.S. branch banking operations of BTMU were integrated under the Bank's operations. The integration did not involve a legal entity combination, but rather an integration of personnel and certain business and support activities. As a result of this initiative, the Bank and BTMU entered into a master services agreement, which provides for employees of the Bank to perform and make available various business, banking, financial, and administrative and support services (the Services) and facilities for BTMU in connection with the operation and administration of BTMU’s businesses in the U.S. (including BTMU’s U.S. branches). In consideration for the Services, BTMU pays to the Bank fee income, which reflects market-based pricing. Costs related to the Services performed by the transferred employees are primarily reflected in salaries and employee benefits expense. For additional information, see “Management's Discussion and Analysis - Introduction - Business Integration Initiative” in Part II, Item 7. of our 2014 Form 10-K.

Executive Overview

We are providing you with an overview of what we believe are the most significant factors and developments that affected our first quarter 2015 results and that could influence our future results. Further detailed information can be found elsewhere in this Form 10-Q. In addition, we ask that you carefully read this entire document and any other reports that we refer to in this Form 10-Q for more detailed information that will assist your understanding of trends, events and uncertainties that impact us.

Our sources of revenue are net interest income and noninterest income (collectively “total revenue”). Net interest income is generated predominantly from interest earned from loans, investment securities and other interest-earning assets, less interest incurred on deposits and borrowings. The primary sources of noninterest income are revenues from service charges on deposit accounts, trust and investment management fees, trading account activities, credit facility fees, merchant banking fees, and fees from affiliates. In the first quarter of 2015, revenue was comprised of 67% net interest income and 33% noninterest income. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that affect our revenue sources. A summary of our financial results is discussed below.

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Our primary sources of liquidity are core deposits, securities and wholesale funding. Core deposits exclude brokered deposits, foreign time deposits and domestic time deposits greater than $250,000. Wholesale funding includes unsecured funds raised from interbank and other sources, both domestic and international, and secured funds raised by selling securities under repurchase agreements and by borrowing from the FHLB. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity when adverse situations arise.

Performance Highlights

In the first quarter of 2015, net income attributable to MUAH was $137 million, compared with $172 million in the first quarter of 2014 due to a decrease in pre-tax, pre-provision income. This decrease was driven primarily by an increase in noninterest expense due to higher salaries and benefits, including expenses related to our business integration initiative, higher incentive accruals and professional service fees. These increases were partially offset by an increase in noninterest income related to our business integration initiative, while net interest income remained flat.

In accordance with the market-based pricing terms of the Services related to the business integration initiative, the Company recorded $166 million in fee income during the quarter ended March 31, 2015, including $121 million related to support services provided by the Company to BTMU. Noninterest expense related to the Services was $112 million during the first quarter of 2015, primarily comprised of salaries and employee benefits. The remaining fee income was recognized through revenue sharing agreements with BTMU, which was primarily offset by associated costs recorded in noninterest expense.

Continued discipline in underwriting standards produced another solid quarter of strong credit quality with low nonperforming assets and charge-offs. Total Nonperforming assets as of March 31, 2015 were $390 million, or 0.34% of total assets, compared with $411 million, or 0.36% of total assets, at December 31, 2014. Net charge-offs were $3 million for the first quarter of 2015 compared with net recoveries of $6 million for the first quarter of 2014. For the quarter ended March 31, 2015, the provision for credit losses was $3 million compared with a provision reversal of less than $1 million for the quarter ended March 31, 2014.

Capital Ratios

In December 2014, the Federal Reserve Board approved the Company's request to opt-out of the advanced approaches methodology under U.S. Basel III regulatory capital rules. Accordingly, the Company now calculates its regulatory capital ratios under the standardized approach of the U.S. Basel III rules, with certain provisions subject to phase-in periods. The Bank continues to be subject to the advanced approaches rules. Capital ratios continued to exceed the regulatory thresholds for "well-capitalized" BHCs. The U.S. Basel III Common Equity Tier 1, Tier 1 and Total risk-based capital ratios were 12.64%, 12.64% and 14.41% at March 31, 2015.

Management Announcement

In the second quarter of 2015, the Company announced that, effective May 18, 2015, Stephen E. Cummings will join the Company and Bank as its President and Chief Executive Officer. Mr. Cummings will have authority over all of BTMU's U.S. businesses, including its New York branch and other U.S.-domiciled branch offices. Mr. Cummings will also serve as a member of the Board of Directors of the Company and Bank.

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Financial Performance

Net Interest Income

The following table shows the major components of net interest income and net interest margin:

	For the Three Months Ended
	March 31, 2015							March 31, 2014
	Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)		Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)
(Dollars in millions)
Assets
Loans held for investment:(3)
Commercial and industrial	$	28,394		$	223	3.18	%	$	23,969		$	198	3.34	%
Commercial mortgage	13,903			115		3.31		13,230			119		3.61
Construction	1,853			14		3.03		946			8		3.67
Lease financing	776			10		5.11		849			11		5.41
Residential mortgage	28,766			247		3.43		25,990			238		3.66
Home equity and other consumer loans	3,103			32		4.22		3,233			32		3.99
Loans, before purchased credit-impaired loans	76,795			641		3.36		68,217			606		3.58
Purchased credit-impaired loans	510			38		30.49		1,076			61		22.90
Total loans held for investment	77,305			679		3.54		69,293			667		3.88
Securities	22,172			106		1.92		22,611			120		2.12
Interest bearing deposits in banks	2,776			2		0.25		3,565			2		0.25
Federal funds sold and securities purchased under resale agreements	97			—		—		131			—		0.18
Trading account assets	196			—		0.70		267			2		3.08
Other earning assets	99			1		2.07		233			1		1.40
Total earning assets	102,645			788		3.09		96,100			792		3.31
Allowance for loan losses	(542		)					(577		)
Cash and due from banks	1,631							1,499
Premises and equipment, net	621							645
Other assets(5)	8,779							8,824
Total assets	$	113,134						$	106,491
Liabilities
Interest bearing deposits:
Transaction and money market accounts	$	39,713		$	30	0.31		$	37,519		$	36	0.38
Savings	5,550			1		0.06		5,572			1		0.11
Time	8,975			21		0.93		11,214			25		0.92
Total interest bearing deposits	54,238			52		0.39		54,305			62		0.47
Commercial paper and other short-term borrowings(4)	2,991			1		0.20		2,632			1		0.21
Long-term debt	8,008			47		2.34		6,546			41		2.47
Total borrowed funds	10,999			48		1.76		9,178			42		1.82
Total interest-bearing liabilities	65,237			100		0.62		63,483			104		0.66
Noninterest bearing deposits	29,850							26,128
Other liabilities(6)	2,750							2,237
Total liabilities	97,837							91,848
Equity
MUAH stockholder's equity	15,069							14,390
Noncontrolling interests	228							253
Total equity	15,297							14,643
Total liabilities and equity	$	113,134						$	106,491
Net interest income/spread (taxable-equivalent basis)				688		2.47	%				688		2.65	%
Impact of noninterest bearing deposits						0.19							0.19
Impact of other noninterest bearing sources						0.04							0.03
Net interest margin						2.70							2.87
Less: taxable-equivalent adjustment				5							5
Net interest income				$	683						$	683

(1) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35%.

(2) Annualized.

(3) Average balances on loans outstanding include all nonperforming loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.

(4) Includes interest bearing trading liabilities.

(5) Includes noninterest bearing trading assets.

(6) Includes noninterest bearing trading liabilities.

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Net interest income for the first quarter of 2015 was flat compared with the first quarter of 2014 primarily due to a decrease in the net interest margin. The net interest margin decreased 17 basis points to 2.70%, substantially due to lower yields on loans held for investment and investment securities reflecting the low interest rate environment, partially offset by lower funding costs and organic growth in the commercial and industrial and residential mortgage loan portfolios. Average total loans held for investment increased $8 billion for the quarter ended March 31, 2015 compared with the quarter ended March 31, 2014.

Noninterest Income and Noninterest Expense

In accordance with the market-based pricing terms of the Services related to the business integration initiative, the Company recorded $166 million in fee income during the quarter ended March 31, 2015, including $121 million related to support services provided by the Company to BTMU. Noninterest expense related to the

Services was $112 million during the first quarter of 2015, primarily comprised of salaries and employee benefits. The remaining fee income was recognized through revenue sharing agreements with BTMU, which was primarily offset by associated costs recorded in noninterest expense.

The following tables detail our noninterest income and noninterest expense for the three months ended March 31, 2015 and 2014:

Noninterest Income

	For the Three Months Ended
						Increase (Decrease)
	March 31, 2015			March 31, 2014
(Dollars in millions)						Amount			Percent
Service charges on deposit accounts	$	49		$	51	$	(2	)	(4	)	%
Trust and investment management fees	28			26		2			8
Trading account activities	8			16		(8		)	(50	)
Securities gains, net	3			2		1			50
Credit facility fees	30			28		2			7
Merchant banking fees	20			24		(4		)	(17	)
Brokerage commissions and fees	13			13		—			—
Card processing fees, net	8			8		—			—
Fees from affiliates	166			—		166			nm
Other investment income	(3		)	12		(15		)	nm
Other, net	13			1		12			nm
Total noninterest income	$	335		$	181	$	154		85		%

nm not meaningful

Noninterest income in the first quarter of 2015 was $335 million, compared with $181 million in the first quarter of 2014 primarily due to our business integration initiative.

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Noninterest Expense

	For the Three Months Ended
					Increase (Decrease)
	March 31, 2015		March 31, 2014 (1)
(Dollars in millions)					Amount			Percent
Salaries and other compensation	$	469	$	301	$	168		56		%
Employee benefits	98		87		11			13
Salaries and employee benefits	567		388		179			46
Net occupancy and equipment	80		71		9			13
Professional and outside services	77		55		22			40
Intangible asset amortization	10		13		(3		)	(23	)
Regulatory assessments	13		15		(2		)	(13	)
Software	28		20		8			40
Low income housing credit investment amortization	2		3		(1		)	(33	)
Advertising and public relations	10		7		3			43
Communications	10		11		(1		)	(9	)
Data processing	7		8		(1		)	(13	)
Other	45		36		9			25
Total noninterest expense	$	849	$	627	$	222		35		%

(1) Prior period amounts have been revised to reflect the January 1, 2015 adoption of Accounting Standards Update 2014-01 related to investments in qualified affordable housing projects.

Noninterest expense was $849 million in the first quarter of 2015 compared with $627 million in the first quarter of 2014. Salaries and employee benefits increased in the three months ended 2015 compared to the same period in the prior year primarily due to increased employee costs as a result of our business integration initiative as discussed above and higher incentive accruals. Additionally, professional and outside services increased primarily due to consulting fees related to regulatory initiatives.

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The adjusted efficiency ratio is a non-GAAP financial measure used by management to measure the efficiency of our operations, focusing on those costs management believes to be most relevant to our regular and ongoing business activities. Productivity initiative costs primarily consist of salaries and benefits associated with operational efficiency enhancements. Productivity initiative gains reflect the gain from the sale of certain business units and premises. The following table shows the calculation of this ratio for the three months ended March 31, 2015 and 2014:

	For the Three Months Ended
(Dollars in millions)	March 31, 2015			March 31, 2014 (1)
Noninterest Expense	$	849		$	627
Less: Staff costs associated with fees from affiliates - support services	112			—
Less: Foreclosed asset expense and other credit costs	1			—
Less: Productivity initiative costs	28			1
Less: LIHC investment amortization expense	2			3
Less: Expenses of the LIHC consolidated VIEs	9			8
Less: Merger and business integration costs	9			17
Less: Net adjustments related to privatization transaction	8			10
Less: Intangible asset amortization	3			3
Net noninterest expense, as adjusted (a)	$	677		$	585
Total Revenue	$	1,018		$	864
Add: Net interest income taxable-equivalent adjustment	5			5
Less: Fees from affiliates - support services	121			—
Less: Productivity initiative gains	1			—
Less: Accretion related to privatization-related fair value adjustments	1			6
Less: Other credit costs	(4		)	2
Total revenue, as adjusted (b)	$	904		$	861
Adjusted efficiency ratio (a)/(b)	74.90		%	67.95		%

(1) Prior period amounts have been revised to reflect the January 1, 2015 adoption of Accounting Standards Update 2014-01 related to investments in qualified affordable housing projects.

Income Tax Expense

The effective income tax rate was 20% in the first quarter of 2015, compared with 30% for the first quarter of 2014. The overall decrease in the effective tax rate for the three-month period ended March 31, 2015 was primarily driven by the impact of larger discrete tax adjustments in the current quarter compared with the three month period ended March 31, 2014.

For further information regarding income tax expense, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Income Tax Expense" in Part II, Item 7. and “Changes in our tax rates could affect our future results” in “Risk Factors” in Part I, Item 1A. and Note 17 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

Balance Sheet Analysis

Securities

Our securities portfolio is primarily used for liquidity and interest rate risk management purposes, to invest cash resulting from excess liquidity, and to a lesser extent, to support our business development objectives. We strive to maximize total return while managing this objective within appropriate risk parameters. Securities available for sale are principally comprised of RMBS, Cash Flow CLOs, CMBS, U.S. Treasury securities and direct bank purchase bonds. Direct bank purchase bonds are instruments that are issued in bond form, accounted

15

for as securities, but underwritten as loans with features that are typically found in commercial loans. Securities held to maturity consist of RMBS, CMBS, government-sponsored agency securities and U.S. Treasury bonds.

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities are detailed in Note 2 to our Consolidated Financial Statements included in this Form 10-Q. 

Loans Held for Investment

The following table shows loans held for investment outstanding by loan type at the end of each period presented:

					Increase (Decrease)
	March 31, 2015		December 31, 2014
(Dollars in millions)					Amount			Percent
Loans held for investment:
Commercial and industrial	$	27,979	$	27,623	$	356		1	%
Commercial mortgage	13,923		14,016		(93		)	(1	)
Construction	1,996		1,746		250			14
Lease financing	776		800		(24		)	(3	)
Total commercial portfolio	44,674		44,185		489			1
Residential mortgage	28,558		28,977		(419		)	(1	)
Home equity and other consumer loans	3,081		3,117		(36		)	(1	)
Total consumer portfolio	31,639		32,094		(455		)	(1	)
Total loans held for investment, before purchased credit-impaired loans	76,313		76,279		34			—
Purchased credit-impaired loans	495		525		(30		)	(6	)
Total loans held for investment	$	76,808	$	76,804	$	4		—	%

Loans held for investment increased slightly from December 31, 2014 to March 31, 2015 due to organic growth in the commercial and industrial and construction loan portfolios, offset by a decrease in the residential mortgage lending portfolio.

Cross-Border Outstandings

Our cross-border outstandings reflect certain additional economic and political risks that differ from or are greater than those reflected in domestic outstandings. These risks include those arising from exchange rate fluctuations and restrictions on the transfer of funds. Our total cross-border outstandings for Canada, the only country where such outstandings exceeded one percent of total assets, were $1.6 billion and $1.5 billion at March 31, 2015 and December 31, 2014, respectively. The cross-border outstandings are based on category and domicile of ultimate risk and are comprised of balances with banks, trading account assets, securities available for sale, securities purchased under resale agreements, loans, accrued interest receivable, acceptances outstanding and investments with foreign entities.

As of March 31, 2015, our sovereign and non-sovereign debt exposure to European countries was not material.

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Deposits

The table below presents our deposits as of March 31, 2015 and December 31, 2014.

					Increase (Decrease)
	March 31, 2015		December 31, 2014
(Dollars in millions)					Amount			Percent
Interest checking	$	5,647	$	6,622	$	(975	)	(15	)%
Money market	33,120		33,899		(779		)	(2	)
Total interest bearing transaction and money market accounts	38,767		40,521		(1,754		)	(4	)
Savings	5,583		5,495		88			2
Time	8,537		9,454		(917		)	(10	)
Total interest bearing deposits	52,887		55,470		(2,583		)	(5	)
Noninterest bearing deposits	29,854		30,534		(680		)	(2	)
Total deposits	$	82,741	$	86,004	$	(3,263	)	(4	)%
Total interest bearing deposits include the following brokered deposits:
Interest bearing transaction and money market accounts	$	2,791	$	2,802	$	(11	)	—	%
Time	2,751		2,852		(101		)	(4	)
Total brokered deposits	$	5,542	$	5,654	$	(112	)	(2	)%
Core Deposits:
Total deposits	$	82,741	$	86,004	$	(3,263	)	(4	)%
Less: total brokered deposits	5,542		5,654		(112		)	(2	)
Less: total foreign deposits and non-brokered domestic time deposits over $250,000	3,009		3,684		(675		)	(18	)
Total core deposits	$	74,190	$	76,666	$	(2,476	)	(3	)%

At March 31, 2015, total deposits were $82.7 billion, down $3.3 billion compared with December 31, 2014. Core deposits at March 31, 2015 decreased to $74.2 billion compared with $76.7 billion at December 31, 2014. The decreases are substantially due to decreases in certain large escrow deposits, and total interest bearing transaction and money market accounts during the first quarter of 2015. Core deposits as a percentage of total deposits were 90% at March 31, 2015 and 89% at December 31, 2014.

Capital Management

Both the Company and MUB are subject to various capital adequacy regulations issued by the federal banking agencies, including requirements to file an annual capital plan and to maintain minimum regulatory capital ratios. As of March 31, 2015, management believes the capital ratios of the Company and MUB met all regulatory requirements of “well-capitalized” institutions.

The Company timely filed its annual capital plan under the Federal Reserve's CCAR program in January 2015. CCAR evaluates capital planning processes and assesses capital adequacy levels under various scenarios to determine if BHCs would have sufficient capital to continue operations throughout times of economic and financial market stress. The Company's 2015 CCAR submission encompassed a range of expected and stressed economic and financial market scenarios, and included an assessment of expected sources and uses of capital over a prescribed planning horizon, a description of all capital actions within that timeframe, and a discussion of any proposed business plan changes that are likely to have a material impact on capital adequacy. In March 2015, the Company was informed by the Federal Reserve that it did not object to the Company's capital plan and subsequently disclosed the results of its annual company-run capital stress test in accordance with regulatory requirements.

The Company and MUB are required to maintain minimum capital ratios in accordance with rules issued by the U.S. federal banking agencies. In July 2013, the U.S. federal banking agencies issued final rules to implement the BCBS capital guidelines for U.S. banking organizations (U.S. Basel III). These rules supersede the U.S. federal banking agencies’ general risk-based capital rules (commonly known as “Basel I”), advanced

17

approaches rules (commonly known as “Basel II”) that are applicable to certain large banking organizations, and leverage rules, and are subject to certain transition provisions.

Consistent with the Collins Amendment to the Dodd-Frank Act, banking organizations that have been approved by the Federal Reserve to use the U.S. Basel III advanced approaches methodology to determine applicable minimum risk-weighted capital ratios must use the higher of their risk-weighted assets as calculated under (i) the advanced approaches rules, and (ii) from January 1, 2014 to December 31, 2014, the general risk-based capital rules and, commencing on January 1, 2015 and thereafter, the risk weightings under the U.S. Basel III standardized approach. Banking organizations not subject to the advanced approaches rules are required to comply with the standardized approach capital rules beginning January 2015.

In December 2014, the Federal Reserve approved MUAH's request to opt-out of the advanced approaches methodology under U.S. Basel III regulatory capital rules for the holding company, while MUB continues to be subject to the advanced approaches rules. Beginning January 1, 2015, MUAH calculates its regulatory capital ratios under the standardized approach of the U.S. Basel III rules, with certain provisions subject to phase-in periods. In January 2015, MUAH made a one-time permanent election to exclude AOCI from its regulatory capital ratio calculations under U.S. Basel III. The Bank continues to be subject to the elimination of the AOCI exclusion over the advanced approaches phase-in period. MUAH calculated its regulatory capital ratios under U.S. Basel I rules at December 31, 2014. The U.S. Basel III rules are scheduled to be substantially phased in by January 1, 2019. 

The following tables summarize the calculation of MUAH’s risk-based capital ratios in accordance with the U.S. Basel III rules as of March 31, 2015 and the U.S. Basel I rules as of December 31, 2014.

MUFG Americas Holdings Corporation

	U.S. Basel III		U.S. Basel I
(Dollars in millions)	March 31, 2015		December 31, 2014
Capital Components
Common Equity Tier 1 capital	$	12,480	n/a
Tier 1 capital	12,482		$	12,367
Tier 2 capital	1,746		1,879
Total risk-based capital	$	14,228	$	14,246
Risk-weighted assets	$	98,723	$	96,663
Average total assets for leverage capital purposes	$	110,467	$	109,910

	U.S. Basel III				U.S. Basel I				Adequately Capitalized
(Dollars in millions)	March 31, 2015				December 31, 2014				March 31, 2015
Capital Ratios	Amount		Ratio		Amount		Ratio		Amount			Ratio
Common Equity Tier 1 capital (to risk-weighted assets)	$	12,480	12.64	%	n/a		n/a		≥	$	4,443	4.5	%
Tier 1 capital (to risk-weighted assets)	12,482		12.64		$	12,367	12.79	%	≥	5,923		6.0
Total capital (to risk-weighted assets)	14,228		14.41		14,246		14.74		≥	7,898		8.0
Tier 1 leverage(1)	12,482		11.30		12,367		11.25		≥	4,419		4.0

(1)Tier 1 capital divided by average total assets for leverage capital purposes (excluding certain intangible assets).

n/a    not applicable.

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The following tables summarize the calculation of MUB’s risk-based capital ratios in accordance with the transition guidelines set forth in the U.S. Basel III rules as of March 31, 2015 and December 31, 2014.

MUFG Union Bank, N.A.

	U.S. Basel III
(Dollars in millions)	March 31, 2015		December 31, 2014
Capital Components
Common Equity Tier 1 capital	$	12,003	$	12,087
Tier 1 capital	12,003		$	12,088
Tier 2 capital	1,567		1,568
Total risk-based capital	$	13,570	$	13,656
Risk-weighted assets	$	94,273	$	92,367
Average total assets for leverage capital purposes	$	109,049	$	109,032

	U.S. Basel III								Minimum Regulatory Requirement					To Be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in millions)	March 31, 2015				December 31, 2014				March 31, 2015
Capital Ratios	Amount		Ratio		Amount		Ratio		Amount			Ratio		Amount			Ratio
Common Equity Tier 1 capital (to risk-weighted assets)	$	12,003	12.73	%	$	12,087	13.09	%	≥	$	4,242	4.5	%	≥	$	6,128	6.5	%
Tier 1 capital (to risk-weighted assets)	12,003		12.73		12,088		13.09		≥	5,656		6.0		≥	7,542		8.0
Total capital (to risk-weighted assets)	13,570		14.40		13,656		14.78		≥	7,542		8.0		≥	9,427		10.0
Tier 1 leverage(1)	12,003		11.01		12,088		11.09		≥	4,362		4.0		≥	5,452		5.0

(1)Tier 1 capital divided by average total assets for leverage capital purposes (excluding certain intangible assets).

n/a    not applicable.

In addition to capital ratios determined in accordance with regulatory requirements, we consider the tangible common equity ratio and the Tier 1 common capital ratio when evaluating capital utilization and adequacy. These capital ratios are viewed by management, and presented below, to further facilitate the understanding of our capital structure and for use in assessing and comparing the quality and composition of the Company’s capital structure to other financial institutions. These ratios are not codified within U.S. GAAP or federal banking regulations in effect at March 31, 2015. Therefore, they are considered non-GAAP financial measures. Our tangible common equity ratio calculation methods may differ from those used by other financial services companies.

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The following tables summarize the calculation of our tangible common equity ratios as of March 31, 2015 and December 31, 2014:

	March 31, 2015			December 31, 2014 (1)
(Dollars in millions)
Total MUAH stockholder's equity	$	15,200		$	14,922
Goodwill	(3,225		)	(3,225		)
Intangible assets, except mortgage servicing rights	(222		)	(233		)
Deferred tax liabilities related to goodwill and intangible assets	40			99
Tangible common equity (a)	$	11,793		$	11,563
Total assets	$	113,698		$	113,623
Goodwill	(3,225		)	(3,225		)
Intangible assets, except mortgage servicing rights	(222		)	(233		)
Deferred tax liabilities related to goodwill and intangible assets	40			99
Tangible assets (b)	$	110,291		$	110,264
Tangible common equity ratio (a)/(b)	10.69		%	10.49		%

(1) Prior period amounts have been revised to reflect the January 1, 2015 adoption of Accounting Standards Update 2014-01 related to investments in qualified affordable housing projects.

The following tables summarize the calculation of our Tier 1 common capital ratios as of December 31, 2014:

(Dollars in millions)	December 31, 2014
Tier 1 capital under Basel III	$	12,367
Junior subordinated debt payable to trusts	(51		)
Tier 1 common equity (a)	12,316
Risk-weighted assets under Basel I (b)	$	96,663
Tier 1 common capital ratio (a)/(b)	12.74		%

The Company’s fully phased-in Common Equity Tier 1 capital ratio calculated under the U.S. Basel III standardized approach at March 31, 2015 and December 31, 2014 was estimated to be 12.57% and 12.56%, respectively. The Company's transitional Common Equity Tier 1 capital ratio calculated under the U.S. Basel III standardized approach at December 31, 2014 was estimated to be 12.85%. Management believes that the Company would satisfy all capital adequacy requirements under the U.S. Basel III rules on a fully phased-in basis if those requirements had been effective at both March 31, 2015 and December 31, 2014.

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The following table summarizes the calculation of our fully phased-in Common Equity Tier 1 capital to total risk-weighted assets ratio under the U.S. Basel III standardized approach as of March 31, 2015:

Common Equity Tier 1 capital under U.S. Basel III (standardized approach; fully phased-in)
	March 31, 2015
(Dollars in millions)	(Estimated)
Common Equity tier 1 capital under U.S. Basel III (Transitional)	$	12,480
Other	(80		)
Common Equity Tier 1 capital estimated under U.S. Basel III (standardized approach; fully phased-in) (a)	$	12,400
Risk-weighted assets, estimated under U.S. Basel III (standardized; transitional)	$	98,723
Adjustments	(74		)
Total risk-weighted assets, estimated under U.S. Basel III (standardized approach; fully phased-in) (b)	$	98,649
Common Equity Tier 1 capital to total risk-weighted assets estimated under U.S. Basel III (standardized approach; fully phased-in) (1) (a)/(b)	12.57		%

(1) Common Equity Tier 1 risk-based capital (standardized, fully phased-in basis) is a non-GAAP financial measure that is used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies as if the transition provisions of the U.S. Basel III rules were fully phased-in for the period in which the ratio is disclosed.  Management reviews this ratio, which excludes components of accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information, and the corresponding reconciliation from Common Equity Tier 1 capital (calculated according to the transition provisions under U.S. Basel III rules) because of current interest in such information by market participants.

The following table summarizes the calculation of our transitional and fully phased-in Common Equity Tier 1 capital to total risk-weighted assets ratio under the U.S. Basel III standardized approach as of December 31, 2014:

	December 31, 2014
(Dollars in millions)	(Estimated)
Tier 1 capital under U.S. Basel I regulatory requirements	$	12,367
Junior subordinated debt payable to trusts	(51		)
U.S. Basel I Tier 1 common capital	12,316
Other	134
Common Equity tier 1 capital under U.S. Basel III (Transitional) (a)	12,450
Other	(117		)
Common Equity Tier 1 capital estimated under U.S. Basel III (standardized approach; fully phased-in) (b)	$	12,333
Risk-weighted assets, determined in accordance with U.S. Basel I regulatory requirements	$	96,663
Adjustments	205
Risk-weighted assets, estimated under U.S. Basel III (standardized; transitional) (c)	96,868
Adjustments	1,301
Total risk-weighted assets, estimated under U.S. Basel III (standardized approach; fully phased-in) (d)	$	98,169
Common Equity Tier 1 capital to total risk-weighted assets estimated under U.S. Basel III (standardized; transitional) (1) (a)/(c)	12.85		%
Common Equity Tier 1 capital to total risk-weighted assets estimated under U.S. Basel III (standardized approach; fully phased-in) (2) (b)/(d)	12.56		%

(1) In December 2014, the Federal Reserve Board approved the Company's request to opt-out of the advanced approaches methodology under U.S. Basel III regulatory capital rules for the holding company only. Common Equity Tier 1 risk-based capital is calculated in accordance with the transition guidelines set forth in the U.S. federal banking agencies' revised capital framework for implementing the final U.S. Basel III regulatory capital rules. Management reviews this ratio, which excludes accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information because of current interest in such information by market participants.

(2) Common Equity Tier 1 risk-based capital (standardized, fully phased-in basis) is a non-GAAP financial measure that is used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies as if the transition provisions of the U.S. Basel III rules were fully phased-in for the period in which the ratio is disclosed.  Management reviews this ratio, which excludes components of accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information, and the corresponding reconciliation from Common Equity Tier 1 capital (calculated according to the transition provisions under U.S. Basel III rules) because of current interest in such information by market participants.

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Risk Management

All financial institutions must manage and control a variety of business risks that can significantly affect their financial condition and performance. Some of the key risks the Company must manage include credit, market, liquidity and operational risks. The Board of Directors, directly or through its appropriate committee, provides oversight and approves our various risk management policies. Management has established an enterprise-wide risk management structure that is designed to provide a structured approach for identifying, measuring, monitoring, controlling and reporting on the significant risks faced by the Company.

Credit Risk Management

One of our principal business activities is the extension of credit to individuals and businesses. Our policies and the applicable laws and regulations governing the extension of credit require risk analysis, including an extensive evaluation of the purpose of the request and the borrower’s ability and willingness to repay as scheduled. Our process also includes ongoing portfolio and credit management through portfolio diversification, lending limit constraints, credit review and approval policies, and extensive internal monitoring. For additional information regarding our credit risk management policies, refer to the section “Credit Risk Management” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Form 10-K.

Allowance for Credit Losses

Allowance Policy and Methodology

We maintain an allowance for credit losses (defined as both the allowance for loan losses and the allowance for losses on unfunded credit commitments) to absorb losses inherent in the loan portfolio as well as for unfunded credit commitments. Understanding our policies on the allowance for credit losses is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, our significant accounting policies on the allowance for credit losses are discussed in detail in Note 1 to our Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” and in the section “Allowance for Credit Losses” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Form 10-K. For additional information regarding our allowance for loan losses, refer to Note 3 of our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” of this Form 10-Q.

Allowance and Related Provision for Credit Losses

The allowance for loan losses decreased $7 million to $530 million as of March 31, 2015, compared with $537 million at December 31, 2014. This decrease reflected continued low loss experience in our overall loan portfolio. The unallocated allowance totaled $20 million at March 31, 2015 and December 31, 2014, reflecting probable losses due to the drought in California.

Our ratio of nonaccrual loans to total loans held for investment was 0.47% at March 31, 2015 and 0.49 percent at December 31, 2014. Our ratio of allowance for loan losses to total loans held for investment decreased to 0.69% at March 31, 2015 from 0.70% at December 31, 2014. Annualized net loans charged-off to average total loans held for investment was 0.01% for the quarter ended March 31, 2015, compared with an annualized net loans recovered to average total loans held for investment of 0.04% for the quarter ended March 31, 2014. Criticized credits in the commercial segment were $1.3 billion at March 31, 2015 and $1.1 billion at December 31, 2014. Criticized credits are those that have regulatory risk grades of “special mention,” “substandard” or “doubtful.” Special mention credits are potentially weak, as the borrower has begun to exhibit deteriorating trends, which, if not corrected, could jeopardize repayment of the loan and result in further downgrade. Adversely classified credits are those that are internally risk graded as substandard or doubtful. Substandard credits have well-defined weaknesses, which, if not corrected, could jeopardize the full satisfaction of the debt. A credit classified as doubtful has critical weaknesses that make full collection improbable on the basis of currently existing facts and conditions.

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Change in the Allowance for Loan Losses

The following table sets forth a reconciliation of changes in our allowance for loan losses:

	For the Three Months Ended March 31,
(Dollars in millions)	2015			2014
Balance, beginning of period	$	537		$	568
(Reversal of) provision for loan losses	(3		)	(16		)
Other	(1		)	(1		)
Loans charged-off:
Commercial and industrial	(1		)	(5		)
Commercial mortgage	(3		)	(1		)
Total commercial portfolio	(4		)	(6		)
Residential mortgage	(1		)	(1		)
Home equity and other consumer loans	(2		)	(2		)
Total consumer portfolio	(3		)	(3		)
Total loans charged-off	(7		)	(9		)
Recoveries of loans previously charged-off:
Commercial and industrial	4			11
Construction	—			3
Total commercial portfolio	4			14
Home equity and other consumer loans	—			1
Total consumer portfolio	—			1
Total recoveries of loans previously charged-off	4			15
Net loans recovered (charged-off)	(3		)	6
Ending balance of allowance for loan losses	530			557
Allowance for losses on unfunded credit commitments	158			148
Total allowance for credit losses	$	688		$	705

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Nonperforming Assets

Nonperforming assets consist of nonaccrual loans and OREO. Nonaccrual loans are those for which management has discontinued accrual of interest because there exists significant uncertainty as to the full and timely collection of either principal or interest, or such loans have become contractually past due 90 days with respect to principal or interest. OREO includes property where the Bank acquired title through foreclosure or “deed in lieu” of foreclosure. For a more detailed discussion of the accounting for nonaccrual loans, see Note 1 to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

The following table sets forth an analysis of nonperforming assets:

	March 31, 2015		December 31, 2014		Increase (Decrease)
(Dollars in millions)					Amount			Percent
Commercial and industrial	$	52	$	55	$	(3	)	(5	)%
Commercial mortgage	40		40		—			—
Total commercial portfolio	92		95		(3		)	(3	)
Residential mortgage	221		231		(10		)	(4	)
Home equity and other consumer loans	39		40		(1		)	(3	)
Total consumer portfolio	260		271		(11		)	(4	)
Total nonaccrual loans, before purchased credit-impaired loans	352		366		(14		)	(4	)
Purchased credit-impaired loans	9		9		—			—
Total nonaccrual loans	361		375		(14		)	(4	)
OREO	29		36		(7		)	(19	)
Total nonperforming assets	$	390	$	411	$	(21	)	(5	)%
Troubled debt restructurings:
Accruing	$	329	$	283	$	46		16	%
Nonaccruing (included in total nonaccrual loans above)	$	184	$	184	$	—		—	%
Total troubled debt restructurings	$	513	$	467	$	46		10	%

Troubled Debt Restructurings

TDRs are loans where we have granted a concession to a borrower as a result of the borrower experiencing financial difficulty and, consequently, we receive less than the current market-based compensation for loans with similar risk characteristics. Such loans are classified as impaired and are reviewed for specific reserves either individually or in pools with similar risk characteristics. Our loss mitigation strategies are designed to minimize economic loss and, at times, may result in changes to the original terms, including interest rate changes, maturity extensions, principal paydowns, covenant waivers or changes, and payment deferrals, or some combination thereof. We evaluate whether these changes to the terms and conditions of our loans meet the TDR criteria after considering the specific situation of the borrower and all relevant facts and circumstances related to the modification. For our consumer portfolio segment, TDRs are typically initially placed on nonaccrual and a minimum of six consecutive months of sustained performance is required before returning to accrual status. For our commercial portfolio segment, we generally determine accrual status for TDRs by performing an individual assessment of each loan, which may include, among other factors, borrower performance under previous loan terms.

Modifications of purchased credit-impaired loans that are accounted for within loan pools do not result in the removal of these loans from the pool even if the modification would otherwise be considered a TDR. Each pool is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Accordingly, modifications of loans within such pools are not considered TDRs.

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The following table provides a summary of TDRs by loan type, including nonaccrual loans and loans that have been returned to accrual status, as of March 31, 2015 and December 31, 2014. Refer to Note 3 to our Consolidated Financial Statements in Part I, Item 1. "Financial Statements" in this Form 10-Q for more information.

					As a Percentage of Ending Loan Balances
(Dollars in millions)	March 31, 2015		December 31, 2014		March 31, 2015		December 31, 2014
Commercial and industrial	$	154	$	100	0.55	%	0.36	%
Commercial mortgage	25		28		0.18		0.20
Total commercial portfolio	179		128		0.40		0.29
Residential mortgage	303		308		1.06		1.06
Home equity and other consumer loans	31		30		1.00		0.97
Total consumer portfolio	334		338		1.06		1.05
Total restructured loans, excluding purchased credit-impaired loans	$	513	$	466	0.67	%	0.61	%

Loans 90 Days or More Past Due and Still Accruing

Loans held for investment 90 days or more past due and still accruing totaled $4 million and $3 million at March 31, 2015 and December 31, 2014, respectively. These amounts exclude purchased credit-impaired loans, which are generally accounted for within loan pools, of $52 million and $47 million at March 31, 2015 and December 31, 2014, respectively. The past due status of individual loans included within purchased credit-impaired loan pools is not a meaningful indicator of credit quality, as potential credit losses are measured at the loan pool level against prior expectations of cash flow performance.

Concentration of Risk

Commercial and industrial loans are extended principally to corporations, middle-market businesses and small businesses and are originated primarily through our commercial banking offices. We are active in, among other sectors, finance and insurance services, real estate and leasing, oil and gas, utilities, manufacturing and wholesale trade. These industries comprise the majority of our commercial and industrial portfolio. While loans extended within these sectors comprise the majority of our commercial and industrial portfolio, no individual industry sector exceeded 10% of our total loans held for investment at either March 31, 2015 or December 31, 2014.

The Company had total loan commitments of $7.8 billion to the oil and gas sector, of which $3.9 billion were outstanding as of March 31, 2015, representing 5.1% of total loans held for investment. As of March 31, 2015, 89% of our total commitments were to exploration and production companies, 5% to integrated oil and gas borrowers, 3% to refining companies, 2% to service companies and 1% to transportation companies. As of March 31, 2015, more than 80% of our outstanding oil and gas loans were reserve-based loans. Reserve-based lending typically consists of loans collateralized with oil and gas reserves. The Company periodically resets its assumptions used to calculate a borrower's reserve value as part of its assessment of the commitment amount.

     As of March 31, 2015, criticized oil and gas loans outstanding were $159 million compared with $151 million at December 31, 2014, while nonaccruals remained flat at less than $1 million. There were no charge-offs during the quarters ended March 31, 2015 or December 31, 2014. In addition, the allowance for loan losses reflected the market conditions within the oil and gas sector as well as portfolio migration.

Construction and commercial mortgage loans are secured by deeds of trust or mortgages. Construction loans are extended primarily to commercial property developers and to residential builders. At March 31, 2015, 53% of the Company’s construction loan portfolio was concentrated in California. The commercial mortgage loan portfolio consists of loans secured by commercial income properties. At March 31, 2015, 67% of the Company’s commercial mortgage loans were made to borrowers located in California, 6% to borrowers in New York, and 7% to borrowers in the state of Washington.

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Residential mortgage loans are originated and secured by one-to-four family residential properties, through our multiple channel network, including branches, private bankers, mortgage brokers, telephone services, and web-based and mobile internet banking applications. We do not have a program for originating or purchasing subprime loan products and we hold the majority of the loans we originate.

At March 31, 2015, payment terms on 45% of our residential mortgage loans require a monthly payment that covers the full amount of interest due, but does not reduce the principal balance. At origination, these interest-only loans had strong credit profiles and had weighted average LTV ratios of approximately 66%. The remainder of the portfolio consists of regularly amortizing loans.

Home equity and other consumer loans are originated principally through our branch network and Private Banking offices. Approximately 33% and 32% of these home equity loans and lines were supported by first liens on residential properties at March 31, 2015 and December 31, 2014, respectively. To manage risk associated with lending commitments, we review all equity-secured lines annually for creditworthiness and reduce or freeze limits, to the extent permitted by laws and regulations. See Note 3 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” in this Form 10-Q for additional information on refreshed FICO scores and refreshed LTV ratios for our residential mortgage loans at March 31, 2015 and December 31, 2014.

Market Risk Management

The objective of market risk management is to mitigate any adverse impact on earnings and capital arising from changes in interest rates and other market variables. Market risk management supports our broad objective of enhancing shareholder value, which encompasses the achievement of stable earnings growth while promoting capital stability over time. Market risk is defined as the risk of loss arising from an adverse change in the market value of financial instruments caused by fluctuations in market prices or rates. The primary market risk to which we are exposed is interest rate risk. Substantially all of our interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading. These include loans, securities, deposits, borrowings and derivative financial instruments. To a much lesser degree, we are exposed to market risk in our trading portfolio.

Risk Governance

The Board, directly or through its appropriate committee, approves our ALM Policy, which governs the management of market and liquidity risks and guides our investment, derivatives, trading and funding activities. The ALM Policy establishes the Company’s risk tolerance by outlining standards for measuring market and liquidity risks, creates Board-level limits for specific market risks, establishes ALCO responsibilities and requires independent review and oversight of market and liquidity risk activities.

The RCC, composed of selected senior officers of the Company, strives, among other things, to ensure that the Company has an effective process to identify, monitor, measure, and manage market risk as required by the ALM Policy. The RCC provides the broad and strategic guidance of market risk management by defining the risk and return direction for the Company, delegating to and reviewing market risk management activities of the ALCO and by approving the investment, derivatives and trading policies that govern the Company’s activities. ALCO, as authorized by the RCC, is responsible for the management of market risk and approves specific risk management programs, including those related to interest rate hedging, investment securities, wholesale funding and trading activities.

The Treasurer is primarily responsible for the implementation of risk management strategies approved by ALCO and for operational management of market risk through the funding, investment and derivatives hedging activities of Corporate Treasury. The Company's Investment Banking and Markets segment is responsible for managing price risk through its trading activities. The Market Risk Management unit is responsible for the monitoring of market risk and functions independently of all operating and management units.

The Company has separate and distinct methods for managing the market risk associated with our asset and liability management activities and our trading activities, as described below.

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Interest Rate Risk Management (Other Than Trading)

ALCO monitors interest rate risk on a monthly basis through a variety of modeling techniques that are used to quantify the sensitivity of net interest income to changes in interest rates. Our net interest income policy measurement typically involves a simulation in which we estimate the net interest income impact of gradual parallel shifts in the yield curve of up and down 200 basis points over a 12-month horizon using a forecasted balance sheet. Due to the current and persistently low interest rate environment, the decrease of 200 basis point parallel scenario was replaced with a decrease of 100 basis point parallel scenario.

Net Interest Income Sensitivity

The table below presents the estimated increase (decrease) in net interest income given a gradual parallel shift in the yield curve up 200 basis points and down 100 basis points over a 12-month horizon.

(Dollars in millions)	March 31, 2015			December 31, 2014
Effect on net interest income:
Increase 200 basis points	$	103.0		$	107.0
as a percentage of base case net interest income	3.69		%	3.88		%
Decrease 100 basis points	$	(79.4	)	$	(68.5	)
as a percentage of base case net interest income	(2.85		)%	(2.48		)%

An increase in rates increases net interest income. During the first quarter of 2015, the Bank's asset sensitive profile decreased due to changes in both the current balance sheet composition and forecasted balance sheet activity over the next twelve months. We believe that our simulation provides management with a comprehensive view of the sensitivity of net interest income to changes in interest rates over the measurement horizon. However, as with any financial model, the underlying assumptions are inherently uncertain and subject to refinement. In particular, two significant models used in interest rate risk measurement address residential mortgage prepayment speeds and non-maturity deposit rate and balance behaviors. The mortgage prepayment model is periodically calibrated to reflect changes in customer behavior, but given the current rate and credit environment, may be prone to lowered predictive capability when determining the borrower's propensity or ability to prepay their mortgage. The deposit model uses the Company’s historical deposit pricing to forecast future deposit pricing in its scenarios. Management’s response to future rate scenarios may deviate from historic responses as the financial crisis may have changed future competitive responses and customer behaviors with respect to deposit repricing. Actual results may differ from those derived in the simulation analysis due to extraordinary market events, unanticipated changes in customer behavior, market interest rates, product pricing, and investment, funding and hedging activities.

Investment Securities

Our ALM securities portfolio includes both securities available for sale and securities held to maturity. At March 31, 2015 and December 31, 2014, our ALM securities portfolio fair values were $21.0 billion and $20.3 billion, respectively. Our ALM securities portfolio consists of securities issued by the U.S. Treasury, U.S government-sponsored agencies, RMBS, CMBS, Cash Flow CLOs, and had an expected weighted average life of 4.0 years at March 31, 2015. At March 31, 2015, approximately $6.6 billion of the portfolio was pledged to secure trust and public deposits and for other purposes as required or permitted by law. During the first quarter of 2015, we purchased $1.7 billion and sold $0.5 billion of securities, as part of our investment portfolio strategy, while $0.7 billion of ALM securities matured, were paid down, or were called. To reduce the impact of price volatility on AOCI and in consideration of changes in regulatory capital requirements under U.S. Basel III rules, the Bank increased securities held to maturity from 41% of total ALM securities at December 31, 2014 to 45% of total ALM securities at March 31, 2015.

Based on current prepayment projections, the estimated ALM securities portfolio’s effective duration was 3.2 years at March 31, 2015, compared to 3.5 years at December 31, 2014. Effective duration is a measure of price sensitivity of a bond portfolio to immediate parallel shifts in interest rates. An effective duration of 3.2 years suggests an expected price decrease of approximately 3.2% for an immediate 1.0% parallel increase in interest rates.

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In addition to our ALM securities, our securities available for sale portfolio includes approximately $1.6 billion of direct bank purchase bonds that are largely managed within our Commercial Banking operating segment. These instruments are accounted for as securities, but underwritten as loans with terms that are closely aligned with traditional commercial loan features, and are subject to national bank regulatory lending authority standards. These instruments typically are not issued in bearer form, nor are they registered with the SEC or the Depository Trust Company. Additionally, these instruments generally contain certain transferability restrictions and are not assigned external credit ratings. 

ALM and Other Risk Management Derivatives

Since December 31, 2014, the notional amount of the ALM derivatives portfolio increased by $2.5 billion as we entered into receive fixed interest rate swap contracts to hedge floating rate commercial loans.

Other risk management derivatives are primarily used to manage non-interest rate related risks. For additional discussion of derivative instruments and our hedging strategies, see Note 8 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” of this Form 10-Q and Note 12 to our Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

(Dollars in millions)	March 31, 2015		December 31, 2014			Increase (Decrease)
Total gross notional amount of ALM and other risk management derivatives
ALM derivatives:
Interest rate swap receive fixed contracts	$	12,750	$	10,250		$	2,500
Total ALM derivatives	12,750		10,250			2,500
Other risk management derivatives	477		286			191
Total ALM and other risk management derivatives	$	13,227	$	10,536		$	2,691
Fair value of ALM and other risk management derivatives
ALM derivatives:
Gross positive fair value	$	127	$	36		$	91
Gross negative fair value	—		4			(4		)
Positive (negative) fair value of ALM derivatives, net	127		32			95
Other risk management derivatives:
Gross positive fair value	3		2			1
Gross negative fair value	3		3			—
Positive (negative) fair value of other risk management derivatives, net	—		(1		)	1
Positive (negative) fair value of ALM and other risk management derivatives, net	$	127	$	31		$	96

Trading Activities

We enter into trading account activities primarily as a financial intermediary for customers and, to a much lesser extent, for our own account. By acting as a financial intermediary, we are able to provide our customers with access to a range of products from the securities, foreign exchange and derivatives markets. In acting for our own account, we may take positions in certain securities, foreign exchange and interest rate instruments, subject to various limits in amount, tenor and other respects, with the objective of generating trading profits.

We believe that the risks associated with these positions are prudently managed. We utilize a combination of position limits, VaR, and stop-loss limits, applied at an aggregated level and to various sub-components within those limits. Positions are controlled and reported both in notional and VaR terms. Our calculation of VaR estimates how high the loss in fair value might be, at a 99% confidence level, due to an adverse shift in market prices over a period of ten business days. VaR at the trading activity level is managed within the maximum limit of $14 million established by Board policy for total trading positions. The VaR model incorporates assumptions on key parameters, including holding period and historical volatility.

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Consistent with our business strategy of focusing on the sale of capital markets products to customers, we manage our trading risk exposures at relatively low levels. Our foreign exchange business continues to derive the majority of its revenue from customer-related transactions. We take trading positions with other banks only on a limited basis and we do not take any large or long-term strategic positions in the market for our own portfolio. Similarly, we continue to generate most of our securities trading income from customer-related transactions.

As of March 31, 2015, we had notional amounts of $49.1 billion of interest rate derivative contracts, $3.6 billion of foreign exchange derivative contracts and $3.5 billion of commodity derivative contracts. We enter into these agreements for the principal purpose of accommodating the needs of our customers. We generally take offsetting positions in these transactions to mitigate our exposure to market risk. As of March 31, 2015, notional amounts of $1.2 billion, $0.9 billion and $3.7 billion of foreign exchange, commodity and equity contracts, respectively, represented our exposure to the embedded bifurcated derivatives and the related hedges contained in our market-linked CDs.

The following table provides the notional value and the fair value of our trading derivatives portfolio as of March 31, 2015 and December 31, 2014, and the change in fair value between March 31, 2015 and December 31, 2014:

(Dollars in millions)	March 31, 2015		December 31, 2014		Increase (Decrease)
Total gross notional amount of positions held for trading purposes:
Interest rate contracts	$	49,081	$	46,944	$	2,137
Commodity contracts	4,414		4,741		(327		)
Foreign exchange contracts(1)	4,839		5,232		(393		)
Equity contracts	3,652		3,797		(145		)
Other contracts	—		—		—
Total	$	61,986	$	60,714	$	1,272
Fair value of positions held for trading purposes:
Gross positive fair value	$	1,954	$	1,760	$	194
Gross negative fair value	1,839		1,617		222
Positive fair value of positions, net	$	115	$	143	$	(28	)

(1) Excludes spot contracts with a notional amount of $0.5 billion and $0.7 billion at March 31, 2015 and December 31, 2014, respectively.

Liquidity Risk

Liquidity risk is the risk that the Bank's financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its contractual, including contingent, obligations. The objective of liquidity risk management is to maintain a sufficient amount of liquidity and diversity of funding sources to allow the Bank to meet obligations in both stable and adverse conditions.

The management of liquidity risk is governed by the ALM Policy under the oversight of the RCC and the Audit & Finance Committee. ALCO oversees liquidity risk management activities.  Corporate Treasury formulates the Bank’s liquidity and contingency planning strategies and is responsible for identifying, managing and reporting on liquidity risk. Market Risk Management, which is part of the Enterprise Wide Risk Reporting and Analysis unit, partners with Corporate Treasury to establish sound policy and effective risk controls. We are also subject to a Contingency Funding Plan that identifies actions to be taken to help ensure adequate liquidity if an event should occur that disrupts or adversely affects the Bank’s normal funding activities.

Liquidity risk is managed using a total balance sheet perspective that analyzes all sources and uses of liquidity including loans, investments, deposits and borrowings, as well as off-balance sheet exposures. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs. Various tools are used to measure and monitor liquidity, including pro-forma forecasting of the sources and uses of cash flows over a 12-month time horizon, stress testing of the pro-forma forecast and assessment of the Bank’s capacity to raise incremental unsecured and secured funding. Stress testing, which incorporates both bank-specific, and systemic market scenarios, as well as a combination scenario that adversely affects the Bank’s liquidity position and profile, facilitates the identification of appropriate remedial measures to help ensure that the Bank maintains adequate liquidity in adverse conditions. Such measures may include

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extending the maturity profile of liabilities, optimizing liability levels through pricing strategies, adding new funding sources, altering dependency on certain funding sources and financing or selling assets.

Our primary sources of liquidity are core deposits (described below), our securities portfolio and wholesale funding. Wholesale funding includes unsecured funds raised from interbank and other sources, both domestic and international, including both senior and subordinated debt. Also included are secured funds raised by selling securities under repurchase agreements and by borrowing from the FHLB. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity in adverse circumstances. We generally view our core deposits to be relatively stable. Secured borrowings via repurchase agreements and advances from the FHLB are also recognized as highly reliable funding sources, and we, therefore, maintain access to these sources primarily to meet our contingency funding needs.

In response to balance sheet changes, wholesale funding increased $2.2 billion to $14.4 billion at March 31, 2015 from $12.2 billion at December 31, 2014. Total deposits decreased $3.3 billion from $86.0 billion at December 31, 2014 to $82.7 billion at March 31, 2015.

Core deposits, which exclude brokered deposits, foreign time deposits and domestic time deposits greater than $250,000, provide us with a sizable source of relatively stable and low-cost funds. At March 31, 2015, our core deposits totaled $74.2 billion and our total loan-to-total core deposit ratio was 102.8%.

The Bank and the Company maintain a variety of other funding sources, secured and unsecured, which management believes will be adequate to meet the Bank and the Company's liquidity needs, including the following:

• The Bank has secured borrowing facilities with the FHLB and the Federal Reserve Bank. As of March 31, 2015, the Bank had $1.0 billion of borrowings outstanding with the FHLB, and the Bank had a remaining combined unused borrowing capacity from the FHLB and the Federal Reserve Bank of $42.1 billion.  

• Our securities portfolio provides liquidity through either securities sales or repurchase agreements. Total unpledged securities increased by $1.3 billion to $14.3 billion at March 31, 2015 from $13.0 billion at December 31, 2014. 

• The Bank has an $8.0 billion unsecured Bank Note Program. Available funding under the Bank Note Program was $1.9 billion at March 31, 2015.

• The Company has direct access to the capital markets through a shelf registration statement with the SEC. In January 2015, MUAH filed a new shelf registration statement with the SEC authorizing issuance of a total of $3.6 billion of debt and other securities, effectively terminating the prior shelf registration statement. In February 2015, MUAH issued an aggregate of $2.2 billion of senior notes from the new shelf registration statement. As of March 31, 2015, $1.4 billion of debt or other securities were available for issuance. We do not have any firm commitments in place to sell additional securities under this shelf registration statement. 

• MUAH has access to a $500 million, three-year unsecured committed line of credit from BTMU, which is available for contingent liquidity purposes.

We believe that these sources provide a stable funding base. As a result, we have not historically relied on BTMU for our normal funding needs.

Our costs and ability to raise funds in the capital markets are influenced by our credit ratings. In December 2014, Moody's confirmed our ratings and assigned a Stable outlook. In March 2015, Moody’s published a new bank ratings methodology that applies to all banks globally, including MUAH and its subsidiaries. In connection with the application of this new methodology, the Bank’s long-term deposit rating is on review for upgrade, while the Bank's long- and short-term senior unsecured debt ratings are on review for downgrade. This action by Moody's has not had a significant impact on the Company's cost of funds. Our credit ratings could also be impacted by changes in the credit ratings of BTMU and MUFG. For further information, including information about rating agency assessments, see “The Bank of Tokyo-Mitsubishi UFJ’s and Mitsubishi UFJ Financial Group’s credit ratings and financial or regulatory condition could adversely affect our operations” and "Our credit ratings are important in order to maintain liquidity" in Part I, Item 1A. "Risk Factors" in our 2014 Form 10-K, and in Part II, Item 1A. "Risk Factors" in this Form 10-Q.

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The following table provides our credit ratings as of March 31, 2015:

		MUFG Union Bank, N.A.		MUFG Americas Holdings Corporation
		Deposits	Senior Debt	Senior Debt
Standard & Poor's	Long-term	—	A+	A
	Short-term	—	A-1	A-1
Moody's	Long-term	A2	A2	A3
	Short-term	P-1	P-1	—
Fitch	Long-term	A+	A	A
	Short-term	F1	F1	F1

In September 2014, the OCC, the Federal Reserve and the FDIC jointly adopted a final rule to implement a standardized quantitative liquidity requirement generally consistent with the LCR standards established by the BCBS. The LCR rule is designed to ensure that covered banking organizations maintain an adequate level of cash and HQLA, such as central bank reserves and government and corporate debt, to meet estimated net liquidity needs in a short-term stress scenario using liquidity inflow and outflow assumptions provided in the rule (net cash outflow). An institution’s LCR is the amount of its HQLA, as defined and calculated in accordance with the reductions and limitations in the rule, divided by its net cash outflow, with the quotient expressed as a percentage. While the LCR generally applies to banking organizations with $250 billion or more in total consolidated assets or $10 billion or more in on-balance sheet foreign exposures, the final rule applies a less stringent modified LCR to BHCs that are not internationally active, but have more than $50 billion in total assets (such as the Company). Under the modified LCR rule, financial institutions must maintain, following a phase-in period, an LCR equal to at least 100% based on the entity's total projected net cash outflows over the next 30 calendar days, effectively using net cash outflow assumptions equal to 70% of the outflow assumptions prescribed for internationally active banking organizations. The phase-in period begins on January 1, 2016, with full compliance required by January 1, 2017.

The Company is currently evaluating the final rule's impact on its businesses; however, the Company expects to meet or exceed the LCR requirements within the regulatory timelines. For information regarding this rule, see "Supervision and Regulation-Regulatory Capital and Liquidity Standards-Liquidity Coverage Ratio" in Part I, Item 1. in our 2014 Form 10-K and “The effects of changes or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us” in Part I, Item 1A. “Risk Factors” in this Form 10-Q.

Operational Risk Management

Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, which includes exposure to fines, penalties, or punitive damages resulting from supervisory actions, as well as private settlements, but excludes strategic and reputational risk. In particular, information security is a significant operational risk element for the Company, and includes the risk of losses resulting from cyber attacks. See “We are subject to operational risks, including cybersecurity risks” in Part II, Item 1A. “Risk Factors” in this Form 10-Q. Operational risk is mitigated through a system of internal controls that are designed to keep these risks at appropriate levels.

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Business Segments

We have five reportable segments: Retail Banking & Wealth Markets, Commercial Banking, U.S. Corporate Banking, Transaction Banking, and Investment Banking & Markets. For a more detailed description of these reportable segments, refer to Note 12 to our Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Form 10-Q.

Unlike U.S. Generally Accepted Accounting Principles (U.S. GAAP), there is no standardized or authoritative guidance for management accounting. Consequently, reported results are not necessarily comparable with those presented by other companies and they are not necessarily indicative of the results that would be reported by our business units if they were unique economic entities. The information, set forth in the tables that follow, is prepared using various management accounting methodologies to measure the performance of the individual segments. During the normal course of business, the Company occasionally changes or updates its management accounting methodologies or organizational structure.  During 2014, the Company revised the funds transfer pricing methodology with respect to reference rates for certain commercial deposits. The Company also continued to refine its organizational structure resulting from the internal management structure implemented as part of the BTMU Americas Holdings business integration initiative. In addition, effective January 1, 2015, the Company adopted ASU 2014-01, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects", which was required to be applied retrospectively upon adoption. These investments are part of our Commercial Banking segment. Prior period results have been adjusted to reflect these changes. For a description of these methodologies, see Note 12 to our Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Form 10-Q.

Retail Banking & Wealth Markets

Retail Banking & Wealth Markets offers a range of banking products and services to individuals and small businesses, including high net worth individuals and institutional clients, delivered generally through a network of branches, private banking offices, ATMs, broker mortgage referrals, telephone services, and web-based and mobile banking applications. These products and services include mortgages, home equity lines of credit, consumer and commercial loans, deposit accounts, financial planning and investments.

The following table sets forth the results for the Retail Banking & Wealth Markets segment:

Retail Banking & Wealth Markets
	For the Three Months Ended   March 31,					Increase (Decrease)
(Dollars in millions)	2015		2014			Amount			Percent
Results of operations - Market View
Net interest income	$	324	$	347		$	(23	)	(7	)	%
Noninterest income	86		79			7			9
Total revenue	410		426			(16		)	(4	)
Noninterest expense	353		335			18			5
(Reversal of) provision for credit losses	2		(6		)	8			(133	)
Income before income taxes and including noncontrolling interests	55		97			(42		)	(43	)
Income tax expense	21		38			(17		)	(45	)
Net income attributable to MUAH	$	34	$	59		$	(25	)	(42	)
Average balances - Market View
Total loans held for investment	$	35,924	$	33,177		$	2,747		8		%
Total assets	37,530		34,773			2,757			8
Total deposits	40,394		40,306			88			—

Net interest income decreased due to lower loan yields in the first quarter of 2015, partially offset by an increase in average loans held for investment. In the first quarter of 2014, the reversal of the provision for credit losses was driven by an improvement in customer credit quality.

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Commercial Banking

Commercial Banking provides a broad spectrum of commercial credit products including commercial loans, accounts receivable, inventory, trade and real estate financing to primarily U.S. based corporate customers with annual sales generally ranging from $15 million to $2 billion. Commercial Banking offers its customers a range of noncredit services and products, which include global treasury management and capital markets solutions, foreign exchange and various interest rate risk and commodity risk management products through cooperation with other segments. Commercial Banking serves clients nationwide in general industries as well as select sector verticals through dedicated specialty groups including Oil & Gas, Entertainment, Technology, Healthcare and Nonprofit, Environmental Industries, Transportation, Aerospace/Defense, Funds Finance and Communications.

The following table sets forth the results for the Commercial Banking segment:

Commercial Banking
	For the Three Months Ended   March 31,				Increase (Decrease)
(Dollars in millions)	2015		2014		Amount			Percent
Results of operations - Market View
Net interest income	$	241	$	232	$	9		4		%
Noninterest income	49		43		6			14
Total revenue	290		275		15			5
Noninterest expense	97		88		9			10
(Reversal of) provision for credit losses	12		16		(4		)	(25	)
Income before income taxes and including noncontrolling interests	181		171		10			6
Income tax expense	53		52		1			2
Net income attributable to MUAH	$	128	$	119	$	9		8
Average balances - Market View
Total loans held for investment	$	35,469	$	29,434	$	6,035		21		%
Total assets	39,217		33,311		5,906			18
Total deposits	13,171		12,607		564			4

Net interest income increased as a result of strong organic loan growth, partially offset by a decrease in loan yields. The increase in noninterest income was primarily driven by an increase in fee income in the first quarter of 2015. The provision for credit losses reflected a deterioration in certain customers' credit quality.

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U.S. Corporate Banking

U.S. Corporate Banking provides commercial lending products, including commercial loans, lines of credit and project financing, to corporate customers with revenues generally greater than $2 billion. The segment employs an industry-focused strategy including dedicated coverage teams in General Industries, Power and Utilities, Oil and Gas, Telecom and Media, Technology, Healthcare, Public Finance, and Financial Institutions (predominantly Insurance and Asset Managers). By working with the Company's other segments, U.S. Corporate Banking offers its customers a range of noncredit services, which include global treasury management and capital market solutions, and foreign exchange and various interest rate risk and commodity risk management products.

The following table sets forth the results for the U.S. Corporate Banking segment:

U.S. Corporate Banking
	For the Three Months Ended   March 31,						Increase (Decrease)
(Dollars in millions)	2015			2014			Amount			Percent
Results of operations - Market View
Net interest income	$	45		$	36		$	9		25		%
Noninterest income	32			19			13			68
Total revenue	77			55			22			40
Noninterest expense	44			16			28			175
(Reversal of) provision for credit losses	(3		)	(16		)	13			81
Income before income taxes and including noncontrolling interests	36			55			(19		)	(35	)
Income tax expense	14			21			(7		)	(33	)
Net income attributable to MUAH	$	22		$	34		$	(12	)	(35	)
Average balances - Market View
Total loans held for investment	$	4,975		$	4,744		$	231		5		%
Total assets	5,354			5,038			316			6
Total deposits	6,122			3,536			2,586			73

Net interest income increased as a result of a higher funds transfer pricing credit due to organic deposit growth. Noninterest income and noninterest expense increased primarily due to fee income and related expenses associated with the business integration initiative. In the first quarter of 2014, the reversal of the provision for credit losses was driven by an improvement in customer credit quality.

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Transaction Banking

Transaction Banking works alongside the Company's other segments to provide working capital management and asset servicing solutions, including deposits and treasury management, trade finance, and institutional trust and custody, to the Company's customers. This segment also manages the digital banking channels for retail, small business, wealth management and commercial clients, as well as commercial product development. The client base consists of financial institutions, corporations, government agencies, insurance companies, mutual funds, investment managers and non-profit organizations.

The following table sets forth the results for the Transaction Banking segment:

Transaction Banking
	For the Three Months Ended   March 31,				Increase (Decrease)
(Dollars in millions)	2015		2014		Amount			Percent
Results of operations - Market View
Net interest income	$	115	$	105	$	10		10		%
Noninterest income	47		40		7			18
Total revenue	162		145		17			12
Noninterest expense	102		87		15			17
(Reversal of) provision for credit losses	1		1		—			—
Income before income taxes and including noncontrolling interests	59		57		2			4
Income tax expense	23		23		—			—
Net income attributable to MUAH	$	36	$	34	$	2		6
Average balances - Market View
Total loans held for investment	$	44	$	174	$	(130	)	(75	)	%
Total assets	1,713		1,504		209			14
Total deposits	36,944		31,337		5,607			18

Transaction Banking earns revenue primarily from a net interest income transfer pricing credit on deposit liabilities, as well as service charges on deposit accounts and trust management fees. Net interest income increased substantially due to organic deposit growth. Noninterest income increased due to higher trust management fees during the first quarter of 2015, while noninterest expense increased in part as a result of costs associated with higher deposit balances.

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Investment Banking & Markets

Investment Banking & Markets, which includes Global Capital Markets of the Americas, works with the Company's other segments to provide customers structured credit services, including project finance, leasing and equipment finance, and securitizations. Investment Banking & Markets also provides capital markets solutions, including syndicated loans, equity and debt underwriting, tax equity and merchant banking investments; risk management solutions, including foreign exchange, interest rate and energy risk management solutions; and facilitates merchant and investment banking-related transactions.

The following table sets forth the results for the Investment Banking & Markets segment:

Investment Banking & Markets
	For the Three Months Ended   March 31,					Increase (Decrease)
(Dollars in millions)	2015			2014		Amount			Percent
Results of operations - Market View
Net interest income	$	35		$	46	$	(11	)	(24	)	%
Noninterest income	63			50		13			26
Total revenue	98			96		2			2
Noninterest expense	53			27		26			96
(Reversal of) provision for credit losses	(14		)	15		(29		)	(193	)
Income before income taxes and including noncontrolling interests	59			54		5			9
Income tax expense	9			12		(3		)	(25	)
Net income attributable to MUAH	$	50		$	42	$	8		19
Average balances - Market View
Total loans held for investment	$	3,649		$	4,141	$	(492	)	(12	)	%
Total assets	6,258			6,534		(276		)	(4	)
Total deposits	2,914			3,549		(635		)	(18	)

Net interest income decreased as a result of lower average loan balances as well as a lower funds transfer pricing credit due to a decrease in deposit balances. Noninterest income and noninterest expense increased primarily due to fee income and related expenses associated with the business integration initiative. In the first quarter of 2015, the reversal of the provision for credit losses reflected low loss experience in the loan portfolio. In the first quarter of 2014, the provision for credit losses reflected a modest deterioration in certain customers' credit quality.

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Other

"Other" is comprised of certain corporate activities of the Company; the funds transfer pricing center and credits allocated to the reportable segments; the residual costs of support groups; the unallocated allowance; goodwill, intangible assets, and the related amortization/accretion associated with the Company's privatization transaction; the elimination of the fully taxable-equivalent basis amount; and the difference between the marginal tax rate and the consolidated effective tax rate. In addition, "Other" includes the Asian Corporate Banking segment, which offers a range of credit, deposit, and investment management products and services to companies located primarily in the U.S. that are affiliated with companies headquartered in Japan and other Asian countries; Corporate Treasury, which is responsible for ALM, wholesale funding, and the ALM investment securities and derivatives hedging portfolios; and the FDIC covered assets.

The following table sets forth the results for Other:

Other
	For the Three Months Ended   March 31,						Increase (Decrease)
(Dollars in millions)	2015			2014			Amount			Percent
Results of operations - Market View
Net interest income	$	21		$	8		$	13		163		%
Noninterest income	109			(6		)	115			nm
Total revenue	130			2			128			nm
Noninterest expense	247			109			138			127
(Reversal of) provision for credit losses	2			2			—			—
Income before income taxes and including noncontrolling interests	(119		)	(109		)	(10		)	(9	)
Income tax expense	(44		)	(41		)	(3		)	(7	)
Net income (loss) including noncontrolling interests	(75		)	(68		)	(7		)	(10	)
Deduct: net loss from noncontrolling interests	5			5			—			—
Net income attributable to MUAH	$	(70	)	$	(63	)	$	(7	)	(11	)
Average balances - Market View
Total loans held for investment	$	250		$	318		$	(68	)	(21	)	%
Total assets	26,690			28,462			(1,772		)	(6	)
Total deposits	5,730			6,995			(1,265		)	(18	)

nm not meaningful

Noninterest income and noninterest expense increased primarily due to fee income and related expenses associated with the business integration initiative.

Critical Accounting Estimates

MUAH’s Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which include management estimates and judgments. The financial information contained within our statements is, to a significant extent, financial information that is based on approximate measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. For example, we use discount factors and other assumptions to measure certain assets and liabilities. A change in the discount factor or other important assumptions could significantly increase or decrease the reported amounts of those assets and liabilities and result in either a beneficial or an adverse impact to our financial results. We use historical loss factors, adjusted for current conditions, to estimate the credit loss inherent in our loan and lease portfolios held for investment and certain off-balance sheet commitments on the balance sheet date. Actual losses could differ significantly from the loss factors that we use. Other significant estimates that we use include the valuation of certain derivatives and securities, the expected cash flows related to our acquired loans, the assumptions used in measuring our pension obligations, transfer pricing and assumptions regarding our effective tax rates.

For each financial reporting period, our most significant estimates are presented to and discussed with the Audit & Finance Committee of our Board of Directors.

Understanding our accounting policies is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, both our critical accounting estimates and our significant accounting policies are discussed in detail in our 2014 Form 10-K. There have been no material changes to these critical accounting estimates during the first quarter of 2015.

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

We are disclosing the following information pursuant to Section 13(r) of the Securities Exchange Act of 1934 (Exchange Act), which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified Executive Orders. The scope of activities that must be reported includes activities not prohibited by U.S. law and conducted outside the United States in compliance with applicable local law. Because we are indirectly wholly-owned by MUFG, a Japanese corporation, our disclosure includes activities, transactions or dealings conducted outside the United States by non-U.S. affiliates of MUFG which are not controlled by us. We have requested that MUFG provide us a description of reportable activity under Section 13(r) and have received the following information:

During the quarter ended March 31, 2015, a non-U.S. affiliate of MUFG engaged in business activities with entities in or affiliated with Iran, including counterparties owned or controlled by the Iranian government. These activities were consistent with rules and regulations applicable to MUFG’s non-U.S. affiliate. Specifically, MUFG’s non-U.S. banking subsidiary, BTMU, issued letters of credit and guarantees and provided remittance and other settlement services mainly in connection with customer transactions related to the purchase and exportation of Iranian crude oil to Japan, and in some cases, in connection with other petroleum-related transactions with Iran by its customers. These transactions did not involve U.S. dollars nor clearing services of U.S. banks for the settlement of payments, and were reviewed for compliance with applicable U.S. and non-U.S. laws and regulations. For the quarter ended March 31, 2015, the aggregate interest and fee income relating to these transactions was less than ¥30 million, representing less than 0.005 percent of MUFG’s total interest and fee income. Some of these transactions were conducted through the use of non-U.S. dollar correspondent accounts and other similar settlement accounts maintained with BTMU outside the United States by Iranian financial institutions and other entities in or affiliated with Iran. In addition to such accounts, BTMU receives deposits in Japan from and provides settlement services in Japan to fewer than ten Iranian government-related entities and fewer than 100 Iranian government-related individuals such as Iranian diplomats, and maintains settlement accounts outside the United States for certain other financial institutions specified in Executive Order 13382, which settlement accounts were frozen in accordance with applicable laws and regulations. For the quarter ended March 31, 2015, the average aggregate balance of deposits held in these accounts represented less than 0.05 percent of the average balance of MUFG’s total deposits. The fee income from the transactions attributable to these account holders was less than ¥1 million, representing less than 0.001 percent of MUFG’s total fee income. BTMU also holds loans that were arranged prior to changes in applicable laws and regulations

37

to borrowers in or affiliated with Iran, including entities owned by the Iranian government, the outstanding balance of which was less than ¥200 million, representing less than 0.001 percent of MUFG’s total loans, as of March 31, 2015. For the quarter ended March 31, 2015, the aggregate gross interest and fee income relating to these loan transactions was less than ¥20 million, representing less than 0.005 percent of MUFG’s total interest and fee income.

In addition, in accordance with the Joint Plan of Action agreed to among the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) and Iran in November 2013, BTMU has been providing settlement services in connection with humanitarian trade to assist Iran in meeting its domestic needs, namely food, agricultural products, medicine and medical devices, since April 2014. The overall framework for these settlement services was based on an agreement between U.S. and Japanese authorities, and the relevant U.S. regulator has authorized the settlement services as compliant with applicable U.S. laws and regulations. The purchasers of the humanitarian goods were entities in or affiliated with Iran, including entities related to the Iranian government. The sellers of the humanitarian goods were entities permitted by U.S. and Japanese regulators. These transactions did not involve U.S. dollars nor clearing services of U.S. banks for the settlement of payments. These transactions were conducted through the use of special purpose yen accounts maintained with BTMU outside the United States by an Iranian financial institution which is affiliated with the Iranian government but through which these transactions were permitted to be settled. We understand that BTMU intends to continue to provide the settlement services in connection with the exports of humanitarian goods to Iran in close coordination with U.S. and Japanese authorities.

We understand that BTMU will continue to limit its participation in these types of transactions mainly to arrange financing transactions relating to customer imports of Iranian crude oil into Japan or authorized exports of humanitarian goods to Iran, maintain accounts in Japan of Iranian entities and individuals, and obtain interest and fee income and repayment of principal in connection with existing loans to borrowers in or affiliated with Iran, in each case to the extent permitted by applicable laws and regulations.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

A discussion of our market risk exposure is incorporated by reference to Part I, Item 2. of this Form 10-Q under the caption “Risk Management - Market Risk Management” and to Part II, Item 1A. of this Form 10-Q under the caption “Risk Factors.”

Item 4.   Controls and Procedures

Disclosure Controls and Procedures. Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of March 31, 2015. This conclusion is based on an evaluation conducted under the supervision, and with the participation, of management. Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in this filing is recorded, processed, summarized and reported in a timely manner and in accordance with the SEC’s rules and regulations and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting. During the first quarter of 2015, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	For the Three Months Ended   March 31,
(Dollars in millions)	2015		2014
Interest Income
Loans	$	678	$	667
Securities	102		115
Other	3		5
Total interest income	783		787
Interest Expense
Deposits	52		62
Commercial paper and other short-term borrowings	1		1
Long-term debt	47		41
Total interest expense	100		104
Net Interest Income	683		683
Provision for credit losses	3		—
Net interest income after provision for credit losses	680		683
Noninterest Income
Service charges on deposit accounts	49		51
Trust and investment management fees	28		26
Trading account activities	8		16
Securities gains, net	3		2
Credit facility fees	30		28
Merchant banking fees	20		24
Brokerage commissions and fees	13		13
Card processing fees, net	8		8
Fees from affiliates	166		—
Other, net	10		13
Total noninterest income	335		181
Noninterest Expense
Salaries and employee benefits	567		388
Net occupancy and equipment	80		71
Professional and outside services	77		55
Intangible asset amortization	10		13
Regulatory assessments	13		15
Other	102		85
Total noninterest expense	849		627
Income before income taxes and including noncontrolling interests	166		237
Income tax expense	34		70
Net Income Including Noncontrolling Interests	132		167
Deduct: Net loss from noncontrolling interests	5		5
Net Income Attributable to MUAH	$	137	$	172

See accompanying notes to consolidated financial statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)

	For the Three Months Ended March 31,
(Dollars in millions)	2015			2014
Net Income Attributable to MUAH	$	137		$	172
Other Comprehensive Income (Loss), Net of Tax:
Net change in unrealized gains (losses) on cash flow hedges	52			(9		)
Net change in unrealized gains (losses) on investment securities	73			68
Foreign currency translation adjustment	(7		)	(2		)
Net change in gains (losses) on pension and other postretirement benefits	14			8
Total other comprehensive income (loss)	132			65
Comprehensive Income (Loss) Attributable to MUAH	269			237
Comprehensive loss from noncontrolling interests	(5		)	(5		)
Total Comprehensive Income (Loss)	$	264		$	232

See accompanying notes to consolidated financial statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

(Dollars in millions, except per share amount)	March 31, 2015			December 31, 2014
Assets
Cash and due from banks	$	1,735		$	1,759
Interest bearing deposits in banks	2,787			3,930
Federal funds sold and securities purchased under resale agreements	92			62
Total cash and cash equivalents	4,614			5,751
Trading account assets	1,233			1,114
Securities available for sale	13,338			13,724
Securities held to maturity (Fair value $9,333 at March 31, 2015 and $8,412 at December 31, 2014)	9,125			8,291
Loans held for investment	76,808			76,804
Allowance for loan losses	(530		)	(537		)
Loans held for investment, net	76,278			76,267
Premises and equipment, net	623			621
Goodwill	3,225			3,225
Other assets	5,262			4,630
Total assets	$	113,698		$	113,623
Liabilities
Deposits:
Noninterest bearing	$	29,854		$	30,534
Interest bearing	52,887			55,470
Total deposits	82,741			86,004
Commercial paper and other short-term borrowings	3,475			2,704
Long-term debt	8,856			6,972
Trading account liabilities	944			894
Other liabilities	2,266			1,897
Total liabilities	98,282			98,471
Commitments, contingencies and guarantees—See Note 11
Equity
MUAH stockholder's equity:
Preferred stock:
Authorized 5,000,000 shares; no shares issued or outstanding	—			—
Common stock, par value $1 per share:
Authorized 300,000,000 shares, 136,330,831 shares issued and outstanding as of March 31, 2015 and December 31, 2014	136			136
Additional paid-in capital	7,241			7,232
Retained earnings	8,420			8,283
Accumulated other comprehensive loss	(597		)	(729		)
Total MUAH stockholder's equity	15,200			14,922
Noncontrolling interests	216			230
Total equity	15,416			15,152
Total liabilities and equity	$	113,698		$	113,623

See accompanying notes to consolidated financial statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholder's Equity

(Unaudited)

	MUAH Stockholder's Equity
(Dollars in millions)	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Beginning Balance at December 31, 2013	$	136	$	7,191	$	7,512		$	(624	)	$	253		$	14,468
Cumulative effect from change in accounting principle for LIHC investments (1)	—		—		(54		)	—			—			(54		)
Adjusted Beginning Balance December 31, 2013	136		7,191		7,458			(624		)	253			14,414
Net income (loss)	—		—		172			—			(5		)	167
Other comprehensive income (loss), net of tax	—		—		—			65			—			65
Compensation—restricted stock units	—		5		—			—			—			5
Other	—		—		—			—			3			3
Net change	—		5		172			65			(2		)	240
Balance March 31, 2014	$	136	$	7,196	$	7,630		$	(559	)	$	251		$	14,654
Beginning Balance December 31, 2014	$	136	$	7,232	$	8,346		$	(729	)	$	230		$	15,215
Cumulative effect from change in accounting principle for LIHC investments (1)	—		—		(63		)	—			—			(63		)
Adjusted Beginning Balance December 31, 2014	136		7,232		8,283			(729		)	230			15,152
Net income (loss)	—		—		137			—			(5		)	132
Other comprehensive income (loss), net of tax	—		—		—			132			—			132
Compensation—restricted stock units	—		9		—			—			—			9
Other	—		—		—			—			(9		)	(9		)
Net change	—		9		137			132			(14		)	264
Balance March 31, 2015	$	136	$	7,241	$	8,420		$	(597	)	$	216		$	15,416

(1) For additional information on LIHC investments, see Note 1 and Note 4 to these unaudited condensed consolidated financial statements.

See accompanying notes to consolidated financial statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
(Dollars in millions)	2015			2014
Cash Flows from Operating Activities:
Net income including noncontrolling interests	$	132		$	167
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Reversal of) provision for credit losses	3			—
Depreciation, amortization and accretion, net	111			79
Stock-based compensation—restricted stock units	9			5
Deferred income taxes	113			93
Net gains on sales of securities	(3		)	(2		)
Net decrease (increase) in trading account assets	(119		)	11
Net decrease (increase) in other assets	(80		)	(263		)
Net increase (decrease) in trading account liabilities	50			(9		)
Net increase (decrease) in other liabilities	181			(119		)
Loans originated for sale	(362		)	(132		)
Net proceeds from sale of loans originated for sale	291			100
Pension and other postretirement benefits adjustment	(158		)	(92		)
Other, net	—			(3		)
Total adjustments	36			(332		)
Net cash provided by (used in) operating activities	168			(165		)
Cash Flows from Investing Activities:
Proceeds from sales of securities available for sale	324			334
Proceeds from paydowns and maturities of securities available for sale	441			511
Purchases of securities available for sale	(485		)	(328		)
Proceeds from paydowns and maturities of securities held to maturity	377			161
Purchases of securities held to maturity	(1,146		)	(1,482		)
Proceeds from sales of loans	36			2
Net decrease (increase) in loans	(91		)	(1,603		)
Purchases of other investments	(77		)	(52		)
Other, net	(52		)	(51		)
Net cash provided by (used in) investing activities	(673		)	(2,508		)
Cash Flows from Financing Activities:
Net increase (decrease) in deposits	(3,263		)	1,078
Net increase (decrease) in commercial paper and other short-term borrowings	771			97
Proceeds from issuance of long-term debt	2,697			—
Repayment of long-term debt	(817		)	—
Other, net	(11		)	—
Change in noncontrolling interests	(9		)	2
Net cash provided by (used in) financing activities	(632		)	1,177
Net change in cash and cash equivalents	(1,137		)	(1,496		)
Cash and cash equivalents at beginning of period	5,751			6,203
Cash and cash equivalents at end of period	$	4,614		$	4,707
Cash Paid During the Period For:
Interest	$	76		$	93
Income taxes, net	21			(5		)
Supplemental Schedule of Noncash Investing and Financing Activities:
Net transfer of loans held for investment to loans held for sale	80			1
Transfer of loans held for investment to other real estate owned assets	3			2

See accompanying notes to consolidated financial statements.

43

Note 1—Summary of Significant Accounting Policies and Nature of Operations

MUFG Americas Holdings Corporation (MUAH) is a financial holding company and bank holding company whose principal subsidiary is MUFG Union Bank, N.A. (the Bank or MUB). MUAH provides a wide range of financial services to consumers, small businesses, middle-market companies and major corporations nationally and internationally. The unaudited Consolidated Financial Statements of MUFG Americas Holdings Corporation, its subsidiaries, and its consolidated variable interest entities (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial reporting and the instructions to Form 10-Q and Rule 10-1 of Regulation S-X of the Rules and Regulations of the SEC. However, they do not include all of the disclosures necessary for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the first quarter of 2015 are not necessarily indicative of the operating results anticipated for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 (2014 Form 10-K).

The preparation of financial statements in conformity with U.S. GAAP also requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Although such estimates contemplate current conditions and management’s expectations of how they may change in the future, it is reasonably possible that actual results could differ significantly from those estimates. This could materially affect the Company’s results of operations and financial condition in the near term. Significant estimates made by management in the preparation of the Company’s financial statements include, but are not limited to, the fair value of assets acquired and liabilities assumed, the evaluation of other-than-temporary impairment on investment securities (Note 2), the allowance for credit losses (Note 3), purchased credit-impaired loans (Note 3), goodwill impairment, income taxes, fair value of financial instruments (Note 7), hedge accounting (Note 8) and pension accounting (Note 10).

During the fourth quarter of 2014, the Company identified that certain noncash items related to the amortization and accretion of interest income and expense on loans held for investment, and activities related to loan syndications, had been reported as cash flows from investing activities but should have been presented as cash flows from operating activities.  The loan syndication activities were also incorrectly reported as noncash transfers from loans held for investment to loans held for sale in the supplemental schedule of noncash investing and financing activities. The Company corrected the March 31, 2014 presentation to appropriately reflect the presentation adopted in the fourth quarter of 2014. The Company has evaluated the effect of the incorrect presentation and determined that the errors were not material, either individually or in the aggregate, to any of the Company’s previously filed annual or quarterly consolidated financial statements.

44

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

The following tables display the affected line items for three months ended March 31, 2014:

	For the Three Months Ended March 31, 2014
(Dollars in millions)	As Previously Reported			Reclassification Amounts			As Revised
Cash Flows from Operating Activities:
Depreciation, amortization and accretion, net	$	101		$	(22	)	$	79
Loans originated for sale	(68		)	(64		)	(132		)
Net proceeds from sale of loans originated for sale	69			31			100
Net cash provided by (used in) operating activities	(110		)	(55		)	(165		)
Cash Flows from Investing Activities:
Proceeds from sales of loans	33			(31		)	2
Net decrease (increase) in loans	(1,689		)	86			(1,603		)
Net cash provided by (used in) investing activities	(2,563		)	55			(2,508		)
Cash Flows from Financing Activities:
Net cash provided by (used in) financing activities	1,177			—			1,177
Net change in cash and cash equivalents	$	(1,496	)	$	—		$	(1,496	)
Supplemental Schedule of Noncash Investing and Financing Activities:
Net transfer of loans held for investment to loans held for sale	$	65		$	(64	)	$	1

Recently Adopted Accounting Pronouncements

Effective January 1, 2015, the Company adopted ASU 2014-01, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects."

As a result of adopting ASU 2014-1, the Company made an accounting policy election to account for its LIHC investments under the proportional amortization method, when such requirements are met to apply that methodology. Under the proportional amortization method, the Company amortizes the initial investment in proportion to the tax credits and other tax benefits allocated to the Company, with amortization recognized in the income statement as a component of income tax expense. Adoption of this guidance was required to be made retrospectively.

45

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

The consolidated balance sheet as of December 31, 2014; the changes in stockholder's equity for the three months ended March 31, 2014; and consolidated statements of income and comprehensive income for the three months ended March 31, 2014 have been adjusted to reflect adoption of this guidance as follows:

	December 31, 2014
(Dollars in millions)	As Previously Reported		Adjustment			As Reported Under New Guidance
Other assets	$	4,685	$	(55	)	$	4,630
Other liabilities	1,889		8			1,897
Retained earnings	8,346		(63		)	8,283

	December 31, 2013
(Dollars in millions)	As Previously Reported		Adjustment			As Reported Under New Guidance
Retained earnings	$	7,512	$	(54	)	$	7,458

		For the Three Months Ended
		March 31, 2014
(Dollars in millions)		As Previously Reported		Adjustment			As Reported Under New Guidance
Noninterest expense
	Other	$	102	$	(17	)	$	85
Income before income taxes and including noncontrolling interests		220		17			237
Income tax expense		50		20			70
Net Income Attributable to MUAH		$	175	$	(3	)	$	172

Recently Issued Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-9, Revenue from Contracts with Customers, which provides guidance on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard applies to all contracts with customers, except financial instruments, guarantees, lease contracts, insurance contracts, and certain non-monetary exchanges. It provides the following five-step revenue recognition model: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, the standard requires additional disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The standard is effective for interim and annual periods beginning on January 1, 2017. Management is currently assessing the impact of this guidance on the Company’s financial position and results of operations.

46

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period

In June 2014, the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which provides guidance that a performance target that affects vesting of a share-based payment and that could be achieved after the completion of the employee’s requisite service period is a performance condition under the accounting guidance for share-based awards.The standard clarifies that the performance target would not be reflected in estimating the fair value of the award at the grant date. Instead, compensation cost for the award would be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The guidance is effective for interim and annual periods beginning on January 1, 2016, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.

Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity

In November 2014, the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which provides guidance on identifying whether the host contract in certain hybrid instruments is in the form of debt or equity. Such identification impacts the analysis of whether an embedded derivative exists in the instrument. The standard requires an entity to determine the nature of the host contract by considering all stated and implied substantive terms and features of the hybrid financial instrument, weighing each term and feature on the basis of the relevant facts and circumstances (commonly referred to as the whole-instrument approach). Under this approach, an entity would determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The guidance is effective for interim and annual periods beginning on January 1, 2016, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or result of operations.

Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items

In January 2015, the FASB issued ASU 2015-01, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items, which eliminates the need to determine whether to classify an item as an extraordinary item in the income statement. Under current guidance, a reporting entity is required to separately classify, present and disclose extraordinary events apart from events that are unusual in nature or occur infrequently (but not both). The existing presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be expanded to include items that are both unusual in nature and occur infrequently. The guidance is effective for interim and annual periods beginning on January 1, 2016, with early adoption permitted. The guidance may be applied either prospectively or retrospectively. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.

Amendments to the Consolidation Analysis

In February 2015, the FASB issued ASU 2015-02, which is intended to improve current GAAP by making changes to targeted areas of the consolidation guidance. This standard simplifies current GAAP as it reduces the number of consolidation models by eliminating specialized consolidation guidance for certain investment funds that are exempt from applying the VIE model. The standard also changes the determination of whether limited partnerships and similar entities are VIEs or voting interest entities, the evaluation of the fees paid to decision makers and the application of the related-party guidance in determining whether a controlling financial interest exists. The guidance is effective for periods beginning on January 1, 2016, with early adoption permitted. The standard may be applied using a modified or full retrospective approach.  Management is currently evaluating the impact to the Company’s financial position and results of operations.

47

Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, which now requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by these amendments. The guidance is effective for periods beginning on January 1, 2016, with early adoption permitted and the standard must be applied retrospectively. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or result of operations.

Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets

In April 2015, the FASB issued ASU 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets, which provides an employer whose fiscal year-end does not coincide with a calendar month-end a practical expedient to measure defined benefit retirement obligations and related plan assets using the month-end that is closest to its fiscal year-end (rather than the exact date of the fiscal year-end). For an employer that has a significant event in an interim period that calls for a remeasurement of defined benefit plan assets and obligations (such as a plan amendment, settlement, or curtailment), the ASU also provide a practical expedient that permits the employer to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event (rather than the exact date of the event). The guidance is effective for interim and annual periods beginning on January 1, 2016, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.

Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. Instead, an entity would be required to include those investments as a reconciling line item so that the total fair value amount of investments in the disclosure is consistent with the amount on the balance sheet. The guidance is effective for interim and annual periods beginning on January 1, 2016 and should be applied retrospectively to all periods presented. Earlier application is permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.

48

Note 2—Securities

Securities Available for Sale

At March 31, 2015 and December 31, 2014, the amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities are presented below.

	March 31, 2015
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset Liability Management securities:
U.S. Treasury	$	147	$	2	$	—	$	149
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	7,249		9		30		7,228
Privately issued	155		2		1		156
Privately issued - commercial mortgage-backed securities	1,573		33		2		1,604
Collateralized loan obligations	2,503		4		20		2,487
Other	8		1		—		9
Asset Liability Management securities	11,635		51		53		11,633
Other debt securities:
Direct bank purchase bonds	1,626		44		23		1,647
Other	50		—		1		49
Equity securities	8		2		1		9
Total securities available for sale	$	13,319	$	97	$	78	$	13,338

	December 31, 2014
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset Liability Management securities:
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	$	7,649	$	2	$	91	$	7,560
Privately issued	166		3		1		168
Privately issued - commercial mortgage-backed securities	1,689		15		13		1,691
Collateralized loan obligations	2,527		4		37		2,494
Other	8		1		—		9
Asset Liability Management securities	12,039		25		142		11,922
Other debt securities:
Direct bank purchase bonds	1,719		49		27		1,741
Other	53		—		1		52
Equity securities	8		2		1		9
Total securities available for sale	$	13,819	$	76	$	171	$	13,724

49

Note 2—Securities (Continued)

The Company’s securities available for sale with a continuous unrealized loss position at March 31, 2015 and December 31, 2014 are shown below, identified for periods less than 12 months, and 12 months or more.

	March 31, 2015
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset Liability Management securities:
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	$	2,664	$	8	$	2,672	$	22	$	5,336	$	30
Privately issued	2		—		47		1		49		1
Privately issued - commercial mortgage-backed securities	204		1		95		1		299		2
Collateralized loan obligations	583		2		1,385		18		1,968		20
Other	—		—		1		—		1		—
Asset Liability Management securities	3,453		11		4,200		42		7,653		53
Other debt securities:
Direct bank purchase bonds	59		2		918		21		977		23
Other	—		—		22		1		22		1
Equity securities	1		1		5		—		6		1
Total securities available for sale	$	3,513	$	14	$	5,145	$	64	$	8,658	$	78

	December 31, 2014
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset Liability Management securities:
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	$	611	$	1	$	6,258	$	90	$	6,869	$	91
Privately issued	9		—		49		1		58		1
Privately issued - commercial mortgage-backed securities	143		—		842		13		985		13
Collateralized loan obligations	657		6		1,481		31		2,138		37
Other	—		—		1		—		1		—
Asset Liability Management securities	1,420		7		8,631		135		10,051		142
Other debt securities:
Direct bank purchase bonds	75		3		937		24		1,012		27
Other	—		—		22		1		22		1
Equity securities	1		1		5		—		6		1
Total securities available for sale	$	1,496	$	11	$	9,595	$	160	$	11,091	$	171

At March 31, 2015, the Company did not have the intent to sell any securities in an unrealized loss position before a recovery of the amortized cost, which may be at maturity. The Company also believes that it is more likely than not that it will not be required to sell the securities prior to recovery of amortized cost.

Agency residential mortgage-backed securities consist of securities guaranteed by a U.S. government agency or a government-sponsored agency such as Fannie Mae, Freddie Mac or Ginnie Mae. These securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. The unrealized losses on agency residential mortgage-backed securities resulted from changes in interest rates and not from changes in credit quality. At March 31, 2015, the Company expects to recover the entire amortized cost basis of these securities because the Company determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Company from losses.

50

Note 2—Securities (Continued)

Commercial mortgage-backed securities are collateralized by commercial mortgage loans and are generally subject to prepayment penalties. The unrealized losses on commercial mortgage-backed securities resulted from higher market yields since purchase. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost. Based on the analysis performed as of March 31, 2015, the Company expects to recover the entire amortized cost basis of these securities.

The Company’s CLOs consist of Cash Flow CLOs. A Cash Flow CLO is a structured finance product that securitizes a diversified pool of loan assets into multiple classes of notes. Cash Flow CLOs pay the note holders through the receipt of interest and principal repayments from the underlying loans unlike other types of CLOs that pay note holders through the trading and sale of underlying collateral. Unrealized losses typically arise from widening credit spreads and deteriorating credit quality of the underlying collateral. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost. Based on the analysis performed as of March 31, 2015, the Company expects to recover the entire amortized cost basis of these securities.

Other debt securities primarily consist of direct bank purchase bonds, which are not rated by external credit rating agencies. The unrealized losses on these bonds resulted from a higher return on capital expected by the secondary market compared with the return on capital required at the time of origination when the bonds were purchased. The Company estimated the unrealized loss for each security by assessing the underlying collateral of each security. The Company estimates the portion of loss attributable to credit based on the expected cash flows of the underlying collateral using estimates of current key assumptions, such as probability of default and loss severity. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost and potential impairment is identified. Based on the analysis performed as of March 31, 2015, the Company expects to recover the entire amortized cost basis of these securities.

The fair value of debt securities available for sale by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	March 31, 2015
(Dollars in millions)	One Year or Less		Over One Year Through Five Years		Over Five Years Through Ten Years		Over Ten Years		Total Fair Value
Asset Liability Management securities:
U.S. Treasury	$	—	$	149	$	—	$	—	$	149
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	—		11		437		6,780		7,228
Privately issued	—		4		—		152		156
Commercial mortgage-backed securities	—		—		37		1,567		1,604
Collateralized loan obligations	30		54		806		1,597		2,487
Other	—		2		7		—		9
Asset Liability Management securities	30		220		1,287		10,096		11,633
Other debt securities:
Direct bank purchase bonds	12		503		675		457		1,647
Other	3		12		2		32		49
Total debt securities available for sale	$	45	$	735	$	1,964	$	10,585	$	13,329

51

Note 2—Securities (Continued)

The proceeds from sales of securities available for sale and gross realized gains and losses are shown below. The specific identification method is used to calculate realized gains and losses on sales.

	For the Three Months Ended March 31,
(Dollars in millions)	2015		2014
Proceeds from sales	$	324	$	334
Gross realized gains	5		2
Gross realized losses	—		—

Securities Held to Maturity

The securities held to maturity consist of residential mortgage-backed securities, commercial mortgage-backed securities, U.S. Treasury securities and U.S. government-sponsored agencies. Management has asserted the positive intent and ability to hold these securities to maturity. At March 31, 2015 and December 31, 2014, the amortized cost, gross unrealized gains and losses recognized in other comprehensive income (OCI), carrying amount, gross unrealized gains and losses not recognized in OCI, and fair values of securities held to maturity are presented below.

	March 31, 2015
			Recognized in OCI						Not Recognized in OCI
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	487	$	—	$	—	$	487	$	10	$	—	$	497
U.S. government-sponsored agencies	497		—		—		497		1		—		498
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	6,479		5		63		6,421		127		3		6,545
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	1,800		—		80		1,720		75		2		1,793
Total securities held to maturity	$	9,263	$	5	$	143	$	9,125	$	213	$	5	$	9,333

	December 31, 2014
			Recognized in OCI						Not Recognized in OCI
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	486	$	—	$	—	$	486	$	3	$	—	$	489
U.S. government-sponsored agencies	125		—		—		125		—		—		125
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	6,002		6		66		5,942		76		5		6,013
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	1,820		—		82		1,738		53		6		1,785
Total securities held to maturity	$	8,433	$	6	$	148	$	8,291	$	132	$	11	$	8,412

For securities held to maturity, the amount recognized in OCI primarily reflects the unrealized gain or loss at date of transfer to the held to maturity classification, net of amortization. Amortized cost is defined as the original purchase cost, adjusted for any accretion or amortization of a purchase discount or premium, less principal payments and any impairment previously recognized in earnings.

52

Note 2—Securities (Continued)

The Company’s securities held to maturity with a continuous unrealized loss position at March 31, 2015 and December 31, 2014 are shown below, separately for periods less than 12 months, and 12 months or more.

	March 31, 2015
	Less than 12 months						12 months or more						Total
			Unrealized Losses						Unrealized Losses						Unrealized Losses
(Dollars in millions)	Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI
U.S. government-sponsored agencies	$	200	$	—	$	—	$	—	$	—	$	—	$	200	$	—	$	—
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	503		—		3		1,976		63		—		2,479		63		3
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	47		—		—		1,561		80		2		1,608		80		2
Total securities held to maturity	$	750	$	—	$	3	$	3,537	$	143	$	2	$	4,287	$	143	$	5

	December 31, 2014
	Less than 12 months						12 months or more						Total
			Unrealized Losses						Unrealized Losses						Unrealized Losses
(Dollars in millions)	Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	$	399	$	—	$	1	$	2,341	$	66	$	4	$	2,740	$	66	$	5
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	134		—		—		1,552		82		6		1,686		82		6
Total securities held to maturity	$	533	$	—	$	1	$	3,893	$	148	$	10	$	4,426	$	148	$	11

The carrying amount and fair value of securities held to maturity by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	March 31, 2015
	Over One Year Through Five Years				Over Five Years Through Ten Years				Over Ten Years				Total
(Dollars in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
U.S. Treasury	$	487	$	497	$	—	$	—	$	—	$	—	$	487	$	497
U.S. government-sponsored agencies	75		75		422		423		—		—		497		498
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	—		—		—		—		6,421		6,545		6,421		6,545
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	49		51		794		853		877		889		1,720		1,793
Total securities held to maturity	$	611	$	623	$	1,216	$	1,276	$	7,298	$	7,434	$	9,125	$	9,333

53

Note 2—Securities (Continued)

Securities Collateral

Transactions involving purchases of securities under agreements to resell (reverse repurchase agreements or reverse repos) or sales of securities under agreements to repurchase (repurchase agreements or repos) are accounted for as collateralized financings except where the Company does not have an agreement to sell (or purchase) the same or substantially the same securities before maturity at a fixed or determinable price. The Company’s policy is to obtain possession of collateral with a market value equal to or in excess of the principal amount loaned under resale agreements. Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

At March 31, 2015, the Company had $6.4 billion of securities pledged as collateral to secure public and trust deposits, of which $6.3 billion were classified as available for sale and $0.1 billion were classified as held to maturity. The secured party cannot resell or repledge these securities.

At March 31, 2015 and December 31, 2014, the Company accepted securities as collateral for reverse repurchase agreements that it is permitted by contract to sell or repledge of $86 million and $61 million, respectively, none of which has been repledged. These securities were received as collateral for secured lending activities and are not recognized on the Company's balance sheet.

For further information related to the Company's significant accounting policies on securities pledged as collateral, see Note 1 to the Consolidated Financial Statements in Part II, Item 8. "Financial Statements and Supplementary Data" in our 2014 Form 10-K.

Note 3—Loans and Allowance for Loan Losses

The following table provides the outstanding balances of loans at March 31, 2015 and December 31, 2014:

(Dollars in millions)	March 31, 2015			December 31, 2014
Loans held for investment:
Commercial and industrial	$	27,979		$	27,623
Commercial mortgage	13,923			14,016
Construction	1,996			1,746
Lease financing	776			800
Total commercial portfolio	44,674			44,185
Residential mortgage	28,558			28,977
Home equity and other consumer loans	3,081			3,117
Total consumer portfolio	31,639			32,094
Total loans held for investment, before purchased credit-impaired loans	76,313			76,279
Purchased credit-impaired loans(1)	495			525
Total loans held for investment(2)	76,808			76,804
Allowance for loan losses	(530		)	(537		)
Loans held for investment, net	$	76,278		$	76,267

(1) Includes $116 million and $126 million as of March 31, 2015 and December 31, 2014, respectively, of loans for which the Company will be reimbursed a portion of any future losses under the terms of the FDIC loss share agreements.

(2) Includes $150 million and $151 million at March 31, 2015 and December 31, 2014, respectively, for net unamortized discounts and premiums and deferredfees and costs.

54

Note 3—Loans and Allowance for Loan Losses (Continued)

Allowance for Loan Losses

The following tables provide a reconciliation of changes in the allowance for loan losses by portfolio segment:

	For the Three Months Ended March 31, 2015
(Dollars in millions)	Commercial			Consumer			Purchased Credit- Impaired		Unallocated		Total
Allowance for loan losses, beginning of period	$	465		$	49		$	3	$	20	$	537
(Reversal of) provision for loan losses	(5		)	2			—		—		(3		)
Other	(1		)	—			—		—		(1		)
Loans charged-off	(4		)	(3		)	—		—		(7		)
Recoveries of loans previously charged-off	4			—			—		—		4
Allowance for loan losses, end of period	$	459		$	48		$	3	$	20	$	530

	For the Three Months Ended March 31, 2014
(Dollars in millions)	Commercial			Consumer			Purchased Credit- Impaired		Unallocated			Total
Allowance for loan losses, beginning of period	$	421		$	69		$	1	$	77		$	568
(Reversal of) provision for loan losses	51			(12		)	2		(57		)	(16		)
Other	(1		)	—			—		—			(1		)
Loans charged-off	(6		)	(3		)	—		—			(9		)
Recoveries of loans previously charged-off	14			1			—		—			15
Allowance for loan losses, end of period	$	479		$	55		$	3	$	20		$	557

The following tables show the allowance for loan losses and related loan balances by portfolio segment as of March 31, 2015 and December 31, 2014:

	March 31, 2015
(Dollars in millions)	Commercial		Consumer		Purchased Credit- Impaired		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	20	$	16	$	—	$	—	$	36
Collectively evaluated for impairment	439		32		—		20		491
Purchased credit-impaired loans	—		—		3		—		3
Total allowance for loan losses	$	459	$	48	$	3	$	20	$	530
Loans held for investment:
Individually evaluated for impairment	$	204	$	333	$	1	$	—	$	538
Collectively evaluated for impairment	44,470		31,306		—		—		75,776
Purchased credit-impaired loans	—		—		494		—		494
Total loans held for investment	$	44,674	$	31,639	$	495	$	—	$	76,808

55

Note 3—Loans and Allowance for Loan Losses (Continued)

	December 31, 2014
(Dollars in millions)	Commercial		Consumer		Purchased Credit- Impaired		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	18	$	16	$	—	$	—	$	34
Collectively evaluated for impairment	447		33		—		20		500
Purchased credit-impaired loans	—		—		3		—		3
Total allowance for loan losses	$	465	$	49	$	3	$	20	$	537
Loans held for investment:
Individually evaluated for impairment	$	164	$	338	$	1	$	—	$	503
Collectively evaluated for impairment	44,021		31,756		—		—		75,777
Purchased credit-impaired loans	—		—		524		—		524
Total loans held for investment	$	44,185	$	32,094	$	525	$	—	$	76,804

Nonaccrual and Past Due Loans

The following table presents nonaccrual loans as of March 31, 2015 and December 31, 2014:

(Dollars in millions)	March 31, 2015		December 31, 2014
Commercial and industrial	$	52	$	55
Commercial mortgage	40		40
Total commercial portfolio	92		95
Residential mortgage	221		231
Home equity and other consumer loans	39		40
Total consumer portfolio	260		271
Total nonaccrual loans, before purchased credit-impaired loans	352		366
Purchased credit-impaired loans	9		9
Total nonaccrual loans	$	361	$	375
Troubled debt restructured loans that continue to accrue interest	$	329	$	283
Troubled debt restructured nonaccrual loans (included in the total nonaccrual loans above)	$	184	$	184

The following table shows an aging of the balance of loans held for investment, excluding purchased credit-impaired loans, by class as of March 31, 2015 and December 31, 2014:

	March 31, 2015
	Aging Analysis of Loans
(Dollars in millions)	Current		30 to 89 Days Past Due		90 Days or More Past Due		Total Past Due		Total
Commercial and industrial	$	28,716	$	28	$	11	$	39	$	28,755
Commercial mortgage	13,890		24		9		33		13,923
Construction	1,996		—		—		—		1,996
Total commercial portfolio	44,602		52		20		72		44,674
Residential mortgage	28,408		89		61		150		28,558
Home equity and other consumer loans	3,052		17		12		29		3,081
Total consumer portfolio	31,460		106		73		179		31,639
Total loans held for investment, excluding purchased credit-impaired loans	$	76,062	$	158	$	93	$	251	$	76,313

56

Note 3—Loans and Allowance for Loan Losses (Continued)

	December 31, 2014
	Aging Analysis of Loans
(Dollars in millions)	Current		30 to 89 Days Past Due		90 Days or More Past Due		Total Past Due		Total
Commercial and industrial	$	28,392	$	19	$	12	$	31	$	28,423
Commercial mortgage	13,991		21		4		25		14,016
Construction	1,744		2		—		2		1,746
Total commercial portfolio	44,127		42		16		58		44,185
Residential mortgage	28,802		112		63		175		28,977
Home equity and other consumer loans	3,084		20		13		33		3,117
Total consumer portfolio	31,886		132		76		208		32,094
Total loans held for investment, excluding purchased credit-impaired loans	$	76,013	$	174	$	92	$	266	$	76,279

The Company's loans 90 days or more past due and still accruing totaled $4 million and $3 million at March 31, 2015 and December 31, 2014, respectively. Purchased credit-impaired loans that were 90 days or more past due and still accruing totaled $52 million and $47 million at March 31, 2015 and December 31, 2014, respectively.

Credit Quality Indicators

Management analyzes the Company’s loan portfolios by applying specific monitoring policies and procedures that vary according to the relative risk profile and other characteristics within the various loan portfolios. For further information related to the credit quality indicators the Company uses to monitor the portfolio, see Note 4 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

The following tables summarize the loans in the commercial portfolio segment and commercial loans within the purchased credit-impaired loans segment monitored for credit quality based on internal ratings, excluding $90 million and $98 million covered by FDIC loss share agreements, at March 31, 2015 and December 31, 2014, respectively. The amounts presented reflect unpaid principal balances less charge-offs.

	March 31, 2015
(Dollars in millions)	Pass		Special Mention		Classified		Total
Commercial and industrial	$	27,637	$	584	$	415	$	28,636
Construction	1,977		20		—		1,997
Commercial mortgage	13,441		131		177		13,749
Total commercial portfolio	43,055		735		592		44,382
Purchased credit-impaired loans	45		40		111		196
Total	$	43,100	$	775	$	703	$	44,578

	December 31, 2014
(Dollars in millions)	Pass		Special Mention		Classified		Total
Commercial and industrial	$	27,471	$	452	$	360	$	28,283
Construction	1,729		18		—		1,747
Commercial mortgage	13,522		128		183		13,833
Total commercial portfolio	42,722		598		543		43,863
Purchased credit-impaired loans	37		38		128		203
Total	$	42,759	$	636	$	671	$	44,066

57

Note 3—Loans and Allowance for Loan Losses (Continued)

The Company monitors the credit quality of its consumer portfolio segment and consumer loans within the purchased credit-impaired loans segment based primarily on payment status. The following tables summarize the loans in the consumer portfolio segment and purchased credit-impaired loans segment, which excludes $26 million and $28 million of loans covered by FDIC loss share agreements, at March 31, 2015 and December 31, 2014, respectively:

	March 31, 2015
(Dollars in millions)	Accrual		Nonaccrual		Total
Residential mortgage	$	28,337	$	221	$	28,558
Home equity and other consumer loans	3,042		39		3,081
Total consumer portfolio	31,379		260		31,639
Purchased credit-impaired loans	183		—		183
Total	$	31,562	$	260	$	31,822

	December 31, 2014
(Dollars in millions)	Accrual		Nonaccrual		Total
Residential mortgage	$	28,746	$	231	$	28,977
Home equity and other consumer loans	3,077		40		3,117
Total consumer portfolio	31,823		271		32,094
Purchased credit-impaired loans	196		—		196
Total	$	32,019	$	271	$	32,290

The Company also monitors the credit quality for substantially all of its consumer portfolio segment using credit scores provided by FICO and refreshed LTV ratios. FICO credit scores are refreshed at least quarterly to monitor the quality of the portfolio. Refreshed LTV measures the principal balance of the loan as a percentage of the estimated current value of the property securing the loan. Home equity loans are evaluated using combined LTV, which measures the principal balance of the combined loans that have liens against the property (including unused credit lines for home equity products) as a percentage of the estimated current value of the property securing the loans. The LTV ratios are refreshed on a quarterly basis, using the most recent home pricing index data available for the property location. 

The following tables summarize the loans in the consumer portfolio segment and consumer loans within the purchased credit-impaired loans segment monitored for credit quality based on refreshed FICO scores and refreshed LTV ratios at March 31, 2015 and December 31, 2014. These tables exclude loans covered by FDIC loss share agreements, as discussed above. The amounts presented reflect unpaid principal balances less partial charge-offs.

	March 31, 2015
	FICO scores
(Dollars in millions)	720 and above			Below 720			No FICO Available(1)			Total
Residential mortgage	$	22,234		$	5,561		$	502		$	28,297
Home equity and other consumer loans	2,170			764			82			3,016
Total consumer portfolio	24,404			6,325			584			31,313
Purchased credit-impaired loans	69			102			12			183
Total	$	24,473		$	6,427		$	596		$	31,496
Percentage of total	78		%	20		%	2		%	100		%

58

Note 3—Loans and Allowance for Loan Losses (Continued)

	December 31, 2014
	FICO scores
(Dollars in millions)	720 and above			Below 720			No FICO Available(1)			Total
Residential mortgage	$	22,505		$	5,717		$	493		$	28,715
Home equity and other consumer loans	2,209			754			83			3,046
Total consumer portfolio	24,714			6,471			576			31,761
Purchased credit-impaired loans	73			111			13			197
Total	$	24,787		$	6,582		$	589		$	31,958
Percentage of total	77		%	21		%	2		%	100		%

(1) Represents loans for which management was not able to obtain an updated FICO score (e.g., due to recent profile changes).

	March 31, 2015
	LTV ratios
(Dollars in millions)	Less than or Equal to 80 Percent			Greater than 80 and Less than 100 Percent			Greater than or Equal to 100 Percent			No LTV Available(1)			Total
Residential mortgage	$	26,644		$	1,515		$	85		$	53		$	28,297
Home equity loans	2,291			264			114			51			2,720
Total consumer portfolio	28,935			1,779			199			104			31,017
Purchased credit-impaired loans	125			41			15			1			182
Total	$	29,060		$	1,820		$	214		$	105		$	31,199
Percentage of total	93		%	6		%	1		%	—		%	100		%

	December 31, 2014
	LTV ratios
(Dollars in millions)	Less than or Equal to 80 Percent			Greater than 80 and Less than 100 Percent			Greater than or Equal to 100 Percent			No LTV Available(1)			Total
Residential mortgage	$	27,162		$	1,430		$	92		$	31		$	28,715
Home equity loans	2,364			270			118			50			2,802
Total consumer portfolio	29,526			1,700			210			81			31,517
Purchased credit-impaired loans	131			45			18			1			195
Total	$	29,657		$	1,745		$	228		$	82		$	31,712
Percentage of total	94		%	5		%	1		%	—		%	100		%

(1) Represents loans for which management was not able to obtain refreshed property values.

59

Note 3—Loans and Allowance for Loan Losses (Continued)

Troubled Debt Restructurings

The following table provides a summary of the Company’s recorded investment in TDRs as of March 31, 2015 and December 31, 2014. The summary includes those TDRs that are on nonaccrual status and those that continue to accrue interest. The Company had $30 million and $33 million in commitments to lend additional funds to borrowers with loan modifications classified as TDRs as of March 31, 2015 and December 31, 2014, respectively.

(Dollars in millions)	March 31, 2015		December 31, 2014
Commercial and industrial	$	154	$	100
Commercial mortgage	25		28
Total commercial portfolio	179		128
Residential mortgage	303		308
Home equity and other consumer loans	31		30
Total consumer portfolio	334		338
Total restructured loans, excluding purchased credit-impaired loans	$	513	$	466

For the first quarter of 2015, TDR modifications in the commercial portfolio segment were primarily composed of interest rate changes, maturity extensions, covenant waivers, conversions from revolving lines of credit to term loans, or some combination thereof. In the consumer portfolio segment, primarily all of the modifications were composed of interest rate reductions and maturity extensions. There were no charge-offs related to TDR modifications for the three months ended March 31, 2015 and March 31, 2014. For the commercial and consumer portfolio segments, the allowance for loan losses for TDRs is measured on an individual loan basis or in pools with similar risk characteristics.

The following table provides the pre- and post-modification outstanding recorded investment amounts of TDRs as of the date of the restructuring that occurred during the three months ended March 31, 2015 and 2014:

	For the Three Months Ended March 31, 2015				For the Three Months Ended March 31, 2014
(Dollars in millions)	Pre-Modification Outstanding Recorded Investment(1)		Post-Modification Outstanding Recorded Investment(2)		Pre-Modification Outstanding Recorded Investment(1)		Post-Modification Outstanding Recorded Investment(2)
Commercial and industrial	$	72	$	72	$	4	$	4
Commercial mortgage	2		2		11		11
Total commercial portfolio	74		74		15		15
Residential mortgage	4		4		6		5
Home equity and other consumer loans	1		1		2		2
Total consumer portfolio	5		5		8		7
Total	$	79	$	79	$	23	$	22

(1) Represents the recorded investment in the loan immediately prior to the restructuring event.

(2) Represents the recorded investment in the loan immediately following the restructuring event. It includes the effect of paydowns that were required as part of the restructuring terms.

60

Note 3—Loans and Allowance for Loan Losses (Continued)

The following table provides the recorded investment amounts of TDRs at the date of default, for which there was a payment default during the three months ended March 31, 2015 and 2014, and where the default occurred within the first twelve months after modification into a TDR. A payment default is defined as the loan being 60 days or more past due.

(Dollars in millions)	For the Three Months Ended March 31, 2015		For the Three Months Ended March 31, 2014
Commercial and industrial	$	4	$	—
Commercial mortgage	1		—
Total commercial portfolio	5		—
Residential mortgage	—		2
Home equity and other consumer loans	—		1
Total consumer portfolio	—		3
Total	$	5	$	3

For the consumer portfolio, historical payment defaults and the propensity to redefault are some of the factors considered when determining the allowance for loan losses for situations where impairment is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate.

Loan Impairment

Loans that are individually evaluated for impairment include larger nonaccruing loans within the commercial and industrial, construction, commercial mortgage loan portfolios and loans modified in a TDR. The Company records an impairment allowance, when the value of an impaired loan is less than the recorded investment in the loan.

The following tables show information about impaired loans by class as of March 31, 2015 and December 31, 2014:

	March 31, 2015
	Recorded Investment								Unpaid Principal Balance
(Dollars in millions)	With an Allowance		Without an Allowance		Total		Allowance for Impaired Loans		With an Allowance		Without an Allowance
Commercial and industrial	$	101	$	73	$	174	$	18	$	112	$	81
Commercial mortgage	30		—		30		2		33		—
Total commercial portfolio	131		73		204		20		145		81
Residential mortgage	194		109		303		15		207		126
Home equity and other consumer loans	6		24		30		1		8		36
Total consumer portfolio	200		133		333		16		215		162
Total, excluding purchased credit-impaired loans	331		206		537		36		360		243
Purchased credit-impaired loans	—		1		1		—		1		2
Total	$	331	$	207	$	538	$	36	$	361	$	245

61

Note 3—Loans and Allowance for Loan Losses (Continued)

	December 31, 2014
	Recorded Investment								Unpaid Principal Balance
(Dollars in millions)	With an Allowance		Without an Allowance		Total		Allowance for Impaired Loans		With an Allowance		Without an Allowance
Commercial and industrial	$	89	$	35	$	124	$	14	$	120	$	39
Commercial mortgage	37		3		40		4		39		3
Total commercial portfolio	126		38		164		18		159		42
Residential mortgage	198		110		308		16		211		127
Home equity and other consumer loans	6		24		30		—		7		37
Total consumer portfolio	204		134		338		16		218		164
Total, excluding purchased credit-impaired loans	330		172		502		34		377		206
Purchased credit-impaired loans	—		1		1		—		—		2
Total	$	330	$	173	$	503	$	34	$	377	$	208

The following table presents the average recorded investment in impaired loans and the amount of interest income recognized for impaired loans during the three months ended March 31, 2015 and 2014 for the commercial, consumer and purchased credit-impaired loans portfolio segments.

	For the Three Months Ended March 31,
	2015				2014
(Dollars in millions)	Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
Commercial and industrial	$	149	$	2	$	206	$	3
Commercial mortgage	35		—		36		2
Total commercial portfolio	184		2		242		5
Residential mortgage	306		3		313		3
Home equity and other consumer loans	30		1		25		1
Total consumer portfolio	336		4		338		4
Total, excluding purchased credit-impaired loans	520		6		580		9
Purchased credit-impaired loans	1		—		3		—
Total	$	521	$	6	$	583	$	9

The Company transferred a net $80 million of commercial loans from held for investment to held for sale, and sold $36 million of commercial loans during the three months ended March 31, 2015. No consumer loans were sold or transferred from held for investment to held for sale.

The Company transferred a net $1 million of commercial loans from held for investment to held for sale, and sold $2 million of commercial loans during the three months ended March 31, 2014. No consumer loans were sold or transferred from held for investment to held for sale.

Note 4—Variable Interest Entities

In the normal course of business, the Company has certain financial interests in entities which have been determined to be VIEs. Generally, a VIE is a corporation, partnership, trust or other legal structure where the equity investors do not have substantive voting rights, an obligation to absorb the entity’s losses or the right to receive the entity’s returns, or the ability to direct the significant activities of the entity. The following discusses the Company’s consolidated and unconsolidated VIEs.

Consolidated VIEs

The following tables present the assets and liabilities of consolidated VIEs recorded on the Company’s consolidated balance sheet at March 31, 2015 and December 31, 2014:

	March 31, 2015
	Consolidated Assets								Consolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Loans Held for Investment, net		Other Assets		Total Assets		Other Liabilities		Total Liabilities
LIHC investments	$	10	$	—	$	216	$	226	$	1	$	1
Leasing investments	3		604		174		781		77		77
Total consolidated VIEs	$	13	$	604	$	390	$	1,007	$	78	$	78

	December 31, 2014
	Consolidated Assets								Consolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Loans Held for Investment, net		Other Assets		Total Assets		Other Liabilities		Total Liabilities
LIHC investments	$	9	$	—	$	230	$	239	$	—	$	—
Leasing investments	10		653		147		810		80		80
Total consolidated VIEs	$	19	$	653	$	377	$	1,049	$	80	$	80

LIHC Investments

The Company sponsors, manages and syndicates two LIHC investment fund structures. These investments are designed to generate a return primarily through the realization of U.S. federal tax credits and deductions. The Company is considered a primary beneficiary and has consolidated these investments because the Company has the power to direct activities that most significantly impact the funds’ economic performances and also has the obligation to absorb losses of the funds that could potentially be significant to the funds. Neither creditors nor equity investors in the LIHC investments have any recourse to the general credit of the Company, and the Company’s creditors do not have any recourse to the assets of the consolidated LIHC investments.

Leasing Investments

The Company has leasing investments primarily in the wind, rail and coal industries. The Company is considered the primary beneficiary and has consolidated these investments because the Company has the power to direct the activities of these entities that significantly impact the entities’ economic performances. The Company also has the right to receive potentially significant benefits or the obligation to absorb potentially significant losses of these investments.

62

Unconsolidated VIEs

The following tables present the Company’s carrying amounts related to the unconsolidated VIEs and location on the consolidated balance sheet at March 31, 2015 and December 31, 2014. The tables also present the Company’s maximum exposure to loss resulting from its involvement with these VIEs. The maximum exposure to loss represents the carrying amount of the Company’s involvement plus any legally binding unfunded commitments in the unlikely event that all of the assets in the VIEs become worthless.

	March 31, 2015
	Unconsolidated Assets									Unconsolidated Liabilities
(Dollars in millions)		Securities Available for Sale		Loans Held for Investment		Other Assets		Total Assets		Other Liabilities		Total Liabilities		Maximum Exposure to Loss
LIHC investments		$	25	$	181	$	1,106	$	1,312	$	435	$	435	$	1,312
Leasing investments		—		42		916		958		59		59		974
Other investments		—		32		22		54		—		—		55
Total unconsolidated VIEs		$	25	$	255	$	2,044	$	2,324	$	494	$	494	$	2,341

	December 31, 2014
	Unconsolidated Assets								Unconsolidated Liabilities
(Dollars in millions)	Securities Available for Sale		Loans Held for Investment		Other Assets		Total Assets		Other Liabilities		Total Liabilities		Maximum Exposure to Loss
LIHC investments (1)	$	25	$	163	$	1,101	$	1,289	$	433	$	433	$	1,289
Leasing investments	—		21		886		907		55		55		923
Other investments	—		29		20		49		—		—		51
Total unconsolidated VIEs	$	25	$	213	$	2,007	$	2,245	$	488	$	488	$	2,263

(1) Prior period amounts have been revised to reflect the January 1, 2015 adoption of Accounting Standards Update 2014-01 related to investments in qualified affordable housing projects.

LIHC Investments

The Company makes investments in partnerships and funds formed by third parties. The primary purpose of the partnerships and funds is to invest in low-income housing units and distribute tax credits and tax benefits associated with the underlying properties to investors. The Company is a limited partner investor and is allocated tax credits and deductions, but has no voting or other rights to direct the activities of the funds, and therefore is not considered the primary beneficiary and does not consolidate these investments.

The following table presents the impact of the unconsolidated LIHC investments on our consolidated statements of income for the three months ended March 31, 2015 and 2014:

	For the Three Months Ended
	March 31, 2015		March 31, 2014
(Dollars in millions)
Income (loss) from LIHC investments included in other noninterest expense	$	2	$	3
Amortization of LIHC investments included in income tax expense	27		26
Tax credits and other tax benefits from LIHC investments included in income tax expense	46		41

63

Note 4—Variable Interest Entities (Continued)

Leasing Investments

The unconsolidated VIEs related to leasing investments are primarily renewable energy investments. Through its subsidiaries, the Company makes equity investments in LLCs established by a third party sponsor. The LLCs are created to operate and manage wind, solar, hydroelectric and cogeneration power plant projects. Power generated by the projects is sold to third parties through long-term purchase power agreements. As a limited investor member, the Company is allocated production tax credits and taxable income or losses associated with the projects. The Company has no voting or other rights to direct the activities of the LLCs, and therefore is not considered the primary beneficiary and does not consolidate these investments.

Other Investments

The Company has direct equity investments in structures formed by third parties. The Company has no voting or other rights to direct the activities of the investments that would most significantly impact the entities’ performance, and therefore is not considered the primary beneficiary and does not consolidate these investments.

Note 5—Commercial Paper and Other Short-Term Borrowings

The following table is a summary of the Company's commercial paper and other short-term borrowings:

(Dollars in millions)	March 31, 2015		December 31, 2014
Federal funds purchased and securities sold under repurchase agreements, with weighted average interest rates of 0.10% and 0.12% at March 31, 2015 and December 31, 2014, respectively	$	116	$	111
Commercial paper, with a weighted average interest rate of 0.16% at March 31, 2015 and December 31, 2014	2,859		2,593
Federal Home Loan Bank advances, with a weighted average interest rate of 0.25% at March 31, 2015	500		—
Total commercial paper and other short-term borrowings	$	3,475	$	2,704

64

Note 6—Long-Term Debt

The following is a summary of the Company's long-term debt:

(Dollars in millions)	March 31, 2015		December 31, 2014
Debt issued by MUAH
Senior debt:
Floating rate senior notes due February 2018. This note, which bears interest at .57% above 3-month LIBOR, had a rate of 0.83% at March 31, 2015(2)	$	250	$	—
Fixed rate 1.625% notes due February 2018(2)	450		—
Fixed rate 3.50% notes due June 2022	398		398
Fixed rate 2.25% notes due February 2020(2)	1,000		—
Fixed rate 3.00% notes due February 2025(2)	497		—
Subordinated debt to BTMU:
Floating rate subordinated debt due December 2023. This note, which bears interest at 1.38% above 3-month LIBOR, had a rate of 1.65% at March 31, 2015 and 1.63% at December 31, 2014	300		300
Junior subordinated debt payable to trusts(1):
Floating rate notes due September 2036. These notes bear a combined weighted-average rate of 1.93% at March 31, 2015 and 2.35% at December 31, 2014	36		52
Total debt issued by MUAH	2,931		750
Debt issued by MUB and other subsidiaries
Senior debt:
Fixed FHLB advances due February 2016. These notes bear a combined weighted-average rate of 2.50% at March 31, 2015 and 2.56% at December 31, 2014	$	500	$	800
Fixed rate 3.00% notes due June 2016	700		700
Fixed rate 1.50% notes due September 2016	499		499
Floating rate notes due September 2016. These notes, which bear interest at 0.75% above 3-month LIBOR, had a rate of 1.02% at March 31, 2015 and 1.00% at December 31, 2014	500		500
Fixed rate 2.125% notes due June 2017	499		499
Fixed rate 2.625% notes due September 2018	1,000		1,000
Fixed rate 2.250% notes due May 2019	505		499
Floating rate notes due May 2017. These notes, which bear interest at 0.40% above 3-month LIBOR, had a rate of 0.66% at March 31, 2015 and 0.63% at December 31, 2014	250		250
Subordinated debt:
Fixed rate 5.95% notes due May 2016	708		711
Subordinated debt due to BTMU:
Floating rate subordinated debt due June 2023. This note, which bears interest at 1.2% above 3-month LIBOR, had a rate of 1.47% at March 31, 2015 and 1.45% at December 31, 2014	750		750
Capital lease obligations with a combined weighted-average interest rate of 4.92% at March 31, 2015 and 4.92% at December 31, 2014(1)	14		14
Total debt issued by MUB and other subsidiaries	5,925		6,222
Total long-term debt	$	8,856	$	6,972

(1) Long-term debt assumed through acquisitions.

(2) In January 2015, MUAH filed a new shelf registration statement with the SEC authorizing issuance of a total of $3.6 billion of debt and other securities, effectively terminating the prior shelf registration statement. In February 2015, MUAH issued an aggregate of $2.2 billion of senior notes from the new shelf registration statement. As of March 31, 2015, $1.4 billion of debt or other securities were available for issuance under this shelf registration. For a more detailed discussion of the debt issuance, see Note 10 to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

65

Note 7—Fair Value Measurement and Fair Value of Financial Instruments

Valuation Methodologies

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between willing market participants at the measurement date. The Company has an established and documented process for determining fair value for financial assets and liabilities that are measured at fair value on either a recurring or nonrecurring basis. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair value is based upon valuation techniques that use, where possible, current market-based or independently sourced parameters, such as yield curves, foreign exchange rates, credit spreads, commodity prices, and implied volatilities. Valuation adjustments may be made to ensure the financial instruments are recorded at fair value. These adjustments include amounts that reflect counterparty credit quality and that consider the Company's own creditworthiness in determining the fair value of its trading assets and liabilities. For further information related to the valuation methodologies used for certain financial assets and financial liabilities measured at fair value, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

Fair Value Hierarchy

In determining fair value, the Company maximizes the use of observable market inputs and minimizes the use of unobservable inputs. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect the Company’s estimate about market data. Based on the observability of the significant inputs used, the Company classifies its fair value measurements in accordance with the three-level hierarchy as defined by GAAP. This hierarchy is based on the quality, observability, and reliability of the information used to determine fair value. For further information related to the fair value hierarchy, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

Valuation Processes

The Company has established a valuation committee to oversee its valuation framework for measuring fair value and to establish valuation policies and procedures. The valuation committee’s responsibilities include reviewing fair value measurements and categorizations within the fair value hierarchy and monitoring the use of pricing sources, mark-to-model valuations, dealer quotes, and other valuation processes. The valuation committee reports to the Company’s Risk & Capital Committee and meets at least quarterly.

Independent Price Verification is performed periodically by the Company to test the market data and valuations of substantially all instruments measured at fair value on a recurring basis. As part of its independent price verification procedures, the Company compares pricing sources, tests data variance within certain thresholds and performs variance analysis, utilizing third party valuations and both internal and external models. Results are formally reported on a quarterly basis to the valuation committee. For further information related to valuation processes, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

66

Note 7—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value Measurements on a Recurring Basis

The following tables present financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2015 and December 31, 2014, by major category and by valuation hierarchy level:

	March 31, 2015
(Dollars in millions)	Level 1			Level 2			Level 3			Netting Adjustment(1)			Fair Value
Assets
Trading account assets:
U.S. Treasury securities	$	—		$	64		$	—		$	—		$	64
U.S. government sponsored agency securities	—			116			—			—			116
State and municipal securities	—			4			—			—			4
Interest rate derivative contracts	1			1,115			4			(202		)	918
Commodity derivative contracts	—			427			4			(414		)	17
Foreign exchange derivative contracts	1			106			1			(61		)	47
Equity derivative contracts	—			—			297			(230		)	67
Total trading account assets	2			1,832			306			(907		)	1,233
Securities available for sale:
U.S. Treasury	—			149			—			—			149
Residential mortgage-backed securities:
U.S. government and government sponsored agencies	—			7,228			—			—			7,228
Privately issued	—			156			—			—			156
Privately issued - commercial mortgage-backed securities	—			1,604			—			—			1,604
Collateralized loan obligations	—			2,487			—			—			2,487
Other	—			9			—			—			9
Other debt securities:
Direct bank purchase bonds	—			—			1,647			—			1,647
Other	—			2			47			—			49
Equity securities	9			—			—			—			9
Total securities available for sale	9			11,635			1,694			—			13,338
Other assets:
Interest rate hedging contracts	—			127			—			(118		)	9
Other derivative contracts	—			—			3			—			3
Total other assets	—			127			3			(118		)	12
Total assets	$	11		$	13,594		$	2,003		$	(1,025	)	$	14,583
Percentage of Total	—		%	93		%	14		%	(7		)%	100		%
Percentage of Total Company Assets	—		%	12		%	2		%	(1		)%	13		%
Liabilities
Trading account liabilities:
Interest rate derivative contracts	$	4		$	1,024		$	—		$	(829	)	$	199
Commodity derivative contracts	—			413			4			(96		)	321
Foreign exchange derivative contracts	1			98			1			(32		)	68
Equity derivative contracts	—			—			296			—			296
Securities sold, not yet purchased	—			60			—			—			60
Total trading account liabilities	5			1,595			301			(957		)	944
Other liabilities:
FDIC clawback liability	—			—			108			—			108
Interest rate hedging contracts	—			—			—			—			—
Other derivative contracts	—			2			1			—			3
Total other liabilities	—			2			109			—			111
Total liabilities	$	5		$	1,597		$	410		$	(957	)	$	1,055
Percentage of Total	1		%	151		%	39		%	(91		)%	100		%
Percentage of Total Company Liabilities	—		%	2		%	—		%	(1		)%	1		%

(1) Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.

67

Note 7—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

	December 31, 2014
(Dollars in millions)	Level 1			Level 2			Level 3			Netting Adjustment(1)			Fair Value
Assets
Trading account assets:
U.S. Treasury securities	$	—		$	69		$	—		$	—		$	69
U.S. government sponsored agency securities	—			125			—			—			125
State and municipal securities	—			10			—			—			10
Interest rate derivative contracts	—			928			5			(172		)	761
Commodity derivative contracts	—			417			5			(392		)	30
Foreign exchange derivative contracts	1			104			1			(63		)	43
Equity derivative contracts	—			—			300			(224		)	76
Total trading account assets	1			1,653			311			(851		)	1,114
Securities available for sale:
Residential mortgage-backed securities:
U.S government and government sponsored agencies	—			7,560			—			—			7,560
Privately issued	—			168			—			—			168
Privately issued - commercial mortgage-backed securities	—			1,691			—			—			1,691
Collateralized loan obligations	—			2,494			—			—			2,494
Other	—			9			—			—			9
Other debt securities:
Direct bank purchase bonds	—			—			1,741			—			1,741
Other	—			3			49			—			52
Equity securities	9			—			—			—			9
Total securities available for sale	9			11,925			1,790			—			13,724
Other assets:
Interest rate hedging contracts	—			36			—			(36		)	—
Other derivative contracts	—			—			2			—			2
Total other assets	—			36			2			(36		)	2
Total assets	$	10		$	13,614		$	2,103		$	(887	)	$	14,840
Percentage of Total	—		%	92		%	14		%	(6		)%	100		%
Percentage of Total Company Assets	—		%	12		%	2		%	(1		)%	13		%
Liabilities
Trading account liabilities:
Interest rate derivative contracts	$	1		$	829		$	—		$	(667	)	$	163
Commodity derivative contracts	—			403			5			(93		)	315
Foreign exchange derivative contracts	1			78			1			(24		)	56
Equity derivative contracts	—			—			299			—			299
Securities sold, not yet purchased	—			61			—			—			61
Total trading account liabilities	2			1,371			305			(784		)	894
Other liabilities:
FDIC clawback liability	—			—			105			—			105
Interest rate hedging contracts	—			4			—			(3		)	1
Other derivative contracts	—			1			2			—			3
Total other liabilities	—			5			107			(3		)	109
Total liabilities	$	2		$	1,376		$	412		$	(787	)	$	1,003
Percentage of Total	—		%	137		%	41		%	(78		)%	100		%
Percentage of Total Company Liabilities	—		%	1		%	—		%	(1		)%	—		%

(1) Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.

68

Note 7—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

The following tables present a reconciliation of the assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2015 and 2014. Level 3 available for sale securities at March 31, 2015 and 2014 primarily consist of direct bank purchase bonds. The Company’s policy is to recognize transfers in and out of Level 1, 2 and 3 as of the end of a reporting period.

	For the Three Months Ended
	March 31, 2015														March 31, 2014
(Dollars in millions)	Trading Assets			Securities Available for Sale			Other Assets		Trading Liabilities			Other Liabilities			Trading Assets			Securities Available for Sale			Other Assets		Trading Liabilities			Other Liabilities
Asset (liability) balance, beginning of period	$	311		$	1,790		$	2	$	(305	)	$	(107	)	$	271		$	2,018		$	1	$	(264	)	$	(99	)
Total gains (losses) (realized/unrealized):
Included in income before taxes	8			—			1		(10		)	(2		)	1			—			—		(1		)	(4		)
Included in other comprehensive income	—			(3		)	—		—			—			—			8			—		—			—
Purchases/additions	—			9			—		—			—			3			123			—		—			—
Sales	—			—			—		—			—			—			—			—		(3		)	—
Settlements	(13		)	(102		)	—		14			—			(2		)	(103		)	—		2			—
Asset (liability) balance, end of period	$	306		$	1,694		$	3	$	(301	)	$	(109	)	$	273		$	2,046		$	1	$	(266	)	$	(103	)
Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period	$	8		$	—		$	1	$	(10	)	$	(2	)	$	1		$	—		$	—	$	(1	)	$	(4	)

The following table presents information about significant unobservable inputs related to the Company’s significant Level 3 assets and liabilities at March 31, 2015.

(Dollars in millions)	Level 3 Fair Value		Valuation Technique(s)	Significant Unobservable Input(s)	Range of Inputs		Weighted Average
Securities available for sale:
Direct bank purchase bonds	$	1,647	Return on equity	Market-required return on capital	8.0 - 10.0	%	9.9	%
				Probability of default	0.0 - 25.0	%	0.5	%
				Loss severity	10.0 - 60.0	%	30.9	%
Other liabilities:
FDIC clawback liability	$	108	Discounted cash flow	Probability of default	0.1 - 100.0	%	60.7	%
				Loss severity	20.0 - 99.2	%	36.2	%

The direct bank purchase bonds use a return on equity valuation technique. This technique uses significant unobservable inputs such as market-required return on capital, probability of default, and loss severity. Increases (decreases) in any of these inputs in isolation would result in a lower (higher) fair value measurement.

69

Note 7—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

The FDIC clawback liability uses a discounted cash flow valuation technique. This technique uses significant unobservable inputs such as probability of default and loss severity. Increases (decreases) in probability of default and loss severity would result in a lower (higher) liability.

Fair Value Measurement on a Nonrecurring Basis

Certain assets may be measured at fair value on a nonrecurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis during the three months ended March 31, 2015 and 2014 that were still held on the consolidated balance sheet as of the respective periods ended, the following tables present the fair value of such assets by the level of valuation assumptions used to determine each fair value adjustment.

	March 31, 2015								Gain (Loss) for the Three Months Ended March 31, 2015
(Dollars in millions)	Fair Value		Level 1		Level 2		Level 3
Loans:
Impaired loans	$	46	$	—	$	—	$	46	$	(6	)
Other assets:
OREO	9		—		—		9		—
Private equity investments	7		—		—		7		(5		)
Total	$	62	$	—	$	—	$	62	$	(11	)

	March 31, 2014								Gain (Loss) for the Three Months Ended March 31, 2014
(Dollars in millions)	Fair Value		Level 1		Level 2		Level 3
Loans:
Impaired loans	$	76	$	—	$	—	$	76	$	(29	)
Other assets:
OREO	5		—		—		5		(1		)
Total	$	81	$	—	$	—	$	81	$	(30	)

Loans include individually impaired loans that are measured based on the fair value of the underlying collateral or the fair value of the loan. The fair value of impaired loans was determined based on appraised values of the underlying collateral or market pricing for the loan, adjusted for management judgment, as of the measurement date. The fair value of OREO was primarily based on independent appraisals.

70

Note 7—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value of Financial Instruments Disclosures

The tables below present the carrying amount and estimated fair value of certain financial instruments by the level of valuation assumptions held by the Company as of March 31, 2015 and as of December 31, 2014:

	March 31, 2015
(Dollars in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	4,614	$	4,614	$	4,614	$	—	$	—
Securities held to maturity	9,125		9,333		—		9,333		—
Loans held for investment (1)	75,510		77,332		—		—		77,332
FDIC indemnification asset	32		7		—		—		7
Other assets	8		7		—		—		7
Liabilities
Deposits	$	82,741	$	82,821	$	—	$	82,821	$	—
Commercial paper and other short-term borrowings	3,475		3,475		—		3,475		—
Long-term debt	8,856		8,985		—		8,985		—
Off-Balance Sheet Instruments
Commitments to extend credit and standby and commercial letters of credit	$	274	$	274	$	—	$	—	$	274

(1) Excludes lease financing. The carrying amount is net of the allowance for loan and lease losses.

	December 31, 2014
(Dollars in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	5,751	$	5,751	$	5,751	$	—	$	—
Securities held to maturity	8,291		8,412		—		8,412		—
Loans held for investment (1)	75,475		77,324		—		—		77,324
FDIC indemnification asset	52		5		—		—		5
Other assets	7		6		—		—		6
Liabilities
Deposits	$	86,004	$	86,076	$	—	$	86,076	$	—
Commercial paper and other short-term borrowings	2,704		2,704		—		2,704		—
Long-term debt	6,972		7,073		—		7,073		—
Off-Balance Sheet Instruments
Commitments to extend credit and standby and commercial letters of credit	$	269	$	269	$	—	$	—	$	269

(1) Excludes lease financing. The carrying amount is net of the allowance for loan and lease losses.

For further information on methodologies for approximating fair values, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

71

Note 8—Derivative Instruments and Other Financial Instruments Used For Hedging

The Company enters into certain derivative and other financial instruments primarily to assist customers with their risk management objectives and to manage the Company’s exposure to interest rate risk. When entering into derivatives on behalf of customers the Company generally acts as a financial intermediary by offsetting a significant portion of the market risk for these derivatives with third parties. The Company may also enter into derivatives for other risk management purposes and, subject to certain limits, may take market risk when buying and selling derivatives for its own account. All derivative instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value.

Counterparty credit risk is inherent in derivative instruments. In order to reduce its exposure to counterparty credit risk, the Company utilizes credit approvals, limits, monitoring procedures and master netting and credit support annex agreements. Additionally, the Company considers counterparty credit quality and the creditworthiness of the Company in estimating the fair value of derivative instruments.

The table below presents the notional amounts and fair value amounts of the Company's derivative instruments reported on the consolidated balance sheets, segregated between derivative instruments designated and qualifying as hedging instruments and derivative instruments not designated and qualifying as hedging instruments as of March 31, 2015 and December 31, 2014, respectively. Asset and liability values are presented gross, excluding the impact of legally enforceable master netting and credit support annex agreements. The fair value of asset and liability derivatives designated and qualifying as hedging instruments and derivatives designated as other risk management are included in other assets and other liabilities, respectively. The fair value of asset and liability trading derivatives are included in trading account assets and trading account liabilities, respectively.

	March 31, 2015						December 31, 2014
			Fair Value						Fair Value
	Notional		Asset		Liability		Notional		Asset		Liability
(Dollars in millions)	Amount		Derivatives		Derivatives		Amount		Derivatives		Derivatives
Cash flow hedges
Interest rate contracts	$	12,250	$	119	$	—	$	9,750	$	34	$	4
Fair value hedges
Interest rate contracts	500		8		—		500		2		—
Not designated and qualifying as hedging instruments:
Trading
Interest rate contracts	49,081		1,120		1,028		46,944		933		830
Commodity contracts	4,414		431		417		4,741		422		408
Foreign exchange contracts	5,336		108		100		5,661		106		80
Equity contracts	3,652		297		296		3,797		300		299
Total Trading	62,483		1,956		1,841		61,143		1,761		1,617
Other risk management	477		3		3		286		2		3
Total derivative instruments	$	75,710	$	2,086	$	1,844	$	71,679	$	1,799	$	1,624

We recognized net gains of $1 million on other risk management derivatives for the three months ended March 31, 2015, compared to net losses of $1 million on other risk management derivatives for the three months ended March 31, 2014, which are included in other noninterest income.

Derivatives Designated and Qualifying as Hedging Instruments

The Company uses interest rate derivatives to manage the financial impact on the Company from changes in market interest rates. These instruments are used to manage interest rate risk relating to specified groups of assets and liabilities, primarily LIBOR-based commercial loans, CDs, borrowings, and debt issuances. Derivatives that qualify for hedge accounting are designated as either fair value or cash flow hedges. For further

72

Note 8—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

information related to the Company’s hedging strategy, see Note 12 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2014 Form 10-K.

Cash Flow Hedges

The Company used interest rate swaps with a notional amount of $12.3 billion at March 31, 2015 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed loans. To the extent effective, payments received (or paid) under the swap contract offset fluctuations in interest income on loans caused by changes in the relevant LIBOR index. At March 31, 2015, the weighted average remaining life of the active cash flow hedges was approximately 3.20 years.

For cash flow hedges, the effective portion of the gain or loss on the hedging instruments is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged cash flows are recognized in net interest income. Gains and losses representing hedge ineffectiveness are recognized in earnings in the period in which they arise. At March 31, 2015, the Company expects to reclassify approximately $103 million of income from AOCI to net interest income during the twelve months ending March 31, 2016. This amount could differ from amounts actually realized due to changes in interest rates, hedge terminations and the addition of other hedges subsequent to March 31, 2015.

The following tables present the amount and location of the net gains and losses recorded in the Company’s consolidated statements of income and changes in stockholder’s equity for derivatives designated as cash flow hedges for the three months ended March 31, 2015 and 2014:

	Amount of Gain or (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)					Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)					Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion)
	For the Three Months Ended March 31,					For the Three Months Ended March 31,					For the Three Months Ended March 31,
(Dollars in millions)	2015		2014		Location	2015		2014		Location	2015		2014
Derivatives in cash flow hedging relationships
					Interest income	$	32	$	22
Interest rate contracts	$	119	$	8	Interest expense	1		1		Noninterest expense	$	1	$	—
Total	$	119	$	8		$	33	$	23		$	1	$	—

Fair Value Hedges

The Company engages in an interest rate hedging strategy in which one or more interest rate swaps are associated with a specified interest bearing liability, in order to convert the liability from a fixed rate to a floating rate instrument. This strategy mitigates the changes in fair value of the hedged liability caused by changes in the designated benchmark interest rate, U.S. dollar LIBOR.

For fair value hedges, any ineffectiveness is recognized in noninterest expense in the period in which it arises. The change in the fair value of the hedged item and the hedging instrument, to the extent completely effective, offsets with no impact on earnings.

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Note 8—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

The following table presents the gains (losses) on the Company's fair value hedges for the three months ended March 31, 2015:

		For the Three Months Ended March 31, 2015
(Dollars in millions)		Derivative		Hedged Item			Hedge Ineffectiveness
Interest rate risk on long-term debt		$	5	$	(4	)	$	1
	Total	$	5	$	(4	)	$	1

There were no fair value hedges for the three months ended March 31, 2014.

Derivatives Not Designated and Qualifying as Hedging Instruments

Trading Derivatives

Derivative instruments classified as trading include both derivatives entered into as an accommodation for customers and, subject to certain limits, for the Company's own account. Trading derivatives are included in trading assets or trading liabilities with changes in fair value reflected in income from trading account activities. The majority of the Company's derivative transactions for customers were essentially offset by contracts with third parties that reduce or eliminate market risk exposures.

The Company offers market-linked CDs, which allow the client to earn the higher of either a minimum fixed rate of interest or a return tied to either equity, commodity or currency indices. The Company offsets its exposure to the embedded derivative contained in market-linked CDs with a matched over-the-counter option. Both the embedded derivative (when bifurcated) and hedge options are recorded at fair value with the realized and unrealized changes in fair value recorded in noninterest income within trading account activities.

The following table presents the amount of the net gains and losses for derivative instruments classified as trading reported in the consolidated statements of income under the heading trading account activities for the three months ended March 31, 2015 and 2014:

	Gain or (Loss) Recognized in Income on Derivative Instruments
	For the Three Months Ended
(Dollars in millions)	March 31, 2015			March 31, 2014
Trading derivatives:
Interest rate contracts	$	(2	)	$	10
Equity contracts	—			1
Foreign exchange contracts	6			4
Commodity contracts	1			2
Other contracts	—			(1		)
Total	$	5		$	16

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Note 8—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

Offsetting Assets and Liabilities

The Company primarily enters into derivative contracts and repurchase agreements with counterparties utilizing a standard International Swaps and Derivatives Association master netting agreement or master repurchase agreements, which generally establish the terms and conditions of the transactions, including a legal right to set-off amounts payable and receivable between the Company and a counterparty, regardless of whether or not such amounts have matured or have contingency features.

The following tables present the offsetting of financial assets and liabilities as of March 31, 2015 and December 31, 2014:

	March 31, 2015
							Gross Amounts Not Offset in Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Financial Instruments		Cash Collateral Received/Pledged		Net Amount
Financial Assets:
Derivative assets	$	2,086	$	1,025	$	1,061	$	115	$	—	$	946
Securities purchased under resale agreements	88		—		88		86		—		2
Total	$	2,174	$	1,025	$	1,149	$	201	$	—	$	948
Financial Liabilities:
Derivative liabilities	$	1,844	$	957	$	887	$	207	$	—	$	680
Securities sold under repurchase agreements	54		—		54		54		—		—
Total	$	1,898	$	957	$	941	$	261	$	—	$	680

	December 31, 2014
							Gross Amounts Not Offset in Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Financial Instruments		Cash Collateral Received/Pledged		Net Amount
Financial Assets:
Derivative assets	$	1,799	$	887	$	912	$	113	$	—	$	799
Securities purchased under resale agreements	62		—		62		61		—		1
Total	$	1,861	$	887	$	974	$	174	$	—	$	800
Financial Liabilities:
Derivative liabilities	$	1,624	$	787	$	837	$	162	$	—	$	675
Securities sold under repurchase agreements	68		—		68		68		—		—
Total	$	1,692	$	787	$	905	$	230	$	—	$	675

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Note 9—Accumulated Other Comprehensive Income

The following table presents the change in each of the components of accumulated other comprehensive income and the related tax effect of the change allocated to each component for the three months ended March 31, 2015 and 2014:

(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Three Months Ended March 31, 2015
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	119		$	(47	)	$	72
Less: Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	(33		)	13			(20		)
Net change	86			(34		)	52
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	120			(47		)	73
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(3		)	1			(2		)
Less: accretion of fair value adjustment on securities available for sale	(2		)	1			(1		)
Less: amortization of net unrealized (gains) losses on held to maturity securities	5			(2		)	3
Net change	120			(47		)	73
Foreign currency translation adjustment	(12		)	5			(7		)
Pension and other postretirement benefits:
Amortization of prior service costs(1)	(6		)	2			(4		)
Recognized net actuarial gain (loss)(1)	29			(11		)	18
Net change(1)	23			(9		)	14
Net change in AOCI	$	217		$	(85	)	$	132

(1) These amounts are included in the computation of net periodic pension cost. For further information, see Note 10 to these consolidated financial statements.

(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Three Months Ended March 31, 2014
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	8		$	(3	)	$	5
Less: Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	(23		)	9			(14		)
Net change	(15		)	6			(9		)
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	116			(46		)	70
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(2		)	1			(1		)
Less: accretion of fair value adjustment on securities available for sale	(6		)	2			(4		)
Less: amortization of net unrealized (gains) losses on held to maturity securities	5			(2		)	3
Net change	113			(45		)	68
Foreign currency translation adjustment	(4		)	2			(2		)
Pension and other postretirement benefits:
Recognized net actuarial gain (loss)(1)	14			(6		)	8
Net change(1)	14			(6		)	8
Net change in AOCI	$	108		$	(43	)	$	65

(1) These amounts are included in the computation of net periodic pension cost. For further information, see Note 10 to these consolidated financial statements.

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Note 9—Accumulated Other Comprehensive Income (Continued)

The following tables present the change in accumulated other comprehensive income balances:

For the Three Months Ended March 31, 2014 and 2015:
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Postretirement Benefits Adjustment			Accumulated Other Comprehensive Income
(Dollars in millions)
Balance, December 31, 2013	$	16		$	(328	)	$	(3	)	$	(309	)	$	(624	)
Other comprehensive income (loss) before reclassifications	5			70			(2		)	—			73
Amounts reclassified from AOCI	(14		)	(2		)	—			8			(8		)
Balance, March 31, 2014	$	7		$	(260	)	$	(5	)	$	(301	)	$	(559	)
Balance, December 31, 2014	$	21		$	(145	)	$	(10	)	$	(595	)	$	(729	)
Other comprehensive income (loss) before reclassifications	72			75			(7		)	—			140
Amounts reclassified from AOCI	(20		)	(2		)	—			14			(8		)
Balance, March 31, 2015	$	73		$	(72	)	$	(17	)	$	(581	)	$	(597	)

Note 10—Employee Pension and Other Postretirement Benefits

The following tables summarize the components of net periodic benefit cost for the three months ended March 31, 2015 and 2014.

	Pension Benefits						Other Postretirement Benefits						Superannuation, SERP and ESBP
	For the Three Months Ended   March 31,						For the Three Months Ended   March 31,						For the Three Months Ended   March 31,
(Dollars in millions)	2015			2014			2015			2014			2015		2014
Components of net periodic benefit cost:
Service cost	$	25		$	21		$	2		$	3		$	—	$	1
Interest cost	27			27			3			3			—		1
Expected return on plan assets	(54		)	(48		)	(5		)	(4		)	—		—
Amortization of prior service cost	(4		)	—			(2		)	—			—		—
Recognized net actuarial loss	27			14			1			—			1		—
Total net periodic benefit cost	$	21		$	14		$	(1	)	$	2		$	1	$	2

Note 11—Commitments, Contingencies and Guarantees

The following table summarizes the Company's commitments:

(Dollars in millions)	March 31, 2015
Commitments to extend credit	$	35,160
Issued standby and commercial letters of credit	$	5,749
Other commitments	$	173

Commitments to extend credit are legally binding agreements to lend to a customer provided there are no violations of any condition established in the contract. Commitments have fixed expiration dates or other termination clauses and may require maintenance of compensatory balances. Since many of the commitments

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Note 11—Commitments, Contingencies and Guarantees (Continued)

to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate foreign or domestic trade transactions. Additionally, the Company enters into risk participations in bankers' acceptances wherein a fee is received to guarantee a portion of the credit risk on an acceptance of another bank. The majority of these types of commitments have terms of one year or less. At March 31, 2015, the carrying amount of the Company's risk participations in bankers' acceptances and standby and commercial letters of credit totaled $4 million. Estimated exposure to loss related to these commitments is covered by the allowance for losses on off-balance sheet commitments. The carrying amounts of the standby and commercial letters of credit and the allowance for losses on off-balance sheet commitments are included in other liabilities on the consolidated balance sheet.

The credit risk involved in issuing loan commitments and standby and commercial letters of credit is essentially the same as that involved in extending loans to customers and is represented by the contractual amount of these instruments. Collateral may be obtained based on management's credit assessment of the customer.

Other commitments include commitments to fund principal investments and other securities.

Principal investments include direct investments in private and public companies. The Company issues commitments to provide equity and mezzanine capital financing to private and public companies through direct investments. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle. This cycle, the period over which privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, can vary based on overall market conditions as well as the nature and type of industry in which the companies operate.

The Company occasionally enters into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. The Company becomes liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. As of March 31, 2015, the current exposure to loss under these contracts totaled $27 million, and the maximum potential exposure to loss in the future was estimated at $40 million.

The Company is subject to various pending and threatened legal actions that arise in the normal course of business. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. Management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity.

Note 12—Business Segments

The Company has five reportable segments: Retail Banking & Wealth Markets, Commercial Banking, U.S. Corporate Banking, Transaction Banking, and Investment Banking & Markets. Below is a detailed description of these reportable segments.

Retail Banking & Wealth Markets

Retail Banking & Wealth Markets offers a range of banking products and services to individuals and small businesses, including high net worth individuals and institutional clients, delivered generally through a network of branches, private banking offices, ATMs, broker mortgage referrals, telephone services, and web-based and mobile banking applications. These products and services include mortgages, home equity lines of credit, consumer and commercial loans, deposit accounts, financial planning and investments.

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Note 12—Business Segments (Continued)

The Consumer Lending Division provides the centralized origination, underwriting, processing, servicing, collection and administration for consumer assets including residential mortgages.

The Consumer and Business Banking Division serves its customers through 352 full-service branches in California and 26 full-service branches in Washington and Oregon, as well as through ATMs, call centers, web-based and mobile internet banking applications and through alliances with other financial institutions. Consumer and Business Banking provides checking and deposit products and services; bill and loan payment, merchant, and various types of financing and investment services; and products including credit cards.

The Wealth Markets Division serves its customers through the Private Bank; UnionBanc Investment Services LLC (UBIS), a subsidiary of MUFG Union Bank and a registered broker-dealer and investment advisor; and Asset Management which includes HighMark Capital Management, Inc., a subsidiary of MUFG Union Bank and a registered investment advisor. Wealth Markets Division provides investment management and advisory services to institutional clients, wealth planning, deposits and risk management strategies, trust and estate administration, as well as investment sub-advisory services to unaffiliated funds. Products provided to its customers include traditional brokerage, managed accounts, annuities, mutual funds, fixed income products and insurance and customized lending.

Commercial Banking

Commercial Banking provides a broad spectrum of commercial credit products including commercial loans, accounts receivable, inventory, trade and real estate financing to primarily U.S.-based corporate customers with annual sales generally ranging from $15 million to $2 billion. Commercial Banking offers its customers a range of noncredit services and products, which include global treasury management and capital markets solutions, foreign exchange and various interest rate risk and commodity risk management products through cooperation with other segments.

Commercial Banking is comprised of five main divisions: Western Markets, which serves companies primarily in California, Oregon and Washington; Petroleum, which serves oil and gas companies; Expansion Markets, which serves clients nationally, outside of the western states, and also targets certain defined industries such as entertainment and technology; Specialized Products, which focuses on specific industries on a national basis including Commercial Finance, Funds Finance, Environmental Services, Non-Profits, Healthcare, and Transportation, Aerospace/Defense; and Real Estate Industries, which serves professional real estate investors and developers. Real Estate Industries, through its Community Development Finance unit, makes tax credit investments in affordable housing projects, as well as construction and permanent financing.

U.S. Corporate Banking

U.S. Corporate Banking provides commercial lending products, including commercial loans, lines of credit and project financing, to corporate customers with revenues generally greater than $2 billion. The segment employs an industry-focused strategy including dedicated coverage teams in General Industries, Power and Utilities, Oil and Gas, Telecom and Media, Technology, Healthcare, Public Finance, and Financial Institutions (predominantly Insurance and Asset Managers). By working with the Company's other segments, U.S. Corporate Banking offers its customers a range of noncredit services, which include global treasury management and capital market solutions, and foreign exchange and various interest rate risk and commodity risk management products.

Transaction Banking

Transaction Banking works alongside the Company's other segments to provide working capital management and asset servicing solutions, including deposits and treasury management, trade finance, and institutional trust and custody, to the Company's customers. This segment also manages the digital banking channels for retail, small business, wealth management and commercial clients, as well as commercial product development. The client base consists of financial institutions, corporations, government agencies, insurance companies, mutual funds, investment managers and non-profit organizations.

Investment Banking & Markets

Investment Banking & Markets, which includes Global Capital Markets of the Americas, works with the Company's other segments to provide customers structured credit services, including project finance, leasing

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Note 12—Business Segments (Continued)

and equipment finance, and securitizations. Investment Banking & Markets also provides capital markets solutions, including syndicated loans, equity and debt underwriting, tax equity and merchant banking investments; risk management solutions, including foreign exchange, interest rate and energy risk management solutions; and facilitates merchant and investment banking-related transactions.

Other

"Other" includes the Asian Corporate Banking segment, Corporate Treasury and the impact of certain corporate activities. The Asian Corporate Banking segment offers a range of credit, deposit, and investment management products and services to companies located primarily in the U.S. that are affiliated with companies headquartered in Japan and other Asian countries. Corporate Treasury is responsible for ALM, wholesale funding and the ALM investment and derivatives hedging portfolios. These Treasury management activities are carried out to manage the net interest rate and liquidity risks of the Company's balance sheet and to manage those risks within the guidelines established by ALCO. For additional discussion regarding these risk management activities, see Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.

Additionally, "Other" is comprised of certain corporate activities of the Company; the net impact of funds transfer pricing charges and credits allocated to the reportable segments; the residual costs of support groups; the unallocated allowance; goodwill, intangible assets, and the related amortization/accretion associated with the Company's privatization transaction; the elimination of the fully taxable-equivalent basis amount; the difference between the marginal tax rate and the consolidated effective tax rate; and the FDIC covered assets.

The information, set forth in the tables that follow, is prepared using various management accounting methodologies to measure the performance of the individual segments. Unlike GAAP there is no standardized or authoritative guidance for management accounting. Consequently, reported results are not necessarily comparable with those presented by other companies and they are not necessarily indicative of the results that would be reported by the business units if they were unique economic entities. The management reporting accounting methodologies, which are enhanced from time to time, measure segment profitability by assigning balance sheet and income statement items to each operating segment. Methodologies that are applied to the measurement of segment profitability include a funds transfer pricing system, an activity-based costing methodology, other indirect costs and a methodology to allocate the provision for credit losses. The funds transfer pricing system assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics. The activity-based costing methodology allocates certain indirect costs, such as operations and technology expense, to the segments based on studies of billable unit costs for product or data processing. Other indirect costs, such as corporate overhead, are allocated to the segments based on internal surveys and metrics that serve as proxies for estimated usage. During the normal course of business, the Company occasionally changes or updates its management accounting methodologies or organizational structure.  During 2014, the Company revised the funds transfer pricing methodology with respect to reference rates for certain commercial deposits. The Company also continued to refine its organizational structure resulting from the internal management structure implemented as part of the BTMU Americas Holdings business integration initiative established in 2013. In addition, effective January 1, 2015, the Company adopted ASU 2014-01, "Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects", which was required to be applied retrospectively upon adoption. These investments are part of our Commercial Banking segment. Prior period results have been adjusted to reflect these changes.

The Company generally applies a "market view" perspective in measuring the business segments. The market view is a measurement of customer markets aggregated to show all revenues generated and expenses incurred from all products and services sold to those customers regardless of where product areas organizationally report. Therefore, revenues and expenses are included in both the business segment that provides the service and the business segment that manages the customer relationship. The duplicative results from this internal management accounting view are eliminated in "Reconciling Items."

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Note 12—Business Segments (Continued)

As of and for the Three Months Ended March 31, 2015:
(Dollars in millions)	Retail Banking & Wealth Markets		Commercial Banking		U.S. Corporate Banking			Transaction Banking		Investment Banking & Markets			Other			Reconciling Items			MUFG Americas Holdings Corporation
Results of operations - Market View
Net interest income (expense)	$	324	$	241	$	45		$	115	$	35		$	21		$	(98	)	$	683
Noninterest income (expense)	86		49		32			47		63			109			(51		)	335
Total revenue	410		290		77			162		98			130			(149		)	1,018
Noninterest expense	353		97		44			102		53			247			(47		)	849
(Reversal of) provision for credit losses	2		12		(3		)	1		(14		)	2			3			3
Income (loss) before income taxes and including noncontrolling interests	55		181		36			59		59			(119		)	(105		)	166
Income tax expense (benefit)	21		53		14			23		9			(44		)	(42		)	34
Net income (loss) including noncontrolling interests	34		128		22			36		50			(75		)	(63		)	132
Deduct: net loss from noncontrolling interests	—		—		—			—		—			5			—			5
Net income (loss) attributable to MUAH	$	34	$	128	$	22		$	36	$	50		$	(70	)	$	(63	)	$	137
Total assets, end of period	$	37,428	$	39,033	$	5,250		$	1,623	$	6,297		$	27,607		$	(3,540	)	$	113,698

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Note 12—Business Segments (Continued)

As of and for the Three Months Ended March 31, 2014:
(Dollars in millions)	Retail Banking & Wealth Markets			Commercial Banking		U.S. Corporate Banking			Transaction Banking		Investment Banking & Markets		Other			Reconciling Items			MUFG Americas Holdings Corporation
Results of operations - Market View
Net interest income (expense)	$	347		$	232	$	36		$	105	$	46	$	8		$	(91	)	$	683
Noninterest income (expense)	79			43		19			40		50		(6		)	(44		)	181
Total revenue	426			275		55			145		96		2			(135		)	864
Noninterest expense	335			88		16			87		27		109			(35		)	627
(Reversal of) provision for credit losses	(6		)	16		(16		)	1		15		2			(12		)	—
Income (loss) before income taxes and including noncontrolling interests	97			171		55			57		54		(109		)	(88		)	237
Income tax expense (benefit)	38			52		21			23		12		(41		)	(35		)	70
Net income (loss) including noncontrolling interests	59			119		34			34		42		(68		)	(53		)	167
Deduct: net loss from noncontrolling interests	—			—		—			—		—		5			—			5
Net income (loss) attributable to MUAH	$	59		$	119	$	34		$	34	$	42	$	(63	)	$	(53	)	$	172
Total assets, end of period	$	35,426		$	33,619	$	4,906		$	1,782	$	6,088	$	28,588		$	(3,178	)	$	107,231

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

We are subject to various pending and threatened legal actions that arise in the normal course of business. We maintain liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. We believe the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on our consolidated financial position, results of operations, or liquidity.

Item 1A.   Risk Factors

For a discussion of risk factors relating to our business, please refer to Part I, Item 1A. of our 2014 Form 10-K, which is incorporated by reference herein, in addition to the following information:

Industry Factors

The effects of changes or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us

We are subject to significant federal and state banking regulation and supervision, which is primarily for the benefit and protection of our customers and the Federal Deposit Insurance Fund and not for the benefit of investors in our securities. In the past, our business has been materially affected by these regulations. This can be expected to continue in the future. Laws, regulations or policies, including accounting standards and interpretations, currently affecting us and our subsidiaries may change at any time. Regulatory authorities may also change their interpretation of and intensify their examination of compliance with these statutes and regulations. Therefore, our business may be adversely affected by changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement, as well as by supervisory action or criminal proceedings taken as a result of noncompliance, which could result in the imposition of significant penalties or fines. Changes in laws and regulations may also increase our expenses by imposing additional supervision, fees, taxes or restrictions on our operations. Compliance with laws and regulations, especially new laws and regulations, increases our operating expenses and may divert management attention from our business operations.

In July 2010, President Obama signed into law the Dodd-Frank Act. The Act was adopted in response to the financial crisis that ensued in 2008. The Act, among other things, created a new CFPB with broad powers to regulate consumer financial products such as credit cards and mortgages, created a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, has led to new capital requirements from federal banking agencies, placed new limits on electronic debit card interchange fees, and required the SEC and national stock exchanges to adopt significant new corporate governance and executive compensation reforms. As a result, the Federal Reserve and the other U.S. federal banking agencies have enacted or proposed new regulations relating to:

• enhanced prudential standards for large BHCs and large FBOs operating in the U.S., including new requirements relating to capital planning, liquidity risk management, counterparty credit exposure limits, overall risk management standards, stress testing, debt to equity limits, resolution planning and early remediation and a requirement that large FBO's, such as MUFG and BTMU, operate in the U.S. through an intermediate holding company structure;

• standardized quantitative liquidity requirements generally consistent with the LCR standard established by the BCBS, designed to ensure that covered banking organizations maintain an adequate level of cash and HQLA, such as central bank reserves and government and corporate debt, to meet estimated net liquidity needs in a short-term stress scenario using liquidity inflow and outflow assumptions provided in the rule;

• prohibitions on banking entities from engaging in short-term proprietary trading of securities, derivatives, commodity futures and options on these instruments for their own account, subject to certain limited exemptions and exclusions, in addition to certain restrictions on banking entities investing in covered funds, otherwise known as the “Volcker Rule”;

83

• enhanced oversight of derivatives and swap activities by multiple regulatory agencies, including the U.S. Commodities Futures Trading Commission, the SEC and the federal banking regulators;

• establishment of minimum standards for the design and implementation of a risk governance framework for large national banks with average total consolidated assets of $50 billion or more requiring separation and independence of specific risk management related roles and responsibilities for designated bank functions;

• our residential mortgage lending business, namely the Ability-to-Pay, Qualified Mortgage and Know What You Owe regulations of the CFPB; and

• new restrictions on banks’ abilities to charge overdraft services and interchange fees on debit card transactions.

This important legislation has affected U.S. financial institutions, including MUAH and MUB, in many ways, some of which have increased, or may increase in the future, the cost of doing business and present other challenges to the financial services industry. For additional information regarding the impact on our business of the Dodd-Frank Act and related regulations, see "Supervision and Regulation - Principal Federal Banking Laws - Dodd-Frank Act and Related Regulations" in Part I, Item 1. of our 2014 Annual Report on Form 10-K. Due to our size of over $50 billion in assets, we are regarded as “systemically significant” to the financial health of the U.S. economy and, as a result, are subject to additional regulations as discussed further below and in “Supervision and Regulation” in Part I, Item 1. of our 2014 Annual Report on Form 10‑K.

In July 2013, the Federal Reserve and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations. For additional information, see “Supervision and Regulation - Regulatory Capital and Liquidity Standards” in Part I, Item I. of our 2014 Annual Report on Form 10‑K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Capital” in Part I, Item 2. of this Form 10‑Q. MUAH timely filed its annual capital plan under the Federal Reserve’s CCAR Program in January 2015. The CCAR evaluates capital planning processes and assesses capital adequacy levels under various scenarios to determine if BHCs would have sufficient capital to continue operations throughout times of economic and financial market stress. In March 2015, MUAH was informed by the Federal Reserve that it did not object to the Company’s capital plan. However, it has been reported that various other BHCs have in the past received objections to their CCAR submissions from the Federal Reserve and there can be no assurance that MUAH will not receive such objections with respect to its future annual submissions under the CCAR Program. If the Federal Reserve were to object to a future CCAR submission by MUAH, this could have adverse consequences for our business prospects including limiting our ability to grow either organically or otherwise.

The need to maintain more and higher quality capital, as well as greater liquidity, could limit the Company’s business activities, including lending, and its ability to expand, either organically or through acquisitions. It could also result in the Company taking steps to increase its capital or being limited in its ability to pay dividends or otherwise return capital to its shareholder, or selling or refraining from acquiring assets. In addition, the new liquidity standards could require the Company to increase its holdings of highly liquid short‑term investments, thereby reducing the Company’s ability to invest in longer‑term or less liquid assets even if more desirable from a balance sheet management perspective. Moreover, although these new requirements are being phased in over time, U.S. federal banking agencies have been taking into account expectations regarding the ability of banks to meet these new requirements, including under stressed conditions, in approving actions that represent uses of capital, such as dividend increases and acquisitions.

The capital rules of the federal banking agencies and the FBO rules of the Federal Reserve, referred to above, as well as the various other regulations described above, along with other regulations which may be adopted in the future, may also generally increase our cost of doing business and lead us to stop, reduce or modify our offerings of various products.

Proposals to reform the housing finance market in the U.S. could also significantly affect our business. These proposals, among other things, consider winding down the GSEs Fannie Mae and Freddie Mac and reducing or eliminating over time the role of the GSEs in guaranteeing mortgages and providing funding for mortgage loans, as well as the implementation of reforms relating to borrowers, lenders, and investors in the mortgage market, including reducing the maximum size of a loan that the GSEs can guarantee, phasing in a

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minimum down payment requirement for borrowers, improving underwriting standards, and increasing accountability and transparency in the securitization process. While the specific nature of these reforms and their impact on the financial services industry in general, and on MUB in particular, is uncertain at this time, such reforms, if enacted, are likely to have a substantial impact on the mortgage market and could potentially reduce our income from mortgage originations by increasing mortgage costs or lowering originations. The GSE reforms could also reduce real estate prices, which could reduce the value of collateral securing outstanding mortgage loans. This reduction of collateral value could negatively impact the value or perceived collectability of these mortgage loans and may increase our allowance for loan losses. Such reforms may also include changes to the Federal Home Loan Bank System, which could adversely affect a significant source of funding for lending activities by the banking industry, including the Bank. These reforms may also result in higher interest rates on residential mortgage loans, thereby reducing demand, which could have an adverse impact on our residential mortgage lending business.

President Obama’s proposed 2016 U.S. budget includes a seven basis point fee on liabilities that would apply to banks with greater than $50 billion in assets. This fee would be effective January 1, 2016 and would be intended to recover taxpayer funds provided to U.S. financial institutions through the U.S. Treasury’s Troubled Asset Relief Program and impose a direct cost to leverage for large firms. We cannot predict whether or to what extent, if any, this fee will become law. On May 21, 2012, the U.S. Treasury announced its final rule to establish an assessment fee on all institutions with greater than $50 billion in assets to fund the Office of Financial Research. As we have greater than $50 billion in assets, under the final rule we are subject to this fee at the MUFG level. In August 2013, the Federal Reserve issued a final rule to implement Section 318 of the Dodd‑Frank Act which imposed a new supervisory assessment on all institutions with greater than $50 billion in assets, which is being assessed at the MUFG level, and is based on an average of the total combined assets of MUFG from U.S. operations, net of U.S. intercompany balances and allowed transactions. Therefore, our operating costs over time can be expected to increase due to these assessments, which are based, among other things, on the projected operating expenses of this new office and the aggregate assessable assets of the subject banks.

Several cities in the United States (including New York, Los Angeles and San Diego) have adopted so‑called “responsible banking acts” and other cities are considering the adoption of similar ordinances. These city ordinances, some of which have withstood initial legal challenges, generally require banks that hold city government deposits to provide detailed accounts of their lending practices in low‑income communities, as well as their participation in foreclosure prevention and home loan principal reduction programs. Performance under these ordinances is used as a basis for awarding the city’s financial services contracts. The adoption of these ordinances by municipalities for which the Bank is a provider of cash management or other banking services could result in increased regulatory and compliance costs and other operational costs and expenses, making this business less desirable to the Bank and potentially resulting in reduced opportunities for the Bank to provide these services.

International laws, regulations and policies affecting us, our subsidiaries and the business we conduct may change at any time and affect our business opportunities and competitiveness in these jurisdictions. Due to our ownership by BTMU, laws, regulations, policies, fines and other supervisory actions adopted or enforced by the Government of Japan, the Federal Reserve and other regulators may adversely affect our activities and investments and those of our subsidiaries in the future.

We maintain systems and procedures designed to comply with applicable laws and regulations. However, some legal/regulatory frameworks provide for the imposition of criminal or civil penalties (which can be substantial) for noncompliance. In some cases, liability may attach even if the noncompliance was inadvertent or unintentional and even if compliance systems and procedures were in place at the time. There may be other negative consequences from a finding of noncompliance, including restrictions on certain activities and damage to our reputation.

Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies. We are particularly affected by the policies of the Federal Reserve, which regulates the supply of money and credit in the U.S. Under the Dodd‑Frank Act and a long‑standing policy of the Federal Reserve, a BHC is expected to act as a source of financial and managerial strength for its subsidiary banks. As a result of that policy, we may be required to commit financial and other resources to our subsidiary bank in circumstances where we might not otherwise do so. Among the instruments of monetary policy available to the Federal Reserve are (a) conducting open market operations in U.S. Government securities, (b) changing the

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discount rates on borrowings by depository institutions and the federal funds rate, and (c) imposing or changing reserve requirements against certain borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the Federal Reserve can be expected to have a material effect on our business, prospects, results of operations and financial condition.

Refer to “Supervision and Regulation” in Part I, Item 1. of our 2014 Annual Report on Form 10‑K for discussion of certain additional existing and proposed laws and regulations that may affect our business.

The increasing regulation of the financial services industry has required and can be expected to continue to require significant investments in technology, personnel or other resources. Our competitors may be subject to different or reduced degrees of regulation due to their asset size or types of products offered and may also be able to more efficiently utilize resources to comply with regulations and to more efficiently absorb increased regulatory compliance costs into their existing cost structure.

Our deposit customers may pursue alternatives to bank deposits or seek higher yielding deposits, which may increase our funding costs and adversely affect our liquidity position

Checking and savings account balances and other forms of deposits can decrease when our deposit customers perceive alternative investments, such as the stock market, other non‑depository investments or higher yielding deposits, as providing superior expected returns. Technology and other changes has made it more convenient for bank customers to transfer funds into alternative investments or other deposit accounts, including products offered by other financial institutions or non‑bank service providers. Future increases in short‑term interest rates could increase such transfers of deposits to higher yielding deposits or other investments either with us or with external providers. In addition, our level of deposits may be affected by lack of consumer confidence in financial institutions, which have caused fewer depositors to be willing to maintain deposits that are not fully insured by the FDIC. Depositors may withdraw certain deposits from MUB and place them in other institutions or invest uninsured funds in investments perceived as being more secure, such as securities issued by the U.S. Treasury. These consumer preferences may force us to pay higher interest rates or reduce fees to retain certain deposits and may constrain liquidity as we seek to meet funding needs caused by reduced deposit levels.

In addition, we have benefited from a “flight to quality” by consumers and businesses seeking the relative safety of bank deposits following the financial crisis of 2008. As interest rates rise from historically low levels in recent years, our deposits may not be as stable or as interest rate insensitive as similar deposits may have been in the past, and as the recovery in the U.S. economy continues, some existing or prospective deposit customers of banks generally, including MUB, may be inclined to pursue other investment alternatives.

Efforts and initiatives we undertake to retain and increase deposits, including deposit pricing, can increase our costs. When bank customers move money out of bank deposits in favor of alternative investments or into higher yielding deposits, we can lose a relatively inexpensive source of funds, increasing our funding cost. As our assets grow, we may face increasing pressure to seek new deposits through expanded channels from new customers at favorable pricing, further increasing our costs.

Company Factors

Adverse California economic conditions could adversely affect our business

At times over the last several years, economic conditions in California have been subject to various challenges, including significant deterioration in the residential real estate sector and the California state government’s budgetary and fiscal difficulties. Following the financial crisis in 2008, certain California real estate markets experienced some of the worst property value declines in the U.S. California continues to have a relatively high unemployment rate. While California markets, including home prices, and the California economy in general have experienced a recovery in recent years, there can be no assurance that the recovery will continue.

In addition, until 2013, the State of California had experienced budget shortfalls or deficits that led to protracted negotiations between the Governor and the State Legislature over how to address the budget gap. The California electorate approved, in the November 2012 general elections, certain increases in the rate of income taxation in California. However, there can be no assurance that the state’s fiscal and budgetary challenges will not recur. Also, municipalities and other governmental units within California have been experiencing

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budgetary difficulties, and several California municipalities have filed for protection under the Bankruptcy Code. As a result, concerns also have arisen regarding the outlook for the governmental obligations of California municipalities and other governmental units.

A substantial majority of our assets, deposits and interest and fee income is generated in California. As a result, poor economic conditions in California may cause us to incur losses associated with higher default rates and decreased collateral values in our loan portfolio. If the budgetary and fiscal difficulties of the California State government and California municipalities and other governmental units were to recur or economic conditions in California decline, we expect that our level of problem assets could increase and our prospects for growth could be impaired. The severe drought which California has experienced recent years, if it continues, may also cause further difficulties for the California economy, particularly in the agricultural sector. In April 2015, California Governor Edmund G. Brown Jr. issued an executive order directing the State Water Resource Control Board to implement mandatory water reductions in cities and towns across California to reduce water usage by 25 percent. The impact of this and other measures in response to the drought on the California business climate and economy is uncertain.

Our business could suffer if we fail to attract, retain and successfully integrate skilled personnel

Our success depends, in large part, on our ability to attract and retain key personnel, including executives. Any of our current employees, including our senior management, may terminate their employment with us at any time. Competition for qualified personnel in our industry can be intense. We may not be successful in attracting and retaining sufficient qualified personnel. We may also incur increased expenses and be required to divert the attention of other senior executives to recruit replacements for the loss of any key personnel.

From time to time, we experience turnover among members of management, often due to retirement or rotation to other assignments within the MUFG group. We must successfully integrate any new management personnel that we bring into the organization in order to achieve our operating objectives as new management becomes familiar with our business.

The federal banking regulators, have issued guidance which is intended to prohibit incentive compensation arrangements at insured depository institutions that would encourage inappropriate risk taking, are deemed to be excessive, or that may lead to material losses. In addition, the FDIC has proposed rules which would increase deposit premiums for institutions with compensation practices deemed to increase risk to the institution. Over time, this guidance and the proposed rules, if adopted, could have the effect of making it more difficult for banks to attract and retain skilled personnel.

Our credit ratings are important in order to maintain liquidity

Major credit rating agencies regularly evaluate the securities of MUAH and the securities and deposits of MUB. Their ratings of our long-term and short-term debt obligations and of our deposits are based on a number of factors including our financial strength, ability to generate earnings, and other factors, some of which are not entirely within our control, such as conditions affecting the financial services industry and the economy. On March 16, 2015, Moody’s Investors Service published an updated methodology for rating banks globally. Bank ratings are under review globally due to these broad changes in Moody’s methodology which are not specific to the Company. The updated methodology is likely to result in changes to certain of the Company’s ratings and those of its peers, both domestically and internationally. MUB’s senior unsecured long-term and short-term debt ratings are on review for downgrade while MUB’s long-term deposit rating is on review for upgrade. In light of the continually evolving conditions in the financial services industry, the financial markets and the economy, there can be no assurance that we will maintain our current long-term and short-term ratings. If our long-term or short-term credit ratings suffer substantial downgrades, particularly if lowered below investment grade, such downgrades could adversely affect access to liquidity and could significantly increase our cost of funds (especially our wholesale funding), trigger additional collateral or funding requirements, and decrease the number of commercial depositors, investors and counterparties willing or permitted to lend to us, thereby curtailing our business operations and reducing our ability to generate income.

Certain of our derivative instruments contain provisions that require us to maintain a specified credit rating. If our credit rating were to fall below the specified rating, the counterparties to these derivative instruments could terminate the contract and demand immediate payment or demand immediate and ongoing full overnight collateralization for those derivative instruments in net liability positions.

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Adverse changes in the credit ratings, operations or prospects of our parent companies, BTMU and MUFG, could also adversely impact our credit ratings. For additional information, refer to the discussion appearing above under the caption “The Bank of Tokyo‑Mitsubishi UFJ’s and Mitsubishi UFJ Financial Group’s credit ratings and financial or regulatory condition could adversely affect our operations.”

We are subject to operational risks, including cybersecurity risks

We are subject to many types of operational risks throughout our organization. Operational risk is the potential loss from our operations due to factors, such as failures in internal control, systems failures, cybersecurity risks or external events, that do not fall into the market risk or credit risk categories described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2. of this Form 10-Q. Operational risk includes execution risk related to operational initiatives, such as implementation of our technology enhancement projects; increased reliance on internally developed models for risk and finance management, including models associated with regulatory capital requirements; legal and compliance risk; the risk of fraud or theft by employees, customers or outsiders; unauthorized transactions by employees or operational errors, including clerical or record‑keeping errors or those resulting from faulty or disabled computer or telecommunications systems; and operational risks related to use of third party service providers. A discussion of risks associated with regulatory compliance appears above under the caption “The effects of changes or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect us.”

Our operations rely on the secure processing, storage, transmission and reporting of personal, confidential and other sensitive information or data in our computer systems, networks and business applications. Although we take protective measures, our computer systems may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code, and other events that could have significant negative consequences to us. Such events could result in interruptions or malfunctions in our operations or our customers’ operations; interception, misuse or mishandling of personal, confidential or proprietary information and data; or processing of unauthorized transactions or loss of funds. These events could result in litigation and financial losses that are either not insured against or not fully covered by our insurance, and regulatory consequences or reputational harm, any of which could harm our competitive position, operating results and financial condition. These types of incidents can remain undetected for extended periods of time, thereby increasing the associated risks. We may also be required to expend significant resources to modify our protective measures or to investigate and remediate vulnerabilities or exposures arising from cybersecurity risks. We may also be required to expend significant resources to cover costs imposed on us as a result of breaches of bank card information occurring at retail merchants and other businesses.

We depend on the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and our employees in our day‑to‑day and ongoing operations. Our dependence upon automated systems to record and process transactions may further increase the risk that technical system flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect or data which is not reliable. With regard to the physical infrastructure that supports our operations, we have taken measures to implement backup systems and other safeguards, but our ability to conduct business may be adversely affected by any disruption to that infrastructure, including disruptions from natural disasters or other causes. Failures in our internal control or operational systems, security breaches or service interruptions, or those of our third-party service providers, could impair our ability to operate our business and result in potential liability to customers, reputational damage and regulatory intervention, any of which could harm our operating results and financial condition.

MUB and reportedly other financial institutions have been the target of various denial-of-service or other cyber attacks (including attempts to inject malicious code and viruses into our computer systems) as part of what appears to be a coordinated effort to disrupt the operations of financial institutions and potentially test their cybersecurity in advance of future and more advanced cyber attacks. These denial-of-service and other attacks have not breached the Company’s data security systems, but require substantial resources to defend, and may affect customer satisfaction and behavior. To date we have not experienced any material losses relating to cyber attacks or other information security breaches, but there can be no assurance that we will not suffer such losses or information security breaches in the future. While we have a variety of cybersecurity measures in place, the consequences to our business of such attacks cannot be predicted with any certainty.

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In addition, there have been increasing efforts on the part of third parties to breach data security at financial institutions as well as at other types of companies, such as large retailers, or with respect to financial transactions, including through the use of social engineering schemes such as “phishing.” The ability of our customers to bank remotely, including online and through mobile devices, requires secure transmissions of confidential information and increases the risk of data security breaches which would expose us to financial claims by customers or others and which could adversely affect our reputation. Even if cyber attacks and similar tactics are not directed specifically at MUB or our third-party service providers, such attacks on other large financial institutions could disrupt the overall functioning of the financial system and undermine consumer confidence in banks generally, to the detriment of other financial institutions, including MUB.

In March of 2015, the Federal bank regulators issued two related statements regarding cybersecurity. One statement indicates that financial institutions should design multiple layers of security controls to establish lines of defense and to ensure that their risk management processes also address the risk posed by compromised customer credentials, including security measures to reliably authenticate customers accessing internet-based services of the financial institution. The other statement indicates that a financial institution’s management is expected to maintain sufficient business continuity planning processes to ensure the rapid recovery, resumption and maintenance of the institution’s operations after a cyber attack involving destructive malware. A financial institution is also expected to develop appropriate processes that enable recovery of data and business operations and that address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber attack. Although these recently issued regulatory statements provide that they do not contain any new regulatory expectations, we are continuing to evaluate them and they do indicate that the regulators regard cybersecurity to be a matter of great importance for U.S. financial institutions. A financial institution which fails to observe the regulatory guidance could be subject to various regulatory sanctions, including financial penalties.

We may also be subject to disruptions of our operating systems arising from other events that are wholly or partially beyond our control, such as electrical, internet or telecommunications outages, natural disasters (such as major seismic events), terrorist attacks or unexpected difficulties with the implementation of our technology enhancement projects, which may give rise to disruption of service to customers and to financial loss or liability in ways which cannot be predicted with any certainty. Our business recovery plan may not work as intended or may not prevent significant interruptions of our operations.

Item 6.   Exhibits

A list of exhibits to this Form 10-Q is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MUFG AMERICAS HOLDINGS CORPORATION (Registrant)
Date: 5/11/2015	By:	/s/ MASASHI OKA
		Masashi Oka President and Chief Executive Officer (Principal Executive Officer)
Date: 5/11/2015	By:	/s/ JOHN F. WOODS
		John F. Woods Chief Financial Officer (Principal Financial Officer)
Date: 5/11/2015	By:	/s/ ROLLAND D. JURGENS
		Rolland D. Jurgens Controller and Chief Accounting Officer (Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
1.1	Underwriting Agreement, dated February 5, 2015, between the Company and the several underwriters named in Schedule II thereto and for whom Morgan Stanley & Co. LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith and Mitsubishi UFJ Securities (USA), Inc. acted as representatives(3)
4.1	Officer's Certificate establishing the terms of the Senior Notes, dated February 10, 2015(4)
4.2	Form of 1.625% Senior Note due 2018 (included as Exhibit A to Exhibit 4.1)(5)
4.3	Form of 2.250% Senior Note due 2020 (included as Exhibit B to Exhibit 4.1)(6)
4.4	Form of 3.000% Senior Note due 2015 (included as Exhibit C to Exhibit 4.1)(7)
4.5	Form of Floating Rate Senior Note due 2018 (included as Exhibit D to Exhibit 4.1)(8)
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)(2)
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)(2)
101	Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, is formatted in XBRL interactive data files: (i) Consolidated Statements of Income; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Changes in Stockholder's Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Financial Statements(1)

(1) Filed herewith.

(2) In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

(3) Incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K filed February 10, 2015.

(4) Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed February 10, 2015.

(5) Incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed February 10, 2015.

(6) Incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed February 10, 2015.

(7) Incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed February 10, 2015.

(8) Incorporated by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K filed February 10, 2015.

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