UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | ||
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||
| For the fiscal year ended December 31, 2016 | ||
| OR | ||
o 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 of Incorporation) | (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
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of each class)
Not applicable
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $1.00 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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 Act). Yes o No x
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant: Not applicable; all of the voting stock of the registrant is owned by its parent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and its ultimate parent, Mitsubishi UFJ Financial Group, Inc.
As of February 28, 2017, the number of shares outstanding of the registrant's Common Stock was 144,322,280.
DOCUMENTS INCORPORATED BY REFERENCE
None.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION (I) (1) (a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
MUFG Americas Holdings Corporation and Subsidiaries
Table of Contents
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Glossary of Defined Terms
The following acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. “Business," Item 1A. “Risk Factors,” Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” and Item 8. “Financial Statements and Supplementary Data.”
| ADR | American Depositary Receipt |
| Agency Securities | Securities guaranteed by a U.S. government agency |
| ALCO | Asset Liability Management Committee |
| ALM | Asset Liability Management |
| AMA | Advanced Measurement Approach |
| AOCI | Accumulated other comprehensive income |
| ARC | Americas Risk Committee |
| ASU | Accounting Standards Update |
| BCBS | Basel Committee on Banking Supervision |
| BHCA | Bank Holding Company Act |
| 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 |
| CEA | Credit Examination for the Americas |
| CFPB | Consumer Financial Protection Bureau |
| CLO | Collateralized Loan Obligation |
| CMBS | Commercial mortgage-backed securities |
| CRA | Community Reinvestment Act |
| CRO | Chief Risk Officer |
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act |
| ECA | Executive Committee for the Americas |
| ESBP | Executive Supplemental Benefit Plan |
| Exchange Act | U.S. Securities Exchange Act of 1934 |
| FASB | Financial Accounting Standards Board |
| FBO | Foreign banking organization |
| FDIA | Federal Deposit Insurance Act |
| FDIC | Federal Deposit Insurance Corporation |
| Federal Reserve | Board of Governors of the Federal Reserve System |
| FHLB | Federal Home Loan Bank |
| FICO | Fair Isaac Corporation |
| GLB Act | Gramm-Leach-Bliley Act |
| GSE | Government-sponsored enterprise |
| GSIB | Global systemically important banks |
| HQA Plan | BTMU Headquarters for the Americas Stock Bonus Plan |
| HQLA | High quality liquid assets |
| IAA | Internal Audit for the Americas |
| IHC | Intermediate Holding Company |
| LCR | Liquidity Coverage Ratio |
| LIHC | Low income housing credit |
| LTV | Loan-to-value |
| MRM | Market Risk Management |
| MRMC | Market Risk Management Committee |
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| MUAH | MUFG Americas Holdings Corporation |
| MUAH Plan | MUFG Americas Holdings Corporation Stock Bonus Plan |
| MUB | MUFG Union Bank, N.A. |
| MUFG | Mitsubishi UFJ Financial Group, Inc. |
| MUSA | MUFG Securities Americas Inc. |
| NY DFS | New York State Department of Financial Services |
| OCC | Office of the Comptroller of the Currency |
| OCI | Other comprehensive income |
| OFAC | U.S. Treasury's Office of Foreign Assets Control |
| OREO | Other real estate owned |
| ORMD | Operational Risk Management Department |
| PCI | Purchased credit-impaired |
| PEP | Petroleum exploration and production |
| RMBS | Residential mortgage-backed securities |
| S&P | Standard & Poor's Ratings Services |
| SEC | Securities and Exchange Commission |
| SLR | Supplementary Leverage Ratio |
| TDR | Troubled debt restructuring |
| TLAC | Total Loss Absorbing Capacity |
| UNBC Plan | UnionBanCal Plan |
| VaR | Value-at-risk |
| VIE | Variable interest entity |
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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," and the other risks described in this report 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 and other market risks, 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 |
| • | 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 financial crisis 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 including the Federal banking agencies' TLAC regulation, and other 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 |
| • | Regulatory and compliance controls and processes and their impact on our business, including our operating costs and revenues |
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| • | 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, realign our business model or otherwise restructure, reorganize or change our business mix, and their timing and impact on our business |
| • | Our expectations regarding the formation of our IHC and the impact of acquisitions on our business and results of operations |
| • | The impact of changes in our credit ratings including methodology changes adopted by rating agencies |
| • | 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 cyber-security issues and attacks on financial institutions and other businesses, such as our vendors or large retailers, and regulatory expectations relating to cyber-security |
| • | Our understanding that BTMU will continue to limit its participation in transactions with Iranian entities and individuals to certain types of transactions |
| • | 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 a possible return of the California drought on its economy and related governmental actions |
| • | The realignment by MUFG Americas of its business model in the U.S., including MUAH, and our plan to evaluate this change as part of our evaluation of our business segments in the first quarter of 2017 |
| • | Descriptions of assumptions underlying or relating to any of the foregoing |
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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", Item 1A. "Risk Factors" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-K 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.
PART I
ITEM 1. BUSINESS
General
We are a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. (MUB or the Bank) and MUFG Securities Americas Inc. (MUSA) (formerly Mitsubishi UFJ Securities (USA) Inc.). As used in this Form 10-K, 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.
We service U.S. Wholesale Banking, Investment Banking & Markets, certain Transaction Banking and MUSA customers through the MUFG brand and serve Regional Bank 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 also provides various business, banking, financial, administrative and support services, and facilities for BTMU in connection with the operation and administration of all of BTMU's business in the U.S. (including BTMU's U.S. branches). As of December 31, 2016, MUB operated 365 branches, comprised primarily of retail banking branches in the West Coast states, along with commercial branches in Texas, Illinois, New York and Georgia, as well as two international offices.
The Company’s leadership team is bicoastal with Regional Bank and Transaction Banking leaders on the West Coast while U.S. Wholesale Banking, Investment Banking & Markets and MUSA leaders are based in New York City. The corporate headquarters (principal executive office) for MUB, MUSA 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. During 2016, in connection with the designation of MUAH as the U.S. Intermediate Holding Company of its ultimate parent, MUFG, the Company issued shares to BTMU and MUFG in exchange for interests in substantially all of MUFG's U.S. subsidiaries. All of our issued and outstanding shares of common stock are owned by BTMU and MUFG.
All reports that we file or furnish electronically with the SEC, including the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, as well as any amendments to those reports, are accessible at no cost on our internet website at www.unionbank.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the SEC. These filings are also accessible on the SEC's website at www.sec.gov.
Lines of Business
Our operations are organized into five reportable segments: Regional Bank, U.S. Wholesale Banking, Transaction Banking, Investment Banking & Markets and MUFG Securities Americas Inc. These segments and their financial information are described more fully in "Business Segments" within our "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7. and in Note 23 to our Consolidated Financial Statements included in this Form 10-K.
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Employees
At December 31, 2016, we had approximately 12,400 full-time equivalent employees.
Competition
Banking is a highly competitive business. We compete actively for loan, deposit, and other financial services business both nationally and internationally. Our competitors include a large number of state and national banks, thrift institutions, credit unions, finance companies, mortgage banks and major foreign-affiliated or foreign banks, as well as many financial and nonfinancial firms that offer services similar to those offered by us, including many large securities firms, financial services subsidiaries of commercial and manufacturing companies and marketplace lenders. Many of these competitors enjoy fewer regulatory restraints and some may have lower cost structures. Some of our competitors are community or regional banks that have strong local market positions, while others include large financial institutions that have substantial capital, technology and marketing resources.
The financial services industry is also becoming more competitive as further technological advances enable more companies to provide financial services. These technological advances increasingly allow parties to complete financial transactions electronically and may diminish the importance of depository institutions and other financial intermediaries.
Current federal law has made it easier for out-of-state banks to enter and compete in the states in which we operate. Competition in our principal markets may further intensify as a result of the Dodd-Frank Act which, among other things, permits out-of-state de novo branching by national banks, state banks, and foreign banks from other states.
The primary factors in competing for business include pricing, convenience of office locations and other delivery methods, range of products offered, customer relationships, and level of services offered.
Supervision and Regulation
BHCs, banks and securities broker/dealers are extensively regulated under federal and state law. This regulation is intended primarily for the protection of depositors and other customers and the Federal Deposit Insurance Fund, and not for the benefit of investors in securities issued by a BHC or bank. Set forth below is a summary description of significant laws and regulations that relate to our operation and those of our subsidiaries, including MUB and MUSA. This summary description of applicable laws and regulations is not complete and is qualified by reference to such laws and regulations and does not address all applicable laws and regulations. Financial statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies, and a change in them, including changes in how they are interpreted or implemented, could have a material effect on our business and operations.
Principal Federal Banking Laws
BHCA and the GLB Act. The Company, MUFG and BTMU are subject to regulation under the BHCA, which subjects us to Federal Reserve reporting, supervision and examination requirements. Generally, the BHCA restricts our ability to invest in non-banking entities, and we may not acquire more than five percent of the voting shares of any domestic bank without the prior approval of the Federal Reserve. Our activities are limited, with some exceptions to the business of banking, managing or controlling banks, and other activities that the Federal Reserve deems to be so closely related to banking as to be a proper incident thereto.
The GLB Act allows “financial holding companies” to offer banking, insurance, securities and other financial products. Among other things, the GLB Act provides a framework for BHCs, through financial subsidiaries, to engage in new financial activities, under certain conditions. MUAH, BTMU and MUFG are financial holding companies under the BHCA. In order to maintain our status as a financial holding company, we must continue to satisfy certain ongoing criteria, such as capital, managerial and CRA requirements. At this time, we have no plans to form any “financial subsidiaries.”
National Bank Act. MUB, our principal banking subsidiary, exists under and is subject to the National Bank Act which, together with the regulations of the OCC, governs many aspects of the corporate activities and
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banking operations of national banks, including the powers and duties of national banks, the payment of dividends on capital stock, limits on loans and investment activities, minimum capital ratios, fiduciary activities, the opening and closing of branches, the acquisition of other banking entities or financial companies and many other matters.
Principal Federal Banking Regulatory Agencies
Federal Reserve. As a BHC, we are subject to the extensive regulation, supervision and examination authority of the Federal Reserve. The Federal Reserve also has extensive enforcement authority over all BHCs. Such authority includes the power to assess civil monetary penalties against any BHC violating any provision of the BHCA or any regulation or order of the Federal Reserve under the BHCA. The Federal Reserve also has the power to order termination of activities or ownership of non-bank subsidiaries of the holding company if it determines there is reasonable cause to believe that the activities or ownership of the non-bank subsidiaries constitutes a serious risk to the financial safety, soundness or stability of banks owned by the BHC. Knowing violations of the BHCA or regulations or orders of the Federal Reserve can also result in criminal penalties for the BHC and any individuals participating in such conduct.
Comptroller of the Currency. MUB, as a national banking association, is subject to broad regulation and oversight extending to all its operations by the OCC, its primary federal banking regulator, and also by the Federal Reserve and the FDIC. MUB is required to file periodic reports with the OCC and is subject to ongoing supervision and examination by the OCC.
The OCC has extensive enforcement authority over national banks. If, as a result of an examination of a bank, the OCC determines that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, interest rate sensitivity, or other aspects of the bank’s operations are unsatisfactory or that the bank or its management is violating or has violated any laws or regulations, various remedies are available to the OCC, including the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced to increase capital, to restrict the growth of the bank, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate the bank’s charter. The OCC also has broad authority to address activity it deems to constitute an unsafe or unsound practice by a national bank and is not limited by the specific standards set forth in its regulations.
The OCC has adopted guidelines that establish 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 such as MUB. The guidelines establish specific risk management-related roles and responsibilities for three designated functions: a bank’s “front line” units, independent risk management, and internal audit.
The OCC has also provided additional guidance to national banks for assessing and managing risks associated with third-party relationships, including any business relationship between a bank and another entity, by contract or otherwise. The guidance includes descriptions of planning, due diligence, third-party selection, contract negotiation and ongoing monitoring of third-party relationships that banks should consider when outsourcing bank functions. The guidance could have an impact on MUB’s selection of vendors to which it outsources certain functions and on MUB’s contract negotiations, particularly with respect to representations and warranties and indemnification with the vendors it and they select.
Consumer Financial Protection Bureau. The CFPB has direct supervision and examination authority over banks with more than $10 billion in assets, including MUB. The CFPB’s responsibilities include implementing and enforcing federal consumer financial protection laws, reviewing the business practices of financial services providers for legal compliance, monitoring the marketplace for transparency on behalf of consumers and receiving complaints and questions from consumers about consumer financial products and services. The Dodd-Frank Act added prohibitions on unfair, deceptive or abusive acts and practices to the scope of consumer protection regulations overseen and enforced by the CFPB. In various public pronouncements and enforcement actions, the CFPB has focused on a variety of practices it deems to be unfair, deceptive or abusive, including the following: credit-card add-on products, including billing of consumers for credit-monitoring services without consent; failing to accept or timely post payments; failure to honor loan modifications after the loan servicing is transferred; various debt collection practices, including sending foreclosure notices to borrowers who were current on their loans; and various practices relating to debts owed by service members, such as threatening to contact the
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members’ commanding officers, or burying the contractual authorization for this practice in the lending contract. The CFPB has also been focused on automobile dealer discretionary interest rate markups and on holding banks and other purchasers of such contracts responsible for unlawful disparities in markups charged by dealers to borrowers of different races or ethnicities.
Financial Stability Oversight Council. The Financial Stability Oversight Council (consisting of the Secretary of the Treasury, heads of the federal banking regulatory agencies and the SEC, and certain other officials) provides oversight of all risks created within the U.S. economy from the activities of financial services companies and provides a basis for enhanced prudential regulation. It also has the authority to recommend stricter standards for the largest, most interconnected firms and where it determines that certain practices or activities pose a threat to financial stability, it may make recommendations to the primary financial regulatory agencies for new or heightened regulatory standards. The Financial Stability Oversight Council must determine which BHCs and non-bank financial companies pose risks to U.S. financial stability, and subject those companies to the supervision and regulation of the Federal Reserve. BHCs over $50 billion in consolidated assets are considered to be “large interconnected bank holding companies” and automatically designated as “systemically significant.” The Company falls within this category, and therefore, is subject to heightened prudential standards including enhanced capital, leverage, and liquidity standards, as well as credit exposure reporting, concentration limits, stress testing and resolution plans.
Dodd-Frank Act and Related Regulations
The Dodd-Frank Act, enacted in 2010, has resulted in sweeping changes to the U.S. financial system. 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 enhanced regulatory requirements, as discussed further below. Many provisions of the law have been implemented by rules and regulations of the federal banking agencies, but, as discussed below, certain provisions of the law are yet to be implemented, and therefore the full scope and impact of the law on banking institutions generally and on our business cannot be fully determined at this time. The Dodd-Frank Act also provides authority to the FDIC with respect to the liquidation of systemically important non-bank financial companies, including BHCs. Liquidation proceedings for such companies will be funded by borrowings from the U.S. Treasury and risk- based assessments on covered financial companies. In circumstances where there is a shortfall after assessments on creditors of the failed company, there may be assessments on BHCs with consolidated assets of $50 billion or more, such as the Company.
As required by the Dodd-Frank Act, the Federal Reserve adopted rules regarding stress testing requirements for large BHCs such as the Company. The OCC also adopted similar rules for large national banks such as MUB. The stress testing rules govern the timing and type of stress testing activities required of large BHCs and banks as well as rules governing testing controls, oversight and disclosure requirements. The stress testing rules limit the ability of a BHC to make capital distributions to the extent that its actual capital issuances are less than the amount indicated in its capital plan, measured on a quarterly basis.
As required by the Dodd-Frank Act, the Federal Reserve adopted final rules regarding enhanced prudential standards for both large U.S. BHCs, such as the Company, and large FBOs operating in the U.S., such as BTMU. These integrated rules include the Federal Reserve’s resolution plan, capital plan, and stress testing rules, as well as a final rule regarding enhanced prudential standards. (The resolution, capital plan and stress testing rules are discussed below in this section.) The final enhanced prudential standards rule addresses a diverse array of regulatory areas, each of which is highly complex. In some instances, the rule implements new financial regulatory requirements and in other instances it overlaps other regulatory reforms already in existence (such as the Basel III capital and liquidity reforms and stress testing requirements discussed elsewhere in this report). For large domestic BHCs and large FBO’s operating in the U.S., such as BTMU, the final enhanced prudential standards rule formalizes governance and oversight processes with respect to various prudential standards already in place through the Federal Reserve’s other rule-makings, as described in this section, but also imposed certain additional requirements such as an internal liquidity stress testing regime (intended to be complementary to the Federal Reserve’s liquidity coverage ratio proposal discussed below) and maintenance of a related liquidity buffer.
In March 2016, the Federal Reserve re-proposed its single counterparty credit limit rule. The re-proposed rule would impose a general limit on the credit exposure to an unaffiliated counterparty of a U.S. or foreign bank
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holding company with $50 billion or more in total consolidated assets and any IHC to a maximum of 25% of such company's total capital. A stricter credit exposure limit of 25 percent of Tier 1 Capital is applied to such a company which has $250 billion or more in total consolidated assets or $10 billion in on-balance sheet foreign exposure. The strictest restrictions would apply to such a bank holding company which is classified as a globally systemic important banking organization. For such companies, a credit exposure limit to unaffiliated major counterparties (with assets of $500 billion or more) of 15 percent of Tier 1 Capital would be applied in addition to application of an aggregate net credit exposure limit to other counterparties of 25 percent of Tier 1 capital.
The final enhanced prudential standards rules relating to FBOs are similar in various respects to those adopted for large domestic BHCs, such as enhanced requirements relating to risk management, including liquidity risk management and capital and liquidity stress testing. However, the final FBO rules differ in various respects from the domestic BHC rules. For example, a large FBO must certify to the Federal Reserve that it meets capital adequacy standards established by its home country supervisor that are consistent with the BCBS framework. If the FBO does not satisfy such requirements, the Federal Reserve may impose requirements, conditions or restrictions on its U.S. activities.
In addition, the final FBO rules require that an FBO with $50 billion or more of non-branch assets in the U.S. (such as BTMU) operate in the U.S. through an IHC structure. The FBO is required to hold its interest in any U.S. subsidiary through the IHC, which will be its top-tier U.S. subsidiary. U.S. branches of FBOs, such as those of BTMU, are excluded from this requirement. The final FBO rules provide for an initial compliance date for FBOs of July 1, 2016 and generally defer application of a leverage ratio to IHCs until 2018. MUAH became the IHC for the U.S. operations of MUFG and BTMU on July 1, 2016.
Additionally, in December of 2016, the Federal Reserve finalized rules imposing new TLAC requirements on GSIBs with operations in the U.S., such as MUFG. The Company, which serves as MUFG’s designated IHC in the U.S., will be subject to maintaining a minimum amount of total loss-absorbing capacity, which must be met with a combination of Tier 1 regulatory capital and long-term debt. Due to MUFG’s single point of entry resolution approach, the Company will be subject to a minimum level of Internal TLAC, which must be issued either to a foreign company that controls the Company (in this case BTMU or MUFG) or to another directly or indirectly wholly-owned foreign subsidiary of MUFG. TLAC Tier 1 regulatory capital is designed to absorb losses, while the conversion of TLAC eligible long-term debt into common equity is designed to recapitalize the Company prior to any bankruptcy or insolvency proceedings. The Company will be required to comply with these new rules by January 1, 2019.
Under the Dodd-Frank Act and Federal Reserve regulations, a BHC is required to serve as a source of financial and managerial strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. Under these requirements, a BHC may be required to contribute additional capital to an undercapitalized subsidiary bank. However, this additional capital may be required at times when the BHC may not have the resources to provide such support.
The federal financial regulatory agencies adopted final rules implementing Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule. The final rule generally prohibits banking entities from engaging in short-term proprietary trading of securities, derivatives, commodity futures and options on these instruments for their own account. The final rule provides exemptions for certain activities, including certain types of market making, underwriting, hedging of specific, identifiable risks of individual or aggregated positions, and trading in U.S. government, agency, state and municipal obligations. These exemptions are limited if they involve a material conflict of interest, a material exposure to high-risk assets or trading strategies, or a threat to the institution’s safety and soundness or to that of the U.S. financial system. The rules also exempt trading for customers in a fiduciary capacity or in riskless principal trades, subject to certain requirements.
The Volcker Rule also prohibits banking entities from owning and sponsoring hedge funds and private equity funds (covered funds), subject to certain exclusions. MUB sold the vast majority of its non-conforming private equity fund interests after the Volcker Rule was proposed.
The Volcker Rule also provides compliance requirements generally requiring banking entities to establish an internal compliance program reasonably designed to ensure and monitor compliance with the final rules. As a larger banking entity, the Company was required to establish a more detailed compliance program.
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In July 2016, the agencies extended the deadline for compliance with the covered fund restrictions for legacy covered funds until July 21, 2017. This extension was the final of the one-year extensions that the agencies were authorized to grant. Although we anticipate increased compliance costs, we do not anticipate a material impact to our financial results as prohibited proprietary trading and covered fund investment activities are not significant to our financial results.
The Dodd-Frank Act also changed the existing standard for the preemption of state consumer financial laws to allow a court or the OCC to preempt a state consumer financial law only if it discriminates against national banks, prevents or significantly interferes with the exercise by the national bank of its powers or the state law is preempted by another federal law. This change was intended to allow greater regulation of national banks under state law and may result in increased consumer protection requirements being imposed on national banks. The Dodd-Frank Act also eliminated the extension of preemption under the National Bank Act to operating subsidiaries of national banks negating certain OCC regulations and court decisions. The Act also authorized state law enforcement authorities to bring lawsuits under state law against national banks, thus subjecting national banks to varying and potentially conflicting interpretation of law by state attorneys general and state regulators. This could result in increased compliance costs for national banks. The Act also required the OCC to make preemption determinations on particular state consumer financial laws on a case-by-case basis, rather than making preemption determinations on broad categories of laws.
Regulatory Capital and Liquidity Standards
The federal banking regulatory agencies have adopted risk-based capital standards under which a banking organization’s capital is compared to the risks associated with assets reflected on its balance sheet as well as off-balance sheet exposures, such as letters of credit.
Regulatory Capital Rules. The Federal Reserve and the other U.S. federal banking agencies have adopted final rules to implement the Basel III capitalization rules of the BCBS for banking organizations located in the United States (U.S. Basel III). The U.S. Basel III Rules replace the U.S. federal banking agencies’ general risk-based capital rules, advanced approaches rule, market-risk rule, and leverage rules, in accordance with certain transition provisions. In December 2014, MUAH received approval from the Federal Reserve to opt-out of the advanced approaches rules for the holding company. MUAH became subject to the U.S. Basel III Rules on January 1, 2015, with certain provisions subject to a phase-in period, while MUB continues to be subject to the final U.S. Basel III Rules which became effective for advanced approaches institutions on January 1, 2014. The U.S. Basel III Rules generally establish more restrictive capital definitions, create additional categories and higher risk-weightings for certain asset classes and off-balance sheet exposures, and higher leverage ratios and capital conservation buffers that will be added to the minimum capital requirements and must be met for banking organizations to avoid being subject to certain limitations on dividends and discretionary bonus payments to executive officers. The U.S. Basel III Rules also implement higher minimum capital requirements.
The U.S. Basel III Rules also provide for various adjustments and deductions to the definitions of regulatory capital that phase in from January 1, 2014 to December 31, 2017. Under these rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer above its minimum risk-based capital requirements (equal to 2.50% of total risk-weighted assets). The capital conservation buffer is designed to absorb losses during periods of economic stress. The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and will be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).
In January 2014, the BCBS issued an updated version of its leverage ratio and disclosure guidance (the “Basel III Leverage Ratio”). The BCBS guidance continues to set a minimum Basel III leverage ratio of 3%. In April 2016, the BCBS proposed, among other things, that for purposes of calculating the denominator of the leverage ratio, off-balance sheet exposures of banks to securitization transactions should be treated the same as such exposures are treated under the Basel Committee revisions to its securitization framework for risk-based capital. The Basel III Leverage Ratio will be subject to further calibration until 2017, with final implementation expected by January 2018. The BCBS is expected to collect data during this observation period to assess whether a minimum leverage ratio of 3% is appropriate over a full credit cycle and for various types of business models and to assess the impact of using either common equity Tier 1 capital or total regulatory capital as the numerator.
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Prompt Corrective Action. Under the OCC’s prompt corrective action regulations (established pursuant to Section 38 of the Federal Deposit Insurance Act), a bank is assigned to one of five capital categories ranging from “well-capitalized” to “critically under- capitalized.” Institutions that are “under-capitalized” or lower are subject to certain mandatory supervisory corrective actions. At each successively lower capital category, an insured bank is subject to increased restrictions on its operations. Failure to meet regulatory capital guidelines can result in a bank being required to raise additional capital. An “under-capitalized” bank must develop a capital restoration plan and its parent holding company must guarantee compliance with the plan subject to certain limits. The OCC has amended its prompt corrective action regulations to reflect the changes made to the regulatory capital requirements by the U.S. Basel III Rules.
For additional information regarding the regulatory capital positions of MUAH and MUB, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Capital Management” in Part II, Item 7 of this Report on Form 10-K and Note 17 to our Consolidated Financial Statements in this Report on Form 10-K.
Comprehensive Capital Analysis and Review Program. Additionally, the Company is required to file an annual capital plan under the Federal Reserve’s CCAR program. 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 June 2016, the Federal Reserve announced that it had not objected to the capital plans of 30 bank holding companies participating in the CCAR program, including the Company. The Federal Reserve did object to the capital plans of two bank holding companies based on qualitative concerns and required a third bank holding company to submit a new capital plan to address certain weaknesses in its capital planning processes although it did not object to that firm’s plan. Depending on the circumstances, failure to attain a non-objection of a bank holding company’s CCAR filing from the Federal Reserve could have a variety of adverse consequences for the institution, including a requirement to augment capital, restrain growth or other adverse consequences. Early in 2017, the Federal Reserve adopted a final rule revising the capital plan and stress testing rules for bank holding companies which includes the elimination of the provision under the rule whereby the Federal Reserve Board may object to a capital plan on the basis of qualitative deficiencies in the firm’s capital planning process for bank holding companies with total consolidated assets of at least $50 billion, but less than $250 billion, and nonbank assets of less than $75 billion, and that are not U.S. global systemically important banks (large but noncomplex firms). Under the new rule these bank holding companies’ capital planning processes will be evaluated through the Federal Reserve Board’s regular ongoing supervisory activities.
Liquidity Coverage Ratio. In September 2014, the U.S. banking agencies adopted the final rule to implement a standardized quantitative liquidity requirement generally consistent with the LCR standard which was included in the Basel III framework of 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 rules (net cash outflow). In April 2016, the Federal Reserve finalized a rule to allow investment-grade, U.S. state general obligation and municipal securities to be counted as HQLA up to certain levels if they meet the same liquidity criteria that apply to corporate debt securities. An institution’s LCR is the amount of its HQLA, as defined and calculated in accordance with the reductions and limitations in the rules, divided by its net cash outflow, with the quotient expressed as a percentage. While the LCR standard generally applies to all internationally active 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 also applied 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, which ended on January 1, 2017, 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 Company is in compliance with the requirements of the modified LCR rule.
The Company may also become subject to a U.S. version of BCBS’ Net Stable Funding Ratio requirements which became final in October 2014 and which are designed to promote more medium- and long-term funding of the assets and activities of an institution over a one-year time horizon. In May 2016, federal banking agencies proposed a net stable funding ratio rule that will require large banking organizations to maintain
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a minimum level of stable funding relative to the liquidity of their assets, derivatives, and commitments, over a one-year period. The proposed rule would apply more stringent requirements to bank holding companies with at least $250 billion in total consolidated assets or at least $10 billion in on-balance sheet foreign exposure. Holding companies with less than such amounts of assets but at least $50 billion in assets would be subject to less stringent requirements. Comments on the proposed rule were due in August 2016, with anticipated effectiveness in January of 2018. In addition, in December 2016, the Federal Reserve Board approved a final rule requiring for the first time that large banking organizations publicly disclose their consolidated LCRs each quarter based on averages over the prior quarter. Firms are also required to disclose their consolidated HQLA amounts, broken down by HQLA category.
Other Federal Laws and Regulations Affecting Banks
There are additional requirements and restrictions in the laws of the U.S. and states in which MUB and its subsidiaries may conduct operations. The consumer lending and finance activities of MUB are also subject to extensive regulation under various state laws as well as the federal laws discussed above. Furthermore, due to BTMU’s controlling ownership of the Company, regulatory requirements adopted or enforced by the Government of Japan may have an effect on the activities and investments of MUB and the Company in the future.
Deposit Insurance. Deposits of MUB are insured up to statutory limits (presently $250,000 per depositor) by the FDIC and, accordingly, are subject to deposit insurance assessments. Deposit insurance assessment rates are subject to change by the FDIC and will be impacted by the overall economy and the stability of the banking industry as a whole.
As required by the Dodd-Frank Act, the FDIC adopted a comprehensive, long-range “restoration” plan for the deposit insurance fund to better ensure the adequacy of the fund’s reserves relative to total insured deposits in the U.S. The ultimate effect on our business of these legislative and regulatory developments relating to the deposit insurance fund cannot be predicted with any certainty.
The FDIA provides that, in the event of the liquidation or other resolution of an insured depository institution, the claims of its depositors (including claims by the FDIC as subrogee of insured depositors) and certain claims for administrative expenses of the FDIC as receiver would be afforded a priority over other general unsecured claims against such an institution. If an insured depository institution fails, insured and uninsured depositors along with the FDIC will be placed ahead of unsecured, non-deposit creditors, in order of priority of payment.
If any insured depository institution becomes insolvent and the FDIC is appointed its conservator or receiver, the FDIC may, in most cases, disaffirm or repudiate any contract to which such institution is a party, if the FDIC determines that performance of the contract would be burdensome, and that disaffirmance or repudiation of the contract would promote the orderly administration of the institution’s affairs. In addition, the FDIC as conservator or receiver may enforce most contracts entered into by the institution notwithstanding any provision providing for termination, default, acceleration or exercise of rights upon or solely by reason of insolvency of the institution, appointment of a conservator or receiver for the institution, or exercise of rights or powers by a conservator or receiver for the institution.
Under provisions of the FDIA, an FDIC-insured bank under common control with another FDIC-insured bank is generally liable for any loss incurred, or reasonably expected to be incurred, by the FDIC upon the actual or reasonably likely failure of such other bank. Thus, MUB could incur liability to the FDIC under these provisions in the event of failure of another bank controlled by the Company or MUFG. This liability would be subordinated to deposit liabilities and certain other senior liabilities. At present, neither the Company nor MUFG have such other bank subsidiaries.
Pursuant to the Dodd-Frank Act and related regulations, BHCs and insured depository institutions with $50 billion or more in assets are required to develop and annually file with the bank regulators resolution plans, or, so-called “living wills,” to facilitate the FDIC’s ability to liquidate such banks, in a prompt and orderly fashion, upon a failure. If the bank regulators determine that the resolution plan is not credible or would not facilitate the orderly resolution of the institution, they may require the institution to submit a revised resolution plan that
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addresses the deficiencies identified by the regulators. If the regulators determine that the revised plan remains deficient, they may determine to subject the institution to more stringent capital, leverage, or liquidity requirements or restrictions on growth, activities or operations and may impose other sanctions.
In September of 2016, the OCC adopted guidelines establishing standards for recovery planning by national banks with total consolidated assets of $50 billion or more, such as MUB. The guidelines require such larger banks to undertake recovery planning to be able to respond quickly to and recover from the financial effects of severe stress on the bank. The recovery plan should identify triggers that reflect the bank’s particular vulnerabilities and identify a wide range of credible options that the bank could undertake to restore financial strength and viability and provide that the bank will notify the OCC of any significant breach of a trigger and actions taken or to be taken in response. Banks with total assets of more than $100 billion but less than $750 billion, such as MUB, must comply with these new requirements within 12 months of January 1, 2017. The OCC is empowered to order enforcement of the guidelines and may assess civil money penalties against banks which fail to meet the standards in the guidelines.
Community Reinvestment Act. MUB is subject to the CRA. The CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the needs of local communities, including low- and moderate-income neighborhoods. In addition to substantial penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and the CRA into account when regulating and supervising other activities, and in evaluating whether to approve applications for permission to engage in new activities or to acquire other banks or companies or de novo branching. An unsatisfactory CRA rating may be the basis for denying the application.
Fair Lending Laws. MUB is subject to the Equal Credit Opportunity Act of 1974, and the implementing regulations thereunder. The statute requires financial institutions and other firms engaged in the extension of credit to make credit equally available to all creditworthy customers without regard to sex or marital status. Moreover, the statute makes it unlawful for any creditor to discriminate against any applicant with respect to any aspect of a credit transaction: (1) on the basis of race, color, religion, national origin, sex or marital status, or age (provided the applicant has the capacity to contract); (2) because all or part of the applicant’s income derives from any public assistance program; or (3) because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. In addition, a creditor may not make any oral or written statement, in advertising or otherwise, to customers or prospective customers that would discourage, on a prohibited basis, application for credit.
MUB is also subject to the Federal Housing Act, which is a civil rights law that makes discrimination in home lending illegal, as well as the Americans with Disabilities Act, which requires banks to reasonably accommodate individuals with disabilities during the lending process. Banks are periodically examined for compliance with these fair lending laws and other related laws. The banking regulators are required to refer matters relating to these fair lending laws to the Department of Justice for possible action under civil penalty statutes whenever the regulator has reason to believe that a creditor has engaged in a pattern or practice of conduct that may violate these laws.
Bank Secrecy Act and Office of Foreign Assets Control Regulation. The banking industry is subject to extensive regulatory controls and processes under the Bank Secrecy Act and related anti-money laundering laws. Under the USA PATRIOT Act, federal banking regulators must consider the effectiveness of a financial institution’s anti-money laundering program prior to approving an application for a merger, acquisition or other activities requiring regulatory approval. The U.S. has also imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These rules are administered by the OFAC. Included among the OFAC restrictions are prohibitions on engaging in financial transactions relating to a sanctioned country and prohibitions on transfers of blocked property and bank deposits subject to U.S. jurisdiction. Failure to comply with these requirements may adversely affect the Company’s ability to obtain regulatory approvals for future initiatives requiring regulatory approval, including acquisitions and additionally could result in substantial monetary fines, penalties and other sanctions.
Affiliate Transactions. MUB and its subsidiaries are subject to certain restrictions under the Federal Reserve Act and related regulations, including restrictions on loans by MUB to, and other transactions with, its affiliates (including a requirement that such transactions with MUB be based on arm’s-length terms). Dividends
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payable by MUB to MUAH are subject to restrictions under a formula imposed by the OCC unless express approval is given by the OCC to exceed these limitations.
Customer Information Security. The federal bank regulatory agencies have adopted guidelines for safeguarding confidential, personal customer information. The guidelines require each financial institution to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazards to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. MUB has adopted a customer information security program.
Privacy. The GLB Act requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to non-affiliated third parties. In general, the statute requires explanations to consumers on policies and procedures regarding the disclosure of such nonpublic personal information, and, except as otherwise required by law, prohibits disclosing such information except as provided in the banks’ policies and procedures. MUB implemented a privacy policy, which provides that all of its existing and new customers will be notified of MUB’s privacy policies. Federal financial regulators have issued regulations under the Fair and Accurate Credit Transactions Act, which have the effect of increasing the length of the waiting period, after privacy disclosures are provided to new customers, before information can be shared among affiliated companies for the purpose of cross-marketing products and services between those affiliated companies. State laws and regulations designed to protect the privacy and security of customer information also apply to us and our other subsidiaries.
Overdraft and Interchange Fees; Interest on Demand Deposits. The Federal Reserve has adopted amendments under its Regulation E that imposed restrictions on banks’ abilities to charge overdraft services and fees. The rule prohibits financial institutions from charging fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions. The Dodd-Frank Act, through a provision known as the Durbin Amendment, required the Federal Reserve to establish standards for interchange fees that are “reasonable and proportional” to the cost of processing the debit card transaction and imposes other requirements on card networks.
Regulation of MUSA
MUSA is registered as a broker-dealer with the SEC, the fifty states and the District of Columbia. Additionally, MUSA is registered with the Municipal Securities Rulemaking Board as a municipal securities dealer and with the National Futures Association (NFA) as a Swaps Firm and Futures Commission Merchant. In 2016, MUFG Securities (Canada) Ltd., a wholly-owned subsidiary of MUSA, received the approval of the Investment Industry Regulatory Organization of Canada to begin its operations.
Much of the regulation of broker-dealers has been delegated to self-regulatory organizations such as the Financial Industry Regulatory Authority, Inc. (FINRA) of which MUSA is a member.
The principal purpose of regulating broker-dealers is the protection of clients and the securities markets. The regulations cover all aspects of the securities business, including, among other things, sales and trading practices, publication of research, margin lending, uses and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping and reporting, fee arrangements, disclosure to clients, fiduciary duties owed to advisory clients, and the conduct of directors, officers and employees.
MUSA is subject to Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule), Rule 15c3-3 (Customer Protection) and related SRO requirements. The Uniform Net Capital Rule specifies minimum capital requirements that are intended to ensure the general financial soundness and liquidity of broker-dealers. The Customer Protection Rule provides requirements for customer cash reserves and the custody of customer securities.
The Uniform Net Capital Rule prohibits a broker-dealer subsidiary from paying cash dividends, or making unsecured advances or loans to its parent company or repaying subordinated loans to its parent company if
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such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement of $250,000.
In addition to the net capital requirements as a self-clearing broker-dealer, MUSA is subject to cash deposit and collateral requirements with clearing houses, such as the Depository Trust & Clearing Corporation and Options Clearing Corporation, which may fluctuate significantly from time to time based upon the nature and size of clients’ trading activity and market volatility.
Future Legislation or Regulatory Initiatives
The economic and political environment of the past several years has led to a number of proposed legislative, governmental and regulatory initiatives, certain of which are described above, that may significantly impact our industry. These and other initiatives could significantly change the competitive and operating environment in which we and our subsidiaries operate. We cannot predict whether these or any other proposals will be enacted or the ultimate impact of any such initiatives on our operations, competitive situation, financial condition or results of operations.
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 calendar year ended December 31, 2016, a non-U.S. subsidiary of MUFG engaged in business activities with entities in, or affiliated with, Iran, including counterparties owned or controlled by the Iranian government. 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. For the calendar year ended December 31, 2016, the aggregate interest and fee income relating to these transactions was less than ¥130 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 calendar year ended December 31, 2016, the average aggregate balance of deposits held in these accounts represented less than 0.09 percent of the average balance of MUFG’s total deposits. The fee income from the transactions attributable to these account holders was less than ¥7 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 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 December 31, 2016. For the calendar year ended December 31, 2016, the aggregate gross interest and fee income relating to these loan transactions was less than ¥50 million, representing less than 0.005 percent of MUFG’s total interest and fee income.
We understand that BTMU will continue to participate in these types of transactions. Following the international relaxation of sanctions against Iran in January 2016, we understand that the balance of non-U.S. dollar correspondent accounts described above at BTMU has increased, but that BTMU recognizes that such
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transactions remain subject to compliance with applicable U.S. and Japanese regulations and remaining Japanese and international sanctions.
Financial Information
See our Consolidated Financial Statements beginning on page 88 of this Form 10-K for financial information about MUAH and its subsidiaries.
ITEM 1A. RISK FACTORS
The following discussion sets forth material risk factors that could affect our financial condition and operations:
Industry Factors
In the past decade, U.S. and global economies experienced a serious recession, unprecedented volatility in the financial markets, significant deterioration in sectors of the U.S. and global consumer and business economies and a slow economic recovery, all of which presented challenges for the banking and financial services industry and for MUAH; the U.S. government responded to these circumstances in the U.S. with a variety of measures; while U.S. economic activity has shown improvement, there can be no assurance that this progress will continue or will not reverse; the U.S. government continues to face significant fiscal and budgetary challenges which, if not resolved, may further exacerbate U.S. economic conditions.
In the past decade, adverse financial and economic developments impacted the U.S. and global economies and financial markets and presented challenges for the banking and financial services industry and for MUAH. These developments included a general recession both globally and in the U.S. followed by a slow economic recovery and also contributed to unprecedented volatility in the financial markets.
In response, various significant economic and monetary stimulus measures were implemented by the U.S. Congress and the Federal Reserve pursued a highly accommodative monetary policy aimed at keeping interest rates at historically low levels although the Federal Reserve has begun to taper down certain aspects of this policy and has recently raised short-term interest rates. U.S. economic activity has shown improvement but there can be no assurance that this progress will continue or will not reverse.
The challenges to the level of economic activity in the U.S., and therefore to the banking industry, have also been exacerbated at times since the recession by extensive political disagreements regarding the statutory debt limit on U.S. federal government obligations and measures to address the substantial federal deficits. These political developments led to a downgrade from “AAA” to “AA+” by one credit rating agency of the long-term sovereign credit rating of the United States debt, although other credit rating agencies did not take such action. Certain compromises between the Republican Congress and the Obama Administration were eventually reached which alleviated to some degree the concerns about the U.S. sovereign debt. However, there can be no assurance that the earlier political disagreements regarding the federal budget and the substantial federal deficits will not occur again in the future. Any such future disagreements, if not resolved, could result in further downgrades by the rating agencies with respect to the obligations of the U.S. federal government. Any such further downgrades could increase over time the U.S. federal government’s cost of borrowing which may worsen its fiscal challenges, as well as generating upward pressure on interest rates generally in the U.S. which could, in turn, have adverse consequences for borrowers and the level of business activity; any such developments could also have adverse consequences for the securities repurchase business conducted by MUSA, which relies upon both the credit quality of bonds issued by the U.S. federal government and the smooth functioning of the markets using such bonds as collateral.
Difficult market conditions have adversely affected the U.S. banking industry
In the years following the recession, dramatic declines in the housing market in the U.S. in general, and in California in particular, with falling or sluggish home prices and increasing foreclosures, unemployment and under-employment, negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities as well as commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative securities, residential and commercial real estate loans and small
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business and other commercial loans, in turn, caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. These adverse economic conditions also led to an increased level of commercial and consumer delinquencies, reduced consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets adversely affected our business, financial condition and results of operations for several years. Although the economic conditions in our markets, including California in particular, and in the U.S. generally have shown improvement in recent years, there can be no assurance that these conditions will continue to improve. In addition, turbulent political and economic conditions in foreign countries have in recent years negatively impacted the U.S. financial markets and economy in general and may do so in the future. A worsening of these conditions would likely exacerbate the adverse effects of market conditions on us and others in the financial institutions industry. In particular, we may face the following risks in connection with these events:
| • | Our ability to assess the creditworthiness of our customers and counterparties may be impaired if the applications and approaches we use to select, manage, and underwrite our customers and counterparties become less predictive of future behaviors. |
| • | We may not be able to accurately estimate credit exposure losses because the process we use to estimate these losses requires difficult, subjective, and complex judgments which may not be amenable to precise estimates, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans. |
| • | Our ability to borrow from other financial institutions on favorable terms or at all could be adversely affected by further disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations. |
| • | Downgrades in the credit ratings of major U.S. or foreign banks, or other financial difficulties affecting such major banks, could have adverse consequences for the financial markets generally, including possible negative effects on the available sources of market liquidity and increased pricing pressures in such markets, which, in turn, could make it more difficult or expensive for banks generally and for us to access such markets to satisfy liquidity needs. |
| • | Significant fluctuations in the prices of equity and fixed income securities could adversely impact the revenues of our broker-dealer, and asset management and trust businesses. MUSA is exposed to the price risk of such securities where it holds inventory to meet expected customer demand. MUAH's fee income may also decline as the asset management and trust business charges are based upon values of assets we manage and declines in values proportionately reduce our fees charged. MUSA's debt capital markets fee income would also be detrimentally impacted from sustained periods of fixed income price volatility. |
| • | Declines in oil and gas prices have led to deterioration in our oil and gas portfolio; further declines would likely result in additional deterioration in the portfolio. For additional information on our oil and gas portfolio, see Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Concentration of Risk” in this Form 10-K. |
| • | Competition in our industry could intensify as a result of the increasing consolidation of financial services companies and the enhanced ability of banks to expand across state lines under the Dodd-Frank Act. For additional information, see “Substantial competition could adversely affect us” in Part I, Item 1A. “Risk Factors” in this Form 10-K. |
| • | We may incur goodwill impairment losses in future periods. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates - Goodwill Impairment Analysis” in Part II, Item 7. and Note 7 to our Consolidated Financial Statements included in this Form 10-K. |
| • | The current U.S. presidential administration has yet to issue detailed proposals regarding international trade. The possible effect of such proposals on international trade between the U.S. and other countries and on the level of economic activity in the U.S., as well as possible volatility in the financial markets generally, cannot be predicted. |
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The effects of changes or increases in, or supervisory enforcement of, banking, securities, or other laws and regulations or governmental fiscal or monetary policies could adversely affect us
We are subject to significant federal and state banking and securities regulation and supervision, which is primarily for the benefit and protection of our depositors and other 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 Dodd-Frank 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 U.S. 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.
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. in this 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 in “Supervision and Regulation” in Part I, Item 1. in this Form 10-K.
Following the financial crisis, 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. in this Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Capital” in Part II, Item 7. in this Form 10-K.
The need to maintain more and higher quality capital under the banking agencies capital rules, 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 regulatory 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.
The capital rules of the U.S. federal banking agencies as well as the various other regulations referred to above, along with other regulations which may be adopted in the future, may also generally increase our cost of doing business or 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 reducing or eliminating over time the role of the GSEs (Fannie Mae and Freddie Mac) 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 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
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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. In addition, any impact of such changes upon the credit quality of GSE’s and therefore, upon agency MBS securities held by MUAH could result in material reductions in valuations, as well as impacts upon the agency MBS trading business of MUSA.
Several cities in the United States (including New York, Los Angeles, San Diego, San Francisco, San Jose and Seattle) have adopted “responsible banking ordinances” and other cities are considering the adoption of similar ordinances. These ordinances 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. In August of 2015, the United States District Court for the Southern District of New York issued an order which invalidated the New York City ordinance on the ground that it was pre-empted by federal and state banking laws. Whether and to what extent other so-called “responsible banking ordinances” will be challenged and invalidated cannot be predicted at this time.
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 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. in this 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
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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.
Neither the presidential administration of the recently elected U.S. President, nor the Congress has promulgated detailed proposals with respect to the oversight and regulation of the financial services industry. There could be significant changes in existing laws and regulations relevant to the industry or the introduction of new laws and regulations. In addition, substantial reform of the federal taxation system in the U.S., including a reduction in corporate and personal tax rates, has been mentioned by representatives of the new Administration as an important objective. While such reform could have positive effects on corporate profitability which could benefit the Company and its customers, there could be other potential adverse consequences such as a decrease in the value of tax credits on certain investments we may make. There could also be possible adverse consequences for the economy and the business climate, such as a large increase in federal deficits and increasing interest rates generally, including for the federal government’s borrowing costs. The potential long-run impact of these possible developments remains uncertain.
Higher credit losses could require us to increase our allowance for credit losses through a charge to earnings
When we loan money or commit to loan money, we incur credit risk or the risk of losses if our borrowers do not repay their loans. We reserve for credit losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of credit losses inherent in our loan portfolio and our unfunded credit commitments. The process for determining the amount of the allowance is critical to our financial results and condition. It requires difficult, subjective and complex judgments about the future impact of current economic conditions that might impair the ability of our borrowers to repay their loans.
We might underestimate the credit losses inherent in our loan portfolio and have credit losses in excess of the amount reserved. Or, we might increase the allowance because of changing economic conditions, which we conclude have caused losses to be sustained in our portfolio. For example, in a rising interest rate environment, borrowers with adjustable rate loans could see their payments increase. In the absence of offsetting factors such as increased economic activity and higher wages, this could reduce borrowers’ ability to repay their loans, resulting in our increasing the allowance. Volatility in commodity-related costs could also adversely impact some borrowers’ ability to repay their loans. We might also increase the allowance because of unexpected events. Any increase in our credit allowance would result in a charge to earnings.
The need to account for assets at market prices may adversely affect our results of operations
We report certain assets, including securities, at fair value. Generally, for assets that are reported at fair value, we use quoted market prices or valuation models that utilize market data inputs and assumptions to estimate fair value. Because generally accepted accounting principles require fair value measurements to reflect appropriate adjustments for risks related to liquidity and the use of unobservable assumptions, we may recognize unrealized losses even if we believe that the asset in question presents minimal credit risk. During periods of adverse conditions in the capital markets, we may be required to recognize other-than-temporary impairments with respect to securities in our investment portfolio; such conditions could also result in mark-to-market losses in our trading portfolios at MUSA.
Fluctuations in interest rates on loans could adversely affect our business
Significant increases in market interest rates on loans or other fixed income investments, or the perception that an increase may occur, could adversely affect both our current loan and investment portfolios and our ability to originate new loans and our ability to grow. Any such increases in interest rates could also diminish the flow of corporate debt offerings in the securities markets generally and this could adversely impact the investment banking business of MUSA which focuses considerably on the sales of debt securities for its customers. Conversely, decreases in interest rates could result in an acceleration of loan prepayments. An increase in market interest rates could also adversely affect the ability of our floating-rate borrowers to meet their higher payment obligations. If this occurred, it could cause an increase in nonperforming assets and charge-offs, which could adversely affect our business.
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Fluctuations in interest rates on deposits or other funding sources could adversely affect our net interest margin
Changes in market interest rates on deposits or other funding sources, including changes in the relationship between short-term and long-term market interest rates or between different interest rate indices, can impact, and has in past years impacted, our net interest margin (that is, the difference between the interest rates we charge on interest earning assets, such as loans, and the interest rates we pay on interest-bearing liabilities, such as deposits or other borrowings). This impact could result in a decrease in our interest income relative to interest expense. Increases in interest rates may also adversely impact the value of our investment securities portfolio and the trading portfolio of MUSA and could also adversely impact loan performance by making it more difficult for borrowers with adjustable rate loans to service their debts. For the past several years, the Federal Reserve’s highly accommodative monetary policies (including a very low federal funds rate and substantial purchases of long-term U.S. Treasury and agency securities) has placed downward pressure on the net interest margins of U.S. banks, including MUB. During December 2016, the Federal Reserve raised the target range for the federal funds rate to ½ to ¾ percent and indicated the possibility of gradual further increases in the federal funds rate. For additional information, see Part I, Item 1, - Business - Principal Federal Banking Agencies in this Report on Form 10-K.
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.
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 if the recovery of 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.
Substantial competition could adversely affect us
Banking is a highly competitive business. We compete actively for loan, deposit, and other financial services business in the West Coast states as well as nationally and internationally. Our competitors include a large number of state and national banks, thrift institutions, credit unions, finance companies, mortgage banks and major foreign-affiliated or foreign banks, as well as many financial and nonfinancial firms that offer services similar to those offered by us, including many large securities firms and financial services subsidiaries of commercial and manufacturing companies. Some of our competitors are insurance companies or community or regional banks that have strong local market positions. While we are part of MUFG, one of the largest global financial institutions, MUAH and MUB are separate entities from their parent and other affiliates, and our competition includes a number of large financial institutions operating in our U.S. markets that have substantial capital, technology and marketing resources, which are well in excess of ours. Competition in our industry may further intensify as a result of the recent and increasing level of consolidation of financial services companies,
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particularly in our principal markets resulting from adverse economic and market conditions. Larger financial institutions may have greater access to capital at a lower cost than us, which may adversely affect our ability to compete effectively. In addition, some of our current commercial banking customers may seek alternative banking sources if they develop credit needs larger than we may be able to accommodate. Many of our non-bank competitors are not subject to the same extensive regulations that govern our activities and may have greater flexibility in competing for business. Additionally, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and payment systems. We also experience competition, especially for deposits, from internet-based banking institutions and other financial companies, which do not always have a physical presence in our market footprint and have grown rapidly in recent years. Competition in our principal markets may further intensify as a result of provisions of the Dodd-Frank Act which permit the establishment of new branches in states other than their home state by national banks, state banks and foreign banks to the same extent as banks located in the other states.
There are an increasing number of non-bank competitors providing financial services
Technology and other changes increasingly allow parties to complete financial transactions electronically, and in many cases, without banks. For example, consumers can pay bills and transfer funds over the internet and by telephone without banks. In addition, so-called “marketplace lenders” have been expanding their market share of consumer, mortgage and small business loans. Many non-bank financial service providers have lower overhead costs and are subject to fewer regulatory constraints. If consumers and small businesses do not use banks for their borrowings or to complete their financial transactions, we could potentially lose interest and fee income, deposits and income generated from those deposits and other financial transactions.
Changes in accounting standards could materially impact our financial statements
From time to time, the FASB and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements or new interpretations of existing standards emerge as standard industry practice. These changes can be very difficult to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in our restating prior period financial statements.
The continuing war on terrorism, overseas military conflicts, unrest and political developments in other countries could adversely affect U.S. and global economic conditions
Acts or threats of terrorism and actions taken by the U.S. or other governments as a result of such acts or threats and other international hostilities, as well as political unrest in various regions, including the Middle East, may result in a disruption of U.S. and global economic and financial conditions and increases in energy costs and could adversely affect business, economic and financial conditions in the U.S. and globally and in our principal markets. In addition, continuing global tensions may result in new and enhanced U.S. economic sanctions against other governments or entities which may increase our compliance costs under the regulations of OFAC and other federal or state agencies. Although we have not experienced an adverse impact on our business from the British vote to exit the European Union (known as Brexit), potential changes in the European Union may have negative consequences to the global and U.S. economies and to our customers.
Company Factors
Adverse economic factors affecting certain industries we serve could adversely affect our business
We provide financing to businesses in a number of industries that may be particularly vulnerable to industry-specific economic factors which have impacted the performance of our commercial real estate and commercial and industrial portfolios. The commercial real estate industry in the U.S., and in California in particular, was adversely impacted by the recessionary environment and lack of liquidity in the financial markets as the financial crisis ensued in 2008. The home building and mortgage industries in California also were especially adversely impacted by the deterioration in residential real estate markets. Our commercial and industrial portfolio, and the communications and media industry, the retail industry, and the energy industry in particular, were also adversely impacted by recessionary market conditions. Volatility in fuel prices and energy costs could adversely affect businesses in several of these industries, while a prolonged slump in oil, natural gas and coal prices could have adverse consequences for some of our borrowers in the energy sector. For further discussion, see Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Concentration of Risk" in this Form 10-K. Poor economic conditions and financial access for commercial real estate developers
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and homebuilders could adversely affect property values, resulting in higher nonperforming assets and charge-offs in this sector. MUSA provides financing through repurchase transactions to mortgage real estate investment trusts (REITs) collateralized by U.S. agency-backed mortgages held by such trusts. MUSA also has established a trading business in U.S. agency-backed mortgages. A down-turn in the real estate sector in the U.S. could adversely impact the creditworthiness of these mortgage REITs, and could adversely impact MUSA’s business and results of operation. Conditions remain uncertain in various industries and could produce elevated levels of charge-offs.
A significant portion of our loan portfolio is related to residential real estate, especially in California. Increases in residential mortgage loan interest rates could have an adverse effect on our operations by depressing new mortgage loan originations, and could negatively impact our title and escrow deposit levels. California markets have experienced a strong recovery in home prices since the housing market crisis; however, home price growth has begun to moderate and some fundamentals of the housing market have remained soft through the recovery. A renewed downturn could have an adverse effect on our operations and the quality of our real estate loan portfolio. These factors could adversely impact the quality of our residential construction and residential mortgage portfolios in various ways, including by decreasing the value of the collateral for our mortgage loans. These factors could also negatively affect the economy in general and thereby our overall loan portfolio.
The mortgage industry has been in the midst of unprecedented change triggered by the recession. Lawmakers and regulators continue to take steps to protect residential mortgage borrowers and establish a common framework for response to the concerns of residential mortgage customers, especially related to default and foreclosure. Included in these measures has been litigation by 49 state attorneys general against the largest mortgage servicers in the U.S., enhanced federal regulatory guidance regarding foreclosure practices and other matters and legislation at the state level, including in California. These increased standards and restrictions have impacted the overall mortgage loan servicing industry in general, and have increased the cost of residential mortgage lending, required mortgage loan principal write-downs, and put downward pressure on property values.
Changes to the operating framework or functioning of the mortgage securities market in securities sponsored by U.S. Governmental instrumentalities could also have an adverse impact on our exposure to mortgage-backed assets in both our banking and securities businesses.
Industry-specific risks are beyond our control and could adversely affect our loan portfolio, potentially resulting in an increase in nonperforming loans or charge-offs and a slowing of growth or reduction in our loan portfolio.
Adverse California economic conditions could adversely affect our business
At times in past 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. While California 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. Recent growth in home prices in some California markets may be unsustainable relative to market fundamentals, and home price declines may occur.
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 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. For approximately the past five years, California experienced severe drought conditions. While
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rainfall levels have improved since 2015, there can be no assurance that the drought will not return with consequent difficulties for the California economy, particularly in the agricultural sector. In response to the drought, the State of California has imposed mandatory water usage reductions in cities and towns across the state. The long-run impact of this and other measures in response to the drought on the California economy cannot be predicted.
Our stockholder votes are controlled by The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Financial Group, Inc.
BTMU, a wholly-owned subsidiary of MUFG, and MUFG own all of the outstanding shares of our common stock. As a result, BTMU and MUFG can elect all of our directors and can control the vote on all matters, including: approval of mergers or other business combinations; a sale of all or substantially all of our assets; issuance of any additional common stock or other equity securities; incurrence of debt other than in the ordinary course of business; the selection and tenure of our Chief Executive Officer; payment of dividends with respect to our common stock or other equity securities; and other matters that might be favorable to BTMU or MUFG.
A majority of our directors are independent of BTMU and are not officers or employees of MUAH or any of our affiliates, including BTMU. However, because of BTMU’s control over the election of our directors, it could at any time change the composition of our Board of Directors so that the Board would not have a majority of independent directors.
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
Adverse changes to our credit ratings, reputation or creditworthiness could have a negative effect on our operations. A substantial part of our operations have been historically funded independently of BTMU and MUFG, and we believe our business is not necessarily closely related to the business or outlook of BTMU or MUFG. However, in December 2016, the Federal Reserve finalized rules imposing new TLAC requirements on GSIBs with operations in the U.S., such as MUFG. As a result, although we make an effort to diversify our sources of liquidity, we will be required to maintain a minimum of TLAC-eligible debt due to BTMU. If BTMU and MUFG’s credit ratings or financial condition or business prospects were to decline, this could adversely affect our credit rating or harm our reputation or perceived creditworthiness. For additional information, see Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Liquidity Risk Management” in this Form 10-K.
BTMU and MUFG are also subject to regulatory oversight, review and supervisory action (which can include fines or penalties) by Japanese, U.S. and other regulatory authorities. Our business operations and expansion plans could be negatively affected by regulatory concerns or supervisory action any such authority might take against BTMU or MUFG. For example, in June 2013, BTMU entered into a consent agreement with the NY DFS under which it made a civil monetary payment of $250 million to resolve issues relating to the clearing of certain U.S. dollar payments that were routed through its New York branch office from 2002 to 2007. In addition, in November 2014, BTMU entered into a consent agreement with the NY DFS under which it made a civil monetary payment of $315 million to resolve issues relating to instructions given to PricewaterhouseCoopers LLP and the disclosures made to the NY DFS in connection with BTMU's 2007 and 2008 voluntary investigation of BTMU's U.S. dollar clearing activity toward countries or parties subject to U.S. economic sanctions. Under the terms of the agreement with the NY DFS, BTMU agreed to take certain additional remedial actions. These remediation efforts are ongoing.
BTMU has received requests and subpoenas for information from government agencies in some jurisdictions, including the United States, Europe and Asia, which are conducting investigations into past submissions made by panel members, including BTMU, to the bodies that set various interbank offered rates. BTMU is cooperating with these investigations and has been conducting an internal investigation. MUB is not a member of any of these panels. In addition, BTMU and other panel members have been named as defendants in a number of civil lawsuits, including putative class actions, in the United States relating to similar matters. BTMU has also been named as a defendant in a number of civil lawsuits, including putative class actions, in the United States and Canada alleging foreign exchange market misconduct. While there have been various procedural and potentially substantive developments in these civil lawsuits, it is currently not possible for us to predict the scope and ultimate outcome of these investigations or lawsuits, including any possible effect on us as an affiliate of MUFG.
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Potential conflicts of interest with The Bank of Tokyo-Mitsubishi UFJ could adversely affect us
The views of BTMU and MUFG regarding customer relationships, possible new businesses, strategies, acquisitions, divestitures or other initiatives, including compliance and risk management processes, may differ from ours. This may prevent, delay or hinder us from pursuing individual initiatives or cause us to incur additional costs and subject us to additional oversight. Our securities broker-dealer subsidiary, MUSA, receives a significant portion of its investment banking business from referrals from BTMU and MUFG and their affiliated entities. If such referrals were to diminish, this could have a materially adverse impact on the business of MUSA.
Also, as part of BTMU’s risk management processes, BTMU manages global credit and other types of exposures and concentrations on an aggregate basis, including exposures and concentrations at MUAH. Therefore, at certain levels or in certain circumstances, our ability to approve certain credits or other banking transactions and categories of customers is subject to the concurrence of BTMU. We may wish to extend credit or furnish other banking services to the same customers as BTMU. Our ability to do so may be limited for various reasons, including BTMU’s aggregate exposure and marketing policies.
Since both MUAH and BTMU compete in U.S. banking markets, ownership interests in MUFG’s common stock held by certain of our directors or officers, or services provided by those individuals as a director or officer or other employee of BTMU, could create or appear to create potential conflicts of interest. In addition, a number of the executive officers of MUAH and MUB also serve as executive officers of BTMU’s U.S. branch operations, which could increase or appear to increase the risks of potential conflicts of interests with MUFG and BTMU. While the corporate governance policies adopted by MUAH, MUB, MUFG and BTMU address such potential conflicts of interest, there can be no assurance that these policies will prevent conflicts of interest which may have an adverse impact on our business.
Restrictions on dividends and other distributions could limit amounts payable to us
As a holding company, a portion of our cash flow may come from dividends our bank and non-bank subsidiaries pay to us. Various statutory provisions restrict the amount of dividends our subsidiaries can pay to us without regulatory approval. Our securities broker-dealer subsidiary, MUSA, is also subject to regulatory net capital rules which limit its ability to pay dividends. In addition, if any of our subsidiaries were to liquidate, that subsidiary’s creditors will be entitled to receive distributions from the assets of that subsidiary to satisfy their claims against it before we, as a holder of an equity interest in the subsidiary, will be entitled to receive any of the assets of the subsidiary.
Risks associated with potential acquisitions, divestitures, integrations or restructurings may adversely affect us
We have in the past sought, and may in the future seek, to expand our business by acquiring other businesses which we believe will enhance our business. We cannot predict the frequency, size or timing of our acquisitions, as this will depend on the availability of prospective target opportunities at valuation levels we find attractive and the competition for such opportunities from other parties. There can be no assurance that our acquisitions will have the anticipated positive results, including results related to: the total cost of integration; the retention of key personnel; the time required to complete the integration; the amount of longer-term cost savings; continued growth; or the overall performance of the acquired company or combined entity. We also may encounter difficulties in obtaining required regulatory approvals and unexpected contingent liabilities can arise from the businesses we acquire. Acquisitions may also lead us to enter geographic and product markets in which we have limited or no direct prior experience. Further, the asset quality or other financial characteristics of a business or assets we may acquire may deteriorate after an acquisition closes, which could result in impairment or other expenses and charges which would reduce our operating results.
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Integration of an acquired business can be complex and costly; if we are not able to integrate successfully past or future acquisitions, there is a risk that results of operations could be adversely affected
Effective July 1, 2016, MUAH became the IHC for BTMU’s operations in the U.S. (other than its branches) and became subject to enhanced risk management and governance standards. These enhanced prudential standards, as well as the addition of the securities business of MUSA and other businesses to the Company, could pose additional challenges for our risk management and governance oversight functions.
In addition, we continue to evaluate the performance of all of our businesses and may sell or restructure a business. Any divestitures or restructurings may result in significant expenses and write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our business, results of operations and financial condition and may involve additional risks, including difficulties in obtaining any required regulatory approvals, the diversion of management’s attention from other business concerns, the disruption of our business and the potential loss of key employees.
We may not be successful in addressing these or any other significant risks encountered in connection with any acquisition, divestiture, integration or restructuring we might make.
Privacy restrictions could adversely affect our business
Our business model relies, in part, upon cross-marketing the products and services offered by us and our subsidiaries to our customers. Laws that restrict our ability to share information about customers within our corporate organization could adversely affect our business, results of operations and financial condition. For additional discussion, see “Supervision and Regulation” in Part I, Item 1. in this Form 10-K.
We rely on third parties for important products and services
Third-party vendors provide key components of our business infrastructure such as internet connections, network access and mutual fund distribution and although we monitor their performance, we do not control their actions. Among other services provided by these vendors, third-party vendors have played and will continue to play a key role in the implementation of our technology enhancement projects. The federal banking agencies have issued enhanced guidance and are examining with increasing scrutiny financial institutions’ diligence conducted on and oversight of their third-party vendors. Any problems caused by these third parties, including those as a result of their not providing us their services for any reason or their performing their services poorly or failing to meet legal and regulatory requirements, could adversely affect our ability to deliver products and services to our customers, or implement our technology enhancement projects and otherwise to conduct our business and also could result in disputes with such vendors over their performance of their services to us, as well as adverse regulatory consequences for us. Replacing these third-party vendors on economically feasible terms may not always be possible or within our control and could also entail significant delay and expense.
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.
In May, 2016, the federal banking agencies proposed for public comment a rule to prohibit incentive-based compensation arrangements that encourage inappropriate risks at covered financial institutions. Over time, this proposed rule, if adopted, could have the effect of making it more difficult for banks to attract and retain skilled personnel.
In 2016, Wells Fargo Bank, N.A., announced that it had entered into a settlement with various regulators regarding customer abuses in its retail branch network which may have arisen at least in part from incentive compensation arrangements related to cross-selling of products and services. Substantial litigation against
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Wells Fargo Bank has reportedly ensued in the aftermath of this announcement. The federal bank regulators are conducting a horizontal examination of large and mid-sized banks in the U.S. in which they have issued requests for information on sales practices and incentive compensation programs at such banks. The increased regulatory focus on these subjects could lead to additional regulations and compliance costs which could impact the retail banking industry in the U.S.
The challenging operating environment and current operational initiatives may strain our available resources
There are an increasing number of matters in addition to our core operations which require our attention and resources. These matters include implementation of our technology enhancement projects, adoption of the U.S. Basel III and other enhanced capital and liquidity guidelines, various strategic initiatives, an uncertain economic environment, a challenging regulatory environment, including the effects of the Dodd-Frank Act and regulations adopted thereunder, and integration of new employees, including key members of management. Our ability to execute our core operations and to implement other important initiatives may be adversely affected if our resources are insufficient or if we are unable to allocate available resources effectively.
Also, our ability to constrain or reduce operating expense levels may be limited by the costs of increasing regulatory requirements and expectations.
Significant legal or regulatory proceedings could subject us to substantial uninsured liabilities
We are from time to time subject to claims and proceedings related to our present or previous operations including claims by customers and our employees and our contractual counterparties. These claims, which could include supervisory or enforcement actions by bank regulatory authorities, or criminal proceedings by prosecutorial authorities, could involve demands for large monetary amounts, including civil money penalties or fines imposed by government authorities, and significant defense costs. To mitigate the cost of some of these claims, we maintain insurance coverage in amounts and with deductibles that we believe are appropriate for our operations. However, our insurance coverage does not cover any civil money penalties or fines imposed by government authorities and may not cover all other claims that have been or might be brought against us or continue to be available to us at a reasonable cost. As a result, we may be exposed to substantial uninsured liabilities, which could adversely affect our business, prospects, results of operations and financial condition. In the past several years, federal and state regulators have announced regulatory enforcement actions against a number of large BHCs and banks arising from deficiencies in processes, procedures and controls involving anti-money laundering measures and compliance with the economic sanctions that affect transactions with designated foreign countries, nationals and others as provided for in the regulations of the OFAC of the U.S. Treasury Department. These actions evidence an intensification of U.S. federal and state governments’ expectations for compliance with these regulatory frameworks on the part of banks operating in the U.S., including MUB, and may result in increased compliance costs and increased risks of regulatory sanctions.
Changes in our tax rates could affect our future results
Under a tax election we have made, we are required to file our California franchise tax returns as a member of a unitary group that includes MUFG’s U.S. operations, including its U.S. branch activities and its U.S. affiliates. Increases or decreases in the taxable profits of MUFG’s U.S. operations could increase or decrease our effective tax rate. We review MUFG’s financial information on a quarterly basis to determine the rate at which to recognize our California income taxes. However, all of the information relevant to determining the effective California tax rate may not be available until after the end of the period to which the tax relates, primarily due to MUFG’s March 31 fiscal year-end. Our California effective tax rate can change during the calendar year, or between calendar years, as additional information becomes available. We could be subject to penalties if we understate our tax obligations. Our effective tax rates also could be affected by valuation changes in our deferred tax assets and liabilities, changes in tax laws or their interpretation and by the outcomes of examinations of our income tax returns by the tax authorities.
Our credit ratings are important in order to maintain liquidity
Major credit rating agencies regularly evaluate and provide credit ratings of the securities of MUAH and the securities and deposits of MUB and also provide entity ratings for MUAH, MUB and MUSA. Their ratings of our long-term and short-term debt obligations and of our deposits and the entity ratings are based on a number of factors including our financial strength, ability to generate earnings, and other factors, some of which are not
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entirely within our control, such as conditions affecting the financial services industry and the economy. In light of the continually evolving conditions in the financial services industry, the financial markets and the economy, changes to credit rating methodologies and the ongoing assessment of our current and expected satisfaction of various rating criteria, no assurance can be given that we will maintain our current 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. For additional information, see “Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Management - Liquidity Risk Management” in Part II, Item 7. of this Form 10-K.
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.
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 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 a wide array of operational risks, including, but not limited to, cyber-security risks
We are subject to many types of operational risks throughout our organization. Operational risk is the risk to our financial position and resilience arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse 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 II, Item 7. of this Form 10-K. Operational risk includes execution risk related to operational initiatives, such as implementation of our technology enhancement projects , including a project to enhance our data collection and analysis capabilities for regulatory and financial reporting purposes; increased reliance on internally developed models for risk and finance management, including models associated with regulatory capital requirements; risks from cyber-security breaches or attacks; 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 in Part I, Item 1A. in this Form 10-K 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 cyber-security 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 are not reliable. With regard to the physical infrastructure that supports our operations, we have taken measures to
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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. Although we carefully review the risk management standards and processes of our important third party service providers, there can be no assurance that the risk management efforts of our providers will be successful in preventing all cyber incidents.
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 cyber-security in advance of future and more advanced cyber-attacks. These denial-of-service and other attacks have not breached MUB'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 cyber-security measures in place, the consequences to our business of such attacks cannot be predicted with any certainty.
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. For additional information regarding our obligations to provide for the security of our customers' data, see "Supervision and Regulation - Other Federal Laws and Regulations Affecting Banks - Customer Information Security" in this Form 10-K.
Under the applicable Federal regulatory guidance, 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. In addition, the 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 to enable recovery of data and business operations and address rebuilding network capabilities and restoring data if the institution or its critical service providers fall victim to this type of cyber-attack. A financial institution which fails to observe the regulatory guidance could be subject to various regulatory sanctions, including financial penalties.
The Federal bank regulators have also issued a cyber-security assessment tool, the output of which can assist a financial institution’s senior management and board of directors in assessing the institution’s cyber-security risk and preparedness. The first part of the assessment tool is the inherent risk profile, which aims to assist management in determining an institution’s level of cyber-security risk. The second part of the assessment tool is cyber-security maturity, which is designed to help management assess whether their controls provide the desired level of preparedness. The Federal bank regulators utilize the assessment tool as part of their examination process when evaluating financial institutions’ cyber-security preparedness in information technology and safety and soundness examinations and inspections. Failure to effectively utilize this tool could result in regulatory criticism. Significant resources may be required to adequately implement the tool and address any assessment concerns regarding preparedness. Management conducted an initial cyber-security assessment using this tool and expects to perform additional periodic assessments to facilitate the identification and remediation of any concerns regarding our cyber-security preparedness.
In the fall of 2016, the federal banking agencies issued an advance notice of proposed rulemaking on enhanced cyber risk management standards which would be applicable to bank holding companies and
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banks with total consolidated assets of $50 billion or more, such as MUAH and MUB. If such rules are eventually adopted, they could have the effect of increasing the operating costs of entities subject to them and could expose such entities to the risk of regulatory directives or sanctions if the enhanced standards are not met.
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.
Negative public opinion could damage our reputation and adversely impact our business and revenues
As a financial institution, our business and revenues are subject to risks associated with negative public opinion. The reputation of the financial services industry in general has been damaged as a result of the financial crisis and other matters affecting the financial services industry, including mortgage foreclosure issues. Negative public opinion about us could result from our actual or alleged conduct in any number of activities, including lending practices, the failure of any product or service sold by us to meet our customers’ expectations or applicable regulatory requirements, governmental enforcement actions, corporate governance and acquisitions, social media, cyber-security breaches, or from actions taken by regulators and community organizations in response to those activities. We fund our operations, in substantial part, independently of BTMU and MUFG and believe our business is not necessarily closely related to the global business or outlook of BTMU or MUFG. However, negative public opinion could also result from regulatory concerns regarding, or supervisory or other governmental actions in the U.S. or Japan against us or MUB, or BTMU or MUFG. Negative public opinion can adversely affect our ability to keep, attract and retain lending, deposit and other customers and employees and can expose us to claims and litigation and regulatory actions and increased liquidity risk. Actual or alleged conduct by one of our businesses can result in negative public opinion about our other businesses.
Our framework for managing risks may not be effective in mitigating risk and loss to the Company
Our risk management framework is made up of various processes and strategies to manage our risk exposure. Types of risk to which we are subject include liquidity risk, credit risk, market and investment risk, interest rate risk, operational risk (including, but not limited to, technology and model risk), legal risk, compliance risk, reputation risk, fiduciary risk, counterparty risk, and strategic risk (including risks to our financial position and resilience arising from adverse business decisions or poorly implemented decisions or lack of responsiveness to industry changes and the operating environment), among others. Our framework to manage risk, including the framework’s underlying assumptions, such as our modeling methodologies, may not be effective under all conditions and circumstances. In the banking industry’s complex and rapidly evolving operating environment, certain risks, especially operational risk and strategic risk, can present significant challenges to our risk management framework. If our risk management framework proves ineffective, we could suffer unexpected losses and our business, financial condition, results of operations or prospects could be materially adversely affected, and there also could be consequent adverse regulatory implications in any such event. Implementation of the IHC described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview - Formation of the U.S. Intermediate Holding Company” of this Form 10-K, could increase our risk management challenges in light of the new customer relationships and lines of business, structural and operational changes, and enhanced governance and risk management standards, among other reasons.
Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
All of our issued and outstanding shares of common stock are owned by MUFG and BTMU. As such, we are not required to file periodic reports with the SEC pursuant to the Exchange Act; however, we have elected to voluntarily register our common stock under the Exchange Act and for so long as we maintain that registration in effect we will be required to continue to file such periodic reports with the SEC in accordance with a reduced disclosure format permitted for certain wholly-owned subsidiaries.
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods
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specified in the SEC’s rules and forms. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.
We may take actions to maintain client satisfaction that may result in losses or adversely affect our earnings
We may find it necessary to take actions or incur expenses in order to maintain client satisfaction even though we are not required to do so by law. The risk that we will need to take such actions and incur the resulting losses or reductions in earnings is greater in periods when financial markets and the broader economy are performing poorly or are particularly volatile. As a result, such actions may adversely affect our business, financial condition, results of operations or prospects, perhaps materially.
We may be adversely affected by the soundness of other financial institutions
As a result of trading, clearing or other relationships, we have exposure to many different counterparties and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers, dealers and investment banks. Many of these transactions expose us to credit risk in the event of a default by a counterparty. In addition, our credit risk may be exacerbated when the collateral we hold cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to us. Any such losses could have a material adverse effect on our business, results of operations, financial condition or prospects.
Our financial results depend on management’s selection of accounting methods and certain assumptions and estimates
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Our management must exercise judgment in selecting and applying many of these accounting policies and methods so they comply with the accounting principles generally accepted in the United States of America (GAAP) and reflect management’s judgment of the most appropriate manner to report our financial condition and results of operations. In some cases, management must select the accounting policy or method to apply from two or more alternatives, any of which may be reasonable under the circumstances, yet may result in our reporting materially different results than would have been reported under a different alternative.
Certain accounting policies are critical to presenting our financial condition and results. They require management to make difficult, subjective or complex judgments about matters that are uncertain. Materially different amounts could be reported under different conditions or using different assumptions or estimates. These critical accounting policies include allowance for credit losses, valuation of financial instruments, hedge accounting, transfer pricing, pension obligations, goodwill impairment analysis, and income taxes. Because of the uncertainty of estimates involved in these matters, we may be required to do one or more of the following: significantly increase or decrease the allowance for credit losses or sustain loan losses that are significantly different than the reserve provided, recognize significant impairment on goodwill, or significantly increase or decrease our accrued tax liability. Any of these could adversely affect our business, results of operations, and financial condition.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
MUAH's headquarters is located at 1251 Avenue of the Americas, in New York, New York. The Company leases approximately 362,000 square feet of space at this location. The Company also owns or leases significant administrative or operational facilities in the San Francisco, Los Angeles and New York areas, with total square footage of approximately 5.6 million square feet. In total, the Company owns or leases approximately 12.3 million square feet of space across all of its locations, which includes its branch network. For additional information regarding leases and rental payments, see Note 5 to our Consolidated Financial Statements included in this Form 10-K.
ITEM 3. 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. In addition, 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 condition, operating results or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
On November 4, 2008, we became a wholly-owned subsidiary of BTMU and our common stock was delisted from the New York Stock Exchange. All of our issued and outstanding shares of common stock are now held by BTMU and MUFG, and there is presently no established public trading market for our common stock.
ITEM 6. SELECTED FINANCIAL DATA
Item 6. to this Form 10-K begins on page 40 of this report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7. to this Form 10-K begins on page 43 of this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 7A. to this Form 10-K begins on page 67 of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 8. to this Form 10-K begins on page 88 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.
Internal Control Over Financial Reporting. Management's Report on Internal Control Over Financial Reporting is presented on page 173. The Report of Independent Registered Public Accounting Firm is presented on page 175. During the quarter ended December 31, 2016, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Certain information called for by this item has been omitted pursuant to General Instruction I(2) of Form 10-K.
Code of Ethics
We have adopted a Code of Ethics applicable to senior financial officers, including our Chief Executive Officer, Chief Financial Officer and Controller & Chief Accounting Officer. A copy of this Code of Ethics is posted on our website. To the extent required by SEC rules, we intend to disclose promptly any amendment to, or waiver from any provision of, the Code of Ethics applicable to senior financial officers on our website. Our website address is www.unionbank.com.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item has been omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by this item has been omitted pursuant to General Instruction I(2) of Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item has been omitted pursuant to General Instruction I(2) of Form 10-K.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The following is a description of the fees billed to MUAH by Deloitte & Touche LLP for 2016 and 2015. All fees were pre-approved by our Audit & Finance Committee.
| (Dollars in thousands) | 2016 | 2015 | ||||||
Audit Fees(1) | $ | 8,081 | $ | 8,959 | ||||
Audit-Related Fees(2) | 1,930 | 1,231 | ||||||
Tax Fees(3) | 762 | 1,342 | ||||||
All Other Fees(4) | — | 5 | ||||||
| Total | $ | 10,773 | $ | 11,537 | ||||
| (1) | Audit fees relate to services rendered in connection with the annual audit of MUAH's consolidated financial statements, quarterly reviews of financial statements included in MUAH's quarterly reports on Form 10-Q, fees for consultation on new accounting and reporting requirements and SEC registration statement services, and the attestation assessment related to the effectiveness of MUAH's financial reporting controls, as required by Section 404 of the Sarbanes-Oxley Act. Audit fees also include fees for subsidiaries’ audits. |
| (2) | Audit-related fees consist of assurance and other such services that are reasonably related to the performance of the audit or review of MUAH's financial statements and are not included in Audit Fees. Amounts include fees for services provided in connection with service auditors' reports and audits of employee benefit plans. |
| (3) | Tax fees include fees for tax compliance, advice and planning services. Fees related to tax compliance and preparation for 2016 and 2015 were $119 thousand and $268 thousand, respectively. For 2016 and 2015, fees related to tax advice and planning were $643 thousand and $1,074 thousand, respectively. For 2016 and 2015, this included tax advisory services on various State of California matters. |
| (4) | All other fees include all other fees for products and services provided by Deloitte & Touche LLP, not included in one of the other categories. |
The Audit & Finance Committee also considered whether the provision of the services other than audit services is compatible with maintaining Deloitte & Touche LLP's independence. All of the services described above were approved by the Audit & Finance Committee in accordance with the following policy.
Pre-approval of Services by Deloitte & Touche LLP
The Audit & Finance Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Deloitte & Touche LLP. The Audit & Finance Committee will periodically consider and, if appropriate, approve, the provision of audit services by its independent registered public accounting firm and consider and, if appropriate, pre-approve, the provision of certain defined audit and non-audit services. The policy provides that:
| • | the pre-approval request must be detailed as to the particular services to be provided; |
| • | the pre-approval may not result in a delegation of the Audit & Finance Committee's responsibilities to the management of MUAH; and |
| • | the pre-approved services must be commenced within twelve months of the Audit & Finance Committee's pre-approval decision. |
Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit & Finance Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit & Finance Committee Chair. The Chair reports any specific approval of services at the Audit & Finance Committee's next regular meeting. The Audit & Finance Committee regularly reviews summary reports detailing all services being provided by its independent registered public accounting firm.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
Our Consolidated Financial Statements, Management's Report on Internal Control Over Financial Reporting and Reports of Independent Registered Public Accounting Firm are set forth beginning on page 88 of this Form 10-K.
(a)(2) Financial Statement Schedules
All schedules to our Consolidated Financial Statements are omitted because of the absence of the conditions under which they are required or because the required information is included in our Consolidated Financial Statements or accompanying notes.
(a)(3) Exhibits
A list of exhibits to this Form 10-K is set forth on the Exhibit Index immediately preceding such exhibits and is incorporated into this item by reference.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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MUFG Americas Holdings Corporation and Subsidiaries
Table of Contents
| Supplementary Information: | |
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MUFG Americas Holdings Corporation and Subsidiaries
Selected Financial Data
| For the Years Ended December 31, | ||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Results of operations: | ||||||||||||||||||||
| Net interest income | $ | 3,053 | $ | 2,892 | $ | 2,905 | $ | 2,716 | $ | 2,598 | ||||||||||
| Noninterest income | 2,225 | 1,850 | 1,470 | 1,492 | 1,330 | |||||||||||||||
| Total revenue | 5,278 | 4,742 | 4,375 | 4,208 | 3,928 | |||||||||||||||
| Noninterest expense | 3,782 | 3,747 | 3,256 | 3,160 | 2,933 | |||||||||||||||
Pre-tax, pre-provision income(1) | 1,496 | 995 | 1,119 | 1,048 | 995 | |||||||||||||||
| (Reversal of) provision for credit losses | 155 | 227 | 8 | (34 | ) | 1 | ||||||||||||||
| Income before income taxes and including noncontrolling interests | 1,341 | 768 | 1,111 | 1,082 | 994 | |||||||||||||||
| Income tax expense | 419 | 169 | 348 | 351 | 298 | |||||||||||||||
| Net income including noncontrolling interests | 922 | 599 | 763 | 731 | 696 | |||||||||||||||
| Deduct: Net loss from noncontrolling interests | 68 | 45 | 19 | 18 | 19 | |||||||||||||||
| Net income attributable to MUAH | $ | 990 | $ | 644 | $ | 782 | $ | 749 | $ | 715 | ||||||||||
| Balance sheet (period average): | ||||||||||||||||||||
| Total assets | $ | 150,901 | $ | 152,423 | $ | 147,550 | $ | 129,627 | $ | 122,432 | ||||||||||
| Total securities | 23,625 | 23,418 | 22,579 | 22,563 | 23,216 | |||||||||||||||
| Securities borrowed or purchased under resale agreements | 24,546 | 32,503 | 32,135 | 27,733 | 26,672 | |||||||||||||||
| Total loans held for investment | 80,174 | 78,690 | 74,023 | 66,043 | 57,082 | |||||||||||||||
| Earning assets | 138,335 | 140,303 | 133,893 | 121,589 | 110,981 | |||||||||||||||
| Total deposits | 84,626 | 83,175 | 81,988 | 76,714 | 65,743 | |||||||||||||||
| Securities loaned or sold under repurchase agreements | 26,631 | 31,424 | 31,560 | 28,033 | 26,957 | |||||||||||||||
| MUAH stockholders' equity | 17,003 | 16,112 | 15,350 | 12,868 | 12,350 | |||||||||||||||
| Performance ratios: | ||||||||||||||||||||
Return on average assets(2) | 0.66 | % | 0.42 | % | 0.53 | % | 0.58 | % | 0.58 | % | ||||||||||
Return on average MUAH stockholders' equity(2) | 5.82 | 4.00 | 5.10 | 5.82 | 5.79 | |||||||||||||||
Return on average MUAH tangible common equity(2)(3) | 7.39 | 5.26 | 6.81 | 8.24 | 7.93 | |||||||||||||||
Efficiency ratio(4) | 71.65 | 79.02 | 74.41 | 75.09 | 74.67 | |||||||||||||||
Adjusted efficiency ratio(5) | 65.58 | 71.26 | 68.95 | 68.54 | 69.83 | |||||||||||||||
Net interest margin(2)(6) | 2.23 | 2.08 | 2.19 | 2.25 | 2.36 | |||||||||||||||
Net loans charged off to average total loans held for investment (2) | 0.30 | 0.03 | 0.02 | 0.05 | 0.24 | |||||||||||||||
Performance ratios excluding MUSA (7): | ||||||||||||||||||||
Return on average assets(2) | 0.78 | % | 0.52 | % | 0.67 | % | 0.73 | % | 0.75 | % | ||||||||||
Return on average MUAH stockholders' equity(2) | 5.67 | 3.89 | 5.03 | 5.71 | 5.75 | |||||||||||||||
Return on average MUAH tangible common equity(2)(3) | 7.28 | 5.18 | 6.76 | 8.13 | 7.91 | |||||||||||||||
Efficiency ratio(4) | 71.07 | 78.55 | 73.53 | 74.40 | 73.59 | |||||||||||||||
Adjusted efficiency ratio(5) | 64.21 | 69.96 | 67.58 | 67.40 | 68.43 | |||||||||||||||
Net interest margin(2)(6) | 2.72 | 2.71 | 2.87 | 2.91 | 3.14 | |||||||||||||||
40
MUFG Americas Holdings Corporation and Subsidiaries
Selected Financial Data (Continued)
| As of December 31, | ||||||||||||||||||||
| 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||
| Balance sheet (end of period): | ||||||||||||||||||||
| Total assets | $ | 148,144 | $ | 153,070 | $ | 148,897 | $ | 140,026 | $ | 129,133 | ||||||||||
| Total securities | 24,478 | 24,517 | 22,034 | 22,348 | 22,455 | |||||||||||||||
| Securities borrowed or purchased under resale agreements | 19,747 | 31,072 | 30,035 | 27,361 | 25,743 | |||||||||||||||
| Total loans held for investment | 77,551 | 79,257 | 78,502 | 69,852 | 61,394 | |||||||||||||||
| Nonperforming assets | 692 | 573 | 411 | 499 | 616 | |||||||||||||||
Core deposits(8) | 80,482 | 76,054 | 76,666 | 69,155 | 63,769 | |||||||||||||||
| Total deposits | 86,947 | 84,300 | 86,004 | 80,101 | 74,304 | |||||||||||||||
| Securities loaned or sold under repurchase agreements | 24,616 | 29,141 | 30,056 | 27,624 | 26,759 | |||||||||||||||
| Long-term debt | 11,410 | 13,648 | 7,963 | 8,625 | 7,195 | |||||||||||||||
| MUAH stockholders' equity | 17,233 | 16,378 | 15,548 | 14,597 | 12,723 | |||||||||||||||
| Credit ratios: | ||||||||||||||||||||
Allowance for loan losses to total loans held for investment(9) | 0.82 | % | 0.91 | % | 0.69 | % | 0.82 | % | 1.20 | % | ||||||||||
Allowance for loan losses to nonaccrual loans(9) | 92.69 | 130.86 | 144.03 | 129.34 | 145.92 | |||||||||||||||
Allowance for credit losses to total loans held for investment(10) | 1.03 | 1.12 | 0.88 | 1.00 | 1.40 | |||||||||||||||
Allowance for credit losses to nonaccrual loans(10) | 116.20 | 160.74 | 184.49 | 158.53 | 169.96 | |||||||||||||||
| Nonperforming assets to total loans held for investment and OREO | 0.89 | 0.72 | 0.52 | 0.71 | 1.00 | |||||||||||||||
| Nonperforming assets to total assets | 0.47 | 0.37 | 0.28 | 0.36 | 0.48 | |||||||||||||||
| Nonaccrual loans to total loans held for investment | 0.89 | 0.70 | 0.48 | 0.63 | 0.82 | |||||||||||||||
| Capital ratios: | ||||||||||||||||||||
| Regulatory: | ||||||||||||||||||||
Common Equity Tier 1 risk-based capital ratio(11)(14) | 14.77 | % | 13.63 | % | n/a | n/a | n/a | |||||||||||||
Tier 1 risk-based capital ratio(11)(14) | 14.77 | 13.64 | 12.79 | 12.41 | 11.91 | |||||||||||||||
Total risk-based capital ratio(11)(14) | 16.45 | 15.56 | 14.74 | 14.61 | 13.34 | |||||||||||||||
Tier 1 leverage ratio(11)(14) | 9.92 | 11.40 | 11.25 | 11.27 | 11.18 | |||||||||||||||
| Other: | ||||||||||||||||||||
Tangible common equity ratio(12) | 9.58 | % | 8.69 | % | 8.38 | % | 8.19 | % | 7.57 | % | ||||||||||
Tier 1 common capital ratio(11)(14) | n/a | n/a | 12.74 | 12.34 | 11.83 | |||||||||||||||
Common Equity Tier 1 risk-based capital ratio (U.S. Basel III standardized; transitional)(11)(14) | n/a | n/a | 12.85 | n/a | n/a | |||||||||||||||
Common Equity Tier 1 risk-based capital ratio (U.S. Basel III standardized approach; fully phased-in)(11)(13)(14) | 14.73 | 13.46 | 12.56 | 11.78 | n/a | |||||||||||||||
41
MUFG Americas Holdings Corporation and Subsidiaries
Selected Financial Data (Continued)
| (1) | 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. |
| (2) | Annualized. |
| (3) | Return on tangible common equity, a non-GAAP financial measure, is net income excluding intangible asset amortization divided by average tangible common equity. Management believes that this ratio provides useful supplemental information regarding the Company's business results. The methodology for determining tangible common equity may differ among companies. Please refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" in this Form 10-K for further information. |
| (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, intangible asset amortization, and a contract termination fee) 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, productivity initiatives related to the sale of certain premises, accretion related to privatization-related fair value adjustments, other credit costs, impairment on private equity investments and gains on sale of fixed assets. 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 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" in this Form 10-K 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) | These performance ratios, which are non-GAAP financial measures, do not include MUFG Securities Americas Inc. (MUSA), MUAH's broker-dealer subsidiary. Management believes these ratios provide useful supplemental information regarding the results of the Company's banking business. Please refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" in this Form 10-K for further information. |
| (8) | Core deposits exclude brokered deposits, foreign time deposits, domestic time deposits greater than $250,000 and certain other deposits not considered to be core customer relationships. |
| (9) | The allowance for loan losses ratios are calculated using the allowance for loan losses as a percentage of end of period total loans held for investment or total nonaccrual loans, as appropriate. |
| (10) | The allowance for credit losses ratios include the allowances for loan losses and for losses on unfunded credit commitments as a percentage of end of period total loans held for investment or total nonaccrual loans, as appropriate. |
| (11) | The capital ratios as of December 31, 2014 and prior periods are calculated under U.S. Basel I rules. The capital ratios displayed as of December 31,2016 and 2015 are calculated in accordance with the transition guidelines set forth in the U.S. federal banking agencies' final U.S. Basel III regulatory capital rules. |
| (12) | 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. Please refer to Part I, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-K for further information. |
| (13) | 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 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 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-K for further information. |
| (14) | Ratios calculated at December 31, 2016 reflect the designation of MUAH as the U.S. Intermediate Holding Company (IHC) of MUFG on July 1, 2016. Prior period ratios have not been revised to include the transferred IHC entities. |
| n/a | not applicable. |
42
MUFG Americas Holdings Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition and Results of Operations
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 from our expectations. Please also refer to "Note Regarding Forward-Looking Statements" and Part I, Item 1A. "Risk Factors" in this Form 10-K for a discussion of some factors that may cause results to differ from our expectations.
The following discussion and analysis of our consolidated financial position and results of our operations for the years ended December 31, 2016, 2015 and 2014 should be read together with our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in this Form 10-K. Averages, as presented in the following tables, are substantially all based upon daily average balances.
As used in this Form 10-K, terms such as "the Company," "we," "us" and "our" refer to MUFG Americas Holdings Corporation (MUAH), one or more of their consolidated subsidiaries, or to all of them together.
Formation of the U.S. Intermediate Holding Company
The financial information included for all periods presented in this Form 10-K reflects the designation of MUFG Americas Holdings Corporation (MUAH) as the U.S. Intermediate Holding Company (IHC) of its ultimate parent, MUFG on July 1, 2016, in accordance with the requirements of the U.S. Federal Reserve Board’s final rules for Enhanced Prudential Standards. The IHC formation resulted in the transfer of interests in substantially all of MUFG’s U.S. subsidiaries to MUAH. The Company issued 7,991,449 shares to BTMU and MUFG in exchange for the subsidiaries interests. The subsidiaries include MUFG Securities Americas Inc. (MUSA) (formerly Mitsubishi UFJ Securities (USA), Inc.), a registered broker-dealer, and various other non-bank subsidiaries. MUSA engages in capital markets origination transactions, private placements, collateralized financings, securities borrowing and lending transactions, and domestic and foreign debt and equity securities transactions. The assets received and liabilities assumed were transferred at their carrying amount, and consisted largely of securities borrowed and securities purchased under agreements to resell and securities loaned and securities sold under agreements to repurchase. All financial statements and related information for prior periods have been revised to include the results of the transferred IHC entities. Interests in MUFG's remaining U.S. subsidiaries will be transferred to MUAH by July 1, 2017.
Management's Discussion and Analysis includes non-GAAP financial measures which management believes provide useful supplemental information regarding the Company's business results. Certain financial measures have been adjusted for the results of MUSA. Management believes these ratios provide useful supplemental information on the results of MUAH's banking business. For a reconciliation of our non-GAAP financial measures, see the caption "Non-GAAP Financial Measures" in Part II, Item 7. of this Form 10-K.
Introduction
We are a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. (MUB or the Bank) and MUSA. We are owned by BTMU and MUFG. BTMU is a wholly-owned subsidiary of MUFG.
The Company has five reportable segments: Regional Bank, U.S. Wholesale Banking, Transaction Banking, Investment Banking & Markets and MUSA. We service U.S. Wholesale Banking, Investment Banking & Markets, certain Transaction Banking, and MUSA customers through the MUFG brand and serve Regional Bank 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 also provides various business, banking, financial, administrative and support services, and facilities for BTMU in connection with the operation and administration of all of BTMU's business in the U.S. (including BTMU's U.S. branches). The Company began providing these services and facilities on July 1, 2014, when BTMU integrated its U.S. branch banking operations, including its employees, under the Bank's operations.
43
The Bank and BTMU participate in a master services agreement whereby the Bank earns fee income in exchange for services and facilities provided.
The Company’s leadership team is bicoastal with Regional Bank and Transaction Banking leaders on the West Coast while U.S. Wholesale Banking, Investment Banking & Markets and MUSA leaders are based in New York City. The corporate headquarters (principal executive office) for MUB, MUSA and MUAH is in New York City. MUB's main banking office is in San Francisco. The Company had consolidated assets of $148.1 billion at December 31, 2016.
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 and MUFG.
Executive Overview
We are providing you with an overview of what we believe are the most significant factors and developments that affected our 2016 results and that could influence our future results. Further detailed information can be found elsewhere in this Form 10-K. In addition, you should carefully read this entire document and any other reports that we refer to in this Form 10-K for more detailed information to 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, securities borrowed or purchased under resale agreements, trading account assets and other interest-earning assets, less interest incurred on deposits and borrowings, securities loaned or sold under repurchase agreements and other interest-bearing liabilities. The primary sources of noninterest income are revenues from investment banking and syndication fees, service charges on deposit accounts, trust and investment management fees, trading account activities, credit facility fees, and fees from affiliates. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that affect our revenue sources. In 2016, revenue was comprised of 58% net interest income and 42% noninterest income. A summary of our financial results is discussed below.
Our primary sources of liquidity are core deposits, securities and wholesale funding. Core deposits exclude brokered deposits, foreign time deposits, domestic time deposits greater than $250,000, and certain other deposits not considered to be core customer relationships. Wholesale funding includes unsecured funds raised from BTMU and affiliates, interbank and other sources, both domestic and international, funding secured by certain assets, or 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
Net income attributable to MUAH was $990 million in 2016, an increase of $346 million from 2015, which was driven primarily by growth in total revenue. Net interest income increased $161 million, or 6%, due to expansion in the net interest margin, partially offset by a decrease in earning assets. Noninterest income increased $375 million, or 20%, due in part to an increase in fees from affiliates. Noninterest expense was stable compared with the prior year, increasing $35 million, or 1%. An increase in the effective tax rate in 2016 to 31% compared with 22% in 2015 partially offset these revenue increases.
The provision for credit losses was $155 million in 2016 compared with $227 million in 2015, reflecting losses in the commercial loan portfolio, primarily the PEP portfolio, resulting from the decline in oil and natural gas prices during 2015 and the first quarter of 2016. The PEP portfolio stabilized during the second half of 2016. PEP loan commitments, including loans outstanding, decreased to $2.7 billion at December 31, 2016 compared with $5.8 billion at December 31, 2015 as a result of charge-offs, transfers of PEP loans to held for sale, paydowns and payoffs. Aside from the oil and gas sector, credit quality continued to be stable during 2016. See "Concentration of Risk" within the "Risk Management" section of this Management's Discussion and Analysis for additional information about our oil and gas loan exposures.
44
Capital Ratios
The Company's capital ratios continued to exceed all well-capitalized and minimum regulatory thresholds for BHCs, as applicable. The U.S. Basel III Common Equity Tier 1, Tier 1 and Total risk-based capital ratios were 14.77%, 14.77% and 16.45%, respectively, at December 31, 2016. The Tier 1 leverage ratio was 9.92% at December 31, 2016. The Company's risk-based capital ratios increased during 2016 as a result of a decrease in risk-weighted assets and net income earned during the year.
45
Financial Performance
Net Interest Income
The following table shows the major components of net interest income and net interest margin.
| For the Years Ended | |||||||||||||||||||||||||||||||||
| December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||||||||||||||||||||||||
| (Dollars in millions) | Average Balance | Interest Income/ Expense(1) | Average Yield/ Rate(1) | Average Balance | Interest Income/ Expense(1) | Average Yield/ Rate(1) | Average Balance | Interest Income/ Expense(1) | Average Yield/ Rate(1) | ||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||
Loans held for investment(2) | |||||||||||||||||||||||||||||||||
Commercial and industrial(3) | $ | 29,286 | $ | 976 | 3.33 | % | $ | 29,126 | $ | 906 | 3.11 | % | $ | 25,321 | $ | 822 | 3.25 | % | |||||||||||||||
Commercial mortgage(3) | 14,842 | 525 | 3.54 | 13,876 | 508 | 3.66 | 13,559 | 508 | 3.75 | ||||||||||||||||||||||||
Construction(3) | 2,234 | 82 | 3.65 | 2,054 | 76 | 3.71 | 1,256 | 40 | 3.20 | ||||||||||||||||||||||||
| Lease financing | 1,855 | 62 | 3.36 | 1,934 | 67 | 3.46 | 2,445 | 106 | 4.32 | ||||||||||||||||||||||||
| Residential mortgage | 28,226 | 933 | 3.31 | 28,138 | 957 | 3.40 | 27,449 | 988 | 3.60 | ||||||||||||||||||||||||
| Home equity and other consumer | 3,449 | 176 | 5.09 | 3,122 | 137 | 4.38 | 3,181 | 129 | 4.08 | ||||||||||||||||||||||||
| Loans, before purchased credit-impaired loans | 79,892 | 2,754 | 3.45 | 78,250 | 2,651 | 3.39 | 73,211 | 2,593 | 3.54 | ||||||||||||||||||||||||
| Purchased credit-impaired loans | 282 | 93 | 33.06 | 440 | 151 | 34.46 | 812 | 273 | 33.54 | ||||||||||||||||||||||||
| Total loans held for investment | 80,174 | 2,847 | 3.55 | 78,690 | 2,802 | 3.56 | 74,023 | 2,866 | 3.87 | ||||||||||||||||||||||||
| Securities | 23,625 | 503 | 2.13 | 23,418 | 483 | 2.06 | 22,579 | 471 | 2.09 | ||||||||||||||||||||||||
| Securities borrowed or purchased under resale agreements | 24,546 | 196 | 0.80 | 32,503 | 112 | 0.34 | 32,135 | 68 | 0.21 | ||||||||||||||||||||||||
| Interest bearing deposits in banks | 3,020 | 16 | 0.53 | 2,618 | 6 | 0.24 | 2,898 | 7 | 0.25 | ||||||||||||||||||||||||
| Federal funds sold | 16 | — | 0.56 | 18 | — | 0.30 | 122 | — | 0.06 | ||||||||||||||||||||||||
| Trading account assets | 6,538 | 172 | 2.63 | 2,796 | 53 | 1.90 | 1,844 | 54 | 2.91 | ||||||||||||||||||||||||
| Other earning assets | 416 | 11 | 2.66 | 260 | 6 | 2.44 | 292 | 3 | 0.90 | ||||||||||||||||||||||||
| Total earning assets | 138,335 | 3,745 | 2.71 | 140,303 | 3,462 | 2.47 | 133,893 | 3,469 | 2.59 | ||||||||||||||||||||||||
| Allowance for loan losses | (766 | ) | (544 | ) | (561 | ) | |||||||||||||||||||||||||||
| Cash and due from banks | 1,857 | 1,915 | 1,830 | ||||||||||||||||||||||||||||||
| Premises and equipment, net | 615 | 631 | 638 | ||||||||||||||||||||||||||||||
Other assets(4) | 10,860 | 10,118 | 11,750 | ||||||||||||||||||||||||||||||
| Total assets | $ | 150,901 | $ | 152,423 | $ | 147,550 | |||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||
| Interest bearing deposits: | |||||||||||||||||||||||||||||||||
| Transaction and money market | $ | 38,273 | $ | 116 | 0.30 | $ | 38,330 | $ | 114 | 0.30 | $ | 38,517 | $ | 137 | 0.36 | ||||||||||||||||||
| Savings | 5,802 | 3 | 0.05 | 5,624 | 3 | 0.06 | 5,573 | 5 | 0.09 | ||||||||||||||||||||||||
| Time | 6,921 | 75 | 1.09 | 8,305 | 83 | 1.00 | 10,211 | 96 | 0.94 | ||||||||||||||||||||||||
| Total interest bearing deposits | 50,996 | 194 | 0.38 | 52,259 | 200 | 0.38 | 54,301 | 238 | 0.44 | ||||||||||||||||||||||||
| Commercial paper and other short-term borrowings | 5,204 | 32 | 0.62 | 5,530 | 13 | 0.33 | 5,383 | 59 | 1.10 | ||||||||||||||||||||||||
| Securities loaned or sold under repurchase agreements | 26,631 | 140 | 0.52 | 31,424 | 52 | 0.17 | 31,560 | 21 | 0.07 | ||||||||||||||||||||||||
| Long-term debt | 11,904 | 240 | 2.01 | 10,445 | 250 | 2.34 | 8,549 | 190 | 2.22 | ||||||||||||||||||||||||
| Total borrowed funds | 43,739 | 412 | 0.94 | 47,399 | 315 | 0.66 | 45,492 | 270 | 0.59 | ||||||||||||||||||||||||
| Trading account liabilities | 2,662 | 57 | 2.13 | 2,615 | 30 | 1.14 | 1,294 | 33 | 2.58 | ||||||||||||||||||||||||
| Total interest bearing liabilities | 97,397 | 663 | 0.68 | 102,273 | 545 | 0.53 | 101,087 | 541 | 0.53 | ||||||||||||||||||||||||
| Noninterest bearing deposits | 33,630 | 30,916 | 27,687 | ||||||||||||||||||||||||||||||
Other liabilities(5) | 2,694 | 2,912 | 3,180 | ||||||||||||||||||||||||||||||
| Total liabilities | 133,721 | 136,101 | 131,954 | ||||||||||||||||||||||||||||||
| Equity | |||||||||||||||||||||||||||||||||
| MUAH stockholders' equity | 17,003 | 16,112 | 15,350 | ||||||||||||||||||||||||||||||
| Noncontrolling interests | 177 | 210 | 246 | ||||||||||||||||||||||||||||||
| Total equity | 17,180 | 16,322 | 15,596 | ||||||||||||||||||||||||||||||
| Total liabilities and equity | $ | 150,901 | $ | 152,423 | $ | 147,550 | |||||||||||||||||||||||||||
Net interest income/spread (taxable-equivalent basis) | 3,082 | 2.03 | % | 2,917 | 1.94 | % | 2,928 | 2.06 | % | ||||||||||||||||||||||||
| Impact of noninterest bearing deposits | 0.17 | 0.12 | 0.11 | ||||||||||||||||||||||||||||||
| Impact of other noninterest bearing sources | 0.03 | 0.02 | 0.02 | ||||||||||||||||||||||||||||||
| Net interest margin | 2.23 | 2.08 | 2.19 | ||||||||||||||||||||||||||||||
| Less: taxable-equivalent adjustment | 29 | 25 | 23 | ||||||||||||||||||||||||||||||
| Net interest income | $ | 3,053 | $ | 2,892 | $ | 2,905 | |||||||||||||||||||||||||||
| (1) | Yields, interest income and net interest margin are presented on a taxable-equivalent basis using the federal statutory tax rate of 35%. |
| (2) | Average balances on loans outstanding include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield. |
| (3) | Beginning in the second quarter of 2016, the effect of interest rate hedges on commercial loans was reflected in each loan category. Previously, the entire effect of the interest rate hedges was included in commercial and industrial interest income. Prior period amounts have been reclassified to conform to current presentation. |
| (4) | Includes noninterest bearing trading account assets. |
| (5) | Includes noninterest bearing trading account liabilities. |
46
Net interest income increased during 2016 compared with 2015 due to expansion of the net interest margin, partially offset by a decrease in earning assets. The net interest margin increased 15 basis points to 2.23% due mainly to an increase in yields on commercial and industrial loans, securities borrowed or purchased under resale agreements and trading assets, and the impact of growth in noninterest bearing deposits. Excluding MUSA, the net interest margin was 2.72% during 2016 compared with 2.71% during 2015, as the increase in yields on commercial and industrial loans were largely offset by a decrease in the higher-yielding PCI loan balance. Earning assets decreased as a result of a decrease in securities borrowed or purchased under resale agreements, partially offset by increases in trading assets and loans held for investment, primarily commercial mortgage loans.
Analysis of Changes in Net Interest Income
The following table shows the changes in the components of net interest income on a taxable-equivalent basis for 2016, 2015 and 2014. The changes in net interest income between periods have been reflected as attributable to either volume or rate changes. For purposes of this table, changes that are not solely due to volume or rate are allocated to these categories in proportion to the absolute dollar amounts of the changes in average volume and average rate. Net loan fees of $29 million, $38 million and $54 million for the years ended 2016, 2015 and 2014, respectively, are included in this table.
| For the Years Ended December 31, | ||||||||||||||||||||||||
| 2016 versus 2015 | 2015 versus 2014 | |||||||||||||||||||||||
Increase (Decrease) due to change in | Increase (Decrease) due to change in | |||||||||||||||||||||||
| (Dollars in millions) | Average Volume | Average Rate | Net Change | Average Volume | Average Rate | Net Change | ||||||||||||||||||
Changes in Interest Income (1) | ||||||||||||||||||||||||
| Loans held for investment: | ||||||||||||||||||||||||
| Commercial and industrial | $ | 5 | $ | 65 | $ | 70 | $ | 120 | $ | (36 | ) | $ | 84 | |||||||||||
| Commercial mortgage | 34 | (17 | ) | 17 | 12 | (12 | ) | — | ||||||||||||||||
| Construction | 7 | (1 | ) | 6 | 29 | 7 | 36 | |||||||||||||||||
| Lease financing | (3 | ) | (2 | ) | (5 | ) | (20 | ) | (19 | ) | (39 | ) | ||||||||||||
| Residential mortgage | 3 | (27 | ) | (24 | ) | 25 | (56 | ) | (31 | ) | ||||||||||||||
| Home equity and other consumer loans | 15 | 24 | 39 | (2 | ) | 10 | 8 | |||||||||||||||||
| Loans, before purchased credit-impaired loans | 103 | 58 | ||||||||||||||||||||||
| Purchased credit-impaired loans | (52 | ) | (6 | ) | (58 | ) | (129 | ) | 7 | (122 | ) | |||||||||||||
| Total loans held for investment | 45 | (64 | ) | |||||||||||||||||||||
| Securities | 4 | 16 | 20 | 19 | (7 | ) | 12 | |||||||||||||||||
| Securities borrowed or purchased under resale agreements | (33 | ) | 117 | 84 | 1 | 43 | 44 | |||||||||||||||||
| Interest bearing deposits in banks | 1 | 9 | 10 | (1 | ) | — | (1 | ) | ||||||||||||||||
| Federal funds sold | — | — | — | — | — | — | ||||||||||||||||||
| Trading account assets | 93 | 26 | 119 | 22 | (23 | ) | (1 | ) | ||||||||||||||||
| Other earning assets | 4 | 1 | 5 | — | 3 | 3 | ||||||||||||||||||
| Total earning assets | 283 | (7 | ) | |||||||||||||||||||||
| Changes in Interest Expense | ||||||||||||||||||||||||
| Interest bearing deposits: | ||||||||||||||||||||||||
| Transaction and money market accounts | 2 | — | 2 | (1 | ) | (22 | ) | (23 | ) | |||||||||||||||
| Savings | — | — | — | — | (2 | ) | (2 | ) | ||||||||||||||||
| Time | (15 | ) | 7 | (8 | ) | (19 | ) | 6 | (13 | ) | ||||||||||||||
| Total interest bearing deposits | (6 | ) | (38 | ) | ||||||||||||||||||||
| Commercial paper and other short-term borrowings | (1 | ) | 20 | 19 | 2 | (48 | ) | (46 | ) | |||||||||||||||
| Securities loaned or sold under repurchase agreements | (9 | ) | 97 | 88 | — | 31 | 31 | |||||||||||||||||
| Long-term debt | 24 | (34 | ) | (10 | ) | 48 | 12 | 60 | ||||||||||||||||
| Total borrowed funds | 97 | 45 | ||||||||||||||||||||||
| Trading account liabilities | 1 | 26 | 27 | 22 | (25 | ) | (3 | ) | ||||||||||||||||
| Total interest bearing liabilities | 118 | 4 | ||||||||||||||||||||||
| Changes in net interest income | $ | 165 | $ | (11 | ) | |||||||||||||||||||
| (1) | Interest income is presented on a taxable-equivalent basis using the federal statutory tax rate of 35%. |
47
Noninterest Income and Noninterest Expense
The following tables display our noninterest income and noninterest expense for the years ended December 31, 2016, 2015 and 2014.
Noninterest Income
| Increase (Decrease) | ||||||||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||||||||
Years Ended December 31, | 2016 versus 2015 | 2015 versus 2014 | ||||||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | Amount | Percent | |||||||||||||||||||
| Service charges on deposit accounts | $ | 192 | $ | 195 | $ | 203 | $ | (3 | ) | (2 | )% | $ | (8 | ) | (4 | )% | ||||||||||
| Trust and investment management fees | 120 | 111 | 106 | 9 | 8 | 5 | 5 | |||||||||||||||||||
| Trading account activities | 105 | 62 | 51 | 43 | 69 | 11 | 22 | |||||||||||||||||||
| Securities gains, net | 69 | 20 | 18 | 49 | 245 | 2 | 11 | |||||||||||||||||||
| Credit facility fees | 108 | 117 | 125 | (9 | ) | (8 | ) | (8 | ) | (6 | ) | |||||||||||||||
| Brokerage commissions and fees | 64 | 79 | 79 | (15 | ) | (19 | ) | — | — | |||||||||||||||||
| Card processing fees, net | 39 | 33 | 34 | 6 | 18 | (1 | ) | (3 | ) | |||||||||||||||||
| Investment banking and syndication fees | 312 | 319 | 323 | (7 | ) | (2 | ) | (4 | ) | (1 | ) | |||||||||||||||
| Fees from affiliates | 957 | 763 | 320 | 194 | 134 | 443 | nm | |||||||||||||||||||
| Other investment income | (5 | ) | 9 | 48 | (14 | ) | (156 | ) | (39 | ) | (81 | ) | ||||||||||||||
| Other, net | 264 | 142 | 163 | 122 | 86 | (21 | ) | 13 | ||||||||||||||||||
| Total noninterest income | $ | 2,225 | $ | 1,850 | $ | 1,470 | $ | 375 | 20 | % | $ | 380 | 26 | % | ||||||||||||
nm not meaningful
Noninterest income in 2016 increased $375 million, or 20%, compared with 2015 primarily due to increases in fees from affiliates, trading account activities, securities gains, and increased Other, net due to lower FDIC indemnification asset amortization expense and a gain on sale of the Bank's legacy principal branch and administrative office in the fourth quarter of 2016.
During the years ended December 31, 2016, 2015 and 2014, the Company recorded the following income and expenses related to the support services provided to BTMU:
| Years Ended December 31, | |||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | ||||||||||
| Fees from affiliates - support services | $ | 621 | $ | 546 | $ | 206 | |||||||
| Staff costs associated with fees from affiliates - support services | $ | 577 | $ | 507 | $ | 193 | |||||||
The Company also recognized fees from affiliates through revenue sharing agreements with BTMU for various business and banking services, with associated costs included within noninterest expense. BTMU integrated its U.S. branch banking operations, including its employees, under the Bank's operations on July 1, 2014. Fees from affiliates and related costs in 2016 and 2015 reflect four quarters of income and costs from the integration - whereas 2014 reflects only two quarters of such income and costs.
48
Noninterest Expense
| Increase (Decrease) | ||||||||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||||||||
| Years Ended December 31, | 2016 versus 2015 | 2015 versus 2014 | ||||||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | Amount | Percent | |||||||||||||||||||
| Salaries and other compensation | $ | 2,036 | $ | 2,014 | $ | 1,657 | $ | 22 | 1 | % | $ | 357 | 22 | % | ||||||||||||
| Employee benefits | 319 | 400 | 302 | (81 | ) | (20 | ) | 98 | 32 | |||||||||||||||||
| Salaries and employee benefits | 2,355 | 2,414 | 1,959 | (59 | ) | (2 | ) | 455 | 23 | |||||||||||||||||
| Net occupancy and equipment | 325 | 335 | 313 | (10 | ) | (3 | ) | 22 | 7 | |||||||||||||||||
| Professional and outside services | 369 | 318 | 275 | 51 | 16 | 43 | 16 | |||||||||||||||||||
| Intangible asset amortization | 28 | 42 | 52 | (14 | ) | (33 | ) | (10 | ) | (19 | ) | |||||||||||||||
| Regulatory assessments | 72 | 53 | 59 | 19 | 36 | (6 | ) | (10 | ) | |||||||||||||||||
| Software | 154 | 120 | 95 | 34 | 28 | 25 | 26 | |||||||||||||||||||
| LIHC investment amortization | 8 | 15 | 12 | (7 | ) | (47 | ) | 3 | 25 | |||||||||||||||||
| Advertising and public relations | 37 | 38 | 40 | (1 | ) | (3 | ) | (2 | ) | (5 | ) | |||||||||||||||
| Communications | 57 | 57 | 51 | — | — | 6 | 12 | |||||||||||||||||||
| Data processing | 31 | 31 | 32 | — | — | (1 | ) | (3 | ) | |||||||||||||||||
| Other | 346 | 324 | 368 | 22 | 7 | (44 | ) | (12 | ) | |||||||||||||||||
| Total noninterest expense | $ | 3,782 | $ | 3,747 | $ | 3,256 | $ | 35 | 1 | % | $ | 491 | 15 | % | ||||||||||||
Noninterest expense increased slightly in 2016 largely due to increases in professional and outside services expenses and software expenses. Professional and outsides services expense increased due to in part to expenses related to information security and regulatory compliance efforts. Software expense increased as a result of increased investment in software to support various business activities. These increases were partially offset by a decrease in pension expense.
Income Tax Expense
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Income before income taxes and including noncontrolling interests | $ | 1,341 | $ | 768 | $ | 1,111 | ||||||
| Income tax expense | 419 | 169 | 348 | |||||||||
| Effective tax rate | 31 | % | 22 | % | 31 | % | ||||||
Income tax expense and the effective tax rate include both federal and state income taxes. In 2016, income tax expense was $419 million with an effective tax rate of 31%, compared with an expense of $169 million and a rate of 22% in 2015. The effective tax rate was lower in 2015 due to the combination of higher federal income tax credits and lower pretax income.
For additional information regarding income tax expense, including a reconciliation between the effective tax rate and the statutory tax rate and changes in unrecognized tax benefits, see Note 18 to our Consolidated Financial Statements included in this Form 10-K.
49
Comparison of 2015 to 2014
Net income for 2015 was $644 million, compared with $782 million in 2014. The decrease of $138 million was largely driven by an increase in the provision for credit losses and increases in salaries and employee benefits, professional and outside services and software expenses. An increase in fees from affiliates and a lower effective tax rate partially offset these expense increases.
The $227 million provision for credit losses in 2015 was substantially due to the continued decline in oil and natural gas prices during 2015, which resulted in negative credit migration in the oil and gas sector of our loan portfolio, primarily within PEP.
Net interest income decreased $13 million in 2015 compared with 2014 despite a $6.4 billion increase in average earning assets due to a decline in interest income on our PCI portfolio and a decrease in the net interest margin. The decrease in interest income on our PCI portfolio resulted from the diminishing size of the PCI portfolio and the effects of early payoffs on certain commercial mortgage loans in 2014 that resulted from improving industry conditions. The net interest margin declined due to the decline in PCI interest income and the repricing of loans in a lower interest rate environment in 2015. Excluding MUSA, the net interest margin decreased to 2.71% in 2015 from 2.87% in 2014 due to the decline in PCI interest income and the decline in yields on loans held for investment. An increase during 2015 in the average notional amount of received fixed interest rate swaps used to hedge floating rate commercial loans partially offset the impact of declining yields. Average earning assets increased in 2015 primarily due to growth in the commercial and industrial loan portfolio.
Noninterest income increased $380 million, or 26%, compared with 2014, primarily due to fee income from affiliates. BTMU integrated its U.S. branch banking operations, including its employees, under the Bank's operations on July 1, 2014. A full year of fees from affiliates was included in 2015. This increase was partially offset by a decrease in other investment income primarily due to losses on equity investments. Other, net includes higher operating lease income in 2014 largely offset by a loss on sale of a portfolio of operating lease assets in the fourth quarter of 2014.
Noninterest expense increased $491 million, or 15%, compared with 2014, primarily due to increased salaries and employee benefit costs from the integration of BTMU’s U.S. branch banking operations, and higher professional and outside services and software expenses. Professional and outside services increased during 2015 due in part to expenses associated with various regulatory compliance initiatives. The increase in software expense reflected implementation of various technology initiatives. Other noninterest expense decreased due primarily to higher operating lease equipment depreciation expense during 2014 from the operating lease assets sold in the fourth quarter of 2014.
For the year ended December 31, 2015, the Company recorded $763 million in fee income from the integration, including $546 million related to support services provided by the Company to BTMU. Noninterest expense related to the support services was $507 million for the year ended December 31, 2015, primarily comprised of salaries and employee benefits. The remaining fee income was recognized through revenue sharing agreements with BTMU, with associated costs included within noninterest expense. For additional information, see “Noninterest Income and Noninterest Expense” in this 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 U.S. Treasury securities, RMBS, CMBS, Cash Flow CLOs, and direct bank purchase bonds. Direct bank purchase bonds are instruments that are issued in bond form, accounted for as securities, but underwritten as loans with features that are typically found in commercial loans. Securities held to maturity consist of U.S. Treasury securities, U.S. government-sponsored agency securities and U.S. government-sponsored agency RMBS and CMBS.
50
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities are detailed in Note 3 to our Consolidated Financial Statements in this Form 10-K.
Analysis of Securities
The following tables show the remaining contractual maturities and expected yields of the securities based upon amortized cost at December 31, 2016. Equity securities do not have a stated maturity and are included in the total column only. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.
Securities Available for Sale
| December 31, 2016 | |||||||||||||||||||||||||||||||||||
| Maturities | |||||||||||||||||||||||||||||||||||
One Year or Less | Over One Year Through Five Years | Over Five Years Through Ten Years | Over Ten Years | Total Amortized Cost | |||||||||||||||||||||||||||||||
| (Dollars in millions) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | |||||||||||||||||||||||||
| Asset Liability Management securities: | |||||||||||||||||||||||||||||||||||
| U.S. Treasury | $ | — | — | % | $ | 344 | 1.96 | % | $ | 2,281 | 1.58 | % | $ | — | — | % | $ | 2,625 | 1.63 | % | |||||||||||||||
| Residential mortgage-backed securities: | |||||||||||||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies | — | — | 11 | 2.35 | 326 | 1.94 | 6,477 | 2.23 | 6,814 | 2.22 | |||||||||||||||||||||||||
| Privately issued | — | — | 2 | 3.53 | — | — | 331 | 3.26 | 333 | 3.26 | |||||||||||||||||||||||||
| Privately issued - commercial mortgage-backed securities | — | — | — | — | — | — | 666 | 3.35 | 666 | 3.35 | |||||||||||||||||||||||||
| Collateralized loan obligations | — | — | — | — | 1,371 | 2.34 | 848 | 2.38 | 2,219 | 2.36 | |||||||||||||||||||||||||
| Other | 1 | 3.30 | 1 | 3.43 | 5 | 7.48 | — | — | 7 | 6.27 | |||||||||||||||||||||||||
| Total Asset Liability Management securities | 1 | 3.72 | 358 | 1.99 | 3,983 | 1.88 | 8,322 | 2.38 | 12,664 | 2.21 | |||||||||||||||||||||||||
| Other debt securities: | |||||||||||||||||||||||||||||||||||
| Direct bank purchase bonds | 4 | 1.46 | 369 | 1.62 | 810 | 2.53 | 418 | 3.06 | 1,601 | 2.46 | |||||||||||||||||||||||||
| Other | — | — | 82 | 2.46 | — | — | 26 | 4.85 | 108 | 3.02 | |||||||||||||||||||||||||
| Equity securities | — | — | — | — | — | — | — | — | 5 | — | |||||||||||||||||||||||||
| Total securities available for sale | $ | 5 | 1.78 | % | $ | 809 | 1.87 | % | $ | 4,793 | 1.99 | % | $ | 8,766 | 2.42 | % | $ | 14,378 | 2.24 | % | |||||||||||||||
Securities Held to Maturity
| December 31, 2016 | ||||||||||||||||||||||||||||
| Maturities | ||||||||||||||||||||||||||||
Over One Year Through Five Years | Over Five Years Through Ten Years | Over Ten Years | Total Amortized Cost | |||||||||||||||||||||||||
| (Dollars in millions) | Amount | Yield | Amount | Yield | Amount | Yield | Amount | Yield | ||||||||||||||||||||
| U.S. Treasury | $ | 492 | 1.71 | % | $ | — | — | % | $ | — | — | % | $ | 492 | 1.71 | % | ||||||||||||
| U.S. government agency and government-sponsored agencies - residential mortgage-backed securities | 50 | — | 109 | 2.99 | 8,142 | 2.45 | 8,301 | 2.44 | ||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 50 | 1.65 | 850 | 2.19 | 745 | 2.04 | 1,645 | 2.10 | ||||||||||||||||||||
| Total securities held to maturity | $ | 592 | 1.56 | % | $ | 959 | 2.28 | % | $ | 8,887 | 2.41 | % | $ | 10,438 | 2.35 | % | ||||||||||||
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Our securities portfolio at December 31, 2016 included ALM securities with a fair value of $22.7 billion. These securities have an expected weighted average life of 4.55 years at December 31, 2016.
Loans Held for Investment
The following table shows loans held for investment outstanding by loan type at the end of each period presented:
| December 31, | ||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Loans held for investment: | ||||||||||||||||||||
| Commercial and industrial | $ | 25,337 | $ | 30,214 | $ | 28,046 | $ | 23,877 | $ | 21,181 | ||||||||||
| Commercial mortgage | 14,547 | 13,904 | 14,016 | 13,092 | 9,939 | |||||||||||||||
| Construction | 2,283 | 2,297 | 1,794 | 905 | 627 | |||||||||||||||
| Lease financing | 1,819 | 1,911 | 2,027 | 2,045 | 2,110 | |||||||||||||||
| Total commercial portfolio | 43,986 | 48,326 | 45,883 | 39,919 | 33,857 | |||||||||||||||
| Residential mortgage | 29,836 | 27,344 | 28,977 | 25,547 | 22,705 | |||||||||||||||
| Home equity and other consumer loans | 3,492 | 3,251 | 3,117 | 3,280 | 3,647 | |||||||||||||||
| Total consumer portfolio | 33,328 | 30,595 | 32,094 | 28,827 | 26,352 | |||||||||||||||
| Total loans held for investment, before purchased credit-impaired loans | 77,314 | 78,921 | 77,977 | 68,746 | 60,209 | |||||||||||||||
| Purchased credit-impaired loans | 237 | 336 | 525 | 1,106 | 1,185 | |||||||||||||||
| Total loans held for investment | $ | 77,551 | $ | 79,257 | $ | 78,502 | $ | 69,852 | $ | 61,394 | ||||||||||
The decrease in the commercial and industrial portfolio as of December 31, 2016 compared with December 31, 2015 included reductions in the oil and gas portfolio. See "Concentration of Risk" within the "Risk Management" section of this Management's Discussion and Analysis for additional information about our oil and gas loan exposures. The residential mortgage portfolio increased as a result of organic growth.
Loan Maturities
The following table presents our loans held for investment by contractual maturity.
| December 31, 2016 | ||||||||||||||||
| (Dollars in millions) | One Year or Less | Over One Year Through Five Years | Over Five Years | Total | ||||||||||||
| Loans held for investment: | ||||||||||||||||
| Commercial and industrial | $ | 5,844 | $ | 16,129 | $ | 3,364 | $ | 25,337 | ||||||||
| Commercial mortgage | 1,432 | 5,200 | 7,915 | 14,547 | ||||||||||||
| Construction | 1,084 | 1,102 | 97 | 2,283 | ||||||||||||
| Lease financing | 321 | 802 | 696 | 1,819 | ||||||||||||
| Total commercial portfolio | 8,681 | 23,233 | 12,072 | 43,986 | ||||||||||||
| Residential mortgage | 2 | 72 | 29,762 | 29,836 | ||||||||||||
| Home equity and other consumer loans | 114 | 943 | 2,435 | 3,492 | ||||||||||||
| Total consumer portfolio | 116 | 1,015 | 32,197 | 33,328 | ||||||||||||
| Total loans held for investment, before purchased credit-impaired loans | 8,797 | 24,248 | 44,269 | 77,314 | ||||||||||||
| Purchased credit-impaired loans | 41 | 68 | 128 | 237 | ||||||||||||
| Total loans held for investment | $ | 8,838 | $ | 24,316 | $ | 44,397 | $ | 77,551 | ||||||||
| Total fixed rate loans held for investment due after one year | $ | 13,723 | ||||||||||||||
| Total variable rate loans held for investment due after one year | 54,990 | |||||||||||||||
| Total loans held for investment due after one year | $ | 68,713 | ||||||||||||||
52
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, but are not limited to, those arising from exchange rate fluctuations and restrictions on the transfer of funds. Our total cross-border outstandings, where such outstandings exceeded one percent of total assets as of December 31, 2016, were $3.1 billion for Japan. These cross-border outstandings are based on category and legal residence of ultimate risk and are primarily comprised of securities financing arrangements from MUSA. At December 31, 2015, the Company's cross-border outstandings for Canada were $1.2 billion, which was comprised primarily of loans and trading account assets.
Deposits
The table below presents our deposits as of December 31, 2016 and 2015.
| December 31, 2016 | December 31, 2015 | Increase (Decrease) | |||||||||||||
| (Dollars in millions) | Amount | Percent | |||||||||||||
| Interest checking | $ | 5,093 | $ | 4,474 | $ | 619 | 14 | % | |||||||
| Money market | 34,591 | 33,896 | 695 | 2 | |||||||||||
| Total interest bearing transaction and money market accounts | 39,684 | 38,370 | 1,314 | 3 | |||||||||||
| Savings | 5,928 | 5,687 | 241 | 4 | |||||||||||
| Time | 5,681 | 7,780 | (2,099 | ) | (27 | ) | |||||||||
| Total interest bearing deposits | 51,293 | 51,837 | (544 | ) | (1 | ) | |||||||||
| Noninterest bearing deposits | 35,654 | 32,463 | 3,191 | 10 | |||||||||||
| Total deposits | $ | 86,947 | $ | 84,300 | $ | 2,647 | 3 | % | |||||||
| Total interest bearing deposits include the following brokered deposits: | |||||||||||||||
| Interest bearing transaction and money market accounts | $ | 2,938 | $ | 2,976 | $ | (38 | ) | (1 | )% | ||||||
| Time | 1,918 | 2,512 | (594 | ) | (24 | ) | |||||||||
| Total brokered deposits | $ | 4,856 | $ | 5,488 | $ | (632 | ) | (12 | )% | ||||||
| Core Deposits: | |||||||||||||||
| Total deposits | $ | 86,947 | $ | 84,300 | $ | 2,647 | 3 | % | |||||||
| Less: total brokered deposits | 4,856 | 5,488 | (632 | ) | (12 | ) | |||||||||
| Less: total foreign deposits and nonbrokered domestic time deposits of over $250,000 | 1,609 | 2,758 | (1,149 | ) | (42 | ) | |||||||||
| Total core deposits | $ | 80,482 | $ | 76,054 | $ | 4,428 | 6 | % | |||||||
Total deposits and core deposits were up $2.6 billion and $4.4 billion, respectively, from December 31, 2015, substantially due to deposit growth within the Transaction Banking and Regional Bank segments. Core deposits as a percentage of total deposits were 93% and 90% at December 31, 2016 and 2015, respectively.
The following table presents domestic time deposits of $100,000 and over by maturity.
| (Dollars in millions) | December 31, 2016 | |||
| Three months or less | $ | 1,009 | ||
| Over three months through six months | 459 | |||
| Over six months through twelve months | 570 | |||
| Over twelve months | 604 | |||
| Total domestic time deposits of $100,000 and over | $ | 2,642 | ||
We offer CDs and other time deposits of $100,000 and over at market rates of interest. A large portion of these deposits are held by customers, both public and private. Non-U.S. time deposits were $0.2 billion and $0.3 billion at December 31, 2016 and 2015, respectively. Substantially all non-U.S. time deposits were in amounts of $100,000 or more.
53
Securities Financing Arrangements
The Company enters into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowing and lending transactions to facilitate customer match-book activity, cover short positions and to fund the Company's trading inventory. These balances are almost entirely attributable to MUSA, and are included in the Company's balance sheet as a result of the transfer of MUFG's interest in MUSA to the Company. Because the yield characteristics of these balances differ significantly from MUB's assets and liabilities, the Company has provided certain non-GAAP measures excluding MUSA. See "Non-GAAP Financial Measures" within this Management's Discussion and Analysis for additional information.
Securities borrowed or purchased under resale agreements were $19.7 billion and $31.1 billion at December 31, 2016 and December 31, 2015, respectively. The following table provides certain information about securities loaned or sold under repurchase agreements.
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Balance at period end | $ | 24,616 | $ | 29,141 | ||||
| Weighted average interest rate at period end | 0.62 | % | 0.33 | % | ||||
| Maximum outstanding at any month end | $ | 30,922 | $ | 34,101 | ||||
| Average balance during the year | $ | 26,631 | $ | 31,424 | ||||
| Weighted average interest rate during the year | 0.52 | % | 0.17 | % | ||||
Capital Management
Capital Adequacy and Capital Management
A strong capital position is essential to the Company's business strategy. The Company has established a Capital Management Policy, which sets forth, among other things, the principles and guidelines used for capital planning, issuance, usage and distributions, including internal capital goals; the quantitative and qualitative guidelines for dividends and stock repurchases; and the strategies for addressing potential capital shortfalls. The Capital Management Policy sets forth the enterprise-wide capital objectives, which include requirements to maintain capital adequate for the Company's material risks, to maintain access to funding to meet obligations to creditors and counterparties, to provide for effective support of organic growth, and to consider the quality and efficiency of various capital forms while maintaining a strong capital position. Capital is generated principally from the retention of earnings and from capital contributions received from BTMU and MUFG.
Regulatory Capital
Both MUAH and MUB are subject to various capital adequacy regulations issued by the U.S. federal banking agencies, including requirements to file an annual capital plan and to maintain minimum regulatory capital ratios. As of December 31, 2016, management believes the capital ratios of MUAH 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 April 2016. 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 2016 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 June 2016, the Company was informed by the Federal Reserve that it did not object to the Company's capital plan. In accordance with regulatory requirements, the Company subsequently disclosed the results of its annual company-run capital stress test. In October 2016, the Company submitted its mid-cycle Dodd-Frank Act Stress Test results to the Federal Reserve and subsequently disclosed the results of those stress tests.
54
MUAH 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 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. Among other requirements, the U.S. Basel III rules revised the definition of capital; increased minimum capital ratios; introduced a minimum Common Equity Tier 1 capital ratio of 4.5% and a capital conservation buffer of 2.5% (for a total minimum Common Equity Tier 1 capital ratio of 7.0%) and a potential countercyclical buffer of up to 2.5%, which would be imposed by regulators at their discretion if it is determined that a period of excessive credit growth is contributing to an increase in financial institution systemic risk for advanced approaches institutions only; mandated a Tier 1 leverage ratio of 4%; introduced, for large and internationally active BHCs, a Tier 1 SLR that is currently set at 3% and which incorporates off-balance sheet exposures; revised Basel I rules for calculating risk-weighted assets under a standardized approach; modified the existing Basel II advanced approaches rules for calculating risk-weighted assets under U.S. Basel III; and eliminated, for advanced approaches institutions, over a four-year phase-in period beginning on January 1, 2014, the AOCI or loss exclusion that had applied under Basel I and Basel II rules.
As required under U.S. Basel III rules, the 2.5% capital conservation buffer is being implemented on a phased-in basis in equal increments of 0.625% per year over a four-year period that commenced on January 1, 2016. MUAH and MUB would satisfy the minimum capital requirements including the capital conservation buffer on a fully phased-in basis if those requirements were effective as of December 31, 2016.
The following tables summarize the calculation of MUAH’s risk-based capital ratios in accordance with the U.S. Basel III rules as of December 31, 2016 and December 31, 2015.
MUFG Americas Holdings Corporation
| U.S. Basel III | ||||||||
| (Dollars in millions) | December 31, 2016 | December 31, 2015(1) | ||||||
| Capital Components | ||||||||
| Common Equity Tier 1 capital | $ | 14,757 | $ | 12,920 | ||||
| Tier 1 capital | 14,757 | 12,923 | ||||||
| Tier 2 capital | 1,674 | 1,824 | ||||||
| Total risk-based capital | $ | 16,431 | $ | 14,747 | ||||
| Risk-weighted assets | $ | 99,904 | $ | 94,775 | ||||
| Average total assets for leverage capital purposes | $ | 148,794 | $ | 113,364 | ||||
| U.S. Basel III | Minimum Capital Requirement with Capital Conservation Buffer(2) | ||||||||||||||||||||||
| (Dollars in millions) | December 31, 2016 | December 31, 2015(1) | December 31, 2016 | ||||||||||||||||||||
| Capital Ratios | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||
| Common Equity Tier 1 capital (to risk-weighted assets) | $ | 14,757 | 14.77 | % | $ | 12,920 | 13.63 | % | ≥ | $ | 5,120 | 5.125 | % | ||||||||||
| Tier 1 capital (to risk-weighted assets) | 14,757 | 14.77 | 12,923 | 13.64 | ≥ | 6,619 | 6.625 | ||||||||||||||||
| Total capital (to risk-weighted assets) | 16,431 | 16.45 | 14,747 | 15.56 | ≥ | 8,617 | 8.625 | ||||||||||||||||
Tier 1 leverage(3) | 14,757 | 9.92 | 12,923 | 11.40 | ≥ | 5,952 | 4.000 | ||||||||||||||||
| (1) | Prior period amounts and ratios have not been revised to include the transferred IHC entities. |
| (2) | Beginning January 1, 2016, the minimum capital requirement includes a capital conservation buffer of 0.625%. |
| (3) | Tier 1 capital divided by quarterly average assets (excluding certain deductions). |
The formation of the IHC on July 1, 2016 resulted in the issuance of common stock to BTMU and MUFG and the transfer of interests in substantially all of MUFG's U.S. subsidiaries to MUAH, thus increasing the Company's Common Equity Tier 1 capital and total assets. The assets acquired were predominantly from MUSA,
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and are generally comprised of securities purchased under resale agreements collateralized by U.S. government-sponsored agency RMBS and securities issued by the U.S. Treasury. Accordingly, their impact to average total assets used in the computation of the Tier 1 leverage ratio was more significant than the impact to risk-weighted assets.
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 December 31, 2016 and December 31, 2015.
MUFG Union Bank, N.A.
| U.S. Basel III | ||||||||
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Capital Components | ||||||||
| Common Equity Tier 1 capital | $ | 13,056 | $ | 12,384 | ||||
| Tier 1 capital | 13,056 | 12,384 | ||||||
| Tier 2 capital | 1,504 | 1,619 | ||||||
| Total risk-based capital | $ | 14,560 | $ | 14,003 | ||||
| Risk-weighted assets | $ | 89,382 | $ | 93,930 | ||||
| Average total assets for leverage capital purposes | $ | 113,939 | $ | 112,243 | ||||
| U.S. Basel III | Minimum Capital Requirement with Capital Conservation Buffer (1) | To Be Well-Capitalized Under Prompt Corrective Action Provisions | ||||||||||||||||||||||||||||||
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | December 31, 2016 | |||||||||||||||||||||||||||||
| Capital Ratios | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||
| Common Equity Tier 1 capital (to risk-weighted assets) | $ | 13,056 | 14.61 | % | $ | 12,384 | 13.18 | % | ≥ | $ | 4,581 | 5.125 | % | ≥ | $ | 5,810 | 6.5 | % | ||||||||||||||
| Tier 1 capital (to risk-weighted assets) | 13,056 | 14.61 | 12,384 | 13.18 | ≥ | 5,922 | 6.625 | ≥ | 7,151 | 8.0 | ||||||||||||||||||||||
| Total capital (to risk-weighted assets) | 14,560 | 16.29 | 14,003 | 14.91 | ≥ | 7,709 | 8.625 | ≥ | 8,938 | 10.0 | ||||||||||||||||||||||
Tier 1 leverage(2) | 13,056 | 11.46 | 12,384 | 11.03 | ≥ | 4,558 | 4.000 | ≥ | 5,697 | 5.0 | ||||||||||||||||||||||
(1)Beginning January 1, 2016, the minimum capital requirement includes a capital conservation buffer of 0.625%.
(2)Tier 1 capital divided by quarterly average assets (excluding certain deductions).
In addition to capital ratios determined in accordance with regulatory requirements, we consider the tangible common equity ratio when evaluating capital utilization and adequacy. This capital ratio is monitored 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. This ratio is not codified within GAAP or federal banking regulations in effect at December 31, 2016. Therefore, it is considered a non-GAAP financial measure. Our tangible common equity ratio calculation method may differ from those used by other financial services companies.
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The following table summarizes the calculation of the Company's tangible common equity ratios as of December 31, 2016 and 2015:
| December 31, 2016 | December 31, 2015 | |||||||
| (Dollars in millions) | ||||||||
| Total MUAH stockholders' equity | $ | 17,233 | $ | 16,378 | ||||
| Goodwill | (3,225 | ) | (3,225 | ) | ||||
| Intangible assets, except mortgage servicing rights | (223 | ) | (190 | ) | ||||
| Deferred tax liabilities related to goodwill and intangible assets | 79 | 39 | ||||||
| Tangible common equity (a) | $ | 13,864 | $ | 13,002 | ||||
| Total assets | $ | 148,144 | $ | 153,070 | ||||
| Goodwill | (3,225 | ) | (3,225 | ) | ||||
| Intangible assets, except mortgage servicing rights | (223 | ) | (190 | ) | ||||
| Deferred tax liabilities related to goodwill and intangible assets | 79 | 39 | ||||||
| Tangible assets (b) | $ | 144,775 | $ | 149,694 | ||||
| Tangible common equity ratio (a)/(b) | 9.58 | % | 8.69 | % | ||||
The Company’s fully phased-in Common Equity Tier 1 capital ratio calculated under the U.S. Basel III standardized approach at December 31, 2016 and December 31, 2015 was estimated to be 14.73% and 13.46%, respectively. 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 December 31, 2016 and December 31, 2015.
The following tables summarize the calculation of the Company's 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, 2016:
| Common Equity Tier 1 capital under U.S. Basel III (standardized approach; fully phased-in) | ||||||||
| December 31, 2016 | December 31, 2015 | |||||||
| (Dollars in millions) | (Estimated) | (Estimated) | ||||||
| Common Equity Tier 1 capital under U.S. Basel III (transitional) | $ | 14,757 | $ | 12,920 | ||||
| Other | (58 | ) | (61 | ) | ||||
| Common Equity Tier 1 capital estimated under U.S. Basel III (standardized approach; fully phased-in) (a) | $ | 14,699 | $ | 12,859 | ||||
| Risk-weighted assets, estimated under U.S. Basel III (standardized; transitional) | $ | 99,904 | $ | 94,775 | ||||
| Adjustments | (137 | ) | 756 | |||||
| Total risk-weighted assets, estimated under U.S. Basel III (standardized approach; fully phased-in) (b) | $ | 99,767 | $ | 95,531 | ||||
Common Equity Tier 1 capital to total risk-weighted assets estimated under U.S. Basel III (standardized approach; fully phased-in)(1) (a)/(b) | 14.73 | % | 13.46 | % | ||||
| (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. |
For additional information regarding our regulatory capital requirements, see "Supervision and Regulation-Regulatory Capital and Liquidity Standards" in Part I, Item 1. of this Form 10-K.
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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 that the Company must manage include credit, market, liquidity, operational, interest rate, compliance, reputation and strategic risks. The Board, directly or through its appropriate committees, provides oversight and approves our various risk management policies. Management has established a risk management structure that is designed to provide a comprehensive approach for identifying, measuring, monitoring, controlling and reporting on the significant risks faced by the Company. A summary of the Company’s risk management structure and framework is set forth below.
Risk Management Structure
Board Committees
Risk Committee
The Risk Committee of the Board of Directors is broadly responsible for oversight of (1) risk management, (2) compliance with legal and regulatory requirements, and (3) the credit, operational and other material risks to which the Company may be exposed. The Risk Committee is responsible for risk management oversight in the key areas outlined below, and has the authority to direct corrective and remedial actions.
The Risk Committee generally oversees the Company’s risk management and the enterprise level risk appetite frameworks and establishes guidelines for reporting and escalating risk issues.
The Risk Committee provides oversight of management’s control over the following risk categories: credit, market, liquidity, operational (including modeling and technology), compliance, reputation and strategic risks. The Risk Committee also reviews and assesses risks from the viewpoint of protecting the overall safety and soundness of the Company.
Human Capital Committee
The Human Capital Committee oversees the Company’s compensation and risk review processes in line with competitive market practice and regulatory guidance associated with responsible risk management practices. The Human Capital Committee reviews the CRO’s risk assessment of the Company’s annual incentive compensation plan to assure that it is consistent with the Company’s stated risk appetite and regulatory guidance.
Audit & Finance Committee
The Audit & Finance Committee of the Board of Directors is responsible for oversight of liquidity and interest rate risk. The Audit & Finance Committee also oversees the IAA and CEA, both of which provide the Audit & Finance Committee with independent assessments of risk.
Management Committees
The ECA provides direction on major corporate policies including strategic, financial, risk management, infrastructure, regulatory and governance policies. The ECA has established and delegated authority to the ARC whose responsibilities include managing balance sheets and operations, reviewing risk management policies, and overseeing the risk management framework and all risks on an integrated basis. The ARC oversees areas of risk with and through its sub-committees, including: Credit Risk Committee; Market Risk Management Committee; Liquidity Risk and Interest Rate Risk Committee; Compliance Risk Committee; Information Risk Committee; Reputation Risk Committee; and Operational Risk Management Committee.
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Americas Risk Management Group
Appointed by the Board of Directors, the Company's CRO is responsible for managing the ARM function which consists of individuals with specialized knowledge to identify, measure, monitor, control and report on the significant risks faced by MUAH and its subsidiaries.
ARM is responsible for maintaining all risk-related policies and procedures, identifying Company-level risks, monitoring emerging risks, and aggregating reporting for review by management, management committees and the Board Risk Committee. ARM is expected to support management's execution of the strategic objectives and overarching goal of maintaining the safety and soundness of the Company and its compliance with U.S. laws, regulations and supervisory guidance.
The following paragraphs discuss the Company’s risk management framework relating to credit, market, liquidity, and operational risks.
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.
Credit risk is defined as the risk to earnings or capital arising from an obligor's failure to meet the financial terms of any contract with the Company in accordance with agreed upon terms. We manage and control credit risk through diversification of the portfolio, including by type of loan, industry concentration, dollar limits on multiple loans to the same borrower, geographic distribution and type of borrower.
In analyzing our loan portfolios, we apply specific monitoring policies and procedures that are tailored according to the risk profile and other characteristics of the loans within the portfolios. Our residential, consumer and certain small commercial loans are homogeneous in nature and are, in general, individually insignificant in terms of size or potential risk of loss. Accordingly, we review these portfolios by analyzing their performance as a pool of loans. In contrast, our monitoring process for larger commercial and industrial, construction, commercial mortgage, lease, and foreign loan portfolios includes a periodic review of individual loans. Loans that are performing, but have shown some signs of weakness, are subjected to more stringent reporting and oversight.
We have a Credit Risk Committee, chaired by the head of the Credit Strategies Group and composed of the Chief Credit Officers responsible for our loan portfolio segments and other executive and senior officers, that establishes our overall risk appetite, portfolio concentration limits, and credit risk rating methodology. This committee is supported by the Credit Policy Forum, composed of Group Senior Credit Officers that have responsibility for establishing credit policy, credit underwriting criteria, and other risk management controls. Credit Administration, under the direction of the Chief Credit Officers and their designated Group Senior Credit Officers, are responsible for administering the credit approval process and related policies. Policies require an evaluation of credit requests and ongoing reviews of existing credits in order to verify that we know with whom we are doing business, that the purpose of the credit is acceptable, and that the borrower is able and willing to repay as agreed. Furthermore, policies require prompt identification and quantification of asset quality deterioration or potential loss.
CEA, which reports to the Audit & Finance Committee of the Board of Directors, provides both the Board and executive management with an independent assessment of the level of credit risk and the effectiveness of the credit management process. CEA routinely reviews the accuracy and timeliness of risk ratings assigned to individual borrowers with the goal of ensuring that the business unit credit risk identification process is functioning properly. This group also assesses compliance with credit policies and underwriting standards at the business unit level. Additionally, CEA reviews and provides commentary on proposed changes to credit policies, practices and underwriting guidelines. CEA summarizes its significant findings on a regular basis and provides recommendations for corrective action when credit management or control deficiencies are identified.
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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. The allowance for credit losses is based on our quarterly assessments of the probable estimated losses inherent in the loan portfolio and unfunded credit commitments. Our methodology for measuring the appropriate level of the allowance relies on several key elements, which include the allowance for loans collectively evaluated for impairment, the allowance for loans individually evaluated for impairment, the unallocated allowance and the allowance for losses on unfunded credit commitments. We develop and document our allowance methodology at the portfolio segment level. Our loan portfolio consists of a commercial portfolio segment, a consumer portfolio segment and a purchased credit-impaired segment. Understanding our policies on the allowance for credit losses is fundamental to understanding our consolidated financial condition and consolidated results of operations.
For the commercial portfolio segment, the allowance for loans collectively evaluated for impairment is derived principally from the formulaic application of loss factors to outstanding loans and most unused commitments, in each case based on the internal risk rating of such loans, leases and commitments. Changes in risk ratings affect the amounts calculated under this formulaic computation. Loss factors are based on our historical loss experience and may be adjusted for significant qualitative considerations that, in management's judgment, affect the collectability of the portfolio as of the evaluation date. Those qualitative considerations are based upon management's evaluation of certain risks that may be identified from current conditions and developments within the portfolio that are not directly measured in the formulaic computation of loss factors. Loss factors for individually rated credits are derived from a loan migration application that tracks historical losses over an economic cycle, which we believe captures the inherent losses in our loan portfolio. While our assessments of these factors are reviewed quarterly with our senior credit officers and executive management, the actual impact from any of these conditions may differ significantly from the estimates used.
Our methodology includes several features that are intended to reduce the differences between estimated and actual losses. The loss migration application that is used to establish the loan loss factors for individually rated loans within the commercial portfolio segment is designed to be self-adjusting by taking into account our loss experience over prescribed periods. In addition, by basing the loan loss factors over a period reflective of an economic cycle, recent loss data, which may not be reflective of incurred losses inherent in the portfolio, will not have an undue influence on the derived loss factors described above.
For the consumer portfolio segment, loans are generally pooled by product type with similar risk characteristics. We estimate the allowance for loans collectively evaluated for impairment based on forecasted losses, which represent our best estimate of inherent loss. For the purchased credit-impaired segment, we charge the provision for credit losses, resulting in an increase to the allowance for loan losses when there is a probable decrease in cash flows expected to be collected.
In addition to the methodologies described above, the allowance for loans collectively evaluated for impairment also includes attributions for certain sectors within the commercial and consumer portfolio segments to account for probable losses that are currently not reflected in the derived loss factors or forecasted losses. Segment attributions are calculated based on migration scenarios for the commercial portfolio and specific attributes applicable to the consumer portfolio. Segment considerations are revised periodically as portfolio and credit environment conditions change.
A specific allowance is established for loans that we individually evaluate and determine to be impaired. We individually evaluate for impairment larger nonaccruing commercial and industrial, construction, and commercial mortgage loans. Residential mortgage and consumer loans are not individually evaluated for impairment unless they represent TDRs. The amount of the reserve is based on the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is collateral dependent if repayment of the loan is expected to be provided solely by the underlying collateral and there are no other reliable sources of repayment.
The unallocated allowance is composed of attributions that are intended to capture probable losses from adverse changes in credit migration and other inherent losses that are not currently reflected in the allowance
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for loan losses that are ascribed to our portfolio segments. These attributions may be ascribed to portfolio segments in future periods when the loss attributions become more evident.
For additional information on the allowance for credit losses, see the "Critical Accounting Estimates—Allowance for Credit Losses" section within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7. and Note 1 to our Consolidated Financial Statements included in this Form 10-K.
Allowance and Related Provision for Credit Losses
The allowance for loan losses was $639 million at December 31, 2016 compared with $723 million at December 31, 2015. Our ratio of allowance for loan losses to total loans held for investment was 0.82% as of December 31, 2016 and 0.91% as of December 31, 2015. The $158 million provision for loan losses during the year ended December 31, 2016 was largely due to losses in the commercial loan portfolio, primarily the PEP portfolio, resulting from the decline in oil and natural gas prices during 2015 and the first quarter of 2016. The PEP portfolio stabilized during the second half of 2016. The provision also included the impact of refinements made to the loss factors within the commercial portfolio in the fourth quarter of 2016. Net loans charged-off during 2016 totaled $244 million, substantially comprised of PEP loans, including $98 million of charge-offs related to the transfer of $560 million of PEP loans to held for sale. Net loans charged off to average total loans held for investment increased to 0.30% for the year ended December 31, 2016 compared with 0.03% for the year ended December 31, 2015.
The unallocated allowance for loan losses at December 31, 2016 decreased to zero from $20 million at December 31, 2015 due to precipitation in California bringing moderate relief to drought conditions.
Nonaccrual loans were $689 million at December 31, 2016 compared with $552 million at December 31, 2015. The increase in nonaccrual loans outstanding during 2016 was primarily driven by an increase in certain loans in the oil and gas portfolio during the year, partially offset by the transfer of PEP loans to held for sale. Our ratio of nonaccrual loans to total loans held for investment increased to 0.89% at December 31, 2016 from 0.70% at December 31, 2015. Our ratio of allowance for loan losses to nonaccrual loans decreased to 92.69% at December 31, 2016 from 130.86% at December 31, 2015. PEP criticized loans outstanding decreased to $1.0 billion at December 31, 2016 from $1.2 billion at December 31, 2015, reflecting the stabilization of the PEP portfolio, transfers of PEP loans to held for sale, charge-offs of certain PEP loans held for investment and paydowns and payoffs. For further discussion see Part I, Item 1A. "Risk Factors- Adverse economic factors affecting certain industries we serve could adversely affect our business" and Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Concentration of Risk" in this Form 10-K. Criticized credits are those that have regulatory risk ratings 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 rated as substandard or doubtful. Substandard credits have well-defined weaknesses, which, if not corrected, could jeopardize the full collection 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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The following table reflects the related allowance for loan losses allocated to a loan category at year- end for the indicated years and the percentage of the allocation to the year-end loan balance of that loan category, as set forth in the "Loans Held for Investment" table.
| December 31, | |||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||||||||||||||||||
| Commercial and industrial | $ | 436 | 1.72 | % | $ | 542 | 1.79 | % | $ | 351 | 1.25 | % | $ | 301 | 1.26 | % | $ | 302 | 1.43 | % | |||||||||||||||
| Commercial mortgage | 83 | 0.57 | 88 | 0.64 | 99 | 0.71 | 107 | 0.82 | 125 | 1.21 | |||||||||||||||||||||||||
| Construction | 15 | 0.66 | 14 | 0.59 | 9 | 0.50 | 6 | 0.63 | 6 | 0.91 | |||||||||||||||||||||||||
| Lease financing | 18 | 0.99 | 9 | 0.48 | 9 | 0.45 | 8 | 0.40 | 69 | 3.27 | |||||||||||||||||||||||||
| Total commercial portfolio | 552 | 1.25 | 653 | 1.35 | 468 | 1.02 | 422 | 1.17 | 502 | 1.25 | |||||||||||||||||||||||||
| Residential | 36 | 0.12 | 31 | 0.11 | 38 | 0.13 | 49 | 0.19 | 80 | 0.35 | |||||||||||||||||||||||||
| Home equity and other consumer loans | 47 | 1.35 | 18 | 0.56 | 11 | 0.35 | 20 | 0.62 | 44 | 1.18 | |||||||||||||||||||||||||
| Total consumer portfolio | 83 | 0.25 | 49 | 0.16 | 49 | 0.15 | 69 | 0.24 | 124 | 0.47 | |||||||||||||||||||||||||
| Total allocated allowance, excluding purchased credit-impaired loans | 635 | 0.82 | 702 | 0.89 | 517 | 0.66 | 491 | 0.78 | 626 | 0.91 | |||||||||||||||||||||||||
| Unallocated | — | 20 | 20 | 77 | 110 | ||||||||||||||||||||||||||||||
| Allowance for loan losses, excluding allowance on purchased credit-impaired loans | 635 | 0.82 | 722 | 0.91 | 537 | 0.69 | 568 | 0.83 | 736 | 1.22 | |||||||||||||||||||||||||
| Allowance for loan losses on purchased credit-impaired loans | 4 | 1.69 | 1 | 0.26 | 3 | 0.57 | 1 | 0.10 | 1 | 0.26 | |||||||||||||||||||||||||
| Total allowance for loan losses | $ | 639 | 0.82 | % | $ | 723 | 0.91 | % | $ | 540 | 0.69 | % | $ | 569 | 0.81 | % | $ | 737 | 1.20 | % | |||||||||||||||
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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.
| December 31, | ||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Allowance for loan losses, beginning of period | $ | 723 | $ | 540 | $ | 569 | $ | 737 | $ | 855 | ||||||||||
| (Reversal of) provision for loan losses | 158 | 213 | (14 | ) | (59 | ) | 13 | |||||||||||||
| Other | 2 | (2 | ) | (3 | ) | — | — | |||||||||||||
| Loans charged-off: | ||||||||||||||||||||
| Commercial and industrial | (146 | ) | (24 | ) | (34 | ) | (38 | ) | (62 | ) | ||||||||||
| Commercial and industrial - transfer to held for sale | (113 | ) | — | — | (75 | ) | — | |||||||||||||
| Commercial mortgage | — | (4 | ) | (4 | ) | (7 | ) | (15 | ) | |||||||||||
| Construction | — | — | — | (1 | ) | (11 | ) | |||||||||||||
| Total commercial portfolio | (259 | ) | (28 | ) | (38 | ) | (121 | ) | (88 | ) | ||||||||||
| Residential mortgage | 3 | (1 | ) | (3 | ) | (13 | ) | (49 | ) | |||||||||||
| Home equity and other consumer loans | (15 | ) | (7 | ) | (8 | ) | (17 | ) | (46 | ) | ||||||||||
| Total consumer portfolio | (12 | ) | (8 | ) | (11 | ) | (30 | ) | (95 | ) | ||||||||||
| Purchased credit-impaired loans | — | (12 | ) | (1 | ) | (3 | ) | (13 | ) | |||||||||||
| Total loans charged-off | (271 | ) | (48 | ) | (50 | ) | (154 | ) | (196 | ) | ||||||||||
| Recoveries of loans previously charged-off: | ||||||||||||||||||||
| Commercial and industrial | 20 | 16 | 27 | 21 | 25 | |||||||||||||||
| Commercial mortgage | 4 | 1 | 3 | 6 | 18 | |||||||||||||||
| Construction | — | — | 3 | 1 | 9 | |||||||||||||||
| Lease financing | — | — | — | 1 | 5 | |||||||||||||||
| Total commercial portfolio | 24 | 17 | 33 | 29 | 57 | |||||||||||||||
| Home equity and other consumer loans | 2 | 2 | 4 | 4 | 3 | |||||||||||||||
| Total consumer portfolio | 2 | 2 | 4 | 4 | 3 | |||||||||||||||
| Purchased credit-impaired loans | 1 | 1 | 1 | 12 | 5 | |||||||||||||||
| Total recoveries of loans previously charged-off | 27 | 20 | 38 | 45 | 65 | |||||||||||||||
| Net loans recovered (charged-off) | (244 | ) | (28 | ) | (12 | ) | (109 | ) | (131 | ) | ||||||||||
| Ending balance of allowance for loan losses | 639 | 723 | 540 | 569 | 737 | |||||||||||||||
| Allowance for losses on unfunded credit commitments | 162 | 165 | 152 | 134 | 117 | |||||||||||||||
| Total allowance for credit losses | $ | 801 | $ | 888 | $ | 692 | $ | 703 | $ | 854 | ||||||||||
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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 this Form 10-K.
The following table sets forth the components of nonperforming assets and TDRs:
| December 31, | ||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2013 | 2012 | |||||||||||||||
| Nonaccrual loans: | ||||||||||||||||||||
| Commercial and industrial | $ | 457 | $ | 284 | $ | 55 | $ | 44 | $ | 48 | ||||||||||
| Commercial mortgage | 31 | 37 | 40 | 51 | 65 | |||||||||||||||
| Total commercial portfolio | 488 | 321 | 95 | 95 | 113 | |||||||||||||||
| Residential mortgage | 171 | 190 | 231 | 286 | 306 | |||||||||||||||
| Home equity and other consumer loans | 26 | 35 | 40 | 46 | 56 | |||||||||||||||
| Total consumer portfolio | 197 | 225 | 271 | 332 | 362 | |||||||||||||||
| Total nonaccrual loans, before purchased credit-impaired loans | 685 | 546 | 366 | 427 | 475 | |||||||||||||||
| Purchased credit-impaired loans | 4 | 6 | 9 | 15 | 30 | |||||||||||||||
| Total nonaccrual loans | 689 | 552 | 375 | 442 | 505 | |||||||||||||||
| OREO | 3 | 21 | 36 | 57 | 111 | |||||||||||||||
| Total nonperforming assets | $ | 692 | $ | 573 | $ | 411 | $ | 499 | $ | 616 | ||||||||||
| Troubled debt restructurings: | ||||||||||||||||||||
| Accruing | $ | 215 | $ | 413 | $ | 283 | $ | 367 | $ | 401 | ||||||||||
| Nonaccruing (included in total nonaccrual loans above) | 384 | 409 | 184 | 225 | 209 | |||||||||||||||
| Total troubled debt restructurings | $ | 599 | $ | 822 | $ | 467 | $ | 592 | $ | 610 | ||||||||||
Total nonperforming assets as of December 31, 2016 were $692 million, or 0.47% of total assets, compared with $573 million, or 0.37% of total assets, at December 31, 2015. The increase in nonperforming assets of $119 million from December 31, 2015 to December 31, 2016 was driven primarily by a decline in customer credit quality within the oil and gas sector of our commercial portfolio, partially offset by improvements in credit quality within the consumer portfolio as a result of early payoffs, as well as the return of previously reported past due loans to current payment status.
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 reviewed for impairment 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, 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 PCI 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
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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.
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 December 31, 2016 and 2015. See Note 4 to our Consolidated Financial Statements in this Form 10-K for more information.
| As a percentage of Ending Loan Balances | ||||||||||||||
| December 31, | December 31, | |||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2016 | 2015 | ||||||||||
| Commercial and industrial | $ | 321 | $ | 499 | 1.27 | % | 1.65 | % | ||||||
| Commercial mortgage | 9 | 16 | 0.06 | 0.11 | ||||||||||
| Total commercial portfolio | 330 | 515 | 0.75 | 1.06 | ||||||||||
| Residential mortgage | 239 | 276 | 0.80 | 1.01 | ||||||||||
| Home equity and other consumer loans | 30 | 31 | 0.86 | 0.97 | ||||||||||
| Total consumer portfolio | 269 | 307 | 0.81 | 1.01 | ||||||||||
| Total restructured loans, excluding purchased credit-impaired loans | $ | 599 | $ | 822 | 0.77 | % | 1.04 | % | ||||||
Loans 90 Days or More Past Due and Still Accruing
Loans held for investment 90 days or more past due and still accruing totaled $10 million and $2 million at December 31, 2016 and 2015, respectively. These amounts exclude PCI loans, which are generally accounted for within loan pools, of $13 million and $16 million at December 31, 2016 and 2015, respectively. The past due status of individual loans included within PCI 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.
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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. Our commercial and industrial portfolio is comprised largely of the following industry sectors: finance and insurance, real estate and leasing, power and utilities, oil and gas, and manufacturing. No individual industry sector exceeded 10% of our total loans held for investment at either December 31, 2016 or December 31, 2015.
The Company's credit exposure within the oil and gas industry is substantially all within its commercial loan portfolio. To a much smaller extent, the Company also holds private equity investments issued by entities within the oil and gas industry. The following tables provide further information on the sectors within our oil and gas loan portfolio:
| December 31, 2016 | December 31, 2015 | |||||||||||
| Oil and Gas Portfolio Sectors | Percentage of Loan Commitments | Percentage of Loans Outstanding | Percentage of Loan Commitments | Percentage of Loans Outstanding | ||||||||
| Petroleum exploration and production | 63 | % | 65 | % | 78 | % | 81 | % | ||||
| Transportation | 14 | 11 | 11 | 14 | ||||||||
| Service | 8 | 9 | 2 | 3 | ||||||||
| Other | 15 | 15 | 9 | 2 | ||||||||
| December 31, 2016 | December 31, 2015 | |||||||||||||||||||||||
| (Dollars in millions) | Total | Criticized | Nonaccrual | Total | Criticized | Nonaccrual | ||||||||||||||||||
| Total Oil and Gas Portfolio | ||||||||||||||||||||||||
| Loan commitments | $ | 4,254 | $ | 1,754 | $ | 320 | $ | 7,351 | $ | 2,156 | $ | 175 | ||||||||||||
Loans outstanding(1) | 2,002 | 1,056 | 320 | 3,654 | 1,226 | 175 | ||||||||||||||||||
| Allowance for credit losses | 198 | 329 | ||||||||||||||||||||||
| Allowance for loan losses | 169 | 297 | ||||||||||||||||||||||
| Petroleum Exploration and Production Sector of Portfolio | ||||||||||||||||||||||||
| Loan commitments | $ | 2,661 | $ | 1,704 | $ | 320 | $ | 5,768 | $ | 2,156 | $ | 175 | ||||||||||||
Loans outstanding(1) | 1,291 | 1,027 | 320 | 2,943 | 1,226 | 175 | ||||||||||||||||||
| Allowance for credit losses | 184 | 319 | ||||||||||||||||||||||
| Allowance for loan losses | 159 | 291 | ||||||||||||||||||||||
| (1) | Excludes loans held for sale. Loans held for sale are accounted for at lower of aggregate cost or fair value, with valuation changes included as adjustments to noninterest income. |
As of December 31, 2016 and December 31, 2015, approximately 75% and 82%, respectively, of our PEP portfolio, which includes natural gas, was comprised of reserve-based commitments. Reserve-based lending typically consists of loans collateralized with oil and gas reserves. The Company periodically resets its forward-looking view of oil and natural gas prices used to calculate a borrower's reserve value as part of its assessment of the commitment amount.
As of December 31, 2016 and December 31, 2015, respectively, approximately 74% and 75% of our oil and gas commitments consisted of Shared National Credits, which are loans or commitments with a total size of $20 million or more that are shared among three or more unaffiliated banks. We were the lead agent for 32% and 27% of these commitments as of December 31, 2016 and December 31, 2015, respectively. Second lien and junior commitments were de minimis at December 31, 2016.
The allowance for loan losses for the oil and gas sector is primarily comprised of formulaic and specific reserves based on internal ratings. Charge-offs within the oil and gas portfolio were $225 million for the year ended December 31, 2016 and de minimis for the year ended December 31, 2015. The Company manages risk
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on this portfolio by proactively risk rating and downgrading loans based on revised cash flow expectations and collateral assessments.
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 December 31, 2016, 52% of the Company’s construction loan portfolio was concentrated in California, 13% to borrowers in New York and 5% to borrowers in Colorado. The commercial mortgage loan portfolio consists of loans secured by commercial income properties. At December 31, 2016, 61% of the Company’s commercial mortgage loans were made to borrowers located in California, 8% to borrowers in New York, and 7% to borrowers in Washington.
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 December 31, 2016, payment terms on 40% of our residential mortgage loans require a monthly payment that covers the full amount of interest due, but do not reduce the principal balance. At origination, these interest-only loans had strong credit profiles and had weighted average LTV ratios of approximately 65%. The remainder of the portfolio consisted of regularly amortizing loans.
Home equity and other consumer loans are originated principally through our branch network and Private Banking offices. Approximately 32% of these home equity loans and lines were supported by first liens on residential properties at both December 31, 2016 and December 31, 2015, respectively. To manage risk associated with lending commitments, we review all equity-secured lines annually for creditworthiness and may reduce or freeze limits, to the extent permitted by laws and regulations. See Note 4 to our consolidated financial statements included in this Form 10-K for additional information on refreshed FICO scores and refreshed LTV ratios for our residential mortgage loans at December 31, 2016.
As of December 31, 2016, our sovereign and non-sovereign debt exposure to European countries was not material.
Interest Foregone
If interest that was due on the recorded balances of all nonaccrual and restructured loans (including loans that were, but are no longer, on nonaccrual) had been accrued under their original terms, we would have recognized an additional $30 million of interest income in 2016. For loans that were on nonaccrual status during 2016 and accounted for as cash basis nonaccrual loans, we recognized interest income of $20 million.
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. Interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading and for trading. Other than trading interest rate risk arises from loans, securities, deposits, borrowings, securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrow and loan transactions, and derivative instruments. Trading interest rate risk primarily arises from trading activities at MUAH's broker-dealer subsidiary, MUSA, and derivative contracts MUB enters into as a financial intermediary for customers.
Market Risk Governance
The MRM Policy, adopted by the Risk Committee of the Board of Directors, governs the Company’s management and oversight of market risk. The MRM Policy establishes the Company’s risk tolerance by outlining standards for measuring market risk, creates Board-level limits for specific market risks, and establishes MRMC responsibilities and oversight of market risk activities.
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ARC, composed of selected senior officers of the Company, supports the MRM Policy setting process by striving to ensure that the Company has an effective process to identify, monitor, measure and manage market risk as required by the MRM Policy. ARC provides broad and strategic guidance for market risk management by defining the risk and return direction for the Company. MRMC approves the trading policies that govern the Company’s activities. ALCO is responsible for the approval of specific interest rate risk management programs, including those related to interest rate hedging, investment securities and wholesale funding of MUAH, along with approval of capital policies.
The Treasurer is primarily responsible for the implementation of interest rate risk management strategies approved by ALCO and for operational management of market risk, as defined above, through funding, investment and derivatives hedging activities. The MRM unit is responsible for monitoring market risk and functions independently of all operating and management units and subsidiaries.
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.
Interest Rate Risk Management
ALCO monitors interest rate risk from ALM activities 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 sensitivity analysis typically involves a simulation in which we estimate the net interest income impact of gradual parallel shifts in the yield curve of up 200 basis points and down 100 basis points over a 12-month horizon using a forecasted balance sheet.
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) | December 31, 2016 | ||||
| Effect on net interest income: | |||||
| Increase 200 basis points | $ | 18.5 | |||
| as a percentage of base case net interest income | 0.61 | % | |||
| Decrease 100 basis points | $ | (19.1 | ) | ||
| as a percentage of base case net interest income | (0.63 | )% | |||
An increase in rates increases net interest income. During 2016, the Company’s asset sensitive profile decreased due to changes in balance sheet composition and forecasted balance sheet activity over the next twelve months, reflecting, in part, the inclusion of the transferred IHC entities in our interest rate sensitivity simulation beginning in the third quarter of 2016, as well as the impact of recent rate increases on certain components of the balance sheet. 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. Model performance may be adversely affected by rapid changes in interest rates, home prices and the credit environment. 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 2008 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 unexpected 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 December 31, 2016 and 2015, our ALM securities portfolio fair values were $22.7 billion and $22.9 billion, respectively. Our ALM securities portfolio is comprised of RMBS, Cash Flow CLOs, CMBS, U.S. Treasury
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securities and government-sponsored agency securities. The portfolio had an expected weighted average life of 4.6 years at December 31, 2016. At December 31, 2016, approximately $3.5 billion of the portfolio was pledged to secure trust and public deposits and for other purposes as required or permitted by law. During 2016, we purchased $9.0 billion and sold $4.8 billion of securities, as part of our investment portfolio strategy, while $4.2 billion of ALM securities matured, were paid down, or were called.
Based on current prepayment projections, the estimated ALM securities portfolio’s effective duration was 4.0 years at December 31, 2016, compared with 3.4 years at December 31, 2015. Effective duration is a measure of price sensitivity of a bond portfolio to immediate parallel shifts in interest rates. An effective duration of 4.0 years suggests an expected price decrease of approximately 4.0% for an immediate 1.0% parallel increase in interest rates.
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 Regional Bank and U.S. Wholesale Banking operating segments. 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, 2015, the notional amount of the ALM derivatives portfolio decreased by $0.3 billion as we added $4.5 billion and terminated $4.8 billion total receive fixed interest rate swap contracts to hedge floating rate commercial loans and short-term borrowings. The gross positive fair value of ALM derivatives decreased during 2016 primarily as a result of changes in interest rate swap rates.
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 13 to our Consolidated Financial Statements in this Form 10-K.
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | Increase (Decrease) | |||||||||
| Total gross notional amount of ALM and other risk management derivatives | ||||||||||||
| ALM derivatives: | ||||||||||||
| Interest rate swap receive fixed contracts | $ | 15,959 | $ | 16,291 | $ | (332 | ) | |||||
| Total ALM derivatives | 15,959 | 16,291 | (332 | ) | ||||||||
| Other risk management derivatives | 1,045 | 2,107 | (1,062 | ) | ||||||||
| Total ALM and other risk management derivatives | $ | 17,004 | $ | 18,398 | $ | (1,394 | ) | |||||
| Fair value of ALM and other risk management derivatives | ||||||||||||
| ALM derivatives: | ||||||||||||
| Gross positive fair value | $ | 22 | $ | 75 | $ | (53 | ) | |||||
| Gross negative fair value | 199 | 16 | 183 | |||||||||
| Positive (negative) fair value of ALM derivatives, net | (177 | ) | 59 | (236 | ) | |||||||
| Other risk management derivatives: | ||||||||||||
| Gross positive fair value | 3 | 14 | (11 | ) | ||||||||
| Gross negative fair value | 90 | 2 | 88 | |||||||||
| Positive (negative) fair value of other risk management derivatives, net | (87 | ) | 12 | (99 | ) | |||||||
| Positive (negative) fair value of ALM and other risk management derivatives, net | $ | (264 | ) | $ | 71 | $ | (335 | ) | ||||
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Trading Activities
Trading activities consist primarily of activities at MUAH's broker-dealer subsidiary, MUSA, and derivative contracts MUB enters into as a financial intermediary for customers. MUSA transacts as principal and agent for a variety of securities and exchange traded derivatives. By acting as a financial intermediary, MUB is able to provide our customers with access to a range of products from the securities, foreign exchange and derivatives markets. We generally take offsetting positions in these transactions to mitigate our exposure to market risk.
Consistent with our business strategy of focusing on the provision of capital markets services and products to customers utilizing customer relationships of the Company and its affiliates, we manage our trading risk exposures at levels adequate to support these activities. The Company monitors market risk from trading activities by utilizing 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 $38 million established by Board policy for total trading positions. The VaR model incorporates assumptions on key parameters, including holding period and historical volatility.
The following table sets forth the average, high and low 10-day, 99% confidence level VaR for our trading activities for the six months ended December 31, 2016. The transferred IHC entities were included in our VaR calculations beginning in the third quarter of 2016.
| (Dollars in millions) | December 31, 2016 | |||
| Average VaR | $ | 7.9 | ||
| High VaR | 10.7 | |||
| Low VaR | 6.2 | |||
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. Similarly, we continue to generate most of our securities trading income from customer-related transactions.
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The following table provides the fair value of our trading account portfolio as of December 31, 2016 and 2015 and the change in fair value between December 31, 2016 and 2015.
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | Increase (Decrease) | |||||||||
| Fair value of trading account assets: | ||||||||||||
| U.S. Treasury securities | $ | 1,730 | $ | 1,429 | $ | 301 | ||||||
| Corporate bonds | 841 | 828 | 13 | |||||||||
| Mortgage-backed securities | 5,221 | — | 5,221 | |||||||||
| Derivatives (including netting adjustment) | 851 | 916 | (65 | ) | ||||||||
| Other | 299 | 561 | (262 | ) | ||||||||
| Trading account assets | $ | 8,942 | $ | 3,734 | $ | 5,208 | ||||||
| Fair value of trading account liabilities: | ||||||||||||
| U.S. Treasury securities | $ | 1,973 | $ | 2,469 | $ | (496 | ) | |||||
| Corporate bonds | 298 | 412 | (114 | ) | ||||||||
| Derivatives (including netting adjustment) | 576 | 773 | (197 | ) | ||||||||
| Other | 58 | 58 | — | |||||||||
| Trading account liabilities | $ | 2,905 | $ | 3,712 | $ | (807 | ) | |||||
| Additional trading account derivative detail: | ||||||||||||
| Total gross notional amount of positions held for trading purposes: | ||||||||||||
| Interest rate contracts | $ | 149,229 | $ | 100,991 | $ | 48,238 | ||||||
| Commodity contracts | 2,825 | 3,775 | (950 | ) | ||||||||
| Foreign exchange contracts | 5,981 | 5,043 | 938 | |||||||||
| Equity contracts | 2,385 | 3,351 | (966 | ) | ||||||||
| Other contracts | 4 | 37 | (33 | ) | ||||||||
| Total | $ | 160,424 | $ | 113,197 | $ | 47,227 | ||||||
| Fair value of positions held for trading purposes: | ||||||||||||
| Gross positive fair value | $ | 1,601 | $ | 1,750 | $ | (149 | ) | |||||
| Gross negative fair value | 1,395 | 1,632 | (237 | ) | ||||||||
| Positive fair value of positions, net | $ | 206 | $ | 118 | $ | 88 | ||||||
Notional amounts at December 31, 2016 included $0.9 billion, $0.7 billion and $2.3 billion of foreign exchange, commodity and equity contracts, respectively, representing our exposure to the embedded bifurcated derivatives and the related hedges contained in our market-linked CDs.
Liquidity Risk Management
Liquidity risk is the risk that an institution'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 an institution to meet obligations in both stable and adverse conditions.
The management of liquidity risk is governed by MUAH ALM and Liquidity Risk Management Policies. The MUAH ALM Policy is under the oversight of ALCO, which oversees first line liquidity risk management activities conducted by Treasury, and the Audit & Finance Committee of the Board. Treasury formulates the funding, liquidity and contingency planning strategies for the Company, the Bank and MUSA, and is responsible for identifying, managing and reporting on liquidity risk. The Liquidity Risk Management Policies for the Company, the Bank and MUSA are under the oversight of the ARC and the Risk Committee of the Board. MRM conducts independent oversight and governance of liquidity risk management activities to establish sound policies and effective risk and independent monitoring controls. We are also subject to a Contingency Funding Plan framework that identifies actions to be taken to help ensure adequate liquidity if an event should occur that disrupts or adversely affects the normal funding activities of the Company, the Bank or MUSA.
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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. Although we make an effort to diversify our sources of liquidity, as discussed below, we will be required to maintain a minimum amount of TLAC-eligible debt due to BTMU beginning January 1, 2019. Various tools are used to measure and monitor liquidity, including forecasting of the sources and uses of cash flows over multiple time horizons and stress testing of the forecasts under various scenarios. Stress testing, which incorporates both institution-specific, and systemic market scenarios, as well as a combination scenario that adversely affects the Company's liquidity position and profile, facilitates the identification of appropriate remedial measures to help ensure that the Company maintains adequate liquidity in adverse conditions. Such measures may include extending the maturity profile of liabilities, optimizing liability levels through pricing strategies, adding new funding sources, altering dependency on certain funding sources, adjusting asset growth and financing or selling assets.
We maintain a substantial level of total available liquidity in the form of on-balance sheet and off-balance sheet funding sources. These include cash at the Federal Reserve, unencumbered liquid securities, and capacity to borrow on a secured basis at the FHLB of San Francisco and the Federal Reserve Bank’s Discount Window. Total unpledged securities decreased by $1.1 billion to $19.2 billion at December 31, 2016 from $20.3 billion at December 31, 2015. As of December 31, 2016, the Bank had $0.7 billion of short-term borrowings outstanding with the FHLB of San Francisco, and the Bank had a remaining combined unused borrowing capacity from the FHLB of San Francisco and the Federal Reserve Bank of $29.7 billion.
Our primary funding sources are core customer deposits, secured FHLB advances, and unsecured short-term and long-term debt. Core deposits, which exclude brokered deposits, foreign time deposits, domestic time deposits greater than $250,000, and certain other deposits not considered to be core customer relationships, provide us with a sizable source of relatively stable and low-cost funds. At December 31, 2016, our core deposits totaled $80.5 billion and our total loan-to-total core deposit ratio was 96.4% Total deposits were up $2.6 billion from $84.3 billion at December 31, 2015 to $86.9 billion at December 31, 2016.
The Bank maintains a $12.0 billion unsecured bank note program. Available funding under the bank note program was $5.9 billion at December 31, 2016. We do not have any firm commitments in place to sell additional notes under this program.
In addition to managing liquidity risk on a consolidated basis and at each of the major subsidiaries (the Bank and MUSA), we assess and monitor liquidity at the parent company (MUAH) and the other non-bank subsidiaries. The parent company maintains sufficient liquidity to meet expected obligations, without access to the wholesale funding markets or dividends from subsidiaries, for at least 20 months. As of December 31, 2016, the parent company’s liquidity exceeded 20 months.
MUAH issues debt securities through a $3.6 billion shelf registration statement with the SEC. In February 2015, MUAH issued an aggregate of $2.2 billion of senior notes from the shelf registration statement. As of December 31, 2016, $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 also borrows, on a long-term basis, from BTMU. At December 31, 2016, MUAH’s total debt outstanding to BTMU totaled $845 million. This compares to $300 million on December 31, 2015. MUAH maintains a $500 million, three-year unsecured committed line of credit from BTMU, which is available for contingent liquidity purposes. At December 31, 2016 and December 31, 2015, this line of credit was undrawn.
MUAH’s subsidiaries also may borrow on a long-term basis from BTMU and affiliates. In total, as of December 31, 2016, the Company had total long-term debt issued to BTMU and affiliates of $6.0 billion including $935 million of subordinated debt with a capital component.
In December 2016, the Federal Reserve finalized rules imposing new TLAC requirements on GSIBs with operations in the U.S., such as MUFG. The final rule includes an Internal TLAC requirement which sets a minimum amount of loss-absorbing instruments, which must be issued by the Company to MUFG or BTMU (or another wholly-owned non-U.S. subsidiary of MUFG) due to MUFG's single point of entry resolution approach. These loss absorbing instruments are comprised of Tier 1 regulatory capital and long-term debt. TLAC Tier 1 regulatory capital is designed to absorb ongoing losses, while the conversion of TLAC-eligible long-term debt
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into common equity of the Company is designed to recapitalize the Company prior to any bankruptcy or insolvency proceedings. The Company will be required to comply with these new rules by January 1, 2019. The Company expects to restructure existing debt issued to BTMU and replace a portion of its externally-placed debt with the issuance of internal TLAC-eligible debt issued to BTMU or MUFG in order to comply with the new rules. See "Supervision and Regulation—Dodd-Frank Act and Related Regulations" in Part I, Item 1. of this Form 10-K.
The Company’s total wholesale funding included $10.8 billion of long term debt (excluding nonrecourse debt) and $2.4 billion of short-term debt at December 31, 2016. For additional information regarding our outstanding debt, refer to Note 10 and Note 11 to our Consolidated Financial Statements included in this Form 10-K. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity in adverse circumstances.
Our costs and ability to raise funds in the capital markets are influenced by our credit ratings. The following table provides our credit ratings as of December 31, 2016:
| MUFG Union Bank, N.A. | MUFG Securities Americas Inc. | MUFG Americas Holdings Corporation | |||||||
| Deposits | Senior Debt | Senior Debt | Senior Debt | ||||||
| Standard & Poor's | Long-term | — | A+ | A+ | A | ||||
| Short-term | — | A-1 | A-1 | A-1 | |||||
| Moody's | Long-term | Aa2 | A2 | — | A3 | ||||
| Short-term | P-1 | P-1 | — | — | |||||
| Fitch | Long-term | A+ | A | A | A | ||||
| Short-term | F1 | F1 | F1 | F1 | |||||
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 this Form 10-K.
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). The phase-in period began on January 1, 2016, with full compliance required by January 1, 2017. The Company is in compliance with the LCR requirements.
For information regarding this rule, see "Supervision and Regulation—Regulatory Capital and Liquidity Standards—Liquidity Coverage Ratio" in Part I, Item 1. of this Form 10-K and "The effects of changes or increases in, or supervisory enforcement of, banking, securities or other laws and regulations or governmental fiscal or monetary policies could adversely affect us" in Part I, Item 1A. "Risk Factors" of this Form 10-K.
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 reputation 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 a wide array of operational risks, including, but not limited to, cyber-security risks" in Part I, Item 1A. "Risk Factors" of this Form 10-K. Operational risk is mitigated through a system of internal controls that are designed to keep these risks at appropriate levels.
The Operational Risk Management Policies and Procedures establish the core governing principles for operational risk management and provide the framework to identify, assess, measure, manage, monitor, and report on operational risks in a consistent manner across the enterprise. Our operational risk management
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framework was designed to meet the requirements for Basel III qualification under the AMA as defined by regulation.
The Company has established an independent ORMD under the CRO. ORMD calculates economic capital using the AMA, which is then allocated to the business units using a methodology approved by the Capital Management Committee and reviewed annually. The operational risk framework and capital allocation process provide incentives for the business lines to better manage their operational risk. ORMD and the operational risk management framework are overseen by the Operational Risk Management Committee.
Operational risk is managed through a combination of first and second line of defense functions. The first line of defense is comprised of business line management supported by Business Unit Risk Managers. ORMD provides oversight, guidance, tools and support to the business units in assessing and monitoring their operational risk, as well as validation and effective challenge of their operational risk assessments. Specifically, ORMD evaluates and challenges the risk and control self-assessments prepared by the business units and assures their operational risk profiles are within established guidelines and tolerances. ORMD is supported for specific categories of operational risk by second line of defense subject matter experts. In addition, ORMD monitors business units to ensure mitigating activities are identified where needed and appropriately addressed.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations and Commitments
Off-balance sheet arrangements are any contractual arrangement to which an unconsolidated entity is a party, under which we have: (1) any obligation under a guarantee contract; (2) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets; (3) any obligation under certain derivative instruments; or (4) any obligation under a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.
Our most significant off-balance sheet arrangements are limited to obligations under guarantee contracts such as financial and performance standby letters of credit for our credit customers, commercial letters of credit, unfunded commitments to lend, commitments to sell mortgage loans and commitments to fund investments in various CRA related investments and venture capital investments. To a lesser extent, we enter into contractual guarantees of agented sales of low income housing tax credit investments that require us to perform under those guarantees if there are breaches of performance of the underlying income-producing properties. As part of our leasing activities, we may be lessor to special purpose entities to which we provide financing for renewable energy and large equipment leasing projects. We do not have any off-balance sheet arrangements in which we have any retained or contingent interest (as we do not transfer or sell our assets to entities in which we have a continuing involvement). For more information, see Note 21 to our Consolidated Financial Statements included in this Form 10-K.
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The following table presents, as of December 31, 2016, our significant and determinable contractual obligations by payment date, except for obligations under our pension and post-retirement plans, which are included in Note 16 to our Consolidated Financial Statements included in this Form 10-K.
| December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | One Year or Less | Over One Year through Three Years | Over Three Years through Five Years | Over Five Years | Total | |||||||||||||||
| Time deposits | $ | 3,730 | $ | 1,630 | $ | 319 | $ | 2 | $ | 5,681 | ||||||||||
| Long-term debt | 1,009 | 6,260 | 1,937 | 2,175 | 11,381 | |||||||||||||||
Contractual interest payments(1) | 231 | 287 | 165 | 123 | 806 | |||||||||||||||
| Operating leases (premises) | 163 | 267 | 195 | 386 | 1,011 | |||||||||||||||
| Purchase obligations | 111 | 95 | 20 | — | 226 | |||||||||||||||
| Total debt and operating leases | $ | 5,244 | $ | 8,539 | $ | 2,636 | $ | 2,686 | $ | 19,105 | ||||||||||
| (1) | Includes accrued interest and future contractual interest obligations. Interest on foreign denominated time deposits were converted to USD based on the December 31, 2016 spot rate. Floating rate debts are assumed to have the same rates as of December 31, 2016. |
The payment amounts in the above table represent those amounts contractually due to the recipient and do not include any unamortized premiums or discounts, hedge basis adjustments or other similar carrying amount adjustments. Contractual obligations presented exclude unrecognized tax positions, as the timing and amount of future cash payments are not determinable at this time.
Purchase obligations include any legally binding contractual obligations that require us to spend more than $1 million annually under the contract. Payments are shown through the date of contract termination. Purchase obligations in the table above include purchases of hardware, software licenses and printing. For information regarding our sources of liquidity to meet these obligations, see "Liquidity Risk" in the preceding section.
We enter into derivative contracts, which create contractual obligations, primarily as a financial intermediary for customers. All derivative instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value. Fair values of derivative assets and liabilities and their notional amounts are not included in the table above as they generally do not represent the amounts that would be paid upon settlement of these amounts. For additional discussion of derivative instruments, see "Quantitative and Qualitative Disclosures About Market Risk" in Part II, Item 7A. and Note 13 to our Consolidated Financial Statements included in this Form 10-K.
Business Segments
We have five reportable segments: Regional Bank, U.S. Wholesale Banking, Transaction Banking, Investment Banking & Markets and MUFG Securities Americas Inc. For a more detailed description of these reportable segments, refer to Note 23 to our consolidated financial statements included in this Form 10-K. In January 2017, the management of MUFG Americas announced a realignment of its business model in the Americas, which includes MUAH. The realignment consolidates the customer base of the Investment Banking and Markets segment, including its products and services, into the activities performed within various other operating segments. The Company will evaluate this change as part of its evaluation of business segments during the first quarter of 2017.
Unlike U.S. Generally Accepted Accounting Principles (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. Beginning with the second quarter of 2016, the Company revised its methodology for allocating certain indirect costs to the segments. Beginning with the third quarter of
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2016, the Company revised its funds transfer pricing methodology related to certain deposits. Prior period results have been updated to reflect these changes in methodology. Certain of the transferred IHC entities are not measured using a "market view" perspective. For a description of these methodologies, see Note 23 to our Consolidated Financial Statements included in this Form 10-K.
Regional Bank
The Regional Bank offers a wide range of financial products and services to individuals and businesses on the West Coast. Capabilities are delivered through a network of retail and private banking offices, digital channels, relationship managers, call centers and ATMs.
Consumers have access to checking and deposit accounts, residential mortgage loans, consumer loans, home equity lines of credit, credit cards, bill and loan payment services, and merchant services.
Commercial clients with up to $500 million in annual revenue have access to commercial and asset-based loans, and professional real estate developers are offered financing solutions for existing properties and construction projects. Through partnerships with other areas of the bank, these clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange and interest rate risk and commodity risk management products and services.
The Wealth Markets Division serves corporate, institutional, non-profit and individual clients. Products and services include wealth planning, trust and estate services, investment and asset management, and brokerage.
The following table sets forth the results for the Regional Bank segment:
Regional Bank | |||||||||||||||||||
| For the Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | 1,923 | $ | 1,896 | $ | 2,057 | $ | 27 | 1 | % | |||||||||
| Noninterest income | 469 | 451 | 431 | 18 | 4 | ||||||||||||||
| Total revenue | 2,392 | 2,347 | 2,488 | 45 | 2 | ||||||||||||||
| Noninterest expense | 1,750 | 1,839 | 1,714 | (89 | ) | (5 | ) | ||||||||||||
| (Reversal of) provision for credit losses | 30 | 13 | — | 17 | 131 | ||||||||||||||
| Income before income taxes and including noncontrolling interests | 612 | 495 | 774 | 117 | 24 | ||||||||||||||
| Income tax expense | 172 | 123 | 242 | 49 | 40 | ||||||||||||||
| Net income attributable to MUAH | $ | 440 | $ | 372 | $ | 532 | $ | 68 | 18 | % | |||||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | 58,285 | $ | 56,767 | $ | 54,757 | $ | 1,518 | 3 | % | |||||||||
| Total assets | 62,633 | 61,375 | 59,250 | 1,258 | 2 | ||||||||||||||
| Total deposits | 52,455 | 50,810 | 49,927 | 1,645 | 3 | ||||||||||||||
Net interest income increased slightly in 2016 as the impact of higher average loan and deposit balances were partially offset by declining loan yields. Noninterest income increased in 2016 due to an increase in trading account activities. Noninterest expense decreased during 2016 due to a reduction in allocated costs, the impact of expense reduction measures which reduced headcount, and a contract termination fee during the second quarter of 2015. These decreases were partially offset by increases in FDIC insurance costs and expenses for regulatory compliance efforts.
The provision for credit losses in 2016 reflects the impact of losses recorded in the commercial loan portfolio and the inclusion of the retail credit card portfolio that MUAH purchased in the third quarter of 2016. The 2016 provision also includes the impact of refinements to the loss factors within the commercial loan portfolio.
2015 net interest income decreased compared with 2014 due to a decrease in income on PCI loans and lower loan yields. These decreases were partially offset by higher average loan balances due to growth in
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commercial and industrial, commercial mortgage and residential mortgage loan balances. Noninterest expense increased during 2015 due largely to an increase in allocated costs.
U.S. Wholesale Banking
U.S. Wholesale Banking provides commercial lending products, including commercial loans, lines of credit and project financing, to corporate customers with revenues generally greater than $500 million. 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 and Nonprofit, Public Finance, and Financial Institutions (predominantly Insurance and Asset Managers). By working with the Company's other segments, U.S. Wholesale Banking offers its customers a range of noncredit services, which include global treasury management, capital market solutions, and various foreign exchange, interest rate risk and commodity risk management products.
The following table sets forth the results for the U.S. Wholesale Banking segment:
U.S. Wholesale Banking | |||||||||||||||||||
| For the Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | 417 | $ | 418 | $ | 368 | $ | (1 | ) | — | % | ||||||||
| Noninterest income | 285 | 135 | 186 | 150 | 111 | ||||||||||||||
| Total revenue | 702 | 553 | 554 | 149 | 27 | ||||||||||||||
| Noninterest expense | 199 | 211 | 180 | (12 | ) | (6 | ) | ||||||||||||
| (Reversal of) provision for credit losses | 50 | 206 | (18 | ) | (156 | ) | (76 | ) | |||||||||||
| Income before income taxes and including noncontrolling interests | 453 | 136 | 392 | 317 | 233 | ||||||||||||||
| Income tax expense | 178 | 54 | 154 | 124 | 230 | ||||||||||||||
| Net income attributable to MUAH | $ | 275 | $ | 82 | $ | 238 | $ | 193 | 235 | % | |||||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | 12,969 | $ | 12,807 | $ | 10,668 | $ | 162 | 1 | % | |||||||||
| Total assets | 14,390 | 13,983 | 11,894 | 407 | 3 | ||||||||||||||
| Total deposits | 8,938 | 8,738 | 7,629 | 200 | 2 | ||||||||||||||
Net interest income was flat in 2016 compared with 2015 as average loan and deposit balances did not change significantly during the year and declining yields in certain segments of the loan portfolio were offset by a higher funds transfer pricing credit on deposit balances. Noninterest income was higher due largely to increases in trading account activities and transaction referral fees earned from a related party. Noninterest expense decreased due to lower salaries and employee benefits expense resulting from lower headcount. The provision for credit losses in 2016 was due to increased reserves for the oil and gas portfolio during the first half of the year, which stabilized during the second half of 2016. The 2016 provision also includes the impact of refinements to the loss factors within the commercial loan portfolio.
Net interest income was higher during 2015 compared with 2014 due to higher average loan balances and a higher funds transfer pricing credit from higher average deposit balances. Noninterest income was lower due to decreases in syndication fees and credit facility fees. The increased provision for credit losses in 2015 was primarily due to increased reserves within the oil and gas portfolio.
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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. 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 Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | 486 | $ | 441 | $ | 423 | $ | 45 | 10 | % | |||||||||
| Noninterest income | 167 | 169 | 158 | (2 | ) | (1 | ) | ||||||||||||
| Total revenue | 653 | 610 | 581 | 43 | 7 | ||||||||||||||
| Noninterest expense | 461 | 437 | 381 | 24 | 5 | ||||||||||||||
| (Reversal of) provision for credit losses | — | 1 | (3 | ) | (1 | ) | (100 | ) | |||||||||||
| Income before income taxes and including noncontrolling interests | 192 | 172 | 203 | 20 | 12 | ||||||||||||||
| Income tax expense | 75 | 67 | 79 | 8 | 12 | ||||||||||||||
| Net income attributable to MUAH | $ | 117 | $ | 105 | $ | 124 | $ | 12 | 11 | % | |||||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | 53 | $ | 55 | $ | 126 | $ | (2 | ) | (4 | )% | ||||||||
| Total assets | 1,907 | 1,815 | 1,636 | 92 | 5 | ||||||||||||||
| Total deposits | 37,130 | 36,009 | 33,759 | 1,121 | 3 | ||||||||||||||
Transaction Banking earns revenue primarily from a net interest income funds transfer pricing credit on deposit liabilities, as well as service charges on deposit accounts and trust management fees. The increase in net interest income during 2016 was driven by higher average deposit balances and an increase in the funds transfer pricing credit rate. The increase in noninterest expense during 2016 included the impact of an increase in FDIC insurance costs, fixed asset impairments and customer product development activities.
For the year ended December 31, 2015, net interest income increased as a result of a higher funds transfer pricing credit on Transaction Banking’s deposit liabilities due to larger average 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, commercial finance, funds 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 Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | 213 | $ | 249 | $ | 250 | $ | (36 | ) | (14 | )% | ||||||||
| Noninterest income | 349 | 294 | 461 | 55 | 19 | ||||||||||||||
| Total revenue | 562 | 543 | 711 | 19 | 3 | ||||||||||||||
| Noninterest expense | 223 | 243 | 390 | (20 | ) | (8 | ) | ||||||||||||
| (Reversal of) provision for credit losses | 53 | (22 | ) | 43 | 75 | 341 | |||||||||||||
| Income before income taxes and including noncontrolling interests | 286 | 322 | 278 | (36 | ) | (11 | ) | ||||||||||||
| Income tax expense | 22 | 59 | 66 | (37 | ) | (63 | ) | ||||||||||||
| Deduct: net loss from noncontrolling interests | 1 | — | — | 1 | 100 | ||||||||||||||
| Net income attributable to MUAH | $ | 265 | $ | 263 | $ | 212 | $ | 2 | 1 | % | |||||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | 10,124 | $ | 10,305 | $ | 9,505 | $ | (181 | ) | (2 | )% | ||||||||
| Total assets | 14,284 | 13,899 | 14,281 | 385 | 3 | ||||||||||||||
| Total deposits | 685 | 784 | 971 | (99 | ) | (13 | ) | ||||||||||||
The decrease in net interest income was due to lower loan yields in 2016. Noninterest income increased during 2016 due to increases in trading account activities and transaction referral fees earned from a related party. Noninterest expense was lower in 2016 primarily due to lower salaries and benefits expense resulting from lower headcount. The provision for credit losses for 2016 was due to the deterioration in credit quality of certain customers affected by low energy prices.
Net interest income declined in 2015 compared with 2014 due to a decline in loan yields, which more than offset the increase in average loan balances. Noninterest income was lower in 2015 due to a decline in syndication fees, lower trading account activities, and losses on equity investments. The reversal of provision for credit losses during 2015 resulted from a net overall improvement in customer credit quality and paydowns of certain exposures.
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MUFG Securities Americas Inc.
MUSA is MUAH's broker-dealer subsidiary which engages in capital markets origination transactions, private placements, collateralized financings, securities borrowing and lending transactions, and domestic and foreign debt and equity securities transactions.
The following table sets forth the results for the MUSA segment:
MUSA | |||||||||||||||||||
| For the Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | 164 | $ | 72 | $ | 55 | $ | 92 | 128 | % | |||||||||
| Noninterest income | 302 | 300 | 255 | 2 | 1 | ||||||||||||||
| Total revenue | 466 | 372 | 310 | 94 | 25 | ||||||||||||||
| Noninterest expense | 362 | 315 | 266 | 47 | 15 | ||||||||||||||
| (Reversal of) provision for credit losses | — | — | — | — | — | ||||||||||||||
| Income before income taxes and including noncontrolling interests | 104 | 57 | 44 | 47 | 82 | ||||||||||||||
| Income tax expense | 42 | 22 | 17 | 20 | 91 | ||||||||||||||
| Net income attributable to MUAH | $ | 62 | $ | 35 | $ | 27 | $ | 27 | 77 | % | |||||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | — | $ | — | $ | — | $ | — | — | % | |||||||||
| Total assets | 31,518 | 35,702 | 34,348 | (4,184 | ) | (12 | ) | ||||||||||||
| Total deposits | — | — | — | — | — | ||||||||||||||
Net interest income increased in 2016 due to higher yields on securities borrowed and purchased under resale agreements and higher balances and yields on trading account assets. Noninterest expense increased due to increases in salaries and employee benefits expense resulting from increased headcount and affiliate revenue sharing expense.
Net interest income increased during 2015 compared with 2014 due to higher yields on securities borrowed and purchased under resale agreements. Noninterest income was higher due to increases in income from capital markets transactions, included within investment banking fees, and trading account activities. Noninterest expense increased due to increases in salaries and employee benefits expense resulting from increased headcount.
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Other
"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 or other Asian countries; Corporate Treasury, which is responsible for ALM, wholesale funding, and the ALM investment securities and derivatives hedging portfolios; and certain corporate activities of the Company.
In addition, "Other" includes the elimination of duplicative results from the internal management "market view" perspective; the funds transfer pricing center and credits allocated to the reportable segments; the residual costs of support groups; fees from affiliates and noninterest expenses associated with BTMU's U.S. branch banking operations; 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 following table sets forth the results for Other:
Other | |||||||||||||||||||
| For the Years Ended December 31, | 2016 vs 2015 Increase (Decrease) | ||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Amount | Percent | ||||||||||||||
| Results of operations—Market View | |||||||||||||||||||
| Net interest income | $ | (150 | ) | $ | (184 | ) | $ | (248 | ) | $ | 34 | 18 | % | ||||||
| Noninterest income | 653 | 501 | (21 | ) | 152 | 30 | |||||||||||||
| Total revenue | 503 | 317 | (269 | ) | 186 | 59 | |||||||||||||
| Noninterest expense | 787 | 702 | 325 | 85 | 12 | ||||||||||||||
| (Reversal of) provision for credit losses | 22 | 29 | (14 | ) | (7 | ) | (24 | ) | |||||||||||
| Income (loss) before income taxes and including noncontrolling interests | (306 | ) | (414 | ) | (580 | ) | 108 | 26 | |||||||||||
| Income tax expense (benefit) | (70 | ) | (156 | ) | (210 | ) | 86 | 55 | |||||||||||
| Net income (loss) including noncontrolling interest | (236 | ) | (258 | ) | (370 | ) | 22 | 9 | |||||||||||
| Deduct: net loss from noncontrolling interests | 67 | 45 | 19 | 22 | 49 | ||||||||||||||
| Net income attributable to MUAH | $ | (169 | ) | $ | (213 | ) | $ | (351 | ) | $ | 44 | 21 | % | ||||||
| Average balances—Market View | |||||||||||||||||||
| Total loans held for investment | $ | (1,257 | ) | $ | (1,244 | ) | $ | (1,033 | ) | $ | (13 | ) | (1 | )% | |||||
| Total assets | 26,169 | 25,649 | 26,141 | 520 | 2 | ||||||||||||||
| Total deposits | (14,582 | ) | (13,166 | ) | (10,298 | ) | (1,416 | ) | (11 | ) | |||||||||
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Critical Accounting Estimates
MUAH's consolidated financial statements are prepared in accordance with GAAP, which includes management estimates and judgments. The financial information contained within our statements is, to a significant extent, financial information that is based on estimates used to measure 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 losses 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 assumptions used in measuring our transfer pricing revenue, pension obligations, goodwill impairment, and assumptions regarding our effective tax rates.
Management has reviewed and approved these critical accounting policies and has discussed these policies with the Audit & Finance Committee.
Understanding our accounting policies is fundamental to understanding our consolidated financial condition and consolidated results of operations. All of our significant accounting policies are identified in Note 1 to our Consolidated Financial Statements included in this Form 10-K. Our most critical accounting policies include the allowance for credit losses, valuation of financial instruments, hedge accounting, transfer pricing revenue, pension obligations, goodwill impairment analysis and income taxes.
Allowance for Credit Losses
The allowance for credit losses, which consists of the allowances for loan losses and losses on unfunded credit commitments, is an estimate of the losses that are inherent in our loan portfolio as well as for certain unfunded credit commitments such as unfunded loan commitments, standby letters of credit, and commercial lines of credit that are not for sale. Our allowance for credit losses has four components: the allowance for loans collectively evaluated for impairment, the allowance for loans individually evaluated for impairment, the unallocated allowance, and the allowance for losses on unfunded credit commitments which is included in other liabilities. Each of these components is determined based upon estimates that are inherently subjective and our actual losses incurred could differ significantly from those estimates. For the commercial portfolio segment, the allowance for loans collectively evaluated for impairment is derived principally from the formulaic application of loss factors to outstanding loans, based on the internal risk rating of such loans. Loss factors are based on our historical loss experience and may be adjusted for significant qualitative considerations that, in management's judgment, affect the collectability of the portfolio as of the evaluation date. For loans that are homogeneous in nature, such as in our consumer portfolio segment, we estimate the allowance based on forecasted losses based on incurred loss events. The allowance for loans collectively evaluated for impairment also includes attributions for certain sectors within the commercial and consumer portfolio segments to account for probable losses that are currently not reflected in the derived loss factors. Segment attributions are calculated based on migration scenarios for the commercial portfolio and specific attributes applicable to the consumer portfolio. The unallocated allowance is composed of attributions that are intended to capture probable losses from adverse changes in credit migration and other inherent losses that are not currently reflected in the allowance for loan losses that are ascribed to our portfolio segments. Our allowance for losses on unfunded credit commitments is measured in approximately the same manner as the allowance for loan losses but includes an estimate of expected utilization based upon historical data. For further information regarding our allowance for loan losses, see "Allowance for Credit Losses" and Note 4 to our Consolidated Financial Statements in this Form 10-K.
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Valuation of Financial Instruments
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. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Observable inputs reflect market-derived or market-based information obtained from independent sources (e.g., yield curves, foreign exchange rates, implied volatilities and credit spreads), while unobservable inputs reflect our own view of the assumptions that would be considered by market participants. Valuation adjustments may be made to ensure that certain financial instruments are recorded at fair value. These adjustments include amounts that reflect counterparty credit risk and our own credit risk in determining the fair value of our trading account liabilities and certain other liabilities.
Based on the observability of the inputs used in the valuation, we classify our financial assets and liabilities measured and disclosed at fair value within the three-level hierarchy (i.e., Level 1, Level 2 and Level 3) defined in GAAP. This hierarchy ranks the quality and reliability of the information used to determine fair values with Level 1 deemed most reliable and Level 3 having at least one significant unobservable input. The degree of management judgment required in measuring fair value increases with the higher level of measurement within the three-level hierarchy.
The following table reflects financial instruments measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015.
| December 31, 2016 | December 31, 2015 | |||||||||||||
| (Dollars in millions) | Fair Value | Percentage of Total | Fair Value | Percentage of Total | ||||||||||
| Financial instruments recorded at fair value on a recurring basis | ||||||||||||||
| Assets: | ||||||||||||||
| Level 1 | $ | 99 | — | % | $ | 39 | — | % | ||||||
| Level 2 | 21,952 | 95 | 17,145 | 95 | ||||||||||
| Level 3 | 1,830 | 8 | 1,832 | 10 | ||||||||||
Netting Adjustment(1) | (770 | ) | (3 | ) | (909 | ) | (5 | ) | ||||||
| Total | $ | 23,111 | 100 | % | $ | 18,107 | 100 | % | ||||||
| As a percentage of total Company assets | 15 | % | 12 | % | ||||||||||
| Liabilities: | ||||||||||||||
| Level 1 | $ | 49 | 2 | % | $ | 44 | 1 | % | ||||||
| Level 2 | 3,792 | 123 | 4,319 | 113 | ||||||||||
| Level 3 | 287 | 9 | 337 | 9 | ||||||||||
Netting Adjustment(1) | (1,047 | ) | (34 | ) | (872 | ) | (23 | ) | ||||||
| Total | $ | 3,081 | 100 | % | $ | 3,828 | 100 | % | ||||||
| As a percentage of total Company liabilities | 2 | % | 2 | % | ||||||||||
| (1) | Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts. |
For detailed information on our measurement of fair value of financial instruments and our related valuation methodologies, see Note 12 to our Consolidated Financial Statements included in this Form 10-K.
Hedge Accounting
The Company applies hedge accounting to manage the risk of adverse changes in the fair value or cash flows of certain financial instruments associated with changes in interest rates. Derivative instruments are used to mitigate such adverse changes that may occur.
The determination of whether a hedging relationship qualifies for hedge accounting requires an analysis of whether the hedge has been highly effective and is expected to be highly effective on an ongoing basis. For example, at the end of each reporting period, a retrospective assessment must be made as to whether the hedge was highly effective based on the actual results for that period. When a hedge is designated for a group of similar financial instruments, judgments must be made at inception of the hedge strategy as to whether the individual
83
items in that group share similar risks and characteristics to be hedged collectively. Hedge accounting is discontinued prospectively if the hedge accounting requirements are no longer met, the derivative instrument expires or is sold, terminated or exercised, or the hedge relationship is de-designated. For further information on our hedge accounting, see Note 13 to our Consolidated Financial Statements in this Form 10-K.
Transfer Pricing
Employees of the Company perform management and support services to BTMU in connection with the operation and administration of BTMU’s businesses in the Americas. In consideration for the services provided, BTMU pays the Company fees under a master services agreement, which reflects arm's length market-based pricing for those services. The Company recognizes transfer pricing revenue when delivery (performance) has occurred or services have been rendered. Management applies a facts and circumstances evaluation to determine the most appropriate method to calculate an arm's length market-based price for services performed by the Company for BTMU and other non-consolidated MUFG affiliates.
Pension Obligations
Our pension obligations and related assets of our defined retirement benefit plan are presented in Note 16 to our Consolidated Financial Statements included in this Form 10-K. Plan assets consist primarily of marketable equity and debt instruments. Plan obligations and the annual benefit expense are estimated by management utilizing actuarially based data and key assumptions. Key assumptions in measuring the plan obligations and determining the pension benefit expense are the discount rate, the rate of compensation increases, and the estimated future return on plan assets. Our discount rate is calculated using a yield curve based on Aa3 or better rated bonds. This yield curve is matched to the anticipated timing of the actuarially determined estimated pension benefit payments to determine the weighted average discount rate. Compensation increase assumptions are based upon historical experience and anticipated future management actions. Asset returns are based upon the anticipated average rate of earnings expected on the invested funds of the plan. For further information on our pension obligations, see Note 16 to our Consolidated Financial Statements in this Form 10-K.
Goodwill Impairment Analysis
We allocate our goodwill to reporting units and review for impairment at least annually, and whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Goodwill is assessed for impairment at the reporting unit level either qualitatively or quantitatively. If the elected qualitative assessment results indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative impairment test is required. Various valuation methodologies are applied to carry out the first step of the quantitative impairment test by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, a second step is required to measure the amount of impairment by comparing the implied fair value of the goodwill assigned to the reporting unit with the carrying amount of that goodwill.
Management applies significant judgment when estimating the fair value of its reporting units. This judgment includes developing cash flow projections, selecting appropriate discount rates, incorporating general economic and market conditions, identifying relevant market comparables, and selecting an appropriate control premium. Imprecision in estimating these factors can affect the estimated fair value of the reporting units.
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Income Taxes
MUAH and its subsidiaries are subject to the income tax laws of the U.S., its states, and municipalities and laws of the other jurisdictions in which we conduct business. Our income tax expense consists of two components; current and deferred. Current income tax expense approximates taxes to be paid or refunded for the current period and includes income tax expense for our uncertain tax positions. Uncertain tax positions that meet the "more likely than not" recognition threshold are measured to determine the amount of benefit to recognize. Positions are measured as the largest amount of benefit that management believes has a greater than 50% likelihood of realization upon settlement. Deferred income tax expense results from changes in deferred income tax assets and liabilities between periods, where the deferred tax assets and liabilities are based on the tax effects of the differences between the financial accounting and tax basis of assets and liabilities. Deferred tax assets are recognized subject to management's judgment that realization is "more likely than not" based upon all available positive and negative evidence. Foreign taxes paid are generally applied as a credit to reduce income taxes payable.
The income tax laws of the jurisdictions in which we operate are complex and subject to differing interpretations. In establishing a provision for income tax expense, we make judgments and interpretations about the application of these complex laws and the result is by its nature an estimate. We are routinely subject to audits from tax authorities. To the extent the tax authorities disagree with our conclusions and depending on the final resolution of those disagreements, our effective tax rate may be materially affected in the period of final settlement. We also make estimates about when future certain items will affect taxable income in the jurisdictions in which we conduct business.
Under an election we have made for purposes of our California franchise tax returns, effective until 2016, our California tax expense is based on the income of MUAH and its subsidiaries and the U.S. operations of MUFG. Changes in the taxable profits of MUFG's U.S. operations may impact our effective tax rate. Taxable profits of MUFG's U.S. operations are impacted most significantly by decisions made about the timing of the recognition of credit losses or other matters, and by changes in the U.S. economy. We review MUFG's financial information on a quarterly basis in order to determine the rate at which to recognize our California tax expense. However, all of the information relevant to determining the California effective tax rate may not be available until after the end of the period to which the tax relates, primarily due to the difference between the Company's and MUFG's fiscal year-ends. Our California effective tax rate can change during the calendar year or between calendar years as additional information becomes available. We could be subject to penalties if we understate our tax obligations. For further information on our income taxes, see Note 18 to our Consolidated Financial Statements included in this Form 10-K.
Non-GAAP Financial Measures
The following tables present a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and specific non-GAAP measures as used to compute selected non-GAAP financial ratios.
The following table shows the calculation of return on average MUAH tangible common equity for the years ended December 31, 2016, 2015 and 2014:
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Net income attributable to MUAH | $ | 990 | $ | 644 | $ | 782 | ||||||
| Add: intangible asset amortization, net of tax | 17 | 26 | 32 | |||||||||
| Net income attributable to MUAH, excluding intangible asset amortization (a) | $ | 1,007 | $ | 670 | $ | 814 | ||||||
| Average MUAH stockholders' equity | 17,003 | 16,112 | 15,350 | |||||||||
| Less: Goodwill | 3,225 | 3,225 | 3,227 | |||||||||
| Less: Intangible assets, except mortgage servicing rights | 196 | 212 | 262 | |||||||||
| Less: Deferred tax liabilities related to goodwill and intangible assets | (47 | ) | (52 | ) | (102 | ) | ||||||
| Tangible common equity (b) | $ | 13,629 | $ | 12,727 | $ | 11,963 | ||||||
Return on average MUAH tangible common equity (1) (a)/(b) | 7.39 | % | 5.26 | % | 6.81 | % | ||||||
(1) Annualized.
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The following table shows performance ratios excluding MUSA for the years ended December 31, 2016, 2015 and 2014. Management believes these ratios provide useful supplemental information on the results of MUAH's banking business.
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Performance ratios excluding MUSA: | ||||||||||||
| Net income attributable to MUAH | $ | 990 | $ | 644 | $ | 782 | ||||||
| Less: Net income (loss) attributable to MUSA | 63 | 35 | 24 | |||||||||
| MUAH net income, excluding MUSA (c) | $ | 927 | $ | 609 | $ | 758 | ||||||
| Average total assets | 150,901 | 152,423 | 147,550 | |||||||||
| Less: Average total assets attributable to MUSA | 31,518 | 35,702 | 34,348 | |||||||||
| Average total assets excluding MUSA (d) | $ | 119,383 | $ | 116,721 | $ | 113,202 | ||||||
Return on average assets, excluding MUSA (1) (c)/(d) | 0.78 | % | 0.52 | % | 0.67 | % | ||||||
| Average MUAH stockholders' equity | 17,003 | 16,112 | 15,350 | |||||||||
| Less: Average MUSA stockholders' equity | 669 | 469 | 265 | |||||||||
| Average MUAH stockholders' equity, excluding MUSA (e) | $ | 16,334 | $ | 15,643 | $ | 15,085 | ||||||
Return on average MUAH stockholders' equity, excluding MUSA (1) (c)/(e) | 5.67 | % | 3.89 | % | 5.03 | % | ||||||
| Net income attributable to MUAH, excluding intangible asset amortization | 1,007 | 670 | 814 | |||||||||
| Less: Net income (loss) attributable to MUSA | 63 | 35 | 24 | |||||||||
| Net income attributable to MUAH excluding MUSA and intangible asset amortization (f) | $ | 944 | $ | 635 | $ | 790 | ||||||
| Average MUAH tangible common equity | 13,629 | 12,727 | 11,963 | |||||||||
| Less: Average MUSA stockholders' equity | 669 | 469 | 265 | |||||||||
| Average tangible common equity, excluding MUSA (g) | $ | 12,960 | $ | 12,258 | $ | 11,698 | ||||||
Return on average MUAH tangible common equity(1)(f)/(g) | 7.28 | % | 5.18 | % | 6.76 | % | ||||||
(1) Annualized.
The following table shows the calculation of the net interest margin excluding MUSA for the years ended December 31, 2016, 2015 and 2014:
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Net interest income (taxable equivalent basis) | $ | 3,082 | $ | 2,917 | $ | 2,928 | ||||||
| Less: Net interest income (taxable-equivalent basis) attributable to MUSA | 164 | 72 | 55 | |||||||||
| Net interest income (taxable-equivalent basis) excluding MUSA (a) | $ | 2,918 | $ | 2,845 | $ | 2,873 | ||||||
| Total average earning assets | 138,335 | 140,303 | 133,893 | |||||||||
| Less: Total average earning assets attributable to MUSA | 31,022 | 35,417 | 33,774 | |||||||||
| Total average earning assets excluding MUSA (b) | $ | 107,313 | $ | 104,886 | $ | 100,119 | ||||||
Net interest margin excluding MUSA (a)/(b)(1) | 2.72 | % | 2.71 | % | 2.87 | % | ||||||
| (1) | Annualized. |
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The adjusted efficiency ratio and the adjusted efficiency ratio excluding MUSA are non-GAAP financial measures used by management to measure the efficiency of our operations, focusing on those costs management believes to be most relevant to our core business activities. Productivity initiative costs include salaries and benefits associated with operational efficiency enhancements. The following tables show the calculation of this ratio for the years ended December 31, 2016, 2015 and 2014.
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Noninterest Expense | $ | 3,782 | $ | 3,747 | $ | 3,256 | ||||||
| Less: Staff costs associated with fees from affiliates - support services | 577 | 507 | 193 | |||||||||
| Less: Foreclosed asset expense and other credit costs | 1 | (4 | ) | (2 | ) | |||||||
| Less: Productivity initiative costs | 60 | 82 | 13 | |||||||||
| Less: LIHC investment amortization expense | 8 | 15 | 13 | |||||||||
| Less: Expenses of the LIHC consolidated VIEs | 68 | 45 | 32 | |||||||||
| Less: Merger and business integration costs | 18 | 29 | 84 | |||||||||
| Less: Net adjustments related to privatization transaction | 17 | 30 | 41 | |||||||||
| Less: Intangible asset amortization | 13 | 14 | 12 | |||||||||
| Less: Contract termination fee | 1 | 23 | — | |||||||||
| Noninterest expense, as adjusted (a) | $ | 3,019 | $ | 3,006 | $ | 2,870 | ||||||
| Total Revenue | $ | 5,278 | $ | 4,742 | $ | 4,375 | ||||||
| Add: Net interest income taxable-equivalent adjustment | 29 | 25 | 21 | |||||||||
| Less: Fees from affiliates - support services | 621 | 546 | 206 | |||||||||
| Less: Productivity initiative gains | 71 | — | (1 | ) | ||||||||
| Less: Accretion related to privatization-related fair value adjustments | 11 | 8 | 18 | |||||||||
| Less: Other credit costs | 5 | — | 11 | |||||||||
| Less: Impairment on private equity investments | (8 | ) | (4 | ) | — | |||||||
| Less: Gains on sale of fixed assets | 3 | — | — | |||||||||
| Total revenue, as adjusted (b) | $ | 4,604 | $ | 4,217 | $ | 4,162 | ||||||
| Adjusted efficiency ratio (a)/(b) | 65.58 | % | 71.26 | % | 68.95 | % | ||||||
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Noninterest Expense, as adjusted | $ | 3,019 | $ | 3,006 | $ | 2,870 | ||||||
| Less: Noninterest expense attributable to MUSA | 362 | 315 | 266 | |||||||||
| Noninterest expense, as adjusted excluding MUSA (c) | $ | 2,657 | $ | 2,691 | $ | 2,604 | ||||||
| Total Revenue, as adjusted | 4,604 | 4,217 | 4,162 | |||||||||
| Less: Total revenue attributable to MUSA | 466 | 372 | 310 | |||||||||
| Total revenue, as adjusted excluding MUSA (d) | $ | 4,138 | $ | 3,845 | $ | 3,852 | ||||||
| Adjusted efficiency ratio excluding MUSA (c)/(d) | 64.21 | % | 69.96 | % | 67.58 | % | ||||||
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Financial Statements and Supplementary Data
MUFG Americas Holdings Corporation and Subsidiaries
Consolidated Statements of Income
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Interest Income | ||||||||||||
| Loans | $ | 2,839 | $ | 2,797 | $ | 2,863 | ||||||
| Securities | 483 | 463 | 453 | |||||||||
| Securities borrowed or purchased under resale agreements | 195 | 112 | 68 | |||||||||
| Trading assets | 172 | 53 | 49 | |||||||||
| Other | 27 | 12 | 13 | |||||||||
| Total interest income | 3,716 | 3,437 | 3,446 | |||||||||
| Interest Expense | ||||||||||||
| Deposits | 194 | 200 | 238 | |||||||||
| Commercial paper and other short-term borrowings | 32 | 13 | 59 | |||||||||
| Long-term debt | 240 | 250 | 190 | |||||||||
| Securities loaned or sold under repurchase agreements | 140 | 52 | 21 | |||||||||
| Trading liabilities | 57 | 30 | 33 | |||||||||
| Total interest expense | 663 | 545 | 541 | |||||||||
| Net Interest Income | 3,053 | 2,892 | 2,905 | |||||||||
| (Reversal of) provision for credit losses | 155 | 227 | 8 | |||||||||
| Net interest income after (reversal of) provision for credit losses | 2,898 | 2,665 | 2,897 | |||||||||
| Noninterest Income | ||||||||||||
| Service charges on deposit accounts | 192 | 195 | 203 | |||||||||
| Trust and investment management fees | 120 | 111 | 106 | |||||||||
| Trading account activities | 105 | 62 | 51 | |||||||||
| Securities gains, net | 69 | 20 | 18 | |||||||||
| Credit facility fees | 108 | 117 | 125 | |||||||||
| Brokerage commissions and fees | 64 | 79 | 79 | |||||||||
| Card processing fees, net | 39 | 33 | 34 | |||||||||
| Investment banking and syndication fees | 312 | 319 | 323 | |||||||||
| Fees from affiliates | 957 | 763 | 320 | |||||||||
| Other, net | 259 | 151 | 211 | |||||||||
| Total noninterest income | 2,225 | 1,850 | 1,470 | |||||||||
| Noninterest Expense | ||||||||||||
| Salaries and employee benefits | 2,355 | 2,414 | 1,959 | |||||||||
| Net occupancy and equipment | 325 | 335 | 313 | |||||||||
| Professional and outside services | 369 | 318 | 275 | |||||||||
| Software | 154 | 120 | 95 | |||||||||
| Regulatory assessments | 72 | 53 | 59 | |||||||||
| Intangible asset amortization | 28 | 42 | 52 | |||||||||
| Other | 479 | 465 | 503 | |||||||||
| Total noninterest expense | 3,782 | 3,747 | 3,256 | |||||||||
| Income before income taxes and including noncontrolling interests | 1,341 | 768 | 1,111 | |||||||||
| Income tax expense | 419 | 169 | 348 | |||||||||
| Net Income Including Noncontrolling Interests | 922 | 599 | 763 | |||||||||
| Deduct: Net loss from noncontrolling interests | 68 | 45 | 19 | |||||||||
| Net Income Attributable to MUAH | $ | 990 | $ | 644 | $ | 782 | ||||||
See accompanying notes to consolidated financial statements.
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MUFG Americas Holdings Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Net Income Attributable to MUAH | $ | 990 | $ | 644 | $ | 782 | ||||||
| Other Comprehensive Income (Loss), Net of Tax: | ||||||||||||
| Net change in unrealized gains (losses) on cash flow hedges | (115 | ) | 12 | 23 | ||||||||
| Net change in unrealized gains (losses) on investment securities | (56 | ) | (6 | ) | 183 | |||||||
| Foreign currency translation adjustment | 2 | (14 | ) | (5 | ) | |||||||
| Pension and other postretirement benefit adjustments | 23 | (13 | ) | (285 | ) | |||||||
| Total other comprehensive income (loss) | (146 | ) | (21 | ) | (84 | ) | ||||||
| Comprehensive Income (Loss) Attributable to MUAH | 844 | 623 | 698 | |||||||||
| Comprehensive loss from noncontrolling interests | (68 | ) | (45 | ) | (19 | ) | ||||||
| Total Comprehensive Income (Loss) | $ | 776 | $ | 578 | $ | 679 | ||||||
See accompanying notes to consolidated financial statements.
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MUFG Americas Holdings Corporation and Subsidiaries
Consolidated Balance Sheets
| (Dollars in millions except for per share amount) | December 31, 2016 | December 31, 2015 | ||||||
| Assets | ||||||||
| Cash and due from banks | $ | 1,909 | $ | 2,058 | ||||
| Interest bearing deposits in banks | 3,844 | 2,749 | ||||||
| Total cash and cash equivalents | 5,753 | 4,807 | ||||||
| Securities borrowed or purchased under resale agreements | 19,747 | 31,072 | ||||||
| Trading account assets (includes $1,122 at December 31, 2016 and $426 at December 31, 2015 pledged as collateral that may be repledged) | 8,942 | 3,734 | ||||||
| Securities available for sale (includes $148 at December 31, 2016 and $205 at December 31, 2015 pledged as collateral that may be repledged) | 14,141 | 14,359 | ||||||
| Securities held to maturity (Fair value $10,316 at December 31, 2016 and $10,207 at December 31, 2015) | 10,337 | 10,158 | ||||||
| Loans held for investment | 77,551 | 79,257 | ||||||
| Allowance for loan losses | (639 | ) | (723 | ) | ||||
| Loans held for investment, net | 76,912 | 78,534 | ||||||
| Premises and equipment, net | 591 | 644 | ||||||
| Goodwill | 3,225 | 3,225 | ||||||
| Other assets | 8,496 | 6,537 | ||||||
| Total assets | $ | 148,144 | $ | 153,070 | ||||
| Liabilities | ||||||||
| Deposits: | ||||||||
| Noninterest bearing | $ | 35,654 | $ | 32,463 | ||||
| Interest bearing | 51,293 | 51,837 | ||||||
| Total deposits | 86,947 | 84,300 | ||||||
| Securities loaned or sold under repurchase agreements | 24,616 | 29,141 | ||||||
| Commercial paper and other short-term borrowings | 2,360 | 3,425 | ||||||
| Long-term debt | 11,410 | 13,648 | ||||||
| Trading account liabilities | 2,905 | 3,712 | ||||||
| Other liabilities | 2,520 | 2,251 | ||||||
| Total liabilities | 130,758 | 136,477 | ||||||
| Commitments, contingencies and guarantees—See Note 21 | ||||||||
| Equity | ||||||||
| MUAH stockholders' 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, 144,322,280 shares issued and outstanding as of December 31, 2016 and December 31, 2015 | 144 | 144 | ||||||
| Additional paid-in capital | 7,884 | 7,868 | ||||||
| Retained earnings | 10,101 | 9,116 | ||||||
| Accumulated other comprehensive loss | (896 | ) | (750 | ) | ||||
| Total MUAH stockholders' equity | 17,233 | 16,378 | ||||||
| Noncontrolling interests | 153 | 215 | ||||||
| Total equity | 17,386 | 16,593 | ||||||
| Total liabilities and equity | $ | 148,144 | $ | 153,070 | ||||
See accompanying notes to consolidated financial statements.
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MUFG Americas Holdings Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholders' Equity
| MUAH Stockholders' Equity | ||||||||||||||||||||||||
| (Dollars in millions, except shares) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Equity | ||||||||||||||||||
| BALANCE DECEMBER 31, 2013 | $ | 144 | $ | 7,418 | $ | 7,681 | $ | (645 | ) | $ | 287 | $ | 14,885 | |||||||||||
| Net income (loss)—2014 | — | — | 782 | — | (19 | ) | 763 | |||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | (84 | ) | — | (84 | ) | ||||||||||||||||
| Compensation—restricted stock units | — | 10 | — | — | — | 10 | ||||||||||||||||||
| Capital contribution | — | 231 | — | — | — | 231 | ||||||||||||||||||
| Other | — | 1 | 10 | — | (4 | ) | 7 | |||||||||||||||||
| Net change | — | 242 | 792 | (84 | ) | (23 | ) | 927 | ||||||||||||||||
| BALANCE DECEMBER 31, 2014 | $ | 144 | $ | 7,660 | $ | 8,473 | $ | (729 | ) | $ | 264 | $ | 15,812 | |||||||||||
| Net income (loss)—2015 | — | — | 644 | — | (45 | ) | 599 | |||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | (21 | ) | — | (21 | ) | ||||||||||||||||
| Compensation—restricted stock units | — | 9 | — | — | — | 9 | ||||||||||||||||||
| Capital Contribution | — | 200 | — | — | — | 200 | ||||||||||||||||||
| Other | — | (1 | ) | (1 | ) | — | (4 | ) | (6 | ) | ||||||||||||||
| Net change | — | 208 | 643 | (21 | ) | (49 | ) | 781 | ||||||||||||||||
| BALANCE DECEMBER 31, 2015 | $ | 144 | $ | 7,868 | $ | 9,116 | $ | (750 | ) | $ | 215 | $ | 16,593 | |||||||||||
| Net income (loss)—2016 | — | — | 990 | — | (68 | ) | 922 | |||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | (146 | ) | — | (146 | ) | ||||||||||||||||
| Compensation—restricted stock units | — | 13 | (3 | ) | — | — | 10 | |||||||||||||||||
| Other | — | 3 | (2 | ) | — | 6 | 7 | |||||||||||||||||
| Net change | — | 16 | 985 | (146 | ) | (62 | ) | 793 | ||||||||||||||||
| BALANCE DECEMBER 31, 2016 | $ | 144 | $ | 7,884 | $ | 10,101 | $ | (896 | ) | $ | 153 | $ | 17,386 | |||||||||||
See accompanying notes to consolidated financial statements.
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MUFG Americas Holdings Corporation and Subsidiaries
Consolidated Statements of Cash Flows
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net income including noncontrolling interests | $ | 922 | $ | 599 | $ | 763 | ||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||
| (Reversal of) provision for credit losses | 155 | 227 | 8 | |||||||||
| Depreciation, amortization and accretion, net | 325 | 401 | 477 | |||||||||
| Stock-based compensation—restricted stock units | 67 | 54 | 34 | |||||||||
| Deferred income taxes | 79 | (20 | ) | 97 | ||||||||
| Net gains on sales of securities | (69 | ) | (20 | ) | (18 | ) | ||||||
| Loss on sale of equipment under operating lease | — | — | 196 | |||||||||
| Net decrease (increase) in securities borrowed or purchased under resale agreements | 11,325 | (1,037 | ) | (2,674 | ) | |||||||
| Net increase (decrease) in securities loaned or sold under repurchase agreements | (4,525 | ) | (915 | ) | 2,432 | |||||||
| Net decrease (increase) in trading account assets | (5,208 | ) | (804 | ) | (626 | ) | ||||||
| Net decrease (increase) in other assets | (923 | ) | 243 | (119 | ) | |||||||
| Net increase (decrease) in trading account liabilities | (807 | ) | 2,061 | 471 | ||||||||
| Net increase (decrease) in other liabilities | (98 | ) | (18 | ) | 148 | |||||||
| Loans originated for sale | (1,358 | ) | (1,294 | ) | (841 | ) | ||||||
| Net proceeds from sale of loans originated for sale | 1,332 | 1,157 | 839 | |||||||||
| Pension and other benefits adjustment | (147 | ) | (106 | ) | (80 | ) | ||||||
| Other, net | 15 | (16 | ) | 26 | ||||||||
| Total adjustments | 163 | (87 | ) | 370 | ||||||||
| Net cash provided by (used in) operating activities | 1,085 | 512 | 1,133 | |||||||||
| Cash Flows from Investing Activities: | ||||||||||||
| Proceeds from sales of securities available for sale | 4,842 | 1,985 | 1,376 | |||||||||
| Proceeds from paydowns and maturities of securities available for sale | 2,171 | 2,025 | 2,377 | |||||||||
| Purchases of securities available for sale | (6,666 | ) | (4,768 | ) | (1,317 | ) | ||||||
| Proceeds from paydowns and maturities of securities held to maturity | 2,257 | 2,682 | 1,047 | |||||||||
| Purchases of securities held to maturity | (2,447 | ) | (4,511 | ) | (2,845 | ) | ||||||
| Proceeds from sales of loans | 1,526 | 1,338 | 292 | |||||||||
| Net decrease (increase) in loans | (519 | ) | (2,130 | ) | (9,497 | ) | ||||||
| Proceeds from the sale of equity investments | — | 81 | — | |||||||||
| Purchases of equity investments | — | (25 | ) | (232 | ) | |||||||
| Proceeds from the sale of operating lease equipment | — | 40 | 410 | |||||||||
| Purchases of other investments | (717 | ) | (615 | ) | (649 | ) | ||||||
| Other, net | 148 | (243 | ) | (144 | ) | |||||||
| Net cash provided by (used in) investing activities | 595 | (4,141 | ) | (9,182 | ) | |||||||
| Cash Flows from Financing Activities: | ||||||||||||
| Net increase (decrease) in deposits | 2,606 | (1,750 | ) | 5,903 | ||||||||
| Net increase (decrease) in commercial paper and other short-term borrowings | (1,065 | ) | (1,369 | ) | 759 | |||||||
| Capital contribution from MUFG | — | 200 | 200 | |||||||||
| Proceeds from issuance of long-term debt | 795 | 6,320 | 1,334 | |||||||||
| Repayment of long-term debt | (3,082 | ) | (936 | ) | (422 | ) | ||||||
| Other, net | 6 | (61 | ) | (25 | ) | |||||||
| Change in noncontrolling interests | 6 | (4 | ) | (4 | ) | |||||||
| Net cash provided by (used in) financing activities | (734 | ) | 2,400 | 7,745 | ||||||||
| Net change in cash and cash equivalents | 946 | (1,229 | ) | (304 | ) | |||||||
| Cash and cash equivalents at beginning of period | 4,807 | 6,036 | 6,338 | |||||||||
| Effect of exchange rate changes on cash | $ | — | $ | — | $ | 2 | ||||||
| Cash and cash equivalents at end of period | $ | 5,753 | $ | 4,807 | $ | 6,036 | ||||||
| Cash Paid During the Period For: | ||||||||||||
| Interest | $ | 626 | $ | 468 | $ | 540 | ||||||
| Income taxes, net | 159 | 157 | 73 | |||||||||
| Supplemental Cash Flow Disclosures: | ||||||||||||
Transfer of assets and liabilities from BTMU(1): | ||||||||||||
| Carrying amount of assets acquired | — | — | 70 | |||||||||
| Carrying amount of liabilities assumed | — | — | 31 | |||||||||
| Supplemental Schedule of Noncash Investing and Financing Activities: | ||||||||||||
| Net transfer of loans held for investment to loans held for sale | 1,976 | 1,207 | 203 | |||||||||
| Transfer of loans held for investment to OREO | 6 | 24 | 28 | |||||||||
| Dispositions: | ||||||||||||
| Equipment under operating lease | — | — | 2,769 | |||||||||
| Short-term and long-term debt assumed | — | — | 2,526 | |||||||||
| (1) | For additional information on the transfer of assets and liabilities from BTMU, refer to Note 22 to these consolidated financial statements. |
See accompanying notes to consolidated financial statements.
92
Notes to Financial Statements
Note 1—Summary of Significant Accounting Policies and Nature of Operations
Introduction
MUFG Americas Holdings Corporation (MUAH) is a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. (MUB or the Bank) and MUFG Securities Americas Inc. (MUSA) (formerly Mitsubishi UFJ Securities (USA), Inc.). MUAH provides a wide range of financial services to consumers, small businesses, middle-market companies and major corporations nationally and internationally. The Company also provides various business, banking, financial, administrative and support services, and facilities for BTMU in connection with the operation and administration of all of BTMU's business in the U.S. (including BTMU's U.S. branches).
On November 4, 2008, the Company became a privately held company (privatization transaction). On July 1, 2016, in accordance with the requirements of the U.S. Federal Reserve Board’s final rules for Enhanced Prudential Standards, the Company was designated the U.S. Intermediate Holding Company (IHC) of its ultimate parent, MUFG. The IHC formation resulted in the transfer of interests in substantially all of MUFG’s U.S. subsidiaries to MUAH. The Company issued 7,991,449 shares to BTMU and MUFG in exchange for the subsidiaries interests. The subsidiaries include MUSA, a registered broker-dealer, and various other non-bank subsidiaries. The assets received and liabilities assumed were transferred at their carrying amounts, and all prior periods have been revised to include the results of the transferred IHC entities. All of the Company's issued and outstanding shares of common stock are owned by BTMU and MUFG.
Principles of Consolidation and Basis of Financial Statement Presentation
The consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a VIE. The primary beneficiary of a VIE is the entity that has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and has the obligation to absorb losses or receive benefits from the VIE that could potentially be significant to the VIE. Results of operations from VIEs are included from the dates that the Company became the primary beneficiary. All intercompany transactions and balances with consolidated entities are eliminated in consolidation.
The Company accounts for equity investments over which it exerts significant influence using the equity method of accounting. Non-marketable equity investments where the Company does not exert significant influence are accounted for at cost or using the proportional amortization method. Investments accounted for under the equity method, proportional amortization method, and cost method are included in other assets.
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The policies that materially affect the determination of financial position, results of operations and cash flows are summarized below.
The preparation of financial statements in conformity with 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. Critical estimates made by management in the preparation of the Company's financial statements include, but are not limited to, the allowance for credit losses (Note 4), goodwill impairment (Note 6), fair value of financial instruments (Note 12), hedge accounting (Note 13), pension accounting (Note 16), income taxes (Note 18), and transfer pricing (Note 22).
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks, interest bearing deposits in banks, and federal funds sold.
93
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Securities Borrowed or Purchased under Agreements to Resell and Securities Loaned or Sold under Agreements to Repurchase
Securities borrowed and securities loaned transactions do not qualify for sale accounting and therefore are not recognized on the transferee's balance sheet. Securities borrowed and securities loaned represent the amount of cash collateral advanced or received, respectively. The Company monitors the market value of the borrowed and loaned securities on a daily basis, with additional collateral obtained or refunded as necessary. Accrued interest associated with securities borrowed and securities loaned is included in other assets and other liabilities, respectively. Interest associated with securities borrowed and securities loaned is recorded as interest income and interest expense, respectively.
Securities purchased under agreements to resell (“reverse repurchase agreements”) and securities sold under agreements to repurchase (“repurchase agreements”) do not qualify for sale accounting and therefore are not recognized on the transferee's balance sheet. Transactions involving these agreements are accounted for as collateralized financings. These agreements are recorded at the amounts at which the securities were acquired or sold and are carried at amortized cost. The Company generally obtains possession of collateral with a market value equal to or in excess of the principal amount financed under reverse repurchase agreements. Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged, when appropriate. Accrued interest associated with reverse repurchase agreements and repurchase agreements is included in other assets and other liabilities, respectively. Interest associated with reverse repurchase agreements and repurchase agreements is recorded as interest income and interest expense, respectively. The Company generally enters into reverse repurchase and repurchase agreements under legally enforceable master repurchase agreements that give the Company, in the event of counterparty default, the right to liquidate securities held and offset receivables and payables with the same counterparty. The Company offsets reverse repurchase and repurchase agreements with the same counterparty where they have a legally enforceable master netting agreement and the transactions have the same maturity date.
Trading Account Assets and Liabilities
Trading account assets and liabilities are recorded at fair value and include certain securities and derivatives. Securities are classified as trading when management acquires them with the intent to hold for short periods of time in order to take advantage of anticipated changes in fair values or as an accommodation to customers. Substantially all of the securities have a high degree of liquidity and a readily determinable fair value. Interest on securities classified as trading is included in interest income, and realized gains and losses from sale and unrealized fair value adjustments are recognized in noninterest income.
Derivatives included in trading account assets and liabilities are entered into for trading purposes or as an accommodation to customers. Contracts primarily include interest rate swaps and options, commodity swaps and options, foreign exchange contracts and equity options relating to our market-linked CD product. The Company nets derivative assets and liabilities, and the related cash collateral receivables and payables, when a legally enforceable master netting arrangement exists between the Company and the derivative counterparty. Changes in fair values and realized income or expense for trading asset and liability derivatives are included in noninterest income.
Securities
Securities are classified based on management's intent and are recorded on the consolidated balance sheet as of the trade date, when acquired in a regular-way trade. Debt securities for which management has both the positive intent and ability to hold to maturity are classified as held to maturity and are carried at amortized cost. Debt securities and equity securities with readily determinable fair values that are not classified as trading assets or held to maturity are classified as available for sale and are carried at fair value, with the unrealized gains or losses reported net of taxes as a component of AOCI in stockholders' equity until realized.
Interest income on debt securities classified as either available for sale or held to maturity includes the amortization of premiums and the accretion of discounts using a method that produces a level yield and is included in interest income on securities.
Realized gains and losses on the sale of available for sale securities are included in noninterest income. The specific identification method is used to calculate realized gains and losses on sales.
94
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Securities available for sale that are pledged under an agreement to repurchase and which may be sold or repledged under that agreement are separately identified as pledged as collateral.
Other-than-Temporary Impairment
Debt securities available for sale and debt securities held to maturity are subject to impairment testing when a security's fair value is lower than its amortized cost. Debt securities with unrealized losses are considered other-than-temporarily impaired if we intend to sell the debt security, if it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis, or if we do not expect to recover the entire amortized cost basis of the security. If we intend to sell the security, or if it is more likely than not that we will be required to sell the security before recovery, an other-than-temporary impairment write-down is recognized in earnings equal to the entire difference between the amortized cost basis and fair value of the debt security. However, even if we do not expect to sell a debt security we must evaluate the expected cash flows to be received and determine if a credit loss exists. In the event of a credit loss, only the amount of impairment associated with the credit loss is recognized in income. Amounts related to factors other than credit losses are recorded in other comprehensive income. For further information on our other-than-temporary impairment analysis, see Note 3 to our Consolidated Financial Statements in this Form 10-K.
Marketable equity securities are subject to testing for other-than-temporary impairment when there is a severe or sustained decline in market price below the amount recorded for that investment. The Company considers the issuer's financial condition, capital strength, and near-term prospects in assessing whether other-than-temporary impairment exists. An other-than-temporary impairment results in a write-down recognized in earnings equal to the entire difference between the carrying amount and fair value of the equity security.
Loans Held for Investment, Purchased Credit-Impaired Loans, Other Acquired Loans and Loans Held for Sale
Loans held for investment are reported at the principal amounts outstanding, net of charge-offs, unamortized nonrefundable loan fees, direct loan origination costs, purchase premiums and discounts, and a historical fair value adjustment related to the Company's privatization transaction. Where loans are held for investment, the net basis adjustment excluding charge-offs on the loan is generally recognized in interest income on an effective yield basis over the contractual loan term.
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. Loans are generally placed on nonaccrual when such loans have become contractually past due 90 days with respect to principal or interest. Past due status is determined based on the contractual terms of the loan and the number of payment cycles since the last payment date. Interest accruals are continued past 90 days for certain small business loans and consumer installment loans, which are charged off at 120 days. For the commercial loan portfolio segment, interest accruals are also continued for loans that are both well-secured and in the process of collection.
When a loan is placed on nonaccrual status, all previously accrued but uncollected interest is reversed against current period interest income. When full collection of the outstanding principal balance is in doubt, subsequent payments received are first applied to unpaid principal and then to uncollected interest. A loan may be returned to accrual status at such time as the loan is brought fully current as to both principal and interest, and such loan is considered to be fully collectible on a timely basis. The Company's policy also allows management to continue the recognition of interest income on certain loans placed on nonaccrual status. This portion of the nonaccrual portfolio is referred to as "Cash Basis Nonaccrual" under which the accrual of interest is suspended and interest income is recognized only when collected. This policy applies to consumer portfolio segment loans and commercial portfolio segment loans that are well-secured and in management's judgment are considered to be fully collectible but the timely collection of payments is in doubt.
A TDR is a restructuring of a loan in which the creditor, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that it would not otherwise consider. A loan subject to such a restructuring is accounted for as a TDR. A TDR typically involves a modification of terms such as a reduction of the interest rate below the current market rate for a loan with similar risk characteristics or extending the maturity date of the loan without corresponding compensation or additional support. The Company measures impairment of a TDR using the methodology described for individually impaired loans (see "Allowance for Loan Losses" below). For the consumer portfolio segment, TDRs are initially placed on nonaccrual and
95
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
typically, a minimum of six consecutive months of sustained performance is required before returning to accrual status. For the commercial portfolio segment, the Company generally determines accrual status for TDRs by performing an individual assessment of each loan, which may include, among other factors, demonstrated performance by the borrower under the previous terms.
Except for certain transactions between entities under common control, loans acquired in a transfer, including business combinations, are recorded at fair value at the acquisition date, factoring in credit losses expected to be incurred over the life of the loan.
For acquired loans where there is evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments, the loans are accounted for as purchased credit-impaired loans. This guidance requires that the excess of the cash flows initially expected to be collected over the loan's fair value at the acquisition date (i.e., the accretable yield) be accreted into interest income over the loan's estimated remaining life using the effective yield method, provided that the timing and amount of future cash flows is reasonably estimable. Accordingly, such loans are not classified as nonaccrual and are considered to be accruing. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference. Accordingly, an allowance for loan losses is not carried over or recorded for purchased credit-impaired loans as of the acquisition date. Substantially all of the remaining purchased credit-impaired loans are aggregated within pools based on common risk characteristics, which results in the pool becoming the unit of account.
Subsequent to acquisition of purchased credit-impaired loans, estimates of cash flows expected to be collected are updated each reporting period based on assumptions that are reflective of current market conditions. If there is a probable decrease in cash flows expected to be collected (other than due to decreases in interest rate indices or changes in prepayments), the Company charges the provision for credit losses, resulting in an increase to the allowance for loan losses. If there is a probable and significant increase in cash flows expected to be collected, the Company will first reverse any previously established allowance for loan losses and then increase interest income as a prospective yield adjustment over the remaining life of the pool of loans, which also has the effect of reclassifying a portion of the nonaccretable difference to accretable yield. The impact of changes in variable interest rates is recognized prospectively as adjustments to interest income.
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.
For other acquired loans, the purchase premium or discount is accreted to interest income over the remaining contractual life of the loans when the loans are performing, or immediately upon prepayment.
Loans held for sale, which are recorded in other assets, are carried at the lower of cost or fair value and measured on an individual basis for commercial loans and on an aggregate basis for residential mortgage loans. Changes in fair value are recognized in other noninterest income. Nonrefundable fees, direct loan origination costs, and purchase premiums and discounts related to loans held for sale are deferred and recognized as a component of the gain or loss on sale. Contractual interest earned on loans held for sale is recognized in interest income.
The Company primarily offers two types of leases to customers: 1) direct financing leases where the assets leased are acquired without additional financing from other sources, and 2) leveraged leases where a substantial portion of the financing is provided by debt with no recourse to the Company. Direct financing leases and leverage leases are recorded based on the amount of minimum lease payments receivable, unguaranteed residual value accruing to the benefit of the lessor, unamortized initial direct costs, and are reduced for any unearned income. Leveraged leases are recorded net of any nonrecourse debt.
Allowance for Loan Losses
The Company maintains an allowance for loan losses to absorb losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the probable estimated losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of charge-offs, net of recoveries. The Company's methodology
96
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
for assessing the appropriateness of the allowance consists of several key elements, which include the allowance for loans collectively evaluated for impairment, the allowance for loans individually evaluated for impairment, and the unallocated allowance. Management estimates probable losses inherent in the portfolio based on a loss emergence period. The loss emergence period is the estimated average period of time between a material adverse event that affects the creditworthiness of a borrower and the subsequent recognition of a loss. Updates of the loss emergence period are performed when significant events cause management to reexamine data. Management develops and documents its systematic methodology for determining the allowance for loan losses by first dividing its portfolio into segments—the commercial segment, consumer segment and purchased credit-impaired loans. The Company further divides the portfolio segments into classes based on initial measurement attributes, risk characteristics or its method of monitoring and assessing credit risk. The classes for the Company include commercial and industrial, commercial mortgage, construction, residential mortgage, home equity and other consumer loans, and purchased credit-impaired loans. While the Company's methodology attributes portions of the allowance to specific portfolio segments, the entire allowance is available to absorb credit losses inherent in the total loan portfolio.
For the commercial portfolio segment, the allowance for loans collectively evaluated for impairment is calculated by applying loss factors to outstanding loans and most unused commitments, based on the internal risk rating of such loans. Loss factors are based on historical loss experience and may be adjusted for significant qualitative considerations that, in management's judgment, affect the collectability of the portfolio as of the evaluation date. Those qualitative considerations are based upon management's evaluation of certain risks that may be identified from current conditions and developments within the portfolio that are not directly measured in the computation of the loss factors. Loss factors for individually rated credits are derived from a loan migration application that tracks historical losses over an economic cycle, which management believes captures the inherent losses in our loan portfolio.
For the consumer portfolio segment, loans are generally pooled by product type with similar risk characteristics. The Company estimates the allowance for loans collectively evaluated for impairment based on forecasted losses. For the purchased credit-impaired segment, we charge the provision for loan losses, resulting in an increase to the allowance for loan losses when there is a probable decrease in expected cash flows.
The allowance for loans collectively evaluated for impairment also includes attributions for certain sectors within the commercial and consumer portfolio segments to account for probable losses based on incurred loss events that are currently not reflected in the derived loss factors. Segment attributions are calculated based on migration scenarios for the commercial portfolio and specific attributes applicable to the consumer portfolio. Segment considerations are revised periodically as portfolio and environmental conditions change.
The Company individually evaluates for impairment larger nonaccruing loans within the commercial portfolio. Residential mortgage and consumer loans are not individually evaluated for impairment unless they represent TDRs. Loans are considered impaired when the evaluation of current information regarding the borrower's financial condition, loan collateral, and cash flows indicates that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including interest payments. The amount of impairment is measured using the present value of expected future cash flows discounted at the loan's effective rate, the loan's observable market price, or the fair value of the collateral, if the loan is collateral dependent.
The unallocated allowance is composed of attributions that are intended to capture probable losses from adverse changes in credit migration and other inherent losses that are not currently reflected in the allowance for loan losses that are ascribed to our portfolio segments.
Significant risk characteristics considered in estimating the allowance for credit losses include the following:
| • | Commercial and industrial—industry specific economic trends and individual borrower financial condition |
| • | Construction and commercial mortgage loans—type of property (i.e., residential, commercial, industrial), geographic concentrations, and risks and individual borrower financial condition |
| • | Residential mortgage and consumer—historical and expected future charge-offs, borrower's credit, property collateral, and loan characteristics |
97
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Loans are charged-off in whole or in part when they are considered to be uncollectible. Loans in the commercial loan portfolio segment are generally considered uncollectible based on an evaluation of borrower financial condition as well as the value of any collateral. Loans in the consumer portfolio segment are generally considered uncollectible based on past due status or the execution of certain TDR modifications such as discharge through Chapter 7 bankruptcy and the value of any collateral. Recoveries of amounts previously charged off are recorded as a recovery to the allowance for loan losses.
Allowance for Losses on Unfunded Credit Commitments
The Company maintains an allowance for losses on unfunded credit commitments to absorb losses inherent in those commitments upon funding. The Company's methodology for assessing the appropriateness of this allowance is the same as that used for the allowance for loan losses (see "Allowance for Loan Losses" above) and incorporates an assumption based upon historical experience of likely utilization of the commitment. The allowance for losses on unfunded credit commitments is classified as other liabilities and the change in this allowance is recognized in the provision for credit losses. Losses on unfunded credit commitments are identified when exposures committed to customers facing difficulty are drawn upon, and subsequently result in charge-offs.
Premises and Equipment
Premises and equipment are carried at cost, less accumulated depreciation and amortization, impairment, and fair value adjustments related to the Company's privatization transaction. Depreciation and amortization are calculated using the straight-line method over the estimated useful life of each asset. Lives of premises range from ten to fifty years; lives of furniture, fixtures and equipment range from three to eight years. Leasehold improvements are amortized over the term of the respective lease or the estimated useful life of the improvement, whichever is shorter.
Long-lived assets that are held for use are evaluated periodically for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is determined if the expected undiscounted future cash flows of a long-lived asset or group of assets is lower than its carrying amount. In the event of impairment, the Company recognizes a loss for the difference between the carrying amount and the fair value of the asset through noninterest expense. Restoration of a previously recognized impairment loss is prohibited. Gain or loss recorded on long-lived assets classified as held for sale is recorded through noninterest income.
Goodwill and Identifiable Intangible Assets
Intangible assets represent purchased assets that lack physical substance and can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold, exchanged, or licensed. Intangible assets are recorded at fair value at the date of acquisition.
Intangible assets that have indefinite lives are tested for impairment at least annually, and more frequently in certain circumstances. Intangible assets that have finite lives, which include core deposit intangibles, customer relationships, non-compete agreements and trade names, are amortized either using the straight-line method or a method that patterns the consumption of the economic benefit. Intangible assets are amortized over their estimated periods of benefit, which range from three to forty years. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists.
Goodwill is assessed for impairment at least annually at the reporting unit level either qualitatively or quantitatively. If the elected qualitative assessment results indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the quantitative impairment test is required. Various valuation methodologies are applied to carry out the first step of the quantitative impairment test by comparing the fair value of the reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is less than its carrying amount, a second step is required to measure the amount of impairment by comparing the implied fair value of the goodwill assigned to the reporting unit with the carrying amount of that goodwill. Goodwill impairment is recognized through noninterest expense as a direct write down to its carrying amount and subsequent reversals of goodwill impairment are prohibited.
98
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
FDIC Indemnification Asset
In conjunction with the FDIC-assisted acquisitions of Frontier and Tamalpais in 2010, the Company entered into loss share agreements with the FDIC. Under the terms of the purchase and assumption and loss share agreements, the FDIC will reimburse the Company for certain losses on the covered assets, subject to specific compliance, servicing, notification and reporting requirements.
At the date of the acquisitions, the Company recorded an indemnification asset at fair value based on the present value of cash flows expected to be collected from the FDIC under the loss share agreements. Subsequent to acquisition, the indemnification asset is accounted for on the same basis as the related FDIC covered assets and is linked to the losses on those assets. The difference between the carrying amount and the undiscounted cash flows that the Company expects to collect from the FDIC is accreted into noninterest income over the life of the FDIC indemnification asset. Any increases in expected cash flows of covered loans due to decreases in expected credit losses are amortized over the lesser of the contractual term of the FDIC loss share agreement and the remaining life of the indemnified assets. Any decreases in cash flows of the covered loans due to increases in expected credit losses will increase the FDIC indemnification asset and adjust the provision for credit losses. At the date of the acquisitions, the Company also recorded a standalone liability for the FDIC's ability to clawback a portion of the loss share reimbursements paid to the Company. Because such consideration is contingently payable to the FDIC, the Company accounts for this liability as a form of contingent consideration that is recorded at fair value through noninterest expense.
Other Real Estate Owned
OREO represents the collateral acquired through foreclosure in full or partial satisfaction of the related loan. OREO is initially recorded in other assets at the date physical possession is received at the fair value as established by a current appraisal, adjusted for estimated costs to sell the asset. Any write-down on the date of transfer from loan classification is charged to the allowance for loan losses. Subsequently, OREO is measured at the lower of the acquisition date fair value or fair value less estimated costs to sell the asset. OREO values are reviewed on an ongoing basis and subsequent declines in an individual property's fair value are recognized in earnings in the current period or in certain instances as a charge to the allowance for loan losses. The net operating results from these assets are included in the current period in noninterest expense as foreclosed asset expense.
Other Investments
The Company invests in private equity investments, which include direct investments in private companies. These nonmarketable equity investments are initially recorded at cost and are accounted for using the cost or equity method of accounting depending on whether the Company has significant influence over the investee. Under the equity method, the investment is adjusted for the Company's share of the investee's net income or loss for the period. Under the cost method, dividends received are recognized in other noninterest income, and dividends received in excess of the investee's earnings are considered a return of investment and are recorded as a reduction of investment cost. These investments are evaluated for other-than-temporary impairment if events or conditions indicate that it is probable that the carrying amount of the investment will not be fully recovered in the foreseeable future. If an investment is determined to be other-than-temporarily impaired, it is written down to its fair value through earnings. Fair value is estimated based on a company's business model, current and projected financial performance, capital needs and our exit strategy. As a practical expedient, fair value can also be estimated using the net asset value of the fund. All of these investments are included within other assets and any other-than-temporary impairment is recognized in other noninterest income.
The Company invests in limited liability partnerships and other entities operating qualified affordable housing projects. These LIHC investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. The LIHC investments are initially recorded at cost, and are subsequently accounted for 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 statement of income as a component of income tax expense. When the requirements are not met to apply the proportional amortization method, the investment is accounted for under the equity method of accounting with equity method losses recorded in noninterest expense. LIHC investments are reviewed periodically for impairment.
99
Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
The Company also invests in limited liability entities and trusts that operate renewable energy projects, either directly or indirectly. Tax credits, taxable income and distributions associated with these renewable energy projects may be allocated to investors according to the terms of the partnership agreements. These investments are accounted for under the equity method and are reviewed periodically for impairment, considering projected operating results and realizability of tax credits.
Derivative Instruments Used in Hedging Relationships
The Company enters into a variety of derivative contracts as a means of managing the Company's interest rate exposure and designates such derivatives under qualifying hedge relationships. All such derivative instruments are recorded at fair value and are included in other assets or other liabilities. The Company offsets derivative assets and liabilities, and the related cash collateral receivables and payables, when a legally enforceable master netting arrangement exists between the company and the derivative counterparty.
At hedge inception, the Company designates a derivative instrument as a hedge of the fair value of a recognized asset or liability (i.e., fair value hedge), or a hedge of the variability in the expected future cash flows associated with either an existing recognized asset or liability or a probable forecasted transaction (i.e., cash flow hedge).
Where hedge accounting is applied at hedge inception, the Company formally documents its risk management objective and strategy for undertaking the hedge, which includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged, and how the hedge's effectiveness will be assessed prospectively and retrospectively. Both at the inception of the hedge and on an ongoing basis, the hedging instrument must be highly effective in offsetting changes in fair values or cash flows of the hedged item in order to qualify for hedge accounting.
For fair value hedges, any ineffectiveness is recognized in noninterest expense in the period in which it arises. For cash flow hedges, only ineffectiveness resulting from over-hedging is recorded in earnings as an adjustment to noninterest expense, with other changes in the fair value of the derivative instrument recognized in other comprehensive income. For cash flow hedges of interest rate risk, the amount in other comprehensive income is subsequently reclassified to net interest income in the period in which the cash flow from the hedged item is recognized in earnings. If a derivative instrument is no longer determined to be highly effective as a designated hedge, hedge accounting is discontinued and subsequent fair value adjustments of the derivative instrument are recorded in earnings.
Transfers of Financial Assets
Transfers of financial assets in which the Company has surrendered control over the transferred assets are accounted for as sales. Control is generally considered to have been surrendered when the transferred assets have been legally isolated from the Company, the transferee has the right to pledge or exchange the assets without any significant constraints, and the Company has not entered into a repurchase agreement, does not hold significant call options and has not written significant put options on the transferred assets. In assessing whether control has been surrendered, the Company considers whether the transferee would be a consolidated affiliate and the impact of all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of transfer.
Transfer Pricing
Employees of the Company perform management and support services to BTMU in connection with the operation and administration of BTMU’s businesses in the Americas. In consideration for the services provided, BTMU pays the Company fees under a master services agreement, which reflects market-based pricing for those services. The Company recognizes transfer pricing revenue when delivery (performance) has occurred or services have been rendered. Revenue is typically recognized based on the gross amount billed to BTMU without netting the associated costs to perform those services. Gross presentation is typically deemed appropriate in these instances as the Company acts as a principal when providing these services directly to BTMU.
Operating Leases
The Company enters into a variety of lease contracts generally for premises and equipment as a lessee. Lease contracts that do not transfer substantially all of the benefits and risks of ownership and do not meet the
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
accounting requirements for capital lease classification are treated as operating leases. The Company accounts for the payments of rent on these contracts on a straight-line basis over the lease term. At inception of the lease term, any periods for which no rents are paid or escalation clauses are stipulated in the lease contract are included in the determination of the rent expense and recognized ratably over the lease term.
The Company records liabilities for legal obligations associated with the future retirement of buildings and leasehold improvements at fair value when incurred. The assets are increased by the related liability and depreciated over the shorter of the estimated useful life of that asset or the lease term.
Investment Banking and Syndication Fees
Investment banking and syndication fees include fees earned from investment banking, loan syndication and similar capital markets transactions. Previously investment banking, syndication and risk participation fee income were included in merchant banking fees. Risk participation fee income is now included in other, net within noninterest income. All periods have been revised to reflect these classifications within noninterest income.
Income Taxes
The Company files consolidated U.S. federal income tax returns, foreign tax returns and various combined and separate company state income tax returns.
Management evaluates two components of income tax expense: current and deferred. Current income tax expense approximates taxes to be paid or refunded for the current period and includes income tax expense related to the Company's uncertain tax positions. Management determines deferred income taxes using the balance sheet method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and recognizes enacted changes in tax rates and laws in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized subject to management's judgment that realization is more likely than not. A tax position that meets the "more likely than not" recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement. Foreign taxes paid are generally applied as credits to reduce U.S. federal income taxes payable. Interest and penalties are recognized as a component of income tax expense.
Employee Pension and Other Postretirement Benefits
The Company provides a variety of pension and other postretirement benefit plans for eligible employees and retirees. Provisions for the costs of these employee pension and other postretirement benefit plans are accrued and charged to expense when the benefit is earned.
Stock-Based Compensation
The Company grants restricted stock units settled in ADRs representing shares of common stock of the Company's ultimate parent company, MUFG, to employees. Stock-based compensation is measured at fair value on the grant date and is recognized in the Company's results of operations on a straight-line basis over the vesting period. The amortization of stock-based compensation reflects estimated forfeitures adjusted for actual forfeitures experience.
Business Combinations
The Company accounts for all business combinations using the acquisition method of accounting. Assets and liabilities acquired are recorded at fair value at the acquisition date, with the excess of purchase price over the fair value of the net assets acquired (including identifiable intangibles) recorded as goodwill. Management may further adjust the acquisition date fair values for a period of up to one year from the date of acquisition. The recognition at the acquisition date of an allowance for loan losses is not carried over or recorded as of acquisition date, as credit-related factors are incorporated directly into the fair value measurement of the loans. For combinations between entities under common control, assets and liabilities acquired are recorded at book value at the transfer date.
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Recently Issued Accounting Pronouncements
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU 2014-09, 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 ASU 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 ASU requires additional disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to interim and annual periods beginning on January 1, 2018, with early adoption permitted in 2017. The Company plans to apply the modified retrospective method upon adoption on January 1, 2018. As part of our implementation progress to date, we have completed the impact assessment phase and are evaluating potential changes to processes and controls. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the accounting, presentation, and disclosure requirements for certain financial instruments. The ASU requires that all equity investments be recorded at fair value through net income (other than those accounted for under equity method or result in consolidation of the investee); however, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability under the fair value option. The ASU also clarifies that an entity must evaluate the need for a valuation allowance on a deferred tax asset related to available for sale securities in combination with the entity’s other deferred tax assets. In addition, the ASU amends the presentation and disclosure requirements for financial instruments and now requires the use of an exit price notion when measuring the fair value of financial instruments for disclosure purposes. The ASU is effective for interim and annual periods beginning on January 1, 2018, with early adoption permitted for the amendments to the accounting for financial liabilities under the fair value option. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Accounting for Leases
In February 2016, the FASB issued ASU 2016-02, Leases, which will require entities that lease assets (i.e., lessees) to recognize assets and liabilities on their balance sheet for the rights and obligations created by those leases. The accounting by entities that own the assets leased (i.e., lessors) will remain largely unchanged; however, leveraged lease accounting will no longer be permitted for leases that commence after the effective date. The ASU will also require qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. The ASU is effective for interim and annual periods beginning on January 1, 2019 and requires a modified retrospective approach, with early adoption permitted. The Company plans to adopt the ASU on January 1, 2019. Management is currently assessing the impact of this guidance on the Company’s financial position and results of operations. The Company has recently begun the planning phase for this project and management is in the initial stage of policy development and issue identification. During the next quarter, management will evaluate technology solutions and assess accounting for the current lease portfolio under the new ASU.
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships
In March 2016, the FASB issued ASU 2016-05, Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not, in and of itself, require dedesignation of that hedging relationship. However, entities will still need to evaluate whether all other hedge accounting criteria continue to be met. The ASU is effective for interim and annual periods beginning on January 1, 2017, with early adoption permitted. Entities have the option to adopt the new guidance on a prospective basis to new derivative contract novations or on a modified retrospective basis. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Contingent Put and Call Options in Debt Instruments
In March 2016, the FASB issued ASU 2016-06, Contingent Put and Call Options in Debt Instruments, which clarifies the requirements for assessing whether contingent put or call options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. Current guidance indicates that a contingently exercisable put or call option is clearly and closely related to the debt host if it is indexed only to interest rates or credit risk, but was unclear whether the nature of the exercise contingency itself should be considered in this evaluation. The ASU clarifies that an entity would not separately assess whether the contingency itself is indexed only to interest rates or the credit risk of the entity to conclude the option is clearly and closely related. This guidance is effective for interim and annual periods beginning on January 1, 2017, with early adoption permitted. The ASU is required to be applied on a modified retrospective basis to all existing and future debt instruments and an entity will be able to elect the fair value option at transition for the entire debt instrument. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Simplifying the Transition to the Equity Method of Accounting
In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the requirement to apply the equity method of accounting retrospectively when an investor obtains significant influence over an existing investee. The ASU requires that (1) the equity method be applied prospectively from the date significant influence is obtained, and (2) investors add the cost of acquiring the additional interest in the investee to the current basis of their previously held interest. The ASU also provides specific guidance for available-for-sale securities that become eligible for the equity method whereby any unrealized gain or loss recorded within accumulated other comprehensive income must be recognized in earnings on the date the investment initially qualifies for the equity method. The ASU is effective for interim and annual periods beginning on January 1, 2017, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The ASU amends ASU 2014-09, Revenue from Contracts with Customers, with respect to assessing whether an entity is a principal (and thus presents revenue gross) or an agent (and thus presents revenue net). The amendments retain the guidance that the principal in an arrangement controls a good or service before it is transferred to a customer and clarify: (1) that an entity must first identify the specified good or service being provided to the customer; (2) that the unit of account for the principal versus agent assessment is each specified good or service promised in a contract; (3) indicators and examples to help an entity evaluate whether it is the principal; and (4) how to assess whether an entity controls services performed by another party. The ASU is effective upon the adoption of ASU 2014-09, which is effective for periods beginning January 1, 2018, with early adoption permitted in 2017. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
Accounting for Share-Based Payments
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. The ASU requires recognition of any difference between the deduction for tax purposes and compensation cost recognized for financial reporting purposes as income tax expense or benefit in the income statement (as opposed to recognizing certain excess tax benefits in additional paid-in capital). The tax effects of exercised or vested awards are now also required to be treated as discrete items in the reporting period in which they occur (rather than through the annual estimated effective tax rate) and excess tax benefits must be recognized regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits are now classified along with other income tax cash flows as an operating activity, as opposed to a financing activity. With respect to accounting for forfeitures, an entity can now make an accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. Additionally, entities may now partially settle awards in cash up to the maximum statutory tax rates in the applicable jurisdictions, without precluding equity classification of the award (current GAAP allows only up to the minimum statutory withholding requirements). The ASU is effective for interim and annual periods beginning on January 1, 2017, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which provides new guidance on the accounting for credit losses for instruments that are within its scope. For loans and debt securities accounted for at amortized cost, certain off-balance sheet credit exposures, net investments in leases, and trade receivables, the ASU requires an entity to recognize its estimate of credit losses expected over the life of the financial instrument or exposure. Lifetime expected credit losses on purchased financial assets with credit deterioration will be recognized as an allowance with an offset to the cost basis of the asset. For available for sale debt securities, the new standard will require recognition of expected credit losses by recognizing an allowance for credit losses when the fair value of the security is below amortized cost and the recognition of this allowance is limited to the difference between the security’s amortized cost basis and fair value. The ASU is effective for interim and annual periods beginning on January 1, 2020, with early adoption permitted in 2019. Management is currently assessing the impact of the ASU on the Company’s financial position and results of operations.
Classification of Certain Cash Receipts and Cash
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, to address diversity in practice in how certain cash receipts and payments are presented and classified in the statement of cash flows. The ASU is effective for interim and annual periods beginning on January 1, 2018, with early adoption permitted. Management does not expect the adoption of this guidance to have a significant impact on the statement of cash flows.
Income Tax Consequences of Intra-Entity Asset Transfers
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, to improve the accounting for the income tax consequences of intra-entity assets other than inventory. The ASU will require recognition of the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The ASU is effective for interim and annual periods beginning on January 1, 2018, with early adoption permitted. Management does not expect adoption of this guidance to significantly impact the Company's financial position and results of operations.
Interests Held through Related Parties That Are under Common Control
In October 2016, the FASB issued ASU 2016-17, Interests Held through Related Parties That Are under Common Control, which eliminates the requirement that a single decision maker of a variable interest entity treat a common control party’s interests in that entity as if the decision maker holds those interests directly (in their entirety) in determining whether the decision maker is the primary beneficiary and should consolidate the entity.
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
The ASU now requires that the indirect interest held by a related party be considered by the decision maker on a proportionate basis. The decision maker will be subject to a tie-breaker test with the related party (to determine which one of the parties should nonetheless consolidate the entity) in the event (1) its proportionate indirect interests in the entity does not provide it with potentially significant economics, and (2) any portion of the indirect interests are held by a common control party. The ASU is effective for interim and annual periods beginning on January 1, 2017, 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.
Restricted Cash
In November 2016, the FASB issued ASU 2016-18, Restricted Cash, to address diversity in the classification and presentation of changes in restricted cash on the statement of cash flows. The ASU requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and the amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for interim and annual periods beginning on January 1, 2018 using a retrospective transition method. Early adoption is permitted. Management does not expect the adoption of this guidance to have a significant impact on the statement of cash flows.
Clarifying the Definition of a Business
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which specifies when a set of assets and activities constitutes a business. The ASU adds a “screen” to determine when a set is not a business, thus reducing the number of transactions deemed businesses. Specifically, if the fair value of the gross assets acquired is concentrated in a single identifiable asset (or a group of similar identifiable assets), the set is not deemed a business. Otherwise, to be considered a business, a set must include at least one input and a substantive process that together significantly contribute to the ability to create outputs. Although outputs are not required to be a business, the ASU narrows the definition of an output and limits the instances where sets that lack outputs are deemed businesses. The ASU is effective for interim and annual periods prospectively beginning on January 1, 2018, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.
Amendments to SEC Paragraphs Pursuant to Staff Announcements at EITF Meetings
In January 2017, the FASB issued ASU 2017-03, Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. The amendments clarify the SEC staff’s expectations about the extent of disclosures registrants should make about the effects of ASU 2014-09, Revenue from Contracts with Customers, ASU 2016-02, Leases, and ASU 2016-13, Measurement of Credit Losses on Financial Instruments, particularly where the registrant cannot reasonably estimate the ASU’s anticipated impact on the financial statements. The amendments also clarify the SEC staff’s view that the use of the proportional amortization method must be consistently applied and it may not be extended, by analogy, to other investments that are not investments in qualified affordable housing projects. The ASU is effective upon issuance. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.
Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The ASU removes Step 2 of the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments, a goodwill impairment loss will be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The ASU will be effective for MUAH beginning January 1, 2020 on a prospective basis. Early adoption is permitted for any
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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)
impairment tests performed after January 1, 2017. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.
Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of
Nonfinancial Assets
In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets to clarify the scope of ASC 610-20, Other Income - Gains and Losses from Derecognition of Nonfinancial Assets (issued as part of ASU 2014-09), and provide guidance on partial sales of nonfinancial assets. The ASU clarifies that the unit of account under ASU 610-20 is each distinct nonfinancial or in substance nonfinancial asset and that a financial asset that meets the definition of an “in substance nonfinancial asset” is within the scope of ASC 610-20. The ASU eliminates rules specifically addressing sales of real estate and removes exceptions to the financial asset derecognition model. The ASU is effective upon the adoption of ASU 2014-09, which the Company plans to adopt beginning January 1, 2018. It allows an entity use either a retrospective or modified retrospective approach. Management is assessing the impact of this guidance on the Company’s financial position and results of operations.
Note 2—Correction of Prior Period Amounts
During the first quarter of 2016, the Company corrected a prior period error related to the recognition of income associated with two LIHC investment fund structures. This error affected historical periods beginning in 2010 through December 31, 2015. The Company recognized certain noninterest income amounts related to transactions with the two LIHC investment fund structures. These amounts should not have been recorded in earnings until the investments were liquidated or deconsolidated. This error was not material to any of the Company's previously issued financial statements. In accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), the consolidated balance sheets as of December 31, 2015 and the consolidated statements of changes in stockholder's equity for the years ended 2015, 2014 and 2013 have been adjusted to reflect the correction of this error.
The following tables show the affected line items within the consolidated financial statements presented in this Form 10-K:
| December 31, 2015 | ||||||||||||
| (Dollars in millions) | As Previously Reported | Adjustment | As Corrected | |||||||||
| Other assets | $ | 6,527 | $ | 10 | $ | 6,537 | ||||||
| Other liabilities | 2,257 | (6 | ) | 2,251 | ||||||||
| Retained earnings | 9,134 | (18 | ) | 9,116 | ||||||||
| Noncontrolling interests | 181 | 34 | 215 | |||||||||
| December 31, 2014 | ||||||||||||
| (Dollars in millions) | As Previously Reported | Adjustment | As Corrected | |||||||||
| Retained earnings | $ | 8,491 | $ | (18 | ) | $ | 8,473 | |||||
| Noncontrolling interests | 230 | 34 | 264 | |||||||||
| December 31, 2013 | ||||||||||||
| (Dollars in millions) | As Previously Reported | Adjustment | As Corrected | |||||||||
| Retained earnings | $ | 7,699 | $ | (18 | ) | $ | 7,681 | |||||
| Noncontrolling interests | 253 | 34 | 287 | |||||||||
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Note 3—Securities (Continued)
Note 3—Securities
Securities Available for Sale
At December 31, 2016 and 2015, the amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities available for sale are presented below.
| December 31, 2016 | ||||||||||||||||
| (Dollars in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| Asset Liability Management securities: | ||||||||||||||||
| U.S. Treasury | $ | 2,625 | $ | 1 | $ | 121 | $ | 2,505 | ||||||||
| Residential mortgage-backed securities: | ||||||||||||||||
| U.S. government agency and government-sponsored agencies | 6,814 | 3 | 122 | 6,695 | ||||||||||||
| Privately issued | 333 | 1 | 7 | 327 | ||||||||||||
| Privately issued - commercial mortgage-backed securities | 666 | 4 | 6 | 664 | ||||||||||||
| Collateralized loan obligations | 2,219 | 4 | 5 | 2,218 | ||||||||||||
| Other | 7 | — | — | 7 | ||||||||||||
| Asset Liability Management securities | 12,664 | 13 | 261 | 12,416 | ||||||||||||
| Other debt securities: | ||||||||||||||||
| Direct bank purchase bonds | 1,601 | 41 | 29 | 1,613 | ||||||||||||
| Other | 108 | — | 1 | 107 | ||||||||||||
| Equity securities | 5 | — | — | 5 | ||||||||||||
| Total securities available for sale | $ | 14,378 | $ | 54 | $ | 291 | $ | 14,141 | ||||||||
| December 31, 2015 | ||||||||||||||||
| (Dollars in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
| Asset Liability Management securities: | ||||||||||||||||
| U.S. Treasury | $ | 596 | $ | 1 | $ | 3 | $ | 594 | ||||||||
| Residential mortgage-backed securities: | ||||||||||||||||
| U.S. government agency and government-sponsored agencies | 7,298 | 1 | 98 | 7,201 | ||||||||||||
| Privately issued | 150 | 2 | 1 | 151 | ||||||||||||
| Privately issued - commercial mortgage-backed securities | 1,566 | 5 | 25 | 1,546 | ||||||||||||
| Collateralized loan obligations | 3,266 | 1 | 34 | 3,233 | ||||||||||||
| Other | 7 | — | — | 7 | ||||||||||||
| Asset Liability Management securities | 12,883 | 10 | 161 | 12,732 | ||||||||||||
| Other debt securities: | ||||||||||||||||
| Direct bank purchase bonds | 1,549 | 45 | 22 | 1,572 | ||||||||||||
| Other | 47 | — | — | 47 | ||||||||||||
| Equity securities | 6 | 2 | — | 8 | ||||||||||||
| Total securities available for sale | $ | 14,485 | $ | 57 | $ | 183 | $ | 14,359 | ||||||||
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Note 3—Securities (Continued)
The Company's securities available for sale with a continuous unrealized loss position at December 31, 2016 and 2015 are shown below, identified for periods less than 12 months and 12 months or more.
| December 31, 2016 | ||||||||||||||||||||||||
| 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: | ||||||||||||||||||||||||
| U.S. Treasury | $ | 2,257 | $ | 121 | $ | — | $ | — | $ | 2,257 | $ | 121 | ||||||||||||
| Residential mortgage-backed securities: | ||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies | 5,501 | 113 | 667 | 9 | 6,168 | 122 | ||||||||||||||||||
| Privately issued | 249 | 6 | 29 | 1 | 278 | 7 | ||||||||||||||||||
| Privately issued - commercial mortgage-backed securities | 415 | 6 | 11 | — | 426 | 6 | ||||||||||||||||||
| Collateralized loan obligations | 75 | — | 1,077 | 5 | 1,152 | 5 | ||||||||||||||||||
| Other | — | — | 1 | — | 1 | — | ||||||||||||||||||
| Asset Liability Management securities | 8,497 | 246 | 1,785 | 15 | 10,282 | 261 | ||||||||||||||||||
| Other debt securities: | ||||||||||||||||||||||||
| Direct bank purchase bonds | 386 | 12 | 499 | 17 | 885 | 29 | ||||||||||||||||||
| Other | 36 | 1 | — | — | 36 | 1 | ||||||||||||||||||
| Equity securities | — | — | 5 | — | 5 | — | ||||||||||||||||||
| Total securities available for sale | $ | 8,919 | $ | 259 | $ | 2,289 | $ | 32 | $ | 11,208 | $ | 291 | ||||||||||||
| December 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: | ||||||||||||||||||||||||
| U.S. Treasury | $ | 295 | $ | 3 | $ | — | $ | — | $ | 295 | $ | 3 | ||||||||||||
| Residential mortgage-backed securities: | ||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies | 4,692 | 57 | 2,278 | 41 | 6,970 | 98 | ||||||||||||||||||
| Privately issued | 39 | — | 38 | 1 | 77 | 1 | ||||||||||||||||||
| Privately issued - commercial mortgage-backed securities | 1,154 | 24 | 65 | 1 | 1,219 | 25 | ||||||||||||||||||
| Collateralized loan obligations | 1,497 | 11 | 1,290 | 23 | 2,787 | 34 | ||||||||||||||||||
| Asset Liability Management securities | 7,677 | 95 | 3,671 | 66 | 11,348 | 161 | ||||||||||||||||||
| Other debt securities: | ||||||||||||||||||||||||
| Direct bank purchase bonds | 157 | 4 | 686 | 18 | 843 | 22 | ||||||||||||||||||
| Other | 2 | — | — | — | 2 | — | ||||||||||||||||||
| Equity securities | — | — | 5 | — | 5 | — | ||||||||||||||||||
| Total securities available for sale | $ | 7,836 | $ | 99 | $ | 4,362 | $ | 84 | $ | 12,198 | $ | 183 | ||||||||||||
At December 31, 2016, 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 December 31, 2016, the Company expects to recover the entire amortized cost
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Note 3—Securities (Continued)
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.
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 December 31, 2016, 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 December 31, 2016, 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 estimates 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 December 31, 2016, 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.
| December 31, 2016 | ||||||||||||||||||||
| (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 | $ | — | $ | 345 | $ | 2,160 | $ | — | $ | 2,505 | ||||||||||
| Residential mortgage-backed securities: | ||||||||||||||||||||
| U.S. government agency and government-sponsored agencies | — | 11 | 324 | 6,360 | 6,695 | |||||||||||||||
| Privately issued | — | 1 | — | 326 | 327 | |||||||||||||||
| Privately issued - commercial mortgage-backed securities | — | — | — | 664 | 664 | |||||||||||||||
| Collateralized loan obligations | — | — | 1,369 | 849 | 2,218 | |||||||||||||||
| Other | 1 | 1 | 5 | — | 7 | |||||||||||||||
| Asset Liability Management securities | 1 | 358 | 3,858 | 8,199 | 12,416 | |||||||||||||||
| Other debt securities: | ||||||||||||||||||||
| Direct bank purchase bonds | 4 | 369 | 816 | 424 | 1,613 | |||||||||||||||
| Other | — | 82 | — | 25 | 107 | |||||||||||||||
| Total debt securities available for sale | $ | 5 | $ | 809 | $ | 4,674 | $ | 8,648 | $ | 14,136 | ||||||||||
109
Note 3—Securities (Continued)
The gross realized gains and losses from sales of available for sale securities for the years ended December 31, 2016, 2015 and 2014 are shown below. The specific identification method is used to calculate realized gains and losses on sales.
| For the Year Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Gross realized gains | $ | 69 | $ | 20 | $ | 18 | ||||||
| Gross realized losses | — | 1 | — | |||||||||
Securities Held to Maturity
At December 31, 2016 and 2015, the amortized cost, gross unrealized gains and losses recognized in OCI, carrying amount, gross unrealized gains and losses not recognized in OCI, and fair values of securities held to maturity are presented below. Management has asserted the positive intent and ability to hold these securities to maturity.
| December 31, 2016 | ||||||||||||||||||||||||||||
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 | $ | 492 | $ | — | $ | — | $ | 492 | $ | 5 | $ | — | $ | 497 | ||||||||||||||
| U.S. government agency and government-sponsored agencies - residential mortgage-backed securities | 8,301 | 3 | 41 | 8,263 | 34 | 96 | 8,201 | |||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 1,645 | — | 63 | 1,582 | 43 | 7 | 1,618 | |||||||||||||||||||||
| Total securities held to maturity | $ | 10,438 | $ | 3 | $ | 104 | $ | 10,337 | $ | 82 | $ | 103 | $ | 10,316 | ||||||||||||||
| December 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 | $ | 489 | $ | — | $ | — | $ | 489 | $ | 4 | $ | — | $ | 493 | ||||||||||||||
| U.S. government-sponsored agencies | 220 | — | — | 220 | — | 4 | 216 | |||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - residential mortgage-backed securities | 7,831 | 4 | 53 | 7,782 | 49 | 41 | 7,790 | |||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 1,740 | — | 73 | 1,667 | 46 | 5 | 1,708 | |||||||||||||||||||||
| Total securities held to maturity | $ | 10,280 | $ | 4 | $ | 126 | $ | 10,158 | $ | 99 | $ | 50 | $ | 10,207 | ||||||||||||||
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. The carrying amount is the sum of the amortized cost and the amount recognized in OCI. The amount recognized in OCI primarily reflects the unrealized gain or loss at date of transfer from available for sale to the held to maturity classification, net of amortization, which is recorded in interest income on securities.
110
Note 3—Securities (Continued)
The Company's securities held to maturity with a continuous unrealized loss position at December 31, 2016 and 2015 are shown below, separately for periods less than 12 months and 12 months or more.
| December 31, 2016 | ||||||||||||||||||||||||||||||||||||
| 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. Treasury | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
| U.S. government-sponsored agencies | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies—residential mortgage backed securities | 4,492 | — | 92 | 1,386 | 41 | 4 | 5,878 | 41 | 96 | |||||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 111 | — | 1 | 1,448 | 63 | 6 | 1,559 | 63 | 7 | |||||||||||||||||||||||||||
| Total securities held to maturity | $ | 4,603 | $ | — | $ | 93 | $ | 2,834 | $ | 104 | $ | 10 | $ | 7,437 | $ | 104 | $ | 103 | ||||||||||||||||||
| December 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 | $ | 196 | $ | — | $ | 4 | $ | — | $ | — | $ | — | $ | 196 | $ | — | $ | 4 | ||||||||||||||||||
| U.S. government agency and government-sponsored agencies - residential mortgage-backed securities | 3,297 | — | 39 | 1,705 | 53 | 2 | 5,002 | 53 | 41 | |||||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 197 | — | 1 | 1,428 | 73 | 4 | 1,625 | 73 | 5 | |||||||||||||||||||||||||||
| Total securities held to maturity | $ | 3,690 | $ | — | $ | 44 | $ | 3,133 | $ | 126 | $ | 6 | $ | 6,823 | $ | 126 | $ | 50 | ||||||||||||||||||
111
Note 3—Securities (Continued)
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.
| December 31, 2016 | ||||||||||||||||||||||||||||||||
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 | $ | 492 | $ | 497 | $ | — | $ | — | $ | — | $ | — | $ | 492 | $ | 497 | ||||||||||||||||
| U.S. government agency and government-sponsored agencies - residential mortgage-backed securities | 50 | 50 | 109 | 111 | 8,104 | 8,040 | 8,263 | 8,201 | ||||||||||||||||||||||||
| U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities | 49 | 50 | 806 | 838 | 727 | 730 | 1,582 | 1,618 | ||||||||||||||||||||||||
| Total securities held to maturity | $ | 591 | $ | 597 | $ | 915 | $ | 949 | $ | 8,831 | $ | 8,770 | $ | 10,337 | $ | 10,316 | ||||||||||||||||
Securities Pledged and Received as Collateral
At December 31, 2016 and December 31, 2015, the Company pledged $12.1 billion and $5.4 billion, respectively, of available for sale and trading securities as collateral, of which $1.3 billion and $0.6 billion, respectively, was permitted to be sold or repledged. These securities were pledged as collateral for derivative liability positions, securities loaned or sold under repurchase agreements, short term borrowings and to secure public and trust department deposits.
At December 31, 2016 and December 31, 2015, the Company received $31.6 billion and $37.0 billion, respectively, of collateral, of which $31.6 billion and $37.0 billion, respectively, was permitted to be sold or repledged. Of the collateral received, the Company sold or repledged $30.5 billion and $35.6 billion at December 31, 2016 and December 31, 2015, respectively, for derivative asset positions and securities borrowed or purchased under resale agreements.
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" of this Form 10-K.
112
Note 4—Loans and Allowance for Loan Losses
The following table provides the outstanding balances of loans at December 31, 2016 and 2015.
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Loans held for investment: | ||||||||
| Commercial and industrial | $ | 25,337 | $ | 30,214 | ||||
| Commercial mortgage | 14,547 | 13,904 | ||||||
| Construction | 2,283 | 2,297 | ||||||
| Lease financing | 1,819 | 1,911 | ||||||
| Total commercial portfolio | 43,986 | 48,326 | ||||||
| Residential mortgage | 29,836 | 27,344 | ||||||
| Home equity and other consumer loans | 3,492 | 3,251 | ||||||
| Total consumer portfolio | 33,328 | 30,595 | ||||||
| Total loans held for investment, before purchased credit-impaired loans | 77,314 | 78,921 | ||||||
Purchased credit-impaired loans(1) | 237 | 336 | ||||||
Total loans held for investment(2) | 77,551 | 79,257 | ||||||
| Allowance for loan losses | (639 | ) | (723 | ) | ||||
| Loans held for investment, net | $ | 76,912 | $ | 78,534 | ||||
| (1) | Includes $11 million and $19 million as of December 31, 2016 and December 31, 2015, 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 $180 million and $102 million at December 31, 2016 and December 31, 2015, respectively, for net unamortized (discounts)
and premiums and deferred (fees) and costs.
Allowance for Loan Losses
The following tables provide a reconciliation of changes in the allowance for loan losses by portfolio segment:
| For the Year Ended December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | Commercial | Consumer | Purchased Credit- Impaired | Unallocated | Total | |||||||||||||||
| Allowance for loan losses, beginning of period | $ | 653 | $ | 49 | $ | 1 | $ | 20 | $ | 723 | ||||||||||
| (Reversal of) provision for loan losses | 132 | 44 | 2 | (20 | ) | 158 | ||||||||||||||
| Other | 2 | — | — | — | 2 | |||||||||||||||
| Loans charged-off | (259 | ) | (12 | ) | — | — | (271 | ) | ||||||||||||
| Recoveries of loans previously charged-off | 24 | 2 | 1 | — | 27 | |||||||||||||||
| Allowance for loan losses, end of period | $ | 552 | $ | 83 | $ | 4 | $ | — | $ | 639 | ||||||||||
| For the Year Ended December 31, 2015 | ||||||||||||||||||||
| (Dollars in millions) | Commercial | Consumer | Purchased Credit- Impaired | Unallocated | Total | |||||||||||||||
| Allowance for loan losses, beginning of period | $ | 468 | $ | 49 | $ | 3 | $ | 20 | $ | 540 | ||||||||||
| (Reversal of) provision for loan losses | 198 | 6 | 9 | — | 213 | |||||||||||||||
| Other | (2 | ) | — | — | — | (2 | ) | |||||||||||||
| Loans charged-off | (28 | ) | (8 | ) | (12 | ) | — | (48 | ) | |||||||||||
| Recoveries of loans previously charged-off | 17 | 2 | 1 | — | 20 | |||||||||||||||
| Allowance for loan losses, end of period | $ | 653 | $ | 49 | $ | 1 | $ | 20 | $ | 723 | ||||||||||
113
Note 4—Loans and Allowance for Loan Losses (Continued)
| For the Year Ended December 31, 2014 | ||||||||||||||||||||
| (Dollars in millions) | Commercial | Consumer | Purchased Credit- Impaired | Unallocated | Total | |||||||||||||||
| Allowance for loan losses, beginning of period | $ | 422 | $ | 69 | $ | 1 | $ | 77 | $ | 569 | ||||||||||
| (Reversal of) provision for loan losses | 54 | (13 | ) | 2 | (57 | ) | (14 | ) | ||||||||||||
| Other | (3 | ) | — | — | — | (3 | ) | |||||||||||||
| Loans charged-off | (38 | ) | (11 | ) | (1 | ) | — | (50 | ) | |||||||||||
| Recoveries of loans previously charged-off | 33 | 4 | 1 | — | 38 | |||||||||||||||
| Allowance for loan losses, end of period | $ | 468 | $ | 49 | $ | 3 | $ | 20 | $ | 540 | ||||||||||
The following tables show the allowance for loan losses and related loan balances by portfolio segment as of December 31, 2016 and 2015.
| December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | Commercial | Consumer | Purchased Credit- Impaired | Unallocated | Total | |||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||
| Individually evaluated for impairment | $ | 147 | $ | 17 | $ | — | $ | — | $ | 164 | ||||||||||
| Collectively evaluated for impairment | 405 | 66 | — | — | 471 | |||||||||||||||
| Purchased credit-impaired loans | — | — | 4 | — | 4 | |||||||||||||||
| Total allowance for loan losses | $ | 552 | $ | 83 | $ | 4 | $ | — | $ | 639 | ||||||||||
| Loans held for investment: | ||||||||||||||||||||
| Individually evaluated for impairment | $ | 516 | $ | 269 | $ | 1 | $ | — | $ | 786 | ||||||||||
| Collectively evaluated for impairment | 43,470 | 33,059 | — | — | 76,529 | |||||||||||||||
| Purchased credit-impaired loans | — | — | 236 | — | 236 | |||||||||||||||
| Total loans held for investment | $ | 43,986 | $ | 33,328 | $ | 237 | $ | — | $ | 77,551 | ||||||||||
| December 31, 2015 | ||||||||||||||||||||
| (Dollars in millions) | Commercial | Consumer | Purchased Credit- Impaired | Unallocated | Total | |||||||||||||||
| Allowance for loan losses: | ||||||||||||||||||||
| Individually evaluated for impairment | $ | 101 | $ | 13 | $ | — | $ | — | $ | 114 | ||||||||||
| Collectively evaluated for impairment | 552 | 36 | — | 20 | 608 | |||||||||||||||
| Purchased credit-impaired loans | — | — | 1 | — | 1 | |||||||||||||||
| Total allowance for loan losses | $ | 653 | $ | 49 | $ | 1 | $ | 20 | $ | 723 | ||||||||||
| Loans held for investment: | ||||||||||||||||||||
| Individually evaluated for impairment | $ | 525 | $ | 307 | $ | 1 | $ | — | $ | 833 | ||||||||||
| Collectively evaluated for impairment | 47,801 | 30,288 | — | — | 78,089 | |||||||||||||||
| Purchased credit-impaired loans | — | — | 335 | — | 335 | |||||||||||||||
| Total loans held for investment | $ | 48,326 | $ | 30,595 | $ | 336 | $ | — | $ | 79,257 | ||||||||||
114
Note 4—Loans and Allowance for Loan Losses (Continued)
Nonaccrual and Past Due Loans
The following table presents nonaccrual loans as of December 31, 2016 and 2015.
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Commercial and industrial | $ | 457 | $ | 284 | ||||
| Commercial mortgage | 31 | 37 | ||||||
| Total commercial portfolio | 488 | 321 | ||||||
| Residential mortgage | 171 | 190 | ||||||
| Home equity and other consumer loans | 26 | 35 | ||||||
| Total consumer portfolio | 197 | 225 | ||||||
| Total nonaccrual loans, before purchased credit-impaired loans | 685 | 546 | ||||||
| Purchased credit-impaired loans | 4 | 6 | ||||||
| Total nonaccrual loans | $ | 689 | $ | 552 | ||||
| Troubled debt restructured loans that continue to accrue interest | $ | 215 | $ | 413 | ||||
| Troubled debt restructured nonaccrual loans (included in total nonaccrual loans above) | $ | 384 | $ | 409 | ||||
The following tables show an aging of the balance of loans held for investment, excluding PCI loans, by class as of December 31, 2016 and 2015.
| December 31, 2016 | ||||||||||||||||||||
| 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 | $ | 27,049 | $ | 53 | $ | 54 | $ | 107 | $ | 27,156 | ||||||||||
| Commercial mortgage | 14,503 | 33 | 11 | 44 | 14,547 | |||||||||||||||
| Construction | 2,283 | — | — | — | 2,283 | |||||||||||||||
| Total commercial portfolio | 43,835 | 86 | 65 | 151 | 43,986 | |||||||||||||||
| Residential mortgage | 29,691 | 104 | 41 | 145 | 29,836 | |||||||||||||||
| Home equity and other consumer loans | 3,450 | 26 | 16 | 42 | 3,492 | |||||||||||||||
| Total consumer portfolio | 33,141 | 130 | 57 | 187 | 33,328 | |||||||||||||||
| Total loans held for investment, excluding purchased credit-impaired loans | $ | 76,976 | $ | 216 | $ | 122 | $ | 338 | $ | 77,314 | ||||||||||
| December 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 | $ | 32,104 | $ | 15 | $ | 6 | $ | 21 | $ | 32,125 | ||||||||||
| Commercial mortgage | 13,880 | 17 | 7 | 24 | 13,904 | |||||||||||||||
| Construction | 2,292 | 5 | — | 5 | 2,297 | |||||||||||||||
| Total commercial portfolio | 48,276 | 37 | 13 | 50 | 48,326 | |||||||||||||||
| Residential mortgage | 27,206 | 92 | 46 | 138 | 27,344 | |||||||||||||||
| Home equity and other consumer loans | 3,225 | 14 | 12 | 26 | 3,251 | |||||||||||||||
| Total consumer portfolio | 30,431 | 106 | 58 | 164 | 30,595 | |||||||||||||||
| Total loans held for investment, excluding purchased credit-impaired loans | $ | 78,707 | $ | 143 | $ | 71 | $ | 214 | $ | 78,921 | ||||||||||
Loans 90 days or more past due and still accruing totaled $10 million and $2 million at December 31, 2016 and 2015, respectively. PCI loans that were 90 days or more past due and still accruing totaled $13 million and $16 million at December 31, 2016 and 2015.
115
Note 4—Loans and Allowance for Loan Losses (Continued)
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. Loans within the commercial portfolio segment are classified as either pass or criticized. Criticized credits are those that are internally risk rated as special mention, substandard or doubtful. Special mention credits are potentially weak, as the borrower has begun to exhibit deteriorating trends, which, if not corrected, may jeopardize repayment of the loan and result in further downgrade. Adversely classified credits are those that are internally risk rated 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.
The following tables summarize the loans in the commercial portfolio segment and commercial loans outstanding within the PCI loans segment monitored for credit quality based on internal ratings. The amounts presented reflect unpaid principal balances less charge-offs.
| December 31, 2016 | ||||||||||||||||
| Criticized | ||||||||||||||||
| (Dollars in millions) | Pass | Special Mention | Classified | Total | ||||||||||||
| Commercial and industrial | $ | 25,028 | $ | 860 | $ | 1,087 | $ | 26,975 | ||||||||
| Commercial mortgage | 14,121 | 157 | 160 | 14,438 | ||||||||||||
| Construction | 2,162 | 121 | — | 2,283 | ||||||||||||
| Total commercial portfolio | 41,311 | 1,138 | 1,247 | 43,696 | ||||||||||||
| Purchased credit-impaired loans | 31 | 4 | 38 | 73 | ||||||||||||
| Total | $ | 41,342 | $ | 1,142 | $ | 1,285 | $ | 43,769 | ||||||||
| December 31, 2015 | ||||||||||||||||
| Criticized | ||||||||||||||||
| (Dollars in millions) | Pass | Special Mention | Classified | Total | ||||||||||||
| Commercial and industrial | $ | 29,836 | $ | 844 | $ | 1,283 | $ | 31,963 | ||||||||
| Commercial mortgage | 13,470 | 139 | 149 | 13,758 | ||||||||||||
| Construction | 2,240 | 57 | — | 2,297 | ||||||||||||
| Total commercial portfolio | 45,546 | 1,040 | 1,432 | 48,018 | ||||||||||||
| Purchased credit-impaired loans | 40 | 12 | 61 | 113 | ||||||||||||
| Total | $ | 45,586 | $ | 1,052 | $ | 1,493 | $ | 48,131 | ||||||||
At December 31, 2016 and December 31, 2015, the commercial portfolio included $1.1 billion and $1.2 billion, respectively, in criticized loans within the oil and gas industry sector of the portfolio. Criticized loans include both special mention and classified loans.
The Company monitors the credit quality of its consumer portfolio segment and consumer loans within the PCI loans segment based primarily on payment status. The following tables summarize the loans in the consumer portfolio segment and PCI loans segment, which excludes $11 million and $19 million of loans covered by FDIC loss share agreements, at December 31, 2016 and 2015, respectively.
116
Note 4—Loans and Allowance for Loan Losses (Continued)
| December 31, 2016 | ||||||||||||
| (Dollars in millions) | Accrual | Nonaccrual | Total | |||||||||
| Residential mortgage | $ | 29,665 | $ | 171 | $ | 29,836 | ||||||
| Home equity and other consumer loans | 3,466 | 26 | 3,492 | |||||||||
| Total consumer portfolio | 33,131 | 197 | 33,328 | |||||||||
| Purchased credit-impaired loans | 105 | — | 105 | |||||||||
| Total | $ | 33,236 | $ | 197 | $ | 33,433 | ||||||
| December 31, 2015 | ||||||||||||
| (Dollars in millions) | Accrual | Nonaccrual | Total | |||||||||
| Residential mortgage | $ | 27,154 | $ | 190 | $ | 27,344 | ||||||
| Home equity and other consumer loans | 3,216 | 35 | 3,251 | |||||||||
| Total consumer portfolio | 30,370 | 225 | 30,595 | |||||||||
| Purchased credit-impaired loans | 148 | — | 148 | |||||||||
| Total | $ | 30,518 | $ | 225 | $ | 30,743 | ||||||
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 PCI loans segment monitored for credit quality based on refreshed FICO scores and refreshed LTV ratios at December 31, 2016 and 2015. These tables exclude loans covered by FDIC loss share agreements, as discussed above. The amounts presented reflect unpaid principal balances less partial charge-offs.
| December 31, 2016 | ||||||||||||||||
| FICO scores | ||||||||||||||||
| (Dollars in millions) | 720 and Above | Below 720 | No FICO Available(1) | Total | ||||||||||||
| Residential mortgage | $ | 23,564 | $ | 5,559 | $ | 436 | $ | 29,559 | ||||||||
| Home equity and other consumer loans | 2,363 | 962 | 110 | 3,435 | ||||||||||||
| Total consumer portfolio | 25,927 | 6,521 | 546 | 32,994 | ||||||||||||
| Purchased credit-impaired loans | 43 | 53 | 9 | 105 | ||||||||||||
| Total | $ | 25,970 | $ | 6,574 | $ | 555 | $ | 33,099 | ||||||||
| Percentage of total | 78 | % | 20 | % | 2 | % | 100 | % | ||||||||
| (1) | Represents loans for which management was not able to obtain an updated FICO score (e.g., due to recent profile changes). |
117
Note 4—Loans and Allowance for Loan Losses (Continued)
| December 31, 2015 | ||||||||||||||||
| FICO scores | ||||||||||||||||
| (Dollars in millions) | 720 and Above | Below 720 | No FICO Available(1) | Total | ||||||||||||
| Residential mortgage | $ | 21,209 | $ | 5,412 | $ | 488 | $ | 27,109 | ||||||||
| Home equity and other consumer loans | 2,276 | 818 | 85 | 3,179 | ||||||||||||
| Total consumer portfolio | 23,485 | 6,230 | 573 | 30,288 | ||||||||||||
| Purchased credit-impaired loans | 60 | 76 | 12 | 148 | ||||||||||||
| Total | $ | 23,545 | $ | 6,306 | $ | 585 | $ | 30,436 | ||||||||
| 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). |
| December 31, 2016 | ||||||||||||||||||||
| 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 | $ | 28,479 | $ | 1,023 | $ | 13 | $ | 44 | $ | 29,559 | ||||||||||
| Home equity loans | 2,136 | 205 | 41 | 43 | 2,425 | |||||||||||||||
| Total consumer portfolio | 30,615 | 1,228 | 54 | 87 | 31,984 | |||||||||||||||
| Purchased credit-impaired loans | 92 | 8 | 3 | 1 | 104 | |||||||||||||||
| Total | $ | 30,707 | $ | 1,236 | $ | 57 | $ | 88 | $ | 32,088 | ||||||||||
| Percentage of total | 96 | % | 4 | % | — | % | — | % | 100 | % | ||||||||||
| (1) | Represents loans for which management was not able to obtain refreshed property values. |
| December 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 | $ | 26,143 | $ | 804 | $ | 52 | $ | 110 | $ | 27,109 | ||||||||||
| Home equity loans | 2,190 | 217 | 83 | 55 | 2,545 | |||||||||||||||
| Total consumer portfolio | 28,333 | 1,021 | 135 | 165 | 29,654 | |||||||||||||||
| Purchased credit-impaired loans | 106 | 32 | 9 | — | 147 | |||||||||||||||
| Total | $ | 28,439 | $ | 1,053 | $ | 144 | $ | 165 | $ | 29,801 | ||||||||||
| Percentage of total | 95 | % | 4 | % | — | % | 1 | % | 100 | % | ||||||||||
| (1) | Represents loans for which management was not able to obtain refreshed property values. |
Troubled Debt Restructurings
The following table provides a summary of the Company's recorded investment in TDRs as of December 31, 2016 and 2015. The summary includes those TDRs that are on nonaccrual status and those that continue to accrue interest. The Company had $59 million and $98 million in commitments to lend additional funds to borrowers with loan modifications classified as TDRs as of December 31, 2016 and 2015, respectively.
118
Note 4—Loans and Allowance for Loan Losses (Continued)
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Commercial and industrial | $ | 321 | $ | 499 | ||||
| Commercial mortgage | 9 | 16 | ||||||
| Total commercial portfolio | 330 | 515 | ||||||
| Residential mortgage | 239 | 276 | ||||||
| Home equity and other consumer loans | 30 | 31 | ||||||
| Total consumer portfolio | 269 | 307 | ||||||
| Total restructured loans, excluding purchased credit-impaired loans | $ | 599 | $ | 822 | ||||
In 2016, 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. Charge-offs related to TDR modifications in the year ended December 31, 2016 and December 31, 2015 were de minimis. 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 years ended December 31, 2016 and 2015.
| For the Year Ended December 31, 2016 | For the Year Ended December 31, 2015 | |||||||||||||||
| (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 | $ | 327 | $ | 326 | $ | 495 | $ | 495 | ||||||||
| Commercial mortgage | 10 | 10 | 9 | 9 | ||||||||||||
| Total commercial portfolio | 337 | 336 | 504 | 504 | ||||||||||||
| Residential mortgage | 11 | 11 | 18 | 18 | ||||||||||||
| Home equity and other consumer loans | 5 | 5 | 7 | 7 | ||||||||||||
| Total consumer portfolio | 16 | 16 | 25 | 25 | ||||||||||||
| Total | $ | 353 | $ | 352 | $ | 529 | $ | 529 | ||||||||
| (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. |
The following table provides the recorded investment amounts of TDRs at the date of default, for which there was a payment default during the years ended December 31, 2016 and 2015, 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.
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Commercial and industrial | $ | 57 | $ | 25 | ||||
| Commercial mortgage | — | 3 | ||||||
| Total commercial portfolio | 57 | 28 | ||||||
| Residential mortgage | 4 | 4 | ||||||
| Home equity and other consumer loans | 2 | — | ||||||
| Total consumer portfolio | 6 | 4 | ||||||
| Total | $ | 63 | $ | 32 | ||||
119
Note 4—Loans and Allowance for Loan Losses (Continued)
For loans in the consumer portfolio in which impairment is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate, historical payment defaults and the propensity to redefault are some of the factors considered when determining the allowance for loan losses.
Loan Impairment
Loans that are individually evaluated for impairment include larger nonaccruing loans within the commercial and industrial, construction, and 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 December 31, 2016 and 2015.
| December 31, 2016 | ||||||||||||||||||||||||
| 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 | $ | 463 | $ | 36 | $ | 499 | $ | 146 | $ | 552 | $ | 54 | ||||||||||||
| Commercial mortgage | 8 | 9 | 17 | 1 | 8 | 9 | ||||||||||||||||||
| Total commercial portfolio | 471 | 45 | 516 | 147 | 560 | 63 | ||||||||||||||||||
| Residential mortgage | 164 | 75 | 239 | 17 | 178 | 89 | ||||||||||||||||||
| Home equity and other consumer loans | 10 | 20 | 30 | — | 11 | 30 | ||||||||||||||||||
| Total consumer portfolio | 174 | 95 | 269 | 17 | 189 | 119 | ||||||||||||||||||
| Total, excluding purchased credit-impaired loans | 645 | 140 | 785 | 164 | 749 | 182 | ||||||||||||||||||
| Purchased credit-impaired loans | 1 | — | 1 | — | 1 | — | ||||||||||||||||||
| Total | $ | 646 | $ | 140 | $ | 786 | $ | 164 | $ | 750 | $ | 182 | ||||||||||||
| December 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 | $ | 363 | $ | 142 | $ | 505 | $ | 100 | $ | 377 | $ | 144 | ||||||||||||
| Commercial mortgage | 14 | 6 | 20 | 1 | 15 | 9 | ||||||||||||||||||
| Total commercial portfolio | 377 | 148 | 525 | 101 | 392 | 153 | ||||||||||||||||||
| Residential mortgage | 183 | 93 | 276 | 13 | 199 | 109 | ||||||||||||||||||
| Home equity and other consumer loans | 9 | 22 | 31 | — | 10 | 35 | ||||||||||||||||||
| Total consumer portfolio | 192 | 115 | 307 | 13 | 209 | 144 | ||||||||||||||||||
| Total, excluding purchased credit-impaired loans | 569 | 263 | 832 | 114 | 601 | 297 | ||||||||||||||||||
| Purchased credit-impaired loans | 1 | — | 1 | — | 1 | — | ||||||||||||||||||
| Total | $ | 570 | $ | 263 | $ | 833 | $ | 114 | $ | 602 | $ | 297 | ||||||||||||
120
Note 4—Loans and Allowance for Loan Losses (Continued)
The following table presents the average recorded investment in impaired loans and the amount of interest income recognized for impaired loans during 2016, 2015 and 2014 for the commercial, consumer and PCI loans portfolio segments.
| Years Ended December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||||||||||||||
| (Dollars in millions) | Average Recorded Investment | Recognized Interest Income | Average Recorded Investment | Recognized Interest Income | Average Recorded Investment | Recognized Interest Income | ||||||||||||||||||
| Commercial and industrial | $ | 530 | $ | 4 | $ | 241 | $ | 6 | $ | 188 | $ | 5 | ||||||||||||
| Commercial mortgage | 17 | 1 | 28 | 1 | 36 | 2 | ||||||||||||||||||
| Construction | — | — | — | — | — | — | ||||||||||||||||||
| Total commercial portfolio | 547 | 5 | 269 | 7 | 224 | 7 | ||||||||||||||||||
| Residential mortgage | 258 | 8 | 294 | 9 | 310 | 10 | ||||||||||||||||||
| Home equity and other consumer loans | 31 | 2 | 30 | 2 | 27 | 2 | ||||||||||||||||||
| Total consumer portfolio | 289 | 10 | 324 | 11 | 337 | 12 | ||||||||||||||||||
| Total, excluding purchased credit-impaired loans | 836 | 15 | 593 | 18 | 561 | 19 | ||||||||||||||||||
| Purchased credit-impaired loans | 1 | — | 2 | — | 2 | — | ||||||||||||||||||
| Total | $ | 837 | $ | 15 | $ | 595 | $ | 18 | $ | 563 | $ | 19 | ||||||||||||
The following table presents loan transfers from held to investment to held for sale and proceeds from sales of loans during 2016, 2015 and 2014 for the commercial and consumer loans portfolio segments.
| Years Ended December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | 2014 | ||||||||||||||||||||||
| (Dollars in millions) | Transfer of loans from held for investment to held for sale, net | Proceeds from sale | Transfer of loans from held for investment to held for sale, net | Proceeds from sale | Transfer of loans from held for investment to held for sale, net | Proceeds from sale | ||||||||||||||||||
| Commercial portfolio | $ | 1,632 | $ | 1,182 | $ | 397 | $ | 511 | $ | 203 | $ | 292 | ||||||||||||
| Consumer portfolio | 344 | 344 | 810 | 827 | — | — | ||||||||||||||||||
| Total | $ | 1,976 | $ | 1,526 | $ | 1,207 | $ | 1,338 | $ | 203 | $ | 292 | ||||||||||||
Loans Acquired in Business Combinations
The Company accounts for certain loans acquired in business combinations in accordance with accounting guidance related to loans acquired with deteriorated credit quality (PCI loans). The following table presents the outstanding balances and carrying amounts of the Company's PCI loans at December 31, 2016 and 2015.
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Total outstanding balance | $ | 393 | $ | 567 | ||||
| Carrying amount | 233 | 330 | ||||||
121
Note 4—Loans and Allowance for Loan Losses (Continued)
The accretable yield for PCI loans for the years ended December 31, 2016, 2015, and 2014 was as follows:
| For the Year Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Accretable yield, beginning of period | $ | 195 | $ | 288 | $ | 378 | ||||||
| Additions | — | — | — | |||||||||
| Accretion | (96 | ) | (151 | ) | (268 | ) | ||||||
| Reclassifications from nonaccretable difference during the period | 55 | 58 | 178 | |||||||||
| Accretable yield, end of period | $ | 154 | $ | 195 | $ | 288 | ||||||
Loan Concentrations
The Company's most significant concentrations of credit risk within its loan portfolio include residential mortgage loans, commercial real estate loans, and commercial and industrial loans made to the financial and insurance industry, power and utilities industry, oil and gas industry, and manufacturing industry. At December 31, 2016, the Company had $29.8 billion in residential mortgage loans, primarily in California. The Company had $16.4 billion in loans made to the commercial real estate industry and an additional $5.1 billion in unfunded commitments. At December 31, 2016, the Company had $4.8 billion in loans made to the financial and insurance industry and an additional $5.2 billion in unfunded commitments. At December 31, 2016, the Company had $4.1 billion in loans made to the power and utilities industry and an additional $6.1 billion in unfunded commitments. At December 31, 2016, the Company had $2.0 billion in loans made to the oil and gas industry and an additional $2.3 billion in unfunded commitments. At December 31, 2016, the Company had $4.0 billion in loans made to the manufacturing industry and an additional $3.2 billion in unfunded commitments.
Note 5—Premises and Equipment and Other Assets
Premises and Equipment
Premises and equipment are carried at cost, less accumulated depreciation and amortization. As of December 31, 2016 and 2015, the amounts were as follows:
| December 31, | ||||||||||||||||||||||||
| 2016 | 2015 | |||||||||||||||||||||||
| (Dollars in millions) | Cost | Accumulated Depreciation and Amortization | Net Book Value | Cost | Accumulated Depreciation and Amortization | Net Book Value | ||||||||||||||||||
| Land | $ | 120 | $ | — | $ | 120 | $ | 140 | $ | — | $ | 140 | ||||||||||||
| Premises | 473 | (275 | ) | 198 | 599 | (341 | ) | 258 | ||||||||||||||||
| Leasehold improvements | 405 | (255 | ) | 150 | 357 | (239 | ) | 118 | ||||||||||||||||
| Furniture, fixtures and equipment | 637 | (514 | ) | 123 | 688 | (560 | ) | 128 | ||||||||||||||||
| Total | $ | 1,635 | $ | (1,044 | ) | $ | 591 | $ | 1,784 | $ | (1,140 | ) | $ | 644 | ||||||||||
Rental, depreciation and amortization expenses were as follows:
| For the Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Rental expense of premises | $ | 128 | $ | 134 | $ | 120 | ||||||
| Less: rental income | 15 | 24 | 9 | |||||||||
| Net rental expense | $ | 113 | $ | 110 | $ | 111 | ||||||
| Depreciation and amortization of premises and equipment | $ | 92 | $ | 99 | $ | 105 | ||||||
122
Note 5—Premises and Equipment and Other Assets (Continued)
Future minimum lease payments at December 31, 2016 were as follows:
| (Dollars in millions) | 2016 | |||
| Years ending December 31,: | ||||
| 2017 | $ | 148 | ||
| 2018 | 135 | |||
| 2019 | 113 | |||
| 2020 | 101 | |||
| 2021 | 86 | |||
| Thereafter | 398 | |||
| Total minimum lease payments | $ | 981 | ||
| Minimum rental income due in the future under subleases | $ | 10 | ||
The Company's leases are for land, branch or office space. A majority of the leases provide for the payment of taxes, maintenance, insurance, and certain other expenses applicable to the leased premises. Many of the leases contain extension provisions and escalation clauses. These leases are generally renewable and may in certain cases contain provisions and options to expand or contract space, renew or terminate the lease or purchase the leased premises at predetermined contractual dates. In addition, escalation clauses may exist, which are tied to either a predetermined rate or may change based on a specified percentage increase or the Consumer Price Index.
At December 31, 2016 and 2015, the Company had a liability of $4 million and $6 million, respectively, for asset retirement obligations. These obligations include environmental remediation on buildings and the removal of leasehold improvements from leased premises to be vacated in cases where management has sufficient information to estimate the obligation's fair value.
Other Assets
The following table shows the balances of other assets as of December 31, 2016 and 2015.
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Other investments | $ | 3,468 | $ | 3,171 | ||||
| Software | 441 | 370 | ||||||
| Intangible assets | 246 | 206 | ||||||
| OREO | 3 | 21 | ||||||
| Other | 4,338 | 2,769 | ||||||
| Total other assets | $ | 8,496 | $ | 6,537 | ||||
Note 6—Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying amount of goodwill during 2016 and 2015 are shown in the table below.
| (Dollars in millions) | 2016 | 2015 | ||||||
| Goodwill, beginning of year | $ | 3,225 | $ | 3,225 | ||||
| Net change from business combinations | — | — | ||||||
| Goodwill, end of year | $ | 3,225 | $ | 3,225 | ||||
123
Note 6—Goodwill and Other Intangible Assets (Continued)
For impairment testing, goodwill was assigned to the following operating segments at December 31, 2016 and 2015:
| (Dollars in millions) | 2016 | 2015 | ||||||
| Regional Bank | $ | 2,134 | $ | 2,126 | ||||
| U.S. Wholesale Banking | 410 | 407 | ||||||
| Transaction Banking | 251 | 251 | ||||||
| Investment Banking & Markets | 430 | 427 | ||||||
| Asian Corporate Banking | — | 14 | ||||||
| Goodwill, end of year | $ | 3,225 | $ | 3,225 | ||||
The Company reviews its goodwill for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The annual goodwill impairment test was performed as of April 1, 2016 and 2015. The Company also performed an impairment test of goodwill as of October 1, 2015 as a result of the realignment of the Company’s business model and resulting consolidation of the previous Commercial Banking segment into the new segments. Goodwill was reassigned to the new reporting units using a relative fair value allocation. Based on these tests, we concluded that goodwill allocated to our reporting units was not impaired at December 31, 2016 or 2015. Fair values of the Company's reporting units exceeded their carrying amounts and did not generally represent a significant risk of goodwill impairment based on current projections and valuations.
Intangible Assets
The table below reflects the Company's identifiable intangible assets and accumulated amortization at December 31, 2016 and 2015.
| December 31, 2016 | December 31, 2015 | |||||||||||||||||||||||
| (Dollars in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Core deposit intangibles | $ | 565 | $ | (516 | ) | $ | 49 | $ | 565 | $ | (497 | ) | $ | 68 | ||||||||||
| Trade names | 113 | (26 | ) | 87 | 114 | (24 | ) | 90 | ||||||||||||||||
| Customer relationships | 118 | (34 | ) | 84 | 57 | (30 | ) | 27 | ||||||||||||||||
| Other | 41 | (15 | ) | 26 | 40 | (19 | ) | 21 | ||||||||||||||||
| Total intangible assets with a definite useful life | $ | 837 | $ | (591 | ) | $ | 246 | $ | 776 | $ | (570 | ) | $ | 206 | ||||||||||
Total amortization expense for 2016, 2015 and 2014 was $28 million, $42 million and $52 million, respectively.
Estimated future amortization expense at December 31, 2016 is as follows:
| (Dollars in millions) | Core Deposit Intangibles | Trade Name | Customer Relationships | Other | Total Identifiable Intangible Assets | |||||||||||||||
| Years ending December 31, : | ||||||||||||||||||||
| 2017 | $ | 14 | $ | 3 | $ | 10 | $ | 4 | $ | 31 | ||||||||||
| 2018 | 7 | 3 | 9 | 4 | 23 | |||||||||||||||
| 2019 | 7 | 3 | 9 | 4 | 23 | |||||||||||||||
| 2020 | 5 | 3 | 9 | 3 | 20 | |||||||||||||||
| 2021 | 4 | 3 | 9 | 3 | 19 | |||||||||||||||
| Thereafter | 12 | 72 | 38 | 8 | 130 | |||||||||||||||
| Total estimated amortization expense | $ | 49 | $ | 87 | $ | 84 | $ | 26 | $ | 246 | ||||||||||
124
Note 7—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 sheets at December 31, 2016 and 2015.
| December 31, 2016 | ||||||||||||||||||||||||
| 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 | $ | — | $ | — | $ | 112 | $ | 112 | $ | — | $ | — | ||||||||||||
| Leasing investments | — | 641 | 174 | 815 | 54 | 54 | ||||||||||||||||||
| Total consolidated VIEs | $ | — | $ | 641 | $ | 286 | $ | 927 | $ | 54 | $ | 54 | ||||||||||||
| December 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 | $ | 9 | $ | — | $ | 178 | $ | 187 | $ | — | $ | — | ||||||||||||
| Leasing investments | 21 | 694 | 197 | 912 | 59 | 59 | ||||||||||||||||||
| Total consolidated VIEs | $ | 30 | $ | 694 | $ | 375 | $ | 1,099 | $ | 59 | $ | 59 | ||||||||||||
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 the 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 energy, 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.
Unconsolidated VIEs
The following tables present the Company’s carrying amounts related to the unconsolidated VIEs at December 31, 2016 and 2015. 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. During 2016, 2015, and 2014, the Company had noncash increases in unfunded commitments on LIHC investments of $125 million, $177 million and $226 million, respectively, included within other liabilities.
125
Note 7—Variable Interest Entities (Continued)
| December 31, 2016 | ||||||||||||||||||||||||||||||||
| Unconsolidated Assets | Unconsolidated Liabilities | |||||||||||||||||||||||||||||||
| (Dollars in millions) | Interest Bearing Deposits in Banks | Securities Available for Sale | Loans Held for Investment, net | Other Assets | Total Assets | Other Liabilities | Total Liabilities | Maximum Exposure to Loss | ||||||||||||||||||||||||
| LIHC investments | $ | — | $ | 25 | $ | 168 | $ | 1,164 | $ | 1,357 | $ | 381 | $ | 381 | $ | 1,357 | ||||||||||||||||
| Leasing investments | 1 | 12 | 47 | 1,751 | 1,811 | 66 | 66 | 1,833 | ||||||||||||||||||||||||
| Other investments | — | — | 24 | 26 | 50 | — | — | 81 | ||||||||||||||||||||||||
| Total unconsolidated VIEs | $ | 1 | $ | 37 | $ | 239 | $ | 2,941 | $ | 3,218 | $ | 447 | $ | 447 | $ | 3,271 | ||||||||||||||||
| December 31, 2015 | ||||||||||||||||||||||||||||||||
| Unconsolidated Assets | Unconsolidated Liabilities | |||||||||||||||||||||||||||||||
| (Dollars in millions) | Interest Bearing Deposits in Banks | Securities Available for Sale | Loans Held for Investment, net | Other Assets | Total Assets | Other Liabilities | Total Liabilities | Maximum Exposure to Loss | ||||||||||||||||||||||||
| LIHC investments | $ | — | $ | 25 | $ | 220 | $ | 1,166 | $ | 1,411 | $ | 424 | $ | 424 | $ | 1,411 | ||||||||||||||||
| Leasing investments | 5 | 15 | 91 | 1,418 | 1,529 | 65 | 65 | 1,608 | ||||||||||||||||||||||||
| Other investments | — | — | 49 | 10 | 59 | — | — | 60 | ||||||||||||||||||||||||
| Total unconsolidated VIEs | $ | 5 | $ | 40 | $ | 360 | $ | 2,594 | $ | 2,999 | $ | 489 | $ | 489 | $ | 3,079 | ||||||||||||||||
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 or partnerships, 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 years ended December 31, 2016, 2015 and 2014:
| For the Years Ended December 31, | ||||||||||||
| 2016 | 2015 | 2014 | ||||||||||
| (Dollars in millions) | ||||||||||||
| Losses from LIHC investments included in other noninterest expense | $ | 8 | $ | 15 | $ | 11 | ||||||
| Amortization of LIHC investments included in income tax expense | 129 | 118 | 116 | |||||||||
| Tax credits and other tax benefits from LIHC investments included in income tax expense | 188 | 175 | 164 | |||||||||
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 third party sponsors. 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 significant activities of the LLCs, and therefore is not considered the primary beneficiary and does not consolidate these investments.
Other Investments
The Company has other 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.
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Note 8—Deposits
The aggregate amount of time deposits that meet or exceed the FDIC insurance limit was $1.9 billion and $3.1 billion at December 31, 2016 and 2015, respectively.
At December 31, 2016, the Company had $5.7 billion in interest bearing time deposits. Maturity information for all interest bearing time deposits is summarized below.
| (Dollars in millions) | December 31, 2016 | |||
| Due in one year or less | $ | 3,730 | ||
| Due after one year through two years | 1,295 | |||
| Due after two years through three years | 335 | |||
| Due after three years through four years | 126 | |||
| Due after four years through five years | 193 | |||
| Due after five years | 2 | |||
| Total | $ | 5,681 | ||
Note 9—Securities Financing Arrangements
The Company enters into derivative transactions, securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions. The Company executes these transactions to facilitate customer match-book activity, cover short positions and to fund the Company's trading inventory. The Company manages credit exposure from certain transactions by entering into master netting agreements and collateral arrangements with counterparties. The relevant agreements allow for the efficient closeout of the transaction, liquidation and set-off of collateral against the net amount owed by the counterparty following a default. In certain cases the Company may agree for collateral to be posted to a third party custodian under a tri-party arrangement that enables the Company to take control of such collateral in the event of a counterparty default. Default events generally include, among other things, failure to pay, insolvency or bankruptcy of a counterparty.
The Company primarily enters into derivative contracts, repurchase agreements and securities lending agreements with counterparties utilizing standard International Swaps and Derivatives Association Master Agreements, Master Repurchase Agreements, and Master Securities Lending Agreements, respectively. These agreements 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.
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The following tables present the offsetting of financial assets and liabilities as of December 31, 2016 and December 31, 2015:
| December 31, 2016 | ||||||||||||||||||||||||
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 | $ | 1,626 | $ | 770 | $ | 856 | $ | 20 | $ | — | $ | 836 | ||||||||||||
| Securities borrowed or purchased under resale agreements | 31,386 | 11,639 | 19,747 | 19,657 | — | 90 | ||||||||||||||||||
| Total | $ | 33,012 | $ | 12,409 | $ | 20,603 | $ | 19,677 | $ | — | $ | 926 | ||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||
| Derivative liabilities | $ | 1,684 | $ | 1,047 | $ | 637 | $ | 176 | $ | 5 | $ | 456 | ||||||||||||
| Securities loaned or sold under repurchase agreements | 36,255 | 11,639 | 24,616 | 23,812 | — | 804 | ||||||||||||||||||
| Total | $ | 37,939 | $ | 12,686 | $ | 25,253 | $ | 23,988 | $ | 5 | $ | 1,260 | ||||||||||||
| December 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 | $ | 1,839 | $ | 909 | $ | 930 | $ | 67 | $ | — | $ | 863 | ||||||||||||
| Securities borrowed or purchased under resale agreements | 36,521 | 5,449 | 31,072 | 30,946 | — | 126 | ||||||||||||||||||
| Total | $ | 38,360 | $ | 6,358 | $ | 32,002 | $ | 31,013 | $ | — | $ | 989 | ||||||||||||
| Financial Liabilities: | ||||||||||||||||||||||||
| Derivative liabilities | $ | 1,649 | $ | 872 | $ | 777 | $ | 179 | $ | — | $ | 598 | ||||||||||||
| Securities loaned or sold under repurchase agreements | 34,590 | 5,449 | 29,141 | 28,360 | — | 781 | ||||||||||||||||||
| Total | $ | 36,239 | $ | 6,321 | $ | 29,918 | $ | 28,539 | $ | — | $ | 1,379 | ||||||||||||
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The following tables present the gross obligations for securities sold under agreements to repurchase, and securities loaned by remaining contractual maturity and class of collateral pledged as of December 31, 2016 and December 31, 2015:
| December 31, 2016 | ||||||||||||||||||||
| Overnight and | Up to | 31 - 90 | Greater than | |||||||||||||||||
| (Dollars in millions) | continuous | 30 days | days | 90 days | Total | |||||||||||||||
| Securities sold under agreements to repurchase: | ||||||||||||||||||||
| U.S. Treasury securities | $ | 11,419 | $ | 1,523 | $ | 712 | $ | 316 | $ | 13,970 | ||||||||||
| U.S. agency securities | 42 | 30 | — | — | 72 | |||||||||||||||
| Other sovereign government obligations | — | — | 16 | — | 16 | |||||||||||||||
| Asset-backed securities | 20 | 15 | 66 | — | 101 | |||||||||||||||
| Mortgage-backed securities | 8,792 | 4,450 | 4,750 | — | 17,992 | |||||||||||||||
| Corporate bonds | 405 | 800 | 909 | — | 2,114 | |||||||||||||||
| Municipal securities | 74 | 65 | 299 | — | 438 | |||||||||||||||
| Equities | 452 | 275 | 164 | — | 891 | |||||||||||||||
| Total | $ | 21,204 | $ | 7,158 | $ | 6,916 | $ | 316 | $ | 35,594 | ||||||||||
| Securities loaned: | ||||||||||||||||||||
| Corporate bonds | $ | 8 | $ | — | $ | — | $ | — | $ | 8 | ||||||||||
| Equities | 562 | — | 91 | — | 653 | |||||||||||||||
| Total | $ | 570 | $ | — | $ | 91 | $ | — | $ | 661 | ||||||||||
| December 31, 2015 | ||||||||||||||||||||
| Overnight and | Up to | 31 - 90 | Greater than | |||||||||||||||||
| (Dollars in millions) | continuous | 30 days | days | 90 days | Total | |||||||||||||||
| Securities sold under agreements to repurchase: | ||||||||||||||||||||
| U.S. Treasury | $ | 8,415 | $ | 2,449 | $ | 2,048 | $ | — | $ | 12,912 | ||||||||||
| U.S. agency securities | 302 | 1 | — | — | 303 | |||||||||||||||
| Other sovereign government obligations | 6 | — | — | — | 6 | |||||||||||||||
| Asset-backed securities | 113 | 13 | 7 | — | 133 | |||||||||||||||
| Mortgage-backed securities | 6,915 | 6,800 | 2,286 | 400 | 16,401 | |||||||||||||||
| Corporate bonds | 527 | 467 | 408 | — | 1,402 | |||||||||||||||
| Municipal securities | 25 | 153 | 100 | — | 278 | |||||||||||||||
| Equities | 150 | 774 | 178 | — | 1,102 | |||||||||||||||
| Total | $ | 16,453 | $ | 10,657 | $ | 5,027 | $ | 400 | $ | 32,537 | ||||||||||
| Securities loaned: | ||||||||||||||||||||
| U.S. Treasury | $ | 2 | $ | — | $ | — | $ | — | $ | 2 | ||||||||||
| Mortgage-backed securities | — | — | 1,026 | — | 1,026 | |||||||||||||||
| Equities | 549 | 277 | 199 | — | 1,025 | |||||||||||||||
| Total | $ | 551 | $ | 277 | $ | 1,225 | $ | — | $ | 2,053 | ||||||||||
The Company enters into reverse repurchase agreements, repurchase agreements and securities borrow and loan transactions. Under these agreements and transactions, the Company either receives or provides collateral. The Company receives collateral in the form of securities in connection with reverse repurchase agreements and securities borrowed transactions. In many cases, the Company is permitted to sell or repledge these securities held as collateral and use the securities to secure repurchase agreements or enter into securities
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lending transactions. For additional information related to securities pledged and received as collateral, refer to Note 3 to these consolidated financial statements.
Note 10—Commercial Paper and Other Short-Term Borrowings
The following is a summary of the Company's commercial paper and other short-term borrowings:
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Debt issued by MUB | ||||||||
| Federal funds purchased, with weighted average interest rates of 0.50% and 0.11% at December 31, 2016 and December 31, 2015, respectively | $ | 26 | $ | 8 | ||||
| Commercial paper, with a weighted average interest rate of 0.55% and 0.24% at December 31, 2016 and December 31, 2015, respectively | 263 | 994 | ||||||
| Federal Home Loan Bank advances, with a weighted average interest rate of 0.59% at December 31, 2016 | 700 | — | ||||||
| Total debt issued by MUB | 989 | 1,002 | ||||||
| Debt issued by other MUAH subsidiaries | ||||||||
| Short-term debt due to BTMU, with weighted average interest rates of 0.49% and 0.64% at December 31, 2016 and December 31, 2015, respectively | 679 | 1,525 | ||||||
| Short-term debt due to affiliates, with weighted average interest rates of (0.04)% and 0.28% at December 31, 2016 and December 31, 2015, respectively | 692 | 898 | ||||||
| Total debt issued by other MUAH subsidiaries | 1,371 | 2,423 | ||||||
| Total commercial paper and other short-term borrowings | $ | 2,360 | $ | 3,425 | ||||
In September 2008, the Company established a $500 million, three-year unsecured revolving credit facility with BTMU. This credit facility was renewed and expires in July 2019. For additional information regarding the Company's revolving credit facility with BTMU, see Note 22 to our Consolidated Financial Statements included in this Form 10-K.
At December 31, 2016, federal funds purchased and Federal Home Loan Bank advances both had a weighted average remaining maturity of 3 days. The commercial paper outstanding had a weighted average remaining maturity of 70 days. The short-term debt due to BTMU had a weighted average remaining maturity of 45 days and the short-term debt due to affiliates had a weighted average remaining maturity of 33 days.
Short-term debt due to BTMU consists of both secured and unsecured fixed and floating rate borrowings.
MUSA maintains an uncommitted, unsecured lending facility with Mitsubishi UFJ Securities Holdings Co., Ltd. under which it may borrow up to $1.4 billion. Under the terms of the facility, MUSA can choose to borrow in Japanese Yen or US Dollars. Japanese Yen denominated borrowings include an extension option allowing MUSA to extend the maturity of an individual draw by 100 days at any time prior to its original, stated maturity. At December 31, 2016, MUSA had JPY 81 billion ($692 million USD equivalent) drawn under this facility.
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Note 11—Long-Term Debt
Long-term debt consists of borrowings having an original maturity of one year or more. The following is a summary of the Company's long-term debt:
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Debt issued by MUAH | ||||||||
| Senior debt: | ||||||||
| Floating rate senior notes due February 2018. These notes, which bear interest at 0.57% above 3-month LIBOR, had a rate of 1.46% at December 31, 2016 and 0.91% at December 31, 2015 | $ | 250 | $ | 250 | ||||
| Fixed rate 1.625% notes due February 2018 | 449 | 450 | ||||||
| Fixed rate 2.25% notes due February 2020 | 997 | 1,000 | ||||||
| Fixed rate 3.50% notes due June 2022 | 397 | 398 | ||||||
| Fixed rate 3.00% notes due February 2025 | 496 | 498 | ||||||
| Senior debt due to BTMU: | ||||||||
| Floating rate debt due March 2020. This note, which bears interest at 0.86% above 3-month LIBOR, had a rate of 1.82% at December 31, 2016 | 545 | — | ||||||
| Subordinated debt due 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 2.38% at December 31, 2016 and 1.98% at December 31, 2015 | 300 | 300 | ||||||
| Junior subordinated debt payable to trusts: | ||||||||
| Floating rate note due September 2036. This note had an interest rate of 2.66% at December 31, 2016 and 2.21% at December 31, 2015 | 36 | 36 | ||||||
| Total debt issued by MUAH | 3,470 | 2,932 | ||||||
| Debt issued by MUB | ||||||||
| Senior debt: | ||||||||
| Fixed rate FHLB of San Francisco advances due February 2016. These notes had a combined weighted-average rate of 2.50% at December 31, 2015 | — | 500 | ||||||
| Fixed rate 3.00% notes due June 2016 | — | 700 | ||||||
| Fixed rate 1.50% notes due September 2016 | — | 499 | ||||||
| Floating rate notes due September 2016. These notes, which bear interest at 0.75% above 3-month LIBOR, had a rate of 1.35% at December 31, 2015 | — | 500 | ||||||
| Floating rate notes due May 2017. These notes, which bear interest at 0.40% above 3-month LIBOR, had a rate of 1.28% at December 31, 2016 and 0.73% at December 31, 2015 | 250 | 250 | ||||||
| Fixed rate 2.125% notes due June 2017 | 500 | 499 | ||||||
| Fixed rate 2.625% notes due September 2018 | 999 | 1,000 | ||||||
| Fixed rate 2.250% notes due May 2019 | 500 | 502 | ||||||
Senior debt to BTMU(3): | ||||||||
| Floating rate debt due January 2018. This note, which bears interest at 0.85% above 1-month LIBOR, had a rate of 1.47% at December 31, 2016 and 1.09% at December 31, 2015 | 1,000 | 1,000 | ||||||
| Floating rate debt due January 2018. This note, which bears interest at 0.87% above 1-month LIBOR, had a rate of 1.49% at December 31, 2016 and 1.11% at December 31, 2015 | 1,500 | 1,500 | ||||||
| Floating rate debt due January 2018. This note, which bears interest at 1.03% above 1-month LIBOR, had a rate of 1.65% at December 31, 2016 and 1.27% at December 31, 2015 | 1,000 | 1,000 | ||||||
| Subordinated debt: | ||||||||
| Fixed rate 5.95% notes due May 2016 | — | 703 | ||||||
| Subordinated debt due to BTMU: | ||||||||
| Floating rate subordinated debt due June 2023. This note, which bears interest at 1.20% above 3-month LIBOR, had a rate of 2.20% at December 31, 2016 and 1.80% at December 31, 2015 | 750 | 750 | ||||||
| Other | 58 | 14 | ||||||
| Total debt issued by MUB | 6,557 | 9,417 | ||||||
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Note 11—Long-Term Debt (Continued)
| Debt issued by other MUAH subsidiaries | ||||||||
| Senior Debt due to BTMU: | ||||||||
| Various floating rate borrowings due between November 2020 and April 2021. These notes, which bear interest above 3-month LIBOR had a weighted-average interest rate of 0.99% at December 31, 2016 | 250 | — | ||||||
| Various fixed rate borrowings due between September 2019 and May 2023 with a weighted-average interest rate of 2.15% (between 1.71% and 2.44%) at December 31, 2016 and 2.10% (between 1.71% and 2.44%) at December 31, 2015 | 384 | 452 | ||||||
| Subordinated Debt due to Affiliate: | ||||||||
| Various floating rate borrowings due between March 2018 and March 2019. These notes, which bear interest above 6-month LIBOR had a weighted-average interest rate of 2.68% (between 2.61% and 2.77%) at December 31, 2016 and 1.91% (between 1.59% and 1.99%) at December 31, 2015 | 185 | 220 | ||||||
| Nonrecourse Debt due to BTMU: | ||||||||
| Various floating rate nonrecourse borrowings due to BTMU between June 2017 and December 2021. These notes, which bear interest above 1- or 3-month LIBOR had a weighted-average interest rate of 1.67% (between 0.25% and 2.41%) at December 31, 2016 and 1.72% (between 0.68% and 2.08%) at December 31, 2015 | 127 | 169 | ||||||
| Nonrecourse Debt: | ||||||||
| Fixed rate nonrecourse borrowings due December 2026 which had an interest rate of 5.34% at December 31, 2016 and a weighted average interest rate of 5.65% (between 5.34% and 8.67%) at December 31, 2015 | 39 | 46 | ||||||
| Various floating rate nonrecourse borrowings due between July 2017 and May 2019. These notes, which bear interest above 1- or 3-month LIBOR had a weighted-average interest rate of 2.04% (between 0.85% and 2.73%) at December 31, 2016 and 1.82% (between 1.46% and 2.53%) at December 31, 2015 | 398 | 412 | ||||||
| Total debt issued by other MUAH subsidiaries | 1,383 | 1,299 | ||||||
| Total long-term debt | $ | 11,410 | $ | 13,648 | ||||
Senior Debt
Certain of the debt issuances are repayable prior to maturity at the Company’s option at a redemption price equal to 100% of par plus accrued interest.
MUAH senior debt is issued under MUAH’s shelf registration statement with the SEC. In January 2015, MUAH filed a new shelf registration statement 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 December 31, 2016, $1.4 billion of debt or other securities were available for issuance.
MUB senior debt is issued as part of MUB’s $12 billion bank note program under which MUB may issue, from time to time, senior unsecured debt obligations with maturities of more than one year from their respective dates of issue and subordinated debt obligations with maturities of five years or more from their respective dates of issue. At December 31, 2016 there is $5.9 billion available for issuance under the program.
MUAH Senior Debt due to BTMU
During the third quarter of 2016, MUAH borrowed $545 million from BTMU in the form of a senior loan. MUAH may prepay the loan prior to the stated maturity date in whole or in part and in an amount of not less than $500,000. BTMU may accelerate the payment of the loan, in the case of certain events of default.
MUB Senior Debt due to BTMU
MUB senior debt due to BTMU is an unsecured obligation. MUB may prepay the senior debt prior to the stated maturity date in whole or in part and in an amount of not less than $500,000. In the case of an event of default in respect to the BTMU Loan (which events are limited to certain bankruptcy or insolvency related events), BTMU may accelerate the payment of the BTMU Loan.
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Note 11—Long-Term Debt (Continued)
Senior Debt due to BTMU by other MUAH subsidiaries
MUAH’s subsidiaries also borrow on a long-term basis from BTMU. At December 31, 2016, $250 million of senior debt issued to BTMU was floating rate and linked to customer deposits maintained at BTMU’s New York Branch. An additional $384 million was fixed rate, amortizing funding tied to specific assets owned by MUAH’s subsidiaries.
FHLB Senior Debt
The Bank borrows periodically from the FHLB on a medium-term basis. The advances are secured by certain of the Bank's assets and bear either a fixed or a floating interest rate. The floating rates are tied to the three-month LIBOR plus a spread, reset every 90 days. As of December 31, 2016 and December 31, 2015, the Bank had $44.3 billion and $57.1 billion of pledged loans and securities, respectively, as collateral for short-term and medium-term advances from the Federal Reserve Bank and FHLB.
Subordinated Debt due to BTMU
The terms and conditions of the subordinated debt due to BTMU are equivalent to those which would apply in a similar transaction with a non-related party. The Bank may prepay the subordinated debt prior to the stated maturity in whole or in part on or after June 28, 2018, but only if the Bank obtains prior written approval of the OCC. MUAH may prepay the subordinated debt prior to the stated maturity date in whole or in part on or after December 27, 2018, but only if the Company obtains the prior written approval of the Federal Reserve. The subordinated debt due to BTMU is a junior obligation to MUAH’s and to the Bank's existing and future outstanding senior indebtedness, and qualifies as Tier 2 capital under the federal banking agency risk-based capital guidelines.
Subordinated Debt due to Affiliate
MUSA maintains subordinated funding provided by an affiliate. This subordinated debt is a junior obligation to MUSA’s existing and future outstanding senior indebtedness.
Nonrecourse Debt
Nonrecourse debt serves as funding for certain lease financings offered to customers. The lenders are secured by an interest in the underlying leased assets and have no recourse to the Company or its subsidiaries. Interest and principal on this debt is serviced entirely by the underlying assets and is not supported by the Company.
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Note 12—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.
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.
Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities. Since the valuations are based on quoted prices that are readily available in an active market, they do not entail a significant degree of judgment.
Level 2: Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data.
Level 3: Valuations are based on at least one significant unobservable input that is supported by little or no market activity and is significant to the fair value measurement. Values are determined using pricing models and discounted cash flow models that include management judgment and estimation, which may be significant.
In assigning the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are measured at fair value. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. The level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. Therefore, an item may be classified in Level 3 even though there may be many significant inputs that are readily observable.
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 Disclosure & Accounting 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 variances 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.
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Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
A description of the valuation methodologies used for certain financial assets and liabilities measured at fair value is as follows:
Recurring Fair Value Measurements:
Trading Account Assets: Trading account assets are recorded at fair value and primarily consist of securities and derivatives held for trading purposes. See discussion below on securities available for sale, which utilize the same valuation methodology as trading account securities. See also discussion below on derivatives valuation.
Securities Available for Sale: Securities available for sale are recorded at fair value based on readily available quoted market prices, if available. When available, these securities are classified as Level 1 and include exchange traded equities. If such quoted market prices are not available, management utilizes third-party pricing services and broker quotations from dealers in the specific instruments. These securities are classified as Level 2 and include U.S. Treasuries, U.S. government-sponsored agencies, RMBS and CMBS, CLOs, and certain other debt securities. If no market prices or broker quotes are available, internal pricing models are used. To the extent possible, these pricing model valuations utilize observable market inputs obtained for similar securities. Typical inputs include LIBOR and U.S. Treasury yield curves, benchmark yields, consensus prepayment estimates and credit spreads. When pricing model valuations use significant unobservable inputs, the securities are classified as Level 3. These other debt securities primarily include direct bank purchase bonds. The valuation of these securities is based upon a return on equity method, which incorporates a market-required return on capital, probability of default and loss severity.
Mortgage Servicing Rights: The fair value of the Company's mortgage servicing rights asset is determined using a discounted cash flow model with significant unobservable inputs, primarily influenced by forecasted future servicing revenues and prepayment speed assumptions. Mortgage servicing rights assets that are adjusted to fair value are classified as Level 3.
Other Assets: Other assets include interest rate hedging contracts and other risk management derivatives; see discussion below on derivatives.
Derivatives: The Company's derivatives are primarily traded in over-the-counter markets where quoted market prices are not readily available. The Company values its derivatives using pricing models that are widely accepted in the financial services industry with inputs that are observable in the market or can be derived from or corroborated by observable market data. These models reflect the contractual terms of the derivatives including the period to maturity and market observable inputs such as yield curves and option volatility. Valuation adjustments are made to reflect counterparty credit quality and to consider the creditworthiness of the Company. These derivatives, which are included in trading account assets, trading account liabilities, other assets and other liabilities are generally classified as Level 2. Trading account assets and trading account liabilities include Level 3 derivatives comprised of embedded derivatives contained in market-linked CDs and matched over-the-counter options, whose fair value is obtained through unadjusted third party broker quotes, which incorporate significant unobservable inputs.
Trading Account Liabilities: Trading account liabilities are recorded at fair value and primarily consist of securities sold, not yet purchased and derivatives. See discussion above on derivatives valuation. Securities sold, not yet purchased consist of U.S. Treasury, U.S. government-sponsored agencies, state and municipal, sovereign government obligations, corporate bonds, ABS and equities and are classified as Level 2, which utilize the same valuation methodology as securities available for sale.
Other Liabilities: The fair value of the Company's FDIC clawback liability is determined using a discounted cash flow model with significant unobservable inputs, which include probability of default and loss severity. The FDIC clawback liability is classified as Level 3. Other liabilities also includes interest rate hedging contracts and other risk management derivatives; see discussion above on derivatives.
Nonrecurring Fair Value Measurements:
Individually Impaired Loans: Individually impaired loans are valued at the time the loan is identified as impaired based on the present value of the remaining expected cash flows. Because the discount factor applied is based on the loan's original effective yield rather than a current market rate, that present value does not represent fair value. However, as a practical expedient, an impaired loan may be measured based on a loan's
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Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
observable market price or the underlying collateral securing the loan (provided the loan is collateral dependent), which does approximate fair value. Collateral may be real estate or business assets, including equipment. The value of collateral is determined based on independent appraisals. Appraised values may be adjusted based on management's historical knowledge, changes in market conditions from the time of valuation, and management's knowledge of the client and the client's business. The loan's market price is determined using market pricing for similar assets, adjusted for management judgment. Impaired loans are reviewed and evaluated at least quarterly for additional impairment and adjusted accordingly. Impaired loans that are adjusted to fair value based on underlying collateral or the loan's market price are classified as Level 3.
Loans Held for Sale: Residential mortgage and commercial loans held for sale are recorded at the lower of cost or fair value. The fair value of fixed-rate residential loans is based on whole loan forward prices obtained from GSEs. These loans are classified as Level 2. The fair value of commercial loans held for sale may be based on secondary market offerings for loans with similar characteristics or a valuation methodology utilizing the appraised value to outstanding loan balance ratio. These loan values are classified as Level 3.
Private Equity Investments: Private equity investments are recorded either at cost or using the equity method and are evaluated for impairment. The valuation of these investments requires significant management judgment due to the absence of quoted market prices, lack of liquidity and the long-term nature of these assets. When required, the fair value of the investments was estimated using the net asset value or based on the investee's business model, current and projected financial performance, capital needs and our exit strategy. Private equity investments are generally classified as Level 3.
Other Real Estate Owned: OREO represents collateral acquired through foreclosure and is initially recorded at fair value as established by a current appraisal, adjusted for disposition costs. Subsequently, OREO is measured at lower of cost or fair value. OREO values are reviewed on an ongoing basis and any subsequent decline in fair value is recorded as a foreclosed asset expense in the current period. The value of OREO is determined based on independent appraisals and is generally classified as Level 3.
Premises and Equipment: Premises and equipment are valued at the time they are identified as impaired. Fair value is determined using market pricing for similar assets, adjusted for management judgment. Premises and equipment that are adjusted to fair value are classified as Level 3.
Intangible Assets: Intangible assets are valued at the time they are identified as impaired. Fair value is determined using market pricing for similar assets, adjusted for management judgment. Intangible assets that are adjusted to fair value are classified as Level 3.
Software: Software is valued at the time it is identified as impaired. Fair value is determined using market pricing for similar assets, adjusted for management judgment. Software that is adjusted to fair value is classified as Level 3.
Consolidated LIHC VIE: The fair value of consolidated LIHC VIE investments was determined using a discounted cash flow analysis. Consolidated LIHC VIE are generally classified as Level 3.
136
Note 12—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 December 31, 2016 and 2015, by major category and by valuation hierarchy level.
| December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Netting Adjustment (1) | Fair Value | |||||||||||||||
| Assets | ||||||||||||||||||||
| Trading account assets: | ||||||||||||||||||||
| U.S. Treasury securities | $ | — | $ | 1,730 | $ | — | $ | — | $ | 1,730 | ||||||||||
| U.S. government-sponsored agency securities | — | 73 | — | — | 73 | |||||||||||||||
| State and municipal securities | — | 18 | — | — | 18 | |||||||||||||||
| Commercial Paper | — | 1 | — | — | 1 | |||||||||||||||
| Other sovereign government obligations | — | 16 | — | — | 16 | |||||||||||||||
| Corporate bonds | — | 841 | — | — | 841 | |||||||||||||||
| Asset-backed securities | — | 106 | — | — | 106 | |||||||||||||||
| Mortgage-backed securities | — | 5,221 | — | — | 5,221 | |||||||||||||||
| Equities | 85 | — | — | — | 85 | |||||||||||||||
| Interest rate derivative contracts | 7 | 1,065 | 2 | (343 | ) | 731 | ||||||||||||||
| Commodity derivative contracts | — | 144 | 1 | (106 | ) | 39 | ||||||||||||||
| Foreign exchange derivative contracts | 1 | 215 | 1 | (138 | ) | 79 | ||||||||||||||
| Equity derivative contracts | 1 | — | 164 | (163 | ) | 2 | ||||||||||||||
| Total trading account assets | 94 | 9,430 | 168 | (750 | ) | 8,942 | ||||||||||||||
| Securities available for sale: | ||||||||||||||||||||
| U.S. Treasury | — | 2,505 | — | — | 2,505 | |||||||||||||||
| Residential mortgage-backed securities: | ||||||||||||||||||||
| U.S. government and government-sponsored agencies | — | 6,695 | — | — | 6,695 | |||||||||||||||
| Privately issued | — | 327 | — | — | 327 | |||||||||||||||
| Privately issued - commercial mortgage-backed securities | — | 664 | — | — | 664 | |||||||||||||||
| Collateralized loan obligations | — | 2,218 | — | — | 2,218 | |||||||||||||||
| Other | — | 7 | — | — | 7 | |||||||||||||||
| Other debt securities: | ||||||||||||||||||||
| Direct bank purchase bonds | — | — | 1,613 | — | 1,613 | |||||||||||||||
| Other | — | 82 | 25 | — | 107 | |||||||||||||||
| Equity securities | 5 | — | — | — | 5 | |||||||||||||||
| Total securities available for sale | 5 | 12,498 | 1,638 | — | 14,141 | |||||||||||||||
| Other assets: | ||||||||||||||||||||
| Mortgage servicing rights | 23 | 23 | ||||||||||||||||||
| Interest rate hedging contracts | 22 | — | (20 | ) | 2 | |||||||||||||||
| Other derivative contracts | 2 | 1 | 3 | |||||||||||||||||
| Total other assets | — | 24 | 24 | (20 | ) | 28 | ||||||||||||||
| Total assets | $ | 99 | $ | 21,952 | $ | 1,830 | $ | (770 | ) | $ | 23,111 | |||||||||
| Percentage of total | — | % | 95 | % | 8 | % | (3 | )% | 100 | % | ||||||||||
| Percentage of total Company assets | — | % | 15 | % | 1 | % | (1 | )% | 15 | % | ||||||||||
| Liabilities | ||||||||||||||||||||
| Trading account liabilities: | ||||||||||||||||||||
| Securities sold, not yet purchased: | ||||||||||||||||||||
| U.S. Treasury | — | 1,973 | — | — | 1,973 | |||||||||||||||
| Other sovereign government obligations | — | 11 | — | — | 11 | |||||||||||||||
| Corporate bonds | — | 298 | — | — | 298 | |||||||||||||||
| Equities | 47 | — | — | — | 47 | |||||||||||||||
| Trading derivatives: | ||||||||||||||||||||
| Interest rate derivative contracts | 1 | 987 | — | (718 | ) | 270 | ||||||||||||||
| Commodity derivative contracts | — | 111 | 1 | (68 | ) | 44 | ||||||||||||||
| Foreign exchange derivative contracts | 1 | 129 | 1 | (33 | ) | 98 | ||||||||||||||
| Equity derivative contracts | — | — | 164 | — | 164 | |||||||||||||||
| Total trading account liabilities | 49 | 3,509 | 166 | (819 | ) | 2,905 | ||||||||||||||
| Other liabilities: | ||||||||||||||||||||
| FDIC clawback liability | — | — | 115 | — | 115 | |||||||||||||||
| Interest rate hedging contracts | — | 199 | — | (199 | ) | — | ||||||||||||||
| Other derivative contracts | — | 84 | 6 | (29 | ) | 61 | ||||||||||||||
| Total other liabilities | — | 283 | 121 | (228 | ) | 176 | ||||||||||||||
| Total liabilities | $ | 49 | $ | 3,792 | $ | 287 | $ | (1,047 | ) | $ | 3,081 | |||||||||
| Percentage of total | 2 | % | 123 | % | 9 | % | (34 | )% | 100 | % | ||||||||||
| Percentage of total Company liabilities | — | % | 3 | % | — | % | (1 | )% | 2 | % | ||||||||||
| (1) | Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts. |
137
Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
| December 31, 2015 | ||||||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Netting Adjustment (1) | Fair Value | |||||||||||||||
| Assets | ||||||||||||||||||||
| Trading account assets: | ||||||||||||||||||||
| U.S. Treasury securities | $ | — | $ | 1,429 | $ | — | $ | — | $ | 1,429 | ||||||||||
| U.S. government-sponsored agency securities | — | 363 | — | — | 363 | |||||||||||||||
| State and municipal securities | — | 5 | — | — | 5 | |||||||||||||||
| Commercial paper | — | 25 | — | — | 25 | |||||||||||||||
| Other sovereign government obligations | — | 5 | — | — | 5 | |||||||||||||||
| Corporate bonds | — | 828 | — | — | �� | 828 | ||||||||||||||
| Asset-backed securities | — | 133 | — | — | 133 | |||||||||||||||
| Equities | 30 | — | — | — | 30 | |||||||||||||||
| Interest rate derivative contracts | — | 998 | 4 | (163 | ) | 839 | ||||||||||||||
| Commodity derivative contracts | — | 408 | 1 | (384 | ) | 25 | ||||||||||||||
| Foreign exchange derivative contracts | 1 | 115 | 1 | (70 | ) | 47 | ||||||||||||||
| Equity derivative contracts | — | — | 222 | (217 | ) | 5 | ||||||||||||||
| Total trading account assets | 31 | 4,309 | 228 | (834 | ) | 3,734 | ||||||||||||||
| Securities available for sale: | ||||||||||||||||||||
| U.S. Treasury | — | 594 | — | — | 594 | |||||||||||||||
| Residential mortgage-backed securities: | ||||||||||||||||||||
| U.S government and government-sponsored agencies | — | 7,201 | — | — | 7,201 | |||||||||||||||
| Privately issued | — | 151 | — | — | 151 | |||||||||||||||
| Privately issued - commercial mortgage-backed securities | — | 1,546 | — | — | 1,546 | |||||||||||||||
| Collateralized loan obligations | — | 3,233 | — | — | 3,233 | |||||||||||||||
| Other | — | 22 | — | — | 22 | |||||||||||||||
| Other debt securities: | ||||||||||||||||||||
| Direct bank purchase bonds | — | — | 1,572 | — | 1,572 | |||||||||||||||
| Other | — | 1 | 31 | — | 32 | |||||||||||||||
| Equity securities | 8 | — | — | — | 8 | |||||||||||||||
| Total securities available for sale | 8 | 12,748 | 1,603 | — | 14,359 | |||||||||||||||
| Other assets: | ||||||||||||||||||||
| Interest rate hedging contracts | — | 75 | — | (71 | ) | 4 | ||||||||||||||
| Other derivative contracts | — | 13 | 1 | (4 | ) | 10 | ||||||||||||||
| Total other assets | — | 88 | 1 | (75 | ) | 14 | ||||||||||||||
| Total assets | $ | 39 | $ | 17,145 | $ | 1,832 | $ | (909 | ) | $ | 18,107 | |||||||||
| Percentage of total | — | % | 95 | % | 10 | % | (5 | )% | 100 | % | ||||||||||
| Percentage of total Company assets | — | % | 11 | % | 1 | % | — | % | 12 | % | ||||||||||
| Liabilities | ||||||||||||||||||||
| Trading account liabilities: | ||||||||||||||||||||
| Securities sold, not yet purchased: | ||||||||||||||||||||
| U.S. Treasury | $ | — | $ | 2,469 | $ | — | $ | — | $ | 2,469 | ||||||||||
| Other sovereign government obligations | — | 16 | — | — | 16 | |||||||||||||||
| Corporate bonds | — | 412 | — | — | 412 | |||||||||||||||
| Equities | 42 | — | — | — | 42 | |||||||||||||||
| Trading derivatives: | ||||||||||||||||||||
| Interest rate derivative contracts | 1 | 947 | — | (775 | ) | 173 | ||||||||||||||
| Commodity derivative contracts | — | 368 | 1 | (61 | ) | 308 | ||||||||||||||
| Foreign exchange derivative contracts | 1 | 91 | 1 | (22 | ) | 71 | ||||||||||||||
| Equity derivative contracts | — | — | 221 | — | 221 | |||||||||||||||
| Total trading account liabilities | 44 | 4,303 | 223 | (858 | ) | 3,712 | ||||||||||||||
| Other liabilities: | ||||||||||||||||||||
| FDIC clawback liability | — | — | 112 | — | 112 | |||||||||||||||
| Interest rate hedging contracts | — | 16 | — | (14 | ) | 2 | ||||||||||||||
| Other derivative contracts | — | — | 2 | — | 2 | |||||||||||||||
| Total other liabilities | — | 16 | 114 | (14 | ) | 116 | ||||||||||||||
| Total liabilities | $ | 44 | $ | 4,319 | $ | 337 | $ | (872 | ) | $ | 3,828 | |||||||||
| Percentage of total | 1 | % | 113 | % | 9 | % | (23 | )% | 100 | % | ||||||||||
| Percentage of total Company liabilities | — | % | 3 | % | — | % | (1 | )% | 2 | % | ||||||||||
| (1) | Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts. |
138
Note 12—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 years ended December 31, 2016 and 2015. Level 3 available for sale securities at December 31, 2016 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 Year Ended | ||||||||||||||||||||
| December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | Trading Assets | Securities Available for Sale | Other Assets | Trading Liabilities | Other Liabilities | |||||||||||||||
| Asset (liability) balance, beginning of period | $ | 228 | $ | 1,603 | $ | 1 | $ | (223 | ) | $ | (114 | ) | ||||||||
| Total gains (losses) (realized/unrealized): | ||||||||||||||||||||
| Included in income before taxes | 31 | — | 3 | (32 | ) | (7 | ) | |||||||||||||
| Included in other comprehensive income | — | (13 | ) | — | — | — | ||||||||||||||
| Purchases/additions | — | 286 | 7 | — | — | |||||||||||||||
| Settlements | (91 | ) | (238 | ) | — | 89 | — | |||||||||||||
| Transfers in (out) of level 3 | — | — | 13 | — | — | |||||||||||||||
| Asset (liability) balance, end of period | $ | 168 | $ | 1,638 | $ | 24 | $ | (166 | ) | $ | (121 | ) | ||||||||
| Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period | $ | 31 | $ | — | $ | 3 | $ | (32 | ) | $ | (7 | ) | ||||||||
| For the Year Ended | ||||||||||||||||||||
| December 31, 2015 | ||||||||||||||||||||
| (Dollars in millions) | Trading Assets | Securities Available for Sale | Other Assets | Trading Liabilities | Other Liabilities | |||||||||||||||
| Asset (liability) balance, beginning of period | $ | 311 | $ | 1,790 | $ | 2 | $ | (305 | ) | $ | (107 | ) | ||||||||
| Total gains (losses) (realized/unrealized): | ||||||||||||||||||||
| Included in income before taxes | (29 | ) | — | (1 | ) | 27 | (7 | ) | ||||||||||||
| Included in other comprehensive income | — | 1 | — | — | — | |||||||||||||||
| Purchases/additions | 2 | 148 | — | — | — | |||||||||||||||
| Sales | — | — | — | (2 | ) | — | ||||||||||||||
| Settlements | (56 | ) | (324 | ) | — | 57 | — | |||||||||||||
| Transfers in (out) of level 3 | $ | — | $ | (12 | ) | $ | — | $ | — | $ | — | |||||||||
| Asset (liability) balance, end of period | $ | 228 | $ | 1,603 | $ | 1 | $ | (223 | ) | $ | (114 | ) | ||||||||
| Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period | $ | (29 | ) | $ | — | $ | (1 | ) | $ | 27 | $ | (7 | ) | |||||||
The following table presents information about significant unobservable inputs related to the Company's significant Level 3 assets and liabilities at December 31, 2016.
| December 31, 2016 | |||||||||||||
| (Dollars in millions) | Level 3 Fair Value | Valuation Technique | Significant Unobservable Input(s) | Range of Inputs | Weighted Average | ||||||||
| Securities available for sale: | |||||||||||||
| Direct bank purchase bonds | $ | 1,613 | Return on equity | Market-required return on capital | 8.0 - 10.0 | % | 9.7 | % | |||||
| Probability of default | 0.0 - 25.0 | % | 0.3 | % | |||||||||
| Loss severity | 10.0 - 60.0 | % | 28.9 | % | |||||||||
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.
139
Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
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 years ended December 31, 2016 and 2015 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.
| December 31, 2016 | Gain (Loss) For the Year Ended December 31, 2016 | |||||||||||||||||||
| (Dollars in millions) | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Loans: | ||||||||||||||||||||
| Impaired loans | $ | 181 | $ | — | $ | — | $ | 181 | $ | (249 | ) | |||||||||
| Other assets: | ||||||||||||||||||||
| Loans held for sale | 25 | — | — | 25 | — | |||||||||||||||
| OREO | 1 | — | — | 1 | (1 | ) | ||||||||||||||
| Private equity investments | 10 | — | — | 10 | (12 | ) | ||||||||||||||
| Software | 13 | — | — | 13 | (5 | ) | ||||||||||||||
| Intangible assets | — | — | — | — | (1 | ) | ||||||||||||||
| Consolidated LIHC VIE | 112 | — | — | 112 | (35 | ) | ||||||||||||||
| Total | $ | 342 | $ | — | $ | — | $ | 342 | $ | (303 | ) | |||||||||
| December 31, 2015 | Gain (Loss) For the Year Ended December 31, 2015 | |||||||||||||||||||
| (Dollars in millions) | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
| Loans: | ||||||||||||||||||||
| Impaired loans | $ | 154 | $ | — | $ | — | $ | 154 | $ | (95 | ) | |||||||||
| Premises and equipment | — | — | — | — | (6 | ) | ||||||||||||||
| Other assets: | ||||||||||||||||||||
| Loans held for sale | 18 | — | — | 18 | (3 | ) | ||||||||||||||
| OREO | 6 | — | — | 6 | (2 | ) | ||||||||||||||
| Private equity investments | 7 | — | — | 7 | (5 | ) | ||||||||||||||
| Intangible assets | 2 | — | — | 2 | (4 | ) | ||||||||||||||
| Total | $ | 187 | $ | — | $ | — | $ | 187 | $ | (115 | ) | |||||||||
Fair Value of Financial Instruments Disclosures
In addition to financial instruments recorded at fair value in the Company's financial statements, the disclosure of the estimated fair value of financial instruments that are not carried at fair value is also required. Excluded from this disclosure requirement are lease financing arrangements, investments accounted for under the equity method, employee pension and other postretirement obligations and all nonfinancial assets and liabilities, including goodwill and other intangible assets such as long-term customer relationships. The fair values presented are estimates for certain individual financial instruments and do not represent an estimate of the fair value of the Company as a whole.
Certain financial instruments that are not recognized at fair value on the consolidated balance sheet are carried at amounts that approximate fair value due to their short-term nature. These financial instruments include cash and due from banks, interest bearing deposits in banks, federal funds sold and purchased, securities purchased under resale agreements, securities sold under repurchase agreements and commercial paper. In addition, the fair value of deposits with no stated maturity, such as noninterest bearing demand deposits, interest bearing checking, and market rate and other savings are deemed to equal their carrying amounts.
140
Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
Financial instruments for which their carrying amounts do not approximate fair value include securities held to maturity, loans, interest bearing deposits with stated maturities, certain other short-term borrowings, long-term debt, off-balance sheet instruments and securities borrowed/loaned or purchased under resale agreements.
Securities Held to Maturity: The fair value of U.S. Treasury, U.S. government agency and government-sponsored agencies securities, including RMBS and CMBS classified as held to maturity are based on unadjusted third party pricing service prices.
Loans: The fair value of purchased credit-impaired loans was estimated using a discounted cash flow methodology that considered factors including the type of loan and related collateral, risk classification, term of loan, performance status and current discount rates. The fair values of mortgage loans were estimated based on quoted market prices for loans with similar credit and interest rate risk characteristics. The fair values of other loans were estimated based upon the type of loan and maturity and were determined by discounting the future expected cash flows using the current origination rates for similar loans made to borrowers with similar credit ratings and include adjustments for liquidity premiums.
Interest Bearing Deposits: The fair values of savings accounts and certain money market accounts were based on the amounts payable on demand at the reporting date. The fair value of fixed maturity CDs was estimated using a discounted cash flow calculation that applies current interest rates being offered on certificates with similar maturities.
Commercial Paper and Other Short-Term Borrowings: The fair values of Federal Reserve Bank term borrowings, FHLB borrowings and term federal funds purchased were estimated using a discounted cash flow calculation that applies current market rates for applicable maturities. The carrying amounts of other short-term borrowed funds were assumed to approximate their fair value due to their limited duration.
Long-Term Debt: The fair value of senior and subordinated debt was estimated using either a discounted cash flow analysis based on current market interest rates for debt with similar maturities and credit quality or estimated using market quotes. The fair value of junior subordinated debt payable to trusts was estimated using market quotes of similar securities.
Off-Balance Sheet Instruments: Commitments to extend credit and issued standby and commercial letters of credit are instruments that generate ongoing fees, which are recognized over the term of the commitment period. The Company maintains an allowance for losses on unfunded credit commitments. A reasonable estimate of the fair value of these instruments is the carrying amount of deferred fees plus the related reserve.
Securities Borrowed/Loaned or Purchased/Sold Under Resale Agreements: The carrying amounts of securities borrowed/loaned or purchased under resale agreement were assumed to approximate their fair value due to their limited duration.
141
Note 12—Fair Value Measurement and Fair Value of Financial Instruments (Continued)
The tables below present the carrying amount and estimated fair value of certain financial instruments, classified by valuation hierarchy level as of December 31, 2016 and 2015.
| December 31, 2016 | ||||||||||||||||||||
| (Dollars in millions) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 5,753 | $ | 5,753 | $ | 5,753 | $ | — | $ | — | ||||||||||
| Securities borrowed or purchased under resale agreements | 19,747 | 19,747 | — | 19,747 | — | |||||||||||||||
| Securities held to maturity | 10,337 | 10,316 | — | 10,316 | — | |||||||||||||||
Loans held for investment (1) | 75,112 | 76,257 | — | — | 76,257 | |||||||||||||||
| Liabilities | ||||||||||||||||||||
| Deposits | $ | 86,947 | $ | 86,930 | $ | — | $ | 86,930 | $ | — | ||||||||||
| Commercial paper and other short-term borrowings | 2,360 | 2,360 | — | 2,360 | — | |||||||||||||||
| Securities loaned or sold under repurchase agreements | 24,616 | 24,616 | — | 24,616 | — | |||||||||||||||
| Long-term debt | 11,410 | 11,411 | — | 11,411 | — | |||||||||||||||
| Off-Balance Sheet Instruments | ||||||||||||||||||||
| Commitments to extend credit and standby and commercial letters of credit | $ | 221 | $ | 221 | $ | — | $ | — | $ | 221 | ||||||||||
| (1) | Excludes lease financing. The carrying amount is net of the allowance for loan and lease losses. |
| December 31, 2015 | ||||||||||||||||||||
| (Dollars in millions) | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | |||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 4,807 | $ | 4,807 | $ | 4,807 | $ | — | $ | — | ||||||||||
| Securities borrowed or purchased under resale agreements | 31,072 | 31,072 | — | 31,072 | — | |||||||||||||||
| Securities held to maturity | 10,158 | 10,207 | — | 10,207 | — | |||||||||||||||
Loans held for investment (1) | 76,634 | 78,124 | — | — | 78,124 | |||||||||||||||
| Other assets | 16 | 17 | — | — | 17 | |||||||||||||||
| Liabilities | ||||||||||||||||||||
| Deposits | $ | 84,300 | $ | 84,335 | $ | — | $ | 84,335 | $ | — | ||||||||||
| Commercial paper and other short-term borrowings | 3,425 | 3,425 | — | 3,425 | — | |||||||||||||||
| Securities loaned or sold under repurchase agreements | 29,141 | 29,141 | — | 29,141 | — | |||||||||||||||
| Long-term debt | 13,648 | 13,650 | — | 13,650 | — | |||||||||||||||
| Off-Balance Sheet Instruments | ||||||||||||||||||||
| Commitments to extend credit and standby and commercial letters of credit | $ | 243 | $ | 243 | $ | — | $ | — | $ | 243 | ||||||||||
| (1) | Excludes lease financing. The carrying amount is net of the allowance for loan and lease losses. |
142
Note 13—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. 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 as hedging instruments as of December 31, 2016 and December 31, 2015, 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.
| December 31, 2016 | December 31, 2015 | |||||||||||||||||||||||
| Fair Value | Fair Value | |||||||||||||||||||||||
| (Dollars in millions) | Notional Amount | Asset Derivatives | Liability Derivatives | Notional Amount | Asset Derivatives | Liability Derivatives | ||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||
| Interest rate contracts | $ | 15,459 | $ | 19 | $ | 199 | $ | 15,791 | $ | 70 | $ | 16 | ||||||||||||
| Fair value hedges | ||||||||||||||||||||||||
| Interest rate contracts | 500 | 3 | — | 500 | 5 | — | ||||||||||||||||||
| Not designated as hedging instruments: | ||||||||||||||||||||||||
| Trading | ||||||||||||||||||||||||
| Interest rate contracts | 149,229 | 1,074 | 988 | 100,991 | 1,002 | 948 | ||||||||||||||||||
| Commodity contracts | 2,825 | 145 | 112 | 3,775 | 409 | 369 | ||||||||||||||||||
| Foreign exchange contracts | 5,981 | 217 | 131 | 5,541 | 117 | 93 | ||||||||||||||||||
| Equity contracts | 2,385 | 165 | 164 | 3,351 | 222 | 221 | ||||||||||||||||||
| Other contracts | 4 | — | — | 37 | — | — | ||||||||||||||||||
| Total Trading | 160,424 | 1,601 | 1,395 | 113,695 | 1,750 | 1,631 | ||||||||||||||||||
| Other risk management | 1,045 | 3 | 90 | 2,107 | 14 | 2 | ||||||||||||||||||
| Total derivative instruments | $ | 177,428 | $ | 1,626 | $ | 1,684 | $ | 132,093 | $ | 1,839 | $ | 1,649 | ||||||||||||
We recognized net losses of $19 million, de minimis net gains, and net losses of $2 million on other risk management derivatives for the years ended December 31, 2016, 2015 and 2014 respectively, 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 and debt issuances. Derivatives that qualify for hedge accounting are designated as either fair value or cash flow hedges.
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Note 13—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)
Cash Flow Hedges
The Company uses interest rate swaps to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed loans, and to a lesser extent, to hedge interest rate risk on rollover debt.
The Company used interest rate swaps with a notional amount of $15.2 billion at December 31, 2016 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. The Company used interest rate swaps with a notional amount of $309 million at December 31, 2016 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed short-term borrowings. At December 31, 2016, the weighted average remaining life of the active cash flow hedges was 3.67 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 noninterest expense in the period in which they arise. At December 31, 2016, the Company expects to reclassify approximately $90 million of income from AOCI to net interest income during the year ending December 31, 2017. This amount could differ from amounts actually realized due to changes in interest rates, hedge terminations and the addition of other hedges subsequent to December 31, 2016.
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 stockholders' equity for derivatives designated as cash flow hedges for the years ended December 31, 2016, 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 Years Ended December 31, | For the Years Ended December 31, | For the Years Ended December 31, | ||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | Location | 2016 | 2015 | 2014 | Location | 2016 | 2015 | 2014 | |||||||||||||||||||||||||||||
| Derivatives in cash flow hedging relationships | ||||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 170 | $ | 168 | $ | 114 | ||||||||||||||||||||||||||||||||||
| Interest rate contracts | $ | (26 | ) | $ | 185 | $ | 130 | Interest expense | (3 | ) | (4 | ) | (23 | ) | Noninterest expense | $ | — | $ | 2 | $ | — | |||||||||||||||||||
| Total | $ | (26 | ) | $ | 185 | $ | 130 | $ | 167 | $ | 164 | $ | 91 | $ | — | $ | 2 | $ | — | |||||||||||||||||||||
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 13—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)
The following table presents the gains (losses) on the Company's fair value hedges and hedged item for the years ended December 31, 2016, 2015 and 2014:
| For the Year Ended December 31, 2016 | ||||||||||||||
| (Dollars in millions) | Derivative | Hedged Item | Hedge Ineffectiveness | |||||||||||
| Interest rate risk on long-term debt | $ | (2 | ) | $ | 2 | $ | — | |||||||
| Total | $ | (2 | ) | $ | 2 | $ | — | |||||||
| For the Year Ended December 31, 2015 | ||||||||||||||
| (Dollars in millions) | Derivative | Hedged Item | Hedge Ineffectiveness | |||||||||||
| Interest rate risk on long-term debt | $ | 2 | $ | (2 | ) | $ | — | |||||||
| Total | $ | 2 | $ | (2 | ) | $ | — | |||||||
| For the Year Ended December 31, 2014 | ||||||||||||||
| (Dollars in millions) | Derivative | Hedged Item | Hedge Ineffectiveness | |||||||||||
| Interest rate risk on long-term debt | $ | 2 | $ | (1 | ) | $ | 1 | |||||||
| Total | $ | 2 | $ | (1 | ) | $ | 1 | |||||||
Derivatives Not Designated as Hedging Instruments
Trading Derivatives
Derivative instruments classified as trading are primarily derivatives entered into as an accommodation for customers. 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 customer 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 twelve months ended December 31, 2016, 2015 and 2014:
Gain (Loss) Recognized in Income on Derivative Instruments | ||||||||||||
| For the Years Ended | ||||||||||||
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | December 31, 2014 | |||||||||
| Trading derivatives: | ||||||||||||
| Interest rate contracts | $ | 137 | $ | 13 | $ | 28 | ||||||
| Equity contracts | 40 | 47 | (5 | ) | ||||||||
| Foreign exchange contracts | 39 | 27 | 19 | |||||||||
| Commodity contracts | 2 | 3 | 8 | |||||||||
| Other contracts | — | — | 1 | |||||||||
| Total | $ | 218 | $ | 90 | $ | 51 | ||||||
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Note 13—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 standard International Swaps and Derivatives Association Master Agreements and Master Repurchase Agreements, respectively. These agreements 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. For additional information related to offsetting of financial assets and liabilities, refer to Note 9 to these consolidated financial statements.
Note 14—Accumulated Other Comprehensive Income
The following tables present the change in each of the components of accumulated other comprehensive income and the related tax effect of the change allocated to each component.
| (Dollars in millions) | Before Tax Amount | Tax Effect | Net of Tax | |||||||||
| For the Year Ended December 31, 2014 | ||||||||||||
| Cash flow hedge activities: | ||||||||||||
| Unrealized net gains (losses) on hedges arising during the period | $ | 130 | $ | (52 | ) | $ | 78 | |||||
| Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt | (91 | ) | 36 | (55 | ) | |||||||
| Net change | 39 | (16 | ) | 23 | ||||||||
| Securities: | ||||||||||||
| Unrealized holding gains (losses) arising during the period on securities available for sale | 348 | (136 | ) | 212 | ||||||||
| Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net | (18 | ) | 7 | (11 | ) | |||||||
| Accretion of fair value adjustment on securities available for sale | (48 | ) | 19 | (29 | ) | |||||||
| Amortization of net unrealized (gains) losses on held to maturity securities | 19 | (8 | ) | 11 | ||||||||
| Net change | 301 | (118 | ) | 183 | ||||||||
| Foreign currency translation adjustment | (8 | ) | 3 | (5 | ) | |||||||
| Pension and other benefits: | ||||||||||||
Amortization of prior service credit(1) | (15 | ) | 6 | (9 | ) | |||||||
Recognized net actuarial gain (loss)(1) | 62 | (24 | ) | 38 | ||||||||
| Pension and other benefits arising during the year | (517 | ) | 203 | (314 | ) | |||||||
| Net change | (470 | ) | 185 | (285 | ) | |||||||
| Net change in AOCI | $ | (138 | ) | $ | 54 | $ | (84 | ) | ||||
| (1) | These amounts are included in the computation of net periodic pension cost. For further information, see Note 16 to these consolidated financial statements. |
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| (Dollars in millions) | Before Tax Amount | Tax Effect | Net of Tax | |||||||||
| For the Year Ended December 31, 2015 | ||||||||||||
| Cash flow hedge activities: | ||||||||||||
| Unrealized net gains (losses) on hedges arising during the period | $ | 185 | $ | (74 | ) | $ | 111 | |||||
| Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt | (164 | ) | 65 | (99 | ) | |||||||
| Net change | 21 | (9 | ) | 12 | ||||||||
| Securities: | ||||||||||||
| Unrealized holding gains (losses) arising during the period on securities available for sale | (7 | ) | 3 | (4 | ) | |||||||
| Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net | (20 | ) | 8 | (12 | ) | |||||||
| Accretion of fair value adjustment on securities available for sale | (4 | ) | 2 | (2 | ) | |||||||
| Amortization of net unrealized (gains) losses on held to maturity securities | 20 | (8 | ) | 12 | ||||||||
| Net change | (11 | ) | 5 | (6 | ) | |||||||
| Foreign currency translation adjustment | (24 | ) | 10 | (14 | ) | |||||||
| Pension and other benefits: | ||||||||||||
Amortization of prior service credit (1) | (18 | ) | 6 | (12 | ) | |||||||
Recognized net actuarial gain (loss)(1) | 121 | (47 | ) | 74 | ||||||||
| Pension and other benefits arising during the year | (124 | ) | 49 | (75 | ) | |||||||
| Net change | (21 | ) | 8 | (13 | ) | |||||||
| Net change in AOCI | $ | (35 | ) | $ | 14 | $ | (21 | ) | ||||
| (1) | These amounts are included in the computation of net periodic pension cost. For further information, see Note 16 to these consolidated financial statements. |
| (Dollars in millions) | Before Tax Amount | Tax Effect | Net of Tax | |||||||||
| For the Year Ended December 31, 2016 | ||||||||||||
| Cash flow hedge activities: | ||||||||||||
| Unrealized net gains (losses) on hedges arising during the period | $ | (26 | ) | $ | 10 | $ | (16 | ) | ||||
| Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt | (167 | ) | 68 | (99 | ) | |||||||
| Net change | (193 | ) | 78 | (115 | ) | |||||||
| Securities: | ||||||||||||
| Unrealized holding gains (losses) arising during the period on securities available for sale | (40 | ) | 15 | (25 | ) | |||||||
| Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net | (69 | ) | 27 | (42 | ) | |||||||
| Accretion of fair value adjustment on securities available for sale | (1 | ) | — | (1 | ) | |||||||
| Amortization of net unrealized (gains) losses on held to maturity securities | 20 | (8 | ) | 12 | ||||||||
| Net change | (90 | ) | 34 | (56 | ) | |||||||
| Foreign currency translation adjustment | 3 | (1 | ) | 2 | ||||||||
| Pension and other benefits: | ||||||||||||
Amortization of prior service credit(1) | (30 | ) | 12 | (18 | ) | |||||||
Recognized net actuarial gain (loss)(1) | 89 | (35 | ) | 54 | ||||||||
| Pension and other benefits arising during the year | (20 | ) | 8 | (12 | ) | |||||||
| Recognized curtailment gain | (2 | ) | 1 | (1 | ) | |||||||
| Net change | 37 | (14 | ) | 23 | ||||||||
| Net change in AOCI | $ | (243 | ) | $ | 97 | $ | (146 | ) | ||||
| (1) | These amounts are included in the computation of net periodic pension cost. For further information, see Note 16 to these consolidated financial statements. |
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The following table presents the change in accumulated other comprehensive loss balances.
| (Dollars in millions) | Net Unrealized Gains (Losses) on Cash Flow Hedges | Net Unrealized Gains (Losses) on Securities | Foreign Currency Translation Adjustment | Pension and Other Benefits Adjustment | Accumulated Other Comprehensive Loss | |||||||||||||||
| Balance, December 31, 2013 | $ | 3 | $ | (329 | ) | $ | (5 | ) | $ | (314 | ) | $ | (645 | ) | ||||||
| Other comprehensive income before reclassifications | 78 | 194 | (5 | ) | — | 267 | ||||||||||||||
| Amounts reclassified from AOCI | (55 | ) | (11 | ) | — | (285 | ) | (351 | ) | |||||||||||
| Balance, December 31, 2014 | $ | 26 | $ | (146 | ) | $ | (10 | ) | $ | (599 | ) | $ | (729 | ) | ||||||
| Balance, December 31, 2014 | $ | 26 | $ | (146 | ) | $ | (10 | ) | $ | (599 | ) | $ | (729 | ) | ||||||
| Other comprehensive income before reclassifications | 111 | 6 | (14 | ) | (75 | ) | 28 | |||||||||||||
| Amounts reclassified from AOCI | (99 | ) | (12 | ) | — | 62 | (49 | ) | ||||||||||||
| Balance, December 31, 2015 | $ | 38 | $ | (152 | ) | $ | (24 | ) | $ | (612 | ) | $ | (750 | ) | ||||||
| Balance, December 31, 2015 | $ | 38 | $ | (152 | ) | $ | (24 | ) | $ | (612 | ) | $ | (750 | ) | ||||||
| Other comprehensive income before reclassifications | (16 | ) | (14 | ) | 2 | (12 | ) | (40 | ) | |||||||||||
| Amounts reclassified from AOCI | (99 | ) | (42 | ) | — | 35 | (106 | ) | ||||||||||||
| Balance, December 31, 2016 | $ | (77 | ) | $ | (208 | ) | $ | (22 | ) | $ | (589 | ) | $ | (896 | ) | |||||
Note 15—Management Stock Plans
In April 2010, the Company adopted the UNBC Plan. Under the UNBC Plan, the Company grants restricted stock units settled in ADRs representing shares of common stock of the Company's indirect parent company, MUFG, to key employees at the discretion of the Human Capital Committee of the Board of Directors (the Committee). The Committee determines the number of shares, vesting requirements and other features and conditions of the restricted stock units. Under the UNBC Plan, MUFG ADRs are purchased in the open market upon the vesting of the restricted stock units, through a revocable trust. There is no amount authorized to be issued under the UNBC Plan since all shares are purchased in the open market. These awards generally vest pro-rata on each anniversary of the grant date and generally become fully vested three years from the grant date, provided that the employee has completed the specified continuous service requirement. Generally, the grants vest earlier if the employee dies, is permanently and totally disabled, retires under certain grant, age and service conditions, or terminates employment under certain conditions.
Under the UNBC Plan, the restricted stock unit participants do not have dividend rights, voting rights or other stockholder rights. The grant date fair value of these awards is equal to the closing price of the MUFG ADRs on date of grant.
Effective July 1, 2014, the U.S. branch banking operations of BTMU were integrated under the Bank's operations and the Company assumed the obligations of the HQA Plan. The HQA Plan is substantially similar to the UNBC Plan, however, participants in the HQA Plan are entitled to “dividend equivalent credits” on their unvested restricted stock units when MUFG pays dividends to its shareholders. The credit is equal to the dividends that the participants would have received on the shares had the shares been issued to the participants when the restricted stock units were granted. Accumulated dividend equivalents are paid to participants in cash on an annual basis.
Effective June 8, 2015, MUAH amended and restated the HQA Plan as the MUAH Plan. The MUAH Plan is substantially similar to the UNBC and HQA Plans. The Company's future grants will be made under the MUAH Plan only. "Dividend equivalent credits" arising from grants under the MUAH Plan are paid to participants in shares on an annual basis.
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Note 15—Management Stock Plans (Continued)
The following table is a summary of the UNBC Plan, HQA Plan and MUAH Plan, which together are presented as the "Stock Bonus Plans":
| Grant Date | Units Granted | Fair Value of Stock | Vesting Duration | Pro-rata Vesting Date | |||||||||
| April 15, 2014 | 9,135,710 | $ | 5.40 | 3 years | April 15 | ||||||||
| June 1, 2014 | 194,525 | 5.63 | 3 years | June 1 | |||||||||
| July 10, 2014 | 56,056 | 5.91 | 3 years | July 10 | |||||||||
| September 15, 2014 | 46,552 | 5.80 | 3 years | September 15 | |||||||||
| July 15, 2015 | 11,555,962 | 7.18 | 3 years | July 15 | |||||||||
| July 15, 2015 | 550,140 | 7.18 | 46 months | May 18 | |||||||||
| August 7, 2015 | 6,964 | 7.18 | 3 years | August 7 | |||||||||
| December 16, 2015 | 486,004 | 6.43 | 25 months | January 15 | |||||||||
| March 15, 2016 | 44,500 | 4.96 | 3 years | March 15 | |||||||||
| March 15, 2016 | 167,339 | 4.96 | 24 months | March 15 | |||||||||
| June 15, 2016 | 16,393,770 | 4.59 | 3 years | June 15 | |||||||||
| July 11, 2016 | 552,941 | 4.44 | 3 years | July 11 | |||||||||
| October 17, 2016 | 53,375 | 4.89 | 28 months | February 15 | |||||||||
| Dividend equivalent units credited in 2016 | 655,622 | — | — | — | |||||||||
The following table is a rollforward of the restricted stock units under the Stock Bonus Plans for the years ended December 31, 2016 and 2015.
| Restricted Stock Units | ||||||
| 2016 | 2015 | |||||
| Units outstanding, beginning of year | 19,529,395 | 15,181,027 | ||||
| Activity during the year: | ||||||
| Granted | 17,867,547 | 12,599,070 | ||||
| Vested | (9,901,422 | ) | (7,476,438 | ) | ||
| Forfeited | (812,128 | ) | (774,264 | ) | ||
| Units outstanding, end of year | 26,683,392 | 19,529,395 | ||||
The following table is a summary of the Company's compensation costs, the corresponding tax benefit, and unrecognized compensation costs:
Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Compensation costs | $ | 67 | $ | 56 | $ | 34 | ||||||
| Tax benefit | 26 | 22 | 14 | |||||||||
| Unrecognized compensation costs | 96 | 66 | 43 | |||||||||
Note 16—Employee Pension and Other Postretirement Benefits
Retirement Plan
The Company maintains the MUFG Union Bank, N.A. Retirement Plan (the Pension Plan), which is a noncontributory qualified defined benefit pension plan covering substantially all of the domestic employees of the Company. The Pension Plan provides retirement benefits based on years of credited service and the final average compensation amount, as defined in the Pension Plan. Employees become eligible for the Pension Plan after one year of service. Effective October 1, 2012, the Company established a new cash balance formula for all future eligible employees; such participants receive annual pay credits based on eligible pay multiplied by a percentage determined by their age and years of service, and also receive an annual interest credit based on 30-year Treasury bond yields. All participants become vested upon completing three years of vesting service.
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In April 2014, the Company announced an amendment to the Pension Plan to transition the majority of participants to the cash balance formula for benefits earned after December 31, 2014. In October 2016, the Company announced an amendment to the Pension Plan such that all participants earn benefits under the cash balance formula effective January 1, 2017. Benefits earned under a final average pay formula became fixed as of the applicable transition dates for such participants. The cash balance formula provides the same benefits that apply to all eligible employees hired after October 1, 2012.
Effective July 1, 2014, the U.S. branch banking operations of BTMU were integrated under the Bank's operations. The Company assumed the service cost associated with employees of BTMU’s banking operations in the Americas who became employees of the Bank. These employees became eligible to participate in the Pension Plan on January 1, 2015.
The Company's funding policy is to make contributions between the minimum required and the maximum deductible amount as allowed by the Internal Revenue Code. Contributions are intended to provide not only for benefits attributed to services to date, but also for those expected to be earned in the future.
Other Postretirement Benefits
The Company maintains the MUFG Union Bank, N.A. Health Benefit Plan (the Health Plan) and the MUFG Union Bank, N.A. Employee Insurance Plan (the Insurance Plan), which provide certain healthcare benefits for its eligible retired employees and life insurance benefits for those eligible employees who retired prior to January 1, 2001. In August 2016 the Company announced an amendment to the Health Plan to provide that effective January 1, 2017, Medicare-eligible post-65 retired employees and dependents do not participate. The Company established the MUFG Union Bank, N.A. Retiree Health Reimbursement Plan (the HRA Plan) effective January 1, 2017 under which eligible post 65-retirees receive Company-provided financial support to purchase individual health coverage through a Health Reimbursement Account (HRA) under the HRA Plan. Annual HRA allocations provided under the HRA Plan are based on the cost sharing in the Health Plan and are designed to keep pace with medical inflation. Costs under the Health Plan are shared between the Company and the retiree at a level of approximately 25% to 50%, depending on the retiree's age and length of service with the Company. The Insurance Plan is noncontributory. Together, the Health Plan, Insurance Plan and HRA Plan are presented as "Other Benefits Plan." The accounting for the Other Benefits Plan anticipates future cost-sharing changes described above that are consistent with the Company's intent. Assets set aside to cover such obligations are primarily invested in mutual funds and insurance contracts. In April 2014 the Health Benefit Plan was amended to discontinue the availability of retiree health benefits for the majority of employees.
The following table sets forth the fair value of the assets in the Company's Pension Plan and Other Benefits Plan as of December 31, 2016 and 2015.
| Pension Plan | Other Benefits Plan | |||||||||||||||
Years Ended December 31, | Years Ended December 31, | |||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Change in plan assets: | ||||||||||||||||
| Fair value of plan assets, beginning of year | $ | 2,992 | $ | 2,897 | $ | 254 | $ | 257 | ||||||||
| Actual return on plan assets | 221 | 13 | 17 | (2 | ) | |||||||||||
| Employer contributions | 150 | 175 | 9 | 16 | ||||||||||||
| Plan participants' contributions | — | — | 8 | 7 | ||||||||||||
| Benefits paid | (109 | ) | (93 | ) | (28 | ) | (24 | ) | ||||||||
| Fair value of plan assets, end of year | $ | 3,254 | $ | 2,992 | $ | 260 | $ | 254 | ||||||||
The investment objective for the Company's Pension Plan and Other Benefits Plan, collectively the Plans, is to maximize total return within reasonable and prudent levels of risk. The Plans' asset allocation strategy is the principal determinant in achieving expected investment returns on the Plans' assets. The Pension Plan asset allocation strategy favors equities, with a target allocation of 63% in equity securities, 25% in debt securities, and 12% in real estate investments. Similarly, the Other Benefits Plan asset allocation strategy favors equities with a target allocation of 70% in equity securities and 30% in debt securities. Additionally, the Other Benefits Plan holds an investment in an insurance contract with Hartford Life Insurance Company, the cash value of which
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is invested in alignment with the target allocation. Actual asset allocations may fluctuate within acceptable ranges due to market value variability. If market fluctuations cause an asset class to fall outside of its strategic asset allocation range, the portfolio will be re-balanced as appropriate. A core equity position of domestic large cap and small cap stocks will be maintained, in conjunction with a diversified portfolio of international equities and fixed income securities. Plan asset performance is compared against established indexes and peer groups to evaluate whether the risk associated with the portfolio is appropriate for the level of return.
The Company periodically reviews the Plans' strategic asset allocation policy and the expected long-term rate of return for plan assets. The investment return volatility of different asset classes and the liability structure of the plans are evaluated to determine whether adjustments are required to the Plans' strategic asset allocation policy, taking into account the principles established in the Company's funding policy. Management periodically reviews and adjusts the long-term rate of return on assets assumption for the Plans based on the expected long-term rate of return for the asset classes and their weightings in the Plans' strategic asset allocation policy and taking into account the prevailing economic and regulatory climate and practices of other companies both within and outside our industry.
The following table provides the fair value by level within the fair value hierarchy of the Company's period-end assets by major asset category for the Pension Plan and Other Benefits Plan. For information about the fair value hierarchy levels, refer to Note 12 to these consolidated financial statements. The Plans do not hold any equity or debt securities issued by the Company or any related parties.
| December 31, 2016 | ||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Pension Plan Investments: | ||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 9 | $ | — | $ | 9 | ||||||||
| U.S. government securities | — | 219 | — | 219 | ||||||||||||
| Fixed and variable income securities | — | 476 | — | 476 | ||||||||||||
| Equity securities | 333 | 6 | — | 339 | ||||||||||||
| Mutual funds | 685 | — | — | 685 | ||||||||||||
| Municipal bonds | — | 22 | — | 22 | ||||||||||||
| Other | 2 | 11 | — | 13 | ||||||||||||
| Total investments in the fair value hierarchy | $ | 1,020 | $ | 743 | $ | — | $ | 1,763 | ||||||||
Investments measured at net asset value (1) | 1,493 | |||||||||||||||
| Investments at fair value | 3,256 | |||||||||||||||
| Accrued dividends and interest receivable | 7 | |||||||||||||||
| Net pending trades | (9 | ) | ||||||||||||||
| Total plan assets | $ | 3,254 | ||||||||||||||
| (1) | In accordance with ASU No. 2015-07, investments in which fair value was measured based on net asset value per share (or its equivalent) using the practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to total plan assets. |
151
| December 31, 2015 | ||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Pension Plan Investments: | ||||||||||||||||
| Cash and cash equivalents | $ | 3 | $ | 16 | $ | — | $ | 19 | ||||||||
| U.S. government securities | — | 248 | — | 248 | ||||||||||||
| Fixed and variable income securities | — | 476 | — | 476 | ||||||||||||
| Equity securities | 284 | 9 | — | 293 | ||||||||||||
| Mutual funds | 1,435 | — | — | 1,435 | ||||||||||||
| Municipal bonds | — | 7 | — | 7 | ||||||||||||
| Other | 4 | 13 | — | 17 | ||||||||||||
| Total investments in the fair value hierarchy | $ | 1,726 | $ | 769 | $ | — | $ | 2,495 | ||||||||
Investments measured at net asset value (1) | 510 | |||||||||||||||
| Investments at fair value | 3,005 | |||||||||||||||
| Accrued dividends and interest receivable | 6 | |||||||||||||||
| Net pending trades | (19 | ) | ||||||||||||||
| Total plan assets | $ | 2,992 | ||||||||||||||
| (1) | In accordance with ASU No. 2015-07, investments in which fair value was measured based on net asset value per share (or its equivalent) using the practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to total plan assets. |
| December 31, 2016 | ||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Other Postretirement Benefits Plan Investments: | ||||||||||||||||
| U.S. government securities | $ | — | $ | 40 | $ | — | $ | 40 | ||||||||
| Fixed and variable income securities | — | 26 | — | 26 | ||||||||||||
| Mutual funds | 128 | — | — | 128 | ||||||||||||
| Total investments in the fair value hierarchy | $ | 128 | $ | 66 | $ | — | $ | 194 | ||||||||
Investments measured at net asset value (1) | 72 | |||||||||||||||
| Investments at fair value | 266 | |||||||||||||||
| Net pending trades | (6 | ) | ||||||||||||||
| Total plan assets | $ | 260 | ||||||||||||||
| (1) | In accordance with ASU No. 2015-07, investments in which fair value was measured based on net asset value per share (or its equivalent) using the practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to total plan assets. |
152
| December 31, 2015 | ||||||||||||||||
| (Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Other Postretirement Benefits Plan Investments: | ||||||||||||||||
| Cash and cash equivalents | $ | — | $ | 3 | $ | — | $ | 3 | ||||||||
| U.S. government securities | — | 34 | — | 34 | ||||||||||||
| Fixed and variable income securities | — | 24 | — | 24 | ||||||||||||
| Municipal bonds | — | 1 | — | 1 | ||||||||||||
| Equity securities | — | 1 | — | 1 | ||||||||||||
| Mutual funds | 134 | — | — | 134 | ||||||||||||
| Total investments in the fair value hierarchy | $ | 134 | $ | 63 | $ | — | $ | 197 | ||||||||
Investments measured at net asset value (1) | 62 | |||||||||||||||
| Investments at fair value | 259 | |||||||||||||||
| Net pending trades | (5 | ) | ||||||||||||||
| Total plan assets | $ | 254 | ||||||||||||||
| (1) | In accordance with ASU No. 2015-07, investments in which fair value was measured based on net asset value per share (or its equivalent) using the practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in these tables are intended to permit reconciliation of the fair value hierarchy to total plan assets. |
The following tables as of December 31, 2016 and 2015 present the Company's Pension Plan and Other Benefits Plan investments in which fair value measured using net asset value per share (or its equivalent) as a practical expedient.
| December 31, 2016 | ||||||||||||||
| (Dollars in millions) | Fair Value | Unfunded Commitment | Redemption Frequency | Other Redemption Restrictions | Redemption Notice Period | |||||||||
| Pension Plan Investments | ||||||||||||||
| Domestic equity funds | $ | 936 | $ | — | Daily | None | None | |||||||
| Real estate funds | 329 | — | Quarterly | Availability of fund's liquid assets and approval of the board of directors | 45-90 days | |||||||||
| Real estate funds | 20 | 7 | None | Hold until dissolution; approximately five to seven years from original final closing date | None | |||||||||
| International equity funds | 173 | — | Monthly | None | 15 days | |||||||||
| Money market funds | 35 | — | Immediate | None | None | |||||||||
| Total | $ | 1,493 | $ | 7 | ||||||||||
| December 31, 2015 | ||||||||||||||
| (Dollars in millions) | Fair Value | Unfunded Commitment | Redemption Frequency | Other Redemption Restrictions | Redemption Notice Period | |||||||||
| Pension Plan Investments | ||||||||||||||
| Real estate funds | $ | 310 | $ | — | Quarterly | Availability of fund's liquid assets and approval of the board of directors | 45-90 days | |||||||
| Real estate funds | 28 | 8 | None | Hold until dissolution; approximately six to eight years from original final closing date | None | |||||||||
| International equity funds | 151 | — | Monthly | None | 15 days | |||||||||
| Money market funds | 21 | — | Immediate | None | None | |||||||||
| Total | $ | 510 | $ | 8 | ||||||||||
153
| December 31, 2016 | ||||||||||||||
| (Dollars in millions) | Fair Value | Unfunded Commitment | Redemption Frequency | Other Redemption Restrictions | Redemption Notice Period | |||||||||
| Other Postretirement Benefits Plan Investments | ||||||||||||||
| Domestic equity funds | $ | 20 | $ | — | Daily | None | None | |||||||
| Pooled separate account - variable life insurance policies | 48 | — | Quarterly | Proof of death for death claim redemptions | 7 business days | |||||||||
| Money market funds | 4 | — | Immediate | None | None | |||||||||
| Total | $ | 72 | $ | — | ||||||||||
| December 31, 2015 | ||||||||||||||
| (Dollars in millions) | Fair Value | Unfunded Commitment | Redemption Frequency | Other Redemption Restrictions | Redemption Notice Period | |||||||||
| Other Postretirement Benefits Plan Investments | ||||||||||||||
| Pooled separate account - variable life insurance policies | $ | 46 | $ | — | Quarterly | Proof of death for death claim redemptions | 7 business days | |||||||
| Money market funds | 16 | — | Immediate | None | None | |||||||||
| Total | $ | 62 | $ | — | ||||||||||
A description of the valuation methodologies used to determine the fair value of the Plans' assets included within the tables above is as follows:
Cash and Cash Equivalents
Cash and cash equivalents include short-term investments of government securities and other debt securities with remaining maturities of less than three months. These short-term investments are classified as Level 2 based on unadjusted prices in active markets for similar securities. Money market funds were measured at net asset value (NAV) per share and are included in the tables above showing Plan investments that are measured using NAV per share (or its equivalent) as a practical expedient.
U.S. Government Securities
U.S. government securities include U.S. Treasury securities and U.S. agency mortgage-backed securities. U.S. Treasury securities are fixed income securities that are debt instruments issued by the United States Department of the Treasury. U.S. agency mortgage-backed securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. U.S. government are classified as Level 2 based on valuations provided by third-party pricing services using quoted market prices in active markets for similar securities.
Fixed and Variable Income Securities
Fixed and variable income securities include a variety of debt instruments, including corporate bonds, private placements and asset-backed securities. These securities are classified as Level 2 based on valuations provided by a third-party pricing services using quoted market prices in active markets for similar securities.
Equity Securities
Equity securities are comprised of common stock and preferred securities. The fair value of common stock is recorded based on quoted market prices obtained from an exchange. These securities are classified as Level 1 based on unadjusted prices for identical instruments in active markets. The fair value of preferred securities is based on discounted cash flow models. These securities are classified as Level 2 based on valuations provided by third-party pricing services using observable market data.
154
Real Estate Funds
Real estate funds invest in real estate property with a focus on apartment complexes and retail shopping centers. These investments were measured at NAV per share and are included in the tables above showing Plan investments that are measured using NAV per share (or its equivalent) as a practical expedient.
International Equity Funds
International equity funds invest in equity securities of diverse foreign companies in developed markets across diverse industries. These investments were measured at NAV per share and are included in the tables above showing Plan investments that are measured using NAV per share (or its equivalent) as a practical expedient.
Domestic Equity Funds
Domestic equity funds invest in equity securities that seek to track the performance of market indexes including the S&P 500, MSCI EAFE® and MSCI Emerging Markets. These funds are valued using NAV at the end of the period. Mutual funds are classified as Level 1 based on unadjusted prices for identical instruments in active markets. Collective investment funds are included in the tables above showing Plan investments that are measured using NAV per share (or its equivalent) as a practical expedient.
Pooled Separate Account
The pooled separate account refers to private placement, variable life insurance policies with Hartford Life Insurance Company. The cash value of the life insurance is invested in four managed divisions that seek to track the S&P 500, Russell 2000, MSCI EAFE® and Bloomberg Barclays U.S. Aggregate Bond indexes. Each division is valued using quoted market prices of its underlying investments to derive the division's NAV at the end of the period. This investment was measured at NAV per share and is included in the tables above showing Plan investments that are measured using NAV per share (or its equivalent) as a practical expedient.
The following table sets forth the benefit obligation activity and the funded status for each of the Company's plans at December 31, 2016 and 2015. In addition, the table sets forth the over (under) funded status at December 31, 2016 and 2015. This pension benefits table does not include the obligations for Executive Supplemental Benefit Plans (ESBPs).
| Pension Benefits | Other Postretirement Benefits | |||||||||||||||
Years Ended December 31, | Years Ended December 31, | |||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2016 | 2015 | ||||||||||||
| Accumulated benefit obligation | $ | 2,850 | $ | 2,679 | ||||||||||||
| Change in benefit obligation | ||||||||||||||||
| Benefit obligation, beginning of year | $ | 2,816 | $ | 2,817 | $ | 305 | $ | 290 | ||||||||
| Service cost | 91 | 96 | 8 | 10 | ||||||||||||
| Interest cost | 103 | 110 | 9 | 12 | ||||||||||||
| Plan participants' contributions | — | — | 8 | 7 | ||||||||||||
| Actuarial loss/(gain) | 117 | (114 | ) | 5 | 10 | |||||||||||
| Effect of plan amendments | (76 | ) | — | (47 | ) | — | ||||||||||
| Medicare Part D subsidy | — | — | 1 | — | ||||||||||||
| Benefits paid | (109 | ) | (93 | ) | (28 | ) | (24 | ) | ||||||||
| Benefit obligation, end of year | 2,942 | 2,816 | 261 | 305 | ||||||||||||
| Fair value of plan assets, end of year | 3,254 | 2,992 | 260 | 254 | ||||||||||||
| Over (Under) funded status | $ | 312 | $ | 176 | $ | (1 | ) | $ | (51 | ) | ||||||
155
The following table illustrates the changes that were reflected in AOCI during 2016, 2015 and 2014. Pension benefits do not include the ESBPs.
Pension Benefits | Other Postretirement Benefits | |||||||||||||||
| (Dollars in millions) | Net Actuarial (Gain) Loss | Prior Service Credit | Net Actuarial (Gain) Loss | Prior Service Credit | ||||||||||||
| Amounts Recognized in Other Comprehensive Loss: | ||||||||||||||||
| Balance, December 31, 2013 | $ | 467 | $ | — | $ | 17 | $ | — | ||||||||
| Arising during the year | 636 | (150 | ) | 46 | (28 | ) | ||||||||||
| Recognized in net income during the year | (59 | ) | 12 | (1 | ) | 5 | ||||||||||
| Balance, December 31, 2014 | $ | 1,044 | $ | (138 | ) | $ | 62 | $ | (23 | ) | ||||||
| Arising during the year | 89 | — | 32 | — | ||||||||||||
| Recognized in net income during the year | (106 | ) | 17 | (12 | ) | 8 | ||||||||||
| Balance, December 31, 2015 | $ | 1,027 | $ | (121 | ) | $ | 82 | $ | (15 | ) | ||||||
| Arising during the year | 133 | (76 | ) | 6 | (47 | ) | ||||||||||
| Recognized in net income during the year | (75 | ) | 18 | (10 | ) | 12 | ||||||||||
| Balance, December 31, 2016 | $ | 1,085 | $ | (179 | ) | $ | 78 | $ | (50 | ) | ||||||
At December 31, 2016 and 2015, the following amounts were recognized in accumulated other comprehensive loss for pension, including ESBPs, and other benefits.
| December 31, 2016 | ||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||
| (Dollars in millions) | Gross | Tax | Net of Tax | Gross | Tax | Net of Tax | ||||||||||||||||||
| Net actuarial loss | $ | 1,085 | $ | 427 | $ | 658 | $ | 78 | $ | 32 | $ | 46 | ||||||||||||
| Prior service credit | (179 | ) | (70 | ) | (109 | ) | (50 | ) | (20 | ) | (30 | ) | ||||||||||||
| Pension and other postretirement benefits | 906 | 357 | 549 | 28 | 12 | 16 | ||||||||||||||||||
| Executive Supplemental Benefits Plans | ||||||||||||||||||||||||
| Net actuarial loss | 40 | 15 | 25 | — | — | — | ||||||||||||||||||
| Prior service credit | — | — | — | — | — | — | ||||||||||||||||||
| Executive supplemental benefits plans adjustment | 40 | 15 | 25 | — | — | — | ||||||||||||||||||
| Pension and other postretirement benefits, as adjusted | $ | 946 | $ | 372 | $ | 574 | $ | 28 | $ | 12 | $ | 16 | ||||||||||||
| December 31, 2015 | ||||||||||||||||||||||||
| Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||
| (Dollars in millions) | Gross | Tax | Net of Tax | Gross | Tax | Net of Tax | ||||||||||||||||||
| Net actuarial loss | $ | 1,027 | $ | 404 | $ | 623 | $ | 82 | $ | 33 | $ | 49 | ||||||||||||
| Prior service credit | (121 | ) | (47 | ) | (74 | ) | (15 | ) | (6 | ) | (9 | ) | ||||||||||||
| Pension and other postretirement benefits | 906 | 357 | 549 | 67 | 27 | 40 | ||||||||||||||||||
| Executive Supplemental Benefits Plans | ||||||||||||||||||||||||
| Net actuarial loss | 39 | 15 | 24 | — | — | — | ||||||||||||||||||
| Prior service credit | (2 | ) | (1 | ) | (1 | ) | — | — | — | |||||||||||||||
| Executive supplemental benefits plans adjustment | 37 | 14 | 23 | — | — | — | ||||||||||||||||||
| Pension and other postretirement benefits, as adjusted | $ | 943 | $ | 371 | $ | 572 | $ | 67 | $ | 27 | $ | 40 | ||||||||||||
156
Pension Benefits
Our net actuarial pre-tax losses were unchanged in 2016 from 2015. At December 31, 2016, the net actuarial loss totaled $906 million, which included $1.1 billion of net actuarial loss separated between a non-amortizing amount of $444 million and a $641 million amount subject to amortization over approximately nine years. The non-amortizing amount included $107 million representing the excess of the market value of plan assets over the fair value of plan assets, which is recognized separately through the asset smoothing method over four years. Additionally, the actuarial loss is partially offset by $179 million in prior service credit that is being amortized over 8.7 years. The cumulative net actuarial loss resulted primarily from differences between expected and actual rate of return on plan assets and the discount rate. Included in our 2017 net periodic pension cost will be $77 million of amortization related to net actuarial losses. We estimate that our total 2017 net periodic pension cost will be a credit of approximately $30 million, assuming $115 million of contributions in 2017. Additionally, beginning in 2016, management decided to change the use of the discount rate for determining the service and interest cost components of net periodic cost using individual spot rates versus the average single rate for determining the projected benefit obligation. The primary reasons for the decrease in net periodic pension cost for 2017 compared to $16 million in 2016 are higher expected return of plan assets due to higher assets, lower service cost and higher amortization of prior service credit. The 2017 estimate for net periodic pension cost was actuarially determined using the individual spot rates of 3.79% for service cost and 3.42% for interest cost, an expected return on plan assets of 7.5% and an expected compensation increase assumption of 4.7%.
A 50 basis point increase in the discount rate or in the expected return on plan assets would decrease the 2017 periodic pension cost by $19 million and $17 million, respectively, while a 50 basis point increase in the rate of future compensation levels would increase the 2017 periodic pension cost by $1 million. A 50 basis point decrease in the discount rate or in the expected return on plan assets would increase the 2017 periodic pension cost by $19 million and $17 million, respectively, while a 50 basis point decrease in the rate of future compensation levels would decrease the 2017 periodic pension cost by $1 million.
Estimated Future Benefit Payments and Subsidies
The following pension and postretirement benefit payments, which reflect expected future service, as appropriate, are expected to be paid over the next 10 years. This table does not include the ESBPs.
| (Dollars in millions) | Pension Benefits | Postretirement Benefits | ||||||
| Years ending December 31, | ||||||||
| 2017 | $ | 124 | $ | 16 | ||||
| 2018 | 139 | 16 | ||||||
| 2019 | 148 | 17 | ||||||
| 2020 | 156 | 18 | ||||||
| 2021 | 163 | 18 | ||||||
| Years 2022 - 2026 | 961 | 94 | ||||||
Due to the adoption of the HRA Plan, the Company is not expecting to receive any Medicare part D subsidiaries after 2016.
The following tables summarize the weighted average assumptions used in computing the present value of the benefit obligations and the net periodic benefit cost.
157
Pension Benefits | Other Postretirement Benefits | |||||||||||
Years Ended December 31, | Years Ended December 31, | |||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||
| Discount rate in determining net periodic benefit cost prior to Plan amendments | ||||||||||||
| For service cost | n/a | n/a | 4.23 | % | n/a | |||||||
| For interest cost | n/a | n/a | 3.43 | n/a | ||||||||
| Discount rate in determining net periodic benefit cost after Plan amendments | ||||||||||||
| For service cost | 4.13 | % | 3.90 | % | 3.22 | 3.80 | % | |||||
| For interest cost | 3.72 | 3.90 | 2.43 | 3.80 | ||||||||
| Discount rate in determining benefit obligations at year end | 3.98 | 4.29 | 3.81 | 4.11 | ||||||||
| Rate of increase in future compensation levels for determining net periodic benefit cost | 4.70 | 4.70 | n/a | n/a | ||||||||
| Rate of increase in future compensation levels for determining benefit obligations at year end | 4.70 | 4.70 | n/a | n/a | ||||||||
| Expected return on plan assets | 7.50 | 7.50 | 7.50 | 7.50 | ||||||||
| Pension Benefits | Other Postretirement Benefits | ESBPs | ||||||||||||||||||||||||||||||||||
Years Ended December 31, | Years Ended December 31, | Years Ended December 31, | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | |||||||||||||||||||||||||||
| Components of net periodic benefit cost: | ||||||||||||||||||||||||||||||||||||
Service cost (1) | $ | 91 | $ | 96 | $ | 81 | $ | 8 | $ | 10 | $ | 10 | $ | 2 | $ | 1 | $ | 1 | ||||||||||||||||||
| Interest cost | 103 | 110 | 105 | 9 | 12 | 11 | 2 | 2 | 4 | |||||||||||||||||||||||||||
| Expected return on plan assets | (235 | ) | (216 | ) | (193 | ) | (19 | ) | (19 | ) | (18 | ) | — | — | — | |||||||||||||||||||||
| Amortization of prior service credit | (18 | ) | (17 | ) | (12 | ) | (12 | ) | (8 | ) | (5 | ) | — | — | — | |||||||||||||||||||||
| Recognized net actuarial loss | 75 | 106 | 59 | 10 | 12 | 1 | 3 | 3 | 2 | |||||||||||||||||||||||||||
| Curtailment gain | — | — | — | — | — | — | (2 | ) | — | — | ||||||||||||||||||||||||||
| Total net periodic benefit cost | $ | 16 | $ | 79 | $ | 40 | $ | (4 | ) | $ | 7 | $ | (1 | ) | $ | 5 | $ | 6 | $ | 7 | ||||||||||||||||
| (1) | Pension Benefits for 2014 includes $6 million of service cost associated with transferred employees as a result of the business integration initiative. |
At December 31, 2016 and 2015, the following amounts were forecasted to be recognized in 2017 and 2016 net periodic benefit cost, respectively.
| Years Ended December 31, | ||||||||||||||||
| 2017 | 2016 | |||||||||||||||
| (Dollars in millions) | Pension Benefits | Other Postretirement Benefits | Pension Benefits | Other Postretirement Benefits | ||||||||||||
| Net actuarial loss | $ | 77 | $ | 12 | $ | 76 | $ | 10 | ||||||||
| Prior service credit | (27 | ) | (21 | ) | (18 | ) | (8 | ) | ||||||||
| Amounts to be reclassified from AOCI | $ | 50 | $ | (9 | ) | $ | 58 | $ | 2 | |||||||
158
The Company's assumed weighted-average healthcare cost trend rates are as follows.
| Years Ended December 31, | |||||||||
| 2016 | 2015 | 2014 | |||||||
| Healthcare cost trend rate assumed for next year | 4.64 | % | 6.29 | % | 7.53 | % | |||
| Rate to which cost trend rate is assumed to decline (the ultimate trend rate) | 3.96 | % | 4.50 | % | 4.50 | % | |||
| Year the rate reaches the ultimate trend rate | 2026 | 2026 | 2021 | ||||||
The healthcare cost trend rate assumptions have a significant effect on the amounts reported for the Health Plan. A one-percentage-point change in assumed healthcare cost trend rates would have the following effects:
| (Dollars in millions) | One-Percentage- Point Increase | One-Percentage- Point Decrease | ||||||
| Effect on total of service and interest cost components | $ | 2 | $ | (2 | ) | |||
| Effect on postretirement benefit obligation | 33 | (28 | ) | |||||
Executive Supplemental Benefit Plans
The Company has several ESBPs, which provide eligible employees with supplemental retirement benefits. The plans are nonqualified defined benefit plans and unfunded. The accrued liability for ESBPs included in other liabilities on the Company's consolidated balance sheets was $98 million and $101 million at December 31, 2016 and 2015, respectively. In October 2016, the Company announced amendments to certain ESBPs such that all ESBPs were frozen to future service accruals effective December 31, 2016.
Section 401(k) Savings Plans
The Company has a defined contribution plan authorized under Section 401(k) of the Internal Revenue Code. All benefits-eligible employees are eligible to participate in the plan. Employees may contribute up to 75% of their eligible compensation on a pre-tax or Roth basis, or up to 10% of their eligible compensation on an after-tax basis, through payroll deductions, to a combined maximum of 75% of eligible compensation, subject to statutory limits. The Company contributes 100% of every pre-tax or Roth dollar an employee contributes up to the first 3% of the employee's eligible compensation and 50% of every pre-tax or Roth dollar an employee contributes on the next 2% of the employee's eligible compensation, for a maximum matching opportunity of 4%. Company matching contributions are credited to eligible participants' accounts annually following year-end. Matching contributions are fully vested when credited. All employer contributions are tax deductible by the Company. The Company's combined matching contribution expense was $48 million, $47 million and $37 million for the years ended December 31, 2016, 2015 and 2014, respectively.
159
Note 17—Other Noninterest Income and Noninterest Expense
The detail of other noninterest income is as follows.
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Gain (loss) on sales | $ | 79 | $ | 31 | $ | (178 | ) | |||||
FDIC indemnification asset amortization expense | — | (69 | ) | (99 | ) | |||||||
| Rental income from operating leases | 47 | 62 | 305 | |||||||||
| Other fee income | 59 | 35 | 53 | |||||||||
| Other | 74 | 92 | 130 | |||||||||
| Total other noninterest income | $ | 259 | $ | 151 | $ | 211 | ||||||
The loss on sale during 2014 resulted primarily from the sale of equipment under operating leases.
The detail of other noninterest expense is as follows.
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Communications | $ | 57 | $ | 57 | $ | 51 | ||||||
| Other: | ||||||||||||
| Fees to affiliates | 100 | 82 | 51 | |||||||||
| Expenses of the LIHC consolidated VIEs | 68 | 45 | 32 | |||||||||
| Depreciation on operating leases | 25 | 26 | 151 | |||||||||
| Other | 229 | 255 | 218 | |||||||||
| Total other noninterest expense | $ | 479 | $ | 465 | $ | 503 | ||||||
160
Note 18—Income Taxes
The following table is an analysis of the effective tax rate:
| Years Ended December 31, | |||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | ||||||
| Federal income tax rate | 35 | % | 35 | % | 35 | % | |||
| Net tax effects of: | |||||||||
| State income taxes, net of federal income tax benefit | 6 | 5 | 7 | ||||||
| Tax-exempt interest income | (1 | ) | (2 | ) | (1 | ) | |||
| Amortization of LIHC investments | 10 | 15 | 9 | ||||||
| Tax credits | (18 | ) | (26 | ) | (15 | ) | |||
| Other | (1 | ) | (5 | ) | (4 | ) | |||
| Effective tax rate | 31 | % | 22 | % | 31 | % | |||
The components of income tax expense were as follows:
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Current income tax expense: | ||||||||||||
| Federal | $ | 228 | $ | 114 | $ | 199 | ||||||
| State | 105 | 61 | 38 | |||||||||
| Foreign | 7 | 14 | 14 | |||||||||
| Total current expense | 340 | 189 | 251 | |||||||||
| Deferred income tax expense (benefit): | ||||||||||||
| Federal | 58 | 4 | 63 | |||||||||
| State | 24 | (15 | ) | 31 | ||||||||
| Foreign | (3 | ) | (9 | ) | 3 | |||||||
| Total deferred expense | 79 | (20 | ) | 97 | ||||||||
| Total income tax expense | $ | 419 | $ | 169 | $ | 348 | ||||||
161
The components of the Company's net deferred tax balances as of December 31, 2016 and 2015 were as follows:
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Deferred tax assets: | ||||||||
| Allowance for credit losses | $ | 443 | $ | 395 | ||||
| Accrued expense, net | 384 | 274 | ||||||
| Unrealized losses on pension and postretirement benefits | 384 | 401 | ||||||
| Unrealized net losses on securities available for sale | 135 | 102 | ||||||
| Fair value adjustments for valuation of FDIC covered assets | 105 | 125 | ||||||
| Other | 52 | 142 | ||||||
| Total deferred tax assets | 1,503 | 1,439 | ||||||
| Deferred tax liabilities: | ||||||||
| Leasing | 736 | 838 | ||||||
| Intangible assets | 79 | 98 | ||||||
| Pension liabilities | 479 | 427 | ||||||
| Other | 147 | 7 | ||||||
| Total deferred tax liabilities | 1,441 | 1,370 | ||||||
| Net deferred tax asset | $ | 62 | $ | 69 | ||||
At December 31, 2016, we had net operating loss and tax credit carry forwards for which related deferred tax assets of $81 million and $123 million, respectively, were recorded. The net operating loss and tax credit carry forwards expire in varying amounts through 2035.
Deferred tax assets are evaluated for realization based on the existence of sufficient taxable income of the appropriate character. Management has determined that no valuation allowance is required.
The changes in unrecognized tax positions were as follows:
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Balance, beginning of year | $ | 8 | $ | 11 | $ | 18 | ||||||
| Gross increases as a result of tax positions taken during prior periods | — | 1 | 1 | |||||||||
| Gross decreases as a result of tax positions taken during prior periods | — | (5 | ) | (10 | ) | |||||||
| Gross increases as a result of tax positions taken during current period | 3 | 1 | 2 | |||||||||
| Balance, end of year | $ | 11 | $ | 8 | $ | 11 | ||||||
The amount of unrecognized tax positions that would affect the effective tax rate, if recognized, was $11 million, $8 million and $11 million at December 31, 2016, 2015 and 2014, respectively.
The Company recognizes interest and penalties as a component of income tax expense. As of December 31, 2016 and 2015, there were no accruals recorded for gross interest and penalties. As of December 31, 2014, we accrued $1 million of gross interest and penalties.
The Company is subject to U.S. federal income tax as well as various state and foreign income taxes. With limited exception, the Company is not open to examination for periods before 2010 by U.S. federal and state taxing authorities.
Note 19—Regulatory Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the U.S. federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a material effect on the Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory
162
Note 19—Regulatory Capital Requirements (Continued)
framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and the Bank's prompt corrective action classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. Prompt corrective action provisions are not applicable to BHCs such as the Company. The Bank is subject to laws and regulations that limit the amount of dividends it can pay to the Company.
Quantitative measures established by regulation to help ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the tables below) of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to quarterly average assets (as defined). As of December 31, 2016, management believes the capital ratios of the Bank met all regulatory requirements of "well-capitalized" institutions, which are 10% for the Total risk-based capital ratio and 8.0% for the Tier 1 risk-based capital ratio. Furthermore, management believes, as of December 31, 2016 and 2015, that the Company and the Bank met all capital adequacy requirements to which they are subject.
The Company's and the Bank's capital amounts and ratios are presented in the following tables.
| U.S. Basel III | Minimum Capital Requirement with Capital Conservation Buffer (1) | |||||||||||||||
| (Dollars in millions) | Amount | Ratio | Amount | Ratio | ||||||||||||
| Capital Ratios for the Company: | ||||||||||||||||
| As of December 31, 2016: | ||||||||||||||||
| Common equity tier 1 capital (to risk-weighted assets) | $ | 14,757 | 14.77 | % | ≥ | $ | 5,120 | 5.125 | % | |||||||
| Tier 1 capital (to risk-weighted assets) | 14,757 | 14.77 | ≥ | 6,619 | 6.625 | |||||||||||
| Total capital (to risk-weighted assets) | 16,431 | 16.45 | ≥ | 8,617 | 8.625 | |||||||||||
Tier 1 leverage(2) | 14,757 | 9.92 | ≥ | 5,952 | 4.000 | |||||||||||
As of December 31, 2015(3): | ||||||||||||||||
| Common equity tier 1 capital (to risk-weighted assets) | $ | 12,920 | 13.63 | % | ≥ | $ | 4,265 | 4.500 | % | |||||||
| Tier 1 capital (to risk-weighted assets) | 12,923 | 13.64 | ≥ | 5,687 | 6.000 | |||||||||||
| Total capital (to risk-weighted assets) | 14,747 | 15.56 | ≥ | 7,582 | 8.000 | |||||||||||
Tier 1 leverage(2) | 12,923 | 11.40 | ≥ | 4,535 | 4.000 | |||||||||||
| (1) | Beginning January 1, 2016, the minimum capital requirement includes a capital conservation buffer of 0.625%. |
| (2) | Tier 1 capital divided by quarterly average assets (excluding certain deductions). |
| (3) | Prior period amounts and ratios have not been revised to include the transferred IHC entities. |
| U.S. Basel III | Minimum Capital Requirement with Capital Conservation Buffer (1) | To Be Well-Capitalized Under Prompt Corrective Action Provisions | |||||||||||||||||||||||
| (Dollars in millions) | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
| Capital Ratios for the Bank: | |||||||||||||||||||||||||
| As of December 31, 2016 (U.S. Basel III): | |||||||||||||||||||||||||
| Common equity tier 1 capital (to risk-weighted assets) | $ | 13,056 | 14.61 | % | ≥ | $ | 4,581 | 5.125 | % | ≥ | $ | 5,810 | 6.5 | % | |||||||||||
| Tier 1 capital (to risk-weighted assets) | 13,056 | 14.61 | ≥ | 5,922 | 6.625 | ≥ | 7,151 | 8.0 | |||||||||||||||||
| Total capital (to risk-weighted assets) | 14,560 | 16.29 | ≥ | 7,709 | 8.625 | ≥ | 8,938 | 10.0 | |||||||||||||||||
Tier 1 leverage(2) | 13,056 | 11.46 | ≥ | 4,558 | 4.000 | ≥ | 5,697 | 5.0 | |||||||||||||||||
| As of December 31, 2015 (U.S. Basel III): | |||||||||||||||||||||||||
| Common equity tier 1 capital (to risk-weighted assets) | $ | 12,384 | 13.18 | % | ≥ | $ | 4,227 | 4.500 | % | ≥ | $ | 6,105 | 6.5 | % | |||||||||||
| Tier 1 capital (to risk-weighted assets) | 12,384 | 13.18 | ≥ | 5,636 | 6.000 | ≥ | 7,514 | 8.0 | |||||||||||||||||
| Total capital (to risk-weighted assets) | 14,003 | 14.91 | ≥ | 7,514 | 8.000 | ≥ | 9,393 | 10.0 | |||||||||||||||||
Tier 1 leverage(2) | 12,384 | 11.03 | ≥ | 4,490 | 4.000 | ≥ | 5,612 | 5.0 | |||||||||||||||||
| (1) | Beginning January 1, 2016, the minimum capital requirement includes a capital conservation buffer of 0.625%. |
| (2) | Tier 1 capital divided by quarterly average assets (excluding certain deductions). |
163
Note 20—Restrictions on Cash and Due from Banks, Securities, Loans and Dividends
Federal Reserve regulations require the Bank to maintain reserve balances based on the types and amounts of deposits received. The required reserve balances were $761 million and $565 million at December 31, 2016 and 2015, respectively.
See Note 3 to these consolidated financial statements for the carrying amounts of securities that were pledged as collateral to secure public and trust deposits and for other transactions as required by contract or law. See Note 11 to these consolidated financial statements for the carrying amounts of loans and securities that were pledged as collateral for borrowings, including those pledged to the Federal Reserve Bank and FHLB.
The Federal Reserve Act restricts the amount and the terms of both credit and non-credit transactions between a bank and its non-bank affiliates. Such transactions may not exceed 10% of the bank's capital and surplus (which for this purpose represents Tier 1 and Tier 2 capital, as calculated under the risk-based capital guidelines, plus the balance of the allowance for loan losses excluded from Tier 2 capital) with any single non-bank affiliate and 20% of the bank's capital and surplus with all its non-bank affiliates. Transactions that are extensions of credit may require collateral to be held to provide added security to the bank. See Note 19 to these consolidated financial statements for further discussion of risk-based capital. At December 31, 2016, $251 million of notes payable remained outstanding from Bankers Commercial Corporation, and $111 million remained outstanding from all other non-bank affiliates.
The declaration of a dividend by the Bank to the Company is subject to the approval of the OCC if the total of all dividends declared in the current calendar year plus the preceding two years exceeds the Bank's total net income in the current calendar year plus the preceding two years. The payment of dividends is also limited by minimum capital requirements imposed on national banks by the OCC.
Note 21—Commitments, Contingencies and Guarantees
The following table summarizes the Company's commitments.
| (Dollars in millions) | December 31, 2016 | |||
| Commitments to extend credit | $ | 32,162 | ||
| Issued standby and commercial letters of credit | 5,847 | |||
| Commitments to enter into forward-starting resale agreements | 293 | |||
| Other commitments | 1,588 | |||
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 to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. Total commitments to extend credit at December 31, 2016 include $2.3 billion to commercial borrowers in the oil and gas sector.
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 are generally 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 1 year or less. At December 31, 2016, the carrying amount of the Company's risk participations in bankers' acceptances and standby and commercial letters of credit totaled $3 million. Estimated exposure to loss related to these commitments is covered by the allowance for losses on unfunded commitments. The carrying amounts of the standby and commercial letters of credit and the allowance for losses on unfunded credit 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
164
Note 21—Commitments, Contingencies and Guarantees (Continued)
amount of these instruments. Collateral may be obtained based on management's credit assessment of the customer.
Other commitments include collateralized financing activities, commitments to fund principal investments, other securities, and residual value guarantees.
The Company has three committed facilities to provide collateralized financing to third parties, up to an aggregate of $1.4 billion. One of these facilities is shared with an affiliate with an aggregate commitment up to $250 million. At December 31, 2016, the facilities were not drawn down. For the year ended December 31, 2016, commitment fees were nominal.
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 has rental commitments under long-term operating lease agreements. For detail of these commitments, see Note 5 to these consolidated financial statements.
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 December 31, 2016, the current exposure to loss under these contracts totaled $15 million, and the maximum potential exposure to loss in the future was estimated at $45 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 22—Related Party Transactions
MUAH is a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. and MUFG Securities Americas, Inc. (formerly Mitsubishi UFJ Securities (USA), Inc.). It is owned by BTMU and MUFG. BTMU is a wholly-owned subsidiary of MUFG.
On July 1, 2016, in accordance with the requirements of the U.S. Federal Reserve Board’s final rules for Enhanced Prudential standards, MUAH was designated the U.S. Intermediate Holding Company of MUFG.
On July 1, 2014, BTMU integrated its U.S. branch banking operations under MUAH’s operations. The integration did not involve a legal entity combination, but rather an integration of personnel and certain business and support activities.
In conjunction with the integration on July 1, 2014, 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 the Bank fee income, which reflects market-based pricing. This integration included the transfer of ownership of BTMU’s U.S. corporate customer list, available-for-sale securities of $70 million and employee-related liabilities to the Bank. Immediately after the transfer, the transferred liabilities were adjusted to conform to the Company's GAAP accounting policies resulting in a $9 million increase in retained earnings and a $9 million decrease in liabilities, resulting in total liabilities transferred of $30 million. The Company's additional paid-in capital increased by $31 million.
165
Note 22—Related Party Transactions (Continued)
In addition to the above, the Company conducts transactions with affiliates which include BTMU, MUFG and other entities which are directly or indirectly owned by MUFG. The transactions include capital market transactions, facilitating securities transactions, secured financing transactions, advisory services, clearing and operational support. Under services level agreements the Company provides services to and receives services from various affiliates. The Company also has referral agreements with its affiliates and pays referral fees from investment banking revenue earned.
Related party transactions reflect market-based pricing. These transactions are subject to federal and state statutory and regulatory restrictions and limitations.
The tables and discussion below represent the more significant related party balances and income (expenses) generated by related party transactions.
As of December 31, 2016 and December 31, 2015, assets and liabilities with affiliates consisted of the following:
| (Dollars in millions) | December 31, 2016 | December 31, 2015 | ||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | 102 | $ | 117 | ||||
| Securities borrowed or purchased under resale agreements | 2,765 | 5,620 | ||||||
| Trading account assets | — | — | ||||||
| Other assets | 161 | 131 | ||||||
| Liabilities: | ||||||||
| Deposits | $ | 623 | $ | 177 | ||||
| Securities loaned or sold under repurchase agreements | 385 | 767 | ||||||
| Commercial paper and other short-term borrowings | 1,372 | 2,423 | ||||||
| Long-term debt | 6,042 | 5,391 | ||||||
| Other liabilities | 63 | 31 | ||||||
Revenues and expenses with affiliates for 2016, 2015, and 2014 were as follows:
| Years Ended December 31, | |||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | ||||||||
| Interest Income | |||||||||||
| Securities borrowed or purchased under resale agreements | $ | 26 | $ | 22 | 12 | ||||||
| Interest Expense | |||||||||||
| Commercial paper and other short-term borrowings | 24 | 21 | 51 | ||||||||
| Long-term debt | 69 | 27 | 32 | ||||||||
| Securities loaned or sold under repurchase agreements | 2 | 1 | 1 | ||||||||
| Noninterest Income | |||||||||||
| Fees from affiliates | 957 | 763 | 320 | ||||||||
| Other, net | (28 | ) | 17 | 63 | |||||||
| Noninterest Expense | |||||||||||
| Other | 95 | 92 | 83 | ||||||||
For additional information regarding the debt due to affiliates, see Note 10 and Note 11 to our Consolidated Financial Statements included in this Form 10-K.
At December 31, 2016, the Company had $1.9 billion in uncommitted, unsecured borrowing facilities with affiliates.
At December 31, 2016 and December 31, 2015, the Company had derivative contracts with affiliates totaling $1.6 billion and $1.3 billion, respectively, in notional balances, with $72 million and $8 million in net unrealized gains at December 31, 2016 and December 31, 2015, respectively.
166
Note 22—Related Party Transactions (Continued)
An affiliate extends guarantees on liabilities arising out of or in connection with agreements with certain counterparties. There was no amount guaranteed at December 31, 2016. At December 31, 2015, the guaranteed balance was $3 million.
During 2014 assets under operating lease of $2.7 billion were sold to an affiliate, resulting in a loss on sale of $153 million, included in other, net noninterest income.
Note 23—Business Segments
The Company has five reportable segments: Regional Bank, U.S. Wholesale Banking, Transaction Banking, Investment Banking & Markets and MUFG Securities Americas Inc. Below is a detailed description of these reportable segments.
Regional Bank
The Regional Bank provides banking products and services to individual and business customers in California, Washington and Oregon through four major business lines.
Consumer Banking serves consumers and small businesses through 352 full-service branches, digital channels, call centers, ATMs and alliances with other financial institutions. Products and services include checking and deposit accounts; residential mortgage loans; consumer loans; home equity lines of credit; credit cards; bill and loan payment services; and merchant services.
Commercial Banking provides commercial and asset-based loans to clients across a wide range of industries with annual revenues up to $500 million. Through partnerships with other areas of the bank, Commercial Banking clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange and interest rate risk and commodity risk management products and services.
Real Estate Industries provides financing solutions for existing properties and construction projects to professional real estate developers. Property types supported include apartment, office, retail, industrial, single-family residential and hotels on the West Coast and in select metropolitan areas across the country. Real Estate Industries also makes tax credit investments in affordable housing projects through its Community Development Finance unit. Through partnerships with other areas of the bank, Real Estate Industries clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange and interest rate risk and commodity risk management products and services.
Wealth Markets serves corporate, institutional, non-profit and individual clients. Capabilities include Wealth Planning / Trust & Estate Services; Investment Management through HighMark Capital Management, Inc., an SEC-registered investment advisory firm wholly-owned by the bank; Brokerage through UnionBanc Investment Services, LLC, an SEC-registered broker-dealer/investment advisory firm wholly-owned by the bank; and Private Wealth Management.
U.S. Wholesale Banking
U.S. Wholesale Banking provides commercial lending products, including commercial loans, lines of credit and project financing, to corporate customers with revenue greater than $500 million. 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 and Nonprofit, Public Finance, and Financial Institutions (predominantly Insurance and Asset Managers). By working with the Company's other segments, U.S. Wholesale Banking offers its customers a range of noncredit services, which include global treasury management, capital market solutions, and various foreign exchange, 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. The client base consists of financial institutions,
167
Note 23—Business Segments (Continued)
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 and equipment finance, commercial finance, funds 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.
MUFG Securities Americas Inc.
MUSA is MUAH's broker-dealer subsidiary which engages in capital markets origination transactions, private placements, collateralized financings, securities borrowing and lending transactions, and domestic and foreign debt and equity securities transactions.
Other
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 "Other." Certain of the transferred IHC entities are not measured using a "market view" perspective.
"Other" includes the Asian Corporate Banking segment and Corporate Treasury. 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.
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; fees from affiliates and noninterest expenses associated with BTMU's U.S. branch banking operations; 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 statements of income 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 between Corporate Treasury and the operating segments. A segment receives a funding credit from Corporate Treasury for its liabilities. Conversely, a segment is assigned a charge by Corporate Treasury to fund its assets. Certain indirect costs, such as operations and technology expense, are allocated to the segments based on an activity-based costing methodology. 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
168
Note 23—Business Segments (Continued)
methodologies or organizational structure. Beginning with the second quarter of 2016, the Company revised its methodology for allocating certain indirect costs to the segments. Beginning with the third quarter of 2016, the Company revised its funds transfer pricing methodology related to certain deposits. Prior period results have been updated to reflect these changes in methodology. Certain of the transferred IHC entities are not measured using management accounting methodologies.
As of and for the Year Ended December 31, 2016:
| (Dollars in millions) | Regional Bank | U.S. Wholesale Banking | Transaction Banking | Investment Banking & Markets | MUSA | Other | MUFG Americas Holdings Corporation | |||||||||||||||||||||
| Results of operations - Market View | ||||||||||||||||||||||||||||
| Net interest income (expense) | $ | 1,923 | $ | 417 | $ | 486 | $ | 213 | $ | 164 | $ | (150 | ) | $ | 3,053 | |||||||||||||
| Noninterest income (expense) | 469 | 285 | 167 | 349 | 302 | 653 | 2,225 | |||||||||||||||||||||
| Total revenue | 2,392 | 702 | 653 | 562 | 466 | 503 | 5,278 | |||||||||||||||||||||
| Noninterest expense | 1,750 | 199 | 461 | 223 | 362 | 787 | 3,782 | |||||||||||||||||||||
| (Reversal of) provision for credit losses | 30 | 50 | — | 53 | — | 22 | 155 | |||||||||||||||||||||
| Income (loss) before income taxes and including noncontrolling interests | 612 | 453 | 192 | 286 | 104 | (306 | ) | 1,341 | ||||||||||||||||||||
| Income tax expense (benefit) | 172 | 178 | 75 | 22 | 42 | (70 | ) | 419 | ||||||||||||||||||||
| Net income (loss) including noncontrolling interest | 440 | 275 | 117 | 264 | 62 | (236 | ) | 922 | ||||||||||||||||||||
| Deduct: net loss from noncontrolling interests | — | — | — | 1 | — | 67 | 68 | |||||||||||||||||||||
| Net income (loss) attributable to MUAH | $ | 440 | $ | 275 | $ | 117 | $ | 265 | $ | 62 | $ | (169 | ) | $ | 990 | |||||||||||||
| Total assets, end of period | $ | 63,291 | $ | 12,164 | $ | 2,036 | $ | 13,851 | $ | 29,252 | $ | 27,550 | $ | 148,144 | ||||||||||||||
As of and for the Year Ended December 31, 2015:
| (Dollars in millions) | Regional Bank | U.S. Wholesale Banking | Transaction Banking | Investment Banking & Markets | MUSA | Other | MUFG Americas Holdings Corporation | |||||||||||||||||||||
| Results of operations—Market View | ||||||||||||||||||||||||||||
| Net interest income (expense) | $ | 1,896 | $ | 418 | $ | 441 | $ | 249 | $ | 72 | $ | (184 | ) | $ | 2,892 | |||||||||||||
| Noninterest income (expense) | 451 | 135 | 169 | 294 | 300 | 501 | 1,850 | |||||||||||||||||||||
| Total revenue | 2,347 | 553 | 610 | 543 | 372 | 317 | 4,742 | |||||||||||||||||||||
| Noninterest expense | 1,839 | 211 | 437 | 243 | 315 | 702 | 3,747 | |||||||||||||||||||||
| (Reversal of) provision for credit losses | 13 | 206 | 1 | (22 | ) | — | 29 | 227 | ||||||||||||||||||||
| Income (loss) before income taxes and including noncontrolling interests | 495 | 136 | 172 | 322 | 57 | (414 | ) | 768 | ||||||||||||||||||||
| Income tax expense (benefit) | 123 | 54 | 67 | 59 | 22 | (156 | ) | 169 | ||||||||||||||||||||
| Net income (loss) including noncontrolling interest | 372 | 82 | 105 | 263 | 35 | (258 | ) | 599 | ||||||||||||||||||||
| Deduct: net loss from noncontrolling interests | — | — | — | — | — | 45 | 45 | |||||||||||||||||||||
| Net income (loss) attributable to MUAH | $ | 372 | $ | 82 | $ | 105 | $ | 263 | $ | 35 | $ | (213 | ) | $ | 644 | |||||||||||||
| Total assets, end of period | $ | 60,767 | $ | 15,064 | $ | 2,121 | $ | 14,445 | $ | 34,167 | $ | 26,506 | $ | 153,070 | ||||||||||||||
169
Note 23—Business Segments (Continued)
As of and for the Year Ended December 31, 2014:
| (Dollars in millions) | Regional Bank | U.S. Wholesale Banking | Transaction Banking | Investment Banking & Markets | MUSA | Other | MUFG Americas Holdings Corporation | |||||||||||||||||||||
| Results of operations—Market View | ||||||||||||||||||||||||||||
| Net interest income (expense) | $ | 2,057 | $ | 368 | $ | 423 | $ | 250 | $ | 55 | $ | (248 | ) | $ | 2,905 | |||||||||||||
| Noninterest income (expense) | 431 | 186 | 158 | 461 | 255 | (21 | ) | 1,470 | ||||||||||||||||||||
| Total revenue | 2,488 | 554 | 581 | 711 | 310 | (269 | ) | 4,375 | ||||||||||||||||||||
| Noninterest expense | 1,714 | 180 | 381 | 390 | 266 | 325 | 3,256 | |||||||||||||||||||||
| (Reversal of) provision for credit losses | — | (18 | ) | (3 | ) | 43 | — | (14 | ) | 8 | ||||||||||||||||||
| Income (loss) before income taxes and including noncontrolling interests | 774 | 392 | 203 | 278 | 44 | (580 | ) | 1,111 | ||||||||||||||||||||
| Income tax expense (benefit) | 242 | 154 | 79 | 66 | 17 | (210 | ) | 348 | ||||||||||||||||||||
| Net income (loss) including noncontrolling interest | 532 | 238 | 124 | 212 | 27 | (370 | ) | 763 | ||||||||||||||||||||
| Deduct: net loss from noncontrolling interests | — | — | — | — | — | 19 | 19 | |||||||||||||||||||||
| Net income (loss) attributable to MUAH | $ | 532 | $ | 238 | $ | 124 | $ | 212 | $ | 27 | $ | (351 | ) | $ | 782 | |||||||||||||
| Total assets, end of period | $ | 62,187 | $ | 13,278 | $ | 1,778 | $ | 13,607 | $ | 32,313 | $ | 25,734 | $ | 148,897 | ||||||||||||||
170
Note 24—Condensed MUFG Americas Holdings Corporation Unconsolidated Financial Statements (Parent Company)
Condensed Balance Sheets
| December 31, | ||||||||
| (Dollars in millions) | 2016 | 2015 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | 1,542 | $ | 407 | ||||
| Investments in and advances to subsidiaries | ||||||||
| Bank subsidiary | 15,990 | 16,993 | ||||||
| Nonbank subsidiaries | 3,175 | 1,929 | ||||||
| Other assets | 59 | 25 | ||||||
| Total assets | $ | 20,766 | $ | 19,354 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Long-term debt | $ | 3,470 | $ | 2,932 | ||||
| Other liabilities | 63 | 44 | ||||||
| Total liabilities | 3,533 | 2,976 | ||||||
| Stockholders' equity | 17,233 | 16,378 | ||||||
| Total liabilities and stockholders' equity | $ | 20,766 | $ | 19,354 | ||||
Condensed Statements of Income
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Income: | ||||||||||||
| Rental Income | $ | 16 | $ | 16 | $ | — | ||||||
| Interest income on advances to subsidiaries and deposits in bank | 22 | 9 | — | |||||||||
| Total income | 38 | 25 | — | |||||||||
| Expense: | ||||||||||||
| Interest expense | 75 | 65 | 21 | |||||||||
| Other expense | 19 | 20 | 4 | |||||||||
| Total expense | 94 | 85 | 25 | |||||||||
| Income (loss) before income taxes and equity in undistributed net income of subsidiaries | (56 | ) | (60 | ) | (25 | ) | ||||||
| Income tax benefit | (22 | ) | (24 | ) | (10 | ) | ||||||
| Income (loss) before equity in undistributed net income of subsidiaries | (34 | ) | (36 | ) | (15 | ) | ||||||
| Equity in undistributed net income (loss) of subsidiaries: | ||||||||||||
| Bank subsidiary | 900 | 558 | 752 | |||||||||
| Nonbank subsidiaries | 124 | 122 | 45 | |||||||||
| Net Income | $ | 990 | $ | 644 | $ | 782 | ||||||
171
Note 24—Condensed MUFG Americas Holdings Corporation Unconsolidated Financial Statements (Parent Company) (Continued)
Condensed Statements of Cash Flows
| Years Ended December 31, | ||||||||||||
| (Dollars in millions) | 2016 | 2015 | 2014 | |||||||||
| Cash Flows from Operating Activities: | ||||||||||||
| Net income | $ | 990 | $ | 644 | $ | 782 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||||||
| Equity in undistributed net (income) loss of subsidiaries | (1,024 | ) | (680 | ) | (797 | ) | ||||||
| Other, net | — | 9 | 1 | |||||||||
| Net cash provided by (used in) operating activities | (34 | ) | (27 | ) | (14 | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||||||
| Investments in and advances to subsidiaries | (1,197 | ) | (2,070 | ) | — | |||||||
| Repayment of investments in and advances to subsidiaries | 1,820 | 7 | 165 | |||||||||
| Net cash used in investing activities | 623 | (2,063 | ) | 165 | ||||||||
| Cash Flows from Financing Activities: | ||||||||||||
| Capital contribution from BTMU | — | — | — | |||||||||
| Proceeds from issuance of subordinated loan due to BTMU | — | — | — | |||||||||
| Proceeds from issuance of senior debt | 545 | 2,197 | — | |||||||||
| Repayment of subordinated debt | — | (17 | ) | — | ||||||||
| Repayment of junior subordinated debt | — | — | (14 | ) | ||||||||
| Other, net | 1 | (11 | ) | — | ||||||||
| Net cash provided by (used in) financing activities | 546 | 2,169 | (14 | ) | ||||||||
| Net increase (decrease) in cash and cash equivalents | 1,135 | 79 | 137 | |||||||||
| Cash and cash equivalents at beginning of year | 407 | 328 | 191 | |||||||||
| Cash and cash equivalents at end of year | $ | 1,542 | $ | 407 | $ | 328 | ||||||
172
MUFG Americas Holdings Corporation and Subsidiaries
Management's Report on Internal Control over Financial Reporting
The management of MUFG Americas Holdings Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
We maintain a system of internal accounting controls to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with management's authorization and recorded properly to permit the preparation of consolidated financial statements in accordance with generally accepted accounting principles. Management recognizes that even a highly effective internal control system has inherent risks, including the possibility of human error and the circumvention or overriding of controls, and that the effectiveness of an internal control system can change with circumstances. Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set out by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on our assessment, we concluded that the Company's internal control system over financial reporting is effective as of December 31, 2016.
The Company's internal control over financial reporting and the Company's consolidated financial statements have been audited by Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
173
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of MUFG Americas Holdings Corporation
We have audited the accompanying consolidated balance sheets of MUFG Americas Holdings Corporation and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in stockholder’s equity, and cash flows for each of the three years in the period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of MUFG Americas Holdings Corporation and subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the consolidated financial statements have been revised for all periods presented to reflect the designation of the Company as their U.S. Intermediate Holding Company in accordance with the requirements of the U.S. Federal Reserve Board’s final rules for Enhanced Prudential Standards.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
March 3, 2017
174
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of MUFG Americas Holdings Corporation
We have audited the internal control over financial reporting of MUFG Americas Holding Corporation and subsidiaries (the "Company") as of December 31, 2016, based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the criteria established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated March 3, 2017 which expressed an unqualified opinion on those financial statements and included an explanatory paragraph to describe how the consolidated financial statements have been revised for all periods presented to reflect the designation of the Company as their U.S. Intermediate Holding Company in accordance with the requirements of the U.S. Federal Reserve Board’s final rules for Enhanced Prudential Standards.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
March 3, 2017
175
MUFG Americas Holdings Corporation and Subsidiaries
Supplementary Information
Quarterly Financial Data (Unaudited)
Condensed Consolidated Statements of Income:
| 2016 Quarters Ended | ||||||||||||||||
| (Dollars in millions) | December 31 | September 30 | June 30 | March 31 | ||||||||||||
| Interest income | $ | 967 | $ | 936 | $ | 919 | $ | 894 | ||||||||
| Interest expense | 165 | 163 | 165 | 170 | ||||||||||||
| Net interest income | 802 | 773 | 754 | 724 | ||||||||||||
| (Reversal of) provision for credit losses | (41 | ) | 73 | (39 | ) | 162 | ||||||||||
| Noninterest income | 616 | 570 | 565 | 474 | ||||||||||||
| Noninterest expense | 956 | 952 | 906 | 968 | ||||||||||||
| Income before income taxes and including noncontrolling interests | 503 | 318 | 452 | 68 | ||||||||||||
| Income tax expense | 175 | 97 | 129 | 18 | ||||||||||||
| Net income including noncontrolling interests | 328 | 221 | 323 | 50 | ||||||||||||
| Deduct: Net loss from noncontrolling interests | 6 | 39 | 11 | 12 | ||||||||||||
| Net income | $ | 334 | $ | 260 | $ | 334 | $ | 62 | ||||||||
| 2015 Quarters Ended | ||||||||||||||||
| (Dollars in millions) | December 31 | September 30 | June 30 | March 31 | ||||||||||||
| Interest income | $ | 878 | $ | 860 | $ | 872 | $ | 827 | ||||||||
| Interest expense | 148 | 137 | 133 | 127 | ||||||||||||
| Net interest income | 730 | 723 | 739 | 700 | ||||||||||||
| (Reversal of) provision for credit losses | 192 | 18 | 14 | 3 | ||||||||||||
| Noninterest income | 482 | 450 | 481 | 437 | ||||||||||||
| Noninterest expense | 963 | 926 | 919 | 939 | ||||||||||||
| Income before income taxes and including noncontrolling interests | 57 | 229 | 287 | 195 | ||||||||||||
| Income tax expense | (14 | ) | 62 | 80 | 41 | |||||||||||
| Net income including noncontrolling interests | 71 | 167 | 207 | 154 | ||||||||||||
| Deduct: Net loss from noncontrolling interests | 13 | 21 | 6 | 5 | ||||||||||||
| Net income | $ | 84 | $ | 188 | $ | 213 | $ | 159 | ||||||||
Prior period amounts have been revised to include the results of the transferred IHC entities.
176
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, MUFG Americas Holdings Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MUFG AMERICAS HOLDINGS CORPORATION (Registrant) | ||||
| By: | /s/ STEPHEN E. CUMMINGS | |||
Stephen E. Cummings President and Chief Executive Officer | ||||
| Date: | March 3, 2017 | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of MUFG Americas Holdings Corporation and in the capacities and on the dates indicated.
| Signature | Title | |
/s/ STEPHEN E. CUMMINGS | Director, President and Chief Executive Officer | |
| Stephen E. Cummings | (Principal Executive Officer) | |
| /s/ JOHANNES WORSOE | Chief Financial Officer | |
| Johannes Worsoe | (Principal Financial Officer) | |
| /s/ ROLLAND D. JURGENS | Controller and Chief Accounting Officer | |
| Rolland D. Jurgens | (Principal Accounting Officer) | |
| * | ||
| Michael D. Fraizer | Director | |
| * | ||
| Christine Garvey | Director | |
| Mohan S. Gyani | Director | |
| * | ||
Ann F. Jaedicke | Director | |
| * | ||
Suneel Kamlani | Director | |
| * | ||
| Kazuo Koshi | Director | |
| * | ||
| Kanetsugu Mike | Director | |
| * | ||
Masato Miyachi | Director | |
| * | ||
| Toby S. Myerson | Director | |
| * | ||
| Barbara L. Rambo | Director | |
| * | ||
| Muneaki Tokunari | Director | |
| * | ||
| Dean A. Yoost | Director | |
| *By: | /s/ MICHAEL F. COYNE | |||
Michael F. Coyne Attorney-in-Fact | ||||
Dated: March 3, 2017
177
Exhibit Index
Exhibit No. | Description | ||
| 2.1 | Contribution Agreement by and among MUFG Americas Holdings Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd. and Mitsubishi UFJ Financial Group Inc. dated June 30, 2016(1) | ||
| 3.1 | Second Amended and Restated Certificate of Incorporation of the Registrant(2) | ||
| 3.2 | Amended and Restated Bylaws of the Registrant(3) | ||
| 4.1 | Trust Indenture between the Registrant and J.P. Morgan Trust Company, National Association, as Trustee, dated December 8, 2003(4) | ||
| 4.2 | The Registrant agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of long-term debt of the Registrant. | ||
| 4.3 | Officer's Certificate establishing the terms of the 3.50% Senior Notes due 2022, dated June 18, 2012(5) | ||
| 4.4 | Form of 3.50% Senior Notes due 2022 (included as Exhibit A to Exhibit 4.3) | ||
| 4.5 | Officer's Certificate establishing the terms of the 1.625% Senior Notes due 2018, 2.250% Senior Notes due 2020, 3.000% Senior Notes due 2025, and Floating Rate Senior Notes due 2018, dated February 10, 2015(6) | ||
| 4.6 | Form of 1.625% Senior Notes due 2018, 2.250% Senior Notes due 2020, 3.000% Senior Notes due 2025, and Floating Rate Senior Notes due 2018 (included as Exhibits A, B, C and D, respectively, to Exhibit 4.5) | ||
| 10.1 | Contribution Agreement by and among MUFG Americas Holdings Corporation, MUFG Union Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. effective July 1, 2014(7) | ||
| 10.2 | Master Services Agreement by and between MUFG Union Bank, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. effective July 1, 2014(8) | ||
| 10.3 | Purchase Agreement dated December 14, 2016, between MUFG Union Bank, N.A. and 400 California, LLC(9) | ||
| 10.4 | Certain exhibits related to compensatory plans, contracts and arrangements have been omitted pursuant to item 601(b)(10)(iii)(C)(6) of Regulation S-K | ||
| 12.1 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividend Requirements(10) | ||
| 21.1 | Subsidiaries of the Registrant has been omitted pursuant to General Instruction I(2) of Form 10-K | ||
| 23.1 | Consent of Deloitte & Touche LLP(10) | ||
| 24.1 | Power of Attorney(10) | ||
| 24.2 | Resolution of Board of Directors(10) | ||
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(10) | ||
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(10) | ||
| 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(10) | ||
| 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(10) | ||
| 101 | Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Annual Report on Form 10-K for the year ended December 31, 2014, is formatted in XBRL interactive data files: (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Changes in Stockholders' Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Financial Statements(10) | ||
| (1) | Incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K dated July 1, 2016. |
| (1) | Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K dated July 1, 2014. |
| (2) | Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K dated July 1, 2014. |
| (3) | Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated December 8, 2003. |
| (4) | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated June 18, 2012. |
| (5) | Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 10, 2015. |
| (6) | Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. |
| (7) | Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. |
| (8) | Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated December 14, 2016. |
| (9) | Filed herewith. |
178