Bank of N.T. Butterfield & Son Ltd Annual Report 2013

Plain-text annual report

The Bank of N.T. Butterfield & Son Limited The Bank of N.T. Butterfield & Son Limited Annual Report 2013 Annual Report 2013 923_1 BNTB AR Cover 2013_PR_F.indd 2 14-03-21 9:39 AM 923_1 BNTB AR Cover 2013_PR_F.indd 3 14-03-20 5:02 PM CORE EARNINGS CORE EARNINGS 76.6 million 39.5% NET INCOME 78.2 million 205.5% CORE CASH RETURN ON CORE CASH RETURN ON TANGIBLE COMMON EQUITY TANGIBLE COMMON EQUITY 10.3% 370 bps Find out more at www.butterfieldgroup.com About Butterfield Butterfield is a diversified financial services group operating in six international financial centres. We are a leading community bank in Bermuda and the Cayman Islands, and we provide wealth management services in all of the jurisdictions in which we operate. We have total assets of $8.9 billion. We employ 1,133 people around the world. The parent company, The Bank of N.T. Butterfield & Son Limited, is a publicly traded company with a primary share listing on the Bermuda Stock Exchange. Capital Strength Total Capital Ratio Tier 1 Capital Ratio 2009 2010 2011 2012 2013 10.1% 7.2% 21.6% 15.7% 23.5% 17.7% 24.2% 18.5% 23.7% 19.6% CORE CASH EARNINGS PER SHARE Awards 0.11 37.5% CORE EFFICIENCY RATIO 71.6% 680 bps improvement Best Private Bank Bermuda THE BAHAMAS | BERMUDA | CAYMAN ISLANDS | GUERNSEY | SWITZERLAND | UNITED KINGDOM 1 Chairman & Chief Executive Ofﬁcer’s Report to the Shareholders In 2013, Butterﬁeld had core earnings of $76.6 million, or $0.11 per Legis Group’s ﬁduciary client base is an excellent complement to our share, an increase of 39.5% over 2012. The improvement in earnings existing book of business. The acquisition—Butterﬁeld’s ﬁrst since drove a similar increase in the core cash return on tangible common 2007—allows us to add scale to our international trust business and equity, which rose to 10.3% from 6.6% last year. depth to our international trust team without having to expand our geographic footprint. Net income in 2013 was $78.2 million, up from $25.6 million in 2012; last year’s net income having been affected by write-downs of goodwill Our efforts to enhance and expand our services and deepen client and downward market valuations of real estate held and used by the relationships have been recognised with several prestigious awards. Bank in its operations. Butterﬁeld was named Bank of the Year – 2013 in our two largest markets, Bermuda and the Cayman Islands, by industry publication, The increase in core earnings against a backdrop of ongoing economic The Banker. Citywealth named Butterﬁeld Trust Company of the Year in difﬁculties in key markets was a pleasing result and a validation of the both Switzerland and the Caribbean, and Private Bank of the Year in effectiveness of our strategy. the Caribbean in its 2014 International Financial Centre Awards. Most recently, Euromoney named Butterﬁeld Best Private Bank in Bermuda. BUSINESS AND PRODUCT DEVELOPMENT The Bank remains strategically focused on balancing capital preservation with appropriate expenditures on initiatives that will ORGANISATIONAL DESIGN In 2013, we completed the conversion of our Guernsey and UK strengthen our core businesses over the long term. To that end, banking systems to an upgraded, shared platform, complementing an the Bank introduced new products in 2013 and continued to invest earlier Bermuda/Cayman conversion. The installation of common core in technology solutions and organisational realignments that will banking systems has facilitated the restructuring of operations and the strengthen our client relationships and further improve our streamlining of back-ofﬁce processing. operating efﬁciency. A key objective of restructuring is the creation of business and Within our community banking markets—Bermuda and the Cayman support teams with multi-jurisdictional responsibilities. In 2013, Islands—our priority was enhancing electronic banking services we built upon our past success in centralising Human Resources, for clients. We introduced mobile banking applications for leading Information Technology, Finance, Asset Management and Trust by smart phones and tablets in both markets simultaneously, leveraging bringing Operations and Marketing personnel in different jurisdictions our recent investment in a banking system that is shared by both together under common reporting lines. The beneﬁts of this kind of jurisdictions. In Bermuda, we were the ﬁrst to market with Chip and restructuring include not only improved operating efﬁciency and the PIN credit card technology that will offer consumers and merchants ability to introduce new products and services to multiple markets added protection against fraud. In Cayman, we enhanced our suite more quickly, but also the creation of new leadership opportunities for of credit cards with the introduction of new cards featuring American Airlines® AAdvantage® travel rewards. Butterﬁeld employees around the globe. Within our Corporate Banking division, our innovative, secured CAPITAL MANAGEMENT At year end, Butterﬁeld’s capital position remained very strong, with deposit product, which is designed to address the liquidity, security a Tier 1 Capital ratio of 19.6% and a Total Capital ratio of 23.7%, well in and return preferences of high value, institutional clients, continued to excess of regulatory requirements. attract new deposits. At year end, secured deposit balances totalled $409 million, an increase of 45% over 2012. During the year, we continued the practice of returning excess capital that was not deployed for business development initiatives directly International trust services have been a cornerstone of Butterﬁeld’s to our shareholders in the form of dividends and through share wealth management offering for decades, and judiciously expanding our presence in that business to build non-interest income is a key buy-back programmes. The Bank declared a special dividend of $0.04 per common and contingent value convertible preference share in part of the Bank’s overall growth strategy. In January 2014, in keeping February 2013 and thereafter, interim dividends of $0.01 per common with that goal, we announced that we had reached an agreement to and contingent value convertible preference share in the second, third acquire the trust and ﬁduciary services business of Legis Group, an and fourth quarters, totalling $38.5 million. We also repurchased independent, Guernsey-based ﬁnancial services company. 4 million common shares and 12,000 preference shares during the year. 2 In addition, in May, Butterﬁeld redeemed $53 million of Series A Directors and bade farewell to Sheila Lines and Pauline Richards, who 2018 Subordinated Notes, reducing annual interest expenses retired from the Board in May after ﬁve and seven years of service, by $4 million. respectively. We thank Sheila and Pauline for their contributions and dedication to Butterﬁeld during their tenure on the Board. Core non-interest expenses were reduced by a total of $18.1 million (6.7%) in 2013 as a result of careful cost management that saw I look forward to working with my fellow Directors and colleagues as reductions in technology, communications, professional and outside we seek to continue to build sustainable value in Butterﬁeld Group by services expenses, in addition to reductions in costs associated with delivering leading products and services to our clients, and supporting the streamlining of operations. The Bank’s core efﬁciency ratio stood the communities in which we operate. at 71.6% at year end, which represents an improvement of 680 basis points over the 2012 ratio. BOARD MATTERS The composition of the Board today is appropriately reﬂective of Butterﬁeld’s geography, ownership and business interests. During 2013, we welcomed Wendall Brown and Caroline Foulger as new Brendan McDonagh Chairman & Chief Executive Ofﬁcer Butterﬁeld Annual Report 2013 3 Community Involvement At Butterﬁeld, we recognise that our role within the communities in which we operate extends beyond providing ﬁnancial services. Through our employees, who volunteer their time and skills to important causes, and through sponsorships and donations, Butterﬁeld supports initiatives and organisations that are working to enhance prosperity, foster social progress and enrich the quality of the lives of the people in our communities. In 2013, Butterﬁeld was pleased to provide support to the following organisations and events: HEALTH & HUMAN SERVICES AIDS FOUNDATION OF THE BAHAMAS supporting the ﬁght against HIV/AIDS: donation (The Bahamas) THE BACK UP TRUST supporting individuals who suffer from spinal cord injuries: donation (UK) BAHAMAS CRISIS CENTRE providing services to victims of physical, sexual and emotional abuse: donation (The Bahamas) BERMUDA HOSPITALS CHARITABLE TRUST Why It Matters campaign supporting the construction of the Acute Care Wing at King Edward VII Memorial Hospital: $500,000 donation (Bermuda) BERMUDA BLOOD DONOR CENTRE: employee volunteers (blood donations) (Bermuda) BILNEY LANE CHILDREN’S HOME, an orphanage and foster home for children aged ﬁve to 18: donation (The Bahamas) BREAST CANCER FOUNDATION raising funds to support the ﬁght against breast cancer: donation (Cayman Islands) CAYMAN HOSPICE CARE providing specialised nursing services and bereavement programmes: donation (Cayman Islands) CAYMAN HEART FUND developing programmes to reduce and help prevent cardiovascular disease: donation (Cayman Islands) CHILDREN’S EMERGENCY HOSTEL providing temporary accommodation, food, clothing, medical care and other necessities to abandoned and neglected children: donation (The Bahamas) ARTS & CULTURAL EVENTS THE FAMILY CENTRE strengthening children, families and systems to create a healthier community: Butterﬁeld Hope Award recipient – March 2013 (Bermuda) GIVE A CHILD A RIDE cycling programme raising funds for the advancement and education of children residing in local orphanages: sponsorship of employee participation (The Bahamas) HANDS ON LONDON distributing donated coats to 100 charitable organisations: employee volunteers (UK) LIONS CLUB OF CAYMAN BRAC supporting a wellness programme promoting healthy diets, exercise and screenings: donation (Cayman Islands) MACMILLAN CANCER SUPPORT providing practical medical and ﬁnancial support for better cancer care: donation (UK) THE SUNSHINE LEAGUE enhancing the lives of foster children: Butterﬁeld Hope Award recipient – June 2013 (Bermuda) THE PRINCESS MARGARET HOSPITAL: donation (The Bahamas) QUEEN ELIZABETH’S FOUNDATION FOR DISABLED PEOPLE working with people with physical and learning disabilities: sponsorship and employee event participation in fundraising triathlon (UK) THE RANFURLY HOME FOR CHILDREN: sponsorship of employee participation in Fun, Run, Walk event (The Bahamas) THE SALVATION ARMY: donations (Bermuda and The Bahamas) TEEN SERVICES/TEEN HAVEN assisting in the empowerment of youth, by promoting healthy development through ongoing education, counselling and support: Butterﬁeld Hope Award recipient – May 2013 (Bermuda) WOMEN’S RESOURCE CENTRE providing assistance to victims of domestic violence and sexual abuse: Butterﬁeld Hope Award recipient – September 2013 (Bermuda) BERMUDA NATIONAL GALLERY: Butterﬁeld Hope Award recipient – October 2013 (Bermuda) GUERNSEY EISTEDDFOD annual music, drama, dance and art festival: sponsorship (Guernsey) GUERNSEY YOUTH THEATRE 2014 production, Footloose - The Musical: sponsorship (Guernsey) GUERNSEY SINFONIETTA ﬁfth anniversary concert: sponsorship (Guernsey) JUNKANOO national cultural festival of The Bahamas: sponsorship (The Bahamas) BERMUDA NATIONAL TRUST Christmas Walkabout in St. George’s: sponsorship (Bermuda) CAYMAN ARTS FESTIVAL bringing varied and diverse performances to the island to help entertain and educate: sponsorship (Cayman Islands) 4 MISS JACKIE’S SCHOOL OF DANCE FortyTude performance celebrating 40 years of dance, with proceeds to the Cayman Islands Diabetes Foundation: sponsorship (Cayman Islands) NATIONAL CHILDREN’S FESTIVAL OF THE ARTS: Butterﬁeld Young Musician of the Year Award presented to Hannah Fowler (Cayman Islands) NATIONAL GALLERY OF THE CAYMAN ISLANDS Art of Assemblage Exhibition and Workshop 2013: sponsorship (Cayman Islands) YOUNG MUSICIANS’ ANNUAL CONCERT AT ST. JAMES: sponsorship (Guernsey) EDUCATION & INSTRUCTION 3 TOUCH VOLLEYBALL CLUB teaching sports skills to youth aged eight to 16: sponsorship (Guernsey) ALPHA PHI ALPHA FRATERNITY providing mentoring to local students: Butterﬁeld Hope Award recipient – December 2013 (Bermuda) BAHAMAS CHAMBER OF COMMERCE education initiatives: sponsorship (The Bahamas) BERMUDA SCHOOL OF MUSIC providing music education to island residents: Butterﬁeld Hope Award recipient – July 2013 (Bermuda) BERMUDA SEA CADETS: summer intern/employee volunteership and Butterﬁeld Hope Award recipient – January 2013 (Bermuda) HARMONY LEARNING CENTRE assisting learning disabled adults in Cayman Brac: donation (Cayman Islands) MUSIC SERVICE WIDER OPPORTUNITIES SCHEME providing musical instruments for local school children: donation (Guernsey) NATIONAL DANCE FOUNDATION providing world-class training opportunities to dancers, teachers and choreographers: Butterﬁeld Hope Award recipient – April 2013 (Bermuda) BUTTERFIELD UNDERGRADUATE SCHOLARSHIP awarded to Justino Rodriques (Cayman Islands) C.A.R.E. LEARNING CENTRE assisting primary, middle and senior secondary students in upgrading their academic skills: Butterﬁeld Hope Award Recipient – February 2013 (Bermuda) CAYMAN NATIONAL CULTURAL FOUNDATION Young at Arts programme providing after-school instruction in the performing arts: sponsorship (Cayman Islands) OKTOBERFEST STUDENT MUSIC OUTREACH PROGRAMME providing music workshops for local school children: sponsorship (Bermuda) RALEIGH BERMUDA organising overseas expeditions for young people: Butterﬁeld Hope Award recipient – November 2013 (Bermuda) THE READING CLINIC assisting students with learning difﬁculties (particularly dyslexia) involving the basic language skills of reading, writing and spelling: Butterﬁeld Hope Award recipient – August 2013 (Bermuda) SAILING TRUST acquisition of a new Laser boat to be used in children’s sailing instruction: sponsorship (Guernsey) SIR HARRY D. BUTTERFIELD SCHOLARSHIP awarded to Akeila Richardson (Bermuda) SIR DUDLEY A. SPURLING POSTGRADUATE SCHOLARSHIP awarded to Kevin Minors (Bermuda) SPORTING EVENTS BUTTERFIELD BERMUDA GRAND PRIX 2013 cycling event: title sponsorship and employee volunteers (Bermuda) CLASSIC CHANNEL REGATTA yacht race: sponsorship (Guernsey) LE GRANDE MARE JUNIOR GOLF competition: sponsorship (Guernsey) NATWEST ISLAND GAMES BERMUDA 2013: Local event sponsorship and employee volunteers (Bermuda) ST. PATRICK’S DAY 5K IRISH JOG fundraiser for the Sunrise Adult Training Centre: title sponsorship (Cayman Islands) Athlete bursaries for six students (Guernsey) Athletes’ uniforms (Cayman Islands) Butterﬁel Annual Report 2013 5 Butterﬁeld Annual Report 2013 5 Board of Directors & Principal Board Committees COMMITTEES INDICATED BY NUMBERS 1 CHAIRMAN BRENDAN MCDONAGH Chief Executive Ofﬁcer, The Bank of N.T. Butterﬁeld & Son Limited 1,3,5 VICE CHAIRMAN BARCLAY SIMMONS* Managing Partner, Attride-Stirling & Woloniecki, Barristers & Attorneys 1,2,4 ALASTAIR BARBOUR* Retired Partner, KPMG 2,5 WENDALL BROWN* Chairman & President, BDC 2000 1,2,4 VICTOR DODIG Senior Executive Vice-President and Group Head, Wealth Management, CIBC XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX 2,4 CAROLINE FOULGER* Retired Partner, PwC 3,5 OLIVIER SARKOZY Managing Director and Head of The Carlyle Group’s Global Financial Services Group 1,3,5 WOLFGANG SCHOELLKOPF* Managing Partner, PMW Capital Management 1,3,5 RICHARD VENN Senior Executive Vice-President, Advisor to the CEO Ofﬁce, CIBC 3,4 JOHN WRIGHT* Retired Bank Chief Executive PRINCIPAL BOARD COMMITTEES 1. EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS Supports the Board in fulﬁlling its overall governance responsibilities. 3. RISK POLICY & COMPLIANCE COMMITTEE Focuses on credit, market and operational risk. 2. AUDIT COMMITTEE Oversees Butterﬁeld’s ﬁnancial reports, internal ﬁnancial controls, internal audit processes and compliance. 4. CORPORATE GOVERNANCE COMMITTEE Focuses on Directors’ and Board Committee governance, performance and Directors’ nominations. 5. COMPENSATION & HUMAN RESOURCES COMMITTEE Focuses on compensation and beneﬁts, employee development and succession. DIRECTORS’ CODE OF PRACTICE AND GROUP CODE OF CONDUCT The Directors have adopted a Code of Best Practice based upon recommended principles of corporate governance. In implementing the Code, the Board meets regularly, retains full effective control over the Bank, and monitors executive management. A Group Code of Conduct & Ethics applies to Directors and employees and imposes Butterﬁeld’s principles of business, including ethics and conﬂicts of interest. Copies of the Codes can be accessed on www.butterﬁeldgroup.com. *Independent, Non-Executive Director. On an annual basis, the Corporate Governance Committee ensures the appropriate composition of the Board and its Committees in accordance with the Group’s Corporate Governance Policy. The assessment of the independence of a Director is based upon a number of factors including, but not limited to: whether he or she has been employed by the Group within the last ﬁve years; whether he or she has had, within the last three years, a material relationship with the Group; and whether he or she represents a signiﬁcant Shareholder. 6 Group Executive Management BRENDAN MCDONAGH Chairman & Chief Executive Ofﬁcer MICHAEL COLLINS Senior Executive Vice President Bermuda CONOR O’DEA Senior Executive Vice President International Banking DANIEL FRUMKIN Executive Vice President Chief Risk Ofﬁcer DONNA HARVEY MAYBURY Executive Vice President Human Resources JOHN MARAGLIANO Executive Vice President Chief Financial Ofﬁcer ROBERT MOORE Executive Vice President Head of Group Trust SHAUN MORRIS Executive Vice President General Counsel, Group Chief Legal Ofﬁcer MICHAEL NEFF Executive Vice President Head of Group Asset Management OWEN MARTIN Senior Vice President Group Internal Audit Butterﬁeld Annual Report 2013 7 88 Table of Contents CONTENTS MANAGEMENT’S DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION • Performance Measurement • About Butterﬁeld • Business Strategy • 2013 Overview • Market Environment • 2014 Outlook • Financial Summary CONSOLIDATED RESULTS OF OPERATIONS AND DISCUSSION FOR FISCAL YEAR ENDED 31 DECEMBER 2013 CONSOLIDATED BALANCE SHEET AND DISCUSSION OFF BALANCE SHEET ARRANGEMENTS RISK MANAGEMENT JURISDICTION AND BUSINESS LINE OVERVIEWS • Bermuda • Cayman Islands • Guernsey • United Kingdom • Group Asset Management • Group Trust FINANCIAL STATEMENTS • Management’s Financial Reporting Responsibility • Independent Auditor’s Report to the Board of Directors and Shareholders • Consolidated Balance Sheet • Consolidated Statements of Operations • Consolidated Statements of Comprehensive Income • Consolidated Statements of Changes in Shareholders’ Equity • Consolidated Statements of Cash Flows • Notes to the Consolidated Financial Statements SHAREHOLDER INFORMATION 10 10 11 11 12 13 14 15 16 24 33 35 39 40 42 44 46 48 49 50 51 52 54 55 56 57 58 59 105 Butterﬁeld Annual Report 2013 9 Management’s Discussion & Analysis of Results of Operations and Financial Condition The ﬁnancial overview of results of operations and ﬁnancial condition should be read in conjunction with our consolidated ﬁnancial statements and the related notes. The ﬁnancial statements and notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All references to “Butterﬁeld”, the “Group” or the “Bank” refer to The Bank of N.T. Butterﬁeld & Son Limited and its subsidiaries on a consolidated basis. Certain statements in this discussion and analysis may be deemed to include “forward looking statements” and are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Forward looking statements are not historical facts but instead represent only management’s belief regarding future events, many of which by their nature are inherently uncertain and outside of management’s control. Actual results may differ materially from those included in these statements due to a variety of factors, including worldwide economic conditions, success in business retention and obtaining new business and other factors. PERFORMANCE MEASUREMENT We use a number of ﬁnancial measures to assess the performance Tangible Total Equity/Tangible Asset Ratio (“TE/TA”) TE/TA is used to determine how much loss the Bank can take before of our business. Some measures are calculated in accordance with capital is impacted. The TE/TA ratio is calculated as (Common Equity GAAP, while other measures do not have a standardised meaning + Preferred Equity - Intangible Assets - Goodwill) / Tangible Assets. under GAAP. Accordingly, these measures, described below, may not Tangible equity does not include goodwill or intangible assets. be comparable to similar measures used by other companies. Investors Tangible assets are the Bank’s total assets from continuing operations may however ﬁnd these non-GAAP ﬁnancial measures useful in analysing less goodwill and intangibles. ﬁnancial performance. Return on Common Equity (“ROE”) ROE measures proﬁtability by revealing how much proﬁt is generated Tangible Common Equity/Tangible Asset Ratio (“TCE/TA”) TCE/TA is used to determine how much loss the Bank can take before other forms of capital, other than common equity, are impacted. The with the money invested by common shareholders. ROE is the TCE/TA ratio is calculated as (Common Equity - Intangible Assets amount of net income to common shareholders as a percentage of - Goodwill) / Tangible Assets. Tangible Common Equity does not average common equity and calculated as Net Income to Common include the preference shareholders’ equity or goodwill and intangible Shareholders / Average Common Equity. Net Income is for the full assets. Tangible Assets are the Bank’s total assets from continuing ﬁscal year (before dividends paid to common shareholders but after operations less goodwill and intangibles. dividends to preference shareholders). Common equity does not include the preference shareholders’ equity. Total Capital Ratio The Total capital ratio measures the amount of the Bank’s capital in Core Cash Return on Tangible Common Equity (“CCROTCE”) CCROTCE measures core cash proﬁtability as a percentage of average relation to the amount of risk it is taking. All banks must ensure that a reasonable proportion of their risk is covered by permanent capital. tangible common equity. CCROTCE is the amount of core income to Under Basel II, Pillar I, banks must maintain a minimum Total capital common shareholders excluding amortisation of intangible assets as a ratio of 8%. In effect, this means that 8% of the risk-weighted assets percentage of average tangible common equity and calculated as Core must be covered by permanent or near permanent capital. The risk Cash Earnings to Common Shareholders / Average Tangible Common weighting process takes into account the relative risk of various types Equity. Core Cash Earnings to Common Shareholders is net earnings of lending. The higher the capital adequacy ratio a bank has, the to common shareholders for the full ﬁscal year (before dividends greater the level of unexpected losses it can absorb before paid to common shareholders but after dividends to preference becoming insolvent. shareholders) adjusted for one-off items not in the ordinary course of business plus amortisation of intangible assets expensed in the year. Average Tangible Common Equity does not include the preference Tier 1 Capital Ratio The Tier 1 capital ratio is the ratio of the Bank’s core equity capital, shareholders’ equity or goodwill and intangible assets. as measured under Basel II, to its total risk-weighted assets (“RWA”). RWA are the total of all assets held by the Bank weighted by credit risk 10 ABOUT BUTTERFIELD Established in 1858, Butterﬁeld provides community banking and wealth management in Bermuda and select markets in the Caribbean and Europe. Today we are the largest independent bank in Bermuda and have a signiﬁcant market position in the Cayman Islands. Group-wide, we have over 1,100 employees across six jurisdictions. Butterﬁeld offers a full range of community banking services in Bermuda and the Cayman Islands, consisting of institutional, corporate, commercial and retail banking and treasury activities. In wealth management, we provide private banking, asset management, custody and trust services to individual, family, institutional and corporate clients from our headquarters in Bermuda and subsidiary ofﬁces in The Bahamas, the Cayman Islands, Guernsey, Switzerland and the United Kingdom. according to a formula determined by the Regulator. The Bank follows the Basel Committee on Banking Supervision (“BCBS”) guidelines in setting formulae for asset risk weights. Efﬁciency Ratio The efﬁciency ratio is an indicator used to assess operating efﬁciencies and demonstrates how efﬁciently management is controlling expenses relative to generating revenues. The efﬁciency ratio is calculated by Tier 1 Common Ratio The Tier 1 common ratio is the same as the Tier 1 capital ratio but only taking the cash non-interest expenses as a percentage of total revenue before gains and losses and provisions for credit losses and calculated includes common equity in the numerator and deducts the preference as (Non-Interest Expenses – Amortisation of Intangible Assets) / shareholders’ equity. Return on Assets (“ROA”) ROA is an indicator of proﬁtability relative to total assets and demonstrates how efﬁcient management is at using the assets to generate earnings. The ROA ratio is calculated as Annual Net Income / Average Total Assets. Core Return on Average Assets (“CROAA”) CROAA is an indicator used to assess the core proﬁtability of average (Non-Interest Income + Net Interest Income Before Provision for Credit Losses). Cash non-interest expenses exclude income taxes and amortisation of intangible assets. Core Efﬁciency Ratio The core efﬁciency ratio is an indicator used to assess core operating efﬁciencies relative to generating core revenues. The core efﬁciency ratio is calculated by taking the core cash non-interest expenses as a percentage of total core revenue before gains and losses and provisions for credit losses and calculated as (Core Non-Interest total assets and demonstrates how efﬁciently management is utilising Expenses – Amortisation of Intangible Assets) / (Core Non-Interest its assets to generate core net income. CROAA is calculated by taking Income + Core Net Interest Income Before Provision for Credit the annualised core net income as a percentage of average total assets Losses). Core cash non-interest expenses exclude income taxes and and calculated as Core Net Income / Average Total Assets. Core net income is the net income adjusted for one-off items not in the ordinary amortisation of intangible assets. course of business, annualised. BUSINESS STRATEGY Whilst remaining well capitalised with strong liquidity, our strategic Net Interest Margin (“NIM”) NIM is a performance metric that examines how successful the Bank’s focus is on building shareholder value by expanding our share of the community and private banking markets in jurisdictions in which we investment decisions are compared to its cost of funding assets have a meaningful presence and a depth of local market knowledge. and is expressed as net interest income as a percentage of average Our strategy also involves leveraging our multi-jurisdictional trust, interest-earning assets. NIM is calculated as Net Interest Income custody and asset management offerings to build our wealth Before Provision for Credit Losses / Average Interest-Earning Assets. management business from both cross-referrals with existing customers Net Interest Income is the interest earned on cash and cash equivalents, investments, loans and other interest-earning assets and business development through referrals and relationships with ﬁduciaries and advisers. We aim to build upon our relationship- minus the interest paid for deposits, short-term borrowings and based business approach by delivering exceptional client service long-term debt. The Average Interest-Earning Assets are calculated experiences, as well as a wide range of products to meet our clients’ using daily average balances of interest-earning assets. ﬁnancial services needs. Butterﬁeld Annual Report 2013 11 The wide range of products on offer is reﬂective of our strategy of ongoing challenges of a changing investment climate, whilst minimising pursuing opportunities in diversiﬁed businesses including community credit risk in the investment book. Our continued management of banking, private banking, asset management, custody, corporate interest rate risk requires us to purchase ﬁxed-rate investments that, trust and personal trust services. These diverse businesses directly whilst complying with our credit safety requirements, will experience contribute to the high level of fee income relative to our total income. temporary declines in market values when rates start to increase. Despite the current economic environment reducing the volume of Rising interest rates will improve the proﬁtability of Butterﬁeld, such customer activity, our fee income remains at almost 36% of revenue that these anticipated negative marks are part of our strategy. They before credit provisions and gains or losses. will not affect earnings, as they are not credit related, but they will potentially give rise to negative impacts in equity through “other Building on our community banking and wealth management strategies comprehensive income” for available-for-sale (“AFS”) investments. will also leverage our strong and loyal client base. Unlike many To minimise the impact on our equity in such circumstances, whilst banks, Butterﬁeld is almost exclusively funded by our shareholders implementing proper management of interest rate risk, we increased and customers. Our core customer deposits have been very stable the held-to-maturity (“HTM”) portfolio to $334 million at year end. throughout the credit crisis. In 2013, we focused on these core deposits and pricing discipline to signiﬁcantly improve their contribution to net interest income. This contribution reﬂects the strength of being a 2013 OVERVIEW In 2013, the Bank made solid progress streamlining and coordinating deposit-led organisation even in times of low interest rates. operations across jurisdictions, focusing on effective expense management, and continuing with the Share Buy-Back Programme. To support our strategy, the Bank aligns our management structure Core earnings improved as a result by $21.7 million to $76.6 million, to focus on lines of business and central support services with building on our very strong capital position with Total and Tier 1 increasingly less emphasis on independent management by capital ratios of 23.7% and 19.6%, respectively. The Board continues to jurisdiction. However, we remain ﬂexible and nimble in each monitor capital levels, maintaining a conservative capital management jurisdiction, with business development and decision making on philosophy such that Butterﬁeld remains well capitalised. To further client service-related matters based locally. In addition, we continue enhance common shareholder returns, the Board declared a fourth to invest heavily in new technology allowing for new and more ﬂexible interim dividend of $0.01 per common share and a special dividend of products, enhanced customer service and a streamlined, more efﬁcient $0.01 per common share on 25 February 2014. On a going-forward basis, operation. We expect recent investment in core banking systems in the Board will continue to assess capital planning options and declare our two largest markets (Bermuda and Cayman), upgrades in Guernsey dividends as warranted, subject to regulatory approval. and the United Kingdom, and the introduction of mobile banking in Bermuda and Cayman will enhance our strategy by driving additional revenue opportunities, improving internal controls, and creating new The Bank’s balance sheet remains strong, with shareholders’ equity ending the year at $802.6 million, of which $183.6 million is operational efﬁciencies. 8% preference shareholders’ equity and $619 million is common and contingent value convertible preference shareholders’ equity Given the large, loyal customer deposit base enjoyed in our main (“common equity”). Total assets remained stable, growing slightly by jurisdictions, and the relatively low volume of lending demand from $38 million to $8.9 billion. Underlying this stability, cash and loans our customer base, our investment strategy is more important than grew by $320 million while investments declined by $289 million. All is the case for most ﬁnancial institutions. At 31 December 2013, we other assets increased by $7 million. Total liabilities increased by had $4.4 billion of cash and investments representing 50% of total $92 million as customer deposit levels showed resilience in this low assets. In recognition of this deﬁning characteristic of Butterﬁeld, we interest rate environment growing $331 million over 2012, a reﬂection maintain a conservative approach to our investments. With the help of Butterﬁeld’s strategic targeting of certain segments of the deposit of our investment advisers, we continued to manage our interest rate market. Bank deposits were down $86 million, other liabilities were risk, which measures the degree to which our proﬁtability is at risk down $99 million, and shareholders’ equity declined by $54 million due to changes in interest rates. Our focused investment strategy has due mainly to changes in other comprehensive income. allowed us to improve the proﬁtability of our investments despite the 12 Key accomplishments in 2013 were as follows: MARKET ENVIRONMENT The global economic recovery from the recession is expected to • • • • • • • Core proﬁtability: The Bank delivered good growth in core net income, up $21.7 million (39.5%) to $76.6 million from $54.9 million continue in an inconsistent manner. A few countries are showing clear signs of growth and improvement, whilst most regions improve slowly in 2012. or continue to experience economic challenges. The breadth, depth, speed, and sustainability of the world’s recovery remains a matter of Capital: We maintained a strong capital position, with $1.0 billion of regulatory capital, a Tier 1 capital ratio of 19.6% at discussion and there is no clear consensus, though most economic forecasts remain cautiously optimistic the global recovery will show 31 December 2013, and a TCE/TA ratio of 6.8%. slow and modest improvement. Investment strategy: NIM remained stable at 264 basis points compared to 266 basis points in 2012. Underlying this stability, The United States (“US”) economy experienced modest but broadly based improvement in 2013. The Federal Reserve’s quantitative easing earning asset yields declined by 8 basis points as the paydown stimulus and higher levels of business investment by the corporate of higher yielding loans more than offset new loan volumes and commercial sector spurred an increase in gross domestic product at lower rates and an increase in investment portfolio yields. (“GDP”). This resulted in improved employment ﬁgures further Liability costs were down due to the retirement of $53 million of supporting increases in consumer conﬁdence, consumer spending, and subordinated capital, revised pricing strategies, and higher levels contributed to continued stabilisation in the housing market. These of non-interest bearing balances. advancements, combined with the 2014 budget agreement averting Expenses: Non-interest expenses decreased by $12.2 million (4.4%), from $274.8 million in 2012, to $262.6 million in 2013, whilst the ﬁscal cliff, provided the Federal Reserve with sufﬁcient evidence to begin a cautious tapering of the quantitative easing stimulus. core expenses decreased by $18.1 million from $271.8 million to The Eurozone remained weak in 2013 with record high unemployment $253.7 million, an improvement of 6.7%. and minimal GDP growth. Although signs of improvement were noted with fourth quarter employment ﬁgures, Spain exiting its recession, and Headcount: Across the Group, headcount on a full-time equivalency basis, excluding students, was reduced by 98 (8.0%) lower inﬂation, the broader European economy remained weak with few signs of growth or meaningful improvement. In the UK, economic from 1,231 as at 31 December 2012 to 1,133 at the end of 2013. signals were slightly better, but still mixed as GDP moved marginally Deposits: Customer deposits increased by $331 million, whilst deposit costs decreased by 3 basis points from 33 basis points in 2012 to 30 basis points in 2013. higher, driven by the services sector and supported by manufacturing and property values. Unemployment however remained elevated and mild inﬂation placed additional pressure on both consumer conﬁdence and spending. Loan quality: As at 31 December 2013, the Bank had gross non-accrual loans of $104.1 million representing 2.5% of total gross The Bermuda economy remains challenged but showed progress in some areas during 2013. Unemployment improved from 2012 and the loans, reﬂecting an improvement from the $113.4 million, or 2.8%, decline in GDP slowed. Still, the GDP growth rate remained negative of total loans at year-end 2012. Net non-accrual loans were and pressured banking activities in our Bermuda results. The Cayman $82 million, equivalent to 2.0% of net loans, after speciﬁc Islands experienced GDP growth in 2013 with strength noted in the provisions of $22.1 million, reﬂecting a decreased speciﬁc hotel, restaurant, real estate, construction, and business activity provision coverage ratio of 21.2%, down from 23.6% at sectors. The consumer price index also showed a modest increase, with 31 December 2012. higher costs for household goods, clothing, and footwear. • Systems: Butterﬁeld completed major banking platform conversions in Europe and introduced electronic mobile The mixed economic climate in our two largest operations in 2013 resulted in limited loan demand and more pressure on customers’ banking in Bermuda and Cayman in 2013. ability to service loan payment obligations. Conversely, our private • Ratings: Moody’s at A3, Standard & Poor’s at BBB+; and Fitch at A-. Butterﬁeld Annual Report 2013 13 banking business in Europe continued to enjoy strong loan demand With respect to interest rates, long-term rates are beginning to rise resulting in growth in consumer lending and our high quality, low above historic lows, but given the central banks’ intent of maintaining loan-to-value residential mortgage portfolio to high net worth customers. low interest rates, many ﬁnancial institutions remain focused on optimising their business models and adjusting to the current Amidst this macroeconomic uncertainty, the Bank continues to maintain economic conditions; Butterﬁeld is no exception. a highly liquid balance sheet with a low risk investment portfolio and minimal reliance on wholesale money markets for liquidity. Our asset and liability management strategy focuses on net interest 2014 OUTLOOK We are cautiously optimistic that improvements noted in certain areas income at risk in varying interest rate environments and this means we position our balance sheet to maximise net interest income over a three to ﬁve-year period. We match our expected investment ﬂows of the global economy during 2013 will continue. However, the ability with our maturities and turnover on the liability side of the balance of economic forecasters to accurately assess the economic future is sheet, whilst partially neutralising the impact of changing interest rates challenged by inconsistent trends in terms of the strength, scope, and in any given reporting period. These investments position us so we geography of the world’s recovery. As a result, conﬁdence levels in are not reliant on rising rates to achieve adequate proﬁtability. When these forecasts remain moderate. Despite the difﬁculties, there are higher rates materialise, core proﬁtability should be further improved. emerging themes that show promise for 2014. Broadly, the US economy Higher rates will also have a restraining effect on capital levels as they showed surprising strength in 2013, particularly with respect to GDP will reduce the market values of our longer-dated securities in our AFS growth and employment. This strength is expected to continue. book, partially offset by lower liabilities for future pension and health costs for employees. Similarly, the UK showed marked, albeit inconsistent, improvement over 2012. The UK economy is projected to consolidate those gains In 2014, our strategy remains relatively unchanged as we continue with a broader recovery in 2014. In the Eurozone, the economy remains to focus our attention on the development of our core businesses, challenged. Despite a growing German economy, the overall Eurozone which we expect will drive revenue growth. We expect to be able to remains a basket of economies with inconsistent performance and continue to improve our efﬁciency ratio in 2014, based on leveraging its economic outlook remains weak. In the Eurozone, debt levels our investments in technology, redesigning processes, and centralising and unemployment remain stubbornly high, while conﬁdence and support services. In addition, we aligned our incentive plans more expectations for a short-term improvement remain low. closely with business development and targeted ﬁnancial results. Whilst various agencies project a decline in Bermuda’s GDP during Subsequent to year-end, we announced our intention to expand our 2014, they also note progress in the Bermuda economy particularly in the areas of stable and improving employment, wage levels, trust and ﬁduciary services presence in Guernsey—one of our core markets—through the acquisition of Legis Group’s trust business; government support for improving the economy, and increases in Butterﬁeld’s ﬁrst acquisition in seven years. Legis Group was recently average hours worked. In the Cayman Islands, GDP is expected to recognised as one of the leading international ﬁnance ﬁrms at the improve from 2013 with continuing strength in hospitality, construction, Citywealth International Financial Centre Awards and named Guernsey’s and real estate. Additionally, unemployment is expected to remain 2013 Trust Company of the Year. This transaction, which is expected to stable, though inﬂation pressures will continue. be completed during the ﬁrst quarter of 2014, will enhance our trust client base and associated long-term revenues without the need to expand our geographic footprint. 14 FINANCIAL SUMMARY (in $ thousands, except per share data) As at 31 December Cash and cash equivalents Short-term investments Investments in debt and equity securities Loans, net of allowance for credit losses Premises, equipment and computer software Goodwill and intangible assets Total assets from continuing operations Assets of discontinued operations Total assets Total deposits Subordinated capital Shareholders’ equity 2013 1,730,472 54,981 2,613,643 4,088,225 240,603 19,121 8,870,815 - 8,870,815 7,637,951 207,000 2012 1,542,526 76,213 2,881,704 3,955,960 243,321 22,276 8,833,009 - 8,833,009 7,393,238 260,000 2011 1,902,726 20,280 2,061,639 4,069,419 272,472 46,100 8,517,306 307,044 8,824,350 7,256,561 267,755 2010 2,222,934 18,157 2,764,723 3,858,138 257,468 51,435 9,346,914 276,573 9,623,487 7,988,501 282,799 2009 1,932,189 14,881 2,899,668 4,025,981 240,010 62,867 9,313,282 281,524 9,594,806 8,451,311 283,085 Preference shareholders’ equity 183,606 195,578 200,000 200,000 200,000 Common and contingent value convertible preference shareholders’ equity 618,955 661,596 629,725 609,289 155,460 For the year ended 31 December Interest income Loans Investments Deposits with banks Interest expense Net interest income before provision for credit losses Non-interest income Provision for credit losses Salaries and other employee beneﬁts Other non-interest expenses (including income taxes) Net income (loss) before gains and losses Other gains (losses) Net income (loss) from continuing operations Net income (loss) from discontinued operations Net income (loss) Non-core items Core net income (loss) Dividends and guarantee fee of preference shares Premium paid on preference shares bought back Core cash earnings to common shareholders Common dividends paid Financial Ratios Core cash return on average assets Core cash return on average tangible common equity Return on common shareholders’ equity Tier 1 capital ratio Total capital ratio Tangible common equity ratio Tangible total equity / tangible assets Net interest margin Efﬁciency ratio Core efﬁciency ratio 187,042 60,875 5,291 (29,399) 223,809 125,963 (14,825) (131,064) (132,472) 71,411 6,749 78,160 - 78,160 (1,600) 76,560 (16,990) (2,756) 62,928 38,531 0.9% 10.3% 9.2% 19.6% 23.7% 6.8% 8.9% 2.64% 74.1% 71.6% 190,691 49,117 4,999 (33,102) 211,705 128,543 (14,190) (137,433) (143,352) 45,273 (27,312) 17,961 7,620 25,581 29,300 54,881 (18,000) (967) 41,921 - 0.6% 6.6% 1.1% 18.5% 24.2% 7.3% 9.5% 2.66% 79.3% 78.4% 188,043 43,816 9,636 (39,246) 202,249 132,349 (13,169) (145,136) (141,186) 35,107 4,238 39,345 1,127 40,472 (2,700) 37,772 (21,270) - 21,869 - 0.4% 3.8% 3.0% 17.7% 23.5% 6.9% 9.3% 2.42% 84.1% 83.6% 181,786 26,161 11,015 (52,937) 166,025 143,264 (40,262) (153,246) (143,174) (27,393) (180,366) (207,759) 144 (207,615) 222,400 14,785 (18,000) - 2,063 - 0.2% 0.6% (44.3%) 15.7% 21.6% 5.8% 7.9% 1.91% 95.0% 88.2% 195,490 44,166 12,641 (77,589) 174,708 148,473 (102,716) (151,346) (135,898) (66,779) (147,635) (214,414) 1,001 (213,413) 234,400 20,987 (9,450) - 17,363 14,938 0.2% 4.0% (47.0%) 7.2% 10.1% 0.9% 3.0% 1.90% 87.3% 86.8% Butterﬁeld Annual Report 2013 15 Per participating share (1) ( $ ) Net income (diluted) Cash dividends Net book value Tangible net book value Core cash earnings per share (diluted) Number of employees (2) Bermuda Overseas Total Other data Weighted average number of participating shares on a fully diluted basis (3) Risk-weighted assets 0.11 0.07 1.13 1.09 0.11 554 579 1,133 0.01 - 1.20 1.16 0.08 624 607 1,231 0.03 - 1.14 1.05 0.04 664 606 1,270 (0.47) - 1.10 1.00 0.01 732 649 1,381 (2.34) 0.12 1.63 0.93 0.19 761 708 1,469 553,571 4,197,744 556,357 4,275,055 555,615 4,425,639 477,225 4,934,569 95,065 5,734,096 (1) Includes both common and contingent value convertible preference shareholders’ equity. (2) On a full-time equivalency basis and excluding students. (3) All prior-period per common share data and number of common shares, with the exception of dividends, have been restated to reﬂect the $0.04 stock dividend declared for March, May, August and November 2009. CONSOLIDATED RESULTS OF OPERATIONS AND DISCUSSION FOR FISCAL YEAR ENDED 31 DECEMBER 2013 Net Income The Bank reported net income of $78.2 million for the year ended 31 December 2013, compared to $25.6 million in 2012. Results in both years were adversely affected by various non-core gains (losses) and expenses. After deduction of preference dividends and guarantee fees ($17.0 million) and the premium paid on preference shares bought back ($2.8 million), the net income available to common shareholders was $58.4 million ($0.11 per share) in 2013 compared to $6.6 million ($0.01) in 2012. The following table states reported earnings for 2013 compared to 2012: (in $ millions) Non-interest income Net interest income before provision for credit losses Total revenue before provision for credit losses and gains and losses Provision for credit losses Net gains (losses) Total net revenue Non-interest expenses Net income before taxes Income tax (expense) beneﬁt Net income from continuing operations Net income from discontinued operations Net income Dividends and guarantee fee of preference shares Premium paid on preference shares bought back Net earnings attributable to common shareholders Net earnings per common share Basic Diluted Year ended 31 December 2013 126.0 223.8 349.8 (14.8) 6.7 341.7 (262.6) 79.1 (0.9) 78.2 - 78.2 (17.0) (2.8) 58.4 0.11 0.11 2012 128.5 211.7 340.2 (14.2) (27.3) 298.7 (274.8) 23.9 (5.9) 18.0 7.6 25.6 (18.0) (1.0) 6.6 0.01 0.01 $ change (2.5) % change (1.9%) 12.1 9.6 (0.6) 34.0 43.0 12.2 55.2 5.0 60.2 (7.6) 52.6 1.0 (1.8) 51.8 0.10 0.10 5.7% 2.8% (4.2%) 124.5% 14.4% 4.4% 231.0% 84.7% 334.4% (100.0%) 205.5% 5.6% (180.0%) 784.8% 1000.0% 1000.0% 16 Core Earnings The following table reconciles the Bank’s US GAAP net income for 2013 and 2012 to core earnings attributable to common shareholders: Year ended 31 December (in $ millions) Net income Non-core items: Impairment of ﬁxed assets Impairment of goodwill and intangible assets Net gain on sale of afﬁliate Additional consideration from previously disposed of entities Impairment of investment in afﬁliate Realised gain on legal settlement Early retirement programme and redundancies Onerous leases Deferred tax valuation allowance and tax adjustments Net income from discontinued operations Total one-time items Core earnings Preference dividend and guarantee fee Amortisation of intangible assets Core cash earnings to common shareholders Core earnings per common share (1) EPS impact of non-core items - fully diluted EPS core earnings - fully diluted Core cash earnings per share - fully diluted 2013 78.2 - - (0.4) (0.8) 3.8 (13.1) 8.9 - - - (1.6) 76.6 (17.0) 3.4 63.0 - 0.11 0.11 2012 25.6 14.5 18.6 (4.2) - - - 2.2 0.8 5.0 (7.6) 29.3 54.9 (18.0) 5.0 41.9 0.05 0.07 0.08 (1) Premium paid on preference shares bought back was not adjusted as management views the transaction as non-core. Impairment of Fixed Assets In 2012, the Bank recognised $14.5 million of write-downs on properties deemed impaired as the carrying value was not considered recoverable. Impairment of Goodwill and Intangible Assets In 2012, the Bank’s annual impairment test concluded that the carrying value of goodwill and intangible assets in certain segments was considered fully impaired due to a continuous period of losses incurred and future estimated proﬁtability being unable to sustain current valuations. Net Gain on Sale of Afﬁliate During December 2013, the Bank sold its 30% interest in Freisenbruch-Meyer Insurance Ltd., a Bermuda-based insurance company, for $3.4 million, resulting in a gain of $0.4 million. In the second quarter of 2012, the Bank sold its 27.8% interest in Island Heritage Holdings Ltd., a Cayman-based insurance company, to BF&M Limited for gross proceeds of $18.5 million, resulting in a gain of $4.2 million. Additional Consideration from Previously Disposed of Entities During 2013, the Bank received additional sale consideration for the disposal of Island Heritage of $0.4 million and expense repayments from a previously disposed of subsidiary of $0.4 million. Impairment of Investment in Afﬁliate At 31 December 2013, the Bank recognised a $3.8 million impairment loss in one of its investments in afﬁliates as the fair value of the investment in afﬁliate was less than the carrying amount. Realised Gain on Legal Settlement During the second quarter of 2013, the Bank reached a legal settlement relating to a previously disposed of investment, resulting in a one-off receipt of $13.1 million. Butterﬁeld Annual Report 2013 17 Early Retirement Programme and Redundancies As part of the Bank’s cost reduction programme, incentive packages for redundancies and optional early retirement were offered to eligible employees. In 2013 and 2012, the cost of this programme, recorded in salaries and other employee beneﬁts, amounted to $8.9 million and $2.2 million, respectively. Onerous Leases The Bank leases certain properties in the normal course of business and certain of the leased premises have been sublet. If the net present value of the lease obligations exceeds the expected rent receipts, an onerous lease charge is recognised. During 2012, $0.8 million of such charges were recognised. Deferred Tax Valuation Allowance and Tax Adjustments As of 31 December 2012, our UK bank incurred cumulative losses over a three-year period, triggering a $4.1 million write-down of a related deferred tax asset. Additional UK tax expense adjustments relating to 2011 of $0.9 million were also included in 2012. Net Income from Discontinued Operations During 2012, Butterﬁeld sold its Barbados operations for a net gain of $7.2 million. As a result, Barbados is reported as discontinued operations. Year-to-date net income includes $7.6 million of discontinued operations in 2012. Revenue Total revenue before provisions for credit losses and gains and losses for 2013 was $349.8 million, up $9.6 million (2.8%) from 2012. Net interest income before provisions for credit losses increased from $211.7 million in 2012 to $223.8 million in 2013, an improvement of $12.1 million (5.7%). This was partially offset by a decrease in non-interest income which was down $2.5 million (1.9%). The increase in net interest income was driven by higher investment portfolio balances of $199.4 million, an increase in related investment yields of 29 basis points, and a decrease in liability costs of 8 basis points. These improvements more than offset a decline in loan yields of 9 basis points. The overall NIM remained stable at 264 basis points compared to 266 basis points in 2012. DISTRIBUTION OF 2013 TOTAL REVENUES BEFORE PROVISIONS FOR CREDIT LOSSES AND GAINS AND LOSSES DISTRIBUTION OF 2013 TOTAL REVENUES BY LOCATION BEFORE PROVISIONS FOR CREDIT LOSSES AND GAINS AND LOSSES Other Non-Interest Income 2% Custody and Other Administration Services 3% Trust 9% Foreign Exchange Revenue 8% Asset Management 5% The Bahamas 2% Guernsey 11% United Kingdom 7% Bermuda 56% Net Interest Income 64% Banking 9% Cayman 24% Non-Interest Income Non-interest income is a function of a number of factors including the composition and value of client assets under management and administration, the volume and nature of clients’ transaction activities, and the types of products and services our clients use. Our fee structure provides for varied pricing that depends on the value of client assets and the nature of services provided. As a result, it is not always possible to draw a direct relationship between the value of client assets and the level of non-interest income, though the trend of non-interest income generally follows the trend in client asset levels. Total non-interest income declined from $128.5 million in 2012 to $126.0 million in 2013 and represents 36% of total revenues before provisions for credit losses and gains and losses, down 2% from 38% in 2012. 18 The following table presents the components of non-interest income for the years ended 31 December 2013 and 2012: (in $ thousands) Asset management Banking Foreign exchange revenue Trust Custody and other administration services Other non-interest income Total non-interest income 2013 18,067 32,490 29,311 30,410 10,232 5,453 125,963 2012 22,323 33,713 26,524 29,122 10,646 6,215 $ change (4,256) (1,223) 2,787 1,288 (414) (762) 128,543 (2,580) % change (19.1%) (3.6%) 10.5% 4.4% (3.9%) (12.3%) (2.0%) Asset management Asset management revenues are generally based on the market value of assets managed and the volume of transactions and fees for other services rendered. We provide asset management services from our ofﬁces in Bermuda, the Cayman Islands, Guernsey and the United Kingdom. Revenues from asset management were $18.1 million in 2013, compared to $22.3 million in 2012. The decrease is due to the full-year impact of the termination of the Bentley Reid management agreement in the second quarter of 2012, lower fees earned on the Butterﬁeld Money Market Fund (“BMMF”) owing to lower short-term interest rates, and a decline in balances as clients sought better-yielding alternatives for short-term investments. The table that follows shows the changes in the year-end values of clients’ assets under management, sub-divided between those managed for clients on a discretionary basis and those client funds invested in mutual funds that Butterﬁeld manages: (in $ thousands) Butterﬁeld Funds Discretionary Total assets under management 2013 2,304 1,892 4,196 2012 2,869 1,871 4,740 $ change (565) 21 (544) Banking During 2013, Butterﬁeld provided a full range of community, commercial, and private banking services in select jurisdictions. Community banking services are offered to individuals and small to medium-sized businesses through branch locations, telephone banking, Internet banking, automated teller machines, debit cards, and mobile banking in Bermuda and the Cayman Islands, whilst private banking services are offered in Bermuda, the Cayman Islands, Guernsey and the United Kingdom. Banking revenues reﬂect loan, transaction, processing, and other fees earned in these jurisdictions. Banking fee revenues decreased by 3.6% in 2013 to $32.5 million, compared to $33.7 million in 2012, due primarily to loan prepayment penalty fees received during 2012. Foreign Exchange We provide foreign exchange services in the normal course of business in all jurisdictions. The major contributors to foreign exchange revenues are Bermuda and the Cayman Islands, accounting for 84% of the Group’s foreign exchange revenue (2012: 83%). The Bank does not maintain a proprietary trading book. Foreign exchange income is generated from client-driven transactions and totalled $29.3 million in 2013, compared with $26.5 million in 2012. The $2.8 million year-on-year increase reﬂects increasing client activity and related volumes in both retail and institutional foreign exchange ﬂows. Trust We provide both personal and institutional trust services from our operations in Bermuda, The Bahamas, the Cayman Islands, Guernsey and Switzerland. Trust revenues are derived from a combination of ﬁxed fees, fees based on the market values of assets held in trust and fees based on time spent in relation to the range of personal trust and company administration services and pension and employee beneﬁt trust services we provide. Trust revenues represent 24% of the Bank’s non-interest income, up slightly from 23% in 2012. In 2013, trust revenues totalled $30.4 million, an increase of $1.3 million or 4.4% over 2012. Revenue growth was supported by structured, proactive business development activities. Improved new business results were seen in our Switzerland and Bermuda businesses and in institutional trust services, whilst increasing pipelines were also noted in our Bahamas, Guernsey and Cayman businesses. Trust assets under administration were $53.3 billion at year-end 2013 compared to $47.1 billion the prior year, an increase of $6.2 billion or 13.1%. Custody and Other Administration Services Custody fees are generally based on market values of assets in custody, the volume of transactions and ﬂat fees for other services rendered. We provide custody services from our ofﬁces in Bermuda, the Cayman Islands, Guernsey and the United Kingdom, and other administration services — primarily administered banking — in Guernsey. In 2013, revenues were $10.2 million compared to $10.6 million in 2012, down 3.9%, in Butterﬁeld Annual Report 2013 19 part due to lower transaction volumes and expired mandates. Total custody and other administration assets under administration (which includes the administered banking services operations provided by our Guernsey business) were $43.7 billion as at 31 December 2013, up from $39.9 billion the prior year. Other Non-Interest Income The components of other non-interest income for the years ended 31 December 2013 and 2012 are set forth in the following table: (in $ thousands) Net share of earnings from investments in afﬁliates Rental income Other Total other non-interest income 2013 1,068 3,194 1,191 5,453 2012 920 3,062 2,233 6,215 In 2013, we recorded equity pickup income of $1.1 million, an increase of $0.2 million from the prior year. Rental income increased by $0.1 million to $3.2 million in 2013 from an increase in rented premises previously occupied by the Bank for its operations. Included in the “other” category are maintenance fees from leased premises, directors’ fee income, and other miscellaneous income. Net Interest Income Before Provision for Credit Losses Net interest income is the amount of interest earned on our interest-earning assets less interest paid on our interest-bearing liabilities. There are several drivers of the change in net interest income, including changes in the volume and mix of interest-earning assets and interest-bearing liabilities, their relative sensitivity to interest rate movements, and the proportion of non-interest-bearing sources of funds, such as equity and non-interest-bearing current accounts. During the second quarter of 2013, the Bank enhanced its net interest margin calculation by changing its balance sheet averages from monthly to daily averages and analysing in detail the interest earning balances. Prior periods have been restated for this change in methodology. The following table presents the components of net interest income for the years ended 31 December 2013 and 2012: (in $ millions) Assets Cash and cash equivalents and short-term investments Investments Loans Interest-earning assets Other assets Total assets Liabilities Deposits Securities sold under agreement to repurchase Subordinated capital Interest-bearing liabilities Non-interest-bearing current accounts Other liabilities Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Non-interest-bearing funds net of non-interest earning assets (free balance) Net interest margin Average balance 1,794.7 2,655.3 4,014.6 8,464.6 359.3 8,823.9 6,559.5 63.8 228.7 6,852.0 990.9 264.8 8,107.7 716.2 8,823.9 1,612.6 20 2013 Interest 5.3 60.9 187.0 253.2 - 253.2 (20.0) (0.2) (9.2) (29.4) 0.30% 2.29% 4.66% 2.99% - 2.87% (0.30%) (0.31%) (4.02%) (0.43%) (29.4) (0.36%) Average rate Average balance 2012 Interest Average rate 5.0 49.1 190.7 244.8 - 244.8 0.33% 2.00% 4.75% 3.07% - 2.92% (20.5) (0.33%) - (12.6) (33.1) - (4.82%) (0.51%) (33.1) (0.43%) 1,494.4 2,455.9 4,012.1 7,962.4 417.1 8,379.5 6,205.7 1.3 261.3 6,468.3 975.0 212.1 7,655.4 724.1 8,379.5 1,494.1 223.8 2.64% 211.7 2.66% Net interest income before provisions for credit losses of $223.8 million increased $12.1 million or 5.7% over 2012. Net interest income is largely generated by the Bank’s Bermuda and Cayman jurisdictions, which account for 83% of total net interest income. Interest income increased by $8.4 million and was driven by improved investment portfolio performance where an increase in average balances of $199.4 million, combined with a yield improvement of 29 basis points partially due to a duration extension to approximately ﬁve years, generated an increase in investment income of $11.8 million. Partially offsetting the investment portfolio improvement was a decrease in loan-related interest income, as higher yielding loans paid down and were replaced by new volumes at lower yields. This reduced overall total loan yields by 9 basis points and drove a $3.7 million reduction in loan income. Interest-bearing liability costs decreased by 8 basis points, driving an improvement in interest expense of $3.7 million, largely from the paydown of $53 million in subordinated capital in May 2013, which was at a rate of 7.59%. Average free balances for 2013 were $1.6 billion (2012: $1.5 billion) including non-interest-bearing current accounts of $990.9 million (2012: $975.0 million), shareholders’ equity of $716.2 million (2012: $724.1 million), and net other assets and other liabilities of $95 million (2012: $205 million). See the Risk Management section for more information on how interest rate risk is managed. Provision for Credit Losses The Bank’s net provision for credit losses in 2013 was $14.8 million compared to $14.2 million in 2012. Incremental provisions of $20.6 million were required principally for the speciﬁc reserves pertaining to commercial and residential mortgages, partially offset by recoveries of $5.8 million. Other Gains (Losses) The following table represents the components of other gains (losses) for the years ended 31 December 2013 and 2012: (in $ thousands) Net trading gains Net realised (losses) gains on available-for-sale investments Net realised/unrealised losses on other real estate owned Impairment of ﬁxed assets Impairment of intangible assets Impairment of goodwill Gain on sale of subsidiary and afﬁliates Impairment of investment in afﬁliate Net other gains Other gains (losses) 2013 315 (61) (5,000) - - - 1,227 (3,800) 14,068 6,749 2012 268 2,028 (2,053) (14,527) (9,143) (9,505) 4,231 - 1,389 (27,312) Net Trading Gains A $0.3 million gain was recorded with respect to trading securities in 2013 compared to a gain of $0.3 million in 2012, which relates primarily to the fair value adjustments of the Bank’s seed capital in shares of the Butterﬁeld Select Funds and the BNY Mellon Butterﬁeld Income Advantage Fund. Net Realised (Losses) Gains on Available-For-Sale Investments Net realised losses of $0.1 million (2012: gain of $2.0 million) were recorded on securities sold in the normal course of business as part of our asset and liability management strategy. Net Realised / Unrealised Losses on Other Real Estate Owned Valuation adjustments related to real estate held for sale were $5.0 million compared to $2.1 million in 2012, the increase being largely attributable to write-downs in the hospitality portfolio. Impairment of Fixed Assets The Bank conducts an annual property impairment assessment that determined there were no impairment write-downs required in 2013. The year-to-year improvement is driven by 2012 write-downs relating to the impairment of foreclosed properties of $6.5 million and a reclassiﬁcation of certain Bermuda properties that were being used in the Bank’s operations but are now held for sale. The reclassiﬁcation resulted in an $8 million write-down of the carrying amount to its fair value less cost to sell. Impairment of Goodwill and Intangible Assets The 2013 annual impairment test of goodwill and intangible assets concluded the carrying value of goodwill and intangible assets was appropriate. Therefore, no impairments were recorded in 2013 and the favourable improvement of $18.6 million from 2012 is entirely attributable to 2012 impairments for goodwill and intangible assets of $9.5 million and $9.1 million, respectively. Butterﬁeld Annual Report 2013 21 Gain on Sale of Subsidiary and Afﬁliates During December 2013, the Bank sold its 30% interest in Freisenbruch-Meyer Insurance Ltd., a Bermuda-based insurance company, for $3.4 million, resulting in a gain of $0.4 million. In the second quarter of 2012, the Bank sold its 27.8% interest in Island Heritage Holdings Ltd., a Cayman-based insurance company, to BF&M Limited for gross proceeds of $18.5 million, resulting in a gain of $4.2 million. During 2013, the Bank received additional sale consideration for the disposal of Island Heritage of $0.4 million and expense repayments from a previously disposed of subsidiary of $0.4 million. Impairment of Investment in Afﬁliates At 31 December 2013, the Bank recognised a $3.8 million impairment loss in one of its investments in afﬁliates as the decline in the fair value of the investment was considered other than temporary. Net Other Gains Net other gains (losses) were $14.1 million in 2013 compared to net other gains of $1.4 million in 2012. The primary driver of this change is the legal settlement reached relating to a previously disposed of investment, resulting in a one-off receipt of $13.1 million in 2013. Non-Interest Expenses Expense management continued to be a key focus of Butterﬁeld in 2013 as the Bank continues to adapt to the persistently low interest rate environment. Total non-interest expenses in 2013 were $262.6 million compared to $274.8 million recorded in 2012. These ﬁgures include non-core expenses in 2013 and 2012 of $8.9 million and $3.0 million, respectively. After adjusting for these non-core items, 2013 core expenses were down $18.1 million or 6.7%. The improvement was driven mainly by salary and compensation-related decreases and other cost saving initiatives. Salary and employee beneﬁts account for 50% of non-interest expenses with technology, communications and property making up 30% combined. Bermuda expenses (including head ofﬁce costs) represent the majority of the Group costs at 57% of total non-interest expenses. DISTRIBUTION OF 2013 NON-INTEREST EXPENSES DISTRIBUTION OF 2013 EXPENSES BY LOCATION Other Expenses 7% Marketing 1% The Bahamas 2% Amortisation of Intangible Assets 1% United Kingdom 7% Switzerland 1% Non-Income Taxes 5% Professional and Outside Services 6% Property 9% Guernsey 12 % Cayman 21 % Salaries and Other Employee Benefits 50% Technology and Communications 21% Bermuda 57 % The following table presents the components of non-interest expenses for the years ended 31 December 2013 and 2012: (in $ thousands) Salaries and other employee beneﬁts Technology and communications Property Professional and outside services Non-income taxes Amortisation of intangible assets Marketing Other non-interest expenses Total non-interest expense Non-core items Core non-interest expense 22 2013 131,064 54,223 24,309 15,012 13,682 3,358 3,484 17,513 262,645 (8,900) 253,745 2012 137,433 57,715 26,129 15,409 13,158 5,040 3,963 16,048 274,895 (3,000) 271,895 $ change % change (4.6%) (6,369) (3,492) (1,820) (397) 524 (1,682) (479) 1,465 (12,250) (5,900) (18,150) (6.1%) (7.0%) (2.6%) 4.0% (33.4%) (12.1%) 9.1% (4.5%) 196.7% (6.7%) Salaries and Other Employee Beneﬁts Total salaries and beneﬁts costs were $131.1 million in 2013, down $6.4 million compared to 2012. 2013 included $8.5 million of early retirement, redundancy, and other staff-related non-core costs, compared to $2.2 million of non-core personnel costs in 2012. Excluding these non-core costs, core salaries and beneﬁts costs were down $12.7 million, or 9.4%, driven by staff reductions on a full-time equivalency basis of 98, year-on-year. Staff count on a full-time equivalency basis at year-end 2013 was 1,133 (excluding students), compared to 1,231 a year ago. Technology and Communications Technology and communications costs were $54.2 million in 2013, down $3.5 million from the $57.7 million recorded in 2012 as a result of expense control measures and IT infrastructure rationalisation initiatives. Property Property costs, which reﬂect occupancy expenses, building maintenance, and depreciation of property, plant and equipment, decreased by $1.8 million to $24.3 million in 2013 from $26.1 million in 2012. The decrease was due primarily to lower depreciation resulting from the 2012 write-down of certain properties and improved management of property maintenance costs. Professional and Outside Services Professional and outside services primarily include consulting, legal, audit, and other professional services. In 2013, the expense was $15.0 million, down $0.4 million compared to $15.4 million incurred in 2012 from reduced consulting expenditures and other cost control initiatives. Non-Income Taxes These taxes reﬂect taxes levied in the jurisdictions in which we operate, including employee-related payroll taxes, customs duties, and business licences. In 2013, the expense was $13.7 million, up $0.5 million due to increases in bank licensing fees and payroll taxes associated with redundancy costs. Amortisation of Intangible Assets Intangible assets relate to client relationships acquired from business acquisitions and are amortised on a straight-line basis over their estimated useful lives, not exceeding 15 years. The estimated lives of these acquired intangible assets are re-evaluated annually and tested for impairment. The amortisation expense associated with intangible assets was $3.4 million in 2013 compared to $5.0 million in 2012. The lower amortisation levels were driven by write-downs in 2012. Marketing Marketing expenses reﬂect costs incurred in advertising and promoting our products and services. They totalled $3.5 million in 2013, down $0.5 million from 2012. Marketing expenses represented 1.0% of total net revenues before gains and losses and provisions for credit losses in 2013 compared to 1.2% in 2012. Other Non-Interest Expenses (in $ thousands) Stationery and supplies Custodian and handling Charitable donations Insurance Other expenses Maintenance fees for liquidity facility Cheque processing Dues and subscriptions Registrar and transfer agent fee Agent commission fees Foreign bank charges Directors’ fees ATM fees General expenses Other Total other non-interest expenses 2013 1,320 1,647 1,139 2,367 298 1,319 517 1,012 468 564 914 - 2,541 3,407 17,513 2012 1,421 1,417 911 2,456 306 1,488 541 739 492 370 1,021 455 1,417 3,014 16,048 $ change % change (7.1%) (101) 230 228 (89) (8) (169) (24) 273 (24) 194 (107) (455) 1,124 393 1,465 16.2% 25.0% (3.6%) (2.61%) (11.4%) (4.4%) 36.9% (4.9%) 52.4% (10.5%) (100.0%) 79.3% 13.0% 9.1% Other non-interest expenses were $17.5 million in 2013, an increase of $1.5 million compared to 2012. This was driven principally by operational losses experienced in 2013. Butterﬁeld Annual Report 2013 23 Income Taxes (in $ thousands) Income taxes Non-core items Core income tax 2013 891 - 891 2012 5,890 (5,000) 890 $ change % change (84.9%) (4,999) 5,000 1 100.0% 0.1% In 2013, income tax expenses netted to $0.9 compared to $5.9 million in 2012. The improvement is driven by 2012 tax activity that includes a $4.1 million valuation allowance against deferred income tax assets and a $0.9 million tax adjustment booked in our UK business. CONSOLIDATED BALANCE SHEET AND DISCUSSION The following table shows the consolidated balance sheet as reported as at 31 December 2013 and 31 December 2012: (in $ millions) Assets Cash and cash equivalents Short-term investments, debt and equity securities Loans, net of allowance for credit losses Premises, equipment and computer software Goodwill and intangibles Other assets Total assets Liabilities Total deposits Total other liabilities Subordinated capital Total liabilities Preference shareholders’ equity Common and contingent value convertible preference shareholders’ equity Total shareholders’ equity 2013 2012 $ change % change 1,730 2,669 4,088 241 19 124 8,871 7,638 223 207 8,068 184 619 803 1,543 2,958 3,956 243 22 111 8,833 7,393 323 260 7,976 196 661 857 187 (289) 132 (2) (3) 13 38 245 (100) (53) 92 (12) (42) (54) 38 12.1% (9.8%) 3.3% (0.8%) (13.6%) 11.7% 0.4% 3.3% (31.0%) (20.4%) 1.2% (6.1%) (6.4%) (6.3%) 0.4% Total liabilities and shareholders’ equity 8,871 8,833 Capital Ratios Risk-weighted assets Tangible common equity (TCE) Tangible assets (TA) TCE/TA Tier 1 common ratio Tier 1 capital ratio Total capital ratio 4,198 600 8,852 6.8% 15.2% 19.6% 23.7% 4,275 639 8,811 7.3% 14.0% 18.5% 24.2% The Bank maintains a highly liquid balance sheet and is well capitalised. At 31 December 2013, total cash and cash equivalents, short-term investments and other investments represented $4.4 billion, or 50.0% of total assets, down from 51.0% at year-end 2012. The Bank’s balance sheet remains strong; with shareholders’ equity ending the year down $54 million to $803 million, of which $184 million is preference shareholders’ equity and $619 million is common equity. Total assets grew by $38 million to $8.9 billion, primarily reﬂecting a $245 million increase in deposits, partially offset by decreases relating to funding from repurchase agreements of $83 million, a decrease in shareholders’ equity of $54 million due primarily to changes in other comprehensive income and the redemption of subordinated capital of $53 million. At 31 December 2013, Butterﬁeld’s capital ratios were strong, but declined from year-end 2012, with the TCE/TA ratio ending 2013 at 6.8% (2012: 7.3%), whilst the Total capital and Tier 1 capital ratios were 23.7% (2012: 24.2%) and 19.6% (2012: 18.5%), respectively. These ratios are well in excess of regulatory minimums. 24 Cash, Cash Equivalents and Short-Term Investments The Bank only places deposits with highly-rated institutions and ensures there is appropriate geographic diversiﬁcation in its exposures. Limits are set for aggregate geographic exposures and for every counterparty for which the Bank places deposits. Those limits are monitored and reviewed by our Credit Risk Management (“CRM”) division and approved by the Financial Institutions Committee. The Bank deﬁnes cash and cash equivalents to include cash on hand, cash items in the process of collection, amounts due from correspondent banks and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insigniﬁcant risk of change in fair value. Such investments are those with less than three months maturity from the date of acquisition and include unrestricted term deposits, certiﬁcates of deposit and treasury bills. Investments of a similar nature that are either restricted or have a maturity of more than three months but less than one year are classiﬁed as short-term investments. As at 31 December 2013, cash and cash equivalents and short-term investments were $1.8 billion, compared to $1.6 billion as at 31 December 2012. See “Note 4: Cash and Cash Equivalents” and “Note 5: Short-Term Investments” in the 31 December 2013 consolidated ﬁnancial statements for additional tables and information. Investments Our investment policy requires management to maintain a portfolio of securities that provide the liquidity necessary to cover the Bank’s obligations as they come due, and mitigate our overall exposure to credit and interest rate risk, whilst achieving a satisfactory return on the funds invested. The securities in which we may invest are limited to securities that are considered investment grade. Securities in our investment portfolio are accounted for under US GAAP as either trading, available for sale or held to maturity. Investment policies are approved by the Board of Directors, governed by the Group Asset and Liability Committee and monitored by Group Market Risk, a department of the Group Risk Management division. Effective 1 October 2010, the Bank entered into an investment advisory agreement with Carlyle Investment Management LLC, an afﬁliated company of the Carlyle Group. Under the agreement, Carlyle provided balance sheet management advisory services to the Bank including, but not limited to: development of investment strategies for consideration by the Bank’s Asset and Liability Committee; balance sheet simulation analysis, including interest rate sensitivity, economic value at risk, interest at risk and stress testing; detailed investment portfolio reporting; cash ﬂows and net interest income forecasting; deposit behaviour analysis and pricing strategies; and assistance with credit advisory and workout strategies. Effective 31 July 2012, the investment advisory business previously conducted by Carlyle Investment Management LLC was transferred to Alumina Investment Management LLC (“Alumina”) and the Bank agreed to the transfer of its contract (the “Contract”) to Alumina. As part of this transfer, balance sheet simulation analysis, which includes: interest rate sensitivity, economic value at risk, interest at risk and stress testing; cash ﬂows and net interest income forecasting; deposit behaviour analysis, and pricing strategies, is performed using in-house technology and professional services. Consistent with industry and rating agency designations, the Bank deﬁnes investment grade as “BBB” or higher. As at 31 December 2013, 99% (2012: 99%) of our total investments were investment grade and rated A or better. 31 DECEMBER 2013 INVESTMENT PORTFOLIO BY LONG-TERM DEBT RATING 31 DECEMBER 2013 INVESTMENT PORTFOLIO BY TYPE Other 1% Certificates of Deposit 3% Asset-Backed Securities - Student Loans 3% Mutual Funds 3% Pass-through Note 1% A 18% AA 2% Debt Securities Issued by Non-US Governments 4% Mortgage-Backed Securities 6% Corporate Debt Securities 14% AAA 79% US Government and Federal Agencies 66% Butterﬁeld Annual Report 2013 25 The following table presents the carrying value of investments by balance sheet category as at 31 December 2013 and 2012: (in $ millions) Trading Available for sale Held to maturity Total investments 2013 53 2,227 334 2,614 2012 62 2,581 239 2,882 $ change (9) % change (14.5%) (354) 95 (268) (13.7%) 39.7% (9.3%) The investment portfolio was $2.6 billion as at 31 December 2013, compared to $2.9 billion as at 31 December 2012. A net decrease in certiﬁcates of deposit of $0.5 billion was partially reinvested ($0.3 billion) in US government and federal agency securities that totalled $1.7 billion, or 65.7% of the total investment portfolio. The investment yield improved year-on-year by 29 basis points to 2.29% in 2013, partially due to duration extension to ﬁve years. Total net unrealised losses of the investment portfolio were $57.5 million, compared to an unrealised gain of $48.8 million at year-end 2012. The movement in unrealised losses for the year to date related to the impact of changes in interest rates on the longer duration assets and is not credit related. Trading securities, consisting of holdings of non-US government securities, corporate equities and seed capital invested in mutual funds managed by the Bank, totalled $53 million at year-end 2013, compared to $62 million at year-end 2012. Trading securities primarily reﬂect the $43 million seed capital invested by the Bank in the BNY Mellon Butterﬁeld Income Advantage Fund and $5 million invested in other Butterﬁeld Select Funds totalling $48 million. Available-for-sale (“AFS”) securities totalled $2.2 billion at year-end 2013, compared to $2.6 billion at year-end 2012. As at 31 December 2013, 62.2% or $1.4 billion (2012: 45.7% or $1.2 billion) of AFS securities consisted of holdings of mortgage-backed securities implicitly and explicitly guaranteed by US government agencies. Corporate debt securities totalled $379 million or 17.0%, (2012: 17.6% or $453 million), and certiﬁcates of deposit represented 3.8% or $85 million (2012: 21.8% or $561 million). The remaining 17% of AFS securities is comprised primarily of commercial mortgage-backed securities (6.4% or $143 million), government guaranteed student loan-backed securities (3.7% or $83 million), debt securities issued by non-US governments (4.0% or $88 million), residential mortgage-backed securities (1.4% or $31 million) and one pass-through note (“PTN”) (1.5% or $34 million), which was formerly a structured investment vehicle (“SIV”). Held-to-maturity (“HTM”) investments were $334 million as at 31 December 2013 (2012: $239 million) and consisted entirely of mortgage-backed securities implicitly and explicitly guaranteed by US government agencies that management has no intention to sell before maturity. Investment valuation Securities in unrealised loss positions are analysed as part of management’s ongoing assessment of other-than-temporary impairment (“OTTI”). When management intends to sell securities, it recognises an impairment loss equal to the full difference between the amortised cost basis and the fair value of those securities. When management does not intend to sell equity or debt securities in an unrealised loss position, potential OTTI is considered using a variety of factors, including: the length of time and extent to which the market value has been less than amortised cost; adverse conditions speciﬁcally related to the industry, geographic area or ﬁnancial condition of the issuer or underlying collateral of a security; payment structure of the security; changes to the rating of the security by a rating agency; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. For debt securities, management estimates cash ﬂows over the remaining lives of the underlying collateral to assess whether credit losses exist and to determine whether any adverse changes in cash ﬂows have occurred. Management’s cash ﬂow estimates take into account expectations of relevant market and economic data, such as GDP and unemployment, during the cash ﬂow cycle as of the end of the reporting period and includes, for example, underlying loan-level data, and structural features of securitisation, such as subordination, excess spread, over-collateralisation or other forms of credit enhancement. Management compares the losses projected for the underlying collateral (“pool losses”) against the level of credit enhancement in the securitisation structure to determine whether these features are sufﬁcient to absorb the pool losses, or whether a credit loss on the debt security exists. Management also performs other analyses to support its cash ﬂow projections, such as stress scenarios. For debt securities, management considers a decline in fair value to be other-than-temporary when it does not expect to recover the entire amortised cost basis of the security. See “Note 6: Investments” in the 31 December 2013 consolidated ﬁnancial statements for additional tables and information. 26 Loans The loan portfolio stood at $4.1 billion at 31 December 2013, up $0.1 billion from $4.0 billion the year before, due primarily to increases in commercial loans and mortgages of $68.9 million and an increase in residential mortgages of $52 million. At 31 December 2013, the loan portfolio represented 46% of total assets, compared to 45% at 31 December 2012, whilst loans as a percentage of customer deposits were 54% (2012: 54%). Allowance for credit losses at 31 December 2013 totalled $53 million, a decrease of $3.2 million from 2012. The movement in the allowance is mainly the result of additional provisions of $20.6 million before recoveries of $5.8 million taken during 2013 and net of $23.9 million in charge-offs and foreign exchange movement. Of the total allowance, the general allowance was $30.7 million (2012: $29.2 million) and the speciﬁc allowance was $22.1 million (2012: $26.7 million), reﬂecting a speciﬁc coverage ratio of 21.2%, compared to 23.6% at 31 December 2012. The decrease in the coverage ratio reﬂects the changing mix of non-accrual loans that are more heavily weighted towards well-collateralised residential mortgages. Gross non-accrual loans totalled $104.1 million at 31 December 2013, down $9.3 million from $113.4 million at 31 December 2012, and represented 2.5% of the total loan portfolio at 31 December 2013, compared to 2.8% in 2012. During 2013, the Bank held other real estate owned (“OREO”) properties amounting to $27.4 million comprising commercial real estate of $14.2 million (2012: $19.3 million), foreclosed residential properties of $9.2 million (2012: $7.6 million) and property held for sale reclassiﬁed during 2013 of $4 million (2012: $7.5 million). 31 DECEMBER 2013 LENDING BY LOCATION 31 DECEMBER 2013 GROUP LOANS BY TYPE United Kingdom 12% Guernsey 14% Commercial and Industrial 10% Government 2% Commercial Overdrafts 2% Commercial Mortgages 18% Automobile Financing 1% Bermuda 51% Cayman 23% Credit Cards 2% Other Consumer 4% Residential Mortgages 61% Government Loans to governments increased by $12 million, primarily as a result of the Bank’s continued investment in the Bermuda economy. Commercial The commercial and industrial loan portfolio includes loans and overdraft facilities advanced primarily to corporations and small and medium- sized entities, which are generally not collateralised by real estate and where loan repayments are expected to ﬂow from the operation of the underlying businesses. Commercial mortgages are offered to real estate investors, developers and builders domiciled primarily in Bermuda and the United Kingdom. To manage our credit exposure on such loans, the principal collateral is real estate held for commercial purposes and is supported by a registered mortgage. Cash ﬂows from the properties, primarily from rental income, are generally supported by long-term leases to high quality international businesses. These cash ﬂows are principally sufﬁcient to service the loan. Commercial loans of $1.3 billion at 31 December 2013 increased by $57 million from the previous year, driven by corporate loan growth partially offset by repayments of commercial lending facilities. Residential Mortgages The residential mortgage portfolio comprises mortgages to clients with whom we are seeking to establish (or already have) a comprehensive ﬁnancial services relationship. It includes mortgages to individuals and corporate loans secured by residential property. At 31 December 2013, residential mortgages totalled $2.5 billion (or 61.6% of total gross loans), an increase of $52 million from 31 December 2012. Our Guernsey and United Kingdom ofﬁces increased high quality, low loan-to-value residential mortgage lending to high net worth individuals, secured by high-end properties in London during the year, resulting in a $94 million increase in non-Bermuda residential mortgages in the portfolio. Butterﬁeld Annual Report 2013 27 All mortgages were underwritten utilising our stringent credit standards. Residential loans consist of conventional home mortgages and equity credit lines. Other Loan Portfolios We provide loans, as part of our normal banking business, in respect of automobile ﬁnancing, consumer ﬁnancing, credit cards, commercial ﬁnancing, loans to ﬁnancial institutions and overdraft facilities to retail, corporate and private banking clients in the jurisdictions in which we operate. Our loan portfolio and contractual obligations and arrangements are discussed in more detail in “Note 7: Loans” and “Note 8: Credit Risk Concentrations” in the 31 December 2013 consolidated ﬁnancial statements. Deposits Deposits are our principal funding source for use in lending, investing and liquidity. Butterﬁeld is a deposit-led Bank and does not require the use of wholesale funding to fund its loan business. Deposit balances at the end of reporting periods, particularly in our Bermuda and Cayman Islands operations, can ﬂuctuate due to signiﬁcant balances that ﬂow in and out from hedge fund clients to meet quarter-end subscriptions and redemptions, and are typically paid in the ﬁrst few days of the quarter. The table below shows the year-end and average customer deposit balances by jurisdiction, comparing 2013 with 2012. (in $ millions) Bermuda Cayman Guernsey The Bahamas United Kingdom Total deposits Year ended 31 December 2012 $ change 2013 3,551 295 3,256 2,071 1,291 78 607 7,598 7,267 1,370 1,862 (102) (79) 331 209 709 70 8 Average balance 2012 $ change 246 3,285 1,791 1,389 62 730 87 (13) 26 (95) 251 7,508 7,257 2013 3,531 1,878 1,376 88 635 Average customer deposits increased by $0.3 billion to $7.5 billion in 2013. On a year-end basis, customer deposits were up $0.3 billion to $7.6 billion from $7.3 billion at year-end 2012. Customer demand deposits, which include chequing accounts (both interest-bearing and non-interest-bearing), savings and call accounts, totalled $5.6 billion, or 74.3% of total customer deposits at year-end 2013, compared to $5.3 billion, or 73.3%, at year-end 2012. Customer term deposits remained ﬂat at $2 billion compared to the prior year. The cost of funds on deposits improved from 0.33% in 2012 to 0.30% in 2013 due to disciplined deposit pricing and re-pricing initiatives that contributed to the improvement in net interest income. See “Note 11: Customer Deposits and Deposits from Banks” in the 31 December 2013 consolidated ﬁnancial statements for additional tables and information. Borrowings We have no issuances of certiﬁcates of deposit (“CD”), commercial paper (“CP”) or senior notes outstanding and have no CD or CP issuance programmes. We are able to source funding on an uncommitted basis from a number of major banks, including our principal correspondent banks. We use funding from the inter-bank market as part of interest rate and liquidity management. At 31 December 2013, deposits from banks totalled $40 million, a decrease of $86 million from the prior year. Employee Future Beneﬁts The Bank maintains trusteed pension plans including non-contributory deﬁned beneﬁt plans and a number of deﬁned contribution plans, and provides post-retirement medical beneﬁts to its qualifying retirees. The deﬁned beneﬁt provisions under the pension plans are generally based upon years of service and average salary during the ﬁnal years of employment. The deﬁned beneﬁt and post-retirement medical plans are not open to new participants and are non-contributory and the funding required is provided by the Bank, based upon the advice of an independent actuary. Effective 31 December 2011, the Bermuda deﬁned beneﬁt pension beneﬁts were amended to freeze credited service and ﬁnal average earnings for remaining active members. Effective January 2012, all the participants of the Bermuda deﬁned beneﬁt pension plan are inactive and in 28 accordance with US GAAP, the net actuarial loss of the Bermuda deﬁned beneﬁt pension plan is amortised over the estimated average remaining life expectancy of the inactive participants of 22.8 years. Prior to all Bermuda participants being inactive, the net actuarial loss of the Bermuda deﬁned beneﬁt pension plan was amortised to net income over the estimated average remaining service period for active members of 4.5 years. As at 31 December 2013, the Bank had a net obligation for employee future beneﬁts in the amount of $70.2 million, down $30.9 million from $101.1 million at year-end 2012 driven by higher interest rates and improved returns on plan assets. See “Note 12: Employee Future Beneﬁts” in the 31 December 2013 consolidated ﬁnancial statements for additional tables and information. Subordinated Debt, Interest Payments and Maturities We have outstanding issuances of subordinated debt with a carrying value of $207 million as at 31 December 2013, all issued in US dollars, compared to $260 million as at 31 December 2012. All but $68.5 million of outstanding subordinated debt is eligible for inclusion in our Tier 2 regulatory capital base and is limited to 50% of Tier 1 capital. The $53 million Series A note was due 2018 with a ﬁxed coupon of 7.59% until 27 May 2013 after which the coupon rate became ﬂoating and the principal became redeemable in whole at the Bank’s option. During May 2013, the Bank exercised its option to redeem all of the Series A notes outstanding at face value of $53 million. Subsequent to year-end, the Bank also called a $90 million (35%) tranche bringing the outstanding subordinated debt capital balance to $117 million from $260 million at the end of 2012. The following table presents the contractual maturity, interest rates and principal outstanding as at 31 December 2013: Subordinated capital (in $ millions) 2003 issuance - Series B 2005 issuance - Series A 2005 issuance - Series B 2008 issuance - Series B Total Earliest date redeemable 27 May 2013 2 July 2010 2 July 2015 Contractual Interest rate until date Interest rate from earliest date redeemable to maturity date redeemable 5.15% 27 May 2018 contractual maturity 3 months US$ LIBOR + 2.000% 2 July 2015 2 July 2020 4.81% 5.11% 8.44% 3 months US$ LIBOR + 1.095% 3 months US$ LIBOR + 1.695% 3 months US$ LIBOR + 4.929% 27 May 2018 27 May 2023 Principal outstanding 47 90 45 25 207 See “Note 19: Subordinated Capital” in the 31 December 2013 consolidated ﬁnancial statements for additional information. Repurchase Agreements We also obtain funds from time to time from the sale of securities to institutional investors under repurchase agreements. In a repurchase agreement transaction, we will generally pledge investment securities as collateral in a borrowing transaction, agreeing to repurchase the identical security on a speciﬁed later date, generally not more than 90 days, at a price greater than the original sales price. The difference between the sale price and repurchase price is the cost of the use of the proceeds, or interest expense. The investment securities underlying these agreements may be delivered to securities dealers who arrange such transactions as collateral for the repurchase obligation. Repurchase agreements represent a cost competitive funding source and also provide liquidity on agency paper for us. However, we are subject to the risk that the borrower of the securities may default at maturity and not return the collateral. In order to minimise this potential risk when entering into such transactions, we generally deal with large, established investment brokerage ﬁrms with whom we have master repurchase agreements. Repurchase transactions are accounted for as ﬁnancing arrangements rather than as sales of such securities, and the obligation to repurchase such securities is reﬂected as a liability in our consolidated ﬁnancial statements. As at 31 December 2013, $25.0 million of repurchase agreements were outstanding compared to $109.0 million at 31 December 2012. As at 31 December 2013, US government and federal agency investment securities with an amortised cost of $25.2 million (31 December 2012: $120.9 million) and fair market value of $25.8 million (31 December 2012: $122.4 million) were pledged to collateralise repurchase agreements maturing within 90 days. Shareholders’ Equity Shareholders’ equity decreased during the year ended 31 December 2013 by $54.6 million to $802.6 million. Butterﬁeld Annual Report 2013 29 Increases totalling $106.1 million include: • • • • • $78.2 million net income for the year $17.9 million net increase in employee future beneﬁts from the decline in interest rates used to discount the future cash ﬂows, and higher than expected return on plan assets $6.5 million of share-based compensation $0.6 million of share-based settlements for stock options exercised $2.9 million translation adjustments on foreign operations These increases were offset by decreases totalling $160.7 million: • • • • • $84.9 million from unrealised losses on AFS securities $38.5 million of common share dividends $17.0 million preference share dividends and guarantee fees $14.7 million from the buy-back and cancellation of preference shares $5.6 million from the purchase of treasury common shares Capital Resources One of management’s primary objectives is to maintain a strong capital base to promote conﬁdence in the Bank among our clients, the investing public, bank regulators, rating agencies, and shareholders. The Bank manages its capital both on a total Group basis and, where appropriate, on a legal entity basis. The Finance department has the responsibility for measuring, monitoring and reporting capital levels within guidelines and limits established by the Risk Policy & Compliance Committee of the Board. The management of capital will also involve regional management to ensure compliance with local regulation. In establishing the guidelines and limits for capital, a variety of factors are taken into consideration, including the overall risk of the business in stressed scenarios, regulatory requirements, capital levels relative to our peers, and the impact on our credit ratings. The Bank is subject to Basel II, which is a risk-based capital adequacy framework developed by the Basel Committee on Banking Supervision and has been endorsed by the central bank governors and heads of bank supervision of the G10 countries. The Bermuda Monetary Authority issued a Basel III consultation paper for comments from stakeholders and ﬁnal rules are expected to be issued in 2015. The Bank does not expect the changes being proposed to the capital adequacy ratios under Basel III to have a material impact on the Bank’s capital ratios. The Bank is fully compliant with all regulatory capital requirements and maintains capital ratios well in excess of regulatory minimums as at 31 December 2013. As at 31 December 2013, the Bank’s regulatory capital stood at $1.0 billion with the consolidated Tier 1 and Total capital ratios of 19.6% and 23.7%, respectively (31 December 2012: 18.5% and 24.2%, respectively). The following table sets forth our capital adequacy as at 31 December 2013 and 31 December 2012 in accordance with the Basel II framework: (in $ millions) Capital Tier 1 capital Tier 2 capital Deductions Total capital Risk-weighted assets Cash and cash equivalents and investments Loans Other assets Off-balance sheet items Operational risk charge Total risk-weighted assets Capital ratios (%) Tier 1 common Tier 1 total Total capital 30 Year ended 31 December 2013 2012 824.0 169.0 - 993.0 742.9 2,381.8 345.2 193.6 534.2 4,197.7 15.2% 19.6% 23.7% 792.0 244.0 (3.0) 1,033.0 913.8 2,232.3 350.7 261.7 516.5 4,275.0 14.0% 18.5% 24.2% Under Basel II Pillar III (market disclosure) the Bank is required to publish further information about the risks to which it is exposed. The Bank’s Pillar III disclosures for the year ended 31 December 2013 will be published on the corporate website, www.butterﬁeldgroup.com, shortly after the publication of the consolidated ﬁnancial statements. Preference Shares In June 2009, the Bank offered 200,000 of 8.00% non-cumulative perpetual limited voting preference shares, liquidation preference of US $1,000 per share (the “preference shares”) and $200,000,000 in the aggregate. The preference shares are fully and unconditionally guaranteed, with the full faith and credit of the Government of Bermuda (the “Guarantor”), as to payment of dividends for up to ten years and as to payment of the liquidation preference on, or in certain circumstances prior to, the ten-year anniversary of the date of issuance (the “Guarantee”). Dividends on the preference shares are payable quarterly on a non-cumulative basis, only when, as and if declared by our Board of Directors, on 15 March, 15 June, 15 September and 15 December of each year at a ﬁxed rate equal to 8.00% per annum on the liquidation preference, commencing on 15 September 2009. In the event that, during the ten-year term of the Guarantee, the Bank does not pay full dividends in respect of any quarterly dividend period on any preference shares that are then issued and outstanding, the Guarantor has agreed to pay to holders of the preference shares an amount equal to such unpaid dividends pursuant to the Guarantee. The Bank may redeem the preference shares at its option, subject to approval of the Bermuda Monetary Authority (“BMA”), in whole or in part, on the tenth day prior to the ten-year anniversary of the date of issuance (the “Bank Redemption Date”), at a redemption price equal to 100% of the liquidation preference thereof plus any unpaid dividends for the then-current dividend period to the Guarantee End Date, regardless of whether any dividends are actually declared for such dividend period. In addition, the Bank may redeem the preference shares prior to the Bank Redemption Date, at its option, subject to approval of the BMA, in whole or in part, at any time and from time to time, at redemption price equal to the “Make-Whole Redemption Price”. Unless previously redeemed, the Guarantor has agreed to purchase from the holders thereof, and such holders will be required to transfer to the Guarantor, on the ten-year anniversary of the date of issuance, all preference shares then issued and outstanding, at a price per preference share equal to the liquidation preference thereof plus any unpaid dividends for the then-current dividend period to the date of such purchase, regardless of whether any dividends are actually declared for such dividend period. In addition, upon the occurrence of a Liquidation Event at any time prior to the ten-year anniversary of the date of issuance of the preference shares, the Guarantor has agreed to purchase from the holders thereof, and such holders will be required to transfer to the Guarantor, all preference shares then issued and outstanding, at a price per preference share equal to the liquidation preference thereof plus any unpaid dividends for the then-current dividend period to the date of payment, regardless of whether any dividends are actually declared for such dividend period. Contingent Value Convertible Preference Shares (“CVCP Shares”) (see the Rights Offering Prospectus for details) In March 2010, the Bank offered up to 99.3 million common shares and 8.3 million CVCP shares in the form of up to 107.6 million rights units, each unit consisting of 0.92038 common shares and 0.07692 CVCP shares, for each common share held at a price of BD$1.21 per rights unit. A holder of CVCP shares has the option to convert any such shares to common shares at any time. All CVCP shares outstanding will automatically convert into common shares at the earlier of 31 March 2015 or a sale of the Bank. On such conversion, the CVCP shares will convert into common shares at the conversion price. The initial conversion price shall be US$1.21, subject to any customary anti-dilution adjustments and certain downward notional adjustment based on certain loan recoveries. A holder of CVCP shares is entitled to certain distributions in connection with certain sales or public offerings of the Bank’s equity interest in Butterﬁeld Fulcrum Group (“BFG”, now known as Mitsubishi UFJ Financial Services, or “MUFJ”). On 9 February 2011, the Bank announced that it had agreed to sell its minority ownership position in BFG. The sale transaction closed during the second quarter of 2011 and generated proceeds of $3.31 million. The completion of the sale triggered a dividend of $3.27 million ($0.42 per share) to holders of Butterﬁeld CVCP shares, which was paid on 16 August 2011 to shareholders of record on 26 July 2011. Through this transaction, the Bank fully divested itself of its minority ownership stake in BFG. The Bank continues to provide MUFJ and its clients with commercial banking, foreign exchange and custody services. When, as and if declared by the Board, holders of the outstanding CVCP shares will be entitled to receive dividends based on the number of common shares into which the CVCP shares would be convertible as of the dividend record date. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Bank, the holders of the CVCP shares will be entitled to receive from its assets legally available for distribution to shareholders as a liquidation preference before any distribution of assets is made to or set aside for the holders of any junior shares, such as the common shares, the greater of (i) US$1.21 per CVCP share plus any declared but unpaid dividends with respect to the then-current dividend period and (ii) the amount per CVCP share that would be received if such CVCP share had converted into common shares immediately prior to such liquidation, dissolution or winding up. The CVCP shares are issued as perpetual securities subject to conversion to common shares and shall not be redeemable by any holders at any time. Butterﬁeld Annual Report 2013 31 The holders of the CVCP shares will vote together with the holders of the common shares on all matters upon which the holders of the common shares are entitled to vote. The CVCP shares shall be entitled to such number of votes based on the number of common shares into which the CVCP shares are convertible as of the applicable record date. The class vote of the holders of at least 66.6% of the CVCP shares shall be required for (i) the creation or issuance of shares that are senior to liquidation, (ii) an amendment of rights of the CVCP shares or (iii) a reclassiﬁcation, merger, amalgamation or consolidation where the holders of CVCP shares would not receive the consideration that would be received if such CVCP shares had converted into common shares immediately prior to such event. The CVCP shares shall be privately transferable (subject to applicable securities laws and any required regulatory consents) but shall not be listed on the Bermuda Stock Exchange (“BSX“) or any other stock exchange. The CVCP shares will not be registered under the securities laws of any jurisdiction. This will result in a limited market for the CVCP shares. CVCP shares are transferable to common shares at the holders’ option by contacting the Bank’s transfer agent and registrar. With respect to the 8.0% preference shares, the CVCP shares rank pari passu as to liquidation and pari passu as to dividends and, with respect to common shares, the CVCP shares rank senior as to liquidation and pari passu as to dividends (other than dividends relating to BFG, as to which the CVCP shares rank senior). As at 31 December 2013, there were 7.1 million CVCP shares outstanding with 0.1 million shares converted to common shares at the holders’ option during the year ended 31 December 2013. As at 31 December 2013, there were no loan recoveries attributable to the CVCP shares as deﬁned in the certiﬁcate of designation. Consequently, the conversion factor to common shares at 31 December 2013 remained one to one (1:1). Loan recoveries mean the amount by which the cumulative amount of collections actually received by the Bank with respect to “covered loans” from and after 1 January 2010 and through (and including) the measurement date exceeds $102.3 million. In no event shall the loan recoveries exceed US$42.0 million. As at 31 December 2013, the carrying value of the covered loans was $23.7 million (2012: $26.9 million) reﬂecting charge-offs during the year as approved by the Audit Committee and reviewed by an independent committee of the Board of Directors. Share Buy-Back Programme The Bank initially introduced two share buy-back programmes on 1 May 2012 as a means to improve shareholder liquidity and facilitate growth in share value. Each programme was approved by the Board of Directors for a period of 12 months, in accordance with the regulations of the Bermuda Stock Exchange. The BSX must be advised monthly of shares repurchased and cancelled by the Bank. Common Share Buy-Back Programme The Board approved the 2012 common share buy-back programme on 1 May 2012 with up to six million common shares authorised to be acquired. On 10 December 2012, the Board approved increasing the number of common shares to be acquired up to ten million. Effective 1 April 2013, the Board cancelled the 2012 common share buy-back programme and approved the 2013 common share buy-back programme for the purchase of up to 10 million common shares. On 2 December 2013, the Board increased the total number of common shares authorised to be purchased for treasury to 15 million. Total common share buy-backs for the year ending 31 December are as follows: Acquired number of shares (to the nearest 1) Average cost per common share Total cost (in Bermuda dollars) 2013 4,038,482 1.39 5,610,907 2012 7,260,051 1.24 Total 11,298,533 1.29 8,999,061 14,609,968 Preference Share Buy-Back Programme The Board approved the 2012 preference share buy-back programme on 1 May 2012 with up to 2,000 preference shares authorised to be purchased for cancellation. On 10 December 2012, the Board approved increasing the number of preference shares to be purchased for cancellation up to 8,000. During the second quarter of 2013, the Board approved the 2013 preference share buy-back programme authorising in total the purchase and cancellation of up to 15,000 preference shares. On 2 December 2013, the Board increased the total number of preference shares authorised to be repurchased and cancelled to 26,600 preference shares. 32 Total preference share buy-backs for the year ending 31 December are as follows: Acquired number of shares (to the nearest 1) Average cost per preference share Total cost (in Bermuda dollars) 2013 11,972 1,230.26 14,728,624 2012 4,422 Total 16,394 1,218.40 1,227.06 5,387,777 20,116,401 From time to time, the Bank’s associates, insiders and insiders’ associates as deﬁned by the BSX regulations may sell shares which may result in such shares being bought back pursuant to the programme, but under BSX regulations such trades must not be pre-arranged and all buy-backs must be made in the open market. Prices paid by the Bank must not, according to BSX regulations, be higher than the last independent trade for a “round lot”, deﬁned as 100 shares or more. Warrants Following the capital raise on 2 March 2010, the terms of the 4,279,601 warrants with an exercise price of $7.01 previously issued to the Government of Bermuda in conjunction with the issuance of the preference shares in 2009 were adjusted in accordance with the terms of the guarantee. Subsequently, the Government of Bermuda now holds 4.28 million (31 December 2012: 4.15 million) warrants with an exercise price of $3.51 (31 December 2012: $3.61) and an expiration date of 22 June 2019. Dividends During the year ended 31 December 2013, the Bank declared cash dividends totalling $38.5 million or $0.07 for each common share and contingent value convertible preference share on record as of the related record dates. The Board also declared a fourth interim dividend of $0.01 per common and contingent value convertible preference share and a special dividend of $0.01 per common and contingent value convertible preference share, both to be paid on 28 March 2014 to shareholders of record on 14 March 2014. During the years ended 31 December 2013 and 2012, the Bank declared the full 8.00% cash dividends on preference shares in each quarter. Preference share dividends declared and paid were $15.0 million during 2013 (2012: $16.0 million). Guarantee fees paid to the Government of Bermuda were $1.9 million during 2013 (2012: $2.0 million). Cash Flows Cash and cash equivalents were $1.7 billion as at 31 December 2013, compared to $1.5 billion in the prior year. The increase is described below by category of operating, investing and ﬁnancing activities. For the year ended 31 December 2013, net cash provided by operating activities totalled $119.1 million (2012: $132.9 million). Cash ﬂows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities decreased by $13.8 million from 2012 to 2013, due primarily to an increase in other assets offset by rising core earnings that generated higher cash earnings compared to the prior year and an increase in trading investments due to the receipt of seed capital from the BNY Mellon Butterﬁeld Income Advantage Fund. Our investing activities include capital expenditures, loan activities, investment activities, and divesture and acquisition activities. We do not own, directly or indirectly, any shares of stock or any other equity interest or long-term debt securities of any company, corporation, ﬁrm, partnership, joint venture, association or other entity, except pursuant to the ordinary course of investment activities, the strategic investment in an associated company or as a result of the ordinary course of loan structuring. Net cash provided by investing activities for the year ending 31 December 2013 totalled $55.7 million, compared to cash used in investing activities of $627.4 million in 2012. The $683.1 million increase in cash provided by investing activities in 2013 was mainly due to reduced investment purchases and sales of AFS securities netting a $918.3 million decrease, offset by an increase in loan balances of $270.6 million year over year. Net cash provided by ﬁnancing activities totalled $4.1 million in 2013, compared to net cash provided by ﬁnancing activities of $108.9 million in 2012. The $104.8 million change primarily reﬂects the $53 million repayment of subordinated debt in 2013, resulting in a net $45 million decrease, $38.5 million common share dividend payments in 2013, net deposit and repurchase agreement increases of $16.9 million and the $6.0 million increase of share buy-backs. OFF BALANCE SHEET ARRANGEMENTS Assets Under Administration and Assets Under Management The Bank, in the normal course of business, holds assets under administration and assets under management in a ﬁduciary or agency capacity for our clients. In accordance with US GAAP, these assets are not assets of the Bank and are not included in our consolidated balance sheet. Butterﬁeld Annual Report 2013 33 Credit-Related Arrangements We enter into standby letters of credit, letters of guarantee and contractual commitments to extend credit in the normal course of business, which are not required to be recorded on the balance sheet. Since many commitments expire unused or only partially used, these totals do not necessarily reﬂect future cash requirements. Management believes there are no material commitments to extend credit that represent risks of an unusual nature. Standby letters of credit and letters of guarantee are issued at the request of our clients in order to secure a client’s payment or performance obligations to a third party. These guarantees represent our irrevocable obligation to pay the third-party beneﬁciary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneﬁciary’s claim against the client. Generally, the term of the standby letters of credit does not exceed one year, whilst the term of the letters of guarantee does not exceed four years. Credit risk is the principal risk associated with these instruments. The contractual amounts of these instruments represent the credit risk should the instrument be fully drawn upon and the client defaults. To control the credit risk associated with issuing letters of credit and letters of guarantee, we subject such activities to the same credit quality and monitoring controls as our lending activities. The types and amounts of collateral security we hold for these standby letters of credit and letters of guarantee is generally represented by our deposits or a charge over assets held in mutual funds. We are obligated to meet the entire ﬁnancial obligation of these agreements and in certain cases are able to recover the amounts paid through recourse against the collateral security. The following table sets forth the outstanding ﬁnancial guarantees with contractual amounts representing credit risk: Collateral is shown at estimated market value less selling cost. Where cash is the collateral, it is shown in gross amounts including interest income. As at 31 December (in $ millions) Standby letters of credit Letters of guarantee Total Gross 294.6 12.4 307.0 2013 Collateral 292.2 9.1 301.3 Net 2.4 3.3 5.7 Gross 280.1 11.2 291.3 2012 Collateral 277.3 8.7 286.0 Net 2.8 2.5 5.3 Contractual Obligations (Including Subordinated Debt) We enter into contractual commitments to extend credit, normally with ﬁxed expiration dates or termination clauses, at speciﬁed rates and for speciﬁc purposes. These credit arrangements are subject to our normal credit standards and collateral is obtained where appropriate. Substantially all of our commitments to extend credit are contingent upon clients maintaining speciﬁc credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses. Effective 1 October 2010, the Bank had retained Carlyle Investment Management LLC, an afﬁliated company of the Carlyle Group, to provide balance sheet management advisory services, including advisory services on valuation assignments, for an annual fee of $4 million for a three-year period. Effective 31 July 2012, the investment advisory business previously conducted by Carlyle Investment Management LLC was transferred to Alumina Investment Management LLC (“Alumina”) and the Bank agreed to the transfer of its contract to Alumina. The Bank has a facility, by one of its custodians, whereby the Bank may offer up to $200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilised facility. At 31 December 2013, $149.2 million (31 December 2012: $137.0 million) of standby letters of credit were issued under this facility. The contractual amounts for these commitments represent the maximum payments we would have to make should the contracts be fully drawn, the counterparty default, and any collateral held prove to be of no value. Commitments, when drawn, would be funded from our free cash resources. We enter into other contractual obligations in the normal course of business. Certain of these obligations, such as subordinated debt, are recorded as liabilities in our consolidated balance sheet. Other items, such as sourcing agreements, operating leases and other purchase contracts, are not required to be recorded on the Balance Sheet. Expected cash payments associated with subordinated debt are based on principal payment dates. See “Note 19: Subordinated Capital” in the 31 December 2013 consolidated ﬁnancial statements for terms of subordinated debt arrangements and interest obligations. 34 The $75.4 million contractual obligation in respect of sourcing—for Bermuda and the Cayman Islands— relates to an eight-year agreement entered into in October 2008 with global technology service provider Hewlett Packard (“HP”) (previously EDS) to supply technology infrastructure and application development management, information security and technical support for our locations in Bermuda and the Cayman Islands. In 2011, working with HP, we completed the transition of all our business applications and legacy systems in these locations to a new, common platform that is centrally managed. Under our agreement with HP, server management and maintenance, technology ﬁeld support, application support and development and help desk functions are managed by HP. We have entered into additional contractual obligations in the normal course of business which are not signiﬁcant to the amounts above. RISK MANAGEMENT Risk Governance The Group’s risk governance and management structure is illustrated below: BOARD OF DIRECTORS RISK POLICY & COMPLIANCE COMMITTEE AUDIT COMMITTEE GROUP RISK COMMITTEE GROUP ASSET & LIABILITY COMMITTEE GROUP CREDIT COMMITTEE PROVISION & IMPAIRMENTS COMMITTEE POLICY DEVELOPMENT COMMITTEE JURISDICTIONAL BUSINESS UNITS & OVERSIGHT COMMITTEES The Board of Directors (the “Board”) has overall responsibility for determining risk strategy, setting the Bank’s risk appetite and ensuring that risk is monitored and controlled effectively. It accomplishes its mandate through the activities of two dedicated committees: The Risk Policy & Compliance Committee: This committee assists the Board in fulﬁlling its responsibilities by overseeing the Group’s risk proﬁle and its performance against approved risk appetites and tolerance thresholds. Speciﬁcally, the committee considers the sufﬁciency of the Group’s policies, procedures and limits related to the identiﬁcation, measurement, monitoring and control of activities that give rise to credit, market, liquidity, interest rate, operational and reputational risks, as well as overseeing its compliance with laws, regulations and codes of conduct. The Audit Committee: This committee reviews the overall adequacy and effectiveness of the Group’s system of internal controls and the control environment, including those that are brought to bear in respect of the risk management process. It reviews recommendations arising from internal and independent audit review activities and Management’s response to any ﬁndings raised. Both the Risk Policy & Compliance and Audit Committees are supported in the execution of their respective mandates by the dedicated Audit, Compliance & Risk Policy Committees for our UK, Guernsey and Caribbean operations, which oversee the sufﬁciency of local risk management policies and procedures and the effectiveness of the system of internal controls that are in place. These committees are chaired by non-executive Directors drawn from our jurisdictional Boards. The Group executive management team is led by the Chairman & Chief Executive Ofﬁcer (the “Chairman”) and includes the members of executive management reporting directly to the Chairman. The executive management team is responsible for setting business strategy and for monitoring, evaluating and managing risks across the Group. It is supported by the following committees: The Group Risk Committee (“GRC”) is comprised of executive and senior management team members and is chaired by the Chief Risk Ofﬁcer. It provides a forum for the strategic assessment of risks assumed across the Group as a whole based on an integrated view of credit, market, liquidity, Butterﬁeld Annual Report 2013 35 legal and regulatory compliance, operational, interest rate, investment, capital and reputational risks, ensuring that these exposures are consistent with the risk appetites and tolerance thresholds promulgated by the Board. It is responsible for reviewing, evaluating and recommending the Group’s Risk Appetite Framework, the results of the Capital Assessment and Risk Proﬁle (“CARP”) process (including all associated stress testing performed) and the Group’s key risk policies to the Board for approval, for reviewing and evaluating current and proposed business strategies in the context of our risk appetites and for identifying, reviewing and advising on current and emerging risk issues and associated mitigation plans. The Group Asset & Liability Committee (“GALCO”) is comprised of executive and senior management team members and is chaired by the Chief Financial Ofﬁcer. The committee is responsible for liquidity, interest rate and exchange rate risk management and other balance sheet issues. It also oversees the execution of the Group’s investment and capital management strategies and monitors the associated risks assumed. It is supported in the execution of its mandate by the work undertaken by the dedicated Asset & Liability Committees in each of the Bank’s jurisdictional business units. The Group Credit Committee (“GCC”) is comprised of executive and senior management team members and is chaired by the Chief Risk Ofﬁcer. The committee is responsible for a broad range of activities relating to the monitoring, evaluation and management of credit risks assumed across the Group at both transaction and portfolio levels. It is supported in the execution of its mandate by the Financial Institutions Committee (FIC), a dedicated sub-committee that is responsible for the evaluation and approval of recommended inter-bank and counterparty exposures assumed in the Group’s treasury and investment portfolios, and by the activities of the European Credit Committee, which reviews and approves transactions within delegated authorities and recommends speciﬁc transactions outside of these limits to the Group Credit Committee for approval. The Provision & Impairments Committee is comprised of executive and senior management team members and is chaired by the Chief Risk Ofﬁcer. The committee is responsible for approving signiﬁcant provisions and other impairment charges. It also oversees the overall credit risk proﬁle of the Group in regards to non-accrual loans and assets. It is supported in the execution of its mandate by local credit committees and the Group Credit Committee, which make recommendations to this committee. The Policy Development Committee is comprised of senior management team members across the Group and is chaired by the Group Head of Compliance. The committee is responsible for overseeing the design, development and maintenance of the Group’s framework of operational policies. It develops recommendations regarding policy requirements, engages with nominated members of executive management to ensure that policies are drafted or updated on a timely basis and provides a forum through which they are debated Group-wide prior to their adoption, thereby ensuring a consistency of application and interpretation. It also ensures that all policies and any policy exception requests are reviewed and recommended prior to presentation to the Group Risk Committee and if necessary, the Risk Policy & Compliance Committee of the Board for approval. Risk Management The Group manages its exposure to risk through a three “lines of defence” model. This may be summarised as follows: The ﬁrst “line of defence” is provided by our jurisdictional business units, which retain ultimate responsibility for the risks they assume and for bearing the cost of risk associated with these exposures. The second “line of defence” is provided by the Risk Management group, which works in collaboration with our business units to identify, assess, mitigate and monitor the risks associated with our business activities and strategies. It does this by: • Making recommendations to the Group Risk Committee regarding the constitution of the Risk Appetite Framework; • • Setting risk strategies that are designed to manage risk exposures assumed in the course of pursuing our business strategies and aligning them with agreed appetites; Establishing and communicating policies, procedures and limits to control risks in alignment with these risk strategies; • Measuring, monitoring and reporting on risk levels; • • Opining on speciﬁc transactions that fall outside delegated risk limits; Identifying and assessing emerging risks. The four functions within the Risk Management group that support our risk management activities are outlined below. To ensure a formal separation of duties, each reports directly to the Chief Risk Ofﬁcer. Group Market Risk – This unit provides independent oversight of the measurement, monitoring and control of liquidity and funding risks, interest rate and foreign exchange risks as well as the market risks associated with the Group’s investment portfolios. It also monitors compliance with both regulatory requirements and the Group’s internal policies and procedures relating to the management of these risks. 36 Group Credit Risk Management – This unit is responsible for the adjudication and oversight of credit risks associated with our retail and commercial lending activities and the management of risks associated with our investment portfolios and counterparty exposures. It also establishes the parameters and delegated limits within which credit risks may be assumed and promulgates guidelines on how exposures should be managed and monitored. Group Compliance – This unit provides independent analysis and assurance of the Group’s compliance with applicable laws, regulations, codes of conduct and recommended best practices, including those associated with the prevention of money laundering and terrorist ﬁnancing. It is also responsible for assessing the Group’s potential exposure to upstream risks and for providing guidance on the preparations that should be made in advance of these changes coming into effect. Group Operational Risk – This unit assesses the effectiveness of the Group’s procedures and internal controls in managing its exposure to various forms of operational risk, including those associated with new business activities and processes and the deployment of new technologies. It also oversees the Group’s incident management processes and reviews the effectiveness of its loss data collection activities. The third “line of defence” is provided by our Group Internal Audit function, which performs oversight and ongoing review, and challenge of the effectiveness of the internal controls that are executed by both the business and Risk Management. This includes the review of the accuracy of the underlying data and appropriateness of the stress testing methodologies that are executed as a part of our Capital Adequacy & Risk Proﬁle (CARP) process. The Risk Appetite Framework The Risk Appetite Framework is the cornerstone of our approach to risk management. Developed by executive management and approved formally by the Board of Directors, it communicates a willingness to take on certain risks in the pursuit of our strategic objectives and deﬁnes those that should be avoided. It also provides management with a clear mandate regarding the amount and type of risk that it may accept and establishes minimum expectations regarding the practices and behaviours that should be brought to bear in managing the exposures assumed. It is aligned with the interests of our stakeholders, feeds into our business planning processes, and shapes our discussions on risk matters generally. Our framework comprises the following elements: (i). Nine broad categories of risk: credit; market; liquidity; legal & regulatory; governance; process & technology; people; country & political; and reputational. These represent the various risks that the Group assumes across the entirety of its operations in the pursuit of its strategic goals. (ii). For each risk category, there is a declared risk appetite. To ensure consistency in our risk conversations, these have been distilled into the three options set out in the table below, with each appetite designed to convey a clear strategic direction in terms of the risk/reward proﬁle assumed: APPETITE Averse Cautious DEFINITION PROFILE The Group will work to avoid exposure to this risk given its potential for ﬁnancial loss, reputational damage, and/or the loss of customer and/or investor conﬁdence. Our processes and controls are defensive and focus on detection and prevention. Given the potential for ﬁnancial loss, reputational damage, and the loss of customer and/or investor conﬁdence, the Group will be very selective in the exposures assumed to this risk and will monitor it closely. Security is favoured over reward. Exposures are only assumed when the risk can be quantiﬁed accurately and is assessed as being acceptable. Open The Group will consider opportunities to accept this risk and will accept those that fall within clearly deﬁned parameters. The risk of loss or reputational damage is accepted but the exposure can be estimated reliably and can be managed to a tolerable level. Reward is commensurate with the risk assumed. Exposures can be estimated reliably and structures, systems and processes are in place to manage it. (iii). A statement of our governing principles relating to each risk category. This establishes the characteristics of the risks that the Bank is willing to assume and the management behaviours that we should exhibit when doing so. Butterﬁeld Annual Report 2013 37 Speciﬁc performance measures and tolerance thresholds in respect of each risk category, combining quantitative and qualitative targets (which are designed to reﬂect both forward looking as well as historical perspectives), are designed to provide executive management and the Board with an indication of the “direction” of our exposure relative to our declared risk appetite and an early warning of material adverse developments requiring remedial action. The metrics are monitored independently by the Group Risk function and are measured against actual results. The results of these analyses are reported to management at all levels of the organisation and are reviewed regularly by Group Risk, executive management, and the Board of Directors in the performance of their oversight activities. Application of the Risk Appetite Framework The limits, targets and thresholds used to measure performance continue to be reﬁned by the Group Risk Management function in an effort to express as complete a “picture” as possible of our exposure to a given risk, relative to the stated appetite. All changes proposed pass through a formal review and approval process at both the executive management and Board levels prior to their adoption. Through this approach, the Risk Appetite Framework sets the tone for our risk culture across the Group as a whole, inﬂuencing behaviours at all levels of the organisation and reinforcing accountability for decisions taken. Many of our jurisdictional ofﬁces have developed subsidiary risk appetite frameworks in conjunction with their local Risk Management functions. This ensures appropriate coverage of local risk factors and the establishment of proportional tolerance thresholds. Group Risk has reviewed these frameworks prior to their adoption and has modiﬁed any appetites proposed that are considered to be inconsistent with the overall Group approach. Credit Ratings Our credit ratings are provided in the table below: As at 31 December 2013 Short-term deposits Long-term deposits and debt Standard Moody’s Fitch & Poor’s A2 BBB+ P2 A3 F1 A- 38 Jurisdiction and Business Line Overviews Butterﬁeld Annual Report 2013 39 Bermuda For more than 150 years, Bermuda has served as home to Butterﬁeld’s Provisions for credit losses were $12.7 million, up $6.3 million from headquarters and remains the Bank’s largest jurisdiction in terms of the prior year due largely to increased impairment of non-performing number of employees, Banking Centre locations and business volume. hospitality loans and residential mortgages. Recognised in 2013 as Bermuda’s Bank of the Year by The Banker and Bermuda’s Best Private Bank by Euromoney, Butterﬁeld is Bermuda’s Non-interest income of $62.0 million for the year ended 31 December largest independent bank, offering a full range of community banking 2013 was down $3.6 million, or 5.5%, reﬂecting lower revenues of services and wealth management services, including private banking, $6.0 million from banking, asset management and custody fees, which asset management and personal trust. Butterﬁeld also provides were partially offset by increased foreign exchange revenues of services to corporate and institutional clients in Bermuda, which $2.2 million. include asset management and corporate trust services. Net income before gains and losses was $33.8 million for the year 2013 due to reduced headcount, a reduction in senior management ended 31 December 2013, up $8.7 million from $25.1 million in the prior compensation, savings from technology, and other expense Non-interest expenses declined by $12.5 million to $152.3 million in year, despite a $3.8 million drop in revenue, due principally to cost management initiatives. management initiatives and higher income from our investment portfolio. Net gains of $7.0 million during the year were favourable by $19.9 million Total assets as at 31 December 2013 were $4.6 billion, consistent with compared to net losses of $13.0 million in 2012, primarily due to one-off year-end 2012. Customer deposits ended the year at $3.6 billion, up gains and reduced valuation allowances required on foreclosed $0.3 billion from year-end 2012, and loan balances ended the year at properties. Net income after gains and losses was $40.8 million, $2.1 billion, a decrease of $0.1 billion from year-end 2012. an increase of $28.7 million from $12.1 million in the prior year. Net interest income before provisions for credit losses increased by businesses were $35.6 billion and $31.2 billion, respectively, whilst $6.1 million to $136.9 million in 2013 due to an increase of $11.2 million assets under management decreased by $0.3 billion to $2.8 billion in investment income and $3.3 million in lower subordinated debt from year-end 2012. Client assets under administration for the trust and custody interest expense. This was partially offset by reduced loan revenue of $8.4 million as a result of prepayments and soft loan demand, which drove a decline in the loan portfolio. 40 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before gains and losses Total expenses Net income before gains and losses Net gains (losses) Net income As at 31 December (in $ millions) Customer deposits Loans, net of allowance for credit losses Total assets Assets under administration Custody and other administration services Trust Assets under management Butterﬁeld Funds Other assets under management Total assets under management 2013 136,900 (12,708) 61,986 186,178 (152,344) 33,834 6,953 40,787 2012 130,780 (6,372) 65,559 189,967 (164,879) 25,088 (12,974) 12,114 $ change 6,120 (6,336) (3,573) (3,789) 12,535 8,746 19,927 28,673 % change 4.7% (99.4%) (5.5%) (2.0%) 7.6% 34.9% 153.6% 236.7% 3,551 2,075 4,624 3,256 2,208 4,624 31,198 35,621 27,819 30,062 1,956 805 2,761 2,335 747 3,082 295 (133) - 3,379 5,559 (379) 58 (321) 9.1% (6.0%) - 12.1% 18.5% (16.2%) 7.8% (10.4%) Number of employees 554 624 (70) (11.2%) Butterﬁeld Annual Report 2013 41 Cayman Islands Butterﬁeld is a leading ﬁnancial services provider in the Cayman Provisions for credit losses were $3.6 million compared to $1.3 million Islands, offering a comprehensive range of personal and corporate in the prior year. The increase of $2.3 million resulted primarily from a ﬁnancial services. In addition to our strong retail presence, Butterﬁeld general provision increase relating to the increase in loans and speciﬁc is also focused on our wealth management offering through an provisions on certain residential mortgages and commercial loans. award-winning private banking service, as well as asset management and trust services. Non-interest income was $32.2 million, up $1.2 million from the prior year. The increase was due primarily to higher banking fees driven Named Bank of the Year in 2013 by The Banker, Butterﬁeld enhanced by net card revenues, foreign exchange revenues, and trust income, its client delivery channels through the introduction of mobile banking partially offset by lower asset management revenues. and the American Airlines® afﬁnity credit card products during the year. With three Banking Centres in excellent locations and 13 ATMs Non-interest expenses decreased $0.2 million, year over year, to strategically located in Grand Cayman, Butterﬁeld continues to be a $54.7 million (including $1.1 million in early retirement and severance leader in the provision of ﬁnancial services locally. costs). Improvements were noted in salaries that declined by Net income before gains and losses for the year ending 31 December by $0.8 million due to lower outsourcing costs, and marketing costs that 2013 was $25.9 million, up $6.5 million from the prior year. The increase were lower by $0.1 million. These reductions were largely offset was due primarily to an improvement in loan and investment income, by increased government license and work permit fees of $0.7 million banking fees, foreign exchange and trust revenues, coupled with a and increased loan administration fees of $0.5 million. reduction in salaries and technology expenses. Net income for the year was $25.4 million, an increase of $1.5 million from the prior year. Total assets at 31 December 2013 were $2.3 billion, up $0.2 billion $0.5 million due to lower headcount, technology costs, which declined Net interest income before loan loss provisions was $52.0 million in increased by $0.2 billion from year-end 2012 to end at $1.0 billion. The 2013, an improvement of $7.4 million compared to 2012. The increase available-for-sale investments at $0.5 billion at the end of ﬁscal 2013 was driven primarily by an improvement in loan income of $3.8 million were down $0.1 billion, year over year. from year-end 2012, reﬂecting higher client deposit levels. Net loans as loans increased by $246 million. Investment income was up $3.3 million resulting from an average $148 million increase in Client assets under administration for the trust and custody businesses available-for-sale securities, but partially offset by a reduction of were $1.6 billion and $1.3 billion, respectively, whilst assets under $86 million in ﬂoating rate notes. Deposit liability costs were management were $0.7 billion at year-end 2013. $0.5 million lower following the maturity of the step-up deposit product in 2012. 42 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before gains and losses Total expenses Net income before gains and losses Net gains (losses) Net income As at 31 December (in $ millions) Customer deposits Loans, net of allowance for credit losses Total assets Assets under administration Custody and other administration services Trust Assets under management Butterﬁeld Funds Other assets under management Total assets under management Number of employees 2013 51,981 (3,554) 32,175 80,602 (54,674) 25,928 (492) 25,436 2012 44,633 (1,291) 30,940 74,282 (54,829) 19,453 4,497 23,950 $ change 7,348 (2,263) 1,235 6,320 155 6,475 (4,989) 1,486 % change 16.5% (175.3%) 4.0% 8.5% 0.3% 33.3% (110.9%) 6.2% 2,071 951 2,309 1,323 1,591 139 541 680 273 1,862 705 2,117 1,417 1,710 176 621 797 297 209 246 192 (94) (119) (37) (80) (117) 11.2% 34.9% 9.1% (6.6%) (7.0%) (21.0%) (12.9%) (14.7%) (24) (8.1%) Butterﬁeld Annual Report 2013 43 Guernsey In Guernsey, Butterﬁeld offers private banking, lending, asset Non-interest income decreased $0.3 million to $19.7 million due to management, custody, administered banking and ﬁduciary services. adverse exchange rate ﬂuctuations. Underlying the foreign exchange ﬂuctuations, improvements in foreign exchange activities and higher Guernsey posted net income before gains and losses of $7.4 million in banking services revenues were offset by lower asset management and 2013, compared to $9.8 million in 2012, a decrease of $2.4 million, due banking services income. primarily to higher interest and non-interest expenses. Total expenses at $31.9 million were $1.1 million higher than 2012 due Net interest income before provisions for credit losses declined by to increases in technology, property and other expenses. $1.8 million to $19.8 million in 2013, compared to $21.6 million last year, attributable to lower yields on our investment portfolio and Total assets at 31 December 2013 of $1.4 billion were lower than higher interest expense. This was partially offset by higher loan interest year-end 2012, driven by lower customer deposit balances that income from an increase in average loan balances. Interest expense reduced investment balances. increased by $1.2 million as a greater proportion of customer deposits moved towards higher rate, longer-term notice accounts. Client assets under administration for the trust business were Provisions for credit losses were $0.1 million compared to assets under administration for the custody and administered banking $10.1 billion in 2013, up slightly from $9.9 billion in 2012. Similarly, $1.0 million in 2012. businesses were $9.7 billion, up $0.7 billion (7.8%) over 2012. Client assets under management were lower than the prior year at $0.4 billion from loss of client mandates. 44 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before gains and losses Total expenses Net income before gains and losses Net gains (losses) Net income As at 31 December (in $ millions) Customer deposits Loans, net of allowance for credit losses Total assets Assets under administration Custody and other administration services Trust Assets under management Butterﬁeld Funds Other assets under management Total assets under management Number of employees 2013 19,808 (125) 19,678 39,361 (31,945) 7,416 (378) 7,038 1,291 563 1,438 9,660 10,108 72 352 424 175 2012 21,564 (980) 20,005 40,589 (30,810) 9,779 (31) 9,748 $ change (1,756) % change (8.1%) 855 (327) (1,228) (1,135) (2,363) 87.2% (1.6%) (3.0%) (3.7%) (24.2%) (347) (1,119.2%) (2,710) (27.8%) 1,370 533 1,522 8,958 9,905 246 343 589 175 (79) 30 (84) 702 203 (5.8%) 5.6% (5.5%) 7.8% 2.0% (174) 9 (165) (70.7%) 2.6% (28.0%) - - Butterﬁeld Annual Report 2013 45 United Kingdom In the UK, Butterﬁeld provides a range of traditional private banking, Provisions for loan losses improved by $7.0 million as 2013 recorded lending, treasury and investment management services. This includes a net recovery of $1.5 million following recoveries from two previously the provision of family ofﬁce services to high net worth international written off facilities. This compares to loan losses of $5.5 million in 2012, clients through the expertise within the Butterﬁeld Group. relating to legacy commercial loan facilities. The UK recorded net income of $4.2 million in 2013, up $28.8 million Total assets at $828.3 million at year-end 2013 were down $97.1 million as compared to a loss of $24.6 million in 2012. The improvement is from $925.4 million at year-end 2012. Loan balances were $497 million driven largely by 2012 events that included $16.6 million of goodwill in 2013, stable from year-end 2012. Customer deposit balances at and intangible write-downs and a $5.0 million one-time tax adjustment. year-end 2012 of $709.3 million fell by $102.7 million to $606.6 million, After excluding these 2012 items and adjusting 2013 net income for due largely to a strategy adopted to focus on high net worth private $1.1 million of non-core redundancy costs, core earnings were clients and exit non-core clients. $5.3 million in 2013 compared to a 2012 loss of $3.0 million, an improvement of $8.3 million. Assets under management of $291 million were up $54 million from $237 million at year-end 2012. Custody client assets under Net interest income before credit provisions of $14.9 million was administration at the end of 2013 amounted to $1.5 billion. up $0.7 million from $14.2 million at year-end 2012. The increase was due to a revised pricing strategy on customer deposit products, more reﬂective of the UK market and higher levels of interest income collected on past due loans. 46 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before gains and losses Total expenses Net income before gains and losses Net gains (losses) Net income As at 31 December (in $ millions) Customer deposits Loans, net of allowance for credit losses Total assets 2013 14,932 1,504 7,384 23,820 (19,841) 3,979 181 4,160 2012 14,197 (5,547) 8,177 16,827 (24,565) (7,738) (16,895) (24,633) $ change 735 % change 5.2% 7,051 (793) 6,993 4,724 11,717 17,076 28,793 127.1% (9.7%) 41.6% 19.2% 151.4% 101.1% 116.9% 607 497 828 709 507 925 (102) (10) (97) (14.4%) (2.0%) (10.5%) Assets under administration – custody 1,506 1,662 (156) (9.4%) Assets under management Butterﬁeld Funds Other assets under management Total assets under management Number of employees 97 194 291 97 77 160 237 98 20 34 54 (1) 26.0% 21.3% 22.8% (1.0%) Butterﬁeld Annual Report 2013 47 Group Asset Management Butterﬁeld Asset Management focuses on fulﬁlling the ﬁnancial needs Group Asset Management revenue was $18.1 million in 2013, compared of those who demand the highest levels of service and expertise. Each to $22.3 million in 2012. The decrease of $4.2 million is due principally client has direct access to his or her portfolio manager who is, in turn, to lower short-term interest rates and their trickle-down effect on supported by a Group investment discipline designed to leverage Money Market Fund management fee income. In addition, the prior resources from across the organisation, including a Core Strategy and year’s revenue was higher with Bentley Reid’s investment management Research team based in the United Kingdom. agreement in the United Kingdom still in effect for the ﬁrst half of 2012. The Group provides a broad range of investment services to Assets under management were $4.2 billion at year-end 2013, institutional and private clients in Bermuda, the Cayman Islands, compared to $4.7 billion at the end of 2012. Withdrawals of Money Guernsey, and the United Kingdom. Principal services include Market Fund balances during the year were responsible for the discretionary investment management and managed portfolio services. $0.5 billion decline, as clients continued to seek out better-yielding Advisory and self-directed brokerage options are available to clients alternatives for short-term investments. Assets under discretionary in Bermuda and the Cayman Islands. The Group also provides money management increased slightly from year-end 2012 as investors market and mutual fund offerings in all four jurisdictions. Institutional returned to the markets. clients consist primarily of captive insurance companies in Bermuda and the Cayman Islands. Private clients are high net worth individuals and their ﬁduciary vehicles served from all four jurisdictions. Retail and mass afﬂuent clients are served from Bermuda and the Cayman Islands as part of Butterﬁeld’s community banking platform. 2013 Other assets 805 541 352 - 194 1,892 Total AUM 2,761 680 424 40 291 4,196 Butterﬁeld 2012 Other Funds 2,335 176 246 35 77 2,869 assets 747 Total AUM 3,082 621 343 - 160 1,871 797 589 35 237 4,740 Total assets under management (“AUM”) at 31 December: Butterﬁeld Funds 1,956 139 72 40 97 2,304 (in $ millions) Bermuda Cayman Islands Guernsey The Bahamas UK Total 48 Group Trust Our trust and corporate services specialists deliver ﬁduciary solutions Bahamas, Bermuda, the Cayman Islands, Guernsey and Switzerland. To to meet a range of client needs, including estate and succession this end, training and continual professional development for our staff planning, administration of complex asset holdings, and efﬁcient remained a priority in 2013. Active participation by our personnel in co-ordination for the affairs of international families; as well as the their local branches of leading trust industry associations and bodies pension, employee beneﬁt and other ﬁduciary requirements of such as the Society of Trust and Estate Practitioners also assists our multinational corporations and institutions. Butterﬁeld was recently employees in remaining at the forefront of their areas of expertise. recognised as one of the leading international ﬁnance ﬁrms at the Citywealth International Financial Centre Awards, receiving two awards: Trust revenues are derived from a combination of ﬁxed fees, fees 2013 Trust Company of the Year - Caribbean; and Trust Company of the based on the market values of assets held in trust and fees based Year - Switzerland. on time spent in relation to the range of personal trust and company administration services, and the pension, employee beneﬁt and other Alongside our traditional strengths in providing services to families corporate and institutional trust services we provide. and institutions connected with the United Kingdom, North America, and Europe, in 2013 we continued to build relationships with clients In 2013, trust revenues totalled $30.4 million, an increase of 4.4% from connected to the Asian and Latin American regions. 2012. Signiﬁcant new business development and growth occurred in Switzerland, Bermuda, and in our corporate and institutional Our goal is to deliver consistently reliable service to our clients, trust services area. In addition, increasing pipelines were noted in underpinned by the technical expertise and competencies of our our Bahamas, Guernsey and Cayman businesses. Trust revenues multi-jurisdictional team, which operates through separately represented 24.1% of total non-interest income in 2013, up from 22.7% incorporated trust businesses in our jurisdictions of choice, The in 2012. Total Trust assets under administration (“Trust AUA”) at 31 December: (in $ millions) Bermuda Cayman Islands Guernsey Switzerland The Bahamas Total 2013 35,621 1,591 10,108 2,566 3,370 53,256 2012 30,062 1,710 9,905 2,142 3,250 47,069 $ change 5,559 % change 18.5% (119) 203 424 120 6,187 (7.0%) 2.0% 19.8% 3.7% 13.1% Butterﬁeld Annual Report 2013 49 Financial Statements 50 Management’s Financial Reporting Responsibility The Management of The Bank of N.T. Butterﬁeld & Son Limited is responsible for the preparation of the consolidated ﬁnancial statements contained in this report, which covers all of the interests of the Bank. Management has fully disclosed its income, assets, liabilities and off balance sheet commitments. These ﬁnancial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and, where appropriate, are based on the best estimates and judgment of management. Management has established and maintains a system of ﬁnancial reporting and internal controls to provide reasonable assurance that transactions are properly authorised and recorded, assets are protected against unauthorised use or disposition and liabilities are recognised. These procedures include the careful selection and training of qualiﬁed staff, the establishment of organisational structures providing an appropriate and well-deﬁned division of responsibilities, and the communication of policies and standards of business conduct throughout the Bank. The system of internal controls is further supported by a professional staff of internal auditors who conduct periodic inspections of all aspects of the Bank’s operations. In addition, the Bank’s Head of Group Internal Audit reports to, and has full and free access to the Audit Committee of the Board of Directors. The Audit Committee, composed entirely of Directors who are not employees of the Bank, reviews the ﬁnancial statements before such statements are approved by the Board of Directors and submitted to the Bank’s shareholders. The Committee meets and consults regularly with management, the internal auditors and our external independent auditors to review the scope and results of their work. Under the provisions of the Bermuda Monetary Authority Act 1969, the Bermuda Monetary Authority is charged with the supervision of the Bank. Such supervision is in line with international practices and combines a comprehensive system of statistical returns, providing a detailed breakdown of the balance sheet and statement of operations of the Bank, and regular meetings with the senior management of the Bank. Such regular reviews are intended to satisfy the Authority that the safety and interests of the depositors, creditors and shareholders of the Bank are being duly observed and that the Bank is in a sound ﬁnancial condition. The accounting ﬁrm of PricewaterhouseCoopers, the shareholders’ independent auditors, has examined the consolidated ﬁnancial statements of the Bank in accordance with auditing standards generally accepted in the United States of America and have expressed their opinion in their report to the shareholders. The auditors have unrestricted access to, and meet periodically with, the Audit Committee to review their ﬁndings regarding internal controls over the ﬁnancial reporting process, auditing matters and ﬁnancial reporting issues. Management has made available to PricewaterhouseCoopers all of the Bank’s ﬁnancial records and related data, as well as the minutes of shareholders’ and Directors’ meetings. Brendan McDonagh Chairman & Chief Executive Ofﬁcer 25 February 2014 John Maragliano Executive Vice President & Chief Financial Ofﬁcer 25 February 2014 Butterﬁeld Annual Report 2013 51 February 25, 2014 Independent Auditor’s Report To the Board of Directors and Shareholders of The Bank of N.T. Butterfield & Son Limited We have audited the accompanying consolidated financial statements of The Bank of N.T. Butterfield & Son Limited and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income, changes in (cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:86)(cid:182)(cid:3)(cid:72)(cid:84)(cid:88)(cid:76)(cid:87)(cid:92)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:73)(cid:79)(cid:82)(cid:90)(cid:86)(cid:3)for the years then ended. Management’s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on the consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86)(cid:3) preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the (cid:38)(cid:82)(cid:80)(cid:83)(cid:68)(cid:81)(cid:92)(cid:182)(cid:86) internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PricewaterhouseCoopers, Chartered Accountants, P.O. Box HM 1171, Hamilton HM EX, Bermuda T: +1 (441) 295 2000, F:+1 (441) 295 1242, www.pwc.com/bermuda 52 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Bank of N.T. Butterfield & Son Limited and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Chartered Accountants Reference: Independent Auditor’s Report on the Financial Statements of The Bank of N.T. Butterfield & Son Limited as at December 31, 2013 and 2012 and for the years then ended February 25, 2013 Page 2 of 2 Butterﬁeld Annual Report 2013 53 Consolidated Balance Sheet (in thousands of Bermuda dollars) 31 December 2013 31 December 2012 As at Assets Cash and demand deposits with banks Cash equivalents Total cash and cash equivalents Short-term investments Debt and equity securities Trading Available for sale Held to maturity Total investments in debt and equity securities Loans, net of allowance for credit losses Premises, equipment and computer software Accrued interest Goodwill Intangible assets Investments in afﬁliates Other real estate owned Other assets Total assets Liabilities Customer deposits Non-interest bearing Interest bearing Total customer deposits Bank deposits Total deposits Securities sold under agreement to repurchase Employee future beneﬁts Accrued interest Preference share dividends payable Other liabilities Total other liabilities Subordinated capital Total liabilities Shareholders’ equity Common share capital (BMD 0.01 par; authorised shares 26,000,000,000) issued and outstanding: 549,803,460 (2012: 549,677,803) Preference share capital (USD 0.01 par; USD 1,000 liquidation preference) issued and outstanding: 183,606 (2012: 195,578) Contingent value convertible preference share capital (USD 0.01 par) issued and outstanding: 7,129,075 (2012: 7,254,732) Additional paid-in capital Accumulated deﬁcit Less: treasury common shares: 8,310,421 shares (2012: 7,066,586 shares) Accumulated other comprehensive loss Total shareholders’ equity Total liabilities and shareholders’ equity The accompanying notes are an integral part of these consolidated ﬁnancial statements. Brendan McDonagh Chairman & Chief Executive Ofﬁcer 54 411,124 1,319,348 1,730,472 54,981 53,328 2,226,921 333,394 2,613,643 4,088,225 240,603 19,621 7,086 12,035 12,533 27,407 64,209 8,870,815 1,012,973 6,584,756 7,597,729 40,222 7,637,951 25,535 89,109 3,825 616 104,218 223,303 207,000 8,068,254 5,498 2 71 1,344,755 (460,157) (10,948) (76,660) 802,561 8,870,815 367,050 1,175,476 1,542,526 76,213 61,785 2,580,577 239,342 2,881,704 3,955,960 243,321 18,975 6,949 15,327 18,637 34,360 39,037 8,833,009 918,814 6,347,958 7,266,772 126,466 7,393,238 109,021 103,135 2,795 662 106,984 322,597 260,000 7,975,835 5,496 2 73 1,355,689 (482,796) (8,767) (12,523) 857,174 8,833,009 Consolidated Statements of Operations (in thousands of Bermuda dollars, except per share data) For the year ended 31 December 2013 31 December 2012 Non-interest income Asset management Banking Foreign exchange revenue Trust Custody and other administration services Other non-interest income Total non-interest income Interest income Loans Investments Deposits with banks Total interest income Interest expense Deposits Subordinated capital Securities sold under repurchase agreements Total interest expense Net interest income before provision for credit losses Provision for credit losses Net interest income after provision for credit losses Net trading gains Net realised (losses) gains on available for sale investments Net realised / unrealised losses on other real estate owned Impairment of ﬁxed assets Impairment of intangible assets Impairment of goodwill Net gain on sales of afﬁliates and subsidiary Impairment of investment in afﬁliate Net other gains Total other gains (losses) Total net revenue Non-interest expense Salaries and other employee beneﬁts Technology and communications Property Professional and outside services Non-income taxes Amortisation of intangible assets Marketing Other expenses Total non-interest expense Net income before income taxes from continuing operations Income tax expense Net income from continuing operations Discontinued operations Income from discontinued operations before income tax expense Gain on sale of discontinued operations Income tax expense Net income from discontinued operations Net income Earnings per common share Basic earnings per share Diluted earnings per share Basic earnings per share from continuing operations Diluted earnings per share from continuing operations 18,067 32,490 29,311 30,410 10,232 5,453 125,963 187,042 60,875 5,291 253,208 19,973 9,186 240 29,399 223,809 (14,825) 208,984 315 (61) (5,000) - - - 1,227 (3,800) 14,068 6,749 341,696 131,064 54,223 24,309 15,012 13,682 3,358 3,484 17,513 262,645 79,051 (891) 78,160 - - - - 78,160 0.11 0.11 0.11 0.11 22,323 33,713 26,524 29,122 10,646 6,215 128,543 190,691 49,117 4,999 244,807 20,511 12,573 18 33,102 211,705 (14,190) 197,515 268 2,028 (2,053) (14,527) (9,143) (9,505) 4,231 - 1,389 (27,312) 298,746 137,433 57,715 26,129 15,409 13,158 5,040 3,963 16,048 274,895 23,851 (5,890) 17,961 693 7,240 (313) 7,620 25,581 0.01 0.01 - - The accompanying notes are an integral part of these consolidated ﬁnancial statements. Butterﬁeld Annual Report 2013 55 Consolidated Statements of Comprehensive Income (in thousands of Bermuda dollars) Net income Other comprehensive (loss) income, net of taxes Net change in unrealised gains on translation of net investment in foreign operations Net change in unrealised (losses) gains on available-for-sale investments Employee future beneﬁts adjustments Other comprehensive (loss) income Total comprehensive income The accompanying notes are an integral part of these consolidated ﬁnancial statements. For the year ended 31 December 2013 78,160 31 December 2012 25,581 2,855 (84,917) 17,925 (64,137) 14,023 834 43,118 (15,173) 28,779 54,360 56 Consolidated Statements of Changes in Shareholders’ Equity For the year ended 31 December 2013 31 December 2012 Number of shares In thousands of Bermuda dollars Number of shares In thousands of Bermuda dollars Common share capital issued and outstanding Balance at beginning of year Conversion of contingent value preference shares Balance at end of year 549,677,803 125,657 549,803,460 Preference shares Balance at beginning of year Repurchase and cancellation of preference shares Balance at end of year Contingent value convertible preference shares Balance at beginning of year Conversion to common shares Balance at end of year 195,578 (11,972) 183,606 7,254,732 (125,657) 7,129,075 Additional paid-in capital Balance at beginning of year Stock option plan expense Share-based compensation settlements Reduction of carrying value on repurchase of preference shares Premium paid on repurchase of preference shares Balance at end of year Accumulated deﬁcit Balance at beginning of year Net income for year Common share cash dividends declared and paid ($0.07 per share) Cash dividends declared on preference shares Preference shares guarantee fee Balance at end of year Treasury common shares Balance at beginning of year Share-based settlement Purchase of treasury shares Share-based compensation settlements Balance at end of year Accumulated other comprehensive loss Balance at beginning of year Other comprehensive (loss) income, net of taxes Balance at end of year Total shareholders’ equity 7,066,586 (119,873) 4,038,482 (2,674,774) 8,310,421 5,496 2 5,498 549,468,349 209,454 549,677,803 200,000 (4,422) 195,578 7,464,186 (209,454) 7,254,732 2,163,958 (150,000) 7,260,051 (2,207,423) 7,066,586 2 - 2 73 (2) 71 1,355,689 6,347 (2,553) (11,972) (2,756) 1,344,755 (482,796) 78,160 (38,531) (15,094) (1,896) (460,157) (8,767) 173 (5,611) 3,257 (10,948) (12,523) (64,137) (76,660) 802,561 5,494 2 5,496 2 - 2 75 (2) 73 1,377,556 5,184 (21,662) (4,422) (967) 1,355,689 (490,377) 25,581 - (16,000) (2,000) (482,796) (21,723) 293 (8,999) 21,662 (8,767) (41,302) 28,779 (12,523) 857,174 The accompanying notes are an integral part of these consolidated ﬁnancial statements. Butterﬁeld Annual Report 2013 57 Consolidated Statements of Cash Flows (in thousands of Bermuda dollars) Cash ﬂows from operating activities Net income Less: Net income from discontinued operations Net income from continuing operations Adjustments to reconcile net income from continuing operations to operating cash ﬂows Depreciation and amortisation Impairment of goodwill Impairment of intangible assets Impairment of ﬁxed assets Increase in carrying value of investments in afﬁliates Share-based payments and settlements Realised gains on legal settlement Net gain on sales of afﬁliates and subsidiary Impairment of investment in afﬁliate Net realised / unrealised losses on other real estate owned Net realised losses (gains) on available-for-sale securities Provision for credit losses Changes in operating assets and liabilities (Increase) decrease in accrued interest receivable (Increase) decrease in other assets Increase (decrease) in accrued interest payable Decrease in other liabilities and employee future beneﬁts Net change in trading investments Cash provided by operating activities from continuing operations Cash ﬂows from investing activities Net increase (decrease) in short-term investments Net proceeds on sale of afﬁliate Net proceeds on sale of subsidiary Net proceeds on sale of customer relationships intangible assets Proceeds from legal settlement Net additions to premises, equipment and computer software Proceeds from other real estate owned Net (increase) decrease in loans Held-to-maturity investments: proceeds from pay downs Held-to-maturity investments: purchases Available-for-sale investments: proceeds from sale Available-for-sale investments: proceeds from maturities and pay downs Available-for-sale investments: purchases Cash provided by (used in) investing activities Cash ﬂows from ﬁnancing activities Net increase in demand and term deposit liabilities Net (decrease) increase in securities sold under agreement to repurchase Repayment of subordinated capital Common shares repurchased Preference shares repurchased Proceeds from stock option exercise Cash dividends paid on preference shares Cash dividends paid on common and contingent value convertible preference shares Preference shares guarantee fee paid Cash provided by ﬁnancing activities Net effect of exchange rates on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Supplemental disclosure of cash ﬂow information Cash interest paid Cash income tax paid Non-cash item Transfer to other real estate owned The accompanying notes are an integral part of these consolidated ﬁnancial statements. 58 For the year ended 31 December 2013 31 December 2012 78,160 - 78,160 44,957 - - - (1,068) 6,520 (13,108) (1,227) 3,800 5,000 61 14,825 (585) (24,716) 1,011 (2,965) 110,665 8,464 119,129 21,393 4,598 - - 13,108 (19,169) 8,619 (133,503) 19,435 (114,588) 387,149 1,073,069 (1,204,440) 55,671 215,800 (83,486) (53,000) (5,611) (14,852) 706 (15,015) (38,531) (1,896) 4,115 9,031 187,946 1,542,526 1,730,472 30,410 911 6,719 25,581 (7,620) 17,961 46,958 9,505 9,143 14,527 (288) 5,477 - (4,231) - 2,053 (2,028) 14,190 5,393 22,813 (5,129) (4,498) 131,846 1,069 132,915 (55,498) 18,464 41,862 1,428 - (17,761) 4,726 137,077 16,127 (191,305) 414,347 1,514,538 (2,511,423) (627,418) 40,222 109,021 (7,946) (8,999) (5,452) - (15,989) - (2,000) 108,857 25,446 (360,200) 1,902,726 1,542,526 28,620 1,230 13,755 Notes to the Consolidated Financial Statements (in thousands of Bermuda dollars unless otherwise stated) NOTE 1: NATURE OF BUSINESS The Bank of N.T. Butterﬁeld & Son Limited (“Butterﬁeld”, “Bank” or the “Company”) is incorporated under the laws of Bermuda and has a banking license under the Bank and Deposit Companies Act, 1999 (“the Act”). Butterﬁeld is regulated by the Bermuda Monetary Authority (“BMA”), which operates in accordance with Basel principles. Butterﬁeld is a full service community bank and a provider of specialised wealth management services. Services offered include retail, private & corporate banking, treasury, custody, asset management and personal & institutional trust services. The Bank provides such services from six jurisdictions: Bermuda, the Cayman Islands, Guernsey, Switzerland, The Bahamas and the United Kingdom. The Bank holds all applicable licenses required in the jurisdictions in which it operates. NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Basis of Presentation and Use of Estimates and Assumptions The accounting and ﬁnancial reporting policies of the Bank and its subsidiaries conform to generally accepted accounting principles in the United States of America (“GAAP”). The preparation of consolidated ﬁnancial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated ﬁnancial statements and the reported amounts of revenues and expenses during the year, and actual results could differ from those estimates. Critical accounting estimates are those that require management to make subjective or complex judgments about the effect of matters that are inherently uncertain and may change in subsequent periods. Changes that may be required in the underlying assumptions or estimates in these areas could have a material impact on the future ﬁnancial condition and results of operations. Management believes that the most critical accounting policies upon which the ﬁnancial condition depends, and which involve the most complex or subjective decisions or assessments, are as follows: • • • • • • • Allowance for credit losses Fair value and impairment of ﬁnancial instruments Impairment of long-lived assets Impairment of goodwill Income taxes Employee future beneﬁts Share-based payments b. Basis of Consolidation The consolidated ﬁnancial statements include the accounts of the Company and its majority-owned subsidiaries (collectively the “Bank”), and those variable interest entities (“VIEs”) where the Company is the primary beneﬁciary. Intercompany accounts and transactions have been eliminated. The Bank consolidates subsidiaries where it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. The Bank consolidates VIEs where it is considered to be the primary beneﬁciary. The Bank is deemed to have a controlling ﬁnancial interest and is the primary beneﬁciary of a VIE if it has both the power to direct the activities of the VIE that most signiﬁcantly impact the VIE economic performance and an obligation to absorb losses or the right to receive beneﬁts that could potentially be signiﬁcant to the VIE. The determination of whether the Bank meets the criteria to be considered the primary beneﬁciary of a VIE requires a periodic evaluation of all transactions (such as investments, loans and fee arrangements) with the entity. Entities where the Bank holds 20% to 50% of the voting rights and/or has the ability to exercise signiﬁcant inﬂuence, other than investments in designated VIEs, are accounted for under the equity method, and the pro rata share of their income (loss) is included in other non-interest income. c. Foreign Currency Translation Assets, liabilities, revenues and expenses denominated in US dollars are translated to Bermuda dollars at par. Assets and liabilities of the parent company arising from other foreign currency transactions are translated into Bermuda dollars at the rates of exchange prevailing at the balance sheet date. The resulting gains or losses are included in foreign exchange revenue in the consolidated statement of operations. The assets and liabilities of foreign currency-based subsidiaries are translated at the rate of exchange prevailing on the balance sheet date, whilst associated revenues and expenses are translated to Bermuda dollars at the average rates of exchange prevailing throughout the year. Unrealised translation gains or losses on investments in foreign currency-based subsidiaries are recorded as a separate component of shareholders’ equity within accumulated other comprehensive loss (“AOCL”). Gains and losses on foreign currency-based subsidiaries are recorded in the consolidated statement of operations only when realised. Butterﬁeld Annual Report 2013 59 d. Assets Held in Trust or Custody Securities and properties (other than cash and deposits held with the Bank and its subsidiaries) held in trust, custody, agency or ﬁduciary capacity for customers are not included in the consolidated balance sheet because the Bank is not the beneﬁciary of these assets. e. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash items in the process of collection, amounts due from correspondent banks and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insigniﬁcant risk of change in fair value. Such investments are those with less than three months’ maturity from the date of acquisition and include unrestricted term deposits, certiﬁcates of deposit and treasury bills. f. Short-Term Investments Short-term investments comprise restricted term and demand deposits and unrestricted term deposits and treasury bills with less than one year but greater than three months maturity from the date of acquisition. g. Investments Investments in debt and equity securities are classiﬁed as trading, available for sale (“AFS”) or held to maturity (“HTM”). Investments are classiﬁed primarily as AFS when used to manage the Bank’s exposure to interest rate and liquidity movements, as well as to make strategic longer-term investments. AFS investments are carried at fair value in the consolidated balance sheet with unrealised gains and losses reported as net increase or decrease to AOCL. Debt and equity securities classiﬁed as trading investments are carried at fair value in the consolidated balance sheet, with unrealised gains and losses included in the consolidated statement of operations as net realised / unrealised gains (losses) on trading investments. Investments that the Bank has the positive intent and ability to hold to maturity are classiﬁed as HTM and are carried at amortised cost in the consolidated balance sheet. Unrecognised gains and losses on HTM securities are disclosed in the notes to the consolidated ﬁnancial statements. The speciﬁc identiﬁcation method is used to determine realised gains and losses on AFS and HTM investments, which are included in net realised gains and losses on AFS and HTM investments, respectively, in the consolidated statement of operations. Dividend and interest income, including amortisation of premiums and discounts, on securities for which cash ﬂows are not considered uncertain are included in interest income in the consolidated statement of operations. For securities with uncertain cash ﬂows, the investments are accounted for under the cost recovery method, whereby all principal and coupon payments received are applied as a reduction of the amortised cost and carrying amount. Accrual of income is suspended in respect of debt securities that are in default, or from which it is unlikely that future interest payments will be received as scheduled. Contained within other assets are investments in a closed ended fund and private equity companies for which the Bank does not have sufﬁcient rights or ownership interests to follow the equity method of accounting. With respect to the closed ended fund, the Bank uses the net asset value as a practical expedient for fair value. Unquoted equity investments which are held directly by the Bank and which do not have readily determinable fair values are recorded at cost and reviewed for impairment if indicators of impairment exist. Investments in afﬁliates, which includes investments whereby the Bank has the ability to inﬂuence, but not control, the ﬁnancial or operating policies of such entities, are accounted for using the equity method of accounting. Recognition of other-than-temporary impairments For debt securities, management considers a decline in fair value to be other-than-temporary when it does not expect to recover the entire amortised cost basis of the security. Investments in debt securities in unrealised loss positions are analysed as part of management’s ongoing assessment of other-than-temporary impairment (“OTTI”). When management intends to sell such securities or it is more likely than not that the Bank will be required to sell the securities before recovering the amortised cost, it recognises an impairment loss equal to the full difference between the amortised cost basis and the fair value of those securities. When management does not intend to sell or it is not more likely than not that the Bank will be required to sell such securities before recovering the amortised cost, management determines whether any credit losses exist to identify any OTTI. Under certain circumstances, management will perform a qualitative determination and consider a variety of factors, including the length of time and extent to which the fair value has been less than cost; adverse conditions speciﬁcally related to the industry, geographic area or ﬁnancial condition of the issuer or underlying collateral of a security; payment structure of the security; changes to the rating of the security by a rating agency; the volatility of the fair value changes; and changes in fair value of the security after the balance sheet date. Alternatively, management estimates cash ﬂows over the remaining lives of the underlying security to assess whether credit losses exist. In situations where there is a credit loss, only the amount of impairment relating to credit losses on AFS and HTM investments is recognised in net income. For AFS investments, the decrease in fair value relating to factors other than credit losses are recognised in AOCL. Cash ﬂow estimates take into account expectations of relevant market and economic data as of the end of the reporting period, including, for example, underlying loan-level data, and structural features of securitisation, such as subordination, excess spread, over collateralisation or other forms of credit enhancement. The degree of judgment involved in determining the recoverable value of an investment security is dependent upon the availability of observable market prices or observable market parameters. When observable market prices and parameters do not exist, judgment is necessary to estimate recoverable value which gives rise to added uncertainty in the assessment. The assessment takes into consideration factors such as interest rate changes, movements in credit spreads, default rate assumptions, prepayment assumptions, type and quality of collateral, and market sentiment. 60 With respect to the pass-through note investment (“PTN”), management compares cash ﬂow projections to fair value and amortised cost to determine if any credit losses exist. Management’s cash ﬂow forecast for the PTN was created in conjunction with a specialist in analytical cash ﬂow modelling. Management also performs other analyses to support its cash ﬂow projections to assess the reasonability. Management’s fair valuations may include inputs and assumptions that are less observable or require greater estimation, thereby resulting in values which may be greater or lower than the actual value at which the investments may be ultimately sold or the ultimate cash ﬂows that may be recovered. If the assumptions on which management based its fair valuations change, the Bank may experience additional OTTI or realised losses or gains, and the period-to-period changes in value could vary signiﬁcantly. h. Loans Loans are reported as the principal amount outstanding, net of allowance for credit losses, unearned income and net deferred loan fees. Interest income is recognised over the term of the loan using the effective interest method, or on a basis approximating a level rate of return over the term of the loan, except for loans classiﬁed as non-accrual. Impaired loans A loan is considered to be impaired when, based on current information and events, the Bank determines that it will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Impaired loans include all non-accruing loans and all loans modiﬁed in a troubled debt restructuring (‘‘TDR’’) even if full collectability is expected following the restructuring. When a loan is identiﬁed as impaired, the impairment is measured based on the present value of expected future cash ﬂows, discounted at the loan’s effective interest rate, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the collateral. In these cases the current fair value of the collateral, less selling costs, is used instead of discounted cash ﬂows. If the Bank determines that the expected realisable value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortised premium or discount), impairment is recognised through an allowance estimate. If the Bank determines that part of the allowance is uncollectible, that amount is charged off. Non-accrual Commercial, commercial real estate and consumer loans (excluding credit card consumer loans) are placed on non-accrual status generally if: • • in the opinion of management, full payment of principal or interest is in doubt; or principal or interest is 90 days past due. Residential mortgages are placed on non-accrual status immediately if: in the opinion of management, full payment of principal or interest is in doubt; or • • when principal or interest is 90 days past due, unless the loan is well secured and any ongoing collection efforts are reasonably expected to result in repayment of all amounts due under the contractual terms of the loan. Interest income on non-accrual loans is recognised only to the extent it is received in cash. Cash received on non-accrual loans where there is no doubt regarding full repayment (no impairment recognised in the form of a speciﬁc allowance) is ﬁrst applied as repayment of the past due principal amount of the loan and secondly to past due interest and fees. Where there is doubt regarding the ultimate full repayment of the non-accrual loan (impairment recognised in the form of a speciﬁc allowance), all cash received is applied to reduce the principal amount of the loan. Interest income on these loans is recognised only after the entire balance receivable is recovered and interest is actually received. Loans are restored to accrual status only when interest and principal payments are brought current and future payments are reasonably assured. Loans Modiﬁed in a troubled debt restructuring A modiﬁcation of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing ﬁnancial difﬁculty and the modiﬁcation constitutes a concession. If a restructuring is considered a TDR, the Bank is required to make certain disclosures in the notes of the consolidated ﬁnancial statements and individually evaluate the restructured loan for impairment. The Bank employs various types of concessions when modifying a loan that it would not otherwise consider which may include extension of repayment periods, interest rate reductions, principal or interest forgiveness, forbearance, and other actions intended to minimise economic loss and to avoid foreclosure or repossession of collateral. Commercial and industrial loans modiﬁed in a TDR often involve temporary interest-only payments, term extensions, and converting revolving credit lines to term loans. Additional collateral, a co-borrower, or a guarantor is often requested. Commercial mortgage and construction loans modiﬁed in a TDR often involve extending the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or substituting or adding a new borrower or guarantor. Construction loans modiﬁed in a TDR may also involve extending the interest-only payment period. Butterﬁeld Annual Report 2013 61 Residential mortgage modiﬁcations generally involve a short-term forbearance period after which the missed payments are added to the end of the loan term, thereby extending the maturity date. Interest continues to accrue on the missed payments and as a result, the effective yield on the mortgage remains unchanged. As the forbearance period usually involves an insigniﬁcant payment delay they typically do not meet the reporting criteria for a TDR. Automobile loans modiﬁed in a TDR are primarily comprised of loans where the Bank has lowered monthly payments by extending the term. Loans modiﬁed in a TDR are typically already on non-accrual status and partial charge-offs have, in some cases, already been taken against the outstanding loan balances. Loans that have been modiﬁed in a TDR are restored to accrual status only when interest and principal payments are brought current for a continuous period of six months under the modiﬁed terms. However, performance prior to the modiﬁcation, or signiﬁcant events that coincide with the modiﬁcation, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modiﬁcation or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status. A loan that is modiﬁed in a TDR prior to becoming impaired will be left on accrual status if full collectability in accordance with the restructured terms is expected. The Bank works with its customers in these difﬁcult economic times and may enter into a TDR for loans that are in default, or at risk of defaulting, even if the loan is not impaired. Delinquencies The entire balance of an account is contractually delinquent if the minimum payment of principal or interest is not received by the speciﬁed due date. Delinquency is reported on loans that are 30 days or more past due. Charge-offs The Bank recognises charge-offs when it determines that loans are uncollectible, and this generally occurs when all commercially reasonable means of recovering the loan balance have been exhausted. Commercial and consumer loans are either fully or partially charged-off down to the fair value of collateral securing the loans when: • management judges the loan to be uncollectible; • • • repayment is expected to be protracted beyond reasonable time frames; the asset has been classiﬁed as a loss by either the Bank’s internal loan review process or external examiners; or the customer has ﬁled bankruptcy and the loss becomes evident owing to a lack of assets or cash ﬂow. The outstanding balance of commercial and consumer real estate-secured loans and residential mortgages that are in excess of the estimated property value, less costs to sell, is charged-off once there is reasonable assurance that such excess outstanding balance is not recoverable. Credit card consumer loans that are contractually 180 days past due and other consumer loans with an outstanding balance under $100,000 that are contractually 180 days past due are written off and reported as charge-offs. i. Allowance for Credit Losses The Bank maintains an allowance for credit losses, which in management’s opinion is adequate to absorb all estimated credit-related losses in its lending and off-balance sheet credit-related arrangements at the balance sheet date. The allowance for credit losses consists of speciﬁc allowances and a general allowance as follows: Speciﬁc allowances Speciﬁc allowances are determined on an exposure-by-exposure basis and reﬂect the associated estimated credit loss. The speciﬁc allowance for credit loss is computed as the difference between the recorded investment in the loan and the present value of expected future cash ﬂows from the loan. The effective rate of return on the loan is used for discounting the cash ﬂows. However, when foreclosure of a collateral-dependent loan is probable, the Bank measures impairment based on the fair value of the collateral. The Bank considers estimated costs to sell, on a discounted basis, in the measurement of impairment if those costs are expected to reduce the cash ﬂows available to repay or otherwise satisfy the loan. If the measurement of an impaired loan is less than the recorded investment in the loan, then the Bank recognises impairment by creating an allowance with a corresponding charge to provision for credit losses. General allowances The allowance for credit losses attributed to the remaining portfolio is established through various analyses that estimate the incurred loss at the balance sheet date inherent in the lending and off-balance sheet credit-related arrangements portfolios. These analyses consider historical default rates and loss severities, internal risk ratings, and geographic, industry, and other environmental factors. Management also considers overall portfolio indicators including trends in internally risk rated exposures, cash-basis loans, historical and forecasted write-offs, and a review of industry, geographic and portfolio concentrations, including current developments within those segments. In addition, management considers the current business strategy and credit process, including limit setting and compliance, credit approvals, loan underwriting criteria and loan workout procedures. 62 Each portfolio of smaller balance, homogeneous loans, including consumer installment, revolving credit, and most other consumer loans, is collectively evaluated for impairment. The allowance for credit losses attributed to these loans is established via a process that estimates the probable losses inherent and incurred in the portfolio, based upon various analyses. Management considers overall portfolio indicators including historical credit losses; delinquent (deﬁned as loans that are more than 30 days past due), non-performing, and classiﬁed loans; trends in volumes and terms of loans; an evaluation of overall credit quality; the credit process, including lending policies and procedures; and economic, geographical, product, and other environmental factors. j. Business Combinations, Goodwill and Intangible Assets All business combinations are accounted for using the purchase method. Identiﬁable intangible assets (mostly customer relationships) are recognised separately from goodwill and are initially valued using discounted cash ﬂow calculations and other recognised valuation techniques. Goodwill represents the excess of the price paid for the acquisition of a business over the fair value of the net assets acquired. Goodwill is tested annually for impairment at the reporting unit level, or more frequently if events or circumstances indicate there may be impairment. If the carrying amount of a reporting unit, including the allocated goodwill, exceeds its fair value, goodwill impairment is measured as the excess of the carrying amount of the reporting unit’s allocated goodwill over the implied fair value of the goodwill. Other acquired intangible assets with ﬁnite lives are amortised on a straight-line basis over their estimated useful lives, not exceeding 15 years. Intangible assets’ estimated lives are re-evaluated annually and an impairment test is carried out if certain indicators of impairment exist. k. Premises, Equipment and Computer Software Land, buildings, equipment and computer software, including leasehold improvements, are carried at cost less accumulated depreciation. The Bank generally computes depreciation using the straight-line method over the estimated useful life of an asset, which is 50 years for buildings, and three to 10 years for other equipment. For leasehold improvements the Bank uses the straight-line method over the lesser of the remaining term of the leased facility or the estimated economic life of the improvement. The Bank capitalises certain costs, including interest cost incurred during the development phase, associated with the acquisition or development of internal use software. Once the software is ready for its intended use, these costs are amortised on a straight-line basis over the software’s expected useful life, which is between ﬁve and 10 years. Management reviews the recoverability of the carrying amount of premises, equipment and computer software when indicators of impairment exist and an impairment charge is recorded when the carrying amount of the reviewed asset is deemed not recoverable by future expected cash ﬂows to be derived from the use and disposition of the asset. l. Other Real Estate Owned Other real estate owned (“OREO”) is comprised of real estate property held for sale and commercial and residential real estate properties acquired in partial or total satisfaction of loans acquired through foreclosure proceedings, acceptance of a deed-in-lieu of foreclosure or by taking possession of assets that were used as loan collateral. These properties are recorded at fair value less estimated costs to sell the property. If the recorded investment in the loan exceeds the property’s fair value at the time of acquisition, a charge-off is recorded against the speciﬁc allowance. If the carrying value of the real estate exceeds the property’s fair value at the time of reclassiﬁcation, an impairment charge is recorded in the consolidated statement of operations. Subsequent decreases in the property’s fair value and operating expenses of the property are recognised through charges to non-interest expense. m. Derivatives All derivatives are recognised on the consolidated balance sheet at their fair value. On the date that the Bank enters into a derivative contract, it designates the derivative as: a hedge of the fair value of a recognised asset or liability (a fair value hedge); a hedge of a forecasted transaction or the variability of cash ﬂows that are to be received or paid in connection with a recognised asset or liability (a cash ﬂow hedge); or an instrument that is held for trading or non-hedging purposes (a trading or non-hedging instrument). The changes in the fair value of a derivative that is designated and qualiﬁes as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk, are recorded in current year earnings. When the hedge is highly effective, the changes in the fair value of a derivative that is designated and qualiﬁes as a cash ﬂow hedge, to the extent that the hedge is effective, are recorded in other comprehensive loss (“OCL”), until earnings are affected by the variability of cash ﬂows of the hedged transaction. Any hedge ineffectiveness is recorded in current year earnings. The changes in the fair value of a derivative that is designated and qualiﬁes as a foreign currency hedge is recorded in either current year earnings or OCL, depending on whether the hedging relationship satisﬁes the criteria for a fair value or cash ﬂow hedge when the hedge is highly effective. If, however, a derivative is used as a hedge of a net investment in a foreign operation, the changes in the derivative’s fair value, to the extent that the derivative is effective as a hedge, are recorded in the cumulative translation adjustment account within OCL. Changes in the fair value of derivative trading and non-hedging instruments are reported in current year earnings. The Bank formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash ﬂow, or foreign currency hedges to speciﬁc assets and liabilities on the consolidated balance sheet or speciﬁc ﬁrm commitments or forecasted transactions. Butterﬁeld Annual Report 2013 63 The Bank also formally assesses whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash ﬂows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. When it is determined that a derivative has ceased to be highly effective as a hedge, the Bank discontinues hedge accounting prospectively. For those hedge relationships that are terminated, hedge designations that are removed, or forecasted transactions that are no longer expected to occur, the hedge accounting treatment described in the paragraphs above is no longer applied and the end-user derivative is terminated or transferred to the trading account. For fair value hedges, any changes to the hedged item remain as part of the basis of the asset or liability and are ultimately reﬂected as an element of the yield. For cash ﬂow hedges, any changes in fair value of the end-user derivative remain in OCL and are included in retained earnings of future periods when earnings are also affected by the variability of the hedged cash ﬂows. If the forecasted transaction is no longer likely to occur, any changes in fair value of the end-user derivatives are recognised in net income. n. Securities Sold Under Agreements to Repurchase Securities sold under agreements to repurchase (securities ﬁnancing agreements) are treated as collateralised ﬁnancing transactions. The obligation to repurchase is recorded at the value of the cash received on sale adjusted for the amortisation of the difference between the sale price and the agreed repurchase price. The amortisation of this amount is recorded as an interest expense. o. Collateral The Bank pledges assets as collateral as required for various transactions involving security repurchase agreements, deposit products and derivative ﬁnancial instruments. Assets that have been pledged as collateral, including those that can be sold or repledged by the secured party, continue to be reported on the Bank’s consolidated balance sheet. p. Employee Future Beneﬁts The Bank maintains trusteed pension plans for substantially all employees as either non-contributory deﬁned beneﬁt plans or deﬁned contribution plans. Beneﬁts under the deﬁned beneﬁt plans are based primarily on the employee’s years of credited service and average annual salary during the ﬁnal years of employment as deﬁned in the plans. The Bank also provides post-retirement medical beneﬁts for certain qualifying active and retired Bermuda-based employees. Expense for the deﬁned beneﬁt pension plans and the post-retirement medical beneﬁts plan is comprised of (a) the actuarially determined beneﬁts for the current year’s service, (b) imputed interest on the actuarially determined liability of the plan, (c) in the case of the deﬁned beneﬁt pension plans, the expected investment return on the fair value of plan assets and (d) amortisation of certain items over the expected average remaining service life of employees in the case of the active deﬁned beneﬁt pension plans, estimated average remaining life expectancy of the inactive participants in the case of the inactive deﬁned beneﬁt pension plans and the expected average remaining service life to full eligibility age of employees covered by the plan in the case of the post-retirement medical beneﬁts plan. The items amortised are amounts arising as a result of experienced gains and losses, changes in assumptions, plan amendments and the change in the net pension asset or post-retirement medical beneﬁts liability arising on adoption of revised accounting standards. For each of the deﬁned beneﬁt pension plans and for the post-retirement medical beneﬁts plan, the asset (liability) recognised for accounting purposes is reported in other assets and employee future beneﬁts, respectively. The actuarial gains and losses, transition obligation and past service costs of the deﬁned pension plans and post-retirement medical beneﬁts plan are recognised in OCL net of tax and amortised to net income over the average service period for the active deﬁned beneﬁt pension plans and post-retirement medical beneﬁts plan and average remaining life expectancy for the inactive deﬁned beneﬁt pension plans. For the deﬁned contribution pension plans, the Bank and participating employees provide an annual contribution based on each participating employee’s pensionable earnings. Amounts paid are expensed in the period. q. Share-Based Compensation The Bank engages in equity settled share-based payment transactions in respect of services received from eligible employees. The fair value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the grant. The cost of the employee services received in respect of the shares or share options granted is recognised in the consolidated statement of operations over the shorter of the vesting or service period. The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the current share price, the risk-free interest rate, expected dividend rate, the expected volatility of the share price over the life of the option and other relevant factors. Time vesting conditions are taken into account by adjusting the number of shares or share options included in the measurement of the cost of employee services so that ultimately, the amount recognised in the consolidated statement of operations reﬂects the number of vested shares or share options. The Bank recognises compensation cost for awards with performance conditions if and when the Bank concludes that it is probable that the performance condition will be achieved, net of an estimate of pre-vesting forfeitures (e.g., due to termination of employment prior to vesting). r. Revenue Recognition Trust and investment services fees include fees for private and institutional trust, executorship, and custody services. Asset management fees include fees for investment management, investment advice and brokerage services. Fees are recognised as revenue over the period of the relationship or when 64 the Bank has rendered all services to the clients and is entitled to collect the fees from the clients, as long as there are no contingencies associated with the fees. Banking services fees include primarily fees for certain loan origination, letters of credit, other ﬁnancial guarantees, compensating balances and other ﬁnancial services-related products. Certain loan origination fees are primarily overdraft and other revolving lines of credit fees. These fees are recognised as revenue over the period of the underlying facilities. Letters of credit fees are recognised as revenue over the period in which the related service is provided. All other fees are recognised as revenue in the period in which the service is provided. Loan interest income includes the amortisation of non-refundable loan origination and commitment fees. These fees are deferred (except for certain retrospectively determined fees meeting speciﬁed criteria) and recognised as an adjustment of yield over the life of the related loan. These loan origination and commitment fees are offset by their related direct costs and only the net amounts are deferred and amortised into interest income. Dividend and interest income, including amortisation of premiums and discounts, on securities for which cash ﬂows are not considered uncertain are included in interest income in the consolidated statement of operations. Loans placed on non-accrual status and investments with uncertain cash ﬂows are accounted for under the cost recovery method, whereby all principal, dividends, interest and coupon payments received are applied as a reduction of the amortised cost and carrying amount. s. Fair Values Fair value is deﬁned as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Bank determines the fair values of assets and liabilities based on the fair value hierarchy, which requires an entity to maximise the use of observable inputs and minimise the use of unobservable inputs when measuring fair value. The relevant accounting standard describes three levels of inputs that may be used to measure fair value. Investments classiﬁed as trading and available for sale, and derivative assets and liabilities are recognised in the consolidated balance sheet at fair value. Level 1, 2 and 3 valuation inputs Management classiﬁes items that are recognised at fair value on a recurring basis based on the level of inputs used in their respective fair value determination as described below. Fair value inputs are considered Level 1 when based on unadjusted quoted prices in active markets for identical assets. Fair value inputs are considered Level 2 when based on internally developed models or based on prices published by independent pricing services using proprietary models. To qualify for Level 2, all signiﬁcant inputs used in these models must be observable in the market place or can be corroborated by observable market data for substantially the full term of the instrument and includes, among others: interest yield curves, credit spreads, prices for similar assets and foreign exchange rates. Level 2 also includes ﬁnancial instruments that are valued using quoted prices for identical assets but for which the market is not considered active due to low trading volumes. Fair value inputs are considered Level 3 when based on internally developed models using signiﬁcant unobservable assumptions involving management’s estimations or non-binding bid quotes from brokers. The following methods and assumptions were used in the determination of the fair value of ﬁnancial instruments: Cash and cash equivalents The carrying amount of cash and demand deposits with banks, being short term in nature, is deemed to equate to the fair value. Cash equivalents include unrestricted term deposits, certiﬁcates of deposits and treasury bills with a maturity of less than three months from the date of acquisition and the carrying value at cost is considered to approximate fair value because they are short term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk. Short-term investments Short-term investments comprise restricted term and demand deposits and unrestricted term deposits and treasury bills with less than one year but greater than three months’ maturity from the date of acquisition. The carrying value at cost is considered to approximate fair value because they are short term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk. Trading investments including deﬁned beneﬁt pension plan equity securities and mutual funds Trading investments include mutual funds and debt securities issued by non-US governments. The fair value of listed equity securities is based upon quoted market values. Investments in actively traded mutual funds are based on their published net asset values. See “Available-for-sale and held-to-maturity investments including deﬁned beneﬁt pension plan ﬁxed income securities” below for valuation techniques and inputs of ﬁxed income securities. Butterﬁeld Annual Report 2013 65 Available-for-sale and held-to-maturity investments including deﬁned beneﬁt pension plan ﬁxed income securities The fair values for available-for-sale investments are generally sourced from third parties. The fair value of ﬁxed income securities is based upon quoted market values where available, “evaluated bid” prices provided by third party pricing services (“pricing services”) where quoted market values are not available, or by reference to broker or underwriter bid indications where pricing services do not provide coverage for a particular security. To the extent the Bank believes current trading conditions represent distressed transactions, the Bank may elect to utilise internally generated models. The pricing services use market approaches for valuations using primarily Level 2 inputs( in the vast majority of valuations), or some form of discounted cash ﬂow analysis, to obtain investment values for a small percentage of ﬁxed income securities. Pricing services indicate that they will only produce an estimate of fair value if there is objectively veriﬁable information available to produce a valuation. Standard inputs to the valuations provided by the pricing services listed in approximate order of priority for use when available include: reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data. The pricing services may prioritise inputs differently on any given day for any security, and not all inputs listed are available for use in the evaluation process on any given day for each security evaluation. However, the pricing services also monitor market indicators and industry and economic events. Information of this nature is a trigger to acquire further corroborating market data. When these inputs are not available, they identify “buckets” of similar securities (allocated by asset class types, sectors, sub-sectors, contractual cash ﬂows/structure, and credit rating characteristics) and apply some form of matrix or other modelled pricing to determine an appropriate security value which represents their best estimate as to what a buyer in the marketplace would pay for a security in a current sale. While the Bank receives values for the majority of the investment securities it holds from pricing services, it is ultimately management’s responsibility to determine whether the values received and recorded in the ﬁnancial statements are representative of appropriate fair value measurements. It is common industry practice to utilise pricing services as a source for determining the fair values of investments where the pricing services are able to obtain sufﬁcient market corroborating information to allow them to produce a valuation at a reporting date. In addition, in the majority of cases, although a value may be obtained from a particular pricing service for a security or class of similar securities, these values are corroborated against values provided by other pricing services. Broker/dealer quotations are used to value ﬁxed maturities where prices are unavailable from pricing services due to factors speciﬁc to the security such as limited liquidity, lack of current transactions, or trades only taking place in privately negotiated transactions. These are considered Level 3 valuations, as signiﬁcant inputs utilised by brokers may be difﬁcult to corroborate with observable market data, or sufﬁcient information regarding the speciﬁc inputs utilised by the broker was not available to support a Level 2 classiﬁcation. For disclosure purposes, investments held to maturity are fair valued using the same methods described above. Loans The majority of loans are variable rate and re-price in response to changes in market rates and hence management estimates that the fair value of loans is not signiﬁcantly different than their carrying amount. For signiﬁcant ﬁxed-rate loan exposures, fair value is estimated by discounting the future cash ﬂows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, of such loans. Accrued interest The carrying amounts of accrued interest receivable and payable are assumed to approximate their fair values given their short-term nature. Other real estate owned OREO assets are carried at the lower of cost or fair value less estimated costs to sell. Fair value is based on third-party appraisals adjusted to reﬂect management’s judgment as to the realisable value of the properties. Appraisals of OREO properties are updated on an annual basis. Deposits The fair value of ﬁxed-rate deposits has been estimated by discounting the contractual cash ﬂows, using market interest rates offered at the balance sheet date for deposits of similar terms. The carrying amount of deposits with no stated maturity date is deemed to equate to the fair value. Subordinated capital The fair value of the subordinated capital has been estimated by discounting the contractual cash ﬂows, using current market interest rates. Derivatives Derivative contracts can be exchange traded or over-the-counter (“OTC”) derivative contracts and may include forward, swap and option contracts relating to interest rates or foreign currencies. Exchange-traded derivatives typically fall within Level 1 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations or alternative pricing sources where an understanding of the inputs utilised in arriving at the valuations is obtained. 66 Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms and speciﬁc risks inherent in the instrument as well as the availability of pricing information in the market. The Bank generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, interest rate swaps and options, model inputs can generally be veriﬁed and model selection does not involve signiﬁcant management judgment. Reporting units The fair value of reporting units for which goodwill is recognised is determined by discounting estimated future cash ﬂows using discount rates reﬂecting valuation-date market conditions and risks speciﬁc to the reporting unit. t. Credit-Related Arrangements In the normal course of business, the Bank enters into various commitments to meet the credit requirements of its customers. Such commitments, which are not included in the consolidated balance sheet, include: • Commitments to extend credit, which represent undertakings to make credit available in the form of loans or other ﬁnancing for speciﬁc amounts and maturities, subject to certain conditions. • Standby letters of credit, which represent irrevocable obligations to make payments to third parties in the event that the customer is unable to meet its ﬁnancial obligations. • Documentary and commercial letters of credit, related primarily to the import of goods by customers, which represent agreements to honour drafts presented by third parties upon completion of speciﬁc activities. These credit arrangements are subject to the Bank’s normal credit standards and collateral is obtained where appropriate. The contractual amounts for these commitments set out in the table in Note 13 represent the maximum payments the Bank would have to make should the contracts be fully drawn, the counterparty default, and any collateral held prove to be of no value. As many of these arrangements will expire or terminate without being drawn upon or are fully collateralised, the contractual amounts do not necessarily represent future cash requirements. The Bank does not carry any liability for these obligations. u. Income Taxes The Bank uses the asset and liability method of accounting for income taxes. Under this method, deferred income taxes reﬂect the net tax effect of temporary differences between the consolidated ﬁnancial statements’ carrying amounts of assets and liabilities and their respective tax bases. Accordingly, a deferred income tax asset or liability is determined for each temporary difference based on the enacted tax rates to be in effect on the expected reversal date of the temporary difference. The effect of a change in tax rates on deferred tax assets and liabilities is recognised in income in the period that includes the enactment date. The Bank records net deferred tax assets to the extent the Bank believes these assets will more likely than not be realised. Net deferred income tax assets or liabilities accumulated as a result of temporary differences are included in other assets or other liabilities, respectively. A valuation allowance is established to reduce deferred income tax assets to the amount more likely than not to be realised. In making such a determination, the Bank considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. In the event the Bank were to determine that it would be able to realise the deferred income tax assets in the future in excess of their net recorded amount, the Bank would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Bank records uncertain tax positions on the basis of a two-step process whereby (1) the Bank determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) where those tax positions that meet the more-likely-than-not recognition threshold, the Bank recognises the largest amount of tax beneﬁt that is greater than 50 percent likely to be realised upon ultimate settlement with the related tax authority. Income taxes on the consolidated statement of operations include the current and deferred portions of the income taxes. The Bank recognises interest accrued and penalties related to unrecognised tax beneﬁts in operating expenses. Income taxes applicable to items charged or credited directly to shareholders’ equity are included in such items. v. Consolidated Statement of Cash Flows For the purposes of the consolidated statement of cash ﬂows, cash and cash equivalents include cash on hand, cash items in the process of collection, amounts due from correspondent banks and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insigniﬁcant risk of change in fair value. w. Earnings Per Share Earnings per share have been calculated using the weighted average number of common shares outstanding during the year (see also Note 20). Dividends declared on preference shares and related guarantee fees are deducted from net income to obtain net income available to common shareholders. In periods when basic earnings per share is positive, the dilutive effect of share-based compensation plans is calculated using the treasury stock method, whereby the proceeds received from the exercise of share-based awards are assumed to be used to repurchase outstanding common shares, using the quarterly average market price of the Bank’s shares for the period. Butterﬁeld Annual Report 2013 67 x. Impairment or Disposal of Long-Lived Assets Impairment losses are recognised when the carrying amount of a long-lived asset exceeds the sum of the undiscounted cash ﬂows expected from its use and disposal. The impairment recognised is measured as the amount by which the carrying amount of the asset exceeds its fair value. Long-lived assets that are to be disposed of other than by sale are classiﬁed and accounted for as held for use until the date of disposal or abandonment. Assets that meet certain criteria are classiﬁed as held for sale and are measured at the lower of their carrying amounts or fair value, less costs of sale. y. Charitable Trust In July 2000, the Bank established a charitable trust with the irrevocable purpose to make charitable donations to persons ordinarily resident in Bermuda (the “Charitable Trust”). The Charitable Trust came to an end December 2012 when its remaining assets were transferred to various charities in Bermuda. As a not-for-proﬁt organisation, the Charitable Trust is not consolidated in the Bank’s consolidated ﬁnancial statements. As the Charitable Trust’s trustees are representatives of the Bank, the Bank’s endowment donations to the Charitable Trust were recognised at their recoverable amount in other assets in the consolidated balance sheet until dispersed by the Charitable Trust, at which time, donations were recognised in other expenses in the consolidated statement of operations. z. New Accounting Pronouncements Disclosures About Offsetting Assets and Liabilities In December 2011, the FASB issued an Accounting Standards Update that required entities to disclose information about offsetting and related arrangements to enable users of its ﬁnancial statements to understand the effect of those arrangements on its ﬁnancial position. Entities are required to disclose both gross information and net information about instruments and transactions eligible for offset in the statement of ﬁnancial position and those which are subject to an agreement similar to a master netting arrangement. The new guidance became effective for all annual and interim periods beginning 1 January 2013. Additionally, entities are required to provide the disclosures for all comparative periods. In January 2013, the FASB issued another Accounting Standards Update to clarify the instruments and transactions to which the guidance in the previously issued Accounting Standards Update would apply. The adoption of the guidance in these Accounting Standards Updates did not have an impact on the Bank’s consolidated ﬁnancial position or results of operations since it only amends the disclosure requirements for offsetting ﬁnancial instruments. See “Note 16: Accounting for Derivative Instruments and Risk Management” for derivative offsetting disclosures. Reclassiﬁcation out of Accumulated Other Comprehensive Loss In February 2013, the FASB issued an Accounting Standards Update that adds new disclosure requirements for items reclassiﬁed out of accumulated other comprehensive loss. The new guidance was effective for all annual and interim periods beginning 1 January 2013 and was applied prospectively. The adoption of this guidance did not have an impact on the Bank’s consolidated ﬁnancial position or results of operations. The new disclosure requirements of this Accounting Standards Update are included in “Note 23: Accumulated Other Comprehensive Income (Loss).” Obligations Arising from Joint and Several Liability Arrangement During February 2013, the FASB issued an Accounting Standards Update concerning the obligations resulting from joint and several liability arrangements for which the total amount of the obligation is ﬁxed at the reporting date. The objective of the amendment in the update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The guidance will require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is ﬁxed at the reporting date. The guidance will also require an entity to disclose the nature and amount of the obligation, as well as other information about the obligations. The amendments will be effective for periods beginning after 15 December 2013, and must be shown for all periods presented on the balance sheet (i.e., applied retrospectively). This new guidance is not expected to have a material impact on the Bank’s consolidated ﬁnancial position or results of operations. Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Group of Assets In March 2013, the FASB issued the ﬁnal guidance related to the release of a cumulative translation adjustment (“CTA”) upon derecognition of subsidiaries or group of assets within a foreign entity into net income. The guidance clariﬁes that when a parent ceases to have a controlling ﬁnancial interest in a subsidiary or group of assets within a foreign entity and the sale represents the complete or substantially complete liquidation of the investment in the foreign entity, or when a parent loses its controlling ﬁnancial interest in an investment in a foreign entity, it should release the CTA into net income. The standard also requires the release of CTA into net income upon acquiring a controlling interest in a foreign entity that was accounted for under the equity method prior to obtaining control, and consistent with current GAAP in this area, upon a partial sale of an equity method investment. The guidance is effective prospectively from 1 January 2014. The adoption of this guidance is not expected to have an impact on the Bank’s consolidated ﬁnancial position or results of operations. Accounting for the Reclassiﬁcation of Residential Real Estate Collateralised Consumer Mortgage Loans Upon Foreclosure In January 2014, the FASB published an Accounting Standards Update for the reclassiﬁcation of residential real estate collateralised consumer mortgage loans upon foreclosure. The update codiﬁes the consensus reached by the FASB’s Emerging Issues Task Force (“EITF”) at its November 2013 meeting. The amendments in the update clarify when an in-substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralising a consumer mortgage loan such that the loan receivable should be derecognised and the real estate property recognised. The update requires a creditor to reclassify a collateralised consumer mortgage loan to real estate property upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. The update is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after 15 December 2014. The Bank is assessing the impact of the adoption of this guidance. 68 NOTE 3: DISCONTINUED OPERATIONS On 7 May 2012, the Bank announced its agreement to sell Butterﬁeld Bank (Barbados) Limited, a wholly-owned subsidiary which is the entire Barbados segment, to First Citizens Bank Limited. The sale was completed on 27 August 2012 with gross proceeds, subject to normal adjustments, of $45 million, resulting in a net gain of $7.2 million included in net income from discontinued operations in the consolidated statements of operations. The Bank determined that the requirements had been met to report the results of the subsidiary sold as discontinued operations effective from the second quarter in 2012. The following table summarises the results of the Barbados operating segment: Non-interest income Net interest income Provision for credit losses Revenue before gains Gains Total net revenue Non-interest expenses Net income before income taxes Gain on sale of discontinued operations Income tax expense Net income from discontinued operations NOTE 4: CASH AND CASH EQUIVALENTS Unrestricted Non-interest earning Cash and demand deposits Interest earning Demand deposits Cash equivalents Sub-total - Interest earning For the year ended 31 December 2013 - - - - - - - - - - - 31 December 2012 1,701 7,267 (548) 8,420 249 8,669 (7,976) 693 7,240 (313) 7,620 31 December 2013 31 December 2012 Bermuda Non- Bermuda Total Bermuda Non- Bermuda Total 156,190 90,767 246,957 172,179 44,425 216,604 187 407,052 407,239 163,980 912,296 1,076,276 164,167 1,319,348 1,483,515 143 334,835 334,978 150,303 840,641 990,944 150,446 1,175,476 1,325,922 Total cash and cash equivalents 563,429 1,167,043 1,730,472 507,157 1,035,369 1,542,526 NOTE 5: SHORT-TERM INVESTMENTS Unrestricted Term deposits maturing within three months Term deposits maturing between three to six months Term deposits maturing between six to twelve months Total unrestricted short-term investments Affected by drawing restrictions related to minimum reserve and derivative margin requirements Interest earning demand deposits 31 December 2013 31 December 2012 Bermuda Non- Bermuda Total Bermuda Non- Bermuda - - - - 35,420 6,884 3,721 46,025 35,420 6,884 3,721 46,025 - - - - 56,727 7,672 4,761 69,160 Total 56,727 7,672 4,761 69,160 8,842 114 8,956 6,942 111 7,053 Total short-term investments 8,842 46,139 54,981 6,942 69,271 76,213 Butterﬁeld Annual Report 2013 69 NOTE 6: INVESTMENTS Amortised Cost, Carrying Amounts and Estimated Fair Value The amortised cost, carrying amounts and fair values are as follows: 31 December 2013 31 December 2012 Gross Gross Amortised unrealised unrealised losses gains cost Carrying amount / Fair value Gross Amortised unrealised gains cost Gross unrealised losses Carrying amount / Fair value Trading Debt securities issued by non-US governments Mutual funds Total Trading 3,000 49,799 52,799 546 990 1,536 - (1,007) (1,007) 3,546 49,782 53,328 4,301 56,779 61,080 930 511 1,441 - (736) (736) 5,231 56,554 61,785 31 December 2013 31 December 2012 Gross Gross Amortised unrealised unrealised losses gains cost Carrying amount / Fair value Gross Amortised unrealised gains cost Gross unrealised losses Carrying amount / Fair value Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities guaranteed by non-US governments Corporate debt securities Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Pass-through note Equity securities Total available-for-sale 83,789 1,430,987 794 9,382 (12) (56,194) 84,571 1,384,175 558,668 1,156,307 2,706 23,613 (14) (1,134) 561,360 1,178,786 88,298 184 (28) 88,454 89,609 438 (5) 90,042 - 362,921 85,980 155,374 - 15,888 - - - - (2,801) (12,485) - 378,809 83,179 142,889 32,021 400,980 139,304 130,526 32,917 26,791 - 2,267,057 - 7,216 - 33,464 (2,080) - - (73,600) 30,837 34,007 - 2,226,921 - 30,404 126 2,537,945 5 20,105 - 231 - 242 - 47,340 - - (3,203) (279) - - (73) (4,708) 32,026 421,085 136,101 130,478 - 30,646 53 2,580,577 31 December 2013 Amortised cost / Gross Gross Carrying unrealised unrealised losses amount gains 31 December 2012 Amortised cost / Gross Carrying unrealised gains Amount Gross unrealised losses Fair value Fair value Held-to-maturity(1) US government and federal agencies Total held-to-maturity 333,394 333,394 91 91 (17,951) (17,951) 315,534 315,534 239,342 239,342 6,691 6,691 (1,240) (1,240) 244,793 244,793 (1) For the years ended 31 December 2013 and 31 December 2012, non-credit impairments recognised in AOCL for held-to-maturity investments were $nil. Pledged AFS Investments The Bank pledges United States (“US”) government and federal agency investment securities to secure Bank deposit products where the secured party does not have the right to sell or repledge the collateral. As at 31 December 2013, US government and federal agency investment securities with an amortised cost of $363.8 million (31 December 2012: $255.7 million) and fair value of $350.7 million (31 December 2012: $262.7 million) were pledged. As at 31 December 2013, US government and federal agency investment securities with an amortised cost of $25.2 million (31 December 2012: $120.9 million) and fair value of $25.8 million (31 December 2012: $122.4 million) were pledged to collateralise repurchase agreements maturing within 90 days. Pledged HTM Investments As at 31 December 2013, US government and federal agency investment securities with an amortised cost of $83.0 million (31 December 2012: $45.7 million) and fair value of $75.1 million (31 December 2012: $44.5 million) were pledged to secure Bank deposit products where the secured party did not have the right to sell or repledge the collateral. 70 Unrealised Loss Positions The following tables show the fair value and gross unrealised losses of the Bank’s available-for-sale and held-to-maturity investments with unrealised losses that are not deemed to be OTTI, aggregated by investment category and length of time that individual securities have been in a continuous unrealised loss position. Debt securities are categorised as being in a continuous loss position for “less than 12 months” or “12 months or more” based on the point in time that the fair value declined below the cost basis. 31 December 2013 Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Total available-for-sale securities with unrealised losses Held-to-maturity US government and federal agencies Total held-to-maturity securities with unrealised losses Less than 12 months Gross unrealised losses Fair value 12 months or more Fair value Gross unrealised losses 50,464 831,493 42,996 - 58,890 30,837 (12) (45,956) (28) - (5,619) (2,080) - 168,264 - 83,179 83,998 - - (10,238) - (2,801) (6,866) - Total fair value 50,464 999,757 42,996 83,179 142,888 30,837 Total gross unrealised losses (12) (56,194) (28) (2,801) (12,485) (2,080) 1,014,680 (53,695) 335,441 (19,905) 1,350,121 (73,600) 259,595 (11,740) 41,161 (6,211) 300,756 (17,951) 259,595 (11,740) 41,161 (6,211) 300,756 (17,951) 31 December 2012 Less than 12 months 12 months or more Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Asset-backed securities - Student loans Commercial mortgage-backed securities Equity securities Total available-for-sale securities with unrealised losses Held-to-maturity US government and federal agencies Total held-to-maturity securities with unrealised losses Fair value 82,477 191,492 56,797 - 92,306 - Gross unrealised losses (14) (342) (5) - (279) - Fair value - 65,792 - 136,101 - 53 Gross unrealised losses - (792) - (3,203) - (73) Total fair value 82,477 257,284 56,797 136,101 92,306 53 Total gross unrealised losses (14) (1,134) (5) (3,203) (279) (73) 423,072 (640) 201,946 (4,068) 625,018 (4,708) 44,496 (1,240) 44,496 (1,240) - - - - 44,496 (1,240) 44,496 (1,240) The Bank does not believe that the investment securities that were in an unrealised loss position as of 31 December 2013, which was comprised of 133 securities, or 65% of the portfolio by fair value, represent an other-than-temporary impairment. Total gross unrealised losses were 5.5% of the fair value of affected securities and were primarily attributable to changes in market interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Bank does not intend to sell the investment securities that were in an unrealised loss position and it is not more likely than not that the Bank will be required to sell the investment securities before recovery of the amortised cost bases, which may be at maturity. The following describes the process for identifying credit impairment in security types with the most signiﬁcant unrealised losses. US government and federal agencies As at 31 December 2013, gross unrealised losses on securities related to US government and federal agencies were $74.1 million (31 December 2012: $2.4 million) of which $57.7 million has been in an unrealised loss position for less than 12 months. Overall, management believes that all the securities in this class do not have any credit losses, given the explicit and implicit guarantees provided by the US federal government. Butterﬁeld Annual Report 2013 71 Asset-backed securities − Student loans As at 31 December 2013, gross unrealised losses on student loan asset-backed securities were $2.8 million (31 December 2012: $3.2 million) all of which related to investments that were in an unrealised loss position for greater than 12 months. Asset-backed securities collateralised by student loans are composed primarily of securities collateralised by Federal Family Education Loan Program (“FFELP loans”). FFELP loans beneﬁt from a federal government guarantee of at least 97% of defaulted principal and accrued interest, with additional credit support provided in the form of over-collateralisation, subordination and excess spread, which collectively total in excess of 100%. Accordingly, the vast majority of FFELP loan-backed securities are not exposed to traditional consumer credit risk. Commercial mortgage-backed securities As at 31 December 2013, gross unrealised losses on commercial mortgage-backed securities were $12.5 million (31 December 2012: $0.3 million) of which $5.6 million has been in an unrealised loss position for less than 12 months and $6.9 million has been in an unrealised loss position for more than 12 months. The Bank’s commercial mortgage-backed securities are predominantly rated “AAA” and possess signiﬁcant subordination (a form of credit enhancement for the beneﬁt of senior securities, expressed here as the percentage of pool losses that can occur before a senior asset-backed security will incur its ﬁrst dollar of principal loss). No credit losses were recognised on these securities as management does not believe these securities have any credit losses. Residential mortgage-backed securities − Prime As at 31 December 2013, gross unrealised losses on prime residential mortgage-backed securities were $2.1 million (31 December 2012: $nil) all of which has been in an unrealised loss position for less than 12 months. The Bank’s prime residential mortgage-backed securities are predominantly rated “AAA” and possess signiﬁcant subordination (a form of credit enhancement for the beneﬁt of senior securities, expressed here as the percentage of pool losses that can occur before a senior asset-backed security will incur its ﬁrst dollar of principal loss). No credit losses were recognised on these securities as management does not believe these securities have any credit losses. Contractual Maturities The following table presents the remaining contractual maturities of the Bank’s securities. For mortgage-backed securities (primarily US government agencies), management presents the maturity date as the mid-point between the reporting and expected contractual maturity date which is determined assuming no future prepayments. By using the aforementioned mid-point, this date represents management’s best estimate of the date by which the remaining principal balance will be repaid given future principal repayments of such securities. The actual maturities may differ due to the uncertainty of the timing when borrowers make prepayments on the underlying mortgages. 31 December 2013 Within 3 months 3 to 12 months Remaining term to average contractual maturity 5 to 10 years Over 10 No speciﬁc years maturity 1 to 5 years Carrying amount Trading Debt securities issued by non-US governments Mutual funds Total trading - - - - - - 1,095 - 1,095 1,482 - 1,482 969 - 969 - 49,782 49,782 3,546 49,782 53,328 Available for sale 28,186 Certiﬁcates of deposit US government and federal agencies 1 Debt securities issued by non-US governments 26,472 - Corporate debt securities - Asset-backed securities - Student loans - Commercial mortgage-backed securities - Residential mortgage-backed securities - Prime - Pass-through note 54,659 Total available-for-sale 56,385 - 31,141 - - - - - 87,526 - - - 119,263 4,783 378,809 562 - - - 503,417 310,676 26,058 - 71,320 133,765 8,570 34,007 584,396 954,235 - - 11,297 9,124 22,267 - 996,923 - - - - - - - - - 84,571 1,384,175 88,454 378,809 83,179 142,889 30,837 34,007 2,226,921 Held-to-maturity US government and federal agencies Total held-to-maturity - - - - - - 51,144 51,144 282,250 282,250 - - 333,394 333,394 Total investments 54,659 87,526 504,512 637,022 1,280,142 49,782 2,613,643 Total by currency US dollars Other Total investments 72 17 54,642 54,659 32,132 55,394 87,526 503,416 1,096 504,512 612,839 24,183 637,022 1,279,173 969 1,280,142 49,011 771 49,782 2,476,588 137,055 2,613,643 31 December 2012 Within 3 months 3 to 12 months Remaining term to average contractual maturity 5 to 10 years 1 to 5 years Over 10 No speciﬁc years maturity Trading Debt securities issued by non-US governments Mutual funds Total trading - - - 1,382 - 1,382 1,157 - 1,157 1,611 - 1,611 1,081 - 1,081 - 56,554 56,554 Available-for-sale 255,624 Certiﬁcates of deposit - US government and federal agencies Debt securities issued by non-US governments 32,473 Corporate debt securities guaranteed by non-US governments Corporate debt securities Asset-backed securities - Student loans Commercial mortgage-backed securities Pass-through note Equity securities Total available-for-sale 32,026 - - - - - 320,123 274,357 - 50,081 - - - - - - 324,438 31,379 162,545 5,600 - 421,085 2,506 - - - 623,115 - 361,476 1,888 - - 82,825 130,478 30,646 - 607,313 - 654,765 - - - 50,770 - - - 705,535 - - - - - - - - 53 53 Carrying amount 5,231 56,554 61,785 561,360 1,178,786 90,042 32,026 421,085 136,101 130,478 30,646 53 2,580,577 Held-to-maturity US government and federal agencies Total held-to-maturity - - - - - - 11,003 11,003 228,339 228,339 - - 239,342 239,342 Total investments 320,123 325,820 624,272 619,927 934,955 56,607 2,881,704 Total by currency US dollars Other Total investments 166,289 153,834 320,123 179,536 146,284 325,820 623,115 1,157 624,272 618,315 1,612 619,927 933,874 1,081 934,955 55,513 1,094 56,607 2,576,642 305,062 2,881,704 Sale Proceeds and Realised Gains and Losses During the twelve months ended 31 December 2013, the Bank disposed of: • US government and federal agency investment securities totalling $117.2 million in sale proceeds, resulting in gross realised gains of $0.3 million and gross realised losses of $0.6 million; • Corporate bonds totalling $116.3 million in sale proceeds, resulting in gross realised gains of $0.5 million; • Asset-backed securities totalling $43.6 million in sale proceeds, resulting in gross realised losses of $0.2 million; and • Other securities totalling $110.0 million in sale proceeds, resulting in gross realised losses of $0.1 million. During the twelve months ended 31 December 2012, the Bank disposed of: • Certiﬁcates of deposit totalling $170.1 million in sale proceeds, resulting in gross realised gains of $0.1 million • US government and federal agency investment securities totalling $60.4 million in sale proceeds, resulting in gross realised gains of $0.5 million and gross realised losses of $0.1 million; • Corporate bonds totalling $165.6 million in sale proceeds, resulting in gross realised gains of $1.0 million and gross realised losses of $0.3 million; and • Other securities totalling $18.2 million in sale proceeds, resulting in gross realised gains of $0.8 million. Butterﬁeld Annual Report 2013 73 Total 2,296 2,296 45,146 (2,028) 43,118 - - 43,118 Gains and Losses on Investments For the year ended Available- 31 December 2013 Held-to- for-sale maturity Trading 31 December 2012 Held-to- maturity Available- for-sale Trading Total Gains (losses) other than OTTI recognised in net income 315 (61) Net gains (losses) recognised in net income 315 (61) - - 254 268 2,028 254 268 2,028 Gross unrealised (losses) gains recorded in OCL Realised losses (gains) transferred to net income Total net (losses) gains recognised in OCL Non-credit-related impairments recognised in OCL Effect of HTM to AFS transfer of investments Total net (losses) gains recognised in OCL - (84,978) - (84,978) - 45,146 - - 61 (84,917) - - 61 (84,917) - - - - - (84,917) - - - - - (84,917) - - - - - (2,028) 43,118 - - 43,118 - - - - - - - - 74 NOTE 7: LOANS The “Bermuda” and “Non-Bermuda” classiﬁcations’ purpose is to reﬂect management segment reporting as described in “Note 15: Segmented Information.” The composition of the loan portfolio by reporting segment and collateral type at each of the indicated dates was as follows: Commercial loans Government Commercial and industrial Commercial overdrafts Total commercial loans Less speciﬁc allowance for credit losses on commercial loans Total commercial loans after speciﬁc allowance for credit losses Commercial real estate loans Commercial mortgage Construction Total commercial real estate loans Less speciﬁc allowance for credit losses on commercial real estate loans Total commercial real estate loans after speciﬁc allowance for credit losses Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans Less speciﬁc allowance for credit losses on consumer loans Total consumer loans after speciﬁc allowance for credit losses Residential mortgage loans Less speciﬁc allowance for credit losses on residential mortgage loans Total residential mortgage loans after speciﬁc allowance for credit losses 31 December 2013 31 December 2012 Non- Bermuda Bermuda Non- Bermuda Bermuda Total Total 65,725 129,865 57,851 253,441 (240) 253,201 15,000 270,808 8,083 293,891 (233) 293,658 80,725 400,673 65,934 547,332 (473) 546,859 64,534 121,947 58,973 245,454 (166) 245,288 68,584 4,050 311,949 190,002 81,902 22,929 216,981 462,435 (1,416) (1,250) 461,019 215,731 417,112 - 417,112 (5,123) 343,958 2,040 345,998 - 761,070 2,040 763,110 (5,123) 495,466 109 495,575 (8,772) 281,456 2,119 283,575 (4,711) 776,922 2,228 779,150 (13,483) 411,989 345,998 757,987 486,803 278,864 765,667 15,618 60,846 10,079 47,396 133,939 (160) 133,779 6,654 16,149 6,311 117,960 147,074 - 147,074 22,272 76,995 16,390 165,356 281,013 (160) 280,853 19,663 58,500 8,488 66,044 152,695 (160) 152,535 6,050 15,446 3,933 25,713 73,946 12,421 94,819 160,863 272,943 120,248 (160) - 272,783 120,248 1,309,605 1,239,920 2,549,525 (16,295) (3,070) (13,225) 1,351,680 1,145,709 2,497,389 (11,673) (3,930) (7,743) 1,296,380 1,236,850 2,533,230 1,343,937 1,141,779 2,485,716 Total gross loans Less speciﬁc allowance for credit losses Less general allowance for credit losses Net loans 2,114,097 2,026,883 4,140,980 (22,051) (3,303) (30,704) (10,264) 2,074,909 2,013,316 4,088,225 (18,748) (20,440) 2,245,404 1,766,513 4,011,917 (26,732) (29,225) 2,207,746 1,748,214 3,955,960 (16,841) (20,817) (9,891) (8,408) The principal means of securing residential mortgages, personal, credit card and business loans are charges over assets and guarantees. Mortgage loans are generally repayable over periods of up to thirty years and personal, credit card, business and government loans are generally repayable over terms not exceeding ﬁve years. The effective yield on total loans as at 31 December 2013 is 4.66% (31 December 2012: 4.75%). Butterﬁeld Annual Report 2013 75 Age Analysis of Past Due Loans (Including Non-Accrual Loans) The following table summarises the past due status of the loans at 31 December 2013 and 31 December 2012. The aging of past due amounts are determined based on the contractual delinquency status of payments under the loan and this aging may be affected by the timing of the last business day at period end. An account is generally considered to be contractually delinquent when payments have not been made in accordance with the loan terms. 31 December 2013 Commercial loans Government Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Construction Total commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 30-59 days - 681 2 683 784 - 784 253 834 10 506 1,603 60-89 days 90 days or more Total past due loans Total (1) current Total loans - 89 1 90 - 529 604 1,133 - 1,299 607 1,906 80,725 399,374 65,327 545,426 80,725 400,673 65,934 547,332 1,386 - 1,386 42,958 - 42,958 45,128 - 45,128 715,942 2,040 717,982 761,070 2,040 763,110 91 482 8 348 929 353 501 258 2,060 3,172 697 1,817 276 2,914 5,704 21,575 75,178 16,114 162,442 275,309 22,272 76,995 16,390 165,356 281,013 Residential mortgage loans 36,355 16,908 62,700 115,963 2,433,562 2,549,525 Total loans (1) Loans less than 30 days past due are included in current loans. 39,425 19,313 109,963 168,701 3,972,279 4,140,980 31 December 2012 Commercial loans Government Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Construction Total commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 30-59 days - 349 17 366 3,852 - 3,852 466 623 3 1,091 2,183 60-89 days - 2,048 199 2,247 1,190 - 1,190 96 445 37 693 1,271 90 days or more Total past due loans Total (1) current Total loans - 3,022 301 3,323 - 5,419 517 5,936 68,584 306,530 81,385 456,499 68,584 311,949 81,902 462,435 55,584 - 55,584 60,626 - 60,626 716,296 2,228 718,524 776,922 2,228 779,150 425 601 227 1,595 2,848 987 1,669 267 3,379 6,302 24,726 72,277 12,154 157,484 266,641 25,713 73,946 12,421 160,863 272,943 Residential mortgage loans 38,334 21,914 69,551 129,799 2,367,590 2,497,389 Total loans (1) Loans less than 30 days past due are included in current loans. 44,735 26,622 131,306 202,663 3,809,254 4,011,917 76 Non-accrual loans and accruing loans 90 days or more past due are summarised in the following table: Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans 31 December 2013 Non-accrual loans Accruing loans past due 90 days Total non- performing loans Non-accrual loans 31 December 2012 Accruing loans past due 90 days Total non- performing loans 520 472 992 9 132 141 529 604 1,133 3,606 292 3,898 - 9 9 3,606 301 3,907 Commercial real estate loans 41,236 1,722 42,958 55,167 417 55,584 Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 437 69 221 1,951 2,678 8 432 37 283 760 445 501 258 2,234 3,438 581 - 217 1,984 2,782 57 600 10 76 743 638 600 227 2,060 3,525 Residential mortgage loans 59,166 9,938 69,104 51,506 27,229 78,735 Total non-performing loans 104,072 12,561 116,633 113,353 28,398 141,751 The table below presents information about the credit quality of the Bank’s loan portfolio: 31 December 2013 Commercial loans Government Commercial and industrial Commercial overdrafts Total commercial loans Commercial Real Estate Commercial mortgage Construction Total commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans Pass Special mention Substandard Non-accrual 80,725 393,091 57,569 531,385 570,761 883 571,644 20,794 76,494 14,954 160,959 273,201 - 4,282 7,445 11,727 99,174 - 99,174 1,033 - 1,008 2,295 4,336 - 2,780 448 3,228 49,899 1,157 51,056 8 432 207 151 798 - 520 472 992 41,236 - 41,236 437 69 221 1,951 2,678 Total gross recorded investments 80,725 400,673 65,934 547,332 761,070 2,040 763,110 22,272 76,995 16,390 165,356 281,013 Residential mortgage loans 2,383,773 63,979 42,607 59,166 2,549,525 Total loans 3,760,003 179,216 97,689 104,072 4,140,980 Butterﬁeld Annual Report 2013 77 31 December 2012 Commercial loans Government Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Construction Total commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans Pass Special mention Substandard Non-accrual 68,584 301,747 72,669 443,000 562,042 493 562,535 23,765 73,352 11,945 154,966 264,028 - 6,078 8,742 14,820 118,203 1,735 119,938 1,183 - 186 3,218 4,587 - 518 199 717 41,510 - 41,510 184 594 73 695 1,546 - 3,606 292 3,898 55,167 - 55,167 581 - 217 1,984 2,782 Total gross recorded investments 68,584 311,949 81,902 462,435 776,922 2,228 779,150 25,713 73,946 12,421 160,863 272,943 Residential mortgage loans 2,309,945 68,531 67,407 51,506 2,497,389 Total gross recorded loans 3,579,508 207,876 111,180 113,353 4,011,917 The four credit quality classiﬁcations set out above are deﬁned below and describe the credit quality of the Group’s lending portfolio. These classiﬁcations each encompass a range of more granular, internal credit rating grades assigned. Quality classiﬁcation deﬁnitions Pass: A pass loan shall mean a loan that is expected to be repaid as agreed. A loan is classiﬁed as pass where the Bank is not expected to face repayment difﬁculties because the present and projected cash ﬂows are sufﬁcient to repay the debt and the repayment schedule as established by the agreement is being followed. Special mention: A special mention loan shall mean a loan under close monitoring by the Bank’s management. Loans in this category are currently protected and still performing (current with respect to interest and principal payments), but are potentially weak and present an undue credit risk exposure, but not to the point of justifying a classiﬁcation of substandard. Substandard: A substandard loan shall mean a loan whose evident unreliability makes repayment doubtful and there is a threat of loss to the Bank unless the unreliability is averted. Non-accrual: Either where management is of the opinion full payment of principal or interest is in doubt or when principal or interest is 90 days past due and for residential mortgage loans which are not well secured and in the process of collection. The table below presents the gross loans evaluated for impairment: 31 December 2013 Individually Collectively evaluated 544,690 699,846 278,220 2,483,117 4,005,873 evaluated 2,642 63,264 2,793 66,408 135,107 31 December 2012 Individually evaluated 5,609 64,739 2,782 59,910 133,040 Collectively evaluated 456,826 714,411 270,161 2,437,479 3,878,877 Commercial Commercial Real Estate Consumer Residential mortgage loans Total gross loans evaluated for impairment 78 The table below presents the continuity of the general and speciﬁc allowances: Allowances at beginning of year Provision taken (released) during the year Recoveries Charge-offs Other Allowances at end of year Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Commercial Commercial real estate 18,394 7,041 - (15,579) (40) 9,816 6,596 760 2,699 (1,714) (1) 8,340 31 December 2013 Residential Consumer mortgage loans 25,527 9,453 49 (3,737) (135) 31,157 5,440 (2,429) 3,078 (2,676) 29 3,442 31 December 2012 Total 55,957 14,825 5,826 (23,706) (147) 52,755 Total 55,491 14,190 3,746 (17,770) 300 55,957 473 5,123 160 16,295 22,051 26,732 7,867 4,693 3,282 14,862 30,704 29,225 Impaired Loans A loan is considered to be impaired when, based on current information and events, the Bank determines that it will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Impaired loans include all non-accrual loans and all loans modiﬁed in a troubled debt restructuring (“TDR”) even if full collectability is expected following the restructuring. For the year ended 31 December 2013, the amount of gross interest income that would have been recorded had impaired loans been current was $5.7 million (2012: $7.7 million). The table below presents information about the Bank’s impaired loans: 31 December 2013 Gross recorded Impaired loans with an allowance Net loans Speciﬁc investment allowance Impaired loans without an allowance Gross recorded investment Total impaired loans Gross recorded Speciﬁc investment allowance Net loans 442 169 611 (373) (100) (473) 69 69 138 1,728 303 2,031 2,170 472 2,642 (373) (100) (473) 1,797 372 2,169 30,277 (5,123) 25,154 32,987 63,264 (5,123) 58,141 Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 208 - - 128 336 (75) - - (85) (160) 133 - - 43 176 Residential mortgage loans Total impaired loans 52,123 83,347 (16,295) (22,051) 35,828 61,296 31 December 2012 Impaired loans with an allowance Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Gross recorded investment Speciﬁc allowance 1,471 26 1,497 (1,390) (26) (1,416) Net loans 81 - 81 Commercial real estate loans 52,607 (13,483) 39,124 Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 227 - - 128 355 (75) - - (85) (160) 152 - - 43 195 Residential mortgage loans Total impaired loans 36,064 90,523 (11,673) (26,732) 24,391 63,791 229 69 221 1,938 2,457 14,285 51,760 437 69 221 2,066 2,793 (75) - - (85) (160) 362 69 221 1,981 2,633 66,408 135,107 (16,295) 50,113 (22,051) 113,056 Impaired loans without an allowance Gross recorded investment Total impaired loans Gross recorded investment Speciﬁc allowance Net loans 3,846 266 4,112 12,132 354 - 217 1,856 2,427 23,846 42,517 5,317 292 5,609 (1,390) (26) (1,416) 3,927 266 4,193 64,739 (13,483) 51,256 581 - 217 1,984 2,782 (75) - - (85) (160) 506 - 217 1,899 2,622 59,910 133,040 (11,673) (26,732) 48,237 106,308 Butterﬁeld Annual Report 2013 79 The following table presents information about the Bank’s average impaired loan balances and interest income recognised on the impaired loans: Impaired loans Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans Residential mortgage loans Total impaired loans 31 December 2013 31 December 2012 Average gross recorded investment Interest income recognised Average gross record investment Interest income recognised 3,744 382 4,126 64,002 509 35 219 2,025 2,788 63,159 134,075 97 - 97 256 - - - 4 4 386 743 6,163 3,509 9,672 64,020 782 - 141 1,887 2,810 55,560 132,062 105 - 105 523 - - - - - 388 1,016 The following table presents information about the Bank’s loans modiﬁed in a troubled debt restructuring (“TDR”): Effect of modiﬁcation on recorded investment Pre-modiﬁcation Post-modiﬁcation outstanding Changes in the amount and / (or) recorded timing of principal or 31 December 2013 Commercial loans Commercial real estate loans Consumer loans Residential mortgage loans Total loans modiﬁed in a TDR Number of contracts 3 8 1 18 30 (1) Recorded investment 1,785 29,081 115 11,395 42,376 outstanding recorded investment 1,911 35,270 117 11,347 48,645 investment 1,911 35,419 117 11,585 49,032 Interest t interest payments capitalisation - - 149 - - - 238 - 387 - (1)The total recorded investment is comprised of $11.3 million of non-accrual loans and $31.0 million of loans on accrual status. Effect of modiﬁcation on recorded investment 31 December 2012 Commercial loans Commercial real estate loans Residential mortgage loans Total loans modiﬁed in a TDR Pre-modiﬁcation outstanding recorded investment 2,290 24,402 9,185 35,877 Recorded (1) investment 2,083 22,854 10,977 35,914 Number of contracts 3 7 15 25 Post-modiﬁcation outstanding Changes in the amount and / (or) recorded timing of principal or interest payments - - - - investment 2,326 24,463 9,926 36,715 Interest capitalisation 36 61 741 838 (1)The total recorded investment is comprised of $16.2 million of non-accrual loans and $19.7 million of loans on accrual status. For the year ended 31 December 2013, the Bank has four loans modiﬁed in a TDR that subsequently defaulted (i.e., 90 days or more past due following a modiﬁcation) with a recorded investment amounting to $3.5 million. 80 NOTE 8: CREDIT RISK CONCENTRATIONS Concentrations of credit risk in the lending and off-balance sheet credit-related arrangements portfolios arise when a number of customers are engaged in similar business activities, are in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions. The Bank regularly monitors various segments of its credit risk portfolio to assess potential concentrations of risks and to obtain collateral when deemed necessary. In the Bank’s commercial portfolio, risk concentrations are evaluated primarily by industry and by geographic region of loan origination. In the consumer portfolio, concentrations are evaluated primarily by products. Credit exposures include loans, guarantees and acceptances, letters of credit and commitments for undrawn lines of credit. Unconditionally cancellable credit cards and overdraft lines of credit are excluded from the tables below. The following table summarises the credit exposure of the Bank by business sector. The on-balance sheet exposure amounts disclosed are net of speciﬁc allowances and the off-balance sheet exposure amounts disclosed are gross of collateral held. Banks and ﬁnancial services Commercial and merchandising Governments Individuals Primary industry and manufacturing Real estate Hospitality industry Transport and communication Sub-total General allowance Total 31 December 2013 Off-balance sheet 367,162 129,698 4,767 97,184 - 9,849 - - 608,660 - 608,660 Loans 358,079 258,693 75,780 2,473,662 57,001 789,259 100,019 6,436 4,118,929 (30,704) 4,088,225 Total credit exposure 725,241 388,391 80,547 2,570,846 57,001 799,108 100,019 6,436 4,727,589 (30,704) 4,696,885 31 December 2012 Off-balance sheet 394,858 88,551 28,153 94,430 6,161 36,523 - - 648,676 - 648,676 Total credit exposure 672,131 352,274 86,964 2,428,702 71,769 923,701 90,978 7,342 4,633,861 (29,225) 4,604,636 Loans 277,273 263,723 58,811 2,334,272 65,608 887,178 90,978 7,342 3,985,185 (29,225) 3,955,960 The following table summarises the credit exposure of the Bank by geographic region for cash and cash equivalents, short-term investments, loans receivable and off-balance sheet exposure. The credit exposure by currency for investments is disclosed in “Note 6: Investments.” 31 December 2013 31 December 2012 ` Cash and cash equivalents and short-term investments Off-balance sheet Total credit exposure Loans Cash and cash equivalents and short-term investments Off-balance sheet Loans Total credit exposure Bermuda Canada Cayman Guernsey The Bahamas United Kingdom United States Other Sub-total General allowance Total 162,371 47,111 85,959 - 4,932 983,609 474,943 26,528 1,785,453 - 1,785,453 2,331,616 - 589,807 563,669 39,990 593,847 - - 4,118,929 (30,704) 4,088,225 301,603 - 179,367 84,493 - 43,197 - - 608,660 - 608,660 2,795,590 47,111 855,133 648,162 44,922 1,620,653 474,943 26,528 6,513,042 (30,704) 6,482,338 170,146 188,908 208,278 - 4,610 773,649 187,683 85,465 1,618,739 - 1,618,739 2,300,661 - 547,779 534,226 47,883 554,636 - - 3,985,185 (29,225) 3,955,960 335,184 - 194,634 72,961 180 45,717 - - 648,676 - 648,676 2,805,991 188,908 950,691 607,187 52,673 1,374,002 187,683 85,465 6,252,600 (29,225) 6,223,375 Butterﬁeld Annual Report 2013 81 NOTE 9: PREMISES, EQUIPMENT AND COMPUTER SOFTWARE The following table summarises land, buildings, equipment and computer software: Land Buildings Equipment Computer hardware and software in use Computer software in development Total 31 December 2013 Accumulated depreciation - (56,423) (40,893) (77,460) - (174,776) Net carrying value 13,290 97,314 6,247 118,196 5,556 240,603 Cost 13,290 153,737 47,140 195,656 5,556 415,379 31 December 2012 Cost 13,290 154,903 47,060 172,511 8,961 396,725 Accumulated depreciation - (52,109) (37,552) (63,743) - (153,404) Net carrying value 13,290 102,794 9,508 108,768 8,961 243,321 Depreciation charged to operating expenses Buildings (included in property expense) Equipment (included in property expense) Computer hardware and software (included in technology & communication expense) Total depreciation charged to operating expenses Impairment Write-off of buildings (included in impairment of ﬁxed assets) 31 December 2013 31 December 2012 4,478 2,100 16,300 22,878 - 6,823 2,735 16,194 25,752 14,527 During the year ended 31 December 2012, the Bank’s intended use of ﬁve Bermuda properties changed and therefore the properties were assessed for impairment. The properties are subsequently held for rental income or possible sale and it was determined that the carrying values were not recoverable based on the undiscounted cash ﬂow analysis. The carrying amount of the Bermuda segment’s buildings was impaired and was written down by $6.5 million at 31 December 2012 because their respective fair values were lower than the carrying amounts. The fair values of the properties were calculated based on the market approach and, where applicable, a fair value discount rate was applied. At the end of 2012, the Bank changed its commitment with respect to certain Bermuda properties which were being used in its operations but are now contemplated for disposal and therefore the properties have been reclassiﬁed as held for sale and included in OREO assets in the consolidated balance sheet. The reclassiﬁcation resulted in an $8 million write-down of the carrying amount to its fair value less cost to sell. The fair value was based on the discounted cash ﬂow of a projected sale. NOTE 10: GOODWILL AND OTHER INTANGIBLE ASSETS The following table presents goodwill and other intangible assets by business segment: Goodwill Balance as at 31 December 2011 Impairment Foreign exchange translation adjustment Balance as at 31 December 2012 Foreign exchange translation adjustment Balance as at 31 December 2013 Customer relationship intangible assets Business segment Guernsey 6,634 - 315 6,949 137 7,086 United Kingdom 9,303 (9,505) 202 - - - Total 15,937 (9,505) 517 6,949 137 7,086 31 December 2013 31 December 2012 Accumulated Accumulated amortisation (5,146) (934) (34,391) - - (40,471) impairment - - - - - - Cost 8,342 1,211 42,953 - - 52,506 Net carrying amount 3,196 277 8,562 - - 12,035 Bermuda - Wealth Management Cayman Guernsey The Bahamas United Kingdom Total 82 Accumulated Accumulated amortisation (4,590) (853) (31,735) (3,215) (9,803) (50,196) impairment - - - (2,019) (7,124) (9,143) Cost 8,342 1,211 42,952 5,234 16,927 74,666 Net carrying amount 3,752 358 11,217 - - 15,327 Customer relationships are initially valued based on the present value of net cash ﬂows expected to be derived solely from the recurring customer base existing as at the date of acquisition. Customer relationship intangible assets may or may not arise from contracts. During the 2012 annual review process, the carrying amount of goodwill relating to the United Kingdom segment was considered fully impaired due to a continuous period of losses incurred and future estimated proﬁtability being unable to sustain current valuations including the goodwill and the customer intangible assets and was therefore fully written off. The carrying amount of the United Kingdom and Bahamas segments’ customer relationship intangible assets were fully written off as at 31 December 2012 as the carrying amounts were deemed unrecoverable and the present values of net cash ﬂows expected to be derived for the segments’ recurring customer bases were deemed immaterial. For the year ended 31 December 2012, intangible asset impairments of $9.1 million were recognised. During the year ended 31 December 2013, the amortisation expense amounted to $3.4 million (2012: $5.0 million) and the foreign exchange translation adjustment increased the net carrying amount by $0.1 million (2012: decreased by $0.2 million). The estimated aggregate amortisation expense for each of the succeeding five years (until 31 December 2018) is $12.0 million. NOTE 11: CUSTOMER DEPOSITS AND DEPOSITS FROM BANKS By Maturity Demand deposits Demand deposits - Non-interest bearing Demand deposits - Interest bearing Sub-total - demand deposits Customers 1,012,973 4,631,149 5,644,122 Term deposits having a denomination of less than $100,000 Term deposits maturing within six months Term deposits maturing between six to twelve months Term deposits maturing after twelve months Sub-total - term deposits having a denomination of less than $100,000 51,118 16,392 18,205 85,715 Term deposits having a denomination of $100,000 or more Term deposits maturing within six months Term deposits maturing between six to twelve months Term deposits maturing after twelve months Sub-total - term deposits having a denomination of $100,000 or more Sub-total - term deposits Total 1,576,273 94,802 196,817 1,867,892 1,953,607 7,597,729 31 December 2013 Banks Total Customers 31 December 2012 Banks Total 385 11,701 12,086 1,013,358 4,642,850 5,656,208 918,814 4,405,291 5,324,105 567 99,573 100,140 919,381 4,504,864 5,424,245 - - - - 51,118 16,392 18,205 57,377 16,680 20,930 85,715 94,987 45 - - 45 57,422 16,680 20,930 95,032 16,150 11,986 - 28,136 28,136 40,222 1,592,423 106,788 196,817 1,896,028 1,981,743 7,637,951 1,706,138 81,371 60,171 1,847,680 1,942,667 7,266,772 15,919 10,240 122 1,722,057 91,611 60,293 26,281 26,326 126,466 1,873,961 1,968,993 7,393,238 By Type and Segment Bermuda Customers Banks Cayman Customers Banks Guernsey Customers Banks The Bahamas Customers United Kingdom Customers Banks Total Customers Total Banks Total Payable on demand 31 December 2013 Payable on a ﬁxed date Total Payable on demand 31 December 2012 Payable on a ﬁxed date Total 2,532,572 494 1,018,417 1,036 3,550,989 1,530 2,364,433 88,169 890,886 249 3,255,319 88,418 1,677,092 10,627 394,338 27,100 2,071,430 37,727 1,468,025 10,643 394,159 26,077 1,862,184 36,720 1,085,862 965 204,646 - 1,290,508 965 1,073,711 1,281 296,255 - 1,369,966 1,281 68,257 9,980 78,237 65,587 4,413 70,000 280,339 - 5,644,122 12,086 5,656,208 326,226 - 1,953,607 28,136 1,981,743 606,565 - 7,597,729 40,222 7,637,951 352,349 47 5,324,105 100,140 5,424,245 356,954 - 1,942,667 26,326 1,968,993 709,303 47 7,266,772 126,466 7,393,238 Butterﬁeld Annual Report 2013 83 NOTE 12: EMPLOYEE FUTURE BENEFITS The Bank maintains trusteed pension plans including non-contributory deﬁned beneﬁt plans and a number of deﬁned contribution plans, and provides post-retirement medical beneﬁts to its qualifying retirees. The deﬁned beneﬁt provisions under the pension plans are generally based upon years of service and average salary during the ﬁnal years of employment. The deﬁned beneﬁt and post-retirement medical plans are not open to new participants and are non-contributory and the funding required is provided by the Bank, based upon the advice of an independent actuary. The following table presents the ﬁnancial position of the Bank’s deﬁned beneﬁt pension plans and the Bank’s post-retirement medical beneﬁts, which is unfunded. The beneﬁt obligations and plan assets are measured as at 31 December 2013 and 2012: Accumulated beneﬁt obligation at end of year Continuity of projected beneﬁt obligation Opening projected beneﬁt obligation Service cost Employee contributions Interest cost Beneﬁts paid Actuarial (gain) loss Foreign exchange translation adjustment Closing projected beneﬁt obligation Continuity of plan assets Opening fair value of plan assets Actual return on plan assets Employer contribution Employee contributions Beneﬁts paid Foreign exchange translation adjustment Closing fair value of plan assets Amounts recognised in the consolidated balance sheet consist of: Prepaid beneﬁt cost included in other assets Accrued pension beneﬁt cost included in employee future beneﬁts liability Surplus (deﬁcit) of plan assets over projected beneﬁt obligation at measurement date Amounts recognised in Accumulated Other Comprehensive Loss consist of: Net actuarial gain (loss), excluding deferred taxes Past service credit Deferred income taxes assets (liabilities) Net amount recognised in Accumulated Other Comprehensive Loss 31 December 2013 31 December 2012 Post-retirement Pension plans medical beneﬁt plan - 160,762 Post-retirement Pension plans medical beneﬁt plan - 163,106 167,683 1,553 124 6,971 (7,889) (2,690) 1,717 167,469 163,701 18,089 10,070 124 (7,889) 2,317 186,412 97,126 930 - 4,215 (3,139) (10,023) - 89,109 - - 3,139 - (3,139) - - 152,472 1,687 215 7,061 (7,754) 10,696 3,306 167,683 145,323 9,040 13,439 215 (7,754) 3,438 163,701 91,880 944 - 4,205 (2,951) 3,048 - 97,126 - - 2,951 - (2,951) - - 18,943 - 2,027 - - (89,109) (6,009) (97,126) 18,943 (89,109) (3,982) (97,126) (36,384) - 768 (14,904) 21,628 - (49,261) - 2,470 (27,169) 28,347 - (35,616) 6,724 (46,791) 1,178 Effective 31 December 2011, the Bermuda deﬁned beneﬁt pension plan was amended to freeze credited service and ﬁnal average earnings for remaining active members. The beneﬁts amendment resulted in a further reduction in the Bermuda deﬁned beneﬁt pension liability of $1.8 million as at 31 July 2011. As a result, effective January 2012, all the participants of the Bermuda deﬁned beneﬁt pension plan are deemed inactive. In accordance with GAAP, the net actuarial loss of the Bermuda deﬁned beneﬁt pension plan is amortised over the estimated average remaining life expectancy of the inactive participants of 22.8 years. Prior to all Bermuda participants being deemed inactive, the net actuarial loss of the Bermuda deﬁned beneﬁt pension plan was amortised to net income over the estimated average remaining service period for active members of 4.5 years. 84 The following table presents the expense constituents of the Bank’s deﬁned beneﬁt pension plans and the Bank’s post-retirement medical beneﬁt plan: Annual beneﬁt expense Service cost Interest cost Expected return on plan assets Amortisation of past service cost Amortisation of net actuarial loss Deﬁned beneﬁt expense Deﬁned contribution expense Total beneﬁt expense Other changes recognised in Other Comprehensive Income (Loss) Net gain (loss) arising during the year Amortisation of past service credit Amortisation of net actuarial loss Change in deferred taxes Foreign exchange adjustment Total changes recognised in Other Comprehensive Income (Loss) For the year ended 31 December 2013 31 December 2012 Post-retirement Pension plans medical beneﬁt plan Pension plans Post-retirement medical beneﬁt plan 1,553 6,971 (9,076) - 1,695 1,143 6,042 7,185 11,755 - 1,644 (1,656) 636 12,379 930 4,215 - (6,719) 2,242 668 - 668 10,023 (6,719) 2,242 - - 1,687 7,061 (8,145) - 1,366 1,969 5,593 7,562 (9,864) - 1,366 955 63 5,546 (7,480) 944 4,205 - (6,719) 2,074 504 - 504 (3,048) (6,719) 2,074 - - (7,693) The estimated portion of the net actuarial loss for the pension plans that will be amortised from AOCL into beneﬁt expense over the 2014 ﬁscal year is $1.1 million. The estimated portion of the net actuarial loss and the past service credit for the post-retirement medical beneﬁt plan that will be amortised from AOCL into beneﬁt expense over the 2014 ﬁscal year is $0.9 million for the net actuarial loss and a credit of $6.7 million for the past service credit. For the year ended 31 December 2013 31 December 2012 Post-retirement Pension plans medical beneﬁt plan Pension plans Post-retirement medical beneﬁt plan Actuarial assumptions used to determine annual beneﬁt expense Weighted average discount rate Weighted average rate of compensation increases(1) Weighted average expected long-term rate of return on plan assets 4.20% 3.85% 5.65% 4.40% N/A N/A 4.65% 3.95% 5.60% 4.60% N/A N/A Weighted average annual medical cost increase rate (1) Excludes the inactive Bermuda deﬁned beneﬁt pension plan. N/A 7.5% to 4.5% in 2027 N/A 7.5% to 4.5% in 2027 Actuarial assumptions used to determine beneﬁt Weighted average discount rate Weighted average rate of compensation increases 4.75% 4.30% 5.10% N/A 4.20% 1.80% 4.40% N/A Weighted average annual medical cost increase rate N/A 7.3% to 4.5% in 2027 N/A 7.5% to 4.5% in 2027 For 2013, the effect of a one percentage point increase or decrease in the assumed medical cost increase rate on the aggregate of service and interest costs is a $0.9 million increase (2012: $1.1 million increase) and a $0.8 million decrease (2012: $0.9 million), respectively, and on the beneﬁt obligation a $14.1 million increase (2012: $19.1 million) and a $11.6 million decrease (2012: $15.3 million), respectively. To develop the expected long-term rate of return on the plan assets assumption for each plan, the Bank considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocations of the funds. The weighted average discount rate used to determine beneﬁt obligations at the end of the year is derived from interest rates on high quality corporate bonds with maturities that match the expected beneﬁt payments. Butterﬁeld Annual Report 2013 85 Investment Policies and Strategies The pension plans’ assets are managed according to each plan’s investment policy statement, which outlines the purpose of the plan, statement of objectives and guidelines and investment policy. The asset allocation is diversiﬁed and any use of derivatives is limited to hedging purposes only. The weighted average actual and target asset allocations of the pension plans by asset category are as follows: Asset category Debt securities (including debt mutual funds) Equity securities (including equity mutual funds) Other Total 31 December 2013 31 December 2012 Actual allocation Target allocation Actual allocation Target allocation 41% 59% 0% 100% 48% 50% 2% 100% 48% 50% 2% 100% 51% 47% 2% 100% Fair Value Measurements Of Pension Plans’ Assets The following table presents the fair value of plans’ assets by category and level of inputs used in their respective fair value determination as described in Note 2. 31 December 2013 Fair value determination 31 December 2012 Fair value determination US government and federal agencies Corporate debt securities Debt securities issued by non-US governments Equity securities and mutual funds Other Total fair value of plans’ assets Level 1 - - - 12,807 - 12,807 Level 2 7,737 54,036 14,978 96,228 517 173,496 Level 3 - - - 109 - 109 Total fair value 7,737 54,036 14,978 109,144 517 186,412 Level 1 - - - 10,830 - 10,830 Level 2 9,389 57,491 12,232 70,282 3,477 152,871 Total fair value 9,389 57,491 12,232 81,112 3,477 163,701 Level 3 - - - - - - At 31 December 2013, 35.6% (2012: 32.9 %) of the assets of the pension plans were mutual funds and equity securities managed or administered by wholly-owned subsidiaries of the Bank. At 31 December 2013, 0.2% and 1.2% (2012: 0.2% and 1.4%) of the plans’ assets were invested in common and preference shares of the Bank, respectively. The investments of the pension funds are diversiﬁed across a range of asset classes and are diversiﬁed within each asset class. The assets are generally actively managed with the goal of adding some incremental value through security selection and asset allocation. Estimated 2014 Bank contribution to, and estimated beneﬁt payments for the next ten years under, the pension and post-retirement medical beneﬁt plans are as follows: Estimated Bank contributions for the year ending 31 December 2014 Estimated beneﬁt payments by year: 2014 2015 2016 2017 2018 2019-2022 Pension plans 4,885 6,800 7,200 7,400 7,500 7,400 36,900 Post-retirement medical beneﬁt plan 3,298 3,298 3,530 3,768 4,002 4,274 25,596 The projected beneﬁt obligation and fair value of plan assets for pension plans with projected beneﬁt obligations in excess of plan assets as at 31 December 2013 was $nil (31 December 2012: $137.8 million and $131.9 million). NOTE 13: CREDIT-RELATED ARRANGEMENTS AND COMMITMENTS Commitments As at 31 December 2013, the Bank was committed to expenditures under contract for sourcing and leases of $52.6 million and $21.5 million, respectively (2012: $75.4 million and $24.7 million, respectively). Rental expense for premises leased on a long-term basis for the year ended 31 December 2013 amounted to $4.9 million (2012: $4.7 million). 86 The following table summarises the Bank’s commitments for sourcing, long-term leases and other agreements: For the year ending 31 December 2014 2015 2016 2017 2018 2019 & thereafter Total commitments Sourcing 18,928 18,456 15,169 - - - 52,553 Leases 5,025 4,492 3,537 2,931 2,753 2,770 21,508 Other agreements 2,325 1,763 80 80 40 - 4,288 Total 26,278 24,711 18,786 3,011 2,793 2,770 78,349 Credit-Related Arrangements Standby letters of credit and letters of guarantee are issued at the request of a Bank customer in order to secure the customer’s payment or performance obligations to a third party. These guarantees represent an irrevocable obligation of the Bank to pay the third party beneﬁciary upon presentation of the guarantee and satisfaction of the documentary requirements stipulated therein, without investigation as to the validity of the beneﬁciary’s claim against the customer. Generally, the term of the standby letters of credit does not exceed one year, whilst the term of the letters of guarantee does not exceed four years. The types and amounts of collateral security held by the Bank for these standby letters of credit and letters of guarantee is generally represented by deposits with the Bank or a charge over assets held in mutual funds. The Bank considers the fees collected in connection with the issuance of standby letters of credit and letters of guarantee to be representative of the fair value of its obligation undertaken in issuing the guarantee. In accordance with applicable accounting standards related to guarantees, the Bank defers fees collected in connection with the issuance of standby letters of credit and letters of guarantee. The fees are then recognised in income proportionately over the life of the credit agreements. The following table presents the outstanding ﬁnancial guarantees with contractual amounts representing credit risk as follows: Standby letters of credit Letters of guarantee Total 31 December 2013 Gross 294,572 12,391 306,963 Collateral 292,204 9,088 301,292 Net 2,368 3,303 5,671 Gross 280,089 11,207 291,296 31 December 2012 Collateral 277,259 8,694 285,953 Net 2,830 2,513 5,343 Collateral is shown at estimated market value less selling cost. Where cash is the collateral, this is shown gross including interest income. The Bank enters into contractual commitments to extend credit, normally with ﬁxed expiration dates or termination clauses, at speciﬁed rates and for speciﬁc purposes. Substantially all of the Bank’s commitments to extend credit are contingent upon customers maintaining speciﬁc credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses. The following table presents the unfunded legally binding commitments to extend credit with contractual amounts representing credit risk as follows: Commitments to extend credit Documentary and commercial letters of credit Total unfunded commitments to extend credit 31 December 2013 299,062 2,635 301,697 31 December 2012 356,122 1,258 357,380 The Bank has a facility by one of its custodians, whereby the Bank may offer up to US$200 million of standby letters of credit to its customers on a fully secured basis. Under the standard terms of the facility, the custodian has the right to set-off against securities held of 110% of the utilised facility. At 31 December 2013, $149.2 million (31 December 2012: $137.0 million) of standby letters of credit were issued under this facility. Legal Proceedings There are actions and legal proceedings pending against the Bank and its subsidiaries which arose in the normal course of its business. Management, after reviewing all actions and proceedings pending against or involving the Bank and its subsidiaries, considers that the resolution of these matters would not be material to the consolidated ﬁnancial position of the Bank. Butterﬁeld Annual Report 2013 87 NOTE 14: INTEREST INCOME Loans The following table presents the components of loan interest income: Contractual interest earned on mortgages Contractual interest earned on other loans Amortisation of fair value hedge Amortisation of loan origination fees (net of amortised costs) Total loan interest income Balance of unamortised fair value hedge as at year-end Balance of unamortised loan fees as at year-end For the year ended 31 December 2013 88,292 95,689 183,981 (1,724) 4,785 187,042 (7,354) 7,380 31 December 2012 88,263 100,594 188,857 (2,578) 4,412 190,691 (9,078) 7,452 NOTE 15: SEGMENTED INFORMATION At 31 December 2013, for management reporting purposes, the operations of the Bank are grouped into the following six business segments based upon the geographic location of the Bank’s operations: Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and United Kingdom. Accounting policies of the reportable segments are the same as those described in Note 2. Bermuda provides a full range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through ﬁve branch locations and through telephone banking, mobile banking, Internet banking, automated teller machines (“ATMs”) and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and personal insurance products. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Bermuda’s wealth management offering consists of Butterﬁeld Asset Management Limited, which provides investment management, advisory and brokerage services and Butterﬁeld Trust (Bermuda) Limited, which provides trust, estate, company management and custody services. The Cayman segment provides a comprehensive range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through three branch locations and through Internet banking, mobile banking, automated teller machines (“ATMs”) and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and property/auto insurance. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Cayman’s wealth management offering comprises investment management, advisory and brokerage services and Butterﬁeld Trust (Cayman) Limited, which provides trust, estate and company management. The Guernsey segment provides a broad range of services to private clients and ﬁnancial institutions including private banking and treasury services, Internet banking, administered bank services, wealth management and ﬁduciary services. The Switzerland segment provides ﬁduciary services. The Bahamas segment provides ﬁduciary and ancillary services. The United Kingdom segment provides a broad range of services including private banking and treasury services, Internet banking and wealth management and ﬁduciary services to high net worth individuals and privately owned businesses. The Barbados segment was sold on 27 August 2012 as disclosed in “Note 3: Discontinued operations.” Total Assets by Segment Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total assets from continuing operations Less: inter-segment eliminations Total 88 31 December 2013 31 December 2012 4,624,281 2,309,380 1,437,873 2,206 91,758 828,295 9,293,793 (422,978) 8,870,815 4,624,036 2,116,520 1,522,429 1,521 82,712 925,389 9,272,607 (439,598) 8,833,009 For the year ended 31 December 2013 Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total before eliminations Add / (deduct): inter-segment eliminations / transactions Total from continuing operations Net interest income Inter- Customer segment 1,496 135,404 1,172 50,809 3 19,805 - 1 170 17 (2,841) 17,773 - 223,809 Provision for credit losses (12,708) (3,554) (125) - 58 1,504 (14,825) Revenue before gains Net income before gains and losses Non- interest Total and central income and losses expenses allocations 33,834 61,986 25,928 32,175 7,416 19,678 (670) 1,747 924 5,613 3,979 7,384 71,411 128,583 152,344 54,674 31,945 2,418 4,934 19,841 266,156 186,178 80,602 39,361 1,748 5,858 23,820 337,567 Gains and losses 6,953 (492) (378) - - 181 6,264 Net income 40,787 25,436 7,038 (670) 924 4,160 77,675 - - - (2,620) (2,620) (2,620) - 485 485 223,809 - (14,825) 125,963 334,947 263,536 71,411 6,749 78,160 For the year ended 31 December 2012 Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total before eliminations Add / (deduct): inter-segment eliminations / transactions Total from continuing operations Net interest income Customer 129,464 43,413 21,618 1 135 17,074 211,705 Inter- segment 1,316 1,220 (54) - 395 (2,877) - Provision for credit losses (6,372) (1,291) (980) - - (5,547) (14,190) Non- interest income 65,559 30,940 20,005 1,442 4,761 8,177 130,884 Revenue before gains and losses 189,967 74,282 40,589 1,443 5,291 16,827 328,399 Net income before gains Total expenses 164,879 54,829 30,810 2,464 5,579 24,565 283,126 and losses and central allocations 25,088 19,453 9,779 (1,021) (288) (7,738) 45,273 Gains and losses (12,974) 4,497 (31) - (2,018) (16,895) (27,421) Net income 12,114 23,950 9,748 (1,021) (2,306) (24,633) 17,852 - - - (2,341) (2,341) (2,341) - 109 109 211,705 - (14,190) 128,543 326,058 280,785 45,273 (27,312) 17,961 NOTE 16: ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT The Bank uses derivatives in the asset and liability management (“ALM”) of positions and to meet the needs of its customers with their risk management objectives. The Bank’s derivative contracts principally involve over-the-counter transactions that are privately negotiated between the Bank and the counterparty to the contract and include interest rate contracts and foreign exchange contracts. The Bank may pursue opportunities to reduce its exposure to credit losses on derivatives by entering into International Swaps and Derivatives Association master agreements (“ISDAs”). Depending on the nature of the derivative transaction, bilateral collateral arrangements may be used as well. When the Bank is engaged in more than one outstanding derivative transaction with the same counterparty, and also has a legally enforceable master netting agreement with that counterparty, the net marked to market exposure represents the netting of the positive and negative exposures with that counterparty. When there is a net negative exposure, the Bank regards its credit exposure to the counterparty as being zero. The net marked to market position with a particular counterparty represents a reasonable measure of credit risk when there is a legally enforceable master netting agreement between the Bank and that counterparty. Certain of these agreements contain credit risk-related contingent features in which the counterparty has the option to accelerate cash settlement of the Bank’s net derivative liabilities with the counterparty in the event the Bank’s credit rating falls below speciﬁed levels or the liabilities reach certain levels. All derivative ﬁnancial instruments, whether designated as hedges or not, are recorded on the consolidated balance sheet at fair value within other assets or other liabilities. These amounts include the effect of netting. The accounting for changes in the fair value of a derivative in the consolidated statement of operations depends on whether the contract has been designated as a hedge and qualiﬁes for hedge accounting. Notional Amounts The notional amounts are not recorded as assets or liabilities on the consolidated balance sheet as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash ﬂows to be exchanged. Notional amounts represent the volume of outstanding transactions and do not represent the potential gain or loss associated with market risk or credit risk of such instruments. Credit risk is limited to the positive fair value of the derivative instrument, which is signiﬁcantly less than the notional amount. Butterﬁeld Annual Report 2013 89 Fair Value Derivative instruments, in the absence of any compensating up-front cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, exchange rates, equity or commodity prices or indices change. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. Market risk is managed within clearly deﬁned parameters as prescribed by senior management of the Bank. The fair value is deﬁned as the proﬁt or loss associated with replacing the derivative contracts at prevailing market prices. Risk Management Derivatives The Bank enters into interest derivative contracts as part of its overall interest rate risk management strategy to minimise signiﬁcant unplanned ﬂuctuations in earnings that are caused by interest rate volatility. The Bank’s goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain consolidated balance sheet assets and liabilities so that movements in interest rates do not adversely affect the net interest margin. Derivative instruments that are used as part of the Bank’s risk management strategy include interest rate swap contracts that have indices related to the pricing of speciﬁc consolidated balance sheet assets and liabilities. Interest rate swaps generally involve the exchange of ﬁxed and variable-rate interest payments between two parties, based on a common notional principal amount and maturity date. The Bank uses foreign currency derivative instruments to hedge its exposure to foreign currency risk. Certain hedging relationships are formally designated and qualify for hedge accounting as fair value or net investment hedges. Risk management derivatives comprise the following: Fair value hedges Derivatives are designated as fair value hedges to minimise the Bank’s exposure to changes in the fair value of assets and liabilities due to movements in interest rates. The Bank enters into interest rate swaps to convert its ﬁxed-rate long-term loans to ﬂoating-rate loans, and convert ﬁxed-rate deposits to ﬂoating-rate deposits. Changes in fair value of these derivatives are recognised in income. For fair value hedges, the Bank applies the “shortcut” method of accounting, which assumes there is no ineffectiveness in a hedge. As a result, changes recorded in the fair value of the hedged item are equal to the offsetting gain or loss on the derivative and are reﬂected in the same line item. During the year ended 31 December 2011, the Bank cancelled its interest rate swaps designated as fair value hedges of loans receivable and therefore discontinued hedge accounting for these ﬁnancial instruments. The fair value attributable to the hedged loans are accounted for prospectively and are being amortised to net income over the remaining life of each individual loan using the effective interest method. Net investment hedges Foreign currency swaps and qualifying non-derivative instruments designated as net investment hedges are used to minimise the Bank’s exposure to variability in the foreign currency translation of net investments in foreign operations. The effective portion of changes in the fair value of the hedging instrument is recognised in AOCL consistent with the related translation gains and losses of the hedged net investment. For net investment hedges, all critical terms of the hedged item and the hedging instrument are matched at inception and on an ongoing basis to minimise the risk of hedge ineffectiveness. For derivatives designated as net investment hedges, the Bank follows the forward-rate method in measuring the amount of ineffectiveness in a net investment hedge. According to that method, all changes in fair value, including changes related to the forward-rate component and the time value of currency swaps, are recorded in the foreign currency translation adjustment account within AOCL. To the extent all terms are not perfectly matched, any ineffectiveness is measured using the hypothetical derivative method. Ineffectiveness resulting from net investment hedges is recorded in foreign exchange income. Amounts recorded in AOCL are reclassiﬁed to earnings only upon the sale or liquidation of an investment in a foreign subsidiary. For foreign-currency-denominated debt instruments that are designated as hedges of net investments, the translation gain or loss that is recorded in the foreign currency translation adjustment account is based on the spot exchange rate between the functional currencies of the respective subsidiary. Derivatives not formally designated as hedges Derivatives not formally designated as hedges are entered into to manage the interest rate risk of ﬁxed rate deposits and foreign exchange risk of the Bank’s exposure. Changes in the fair value of derivative instruments not formally designated as hedges are recognised in foreign exchange income. Client service derivatives The Bank enters into foreign exchange contracts and interest rate caps primarily to meet the foreign exchange needs of its customers. Foreign exchange contracts are agreements to exchange speciﬁc amounts of currencies at a future date at a speciﬁed rate of exchange. Changes in the fair value of client services derivative instruments are recognised in income. The following table shows the aggregate notional amounts of derivative contracts outstanding listed by type and respective gross positive or negative fair values and classiﬁed by those used for risk management (sub-classiﬁed as hedging and those that do not qualify for hedge accounting), client services and credit derivatives. Fair value of derivatives is recorded in the consolidated balance sheet in other assets and other liabilities. Gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities, subject to netting when master netting agreements are in place. 90 The following table shows the notional amounts and related fair value measurements of derivative instruments as at the balance sheet date: 31 December 2013 Risk management derivatives Fair value hedges of ﬁxed-rate loans Net investment hedges Derivatives not formally designated as hedging instruments Subtotal risk management derivatives Client services derivatives Derivative instrument Interest rate swaps Currency swaps Currency swaps Spot and forward foreign exchange Notional amounts - 171,396 168,343 339,739 Positive fair value Negative fair value Net fair value - - - - - (10,004) (9,381) (19,385) - (10,004) (9,381) (19,385) 2,871,361 11,246 (10,167) 1,079 Total derivative instruments 3,211,100 11,246 (29,552) (18,306) 31 December 2012 Risk management derivatives Fair value hedges of ﬁxed-rate loans Net investment hedges Derivatives not formally designated as hedging instruments Subtotal risk management derivatives Derivative instrument Interest rate swaps Currency swaps Currency swaps Client services derivatives Spot and forward foreign exchange Notional amounts 8,529 42,523 301,161 352,213 Positive fair value Negative fair value Net fair value - - 113 113 (89) (116) (89) (116) (10,779) (10,984) (10,666) (10,871) 2,444,357 14,312 (13,972) 340 Total derivative instruments 2,796,570 14,425 (24,956) (10,531) In addition to the above, foreign denominated deposits, totalling $nil at 31 December 2013 (31 December 2012: $133.6 million), were designated as a hedge of foreign exchange risk associated with the net investment in foreign operations. The “net amounts” column within the following table represents the aggregate of our net exposure to each counterparty after considering the balance sheet and disclosure-only netting adjustments. We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty speciﬁc credit risk limits, using master netting arrangements and obtaining collateral. 31 December 2013 Derivative assets Currency swaps and forward foreign exchange contracts Derivative liabilities Currency swaps and forward foreign exchange contracts 31 December 2012 Derivative assets Currency swaps and forward foreign exchange contracts Derivative liabilities Currency swaps and forward foreign exchange contracts Gross amounts Gross amounts recognised offset in Net amounts in consolidated balance sheet consolidated balance sheet Gross amounts not offset in consolidated balance sheet Amounts net of collateral in consolidated balance sheet Collateral pledged 11,075 (3,362) 7,713 2,723 - 10,436 4,217 (30,302) (26,085) (2,657) 19,210 (9,532) Gross amounts recognised Gross amounts offset in consolidated balance sheet Net amounts in consolidated balance sheet Gross amounts not offset in consolidated balance sheet Amounts net of collateral in consolidated balance sheet Collateral pledged 8,963 (982) 7,981 192 - 8,173 2,932 (21,462) (18,530) (174) 8,185 (10,519) Butterﬁeld Annual Report 2013 91 The following table shows the location and amount of gains (losses) recorded in the consolidated statement of operations on derivatives outstanding as at 31 December 2013 and 2012. For the year ended Derivative instrument Interest rate swaps Spot and forward foreign exchange Foreign currency options Total net gains recognised in net income Consolidated statement of operations line item 31 December 2013 86 Net other gains 2,030 Foreign exchange revenue - Foreign exchange revenue 2,116 31 December 2012 - 1,823 (852) 971 NOTE 17: FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the ﬁnancial assets and liabilities that are measured at fair value on a recurring basis. Management classiﬁes these items based on the level of inputs used in their respective fair value determination, as described in Note 2. Management reviews the price of each security monthly, comparing market values to expectations and to the prior month’s price. Management’s expectations are based upon knowledge of prevailing market conditions and developments relating to speciﬁc issuers and/or asset classes held in the investment portfolio. Where there are unusual or signiﬁcant price movements, or where a certain asset class has performed out-of-line with expectations, the matter is reviewed by the Group Asset and Liability Committee. Financial instruments in Level 1 include listed equity shares and actively traded redeemable mutual funds. Financial instruments in Level 2 include equity securities not actively traded, certiﬁcates of deposit, corporate bonds, mortgage-backed securities and other asset-backed securities, interest rate swaps and caps and forward foreign exchange contracts, and mutual funds not actively traded. Financial instruments in Level 3 include non-redeemable private equity shares, corporate bonds, mortgage-backed securities and other asset-backed securities for which the market is relatively illiquid and for which information about actual trading prices is not readily available. Items that are recognised at fair value on a recurring basis: 31 December 2013 Fair value 31 December 2012 Fair value Level 1 Level 2 Level 3 Total carrying amount / fair value Level 1 Level 2 Level 3 Total carrying amount / fair value Financial assets Trading investments Debt securities issued by non-US governments Mutual funds Total trading Available-for-sale investments Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities guaranteed by non-US governments Corporate debt securities Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Pass-through note Equity securities Total available-for-sale Other assets - Derivatives Other assets - Fund Financial liabilities Other liabilities - Derivatives 92 - 5,842 5,842 3,546 43,940 47,486 - - - 3,546 49,782 53,328 - 5,337 5,337 5,231 51,217 56,448 - - - 5,231 56,554 61,785 84,571 - - 1,384,175 - - 84,571 1,384,175 - - 561,360 1,178,786 561,360 - - 1,178,786 - 88,454 - 88,454 - 90,042 - 90,042 - - - - - 378,809 71,882 142,889 - - 11,297 - - 378,809 83,179 142,889 - - - - 32,026 421,085 124,937 130,478 - - 11,164 - 32,026 421,085 136,101 130,478 - - - - 30,837 - - 2,181,617 - 34,007 - 45,304 30,837 34,007 - 2,226,921 - - - - 53 - 2,538,767 - 30,646 - - 30,646 53 41,810 2,580,577 - - 11,246 - - - 11,246 - - - (8,481) - - 4,397 (8,481) 4,397 - (29,552) - (29,552) - (1,889) - (1,889) There were no transfers between Level 1 and Level 2 during the years ended 31 December 2013 and 31 December 2012. The following table presents quantitative information about recurring fair value measurements of assets classiﬁed within Level 3 of the fair value hierarchy: Financial instrument type Asset-backed securities - Student loans Pass-through note Valuation technique Unadjusted third-party priced Unadjusted third-party priced 31 December 2013 11,297 34,007 The valuation techniques used for the Level 3 assets as presented in the above table, are described as follows: Unadjusted third-party Price Prices obtained from third-party pricing vendors or brokers that are used to record the fair value of the asset of which the related valuation technique and signiﬁcant unobservable inputs are not provided. • Asset-backed securities (“ABS”) – The ABS is a federal family education loan programme guaranteed student loan security and is valued using a non-binding broker quote. The fair value provided by the broker is based on the last trading price of similar securities but as the market for the security is illiquid, a Level 2 classiﬁcation is not supported. • Pass-through note (“PTN”) – The PTN consists of a pool of ﬂoating rate income securities (typically US sub-prime collateralised mortgage obligations and mortgage-backed securities). The third-party investment manager of the PTN determines the fair value of each underlying security within the PTN. The investment manager uses a variety of valuation techniques consistent with those disclosed in Note 2. Despite relying on the fair values provided by the investment manager, management is still responsible for the ﬁnal fair valuation used. Signiﬁcant increases (decreases) in any of the above inputs in isolation could result in a signiﬁcantly different fair value measurement. Generally a change in assumption used for the probability of defaults is accompanied by a directionally similar change in the assumption used for the loss severity. Level 3 reconciliation Carrying amount at beginning of year Purchases Proceeds from sales, paydowns and maturities Accretion recognised in net income Realised and unrealised gains (losses) recognised in other comprehensive income Foreign exchange translation adjustment Carrying amount at end of year 31 December 2013 Available- for-sale investments 41,810 - (5,542) 1,929 7,107 - 45,304 Closed ended fund 4,397 - (4,111) - - (286) - 31 December 2012 Closed ended fund 6,199 - (1,154) - Available- for-sale investments 38,155 - (4,992) 1,701 6,946 - 41,810 33 (681) 4,397 Items that are recognised at fair value on a non-recurring basis 31 December 2013 Fair value 31 December 2012 Fair value Other real estate owned Level 1 - Level 2 27,407 Level 3 - Total carrying amount / fair value 27,407 Level 1 - Level 2 34,360 Level 3 - Total carrying amount / fair value 34,360 The current carrying value of other real estate owned will be adjusted to fair value only when there is devaluation below cost. Butterﬁeld Annual Report 2013 93 Items other than those recognised at fair value on a recurring basis 31 December 2013 31 December 2012 Level Carrying amount Fair Appreciation / (depreciation) value Carrying amount Fair Appreciation / (depreciation) value Financial assets Level 1 Cash and cash equivalents Short-term investments Level 1 Investments held to maturity Level 2 Loans, net of allowance for credit losses Level 2 Financial liabilities Customer deposits Demand deposits Term deposits Deposits from banks Securities sold under agreement to repurchase Subordinated capital Level 2 Level 2 Level 2 Level 2 Level 2 1,730,472 54,981 333,394 1,730,472 54,981 315,534 - - (17,860) 1,542,526 76,213 239,342 1,542,526 76,213 244,793 - - 5,451 4,088,225 4,082,741 (5,484) 3,955,960 3,946,081 (9,879) 5,644,122 1,953,607 40,222 5,644,122 1,955,096 40,222 25,535 207,000 25,543 203,521 - (1,489) - (8) 3,479 5,324,105 1,942,667 126,466 5,324,105 1,944,531 126,466 109,021 260,000 109,021 254,127 - (1,864) - - 5,873 All of the held-to-maturity securities held by the Bank as at 31 December 2013 and 31 December 2012 are classiﬁed as Level 2 of the fair value hierarchy. NOTE 18: INTEREST RATE RISK The following table sets out the assets, liabilities and shareholders’ equity and off-balance sheet instruments on the date of the earlier of contractual maturity, expected maturity or repricing date. Use of this table to derive information about the Bank’s interest rate risk position is limited by the fact that customers may choose to terminate their ﬁnancial instruments at a date earlier than the contractual maturity or repricing date. Examples of this include ﬁxed-rate mortgages, which are shown at contractual maturity but which may pre-pay earlier, and certain term deposits, which are shown at contractual maturity but which may be withdrawn before their contractual maturity subject to prepayment penalties. Investments are shown based on remaining contractual maturities. The remaining contractual principal maturities for mortgage-backed securities (primarily US Government agencies) do not consider prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature. 31 December 2013 Earlier of contractual maturity or repricing date Within 3 months 3 to 6 months 6 to 12 months 1 to 5 years After 5 years Non-interest bearing funds (in $ millions) Assets Cash and deposits with banks Short-term investments Investments Loans Other assets Total assets Liabilities and shareholders’ equity Shareholders’ equity Demand deposits Term deposits Securities sold under agreement to repurchase Other liabilities Subordinated capital Total liabilities and shareholders’ equity Interest rate sensitivity gap Cumulative interest rate sensitivity gap 94 1,483 44 347 3,581 - 5,455 - 4,587 1,432 26 - 137 6,182 (727) (727) - 7 55 253 - 315 - 57 212 - - - 269 - 4 32 19 - 55 - - 123 - - - 123 - - 496 138 - 634 - - 215 - - 70 285 - - 1,634 27 - 1,661 - - - - - - - 247 - 50 70 384 751 803 1,012 - - 197 - 2,012 Total 1,730 55 2,614 4,088 384 8,871 803 5,656 1,982 26 197 207 8,871 46 (681) (68) (749) 349 (400) 1,661 1,261 (1,261) - - - 31 December 2012 Earlier of contractual maturity or repricing date Within 3 months 3 to 6 months 6 to 12 months 1 to 5 years After 5 years Non-interest bearing funds (in $ millions) Assets Cash and deposits with banks Short-term investments Investments Loans Other assets Total assets Liabilities and shareholders’ equity Shareholders’ equity Demand deposits Term deposits Securities sold under agreement to repurchase Other liabilities Subordinated capital Total liabilities and shareholders’ equity 1,326 64 673 3,490 - 5,553 - 4,505 1,576 109 - 90 6,280 - 8 314 180 - 502 - - 204 - - 100 304 - 4 43 41 - 88 - - 108 - - - 108 - - 559 100 - 659 - - 81 - - 45 126 Interest rate swaps 8 - (8) - - - 1,236 94 - 1,330 - - - - - 25 25 - 217 - 57 51 376 701 857 919 - - 214 - 1,990 - Interest rate sensitivity gap Cumulative interest rate sensitivity gap (719) (719) 198 (521) (28) (549) 533 (16) 1,305 1,289 (1,289) - Total 1,543 76 2,882 3,956 376 8,833 857 5,424 1,969 109 214 260 8,833 - - - NOTE 19: SUBORDINATED CAPITAL On 28 May 2003, the Bank issued US $125 million of Subordinated Lower Tier II capital notes. The notes were issued at par and in two tranches, namely US $78 million in Series A notes due 2013 and US $47 million in Series B notes due 2018. The issuance was by way of private placement with US institutional investors. The notes are listed on the Bermuda Stock Exchange (“BSX”) in the specialist debt securities category. Part proceeds of the issue were used to repay the entire amount of the US $75 million outstanding subordinated notes redeemed in July 2003. The notes issued under Series A paid a ﬁxed coupon of 3.94% until 27 May 2008 when it was redeemed in whole by the Bank. The Series B notes paid a ﬁxed coupon of 5.15% until 27 May 2013 when they became redeemable in whole at the Bank’s option. The Series B notes were priced at a spread of 1.35% over the 10-year US Treasury yield. On 2 April 2004, in conjunction with the acquisition of Leopold Joseph, the Bank assumed a subordinated debt of £5 million. The issuance was by way of private placement in the United Kingdom and paid a ﬁxed coupon of 9.29% until February 2012 when it became redeemable in whole at the option of the Bank and 10.29% thereafter until February 2017. During February 2012, the Bank exercised its option to redeem the United Kingdom note outstanding at face value. On 27 June 2005, the Bank issued US $150 million of Subordinated Lower Tier II capital notes. The notes were issued at par in two tranches, namely US $90 million in Series A notes due 2015 and US $60 million in Series B notes due 2020. The issuance was by way of private placement with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The notes issued under Series A paid a ﬁxed coupon of 4.81% until 2 July 2010 after which the coupon rate became ﬂoating and the principal became redeemable in whole at the Bank’s option. The Series B notes pay a ﬁxed coupon of 5.11% until 2 July 2015 when they also become redeemable in whole at the Bank’s option. The Series A notes were priced at a spread of 1.00% over the ﬁve-year US Treasury yield and the Series B notes were priced at a spread of 1.10% over the 10-year US Treasury yield. During September 2011, the Bank repurchased a portion of the outstanding 5.11% 2005 Series B Subordinated notes (“the Note”). The face value of the portion of the Note repurchased was $15 million and the purchase price paid for the repurchase was $13.875 million, which realised a gain of $1.125 million. On 27 May 2008, the Bank issued US $78 million of Subordinated Lower Tier II capital notes. The notes were issued at par and in two tranches, namely US $53 million in Series A notes due 2018 and US $25 million in Series B notes due 2023. The issuance was by way of private placement with US institutional investors. The notes are listed on the BSX in the specialist debt securities category. The proceeds of the issue were used to repay the entire amount of the US $78 million outstanding subordinated notes redeemed in May 2008. The notes issued under Series A paid a ﬁxed coupon of 7.59% until 27 May 2013 when they became redeemable in whole at the option of the Bank. In May 2013, the Bank exercised its option to redeem the Series A note outstanding at face value. The Series B notes pay a ﬁxed coupon of 8.44% until 27 May 2018 when they also become redeemable in whole at the Bank’s option. The Series B notes were priced at a spread of 4.51% over the 10-year US Treasury yield. No interest was capitalised during the years 2013 and 2012. Butterﬁeld Annual Report 2013 95 The following table presents the contractual maturity and interest payments for subordinated capital issued by the Bank as at 31 December 2013. The interest payments are calculated until contractual maturity using the current LIBOR rates. Interest payments until contractual maturity Interest rate Earliest date until date redeemable maturity date redeemable Contractual Interest rate from earliest date redeemable to contractual Principal Within 1 to 5 After maturity outstanding 1 year years 5 years 27-May-2013 2-Jul-2010 2-Jul-2015 27-May-2018 27-May-2018 2-Jul-2015 2-Jul-2020 27-May-2023 5.15% 4.81% 5.11% 8.44% 3 months US$ LIBOR + 2.000% 3 months US$ LIBOR + 1.095% 3 months US$ LIBOR + 1.695% 3 months US$ LIBOR + 4.929% - 47,000 1,056 3,693 90,000 1,207 - 903 45,000 2,300 5,143 1,529 25,000 2,110 8,037 5,820 207,000 6,673 17,776 7,349 Subordinated capital Bermuda 2003 issuance - Series B 2005 issuance - Series A 2005 issuance - Series B 2008 issuance - Series B Total NOTE 20: EARNINGS PER SHARE Earnings per share have been calculated using the weighted average number of common shares outstanding during the year after deduction of the shares held as treasury stock. The dilutive effect of share-based compensation plans was calculated using the treasury stock method, whereby the proceeds received from the exercise of share-based awards are assumed to be used to repurchase outstanding shares, using the average market price of the Bank’s shares for the year. Numbers of shares are expressed in thousands. Basic earnings per share (1) Basic earnings per share from continuing operations Basic earnings per share from discontinued operations Net income from continuing operations Less: Preferred dividends declared and guarantee fee Less: Premium on preferred share buyback Net income from continuing operations attributable to common shareholders Net income from discontinued operations Net income attributable to common shareholders Weighted average number of common shares issued Weighted average number of common shares held as treasury stock Adjusted weighted average number of common shares (in thousands) Diluted earnings per share (1) Diluted earnings per share from continuing operations Diluted earnings per share from discontinued operations Net (loss) income attributable to common shareholders Net income from discontinued operations Net income attributable to common shareholders For the year ended 31 December 2013 0.11 0.11 - 31 December 2012 0.01 - 0.01 78,160 (16,990) (2,756) 58,414 - 58,414 556,933 (7,567) 549,366 0.11 0.11 - 58,414 - 58,414 17,961 (18,000) (967) (1,006) 7,620 6,614 556,933 (2,515) 554,418 0.01 - 0.01 (1,006) 7,620 6,614 554,418 1,939 556,357 Adjusted weighted average number of common shares issued Weighted average number of dilutive share-based awards Adjusted weighted average number of diluted common shares (1)Due to rounding, earnings per share on continuing and discontinued operations may not sum to earnings per share amount on net income 549,366 4,205 553,571 The contingent value convertible preference shares are classiﬁed as participating securities as they are entitled to dividends declared to common shareholders on a 1:1 basis and are therefore included in the basic earnings per share calculation. During the year ended 31 December 2013, weighted-average options to purchase 31.8 million (31 December 2012: 33.3 million) shares of common stock (see Note 21), were outstanding. Only options where the option’s expense that will be recognised in the future and its exercise price was lower than the average market price of the Bank‘s common stock were considered dilutive and, therefore, included in the computation of diluted earnings per share. The dilution effect of such options is a net increase of 1.2 million of the weighted-average number of common shares outstanding on a fully diluted basis. The awards’ yet unrecognised expense is considered to be the proceeds the employees would need to pay to purchase accelerated vesting of the awards. 96 During the year ended 31 December 2013, the weighted-average number of outstanding awards of unvested common shares (see Note 21) was 8.6 million (31 December 2012: 7.2 million). All unvested awards of common shares were considered dilutive because each award’s unrecognised expense was lower than the average market price of the Bank‘s common stock. The awards’ unrecognised expense is considered to be the proceeds the employees would need to pay to purchase accelerated vesting of the awards. For purposes of calculating dilution, such proceeds are assumed to be used by the Bank to buy-back shares at the average market price. The weighted-average number of outstanding awards net of the assumed weighted-average number of shares bought-back is included in the number of diluted participating shares. Warrants issued to the Government of Bermuda in exchange for the Government’s guarantee of the preference shares, with an exercise price of $3.51 (31 December 2012: $3.61) for 4.28 million shares of common stock (31 December 2012: 4.15 million) were not included in the computation of earnings per share for the years ended 31 December 2013 and 2012 because the exercise price was greater than the average market price of the Bank‘s common stock. NOTE 21: SHARE-BASED PAYMENTS As at 31 December 2013, the Bank has three share-based compensation plans, which are described below. 1997 Stock Option Plan Prior to the capital raise on 2 March 2010, the Bank granted stock options to employees and Directors of the Bank that entitle the holder to purchase one common share at a subscription price equal to the market price on the effective date of the grant. Generally, the options granted vest 25 percent at the end of each year for four years, however as a result of the capital raise, the options granted under the Bank’s 1997 Stock Option Plan to employees became fully vested and options awarded to certain executives were surrendered. 2010 Stock Option Plan In conjunction with the capital raise, the Board of Directors approved the 2010 Stock Option Plan. Under the Plan, ﬁve per cent of the Bank’s fully diluted common shares, equal to approximately 29.5 million shares, are available for grant to certain ofﬁcers. In May 2012 the Board of Directors approved an increase to the options allowed to be granted under the 2010 Stock Option Plan to 50 million shares. Under the 2010 Stock Option Plan, options are awarded to Bank employees and executive management, based on predetermined vesting conditions that entitle the holder to purchase one common share at a subscription price usually equal to the last-traded common share price when granted and have a term of 10 years. Two types of vesting conditions upon which the options will be awarded comprise the 2010 Stock Option Plan, i.e.: Time Vesting Condition 50% of each option award is granted in the form of time vested options and vests 25% on each of the second, third, fourth and ﬁfth anniversaries of the effective grant date, subject to the option holder’s continued employment with the Bank. Performance Vesting Condition 50% of each option award is granted in the form of performance options and vests on a “valuation event” date (date any of the 2 March 2010 investors transfers at least 5% of total number of shares or the date that there is a change in control and any of the new investors achieve a multiple of invested capital (“MOIC”) based on predetermined MOIC tiers). In the event of a valuation event and the MOIC reaching 200% of the original $1.21 per share invested capital, all performance options would vest. The Bank determined that at 31 December 2013 the performance options granted have an aggregate fair value of $9.5 million (2012: $9.6 million). If the probability of a valuation event becomes more likely than not, some or all of the $9.5 million unrecognised expense relating to the performance options will be recognised as an expense. The table below presents the weighted average fair value of stock options granted: No options were granted in the year ended 31 December 2013 Weighted average fair value of stock options granted in the year ended 31 December 2012 Weighted average fair value of stock options granted in the year ended 31 December 2011 Weighted average fair value of stock options granted in the year ended 31 December 2010 Time vested options N/A $0.42 $0.41 $0.62 Performance options N/A $0.44 $0.43 $0.66 Butterﬁeld Annual Report 2013 97 The table below presents the number of shares transferable upon exercise of the options outstanding: For the year ended 31 December 2013 Number of shares transferable upon exercise (thousands) Weighted average exercise price ($) Weighted average remaining life (years) 2010 Stock 1997 Stock Option Plan Option Plan Total Aggregate 2010 Stock intrinsic value 1997 Stock 1997 Stock Option Plan Option Plan Option Plan Option Plan ($ thousands) 2010 Stock Outstanding at beginning of year Granted Exercised Forfeited / cancelled Resignation / Retirement / Redundancy Expiration at end of plan life Outstanding at the end of the year Vested and exercisable at the end of the year 4,577 - - (1) - (584) 28,750 33,327 - (596) (303) - (596) (302) (44) - (44) (584) 12.77 1.18 15.78 - 12.70 1.17 1.17 1.17 - - - - - - - 3,992 27,808 31,800 12.78 1.18 3.12 6.65 8,636 3,992 6,429 10,421 12.78 1.17 3.12 6.41 For the year ended 31 December 2012 Number of shares transferable upon exercise (thousands) Weighted average exercise price ($) Weighted average remaining life (years) 1997 Stock Option Plan 2010 Stock Option Plan Total 1997 Stock Option Plan 2010 Stock Option Plan 1997 Stock Option Plan 2010 Stock Option Plan Outstanding at beginning of year Granted Exercised Forfeited / cancelled Resignation / Retirement / Redundancy Expiration at end of plan life Outstanding at the end of the year Vested and exercisable at the end of the year 5,269 - (543) - (149) 28,363 33,632 3,100 (5) (2,605) 3,100 (5) (2,062) 12.75 1.22 1.25 13.82 1.21 (646) - (646) (149) - 6.87 1.21 4,577 28,750 33,327 12.81 1.22 3.98 7.64 1,245 4,577 3,598 8,175 12.81 1.21 3.98 7.37 Employee Deferred Incentive Plan (“EDIP”) Under the Bank’s EDIP, shares were awarded to Bank employees and executive management based on time-vesting condition, which states that the shares will vest equally over a three-year period from the effective grant date, subject to the employee’s continued employment with the Bank. The table below presents the number of shares transferable upon vesting of the shares: For the year ended 31 December 2013 Number of shares transferable upon vesting (thousands) 1,976 1,367 (755) (8) (397) 2,183 31 December 2012 Number of shares transferable upon vesting (thousands) 1,276 1,554 (477) (377) - 1,976 Outstanding at beginning of year Granted Vested Forfeited / cancelled Resignation / Retirement / Redundancy Outstanding at the end of the year 98 Aggregate intrinsic value ($ thousands) - - - - - - 2011 and 2012 Executive Long-Term Incentive Share Plan (“ELTIP”) Under the Bank’s ELTIP, shares were awarded to Bank employees and executive management based on predetermined vesting conditions. Two types of vesting conditions upon which the shares will be awarded comprise the ELTIP: Time Vesting Condition 50% of each share award is granted in the form of time vested shares, vesting equally over a three-year period from the effective grant date, subject to the employee’s continued employment; and Performance Vesting Condition 50% of each share award is granted in the form of performance shares, vesting upon the achievement of certain performance targets in the three-year period from the effective grant date. 2013 Executive Long-Term Incentive Share Plan (“2013 ELTIP”) Under the Bank’s 2013 ELTIP, performance shares were awarded to executive management. These shares will vest upon the achievement of certain performance targets in the three-year period from the effective grant date. The Board of Directors approved the 2013 Employee Deferred Incentive Plan and the 2013 Executive Long-Term Incentive Share Plan on 26 February 2013. The table below presents the number of shares transferable upon vesting of the shares: Outstanding at beginning of year Granted Vested Forfeited / cancelled Resignation / Retirement / Redundancy Outstanding at the end of the year 31 December 2013 Number of shares transferable upon vesting (thousands) 5,231 3,520 (900) (1,110) (300) 6,441 For the year ended 31 December 2012 Number of shares transferable upon vesting (thousands) 2,515 4,056 (928) (412) - 5,231 The following table presents the share-based compensation cost that has been charged against net income and the value of share-based settlements. Share-based compensation plans Awards granted in year 2010 and after - continuing operations Awards granted in year 2010 and after - discontinued operations Total share-based compensation Share-based settlement plans Directors’ shares and retainers settlement plan Total share-based payments 31 December 2013 31 December 2012 Stock option plan EDIP and ELTIP Stock option plan Total EDIP and ELTIP Total For the year ended 1,486 4,861 6,347 1,398 3,723 5,121 - 1,486 - 4,861 - 6,347 - 1,398 63 3,786 173 6,520 63 5,184 293 5,477 The following table presents the unrecognised expense attributable to each plan. Unrecognised expense 2010 Stock Option Plan Time vesting options Performance vesting options EDIP 2011, 2012, 2013 ELTIP Time vesting shares Performance vesting shares Total unrecognised expense 31 December 2013 31 December 2012 As at 1,826 9,479 1,614 727 3,978 17,624 3,665 9,608 1,557 1,914 2,358 19,102 Butterﬁeld Annual Report 2013 99 Directors’ Compensation The Bank’s Non-Executive Directors received their annual retainer compensation in the form of cash or fully vested and unrestricted Bank shares. NOTE 22: SHARE BUY-BACK PLANS The Bank initially introduced two share buy-back programmes on 1 May 2012 as a means to improve shareholder liquidity and facilitate growth in share value. Each programme was approved by the Board of Directors for a period of 12 months, in accordance with the regulations of the BSX. The BSX must be advised monthly of shares repurchased and cancelled by the Bank. Common Share Buy-Back Programme The Board of Directors approved the 2012 common share buy-back programme on 1 May 2012 with up to six million common shares authorised to be acquired. On 10 December 2012, the Board approved increasing the number of common shares to be acquired up to 10 million. Effective 1 April 2013, the Board cancelled the 2012 common share buy-back programme and approved the 2013 common share buy-back programme for the purchase of up to 10 million common shares. On 2 December 2013, the Board increased the total number of common shares authorised to be purchased for treasury to 15 million. Total common share buy-backs for the year ending 31 December were as follows: Acquired number of shares (to the nearest 1) Average cost per common share Total cost (in Bermuda dollars) 2013 4,038,482 1.39 5,610,907 2012 Total 7,260,051 11,298,533 1.29 8,999,061 14,609,968 1.24 Preference Share Buy-Back Programme The Board of Directors approved the 2012 preference share buy-back programme on 1 May 2012 with up to 2,000 preference shares authorised to be purchased for cancellation. On 10 December 2012, the Board approved increasing the number of preference shares to be purchased for cancellation up to 8,000. During the second quarter of 2013, the Board approved the 2013 preference share buy-back programme authorising in total the purchase and cancellation of up to 15,000 preference shares. On 2 December 2013, the Board increased the total number of preference shares authorised to be repurchased and cancelled to 26,600 preference shares. Total preference share buy-backs for the year ending 31 December were as follows: Acquired number of shares (to the nearest 1) Average cost per preference share Total cost (in Bermuda dollars) 2013 11,972 1,230.26 14,728,624 Total 2012 16,394 4,422 1,218.40 1,227.06 5,387,777 20,116,401 From time to time the Bank’s associates, insiders and insiders’ associates as deﬁned by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to the programme, but under BSX regulations such trades must not be pre-arranged and all repurchases must be made in the open market. Prices paid by the Bank must not, according to BSX regulations, be higher than the last independent trade for a “round lot”, deﬁned as 100 shares or more. NOTE 23: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below presents the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component for the year ended: Unrealised losses on translation of net investment in foreign operations (10,487) Unrealised gains (losses) on available- for-sale investments 44,781 2,855 (7,632) (84,917) (40,136) 31 December 2013 Balance at beginning of year Other comprehensive income (loss), net of taxes Balance at end of year Employee future beneﬁts Post- retirement healthcare 1,178 Subtotal - employee future beneﬁts (46,817) Total AOCL (12,523) 5,546 6,724 17,925 (28,892) (64,137) (76,660) Pension (47,995) 12,379 (35,616) 100 Unrealised losses on translation of net investment in foreign operations (11,321) Unrealised gains (losses) on available- for-sale investments 1,663 834 (10,487) 43,118 44,781 Employee future beneﬁts Post- retirement healthcare 8,871 Subtotal - employee future beneﬁts (31,644) Total AOCL (41,302) (7,693) 1,178 (15,173) (46,817) 28,779 (12,523) Pension (40,515) (7,480) (47,995) 31 December 2012 Balance at beginning of year Other comprehensive income (loss), net of taxes Balance at end of year The net change in each component of AOCL is as follows: Line item in the consolidated statement of operations, if any For the year ended 31 December 2013 31 December 2012 Net unrealised (loss) gains on translation of net investment in foreign operations adjustments Foreign currency translation adjustments Net investment hedge gains (losses) Net change Available-for-sale investment adjustments Gross unrealised gains (losses) arising during the year Reclassiﬁcation of realised gains (losses) to net income Foreign currency translation adjustments of related balances Net change Employee future beneﬁts adjustments Net actuarial gain (loss) arising during the year on deﬁned beneﬁt pension Net actuarial gain (loss) arising during the year on post-retirement medical beneﬁts Amortisation of actuarial gains (losses) on deﬁned beneﬁt pension Amortisation of prior period service credit on post-retirement medical beneﬁts Amortisation of actuarial gains (losses) on post-retirement medical beneﬁts Change in deferred taxes Foreign currency translation adjustments of related balances Net change N/A 5,963 (3,108) 2,855 (84,139) Net realised gains on available-for-sale investments (61) N/A N/A N/A (717) (84,917) 11,755 10,023 9,957 (9,123) 834 39,427 2,028 1,663 43,118 (9,864) (3,048) Salaries and other employee beneﬁts 1,644 1,366 Salaries and other employee beneﬁts (6,719) (6,719) Salaries and other employee beneﬁts N/A N/A 2,242 (1,656) 636 17,925 2,074 955 63 (15,173) Other comprehensive income (loss) (64,137) 28,779 NOTE 24: CAPITAL STRUCTURE Authorised Capital The Bank’s total authorised share capital as of 31 December 2013 and 2012 consisted of (i) 26 billion common shares of par value BD$0.01, (ii) 100,200,001 preference shares of par value US$0.01 and (iii) 50 million preference shares of par value £0.01. Preference Shares On 22 June 2009, the Bank issued 200,000 Government guaranteed, 8.00% non-cumulative perpetual limited voting preference shares (the “preference shares”). The issuance price was US$1,000 per share. The preference share buy-backs are disclosed in “Note 22: Share Buy-Back Plans.” The preference share principal and dividend payments are guaranteed by the Government of Bermuda. At any time after the expiry of the guarantee offered by the Government of Bermuda, and subject to the approval of the Bermuda Monetary Authority, the Bank may redeem, in whole or in part, any preference shares at the time issued and outstanding, at a redemption price equal to the liquidation preference plus any unpaid dividends at the time. Butterﬁeld Annual Report 2013 101 Holders of preference shares will be entitled to receive, on each preference share only when, as and if declared by the Board of Directors, non-cumulative cash dividends at a rate per annum equal to 8.00% on the liquidation preference of $1,000 per preference share payable quarterly in arrears. In exchange for the Government’s commitment, the Bank issued to the Government 4,279,601 warrants to purchase common shares of the Bank at an exercise price of $7.01. The warrants expire on 22 June 2019. During 2010, the warrants issued to the Government were adjusted in accordance with the terms of the guarantee and as a result the Government now holds 4,150,774 warrants with an exercise price of $3.61 as at 31 December 2013. On 11 May 2010 the Bank’s Rights offering was over subscribed with the maximum allowable number of rights of 107,438,016 exercised and subsequently converted on the ratio of 0.07692 contingent value convertible preference (“CVCP”) shares for each right unit exercised amounting to 8,264,157 CVCP shares issued. The CVCP shares have speciﬁc rights and conditions attached, which is explained in detail in the prospectus of the rights offering. Dividend Declared During the year ended 31 December 2013, the Bank declared cash dividends totalling $0.07 (2012: nil) for each common share and contingent value convertible preference share on record as of the related record dates. During the years ended 31 December 2013 and 2012, the Bank declared the full 8.00% cash dividends on preference shares in each quarter. Regulatory Capital The Bank is subject to Basel II which is a risk-based capital adequacy framework developed by the Basel Committee on Banking Supervision (the “Basel Committee”) and has been endorsed by the central bank governors and heads of bank supervision of the G10 countries. In December 2008, the Bermuda Monetary Authority published ﬁnal rules, effective 1 January 2009, with respect to the implementation of the Basel II framework. From this date the Bank has calculated its capital requirement on the Standardised approach under Basel II requirements. The Bank is fully compliant with all regulatory capital requirements and maintains capital ratios in excess of regulatory minimums as at 31 December 2013 and 31 December 2012. The following table sets forth the Bank’s capital adequacy in accordance with Basel II framework: Capital Tier 1 capital Tier 2 capital Deductions Total capital Weighted Risk Assets Total weighted risk assets Capital Ratios (%) Tier 1 common Tier 1 Total Total capital 31 December 2013 31 December 2012 823,577 169,221 - 992,798 792,266 244,225 (2,935) 1,033,556 4,197,744 4,275,055 15.2% 19.6% 23.7% 14.0% 18.5% 24.2% NOTE 25: INVESTMENT IN AFFILIATES On 5 April 2012, the Bank sold its 27.76% interest in Island Heritage Holdings Ltd., a Cayman-based insurance company, to BF&M Limited. The sale was completed in the second quarter of 2012 with gross proceeds on the sale of $18.5 million, resulting in a gain of $4.2 million. During December 2013, the Bank sold its 30% interest in Friesenbruch-Meyer Insurance Ltd., a Bermuda-based insurance company, for $3.4 million, resulting in a gain of $0.4 million. At 31 December 2013, the Bank recognised a $3.8 million impairment loss in one of its investments in afﬁliate as the decline in fair value of the investment was considered other than temporary. NOTE 26: VARIABLE INTEREST ENTITIES The Bank had no investments in variable interest entities for which it was deemed the primary beneﬁciary for the years ended 31 December 2013 and 2012. The Bank has equitable mortgages in two hospitality-related companies that have been placed under receivership, and as the Bank is an equity holder at risk, the hospitality-related companies were considered to be variable interest entities. As the Bank did not have the legal power to direct the activities of the companies that most signiﬁcantly impact the company’s economic performance, it was considered not to be the primary beneﬁciary. 102 NOTE 27: INCOME TAXES The Bank is incorporated in Bermuda, and pursuant to Bermuda law is not taxed on either income or capital gains. The Bank’s subsidiaries in the Cayman Islands and The Bahamas are not subject to any taxes in their respective jurisdictions on either income or capital gains under current law applicable in the respective jurisdictions. The Bank’s subsidiaries in the United Kingdom, Guernsey, Barbados (prior to disposal) and Switzerland are subject to the tax laws of those jurisdictions. For the years ended 31 December 2013 and 2012, the Bank did not record any unrecognised tax beneﬁts or expenses and has no uncertain tax positions as at 31 December 2013 and 2012. The Bank records income taxes based on the enacted tax laws and rates applicable in the relevant jurisdictions for each of the years ended 31 December 2013 and 2012. For the years ended 31 December 2013 and 2012, the Bank did not incur any interest or pay any penalties. The components of income taxes attributable to the Bank’s subsidiaries’ operations were as follows: Income taxes in consolidated statement of operations Current tax expense Deferred tax expense Total tax expense 31 December 2013 31 December 2012 859 32 891 936 4,954 5,890 The reconciliation between the Bank’s effective tax rate on income from continuing operations and the statutory tax rate is as follows: Income tax expense at Bermuda corporation tax rate of 0% Income tax expense in international ofﬁces taxed at different rates Change in valuation allowance Prior year tax adjustments Tax loss carried forward Other - net Income tax expense (beneﬁt) at effective tax rate Deferred income tax asset Tax loss carried forward Pension liability Fixed assets Allowance for compensated absence Onerous leases Other Deferred income tax asset Less: valuation allowance Net deferred income tax assets Deferred income tax liability Other Net deferred income tax asset For the year ended 31 December 2013 % - 2 (1) 1 - - 2 $ - 1,714 (1,116) 587 - (294) 891 31 December 2012 % - 4 17 4 - - 25 $ - 841 4,132 900 - 17 5,890 31 December 2013 31 December 2012 4,173 201 815 10 12 - 5,211 (4,304) 907 (5) 902 5,818 615 510 10 12 (225) 6,740 (5,378) 1,362 - 1,362 Management assesses the available positive and negative evidence to estimate if sufﬁcient future taxable income will be generated to use the existing deferred tax assets. A signiﬁcant piece of objective negative evidence evaluated was the cumulative loss incurred in the UK bank over the three-year period ended 31 December 2012. Such objective evidence limits the ability to consider other subjective evidence such as projections for future growth. On the basis of this evaluation, as of 31 December 2013, a valuation allowance of $4.3 million (2012: $5.4 million) has been recognised to record only the portion of the deferred tax asset that more likely than not will be realised. The amount of the deferred tax asset considered realisable, however, could be adjusted if estimates of future taxable income during the carry-forward period are reduced or increased, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. Butterﬁeld Annual Report 2013 103 Operating Loss and Tax Credit Carry Forward The Bank has net taxable losses carry forwards related to the Bank’s international operations of approximately $20 million, which have an indeﬁnite life. NOTE 28: RELATED PARTY TRANSACTIONS Charitable Trust The Bank historically has provided a loan facility to the Charitable Trust. During December 2012, the carrying value of the loan was repaid and subsequently the Charitable Trust was terminated. Financing Transactions As of 17 May 2005, the Bank established a programme to offer loans with preferential rates to eligible Bank employees, subject to certain conditions set by the Bank and provided that such employees meet certain credit criteria. Loan payments are serviced by automatically debiting the employee’s chequing or savings account with the Bank. Applications for loans are handled according to the same policies as those for the Bank’s regular retail banking clients. The Bank’s ability to offer preferential rates on loans depends upon a number of factors, including market conditions, regulations and the Bank’s overall proﬁtability. The Bank has the right to change its employee loan policy at any time after notifying participants. The staff loans outstanding at 31 December 2013 amount to $222.2 million (2012: $225.7 million) resulting in an interest rate beneﬁt to employees of $5.7 million (2012: $6.2 million). Certain Directors of the Bank, companies in which they are principal owners, and trusts in which they are involved, have loans with the Bank. These loans were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements. As at 31 December 2013, related party Director loan balances were $68.6 million (2012: $3.1 million). On 27 June 2013, the Bank executed a $95 million loan agreement with an investment fund managed by a signiﬁcant shareholder which provides for maturity on 30 June 2017. This loan was made in the ordinary course of business on normal commercial terms. At 31 December 2013, $95 million was outstanding under this agreement. For the year ended 31 December 2013, $1.8 million of interest income has been recognised in the consolidated statement of operations. Capital Transaction Canadian Imperial Bank of Commerce (“CIBC”) and funds associated with the Carlyle Group each hold approximately 19% of the Bank’s equity voting power, along with the right to each designate two persons for nomination for election by the shareholders as members of the Bank’s Board of Directors. Repurchase Facility Agreement During 2013, the Bank entered into a repurchase facility agreement for a $225 million line of repurchase facility at market rates and terms with CIBC. At 31 December 2013, the repurchase agreement balance with CIBC was $25.5 million (2012: $nil). Financial Instruments With Related Parties At 31 December 2013, the Bank held $112.1 million (2012: $125.3 million) in cash and cash equivalents with CIBC. As at 31 December 2013 the Bank held forward foreign exchange contracts with CIBC with a notional amount of $317.1 million (2012: $318.6 million) with unrealised gains of $1.1 million (2012: gain of $0.7 million) and foreign currency swaps with a notional amount of $nil (2012: $89.4 million) with unrealised losses of $nil (2012: loss of $8.7 million). Balance Sheet Management Advisory Agreement From 1 October 2010, the Bank had retained Carlyle Investment Management LLC, an afﬁliated company of the Carlyle Group, to provide balance sheet management advisory services, including advisory services on valuation assignments. Effective 31 July 2012, the investment advisory business previously conducted by Carlyle Investment Management LLC was transferred to Alumina Investment Management LLC (“Alumina”) and the Bank agreed to the transfer of its contract to Alumina. The Carlyle Group holds a 15% interest in Alumina and as Alumina is not considered afﬁliated with the Carlyle Group, the related-party transaction ceased on the effective date. NOTE 29: COMPARATIVE INFORMATION Certain prior-year ﬁgures have been reclassiﬁed to conform to current year presentation. Cash and cash equivalents and deposits as at 31 December 2012 have been reduced by $109 million with a corresponding reduction in cash ﬂows provided by ﬁnancing activities. NOTE 30: SUBSEQUENT EVENTS On 2 January 2014, the Bank fully redeemed the 2005 issuance Series A subordinated debt for its nominal value of $90 million. On 13 January 2014, the Bank reached an agreement in principle to acquire the trust and corporate services business of Legis Group, an independent ﬁnancial services company based in Guernsey. On 25 February 2014, the Board of Directors declared a fourth interim dividend of $0.01 per common and contingent value convertible preference share and a special dividend of $0.01 per common and contingent value convertible preference share, to be paid on 28 March 2014 to shareholders of record on 14 March 2014. The Bank has performed an evaluation of subsequent events through to 25 February 2014, the date the ﬁnancial statements were issued. 104 Shareholder Information Butterﬁeld Annual Report 2013 105 DIRECTORS’ AND EXECUTIVE OFFICERS’ SHARE INTERESTS AND DIRECTORS’ SERVICE CONTRACTS In accordance with Regulation 6.8(3) of Section IIA of the Bermuda Stock Exchange Listing Regulations, the total interests in common shares and contingent value convertible preference shares of the Bank by all Directors and Executive Ofﬁcers* at 31 December 2013 was 4,127,901 shares. In addition, this group also has interests in 70 non-cumulative perpetual limited voting preference shares. As of 31 December 2013, Executive Ofﬁcers also had interests in 14,600,000 stock options pursuant to the 2010 Stock Option Plan that vest in accordance with timelines established by the Plan. None of the Directors or Executive Ofﬁcers had any interest in any debt securities issued by the Bank or its subsidiaries as at 31 December 2013 and, as of that date, there were no other equity securities issued by the Bank. There are no service contracts with Directors, except for that of Brendan McDonagh, Chairman & Chief Executive Ofﬁcer, whose contract expires on 5 April 2015. Save for the foregoing contract, and those arrangements described in Note 28 to the Bank’s 31 December 2013 consolidated ﬁnancial statements, there are no other contracts of signiﬁcance subsisting during or at the end of the ﬁnancial year ended 31 December 2013 in which a Director of the Bank is or was materially interested, either directly or indirectly. *As listed on pages 6 and 7 of this Annual Report. EXCHANGE LISTING The Bank’s Shares are listed on the Bermuda Stock Exchange (BSX) and the Cayman Islands Stock Exchange (CSX), which are located at: BERMUDA STOCK EXCHANGE (Primary Listing) 30 Victoria Street Hamilton, HM 12 P.O. Box HM 1369 Hamilton HM FX Bermuda Tel: (441) 292 7212 Fax: (441) 292 7619 www.bsx.com CAYMAN ISLANDS STOCK EXCHANGE (Secondary Listing) Elizabethan Square, 4th Floor P.O. Box 2408 George Town, Grand Cayman KY1-1105 Cayman Islands Tel: (345) 945 6060 Fax: (345) 945 6061 www.csx.com.ky SHARE DEALING SERVICE Butterﬁeld Securities (Bermuda) Limited 65 Front Street Hamilton, HM 12 Bermuda Tel: (441) 299 3972 Fax: (441) 292 9947 E-mail: info@butterﬁeldgroup.com 106 106 SHARE PRICE Published daily in The Royal Gazette in Bermuda and available on Bloomberg Financial Markets (symbol: NTB BH). Also available on the BSX website. REGISTRAR AND TRANSFER AGENT Mitsubishi UFJ Fund Services 26 Burnaby Street Hamilton, HM 11 Bermuda Tel: (441) 299 3882 Fax: (441) 295 6759 E-mail: bntbshareholders@mitsubishiufjfundservices.com MEDIA RELATIONS / PUBLICATION REQUESTS Vice President, Communications, Brand & Public Affairs Tel: (441) 299 1624 E-mail: mark.johnson@butterﬁeldgroup.com INVESTOR RELATIONS Executive Vice President, Chief Financial Ofﬁcer Tel: (441) 298 4758 E-mail: john.maragliano@butterﬁeldgroup.com WRITTEN NOTICE OF SHARE REPURCHASE PROGRAMME — BSX REGULATION 6.38 Common Share Buy-Back Programme: The Board of Directors approved the 2012 common share buy-back programme on 1 May 2012 with up to 6 million common shares authorised to be acquired. On 10 December 2012, the Board approved increasing the number of common shares to be acquired up to 10 million. Effective 1 April 2013, the Board cancelled the 2012 common share buy-back programme and approved the 2013 common share buy-back programme for the purchase of up to 10 million common shares. On 2 December 2013, the Board increased the total number of common shares authorised to be purchased for treasury from 10 million to 15 million. Preference Share Buy-Back Programme: The Board of Directors approved the 2012 preference share buy-back programme on 1 May 2012 with up to 2,000 preference shares authorised to be purchased for cancellation. On 10 December 2012, the Board approved increasing the number of preference shares to be purchased for cancellation up to 8,000. During the second quarter of 2013, the Board approved the 2013 preference share buy-back programme, authorising in total the purchase and cancellation of up to 15,000 preference shares. On 2 December 2013, the Board increased the total number of preference shares authorised to be repurchased and cancelled from 15,000 to 26,600. During 2013, the Bank repurchased 4,038,482 common shares to be held as treasury shares at a cost of $5.6 million, and 11,972 preference shares, which were subsequently cancelled, at a cost of $14.7 million. From time to time, the Bank’s associates, insiders and insiders’ associates as deﬁned by the BSX regulations may sell shares, which may result in such shares being repurchased pursuant to the Programme, but under BSX regulations, such trades must not be pre-arranged and all repurchases must be made in the open market. Prices paid by the Bank must not, according to BSX regulations, be higher than the last independent trade for a “round lot” deﬁned as 100 shares or more. In addition, and separate to the above, the Bank’s Stock Option Trust may from time to time purchase shares of the Bank through the BSX to satisfy the Bank’s obligations with respect to the Stock Option Plan. No shares were purchased this way in the 12 months to 31 December 2013. The Bank will continue to advise the BSX monthly of shares repurchased and cancelled by the Bank and shares purchased by the Bank’s Stock Option Trust. LARGE SHAREHOLDERS As at 31 December 2013, the following were registered holders of 5% or more of the issued share capital:* Carlyle Global Financial Services Partners LP, 19.38% Canadian Imperial Bank of Commerce, 18.85% Wellcome Trust Investments, 6.89% Ithan Creek Master Investor (Cayman) LP, 6.79% Rosebowl Western, 6.79% *Includes common and contingent value convertible preference shares and excludes treasury shares held. PRINCIPAL OFFICES & SUBSIDIARIES This list does not include all companies in the Group. The Bank of N.T. Butterﬁeld & Son Limited Group Parent Company, Community Banking, Corporate Banking, Private Banking, Credit and Treasury Services Head Ofﬁce 65 Front Street Hamilton, HM 12 Bermuda Tel: (441) 295 1111 Fax: (441) 292 4365 SWIFT: BNTB BM HM E-mail: info@butterﬁeldgroup.com Mailing Address: P.O. Box HM 195 Hamilton, HM AX Bermuda BERMUDA Country Head: Michael Collins, Senior Executive Vice President Butterﬁeld Asset Management Limited Investment Management Managing Director: Michael Neff 65 Front Street Hamilton, HM 12 Bermuda Tel: (441) 299 3817 Fax: (441) 292 9947 E-mail: info@butterﬁeldgroup.com Butterﬁeld Securities (Bermuda) Limited Brokerage Services 65 Front Street Hamilton, HM 12 Bermuda Tel: (441) 299 3972 Fax: (441) 292 9947 E-mail: info@butterﬁeldgroup.com Butterﬁeld Trust (Bermuda) Limited Grosvenor Trust Company Limited Trust & Fiduciary Services Managing Director: Martin Pollock 65 Front Street Hamilton, HM 12 Bermuda Tel: (441) 299 3980 Fax: (441) 292 1258 E-mail: info@butterﬁeldgroup.com THE BAHAMAS Butterﬁeld Trust (Bahamas) Limited Trust & Fiduciary Services Managing Director: Julien Martel 3rd Floor, Montague Sterling Centre, East Bay Street P.O. Box N-3242 Nassau, N.P. The Bahamas Tel: (242) 393 8622 Fax: (242) 393 3772 E-mail: bahamas@butterﬁeldgroup.com CAYMAN ISLANDS Butterﬁeld Bank (Cayman) Limited Community Banking, Corporate Banking, Private Banking, Asset Management Managing Director: Conor O’Dea Butterﬁeld Place 12 Albert Panton Street P.O. Box 705 Grand Cayman KY1-1107 Cayman Islands Tel: (345) 949 7055 Fax: (345) 949 7004 E-mail: cayman@butterﬁeldgroup.com Butterﬁeld Trust (Cayman) Limited Trust & Fiduciary Services Managing Director: Brian Balleine Butterﬁeld House 68 Fort Street P.O. Box 705 Grand Cayman KY1-1107 Cayman Islands Tel: (345) 949 7055 Fax: (345) 949 7004 E-mail: trust.cayman@butterﬁeldgroup.com Butterﬁeld Annual Report 2013 107 GUERNSEY Butterﬁeld Bank (Guernsey) Limited Private Client and Institutional Banking, Credit, Investment Management, Custody and Custodian Trustee Services, Administered Banking Managing Director: John Robinson P.O. Box 25 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 3AP Channel Islands Tel: (44) 1481 711 521 Fax: (44) 1481 714 533 E-mail: guernsey@butterﬁeldgroup.com Butterﬁeld Trust (Guernsey) Limited Trust & Fiduciary Services Managing Director: Paul Hodgson P.O. Box 25 Regency Court Glategny Esplanade St Peter Port Guernsey GY1 3AP Channel Islands Tel: (44) 1481 711 521 Fax: (44) 1481 728 665 E-mail: guernsey@butterﬁeldgroup.com SWITZERLAND Butterﬁeld Trust (Switzerland) Limited Trust & Fiduciary Services Managing Director: Jim Parker Boulevard des Tranchées 16 1206 Geneva Switzerland Tel: (41) 22 839 0000 Fax: (41) 22 839 0099 E-mail: switzerland@butterﬁeldgroup.com UNITED KINGDOM Butterﬁeld Bank (UK) Limited Private Banking, Asset Management, Credit and Treasury Services Managing Director: Raymond Sykes 99 Gresham Street London, EC2V 7NG United Kingdom Tel: (44) 207 776 6700 Fax: (44) 207 776 6701 E-mail: info@uk.butterﬁeldgroup.com 108 Butterfield is committed to environmentally conscious Butterfield is committed to environmentally conscious printing. The following savings to our natural resources were printing. The following savings to our natural resources were realised in the printing of this Annual Report: realised in the printing of this Annual Report: Energy: 8,611,804 BTUs Energy: 8,611,804 BTUs Trees: 12 Trees: 12 Wastewater: 19,550 liters Wastewater: 19,550 liters Air Emissions: 510 kg Air Emissions: 510 kg Solid Waste: 259 kg Solid Waste: 259 kg 923_1 BNTB AR Cover 2013_PR_F.indd 4 14-03-20 5:02 PM 923_1 BNTB AR Cover 2013_PR_F.indd 1 14-03-21 9:39 AM

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