Bank of N.T. Butterfield & Son Ltd Annual Report 2014

Plain-text annual report

A N N U A L R E P O R T 2 0 1 4 COVER: Locking mechanism of the Chatwood vault installation, Main Banking Hall, Head Office, The Bank of N.T. Butterfield & Son Limited, Hamilton, Bermuda (circa 1953). 1 1 BUTTERFIELD ANNUAL REPORT 2014 MESSAGE FROM THE CHAIRMAN & CHIEF EXECUTIVE OFFICER Dear Shareholders, The acquisitions contributed to a modest increase in core operating expenses of $3.2 million during the year, but we saw our core efﬁciency ratio improve Butterﬁeld delivered strong results in 2014, generating core earnings of to 67.7%, better by 390 basis points than 2013. Expenses as a percentage of $106.4 million, or $0.17 per share, which represent improvements of 39% and revenues continue to trend downwards as we experience efﬁciencies from the 55% over 2013, respectively. Return on shareholders’ equity, as measured by core installation of common core banking platforms in Bermuda/Cayman and Europe, cash return on average tangible common equity, was 15.1%, up from 10.3% the and the centralisation of key functions, as well as continued diligence in the previous year. maintenance of stafﬁng levels as revenues rise. Following the Bank’s recapitalisation ﬁve years ago, Butterﬁeld has posted core Looking forward, Butterﬁeld will continue to seek to deploy excess capital through proﬁts and continued to build capital with each successive year. Today, Butterﬁeld organic growth and prudent acquisitions in our core business areas—community is on a very solid footing, with a strong capital position and ample liquidity. Our banking and wealth management—in locations where we have a substantial core earnings are sustainable and growing. Our asset quality continues to improve. market presence and history, and a depth of expertise. In this way, we will continue to create sustainable value for our shareholders. Butterﬁeld has achieved these results against a backdrop of low interest rates and lagging economic recovery in our key markets, which has continued to suppress demand for loans and limit some transaction volumes. Our progress, therefore, is owed principally to our internal focus on expanding our core businesses to create value, rather than an external, macroeconomic lift. CREATING SUSTAINABLE VALUE Our strategy for growth is centred on the development of our core businesses in existing markets, coupled with diligent management of expenses, capital and risks. In April, Butterﬁeld completed the acquisition “Butterﬁeld is on a very solid footing, with a strong capital position and ample liquidity. Our core earnings are sustainable and growing. Our asset quality continues to improve.” IMPROVING ASSET QUALITY In 2014, Butterﬁeld completed the sales of two hotel properties in Bermuda that were in receivership. Those transactions contributed to a 31% reduction of gross non-accrual loans to $71.8 million, or 1.8% of total gross loans, from $104.1 million, or 2.5% of total gross loans, in 2013. Reﬂective of the protracted economic recovery affecting credit demand, loan run-offs exceeded gross loans written in Bermuda in 2014. Combined with the impact of unfavourable foreign exchange movements, offset by the acquisition of HSBC Cayman loans, the Group loan portfolio decreased by $69 million year over year. Over the same period, the of Legis Group’s Guernsey-based trust and corporate services business. The Bank’s investment portfolio grew by $400 million to $3.0 billion, 99.8% of which acquired personnel and clientele are complementary to our existing trust business was invested in A-or-better-rated securities. in Guernsey—where Butterﬁeld has operated for more than 40 years—and have added scale and expertise to our operations without the need for expansion of EFFECTIVELY MANAGING CAPITAL premises or signiﬁcant infrastructure investment. The Legis acquisition has been Earnings growth has driven organic growth of capital and, at year-end 2014, accretive to revenue and earnings, contributing signiﬁcantly to the $8.8 million increase Butterﬁeld’s Tier 1 and Total capital ratios were 19.0% and 22.2%, respectively, in non-interest income during 2014. well in excess of requirements. Late in the year, Butterﬁeld also expanded its presence in the Cayman Islands—the Bank’s second largest market—by completing the acquisition of During the year, the Bank called a $90 million tranche of subordinated debt, which lowered our annual debt interest expense. We also continued to repurchase shares select deposit and credit business from HSBC, which has exited the community and provided direct returns to shareholders in the form of dividends. The Bank banking business locally. With the onboarding of more than 3,800 new accounts, repurchased $17 million of common shares and $0.7 million of preference shares Butterﬁeld has added approximately $0.5 billion of deposits, enhancing our during the year, and paid common dividends totalling $0.05 per share, or lending capabilities and providing us with economies of scale that will continue to $27 million. Subsequent to year end, the Board declared interim (fourth quarter) drive our long-term growth in the market. and special common dividends of $0.01 each to be paid to common and contingent value convertible preference shareholders during the ﬁrst quarter of 2015. 2 RESPONDING TO REGULATORY CHANGES CONTRIBUTING TO OUR COMMUNITIES Butterﬁeld devoted signiﬁcant time and resources in 2014 to developing an At Butterﬁeld, we take our commitment to corporate citizenship seriously and, effective set of procedures and systems to enable us to be fully compliant with the with strong earnings and capital, we are able to provide support to worthy reporting requirements of the US Foreign Account Tax Compliance Act (“FATCA”). charities and programmes in the communities we call home. We provided We view FATCA as an important ﬁrst step in the ongoing process of improving donations, sponsorships and assistance to a range of non-proﬁt organisations transparency in international ﬁnancial services centres, which will serve to beneﬁt our industry. and community events in 2014, complete details of which are provided in the Community Involvement section of this Report, overleaf. We will continue to invest proactively in the development of internal procedures Reﬂecting on the successes of 2014, and looking ahead to another promising year and controls to ensure that Butterﬁeld is compliant with all applicable in 2015, I would like to thank our employees for their ongoing dedication and know-your-client, tax, and source-of-funds-related reporting requirements, contributions in meeting the needs of our clients. I look forward to working with and able to respond effectively and completely to information requests from them, and with my fellow Directors, as we continue to strengthen and grow the our regulators. BOARD MATTERS Bank for the beneﬁt of our shareholders and the wider community. Butterﬁeld’s 10-member Board and its various committees provide direction to and oversight of the management team as we work to effect progressive change and grow the Bank. Butterﬁeld has beneﬁted from a high degree of continuity Brendan McDonagh of service among both independent and non-independent Directors, and in 2014 Chairman & Chief Executive Ofﬁcer we had only one change of Director. In September, Victor Dodig retired from Butterﬁeld’s Board in advance of his appointment to the post of President & Chief Executive Ofﬁcer of CIBC. Shawn Beber replaced Mr. Dodig as one of CIBC’s representatives on the Board. BUTTERFIELD ANNUAL REPORT 2014 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 people in our communities. In 2014, Butterﬁeld was pleased to provide support to the following organisations and events: CULTURAL ORGANISATIONS & EVENTS Abbotsford Trust conserving Abbotsford House and its collections for the beneﬁt of current and future generations (UK) Bermuda National Trust Christmas Walkabout in St. George (Bermuda) Cayman Arts Festival bringing varied and diverse performances to Cayman to help entertain and educate (Cayman Islands) Cayman Carnival Batabano, the island’s national carnival providing youth with a platform to express their creativity and celebrate their Caribbean heritage (Cayman Islands) Cayman Drama Society promoting drama, music and allied arts, and producing dramatic and artistic entertainment (Cayman Islands) Cayman International Film Festival promoting Cayman as a ﬁlmmaking destination and supporting Cayman’s aspiring ﬁlmmakers (Cayman Islands) Guernsey Eisteddfod annual music, drama, dance and art festival (Guernsey) Cayman National Cultural Foundation Young At Arts Programme, an educational youth programme including after-school theatre instruction (Cayman Islands) Guernsey Sinfonietta concert (Guernsey) Guernsey Symphonic Winds November performance (Guernsey) European Piano Teachers Association annual recital and concert (Guernsey) Guernsey Air Display annual air show (Guernsey) Liberation Day Celebrations marking Guernsey’s liberation from German occupation in WWII (Guernsey) EDUCATION & INSTRUCTION National Children’s Festival of the Arts Young Musician of the Year Award (Cayman Islands) National Gallery of the Cayman Islands promoting and encouraging the appreciation and practice of the visual arts of and in the Cayman Islands (Cayman Islands) Rocquaine Regatta community day (Guernsey) St. James Concert and Assembly Hall (Guernsey) Simon Spillett Jazz Concert, an independently organised event to raise funds for the Saumarez Park playground (Guernsey) TEDx Seven Mile Beach, an independently organised TED event devoted to sharing world-changing ideas (Cayman Islands) Alpha Phi Alpha Fraternity providing mentoring to local students (Bermuda) The Bermuda School of Music providing music education to the island (Bermuda) Butterﬁeld School Supply Drive providing supplies to children at 23 schools (Bermuda) Kaleidoscope Arts Foundation, a community arts centre dedicated to teaching art to children (Bermuda) The Menuhin Foundation dedicated to bringing the art of string playing to Bermuda’s children (Bermuda) Sir Dudley A. Spurling Postgraduate Scholarship awarded to Marlena Tucker (Bermuda) Association of International Banks and Trust Companies Soft Skills Training Programme (The Bahamas) Bermuda Zoological Society inspiring appreciation and care of island environments (Bermuda) Butterﬁeld Undergraduate Scholarship awarded to Alexandra Anglin (Cayman Islands) Kiwanis Club Résumé Writing Workshop at the Ranfurly Home (The Bahamas) Sir Harry D. Butterﬁeld Scholarship awarded to Victoria Clarke (Bermuda) SPORTS PROGRAMMES & SPORTING EVENTS Academy Sports Club youth football programme (Cayman Islands) Butterﬁeld Bermuda Grand Prix 2014 cycling event (Bermuda) Cayman Islands Basketball Association (Cayman Islands) Cayman Islands Equestrian Federation providing training, organising competitions and working to prevent equine abuse (Cayman Islands) Cayman Islands Gymnastics Foundation providing scholarships to young gymnasts to further their development within the sport (Cayman Islands) Cayman Islands Golf Association supporting youth participation in golf (Cayman Islands) Cayman Islands Little League Association youth t-ball and baseball programme (Cayman Islands) 4 Cayman Islands Sailing Club providing youth sailing instruction (Cayman Islands) Cayman Islands Squash Association junior squash programme (Cayman Islands) Guernsey Sailing Trust enabling children from all walks of life to experience and enjoy sailing (Guernsey) Freedom Farm Baseball League for children aged four to 18 (The Bahamas) Guernsey Disability Football Club, a Special Olympics-afﬁliated club (Guernsey) Guernsey Sports Association for the Disabled, an active club for people with learning or physical disabilities (Guernsey) Cayman Islands Crisis Centre (Cayman Islands) Swan Rendezvous Regatta yacht racing competition (Guernsey) The Rock International Open (TRIO) kitesurﬁng competition (Cayman Islands) St. Patrick’s Day 5K Irish Jog supporting the Tigers Football Club youth football team (Cayman Islands) The Salvation Army meeting human needs and being a transforming inﬂuence in the community (Bermuda) Saumarez Park Playground Appeal raising funds for a new adventure playground at Saumarez Park (Guernsey) Save The Children working in 120 countries to save children’s lives, ﬁght for their rights and help them fulﬁl their potential (Guernsey) Spitalﬁelds Crypt Trust supporting people recovering from addiction (UK) Stroke Association funding research for stroke prevention and treatment, and supporting stroke survivors (UK) Wellbeing of Women dedicated to improving the health of women and babies across the UK (UK) HEALTH & HUMAN SERVICES Addington Fund providing homes for farming families who have left the industry and lost their homes (UK) AFASIC supporting parents and representing children with speech, language and communication needs (UK) All Saints Camp of St John the Divine, a refuge for people with HIV/AIDS (The Bahamas) The Back Up Trust supporting individuals who suffer from spinal cord injuries (UK) Bahamas Crisis Centre providing services to victims of abuse (The Bahamas) BBC Children In Need funding projects for disadvantaged youth (UK | Guernsey) Big Brothers Big Sisters of Bermuda helping children of single-parent homes realise their potential (Bermuda) Bilney Lane Children’s Home, an orphanage and foster home for children aged ﬁve to 18 (The Bahamas) Breast Cancer Foundation raising funds to support the ﬁght against breast cancer (Cayman Islands) The Royal British Legion providing practical, emotional and ﬁnancial support to all members of the British Armed Forces past and present, and their families (UK | Guernsey) Cancer Research UK funding research and providing information to the public to help beat cancer sooner (UK | Guernsey) The Coalition for the Protection of Children working to ensure the rights and needs of children in Bermuda are met (Bermuda) Havens Hospices caring for individuals with life-limiting illnesses and their families (UK) North London Hospice caring for those with potentially life-limiting illnesses (UK) Cayman Heart Fund developing programmes to reduce and prevent cardiovascular disease (Cayman Islands) Cayman Islands Crisis Centre providing safe, temporary shelter for women and children and assistance to all victims of abuse (Cayman Islands) Cayman Islands Hospice Care providing specialised nursing services and bereavement programmes (Cayman Islands) Cayman Islands Red Cross protecting human dignity by helping vulnerable people in crisis (Cayman Islands) Cayman Islands Veterans Association providing services and support to ex-servicemen and women (Cayman Islands) The Charitable Foundation for Physically Handicapped Children responding to the health, education and other needs of physically challenged children (Bermuda) Deaf Access promoting the equality of deaf people (UK) The Eliza DoLittle Society addressing the needs of Bermuda’s homeless population (Bermuda) Feed Our Future funding nutritionally balanced low cost or free meals to schoolchildren in need (Cayman Islands) Friends of Hospice supporting Agape House and hospice care in Bermuda (Bermuda) Great Ormond Street Hospital for Children dedicated to ﬁnding new and better ways to treat childhood illnesses (UK) Guernsey Chest & Heart Foundation providing free health screening services for the prevention and treatment of respiratory and circulatory disease (Guernsey) Guernsey Stroke Association supporting stroke patients and their families (Guernsey) Cheshire Home providing individual care and support for adults living with severe physical disabilities (Guernsey) Guernsey Town Centre Partnership promoting the improvement, protection and preservation of St Peter Port (Guernsey) Children’s Emergency Hostel providing temporary accommodation, food, clothing, medical care and other necessities to abandoned and neglected children (The Bahamas) Hands of Love Ministry providing feeding and clothing programmes for the community and employment and housing programmes for ex-prisoners (Bermuda) The Packwood Home seniors’ residence (Bermuda) Pink Ladies Cancer Charity breast cancer support group (Guernsey) Priaulx Premature Baby Foundation assisting the Neo Natal Unit and supporting families of premature babies (Guernsey) The Ranfurly Home For Children providing a safe haven for orphaned, abused, neglected or abandoned children (The Bahamas) Rotaract Club of Grand Cayman empowering students and young professionals to create positive change in their local communities (Cayman Islands) Rotary Club End Polio Now Campaign (Guernsey) St. John Ambulance & Rescue Service providing 24-hour accident and emergency cover and paramedic response and non-emergency patient transport (Guernsey) St. Saviour Community Centre fostering community spirit through social, leisure and community events (Guernsey) Help For Heroes supporting wounded servicemen and women and their families (Guernsey) Juvenile Diabetes Research Foundation funding research to cure, treat and prevent type 1 diabetes (Guernsey) LEPRA assisting people and communities affected by some of the world’s oldest and most neglected diseases (UK) Macmillan Cancer Support providing practical medical and ﬁnancial support for better cancer care (UK) Maggie’s Centres offering practical, emotional, and social support for people with cancer (UK) Maison St. Pierre providing accommodation and life- skills training for homeless women and their children (Guernsey) Meals On Wheels delivering meals to seniors (Cayman Islands) Mercury Phoenix Trust providing funding for the global battle against HIV/ AIDS (Guernsey) National Council of Voluntary Organisations dedicated to the care, education, and well-being of children and families in need (Cayman Islands) BUTTERFIELD ANNUAL REPORT 2014 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 2,4 SHAWN BEBER Senior Vice-President, Strategy and Corporate Development, CIBC 2,5 WENDALL BROWN* Chairman & President, BDC 2000 X 1,2,4 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 Strategic Advisor, REV Advisory Ltd. 3,4 JOHN WRIGHT* Retired Bank Chief Executive PRINCIPAL BOARD COMMITTEES 1. EXECUTIVE COMMITTEE OF THE BOARD OF 3. RISK POLICY AND DIRECTORS COMPLIANCE COMMITTEE Supports the Board in fulﬁlling its overall Focuses on credit, market and governance responsibilities. operational risk. 2. AUDIT COMMITTEE 4. CORPORATE GOVERNANCE COMMITTEE Oversees Butterﬁeld’s ﬁnancial reports, internal Focuses on Directors’ and Board Committee ﬁnancial controls, internal audit processes governance, performance and and compliance. Directors’ nominations. 5. COMPENSATION AND HUMAN RESOURCES COMMITTEE Focuses on compensation and beneﬁts, employee development and succession. DIRECTORS’ CODE OF PRACTICE AND CODES 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. Codes of Conduct & Ethics apply to Directors and employees and impose 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 2014 BUTTERFIELD ANNUAL REPORT 2014 7 7 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1: Nature of Business Note 2: Signiﬁcant Accounting Policies Note 3: Cash and Cash Equivalents Note 4: Short-Term Investments Note 5: Investments Note 6: Loans Note 7: Credit Risk Concentrations Note 8: Premises, Equipment and Computer Software Note 9: Goodwill and Other Intangible Assets Note 10: Customer Deposits and Deposits from Banks Note 11: Employee Future Beneﬁts Note 12: Credit-Related Arrangements and Commitments Note 13: Loan Interest Income Note 14: Segmented Information Note 15: Derivative Instruments and Risk Management Note 16: Fair Value of Financial Instruments Note 17: Interest Rate Risk Note 18: Subordinated Capital Note 19: Earnings Per Share Note 20: Share-Based Payments Note 21: Share Buy-Back Plans Note 22: Accumulated Other Comprehensive Loss Note 23: Capital Structure Note 24: Investments in Afﬁliates Note 25: Income Taxes Note 26: Business Combinations Note 27: Related Party Transactions Note 28: Comparative Information Note 29: Subsequent Events 59 59 59 69 69 70 74 80 81 81 82 83 86 87 87 88 91 93 94 95 96 99 100 101 101 102 103 104 105 105 SHAREHOLDER INFORMATION 106 TABLE OF CONTENTS MANAGEMENT’S DISCUSSION & ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION Performance Measurement About Butterﬁeld Business Strategy 2014 Overview Market Environment 2015 Outlook Financial Summary 9 9 10 11 11 12 13 14 CONSOLIDATED RESULTS OF OPERATIONS AND DISCUSSION FOR FISCAL YEAR ENDED 31 DECEMBER 2014 15 CONSOLIDATED BALANCE SHEET AND DISCUSSION OFF BALANCE SHEET ARRANGEMENTS RISK MANAGEMENT JURISDICTION AND BUSINESS LINE OVERVIEWS Bermuda Cayman Islands Guernsey United Kingdom Group Trust Group Asset Management FINANCIAL STATEMENTS Management’s Financial Reporting Responsibility Independent Auditor’s Report to the Board of Directors and Shareholders Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Changes in Shareholders’ Equity Consolidated Statements of Cash Flows 24 34 35 39 40 42 44 46 48 49 50 51 52 54 55 56 57 58 8888888 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 consolidated 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 of our business. Some measures are calculated in accordance with GAAP, while other measures do not have a standardised meaning under GAAP. Accordingly, these measures, described below, may not be comparable to similar measures used by other companies. Investors may however ﬁnd these non-GAAP ﬁnancial measures useful in analysing ﬁnancial performance. Return on Common Equity (“ROE”) ROE measures proﬁtability by revealing how much proﬁt is generated with the money invested by common shareholders. ROE is the amount of net income to common shareholders as a percentage of average common equity and calculated as Net Income to Common Shareholders / Average Common Equity. Net income is for the full ﬁscal year (before dividends paid to common shareholders but after dividends to preference shareholders). Common equity does not include the preference shareholders’ equity. Core Cash Return on Average Tangible Common Equity (“CCROTCE”) CCROTCE measures core cash proﬁtability as a percentage of average tangible common equity. CCROTCE is the amount of core income to common shareholders excluding amortisation of intangible assets as a percentage of average tangible common equity and is calculated as Core Cash Earnings to Common Shareholders / Average Tangible Common Equity. Core cash earnings to common shareholders is net earnings to common shareholders for the full ﬁscal year (before dividends paid to common shareholders but after dividends to preference shareholders) adjusted 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 shareholders’ equity or goodwill and intangible assets. Tangible Total Equity/Tangible Asset Ratio (“TE/TA”) TE/TA is used to determine how much loss the Bank can take before subordinated debt capital is impacted. The TE/TA ratio is calculated as (Common Equity + Preferred Equity - Intangible Assets - Goodwill) / Tangible Assets. Tangible equity does not include goodwill or intangible assets. Tangible assets are the Bank’s total assets from continuing operations less goodwill and intangibles. Tangible Common Equity/Tangible Asset Ratio (“TCE/TA”) TCE/TA is used to determine how much loss the Bank can take before forms of capital other than common equity are impacted. The TCE/TA ratio is calculated as (Common Equity - Intangible Assets - Goodwill) / Tangible Assets. Tangible common equity does not include preference shareholders’ equity or goodwill and intangible assets. Tangible assets are the Bank’s total assets from continuing operations less goodwill and intangibles. Total Capital Ratio The Total capital ratio measures the amount of the Bank’s capital in relation to the amount of risk it is taking. All banks must ensure that a reasonable proportion of their risk is covered by permanent capital. Under Basel II, Pillar I, banks must maintain a minimum Total capital ratio of 8%. In effect, this means that 8% of risk-weighted assets must be covered by permanent or near permanent capital. The risk weighting process takes into account the relative risk of various types of lending, ﬁnancial instruments and other exposures. The higher the capital adequacy ratio a bank has, the greater the level of unexpected losses it can absorb before becoming insolvent. Tier 1 Capital Ratio The Tier 1 capital ratio is the ratio of the Bank’s core equity capital, 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 according to a formula determined by the Regulator plus a component for operational risk. The Bank follows the Basel Committee on Banking Supervision (“BCBS”) guidelines in setting formulae for calculation of the components of total RWA. BUTTERFIELD ANNUAL REPORT 2014 9 Tier 1 Common Ratio The Tier 1 common ratio is the same as the Tier 1 capital ratio but excludes preference shareholders’ equity in the numerator. 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 Cash Return on Average Tangible Assets (“CCROATA”) CCROATA is an indicator used to assess the core cash proﬁtability of average tangible assets and demonstrates how efﬁciently management is utilising its tangible assets to generate core cash net income. CCROATA is calculated by taking the core income to common shareholders excluding amortisation of intangible assets as a percentage of average tangible assets and is calculated as Core Cash Earnings to Common Shareholders / Average Tangible Common Equity. Core net income is the net income adjusted for one-off items not in the ordinary course of business, annualised. Net Interest Margin (“NIM”) NIM is a performance metric that examines how successful the Bank’s investment decisions are compared to its cost of funding assets and is expressed as net interest income as a percentage of average interest-earning assets. NIM is calculated as Net Interest Income Before Provision for Credit Losses / Average Interest-Earning Assets. Net interest income is the interest earned on cash and cash equivalents, investments, loans and other interest earning assets minus the interest paid for deposits, short-term borrowings and long-term debt. The average interest-earning assets is calculated using daily average balances of interest-earning assets. 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 taking the cash non-interest expenses as a percentage of total revenue before gains and losses and provisions for credit losses and is calculated as (Non-Interest Expenses – Amortisation of Intangible Assets) / (Non-Interest Income + Net Interest Income Before Provision for Credit Losses). 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 is calculated as (Core Non-Interest Expenses – Amortisation of Intangible Assets) / (Core Non-Interest Income + Core Net Interest Income Before Provision for Credit Losses). Non-Performing Assets (“NPA”) Ratio NPA ratio is an indicator of the credit quality of the Bank’s total assets by expressing the non-performing assets as a percentage of total assets. The NPA ratio is calculated as (Gross Non-Accrual Loans – Speciﬁc Allowance for Credit Losses on Non-Accrual Loans + Accruing Loans Past Due 90 days + Other Real Estate Owned) / Total Assets. Non-Accrual (“NACL”) Ratio The NACL ratio is an indicator used to assess the credit performance of the Bank’s loan portfolio by calculating the non-accrual loans as a percentage of loans. The NACL ratio is calculated as Gross Non-Accrual Loans / Gross Total Loans. Note the reference to gross implies the amounts prior to loan allowances for credit losses. 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 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. 10 BUSINESS STRATEGY Whilst remaining well-capitalised with strong liquidity, our strategic focus is on building shareholder value by expanding our share of the community and private banking markets in jurisdictions in which we have a meaningful presence and a depth of local market knowledge. Our strategy also involves leveraging our multi-jurisdictional trust, custody and asset management offerings to build our wealth management business from both cross-referrals with existing customers and business development through referrals and relationships with ﬁduciaries and advisers. We aim to build upon our relationship-based business approach by delivering exceptional client service experiences, as well as a wide range of products to meet our clients’ ﬁnancial service needs. The wide range of products on offer is reﬂective of our strategy of pursuing opportunities in diversiﬁed businesses including community banking, private banking, asset management, custody, corporate trust and personal trust services. These diverse businesses directly contribute to the high level of fee income at 36% of revenue before credit provisions and gains or losses. Building on our community banking and wealth management strategies will also leverage our strong and loyal client base. Unlike many banks, Butterﬁeld is almost exclusively funded by our shareholders and customers. Our core customer deposits have been very stable; even throughout the credit crisis. Our core deposit base includes $1.6 billion of non-interest earning deposits and together with $849 million of equity, the Bank can invest in longer duration assets and earn a higher yield on $2.0 billion of assets with very low interest rate risk. This contribution reﬂects the strength of being a deposit-led organisation even in times of low interest rates. Given the large, loyal customer deposit base enjoyed in our main jurisdictions, and the relatively low volume of lending demand from our customer base, our investment strategy is more important than is the case for most ﬁnancial institutions. At 31 December 2014, we had $5.4 billion of cash and investments representing 55% of total assets. In recognition of this deﬁning characteristic of Butterﬁeld, we maintain a conservative approach to our investments. With the help of our investment advisers, we continued to manage our interest rate risk, which measures the degree to which our proﬁtability is at risk due to changes in interest rates. Our focused investment strategy has allowed us to improve the proﬁtability of our investments despite the ongoing challenges of a changing investment climate, whilst minimising credit risk in the investment book. Our continued management of interest rate risk requires us to purchase primarily ﬁxed-rate investments that, whilst complying with our credit safety requirements, will experience temporary declines in market values when rates start to increase. Rising interest rates will improve the proﬁtability of Butterﬁeld, such that these anticipated negative marks are part of our strategy. They will not affect earnings, as they are not credit-related, but they will potentially give rise to negative impacts in equity through “other comprehensive income” for available-for-sale (“AFS”) investments. To minimise the impact on our equity in such circumstances, whilst implementing proper management of interest rate risk, we held $338 million of investments in the held-to-maturity (“HTM”) portfolio at year end. To support our strategy, the Bank aligns our management structure to focus on lines of business and central support services with increasingly less emphasis on independent management by jurisdiction. However, we remain ﬂexible and nimble in each jurisdiction, with business development and decision making on client service-related matters based locally. In addition, we continue to invest heavily in new technology allowing for new and more ﬂexible products, enhanced customer service and a streamlined, more efﬁcient operation. We expect that recent investments in core banking systems in our two largest markets (Bermuda and Cayman), upgrades in Guernsey 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 operational efﬁciencies. 2014 OVERVIEW In 2014, the Bank made solid progress in building value for shareholders, raising the core cash return on average tangible common equity to 15.1% and core cash EPS to $0.17, up substantially from 10.3% and $0.11, respectively, in 2013. That progress was driven by a continued focus on prudent expansion within our core businesses and markets, and diligent management of capital, expenses and risks. Coupled with our ongoing diligence in the management of our balance sheet, each successive quarter of proﬁtability in 2014 has translated into growth of capital, which has enabled the Bank to deploy funds not only to accretive acquisitions, but also to the retirement of subordinated debt, the repurchase of shares and the payment of common dividends to directly enhance shareholder returns, whilst maintaining strong capital ratios that are well in excess of regulatory requirements. As a result of our focused strategy, Butterﬁeld is a stronger bank, core earnings are stable and growing, and asset quality is solid. Core earnings improved by $29.8 million to $106.4 million, building on our strong capital position with Total and Tier 1 capital ratios of 22.2% and 19.0%, respectively. To enhance common shareholder returns, the Board 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 on 26 February 2015. Going forward, the Board will continue to assess capital planning options and declare dividends as warranted, subject to regulatory approval. The Bank’s balance sheet remains strong, with shareholders’ equity ending the year at $849 million, of which $183 million is 8% preference shareholders’ equity and $666 million is common and contingent value convertible preference shareholders’ equity (“common equity”). Total assets increased by $1.0 billion to $9.9 billion, driven by a $1.0 billion increase in customer deposit levels reinvested in cash, short-term investments and investments. BUTTERFIELD ANNUAL REPORT 2014 11 Shareholders’ equity increased by $46 million mainly due to net income earned during 2014 net of dividends to shareholders. During the ﬁrst quarter of 2014, the Bank announced that it had reached an agreement to expand its trust and ﬁduciary services presence in Guernsey— one of Butterﬁeld’s core markets—through the acquisition of Legis T & C Holdings Limited (“Legis”). On 1 April 2014, Butterﬁeld Trust (Guernsey) Limited (“BTGL”) acquired all of the outstanding common shares of Legis for a maximum purchase price of up to $39.6 million. Legis is a Guernsey-based trust and corporate services business. The acquisition was undertaken to enhance the Bank’s market presence and widen the Bank’s range of corporate and institutional trust services. In July 2014, the Bank announced an agreement to acquire parts of the corporate and retail banking business of HSBC Bank (Cayman) Limited (“HSBC Cayman”) in the Cayman Islands—another of our core markets. The acquisition was completed in the fourth quarter of 2014. We are committed to providing banking innovation and leadership in Cayman, and by welcoming customers of HSBC to the Butterﬁeld family, we are continuing to strengthen our community banking market presence. This transaction strengthens our core business and market position in Cayman and is in keeping with our Group strategy of deploying capital to business development in core markets and businesses in which we have the scale and expertise to drive long-term growth. Key accomplishments in 2014 were as follows: • Core proﬁtability: The Bank delivered excellent growth in core net income, up $29.8 million (39%) to $106.4 million from $76.6 million in 2013. • Investment strategy: NIM improved by 10 basis points to 274 basis points compared to 264 basis points in 2013. Underlying this increase, earning asset yields increased by 6 basis points from an increase in investment portfolio yields. The cost of funds declined by 5 basis points to 32 basis points due to the retirement of $90 million of subordinated capital and higher levels of non-interest bearing balances. • Core expenses: Core non-interest expenses increased by $3.3 million, from $253.7 million in 2013, to $257.0 million in 2014 as a result of the two acquisitions, whilst the core efﬁciency ratio improved from 71.6% in 2013 to 67.7% in 2014 reﬂecting the faster rate of revenue increase over the marginal increase in expenses. • Headcount: Across the Group, headcount on a full-time equivalency basis, excluding students, increased by 31 from 1,133 as at 31 December 2013 to 1,164 at the end of 2014 due to the integration of staff from the Legis and HSBC Cayman acquisitions. • Deposits: Customer deposits increased by $1.0 billion due to both organic deposit growth and the acquisition of HSBC Cayman deposits in November 2014, whilst interest bearing deposit costs increased marginally by 1 basis point from 30 basis points in 2013 to 31 basis points in 2014. Together with non-interest bearing deposits totalling $1.6 billion at 31 December 2014, the average cost of deposits remained ﬂat at 26 basis points. • Loan quality: As at 31 December 2014, the Bank had gross non-accrual loans of $71.8 million representing 1.8% of total gross loans, reﬂecting an improvement from the $104.1 million, or 2.5%, of total loans at year-end 2013. Net non-accrual loans were $53.0 million, equivalent to 1.3% of net loans, after speciﬁc provisions of $18.8 million, reﬂecting an increased speciﬁc provision coverage ratio of 26.2%, up from 21.2% at 31 December 2013. • Investment grade ratings: Moody’s at A3; Standard & Poor’s at BBB+; and Fitch at A-. MARKET ENVIRONMENT In 2014, the global economy expanded at a slightly better pace than in the previous year, but with a degree of inconsistency across geographic regions. A few key countries are showing clear signs of growth and improvement, but Europe, in particular, continued to experience economic challenges. Most economic forecasts remain cautiously optimistic that the global recovery will show slow and modest improvement. The latest data available in the United States (“US”) have shown that the economy experienced continued improvement in 2014. The Federal Reserve saw signiﬁcant enough improvement in labour markets to warrant the conclusion of its latest round of quantitative easing stimulus, although the cumulative size of the balance sheet expansion remains in place. Better employment ﬁgures have supported continued increases in consumer conﬁdence and spending, and have contributed to continued stabilisation in the housing market. Inﬂation in the US has remained subdued. The Eurozone remained weak in 2014 with high unemployment rates, particularly in Southern Europe, and minimal real GDP growth below 1%. The European Central Bank (“ECB”) has taken several steps to ensure that measured inﬂation and inﬂation expectations do not turn negative. Both negative deposit rates and large new quantitative easing programmes have been announced and implemented in the second half of 2014 and early 2015. In contrast to the situation in the Eurozone, the economy in the United Kingdom (“UK”) improved markedly in 2014, returning to what most forecasters would consider its “trend” growth rate. The unemployment rate in the UK, much like in the US, declined faster than anticipated, supporting consumer conﬁdence and spending. 12 As noted above, the improvement in UK real GDP growth should continue at a similar pace in 2015. The Bank of England is in a very similar position to the US Federal Reserve, but is closer to the situation in continental Europe, where measured inﬂation is very low. Any increases to interest rates in the UK should be focused on the second half of the year and be at a measured and orderly pace. In the Eurozone, the ECB stimulus together with a weakening Euro and lower oil prices should support a strengthening Eurozone economy. With recent positive developments in its economic outlook, including its selection to host the 2017 America’s Cup and the resurgence of hospitality construction projects, Bermuda appears well-positioned to post modest GDP growth, despite downward pressure from consolidations in the insurance industry. In the Cayman Islands, GDP is expected to improve from 2014 with continuing strength in hospitality, construction, and real estate. Additionally, unemployment is expected to register a slight improvement, though inﬂation pressures will continue. Our asset and liability management strategy focuses on net interest income at risk in various interest rate environments. We match our expected investment ﬂows with maturities and expected deposit behaviour on the liability side of the balance sheet, which neutralises the impact of changing interest rates in any given reporting period. These investments position us so we are not reliant on rising rates to achieve adequate proﬁtability. However, when higher rates materialise, core proﬁtability should be further improved. Higher rates will also have a restraining effect on capital levels as they will reduce the market values of our longer-dated securities in our AFS book, partially offset by lower liabilities for future pension and health costs for employees. In 2015, our strategy remains unchanged as we continue to focus our attention on the development of our core businesses, which we expect will drive revenue growth and improve our efﬁciency ratio as we maintain our focus on cost containment. The Bermuda economy remains challenged, but improved during 2014. Although ofﬁcial ﬁgures for 2014 have not yet been released, economic indicators (e.g., retail sales index) suggest that real GDP was positive in 2014. Consumer and business conﬁdence also improved in the second half of 2014 as Bermuda was awarded the right to host the 2017 America’s Cup. Whilst tourism remains a small part of the Bermuda economy, Bermuda is expected to beneﬁt from signiﬁcant publicity, construction of facilities and hotels, and higher economic activity over the next two years in relation to the America’s Cup events. The Cayman Islands experienced GDP growth in 2014 with strength noted in the hotel, restaurant, real estate, rental and business activity sectors. The consumer price index showed a modest decrease in 2014 from its higher 2013 levels, with higher costs for household goods, education and transport offset by lower costs for housing and utilities and miscellaneous goods and services. The mixed economic climate in our two largest operations in 2014 resulted in limited loan demand and continued pressure on customers’ ability to service loan payment obligations. Similarly, our private banking business in Europe experienced limited loan growth due to increase competition and pricing pressures. In this mixed macroeconomic climate, the Bank continues to maintain a highly liquid balance sheet with a low-risk investment portfolio and no reliance on wholesale money markets for liquidity. Total liquid cash and investments made up 55% of the Bank’s balance sheet at year-end 2014, which is up from 50% at the end of 2013. 2015 OUTLOOK We are cautiously optimistic that improvements noted in certain areas of the global economy during 2014 will continue. However, the ability of economic forecasters to accurately assess the economic future is challenged by inconsistent trends in terms of the strength, scope, and geography of the world’s recovery. As a result, conﬁdence levels in these forecasts remain moderate. The US economy should experience a similar or slightly better level of real GDP growth in 2015, which should be supportive of growth in Bermuda and the Cayman Islands. Inﬂation should continue to remain subdued, but as substantially lower oil prices drive energy costs lower in the US, inﬂation could become low enough to cause concern for the US Federal Reserve. Current market expectations are for the US Federal Reserve to begin to adjust short-term policy rates higher in 2015, but any rate movement should be conﬁned to the second half of the year and an extended period of near-zero inﬂation does have the ability to delay any rate normalisation within 2015 as we have experienced in the last few years. BUTTERFIELD ANNUAL REPORT 2014 13 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 Preference shareholders’ equity Common and contingent value convertible preference shareholders’ equity 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 Total other gains (losses) Net income (loss) from continuing operations Net income (loss) from discontinued operations Net income (loss) Non-core items Core net income Dividends and guarantee fee of preference shares Amortisation of intangible assets Core cash earnings to common shareholders Common dividends paid Financial Ratios Core cash return on average tangible 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 14 2014 2,063,311 394,770 2,989,111 4,019,128 215,123 57,862 9,858,440 - 9,858,440 8,671,577 117,000 183,046 666,328 2013 1,730,472 54,981 2,613,643 4,088,225 240,603 19,121 8,870,815 - 8,870,815 7,637,951 207,000 183,606 618,955 2012 1,542,526 76,213 2,881,704 3,955,960 243,321 22,276 8,833,009 - 8,833,009 7,393,238 260,000 195,578 661,596 2011 1,902,726 20,280 2,061,639 4,069,419 272,472 46,100 8,517,306 307,044 8,824,350 7,256,561 267,755 200,000 629,725 2010 2,222,934 18,157 2,764,723 3,858,138 257,468 51,435 9,346,914 276,573 9,623,487 7,988,501 282,799 200,000 609,289 2014 2013 2012 2011 2010 191,986 67,757 5,358 (26,614) 238,487 134,830 (8,048) (129,761) (143,037) 92,471 5,868 98,339 - 98,339 8,064 106,403 (16,546) 4,281 94,138 (27,440) 2014 1.2% 15.1% 12.3% 19.0% 22.2% 6.2% 8.1% 2.74% 72.0% 67.7% 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) 3,358 62,928 (38,531) 2013 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) 5,040 41,921 - 2012 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) 5,367 21,869 - 2011 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) 5,278 2,063 - 2010 0.2% 0.6% (44.3%) 15.7% 21.6% 5.8% 7.9% 1.91% 95.0% 88.2% Per participating share (1) ( $ ) Net income (diluted) Core cash earnings per share (diluted) Cash dividends Net book value Tangible net book value Number of employees (2) Bermuda Overseas Total Other data 2014 0.15 0.17 0.05 1.22 1.12 2014 537 627 1,164 2013 0.11 0.11 0.07 1.13 1.09 2013 554 579 1,133 2012 0.01 0.08 - 1.20 1.16 2012 624 607 1,231 2011 0.03 0.04 - 1.14 1.05 2011 664 606 1,270 2010 (0.47) 0.01 - 1.10 1.00 2010 732 649 1,381 2014 2013 2012 2011 2010 Year-end number of participating shares 544,162 548,622 549,866 554,769 554,531 Weighted average number of participating shares on a fully diluted basis Risk-weighted assets 556,482 4,113,404 553,571 4,197,744 556,357 555,615 477,225 4,275,055 4,425,639 4,934,569 (1) Includes both common and contingent value convertible preference shareholders’ equity. (2) On a full-time equivalency basis and excluding students. CONSOLIDATED RESULTS OF OPERATIONS AND DISCUSSION FOR FISCAL YEAR ENDED 31 DECEMBER 2014 Net Income The Bank reported net income of $98.3 million for the year ended 31 December 2014, compared to $78.2 million in 2013. Results in both years were adversely affected by various non-core gains (losses) and expenses. After deduction of preference dividends and guarantee fees (2014: $16.5 million, 2013: $17.0 million) and the premium paid on preference share buy-backs (2014: $0.1 million, 2013: $2.8 million), the net income available to common shareholders was $81.7 million ($0.15 per share) in 2014 compared to $58.4 million ($0.11 per share) in 2013. The following table states reported earnings for 2014 compared to 2013: (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 Total other gains Total net revenue Non-interest expenses Net income before taxes Income tax beneﬁt (expense) 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 $ change % change Year ended 31 December 2014 134.8 238.5 373.3 (8.0) 5.9 371.2 2013 126.0 223.8 349.8 (14.8) 6.7 341.7 8.8 14.7 23.5 6.8 (0.8) 29.5 (273.1) (262.6) (10.5) 98.1 0.2 98.3 (16.5) (0.1) 81.7 0.15 0.15 79.1 (0.9) 78.2 (17.0) (2.8) 58.4 0.11 0.11 19.0 1.1 20.1 0.5 2.7 23.3 0.04 0.04 7.0% 6.6% 6.7% (45.9%) (11.9%) 8.6% 4.0% 24.0% (122.2%) 25.7% (2.9%) (96.4%) 39.9% 36.4% 36.4% BUTTERFIELD ANNUAL REPORT 2014 15 Core Earnings The following table shows the income statement on a core earnings basis: (in $ millions) Non-interest income Net interest income before provision for credit losses Total net revenue before provision for credit losses and other gains (losses) Provision for credit losses Total other losses Total net revenue Non-interest expenses Total net income before taxes Income tax beneﬁt (expense) Core net income Year ended 31 December 2014 134.8 238.5 373.3 (8.0) (1.1) 364.2 (257.0) 107.2 (0.8) 106.4 2013 126.0 223.8 349.8 (14.8) (3.8) 331.2 (253.7) 77.5 (0.9) 76.6 The following table reconciles the Bank’s US GAAP net income for 2014 and 2013 to core earnings attributable to common shareholders: Year ended 31 December (in $ millions) Net income Non-core items: Impairment of ﬁxed assets Gain on disposal of a Pass-through note investment (formerly a SIV) Net gain on sale of afﬁliate Additional consideration from previously disposed of entities Impairment of investment in afﬁliate Realised gain on legal settlement Realised gain on private equity investment Early retirement programme, redundancies and other one-off compensation costs One-off project costs Business acquisition costs One-off income tax refund Total one-time items Core earnings Dividends and guarantee fee of preference shares Amortisation of intangible assets Core cash earnings to common shareholders Core cash earnings per common share (1) Impact of non-core items on earnings per share - fully diluted Core cash earnings per share - fully diluted 2014 98.3 2.0 (8.7) - (0.3) - - (1.1) 2.7 10.2 4.3 (1.0) 8.1 106.4 (16.5) 4.3 94.2 0.01 0.17 (1) Premium paid on preference shares bought back was not adjusted as management views the transaction as non-core. 16 Movement 8.8 14.7 23.5 6.8 2.7 33.0 (3.3) 29.7 0.1 29.8 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 Impairment of Fixed Assets In 2014, the Bank recognised $2.0 million of write-downs on properties deemed impaired where the recorded value was greater than the market value. Gain on Disposal of a Pass-through Note Investment During the second quarter of 2014, the Bank realised a gain of $8.7 million on the sale of the Bank’s last remaining structured investment. This gain is reﬂective of the prudent decision made to hold the asset when the market was distressed as the underlying intrinsic value was much higher than market prices reﬂected at the time. Net Gain on Sale of Afﬁliate 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. Additional Consideration from Previously Disposed of Entities During 2014, the Bank received additional sale consideration of $0.3 million for the 2012 disposal of Island Heritage (2013: $0.8 million). Impairment of Investment in Afﬁliate In 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. Realised Gain on Private Equity Investments During the second quarter of 2014, the Bank disposed of its investment in a private equity holding and realised a gain of $1.1 million. Early Retirement Programme, Redundancies and Other One-off Compensation Costs One-off compensation costs includes incentive packages for redundancies, optional early retirement packages and other one-off compensation costs offered to eligible employees. In 2014 and 2013, the cost amounted to $2.7 million and $8.9 million respectively. One-off Project Costs During 2014, the Bank incurred expenses associated with a stringent compliance review programme of customer data to ensure our ﬁles meet internationally recognised standards. The Bank has and continues to put signiﬁcant resources into the enhancement of our compliance and reporting procedures to fulﬁll regulatory obligations and ensure our records continue to meet international reporting standards. Business Acquisition Costs During 2014, the Bank expensed $4.3 million of professional costs relating to the acquisitions of Legis and HSBC. One-off income tax refund During 2014, the Bank received a tax refund of $1.0 million. REVENUE Total revenue before provision for credit losses and gains and losses for 2014 was $373.3 million, up $23.5 million (6.7%) from 2013. Net interest income before provision for credit losses increased from $223.8 million in 2013 to $238.5 million in 2014, an improvement of $14.7 million (6.6%). The increase in net interest income was driven by higher average investment portfolio balances of $222.5 million, an increase in related investment yields of 6 basis points, an increase in average loan balances of $52.1 million and a decrease in liability costs of 5 basis points. The overall NIM increased by 10 basis points from 264 basis points in 2013 to 274 basis points in 2014. In addition, non-interest income was up $8.8 million (7.0%) attributable to increased trust revenues earned from the recently acquired Legis Group business along with new business growth. BUTTERFIELD ANNUAL REPORT 2014 17 Other Non-Interest Income 1% Custody and Other Administration Services 3% Trust 10% Foreign Exchange Revenue 8% Asset Management 5% The Bahamas 1% Switzerland 1% Guernsey 12% United Kingdom 6% Bermuda 55% Net Interest Income 64% Banking 9% Cayman 25% 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 increased from $126.0 million in 2013 to $134.8 million in 2014, and similar to 2013, non-interest income as a percentage of total revenue before provision for credit losses and gains and losses remained stable at 36%. The following table presents the components of non-interest income for the years ended 31 December: (in $ thousands) Asset management Banking Foreign exchange revenue Trust Custody and other administration services Other non-interest income Total non-interest income 2014 17,728 34,280 29,379 38,268 10,166 5,009 2013 18,067 32,490 29,311 30,410 10,232 5,453 134,830 125,963 $ change % change (339) 1,790 68 7,858 (66) (444) 8,867 (1.9%) 5.5% 0.2% 25.8% (0.6%) (8.1%) 7.0% 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 $17.7 million in 2014, compared to $18.1 million in 2013. The decrease is mainly due to the 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. This decrease was partially offset by increased management fees from private clients. The table that follows shows the changes in the year-end values of clients’ assets under management as at 31 December, sub-divided between those managed for clients on a discretionary basis and those client funds invested in mutual funds that Butterﬁeld manages: (in $ millions) Butterﬁeld Funds Discretionary Total assets under management 2014 2,164 1,638 3,802 2013 2,304 1,892 4,196 $ change (140) (254) (394) 18 Banking During 2014, 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, 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 increased by 5.5% in 2014 to $34.3 million, compared to $32.5 million in 2013, due primarily to higher credit card activity as a result of increased volumes from the merchant business and higher levels of customer purchases. 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 86% of the Group’s foreign exchange revenue (2013: 84%). The Bank does not maintain a proprietary trading book. Foreign exchange income is generated from client-driven transactions and totalled $29.4 million in 2014, compared with $29.3 million in 2013. The $0.1 million year-on-year increase reﬂects increased client activity and related volumes in both retail and institutional foreign exchange ﬂows. Trust We provide both personal and institutional ﬁduciary services from our operations in Bermuda, The Bahamas, the Cayman Islands, Guernsey and Switzerland. 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 28% of the Bank’s non-interest income, up from 24% in 2013. In 2014, trust revenues totalled $38.3 million, an increase of $7.9 million or 25.8% over 2013 largely attributable to the acquisition of the Legis Group business, which closed on 1 April 2014, and also to new business growth. Revenue growth was supported by structured, proactive business development activities. Improved new business results were seen in all of our businesses in both personal and institutional ﬁduciary services. Trust assets under administration were $84.4 billion at year-end 2014 compared to $53.3 billion the prior year, an increase of $31.1billion or 58.3%, which is largely attributable to the acquired Legis Group business. 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 2014, revenues were $10.2 million, the slight decrease due to lower transaction volumes and expired mandates. Total custody and other administration services assets under administration (which includes the administered banking services operations provided by our Guernsey business) were $42.5 billion as at 31 December 2014, down from $43.7 billion the prior year. Other Non-Interest Income The components of other non-interest income for the years ended 31 December 2014 and 2013 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 2014 834 2,726 1,449 5,009 2013 1,068 3,194 1,191 5,453 In 2014, we recorded equity pickup income of $0.8 million, a decrease of $0.4 million from the prior year. Rental income decreased by $0.5 million to $2.7 million in 2014 due to a reduction in rented properties. Included in the “Other” category are maintenance fees from leased premises, director’s 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. BUTTERFIELD ANNUAL REPORT 2014 19 The following table presents the components of net interest income for the years ended 31 December: (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 2014 2013 Average balance Interest Average rate Average balance Interest Average rate 5.3 60.9 187.0 253.2 0.30% 2.29% 4.65% 2.99% - - 253.2 2.85% (20.0) (0.2) (9.2) (29.4) (0.30%) (0.31%) (4.02%) (0.43%) (29.4) (0.37%) 1,752.9 2,877.8 4,075.0 8,705.7 410.8 9,116.5 6,741.6 22.0 117.2 6,880.8 1,211.0 187.2 8,279.0 837.5 9,116.5 1,824.9 5.4 67.7 192.0 265.1 0.31% 2.35% 4.71% 3.05% - - 265.1 2.91% (20.9) (0.1) (5.6) (0.31%) (0.45%) (4.78%) 1,794.7 2,655.3 4,022.9 8,472.9 413.7 8,886.6 6,559.5 63.8 228.7 (26.6) (0.39%) 6,852.0 (26.6) (0.32%) 990.7 198.0 8,040.7 845.9 8,886.6 1,620.9 238.5 2.74% 223.8 2.64% Net interest income before provision for credit losses of $238.5 million increased $14.7 million or 6.6% over 2013. Net interest income is largely generated by the Bank’s Bermuda and Cayman jurisdictions, which account for 86% of total net interest income. Interest income increased by $11.9 million and was driven by improved investment portfolio performance and higher loan income. Investment income increased by $6.9 million from an increase of $222.5 million in average balances combined with a yield improvement of 6 basis points. The yield increase resulted from favourable prepayment speeds on US agency securities despite a shortening of duration to approximately four years attributable to increased investment in adjustable-rate US agency securities. Loan interest income was higher by $4.9 million due primarily to $2.6 million attributable to one-off interest received and a $52.1 million increase in average balances, whilst yields remained stable. Interest-bearing liability costs decreased by 5 basis points, driving an improvement in interest expense of $2.8 million, largely from the subordinated capital paydown of $90 million in January 2014 and $43 million in May 2013. Average free balances for 2014 were $1.8 billion (2013: $1.6 billion) including non-interest bearing current accounts of $1.2 billion (2013: $990.7 million), shareholders’ equity of $837.5 million (2013: $845.9 million), net of other assets and other liabilities totalling $223.6 million (2013: $215.7 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 2014 was $8.0 million compared to $14.8 million in 2013, a decrease of $6.8 million. Incremental provisions of $10.3 million were required principally for speciﬁc reserves pertaining to commercial and residential mortgages, partially offset by recoveries of $2.3 million. This compares to 2013 when the Bank required incremental provisions relating to speciﬁc reserves of $20.6 million that were partially offset by recoveries of $5.8 million. 20 OTHER GAINS (LOSSES) The following table represents the components of other gains (losses) for the years ended 31 December: (in $ thousands) Net trading gains Net realised gains (losses) on available-for-sale investments Net realised / unrealised losses on other real estate owned Impairment of ﬁxed assets Gain on sale of subsidiary and afﬁliates Impairment of investment in afﬁliate Net other gains Other gains 2014 250 8,680 (1,804) (1,986) 277 - 451 5,868 2013 315 (61) (5,000) - 1,227 (3,800) 14,068 6,749 Net Trading Gains A $0.3 million gain was recorded with respect to trading securities in 2014, which relates primarily to the fair value adjustments of the Bank’s seed money in shares of the Butterﬁeld Select Funds. The Bank’s seed capital in the BNY Mellon Butterﬁeld Income Advantage Fund was redeemed in 2014 at the prevailing net asset value. Net Realised Gains (Losses) on Available-For-Sale Investments Net realised gain of $8.7 million was recorded on the sale of the Bank’s investment in the Avenir Pass-through note, which was formerly a structured investment vehicle. Net Realised / Unrealised Losses on Other Real Estate Owned Valuation adjustments related to real estate held for sale were $1.8 million compared to $5.0 million in 2013, the decrease being attributable largely to 2013 write-downs in the hospitality portfolio. Impairment of Fixed Assets The Bank conducts annual property impairment assessments on its properties held for sale and rent which resulted in $2.0 million in write-downs in 2014 to reﬂect current market values. Gain on Sale of Subsidiary and Afﬁliates During 2014, the Bank received $0.3 million of additional sale consideration for the 2012 disposal of Island Heritage Holdings Ltd. Impairment of Investment in Afﬁliate In 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. Net Other Gains Net other gains were $0.5 million in 2014 compared to net other gains of $14.1 million in 2013. 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 in 2014 as the Bank continues to adapt to the persistently low interest rate environment. Total non-interest expenses in 2014 were $273.1 million compared to $262.6 million recorded in 2013. These ﬁgures include non-core expenses in 2014 and 2013 of $16.0 million and $8.9 million, respectively. After adjusting for these non-core items, 2014 core expenses were up $3.3 million (1.3%) with an improvement in core efﬁciency ratio to 67.7% from 71.6% in 2013. Salary and employee beneﬁts accounted for 47% of non-interest expenses with technology, communications and property making up 30% combined. Bermuda expenses include all head ofﬁce costs. BUTTERFIELD ANNUAL REPORT 2014 21 DISTRIBUTION OF 2014 NON-INTEREST EXPENSES DISTRIBUTION OF 2014 NON-INTEREST EXPENSES BY LOCATION Other Non-Interest Expenses 6% Marketing 1% The Bahamas 2% Amortisation of Intangible Assets 2% United Kingdom 8% Switzerland 1% Non-Income Taxes 5% Professional and Outside Services 9% Property 9% Technology and Communications 21% Guernsey 14 % Cayman 21 % Bermuda 54 % Salaries and Other Employee Benefits 47% The following table presents the components of non-interest expenses for the years ended 31 December: (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 expenses Non-core items Core non-interest expenses 2014 129,761 57,119 24,312 24,022 14,175 4,281 3,802 15,495 272,967 (16,045) 256,922 2013 $ change % change 131,064 54,223 24,309 15,012 13,682 3,358 3,484 17,513 262,645 (8,900) 253,745 (1,303) 2,896 3 9,010 493 923 318 (2,018) 10,322 (7,145) 3,177 (1.0%) 5.3% - 60.0% 3.6% 27.5% 9.1% (11.5%) 3.9% 80.3% 1.3% Salaries and Other Employee Beneﬁts Total salaries and other employee beneﬁts costs were $129.8 million in 2014, down $1.3 million compared to 2013. 2014 included $5.6 million of severance and project-related non-core costs, compared to $8.5 million of non-core personnel costs in 2013. Core salaries and other employee beneﬁts costs were $124.2 million in 2014, up $1.6 million compared to 2013 from a $3.2 million increase in staff costs from the consolidation of the acquisitions offset by cost savings from a full year beneﬁt of the early retirement and redundancy programme at the end of 2013 as well as a $1.0 million one-time release of pension expense from the closure of a deﬁned beneﬁt pension plan. Headcount on a full-time equivalency basis at year-end was 1,164, up 31 compared to 1,133 a year ago as a result of the acquisitions. Technology and Communications Technology and communication costs were $57.1 million in 2014, up $2.9 million from the $54.2 million recorded in 2013 as a result of a $2.2 million increase in depreciation relating to the new banking systems in our European businesses and $0.7 million non-core project-related costs. Property Property costs, which reﬂect occupancy expenses, building maintenance, and depreciation of property, plant and equipment, remained unchanged in 2014. Professional and Outside Services Professional and outside services include primarily consulting, legal, audit, and other professional services. The current year expense of $24.0 million included $9.5 million of non-core project-related costs, and when excluded, professional fees from our core business decreased by $0.5 million from reduced consulting expenditures. 22 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 2014, the expense was $14.2 million, up $0.5 million mainly due to higher value-added taxes paid in our UK business. Of the $14.2 million in non-income taxes, $8.8 million was paid to the Bermuda government agencies for payroll tax, business licences and land taxes, $1.6 million for value-added taxes paid in our UK business and $3.8 million paid to other governments for business licences, insurance tax and work permit fees. 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 $4.3 million in 2014 compared to $3.4 million in 2013. The higher amortisation levels were driven by the Legis Group and HSBC Cayman acquisitions completed in 2014. Marketing Marketing expenses reﬂect costs incurred in advertising and promoting our products and services. Marketing expenses totalled $3.8 million in 2014, up $0.3 million but remained consistent as a percentage of total net revenue before provision for credit losses and gains and losses at 1.0%. 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 General expenses Other Total other non-interest expenses 2014 1,343 1,753 787 2,230 175 1,328 535 707 439 572 899 713 4,014 15,495 2013 1,320 1,647 1,139 2,367 175 1,319 517 1,012 468 564 914 2,541 3,530 17,513 $ change % change 23 106 (352) (137) - 9 18 (305) (29) 8 (15) (1,828) 484 (2,018) 1.7% 6.4% (30.9%) (5.8%) - 0.7% 3.5% (30.1%) (6.2%) 1.4% (1.6%) (71.9%) 13.7% (11.5%) Other non-interest expenses were $15.5 million in 2014, a decrease of $2.0 million compared to 2013. This was driven principally by lower operational losses experienced in 2014. INCOME TAXES Each jurisdiction in which we operate is subject to different income tax laws. The Bank is incorporated in Bermuda as a local company and therefore, pursuant to Bermuda law, not obligated to pay any taxes in Bermuda 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 laws applicable in the respective jurisdictions. In general, Bermuda and Cayman are not subject to corporate income taxes but are required to pay higher rates of non-income taxes (included above) such as licence fees and payroll taxes. The Bank’s subsidiaries in the United Kingdom, Guernsey and Switzerland are subject to the tax laws of those jurisdictions. The corporate tax rate in the UK is 21.5% whilst in Guernsey the banking proﬁts are subject to a 10% ﬂat corporate tax rate. In 2014, income tax beneﬁt netted to $0.2 million compared to an income tax expense of $0.9 million in 2013, the movement is due to the income tax refund received in 2014. BUTTERFIELD ANNUAL REPORT 2014 23 CONSOLIDATED BALANCE SHEET AND DISCUSSION The following table shows the balance sheet as reported as at 31 December: (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 2014 2013 $ change % change 2,063 395 2,989 4,019 215 58 119 9,858 8,672 220 117 9,009 183 666 849 1,730 55 2,614 4,088 241 19 124 8,871 7,638 223 207 8,068 184 619 803 333 340 375 (69) (26) 39 (5) 987 1,034 (3) (90) 941 (1) 47 46 19.2% 618.2% 14.3% (1.7%) (10.8%) 205.3% (4.0%) 11.1% 13.5% (1.3%) (43.5%) 11.7% (0.5%) 7.6% 5.7% Total liabilities and shareholders’ equity 9,858 8,871 987 11.1% 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 2014 4,113 608 9,800 6.2% 14.6% 19.0% 22.2% 2013 4,198 600 8,852 6.8% 15.2% 19.6% 23.7% The Bank maintains a highly liquid balance sheet and is well capitalised. At 31 December 2014, total cash and cash equivalents, short-term investments and other investments represented $5.4 billion, or 55.3% of total assets, up from 49.6% at year-end 2013. The Bank’s balance sheet remains strong with shareholders’ equity ending the year up $46 million to $849 million, of which $183 million is preference shareholders’ equity and $666 million is common equity. Total assets grew by $1.0 billion to $9.9 billion, primarily reﬂecting a $1.0 billion increase in customer deposit levels reinvested in cash and investments, which grew by $1.0 billion. At 31 December 2014, Butterﬁeld’s capital ratios were strong, but declined from year-end 2013 because of balance sheet growth, with the TCE/TA ratio ending 2013 at 6.2% (2013: 6.8%), whilst the total capital ratio and tier 1 capital ratios were 22.2% (2013: 23.7%) and 19.0% (2013: 19.6%), respectively. These ratios are well in excess of regulatory minimums. 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 24 (“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. From August 2014, certiﬁcates of deposits with less than one year but greater than three months’ maturity from the date of acquisition are designated as short-term investments as the investments are highly liquid and subject to an insigniﬁcant risk of change in fair value. As at 31 December 2014, cash and cash equivalents and short-term investments were $2.5 billion, compared to $1.8 billion as at 31 December 2013. See “Note 3: Cash and Cash Equivalents” and “Note 4: Short-Term Investments” in the 31 December 2014 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 now performed in-house using best in class ALM technology and professional services. The results are reviewed by both the Group Asset and Liability Management Committee and our investment advisers. Consistent with industry and rating agency designations, the Bank deﬁnes investment grade as “BBB” or higher. As at 31 December 2014, 99.8% (2013: 98.5%) of our total investments were investment grade and rated A or better. 31 DECEMBER 2014 INVESTMENT PORTFOLIO BY LONG-TERM DEBT RATING 31 DECEMBER 2014 INVESTMENT PORTFOLIO BY TYPE A 13% AA 2% Certificates of Deposit 1% Asset-Backed Securities - Student Loans 2% Debt Securities Issued by Non-US Governments 1% Commercial Mortgage-Backed Securities 5% Corporate Debt Securities 13% AAA 85% Mutual Funds 2% Residential Mortgage-Backed Securities - Prime 2% US Government and Federal Agencies 74% BUTTERFIELD ANNUAL REPORT 2014 25 The following table presents the carrying value of investments by balance sheet category as at 31 December: (in $ millions) Trading Available-for-sale Held-to-maturity Total investments 2014 7 2,644 338 2,989 2013 53 2,227 334 2,614 $ change % change (46) 417 4 375 (86.8%) 18.7% 1.2% 14.3% The investment portfolio was $3.0 billion as at 31 December 2014, compared to $2.6 billion as at 31 December 2013. A net decrease in non-US agency securities of $170 million was reinvested primarily in US government and federal agency securities that totalled $2.2 billion, or 75% of the total investment portfolio. New business acquisitions also contributed to the growth in the investment portfolio. The investment yield improved year-on-year by 6 basis points to 2.35% in 2014, due primarily to favourable prepayment speeds on US agency securities. Total net unrealised gains of the investment portfolio were $15.7 million, compared to net unrealised losses of $57.5 million at year-end 2013. The movement in unrealised losses for the year related to the impact of changes in interest rates on the longer duration assets and is not credit related. The 10 year treasury rate was 2.17% as at 31 December 2014 compared to 3.03% the year before. Trading securities, consisting of holdings of real estate mutual funds and seed capital invested in mutual funds managed by the Bank, totalled $6.9 million at year-end 2014, compared to $53.3 million at year-end 2013. Trading securities reﬂect primarily the $5 million seed capital invested by the Bank in Butterﬁeld Select Funds. A $43 million investment in the BNY Mellon Butterﬁeld Income Advantage Fund was redeemed in 2014. Available-for-sale (“AFS”) securities totalled $2.6 billion at year-end 2014, compared to $2.2 billion at year-end 2013. As at 31 December 2014, 71.4% or $1.9 billion (2013: 60.5% or $1.3 billion) of AFS securities consisted of holdings of mortgage-backed securities implicitly and explicitly guaranteed by US government agencies. Corporate debt securities totalled $399 million or 15.1% (2013: $415 million or 18.7%), and certiﬁcates of deposit represented 1.4% or $38 million (2013: 3.8% or $85 million). The remaining 12.1% of AFS securities is comprised primarily of commercial mortgage-backed securities (5.7% or $151 million); government guaranteed student loan-backed securities (2.5% or $65 million), debt securities issued by non-US governments (1.4% or $38 million) and residential mortgage-backed securities (2.5% or $65 million). Held-to-maturity (“HTM”) investments were $338 million as at 31 December 2014 (2013: $333 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 5: Investments” in the 31 December 2014 consolidated ﬁnancial statements for additional tables and information. Loans The loan portfolio stood at $4.0 billion at 31 December 2014, down $0.1 billion from $4.1 billion in 2013, due primarily to the signiﬁcant prepayments on the commercial and residential mortgage portfolio and unfavourable foreign exchange rate movements offset by the acquisition of the HSBC Cayman loan portfolio in November 2014. 26 During the year, gross loans written totalled $476.8 million offset by pay downs of $619.8 million. In Bermuda, gross loans written totalled $194.2 million offset by pay downs of $240.7 million. The loan portfolio represented 41% of total assets at 31 December 2014 (2013: 46%), whilst loans as a percentage of customer deposits decreased from 54% at year-end 2013 to 47% in 2014. Allowance for credit losses at 31 December 2014 totalled $47.5 million, a decrease of $5.3 million from the prior year. The movement in the allowance was mainly the result of additional provisions of $10.3 million (including recoveries of $2.3 million) recorded during the year, and $15.6 million in charge-offs and foreign exchange movements. Of the total allowance, the general allowance was $28.7 million (2013: $30.7 million) and the speciﬁc allowance was $18.8 million (2013: $22.1 million), reﬂecting a speciﬁc coverage ratio of 26.2%, compared to 21.2% at 31 December 2013. The increase in the speciﬁc coverage ratio reﬂects the resolution of large commercial loans, which in turn ampliﬁes the coverage ratio on the more diversiﬁed and less concentrated remaining balance. Gross non-accrual loans totalled $71.8 million at 31 December 2014, down $32.3 million from $104.1 million at 31 December 2013, and represented 1.8% of the total loan portfolio at 31 December 2014, compared to 2.5% in 2013. During 2014, the Bank held other real estate owned properties (“OREO”) amounting to $19.3 million (2013: $27.4 million) comprising commercial real estate of $9.2 million (2013: $14.2 million), foreclosed residential properties of $6.7 million (2013: $9.2 million) and property held for sale reclassiﬁed during 2014 of $3.4 million (2013: $4.0 million). 31 DECEMBER 2014 LENDING BY LOCATION 31 DECEMBER 2014 GROUP LOANS BY TYPE United Kingdom 9% Guernsey 13% Commercial and Industrial 10% Commercial Overdrafts 1% Commercial Real Estate 18% Automobile Financing 1% Government 3% Bermuda 51% Cayman 27% Credit Cards 2% Other Consumer 4% Residential Mortgages 61% Government Loans to governments showed a $32.4 million increase from 2013, due primarily to the loans acquired through HSBC (Cayman) Limited in November 2014. 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 real estate loans 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. The portfolio has decreased by $45.5 million due primarily to signiﬁcant repayments of loans in our European jurisdictions. Commercial loans of $0.4 billion at 31 December 2014 decreased by $18.5 million from the previous year, driven by repayments of commercial lending facilities partially offset by corporate loan growth. Residential The residential mortgage portfolio comprises mortgages to clients with whom we are seeking to establish (or already have) a comprehensive ﬁnancial services relationship. It includes mortgages to individuals and corporate loans secured by residential property. At 31 December 2014, residential mortgages totalled $2.5 billion (or 62% of total gross loans), a $40.0 million decrease from 31 December 2013. The reduction was as a result of signiﬁcant prepayments on the residential mortgage portfolio and unfavourable foreign exchange rate movements offset by the acquisition of the HSBC Cayman loan portfolio in November 2014. BUTTERFIELD ANNUAL REPORT 2014 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 6: Loans” and “Note 7: Credit Risk Concentrations” in the 31 December 2014 consolidated ﬁnancial statements. Deposits Deposits are our principal funding source for use in lending, investments 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 31 December 2014 and 2013: (in $ millions) Bermuda Cayman Guernsey The Bahamas UK Total deposits As at 31 December Average balance 2014 3,870 2,591 1,496 61 614 8,632 2013 3,551 2,071 1,291 78 607 7,598 $ change 319 520 205 (17) 7 1,034 2014 3,758 2,018 1,440 78 621 7,915 2013 3,531 1,878 1,376 88 635 7,508 $ change 227 140 64 (10) (14) 407 Average customer deposits increased by $0.4 billion to $7.9 billion in 2014. On a year-end basis, customer deposits were up $1.0 billion to $8.6 billion from $7.6 billion at year-end 2013. Customer demand deposits, which include chequing accounts (both interest-bearing and non-interest-bearing), savings and call accounts, totalled $6.7 billion, or 78.1% of total customer deposits at year-end 2014, compared to $5.6 billion, or 74.3%, at year-end 2013. Customer term deposits remained ﬂat at $2.0 billion compared to the prior year. The cost of funds on deposits remained ﬂat at 26 basis points in 2014. See “Note 10: Customer Deposits and Deposits from Banks” in the 31 December 2014 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 2014, deposits from banks totalled $39.9 million, a decrease of $0.3 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 healthcare 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 pension and post-retirement healthcare 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 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. Effective 30 September 2014, the deﬁned beneﬁt pension beneﬁts of the Bank’s Guernsey operations were amended to freeze credited service and ﬁnal average earnings for remaining active members. The beneﬁts amendment resulted in a further reduction in the Guernsey deﬁned beneﬁt pension liability of $4.59 million as at 30 September 2014. 28 Effective October 2014, all the participants of the Guernsey deﬁned beneﬁt pension plan are inactive and in accordance with US GAAP, the net actuarial loss of the Guernsey deﬁned beneﬁt pension plan will be amortised over the estimated average remaining life expectancy of the inactive participants of 39 years. Prior to all Guernsey participants being inactive, the net actuarial loss of the Guernsey deﬁned beneﬁt pension plan was amortised to net income over the estimated average remaining service period for active members of 15 years. For the year ended 31 December 2014 numerous changes in the plan provisions were made to align the plan provisions with the administrative practices of the Bank resulting in a further increase in the Bermuda deﬁned beneﬁt post-retirement healthcare plan liability of $7.9 million. The Bank previously amortised prior service credits resulting from plan amendments on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to receive beneﬁts under the plan (3.1 years remaining for 2010 plan amendments and 4.6 years remaining for 2011 plan amendments as of 1 January 2014). At 31 December 2014, for new prior service costs/credits amortisations, the plan is substantially inactive; therefore, the Bank will amortise new prior service costs/credits resulting from plan amendments recognised at 31 December 2014 on a linear basis over the average remaining life expectancy of members eligible for beneﬁts under the plan (21 years at 31 December 2014). As at 31 December 2014, the Bank had a net obligation for employee future beneﬁts in the amount of $109.5 million, up $39.3 million from $70.2 million at year-end 2013 driven by plan amendments, lower interest rates, longer life expectancy and reduced returns on plan assets. See “Note 11: Employee Future Beneﬁts” in the 31 December 2014 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 $117 million as at 31 December 2014, all issued in US dollars, compared to $207 million as at 31 December 2013. All but $14.9 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 $90 million Series A note was due 2015 with 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. During January 2014, the Bank exercised its option to redeem all of the Series A notes outstanding at face value of $90 million. The following table presents the contractual maturity, interest rates and principal outstanding as at 31 December 2014: Subordinated capital (in $ millions) Earliest date redeemable at the Bank’s option Contractual maturity date Interest rate until date redeemable Interest rate from earliest date redeemable to contractual maturity Principal outstanding 2003 issuance - Series B 27 May 2013 27 May 2018 2005 issuance - Series B 2 July 2015 2 July 2020 2008 issuance - Series B 27 May 2018 27 May 2023 5.15% 5.11% 8.44% 3 months US$ LIBOR + 2.000% 3 months US$ LIBOR + 1.695% 3 months US$ LIBOR + 4.929% Total 47 45 25 117 See “Note 18: Subordinated Capital” in the 31 December 2014 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 2014, there were no repurchase agreements outstanding compared to $25.5 million at 31 December 2013. BUTTERFIELD ANNUAL REPORT 2014 29 Shareholders’ Equity Shareholders’ equity increased during the year ended 31 December 2014 by $46.8 million to $849.4 million. Increases totalling $158.4 million include: • $98.3 million net income for the year • $49.9 million from unrealised gains on AFS securities • $9.0 million of share-based compensation • $1.2 million of share-based settlements for stock options exercised These increases were offset by decreases totalling $111.6 million: • $47.1 million net increase in employee future beneﬁts • $27.4 million of common share dividends • $17.0 million from the purchase of treasury common shares • $16.5 million preference share dividends and guarantee fee • $2.9 million translation adjustments on foreign operations • $0.7 million from the buy-back and cancellation of preference shares Capital Resources 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 and 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. As at 31 December 2014, the Bank was 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 Bank is fully compliant with all regulatory capital requirements and maintains capital ratios well in excess of regulatory minimums as at 31 December 2014. As at 31 December 2014, the Bank’s regulatory capital stood at $0.9 billion with the consolidated tier 1 and total capital ratios of 19.0% and 22.2%, respectively (2013: 19.6% and 23.7%, respectively). The following table sets forth our capital adequacy as at 31 December 2014 and 2013 in accordance with Basel II framework: (in $ millions) Capital Tier 1 capital Tier 2 capital 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 2014 781.7 130.8 912.5 683.2 2,364.9 314.0 177.7 573.6 4,113.4 14.6% 19.0% 22.2% 2013 823.6 169.2 992.8 742.9 2,381.8 345.2 193.6 534.2 4,197.7 15.2% 19.6% 23.7% Under Basel II Pillar III (market disclosures) 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 2014 will be published on the corporate website, www.butterﬁeldgroup.com, shortly after the publication of the consolidated ﬁnancial statements. Under these standards, when fully phased-in on 1 January 2019, the Bank will be subject to the following requirements: • Common equity Tier 1 (“CET1”) of at least 7.0 % of risk-weighted assets (“RWA”), inclusive of a minimum CET1 ratio of 4.5% and the new capital conservation buffer of 2.5%; • Tier 1 capital of at least 8.5% of RWA, inclusive of the 2.5% capital conservation buffer; • Total capital of at least 10.5% of RWA, inclusive of the 2.5% capital conservation buffer; • Buffer between 0.5% to 3% (to be determined) composed of CET1-eligible capital imposed by the BMA upon its assessment of the extent to which the Bank (individually and collectively with the other Bermuda banks) pose a degree of material systemic risk to the economy of Bermuda due to its role in deposit taking, corporate lending, payment systems and other core economic functions; • Counter-cyclical buffer of up to 2.5% composed of CET1-eligible capital may be imposed by the BMA when macroeconomic indicators provide an assessment of excessive credit or other pressures building in the banking sector; • Leverage ratio must be at least 5.0%; and • Liquidity coverage ratio (“LCR”) with a minimum requirement of 100%, subject to the phase-in rules. Effective 1 January 2015, the BMA adopted capital and liquidity regulatory requirements consistent with Basel III, a framework released by the Basel Committee on Banking Supervision. The ﬁnalisation of the implementation is subject to ongoing consultation with the BMA regarding the implementation and interpretation of these new rules. The Bank is assessing the impact of the adoption of this guidance. 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 a 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. BUTTERFIELD ANNUAL REPORT 2014 31 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 107.4 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 Fund 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 (1) 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. 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 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 2014, there were 6.9 million CVCP shares outstanding with 0.2 million shares converted to common shares at the holders’ option during the year ended 31 December 2014. As at 31 December 2014, 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 2014 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 2014, the carrying value of the covered loans was $11.0 million (2013: $23.7 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 BSX. The BSX must be advised monthly of shares purchased pursuant to each programme. 32 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 for treasury. 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. Effective 1 April 2014, the Board approved the 2014 common share buy-back programme authorising the purchase for treasury of up to 15 million common shares. On 26 February 2015, the Board approved, with effect from 1 April 2015, the 2015 common share buy-back programme, authorising the purchase for treasury of up to eight million common shares. Total common share buy-backs for the year ending 31 December are as follows: Acquired number of shares (to the nearest 1) 8,567,340 4,038,482 7,260,051 19,865,873 Average cost per common share Total cost (in Bermuda dollars) 1.99 1.39 1.24 1.59 17,018,412 5,610,907 8,999,061 31,628,380 2014 2013 2012 Total 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. On 28 April 2014, the Board approved the 2014 preference share buy-back programme, authorising the purchase and cancellation of up to 26,600 preference shares. On 26 February 2015, the Board approved, with effect from 4 May 2015, the 2015 preference share buy-back programme, authorising the purchase and cancellation of up to 5,000 preference shares. 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) 2014 560 1,172.26 656,465 2013 11,972 2012 4,422 Total 16,954 1,230.26 1,218.40 1,225.25 14,728,624 5,387,777 20,772,866 From time to time, the Bank’s associates, insiders and insiders’ associates as deﬁned by the BSX regulations may sell shares which may result in such shares being repurchased pursuant to each programme, provided no more than any such person’s pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase programme must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities. Warrants Following the capital raise on 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 4.30 million (2013: 4.28 million) warrants with an exercise price of $3.49 (2013: $3.51) and an expiration date of 22 June 2019. Dividends During the year ended 31 December 2014, the Bank declared cash dividends totalling $27.4 million or $0.05 for each common share and contingent value convertible preference shares on record as of the related record dates. BUTTERFIELD ANNUAL REPORT 2014 33 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 to be paid on 27 March 2015 to shareholders of record on 13 March 2015. During the years ended 31 December 2014 and 2013, the Bank declared the full 8.00% cash dividends on preference shares in each quarter. Preference share dividends declared and paid were $14.7 million during 2014 (2013: $15.1 million). Guarantee fees paid to the Government of Bermuda were $1.8 million during 2014 (2013: $1.9 million). Cash Flows Cash and cash equivalents were $2.1 billion as at 31 December 2014, compared to $1.7 billion in the prior year. The increase is described below by category of operating, investing and ﬁnancing activities. For the year ended 31 December 2014, net cash provided by operating activities totalled $182.7 million (2013: $119.1 million). Cash ﬂows from operating activities are generally the cash effects of transactions and other events that enter into the determination of net income. Cash provided by operating activities increased by $63.5 million from 2013 to 2014, due primarily to rising core earnings that generated higher cash earnings compared to the prior year, a decrease in other assets and an increase in trading investments due to the receipt of seed money 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 loan structuring. Net cash used in investing activities for the year ending 31 December 2014 totalled $341.1 million, compared to cash provided by investing activities of $55.7 million in 2013. The $341.1 million cash used in investing activities in 2014 was mainly attributable to $343.8 million increased investments in short-term certiﬁcate of deposits, $425.3 million increased net investment in securities offset by cash transferred for deposits assumed in the HSBC acquisition of $310.6 million and a decrease in loan balances of $145.0 million. Net cash provided by ﬁnancing activities totalled $505.3 million in 2014, compared to net cash provided by ﬁnancing activities of $4.1 million in 2013. The $501.2 million change reﬂects primarily a $465.5 million increase in deposits and a $58.0 million decrease in repurchase agreements. 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. 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. (in $ millions) Standby letters of credit Letters of guarantee Total 34 2014 Gross Collateral 225.7 10.2 235.9 224.2 7.6 231.8 Net 1.5 2.6 4.1 2013 Gross Collateral 294.6 12.4 307.0 292.2 8.8 301.0 Net 2.4 3.6 6.0 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. 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 2014, $91.8 million (2013: $149.2 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 18: Subordinated Capital” in the 31 December 2014 consolidated ﬁnancial statements for terms of subordinated debt arrangements and interest obligations. The $33.1 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 AND COMPLIANCE COMMITTEE AUDIT COMMITTEE GROUP RISK COMMITTEE GROUP ASSET AND LIABILITY COMMITTEE GROUP CREDIT COMMITTEE PROVISION AND 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 and 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. BUTTERFIELD ANNUAL REPORT 2014 35 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 and Compliance and Audit Committees are supported in the execution of their respective mandates by the dedicated Audit, Compliance and 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, 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 and 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 and Liability Committees in each of the Bank’s jurisdictional business units. The Group Credit Committee (“GCC”) is comprised of executive and senior management 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 and 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 and 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; 36 • 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; and • 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. 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 challenges 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 and 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 and regulatory; governance; process and technology; people; country and 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: BUTTERFIELD ANNUAL REPORT 2014 37 APPETITE Averse Cautious Open 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. 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. Security is favoured over reward. Exposures are only assumed when the risk can be quantiﬁed accurately and is assessed as being acceptable. 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. 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 2014 Short-term deposits Long-term deposits and debt Standard & Poor’s Moody’s A2 BBB+ P2 A3 Fitch F1 A- 38 JURISDICTION AND BUSINESS LINE OVERVIEWS BUTTERFIELD ANNUAL REPORT 2014 39 BERMUDA For more than 150 years, Bermuda has served as home to Butterﬁeld’s headquarters and remains the Bank’s largest jurisdiction in terms of number of employees, Banking Centre locations and business volume. Recognised in 2013 and 2014 as Bermuda’s Bank of the Year by The Banker, Butterﬁeld is Bermuda’s largest independent bank, offering a full range of community banking services and wealth management services, including private banking, asset management and personal trusts. Butterﬁeld also provides services to corporate and institutional clients in Bermuda, which includes asset management and corporate trust services. Net income before gains and losses was $53.3 million at 31 December 2014, up $19.5 million from $33.8 million in the prior year, due principally to higher investment income, restructuring initiatives in 2013, and lower provisions for credit losses and interest expense on subordinated debt, all partially offset by higher professional fees. Net gains of $6.9 million during the year were favourable by $3.4 million compared to net gains of $3.5 million in 2013, due primarily to one-off gains and reduced valuation allowances required on foreclosed properties. Net income after gains and losses was $60.2 million, an increase of $22.8 million from $37.4 million in the prior year. average loan balances than in 2013 and $0.6 million of other items relating primarily to higher interest paid on deposits. Provision for credit losses was $6.4 million, down $6.3 million from the prior year, largely due to higher impairment of non-performing hospitality loans and residential mortgages in 2013. Non-interest income of $60.7 million at 31 December 2014 remained ﬂat, due primarily to $0.9 million of higher banking fees offset by asset management fees that were lower by $1.1 million. Operating expenses declined by $5.3 million to $145.7 million in 2014 due to operational losses and restructuring initiatives in 2013, all partially offset by higher professional fees. Total assets as at 31 December 2014 were $4.8 billion, up $0.2 billion from year-end 2013. Customer deposits ended the year at $3.9 billion, up $0.3 billion from year-end 2013, and loan balances ended the year at $2.1 billion, ﬂat from year-end 2013. Net interest income before provision for credit losses increased by $7.8 million to $144.7 million in 2014 due to an increase of $6.3 million in investment income and a decrease of $3.6 million in subordinated debt expense, all partially offset by reduced loan interest revenue of $1.5 million due to lower Client assets under administration for the trust and custody businesses were $33.7 billion and $29.8 billion, respectively, whilst assets under management were $2.3 billion. 40 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before other gains (losses) Operating expenses Net income before other gains (losses) Total other gains 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 2014 144,692 (6,425) 60,692 198,959 (145,696) 53,263 6,908 60,171 3,870 2,031 4,797 29,824 33,650 1,893 404 2,297 537 2013 136,900 (12,707) 60,682 184,875 (151,042) 33,833 3,533 37,366 3,551 2,075 4,624 31,198 35,621 1,956 805 2,761 554 $ change 7,792 6,282 10 14,084 5,346 19,430 3,375 22,805 319 (44) 173 (1,374) (1,971) (63) (401) (464) (17) % change 5.7% (49.4%) - 7.6% (3.5%) 57.4% 95.5% 61.0% 9.0% (2.1%) 3.7% (4.4%) (5.5%) (3.2%) (49.8%) (16.8%) (3.1%) BUTTERFIELD ANNUAL REPORT 2014 41 CAYMAN ISLANDS Butterﬁeld is a leading ﬁnancial services provider in the Cayman Islands, offering a comprehensive range of personal and corporate ﬁnancial services. In addition to our strong retail presence, Butterﬁeld is also focused on our wealth management offering through an award-winning private banking service, as well as asset management and trust services. in demand deposits was offset by a marginal decline in average time deposits. Provision for credit losses was $0.6 million compared to $3.6 million in 2013. Signiﬁcant general provisions in the prior year (relating to the increase in commercial loans and speciﬁc provisions on certain residential mortgages and commercial loans) resulted in the year-over-year reduction of $3.0 million. Named Bank of the Year in 2013 and 2014 by The Banker, Butterﬁeld continued to enhance its client delivery channels including online, mobile banking and the American Airlines afﬁnity credit card products, as well as the recent acquisition of the community and corporate banking business of HSBC Bank (Cayman) Limited. With three Banking Centres in excellent locations and 13 ATMs strategically located in Grand Cayman, Butterﬁeld continues to be a leader in the provision of ﬁnancial services locally. Net income before gains and losses at 31 December 2014 was $33.5 million, up $7.6 million from $25.9 million in 2013. The increase was due primarily to increases in interest income on loans and investments, banking fees, foreign exchange income, and lower provision for credit losses, offset by acquisition integration and other project costs. Net interest income before loan loss provisions was $59.4 million in 2014, an improvement of $7.4 million compared to 2013. The increase was driven primarily by an improvement in loan income of $6.8 million as loans increased by $153.0 million. Investment income was up $1.0 million resulting from an average increase of $23.3 million in ﬁxed rate available-for-sale securities and $4.5 million in ﬂoating rate notes. Deposit liability costs of $1.9 million were unchanged from the prior year as the interest-cost impact from average growth Non-interest income was $33.5 million, up $1.3 million year over year. The increase was due primarily to higher banking fees, driven by an increase in card, wire transfer and foreign exchange volumes, along with trust and asset management fees, partially offset by lower rental and other non-interest income. Operating expenses increased $4.2 million, year over year, to $58.8 million, driven primarily by acquisition integration and other project costs, as well as growth in technology and loan servicing costs. Total assets at 31 December 2014 were $2.9 billion, up $0.6 billion from year-end 2013, reﬂecting higher client deposit levels propelled by the acquisition of loans and deposits from HSBC Cayman in November 2014. Net loans increased by $0.2 billion from year-end 2013 to end the year at $1.1 billion. The available-for-sale investments, at $0.8 billion at the end of ﬁscal 2014, were up $0.3 billion, year over year. Client assets under administration for the trust and custody businesses were $3.4 billion and $1.5 billion, respectively, whilst assets under management were $0.8 billion at year end. 42 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before other gains (losses) Operating expenses Net income before other gains (losses) Total other 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 2014 59,370 (557) 33,515 92,328 (58,829) 33,499 36 33,535 2,591 1,104 2,864 1,464 3,432 111 696 807 293 2013 51,981 (3,554) 32,177 80,604 (54,674) 25,930 (492) 25,438 2,071 951 2,309 1,323 1,591 139 541 680 273 $ change 7,389 2,997 1,338 11,724 (4,155) 7,569 528 8,097 520 153 555 141 1,841 (28) 155 127 20 % change 14.2% (84.3%) 4.2% 14.5% 7.6% 29.2% (107.3%) 31.8% 25.1% 16.1% 24.0% 10.7% 115.7% (20.1%) 28.7% 18.7% 7.3% BUTTERFIELD ANNUAL REPORT 2014 43 GUERNSEY In Guernsey, Butterﬁeld offers private banking, lending, asset management, custody, administered banking and ﬁduciary services. Guernsey’s results now include Legis Group, the acquisition having been completed on 1 April 2014. The acquisition was undertaken to expand our market presence and widen the range of corporate and institutional trust services for private clients and institutional and corporate clients. Guernsey posted net income before gains and losses of $5.1 million in 2014, compared to $7.4 million in 2013. The decrease of $2.3 million was due primarily to lower net interest income from compressed yields on investments and higher non-interest expenses, in particular higher technology and professional fees offset by a tax refund received. Non-interest income increased $7.1 million to $26.8 million, attributable to additional revenues earned from the acquired Legis business together with higher asset management, custody and other administration services fees earned, offset by lower foreign exchange revenues. Operating expenses at $39.6 million were $7.7 million higher than 2013 due primarily to additional expenses attributable to the acquired business and an increase in technology and amortisation expenses offset by a tax refund received. Total assets at 31 December 2014 of $1.6 billion were up $0.2 billion from year-end 2013, driven by higher customer deposit balances that have increased cash and investment balances. Net interest income before provision for credit losses declined by $1.7 million to $18.1 million in 2014, compared to $19.8 million last year, attributable to weakening inter-bank and investment yields and increased inter-Group subordinated debt interest. Provision for credit losses was $0.2 million compared to $0.1 million in 2013. Client assets under administration for the trust business were $41.0 billion in 2014, up from $10.1 billion in 2013 and attributable to the acquired Legis business. Similarly, assets under administration for the custody and administered banking businesses were $9.2 billion, down $0.5 billion (4.2%) over 2013, due to adverse exchange rates. Client assets under management were $0.4 billion at year-end. 44 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before other gains (losses) Operating expenses Net income before other gains (losses) Total other 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 2014 18,061 (154) 26,814 44,721 (39,580) 5,141 (1,077) 4,064 1,496 527 1,639 9,247 41,016 46 355 401 211 2013 19,808 (126) 19,678 39,360 (31,945) 7,415 (378) 7,037 1,291 563 1,438 9,654 10,108 72 352 424 175 $ change (1,747) (28) 7,136 5,361 (7,635) (2,274) (699) (2,973) 205 (36) 201 (407) 30,908 (26) 3 (23) 36 % change (8.8%) 22.2% 36.3% 13.6% 23.9% (30.7%) 184.9% (42.2%) 15.9% (6.4%) 14.0% (4.2%) 305.8% (36.1%) 0.9% (5.4%) 20.6% BUTTERFIELD ANNUAL REPORT 2014 45 UNITED KINGDOM In the UK, Butterﬁeld provides a range of traditional private banking, lending, treasury and investment management services. This includes the provision of family ofﬁce services to high net worth international clients through the expertise within the Butterﬁeld Group. in 2014 of $0.9 million, the majority of which related to two commercial loan facilities. This compares to a net recovery of $1.5 million in 2013 following recoveries from two previously written off facilities. The United Kingdom recorded net income of $0.9 million in 2014, down $3.3 million from $4.2 million in 2013. The swing in credit provisions accounts for $2.4 million of the decrease, as a net recovery of $1.5 million was booked in 2013 compared to provisions of $0.9 million in 2014. Net interest income before credit provisions of $16.2 million was up $1.3 million from $14.9 million at year-end 2013. The increase was due primarily to a one-off receipt of default loan interest of $1.6 million, but also due in part to the revised strategy on customer deposit products, which reduced interest expenses by $0.3 million compared to 2013. Provision for credit losses increased by $2.4 million. We recorded a net loss Operating expenses of $22.2 million were $2.3 million higher than 2013 due primarily to an increase in non-income taxes, as well as increased professional fees relating to external assistance and advice received on a number of projects associated with changing regulatory requirements. Total assets at year-end were consistent with year-end 2013 at $0.8 billion. Loan balances were $0.4 billion in 2014, down $0.1 billion from year-end 2013. Customer deposit balances of $0.6 billion at year-end 2013 remained ﬂat during 2014 to end the year at the same level. Assets under management of $0.3 billion were unchanged from year-end 2013. Custody client assets under administration at the end of 2014 amounted to $1.9 billion. 46 (in $ thousands) Net interest income Provision for credit losses Non-interest income Revenue before other gains (losses) Operating expenses Net income before other gains (losses) Total other gains Net income As at 31 December (in $ millions) Customer deposits Loans, net of allowance for credit losses Total assets 2014 16,213 (912) 7,717 23,018 (22,164) 854 1 855 614 357 833 2013 14,932 1,504 7,384 23,820 (19,841) 3,979 181 4,160 607 497 828 Assets under administration – Custody 1,920 1,506 Assets under management Butterﬁeld Funds Other assets under management Total assets under management Number of employees 88 183 271 85 97 194 291 97 $ change 1,281 (2,416) 333 (802) (2,323) (3,125) (180) (3,305) 7 (140) 5 414 (9) (11) (20) (12) % change 8.6% (160.6%) 4.5% (3.4%) 11.7% (78.5%) (99.4%) (79.4%) 1.2% (28.2%) 0.6% 27.5% (9.3%) (5.7%) (6.9%) (12.4%) BUTTERFIELD ANNUAL REPORT 2014 47 GROUP TRUST Our trust and corporate services specialists deliver solutions to meet a range of client needs, including estate and succession planning, administration of complex asset holdings, and efﬁcient co-ordination for the affairs of international families; as well as the pension, employee beneﬁt and other ﬁduciary requirements of multinational corporations and institutions. Alongside our traditional strengths in providing services to families and institutions connected with the United Kingdom, North America, and Europe, in 2014 we continued to build relationships with clients connected to the Asian and Latin American regions. Our goal is to deliver consistently reliable service to our clients underpinned by the technical expertise of our multi-jurisdictional team, which operates through separately incorporated trust businesses in our jurisdictions of choice: The Bahamas, Bermuda, the Cayman Islands, Guernsey and Switzerland. To this end, training and continual professional development for our staff remained a priority in 2014. Active participation in the local branches of leading trust industry associations and bodies such as the Society of Trust and Estate Practitioners also assists our employees in remaining at the forefront of their specialisations. Our multi-jurisdictional expertise in trust and ﬁduciary services has been recognised by a number of prestigious wealth services industry awards. Most recently, Butterﬁeld won awards in respect of Succession Planning Advice and Trusts in Guernsey, and for Net-Worth-Speciﬁc Services for Super Afﬂuent Clients in the Cayman Islands, in the 2015 annual Euromoney Private Banking and Wealth Management Awards. The Euromoney awards are decided by a vote of private banking professionals from around the globe and recognise recipients offering the leading private wealth services and products in their respective markets. Euromoney magazine is considered the preeminent journal of the international ﬁnance community. Total Trust assets under administration (“Trust AUA”) at 31 December: (in $ millions) Bermuda Cayman Islands Guernsey Switzerland The Bahamas Total 48 The Euromoney award came on the heels of recognition from UK-based publisher of wealth-management industry news and directories, Citywealth, with Butterﬁeld being named runner up in the categories of Best Trust Company – Caribbean and Best Trust Company – Guernsey at Citywealth’s International Financial Centre Awards in January 2015. This followed on our successes as winners of Best Trust Company – Switzerland and Best Trust Company – Caribbean in last year’s awards. We have also been prominent participants in the international ﬁduciary services industry through sponsorship of leading events such as the 2014 STEP Asia conference, which took place in Hong Kong, the STEP Caribbean conference held in The Bahamas, the upcoming Transcontinental Trusts Conference taking place in Bermuda in April 2015 and the International Bar Association’s 20th Wealth Transfer Conference in London in March 2015. 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 the pension, employee beneﬁt and other corporate and institutional trust services we provide. In 2014, trust revenues totalled $38.3 million, an increase of 25.8% from 2013 attributable largely to the acquisition of the Legis Group’s trust and corporate administration business in Guernsey, and also to strong new business results. Close relationships with our clients and their advisers, as well as structured, proactive business development activities led to an increase in new business in both personal and institutional ﬁduciary services in all of our businesses. Trust revenues represented 28.4% of total non-interest income in 2014, up from 24.1% in 2013. 2014 33,650 3,432 41,016 3,097 3,203 84,398 2013 35,621 1,591 10,108 2,566 3,370 53,256 $ change % change (1,971) 1,841 30,908 531 (167) 31,142 (5.5%) 115.7% 305.8% 20.7% (5.0%) 58.5% GROUP ASSET MANAGEMENT Group Asset Management revenue was $17.7 million in 2014, compared to $18.1 million in 2013. The decrease of $0.4 million is due principally to lower short-term interest rates and their trickle-down effect on Money Market Fund management fee income. This was partially offset by increased management fees from private clients. Assets under management were $3.8 billion at year-end 2014, compared to $4.2 billion at the end of 2013. The decrease of $0.4 billion is due primarily to the decline in institutional clients, as insurance captives continued to move assets back onshore, and withdrawals of Money Market Fund balances as clients continued to seek out better-yielding alternatives for short-term investments. Butterﬁeld Asset Management focuses on fulﬁlling the ﬁnancial needs of those who demand the highest levels of service and expertise. Each client has direct access to his or her portfolio manager who is, in turn, supported by a Group investment discipline designed to leverage resources from across the organisation, including a Core Strategy and Research team based in the United Kingdom. The Group provides a broad range of investment services to institutional and private clients in Bermuda, the Cayman Islands, Guernsey, and the United Kingdom. Principal services include discretionary investment management and managed portfolio services. Advisory and self-directed brokerage options are available to clients in Bermuda and the Cayman Islands. The Group also provides money market and mutual fund offerings in all four jurisdictions. Institutional 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 in Bermuda and the Cayman Islands as part of Butterﬁeld’s community banking platform. Total Assets under Management (“AUM”) at 31 December: (in $ millions) Bermuda Cayman Islands Guernsey The Bahamas UK Total 2014 2013 Butterﬁeld Funds Other assets Total AUM Butterﬁeld Funds Other assets Total AUM 1,893 111 46 26 88 404 696 355 - 183 2,297 807 401 26 271 1,956 139 72 40 97 805 541 352 - 194 2,761 680 424 40 291 2,164 1,638 3,802 2,304 1,892 4,196 BUTTERFIELD ANNUAL REPORT 2014 49 FINANCIAL STATEMENTS 5050550505055050500005505005055505050500555055055055050050055050505550055005050555005055050005050500050550505000550050555005055050500550500505050505050000555005550055055050500050505500055000500005000005 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 Ltd., 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 Ltd. 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 26 February 2015 John Maragliano Executive Vice President & Chief Financial Ofﬁcer 26 February 2015 BUTTERFIELD ANNUAL REPORT 2014 51 26 February 2015 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 31 December 2014 and 2013, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity and of cash flows 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 Company’s 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 Company’s 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 Ltd., Chartered Professional 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 31 December 2014 and 2013, 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 Professional Accountants Reference: Independent Auditor’s Report on the Consolidated Financial Statements of The Bank of N.T. Butterfield & Son Limited as at 31 December 2014 and 2013 and for the years then ended. Page: 2 of 2 BUTTERFIELD ANNUAL REPORT 2014 53 CONSOLIDATED BALANCE SHEETS (in thousands of Bermuda dollars, except per share data) As at 31 December 2014 31 December 2013 482,286 1,581,025 2,063,311 394,770 6,871 2,644,063 338,177 2,989,111 4,019,128 215,123 19,241 24,821 33,041 12,838 19,300 67,756 9,858,440 1,558,122 7,073,549 8,631,671 39,906 8,671,577 - 117,897 4,754 655 97,183 220,489 117,000 9,009,066 5,500 2 69 1,348,465 (405,804) (22,086) (76,772) 849,374 9,858,440 411,124 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 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: 550,023,138 (2013: 549,803,460) Preference share capital (USD 0.01 par; USD 1,000 liquidation preference) issued and outstanding: 183,046 (2013: 183,606) Contingent value convertible preference share capital (USD 0.01 par) issued and outstanding: 6,909,397 (2013: 7,129,075) Additional paid-in capital Accumulated deﬁcit Less: treasury common shares: 12,770,604 shares (2013: 8,310,421 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 CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands of Bermuda dollars, except per share data) For the year ended 31 December 2014 31 December 2013 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 gains (losses) on available-for-sale investments Net realised / unrealised losses on other real estate owned Impairment of ﬁxed assets Net gain on sale of afﬁliates and subsidiary Impairment of investment in afﬁliate Net other gains Total other gains 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 Income tax beneﬁt (expense) Net income Earnings per common share Basic earnings per share Diluted earnings per share The accompanying notes are an integral part of these consolidated ﬁnancial statements. 17,728 34,280 29,379 38,268 10,166 5,009 134,830 191,986 67,757 5,358 265,101 20,903 5,628 83 26,614 238,487 (8,048) 230,439 250 8,680 (1,804) (1,986) 277 - 451 5,868 371,137 129,761 57,119 24,312 24,022 14,175 4,281 3,802 15,495 272,967 98,170 169 98,339 0.15 0.15 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 0.11 0.11 BUTTERFIELD ANNUAL REPORT 2014 55 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands of Bermuda dollars) Net income Other comprehensive income (loss), net of taxes Net change in unrealised gains (losses) on translation of net investment in foreign operations Net change in unrealised gains (losses) on available-for-sale investments Employee future beneﬁts adjustments Other comprehensive loss Total comprehensive income The accompanying notes are an integral part of these consolidated ﬁnancial statements. For the year ended 31 December 2014 31 December 2013 98,339 78,160 (2,874) 49,905 (47,143) (112) 98,227 2,855 (84,917) 17,925 (64,137) 14,023 56 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the year ended 31 December 2014 31 December 2013 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 549,803,460 219,678 550,023,138 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 183,606 (560) 183,046 7,129,075 (219,678) 6,909,397 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 $0.05 per share (2013 $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, net of taxes Balance at end of year Total shareholders’ equity 8,310,421 (90,000) 8,567,340 (4,017,157) 12,770,604 5,498 2 5,500 549,677,803 125,657 549,803,460 195,578 (11,972) 183,606 7,254,732 (125,657) 7,129,075 7,066,586 (119,873) 4,038,482 (2,674,774) 8,310,421 2 - 2 71 (2) 69 1,344,755 8,869 (4,503) (560) (96) 1,348,465 (460,157) 98,339 (27,440) (14,712) (1,834) (405,804) (10,948) 180 (17,018) 5,700 (22,086) (76,660) (112) (76,772) 849,374 The accompanying notes are an integral part of these consolidated ﬁnancial statements. 5,496 2 5,498 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 BUTTERFIELD ANNUAL REPORT 2014 57 CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of Bermuda dollars) Cash ﬂows from operating activities Net income Adjustments to reconcile net income to operating cash ﬂows Depreciation and amortisation Impairment of ﬁxed assets Decrease in carrying value of investments in afﬁliates Share-based payments and settlements Realised gains on legal settlement Contingent consideration fair value adjustment Equity pick up on private equity partnership investment Net gain on sales of afﬁliates and subsidiary Impairment of investment in afﬁliate Net realised / unrealised losses on other real estate owned Net realised (gains) losses on available-for-sale investments Provision for credit losses Changes in operating assets and liabilities Decrease (increase) in accrued interest receivable Increase in other assets Increase in accrued interest payable Decrease in other liabilities and employee future beneﬁts Net change in trading investments Cash provided by operating activities from operations Cash ﬂows from investing activities Net (increase) decrease in short-term investments Net proceeds on sale of afﬁliate and dividends received Purchase of subsidiary Net amounts received for assuming deposits acquired from another bank Proceeds from legal settlement Net additions to premises, equipment and computer software Proceeds from other real estate owned Net decrease (increase) 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 (used in) provided by investing activities Cash ﬂows from ﬁnancing activities Net increase in demand and term deposit liabilities Net decrease 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 in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of 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 2014 31 December 2013 98,339 47,251 1,986 (834) 9,049 - 1,070 (458) (277) - 1,804 (8,680) 8,048 594 (3,955) 1,040 (18,885) 136,092 46,574 182,666 (343,773) 806 (34,757) 310,578 - (6,128) 12,389 145,023 12,426 (18,073) 160,208 707,158 (1,287,004) (341,147) 681,258 (25,535) (90,000) (17,018) (656) 1,198 (14,673) (27,440) (1,834) 505,300 (13,980) 332,839 1,730,472 2,063,311 27,654 985 6,086 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 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 licence 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 in Bermuda and Cayman and a provider of specialised wealth management services in all its jurisdictions. Services offered include retail, private and corporate banking, treasury, custody, asset management and personal and institutional trust services. The Bank provides such services from six jurisdictions: Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and the United Kingdom. The Bank holds all applicable 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 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 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 United States (“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 statements of operations. The assets and liabilities of foreign currency-based subsidiaries are translated at the rate of exchange prevailing on the balance sheet date, while associated revenues and expenses are translated to 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 statements of operations when the Bank ceases to have a controlling ﬁnancial interest in a foreign currency-based subsidiary. d. Assets Held in Trust or Custody Securities and properties (other than cash and deposits held with the Bank and its subsidiaries) held in trust, custody, agency or ﬁduciary capacity for customers are not included in the consolidated balance sheet because the Bank is not the beneﬁciary of these assets. BUTTERFIELD ANNUAL REPORT 2014 59 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. From August 2014, certiﬁcates of deposit with less than one year but greater than three months maturity from the date of acquisition are designated as short-term investments as the investments are highly liquid and subject to an insigniﬁcant risk of change in fair value. 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 statements 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 statements 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 statements of operations. For securities with uncertain cash ﬂows, the investments are accounted for under the cost recovery method, whereby all principal and coupon payments received are applied as a reduction of the 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 (prior to its redemption in 2013) 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 used the net assets 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”), prior to its redemption in 2014, management compared cash ﬂow projections to fair value and amortised cost to determine if any credit losses existed. Management’s cash ﬂow forecasts for the PTN were created in conjunction with a specialist in analytical cash ﬂow modelling. Management also performed 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. Acquired loans Acquired loans are recorded at fair value at the date of acquisition. No allowance for credit losses is recorded on the acquisition date as the fair value of the acquired assets incorporates assumptions regarding credit risk. Acquired loans with evidence of credit quality deterioration for which it is probable that the Bank will not receive all contractually required payments receivable are accounted for as purchased credit-impaired loans. Generally, acquired loans that meet the Bank’s deﬁnition for non-accrual status are considered to be credit-impaired. The excess of the cash ﬂows expected to be collected on purchased credit-impaired loans, measured as of the acquisition date, over the estimated fair value is referred to as the accretable yield and is recognised in interest income over the remaining life of the loan using an effective yield methodology. The difference between contractually required payments as of the acquisition date and the cash ﬂows expected to be collected is referred to as the non- accretable difference, which is included as a reduction of the carrying amount of the purchased credit-impaired loans. The Bank evaluates at each balance sheet date whether the estimated cash ﬂows and corresponding present value of its loans determined using the effective interest rates has decreased and if so, recognises an allowance for credit losses in its consolidated statements of operations. For any increases in cash ﬂows expected to be collected, the Bank adjusts any prior recorded allowance for purchased credit-impaired loans ﬁrst, and then the amount of accretable yield recognised on a prospective basis over the purchased credit-impaired loan’s remaining life. Purchased credit-impaired loans are not considered non-performing and continue to have an accretable yield as long as there is a reasonable expectation about the timing and amount of cash ﬂows expected to be collected. 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. BUTTERFIELD ANNUAL REPORT 2014 61 Loans are returned to accrual status when: • • none of the principal or accrued interest is past due (with certain exceptions as noted below) and the Bank expects repayment of the remaining contractual obligation; or when the loan becomes well secured and in the process of collection. Loans modiﬁed in a TDR A modiﬁcation of a loan constitutes a 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. 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. When a loan undergoes a TDR, the determination of the loan’s accrual versus non-accrual status following the modiﬁcation depends on several factors. As with the risk rating process, the accrual status decision for such a loan is a separate and distinct process from the loan’s TDR analysis and determination. Management considers the following in determining the accrual status of restructured loans: • • If the loan was appropriately on accrual status prior to the restructuring, the borrower has demonstrated performance under the previous terms, and the Bank’s credit evaluation shows the borrower’s capacity to continue to perform under the restructured terms (both principal and interest payments), it is likely that the appropriate conclusion is for the loan to remain on accrual at the time of the restructuring. This evaluation must include consideration of the borrower’s sustained historical repayment performance for a reasonable period prior to the date on which the loan was restructured. A sustained period of repayment performance generally would be a minimum of six months and would involve payments of cash or cash equivalents; or If the loan was on non-accrual status before the restructuring, but the Bank’s credit evaluation shows the borrower’s capacity to meet the restructured terms, the loan would likely remain as non-accrual until the borrower has demonstrated a reasonable period of sustained repayment performance. As noted above, this period generally would be at least six months (thereby providing reasonable assurance as to the ultimate collection of principal and interest in full under the modiﬁed terms). Sustained performance before the restructuring may be taken into account. Loans that have been modiﬁed in a TDR are restored to accrual status only when interest and principal payments are brought current for a continuous period of six months under the modiﬁed terms. However, performance prior to the modiﬁcation, or signiﬁcant events that coincide with the modiﬁcation, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modiﬁcation or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non- accrual status. A loan that is modiﬁed in a TDR prior to becoming impaired will be left on accrual status if full collectability in accordance with the restructured terms is expected. The Bank works with its customers in these difﬁcult economic times and may enter into a TDR for loans that are in default, or at risk of defaulting, even if the loan is not impaired. 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. 62 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, 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. Each portfolio of smaller balance, homogeneous loans, including consumer instalment, revolving credit, and most other consumer loans, is collectively evaluated for impairment. The allowance for credit losses attributed to these loans is established via a process that estimates the probable losses inherent and incurred in the portfolio, based upon various analyses. Management considers overall portfolio indicators including historical credit losses; delinquent (deﬁned as loans that are more than 30 days past due), non-performing, and classiﬁed loans; trends in volumes and terms of loans; an evaluation of overall credit quality; the credit process, including lending policies and procedures; and economic, geographical, product, and other environmental factors. j. Business Combinations, Goodwill and Intangible Assets All business combinations are accounted for using the acquisition method. Identiﬁable intangible assets (mostly customer relationships) are recognised separately from goodwill and are initially valued at fair value using discounted cash ﬂow calculations and other recognised valuation techniques. Goodwill represents the excess of the fair value of the consideration paid for the acquisition of a business over the fair value of the net assets acquired. Contingent purchase consideration was measured at its fair value and recorded on the purchase date. Any subsequent changes in the fair value of a contingent consideration liability will be recorded through the statement of comprehensive income. 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. BUTTERFIELD ANNUAL REPORT 2014 63 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 statements of operations. Subsequent decreases in the property’s fair value below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the fair value of a property may be used to reduce the allowance but not below zero. Any operating expenses of the property are 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); a hedge of an exposure to foreign currency risk of a net investment in a foreign operation (a net investment hedge); or, an instrument that is held for trading or non-hedging purposes (a trading or non-hedging 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. The changes in the fair value of a derivative that is designated and qualiﬁes as a cash ﬂow hedge, to the extent that the hedge is effective, are recorded in other comprehensive loss (“OCL”) and the ineffective portion is recorded in current year earnings. That is, ineffectiveness from a derivative that overcompensates for changes in the hedged cash ﬂows is recorded in earnings. However, the ineffectiveness from a derivative that under compensates is not recorded in earnings. The changes in the fair value of a derivative that is designated and qualiﬁes as a foreign currency hedge is recorded in either current year earnings or OCL, depends on whether the hedging relationship satisﬁes the criteria for a fair value or cash ﬂow hedge. If, however, a derivative is used as a hedge of a net investment in a foreign operation, the changes in the derivative’s fair value, to the extent that the derivative is effective as a hedge, are recorded in the cumulative translation adjustment (“CTA”) 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 objectives and strategies for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair value, cash ﬂow, or foreign currency hedges to speciﬁc assets and liabilities on the consolidated balance sheet or speciﬁc ﬁrm commitments or forecasted transactions. The Bank also formally assesses whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash ﬂows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. For those hedge relationships that are terminated, hedge designations that are elected to be removed, forecasted transactions that are no longer expected to occur, or the hedge relationship ceases to be highly effective, the hedge accounting treatment described in the paragraphs above is no longer applied and the end-user derivative is terminated or transferred to the trading designation. For fair value hedges, any changes to the carrying value of the hedged item prior to the discontinuance remain as part of the basis of the asset or liability. When a cash ﬂow hedge is discontinued, the net derivative gain (loss) remains in AOCL unless it is probable that the forecasted transaction will not occur in the originally speciﬁed time period. 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. 64 Beneﬁts under the deﬁned beneﬁt plans are primarily based on the employee’s years of credited service and average annual salary during the ﬁnal years of employment as deﬁned in the plans. 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 experience gains and losses, changes in assumptions, plan amendments and the change in the net pension asset or post-retirement medical beneﬁts liability arising on adoption of revised accounting standards. For each of the deﬁned beneﬁt pension plans and for the post-retirement medical beneﬁts plan, the asset and liability recognised for accounting purposes are 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 statements of operations over the shorter of the vesting or service period. The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option, the current share price, the risk-free interest rate, expected dividend rate, the expected volatility of the share price over the life of the option and other relevant factors. 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 statements 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 the Bank has rendered all services to the clients and is entitled to collect the fee from the client, as long as there are no contingencies associated with the fees. Banking services fees primarily include fees for 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 statements of operations. Loans placed on non-accrual status and investments with uncertain cash ﬂows are accounted for under the cost recovery method, whereby all principal, dividends, interest and coupon payments received are applied as a reduction of the 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 AFS, and derivative assets and liabilities are recognised in the consolidated balance sheet at fair value. BUTTERFIELD ANNUAL REPORT 2014 65 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 approximate fair value. Cash equivalents include unrestricted term deposits, certiﬁcates of deposit and treasury bills with a maturity of less than three months from the date of acquisition and the carrying value at cost is considered to approximate fair value because they are short-term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk. Short-term investments Short-term investments comprise restricted term and demand deposits and unrestricted term deposits, certiﬁcates of deposit and treasury bills with less than one year but greater than three months’ maturity from the date of acquisition. The carrying value at cost is considered to approximate fair value because they are short-term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk. Trading investments and deﬁned beneﬁt pension plan equity securities and mutual funds Trading investments include equities, 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 “AFS and HTM investments including deﬁned beneﬁt pension plan ﬁxed income securities” below for valuation techniques and inputs of ﬁxed income securities. AFS and HTM investments and deﬁned beneﬁt pension plan ﬁxed income securities The fair values for AFS investments are generally sourced from third parties. The fair value of ﬁxed income securities is based upon quoted market values where available, “evaluated bid” prices provided by third party pricing services (“pricing services”) where quoted market values are not available, or by reference to broker or underwriter bid indications where pricing services do not provide coverage for a particular security. To the extent the Bank believes current trading conditions represent distressed transactions, the Bank may elect to utilise internally generated models. The pricing services typically use market approaches for valuations using primarily Level 2 inputs (in the vast majority of valuations), or some form of discounted cash ﬂow analysis. 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. When these inputs are not available, pricing services identify “buckets” of similar securities (allocated by asset class types, sectors, sub-sectors, contractual cash ﬂows/structure, and credit rating characteristics) and apply some form of matrix or other 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. 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. While the Bank receives values for the majority of the investment securities it holds from pricing services, it is ultimately management’s responsibility to determine whether the values received and recorded in the ﬁnancial statements are representative of appropriate fair value measurements. Broker/dealer quotations are used to value investments with ﬁxed maturities where prices are unavailable from pricing services due to factors speciﬁc to the security such as limited liquidity, lack of current transactions, or trades only taking place in privately negotiated transactions. These are considered Level 3 valuations, as signiﬁcant inputs 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. 66 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. OREO 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. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms and speciﬁc risks inherent in the instrument as well as the availability of pricing information in the market. The Bank generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, interest rate swaps and options, model inputs can generally be veriﬁed and model selection does not involve signiﬁcant management judgment. Goodwill The fair value of reporting units for which goodwill is 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. 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. u. 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 12 represent the maximum payments the Bank would have to make should the contracts be fully drawn, the counterparty default, and any collateral held prove to be of no value. As many of these arrangements will expire or terminate without being drawn upon or are fully collateralised, the contractual amounts do not necessarily represent future cash requirements. The Bank does not carry any liability for these obligations. BUTTERFIELD ANNUAL REPORT 2014 67 v. 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 statements 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. w. Consolidated Statements of Cash Flows For the purposes of the consolidated statements 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. x. Earnings Per Share Earnings per share have been calculated using the weighted average number of common shares outstanding during the year (see also Note 19). 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. y. New Accounting Pronouncements Accounting for CTA Upon Derecognition of Certain Subsidiaries or Group of Assets In March 2013, the Financial Accounting Standards Board (“FASB”) issued the ﬁnal guidance related to the release of CTA upon derecognition of subsidiaries or a 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 was effective prospectively from 1 January 2014. The adoption of this guidance for the year ended 31 December 2014 has not had 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 clariﬁes 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 adoption of this guidance is not expected to have an impact on the Bank’s consolidated ﬁnancial position or results of operations. Revenue Recognition In May 2014, the FASB and International Accounting Standards Board (“IASB”) issued converged ﬁnal standards on revenue recognition. The core principle of the new standards is that revenue is recognised when a customer obtains control of a good or service compared to the existing model that 68 is based on the transfer of risks and rewards. As a result of the change, revenue could be recognised earlier or later than it is today and in addition, the standards require extensive new disclosures. The revenue standard is effective for the ﬁrst interim period within annual reporting periods beginning after 15 December 2016 for GAAP public reporting entities and early adoption is not permitted. The Bank is assessing impact of the adoption of this guidance. Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved After the Requisite Service Period In June 2014, the FASB published an Accounting Standards Update which provides explicit guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendments require that a performance target that could be achieved after the requisite service period be treated as a performance condition that affects the vesting of the award. Performance conditions that affect vesting would not be reﬂected in estimating the grant date fair value of the awards. Rather, compensation costs would be recognised when the achievement of the performance condition is considered probable, which may be after the recipient’s service period ends or may never become probable. The update is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after 15 December 2015. The adoption of this guidance is not expected to have an impact on the Bank’s consolidated ﬁnancial position or results of operations. NOTE 3: CASH AND CASH EQUIVALENTS Unrestricted Non-interest earning Cash and demand deposits Interest earning Demand deposits Cash equivalents Sub-total - Interest earning 31 December 2014 Non- Bermuda Bermuda 31 December 2013 Total Bermuda Non- Bermuda Total 23,609 116,056 139,665 46,104 90,767 136,871 203,572 469,388 672,960 139,049 1,111,637 1,250,686 342,621 1,581,025 1,923,646 110,273 407,052 517,325 163,980 912,296 1,076,276 274,253 1,319,348 1,593,601 Total cash and cash equivalents 696,569 1,366,742 2,063,311 563,429 1,167,043 1,730,472 NOTE 4: SHORT-TERM INVESTMENTS Unrestricted term deposits, certiﬁcates of deposit and treasury bills Maturing within three months Maturing between three to six months 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 2014 31 December 2013 Bermuda Non- Bermuda Total Bermuda Non- Bermuda Total - - - - 144,632 223,563 15,694 383,889 144,632 223,563 15,694 383,889 - - - - 35,420 6,884 3,721 46,025 35,420 6,884 3,721 46,025 9,141 1,740 10,881 8,842 114 8,956 Total short-term investments 9,141 385,629 394,770 8,842 46,139 54,981 BUTTERFIELD ANNUAL REPORT 2014 69 NOTE 5: INVESTMENTS Amortised Cost, Carrying Amount and Fair Value 31 December 2014 Gross Amortised unrealised unrealised losses Gross gains cost Carrying amount / Fair value Gross Amortised unrealised gains 31 December 2013 Gross unrealised losses cost Carrying amount / Fair value Trading Debt securities issued by non-US governments Mutual funds Total trading Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued 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 - 6,778 6,778 - 1,037 1,037 - (944) (944) - 6,871 6,871 3,000 49,799 52,799 546 990 1,536 - (1,007) (1,007) 3,546 49,782 53,328 37,724 1,881,728 19 17,140 - (10,998) 37,743 1,887,870 83,789 1,390,987 794 9,382 (12) (52,789) 84,571 1,347,580 38,254 391,059 66,136 154,211 196 9,393 - 33 (125) (1,163) (1,313) (3,075) 38,325 399,289 64,823 151,169 88,298 402,921 85,980 155,374 65,167 - 15 2,634,294 264 - - 27,045 (602) - - 64,829 - 15 (17,276) 2,644,063 32,917 26,791 - 2,267,057 184 15,888 - - - 7,216 - 33,464 (28) (3,405) (2,801) (12,485) 88,454 415,404 83,179 142,889 (2,080) - - (73,600) 30,837 34,007 - 2,226,921 31 December 2014 Amortised cost / Gross Gross Carrying unrealised unrealised losses amount gains 31 December 2013 Amortised cost / Gross Carrying unrealised gains amount Gross unrealised losses Fair value Fair value Held-to-maturity(1) US government and federal agencies (1) For the years ended 31 December 2014 and 2013 non-credit impairments recognised in AOCL for HTM investments were $nil. 343,989 338,177 333,394 6,330 (518) 91 (17,951) 315,534 Pledged AFS Investments The Bank pledges 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 2014, US government and federal agency investment securities with an amortised cost of $381.4 million (2013: $363.8 million) and fair value of $383.7 million (2013: $350.7 million) were pledged. As at 31 December 2014, US government and federal agency investment securities with an amortised cost of $nil (2013: $25.2 million) and fair value of $nil (2013: $25.8 million) were pledged to collateralise repurchase agreements maturing within 90 days. Pledged HTM Investments As at 31 December 2014, US government and federal agency investment securities with an amortised cost of $107.8 million (2013: $83.0 million) and fair value of $110.2 million (2013: $75.1 million) were pledged to secure Bank deposit products where the secured party did not have the right to sell or repledge the collateral. Unrealised Loss Positions The following tables show the fair value and gross unrealised losses of the Bank’s AFS and HTM 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 amortised cost basis. 70 31 December 2014 Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities 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 31 December 2013 Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities 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 Total fair value Total gross unrealised losses 5,454 270,276 22,588 8,090 - - - - (1,942) (125) (8) - - - - 390,913 - 38,845 64,847 150,216 18,116 - (9,056) - (1,155) (1,313) (3,075) (602) 5,454 661,189 22,588 46,935 64,847 150,216 18,116 - (10,998) (125) (1,163) (1,313) (3,075) (602) 306,408 (2,075) 662,937 (15,201) 969,345 (17,276) - - - - 60,556 (518) 60,556 (518) 60,556 (518) 60,556 (518) Less than 12 months Gross unrealised losses Fair value 50,464 855,973 42,996 - 36,470 58,890 30,837 (12) (47,481) (28) - (681) (5,619) (2,080) 12 months or more Fair value - 107,189 - 36,595 46,709 83,998 - Gross unrealised losses - (5,308) - (3,405) (2,120) (6,866) - Total fair value 50,464 963,162 42,996 36,595 83,179 142,888 30,837 Total gross unrealised losses (12) (52,789) (28) (3,405) (2,801) (12,485) (2,080) 1,075,630 (55,901) 274,491 (17,699) 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) The Bank does not believe that the investment securities that were in an unrealised loss position as of 31 December 2014, which was comprised of 72 securities, or, 34% of the portfolio by fair value, represent an OTTI. Total gross unrealised losses were 1.7% of the fair value of affected securities and were attributable primarily to changes in market interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. 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 2014, gross unrealised losses on securities related to US government and federal agencies were $11.5 million (2013: $70.7 million) of which $1.9 million has been in an unrealised loss position for less than 12 months and $9.6 million has been in an unrealised loss position for more 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. Corporate debt securities As at 31 December 2014, gross unrealised losses on corporate debt securities were $1.2 million (2013: $3.4 million) of which materially all have been in an unrealised loss position for more than 12 months. This relates primarily to one debt security issued by a US government-sponsored enterprise and is implicitly backed by the US federal government. Management believes that the value of this security will recover and the current unrealised loss position is a result of interest rate movements. BUTTERFIELD ANNUAL REPORT 2014 71 Asset-backed securities - Student loans As at 31 December 2014, gross unrealised losses on student loan asset-backed securities were $1.3 million (2013: $2.8 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 loans (“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 2014, gross unrealised losses on commercial mortgage-backed securities were $3.1 million (2013: $12.5 million) all of which have 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 credit support which is the percentage of pool losses that can occur before a senior security will incur its ﬁrst dollar of principal loss). No credit losses were recognised on these securities as there are no delinquencies on the underlying mortgages and credit support and loan-to-value ratios (“LTV”) range from 5% - 36% and 25% - 61% respectively. Residential mortgage-backed securities - Prime As at 31 December 2014, gross unrealised losses on prime residential mortgage-backed securities were $0.6 million (2013: $2.1 million) all of which have been in an unrealised loss position for more 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 credit support which is the percentage of pool losses that can occur before a senior security will incur its ﬁrst dollar of principal loss). No credit losses were recognised on these securities as credit support and LTVs range from 7% - 18% and 54% - 62%, respectively. 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 2014 Trading Mutual funds 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 - - - - - 6,871 6,871 Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Equity securities Total available-for-sale 18,246 - - 8,090 - - - - 26,336 19,497 - 1,360 121,930 - - - - 142,787 - 100,305 14,376 230,424 52,597 - - - 397,702 - 335,769 22,589 38,845 - 43,128 6,448 - 446,779 - 1,451,796 - - 12,226 108,041 58,381 - 1,630,444 - - - - - - - 15 15 37,743 1,887,870 38,325 399,289 64,823 151,169 64,829 15 2,644,063 Held-to-maturity US government and federal agencies - - - 48,820 289,357 - 338,177 Total investments 26,336 142,787 397,702 495,599 1,919,801 6,886 2,989,111 13,088 13,248 26,336 123,290 19,497 142,787 397,702 - 397,702 473,011 22,588 495,599 1,919,801 - 1,919,801 6,037 849 6,886 2,932,929 56,182 2,989,111 Total by currency US dollars Other Total investments 72 31 December 2013 Trading Debt securities issued by non-US governments Mutual funds Total trading Within 3 months - - - Available-for-sale Certiﬁcates of deposit US government and federal agencies Debt securities issued by non-US governments Corporate debt securities Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Pass-through note Total available-for-sale 28,186 1 26,472 - - - - - 54,659 Remaining term to average contractual maturity 3 to 12 months - - - 56,385 - 31,141 - - - - - 87,526 1 to 5 years 1,095 - 1,095 - 82,668 4,783 415,404 562 - - - 503,417 5 to 10 years 1,482 - 1,482 - 310,676 26,058 - 71,320 133,765 8,570 34,007 584,396 Over 10 No speciﬁc years maturity Carrying amount 969 - 969 - 49,782 49,782 3,546 49,782 53,328 - 954,235 - - 11,297 9,124 22,267 - 996,923 - - - - - - - - - 84,571 1,347,580 88,454 415,404 83,179 142,889 30,837 34,007 2,226,921 Held-to-maturity US government and federal agencies - - - 51,144 282,250 - 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 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 Sale Proceeds and Realised Gains and Losses of AFS Securities During the year ended 31 December 2014, the Bank disposed of: • • • • Pass-through note totalling $34.4 million in sale proceeds, resulting in a gross realised gain of $8.7 million; US government and federal agency securities totalling $96.1 million in sale proceeds, resulting in a gross realised loss of $0.1 million; Certiﬁcates of deposit totalling $17.1 million in sale proceeds, resulting in a gross realised gain of $nil; and Debt securities issued by non-US governments totalling $12.6 million in sale proceeds, resulting in a gross realised gain of $nil. During the year ended 31 December 2013, the Bank disposed of: • US government and federal agency 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 is sale proceeds, resulting in gross realised losses of $0.1 million. • • • BUTTERFIELD ANNUAL REPORT 2014 73 NOTE 6: LOANS The “Bermuda” and “Non-Bermuda” classiﬁcations purpose is to reﬂect management segment reporting as described in Note 14: Segmented Information. 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 Total gross loans Less speciﬁc allowance for credit losses Less general allowance for credit losses Net loans 31 December 2014 31 December 2013 Non- Bermuda Bermuda Non- Bermuda Bermuda Total Total 66,316 137,445 48,107 251,868 (352) 251,516 46,776 251,392 11,194 309,362 (65) 309,297 113,092 388,837 59,301 561,230 (417) 560,813 65,725 129,865 57,851 253,441 (240) 253,201 80,725 15,000 270,808 400,673 65,934 547,332 (473) 293,658 546,859 8,083 293,891 (233) 415,315 - 415,315 (770) 281,663 20,617 302,280 (1,052) 696,978 20,617 717,595 (1,822) 417,112 - 417,112 (5,123) 332,509 13,489 345,998 - 749,621 13,489 763,110 (5,123) 414,545 301,228 715,773 411,989 345,998 757,987 12,639 58,500 12,935 43,679 127,753 (355) 127,398 7,716 20,684 8,208 113,941 150,549 - 150,549 20,355 79,184 21,143 157,620 278,302 (355) 277,947 15,618 60,846 10,079 47,396 133,939 (160) 133,779 6,654 16,149 6,311 117,960 147,074 - 22,272 76,995 16,390 165,356 281,013 (160) 147,074 280,853 1,270,867 1,238,616 2,509,483 1,309,605 1,239,920 2,549,525 (16,295) (14,771) (16,217) (13,225) (1,446) (3,070) 1,256,096 1,237,170 2,493,266 1,296,380 1,236,850 2,533,230 2,065,803 2,000,807 4,066,610 (18,811) (28,671) 2,030,563 1,988,565 4,019,128 (16,248) (18,992) (2,563) (9,679) 2,114,097 2,026,883 4,140,980 (22,051) (3,303) (10,264) (30,704) 2,074,909 2,013,316 4,088,225 (18,748) (20,440) 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 2014 is 4.71% (2013: 4.65%). 74 Age Analysis of Past Due Loans (Including Non-Accrual Loans) The following tables summarise the past due status of the loans at 31 December 2014 and 2013. 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. 31 December 2014 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 60-89 days 90 days or more Total past due loans Total current (1) Total loans - 357 - 357 909 - 909 165 753 - 856 1,774 - 29 - 29 1,001 - 1,001 19 384 - 270 673 - 1,776 61 1,837 9,054 - 9,054 152 202 10 1,653 2,017 - 2,162 61 2,223 113,092 386,675 59,240 559,007 113,092 388,837 59,301 561,230 10,964 - 10,964 686,014 20,617 706,631 696,978 20,617 717,595 336 1,339 10 2,779 4,464 20,019 77,845 21,133 154,841 273,838 20,355 79,184 21,143 157,620 278,302 Residential mortgage loans 29,577 15,889 80,812 126,278 2,383,205 2,509,483 Total past due loans 32,617 (1) Loans less than 30 days past due are included in current loans. 17,592 93,720 143,929 3,922,681 4,066,610 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 60-89 days 90 days or more Total past due loans Total current (1) Total loans - 681 2 683 784 - 784 253 834 10 506 1,603 - 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 - 45,128 704,493 13,489 717,982 749,621 13,489 763,110 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 past due loans 39,425 (1) Loans less than 30 days past due are included in current loans. 19,313 109,963 168,701 3,972,279 4,140,980 BUTTERFIELD ANNUAL REPORT 2014 75 Loans’ Credit Quality The four credit quality classiﬁcations set out in the following table 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. 31 December 2014 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 98,092 381,952 55,439 535,483 544,832 20,617 565,449 19,615 78,982 20,933 153,226 272,756 15,000 4,254 3,452 22,706 91,500 - 91,500 564 - 167 1,917 2,648 - 1,898 304 2,202 48,373 - 48,373 - 202 - 714 916 - 733 106 839 12,273 - 12,273 176 - 43 1,763 1,982 Total gross recorded investments 113,092 388,837 59,301 561,230 696,978 20,617 717,595 20,355 79,184 21,143 157,620 278,302 Residential mortgage loans 2,344,836 49,819 58,124 56,704 2,509,483 Total gross recorded loans 3,718,524 166,673 109,615 71,798 4,066,610 Pass Special mention Substandard Non-accrual 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 80,725 393,091 57,569 531,385 559,312 12,332 571,644 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 Total gross recorded investments 80,725 400,673 65,934 547,332 749,621 13,489 763,110 22,272 76,995 16,390 165,356 281,013 - 520 472 992 41,236 - 41,236 437 69 221 1,951 2,678 - 2,780 448 3,228 49,899 1,157 51,056 8 432 207 151 798 42,607 97,689 Residential mortgage loans 2,383,773 63,979 Total gross recorded loans 3,760,003 179,216 59,166 2,549,525 104,072 4,140,980 Quality classiﬁcation deﬁnitions A pass loan shall mean a loan that is expected to be repaid as agreed. A loan is classiﬁed as pass where the Bank is not expected to face repayment difﬁculties because the present and projected cash ﬂows are sufﬁcient to repay the debt and the repayment schedule as established by the agreement is being followed. A special mention loan shall mean a loan under close monitoring by the Bank’s management. Loans in this category are currently protected and still performing (current with respect to interest and principal payments), but are potentially weak and present an undue credit risk exposure, but not to the point of justifying a classiﬁcation of substandard. 76 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. A non-accrual loan shall mean either management is of the opinion full payment of principal or interest is in doubt or when principal or interest is 90 days past due and for residential mortgage loans which are not well secured and in the process of collection. Non-Performing Loans Commercial loans 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 31 December 2014 Non-accrual loans(1) Accruing loans past due 90 days Total non- performing loans Non-accrual loans 31 December 2013 Accruing loans past due 90 days Total non- performing loans 733 106 839 1,057 4 1,061 1,790 110 1,900 520 472 992 12,273 - 12,273 176 - 43 1,763 1,982 779 - 779 - 202 - 619 821 13,052 - 13,052 41,236 - 41,236 176 202 43 2,382 2,803 437 69 221 1,951 2,678 9 132 141 1,722 - 1,722 8 432 37 283 760 529 604 1,133 42,958 - 42,958 445 501 258 2,234 3,438 Residential mortgage loans 56,704 29,052 85,756 59,166 9,938 69,104 Total non-performing loans (1) Excludes purchased credit-impaired loans. Gross Loans Evaluated For Impairment Commercial Commercial real estate Consumer Residential mortgage Total gross loans evaluated for impairment 71,798 31,713 103,511 104,072 12,561 116,633 31 December 2014 Individually Collectively evaluated 560,391 683,697 276,234 2,403,706 3,924,028 evaluated 839 33,898 2,068 105,777 142,582 31 December 2013 Individually evaluated 2,642 63,264 4,093 103,086 173,085 Collectively evaluated 544,690 699,846 276,920 2,446,439 3,967,895 Changes in General and Speciﬁc Allowances For Credit Losses Allowances at beginning of year Provision taken (released) during the year Recoveries Charge-offs Other Allowances at end of year Commercial Commercial real estate 9,816 2,789 - (6,621) (64) 5,920 8,340 282 67 (838) (20) 7,831 31 December 2014 Consumer 3,442 (686) 1,983 (1,895) (47) 2,797 Residential mortgage 31,157 5,663 274 (6,113) (47) 30,934 31 December 2013 Total 52,755 8,048 2,324 (15,467) (178) 47,482 Total 55,957 14,825 5,826 (23,706) (147) 52,755 Allowances at end of year: individually evaluated for impairment 417 Allowances at end of year: collectively evaluated for impairment 7,414 1,822 4,098 355 2,442 16,217 14,717 18,811 28,671 22,051 30,704 BUTTERFIELD ANNUAL REPORT 2014 77 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 TDR even if full collectability is expected following the restructuring. For the year ended 31 December 2014, the amount of gross interest income that would have been recorded had impaired loans been current was $5.2 million (2013: $5.7 million). The tables below present information about the Bank’s impaired loans: Impaired loans with an allowance Gross recorded investment of impaired Net loans without investment allowance loans an allowance Speciﬁc Gross recorded Total impaired loans (1) Gross recorded Speciﬁc investment allowance Net loans 575 - 575 (417) - (417) 158 - 158 158 106 264 733 106 839 (417) - (417) 316 106 422 5,854 (1,822) 4,032 28,044 33,898 (1,822) 32,076 - - 515 515 - - (355) (355) - - 160 160 Residential mortgage loans 45,673 (16,217) 29,456 Total impaired loans 52,617 (1) Excludes purchased credit-impaired loans. (18,811) 33,806 176 43 1,344 1,563 29,764 59,635 176 43 1,859 2,078 - - (355) (355) 176 43 1,504 1,723 75,437 (16,217) 59,220 112,252 (18,811) 93,441 31 December 2014 Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Consumer loans Automobile ﬁnancing Overdrafts Other consumer Total consumer loans Impaired loans with an allowance Gross recorded Speciﬁc investment allowance Gross recorded investment of impaired Net loans without loans an allowance Total impaired loans Speciﬁc allowance Gross recorded investment 442 169 611 (373) (100) (473) 69 69 138 1,728 303 2,031 2,170 472 2,642 (373) (100) (473) Net loans 1,797 372 2,169 30,277 (5,123) 25,154 32,987 63,264 (5,123) 58,141 229 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 (16,295) 50,113 135,107 (22,051) 113,056 31 December 2013 Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans 208 - - 128 336 (75) - - (85) (160) 133 - - 43 176 Residential mortgage loans 52,123 (16,295) 35,828 Total impaired loans 83,347 (22,051) 61,296 78 Average Impaired Loan Balances and Related Recognised Interest Income 31 December 2014 31 December 2013 Average gross recorded investment Interest income recognised Average gross recorded investment Interest income recognised Commercial loans Commercial and industrial Commercial overdrafts Total commercial loans Commercial real estate loans Commercial mortgage Consumer loans Automobile ﬁnancing Credit card Overdrafts Other consumer Total consumer loans Residential mortgage loans 1,452 289 1,741 - - - 3,744 382 4,126 48,581 675 64,002 307 35 132 1,963 2,437 70,923 - - - 5 5 1,021 1,701 509 35 219 2,025 2,788 63,159 134,075 97 - 97 256 - - - 4 4 386 743 Total impaired loans 123,682 Loans Modiﬁed in a TDR Effect of modiﬁcation on recorded investment 31 December 2014 Commercial real estate loans Consumer loans Residential mortgage loans Total loans modiﬁed in a TDR (1) The total recorded investment is comprised of $8.9 million of non-accrual loans and $40.5 million of loans on accrual status. (1) Pre-modiﬁcation Post-modiﬁcation outstanding recorded investment 35,419 111 24,203 59,733 outstanding recorded investment 35,270 111 23,706 59,087 Recorded investment 25,922 96 23,346 49,364 Number of contracts 8 1 36 45 Changes in the amount and / (or) timing of principal Interest or interest payments capitalisation 149 - 497 646 - - - - Effect of modiﬁcation on recorded investment 31 December 2013 Commercial loans Commercial real estate loans Consumer loans Residential mortgage loans Total loans modiﬁed in a TDR (1) The total recorded investment is comprised of $11.3 million of non-accrual loans and $31.0 million of loans on accrual status. (1) Pre-modiﬁcation outstanding recorded investment 1,911 35,270 117 11,347 48,645 Recorded investment 1,785 29,081 115 11,395 42,376 Post-modiﬁcation outstanding recorded investment 1,911 35,419 117 11,585 49,032 Number of contracts 3 8 1 18 30 Changes in the amount and / (or) timing of principal or interest payments - - - - - Interest capitalisation - 149 - 238 387 For the year ended 31 December 2014, 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 $2.4 million. BUTTERFIELD ANNUAL REPORT 2014 79 Purchased Credit-Impaired Loans Changes in the contractual principal outstanding for all purchased credit-impaired loans Balance at beginning of year Purchases Advances Balance at end of year Changes in the non-accretable balance for purchased credit-impaired loans Balance at beginning of year Estimate of contractual principal not expected to be collected (non-accretable difference) at acquisition Balance at end of year There were no accretable balances for purchased credit-impaired loans for the year ended 31 December 2014. 31 December 2014 - 7,197 19 7,216 - 3,804 3,804 NOTE 7: CREDIT RISK CONCENTRATIONS Concentrations of credit risk in the lending and off-balance sheet credit-related arrangements portfolios arise when a number of customers are engaged in similar business activities, are in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected 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: Business sector 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 2014 Off-balance sheet 299,934 113,432 - 75,224 570 5,703 275 - 495,138 - 495,138 Loans 307,835 252,945 109,051 2,482,892 70,298 710,905 107,538 6,335 4,047,799 (28,671) 4,019,128 Total credit exposure 607,769 366,377 109,051 2,558,116 70,868 716,608 107,813 6,335 4,542,937 (28,671) 4,514,266 31 December 2013 Off-balance sheet 367,162 129,698 4,767 97,184 - 9,849 - - 608,660 - 608,660 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 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 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 5: Investments. 80 31 December 2014 31 December 2013 Cash and cash equivalents and short-term investments 7,521 18,486 16,648 196,746 - 1,741 32,464 3,384 2,419 7,954 4,423 1,300,686 864,361 1,248 2,458,081 - 2,458,081 Geographic region Australia Bermuda Canada Cayman Germany Guernsey Japan New Zealand Sweden Switzerland The Bahamas United Kingdom United States Other Sub-total General allowance Total Loans - 2,269,748 - 763,379 - 527,560 - - - - 31,809 455,303 - - 4,047,799 (28,671) 4,019,128 Off-balance sheet - 263,407 - 145,796 - 70,976 - - - - - 14,959 - - 495,138 - 495,138 Total credit exposure 7,521 2,551,641 16,648 1,105,921 - 600,277 32,464 3,384 2,419 7,954 36,232 1,770,948 864,361 1,248 7,001,018 (28,671) 6,972,347 Cash and cash equivalents and short-term investments 11,044 56,730 57,478 76,890 2,617 1 12,503 846 503 19,396 4,932 984,127 557,370 1,016 1,785,453 - 1,785,453 Loans - 2,331,616 - 589,807 - 563,669 - - - - 39,990 593,847 - - 4,118,929 (30,704) 4,088,225 Off-balance sheet - 301,603 - 179,367 - 84,493 - - - - - 43,197 - - 608,660 - 608,660 Total credit exposure 11,044 2,689,949 57,478 846,064 2,617 648,163 12,503 846 503 19,396 44,922 1,621,171 557,370 1,016 6,513,042 (30,704) 6,482,338 NOTE 8: PREMISES, EQUIPMENT AND COMPUTER SOFTWARE Category Land Buildings Equipment Computer hardware and software in use Computer software in development Total Cost 11,569 147,704 42,324 203,089 6,238 410,924 31 December 2014 Accumulated depreciation - (58,424) (38,046) (99,331) - (195,801) Net carrying value 11,569 89,280 4,278 103,758 6,238 215,123 31 December 2013 Cost 13,290 153,737 47,140 195,656 5,556 415,379 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 Depreciation charged to operating expenses Buildings (included in Property expense) Equipment (included in Property expense) Computer hardware and software (included in Technology and communication expense) Total depreciation charged to operating expenses Impairment of buildings’ carrying value (included in Impairment of ﬁxed assets) 31 December 2014 4,434 1,728 18,588 24,750 1,986 31 December 2013 4,478 2,100 16,300 22,878 - During the year ended 31 December 2014, the Bank’s intended use of three Bermuda properties changed and therefore the properties were assessed for impairment. The carrying amount of the Bermuda segment’s buildings was impaired by $1.2 million because their respective fair values were lower than the carrying amounts. At the end of 2014, the Bank changed its commitment with respect to a Bermuda property which was being used in its operations but is now contemplated for disposal and therefore the property has been reclassiﬁed as held for sale and included in OREO assets in the consolidated balance sheet. The reclassiﬁcation resulted in an $0.8 million write down 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 9: GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Guernsey segment Balance at beginning of year Acquisition during the year (see Note 26) Foreign exchange translation adjustment Balance at end of year For the year ended 31 December 2014 7,086 19,291 (1,556) 24,821 31 December 2013 6,949 - 137 7,086 BUTTERFIELD ANNUAL REPORT 2014 81 Customer Relationship Intangible Assets 31 December 2014 31 December 2013 Business segment Bermuda - Wealth Management Cayman Guernsey Total Accumulated Accumulated impairment amortisation (5,702) (1,138) (39,205) (46,045) - - - - Cost 8,342 12,324 58,420 79,086 Net carrying amount 2,640 11,186 19,215 33,041 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 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. See Note 26: Business Combinations for details of acquisitions of customer relationship intangible assets that occurred during the year ended 31 December 2014. During the year ended 31 December 2014, the amortisation expense amounted to $4.3 million (2013: $3.4 million) and the foreign exchange translation adjustment decreased the net carrying amount by $1.3 million (2013: increased by $0.1 million). The estimated aggregate amortisation expense for each of the succeeding ﬁve years (until 31 December 2019) is $5.2 million. NOTE 10: CUSTOMER DEPOSITS AND DEPOSITS FROM BANKS By Maturity Demand deposits Demand deposits - Non-interest bearing Demand deposits - Interest bearing Sub-total - demand deposits Term deposits having a denomination of less than $100,000 Customers 1,558,122 5,179,522 6,737,644 31 December 2014 Banks Total Customers 31 December 2013 Banks Total 408 26,512 26,920 1,558,530 5,206,034 6,764,564 1,012,973 4,631,149 5,644,122 385 11,701 12,086 1,013,358 4,642,850 5,656,208 Term deposits maturing within six months 57,451 Term deposits maturing between six to twelve months 18,310 18,492 Term deposits maturing after twelve months Sub-total - term deposits having a denomination of less than $100,000 94,253 82 - - 82 57,533 18,310 18,492 56,468 16,392 18,205 94,335 91,065 - - - - 56,468 16,392 18,205 91,065 Term deposits having a denomination of $100,000 or more Term deposits maturing within six months 1,445,072 Term deposits maturing between six to twelve months 294,175 60,527 Term deposits maturing after twelve months 9,368 3,536 - 1,454,440 297,711 60,527 1,570,923 94,802 196,817 16,150 11,986 - 1,587,073 106,788 196,817 Sub-total - term deposits having a denomination of $100,000 or more 1,799,774 12,904 1,812,678 1,862,542 28,136 1,890,678 Sub-total - term deposits 1,894,027 12,986 1,907,013 1,953,607 28,136 1,981,743 Total 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 82 8,631,671 39,906 8,671,577 7,597,729 40,222 7,637,951 Payable on demand 31 December 2014 Payable on a ﬁxed date Total Payable on demand 31 December 2013 Payable on a ﬁxed date Total 2,914,440 9,508 955,683 - 3,870,123 9,508 2,532,572 494 1,018,417 1,036 3,550,989 1,530 2,153,500 15,797 437,259 12,986 2,590,759 28,783 1,677,092 10,627 394,338 27,100 2,071,430 37,727 1,350,377 1,307 145,132 - 1,495,509 1,307 1,085,862 965 204,646 - 1,290,508 965 53,317 7,514 60,831 68,257 9,980 78,237 266,010 308 6,737,644 26,920 6,764,564 348,439 - 1,894,027 12,986 1,907,013 614,449 308 8,631,671 39,906 8,671,577 280,339 - 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 NOTE 11: 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 2014 and 2013: Accumulated beneﬁt obligation at end of year Change in projected beneﬁt obligation Projected beneﬁt obligation at beginning of year Service cost Employee contributions Interest cost Beneﬁts paid Plan amendment Settlement and curtailment of liability Actuarial (gain) loss Foreign exchange translation adjustment Projected beneﬁt obligation at end of year Change in plan assets Fair value of plan assets at beginning of year Actual return on plan assets Employer contribution Employee contributions Beneﬁts paid Foreign exchange translation adjustment Fair value of plan assets at end of year 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 31 December 2014 31 December 2013 Post-retirement Pension plans medical beneﬁt plan - 188,890 Post-retirement Pension plans medical beneﬁt plan - 160,762 167,469 1,203 99 7,760 (8,771) - (4,662) 31,604 (5,812) 188,890 186,412 18,451 4,172 99 (8,771) (6,356) 194,007 89,109 825 - 4,503 (3,590) 7,901 - 15,892 - 114,640 - - 3,590 - (3,590) - - 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) - - 8,374 - 18,943 - (3,257) (114,640) - (89,109) 5,117 (114,640) 18,943 (89,109) As at 31 December 2014, the pension plans of the Guernsey and United Kingdom subsidiaries were in a surplus position (i.e., net surplus presented in other assets in the balance sheet), while the pension plan of the Bermuda operations was in a deﬁcit position with projected beneﬁt obligations of $94.9 million and plan assets of $91.6 million (2013: all plans were in a surplus position). Amounts recognised in accumulated other comprehensive loss consist of: Net actuarial loss, excluding deferred taxes Prior service credit, net of prior service cost Deferred income taxes assets Net amount recognised in accumulated other comprehensive loss (53,970) - 801 (29,874) 7,008 - (36,384) - 768 (14,904) 21,628 - (53,169) (22,866) (35,616) 6,724 Guernsey Deﬁned Beneﬁt Pension Plan Effective 30 September 2014, the deﬁned beneﬁt pension beneﬁts of the Bank’s Guernsey operations were amended to freeze credited service and ﬁnal average earnings for remaining active members. The beneﬁts amendment resulted in a further reduction in the Guernsey deﬁned beneﬁt pension liability of $4.59 million as at 30 September 2014. BUTTERFIELD ANNUAL REPORT 2014 83 Effective October 2014, all the participants of the Guernsey deﬁned beneﬁt pension plan are inactive and in accordance with US GAAP, the net actuarial loss of the Guernsey deﬁned beneﬁt pension plan will be amortised over the estimated average remaining life expectancy of the inactive participants of 39 years. Prior to all of the Guernsey participants being inactive, the net actuarial loss of the Guernsey deﬁned beneﬁt pension plan was amortised to net income over the estimated average remaining service period for active members of 15 years. Bermuda Deﬁned Beneﬁt Post Retirement Healthcare Plan For the year ended 31 December 2014 numerous changes in the plan provisions were made to align the plan provisions with the administrative practices of the Bank resulting in a further increase in the Bermuda deﬁned beneﬁt post-retirement healthcare plan liability of $7.9 million. The Bank amortises prior service credit resulting from plan amendments that occurred when plan members were active employees, on a linear basis over the expected average remaining service period (to full eligibility) of active members expected to receive beneﬁts under the plan. Such remaining service periods are as follow: 3.1 years for the 2010 plan amendments and 4.6 years for the 2011 plan amendments. Plan amendments occurring in 2014 resulted in the recognition of new prior service cost on 31 December 2014 on a plan for which substantially all members are now inactive and, in accordance with US GAAP, the Bank has elected to amortise this new prior service cost on a linear basis over the average remaining life expectancy of members eligible for beneﬁts under the plan (21 years at 31 December 2014). Annual Beneﬁt Expense Expense component Service cost Interest cost Expected return on plan assets Amortisation of past service cost Amortisation of net actuarial loss Deﬁned beneﬁt expense (income) Deﬁned contribution expense Total beneﬁt expense (income) Other Changes Recognised in Other Comprehensive (Loss) Income Net gain (loss) arising during the year Prior service cost 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 (loss) income (18,947) - - 1,058 83 253 (17,553) For the year ended 31 December 2014 31 December 2013 Post-retirement Pension plans medical beneﬁt plan Pension plans Post-retirement medical beneﬁt plan 1,203 7,760 (10,653) - 1,058 (632) 6,892 6,260 825 4,503 - (6,719) 922 (469) - (469) (15,892) (7,901) (6,719) 922 - - (29,590) 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 - - 5,546 The estimated portion of the net actuarial loss for the pension plans that will be amortised from AOCL into beneﬁt expense over the 2015 ﬁscal year is $1.3 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 2015 ﬁscal year is $2.3 million for the net actuarial loss and a credit of $5.7 million for the net past service credit. Actuarial Assumptions For the year ended 31 December 2014 31 December 2013 Post-retirement Pension plans medical beneﬁt plan Pension plans Post-retirement medical beneﬁt plan Actuarial assumptions used to determine annual beneﬁt expense 4.75% Weighted average discount rate Weighted average rate of compensation increases (1) 4.30% Weighted average expected long-term rate of return on plan assets 5.80% Weighted average annual medical cost 5.10% N/A N/A 4.20% 3.85% 5.65% 4.40% N/A N/A increase rate (sensitivity shown below) N/A 7.3% to 4.5% in 2027 N/A 7.5% to 4.5% in 2027 (1) Excludes the inactive Bermuda deﬁned beneﬁt pension plan. Actuarial assumptions used to determine beneﬁt Weighted average discount rate Weighted average rate of compensation increases Weighted average annual medical cost increase rate (sensitivity shown below) 3.80% 2.80% 4.20% N/A 4.75% 4.30% 5.10% N/A N/A 7.1% to 4.5% in 2027 N/A 7.3% to 4.5% in 2027 84 Post-retirement medical beneﬁt plan sensitivity to trend rate assumptions The effect of a one percentage point increase or decrease in the assumed medical cost increase rate on the aggregate of service and interest costs is as follows: a. One percent increase in trend rate i. Effect on total service cost and interest cost components for the year ii. Effect on beneﬁt obligation at year-end a. One percent increase in trend rate i. Effect on total service cost and interest cost components for the year ii. Effect on beneﬁt obligation at year-end 952 20,339 (771) (16,514) 934 14,111 (752) (11,601) To develop the expected long-term rate of return on the plan assets assumption for each plan, the Bank considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocations of the assets. The weighted average discount rate used to determine beneﬁt obligations at the end of the year is derived from interest rates on high quality corporate bonds with maturities that match the expected beneﬁt payments. Investments Policies and Strategies The pension plans’ assets are managed according to each plan’s investment policy statement, which outlines the purpose of the plan, statement of objectives and guidelines and investment policy. The asset allocation is diversiﬁed and any use of derivatives is limited to hedging purposes only. Weighted average actual and target asset allocations of the pension by asset category Debt securities (including debt mutual funds) Equity securities (including equity mutual funds) Other Total 31 December 2014 31 December 2013 Actual allocation Target allocation Actual allocation Target allocation 49% 45% 6% 100% 50% 48% 2% 100% 41% 59% 0% 100% 48% 50% 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 2014 Fair value determination 31 December 2013 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 - - - 12,747 - 12,747 Level 2 7,707 62,466 17,342 92,962 783 181,260 Level 3 - - - - - - Total fair value 7,707 62,466 17,342 105,709 783 194,007 Level 1 - - - 12,807 - 12,807 Level 2 7,737 54,036 14,978 96,228 517 173,496 Total fair value 7,737 54,036 14,978 109,144 517 186,412 Level 3 - - - 109 - 109 At 31 December 2014, 35.9% (2013: 35.6%) of the assets of the pension plans were mutual funds and equity securities managed or administered by wholly-owned subsidiaries of the Bank. At 31 December 2014, 0.3% and 1.1% (2013: 0.2% and 1.2%) 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. BUTTERFIELD ANNUAL REPORT 2014 85 Estimated 2015 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 2015 Estimated beneﬁt payments by year: 2015 2016 2017 2018 2019 2020-2023 Pension plans 627 7,200 7,400 7,500 7,400 7,400 37,300 Post-retirement medical beneﬁt plan 4,033 4,033 4,306 4,572 4,874 5,194 30,328 NOTE 12: CREDIT-RELATED ARRANGEMENTS AND COMMITMENTS Commitments As at 31 December 2014, the Bank was committed to expenditures under contract for sourcing and leases of $33.1 million and $20.0 million respectively (2013: $52.6 million and $21.5 million, respectively). Rental expense for premises leased on a long-term basis for the year ended 31 December 2014 amounted to $5.3 million (2013: $4.9 million). The following table summarises the Bank’s commitments for sourcing, long-term leases and other agreements: For the year ending 31 December 2015 2016 2017 2018 2019 2020 & thereafter Total commitments Sourcing 18,409 14,667 - - - - 33,076 Leases 4,270 3,994 3,256 3,086 2,714 2,696 20,016 Other agreements 2,241 559 559 516 474 474 4,823 Total 24,920 19,220 3,815 3,602 3,188 3,170 57,915 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 2014 Gross 225,718 10,227 235,945 Collateral 224,158 7,594 231,752 Net 1,560 2,633 4,193 Gross 294,572 12,391 306,963 31 December 2013 Collateral 292,204 8,761 300,965 Net 2,368 3,630 5,998 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. 86 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 2014 257,266 1,927 259,193 31 December 2013 299,062 2,635 301,697 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 2014, $91.8 million (2013: $149.2 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 in the aggregate not be material to the consolidated ﬁnancial position of the Bank. NOTE 13: LOAN INTEREST INCOME Contractual interest Contractual interest earned on mortgages Contractual interest earned on other loans Subtotal contractual interest earned Amortisation 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 31 December 2014 31 December 2013 For the year ended 113,076 75,640 188,716 (1,548) 4,818 191,986 (5,806) 7,526 106,725 77,256 183,981 (1,724) 4,785 187,042 (7,354) 7,380 NOTE 14: SEGMENTED INFORMATION At 31 December 2014, 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 the 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 Internet banking, mobile banking, automated teller machines (“ATMs”) and debit cards. Retail services include deposit services, consumer and mortgage lending, credit cards and personal insurance products. Commercial banking includes commercial lending and mortgages, cash management, payroll services, remote banking and letters of credit. Treasury services include money market and foreign exchange activities. Bermuda’s wealth management offering consists of Butterﬁeld Asset Management Limited, which provides investment management, advisory and brokerage services and Butterﬁeld Trust (Bermuda) Limited, which provides trust, estate, company management and custody services. 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, 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. BUTTERFIELD ANNUAL REPORT 2014 87 Total Assets by Segment Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total assets before inter-segment eliminations Less: inter-segment eliminations Total For the year ended 31 December 2014 Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total before eliminations Inter-segment eliminations Total Net interest income Inter- Customer segment 3,164 928 (1,242) - 166 (3,016) - - - 141,528 58,442 19,303 - (15) 19,229 238,487 - 238,487 Provision for credit losses (6,425) (557) (154) - - (912) (8,048) - (8,048) 31 December 2014 4,797,235 2,863,624 1,639,334 2,002 70,265 832,707 10,205,167 (346,727) 9,858,440 Revenue before gains Net income before gains and losses Non- interest Total and central income and losses expenses allocations 53,263 60,692 33,499 33,515 5,141 26,814 (381) 2,486 95 5,492 7,717 854 92,471 136,716 - (1,886) 92,471 134,830 198,959 92,328 44,721 2,486 5,643 23,018 367,155 (1,886) 365,269 145,696 58,829 39,580 2,867 5,548 22,164 274,684 (1,886) 272,798 For the year ended 31 December 2013 Bermuda Cayman Guernsey Switzerland The Bahamas United Kingdom Total before eliminations Inter-segment eliminations Total Net interest income Customer 135,404 50,809 19,805 1 17 17,773 223,809 - 223,809 Inter- segment 1,496 1,172 3 - 170 (2,841) - - - Provision for credit losses (12,707) (3,554) (126) - 58 1,504 (14,825) - (14,825) Non- interest income 60,682 32,177 19,678 1,746 5,612 7,384 127,279 (1,316) 125,963 Revenue before gains and losses 184,875 80,604 39,360 1,747 5,857 23,820 336,263 (1,316) 334,947 Net income before gains Total expenses 151,042 54,674 31,945 2,418 4,932 19,841 264,852 (1,316) 263,536 and losses and central allocations 33,833 25,930 7,415 (671) 925 3,979 71,411 - 71,411 31 December 2013 4,624,281 2,309,380 1,437,873 2,206 91,758 828,295 9,293,793 (422,978) 8,870,815 Gains and losses 6,908 36 (1,077) - - 1 5,868 - 5,868 Gains and losses 3,533 (492) (378) 3,905 - 181 6,749 - 6,749 Net income 60,171 33,535 4,064 (381) 95 855 98,339 - 98,339 Net income 37,366 25,438 7,037 3,234 925 4,160 78,160 - 78,160 NOTE 15: DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT The Bank uses derivatives for risk management purposes and to meet the needs of its customers. The Bank’s derivative contracts principally involve OTC 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 statements of operations depends on whether the contract has been designated as a hedge and qualiﬁes for hedge accounting. 88 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. 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. BUTTERFIELD ANNUAL REPORT 2014 89 The following table shows the notional amounts and related fair value measurements of derivative instruments as at the balance sheet date: 31 December 2014 Risk management derivatives Net investment hedges Derivatives not formally designated as hedging instruments Subtotal risk management derivatives Client services derivatives Derivative instrument Notional amounts Positive fair value Negative fair value Net fair value Currency swaps 180,333 29 (3,102) (3,073) Currency swaps Spot and forward foreign exchange 48,408 228,741 253 282 (1,108) (4,210) (855) (3,928) 2,529,159 16,648 (15,032) 1,616 Total derivative instruments 2,757,900 16,930 (19,242) (2,312) 31 December 2013 Risk management derivatives Net investment hedges Derivatives not formally designated Derivative instrument Currency swaps as hedging instruments Currency swaps Subtotal risk management derivatives Client services derivatives Spot and forward foreign exchange Notional amounts 171,396 168,343 339,739 Positive fair value Negative fair value Net fair value - - - (10,004) (10,004) (9,381) (19,385) (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) In addition to the above, foreign denominated deposits, totalling $15.7 million at 31 December 2014 (2013: $nil), were designated as a hedge of foreign exchange risk associated with the net investment in foreign operations. The “Net amounts offset in consolidated balance sheet” 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. Gross amounts recognised 31 December 2014 Derivative assets Spot and forward foreign Gross amounts offset in consolidated balance sheet Net amounts Gross amounts not offset in consolidated balance sheet offset in consolidated balance sheet Net amounts in consolidated balance sheet Collateral pledged Amounts net of collateral in consolidated balance sheet exchange and currency swaps 16,222 (2,585) 13,637 3,293 16,930 11,375 28,305 Derivative liabilities Spot and forward foreign exchange and currency swaps 2,839 (19,283) Total derivative instruments (16,444) (2,807) (2,798) (19,242) (2,312) 9,041 (10,201) 18,104 Gross amounts recognised Gross amounts offset in consolidated balance sheet Net amounts offset in consolidated balance sheet Gross amounts not offset in consolidated balance sheet Net amounts in consolidated balance sheet Amounts net of collateral in consolidated balance sheet Collateral pledged 31 December 2013 Derivative assets Spot and forward foreign exchange and currency swaps 11,075 (3,362) 7,713 3,533 11,246 9,611 20,857 Derivative liabilities Spot and forward foreign exchange and currency swaps 4,217 (30,302) Total derivative instruments (26,085) (18,372) (3,467) (29,552) (18,306) 9,599 (19,953) 904 90 The following table shows the location and amount of gains (losses) recorded in the consolidated statements of operations on derivatives outstanding as at 31 December 2014 and 2013: Derivative instrument Interest rate swaps Spot and forward foreign exchange Total net gains recognised in net income Consolidated statements of operations line item Net other gains Foreign exchange revenue For the year ended 31 December 2014 - (332) (332) 31 December 2013 86 2,030 2,116 NOTE 16: 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 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 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: 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 Asset-backed securities - Student loans Commercial mortgage-backed securities Residential mortgage-backed securities - Prime Pass-through note Equity securities Total available-for-sale 31 December 2014 31 December 2013 Level 1 Fair value Level 2 Level 3 Total carrying amount / fair value Level 1 Fair value Level 2 Level 3 Total carrying amount / fair value - 6,038 6,038 - 833 833 - - - - 6,871 6,871 - 5,842 5,842 3,546 43,940 47,486 - - - 3,546 49,782 53,328 - 37,743 - 1,887,870 - - 37,743 1,887,870 - 84,571 - 1,347,580 - 84,571 - 1,347,580 - - - - 38,325 399,289 52,596 151,169 - - 12,227 - 38,325 399,289 64,823 151,169 - - - - 88,454 415,404 71,882 142,889 - - 11,297 - 88,454 415,404 83,179 142,889 - 64,829 - - 15 - - 2,631,836 - - - 12,227 64,829 - 15 2,644,063 - - - - 30,837 - - 2,181,617 - 34,007 - 30,837 34,007 - 45,304 2,226,921 Other assets - Derivatives - 16,930 - 16,930 - 11,246 - 11,246 Financial liabilities Other liabilities - Derivatives - (19,242) - (19,242) - (29,552) - (29,552) BUTTERFIELD ANNUAL REPORT 2014 91 There were no transfers between Level 1 and Level 2 during the years ended 31 December 2014 and 2013. 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 2014 12,227 - 31 December 2013 11,297 34,007 The valuation techniques used for the Level 3 assets as presented in the previous 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 consisted 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 determined the fair value of each underlying security within the PTN. The investment manager used 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. The PTN was sold in 2014. 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 Proceeds from sales, paydowns and maturities Accretion recognised in net income Realised and unrealised gains (losses) recognised in other comprehensive income Realised and unrealised gains recognised in net income Foreign exchange translation adjustment Carrying amount at end of year Items Recognised at Fair Value on a Non-Recurring Basis: 31 December 2014 Available- for-sale investments 45,304 (36,438) 915 (6,286) 8,732 - 12,227 31 December 2013 Closed ended fund 4,397 (4,111) - - - (286) - Available- for-sale investments 41,810 (5,542) 1,929 7,107 - - 45,304 31 December 2014 31 December 2013 Other real estate owned The current carrying value of OREO will be adjusted to fair value only when there is devaluation below carrying value. Level 1 - Fair value Level 2 19,300 Level 3 - Fair value Level 1 - Level 2 27,407 Level 3 - Total carrying amount / fair value 19,300 Total carrying amount / fair value 27,407 92 Items Other Than Those Recognised at Fair Value on a Recurring Basis: Financial assets Cash and cash equivalents Short-term investments Investments held-to-maturity Loans, net of allowance for credit losses 31 December 2014 31 December 2013 Carrying amount Fair Appreciation / (depreciation) value Carrying amount Fair Appreciation / (depreciation) value 2,063,311 394,770 338,177 2,063,311 394,770 343,989 - - 5,812 1,730,472 54,981 333,394 1,730,472 54,981 315,534 - - (17,860) Level Level 1 Level 1 Level 2 Level 2 4,019,128 4,015,764 (3,364) 4,088,225 4,082,741 (5,484) 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 6,737,644 1,894,027 39,906 6,737,644 1,895,558 39,906 - 117,000 - 115,936 - (1,531) - - 1,064 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 NOTE 17: INTEREST RATE RISK The following tables set out the assets, liabilities and shareholders’ equity and off-balance sheet instruments on the date of the earlier of contractual maturity, expected maturity or repricing date. Use of these tables to derive information about the Bank’s interest rate risk position is limited by the fact that customers may choose to terminate their ﬁnancial instruments at a date earlier than the contractual maturity or repricing date. Examples of this include ﬁxed-rate mortgages, which are shown at contractual maturity but which may pre-pay earlier, and certain term deposits, which are shown at contractual maturity but which may be withdrawn before their contractual maturity subject to prepayment penalties. Investments are shown based on remaining contractual maturities. The remaining contractual principal maturities for mortgage-backed securities (primarily US Government agencies) do not consider prepayments. Remaining expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature. 31 December 2014 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 Other liabilities Subordinated capital Total liabilities and shareholders’ equity Interest rate sensitivity gap Cumulative interest rate sensitivity gap 1,923 155 422 3,684 - 6,184 - 5,142 1,168 - 47 6,357 (173) (173) - 224 37 133 - 394 - 64 344 - - 408 - 16 105 20 - 141 - - 316 - 45 361 (14) (187) (220) (407) - - 470 89 - 559 - - 79 - 25 104 455 48 - - 1,948 44 - 1,992 - - - - - - 140 - 7 49 392 588 849 1,559 - 220 - 2,628 Total 2,063 395 2,989 4,019 392 9,858 849 6,765 1,907 220 117 9,858 1,992 2,040 (2,040) - - - BUTTERFIELD ANNUAL REPORT 2014 93 31 December 2013 Earlier of contractual maturity or repricing date (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 Within 3 months 3 to 6 months 6 to 12 months 1 to 5 years After 5 years Non-interest bearing funds 1,593 44 347 3,581 - 5,565 - 4,587 1,432 26 - 137 6,182 (617) (617) - 7 55 253 - 315 - 57 212 - - - 269 - 4 32 19 - 55 - - 123 - - - 123 - - 496 138 - 634 - - 215 - - 70 285 - - 1,634 27 - 1,661 - - - - - - - 137 - 50 70 384 641 803 1,012 - - 197 - 2,012 46 (571) (68) (639) 349 (290) 1,661 1,371 (1,371) - Total 1,730 55 2,614 4,088 384 8,871 803 5,656 1,982 26 197 207 8,871 - - NOTE 18: 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 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. During January 2014, the Bank fully redeemed the 2005 issuance Series A subordinated debt for its nominal value of $90 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 $78 million outstanding subordinated notes redeemed in May 2008. The notes issued under Series A paid a ﬁxed coupon of 7.59% until 27 May 2013 when they became redeemable in whole at the option of the Bank. In May 2013, the Bank exercised its option to redeem the Series A note outstanding at face value. The Series B notes pay a ﬁxed coupon of 8.44% until 27 May 2018 when they also become redeemable in whole at the Bank’s option. The Series B notes were priced at a spread of 4.51% over the 10-year US Treasury yield. No interest was capitalised during the years 2014 and 2013. 94 The following table presents the contractual maturity and interest payments for subordinated capital issued by the Bank as at 31 December 2014. The interest payments are calculated until contractual maturity using the current LIBOR rates. Earliest date redeemable at the Bank’s Interest rate until date option maturity date redeemable Contractual Interest payments until contractual maturity Interest rate from earliest date redeemable to contractual Principal Within 1 to 5 After maturity outstanding 1 year years 5 years 27-May-2018 2-Jul-2020 27-May-2023 5.15% 3 months US$ LIBOR + 2.000% 5.11% 3 months US$ LIBOR + 1.695% 8.44% 3 months US$ LIBOR + 4.929% - 47,000 1,065 2,662 45,000 1,806 3,526 661 25,000 2,110 7,244 4,580 5,241 117,000 4,981 13,432 Subordinated capital Bermuda 2003 issuance - Series B 27-May-2013 2005 issuance - Series B 2-Jul-2015 2008 issuance - Series B 27-May-2018 Total NOTE 19: 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 Net income Less: Preference dividends declared and guarantee fee Less: Premium on preference share buyback Net income attributable for 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 Net income attributable for common shareholders Adjusted weighted average number of common shares issued Net dilution impact related to options to purchase common shares Net dilution impact related to awards of unvested common shares Adjusted weighted average number of diluted common shares (in thousands) For the year ended 31 December 2014 0.15 31 December 2013 0.11 98,339 (16,546) (96) 81,697 556,933 (9,336) 547,597 0.15 81,697 547,597 3,927 4,958 556,482 78,160 (16,990) (2,756) 58,414 556,933 (7,567) 549,366 0.11 58,414 549,366 1,271 2,934 553,571 The contingent value convertible preference (“CVCP”) 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 2014, options to purchase 30.3 million (2013: 31.8 million) shares of common stock (see Note 20), were outstanding. During the year ended 31 December 2014, the number of outstanding awards of unvested common shares (see Note 20) was 9.7 million (2013: 8.6 million). Only awards for which the sum of 1) the expense that will be recognised in the future (i.e., the unrecognised expense) and 2) its exercise price, if any, 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. An award’s unrecognised expense is also considered to be the proceeds the employees would need to pay to purchase accelerated vesting of the awards. For purposes of calculating dilution, such proceeds are assumed to be used by the Bank to buy back common shares at the average market price. The weighted-average number of outstanding awards, net of the assumed weighted-average number of common shares bought back, is included in the number of diluted participating shares. Warrants issued to the Government of Bermuda in exchange for the Government’s guarantee of the preference shares, with an exercise price of $3.49 (2013: $3.51) for 4.30 million shares of common stock (2013: 4.28 million) were not included in the computation of earnings per share as at 31 December 2014 and 2013 because the exercise price was greater than the average market price of the Bank‘s common stock. BUTTERFIELD ANNUAL REPORT 2014 95 NOTE 20: SHARE-BASED PAYMENTS Stock Option Plans 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. The subscription price will be reduced for all special dividends declared by the Bank. The 2010 Stock Option Plan will vest based on two speciﬁc types of vesting conditions (i.e., time and performance conditions), as detailed below: 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. 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 transfer 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. As at 31 December 2014 the grant date fair value of outstanding performance options is $8.9 million (2013: $9.5 million). If the probability of a valuation event becomes more likely than not, some or all of the unrecognised expense relating to the performance options will be recognised as an expense. In addition to the time and performance vesting conditions noted above, the options will generally vest immediately: • • • by reason of the employee’s death or disability, upon termination, by the Bank, of the holder’s employment, unless if in relation with the holder’s misconduct, or in limited circumstances and speciﬁcally approved by the board, as stipulated in the holder’s employment contract. In the event of the employee’s resignation, any unvested portion of the awards shall generally be forfeited and any vested portion of the options shall generally remain exercisable during the 90-day period following the termination date or, if earlier, until the expiration date, and any vested portion of the options not exercised as of the expiration of such period shall be forfeited without any consideration therefore. Weighted average fair value of stock options granted No options were granted in the year ended 31 December 2014 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 Time vested options N/A N/A $0.42 $0.41 Performance options N/A N/A $0.44 $0.43 96 Changes in Outstanding Stock Options For the year ended 31 December 2014 Outstanding at beginning of year 3,992 Exercised - Forfeitures and cancellations (436) Resignations, retirements, redundancies Expiration at end of plan life - (31) 3,525 Outstanding at end of year Vested and exercisable at end of year For the year ended 31 December 2014 Outstanding at beginning of year 4,577 - (1) Exercised Forfeitures and cancellations Resignations, retirements, redundancies - Expiration at end of plan life (584) 3,992 Outstanding at end of year Vested and exercisable at end of year Number of shares transferable upon exercise (thousands) Weighted average exercise price ($) Weighted average remaining life (years) 1997 Stock 2010 Stock Option Plan Option Plan Total Aggregate 1997 Stock 2010 Stock intrinsic value 1997 Stock Option Plan Option Plan Option Plan Option Plan ($ thousands) 2010 Stock 27,808 31,800 (1,027) (1,027) (437) (1) - - - (31) 26,780 30,305 12.83 - 10.86 1.17 1.16 1.16 - 1.16 13.76 13.07 - 1.17 2.38 5.66 22,233 3,525 8,677 12,202 13.07 1.17 2.38 5.65 Number of shares transferable upon exercise (thousands) Weighted average exercise price ($) Weighted average remaining life (years) 1997 Stock Option Plan 2010 Stock Option Plan Total 1997 Stock Option Plan 2010 Stock Option Plan 1997 Stock Option Plan 2010 Stock Option Plan Aggregate intrinsic value ($ thousands) 28,750 33,327 (596) (303) (596) (302) (44) - (44) (584) 27,808 31,800 12.77 - 15.78 - 12.70 12.78 1.18 1.17 1.17 1.17 - 1.18 3.12 6.65 8,636 3,992 6,429 10,421 12.78 1.17 3.12 6.41 Share-Based Plans Recipients of unvested shares awards are entitled to the related common shares at no cost, at the time the award vests. Recipients of unvested shares may be entitled to receive additional unvested shares having a value equal to the cash dividends that would have been paid had the unvested shares been issued and vested. Such additional unvested shares granted as dividend equivalents are subject to the same vesting schedule and conditions as the underlying unvested shares. Unvested shares subject only to time-vesting condition immediately vest upon retirement, death, disability or upon termination, by the Bank, of the holder’s employment unless if in relation with the holder’s misconduct. Unvested shares subject to both time-vesting and performance vesting condition remain outstanding and unvested upon retirement and will vest only if the performance conditions are met. Unvested shares can also vest in limited circumstances and if speciﬁcally approved by the board, as stipulated in the holder’s employment contract. Unvested shares are generally forfeited when employment ends. BUTTERFIELD ANNUAL REPORT 2014 97 Employee Deferred Incentive Plan (“EDIP”) Under the Bank’s EDIP Plan, 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. The table below presents the number of shares transferable upon vesting of the shares under the EDIP: Number of shares transferable upon vesting of EDIP shares (in thousands of shares) Outstanding at beginning of year Granted Vested Forfeitures and cancellations Resignations, retirements, redundancies Outstanding at end of year For the year ended 31 December 2014 2,183 1,510 (1,029) - (4) 2,660 31 December 2013 1,976 1,367 (755) (8) (397) 2,183 Executive Long-Term Incentive Share Plan (“ELTIP”) 2012 and 2011 ELTIP Under the Bank’s 2012 and 2011 ELTIP, shares were awarded to Bank employees and executive management, based on predetermined vesting conditions. Two types of vesting conditions upon which the shares were awarded comprise the ELTIP: 1) 50% of each share award were granted in the form of time vested shares, generally vesting equally over a three-year period from the effective grant date; and 2) 50% of each share award were granted in the form of performance shares, generally vesting upon the achievement of certain performance targets in the three-year period from the effective grant date. 2014 and 2013 ELTIP The 2014 EDIP and the 2014 ELTIP were approved on 24 February 2014. Under the Bank’s 2014 and 2013 ELTIP, performance shares were awarded to executive management. These shares will generally vest upon the achievement of certain performance targets in the three-year period from the effective grant date. Number of shares transferable upon vesting of the 2011 to 2014 ELTIP shares (in thousands of shares) Outstanding at beginning of year Granted Vested Forfeitures and cancellations Resignations, retirements, redundancies Outstanding at end of year Share-based Compensation Cost Recognised in Net Income For the year ended 31 December 2014 6,441 2,550 (1,852) - (77) 7,062 31 December 2013 5,231 3,520 (900) (1,110) (300) 6,441 31 December 2014 31 December 2013 Stock option plan EDIP and ELTIP Total Stock option plan EDIP and ELTIP For the year ended 1,915 1,915 6,954 6,954 8,869 8,869 1,486 1,486 4,861 4,861 180 9,049 Total 6,347 6,347 173 6,520 31 December 2014 31 December 2013 As at 477 8,864 1,900 129 4,165 15,535 1,826 9,479 1,614 727 3,978 17,624 Share-based compensation plans Awards granted in year 2010 and after Total share-based compensation Share-based settlement plans Directors shares and retainers settlement plan Total share-based payments Unrecognised Expense Attributable to Each Plan 2010 Stock Option Plan Time vesting options Performance vesting options EDIP 2011, 2012, 2013, 2014 ELTIP Time vesting shares Performance vesting shares Total unrecognised expense 98 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 21: 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 purchased pursuant to each programme. 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 for treasury. 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. Effective 1 April 2014, the Board approved the 2014 common share buy-back programme authorising the purchase for treasury of up to 15 million common shares. On 26 February 2015, the Board approved, with effect from 1 April 2015, the 2015 common share buy-back programme, authorising the purchase for treasury of up to eight million common shares. Common share buy-backs Acquired number of shares (to the nearest 1) Average cost per common share Total cost (in Bermuda dollars) For the years ended 2014 8,567,340 1.99 17,018,412 2013 4,038,482 1.39 5,610,907 2012 7,260,051 1.24 8,999,061 Total 19,865,873 1.59 31,628,380 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. On 28 April 2014, the Board approved the 2014 preference share buy-back programme, authorising the purchase and cancellation of up to 26,600 preference shares. On 26 February 2015, the Board approved, with effect from 4 May 2015, the 2015 preference share buy-back programme, authorising the purchase for cancellation of up to 5,000 preference shares. Preference share buy-backs Acquired number of shares (to the nearest 1) Average cost per preference share Total cost (in Bermuda dollars) For the years ended 2014 560 1,172.26 656,465 2013 11,972 1,230.26 14,728,624 2012 4,422 1,218.40 5,387,777 Total 16,954 1,225.25 20,772,866 From time to time, the Bank’s associates, insiders and insiders’ associates as deﬁned by the BSX regulations may sell shares, which may result in such shares being repurchased pursuant to each programme, provided no more than any such person’s pro-rata share of the listed securities is repurchased. Pursuant to the BSX regulations, all repurchases made by any issuer pursuant to a securities repurchase programme must be made: (1) in the open market and not by private agreement; and (2) for a price not higher than the last independent trade for a round lot of the relevant class of securities. BUTTERFIELD ANNUAL REPORT 2014 99 NOTE 22: ACCUMULATED OTHER COMPREHENSIVE LOSS The table below presents the changes in AOCL by component for the year ended: Unrealised losses on translation of net investment in foreign operations (7,632) Unrealised gains (losses) on available- for-sale investments (40,136) (2,874) (10,506) 49,905 9,769 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 2014 Balance at beginning of year Other comprehensive income (loss), net of taxes Balance at end of year 31 December 2013 Balance at beginning of year Other comprehensive income (loss), net of taxes Balance at end of year Net change of AOCL Components Employee future beneﬁts Post- retirement healthcare 6,724 Subtotal - employee future beneﬁts (28,892) Total AOCL (76,660) (29,590) (22,866) (47,143) (76,035) (112) (76,772) Pension (35,616) (17,553) (53,169) 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) Line item in the consolidated statements of operations, if any For the year ended 31 December 2014 31 December 2013 Net unrealised (loss) gains on translation of net investment in foreign operations adjustments Foreign currency translation adjustments Net investment hedge gains (losses) Net change N/A Available-for-sale investment adjustments Gross unrealised gains (losses) arising during the year Reclassiﬁcation of realised (gains) losses to net income Foreign currency translation Net realised gains on available-for-sale investments adjustments of related balances N/A Net change Employee future beneﬁts adjustments Deﬁned beneﬁt pension plan Net actuarial gain (loss) Amortisation of actuarial gains (losses) Change in deferred taxes Foreign currency translation adjustments of related balances Net change Post-retirement healthcare plan Net actuarial gain (loss) Prior service cost Amortisation of actuarial gains (losses) Amortisation of prior period service credit Net change Other comprehensive loss 100 N/A Salaries and other employee beneﬁts N/A N/A N/A N/A Salaries and other employee beneﬁts Salaries and other employee beneﬁts (10,574) 7,700 (2,874) 5,963 (3,108) 2,855 58,523 (84,261) (8,680) 62 49,905 (18,947) 1,058 83 253 (17,553) (15,892) (7,901) 922 (6,719) (29,590) 61 (717) (84,917) 11,755 1,644 (1,656) 636 12,379 10,023 - 2,242 (6,719) 5,546 (112) (64,137) NOTE 23: CAPITAL STRUCTURE Authorised Capital The Bank's total authorised share capital as of 31 December 2014 and 2013 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 21: 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 (“BMA”), 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. 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 US$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 4,299,010 warrants with an exercise price of $3.49 as at 31 December 2014. 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 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 are explained in detail in the prospectus of the rights offering. On 31 March 2015, all remaining CVCP shares will be converted to common shares. Dividend Declared During the year ended 31 December 2014, the Bank declared cash dividends totalling $0.05 (2013: $0.07) for each common share and CVCP share on record as of the related record dates. During the years ended 31 December 2014 and 2013, 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 BMA 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. Effective 1 January 2015, the BMA adopted capital and liquidity regulatory requirements consistent with Basel III, a framework released by the Basel Committee on Banking Supervision. The ﬁnalisation of the implementation is subject to ongoing consultation with the BMA regarding the implementation and interpretation of these new rules. The Bank is assessing the impact of the adoption of this guidance. The Bank is fully compliant with all regulatory capital requirements and maintains capital ratios in excess of regulatory minimums as at 31 December 2014 and 2013. The following table sets forth the Bank's capital adequacy in accordance with Basel II framework: 31 December 2014 31 December 2013 Capital Tier 1 capital Tier 2 capital Total capital Weighted Risk Assets Capital Ratios (%) Tier 1 common Tier 1 Total Total Capital 781,743 130,788 912,531 4,113,404 14.6% 19.0% 22.2% 823,577 169,221 992,798 4,197,744 15.2% 19.6% 23.7% NOTE 24: INVESTMENTS IN AFFILIATES 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 afﬁliates as the decline in fair value of the investment was considered other-than-temporary. BUTTERFIELD ANNUAL REPORT 2014 101 NOTE 25: 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, and Switzerland are subject to the tax laws of those jurisdictions. For the years ended 31 December 2014 and 2013, the Bank did not record any unrecognised tax beneﬁts or expenses and has no uncertain tax positions as at 31 December 2014 and 2013. 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 2014 and 2013. For the years ended 31 December 2014 and 2013, the Bank did not incur any interest or pay any penalties. Income taxes in consolidated statement of operations Current tax expense (beneﬁt) Deferred tax expense Total tax expense (beneﬁt) 31 December 2014 (169) - (169) 31 December 2013 859 32 891 Reconciliation Between the Effective Income Tax Rate and the Statutory Income Tax Rate 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 Other - net Income tax expense (beneﬁt) at effective tax rate Deferred income taxes Deferred income tax asset Tax loss carried forward Pension liability Fixed assets Allowance for compensated absence Onerous leases Deferred income tax asset before valuation allowance Less: valuation allowance Net deferred income tax assets Deferred income tax liability Other Net deferred income tax asset For the year ended 31 December 2014 % - 2 (2) (1) 1 - $ - 1,501 (1,429) (956) 715 (169) 31 December 2013 % - 2 (1) 1 - 2 $ - 1,714 (1,116) 587 (294) 891 31 December 2014 31 December 2013 2,641 800 1,067 10 11 4,529 (3,068) 1,461 - 1,461 4,173 201 815 10 12 5,211 (4,304) 907 (5) 902 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 period ended 31 December 2014. 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 2014, a valuation allowance of $3.1 million (2013: $4.3 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. The Bank has net taxable loss carry forwards related to the Bank’s international operations of approximately $12.3 million (2013: $20.0 million), which have an indeﬁnite life. 102 NOTE 26: BUSINESS COMBINATIONS Legis Acquisition On 1 April, 2014, the Bank via one of its subsidiaries, Butterﬁeld Trust (Guernsey) Limited ("BTGL"), acquired all of the outstanding common shares of Legis T & C Holdings Limited ("Legis") for a maximum purchase price of up to $39.6 million. Legis is a Guernsey-based trust and corporate services business. The acquisition was undertaken to enhance the Bank's market presence and widen the Bank's range of corporate and institutional trust services for private clients and institutional and corporate clients. The acquisition date fair value of the cash consideration transferred amounted to $34.8 million comprising cash settlement of $31.9 million paid on 1 April 2014 and a contingent consideration of $2.9 million. The contingent consideration is dependent on revenue performance and representation and warranties being met. The undiscounted contingent consideration ranges from $2.3 million to $5.4 million. The fair value is calculated as the discounted amount payable based on various case scenarios with equal probabilities assigned to the payouts being made under each scenario. The contingent consideration of $2.9 million is included in other liabilities in the consolidated balance sheet. The ﬁnal consideration payable may differ from the initial estimated liability with any changes in the liability recorded in other gains (losses) in the consolidated statement of operations until the liability is settled. Subsequent to the acquisition date, the estimated fair value of the contingent consideration liability increased to $3.9 million as at 31 December 2014, primarily as a result of change in payment probabilities as estimates are updated for actual results. The fair value of the net assets acquired and allocation of purchase is summarised as follows: Total consideration transferred Assets acquired Cash and cash equivalents Intangible assets Other assets Total assets acquired Liabilities acquired Other liabilities Liabilities acquired Excess purchase price (Goodwill) As at 1 April 2014 34,757 1,466 15,466 158 17,090 1,624 1,624 19,291 The purchase price paid by the Bank was for intangible assets in the form of customer relationships of $15.5 million with an estimated ﬁnite useful life of 15 years and resulting goodwill of $19.3 million. Goodwill is made up of expected cash ﬂows to be derived from new business and expected synergies resulting from leveraging existing support services and infrastructure within the Bank. The Bank incurred transaction expenses, comprising legal and professional fees, related to the Legis acquisition in the amount of $1.2 million, which were expensed during the year. Effective 1 April 2014, the operating results of Legis are included in the consolidated ﬁnancial statements. For the year ended 31 December 2014, net revenue of $6.4 million and operating expenses of $4.9 million from the Legis business are included in the consolidated ﬁnancial statement. The following selected pro forma ﬁnancial information has been provided to present a summary of the combined results of the Bank and Legis, assuming the transaction had been effected on 1 January 2013. The pro forma data is for informational purposes only and does not necessarily represent results that would have occurred if the transaction had taken place on the basis assumed above. For the year ended Total net revenue Total non-interest operating expense (including income tax expense) Net income 31 December 2014 31 December 2013 350,755 271,773 78,982 373,554 272,550 101,004 HSBC Acquisition During the third quarter of 2014, the Bank announced that it had reached an agreement to acquire parts of the corporate and retail banking business of HSBC Bank (Cayman) Limited (“HSBC Cayman”). The acquisition was undertaken to enhance the Bank’s market presence and expand its community banking customer base in the Cayman Islands. On 7 November 2014, the Bank via one of its subsidiaries, Butterﬁeld Bank (Cayman) Limited (“BNTB Cayman”), acquired substantially all the retail loans and deposits of HSBC Cayman for a cash purchase price of $5.3 million. The acquisition was accounted for as a business combination as the Bank acquired substantially all the loans and deposits of HSBC Cayman and deemed to obtain control over the business. BUTTERFIELD ANNUAL REPORT 2014 103 The fair value of the net assets acquired and allocation of purchase is summarised as follows: Total consideration transferred Assets acquired Cash and cash equivalents Loans Performing loans Residential mortgages (a) Government loans (a) Commercial loans (a) Other loans (a) Purchased credit impaired loans - residential mortgages(a) Accrued interest receivable Total tangible assets acquired Liabilities assumed Deposits Accrued interest payable Total tangible liabilities assumed Intangible assets (b) Excess purchase price (Goodwill) As at 7 November 2014 Acquisition Fair value value adjustment Fair value 5,341 315,919 - 315,919 112,491 20,000 1,721 4,175 11,001 522 465,829 465,810 19 465,829 (1,784) (120) (21) (43) (3,804) - (5,772) 110,707 19,880 1,700 4,132 7,197 522 460,057 - - - 465,810 19 465,829 - 11,113 11,113 - (a) Adjustment reﬂects the fair value adjustments based on the Bank’s evaluation of the acquired loan portfolio. When assessing the fair value adjustment, the Bank has considered prepayments for purchased credit impaired loans by estimating the future cash ﬂows of liquidated collateral. (b) Estimated ﬁnite useful life of 15 years. The Bank incurred transaction expenses, comprising legal and professional fees, related to the HSBC Cayman acquisition in the amount of $1.6 million, which were expensed during the year. Disclosure of the pro forma ﬁnancial information to present a summary of the combined results of the Bank and HSBC Cayman acquisition is impracticable. The disclosure is impracticable as the Bank did not acquire the legal entity and therefore does not have access to the historical revenue and expense data as it relates to the loans and deposits acquired. NOTE 27: RELATED PARTY TRANSACTIONS Financing Transactions As of 17 May 2005, the Bank established a programme to offer loans with preferential rates to eligible Bank employees, subject to certain conditions set by the Bank and provided that such employees meet certain credit criteria. Loan payments are serviced by automatically debiting the employee’s chequing or savings account with the Bank. Applications for loans are handled according to the same policies as those for the Bank’s 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 2014 amount to $208.0 million (2013: $222.2 million) resulting in an interest rate beneﬁt to employees of $6.4 million (2013: $5.7 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 2014, related party Director loan balances were $58.0 million (2013: $66.3 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 2014, $65.7 million (2013: $95.0 million) was outstanding under this agreement. For the year ended 31 December 2014, $2.7 million (2013: $1.8 million) of interest income has been recognised in the consolidated statements 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. 104 Repurchase Facility Agreement During 2013, the Bank entered into a repurchase agreement with CIBC for a $225 million line at market rates and terms. At 31 December 2014, the repurchase agreement balance with CIBC was $nil (2013: $25.5 million). Financial Instruments With Related Parties At 31 December 2014, the Bank held $239.3 million (2013: $112.1 million) in cash and cash equivalents with CIBC. As at 31 December 2014, the Bank held forward exchange contracts with CIBC with a notional amount of $372.9 million (2013: $317.1 million) with unrealised losses of $6.2 million (2013: gain of $1.1 million). NOTE 28: COMPARATIVE INFORMATION Certain prior-year ﬁgures have been reclassiﬁed to conform to current year presentation. Non-interest bearing cash as at 31 December 2013 has been reduced by $110 million with a corresponding increase in Interest earning cash. The change in classiﬁcation results from demand deposits with banks that are earning interest at a negligible rate, which the Bank now classiﬁes as interest bearing although interest earned is minimal. NOTE 29: SUBSEQUENT EVENTS On 26 February 2015, the Board of Directors declared a fourth interim dividend of $0.01 per common and CVCP share and a special dividend of $0.01 per common and CVCP share to be paid on 27 March 2015 to shareholders of record on 13 March 2015. The Bank has performed an evaluation of subsequent events through to 26 February 2015, the date the ﬁnancial statements were issued. BUTTERFIELD ANNUAL REPORT 2014 105 SHAREHOLDER INFORMATION 106106 DIRECTORS’ AND EXECUTIVE OFFICERS’ SHARE INTERESTS AND DIRECTORS’ SERVICE CONTRACTS In accordance with Regulation 6.8(3) of Section IIA of the Bermuda Stock REGISTRAR AND TRANSFER AGENT Mitsubishi UFJ Fund Services The Belvedere Building Exchange Listing Regulations, the total interests in common shares and contingent 69 Pitts Bay Road value convertible preference shares of the Bank by all Directors and Executive Pembroke, HM 08 Ofﬁcers* at 31 December 2014 was 5,293,191 shares. In addition, this group also Bermuda has interests in 70 non-cumulative perpetual limited voting preference shares. As Tel: (441) 299 3882 of 31 December 2014, Executive Ofﬁcers also had interests in 14,640,000 stock Fax: (441) 295 6759 options pursuant to the 2010 Stock Option Plan that vest in accordance with E-mail: bntbshareholders2@mfsadmin.com 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 2014 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 5 April 2017. Save for the foregoing contract, and those arrangements described in Note 27 to the Bank’s 31 December 2014 consolidated ﬁnancial statements, there are no other contracts of signiﬁcance subsisting during or at the end of the ﬁnancial year ended 31 December 2014 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”), which is located at: BERMUDA STOCK EXCHANGE 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 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 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. 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 The Bank renewed the Common Share Repurchase Programme for a twelve-month period, with effect from 1 April 2015, authorising the Board to repurchase up to 8,000,000 common shares. The Bank renewed the Preference Share Repurchase Programme for a twelve-month period, with effect from 4 May 2015, authorising the Board to repurchase up to 5,000 preference shares. During 2014, the Bank repurchased 8,567,340 common shares to be held as treasury shares at a cost of $17.0 million, and 560 preference shares, which were subsequently cancelled, at a cost of $0.7 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. The Bank will advise the BSX monthly of shares repurchased and cancelled by the Bank. LARGE SHAREHOLDERS As at 31 December 2014, the following were registered holders of 5% or more of the issued share capital*: Carlyle Global Financial Services Partners LP, 19.55% Canadian Imperial Bank of Commerce, 19.01% Wellcome Trust Investments, 6.86% Ithan Creek Master Investor (Cayman) LP, 6.85% Rosebowl Western, 6.85% *Includes common and contingent value convertible preference shares and excludes treasury shares held. BUTTERFIELD ANNUAL REPORT 2014 107 THE BAHAMAS Butterﬁeld Trust (Bahamas) Limited Trust & Fiduciary Services Managing Director: Timothy Colclough 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 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: bahamas@butterﬁeldgroup.com 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 Interim Chief Executive Ofﬁcer: Charles Gregory 99 Gresham Street London, EC2V 7NG United Kingdom Tel: (44) 207 776 6700 Fax: (44) 207 776 6701 E-mail: info@uk.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 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 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 108 Butterfield is committed to environmentally conscious printing. The following savings to our natural resources were realised in the printing of this Annual Report: Energy: 6,798,654 BTUs Trees: 10 Wastewater: 15,434 liters Air Emissions: 403 kg Solid Waste: 205 kg The Bank of N.T. Butterfield & Son Limited 65 Front Street, Hamilton, Bermuda www.butterfieldgroup.com A N N U A L R E P O R T 2 0 1 4

Continue reading text version or see original annual report in PDF format above