EX-99.2 3 q32017financialstatements.htm EXHIBIT 99.2 - FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2017 Exhibit
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INDEX TO FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements
Page
Consolidated Balance Sheets (unaudited) as of 30 September 2017 and 31 December 2016
Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended 30 September 2017 and 2016
Consolidated Statements of Comprehensive Income (unaudited) for the Three and Nine Months Ended 30 September 2017 and 2016
Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Nine Months Ended 30 September 2017 and 2016
Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended 30 September 2017 and 2016
Notes to the Consolidated Financial Statements (unaudited)


1

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


 
As at
 
30 September 2017

31 December 2016

Assets
 
 
Cash and demand deposits with banks - Non-interest bearing
90,520

110,741

Demand deposits with banks - Interest bearing
304,322

326,437

Cash equivalents - Interest bearing
1,150,680

1,664,473

Cash due from banks
1,545,522

2,101,651

Securities purchased under agreement to resell
209,595

148,813

Short-term investments
208,177

519,755

Investment in securities
 
 
Trading
6,700

6,313

Available-for-sale
3,327,935

3,332,738

Held-to-maturity (fair value: $1,278,210 (2016: $1,046,828))
1,278,152

1,061,103

Total investment in securities
4,612,787

4,400,154

Loans
 
 
Loans
3,706,091

3,614,725

Allowance for credit losses
(41,990
)
(44,247
)
Loans, net of allowance for credit losses
3,664,101

3,570,478

Premises, equipment and computer software
164,342

167,773

Accrued interest
25,629

22,780

Goodwill
21,353

19,622

Intangible assets
40,037

42,289

Investments in associates and equity method
13,728

13,482

Other real estate owned
12,272

14,199

Other assets
60,839

82,549

Total assets
10,578,382

11,103,545

 
 
 
Liabilities
 
 
Customer deposits
 
 
Bermuda
 
 
Non-interest bearing
1,752,084

1,733,684

Interest bearing
3,390,642

4,213,417

Non-Bermuda
 
 
Non-interest bearing
619,003

651,329

Interest bearing
3,632,915

3,411,423

Total customer deposits
9,394,644

10,009,853

Bank deposits
 
 
Bermuda
366

344

Non-Bermuda
12,451

23,452

Total deposits
9,407,461

10,033,649

Employee benefit plans
140,436

139,967

Accrued interest
2,828

2,143

Other liabilities
108,242

100,044

Total other liabilities
251,506

242,154

Long-term debt
117,000

117,000

Total liabilities
9,775,967

10,392,803

Commitments, contingencies and guarantees (Note 10)
 
 
 
 
 
Shareholders' equity
 
 
Common share capital (BMD 0.01 par; authorised voting ordinary shares 2,000,000,000 and
non-voting ordinary shares 6,000,000,000) issued and outstanding: 54,675,192 (2016: 53,284,872)
547

533

Additional paid-in capital
1,152,456

1,142,608

Accumulated deficit
(226,914
)
(287,677
)
Less: treasury common shares, at cost: nil (2016: 2,066)

(42
)
Accumulated other comprehensive loss
(123,674
)
(144,680
)
Total shareholders’ equity
802,415

710,742

Total liabilities and shareholders’ equity
10,578,382

11,103,545

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

2

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



 
Three months ended
Nine months ended
 
30 September 2017

30 September 2016

30 September 2017

30 September 2016

Non-interest income
 
 
 
 
Asset management
6,336

5,596

18,125

15,075

Banking
10,795

9,670

31,779

28,357

Foreign exchange revenue
7,561

6,474

23,404

23,222

Trust
10,949

11,585

33,592

32,533

Custody and other administration services
2,046

2,300

5,980

6,850

Other non-interest income
546

641

2,594

2,647

Total non-interest income
38,233

36,266

115,474

108,684

Interest income
 
 
 
 
Interest and fees on loans
47,912

47,282

137,869

142,017

Investments (none of the investment securities are intrinsically tax-exempt)
 
 
 
 
Trading



1,558

Available-for-sale
16,275

13,350

48,211

38,527

Held-to-maturity
9,232

5,599

26,667

16,054

Deposits with banks
4,583

2,602

12,523

6,191

Total interest income
78,002

68,833

225,270

204,347

Interest expense
 
 
 
 
Deposits
2,486

2,695

7,948

9,220

Long-term debt
1,258

1,134

3,675

3,339

Securities sold under repurchase agreements

6


118

Total interest expense
3,744

3,835

11,623

12,677

Net interest income before provision for credit losses
74,258

64,998

213,647

191,670

Provision for credit losses
661

(307
)
487

(5,271
)
Net interest income after provision for credit losses
74,919

64,691

214,134

186,399

Net trading gains (losses)
102

71

387

840

Net realised gains (losses) on available-for-sale investments
2,468

(3
)
4,246

(81
)
Net gains (losses) on other real estate owned
(132
)
(117
)
74

(426
)
Net other gains (losses)
(683
)
673

(743
)
(117
)
Total other gains (losses)
1,755

624

3,964

216

Total net revenue
114,907

101,581

333,572

295,299

Non-interest expense
 
 
 
 
Salaries and other employee benefits
37,444

42,365

110,823

105,790

Technology and communications
13,240

14,373

39,578

42,958

Professional and outside services
6,900

4,057

19,231

13,485

Property
5,114

5,356

15,387

15,498

Indirect taxes
4,618

4,235

13,319

11,630

Marketing
906

871

4,238

2,795

Amortisation of intangible assets
1,049

1,151

3,155

3,486

Restructuring costs
388

564

1,462

5,723

Other expenses
3,971

4,352

12,757

12,639

Total non-interest expense
73,630

77,324

219,950

214,004

Net income before income taxes
41,277

24,257

113,622

81,295

Income tax expense
(186
)
(209
)
(624
)
(713
)
Net income
41,091

24,048

112,998

80,582

Cash dividends declared on preference shares

(3,657
)

(10,931
)
Preference shares guarantee fee

(462
)

(1,371
)
Net income attributable to common shareholders
41,091

19,929

112,998

68,280

 


 
 
Earnings per common share


 
 
Basic earnings per share
0.75

0.41

2.09

1.45

Diluted earnings per share
0.74

0.41

2.04

1.42

Dividend per share
0.32

0.10

0.96

0.30


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


3

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


 
Three months ended
Nine months ended
 
30 September 2017

30 September 2016

30 September 2017

30 September 2016

 


 
 
Net income
41,091

24,048

112,998

80,582

 


 
 
Other comprehensive income (loss), net of taxes


 
 
Net change in unrealised gains and losses on translation of net investment in foreign operations
1,098

(770
)
2,243

(5,207
)
Accretion of net unrealised (gains) losses on held-to-maturity investments transferred from available-for-sale investments
21

21

109

(124
)
Net change in unrealised gains and losses on available-for-sale investments
4,697

(2,146
)
16,046

27,176

Employee benefit plans adjustments
847

(460
)
2,608

(1,477
)
Other comprehensive income (loss), net of taxes
6,663

(3,355
)
21,006

20,368

 


 
 
Total comprehensive income
47,754

20,693

134,004

100,950


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


4

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


 
Nine months ended
 
30 September 2017
30 September 2016
 
Number of shares

In thousands of
US dollars

Number of shares

In thousands of
US dollars

Common share capital issued and outstanding
 
 
 
 
Balance at beginning of period
53,284,872

533

47,293,253

473

Retirement of shares


(2,393
)

Issuance of common shares
1,390,320

14

5,957,447

59

Balance at end of period
54,675,192

547

53,248,307

532

 
 
 
 
 
Preference shares
 
 
 
 
Balance at beginning/end of period


182,863

2

 
 
 
 
 
Additional paid-in capital
 
 
 
 
Balance at beginning of period
 
1,142,608

 
1,225,344

Share-based compensation
 
5,225

 
13,464

Share-based settlements
 
289

 
(8,152
)
Retirement of common shares
 

 
(45
)
Cost of issuance of common shares
 
22

 
(5,417
)
Issuance of common shares, net of underwriting discounts and commissions
 
4,313

 
131,540

Sale of treasury common shares
 
(1
)
 

Balance at end of period
 
1,152,456

 
1,356,734

 
 
 
 
 
Accumulated deficit
 
 
 
 
Balance at beginning of period
 
(287,677
)
 
(368,618
)
Net income for period
 
112,998

 
80,582

Common share cash dividends declared and paid, $0.96 per share (2016 $0.30 per share)
 
(52,235
)
 
(14,025
)
Cash dividends declared on preference shares, nil per share (2016: $60.00 per share)
 

 
(10,931
)
Preference shares guarantee fee
 

 
(1,372
)
Balance at end of period
 
(226,914
)
 
(314,364
)
 
 
 
 
 
Treasury common shares
 
 
 
 
Balance at beginning of period
2,066

(42
)
924,031

(16,350
)
Purchase of treasury common shares


97,053

(1,588
)
Sale of treasury common shares
(380
)
13



Share-based settlements
(1,686
)
29

(558,686
)
9,848

Fractional share payout


(2
)

Balance at end of period


462,396

(8,090
)
 
 
 
 
 
Accumulated other comprehensive income (loss)
 
 
 
 
Balance at beginning of period
 
(144,680
)
 
(90,497
)
Other comprehensive income (loss), net of taxes
 
21,006

 
20,368

Balance at end of period
 
(123,674
)
 
(70,129
)
Total shareholders' equity
 
802,415

 
964,685


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

5

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


 
Nine months ended
 
30 September 2017

30 September 2016

Cash flows from operating activities
 
 
Net income
112,998

80,582

Adjustments to reconcile net income to operating cash flows
 
 
Depreciation and amortisation
37,893

38,600

Provision for credit (recovery) losses
(487
)
5,271

Share-based payments and settlements
5,525

13,795

Net realised (gains) losses on available-for-sale investments
(4,246
)
81

(Gain) loss on sale of premises and equipment

(8
)
Net (gains) losses on other real estate owned
(74
)
426

(Increase) in carrying value of investments in associates and equity method
(658
)
(948
)
Fair value adjustments of a contingent payment

895

Changes in operating assets and liabilities
 
 
(Increase) decrease in accrued interest receivable
(2,562
)
(3,566
)
(Increase) decrease in other assets
23,331

(13,222
)
Increase (decrease) in accrued interest payable
550

303

Increase (decrease) in employee benefit plans and other liabilities
2,210

5,675

Cash provided by operating activities
174,480

127,884

 
 
 
Cash flows from investing activities
 
 
(Increase) decrease in securities purchased under agreement to resell
(60,782
)
(185,779
)
Net (increase) decrease in short-term investments
314,524

(601,012
)
Net change in trading investments
(387
)
314,891

Available-for-sale investments: proceeds from sale
205,263

32,256

Available-for-sale investments: proceeds from maturities and pay downs
374,074

450,665

Available-for-sale investments: purchases
(569,001
)
(1,666,666
)
Held-to-maturity investments: proceeds from maturities and pay downs
83,765

49,127

Held-to-maturity investments: purchases
(303,352
)
(60,484
)
Net (increase) decrease in loans
(30,027
)
91,123

Additions to premises, equipment and computer software
(12,828
)
(6,461
)
Proceeds from sale of other real estate owned
2,000

5,073

Dividends received on investments in associates and equity method
412

441

Cash disbursed for business acquisition

(9,033
)
Cash provided by (used in) investing activities
3,661

(1,585,859
)
 
 
 
Cash flows from financing activities
 
 
Net increase (decrease) in demand and term deposit liabilities
(729,355
)
632,563

Proceeds from issuance of common shares, net of underwriting discounts and commissions
13

131,600

Cost of issuance of common shares

(5,417
)
Proceeds from loans sold under agreement to repurchase

5,152

Cost of repurchase of loans under agreement to repurchase

(5,152
)
Common shares repurchased

(1,634
)
Proceeds from stock option exercises
4,346

1,366

Cash dividends paid on common shares
(52,235
)
(14,025
)
Cash dividends paid on preference shares

(10,972
)
Preference shares guarantee fee paid

(1,372
)
Cash provided by (used in) financing activities
(777,231
)
732,109

Net effect of exchange rates on cash due from banks
42,961

(78,235
)
Net increase (decrease) in cash due from banks
(556,129
)
(804,101
)
Cash due from banks at beginning of period
2,101,651

2,288,890

Cash due from banks at end of period
1,545,522

1,484,789


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

6

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


Note 1: Nature of business

The Bank of N.T. Butterfield & Son Limited (“Butterfield”, the “Bank” or the “Company”) is incorporated under the laws of Bermuda and has a banking licence under the Banks 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 bank and wealth manager headquartered in Hamilton, Bermuda. The Bank operates its business through six geographic segments: Bermuda, the Cayman Islands, and Guernsey, where its principal banking operations are located; and The Bahamas, Switzerland, and the United Kingdom, where it offers specialized financial services. Butterfield offers banking services, comprised of retail and corporate banking, and wealth management, which consists of trust, private banking, and asset management. In the Bermuda and Cayman Islands segments, Butterfield offers both banking and wealth management. In the Guernsey, Bahamas, and Switzerland segments, the Bank offers wealth management. In the United Kingdom segment, the Bank offers residential property lending.

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

Note 2: Significant accounting policies

The accompanying unaudited interim consolidated financial statements of the Bank have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and should be read in conjunction with the Bank’s audited financial statements for the year ended 31 December 2016.

In the opinion of Management, these unaudited interim consolidated financial statements reflect all adjustments (consisting principally of normal recurring accruals) considered
necessary for a fair statement of the Bank’s financial position and results of operations as at the end of and for the periods presented. The Bank’s results for interim periods are not necessarily indicative of results for the full year.

The preparation of financial statements in conformity with US GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. While Management believes that the amounts included in the unaudited interim consolidated financial statements reflect its best estimates and assumptions, actual results could differ from those estimates. The Bank’s principal estimates include:
• Allowance for credit losses
• Fair value and impairment of financial instruments
• Impairment of long-lived assets
• Impairment of goodwill
• Employee benefit plans
• Share-based payments

On 1 January 2016, the Bank changed its financial statements' reporting currency from Bermuda dollars to United States ("US") dollars for all periods presented. Assets, liabilities, revenues and expenses denominated in Bermuda dollars are translated to US dollars at par.

The following accounting developments were either issued during the nine months ended 30 September 2017 or are accounting standards pending adoption:

In January 2017, the Financial Accounting Standards Board ("FASB") published Accounting Standards Update No. 2017-03 Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323) - Amendments to SEC Paragraphs Pursuant to Staff Announcement at the September 22, 2016 and November 17, 2016 EITF Meetings. The amendments in this update reflect the SEC Staff Announcement "Disclosure of the Impact that Recently Issued Accounting Standards Will Have on the Financial Statements of a Registrant When Such Standards Are Adopted in a Future Period (in accordance with Staff Accounting Bulletin [SAG] Topic 11.M)". It applies to ASU 2014-09 Revenue from Contracts with Customers (Topic 606), ASU 2016-02 Leases (Topic 842), and ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments required by this ASU are reflected in the ASU discussions for 2014-09, 2016-02 and 2016-13 that are discussed in the following paragraphs.

In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued converged final standards on revenue recognition. The FASB issued Accounting Standards Update No. 2014-09 Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). The core principle of the new standards is that revenue is recognized when a customer obtains control of a good or service compared to the existing model that is based on the transfer of risks and rewards. As a result of the change, revenue could be recognized earlier or later than under current GAAP and in addition, the update could require extensive new disclosures. The effective date for this update is the same as for Accounting Standards Update No. 2015-14 Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date which defers the effective date of ASU 2014-09 by one year resulting in the effective date being fiscal years, and interim periods with in those fiscal years, beginning after 15 December 2017. Earlier application is permitted only as of annual reporting periods beginning after 15 December 2016, including interim reporting periods within that reporting period. The Bank has determined that this standard will affect non-interest income items that are fee generating but does not expect the impact to have a significant effect. The Bank plans to apply the modified retrospective method for initial transition.

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

In June 2016, the FASB published Accounting Standards Update No. 2016-13 Financial Instruments – Credit Losses. The amendments in this update provide a new impairment model, known as the current expected credit loss model that is based on expected losses rather than incurred losses. The amendments in this update are also intended to reduce the complexity and reduce the number of impairment models entities use to account for debt instruments. For public business entities that meet the GAAP definition of an SEC filer, the effective date for this update for fiscal years beginning after 15 December 2019, including interim periods within those fiscal years. The Bank is assessing the impact of the adoption of this guidance.

In January 2017, the FASB published Accounting Standards Update No. 2017-04 Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test, and therefore an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying

7

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


amount exceeds the reporting unit’s fair value. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit and an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This update should be adopted on a prospective basis by a public business entity that is a US Securities and Exchange Commission filer for its annual or any interim goodwill impairment tests in fiscal years beginning after 15 December 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after 1 January 2017. The Bank is assessing the impact of the adoption of this guidance.

In March 2017, the FASB published Accounting Standards Update No. 2017-07 Compensation - Retirement Benefits (Topic 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost. The amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The amendments in this update are effective for public business entities for annual periods beginning after 15 December 2017, including interim periods within those annual periods. Early adoption is permitted. The amendments in this update should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. The Bank has determined that this standard will have an effect on the presentation of other components of net benefit cost in the consolidated statements of operations and statements of comprehensive income but the impact is expected to be negligible.

In March 2017, the FASB published Accounting Standards Update No. 2017-08 Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20) Premium Amortization on Purchased Callable Debt Securities. The amendments in this update shorten the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this update are effective for public business entities for annual periods beginning after 15 December 2018, including interim periods within those annual periods. Early adoption is permitted. The Bank has determined that this standard will apply depending on the investments held at the time of adoption, but does not expect the impact to have a significant effect.

In May 2017, the FASB published Accounting Standards Update No. 2017-09 Compensation - Stock Compensation (Topic 718) - Scope of Modification Accounting . The amendments in this update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this update are effective for public business entities for annual periods beginning after 15 December 2017, including interim periods within those annual periods. Early adoption is permitted. As the Bank has outstanding share-based payment awards, it was determined that this standard will apply if any modifications occur in the future.

In August 2017, the FASB published Accounting Standards Update No. 2017-12 Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities. The amendments in this update better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.  To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements.  The amendments in this Update also make certain targeted improvements to simplify the application of hedge accounting guidance and ease the administrative burden of hedge documentation requirements and assessing hedge effectiveness.  The amendments in this update are effective for public business entities for fiscal years beginning after 15 December 2018, and interim periods within those fiscal years. Early application is permitted in any interim period after issuance of the update and all transition requirements and elections should be applied to hedging relationships existing on the date of adoption. For the Bank, the amendments relating to the recognition and presentation of net investment hedges will apply but the impact is expected to be negligible due to the nature of the Bank’s hedging relationships.


8

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


Note 3: Cash due from banks
 
30 September 2017
31 December 2016
 
Bermuda 

Non-Bermuda

Total 

Bermuda 

Non-Bermuda

Total 

Non-interest bearing
 
 
 
 
 
 
Cash and demand deposits with banks
25,812

64,708

90,520

28,690

82,051

110,741

 
 
 
 
 
 
 
Interest bearing¹
 
 
 
 
 
 
Demand deposits with banks
161,927

142,395

304,322

138,123

188,314

326,437

Cash equivalents
430,027

720,653

1,150,680

976,557

687,916

1,664,473

Sub-total - Interest bearing
591,954

863,048

1,455,002

1,114,680

876,230

1,990,910

 
 
 
 
 
 
 
Total cash due from banks
617,766

927,756

1,545,522

1,143,370

958,281

2,101,651

¹ Interest bearing cash due from banks includes certain demand deposits with banks as at 30 September 2017 in the amount of $208.3 million (31 December 2016: $305.3 million) that are earning interest at a negligible rate.

Note 4: Short-term investments
 
30 September 2017
31 December 2016
 
Bermuda 

Non-Bermuda

Total 

Bermuda 

Non-Bermuda

Total 

Unrestricted
 
 
 
 
 
 
Maturing within three months
60,114

112,823

172,937

36,953

80,360

117,313

Maturing between three to six months

649

649

343,723

40,825

384,548

Maturing between six to twelve months

3,541

3,541




Total unrestricted short-term investments
60,114

117,013

177,127

380,676

121,185

501,861

 
 
 
 
 
 
 
Affected by drawing restrictions related to minimum reserve and derivative margin requirements
 
 
 
Interest earning demand deposits
29,791

1,259

31,050

17,894


17,894

Total short-term investments
89,905

118,272

208,177

398,570

121,185

519,755



9

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


Note 5: Investment in securities

Amortised Cost, Carrying Amount and Fair Value
On the consolidated balance sheets, trading and available-for-sale ("AFS") investments are carried at fair value and held-to-maturity ("HTM") investments are carried at amortised cost.
 
30 September 2017
31 December 2016
 
Amortised
 cost

Gross
 unrealised
 gains

Gross
 unrealised
 losses

Fair value

Amortised
 cost

Gross
 unrealised
 gains

Gross
 unrealised
 losses

Fair value

Trading
 
 
 
 
 
 
 
 
Mutual funds
5,724

1,492

(516
)
6,700

5,724

1,091

(502
)
6,313

Total trading
5,724

1,492

(516
)
6,700

5,724

1,091

(502
)
6,313

 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
US government and federal agencies
2,670,253

10,637

(16,041
)
2,664,849

2,448,207

6,773

(24,578
)
2,430,402

Non-US governments debt securities
27,194

172

(384
)
26,982

27,895

178

(1,053
)
27,020

Corporate debt securities
278,601

626

(334
)
278,893

513,881

2,139

(1,545
)
514,475

Asset-backed securities - Student loans
13,290


(797
)
12,493

13,290


(797
)
12,493

Commercial mortgage-backed securities
150,920

292

(454
)
150,758

151,855

43

(1,352
)
150,546

Residential mortgage-backed securities
194,309

609

(958
)
193,960

200,288

56

(2,542
)
197,802

Total available-for-sale
3,334,567

12,336

(18,968
)
3,327,935

3,355,416

9,189

(31,867
)
3,332,738

 
 
 
 
 
 
 
 
 
Held-to-maturity¹
 
 
 
 
 
 
 
 
US government and federal agencies
1,278,152

7,197

(7,139
)
1,278,210

1,061,103

2,528

(16,803
)
1,046,828

Total held-to-maturity
1,278,152

7,197

(7,139
)
1,278,210

1,061,103

2,528

(16,803
)
1,046,828

¹ For the nine months ended 30 September 2017 and the year ended 31 December 2016, non-credit impairments recognised in accumulated other comprehensive loss ("AOCL") for HTM investments were nil.

Investments with Unrealised Loss Positions
The Bank does not believe that the AFS and HTM investment securities that were in an unrealised loss position as of 30 September 2017 (and 31 December 2016), which were comprised of 141 securities representing 51% of the AFS and HTM portfolios' fair value (31 December 2016: 170 and 76%, respectively), represent an other-than-temporary impairment ("OTTI"). Total gross unrealised losses were 1.1% of the fair value of affected securities (31 December 2016: 1.5%) 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 following describes the processes for identifying credit impairment in security types with the most significant unrealised losses as shown in the preceding tables.

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

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

The unrealised losses in Corporate debt securities relate primarily to 5 debt securities that are all of investment grade with ratings ranging from A- to AA- . Management believes that the value of these securities will recover and the current unrealised loss positions are a result of interest rate movements.

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

Investments in Commercial mortgage-backed securities relate to 7 senior securities rated AAA and one senior security rated A that possess significant subordination, a form of credit enhancement expressed hereafter as the percentage of pool losses that can occur before the senior securities held by the Bank will incur its first dollar of principal loss. No credit losses were recognised on these securities as there are no delinquencies over 30 days on the underlying mortgages and on 7 of the securities, the weighted average credit support and the weighted average loan-to-value ratios ("LTV") range from 5% - 37% and 48% - 62%, respectively. The one remaining security is without explicit credit support and has an LTV of 30%.

Investments in Residential mortgage-backed securities relate to 7 securities which are rated AAA and possess significant credit enhancement as described above. No credit losses were recognised on these securities as the weighted average credit support and the weighted average LTV ratios range from 10% - 19% and 55% - 67%, respectively. Current credit support is significantly greater than any delinquencies experienced on the underlying mortgages.


10

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


In the following tables, debt securities with unrealised losses that are not deemed to be OTTI are categorised as being in a loss position for "less than 12 months" or "12 months or more" based on the point in time that the fair value most recently declined below the amortised cost basis. During 2016, Management revised the methodology for considering the time period during which an investment has been in an unrealized loss by looking at monthly positions rather than annually.
 
Less than 12 months
12 months or more
 
 
30 September 2017
Fair
value

Gross
 unrealised
 losses

Fair
value

Gross
unrealised
losses

Total
 fair value

Total gross
unrealised
losses

Available-for-sale securities with unrealised losses
 
 
 
 
 
 
US government and federal agencies
1,021,712

(12,982
)
499,496

(3,059
)
1,521,208

(16,041
)
Non-US governments debt securities


22,360

(384
)
22,360

(384
)
Corporate debt securities
25,577

(72
)
39,840

(262
)
65,417

(334
)
Asset-backed securities - Student loans


12,493

(797
)
12,493

(797
)
Commercial mortgage-backed securities
79,129

(327
)
9,415

(127
)
88,544

(454
)
Residential mortgage-backed securities
84,676

(542
)
17,347

(416
)
102,023

(958
)
Total available-for-sale securities with unrealised losses
1,211,094

(13,923
)
600,951

(5,045
)
1,812,045

(18,968
)
 
 
 
 
 
 
 
Held-to-maturity securities with unrealised losses
 
 
 
 
 
 
US government and federal agencies
546,657

(7,139
)


546,657

(7,139
)
 
 
 
 
 
 
 
 
Less than 12 months
12 months or more
 
 
31 December 2016
Fair
value

Gross
 unrealised
 losses

Fair
value

Gross
unrealised
losses

Total
fair value

Total gross
unrealised
losses

Available-for-sale securities with unrealised losses
 
 
 
 
 
 
US government and federal agencies
1,558,636

(21,932
)
266,094

(2,646
)
1,824,730

(24,578
)
Non-US governments debt securities
21,681

(1,053
)


21,681

(1,053
)
Corporate debt securities
214,506

(1,545
)


214,506

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


12,493

(797
)
12,493

(797
)
Commercial mortgage-backed securities
134,195

(1,352
)


134,195

(1,352
)
Residential mortgage-backed securities
181,556

(2,542
)


181,556

(2,542
)
Total available-for-sale securities with unrealised losses
2,110,574

(28,424
)
278,587

(3,443
)
2,389,161

(31,867
)
 
 
 
 
 
 
 
Held-to-maturity securities with unrealised losses
 
 
 
 
 
 
US government and federal agencies
937,080

(16,803
)


937,080

(16,803
)


11

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


Investment Maturities
The following table presents the remaining term to contractual maturity of the Bank’s securities. The actual maturities may differ as certain securities offer prepayment options to the borrowers. During 2017, management revised the following disclosure so that securities not due at a single maturity date (primarily asset-backed and mortgage-backed securities) are presented as such.
 
Remaining term to maturity
 
 
30 September 2017
Within
 3 months

3 to 12
 months

1 to 5
 years

5 to 10
 years

No specific or single
 maturity

Carrying
 amount

Trading
 
 
 
 
 
 
Mutual funds




6,700

6,700

 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
US government and federal agencies




2,664,849

2,664,849

Non-US governments debt securities
688

688

3,246

22,360


26,982

Corporate debt securities
34,225

123,721

120,947



278,893

Asset-backed securities - Student loans




12,493

12,493

Commercial mortgage-backed securities




150,758

150,758

Residential mortgage-backed securities




193,960

193,960

Total available-for-sale
34,913

124,409

124,193

22,360

3,022,060

3,327,935

 
 
 
 
 
 
 
Held-to-maturity
 
 
 
 
 
 
US government and federal agencies




1,278,152

1,278,152

 
 
 
 
 
 
 
Total investments
34,913

124,409

124,193

22,360

4,306,912

4,612,787

 
 
 
 
 
 
 
Total by currency
 
 
 
 
 
 
US dollars
34,913

124,409

124,193

22,360

4,306,704

4,612,579

Other




208

208

Total investments
34,913

124,409

124,193

22,360

4,306,912

4,612,787

 
 
 
 
 
 
 

Pledged Investments
The Bank pledges certain US government and federal agencies investment securities to further secure the Bank's issued customer deposit products. The secured party does not have the right to sell or repledge the collateral.
 
30 September 2017
31 December 2016
Pledged Investments
 Amortised
 cost

 Fair
 value

 Amortised
 cost

 Fair
 value

Available-for-sale
157,965

159,816

211,342

212,995

Held-to-maturity
193,576

193,445

320,942

315,635


Sale Proceeds and Realised Gains and Losses of AFS Securities
Nine months ended
 
30 September 2017
 
Sale
proceeds

Gross realised
gains

Gross realised
(losses)

Corporate debt securities
202,706

1,689


Pass-through note
2,557

2,557


Net realised gains (losses) recognised in net income
205,263

4,246


 
Nine months ended
 
30 September 2016
 
Sale
proceeds

Gross realised
gains

Gross realised
(losses)

US government and federal agencies
32,256


(81
)

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


12

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


Note 6: Loans

The "Bermuda" and "Non-Bermuda" classifications purpose is to reflect management segment reporting as described in Note 12: Segmented information.

The principal means of securing residential mortgages, personal, credit card and business loans are entitlements over assets and guarantees. Mortgage loans are generally repayable over periods of up to thirty years and personal, business and government loans are generally repayable over terms not exceeding five years. Amounts owing on credit cards are revolving and typically a minimum amount is due within 30 days from billing. The effective yield on total loans as at 30 September 2017 is 5.06% (31 December 2016: 4.78%).
 
30 September 2017
31 December 2016
 
Bermuda

Non-Bermuda

Total

Bermuda

Non-Bermuda

Total

Commercial loans
 
 
 
 
 
 
Government
91,882

15,661

107,543

94,504

17,908

112,412

Commercial and industrial
165,664

168,843

334,507

130,171

201,652

331,823

Commercial overdrafts
23,058

2,875

25,933

22,594

2,767

25,361

Total gross commercial loans
280,604

187,379

467,983

247,269

222,327

469,596

Less specific allowance for credit losses
(570
)

(570
)
(577
)

(577
)
Net commercial loans
280,034

187,379

467,413

246,692

222,327

469,019

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
352,517

203,585

556,102

363,982

217,640

581,622

Construction
24,500

20,813

45,313

24,500

4,385

28,885

Total gross commercial real estate loans
377,017

224,398

601,415

388,482

222,025

610,507

Less specific allowance for credit losses
(750
)
(33
)
(783
)
(750
)

(750
)
Net commercial real estate loans
376,267

224,365

600,632

387,732

222,025

609,757

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
13,013

6,380

19,393

13,077

6,905

19,982

Credit card
57,139

20,707

77,846

57,730

20,811

78,541

Overdrafts
2,147

2,535

4,682

2,380

3,202

5,582

Other consumer
32,141

54,461

86,602

30,798

63,186

93,984

Total gross consumer loans
104,440

84,083

188,523

103,985

94,104

198,089

Less specific allowance for credit losses
(274
)

(274
)
(275
)
(3
)
(278
)
Net consumer loans
104,166

84,083

188,249

103,710

94,101

197,811

 
 
 
 
 
 
 
Residential mortgage loans
1,168,077

1,280,093

2,448,170

1,205,468

1,131,065

2,336,533

Less specific allowance for credit losses
(10,756
)
(916
)
(11,672
)
(9,559
)
(574
)
(10,133
)
Net residential mortgage loans
1,157,321

1,279,177

2,436,498

1,195,909

1,130,491

2,326,400

 
 
 
 
 
 
 
Total gross loans
1,930,138

1,775,953

3,706,091

1,945,204

1,669,521

3,614,725

Less specific allowance for credit losses
(12,350
)
(949
)
(13,299
)
(11,161
)
(577
)
(11,738
)
Less general allowance for credit losses
(21,469
)
(7,222
)
(28,691
)
(24,950
)
(7,559
)
(32,509
)
Net loans
1,896,319

1,767,782

3,664,101

1,909,093

1,661,385

3,570,478



13

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


Age Analysis of Past Due Loans (Including Non-Accrual Loans)
The following tables summarise the past due status of the loans. The aging of past due amounts are determined based on the contractual delinquency status of payments under the loan and this aging may be affected by the timing of the last business day at period end. Loans less than 30 days past due are included in current loans.
30 September 2017
30 - 59
days

60 - 89
days

More than 90 days

Total past
 due loans

Total
current

Total
loans

Commercial loans
 
 
 
 
 
 
Government




107,543

107,543

Commercial and industrial
1,447


9,293

10,740

323,767

334,507

Commercial overdrafts


1

1

25,932

25,933

Total commercial loans
1,447


9,294

10,741

457,242

467,983

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
390


12,174

12,564

543,538

556,102

Construction




45,313

45,313

Total commercial real estate loans
390


12,174

12,564

588,851

601,415

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
56

32

245

333

19,060

19,393

Credit card
240

125

286

651

77,195

77,846

Overdrafts


3

3

4,679

4,682

Other consumer
1,022

138

462

1,622

84,980

86,602

Total consumer loans
1,318

295

996

2,609

185,914

188,523

 
 
 
 
 
 
 
Residential mortgage loans
18,055

5,794

39,088

62,937

2,385,233

2,448,170

 
 
 
 
 
 
 
Total gross loans
21,210

6,089

61,552

88,851

3,617,240

3,706,091

 
 
 
 
 
 
 
 
 
 
 
 
 
 
31 December 2016
30 - 59
days

60 - 89
days

More than 90 days

Total past
 due loans

Total
current

Total
loans

Commercial loans
 
 
 
 
 
 
Government




112,412

112,412

Commercial and industrial
2,712


584

3,296

328,527

331,823

Commercial overdrafts


2

2

25,359

25,361

Total commercial loans
2,712


586

3,298

466,298

469,596

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
377


5,964

6,341

575,281

581,622

Construction
175



175

28,710

28,885

Total commercial real estate loans
552


5,964

6,516

603,991

610,507

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
86

23

225

334

19,648

19,982

Credit card
366

177

392

935

77,606

78,541

Overdrafts


17

17

5,565

5,582

Other consumer
720

564

999

2,283

91,701

93,984

Total consumer loans
1,172

764

1,633

3,569

194,520

198,089

 
 
 
 
 
 
 
Residential mortgage loans
26,122

4,345

50,262

80,729

2,255,804

2,336,533

 
 
 
 
 
 
 
Total gross loans
30,558

5,109

58,445

94,112

3,520,613

3,614,725


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

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.


14

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


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

A substandard loan shall mean a loan whose evident unreliability makes repayment doubtful and there is a threat of loss to the Bank unless the unreliability is averted.

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.
30 September 2017
Pass

Special
 mention

Substandard

Non-accrual

Total gross
 recorded
 investments

Commercial loans
 
 
 
 
 
Government
101,918


5,625


107,543

Commercial and industrial
319,193

4,901

2,920

7,493

334,507

Commercial overdrafts
21,532

3,649

751

1

25,933

Total commercial loans
442,643

8,550

9,296

7,494

467,983

 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
Commercial mortgage
483,894

57,307

9,628

5,273

556,102

Construction
45,313




45,313

Total commercial real estate loans
529,207

57,307

9,628

5,273

601,415

 
 
 
 
 
 
Consumer loans
 
 
 
 
 
Automobile financing
18,857

266

22

248

19,393

Credit card
77,560


286


77,846

Overdrafts
4,611

68


3

4,682

Other consumer
84,543

1,482

88

489

86,602

Total consumer loans
185,571

1,816

396

740

188,523

 
 
 
 
 
 
Residential mortgage loans
2,303,121

35,238

74,611

35,200

2,448,170

 
 
 
 
 
 
Total gross recorded loans
3,460,542

102,911

93,931

48,707

3,706,091

 
 
 
 
 
 
 
 
 
 
 
 
31 December 2016
Pass

Special
 mention

Substandard

Non-accrual

Total gross
 recorded
 investments

Commercial loans
 
 
 
 
 
Government
104,611

301

7,500


112,412

Commercial and industrial
325,924

4,122

1,194

583

331,823

Commercial overdrafts
22,976

2,145

238

2

25,361

Total commercial loans
453,511

6,568

8,932

585

469,596

 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
Commercial mortgage
502,918

71,038

1,702

5,964

581,622

Construction
28,885




28,885

Total commercial real estate loans
531,803

71,038

1,702

5,964

610,507

 
 
 
 
 
 
Consumer loans
 
 
 
 
 
Automobile financing
19,309

360

28

285

19,982

Credit card
78,149


392


78,541

Overdrafts
5,533

32


17

5,582

Other consumer
91,348

1,564

360

712

93,984

Total consumer loans
194,339

1,956

780

1,014

198,089

 
 
 
 
 
 
Residential mortgage loans
2,200,807

36,739

58,087

40,900

2,336,533

 
 
 
 
 
 
Total gross recorded loans
3,380,460

116,301

69,501

48,463

3,614,725


15

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


Evaluation of Loans For Impairment
30 September 2017
31 December 2016
 
Individually
 evaluated

Collectively
 evaluated

Individually
 evaluated

Collectively
 evaluated

Commercial
14,938

453,045

9,686

459,910

Commercial real estate
21,806

579,609

21,893

588,614

Consumer
1,184

187,339

1,746

196,343

Residential mortgage
106,613

2,341,557

113,065

2,223,468

Total gross loans
144,541

3,561,550

146,390

3,468,335


Changes in General and Specific Allowances For Credit Losses
 
Nine months ended 30 September 2017
 
Commercial

Commercial
 real estate

Consumer

Residential
 mortgage

Total

Allowances at beginning of period
3,377

16,224

965

23,681

44,247

Provision taken (released)
420

(3,041
)
468

1,666

(487
)
Recoveries


796

159

955

Charge-offs
(35
)

(1,499
)
(1,302
)
(2,836
)
Other
6

25

2

78

111

Allowances at end of period
3,768

13,208

732

24,282

41,990

Allowances at end of period: individually evaluated for impairment
570

783

274

11,672

13,299

Allowances at end of period: collectively evaluated for impairment
3,198

12,425

458

12,610

28,691

 
Nine months ended 30 September 2016
 
Commercial

Commercial
 real estate

Consumer

Residential
 mortgage

Total

Allowances at beginning of period
8,723

6,512

2,763

31,304

49,302

Provision taken
1,945

2,155

(376
)
1,547

5,271

Recoveries
72

12

989

67

1,140

Charge-offs
(133
)
(1,774
)
(1,160
)
(3,040
)
(6,107
)
Other
(22
)
(148
)
(62
)
(180
)
(412
)
Allowances at end of period
10,585

6,757

2,154

29,698

49,194

Allowances at end of period: individually evaluated for impairment
590

3,352

274

11,567

15,783

Allowances at end of period: collectively evaluated for impairment
9,995

3,405

1,880

18,131

33,411



16

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


Non-Performing Loans (excluding purchased credit-impaired loans)
30 September 2017
31 December 2016
 
Non-accrual

Past
 due more than 90 days and accruing

Total non-
performing
 loans

Non-accrual

Past
 due more than 90 days and accruing

Total non-
performing
 loans

Commercial loans
 
 
 
 
 
 
Commercial and industrial
7,493

1,800

9,293

583


583

Commercial overdrafts
1


1

2


2

Total commercial loans
7,494

1,800

9,294

585


585

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
5,273

6,901

12,174

5,964


5,964

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
248


248

285

2

287

Credit card

286

286


392

392

Overdrafts
3


3

17


17

Other consumer
489

23

512

712

300

1,012

Total consumer loans
740

309

1,049

1,014

694

1,708

 
 
 
 
 
 
 
Residential mortgage loans
35,200

4,072

39,272

40,900

8,476

49,376

 
 
 
 
 
 
 
Total non-performing loans
48,707

13,082

61,789

48,463

9,170

57,633


Impaired Loans (excluding purchased credit-impaired loans)
A loan is considered to be impaired when, based on current information and events, the Bank determines that it will not be able to collect all amounts due according to the original loan contract, including scheduled interest payments. Impaired loans include all non-accrual loans and all loans modified in a troubled debt restructuring (‘‘TDR’’) even if full collectability is expected following the restructuring. During the nine months ended 30 September 2017, the amount of gross interest income that would have been recorded had impaired loans been current was $1.8 million (30 September 2016: $1.8 million).
 
Impaired loans with an allowance
Gross
 recorded
 investment of
 impaired loans
 without an
 allowance

Total impaired loans
30 September 2017
Gross
 recorded
 investment

Specific
 allowance

Net loans

Gross
 recorded
 investment

Specific
 allowance

Net loans

Commercial loans
 
 
 
 
 
 
 
Commercial and industrial
570

(570
)

7,934

8,504

(570
)
7,934

Commercial overdrafts



362

362


362

Total commercial loans
570

(570
)

8,296

8,866

(570
)
8,296

 
 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
 
Commercial mortgage
2,101

(783
)
1,318

5,899

8,000

(783
)
7,217

 
 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
 
Automobile financing
143

(75
)
68

105

248

(75
)
173

Overdrafts



3

3


3

Other consumer
199

(199
)

290

489

(199
)
290

Total consumer loans
342

(274
)
68

398

740

(274
)
466

 
 
 
 
 
 
 
 
Residential mortgage loans
49,087

(11,408
)
37,679

48,705

97,792

(11,408
)
86,384

 
 
 
 
 
 
 
 
Total impaired loans
52,100

(13,035
)
39,065

63,298

115,398

(13,035
)
102,363

Specific allowance excludes $0.3 million recognized relating to purchased credit-impaired loans.


17

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


 
Impaired loans with an allowance
Gross
 recorded
 investment of
 impaired loans
 without an
 allowance

Total impaired loans
31 December 2016
Gross
 recorded
 investment

Specific
 allowance

Net loans

Gross
 recorded
 investment

Specific
 allowance

Net loans

Commercial loans
 
 
 
 
 
 
 
Commercial and industrial
579

(577
)
2

1,048

1,627

(577
)
1,050

Commercial overdrafts



2

2


2

Total commercial loans
579

(577
)
2

1,050

1,629

(577
)
1,052

 
 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
 
Commercial mortgage
1,722

(750
)
972

5,944

7,666

(750
)
6,916

 
 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
 
Automobile financing
155

(75
)
80

130

285

(75
)
210

Overdrafts



17

17


17

Other consumer
253

(203
)
50

459

712

(203
)
509

Total consumer loans
408

(278
)
130

606

1,014

(278
)
736

 
 
 
 
 
 
 
 
Residential mortgage loans
30,330

(9,961
)
20,369

52,043

82,373

(9,961
)
72,412

 
 
 
 
 
 
 
 
Total impaired loans
33,039

(11,566
)
21,473

59,643

92,682

(11,566
)
81,116

Specific allowance excludes $0.2 million recognized relating to purchased credit-impaired loans.


Average Impaired Loan Balances and Related Recognised Interest Income
 
30 September 2017
31 December 2016
 
Average gross
 recorded
 investment

Interest
 income
 recognised¹

Average gross
 recorded
 investment

Interest
 income
 recognised¹

 
Commercial loans
 
 
 
 
Commercial and industrial
5,066

47

1,661

64

Commercial overdrafts
182

9

14


Total commercial loans
5,248

56

1,675

64

 
 
 
 
 
Commercial real estate loans
 
 
 
 
Commercial mortgage
7,833

134

15,496

237

 
 
 
 
 
Consumer loans
 
 
 
 
Automobile financing
267


192


Overdrafts
10


14


Other consumer
601


1,043


Total consumer loans
878


1,249


 
 
 
 
 
Residential mortgage loans
90,083

3,351

81,901

2,201

 
 
 
 
 
Total impaired loans
104,042

3,541

100,321

2,502

¹ All interest income recognised on impaired loans relate to loans previously modified in a TDR.

Loans Modified in a TDR
As at 30 September 2017, the Bank had nil loans that were modified in a TDR during the preceding 12 months that subsequently defaulted (i.e. 90 days or more past due following a modification). As at 31 December 2016, the Bank had one loan which was formerly a residential mortgage that was modified in a TDR during the preceding 12 months that subsequently defaulted with a recorded investment of $0.9 million.


18

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


TDRs entered into during the period
 
Nine months ended 30 September 2017
 
Number of
 contracts

Pre-
modification
 recorded
investment

Modification:
interest
 capitalisation

Post-
modification
  recorded
 investment

Commercial loans
2

386


386

Commercial real estate loans
2

1,112


1,112

Residential mortgage loans
33

20,382

1,276

21,658

Total loans modified in a TDR
37

21,880

1,276

23,156

 
Nine months ended 30 September 2016
 
Number of
contracts

Pre-
modification
recorded
investment

Modification:
interest
capitalisation

Post-
modification
recorded
investment

Residential mortgage loans
16

9,722

81

9,803

Total loans modified in a TDR
16

9,722

81

9,803


 
30 September 2017
31 December 2016
TDRs outstanding
 Accrual

Non-accrual

 Accrual

Non-accrual

Commercial loans
1,372


1,044


Commercial real estate loans
2,727

1,487

1,702

1,539

Residential mortgage loans
62,592

5,604

41,473

5,006

Total TDRs outstanding
66,691

7,091

44,219

6,545


Purchased Credit-Impaired Loans
The Bank acquired certain credit-impaired loans as part of the 7 November 2014 acquisition of substantially all retail loans of HSBC Bank (Cayman) Limited. The accretable difference (or "accretable yield") represents the excess of a loan's cash flows expected to be collected over the loan's carrying amount.
 
Nine months ended 30 September 2017
 
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of period
8,016

(1,617
)
(811
)
5,588

Advances and increases in cash flows expected to be collected
34

37

(37
)
34

Reductions resulting from repayments
(1,555
)
65

148

(1,342
)
Reductions resulting from changes in allowances for credit losses

(92
)

(92
)
Reductions resulting from charge-offs
(470
)
362


(108
)
Balance at end of period
6,025

(1,245
)
(700
)
4,080

 
Year ended 31 December 2016
 
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of period
8,709

(2,248
)
(631
)
5,830

Advances and increases in cash flows expected to be collected
166

408

(396
)
178

Reductions resulting from repayments
(464
)

216

(248
)
Reductions resulting from changes in allowances for credit losses

(172
)

(172
)
Reductions resulting from charge-offs
(395
)
395



Balance at end of period
8,016

(1,617
)
(811
)
5,588





19

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


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 tables summarise the credit exposure of the Bank by business sector and by geographic region. The on-balance sheet exposure amounts disclosed are net of specific allowances and the off-balance sheet exposure amounts disclosed are gross of collateral held. During 2016, Management revised the method for determining the geographic location of cash and cash equivalents from the location of the branch to the location of the head office holding custody.
 
30 September 2017
31 December 2016
Business sector
Loans

Off-balance
 sheet

Total credit
 exposure

Loans

Off-balance
 sheet

Total credit
 exposure

Banks and financial services
396,453

390,367

786,820

321,680

393,148

714,828

Commercial and merchandising
277,316

192,551

469,867

266,976

139,264

406,240

Governments
108,113

1,012

109,125

112,857

709

113,566

Individuals
2,263,402

98,034

2,361,436

2,299,852

108,810

2,408,662

Primary industry and manufacturing
49,757

7,951

57,708

34,304

2,095

36,399

Real estate
447,190

14,828

462,018

418,946

12,467

431,413

Hospitality industry
144,952

175

145,127

142,707

4,353

147,060

Transport and communication
5,609


5,609

5,665


5,665

Sub-total
3,692,792

704,918

4,397,710

3,602,987

660,846

4,263,833

General allowance
(28,691
)

(28,691
)
(32,509
)

(32,509
)
Total
3,664,101

704,918

4,369,019

3,570,478

660,846

4,231,324

 
30 September 2017
31 December 2016
Geographic region
Cash due from
banks, resell agreements and
short-term
investments

Loans

Off-balance
 sheet

Total credit
 exposure

Cash due from
banks, resell agreements and
short-term
investments

Loans

Off-balance
 sheet

Total credit
 exposure

Australia
112,515



112,515

14,242



14,242

Barbados

5,625


5,625


7,500


7,500

Belgium
3,471



3,471

1,722



1,722

Bermuda
20,123

2,091,306

348,487

2,459,916

23,505

2,105,195

322,554

2,451,254

Canada
434,248



434,248

514,861



514,861

Cayman
55,693

711,515

236,566

1,003,774

40,356

706,994

231,211

978,561

Guernsey
1

293,518

49,802

343,321

1

337,037

107,081

444,119

Japan
21,716



21,716

20,963



20,963

New Zealand
703



703

785



785

Norway
490



490

42,477



42,477

Saint Lucia

65,000


65,000


65,117


65,117

South Africa
1,723



1,723

71



71

Sweden
1,092



1,092

1,550



1,550

Switzerland
5,967



5,967

5,833



5,833

The Bahamas
1,718

19,719


21,437

2,822

23,860


26,682

United Kingdom
819,241

506,109

70,063

1,395,413

1,224,263

357,284


1,581,547

United States
484,522



484,522

876,642



876,642

Other
71



71

126



126

Sub-total
1,963,294

3,692,792

704,918

6,361,004

2,770,219

3,602,987

660,846

7,034,052

General allowance

(28,691
)

(28,691
)

(32,509
)

(32,509
)
Total
1,963,294

3,664,101

704,918

6,332,313

2,770,219

3,570,478

660,846

7,001,543



20

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


Note 8: Customer deposits and deposits from banks
By Maturity
 
 
 
 
 
 
 
 
 
 
Demand
 
Term
 
 
30 September 2017
Non-interest
 bearing

Interest
bearing

Total
demand
deposits

Within 3
 months

3 to 6
 months

6 to 12
 months

After 12 months

Total
term
deposits

Total
deposits

 
 
 
 
 
 
 
 
 
 
Customers
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k¹
1,752,084

2,760,602

4,512,686

10,828

8,134

8,195

14,673

41,830

4,554,516

 Term - $100k or more
N/A

N/A


462,720

37,639

47,498

40,353

588,210

588,210

Total Bermuda
1,752,084

2,760,602

4,512,686

473,548

45,773

55,693

55,026

630,040

5,142,726

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
619,003

2,752,714

3,371,717

21,904

3,677

4,123

974

30,678

3,402,395

 Term and $100k or more
N/A

N/A


627,002

128,177

84,744

9,600

849,523

849,523

Total non-Bermuda
619,003

2,752,714

3,371,717

648,906

131,854

88,867

10,574

880,201

4,251,918

 
 
 
 
 
 
 
 
 
 
Total customer deposits
2,371,087

5,513,316

7,884,403

1,122,454

177,627

144,560

65,600

1,510,241

9,394,644

 
 
 
 
 
 
 
 
 
 
Banks
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
332


332

34




34

366

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k

7,976

7,976






7,976

 Term and $100k or more
N/A

N/A


4,375


100


4,475

4,475

Total non-Bermuda

7,976

7,976

4,375


100


4,475

12,451

 
 
 
 
 
 
 
 
 
 
Total bank deposits
332

7,976

8,308

4,409


100


4,509

12,817

 
 
 
 
 
 
 
 
 
 
Total deposits
2,371,419

5,521,292

7,892,711

1,126,863

177,627

144,660

65,600

1,514,750

9,407,461

 
 
 
 
 
 
 
 
 
 
 
Demand
 
Term
 
 
31 December 2016
Non-interest
 bearing

Interest
bearing

Total
demand
deposits

Within 3
 months

3 to 6
 months

6 to 12
 months

   After 12 months

Total
term
deposits

Total
deposits

 
 
 
 
 
 
 
 
 
 
Customers
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k¹
1,733,684

3,013,401

4,747,085

14,091

4,309

9,068

16,380

43,848

4,790,933

 Term - $100k or more
N/A

N/A


1,013,159

37,550

60,952

44,507

1,156,168

1,156,168

Total Bermuda
1,733,684

3,013,401

4,747,085

1,027,250

41,859

70,020

60,887

1,200,016

5,947,101

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
651,329

2,794,799

3,446,128

20,295

4,108

4,145

783

29,331

3,475,459

 Term and $100k or more
N/A

N/A


440,674

119,519

17,590

9,510

587,293

587,293

Total non-Bermuda
651,329

2,794,799

3,446,128

460,969

123,627

21,735

10,293

616,624

4,062,752

 
 
 
 
 
 
 
 
 
 
Total customer deposits
2,385,013

5,808,200

8,193,213

1,488,219

165,486

91,755

71,180

1,816,640

10,009,853

 
 
 
 
 
 
 
 
 
 
Banks
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
340


340

4




4

344

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k

19,751

19,751






19,751

 Term and $100k or more
N/A

N/A


3,601

100



3,701

3,701

Total non-Bermuda

19,751

19,751

3,601

100



3,701

23,452

 
 
 
 
 
 
 
 
 
 
Total bank deposits
340

19,751

20,091

3,605

100



3,705

23,796

 
 
 
 
 
 
 
 
 
 
Total deposits
2,385,353

5,827,951

8,213,304

1,491,824

165,586

91,755

71,180

1,820,345

10,033,649

¹ As at 30 September 2017, $225 million (31 December 2016: $150 million) of the Demand deposits - Interest bearing bear a special negligible interest rate. The weighted-average interest rate on interest-bearing demand deposits as at 30 September 2017 is 0.03% (31 December 2016: 0.06%).

21

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


By Type and Segment
30 September 2017
31 December 2016
 
Payable
on demand

Payable on a
fixed date

Total

Payable
on demand

Payable on a
fixed date

Total

Bermuda
 
 
 
 
 
 
Customers
4,512,685

630,041

5,142,726

4,747,086

1,200,016

5,947,102

Banks
332

34

366

341

4

345

Cayman
 
 
 
 
 
 
Customers
2,495,007

405,928

2,900,935

2,606,305

417,750

3,024,055

Banks
7,976

4,475

12,451

19,615

3,701

23,316

Guernsey
 
 
 
 
 
 
Customers
838,415

474,272

1,312,687

781,119

185,457

966,576

The Bahamas
 
 
 
 
 
 
Customers
38,192


38,192

58,703

13,417

72,120

United Kingdom
 
 
 
 
 
 
Customers
104


104




Banks



135


135

Total Customers
7,884,403

1,510,241

9,394,644

8,193,213

1,816,640

10,009,853

Total Banks
8,308

4,509

12,817

20,091

3,705

23,796

Total deposits
7,892,711

1,514,750

9,407,461

8,213,304

1,820,345

10,033,649


Note 9: Employee benefit plans

The Bank maintains trusteed pension plans including non-contributory defined benefit plans and a number of defined contribution plans, and provides post-retirement medical benefits to its qualifying retirees. The expense related to these plans is included in the consolidated statements of operations under Salaries and other employee benefits. The defined benefit provisions under the pension plans are generally based upon years of service and average salary during the relevant years of employment. The defined benefit and post-retirement medical plans are not open to new participants and are non-contributory and the funding required is provided by the Bank, based upon the advice of independent actuaries. The defined benefit pension plans are in the Bermuda, Guernsey and United Kingdom jurisdictions and the defined benefit post-retirement medical plan is in Bermuda.

The Bank includes an estimate of the 2017 Bank contribution and estimated benefit payments for the next ten years under the pension and post-retirement plans in its financial statements for the year-ended 31 December 2016. During the nine months ended 30 September 2017, there have been no material revisions to these estimates.

 
Three months ended
Nine months ended
 
30 September 2017

30 September 2016

30 September 2017

30 September 2016

Defined benefit pension expense (income)
 
 
 
 
Interest cost
1,348

1,439

4,001

4,421

Expected return on plan assets
(2,061
)
(2,221
)
(6,119
)
(6,819
)
Amortisation of net actuarial loss
560

426

1,676

1,277

Total defined benefit pension expense (income)
(153
)
(356
)
(442
)
(1,121
)
 
 
 
 
 
Post-retirement medical benefit expense (income)
 
 
 
 
Service cost
16

30

48

89

Interest cost
1,175

1,198

3,527

3,594

Amortisation of net actuarial losses
879

682

2,636

2,048

Amortisation of prior service credit
(189
)
(1,585
)
(569
)
(4,757
)
Total post-retirement medical benefit expense (income)
1,881

325

5,642

974




22

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


Note 10: Credit related arrangements, repurchase agreements and commitments

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. Collateral is shown at estimated market value less selling cost. Where the collateral is cash, it is shown gross including accrued income.
 
30 September 2017
31 December 2016
Outstanding financial guarantees
Gross

Collateral

Net

Gross

Collateral

Net

Standby letters of credit
191,998

183,757

8,241

242,437

242,437


Letters of guarantee
3,266

3,180

86

4,772

4,772


Total
195,264

186,937

8,327

247,209

247,209



Commitments
The Bank enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Bank's commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Management assesses the credit risk associated with certain commitments to extend credit in determining the level of the allowance for possible loan losses.

The Bank 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 30 September 2017, $84.8 million (31 December 2016: $110.3 million) of standby letters of credit were issued under this facility.
Outstanding unfunded commitments to extend credit
30 September 2017

31 December 2016

Commitments to extend credit
508,411

412,568

Documentary and commercial letters of credit
1,243

1,069

Total unfunded commitments to extend credit
509,654

413,637


Repurchase agreements
The Bank utilizes repurchase agreements and resell agreements (reverse repurchase agreements) to manage liquidity. The risks of these transactions include changes in the fair value in the securities posted or received as collateral and other credit related events. The Bank manages these risks by ensuring that the collaterals involved are appropriate and by monitoring the value of the securities posted or received as collateral on a daily basis.

As at 30 September 2017, the Bank had 18 open positions (31 December 2016: eight) in resell agreements with a remaining maturity of less than 30 days involving pools of mortgages issued by US federal agencies. The amortised cost of these resell agreements is $209.6 million (31 December 2016: $148.8 million) and are included in securities purchased under agreement to resell on the consolidated balance sheets. As at 30 September 2017, there were no positions which were offset on the balance sheet to arrive at the carrying value, and there was no collateral amount which was available to offset against the future settlement amount.

Legal Proceedings
There are actions and legal proceedings pending against the Bank and its subsidiaries which arose in the normal course of its business. Management, after reviewing all actions and proceedings pending against or involving the Bank and its subsidiaries, considers that the resolution of these matters would in the aggregate not be material to the consolidated financial position of the Bank, except as noted in the following paragraphs.

As publicly announced, in November 2013, the US Attorney’s Office for the Southern District of New York applied for and secured the issuance of so-called John Doe Summonses to six US financial institutions with which the Bank had correspondent bank relationships. The Bank has been fully cooperating with the US authorities in their ongoing investigation. Specifically, the Bank has conducted an extensive review and account remediation exercise to determine the US tax compliance status of US person account holders. The review process and results have been shared with the US authorities.

Management believes that as of 30 September 2017, a provision of $5.5 million (31 December 2016: $5.5 million), which has been recorded, is appropriate. As the investigation remains ongoing at this time, the timing and terms of the final resolution, including any fines or penalties, remain uncertain and the financial impact to the Bank could exceed the amount of the provision. In this regard, we note that the US authorities have not approved or commented on the adequacy or reasonableness of the estimate. The provision is included on the consolidated balance sheets under other liabilities and on the consolidated statements of operations under other expenses.


23

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


Note 11: Exit cost obligations

During December 2015, the Bank agreed to commence an orderly wind down of the deposit taking and investment management businesses in the United Kingdom segment as reflected in management segment reporting described in Note 12: Segmented Information. In making this determination, the Bank considered the increasing regulatory pressure along with periods of negative profitability and made the determination that an orderly wind down of the deposit taking and investment management businesses in the United Kingdom was prudent for Butterfield as a group. The orderly wind down was largely completed by the end of 2016 with the change in business operations to mortgage lending services and the change in name from Butterfield Bank (UK) Limited to Butterfield Mortgages Limited. The amounts expensed shown in the following table are all included in the consolidated statements of operations as restructuring costs under non-interest expenses.

Related to this orderly wind down, it was determined that the core banking system utilized in the operations of the United Kingdom segment was impaired (included in premises, equipment and computer software on the consolidated balance sheets). This determination was based upon the realisable value of this software upon completion of the orderly wind down. A total of $5.1 million was expensed in the fourth quarter of the year ended 31 December 2015 and was included in impairment of fixed assets on the consolidated statements of operations of the relevant period.

 
Expense recognised by period
    Amounts paid by period
    Exit cost liability

 
Nine months ended 30 September 2017

Years 2015 and 2016

Costs to be recognised in the future

Total exit costs expected to be incurred

Nine months ended 30 September 2017

Years 2015 and 2016

As at 30 September 2017

As at 31 December 2016

Staff redundancy expenses
 
236

3,444


3,680

351

3,329


115

Professional services
 
413

3,833

33

4,279

483

3,763


70

Lease termination expenses
 
622


141

763

622




Other expenses
 
191

1,172

858

2,221

191

1,172



Total
 
1,462

8,449

1,032

10,943

1,647

8,264


185

 
Note 12: Segmented information

The Bank is managed by its CEO on a geographic basis. The Bank's six geographic segments are Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and the United Kingdom. The geographic segments are determined based on the country's balance sheet size and by regulatory reporting requirements in the respective jurisdiction. Each region has a managing director who reports directly to the CEO. The Group CEO and the region managing director have final authority over resource allocation decisions and performance assessment.

The geographic segments reflect this management structure and the manner in which financial information is currently evaluated by the CEO. Segment results are determined based upon the Bank's management reporting system, which assigns balance sheet and income statement items to each of the geographic segments. The process is designed around the Bank's organizational and management structure and, accordingly, the results derived are not necessarily comparable with similar information published by other financial institutions. A description of each reportable segment and table of financial results is presented below.

Accounting policies of the reportable segments are the same as those described in Note 2 of the Bank's audited financial statements for the year ended 31 December 2016. Transactions between segments are accounted for on an accrual basis and are all eliminated upon consolidation. The Bank generally does not allocate assets, revenues and expenses among its business segments, with the exception of certain corporate overhead expenses and loan participation revenue and expense. Loan participation revenue and expenses are allocated pro-rata based upon the percentage of the total loan funded by each jurisdiction participating in the loan.

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. Bermuda is also the location of Bank's head offices and accordingly, retains the unallocated corporate overhead expenses.

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 previously provided a broad range of services including private banking and treasury services, internet banking and wealth management and fiduciary services to high net worth individuals and privately owned businesses. As described in Note 11, during the year-ended 31 December 2015, the Bank commenced an orderly wind down of the deposit taking and investment management businesses in the United Kingdom segment. The United Kingdom segment now provides mortgage services for high value residential properties.

24

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


Total Assets by Segment
30 September 2017

31 December 2016

Bermuda
5,876,172

6,765,125

Cayman
3,221,976

3,393,256

Guernsey
1,520,693

1,132,663

Switzerland
2,991

2,173

The Bahamas
47,759

81,604

United Kingdom
37,304

151,866

Total assets before inter-segment eliminations
10,706,895

11,526,687

Less: inter-segment eliminations
(128,513
)
(423,142
)
Total
10,578,382

11,103,545


 
 Net interest income
Provision for
credit losses

Non-interest
income

Revenue
before gains
and losses

Gains and
losses

Total net revenue

Total
expenses

Net income

Three months ended 30 September 2017
Customer

Inter- segment

Bermuda
45,555

287

1,053

20,051

66,946

2,597

69,543

46,954

22,589

Cayman
21,805

11

(418
)
10,923

32,321


32,321

14,938

17,383

Guernsey
6,638

(305
)
26

5,628

11,987


11,987

9,558

2,429

Switzerland



938

938


938

898

40

The Bahamas
34

7


918

959


959

1,022

(63
)
United Kingdom
226



838

1,064

(842
)
222

1,509

(1,287
)
Total before eliminations
74,258


661

39,296

114,215

1,755

115,970

74,879

41,091

Inter-segment eliminations



(1,063
)
(1,063
)

(1,063
)
(1,063
)

Total
74,258


661

38,233

113,152

1,755

114,907

73,816

41,091


 
 Net interest income
Provision for
 credit losses

Non-interest
 income

Revenue
 before gains
 and losses

Gains and
 losses

Total net revenue

Total
expenses

Net income

Three months ended
30 September 2016
Customer

Inter- segment

Bermuda
40,895

465

(19
)
19,285

60,626

867

61,493

48,800

12,693

Cayman
19,660

65

193

9,084

29,002

(154
)
28,848

14,805

14,043

Guernsey
3,607

(95
)
(655
)
5,912

8,769

(59
)
8,710

8,552

158

Switzerland
1



875

876


876

824

52

The Bahamas
13

5


1,112

1,130


1,130

1,245

(115
)
United Kingdom
822

(440
)
174

693

1,249

(30
)
1,219

4,002

(2,783
)
Total before eliminations
64,998


(307
)
36,961

101,652

624

102,276

78,228

24,048

Inter-segment eliminations



(695
)
(695
)

(695
)
(695
)

Total
64,998


(307
)
36,266

100,957

624

101,581

77,533

24,048


 
 Net interest income
Provision for
credit losses

Non-interest
income

Revenue
before gains
and losses

Gains and
losses

Total net revenue

Total
expenses

Net income

Nine months ended
30 September 2017
Customer

Inter- segment

Bermuda
132,078

835

718

59,474

193,105

4,875

197,980

138,787

59,193

Cayman
64,257


(273
)
33,304

97,288

19

97,307

45,145

52,162

Guernsey
16,585

(834
)
42

17,094

32,887

(67
)
32,820

28,192

4,628

Switzerland



2,805

2,805


2,805

2,535

270

The Bahamas
69

39


2,918

3,026


3,026

3,431

(405
)
United Kingdom
658

(40
)

2,590

3,208

(863
)
2,345

5,195

(2,850
)
Total before eliminations
213,647


487

118,185

332,319

3,964

336,283

223,285

112,998

Inter-segment eliminations



(2,711
)
(2,711
)

(2,711
)
(2,711
)

Total
213,647


487

115,474

329,608

3,964

333,572

220,574

112,998


25

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



 
 Net interest income
Provision for
credit losses

Non-interest
income

Revenue
before gains
and losses

Gains and
losses

Total net revenue

Total
expenses

Net income

Nine months ended
30 September 2016
Customer

Inter- segment

Bermuda
119,286

1,306

(3,786
)
51,709

168,515

973

169,488

121,488

48,000

Cayman
58,008

287

(1,210
)
30,344

87,429

(968
)
86,461

44,950

41,511

Guernsey
10,928

(229
)
(1,224
)
18,806

28,281

(983
)
27,298

26,498

800

Switzerland
1



2,814

2,815


2,815

2,535

280

The Bahamas
33

21


3,531

3,585


3,585

3,833

(248
)
United Kingdom
3,414

(1,385
)
949

3,463

6,441

1,194

7,635

17,396

(9,761
)
Total before eliminations
191,670


(5,271
)
110,667

297,066

216

297,282

216,700

80,582

Inter-segment eliminations



(1,983
)
(1,983
)

(1,983
)
(1,983
)

Total
191,670


(5,271
)
108,684

295,083

216

295,299

214,717

80,582


Note 13: Derivative instruments and risk management

The Bank uses derivatives for risk management purposes and to meet the needs of its customers. The Bank’s derivative contracts principally involve over-the-counter (“OTC”) 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 sheets at fair value within other assets or other liabilities. These amounts include the effect of netting. The accounting for changes in the fair value of a derivative in the consolidated statements of operations depends on whether the contract has been designated as a hedge and qualifies for hedge accounting.

Notional Amounts
The notional amounts are not recorded as assets or liabilities on the consolidated balance sheets as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged. Notional amounts represent the volume of outstanding transactions and do not represent the potential gain or loss associated with market risk or credit risk of such instruments. Credit risk is limited to the positive fair value of the derivative instrument, which is significantly less than the notional amount.

Fair Value
Derivative instruments, in the absence of any compensating up-front cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, exchange rates, equity or commodity prices or indices change. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. Market risk is managed within clearly defined parameters as prescribed by senior management of the Bank. The fair value is defined as the profit or loss associated with replacing the derivative contracts at prevailing market prices.

Risk Management Derivatives
The Bank enters into interest derivative contracts as part of its overall interest rate risk management strategy to 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 fair value hedges, net investments hedges and derivatives not formally designated as hedges as described below.

Fair value hedges consist of designated interest rate swaps and are used to minimise the Bank's exposure to changes in the fair value of assets and liabilities due to movements in interest rates. The Bank previously entered into interest rate swaps to convert its fixed-rate long-term loans to floating-rate loans, and convert fixed-rate deposits to floating-rate deposits. During the year ended 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, which could extend to year 2029, using the effective interest method.


26

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


Net investment hedges includes designated currency swaps and qualifying non-derivative instruments and 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 method based on changes in spot exchange rates. Accordingly:
- The change in the fair value of the derivative instrument that is reported in AOCL (i.e. the effective portion) is determined by the changes in spot exchange rates.
- The change in the fair value of the derivative instrument attributable to changes in the difference between the forward rate and spot rate are excluded from the measure
of the hedge ineffectiveness and that difference is reported directly in the consolidated statements of operations under foreign exchange revenue.
Amounts recorded in AOCL are reclassified to earnings only upon the sale or substantial liquidation of an investment in a foreign subsidiary.

For foreign-currency-denominated debt instruments that are designated as hedges of net investments in foreign operations, the translation gain or loss that is recorded in AOCL is based on the spot exchange rate between the reporting currency of the Bank and the functional currency of the respective subsidiary. See Note 19 for details on the amount recognised into AOCL during the current period from translation gain or loss.

Derivatives not formally designated as hedges are entered into to manage the interest rate risk of fixed rate deposits and foreign exchange risk of the Bank's exposure. Changes in the fair value of derivative instruments not formally designated as hedges are 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 foreign exchange 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 sheets in other assets and other liabilities. Gross positive fair values are recorded in other assets and gross negative fair values are recorded in other liabilities, subject to netting when master netting agreements are in place.
30 September 2017
Derivative instrument
Number of contracts

Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives
 
 
 
 
 
 
Derivatives not formally designated as hedging instruments
Currency swaps
7

381,009

1,536

(5,481
)
(3,945
)
 
 
 
 
 
 
 
Client services derivatives
Spot and forward foreign exchange
158

3,088,772

12,687

(12,441
)
246

 
 
 
 
 
 
 
Total derivative instruments
 

3,469,781

14,223

(17,922
)
(3,699
)
 
 
 
 
 
 
 
31 December 2016
Derivative instrument
Number of contracts

Notional 
amounts 

Gross
 positive
fair value

Gross
 negative
fair value

Net 
fair value 

Risk management derivatives
 
 
 
 
 
 
Net investment hedges
Currency swaps
1

77,670

15,744


15,744

Derivatives not formally designated as hedging instruments
Currency swaps
11

676,856

5,901

(3,013
)
2,888

Subtotal risk management derivatives
 

754,526

21,645

(3,013
)
18,632

 
 
 
 
 
 
 
Client services derivatives
Spot and forward foreign exchange
106

2,039,141

15,410

(15,267
)
143

 
 
 
 
 
 
 
Total derivative instruments
 

2,793,667

37,055

(18,280
)
18,775


In addition to the above, as at 30 September 2017 foreign denominated deposits of £84.5 million (31 December 2016: £34.5 million), were designated as a hedge of foreign exchange risk associated with the net investment in foreign operations.

We manage derivative exposure by monitoring the credit risk associated with each counterparty using counterparty specific credit risk limits, using master netting arrangements where appropriate and obtaining collateral. The Bank elected to offset in the consolidated balance sheets certain gross derivative assets and liabilities subject to netting agreements.


27

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


The Bank also elected not to offset certain derivative assets or liabilities and all collaterals received or paid that the Bank or the counterparties could legally offset in the event of default. In the tables below, these positions are deducted from the net fair value presented in the consolidated balance sheets in order to present the net exposures. The collateral values presented in the following table are limited to the related net derivative asset or liability balance and, accordingly, do not include excess collateral received or paid.
 
Gross fair
 value
 recognised

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets
 
30 September 2017
Gross fair value of derivatives


Cash collateral
 received / paid

Net exposures

Derivative assets
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
14,223

(3,658
)
10,565


(9,393
)
1,172

 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
17,922

(3,658
)
14,264


(4,384
)
9,880

Net negative fair value
 
 
(3,699
)
 
 
 
 
 
 
 
 
 
 
 
Gross fair
 value
 recognised

Less: offset
 applied
 under master
 netting
 agreements

Net fair value
presented in the
 consolidated
 balance sheets

Less: positions not offset in the consolidated balance sheets
 
31 December 2016
Gross fair value of derivatives


Cash collateral
 received / paid

Net exposures

Derivative assets
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
37,055

(6,959
)
30,096

(6,811
)
(8,292
)
14,993

 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
18,280

(6,959
)
11,321

(6,811
)

4,510

Net positive fair value
 
 
18,775

 
 
 

The following tables shows the location and amount of gains (losses) recorded in either the consolidated statements of operations or consolidated statements of comprehensive income on derivative instruments outstanding. During 2016, Management revised the following disclosures to segregate the gains and losses attributable to the specific types of derivatives.
 
 
Three months ended
Nine months ended
Derivative instrument
Consolidated statements of operations line item
30 September 2017

30 September 2016

30 September 2017

30 September 2016

Spot and forward foreign exchange
Foreign exchange revenue
(423
)
(22
)
103

30

Currency swaps, not designated as hedge
Foreign exchange revenue
10,794

(2,753
)
(6,833
)
6,355

Currency swaps - Net investment hedge
Foreign exchange revenue
(12,516
)
(57
)
(11,334
)
512

Total net gains (losses) recognised in net income
(2,145
)
(2,832
)
(18,064
)
6,897

 
 
 
 
 
 
Derivative instrument
Consolidated statements of comprehensive income line item
30 September 2017

30 September 2016

30 September 2017

30 September 2016

Currency swaps - Net investment hedge
Net change in unrealised gains and (losses) on translation of net investment in foreign operations

1,310

(4,410
)
7,712

Total net gains (losses) recognised in comprehensive income

1,310

(4,410
)
7,712



28

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


Note 14: Fair value measurements

The following table presents the financial assets and liabilities that are measured at fair value on a recurring basis. Management classifies these items based on the type of inputs used in their respective fair value determination as described in Note 2 of the Bank's audited financial statements for the year ended 31 December 2016.

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 corporate bonds, mortgage-backed securities and other asset-backed securities, forward foreign exchange contracts and mutual funds not actively traded.

Financial instruments in Level 3 include asset-backed securities for which the market is relatively illiquid and for which information about actual trading prices is not readily available.

There were no transfers between Level 1 and Level 2 or Level 2 and Level 3 during the nine months ended 30 September 2017 and the year ended 31 December 2016.
 
30 September 2017
 
31 December 2016
 
 
Fair value
Total carrying
amount /
fair value

Fair value
Total carrying
amount /
fair value

 
Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

 
 
 
 
 
 
 
 
 
Items that are recognised at fair value on a recurring basis:
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
 
 
Trading investments
 
 
 
 
 
 
 
 
Mutual funds
6,492

208


6,700

6,091

222


6,313

Total trading
6,492

208


6,700

6,091

222


6,313

 
 
 
 
 
 
 
 
 
Available-for-sale investments
 
 
 
 
 
 
 
 
US government and federal agencies

2,664,849


2,664,849


2,430,402


2,430,402

Non-US governments debt securities

26,982


26,982


27,020


27,020

Corporate debt securities

278,893


278,893


514,475


514,475

Asset-backed securities - Student loans


12,493

12,493



12,493

12,493

Commercial mortgage-backed securities

150,758


150,758


150,546


150,546

Residential mortgage-backed securities

193,960


193,960


197,802


197,802

Total available-for-sale

3,315,442

12,493

3,327,935


3,320,245

12,493

3,332,738

 
 
 
 
 
 
 
 
 
Other assets - Derivatives

10,565


10,565


30,096


30,096

 
 
 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
 
Other liabilities - Derivatives

14,264


14,264


11,321


11,321


Level 3 Reconciliation
The Level 3 Asset-backed securities - Student loans 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.

Significant increases (decreases) in any of the preceding inputs in isolation could result in a significantly different fair value measurement. Generally a change in assumption used for the probability of defaults is accompanied by a directionally similar change in the assumption used for the loss severity.
 
Nine months ended
30 September 2017

Year ended
31 December 2016

 
Available-
 for-sale investments

Available-
 for-sale investments

Carrying amount at beginning of period
12,493

12,161

Realised and unrealised gains (losses) recognised in other comprehensive income

332

Carrying amount at end of period
12,493

12,493


29

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


Items Other Than Those Recognised at Fair Value on a Recurring Basis:
 
 
 
 
 
 
 
30 September 2017
31 December 2016
 
Level
Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Financial assets
 
 
 
 
 
 
 
Cash due from banks
Level 1
1,545,522

1,545,522


2,101,651

2,101,651


Securities purchased under agreement to resell
Level 2
209,595

209,595


148,813

148,813


Short-term investments
Level 1
208,177

208,177


519,755

519,755


Investments held-to-maturity
Level 2
1,278,152

1,278,210

58

1,061,103

1,046,828

(14,275
)
Loans, net of allowance for credit losses
Level 2
3,664,101

3,658,872

(5,229
)
3,570,478

3,566,812

(3,666
)
Other real estate owned¹
Level 2
12,272

12,272


14,199

14,199


 
 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
Customer deposits
 
 
 
 
 
 
 
Demand deposits
Level 2
7,884,403

7,884,403


8,193,213

8,193,213


Term deposits
Level 2
1,510,241

1,511,100

(859
)
1,816,640

1,817,564

(924
)
Deposits from banks
Level 2
12,817

12,817


23,796

23,796


Long-term debt
Level 2
117,000

118,496

(1,496
)
117,000

117,683

(683
)
¹ The current carrying value of OREO is adjusted to fair value only when there is devaluation below carrying value.


30

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


Note 15: 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.
 
 
 
 
 
 
 
 
30 September 2017
Earlier of contractual maturity or repricing date
 
 
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total

Assets
 
 
 
 
 
 
 
Cash due from banks
1,455





91

1,546

Securities purchased under agreement to resell
210






210

Short-term investments
203

1

4




208

Investments
1,498

65

63

337

2,643

7

4,613

Loans
3,330

171

18

101

42

2

3,664

Other assets





337

337

Total assets
6,696

237

85

438

2,685

437

10,578

 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
Shareholders’ equity





802

802

Demand deposits
5,522





2,371

7,893

Term deposits
1,125

178

145

66



1,514

Other liabilities





252

252

Long-term debt
92


25




117

Total liabilities and shareholders' equity
6,739

178

170

66


3,425

10,578

 
 
 
 
 
 
 
 
Interest rate sensitivity gap
(43
)
59

(85
)
372

2,685

(2,988
)

Cumulative interest rate sensitivity gap
(43
)
16

(69
)
303

2,988



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31 December 2016
Earlier of contractual maturity or repricing date
 
 
(in $ millions)
Within 3
 months

3 to 6
 months

6 to 12
 months

1 to 5
 years

After
 5 years

Non-interest
 bearing funds

Total

Assets
 
 
 
 
 
 
 
Cash due from banks
1,991





111

2,102

Securities purchased under agreement to resell
149






149

Short-term investments
135

385





520

Investments
1,343

15

81

665

2,290

6

4,400

Loans
3,339

53

57

81

38

2

3,570

Other assets





363

363

Total assets
6,957

453

138

746

2,328

482

11,104

 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
Shareholders’ equity





711

711

Demand deposits
5,828





2,385

8,213

Term deposits
1,492

166

92

71



1,821

Other liabilities





242

242

Long-term debt
92



25



117

Total liabilities and shareholders' equity
7,412

166

92

96


3,338

11,104

 
 
 
 
 
 
 
 
Interest rate sensitivity gap
(455
)
287

46

650

2,328

(2,856
)

Cumulative interest rate sensitivity gap
(455
)
(168
)
(122
)
528

2,856





31

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


Note 16: Earnings per share

Earnings per share have been calculated using the weighted average number of common shares outstanding during the period 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.

During the nine months ended 30 September 2017, options to purchase an average of 1.1 million (30 September 2016: 2.7 million) common shares were outstanding. During the nine months ended 30 September 2017, the average number of outstanding awards of unvested common shares was 0.9 million (30 September 2016: 0.8 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 shares 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.

A warrant, outstanding until the Bank repurchased it in December 2016, to purchase 0.43 million common shares issued to the Government of Bermuda in exchange for the Government's guarantee of the preference shares, with an exercise price per share of $34.72 was not included in the computation of earnings per share for any period during the year ended 31 December 2016 because the exercise price was greater than the average market price of the Bank‘s common shares.
 
Three months ended
Nine months ended
 
30 September 2017

30 September 2016

30 September 2017

30 September 2016

 






Net income
41,091

24,048

112,998

80,582

Less: Preference dividends declared and guarantee fee

(4,119
)

(12,303
)
Net income attributable for common shareholders
41,091

19,929

112,998

68,279

 
 
 



Basic Earnings Per Share






Weighted average number of common shares issued
54,614

48,782

54,180

47,889

Weighted average number of common shares held as treasury stock

(518
)

(647
)
Weighted average number of common shares (in thousands)
54,614

48,264

54,180

47,242

 






Basic Earnings Per Share
0.75

0.41

2.09

1.45

 
 
 



Diluted Earnings Per Share






Weighted average number of common shares
54,614

48,264

54,180

47,242

Net dilution impact related to options to purchase common shares
339

499

628

455

Net dilution impact related to awards of unvested common shares
512

275

596

346

Weighted average number of diluted common shares (in thousands)
55,465

49,038

55,404

48,043


 
 



Diluted Earnings Per Share
0.74

0.41

2.04

1.42


Note 17: Share-based payments

The common shares transferred to employees under all share-based payments are either taken from the Bank's common treasury shares or from newly issued shares. All share-based payments are settled by the ultimate parent company, which pursuant to Bermuda law is not taxed on income. There are no income tax benefits in relation to the issue of such shares as a form of compensation.

In conjunction with the 2010 capital raise, the Board of Directors approved the 2010 Omnibus Plan (the "2010 Plan"). Under the 2010 Plan, 5% of the Bank’s fully diluted common shares, equal to approximately 2.95 million shares, were initially available for grant to certain officers in the form of stock options or unvested shares awards. Both types of awards are detailed below. In 2012 and 2016, the Board of Directors approved an increase to the equivalent number of shares allowed to be granted under the 2010 Plan to respectively 5.0 million and 7.5 million shares.

Stock Option Awards
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 2010 capital raise, the options granted under the Bank's 1997 Stock Option Plan to employees became fully vested and options awarded to certain executives were surrendered.

2010 Plan
Under the 2010 Plan, options are awarded to Bank employees and executive management, based on predetermined vesting conditions that entitle the holder to purchase one common share at a subscription price usually equal to the price of the most recently traded common share when granted and have a term of 10 years. The subscription price is reduced for all special dividends declared by the Bank. Stock option awards granted under the 2010 Plan vest based on 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.

32

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



In addition to the time vesting conditions noted above, the options will generally vest immediately:
• by reason of the employee’s death or disability,
• upon termination, by the Bank, of the holder’s employment, unless if in relation with the holder’s misconduct, or
• in limited circumstances and specifically approved by the Board, as stipulated in the holder’s employment contract.

In the event of the employee’s resignation, any unvested portion of the awards shall generally be forfeited and any vested portion of the options shall generally remain exercisable during the 90-day period following the termination date or, if earlier, until the expiration date, and any vested portion of the options not exercised as of the expiration of such period shall be forfeited without any consideration therefore.

Performance vesting condition
50% of each option award is granted in the form of performance options and vests (partially or fully) on a “valuation event” date (date any of the 2 March 2010 new investors transfers at least 5% of the total number of common shares or the date that there is a change in control and any of the new investors realises a predetermined multiple of invested capital (“MOIC”)). On 21 September 2016, it was determined that a valuation event occurred during which a new investor realised a MOIC of more than 200% of the original invested capital of $12.09 per share and accordingly, all outstanding unvested performance options vested.
Changes in Outstanding Stock Options
 
 
 
 
 
 
 
 
 
Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Nine months ended 30 September 2017
1997 Stock
 Option Plan

2010 Stock Option Plan

Total

1997 Stock
Option Plan

2010 Stock Option Plan

1997 Stock
Option Plan

2010 Stock Option Plan

Outstanding at beginning of period
116

1,950

2,066

132.13

11.57




Exercised

(1,456
)
(1,456
)

11.51



31,884

Forfeitures and cancellations
(57
)

(57
)
151.71





Outstanding at end of period
59

494

553

113.46

11.72

0.88

2.73

12,305

Vested and exercisable at end of period
59

494

553

113.46

11.72

0.88

2.73


 
 
 
 
 
 
 
 
 
 
Number of shares transferable upon exercise (thousands)
Weighted average
 exercise price ($)
Weighted average
 remaining life (years)
Aggregate
 intrinsic value
 ($ thousands)

Nine months ended 30 September 2016
1997 Stock
 Option Plan

2010 Stock
 Option Plan

Total

1997 Stock
 Option Plan

2010 Stock
 Option Plan

1997 Stock
 Option Plan

2010 Stock
 Option Plan

Outstanding at beginning of period
218

2,608

2,826

135.19

11.60




Exercised

(118
)
(118
)

11.63



1,117

Forfeitures and cancellations
(102
)
(4
)
(106
)
138.79

11.50




Resignations, retirements, redundancies

(27
)
(27
)

11.50




Outstanding at end of period
116

2,459

2,575

132.04

11.60

1.43

3.93

32,347

Vested and exercisable at end of period
116

2,459

2,575

132.04

11.60

1.43

3.93



Share Based Plans
Recipients of unvested share awards are entitled to the related common shares at no cost, at the time the award vests. Recipients of unvested shares may be entitled to receive additional unvested shares having a value equal to the cash dividends that would have been paid had the unvested shares been issued and vested. Such additional unvested shares granted as dividend equivalents are subject to the same vesting schedule and conditions as the underlying unvested shares.

Unvested shares subject only to the time vesting condition generally vest upon retirement, death, disability or upon termination, by the Bank, of the holder’s employment unless if in connection with the holder’s misconduct. Unvested shares subject to both time vesting and performance vesting conditions remain outstanding and unvested upon retirement and will vest only if the performance conditions are met. Unvested shares can also vest in limited circumstances and if specifically approved by the Board, as stipulated in the holder’s employment contract. In all other circumstances, unvested shares are generally forfeited when employment ends.

Employee Deferred Incentive Plan (“EDIP”)
Under the Bank’s EDIP Plan, shares were awarded to Bank employees and executive management based on the time vesting condition, which states that the shares will vest equally over a three-year period from the effective grant date.

Executive Long-Term Incentive Share Plan (“ELTIP”) - Years 2012 and 2011
Under the Bank’s 2012 and 2011 ELTIP, shares were awarded to Bank employees and executive management, based on predetermined vesting conditions. Two types of vesting conditions upon which the shares were awarded comprise the ELTIP: 1) 50% of each share award was granted in the form of time vested shares, generally vesting equally over a three-year period from the effective grant date; and 2) 50% of each share award was granted in the form of performance shares, generally vesting upon the achievement of certain performance targets in the three-year period from the effective grant date.

Executive Long-Term Incentive Share Plan (“ELTIP”) - Years 2017, 2016, 2015, 2014 and 2013
The 2017 ELTIP was approved on 27 February 2017. Under the Bank’s 2017, 2016, 2015, 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.

33

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


Changes in Outstanding ELTIP and EDIP awards (in thousands of shares transferable upon vesting)
 
 
 
Nine months ended
 
30 September 2017
30 September 2016
 
EDIP

ELTIP

EDIP

ELTIP

Outstanding at beginning of period
215

640

226

606

Granted
130

230

114

357

Vested (fair value in 2017: $10.2 million, 2016: $6.9 million)
(102
)
(196
)
(118
)
(302
)
Resignations, retirements, redundancies
(1
)
(1
)
(2
)
(8
)
Outstanding at end of period
242

673

220

653

Share-based Compensation Cost Recognised in Net Income
 
 
 
 
Nine months ended
 
30 September 2017
30 September 2016
 
Stock option
 plans

EDIP and
 ELTIP

Total

Stock option
plans

EDIP and
ELTIP

Total

Cost recognised in net income

5,225

5,225

8,872

4,592

13,464

Unrecognised Share-based Compensation Cost
30 September 2017

31 December 2016

EDIP
4,076

2,040

 
 
 
ELTIP
 
 
Time vesting shares
3,720

2,988

Performance vesting shares
5,929

3,802

Total unrecognised expense
13,725

8,830


Note 18: 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.

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.

Common Share Buy-Back Programme
On 19 February 2016, the Board approved, with effect from 1 April 2016, the 2016 common share buy-back programme, authorising the purchase for treasury of up to 0.8 million common shares.
 
 
Nine months ended
Year ended 31 December
 
 
Common share buy-backs
 
30 September 2017

2016

2015

2014

2013

2012

Total

Acquired number of shares (to the nearest 1)
 

97,053

250,371

856,734

403,848

726,005

2,334,011

Average cost per common share
 

16.36

19.42

19.86

13.89

12.40

16.31

Total cost (in US dollars)
 

1,588,189

4,862,248

17,018,412

5,610,907

8,999,061

38,078,817


Preference Share Buy-Back Programme
On 26 February 2015, the Board approved, with effect from 5 May 2015, the 2015 preference share buy-back programme, authorising the purchase for cancellation of up to 5,000 preference shares.
 
 
Nine months ended
Year ended 31 December
 
Preference share buy-backs
 
30 September 2017

2016

2015

2014

2013

2012

Total

Acquired number of shares (to the nearest 1)
 


183

560

11,972

4,422

17,137

Average cost per preference share
 


1,151.55

1,172.26

1,230.26

1,218.40

1,224.46

Total cost (in US dollars)
 


210,734

656,465

14,728,624

5,387,777

20,983,600



34

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


Note 19: Accumulated other comprehensive loss
 
Unrealised (losses)
on translation of
net investment in
foreign
operations

HTM
 investments

Unrealised
 gains (losses)
 on AFS
 investments

Employee benefit plans
 
30 September 2017
Pension

Post-retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL

Balance at beginning of period
(20,152
)
(979
)
(22,680
)
(63,232
)
(37,637
)
(100,869
)
(144,680
)
Other comprehensive income (loss), net of taxes
2,243

109

16,046

541

2,067

2,608

21,006

Balance at end of period
(17,909
)
(870
)
(6,634
)
(62,691
)
(35,570
)
(98,261
)
(123,674
)
 
 
 
 
 
 
 
 
 
Unrealised (losses)
 on translation of
 net investment in
 foreign
 operations

HTM
 investments

Unrealised
 gains (losses)
 on AFS
 investments

Employee benefit plans
 
30 September 2016
Pension

Post- retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL

Balance at beginning of period
(13,645
)
(2,350
)
(57
)
(46,331
)
(28,114
)
(74,445
)
(90,497
)
Transfer of AFS investments to HTM investments

1,442

(1,442
)




Other comprehensive income (loss), net of taxes
(5,207
)
(124
)
27,176

1,232

(2,709
)
(1,477
)
20,368

Balance at end of period
(18,852
)
(1,032
)
25,677

(45,099
)
(30,823
)
(75,922
)
(70,129
)
Net Change of AOCL Components
 
 
 
 
Three months ended
Nine months ended
 
 
 
Line item in the consolidated
statements of operations, if any
 
30 September 2017

30 September 2016

30 September 2017

30 September 2016

Net unrealised gains (losses) on translation
of net investment in foreign operations adjustments
 
 
 
 




Foreign currency translation adjustments
 
 
N/A
 
4,367

(2,891
)
11,277

(19,086
)
Gains (loss) on net investment hedge
 
 
N/A
 
(3,269
)
2,121

(9,034
)
13,879

Net change
 
 
 
 
1,098

(770
)
2,243

(5,207
)

 
 
 
 




Held-to-maturity investment adjustments
 
 
 
 




Net unamortised gains (losses) transferred from AFS
 
 
N/A
 



1,442

Amortisation of net gains (losses) to net income
 
 
Interest income on investments
 
21

21

109

(124
)
Net change
 
 
 
 
21

21

109

1,318


 
 
 
 




Available-for-sale investment adjustments
 
 
 
 




Gross unrealised gains (losses)
 
 
N/A
 
7,165

(2,149
)
20,292

27,095

Net unrealised (gains) losses transferred to HTM
 
 
N/A
 



(1,442
)
Transfer of realised (gains) losses to net income
 
 
Net realised gains (losses) on AFS investments
 
(2,468
)
3

(4,246
)
81

Net change
 
 
 
 
4,697

(2,146
)
16,046

25,734


 
 
 
 




Employee benefit plans adjustments
 
 
 
 




Defined benefit pension plan
 
 
 
 




Amortisation of actuarial losses
 
 
Salaries and other employee benefits
 
560

426

1,676

1,277

Change in deferred taxes
 
 
N/A
 



(140
)
Foreign currency translation adjustments of related balances
 
 
N/A
 
(403
)
17

(1,135
)
95

Net change
 
 
 
 
157

443

541

1,232


 
 
 
 




Post-retirement healthcare plan
 
 
 
 




Amortisation of net actuarial losses
 
 
Salaries and other employee benefits
 
879

682

2,636

2,048

Amortisation of prior service credit
 
 
Salaries and other employee benefits
 
(189
)
(1,585
)
(569
)
(4,757
)
Net change
 
 
 
 
690

(903
)
2,067

(2,709
)

 
 
 
 




Other comprehensive income (loss), net of taxes
 
 
 
 
6,663

(3,355
)
21,006

20,368



35

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


Note 20: Capital structure

Authorised Capital
On 16 September 2016, the Bank began trading on the New York Stock Exchange under the ticker symbol "NTB". The offering of 12,234,042 common shares consisted of 5,957,447 newly issued common shares sold by Butterfield and 6,276,595 common shares sold by certain selling shareholders, including 1,595,744 common shares sold by certain of the selling shareholders pursuant to the underwriters’ option to purchase additional shares, which was exercised in full prior to the closing.

On 25 July 2016, the Bank’s board of directors approved a consolidation of the existing common shares on the basis of a 10 to 1 ratio, subject to shareholder approval. As a result of this consolidation, effective 6 September 2016 upon shareholder approval, every 10 common shares of par value BM$0.01 were consolidated into 1 common share of par value BM$0.10 (the “Share Consolidation”).

In addition, as of 6 September 2016, the par value of each issued common share and each authorised but unissued common share was reduced from BM$0.10 to BM$0.01 and the authorised share capital of the Bank was correspondingly reduced from 2,000,000,000 common shares of par value BM$0.10 each, 6,000,000,000 non‑voting ordinary shares of par value BM$0.01 each, 110,200,001 preference shares of par value US$0.01 each and 50,000,000 preference shares of par value £0.01 each to 2,000,000,000 common shares of par value BM$0.01 each, 6,000,000,000 non‑voting ordinary shares of par value BM$0.01 each, 110,200,001 preference shares of par value US$0.01 each and 50,000,000 preference shares of par value £0.01 each, without any payment by the Bank to the holders of the voting ordinary shares in respect thereof (the “Reduction in Par Value” and together with the Share Consolidation, the “Reverse Share Split”).

Immediately following the Reduction in Par Value, the Bank repurchased any and all fractions of common shares issued and outstanding following the Reduction in Par Value, from the holders thereof. All share, share‑based payments and dividend information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the decreased number of shares resulting from this action.

Prior to the Reverse Share Split, the Bank’s total authorised share capital consisted of (i) 20 billion common shares of par value BM$0.01, (ii) 6 billion non‑voting ordinary shares of par value BM$0.01; (iii) 100,200,001 preference shares of par value US$0.01 and (iv) 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 18: 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 BMA, the Bank would have been able to redeem, in whole or in part, any preference shares at the time issued and outstanding, at a redemption price equal to the liquidation preference plus any unpaid dividends at the time.

Holders of preference shares were entitled to receive, on each preference share only when, as and if declared by the Board of Directors, non-cumulative cash dividends at a rate per annum equal to 8.00% on the liquidation preference of US$1,000 per preference share payable quarterly in arrears. In exchange for the Government's commitment, the Bank issued to the Government a warrant that, upon issuance, allowed the purchase of 427,960 common shares of the Bank at an exercise price of $70.10 per share. The warrant which, after adjustments in accordance with anti-dilution terms allowed for the purchase of 432,028 shares with an exercise price of $34.72 per share was repurchased and cancelled by the Bank in December 2016.

On 15 December 2016, the Bank effected a mandatory redemption of its preference shares by paying a make-whole redemption payment (the "make-whole redemption price") of USD $1,180.00 per preference share to preference shareholders of record as at 1 December 2016. The make-whole redemption price comprises the sum of the dividend per preference share for the current quarter, the $1,000 liquidation preference per preference share, discounted for present value, and the present value of future dividend payments through 22 June 2019. Following the payment of the make-whole redemption price, all issued and outstanding preference shares were redeemed, cancelled and reverted to authorised but unissued preference shares of the Bank. The preference shares were also delisted from both the BSX and the Luxembourg Stock Exchange.

Dividends Declared
During the nine months ended 30 September 2017, the Bank paid cash dividends of $0.96 (30 September 2016: $0.30) for each common share as of the related record dates. During the nine months ended 30 September 2016, the Bank declared the full 8.00% cash dividends on preference shares. As the preference shares were completely redeemed on 15 December 2016, there were nil cash dividends on preference shares for the nine months ended 30 September 2017.

The Bank is required to comply with Section 54 of the Companies Act 1981 issued by the Government of Bermuda (the “Companies Act”) each time a dividend is declared or paid by the Bank and also obtain prior written approval from the BMA pursuant to the Banks and Deposit Companies Act 1999 for any dividends declared. The Bank has complied with Section 54 and has obtained BMA approval for all dividends declared during the periods under review.

Regulatory Capital
Effective 1 January 2016, the Bank’s regulatory capital is determined in accordance with current Basel III guidelines as issued by the Bermuda Monetary Authority (“BMA”). Basel III adopts Common Equity Tier 1 (“CET1”) as the predominant form of regulatory capital with the CET1 ratio as a new metric. Basel III also adopts the new Leverage Ratio regime, which is calculated by dividing Tier 1 capital by an exposure measure. The Leverage Ratio Exposure Measure consists of total assets (excluding items deducted from Tier 1 capital) and certain off-balance sheet items converted into credit exposure equivalents as well as adjustments for derivatives to reflect credit risk and other risks. Prior to 1 January 2016, the Bank’s regulatory capital was determined in accordance with Basel II guidelines as issued by the BMA.

The Bank is fully compliant with all regulatory capital requirements and maintains capital ratios in excess of regulatory minimums as at 30 September 2017 and 31 December 2016. The following table sets forth the Bank's capital adequacy in accordance with the Basel III framework:

36

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


 
30 September 2017
31 December 2016
 
Actual

Regulatory minimum

Actual

Regulatory minimum

Capital
 
 
 
 
Common Equity Tier 1
740,206

N/A

666,847

N/A

Tier 1 capital
740,206

N/A

666,847

N/A

Tier 2 capital
85,458

N/A

102,709

N/A

Total capital
825,664

N/A

769,556

N/A

 
 
 
 
 
Risk Weighted Assets
4,152,653

N/A

4,365,440

N/A

 
 
 
 
 
Leverage Ratio Exposure Measure
10,986,431

N/A

11,516,303

N/A

 
 
 
 
 
Capital Ratios (%)
 
 
 
 
Common Equity Tier 1
17.8
%
8.8
%
15.3
%
8.1
%
Total Tier 1
17.8
%
10.3
%
15.3
%
9.6
%
Total Capital
19.9
%
14.9
%
17.6
%
15.3
%
Leverage ratio
6.7
%
5.0
%
5.8
%
5.0
%

Note 21: Business combinations

Bermuda Trust Company Limited and the Private Banking Investment Management of Operations of HSBC Bank Bermuda Limited Acquisition
On 29 April 2016, the Bank and two of its subsidiaries, Butterfield Trust (Bermuda) Limited ("BTBL") and Butterfield Asset Management Limited ("BAM"), acquired for a total purchase price of $21.8 million: 1) all outstanding shares of Bermuda Trust Company Limited ("BTCL", a wholly–owned subsidiary of HSBC Bank Bermuda Limited ("HSBCBB")), 2) certain assets of the asset management services operations of HSBCBB and 3) certain assets of the private banking services operations of HSBCBB. The acquisition is in line with the Bank's growth strategy of developing core businesses in existing markets and was undertaken to add scale to the Bank capacity in these market segments where the Bank had already a significant presence and a long history.

The acquisition date fair value of consideration transferred amounted to $21.8 million comprising cash settlement of $7.0 million paid on 29 April 2016, a second payment of $2.1 million made on 6 May 2016, and contingent considerations payable in the second half of 2016 and evaluated at $12.7 million. The contingent considerations were dependent on the trust and asset management clients retention by BNTB before the end of the contingency period in September 2016 and the amount paid was $12.7 million.

The fair value of the net assets acquired and allocation of purchase is summarised as follows:
 
As at

 
29 April 2016

Total consideration transferred
21,778

 
 
Assets acquired
 
Intangible assets
21,443

Other assets
3,345

Total assets acquired
24,788

 
 
Liabilities acquired
3,010

 
 
Excess purchase price (goodwill)


The purchase price paid by the Bank was for BTCL's net tangible value as well as intangible assets of $21.4 million in the form of customer relationships in all three segments with an estimated finite useful life of 15 years.

The Bank incurred transaction expenses related to this acquisition in the amount of $4.3 million, of which $3.3 million were expensed during the year ended 31 December 2016 (including $0.7 million of legal and professional fees) and $1.0 million were expensed during the year ended 31 December 2015 (including $1.0 million of legal and professional fees).

For the year ended 31 December 2016, the amount of revenues and earnings relating to the acquired HSBC Bermuda operations that are not inextricably merged into the Bank’s operations are $9.8 million and $5.0 million respectively.


37

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


The following selected unaudited pro forma financial information has been provided to present a summary of the combined results of the Bank and the acquired operations from HSBC Bermuda, assuming the transaction had been effected on 1 January 2016. The unaudited pro forma data is for informational purposes only and does not necessarily represent results that would have occurred if the transaction had taken place on the basis assumed above. The pro forma have been prepared based on the actual results realised by the Bank from operating the acquired activities, when such activities were not yet inextricably merged into the Bank's operations.
 
Three months ended
Nine months ended
Unaudited pro forma financial information
30 September 2016

30 September 2016

Total net revenue
101,581

300,215

Total non-interest operating expense
77,533

217,153

Pro forma net income post business combination
24,048

83,062


Note 22: Related party transactions

Financing Transactions
As of 17 May 2005, the Bank established a programme to offer loans with preferential rates to eligible Bank employees, subject to certain conditions set by the Bank and provided that such employees meet certain credit criteria. Loan payments are serviced by automatically debiting the employee’s chequing or savings account with the Bank. Applications for loans are handled according to the same policies as those for the Bank's retail banking clients. The Bank's ability to offer preferential rates on loans depends upon a number of factors, including market conditions, regulations and the Bank's overall profitability. The Bank has the right to change its employee loan policy at any time after notifying participants.

Certain directors and executives of the Bank, companies in which they are principal owners, and trusts in which they are involved, have loans with the Bank. Loans to directors were made in the ordinary course of business at normal credit terms, including interest rate and collateral requirements. Loans to executives may be eligible to preferential rates as described in the preceding paragraph. As at 30 September 2017, related party director and executive loan balances were $31.9 million (31 December 2016$12.1 million). During the nine months ended 30 September 2017, new issuance of loans and change in directorships to directors and executives were $31.7 million and repayments and change in directorships were $7.6 million (year ended 31 December 2016: $27.6 and $25.1 million). Also, during the three months ended 30 September 2017, a Director resigned from the Board resulting in $4.3 million in loans being reclassified out of related party loans (year ended 31 December 2016: $54.3 million). All of these loans were considered performing loans as at 30 September 2017 and 31 December 2016.

On 6 October 2015, the Bank executed a $6 million loan agreement with a related party of an executive which provides for maturity on 31 October 2017. This loan was made in the ordinary course of business on normal commercial terms. At 30 September 2017, $0.3 million was outstanding under this agreement. For the nine months ended 30 September 2017, $0.1 million of interest income has been recognised in the consolidated statements of operations in relation with this agreement.

For the nine months ended 30 September 2017, the Bank has recognised $1.6 million (31 December 2016: $2.2 million) of non-interest expenses in the consolidated statement of operations relating to an affiliate which the Bank holds an investment in.

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

Financial Transactions With Related Parties
The Bank holds seed investments in several Butterfield mutual funds, which are managed by a wholly-owned subsidiary of the Bank. As at 30 September 2017, these investments have a fair value of $5.0 million with an unrealized gain of $1.5 million (31 December 2016: $5.0 million and $1.1 million) and were included in trading investments at their fair value. During the nine months ended 30 September 2017, the Bank earned $5.5 million (30 September 2016: $4.2 million) in asset management revenue from funds managed by a wholly-owned subsidiary of the Bank.

Note 23: Subsequent events

The Bank announced on 25 October 2017 that it has entered into an agreement to acquire Deutsche Bank’s Global Trust Solutions business, excluding its US operations. Final terms of the agreement are not yet available.

On 24 October 2017, the Board of Directors declared an interim dividend of $0.32 per common share to be paid on 27 November 2017 to shareholders of record on 13 November 2017.

On 6 October 2017, the Board of Directors announced the appointment of Meroe Park to the Board as a Non-Executive Director.




38