EX-99.2 3 q12018financialstatements.htm EXHIBIT 99.2 - BNTB Q1 2018 FINANCIAL STATEMENTS Exhibit
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INDEX TO FINANCIAL STATEMENTS

Unaudited Consolidated Financial Statements
Page
Consolidated Balance Sheets (unaudited) as of March 31, 2018 and December 31, 2017
Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2018 and 2017
Consolidated Statements of Comprehensive Income (unaudited) for the Three Months Ended March 31, 2018 and 2017
Consolidated Statements of Changes in Shareholders’ Equity (unaudited) for the Three Months Ended March 31, 2018 and 2017
Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2018 and 2017
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
 
March 31, 2018

December 31, 2017

Assets
 
 
Cash and demand deposits with banks - Non-interest bearing
97,629

89,381

Demand deposits with banks - Interest bearing
467,895

340,256

Cash equivalents - Interest bearing
1,280,104

1,105,501

Cash due from banks
1,845,628

1,535,138

Securities purchased under agreement to resell
197,872

178,769

Short-term investments
100,175

249,984

Investment in securities
 
 
Trading
6,752

6,824

Available-for-sale
2,855,380

3,317,440

Held-to-maturity (fair value: $1,614,731 (2017: $1,377,354))
1,649,784

1,381,955

Total investment in securities
4,511,916

4,706,219

Loans
 
 
Loans
3,989,703

3,812,329

Allowance for credit losses
(32,797
)
(35,467
)
Loans, net of allowance for credit losses
3,956,906

3,776,862

Premises, equipment and computer software
162,719

164,790

Accrued interest
28,627

24,915

Goodwill
22,348

21,529

Intangible assets
68,516

39,066

Equity method investments
14,322

14,099

Other real estate owned
8,787

9,127

Other assets
70,419

58,739

Total assets
10,988,235

10,779,237

 
 
 
Liabilities
 
 
Customer deposits
 
 
Bermuda
 
 
Non-interest bearing
1,577,068

1,840,201

Interest bearing
3,662,057

3,412,623

Non-Bermuda
 
 
Non-interest bearing
662,147

639,525

Interest bearing
3,834,743

3,631,643

Total customer deposits
9,736,015

9,523,992

Bank deposits
 
 
Bermuda
7,087

442

Non-Bermuda
10,773

12,024

Total deposits
9,753,875

9,536,458

Employee benefit plans
128,684

128,798

Accrued interest
3,513

2,376

Pending payable for investments purchased

51,913

Other liabilities
160,936

119,811

Total other liabilities
293,133

302,898

Long-term debt
117,000

117,000

Total liabilities
10,164,008

9,956,356

Commitments, contingencies and guarantees (Note 12)
 
 
 
 
 
Shareholders' equity
 
 
Common share capital (BMD 0.01 par; authorized voting ordinary shares 2,000,000,000 and
non-voting ordinary shares 6,000,000,000) issued and outstanding: 55,146,840 (2017: 54,692,630)
551

547

Additional paid-in capital
1,160,441

1,155,542

Accumulated deficit
(180,900
)
(204,156
)
Accumulated other comprehensive loss
(155,865
)
(129,052
)
Total shareholders’ equity
824,227

822,881

Total liabilities and shareholders’ equity
10,988,235

10,779,237

 
 
 
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
 
March 31, 2018

March 31, 2017

Non-interest income
 
 
Asset management
6,379

5,840

Banking
10,860

10,043

Foreign exchange revenue
8,194

8,306

Trust
10,854

11,390

Custody and other administration services
2,225

2,012

Other non-interest income
1,249

947

Total non-interest income
39,761

38,538

Interest income
 
 
Interest and fees on loans
50,550

44,007

Investments (none of the investment securities are intrinsically tax-exempt)
 
 
Available-for-sale
17,318

15,874

Held-to-maturity
11,310

8,559

Deposits with banks
5,013

3,479

Total interest income
84,191

71,919

Interest expense
 
 
Deposits
2,942

2,793

Long-term debt
1,345

1,193

Securities sold under repurchase agreements
9


Total interest expense
4,296

3,986

Net interest income before provision for credit losses
79,895

67,933

Provision for credit losses
1,942

339

Net interest income after provision for credit losses
81,837

68,272

Net trading gains (losses)
(71
)
157

Net realized gains (losses) on available-for-sale investments
850

69

Net gains (losses) on other real estate owned
(339
)
68

Net other gains (losses)
(87
)
(71
)
Total other gains (losses)
353

223

Total net revenue
121,951

107,033

Non-interest expense
 
 
Salaries and other employee benefits
35,650

34,259

Technology and communications
14,745

12,949

Professional and outside services
9,684

6,244

Property
5,125

4,922

Indirect taxes
4,948

4,196

Non-service employee benefits expense
1,313

1,736

Marketing
942

963

Amortization of intangible assets
1,071

1,030

Restructuring costs

441

Other expenses
3,924

4,261

Total non-interest expense
77,402

71,001

Net income before income taxes
44,549

36,032

Income tax expense
(352
)
(175
)
Net income
44,197

35,857

 
 
 
Earnings per common share
 
 
Basic earnings per share
0.80

0.67

Diluted earnings per share
0.79

0.65

Dividend per share
0.38

0.32


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
 
March 31, 2018

March 31, 2017

 
 
 
Net income
44,197

35,857

 
 
 
Other comprehensive income (loss), net of taxes
 
 
Net change in unrealized gains and losses on translation of net investment in foreign operations
1,184

358

Accretion of net unrealized (gains) losses on held-to-maturity investments transferred from available-for-sale investments
22

48

Net change in unrealized gains and losses on available-for-sale investments
(28,721
)
4,851

Employee benefit plans adjustments
702

1,018

Other comprehensive income (loss), net of taxes
(26,813
)
6,275

 
 
 
Total comprehensive income
17,384

42,132


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)


 
Three months ended
 
March 31, 2018
March 31, 2017
 
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
54,692,630

547

53,284,872

533

Issuance of common shares
454,210

4

970,505

10

Balance at end of period
55,146,840

551

54,255,377

543

 
 
 
 
 
Additional paid-in capital
 
 
 
 
Balance at beginning of period
 
1,155,542

 
1,142,608

Share-based compensation
 
2,537

 
1,741

Share-based settlements
 
648

 
(10
)
Cost of issuance of common shares
 

 
22

Issuance of common shares, net of underwriting discounts and commissions
 
1,714

 
3,621

Sale of treasury common shares
 

 
(1
)
Balance at end of period
 
1,160,441

 
1,147,981

 
 
 
 
 
Accumulated deficit
 
 
 
 
Balance at beginning of period
 
(204,156
)
 
(287,677
)
Net income for period
 
44,197

 
35,857

Common share cash dividends declared and paid, $0.38 per share (2017: $0.32 per share)
 
(20,941
)
 
(17,297
)
Balance at end of period
 
(180,900
)
 
(269,117
)
 
 
 
 
 
Treasury common shares
 
 
 
 
Balance at beginning of period


2,066

(42
)
Sale of treasury common shares


(380
)
13

Share-based settlements


(1,628
)
28

Balance at end of period


58

(1
)
 
 
 
 
 
Accumulated other comprehensive income (loss)
 
 
 
 
Balance at beginning of period
 
(129,052
)
 
(144,680
)
Other comprehensive income (loss), net of taxes
 
(26,813
)
 
6,275

Balance at end of period
 
(155,865
)
 
(138,405
)
Total shareholders' equity
 
824,227

 
741,001


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)


 
Three months ended
 
March 31, 2018

March 31, 2017

Cash flows from operating activities
 
 
Net income
44,197

35,857

Adjustments to reconcile net income to operating cash flows




Depreciation and amortization
12,224

12,803

Provision for credit (recovery) losses
(1,942
)
(339
)
Share-based payments and settlements
3,185

1,759

Net realized (gains) losses on available-for-sale investments
(850
)
(69
)
Net (gains) losses on other real estate owned
339

(68
)
(Increase) in carrying value of equity method investments
(271
)
(347
)
Dividends received from equity method investments
47

40

Changes in operating assets and liabilities




(Increase) decrease in accrued interest receivable
(3,598
)
94

(Increase) decrease in other assets
(11,344
)
11,085

Increase (decrease) in accrued interest payable
1,118

873

Increase (decrease) in employee benefit plans and other liabilities
46,940

(7,205
)
Cash provided by operating activities
90,045

54,483

 
 
 
Cash flows from investing activities
 
 
(Increase) decrease in securities purchased under agreement to resell
(19,103
)
86,144

Net (increase) decrease in short-term investments other than restricted cash
141,063

(19,434
)
Net change in trading investments
71

(157
)
Available-for-sale investments: proceeds from sale
321,381

86

Available-for-sale investments: proceeds from maturities and pay downs
157,535

124,944

Available-for-sale investments: purchases
(48,551
)
(98,804
)
Held-to-maturity investments: proceeds from maturities and pay downs
30,172

23,648

Held-to-maturity investments: purchases
(350,984
)
(199,248
)
Net (increase) decrease in loans
(144,566
)
9,070

Additions to premises, equipment and computer software
(3,772
)
(3,888
)
Proceeds from sale of other real estate owned

179

Cash disbursed for business acquisitions
(30,168
)

Cash provided by (used in) investing activities
53,078

(77,460
)
 
 
 
Cash flows from financing activities
 
 
Net increase (decrease) in demand and term deposit liabilities
159,839

(205,239
)
Proceeds from issuance of common shares, net of underwriting discounts and commissions

13

Proceeds from stock option exercises
1,719

3,631

Cash dividends paid on common shares
(20,941
)
(17,297
)
Cash provided by (used in) financing activities
140,617

(218,892
)
Net effect of exchange rates on cash, cash equivalent and restricted cash
15,810

10,201

Net (decrease) increase in cash, cash equivalent and restricted cash
299,550

(231,668
)
Cash, cash equivalent and restricted cash: beginning of period
1,557,733

2,119,545

Cash, cash equivalent and restricted cash: end of period
1,857,283

1,887,877

 
 
 
Components of cash, cash equivalent and restricted cash at end of period
 
 
Cash due from banks
1,845,628

1,867,309

Restricted cash included in short-term investments on the consolidated balance sheets
11,655

20,568

Total cash, cash equivalent and restricted cash at end of period
1,857,283

1,887,877


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 license 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 three geographic segments: Bermuda, the Cayman Islands, and the Channel Islands and the United Kingdom (UK), where its principal banking operations are located and 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 Channel Islands and the UK segment, the Bank offers wealth management and residential property lending.

On September 16, 2016, the Bank's common shares began to trade on the New York Stock Exchange under the symbol "NTB". On September 21, 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 December 31, 2017.

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 January 1, 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 issued during the three months ended March 31, 2018 or are accounting standards pending adoption:

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 December 15, 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 December 15, 2019, including interim periods within those fiscal years. The Bank is assessing the impact of the adoption of this guidance.




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)


Note 3: Cash due from banks
 
March 31, 2018
December 31, 2017
 
Bermuda 

Non-Bermuda

Total 

Bermuda 

Non-Bermuda

Total 

Non-interest bearing
 
 
 
 
 
 
Cash and demand deposits with banks
25,802

71,827

97,629

24,189

65,192

89,381

 
 
 
 
 
 
 
Interest bearing¹
 
 
 
 
 
 
Demand deposits with banks
304,103

163,792

467,895

215,363

124,893

340,256

Cash equivalents
274,118

1,005,986

1,280,104

330,247

775,254

1,105,501

Sub-total - Interest bearing
578,221

1,169,778

1,747,999

545,610

900,147

1,445,757

 
 
 
 
 
 
 
Total cash due from banks
604,023

1,241,605

1,845,628

569,799

965,339

1,535,138

¹ Interest bearing cash due from banks includes certain demand deposits with banks as at March 31, 2018 in the amount of $212.4 million (December 31, 2017: $203.3 million) that are earning interest at a negligible rate.

Note 4: Short-term investments
 
March 31, 2018
December 31, 2017
 
Bermuda 

Non-Bermuda

Total 

Bermuda 

Non-Bermuda

Total 

Unrestricted
 
 
 
 
 
 
Maturing within three months
19,376

67,739

87,115

67,528

71,986

139,514

Maturing between three to six months



19,841

67,035

86,876

Maturing between six to twelve months

405

405




Total unrestricted short-term investments
19,376

68,144

87,520

87,369

139,021

226,390

 
 
 
 
 
 
 
Affected by drawing restrictions related to minimum reserve and derivative margin requirements
 
 
 
Non-interest earning demand deposits

4,902

4,902




Interest earning demand and term deposits
6,753

1,000

7,753

22,053

1,541

23,594

Total restricted short-term investments
6,753

5,902

12,655

22,053

1,541

23,594

 
 
 
 
 
 
 
Total short-term investments
26,129

74,046

100,175

109,422

140,562

249,984



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 5: Investment in securities

Amortized 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 amortized cost.
 
March 31, 2018
December 31, 2017
 
Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair value

Amortized
cost

Gross
unrealized
gains

Gross
unrealized
losses

Fair value

Trading
 
 
 
 
 
 
 
 
Mutual funds
5,724

1,530

(502
)
6,752

5,724

1,616

(516
)
6,824

Total trading
5,724

1,530

(502
)
6,752

5,724

1,616

(516
)
6,824

 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
US government and federal agencies
2,357,351

6,195

(40,059
)
2,323,487

2,720,581

8,924

(20,401
)
2,709,104

Non-US governments debt securities
26,504

55

(389
)
26,170

26,516

118

(386
)
26,248

Corporate debt securities
180,047


(1,951
)
178,096

243,999

153

(780
)
243,372

Asset-backed securities - Student loans
13,290


(664
)
12,626

13,290


(797
)
12,493

Commercial mortgage-backed securities
142,435

8

(3,423
)
139,020

142,740

56

(1,296
)
141,500

Residential mortgage-backed securities
180,209


(4,228
)
175,981

186,049

309

(1,635
)
184,723

Total available-for-sale
2,899,836

6,258

(50,714
)
2,855,380

3,333,175

9,560

(25,295
)
3,317,440

 
 
 
 
 
 
 
 
 
Held-to-maturity¹
 
 
 
 
 
 
 
 
US government and federal agencies
1,649,784

1,808

(36,861
)
1,614,731

1,381,955

4,813

(9,414
)
1,377,354

Total held-to-maturity
1,649,784

1,808

(36,861
)
1,614,731

1,381,955

4,813

(9,414
)
1,377,354

¹ For the three months ended March 31, 2018 and the year ended December 31, 2017, non-credit impairments recognized in accumulated other comprehensive loss ("AOCL") for HTM investments were nil.

Investments with Unrealized Loss Positions
The Bank does not believe that the AFS and HTM investment securities that were in an unrealized loss position as of March 31, 2018 (and December 31, 2017), which were comprised of 196 securities representing 77% of the AFS and HTM portfolios' fair value (December 31, 2017: 161 and 59%, respectively), represent an other-than-temporary impairment ("OTTI"). Total gross unrealized losses were 2.5% of the fair value of affected securities (December 31, 2017: 1.3%) 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 unrealized 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 do not have any credit losses, given the explicit guarantee provided by the issuing government.

The unrealized losses in Corporate debt securities relate primarily to 10 debt securities that are all of investment grade with ratings ranging from BBB+ to A+. Management believes that the value of these securities will recover and the current unrealized loss positions are a result of interest rate movements.

Investments in Asset-backed securities - Student loans are composed primarily of securities collateralized 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-collateralization, 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 10 senior securities rated AAA 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 recognized as for eight of these securities the weighted average credit support and the weighted average loan-to-value ratios ("LTV") range from 25% - 38% and 48% - 62%, respectively. The two remaining securities do not have explicit credit support, however these securities have LTVs of less than 30%.

Investments in Residential mortgage-backed securities relate to 17 securities which are rated AAA or AA+ and possess similar significant credit enhancement as described above. No credit losses were recognized on these securities as the weighted average credit support and the weighted average LTV ratios range from 5% - 19% and 54% - 66%, respectively. Current credit support is significantly greater than any delinquencies experienced on the underlying mortgages.


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)


In the following tables, debt securities with unrealized losses that are not deemed to be OTTI are categorized 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 amortized cost basis.
 
Less than 12 months
12 months or more
 
 
March 31, 2018
Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Total
 fair value

Total gross
unrealized
losses

Available-for-sale securities with unrealized losses
 
 
 
 
 
 
US government and federal agencies
682,912

(10,825
)
856,682

(29,234
)
1,539,594

(40,059
)
Non-US governments debt securities


22,360

(389
)
22,360

(389
)
Corporate debt securities
139,354

(725
)
38,743

(1,226
)
178,097

(1,951
)
Asset-backed securities - Student loans


12,626

(664
)
12,626

(664
)
Commercial mortgage-backed securities
101,837

(2,622
)
36,342

(801
)
138,179

(3,423
)
Residential mortgage-backed securities
122,130

(2,411
)
53,851

(1,817
)
175,981

(4,228
)
Total available-for-sale securities with unrealized losses
1,046,233

(16,583
)
1,020,604

(34,131
)
2,066,837

(50,714
)
 
 
 
 
 
 
 
Held-to-maturity securities with unrealized losses
 
 
 
 
 
 
US government and federal agencies
1,099,656

(24,915
)
276,779

(11,946
)
1,376,435

(36,861
)
 
 
 
 
 
 
 
 
Less than 12 months
12 months or more
 
 
December 31, 2017
Fair
value

Gross
unrealized
losses

Fair
value

Gross
unrealized
losses

Total
fair value

Total gross
unrealized
losses

Available-for-sale securities with unrealized losses
 
 
 
 
 
 
US government and federal agencies
497,307

(2,461
)
1,014,252

(17,940
)
1,511,559

(20,401
)
Non-US governments debt securities


22,360

(386
)
22,360

(386
)
Corporate debt securities
86,501

(225
)
39,479

(555
)
125,980

(780
)
Asset-backed securities - Student loans


12,493

(797
)
12,493

(797
)
Commercial mortgage-backed securities
98,822

(709
)
36,766

(587
)
135,588

(1,296
)
Residential mortgage-backed securities
71,604

(486
)
56,287

(1,149
)
127,891

(1,635
)
Total available-for-sale securities with unrealized losses
754,234

(3,881
)
1,181,637

(21,414
)
1,935,871

(25,295
)
 
 
 
 
 
 
 
Held-to-maturity securities with unrealized losses
 
 
 
 
 
 
US government and federal agencies
549,532

(2,862
)
288,830

(6,552
)
838,362

(9,414
)


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)


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.
 
Remaining term to maturity
 
 
March 31, 2018
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




6,752

6,752

 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
US government and federal agencies


34,325


2,289,162

2,323,487

Non-US governments debt securities
667


3,143

22,360


26,170

Corporate debt securities
59,386

14,944

103,766



178,096

Asset-backed securities - Student loans




12,626

12,626

Commercial mortgage-backed securities




139,020

139,020

Residential mortgage-backed securities




175,981

175,981

Total available-for-sale
60,053

14,944

141,234

22,360

2,616,789

2,855,380

 
 
 
 
 
 
 
Held-to-maturity
 
 
 
 
 
 
US government and federal agencies




1,649,784

1,649,784

 
 
 
 
 
 
 
Total investments
60,053

14,944

141,234

22,360

4,273,325

4,511,916

 
 
 
 
 
 
 
Total by currency
 
 
 
 
 
 
US dollars
60,053

14,944

141,234

22,360

4,273,103

4,511,694

Other




222

222

Total investments
60,053

14,944

141,234

22,360

4,273,325

4,511,916


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.
 
March 31, 2018
December 31, 2017
Pledged Investments
 Amortized
cost

 Fair
 value

 Amortized
cost

 Fair
 value

Available-for-sale
133,939

132,871

149,999

150,900

Held-to-maturity
227,184

221,165

202,303

201,523


Sale Proceeds and Realized Gains and Losses of AFS Securities
Three months ended
 
March 31, 2018
 
Sale
proceeds

Gross realized
gains

Gross realized
(losses)

US government and federal agencies
320,471

766

(826
)
Pass-through note
910

910


Total
321,381

1,676

(826
)
 
Three months ended
 
March 31, 2017
 
Sale
proceeds

Gross realized
gains

Gross realized
(losses)

Pass-through note
86

69


Total
86

69



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.

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)


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 March 31, 2018 is 5.22% (December 31, 2017: 5.09%).
 
March 31, 2018
December 31, 2017
 
Bermuda

Non-Bermuda

Total

Bermuda

Non-Bermuda

Total

Commercial loans
 
 
 
 
 
 
Government
175,528

13,414

188,942

139,987

13,414

153,401

Commercial and industrial
226,486

226,603

453,089

197,251

173,701

370,952

Commercial overdrafts
22,779

4,971

27,750

18,649

2,874

21,523

Total gross commercial loans
424,793

244,988

669,781

355,887

189,989

545,876

Less specific allowance for credit losses
(2,837
)

(2,837
)
(2,866
)

(2,866
)
Net commercial loans
421,956

244,988

666,944

353,021

189,989

543,010

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
345,250

186,915

532,165

346,094

189,741

535,835

Construction
26,095

29,037

55,132

24,500

23,743

48,243

Total gross commercial real estate loans
371,345

215,952

587,297

370,594

213,484

584,078

Less specific allowance for credit losses
(600
)

(600
)
(550
)
(33
)
(583
)
Net commercial real estate loans
370,745

215,952

586,697

370,044

213,451

583,495

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
12,947

6,572

19,519

13,113

6,182

19,295

Credit card
58,967

20,440

79,407

57,777

21,228

79,005

Overdrafts
3,165

2,252

5,417

5,490

2,871

8,361

Other consumer
29,638

53,967

83,605

29,818

51,196

81,014

Total gross consumer loans
104,717

83,231

187,948

106,198

81,477

187,675

Less specific allowance for credit losses
(274
)

(274
)
(274
)

(274
)
Net consumer loans
104,443

83,231

187,674

105,924

81,477

187,401

 
 
 
 
 
 
 
Residential mortgage loans
1,145,446

1,399,231

2,544,677

1,156,134

1,338,566

2,494,700

Less specific allowance for credit losses
(7,747
)
(813
)
(8,560
)
(8,681
)
(1,220
)
(9,901
)
Net residential mortgage loans
1,137,699

1,398,418

2,536,117

1,147,453

1,337,346

2,484,799

 
 
 
 
 
 
 
Total gross loans
2,046,301

1,943,402

3,989,703

1,988,813

1,823,516

3,812,329

Less specific allowance for credit losses
(11,458
)
(813
)
(12,271
)
(12,371
)
(1,253
)
(13,624
)
Less general allowance for credit losses
(14,976
)
(5,550
)
(20,526
)
(16,339
)
(5,504
)
(21,843
)
Net loans
2,019,867

1,937,039

3,956,906

1,960,103

1,816,759

3,776,862



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)


Age Analysis of Past Due Loans (Including Non-Accrual Loans)
The following tables summarize the past due status of the loans as at March 31, 2018 and December 31, 2017. 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.
March 31, 2018
30 - 59
days

60 - 89
days

More than 90 days

Total past
 due loans

Total
current

Total
loans

Commercial loans
 
 
 
 
 
 
Government




188,942

188,942

Commercial and industrial
993


7,456

8,449

444,640

453,089

Commercial overdrafts


1

1

27,749

27,750

Total commercial loans
993


7,457

8,450

661,331

669,781

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage


4,413

4,413

527,752

532,165

Construction




55,132

55,132

Total commercial real estate loans


4,413

4,413

582,884

587,297

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
48

2

231

281

19,238

19,519

Credit card
315

148

223

686

78,721

79,407

Overdrafts


3

3

5,414

5,417

Other consumer
479

422

599

1,500

82,105

83,605

Total consumer loans
842

572

1,056

2,470

185,478

187,948

 
 
 
 
 
 
 
Residential mortgage loans
21,161

11,773

41,773

74,707

2,469,970

2,544,677

 
 
 
 
 
 
 
Total gross loans
22,996

12,345

54,699

90,040

3,899,663

3,989,703

 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
30 - 59
days

60 - 89
days

More than 90 days

Total past
 due loans

Total
current

Total
loans

Commercial loans
 
 
 
 
 
 
Government




153,401

153,401

Commercial and industrial

1,005

7,481

8,486

362,466

370,952

Commercial overdrafts


1

1

21,522

21,523

Total commercial loans

1,005

7,482

8,487

537,389

545,876

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
392


4,781

5,173

530,662

535,835

Construction




48,243

48,243

Total commercial real estate loans
392


4,781

5,173

578,905

584,078

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
7

12

226

245

19,050

19,295

Credit card
422

177

170

769

78,236

79,005

Overdrafts


4

4

8,357

8,361

Other consumer
797

329

441

1,567

79,447

81,014

Total consumer loans
1,226

518

841

2,585

185,090

187,675

 
 
 
 
 
 
 
Residential mortgage loans
19,121

10,142

35,658

64,921

2,429,779

2,494,700

 
 
 
 
 
 
 
Total gross loans
20,739

11,665

48,762

81,166

3,731,163

3,812,329


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.

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)



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.
March 31, 2018
Pass

Special
 mention

Substandard

Non-accrual

Total gross
 recorded
 investments

Commercial loans
 
 
 
 
 
Government
185,192


3,750


188,942

Commercial and industrial
439,750

4,634

1,249

7,456

453,089

Commercial overdrafts
25,197

2,132

420

1

27,750

Total commercial loans
650,139

6,766

5,419

7,457

669,781

 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
Commercial mortgage
468,425

55,747

3,580

4,413

532,165

Construction
55,132




55,132

Total commercial real estate loans
523,557

55,747

3,580

4,413

587,297

 
 
 
 
 
 
Consumer loans
 
 
 
 
 
Automobile financing
19,056

212

20

231

19,519

Credit card
79,184


223


79,407

Overdrafts
5,288

126


3

5,417

Other consumer
81,496

1,441

29

639

83,605

Total consumer loans
185,024

1,779

272

873

187,948

 
 
 
 
 
 
Residential mortgage loans
2,394,125

34,608

86,264

29,680

2,544,677

 
 
 
 
 
 
Total gross recorded loans
3,752,845

98,900

95,535

42,423

3,989,703

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
Pass

Special
 mention

Substandard

Non-accrual

Total gross
 recorded
 investments

Commercial loans
 
 
 
 
 
Government
149,651


3,750


153,401

Commercial and industrial
357,298

4,864

1,309

7,481

370,952

Commercial overdrafts
17,558

3,569

395

1

21,523

Total commercial loans
524,507

8,433

5,454

7,482

545,876

 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
Commercial mortgage
464,283

63,663

3,108

4,781

535,835

Construction
48,243




48,243

Total commercial real estate loans
512,526

63,663

3,108

4,781

584,078

 
 
 
 
 
 
Consumer loans
 
 
 
 
 
Automobile financing
18,816

232

21

226

19,295

Credit card
78,835


170


79,005

Overdrafts
8,263

94


4

8,361

Other consumer
79,080

1,419

31

484

81,014

Total consumer loans
184,994

1,745

222

714

187,675

 
 
 
 
 
 
Residential mortgage loans
2,351,845

35,996

75,985

30,874

2,494,700

 
 
 
 
 
 
Total gross recorded loans
3,573,872

109,837

84,769

43,851

3,812,329


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)


Evaluation of Loans For Impairment
March 31, 2018
December 31, 2017
 
Individually
 evaluated

Collectively
 evaluated

Individually
 evaluated

Collectively
 evaluated

Commercial
8,450

661,331

8,487

537,389

Commercial real estate
7,993

579,304

7,889

576,189

Consumer
1,293

186,655

1,138

186,537

Residential mortgage
100,600

2,444,077

99,652

2,395,048

Total gross loans
118,336

3,871,367

117,166

3,695,163


Changes in General and Specific Allowances For Credit Losses
 
Three months ended March 31, 2018
 
Commercial

Commercial
 real estate

Consumer

Residential
 mortgage

Total

Allowances at beginning of period
6,309

10,360

888

17,910

35,467

Provision taken (released)
488

(1,186
)
43

(1,287
)
(1,942
)
Recoveries
2

1

125

35

163

Charge-offs


(170
)
(768
)
(938
)
Other
2

7

1

37

47

Allowances at end of period
6,801

9,182

887

15,927

32,797

Allowances at end of period: individually evaluated for impairment
2,837

600

274

8,560

12,271

Allowances at end of period: collectively evaluated for impairment
3,964

8,582

613

7,367

20,526

 
Three months ended March 31, 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)
657

(831
)
481

(646
)
(339
)
Recoveries
1


271

154

426

Charge-offs


(691
)
(509
)
(1,200
)
Other
2

7


13

22

Allowances at end of period
4,037

15,400

1,026

22,693

43,156

Allowances at end of period: individually evaluated for impairment
577

750

278

9,546

11,151

Allowances at end of period: collectively evaluated for impairment
3,460

14,650

748

13,147

32,005



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)


Non-Performing Loans (excluding purchased credit-impaired loans)
March 31, 2018
December 31, 2017
 
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
7,456


7,456

7,481


7,481

Commercial overdrafts
1


1

1


1

Total commercial loans
7,457


7,457

7,482


7,482

 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
Commercial mortgage
4,413


4,413

4,781


4,781

 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
Automobile financing
231


231

226


226

Credit card

223

223


170

170

Overdrafts
3


3

4


4

Other consumer
639


639

484


484

Total consumer loans
873

223

1,096

714

170

884

 
 
 
 
 
 
 
Residential mortgage loans
29,680

12,341

42,021

30,874

4,186

35,060

 
 
 
 
 
 
 
Total non-performing loans
42,423

12,564

54,987

43,851

4,356

48,207


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 three months ended March 31, 2018, the amount of gross interest income that would have been recorded had impaired loans been current was $0.6 million (March 31, 2017: $0.7 million).
 
Impaired loans with an allowance
Gross
 recorded
 investment of
 impaired loans
 without an
 allowance

Total impaired loans
March 31, 2018
Gross
 recorded
 investment

Specific
 allowance

Net loans

Gross
 recorded
 investment

Specific
 allowance

Net loans

Commercial loans
 
 
 
 
 
 
 
Commercial and industrial
7,456

(2,837
)
4,619

993

8,449

(2,837
)
5,612

Commercial overdrafts



1

1


1

Total commercial loans
7,456

(2,837
)
4,619

994

8,450

(2,837
)
5,613

 
 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
 
Commercial mortgage
1,128

(600
)
528

6,865

7,993

(600
)
7,393

 
 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
 
Automobile financing
138

(75
)
63

93

231

(75
)
156

Overdrafts



3

3


3

Other consumer
199

(199
)

440

639

(199
)
440

Total consumer loans
337

(274
)
63

536

873

(274
)
599

 
 
 
 
 
 
 
 
Residential mortgage loans
50,543

(8,236
)
42,307

46,167

96,710

(8,236
)
88,474

 
 
 
 
 
 
 
 
Total impaired loans
59,464

(11,947
)
47,517

54,562

114,026

(11,947
)
102,079

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


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)


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

Total impaired loans
December 31, 2017
Gross
 recorded
 investment

Specific
 allowance

Net loans

Gross
 recorded
 investment

Specific
 allowance

Net loans

Commercial loans
 
 
 
 
 
 
 
Commercial and industrial
7,475

(2,866
)
4,609

1,011

8,486

(2,866
)
5,620

Commercial overdrafts



1

1


1

Total commercial loans
7,475

(2,866
)
4,609

1,012

8,487

(2,866
)
5,621

 
 
 
 
 
 
 
 
Commercial real estate loans
 
 
 
 
 
 
 
Commercial mortgage
1,585

(583
)
1,002

6,304

7,889

(583
)
7,306

 
 
 
 
 
 
 
 
Consumer loans
 
 
 
 
 
 
 
Automobile financing
138

(75
)
63

88

226

(75
)
151

Overdrafts



4

4


4

Other consumer
199

(199
)

285

484

(199
)
285

Total consumer loans
337

(274
)
63

377

714

(274
)
440

 
 
 
 
 
 
 
 
Residential mortgage loans
53,698

(9,630
)
44,068

42,055

95,753

(9,630
)
86,123

 
 
 
 
 
 
 
 
Total impaired loans
63,095

(13,353
)
49,742

49,748

112,843

(13,353
)
99,490

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


Average Impaired Loan Balances and Related Recognized Interest Income
 
March 31, 2018
December 31, 2017
 
Average gross
 recorded
 investment

Interest
income
recognized¹

Average gross
 recorded
 investment

Interest
income
recognized¹

 
Commercial loans
 
 
 
 
Commercial and industrial
8,468

16

5,057

63

Commercial overdrafts
1


2


Total commercial loans
8,469

16

5,059

63

 
 
 
 
 
Commercial real estate loans
 
 
 
 
Commercial mortgage
7,941

81

7,778

222

 
 
 
 
 
Consumer loans
 
 
 
 
Automobile financing
229


256


Overdrafts
4


11


Other consumer
562


598


Total consumer loans
795


865


 
 
 
 
 
Residential mortgage loans
96,232

1,046

89,063

4,378

 
 
 
 
 
Total impaired loans
113,437

1,143

102,765

4,663

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

Loans Modified in a TDR
As at March 31, 2018, the Bank had no 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 December 31, 2017, the Bank had no loans that were modified in a TDR during the preceding 12 months that subsequently defaulted.


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)


TDRs entered into during the period
 
Three months ended March 31, 2018
 
Number of
 contracts

Pre-
modification
 recorded
investment

Modification:
interest
capitalization

Post-
modification
  recorded
 investment

Residential mortgage loans
5

2,733

97

2,830

Total loans modified in a TDR
5

2,733

97

2,830

 
Three months ended March 31, 2017
 
Number of
contracts

Pre-
modification
recorded
investment

Modification:
interest
capitalization

Post-
modification
recorded
investment

Residential mortgage loans
6

3,341

301

3,642

Total loans modified in a TDR
6

3,341

301

3,642


 
March 31, 2018
December 31, 2017
TDRs outstanding
 Accrual

Non-accrual

 Accrual

Non-accrual

Commercial loans
993


1,005


Commercial real estate loans
3,580

1,033

3,108

1,471

Residential mortgage loans
67,030

5,403

64,879

5,623

Total TDRs outstanding
71,603

6,436

68,992

7,094


Purchased Credit-Impaired Loans
The Bank acquired certain credit-impaired loans as part of the November 7, 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.
 
Three months ended March 31, 2018
 
Contractual
 principal

Non-accretable
difference

Accretable
 difference

Carrying
 amount

Balance at beginning of period
6,001

(1,239
)
(711
)
4,051

Advances and increases in cash flows expected to be collected
21

2

(2
)
21

Reductions resulting from repayments
(34
)
1


(33
)
Reductions resulting from changes in allowances for credit losses

(53
)

(53
)
Balance at end of period
5,988

(1,289
)
(713
)
3,986

 
Year ended December 31, 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
36

48

(48
)
36

Reductions resulting from repayments
(1,581
)
307

148

(1,126
)
Reductions resulting from changes in allowances for credit losses

(99
)

(99
)
Reductions resulting from charge-offs
(470
)
122


(348
)
Balance at end of period
6,001

(1,239
)
(711
)
4,051





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)


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 summarize 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.
 
March 31, 2018
December 31, 2017
Business sector
Loans

Off-balance
 sheet

Total credit
 exposure

Loans

Off-balance
 sheet

Total credit
 exposure

Banks and financial services
510,972

323,126

834,098

459,132

390,278

849,410

Commercial and merchandising
309,036

193,511

502,547

261,560

193,583

455,143

Governments
189,581

50,000

239,581

153,952

85,807

239,759

Individuals
2,306,199

105,102

2,411,301

2,274,632

114,215

2,388,847

Primary industry and manufacturing
66,362

2,123

68,485

59,532

9,567

69,099

Real estate
443,581

1,792

445,373

439,595

2,225

441,820

Hospitality industry
146,310

3,931

150,241

144,808

73

144,881

Transport and communication
5,391


5,391

5,494


5,494

Sub-total
3,977,432

679,585

4,657,017

3,798,705

795,748

4,594,453

General allowance
(20,526
)

(20,526
)
(21,843
)

(21,843
)
Total
3,956,906

679,585

4,636,491

3,776,862

795,748

4,572,610

 
March 31, 2018
December 31, 2017
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
115,110



115,110

113,920



113,920

Bermuda
26,075

2,191,469

391,493

2,609,037

14,512

2,132,918

418,850

2,566,280

Canada
271,931



271,931

386,322



386,322

Cayman
85,363

681,897

141,879

909,139

67,942

669,767

229,731

967,440

Guernsey
764

336,921

17,360

355,045

3

292,806

41,648

334,457

Japan
26,927



26,927

12,852



12,852

New Zealand
7,041



7,041

7,951



7,951

Norway
100,316



100,316

25,440



25,440

Saint Lucia

119,925


119,925


120,000


120,000

Switzerland
6,014



6,014

5,743



5,743

The Bahamas
1,599

16,673


18,272

1,652

17,451


19,103

United Kingdom
713,116

626,797

128,853

1,468,766

775,853

562,013

105,519

1,443,385

United States
785,411



785,411

544,703



544,703

Other
4,008

3,750


7,758

6,998

3,750


10,748

Sub-total
2,143,675

3,977,432

679,585

6,800,692

1,963,891

3,798,705

795,748

6,558,344

General allowance

(20,526
)

(20,526
)

(21,843
)

(21,843
)
Total
2,143,675

3,956,906

679,585

6,780,166

1,963,891

3,776,862

795,748

6,536,501



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 8: Customer deposits and deposits from banks
By Maturity
 
 
 
 
 
 
 
 
 
 
Demand
 
Term
 
 
March 31, 2018
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
1,577,068

2,818,083

4,395,151

9,967

4,904

10,706

14,764

40,341

4,435,492

 Term - $100k or more
N/A

N/A


648,357

43,538

74,500

37,238

803,633

803,633

Total Bermuda
1,577,068

2,818,083

4,395,151

658,324

48,442

85,206

52,002

843,974

5,239,125

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
662,147

2,972,934

3,635,081

19,755

3,326

5,432

954

29,467

3,664,548

 Term and $100k or more
N/A

N/A


669,655

30,183

118,564

13,940

832,342

832,342

Total non-Bermuda
662,147

2,972,934

3,635,081

689,410

33,509

123,996

14,894

861,809

4,496,890

 
 
 
 
 
 
 
 
 
 
Total customer deposits
2,239,215

5,791,017

8,030,232

1,347,734

81,951

209,202

66,896

1,705,783

9,736,015

 
 
 
 
 
 
 
 
 
 
Banks
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
7,087


7,087






7,087

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k

5,671

5,671






5,671

 Term and $100k or more
N/A

N/A


5,002

100



5,102

5,102

Total non-Bermuda

5,671

5,671

5,002

100



5,102

10,773

 
 
 
 
 
 
 
 
 
 
Total bank deposits
7,087

5,671

12,758

5,002

100



5,102

17,860

 
 
 
 
 
 
 
 
 
 
Total deposits
2,246,302

5,796,688

8,042,990

1,352,736

82,051

209,202

66,896

1,710,885

9,753,875

 
 
 
 
 
 
 
 
 
 
 
Demand
 
Term
 
 
December 31, 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
1,840,201

2,578,411

4,418,612

13,983

4,267

8,640

13,984

40,874

4,459,486

 Term - $100k or more
N/A

N/A


646,751

33,495

75,235

37,857

793,338

793,338

Total Bermuda
1,840,201

2,578,411

4,418,612

660,734

37,762

83,875

51,841

834,212

5,252,824

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
639,525

2,755,517

3,395,042

19,147

5,202

4,762

781

29,892

3,424,934

 Term and $100k or more
N/A

N/A


657,134

88,650

94,245

6,205

846,234

846,234

Total non-Bermuda
639,525

2,755,517

3,395,042

676,281

93,852

99,007

6,986

876,126

4,271,168

 
 
 
 
 
 
 
 
 
 
Total customer deposits
2,479,726

5,333,928

7,813,654

1,337,015

131,614

182,882

58,827

1,710,338

9,523,992

 
 
 
 
 
 
 
 
 
 
Banks
 
 
 
 
 
 
 
 
 
Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k
442


442






442

 
 
 
 
 
 
 
 
 
 
Non-Bermuda
 
 
 
 
 
 
 
 
 
 Demand or less than $100k

7,704

7,704






7,704

 Term and $100k or more
N/A

N/A


4,220


100


4,320

4,320

Total non-Bermuda

7,704

7,704

4,220


100


4,320

12,024

 
 
 
 
 
 
 
 
 
 
Total bank deposits
442

7,704

8,146

4,220


100


4,320

12,466

 
 
 
 
 
 
 
 
 
 
Total deposits
2,480,168

5,341,632

7,821,800

1,341,235

131,614

182,982

58,827

1,714,658

9,536,458

¹ As at March 31, 2018, $225 million (December 31, 2017: $225 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 March 31, 2018 is 0.03% (December 31, 2017: 0.02%).

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)


By Type and Segment
March 31, 2018
December 31, 2017
 
Payable
on demand

Payable on a
fixed date

Total

Payable
on demand

Payable on a
fixed date

Total

Bermuda
 
 
 
 
 
 
Customers
4,395,151

843,974

5,239,125

4,418,649

834,211

5,252,860

Banks
7,088


7,088

442


442

Cayman






Customers
2,655,279

392,945

3,048,224

2,529,499

405,215

2,934,714

Banks
5,670

5,102

10,772

7,704

4,320

12,024

Channel Islands and the UK






Customers
979,802

468,864

1,448,666

865,506

470,912

1,336,418

Total Customers
8,030,232

1,705,783

9,736,015

7,813,654

1,710,338

9,523,992

Total Banks
12,758

5,102

17,860

8,146

4,320

12,466

Total deposits
8,042,990

1,710,885

9,753,875

7,821,800

1,714,658

9,536,458


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 2018 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 December 31, 2017. During the three months ended March 31, 2018, there have been no material revisions to these estimates.

 
Three months ended
 
March 31, 2018

March 31, 2017

Defined benefit pension expense (income)
 
 
Interest cost
1,271

1,318

Expected return on plan assets
(2,224
)
(2,015
)
Amortization of net actuarial loss
526

568

Total defined benefit pension expense (income)
(427
)
(129
)
 
 
 
Post-retirement medical benefit expense (income)
 
 
Service cost
16

16

Interest cost
1,076

1,176

Amortization of net actuarial losses
654

879

Amortization of prior service credit
10

(190
)
Total post-retirement medical benefit expense (income)
1,756

1,881

The components of defined benefit pension expense (income) and post-retirement benefit expense (income) other than the service cost component are included in the line item non-service employee benefits expense in the consolidated statements of income.

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)


Note 10: Credit related arrangements, repurchase agreements and commitments

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 utilized facility. At March 31, 2018, $50.9 million (December 31, 2017: $77.0 million) of standby letters of credit were issued under this facility.
Outstanding unfunded commitments to extend credit
March 31, 2018

December 31, 2017

Commitments to extend credit
510,549

602,740

Documentary and commercial letters of credit
807

1,263

Total unfunded commitments to extend credit
511,356

604,003


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, while 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 recognized 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.
 
March 31, 2018
December 31, 2017
Outstanding financial guarantees
Gross

Collateral

Net

Gross

Collateral

Net

Standby letters of credit
164,921

157,155

7,766

186,408

178,158

8,250

Letters of guarantee
3,308

3,222

86

5,337

5,251

86

Total
168,229

160,377

7,852

191,745

183,409

8,336


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 March 31, 2018, the Bank had 19 open positions (December 31, 2017: 23) in resell agreements with a remaining maturity of less than 30 days involving pools of mortgages issued by US federal agencies. The amortized cost of these resell agreements is $197.9 million (December 31, 2017: $178.8 million) and are included in securities purchased under agreement to resell on the consolidated balance sheets. As at March 31, 2018, there were no positions (December 31, 2017: 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 March 31, 2018, a provision of $5.5 million (December 31, 2017: $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.

Pending Business Acquisition
On February 15, 2018, the Bank announced that it had entered into an agreement to acquire Deutsche Bank's banking and custody business in the Cayman Islands, Guernsey and Jersey. The transaction is subject to customary closing conditions, and is expected to close during the second half of 2018.


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 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 realizable value of this software upon completion of the orderly wind down.
 
 
Expense recognized by period
    Amounts paid by period
    Exit cost liability
 
 
Three months ended
March 31, 2018

Years 2017, 2016 and 2015

Costs to be recognized in the future

Total exit costs expected to be incurred

Three months ended
March 31, 2018

Years 2017, 2016 and 2015

As at March 31, 2018

As at December 31, 2017

Staff redundancy expenses
 

3,680


3,680


3,680



Professional services
 

4,388


4,388


4,388



Lease termination expenses
 

649


649


649



Other expenses
 

1,504

702

2,206


1,504



Total
 

10,221

702

10,923


10,221



 
Note 12: Segmented information

The Bank is managed by the CEO on a geographic basis. In 2017, the Bank presented six segments which included Bermuda, Cayman, Guernsey, Switzerland, The Bahamas and the United Kingdom. In 2018, the Bank reassessed the segment reporting as a result of acquisitions which were announced in 2017 or early 2018 and concluded on the following three geographic segments: Bermuda, Cayman, and Channel Islands and the UK. The Other segment is composed of several non-reportable operating segments that have been aggregated in accordance with US GAAP. Each region has a managing director who reports through the Chief Operating Officer to the CEO. The CEO and the region managing director have final authority over resource allocation decisions and performance assessment. The 2017 classification presented below was revised to conform the presentation for all periods to the current period's presentation.

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 on 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 December 31, 2017. 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.

The Bermuda segment provides a full range of retail, commercial and private banking services. Retail services are offered to individuals and small to medium-sized businesses through four 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 Channel Islands and the UK segment includes the jurisdictions of Guernsey (Channel Islands), and the UK. In the Channel Islands, a broad range of services are provided to private clients and financial institutions including private banking and treasury services, internet banking, administered bank services, wealth management and fiduciary services. The UK jurisdiction provides mortgage services for high-value residential properties.

The Other segment includes the jurisdictions of the Bahamas, Canada, Mauritius, Singapore and Switzerland. These operating segments individually and collectively do not meet the quantitative threshold for segmented reporting and are therefore aggregated as non-reportable operating segments.


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)


Total Assets by Segment
March 31, 2018

December 31, 2017

Bermuda
5,848,728

5,929,594

Cayman
3,386,485

3,242,343

Channel Islands and the UK
1,816,560

1,586,134

Other
28,912

13,859

Total assets before inter-segment eliminations
11,080,685

10,771,930

Less: inter-segment eliminations
(92,450
)
7,307

Total
10,988,235

10,779,237


 
 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
March 31, 2018
Customer

Inter- segment

Bermuda
47,674

599

1,811

20,920

71,004

(71
)
70,933

51,621

19,312

Cayman
23,670

1

203

11,467

35,341

429

35,770

14,617

21,153

Channel Islands and the UK
8,546

(600
)
(72
)
7,621

15,495

(5
)
15,490

11,533

3,957

Other
5



2,972

2,977


2,977

3,202

(225
)
Total before eliminations
79,895


1,942

42,980

124,817

353

125,170

80,973

44,197

Inter-segment eliminations



(3,219
)
(3,219
)

(3,219
)
(3,219
)

Total
79,895


1,942

39,761

121,598

353

121,951

77,754

44,197


 
 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
March 31, 2017
Customer

Inter- segment

Bermuda
42,265

251

546

19,575

62,637

314

62,951

43,966

18,985

Cayman
21,060

(11
)
(311
)
11,554

32,292

(7
)
32,285

15,328

16,957

Channel Islands and the UK
4,593

(251
)
104

5,840

10,286

(84
)
10,202

10,420

(218
)
Other
15

11


1,976

2,002


2,002

1,869

133

Total before eliminations
67,933


339

38,945

107,217

223

107,440

71,583

35,857

Inter-segment eliminations



(407
)
(407
)

(407
)
(407
)

Total
67,933


339

38,538

106,810

223

107,033

71,176

35,857



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 negotiated privately 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.


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)


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 minimize 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 investment hedges and derivatives not formally designated as hedges as described below.

Fair value hedges consist of designated interest rate swaps and are used to minimize 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 December 31, 2011, the Bank canceled 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 amortized to net income over the remaining life of each individual loan, which could extend to year 2029, using the effective interest method.

Net investment hedges includes designated currency swaps and qualifying non-derivative instruments and are used to minimize 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 recognized 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 minimize 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: Accumulated other comprehensive loss for details on the amount recognized 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 recognized 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 recognized 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.

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)


March 31, 2018
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
5

25,714

107

(31
)
76

 
 
 
 
 
 
 
Client services derivatives
Spot and forward foreign exchange
264

3,051,259

10,261

(9,148
)
1,113

 
 
 
 
 
 
 
Total derivative instruments
 
 
3,076,973

10,368

(9,179
)
1,189

 
 
 
 
 
 
 
December 31, 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
8

183,719

726

(2,754
)
(2,028
)
 
 
 
 
 
 
 
Client services derivatives
Spot and forward foreign exchange
120

2,130,224

10,595

(9,911
)
684

 
 
 
 
 
 
 
Total derivative instruments
 
 
2,313,943

11,321

(12,665
)
(1,344
)

In addition to the above, as at March 31, 2018 foreign denominated deposits of £84.5 million (December 31, 2017: £84.5 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.

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
recognized

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
 
March 31, 2018
Gross fair value of derivatives


Cash collateral
 received / paid

Net exposures

Derivative assets
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
10,368

(2,657
)
7,711


(4,510
)
3,201

 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
9,179

(2,657
)
6,522



6,522

Net positive fair value
 
 
1,189

 
 
 
 
 
 
 
 
 
 
 
Gross fair
value
recognized

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
 
December 31, 2017
Gross fair value of derivatives


Cash collateral
 received / paid

Net exposures

Derivative assets
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
11,321

(2,197
)
9,124


(6,196
)
2,928

 
 
 
 
 
 
 
Derivative liabilities
 
 
 
 
 
 
Spot and forward foreign exchange and currency swaps
12,665

(2,197
)
10,468



10,468

Net negative fair value
 
 
(1,344
)
 
 
 


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)


The following tables show 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.
 
 
Three months ended
Derivative instrument
Consolidated statements of operations line item
March 31, 2018

March 31, 2017

Spot and forward foreign exchange
Foreign exchange revenue
428

43

Currency swaps, not designated as hedge
Foreign exchange revenue
2,105

(7,615
)
Currency swaps - net investment hedge
Foreign exchange revenue

424

Total net gains (losses) recognized in net income
2,533

(7,148
)
 
 
 
 
Derivative instrument
Consolidated statements of comprehensive income line item
March 31, 2018

March 31, 2017

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

(1,365
)
Total net gains (losses) recognized in comprehensive income

(1,365
)

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 December 31, 2017.

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 three months ended March 31, 2018 and the year ended December 31, 2017.
 
March 31, 2018
 
December 31, 2017
 
 
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 recognized at fair value on a recurring basis:
 
 
 
 
 
 
Financial assets
 
 
 
 
 
 
 
 
Trading investments
 
 
 
 
 
 
 
 
Mutual funds
6,530

222


6,752

6,616

208


6,824

Total trading
6,530

222


6,752

6,616

208


6,824

 
 
 
 
 
 
 
 
 
Available-for-sale investments
 
 
 
 
 
 
 
 
US government and federal agencies

2,323,487


2,323,487


2,709,104


2,709,104

Non-US governments debt securities

26,170


26,170


26,248


26,248

Corporate debt securities

178,096


178,096


243,372


243,372

Asset-backed securities - Student loans


12,626

12,626



12,493

12,493

Commercial mortgage-backed securities

139,020


139,020


141,500


141,500

Residential mortgage-backed securities

175,981


175,981


184,723


184,723

Total available-for-sale

2,842,754

12,626

2,855,380


3,304,947

12,493

3,317,440

 
 
 
 
 
 
 
 
 
Other assets - Derivatives

7,711


7,711


9,124


9,124

 
 
 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
 
Other liabilities - Derivatives

6,522


6,522


10,468


10,468



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)


Level 3 Reconciliation
The Level 3, shown as Asset-backed securities - Student loans in the above table, is a federal family education loan program 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.
 
Three months ended
March 31, 2018

Year ended December 31, 2017

 
Available-
 for-sale investments

Available-
 for-sale investments

Carrying amount at beginning of period
12,493

12,493

Realized and unrealized gains (losses) recognized in other comprehensive income
133


Carrying amount at end of period
12,626

12,493

Items Other Than Those Recognized at Fair Value on a Recurring Basis:
 
 
 
 
 
 
 
March 31, 2018
December 31, 2017
 
Level
Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Carrying
amount

Fair
 value

Appreciation /
(depreciation)

Financial assets
 
 
 
 
 
 
 
Cash due from banks
Level 1
1,845,628

1,845,628


1,535,138

1,535,138


Securities purchased under agreement to resell
Level 2
197,872

197,872


178,769

178,769


Short-term investments
Level 1
100,175

100,175


249,984

249,984


Investments held-to-maturity
Level 2
1,649,784

1,614,731

(35,053
)
1,381,955

1,377,354

(4,601
)
Loans, net of allowance for credit losses
Level 2
3,956,906

3,953,773

(3,133
)
3,776,862

3,770,450

(6,412
)
Other real estate owned¹
Level 2
8,787

8,787


9,127

9,127



 
 
 
 
 
 
 
Financial liabilities
 
 
 
 
 
 
 
Customer deposits
 
 
 
 
 
 
 
Demand deposits
Level 2
8,030,232

8,030,232


7,813,654

7,813,654


Term deposits
Level 2
1,705,783

1,706,092

(309
)
1,710,338

1,710,223

115

Deposits from banks
Level 2
17,860

17,860


12,466

12,466


Long-term debt
Level 2
117,000

116,605

395

117,000

118,321

(1,321
)
¹ The current carrying value of OREO is adjusted to fair value only when there is devaluation below carrying value.


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 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.
 
 
 
 
 
 
 
 
March 31, 2018
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
1,748





98

1,846

Securities purchased under agreement to resell
198






198

Short-term investments
95





5

100

Investments
1,142

1

15

325

3,022

7

4,512

Loans
3,531

93

4

191

135

3

3,957

Other assets





375

375

Total assets
6,714

94

19

516

3,157

488

10,988

 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
Shareholders’ equity





824

824

Demand deposits
5,797





2,246

8,043

Term deposits
1,353

82

209

67



1,711

Other liabilities





293

293

Long-term debt
117






117

Total liabilities and shareholders' equity
7,267

82

209

67


3,363

10,988

 
 
 
 
 
 
 
 
Interest rate sensitivity gap
(553
)
12

(190
)
449

3,157

(2,875
)

Cumulative interest rate sensitivity gap
(553
)
(541
)
(731
)
(282
)
2,875



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 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
1,446





89

1,535

Securities purchased under agreement to resell
179






179

Short-term investments
163

87





250

Investments
1,464

62

15

390

2,768

7

4,706

Loans
3,457

44

34

194

44

4

3,777

Other assets





332

332

Total assets
6,709

193

49

584

2,812

432

10,779

 
 
 
 
 
 
 
 
Liabilities and shareholders' equity
 
 
 
 
 
 
 
Shareholders’ equity





823

823

Demand deposits
5,342





2,480

7,822

Term deposits
1,340

132

183

59



1,714

Other liabilities





303

303

Long-term debt
92

25





117

Total liabilities and shareholders' equity
6,774

157

183

59


3,606

10,779

 
 
 
 
 
 
 
 
Interest rate sensitivity gap
(65
)
36

(134
)
525

2,812

(3,174
)

Cumulative interest rate sensitivity gap
(65
)
(29
)
(163
)
362

3,174





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)


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 three months ended March 31, 2018, options to purchase an average of 0.4 million (March 31, 2017: 1.7 million) common shares were outstanding. During the three months ended March 31, 2018, the average number of outstanding awards of unvested common shares was 0.9 million (March 31, 2017: 0.9 million). Only awards for which the sum of 1) the expense that will be recognized in the future (i.e. the unrecognized 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 unrecognized 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.

 
Three months ended
 
March 31, 2018

March 31, 2017

 
 
 
Net income
44,197

35,857

 
 
 
Basic Earnings Per Share
 
 
Weighted average number of common shares issued
54,919

53,628

Weighted average number of common shares held as treasury stock

(1
)
Weighted average number of common shares (in thousands)
54,919

53,627

 
 
 
Basic Earnings Per Share
0.80

0.67

 
 
 
Diluted Earnings Per Share
 
 
Weighted average number of common shares
54,919

53,627

Net dilution impact related to options to purchase common shares
308

982

Net dilution impact related to awards of unvested common shares
586

612

Weighted average number of diluted common shares (in thousands)
55,813

55,221

 
 
 
Diluted Earnings Per Share
0.79

0.65


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 March 2, 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 was granted in the form of time vested options and vested 25% on each of the second, third, fourth and fifth anniversaries of the effective grant date.

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.

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)



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 was granted in the form of performance options and would vest (partially or fully) on a “valuation event” date (the date that any of the March 2, 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 realize a predetermined multiple of invested capital (“MOIC”)). On September 21, 2016, it was determined that a valuation event occurred during which a new investor realized 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)

Three months ended March 31, 2018
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
58

476

534

113.46

11.73




Exercised

(148
)
(148
)

11.62



4,892

Forfeitures and cancellations
(32
)

(32
)
153.63





Outstanding at end of period
26

328

354

64.49

11.78

0.95
2.28
10,789.8772

Vested and exercisable at end of period
26

328

354

64.49

11.78

0.95
2.28

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

Three months ended March 31, 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

(942
)
(942
)

11.52



20,046

Forfeitures and cancellations
(44
)

(44
)
162.59





Outstanding at end of period
72

1,008

1,080

113.26

11.61

1.39
3.16
20,466

Vested and exercisable at end of period
72

1,008

1,080

113.26

11.61

1.39
3.16


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.

The grant date weighted average fair value of unvested share awards granted in the three months ended March 31, 2018 was $39.25 (year 2017: $31.13). The Bank expects to settle these awards by issuing new shares.

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 2015 - 2018
The 2018 ELTIP was approved on February 13, 2018. Under the Bank’s ELTIP plans for the years 2015 through 2018, performance shares as well as time-vested shares were awarded to executive management. The performance shares will generally vest upon the achievement of certain performance targets in the three-year period from the effective grant date. The time-vested shares will generally vest over the three-year period from the effective grant date.

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)


Changes in Outstanding ELTIP and EDIP awards (in thousands of shares transferable upon vesting)
 
 
 
Three months ended
 
March 31, 2018
March 31, 2017
 
EDIP

ELTIP

EDIP

ELTIP

Outstanding at beginning of period
244

679

215

640

Granted
124

224

125

216

Vested (fair value in 2018: $13.0 million, 2017: $8.5 million)
(120
)
(169
)
(102
)
(148
)
Resignations, retirements, redundancies
(2
)
(4
)


Outstanding at end of period
246

730

238

708

Share-based Compensation Cost Recognized in Net Income
 
 
 
 
Three months ended
 
March 31, 2018
March 31, 2017
 
Stock option
 plans

EDIP and
 ELTIP

Total

Stock option
plans

EDIP and
ELTIP

Total

Cost recognized in net income

2,537

2,537


1,741

1,741

Unrecognized Share-based Compensation Cost
 
 
 
 
 
March 31, 2018
December 31, 2017
 
Unrecognized cost

Weighted average years over which it is expected to be recognized
Unrecognized cost

Weighted average years over which it is expected to be recognized
EDIP
7,268

2.35
3,453

1.85
 
 
 
 
 
ELTIP
 
 
 
 
Time vesting shares
3,114

1.73
3,302

1.89
Performance vesting shares
12,197

2.44
5,010

1.78
Total unrecognized expense
22,579

 
11,765

 

Note 18: Share buy-back plans

The Bank initially introduced two share buy-back programs on May 1, 2012 as a means to improve shareholder liquidity and facilitate growth in share value. Each program 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 program.

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 program, 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 program 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 Program
On February 19, 2016, the Board approved, with effect from April 1, 2016, the 2016 common share buy-back program, authorizing the purchase for treasury of up to 0.8 million common shares.

On February 15, 2018, the Board approved, with effect on April 1, 2018, the 2018 common share buy-back program, authorizing the purchase for treasury of up to 1.0 million common shares. The timing and amount of repurchase transactions will be based on market conditions, share price, legal requirements and other factors. No assurances can be given as to the amount of common shares that may actually be repurchased.
 
 
Three months ended
Year ended December 31
 
Common share buy-backs
 
March 31, 2018

2017

2016

2015

2014

Total

Acquired number of shares (to the nearest 1)
 


97,053

250,371

856,734

1,204,158

Average cost per common share
 


16.36

19.42

19.86

19.49

Total cost (in US dollars)
 


1,588,189

4,862,248

17,018,412

23,468,849




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)


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

HTM
 investments

Unrealized
gains (losses)
on AFS
investments

Employee benefit plans
 
March 31, 2018
Pension

Post-retirement
 healthcare

Subtotal -
 employee
benefits plans

Total AOCL

Balance at beginning of period
(17,549
)
(839
)
(15,737
)
(61,341
)
(33,586
)
(94,927
)
(129,052
)
Other comprehensive income (loss), net of taxes
1,184

22

(28,721
)
38

664

702

(26,813
)
Balance at end of period
(16,365
)
(817
)
(44,458
)
(61,303
)
(32,922
)
(94,225
)
(155,865
)
 
 
 
 
 
 
 
 
 
Unrealized (losses)
on translation of
net investment in
foreign
operations

HTM
 investments

Unrealized
gains (losses)
on AFS
investments

Employee benefit plans
 
March 31, 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
358

48

4,851

329

689

1,018

6,275

Balance at end of period
(19,794
)
(931
)
(17,829
)
(62,903
)
(36,948
)
(99,851
)
(138,405
)
Net Change of AOCL Components
 
 
 
 
Three months ended
 
 
 
Line item in the consolidated
statements of operations, if any
 
March 31, 2018

March 31, 2017

Net unrealized gains (losses) on translation
of net investment in foreign operations adjustments
 
 
 
 
 
 
Foreign currency translation adjustments
 
 
N/A
 
5,493

2,026

Gains (loss) on net investment hedge
 
 
N/A
 
(4,309
)
(1,668
)
Net change
 
 
 
 
1,184

358

 
 
 
 
 
 
 
Held-to-maturity investment adjustments
 
 
 
 
 
 
Amortization of net gains (losses) to net income
 
 
Interest income on investments
 
22

48

Net change
 
 
 
 
22

48

 
 
 
 
 
 
 
Available-for-sale investment adjustments
 
 
 
 
 
 
Gross unrealized gains (losses)
 
 
N/A
 
(27,871
)
4,920

Transfer of realized (gains) losses to net income
 
 
Net realized gains (losses) on AFS investments
 
(850
)
(69
)
Net change
 
 
 
 
(28,721
)
4,851

 
 
 
 
 
 
 
Employee benefit plans adjustments
 
 
 
 
 
 
Defined benefit pension plan
 
 
 
 
 
 
Amortization of net actuarial losses
 
 
Non-service employee benefits expense
 
526

568

Foreign currency translation adjustments of related balances
 
 
N/A
 
(488
)
(239
)
Net change
 
 
 
 
38

329

 
 
 
 
 
 
 
Post-retirement healthcare plan
 
 
 
 
 
 
Amortization of net actuarial losses
 
 
Non-service employee benefits expense
 
654

879

Amortization of prior service credit
 
 
Non-service employee benefits expense
 
10

(190
)
Net change
 
 
 
 
664

689

 
 
 
 
 
 
 
Other comprehensive income (loss), net of taxes
 
 
 
 
(26,813
)
6,275



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)


Note 20: Capital structure

Authorized Capital
On September 16, 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 July 25, 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 September 6, 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 September 6, 2016, the par value of each issued common share and each authorized but unissued common share was reduced from BM$0.10 to BM$0.01 and the authorized 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 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 authorized 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) 110,200,001 preference shares of par value US$0.01 and (iv) 50 million preference shares of par value £0.01.

Dividends Declared
During the three months ended March 31, 2018, the Bank paid cash dividends of $0.38 (March 31, 2017: $0.32) for each common share as of the related record dates.

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 January 1, 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 January 1, 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 March 31, 2018 and December 31, 2017. The following table sets forth the Bank's capital adequacy in accordance with the Basel III framework:
 
March 31, 2018
December 31, 2017
 
Actual

Regulatory minimum

Actual

Regulatory minimum

Capital
 
 
 
 
Common Equity Tier 1
768,812

N/A

772,311

N/A

Tier 1 capital
768,812

N/A

772,311

N/A

Tier 2 capital
67,325

N/A

74,010

N/A

Total capital
836,137

N/A

846,321

N/A

 
 
 
 
 
Risk Weighted Assets
4,366,219

N/A

4,254,178

N/A

 
 
 
 
 
Leverage Ratio Exposure Measure
11,315,239

N/A

11,195,173

N/A

 
 
 
 
 
Capital Ratios (%)
 
 
 
 
Common Equity Tier 1
17.6
%
9.4
%
18.2
%
8.8
%
Total Tier 1
17.6
%
10.9
%
18.2
%
10.3
%
Total Capital
19.2
%
15.5
%
19.9
%
14.9
%
Leverage ratio
6.8
%
5.0
%
6.9
%
5.0
%


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 21: Business combinations

Deutsche Bank’s Global Trust Solutions Acquisition
On March 29, 2018, the Bank concluded the acquisition of Deutsche Bank’s Global Trust Solutions (“GTS”) business, excluding its US operations, for an initial cash payment of $30.2 million. Butterfield has taken over the ongoing management and administration of the GTS portfolio, comprising approximately 1,000 trust structures for some 900 private clients. Butterfield is also offering positions to all employees who are fully dedicated to GTS in the Cayman Islands, Guernsey, Switzerland, Singapore and Mauritius.

The final consideration payable depends on the actual level of ongoing revenues from GTS clients as measured on the acquisition date. On publication date of the present financial statements, this amount was not adjusted as the final information for the actual ongoing revenues from GTS clients as measured on the acquisition date was not yet available.

The assets acquired consist mainly of: customer relationships intangible assets, goodwill and accounts receivable. The liabilities assumed consist mainly of deferred revenues and accounts payable. On publication date of the present financial statements, the initial accounting for this acquisition is incomplete as the Bank had not finished receiving and analyzing all the information required to more precisely allocate the purchase price, mainly between customer relationships intangible assets and goodwill. However, it is estimated that the fair value of identifiable non-tangible assets will consists primarily of customer relationship intangible assets to which the Bank provisionally assigned a fair value of $30.2 million. Consequently, the Bank has provisionally allocated no value to goodwill. These initial allocations are subject to change during the rest of year 2018 as the Bank will continue to receive and analyze information for this acquisition.

Note 22: Related party transactions

Financing Transactions
Certain directors and executives of the Bank, companies in which they are principal owners and/or members of the board, 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 at March 31, 2018, related party director and executive loan balances were $58.2 million (December 31, 2017$30.6 million). During the three months ended March 31, 2018, new issuance of loans and change in directorships to directors and executives were $27.6 million and repayments and change in directorships were nil (year ended December 31, 2017: $31.7 and $8.9 million, respectively). During the year ended December 31, 2017, a director resigned from the Board resulting in $4.3 million in loans being reclassified out of related party loans. All of these loans were considered performing loans as at March 31, 2018 and December 31, 2017.

Certain directors and executives of the Bank, companies in which they are principal owners, and trusts in which they are involved, have deposits with the Bank. As at March 31, 2018, related party director and executive deposit balances were $21.2 million (December 31, 2017$23.5 million).

On October 6, 2015, the Bank executed a $6 million loan agreement with a related party of an executive which originally matured on October 31, 2017. This agreement was renewed at $6 million and matures on November 2, 2018. This loan was made in the ordinary course of business on normal commercial terms. At March 31, 2018, nil (December 31, 2017: nil) was outstanding under this agreement. For the three months ended March 31, 2018, nil (March 31, 2017: nil) of interest income has been recognized in the consolidated statements of operations in relation with this agreement.

Certain affiliates of the Bank have loans and deposits with the Bank. The loans were made and the deposits are maintained in the ordinary course of business on normal commercial terms. At March 31, 2018, affiliates had loan balances of $10.4 million (December 31, 2017: $10.5 million) and deposits balances of $0.5 million (December 31, 2017: $0.6 million). For the three months ended March 31, 2018, the Bank has recognized $0.4 million (March 31, 2017: $0.5 million) of non-interest expenses and $0.1 million (March 31, 2017: $0.2 million) of loan interest revenue in the consolidated statement of operations relating to affiliates which the Bank holds investments in.

Capital Transaction
Up to February 28, 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 February 28, 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 March 31, 2018, these investments have a fair value of $5.0 million with an unrealized gain of $1.5 million (December 31, 2017: $5.0 and $1.6 million, respectively) and were included in trading investments at their fair value. During the three months ended March 31, 2018, the Bank earned $2.2 million (March 31, 2017: $1.6 million) in asset management revenue from funds managed by a wholly-owned subsidiary of the Bank.

Note 23: Subsequent events

On April 23, 2018, the Board of Directors declared an interim dividend of $0.38 per common share to be paid on May 15, 2018 to shareholders of record on May 4, 2018.





35