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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q

 

þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from (not applicable)

Commission file number 1-6880

U.S. BANCORP

(Exact name of registrant as specified in its charter)

 

Delaware 41-0255900

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

651-466-3000

(Registrant’s telephone number, including area code)

(not applicable)

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

YES þ    NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES þ    NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer þ Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨    NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class Outstanding as of April 30, 2015
Common Stock, $0.01 Par Value 1,773,034,982 shares

 

 

 


Table of Contents

Table of Contents and Form 10-Q Cross Reference Index

 

Part I — Financial Information

1) Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2)

  3   

a) Overview

  3   

b) Statement of Income Analysis

  3   

c) Balance Sheet Analysis

  5   

d) Non-GAAP Financial Measures

  31   

e) Critical Accounting Policies

  32   

f) Controls and Procedures (Item 4)

  32   

2) Quantitative and Qualitative Disclosures About Market Risk/Corporate Risk Profile (Item 3)

  7   

a) Overview

  7   

b) Credit Risk Management

  8   

c) Residual Value Risk Management

  22   

d) Operational Risk Management

  22   

e) Compliance Risk Management

  22   

f) Interest Rate Risk Management

  22   

g) Market Risk Management

  23   

h) Liquidity Risk Management

  24   

i) Capital Management

  26   

3) Line of Business Financial Review

  28   

4) Financial Statements (Item 1)

  33   

Part II — Other Information

1) Legal Proceedings (Item 1)

  74   

2) Risk Factors (Item 1A)

  74   

3) Unregistered Sales of Equity Securities and Use of Proceeds (Item 2)

  74   

4) Exhibits (Item 6)

  74   

5) Signature

  75   

6) Exhibits

  76   

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995.

This quarterly report on Form 10-Q contains forward-looking statements about U.S. Bancorp. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. These forward-looking statements cover, among other things, anticipated future revenue and expenses and the future plans and prospects of U.S. Bancorp. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. A reversal or slowing of the current economic recovery or another severe contraction could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities. Global financial markets could experience a recurrence of significant turbulence, which could reduce the availability of funding to certain financial institutions and lead to a tightening of credit, a reduction of business activity, and increased market volatility. Stress in the commercial real estate markets, as well as a downturn in the residential real estate markets could cause credit losses and deterioration in asset values. In addition, U.S. Bancorp’s business and financial performance is likely to be negatively impacted by recently enacted and future legislation and regulation. U.S. Bancorp’s results could also be adversely affected by deterioration in general business and economic conditions; changes in interest rates; deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans; deterioration in the value of securities held in its investment securities portfolio; legal and regulatory developments; litigation; increased competition from both banks and non-banks; changes in customer behavior and preferences; breaches in data security; effects of mergers and acquisitions and related integration; effects of critical accounting policies and judgments; and management’s ability to effectively manage credit risk, residual value risk, market risk, operational risk, compliance risk, strategic risk, interest rate risk, liquidity risk and reputational risk.

For discussion of these and other risks that may cause actual results to differ from expectations, refer to U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2014, on file with the Securities and Exchange Commission, including the sections entitled “Risk Factors” and “Corporate Risk Profile” contained in Exhibit 13, and all subsequent filings with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934. However, factors other than these also could adversely affect U.S. Bancorp’s results, and the reader should not consider these factors to be a complete set of all potential risks or uncertainties. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

 

U.S. Bancorp 1


Table of Contents
 Table 1  Selected Financial Data

 

 

Three Months Ended

March 31,

 
(Dollars and Shares in Millions, Except Per Share Data) 2015   2014   Percent
Change
 

Condensed Income Statement

Net interest income (taxable-equivalent basis) (a)

$ 2,752    $ 2,706      1.7

Noninterest income

  2,154      2,103      2.4   

Securities gains (losses), net

       5      *   

Total net revenue

  4,906      4,814      1.9   

Noninterest expense

  2,665      2,544      4.8   

Provision for credit losses

  264      306      (13.7

Income before taxes

  1,977      1,964      .7   

Taxable-equivalent adjustment

  54      56      (3.6

Applicable income taxes

  479      496      (3.4

Net income

  1,444      1,412      2.3   

Net (income) loss attributable to noncontrolling interests

  (13   (15   13.3   

Net income attributable to U.S. Bancorp

$ 1,431    $ 1,397      2.4   

Net income applicable to U.S. Bancorp common shareholders

$ 1,365    $ 1,331      2.6   

Per Common Share

Earnings per share

$ .77    $ .73      5.5

Diluted earnings per share

  .76      .73      4.1   

Dividends declared per share

  .245      .230      6.5   

Book value per share

  22.20      20.48      8.4   

Market value per share

  43.67      42.86      1.9   

Average common shares outstanding

  1,781      1,818      (2.0

Average diluted common shares outstanding

  1,789      1,828      (2.1

Financial Ratios

Return on average assets

  1.44   1.56

Return on average common equity

  14.1      14.6   

Net interest margin (taxable-equivalent basis) (a)

  3.08      3.35   

Efficiency ratio (b)

  54.3      52.9   

Net charge-offs as a percent of average loans outstanding

  .46      .59   

Average Balances

Loans

$ 247,950    $ 235,859      5.1

Loans held for sale

  4,338      2,626      65.2   

Investment securities (c)

  100,712      82,216      22.5   

Earning assets

  360,841      326,226      10.6   

Assets

  401,836      364,312      10.3   

Noninterest-bearing deposits

  74,511      70,824      5.2   

Deposits

  278,460      257,479      8.1   

Short-term borrowings

  29,497      29,490        

Long-term debt

  34,436      22,131      55.6   

Total U.S. Bancorp shareholders’ equity

  44,078      41,761      5.5   
  March 31,
2015
  December 31,
2014
     

Period End Balances

Loans

$   245,301    $   247,851      (1.0 )% 

Investment securities

  102,423      101,043      1.4   

Assets

  410,233      402,529      1.9   

Deposits

  286,601      282,733      1.4   

Long-term debt

  35,104      32,260      8.8   

Total U.S. Bancorp shareholders’ equity

  44,277      43,479      1.8   

Asset Quality

Nonperforming assets

$ 1,696    $ 1,808      (6.2 )% 

Allowance for credit losses

  4,351      4,375      (.5

Allowance for credit losses as a percentage of period-end loans

  1.77   1.77

Capital Ratios

Basel III transitional standardized approach:

Common equity tier 1 capital

  9.6   9.7

Tier 1 capital

  11.1      11.3   

Total risk-based capital

  13.3      13.6   

Leverage

  9.3      9.3   

Common equity tier 1 capital to risk-weighted assets for the Basel III transitional advanced approaches

  12.3      12.4   

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (d)

  9.2      9.0   

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (d)

  11.8      11.8   

Tangible common equity to tangible assets (d)

  7.6      7.5   

Tangible common equity to risk-weighted assets (d)

  9.3      9.3         

 

   * Not meaningful
(a) Presented on a fully taxable-equivalent basis utilizing a tax rate of 35 percent.
(b) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding net securities gains (losses).
(c) Excludes unrealized gains and losses on available-for-sale investment securities and any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity.
(d) See Non-GAAP Financial Measures beginning on page 31.

 

2 U.S. Bancorp


Table of Contents

Management’s Discussion and Analysis

 

OVERVIEW

Earnings Summary U.S. Bancorp and its subsidiaries (the “Company”) reported net income attributable to U.S. Bancorp of $1.4 billion for the first quarter of 2015, or $0.76 per diluted common share, compared with $1.4 billion, or $0.73 per diluted common share, for the first quarter of 2014. Return on average assets and return on average common equity were 1.44 percent and 14.1 percent, respectively, for the first quarter of 2015, compared with 1.56 percent and 14.6 percent, respectively, for the first quarter of 2014.

Total net revenue, on a taxable-equivalent basis, for the first quarter of 2015 was $92 million (1.9 percent) higher than the first quarter of 2014, reflecting a 1.7 percent increase in net interest income and a 2.2 percent increase in noninterest income. The increase in net interest income from the first quarter of 2014 was the result of an increase in average earning assets and continued growth in lower cost core deposit funding, partially offset by a decrease in the net interest margin. The noninterest income increase was primarily due to higher revenue in most fee businesses and higher equity investment gains in other income.

Noninterest expense in the first quarter of 2015 was $121 million (4.8 percent) higher than the first quarter of 2014, primarily due to higher compensation expense, reflecting the impact of merit increases, the June 2014 acquisition of the Chicago-area branch banking operations of the Charter One Bank franchise (“Charter One”), and higher staffing for risk, compliance and internal audit activities, as well as increased employee benefits expense due to higher pension costs, and higher expense related to mortgage servicing activities.

The provision for credit losses for the first quarter of 2015 of $264 million was $42 million (13.7 percent) lower than the first quarter of 2014. Net charge-offs in the first quarter of 2015 were $279 million, compared with $341 million in the first quarter of 2014. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

STATEMENT OF INCOME ANALYSIS

Net Interest Income Net interest income, on a taxable-equivalent basis, in the first quarter of 2015 was $2.8 billion, an increase of $46 million (1.7 percent) over the first quarter of 2014. The increase from a year ago was principally the result of growth in average earning assets and lower cost core deposit funding, partially offset by lower rates on new loans and investment securities and lower loan fees. Average earning assets were $34.6 billion (10.6 percent) higher in the first quarter of 2015, compared with the first quarter of 2014, driven by increases of $18.5 billion (22.5 percent) in investment securities and $12.1 billion (5.1 percent) in loans. The net interest margin, on a taxable-equivalent basis, in the first quarter of 2015 was 3.08 percent, compared with 3.35 percent in the first quarter of 2014. The decrease in the net interest margin from the first quarter of 2014 primarily reflected growth in the investment portfolio at lower average rates, as well as lower reinvestment rates on investment securities, lower loan fees due to the approximately $50 million decrease related to the previously communicated wind down of the short-term, small-dollar deposit advance product, Checking Account Advance (“CAA”), lower rates on new loans and a change in loan portfolio mix, partially offset by lower funding costs. Refer to the “Consolidated Daily Average Balance Sheet and Related Yields and Rates” table for further information on net interest income.

Average investment securities in the first quarter of 2015 were $18.5 billion (22.5 percent) higher than the first quarter of 2014, primarily due to purchases of U.S. government and agency-backed securities, net of prepayments and maturities, to support liquidity coverage ratio regulatory requirements.

Average total loans for the first quarter of 2015 were $12.1 billion (5.1 percent) higher than the first quarter of 2014, the result of growth in commercial loans (15.1 percent), commercial real estate loans (6.5 percent), credit card loans (2.4 percent) and other retail loans (3.5 percent), driven by higher demand for loans from new and existing customers. The increases were partially offset by declines in residential mortgages (0.3 percent) and loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) (37.5 percent), a run-off portfolio. Average loans acquired in FDIC-assisted transactions that are covered by loss

 

U.S. Bancorp 3


Table of Contents
 Table 2  Noninterest Income

 

 

Three Months Ended

March 31,

 
(Dollars in Millions) 2015   2014   Percent
Change
 

Credit and debit card revenue

$ 241    $ 239      .8

Corporate payment products revenue

  170      173      (1.7

Merchant processing services

  359      356      .8   

ATM processing services

  78      78        

Trust and investment management fees

  322      304      5.9   

Deposit service charges

  161      157      2.5   

Treasury management fees

  137      133      3.0   

Commercial products revenue

  200      205      (2.4

Mortgage banking revenue

  240      236      1.7   

Investment products fees

  47      46      2.2   

Securities gains (losses), net

       5      *   

Other

  199      176      13.1   

Total noninterest income

$ 2,154    $ 2,108      2.2

 

* Not meaningful.

 

sharing agreements with the FDIC (“covered” loans) decreased to $5.2 billion in the first quarter of 2015, compared with $8.3 billion in the same period of 2014, as a result of the expiration of the loss sharing agreements on commercial and commercial real estate assets at the end of 2014.

Average total deposits for the first quarter of 2015 were $21.0 billion (8.1 percent) higher than the first

quarter of 2014. Average noninterest-bearing deposits increased $3.7 billion (5.2 percent) over the prior year, primarily in Consumer and Small Business Banking, as well as Wholesale Banking and Commercial Real Estate, partially offset by a decrease in corporate trust balances. Average total savings deposits were $20.8 billion (14.5 percent) higher, the result of growth in Consumer and Small Business Banking, including the $3.3 billion impact of the Charter One branch acquisitions, corporate trust, and Wholesale Banking and Commercial Real Estate balances. Average time deposits less than $100,000 were $1.0 billion (9.0 percent) lower in the first quarter of 2015, compared with the same period of 2014, due to maturities, while average time deposits greater than $100,000 were $2.5 billion (8.0 percent) lower, primarily due to declines in Wholesale Banking and Commercial Real Estate, corporate trust and Consumer and Small Business Banking balances. Time deposits greater than $100,000 are managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing and liquidity characteristics.

Provision for Credit Losses The provision for credit losses for the first quarter of 2015 decreased $42 million (13.7 percent), from the first quarter of 2014. Net charge-offs decreased $62 million (18.2 percent) in the first quarter of 2015, compared with the same period of the prior year, reflecting improvements in residential mortgages, home equity and second mortgages, as well as construction and development, credit card, and other retail loans. The provision for credit losses was lower than net charge-offs by $15 million in the first quarter of 2015, compared with $35 million lower than net charge-offs in the first quarter of 2014. Refer to “Corporate Risk Profile” for further information on the provision for credit losses, net charge-offs, nonperforming assets and other factors considered by the Company in assessing the credit quality of the loan portfolio and establishing the allowance for credit losses.

Noninterest Income Noninterest income in the first quarter of 2015 was $2.2 billion, an increase of $46 million (2.2 percent), compared with the first quarter of 2014. The increase from a year ago was due to increases in the majority of fee revenue categories and higher equity investment gains in other income, partially offset by small reductions in commercial products revenue and corporate payment products revenue. In particular, trust and investment management fees increased $18 million (5.9 percent), reflecting account growth and improved market conditions. Merchant processing service fees reflected a growth rate of 0.8 percent inclusive of the impact of foreign currency rate changes. Excluding the impact of foreign currency rate changes, the growth would have been approximately 5.0 percent. The decrease in commercial products revenue of $5 million (2.4 percent) was primarily due to lower wholesale transaction activity, including standby letters of credit and syndication fees, and lower commercial leasing revenue, partially offset by increased bond underwriting fees.

Noninterest Expense Noninterest expense in the first quarter of 2015 was $2.7 billion, an increase of $121 million (4.8 percent), compared with the first quarter of 2014. The increase in noninterest expense from a year ago was primarily the result of higher compensation, employee benefits and other expenses. The increase in

 

4 U.S. Bancorp


Table of Contents
 Table 3  Noninterest Expense

 

 

Three Months Ended

March 31,

 
(Dollars in Millions) 2015   2014   Percent
Change
 

Compensation

$ 1,179    $ 1,115      5.7

Employee benefits

  317      289      9.7   

Net occupancy and equipment

  247      249      (.8

Professional services

  77      83      (7.2

Marketing and business development

  70      79      (11.4

Technology and communications

  214      211      1.4   

Postage, printing and supplies

  82      81      1.2   

Other intangibles

  43      49      (12.2

Other

  436      388      12.4   

Total noninterest expense

$ 2,665    $ 2,544      4.8

Efficiency ratio (a)

  54.3   52.9      

 

(a) Computed as noninterest expense divided by the sum of net interest income on a taxable-equivalent basis and noninterest income excluding net securities gains (losses).

 

compensation expense of $64 million (5.7 percent) reflected the impact of merit increases, the Charter One branch acquisitions, and higher staffing for risk, compliance and internal audit activities, and commissions related to mortgage production. The increase in employee benefits expense of $28 million (9.7 percent) was driven by higher pension costs. The increase in other expense of $48 million (12.4 percent) was primarily due to mortgage servicing-related expenses.

Income Tax Expense The provision for income taxes was $479 million (an effective rate of 24.9 percent) for the first quarter of 2015, compared with $496 million (an effective rate of 26.0 percent) for the first quarter of 2014. The decrease was the result of resolution of certain tax matters. For further information on income taxes, refer to Note 11 of the Notes to Consolidated Financial Statements.

BALANCE SHEET ANALYSIS

Loans The Company’s loan portfolio was $245.3 billion at March 31, 2015, compared with $247.9 billion at December 31, 2014, a decrease of $2.6 billion (1.0 percent). The decrease was driven primarily by the transfer of approximately $3 billion of student loans from the loan portfolio to loans held for sale at the end of the first quarter of 2015, based on the Company’s intent to sell these loans.

Credit card loans decreased $1.0 billion (5.5 percent) at March 31, 2015, compared with December 31, 2014, primarily the result of customers seasonally paying down balances.

Residential mortgages held in the loan portfolio decreased $530 million (1.0 percent) at March 31, 2015, compared with December 31, 2014, reflecting higher loan prepayments due to the low interest rate environment. Residential mortgages originated and placed in the Company’s loan portfolio include well-secured jumbo mortgages and branch-originated first lien home equity loans to borrowers with high credit quality. The Company generally retains portfolio loans through maturity; however, the Company’s intent may change over time based upon various factors such as ongoing asset/liability management activities, assessment of product profitability, credit risk, liquidity needs, and capital implications. If the Company’s intent or ability to hold an existing portfolio loan changes, the loan is transferred to loans held for sale.

Partially offsetting these decreases was an increase in commercial loans of $2.4 billion (2.9 percent) at March 31, 2015, compared with December 31, 2014, reflecting higher demand from new and existing customers.

In addition, excluding student loans, other retail loans increased $289 million (0.6 percent) at March 31, 2015, compared with December 31, 2014. The increase was driven primarily by higher auto and installment loan balances, partially offset by decreases in other loan categories.

Loans Held for Sale Loans held for sale, consisting of residential mortgages and other loans to be sold in the secondary market, were $8.0 billion at March 31, 2015, compared with $4.8 billion at December 31, 2014. The increase in loans held for sale was principally due to the transfer of the student loan balances to loans held for sale at the end of the first quarter of 2015, as well as an increase in residential mortgage loans held for sale balances due to a higher level of mortgage loan closings.

Almost all of the residential mortgage loans the Company originates or purchases for sale follow guidelines that allow the loans to be sold into existing, highly liquid secondary markets; in particular in government agency transactions and to government-sponsored enterprises (“GSEs”).

Investment Securities Investment securities totaled $102.4 billion at March 31, 2015, compared with $101.0 billion at December 31, 2014. The $1.4 billion (1.4 percent) increase reflected $1.2 billion of net investment purchases and a $208 million favorable

 

U.S. Bancorp 5


Table of Contents
 Table 4  Investment Securities

 

  Available-for-Sale      Held-to-Maturity  

At March 31, 2015

(Dollars in Millions)

Amortized
Cost
  Fair
Value
  Weighted-
Average
Maturity in
Years
  Weighted-
Average
Yield (e)
     Amortized
Cost
 

Fair

Value

  Weighted-
Average
Maturity in
Years
  Weighted-
Average
Yield (e)
 

U.S. Treasury and Agencies

 

Maturing in one year or less

$ 421    $ 421      .7      2.39   $ 80    $ 80      .2      1.36

Maturing after one year through five years

  1,384      1,403      3.2      1.39        1,097      1,112      3.4      1.42   

Maturing after five years through ten years

  654      667      7.2      2.51        1,510      1,525      7.5      2.20   

Maturing after ten years

  101      101      18.1      1.41        57      57      10.4      1.76   

Total

$ 2,560    $ 2,592      4.4      1.84   $ 2,744    $ 2,774      5.7      1.86

Mortgage-Backed Securities (a)

 

Maturing in one year or less

$ 1,373    $ 1,378      .7      1.43   $ 757    $ 758      .7      1.35

Maturing after one year through five years

  38,616      39,090      3.7      1.84        38,155      38,508      3.6      1.97   

Maturing after five years through ten years

  5,737      5,807      5.9      1.78        3,777      3,810      5.7      1.33   

Maturing after ten years

  515      516      11.5      1.24        112      111      11.6      1.20   

Total

$ 46,241    $ 46,791      4.0      1.81   $ 42,801    $ 43,187      3.7      1.90

Asset-Backed Securities (a)

 

Maturing in one year or less

$    $             $ 1    $ 1      .3      .79

Maturing after one year through five years

  266      276      3.2      1.52        7      10      3.1      .86   

Maturing after five years through ten years

  355      362      6.5      2.10        5      6      6.4      .87   

Maturing after ten years

                             6      19.1      .79   

Total

$ 621    $ 638      5.1      1.86   $ 13    $ 23      4.3      .86

Obligations of State and Political Subdivisions (b) (c)

 

Maturing in one year or less

$ 1,160    $ 1,181      .5      6.69   $    $      .5      9.64

Maturing after one year through five years

  3,737      3,956      2.0      6.70        1      1      2.9      8.49   

Maturing after five years through ten years

  480      489      6.9      4.50        1      1      7.3      7.92   

Maturing after ten years

  100      109      14.5      7.07        7      7      10.9      2.52   

Total

$ 5,477    $ 5,735      2.3      6.51   $ 9    $ 9      9.2      4.08

Other Debt Securities

 

Maturing in one year or less

$    $             $    $          

Maturing after one year through five years

                        9      9      2.0      1.44   

Maturing after five years through ten years

                        21      20      5.6      1.00   

Maturing after ten years

  690      628      18.2      2.48                         

Total

$ 690    $ 628      18.2      2.48   $ 30    $ 29      4.5      1.13

Other Investments

$ 392    $ 442      11.5      2.36   $    $          

Total investment securities (d)

$ 55,981    $ 56,826      4.1      2.29   $ 45,597    $ 46,022      3.8      1.90

 

(a) Information related to asset and mortgage-backed securities included above is presented based upon weighted-average maturities anticipating future prepayments.
(b) Information related to obligations of state and political subdivisions is presented based upon yield to first optional call date if the security is purchased at a premium, yield to maturity if purchased at par or a discount.
(c) Maturity calculations for obligations of state and political subdivisions are based on the first optional call date for securities with a fair value above par and contractual maturity for securities with a fair value equal to or below par.
(d) The weighted-average maturity of the available-for-sale investment securities was 4.3 years at December 31, 2014, with a corresponding weighted-average yield of 2.32 percent. The weighted-average maturity of the held-to-maturity investment securities was 4.0 years at December 31, 2014, with a corresponding weighted-average yield of 1.92 percent.
(e) Average yields are presented on a fully-taxable equivalent basis under a tax rate of 35 percent. Yields on available-for-sale and held-to-maturity investment securities are computed based on amortized cost balances, excluding any premiums or discounts recorded related to the transfer of investment securities at fair value from available-for-sale to held-to-maturity. Average yield and maturity calculations exclude equity securities that have no stated yield or maturity.

 

  March 31, 2015      December 31, 2014  
(Dollars in Millions) Amortized
Cost
  Percent
of Total
     Amortized
Cost
  Percent
of Total
 

U.S. Treasury and agencies

$ 5,304      5.2   $ 5,339      5.3

Mortgage-backed securities

  89,042      87.7        87,645      87.3   

Asset-backed securities

  634      .6        638      .6   

Obligations of state and political subdivisions

  5,486      5.4        5,613      5.6   

Other debt securities and investments

  1,112      1.1        1,171      1.2   

Total investment securities

$ 101,578      100.0   $ 100,406      100.0

 

change in net unrealized gains (losses) on available-for-sale investment securities.

The Company’s available-for-sale securities are carried at fair value with changes in fair value reflected in other comprehensive income (loss) unless a security is deemed to be other-than-temporarily impaired. At March 31, 2015, the Company’s net unrealized gains on available-for-sale securities were $845 million, compared with $637 million at December 31, 2014. The favorable change in net unrealized gains (losses) was primarily due to increases in the fair value of agency mortgage-backed securities as a result of changes in interest rates. Gross unrealized losses on available-for-sale securities totaled $218 million at March 31, 2015, compared with $343

 

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million at December 31, 2014. At March 31, 2015, the Company had no plans to sell securities with unrealized

losses, and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.

In December 2013, U.S. banking regulators approved final rules that prohibit banks from holding certain types of investments, such as investments in hedge and certain private equity funds. The Company does not anticipate the implementation of these final rules will require any significant liquidation of securities held or impairment charges. Refer to Notes 3 and 14 in the Notes to Consolidated Financial Statements for further information on investment securities.

Deposits Total deposits were $286.6 billion at March 31, 2015, compared with $282.7 billion at December 31, 2014, the result of increases in total savings deposits and noninterest-bearing deposits, partially offset by a decrease in time deposits. Savings account balances increased $1.8 billion (5.0 percent), primarily due to continued strong participation in a savings product offered by Consumer and Small Business Banking, including an increase in new accounts and increased balances from existing customers. Interest checking balances increased $1.4 billion (2.6 percent) primarily due to higher Consumer and Small Business Banking, and Wholesale Banking and Commercial Real Estate balances, partially offset by lower corporate trust balances. Noninterest-bearing deposits increased $1.9 billion (2.5 percent) at March 31, 2015, compared with December 31, 2014, primarily due to higher Wholesale Banking and Commercial Real Estate and seasonally higher mortgage escrow-related balances. Time deposits less than $100,000 decreased $435 million (4.1 percent) at March 31, 2015, compared with December 31, 2014, primarily due to lower Consumer and Small Business Banking balances, the result of maturities. Time deposits greater than $100,000 decreased $430 million (1.5 percent) at March 31, 2015, compared with December 31, 2014, primarily due to lower corporate trust balances, partially offset by higher Wholesale Banking and Commercial Real Estate balances. Time deposits greater than $100,000 are managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing and liquidity characteristics.

Borrowings The Company utilizes both short-term and long-term borrowings as part of its asset/liability management and funding strategies. Short-term borrowings, which include federal funds purchased, commercial paper, repurchase agreements, borrowings secured by high-grade assets and other short-term borrowings, were $28.2 billion at March 31, 2015, compared with $29.9 billion at December 31, 2014. The $1.7 billion (5.6 percent) decrease in short-term borrowings was primarily due to lower commercial paper and other short-term borrowings balances. Long-term debt was $35.1 billion at March 31, 2015, compared with $32.3 billion at December 31, 2014. The $2.8 billion (8.8 percent) increase was primarily due to the issuance of $2.3 billion of bank notes and a $1.0 billion increase in Federal Home Loan Bank advances, partially offset by $500 million of medium-term note maturities. Refer to the “Liquidity Risk Management” section for discussion of liquidity management of the Company.

CORPORATE RISK PROFILE

Overview Managing risks is an essential part of successfully operating a financial services company. The Company’s Board of Directors has approved a risk management framework which establishes governance and risk management requirements for all risk-taking activities. This framework includes Company and business line risk appetite statements which set boundaries for the types and amount of risk that may be undertaken in pursuing business objectives and initiatives. The Board of Directors, through its Risk Management Committee, oversees performance relative to the risk management framework, risk appetite statements, and other policy requirements.

The Executive Risk Committee (“ERC”), which is chaired by the Chief Risk Officer and includes the Chief Executive Officer and other members of the executive management team, oversees execution against the risk management framework and risk appetite statements. The ERC focuses on current and emerging risks, including strategic and reputational risks, by directing timely and comprehensive actions. Senior operating committees have also been established, each responsible for overseeing a specified category of risk.

The Company’s most prominent risk exposures are credit, interest rate, market, liquidity, operational, compliance, strategic, and reputational. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan, investment or derivative contract when it is due. Interest rate risk is the potential reduction of net interest income or market valuations as a result of changes in interest rates. Market risk arises from fluctuations in interest rates, foreign exchange rates, and security prices that may result in changes in the values of financial instruments, such as trading and available-for-sale securities, mortgage loans held for sale, mortgage servicing rights (“MSRs”) and derivatives that are accounted for on a fair value basis. Liquidity risk is the

 

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possible inability to fund obligations or new business at a reasonable cost and in a timely manner. Operational risk is the risk of loss resulting from inadequate or failed internal processes, people, or systems, or from external events, including the risk of loss resulting from breaches in data security. Operational risk can also include failures by third parties with which the Company does business. Compliance risk is the risk of loss arising from violations of, or nonconformance with, laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards, potentially exposing the Company to fines, civil money penalties, payment of damages, and the voiding of contracts. Compliance risk also arises in situations where the laws or rules governing certain Company products or activities of the Company’s customers may be ambiguous or untested. Strategic risk is the risk to earnings or capital arising from adverse business decisions or improper implementation of those decisions. Reputational risk is the potential that negative publicity or press regarding the Company’s operations, business practices or products, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions. In addition to the risks identified above, other risk factors exist that may impact the Company. Refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for a detailed discussion of these factors.

The Company’s Board and management-level governance committees are supported by a “three lines of defense” model for establishing effective checks and balances. The first line of defense, the business lines, manages risks in conformity with established limits and policy requirements. In turn, business leaders and their risk officers establish programs to ensure conformity with these limits and policy requirements. The second line of defense, which includes the Chief Risk Officer’s organization as well as policy and oversight activities of corporate support functions, translates risk appetite and strategy into actionable risk limits and policies. The second line of defense monitors first line of defense conformity with limits and policies, and provides reporting and escalation of emerging risks and other concerns to senior management and the Risk Management Committee of the Board of Directors. The third line of defense, internal audit, is responsible for providing the Audit Committee of the Board of Directors and senior management with independent assessment and assurance regarding the effectiveness of the Company’s governance, risk management, and control processes.

Management provides various risk reports to the Risk Management Committee of the Board of Directors. The Risk Management Committee discusses with management the Company’s risk management performance, and provides a summary of key risks to the entire Board of Directors, covering the status of existing matters, areas of potential future concern, and specific information on certain types of loss events. The Risk Management Committee considers quarterly reports by management assessing the Company’s performance relative to the risk appetite statements and the associated risk limits, including:

  Qualitative considerations, such as the macroeconomic environment, regulatory and compliance changes, litigation developments, and technology and cybersecurity;
  Capital ratios and projections, including regulatory measures and stressed scenarios;
  Credit measures, including adversely rated and nonperforming loans, leveraged transactions, credit concentrations and lending limits;
  Interest rate and market risk, including market value and net income simulation, and trading-related Value at Risk;
  Liquidity risk, including funding projections under various stressed scenarios;
  Operational, compliance and strategic risk, including losses stemming from events such as fraud, processing errors, control breaches, breaches in data security, or adverse business decisions, as well as reporting on technology performance, and various legal and regulatory compliance measures; and
  Reputational risk considerations, impacts and responses.

Credit Risk Management The Company’s strategy for credit risk management includes well-defined, centralized credit policies, uniform underwriting criteria, and ongoing risk monitoring and review processes for all commercial and consumer credit exposures. In evaluating its credit risk, the Company considers changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance and macroeconomic factors, such as changes in unemployment rates, gross domestic product and consumer bankruptcy filings. The Risk Management Committee oversees the Company’s credit risk management process.

In addition, credit quality ratings, as defined by the Company, are an important part of the Company’s overall credit risk management and evaluation of its allowance for credit losses. Loans with a pass rating represent those loans not classified on the Company’s rating scale for problem credits, as minimal risk has been identified. Loans with a special mention or classified rating, including loans that are 90 days or more past due

 

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and still accruing, nonaccrual loans, those considered troubled debt restructurings (“TDRs”), and loans in a junior lien position that are current but are behind a modified or delinquent loan in a first lien position, encompass all loans held by the Company that it considers to have a potential or well-defined weakness that may put full collection of contractual cash flows at risk. The Company’s internal credit quality ratings for consumer loans are primarily based on delinquency and nonperforming status, except for a limited population of larger loans within those portfolios that are individually evaluated. For this limited population, the determination of the internal credit quality rating may also consider collateral value and customer cash flows. The Company obtains recent collateral value estimates for the majority of its residential mortgage and home equity and second mortgage portfolios, which allows the Company to compute estimated loan-to-value (“LTV”) ratios reflecting current market conditions. These individual refreshed LTV ratios are considered in the determination of the appropriate allowance for credit losses. However, the underwriting criteria the Company employs consider the relevant income and credit characteristics of the borrower, such that the collateral is not the primary source of repayment. Refer to Note 4 in the Notes to Consolidated Financial Statements for further discussion of the Company’s loan portfolios including internal credit quality ratings. In addition, refer to “Management’s Discussion and Analysis — Credit Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for a more detailed discussion on credit risk management processes.

The Company manages its credit risk, in part, through diversification of its loan portfolio and limit setting by product type criteria and concentrations. As part of its normal business activities, the Company offers a broad array of lending products. The Company categorizes its loan portfolio into three segments, which is the level at which it develops and documents a systematic methodology to determine the allowance for credit losses. The Company’s three loan portfolio segments are commercial lending, consumer lending and covered loans. The commercial lending segment includes loans and leases made to small business, middle market, large corporate, commercial real estate, financial institution, non-profit and public sector customers. Key risk characteristics relevant to commercial lending segment loans include the industry and geography of the borrower’s business, purpose of the loan, repayment source, borrower’s debt capacity and financial flexibility, loan covenants, and nature of pledged collateral, if any. These risk characteristics, among others, are considered in determining estimates about the likelihood of default by the borrowers and the severity of loss in the event of default. The Company considers these risk characteristics in assigning internal risk ratings to, or forecasting losses on, these loans which are the significant factors in determining the allowance for credit losses for loans in the commercial lending segment. At March 31, 2015, approximately $3.3 billion of the commercial loans outstanding were to customers in energy-related businesses, compared with $3.1 billion at December 31, 2014. The recent decline in energy prices has resulted in deterioration to some of these loans; however, its impact has not been material to the Company.

The consumer lending segment represents loans and leases made to consumer customers including residential mortgages, credit card loans, and other retail loans such as revolving consumer lines, auto loans and leases, and home equity loans and lines. Home equity or second mortgage loans are junior lien closed-end accounts fully disbursed at origination. These loans typically are fixed rate loans, secured by residential real estate, with a 10- or 15-year fixed payment amortization schedule. Home equity lines are revolving accounts giving the borrower the ability to draw and repay balances repeatedly, up to a maximum commitment, and are secured by residential real estate. These include accounts in either a first or junior lien position. Typical terms on home equity lines in the portfolio are variable rates benchmarked to the prime rate, with a 10- or 15-year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 20 - or 10-year amortization period, respectively. At March 31, 2015, substantially all of the Company’s home equity lines were in the draw period, with approximately 85 percent entering the amortization period in 2020 or later. Approximately $219 million of the outstanding home equity line balances at March 31, 2015, will enter the amortization period within the next 12 months. Key risk characteristics relevant to consumer lending segment loans primarily relate to the borrowers’ capacity and willingness to repay and include unemployment rates and other economic factors, customer payment history and in some cases, updated LTV information on real estate based loans. These risk characteristics, among others, are reflected in forecasts of delinquency levels, bankruptcies and losses which are the primary factors in determining the allowance for credit losses for the consumer lending segment.

The covered loan segment represents loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC that greatly reduce the risk of future credit losses to the Company. Key risk characteristics for covered segment loans are consistent

 

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with the segment they would otherwise be included in had the loss share coverage not been in place, but consider the indemnification provided by the FDIC.

The Company further disaggregates its loan portfolio segments into various classes based on their underlying risk characteristics. The two classes within the commercial lending segment are commercial loans and commercial real estate loans. The three classes within the consumer lending segment are residential mortgages, credit card loans and other retail loans. The covered loan segment consists of only one class.

The Company’s consumer lending segment utilizes several distinct business processes and channels to originate consumer credit, including traditional branch lending, indirect lending, portfolio acquisitions, correspondent banks and loan brokers. Each distinct underwriting and origination activity manages unique credit risk characteristics and prices its loan production commensurate with the differing risk profiles.

Residential mortgages are originated through the Company’s branches, loan production offices and a wholesale network of originators. The Company may retain residential mortgage loans it originates on its balance sheet or sell the loans into the secondary market while retaining the servicing rights and customer relationships. Utilizing the secondary markets enables the Company to effectively reduce its credit and other asset/liability risks. For residential mortgages that are retained in the Company’s portfolio and for home equity and second mortgages, credit risk is also diversified by geography and managed by adherence to LTV and borrower credit criteria during the underwriting process.

The Company estimates updated LTV information quarterly, based on a method that combines automated valuation model updates and relevant home price indices. LTV is the ratio of the loan’s outstanding principal balance to the current estimate of property value. For home equity and second mortgages, combined loan-to-value (“CLTV”) is the combination of the first mortgage original principal balance and the second lien outstanding principal balance, relative to the current estimate of property value. Certain loans do not have a LTV or CLTV, primarily due to lack of availability of relevant automated valuation model and/or home price indices values, or lack of necessary valuation data on acquired loans.

The following tables provide summary information for the LTVs of residential mortgages and home equity and second mortgages by borrower type at March 31, 2015:

 

Residential mortgages

(Dollars in Millions)

Interest
Only
  Amortizing   Total   Percent
of Total
 

Prime Borrowers

Less than or equal to 80%

$ 1,839    $ 36,060    $ 37,899      86.2

Over 80% through 90%

  162      2,968      3,130      7.1   

Over 90% through 100%

  133      1,187      1,320      3.0   

Over 100%

  174      1,362      1,536      3.5   

No LTV available

       72      72      .2   

Total

$ 2,308    $ 41,649    $ 43,957      100.0

Sub-Prime Borrowers

Less than or equal to 80%

$    $ 552    $ 552      46.3

Over 80% through 90%

       190      190      16.0   

Over 90% through 100%

       165      165      13.9   

Over 100%

       284      284      23.8   

No LTV available

                   

Total

$    $ 1,191    $ 1,191      100.0

Other Borrowers

Less than or equal to 80%

$ 4    $ 417    $ 421      54.3

Over 80% through 90%

       131      131      16.9   

Over 90% through 100%

       69      69      8.9   

Over 100%

       154      154      19.9   

No LTV available

                   

Total

$ 4    $ 771    $ 775      100.0

Loans Purchased From GNMA Mortgage Pools (a)

$    $ 5,166    $ 5,166      100.0

Total

Less than or equal to 80%

$ 1,843    $ 37,029    $ 38,872      76.1

Over 80% through 90%

  162      3,289      3,451      6.8   

Over 90% through 100%

  133      1,421      1,554      3.0   

Over 100%

  174      1,800      1,974      3.9   

No LTV available

       72      72      .1   

Loans purchased from GNMA mortgage pools (a)

       5,166      5,166      10.1   

Total

$ 2,312    $ 48,777    $ 51,089      100.0

 

(a) Represents loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

 

Home equity and second mortgages

(Dollars in Millions)

Lines   Loans   Total   Percent
of Total
 

Prime Borrowers

Less than or equal to 80%

$ 9,441    $ 624    $ 10,065      66.5

Over 80% through 90%

  2,196      218      2,414      15.9   

Over 90% through 100%

  1,086      109      1,195      7.9   

Over 100%

  1,152      150      1,302      8.6   

No LTV/CLTV available

  145      16      161      1.1   

Total

$ 14,020    $ 1,117    $ 15,137      100.0

Sub-Prime Borrowers

Less than or equal to 80%

$ 35    $ 26    $ 61      26.9

Over 80% through 90%

  12      17      29      12.8   

Over 90% through 100%

  11      24      35      15.4   

Over 100%

  24      76      100      44.0   

No LTV/CLTV available

       2      2      .9   

Total

$ 82    $ 145    $ 227      100.0

Other Borrowers

Less than or equal to 80%

$ 347    $ 12    $ 359      72.5

Over 80% through 90%

  79      9      88      17.8   

Over 90% through 100%

  23      3      26      5.3   

Over 100%

  19      3      22      4.4   

No LTV/CLTV available

                   

Total

$ 468    $ 27    $ 495      100.0

Total

Less than or equal to 80%

$ 9,823    $ 662    $ 10,485      66.1

Over 80% through 90%

  2,287      244      2,531      16.0   

Over 90% through 100%

  1,120      136      1,256      7.9   

Over 100%

  1,195      229      1,424      9.0   

No LTV/CLTV available

  145      18      163      1.0   

Total

$ 14,570    $ 1,289    $ 15,859      100.0

 

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At March 31, 2015 and December 31, 2014, approximately $1.2 billion of residential mortgages were to customers that may be defined as sub-prime borrowers based on credit scores from independent agencies at loan origination. In addition to residential mortgages, at March 31, 2015, $227 million of home equity and second mortgage loans were to customers that may be defined as sub-prime borrowers, compared with $238 million at December 31, 2014. The total amount of consumer lending segment residential mortgage, home equity and second mortgage loans to customers that may be defined as sub-prime borrowers represented only 0.3 percent of total assets at March 31, 2015, compared with 0.4 percent at December 31, 2014. The Company considers sub-prime loans to be those made to borrowers with a risk of default significantly higher than those approved for prime lending programs, as reflected in credit scores obtained from independent agencies at loan origination, in addition to other credit underwriting criteria. Sub-prime portfolios include only loans originated according to the Company’s underwriting programs specifically designed to serve customers with weakened credit histories. The sub-prime designation indicators have been and will continue to be subject to re-evaluation over time as borrower characteristics, payment performance and economic conditions change. The sub-prime loans originated during periods from June 2009 and after are with borrowers who met the Company’s program guidelines and have a credit score that generally is at or below a threshold of 620 to 650 depending on the program. Sub-prime loans originated during periods prior to June 2009 were based upon program level guidelines without regard to credit score.

Covered loans included $823 million in loans with negative-amortization payment options at March 31, 2015, compared with $850 million at December 31, 2014. Other than covered loans, the Company does not have any residential mortgages with payment schedules that would cause balances to increase over time.

Home equity and second mortgages were $15.9 billion at March 31, 2015, unchanged from December 31, 2014, and included $5.0 billion of home equity lines in a first lien position and $10.9 billion of home equity and second mortgage loans and lines in a junior lien position. Loans and lines in a junior lien position at March 31, 2015, included approximately $4.2 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $6.7 billion where the Company did not service the related first lien loan. The Company was able to determine the status of the related first liens using information the Company has as the servicer of the first lien or information reported on customer credit bureau files. The Company also evaluates other indicators of credit risk for these junior lien loans and lines including delinquency, estimated average CLTV ratios and updated weighted-average credit scores in making its assessment of credit risk, related loss estimates and determining the allowance for credit losses.

The following table provides a summary of delinquency statistics and other credit quality indicators for the Company’s junior lien positions at March 31, 2015:

 

  Junior Liens Behind      
(Dollars in Millions) Company Owned
or Serviced
First Lien
  Third Party
First Lien
  Total  

Total

$ 4,176    $ 6,694    $ 10,870   

Percent 30 - 89 days past due

  .30   .49   .42

Percent 90 days or more past due

  .05   .10   .08

Weighted-average CLTV

  76   73   75

Weighted-average credit score

  750      744      746   

See the Analysis and Determination of the Allowance for Credit Losses section for additional information on how the Company determines the allowance for credit losses for loans in a junior lien position.

 

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 Table 5  Delinquent Loan Ratios as a Percent of Ending Loan Balances

 

90 days or more past due excluding nonperforming loans March 31,
2015
  December 31,
2014
 

Commercial

Commercial

  .06   .05

Lease financing

         

Total commercial

  .05      .05   

Commercial Real Estate

Commercial mortgages

  .02      .02   

Construction and development

  .24      .14   

Total commercial real estate

  .07      .05   

Residential Mortgages (a)

  .33      .40   

Credit Card

  1.19      1.13   

Other Retail

Retail leasing

       .02   

Other

  .17      .17   

Total other retail (b)

  .15      .15   

Total loans, excluding covered loans

  .22      .23   

Covered Loans

  7.01      7.48   

Total loans

  .36   .38
90 days or more past due including nonperforming loans March 31,
2015
  December 31,
2014
 

Commercial

  .16   .19

Commercial real estate

  .58      .65   

Residential mortgages (a)

  1.95      2.07   

Credit card

  1.32      1.30   

Other retail (b)

  .55      .53   

Total loans, excluding covered loans

  .77      .83   

Covered loans

  7.25      7.74   

Total loans

  .91   .97

 

(a) Delinquent loan ratios exclude $3.0 billion at March 31, 2015, and $3.1 billion at December 31, 2014, of loans purchased from GNMA mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Including these loans, the ratio of residential mortgages 90 days or more past due including all nonperforming loans was 7.82 percent at March 31, 2015, and 8.02 percent at December 31, 2014.
(b) Delinquent loan ratios exclude student loans that are guaranteed by the federal government. Including these loans, the ratio of total other retail loans 90 days or more past due including all nonperforming loans was .85 percent at March 31, 2015, and .84 percent at December 31, 2014.

 

Loan Delinquencies Trends in delinquency ratios are an indicator, among other considerations, of credit risk within the Company’s loan portfolios. The Company measures delinquencies, both including and excluding nonperforming loans, to enable comparability with other companies. Accruing loans 90 days or more past due totaled $880 million ($521 million excluding covered loans) at March 31, 2015, compared with $945 million ($550 million excluding covered loans) at December 31, 2014. These balances exclude loans purchased from Government National Mortgage Association (“GNMA”) mortgage pools whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Accruing loans 90 days or more past due are not included in nonperforming assets and continue to accrue interest because they are adequately secured by collateral, are in the process of collection and are reasonably expected to result in repayment or restoration to current status, or are managed in homogeneous portfolios with specified charge-off timeframes adhering to regulatory guidelines. The ratio of accruing loans 90 days or more past due to total loans was 0.36 percent (0.22 percent excluding covered loans) at March 31, 2015, compared with 0.38 percent (0.23 percent excluding covered loans) at December 31, 2014.

 

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The following table provides summary delinquency information for residential mortgages, credit card and other retail loans included in the consumer lending segment:

 

  Amount      As a Percent of Ending
Loan Balances
 
(Dollars in Millions) March 31,
2015
  December 31,
2014
     March 31,
2015
  December 31,
2014
 

Residential Mortgages (a)

 

30-89 days

$ 188    $ 221        .38   .43

90 days or more

  170      204        .33      .40   

Nonperforming

  825      864        1.61      1.67   

Total

$ 1,183    $ 1,289        2.32   2.50

Credit Card

 

30-89 days

$ 203    $ 229        1.16   1.24

90 days or more

  209      210        1.19      1.13   

Nonperforming

  22      30        .13      .16   

Total

$ 434    $ 469        2.48   2.53

Other Retail

 

Retail Leasing

 

30-89 days

$ 7    $ 11        .12   .18

90 days or more

       1             .02   

Nonperforming

  1      1        .02      .02   

Total

$ 8    $ 13        .14   .22

Home Equity and Second Mortgages

 

30-89 days

$ 64    $ 85        .41   .54

90 days or more

  40      42        .25      .26   

Nonperforming

  170      170        1.07      1.07   

Total

$ 274    $ 297        1.73   1.87

Other (b)

 

30-89 days

$ 107    $ 142        .44   .51

90 days or more

  28      32        .11      .12   

Nonperforming

  16      16        .06      .06   

Total

$ 151    $ 190        .61   .69

 

(a) Excludes $362 million of loans 30-89 days past due and $3.0 billion of loans 90 days or more past due at March 31, 2015, purchased from GNMA mortgage pools that continue to accrue interest, compared with $431 million and $3.1 billion at December 31, 2014, respectively.
(b) Includes revolving credit, installment, automobile and student loans.

 

The following tables provide further information on residential mortgages and home equity and second mortgages as a percent of ending loan balances by borrower type:

 

Residential mortgages (a) March 31,
2015
  December 31,
2014
 

Prime Borrowers

30-89 days

  .30   .33

90 days or more

  .29      .35   

Nonperforming

  1.38      1.42   

Total

  1.97   2.10

Sub-Prime Borrowers

30-89 days

  3.78   5.12

90 days or more

  2.77      3.41   

Nonperforming

  16.29      16.73   

Total

  22.84   25.26

Other Borrowers

30-89 days

  1.42   1.37

90 days or more

  .90      1.13   

Nonperforming

  3.36      3.50   

Total

  5.68   6.00

 

(a) Excludes delinquent and nonperforming information on loans purchased from GNMA mortgage pools as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

 

Home equity and second mortgages March 31,
2015
  December 31,
2014
 

Prime Borrowers

30-89 days

  .36   .47

90 days or more

  .23      .24   

Nonperforming

  .96      .95   

Total

  1.55   1.66

Sub-Prime Borrowers

30-89 days

  2.20   3.36

90 days or more

  .88      1.26   

Nonperforming

  5.73      5.88   

Total

  8.81   10.50

Other Borrowers

30-89 days

  .81   1.18

90 days or more

  .61      .40   

Nonperforming

  2.42      2.36   

Total

  3.84   3.94

The following table provides summary delinquency information for covered loans:

 

  Amount     

As a Percent of Ending

Loan Balances

 
(Dollars in Millions) March 31,
2015
  December 31,
2014
     March 31,
2015
  December 31,
2014
 

30-89 days

$ 68    $ 68        1.34   1.28

90 days or more

  359      395        7.01      7.48   

Nonperforming

  12      14        .23      .27   

Total

$ 439    $ 477        8.58   9.03

 

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Restructured Loans In certain circumstances, the Company may modify the terms of a loan to maximize the collection of amounts due when a borrower is experiencing financial difficulties or is expected to experience difficulties in the near-term. In most cases the modification is either a concessionary reduction in interest rate, extension of the maturity date or reduction in the principal balance that would otherwise not be considered.

Troubled Debt Restructurings Concessionary modifications are classified as TDRs unless the modification results in only an insignificant delay in the payments to be received. TDRs accrue interest if the borrower complies with the revised terms and conditions and has demonstrated repayment performance at a level commensurate with the modified terms over several payment cycles, which is generally six months or greater. At March 31, 2015, performing TDRs were $4.9 billion, compared with $5.1 billion at December 31, 2014. Loans classified as TDRs are considered impaired loans for reporting and measurement purposes.

The Company continues to work with customers to modify loans for borrowers who are experiencing financial difficulties, including those acquired through FDIC-assisted acquisitions. Many of the Company’s TDRs are determined on a case-by-case basis in connection with ongoing loan collection processes. The modifications vary within each of the Company’s loan classes. Commercial lending segment TDRs generally include extensions of the maturity date and may be accompanied by an increase or decrease to the interest rate. The Company may also work with the borrower to make other changes to the loan to mitigate losses, such as obtaining additional collateral and/or guarantees to support the loan.

The Company has also implemented certain residential mortgage loan restructuring programs that may result in TDRs. The Company participates in the U.S. Department of the Treasury Home Affordable Modification Program (“HAMP”). HAMP gives qualifying homeowners an opportunity to permanently modify their loan and achieve more affordable monthly payments, with the U.S. Department of the Treasury compensating the Company for a portion of the reduction in monthly amounts due from borrowers participating in this program. The Company also modifies residential mortgage loans under Federal Housing Administration, Department of Veterans Affairs, and its own internal programs. Under these programs, the Company provides concessions to qualifying borrowers experiencing financial difficulties. The concessions may include adjustments to interest rates, conversion of adjustable rates to fixed rates, extensions of maturity dates or deferrals of payments, capitalization of accrued interest and/or outstanding advances, or in limited situations, partial forgiveness of loan principal. In most instances, participation in residential mortgage loan restructuring programs requires the customer to complete a short-term trial period. A permanent loan modification is contingent on the customer successfully completing the trial period arrangement and the loan documents are not modified until that time. The Company reports loans in a trial period arrangement as TDRs and continues to report them as TDRs after the trial period.

Credit card and other retail loan TDRs are generally part of distinct restructuring programs providing customers modification solutions over a specified time period, generally up to 60 months.

In accordance with regulatory guidance, the Company considers secured consumer loans that have had debt discharged through bankruptcy where the borrower has not reaffirmed the debt to be TDRs. If the loan amount exceeds the collateral value, the loan is charged down to collateral value and the remaining amount is reported as nonperforming.

Modifications to loans in the covered segment are similar in nature to that described above for non-covered loans, and the evaluation and determination of TDR status is similar, except that acquired loans restructured after acquisition are not considered TDRs for purposes of the Company’s accounting and disclosure if the loans evidenced credit deterioration as of the acquisition date and are accounted for in pools. Losses associated with modifications on covered loans, including the economic impact of interest rate reductions, are generally eligible for reimbursement under the loss sharing agreements.

 

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The following table provides a summary of TDRs by loan class, including the delinquency status for TDRs that continue to accrue interest and TDRs included in nonperforming assets:

 

      As a Percent of Performing TDRs          

At March 31, 2015

(Dollars in Millions)

Performing
TDRs
  30-89 Days
Past Due
  90 Days or More
Past Due
  Nonperforming
TDRs
  Total
TDRs
 

Commercial

$ 206      9.1   1.6 $ 38 (a)  $ 244   

Commercial real estate

  259      2.8      5.2      94 (b)    353   

Residential mortgages

  1,851      3.6      3.3      529      2,380 (d) 

Credit card

  204      9.2      6.1      22 (c)    226   

Other retail

  164      4.2      4.0      65 (c)    229 (e) 

TDRs, excluding GNMA and covered loans

  2,684      4.4      3.6      748      3,432   

Loans purchased from GNMA mortgage pools

  2,157      6.7      58.7           2,157 (f) 

Covered loans

  29      1.9      5.9      4      33   

Total

$ 4,870      5.4   28.0 $ 752    $ 5,622   

 

(a) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months) and small business credit cards with a modified rate equal to 0 percent.
(b) Primarily represents loans less than six months from the modification date that have not met the performance period required to return to accrual status (generally six months).
(c) Primarily represents loans with a modified rate equal to 0 percent.
(d) Includes $319 million of residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $77 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(e) Includes $127 million of other retail loans to borrowers that have had debt discharged through bankruptcy and $8 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(f) Includes $494 million of Federal Housing Administration and Department of Veterans Affairs residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $561 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.

 

Short-term Modifications The Company makes short-term modifications that it does not consider to be TDRs, in limited circumstances, to assist borrowers experiencing temporary hardships. Consumer lending programs include payment reductions, deferrals of up to three past due payments, and the ability to return to current status if the borrower makes required payments. The Company may also make short-term modifications to commercial lending loans, with the most common modification being an extension of the maturity date of three months or less. Such extensions generally are used when the maturity date is imminent and the borrower is experiencing some level of financial stress, but the Company believes the borrower will pay all contractual amounts owed. Short-term modified loans were not material at March 31, 2015.

 

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 Table 6  Nonperforming Assets (a)

 

(Dollars in Millions) March 31,
2015
  December 31,
2014
 

Commercial

Commercial

$ 74    $ 99   

Lease financing

  13      13   

Total commercial

  87      112   

Commercial Real Estate

Commercial mortgages

  142      175   

Construction and development

  75      84   

Total commercial real estate

  217      259   

Residential Mortgages (b)

  825      864   

Credit Card

  22      30   

Other Retail

Retail leasing

  1      1   

Other

  186      186   

Total other retail

  187      187   

Total nonperforming loans, excluding covered loans

  1,338      1,452   

Covered Loans

  12      14   

Total nonperforming loans

  1,350      1,466   

Other Real Estate (c)(d)

  293      288   

Covered Other Real Estate (d)

  37      37   

Other Assets

  16      17   

Total nonperforming assets

$ 1,696    $ 1,808   

Total nonperforming assets, excluding covered assets

$ 1,647    $ 1,757   

Excluding covered assets

Accruing loans 90 days or more past due (b)

$ 521    $ 550   

Nonperforming loans to total loans

  .56   .60

Nonperforming assets to total loans plus other real estate (c)

  .68   .72

Including covered assets

Accruing loans 90 days or more past due (b)

$ 880    $ 945   

Nonperforming loans to total loans

  .55   .59

Nonperforming assets to total loans plus other real estate (c)

  .69   .73

Changes in Nonperforming Assets

 

(Dollars in Millions) Commercial and
Commercial
Real Estate
  Credit Card,
Other Retail
and Residential
Mortgages
  Covered
Assets
  Total  

Balance December 31, 2014

$ 431    $ 1,326    $ 51    $ 1,808   

Additions to nonperforming assets

New nonaccrual loans and foreclosed properties

  69      126      9      204   

Advances on loans

  15                15   

Total additions

  84      126      9      219   

Reductions in nonperforming assets

Paydowns, payoffs

  (95   (67   (3   (165

Net sales

  (13   (24   (8   (45

Return to performing status

       (42        (42

Charge-offs (e)

  (50   (29        (79

Total reductions

  (158   (162   (11   (331

Net additions to (reductions in) nonperforming assets

  (74   (36   (2   (112

Balance March 31, 2015

$ 357    $ 1,290    $ 49    $ 1,696   

 

(a) Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.
(b) Excludes $3.0 billion and $3.1 billion at March 31, 2015, and December 31, 2014, respectively, of loans purchased from GNMA mortgage pools that are 90 days or more past due that continue to accrue interest, as their repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
(c) Foreclosed GNMA loans of $675 million and $641 million at March 31, 2015, and December 31, 2014, respectively, continue to accrue interest and are recorded as other assets and excluded from nonperforming assets because they are insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.
(d) Includes equity investments in entities whose principal assets are other real estate owned.
(e) Charge-offs exclude actions for certain card products and loan sales that were not classified as nonperforming at the time the charge-off occurred.

 

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Nonperforming Assets The level of nonperforming assets represents another indicator of the potential for future credit losses. Nonperforming assets include nonaccrual loans, restructured loans not performing in accordance with modified terms and not accruing interest, restructured loans that have not met the performance period required to return to accrual status, other real estate owned and other nonperforming assets owned by the Company. Nonperforming assets are generally either originated by the Company or acquired under FDIC loss sharing agreements that substantially reduce the risk of credit losses to the Company. Interest payments collected from assets on nonaccrual status are generally applied against the principal balance and not recorded as income. However, interest income may be recognized for interest payments if the remaining carrying amount of the loan is believed to be collectible.

At March 31, 2015, total nonperforming assets were $1.7 billion, compared with $1.8 billion at December 31, 2014. The $112 million (6.2 percent) decrease in nonperforming assets was primarily driven by reductions in commercial loans, commercial real estate loans and residential mortgages. Nonperforming covered assets at March 31, 2015, were $49 million, compared with $51 million at December 31, 2014. The ratio of total nonperforming assets to total loans and other real estate was 0.69 percent at March 31, 2015, compared with 0.73 percent at December 31, 2014.

Other real estate owned, excluding covered assets, was $293 million at March 31, 2015, compared with $288 million at December 31, 2014, and was related to foreclosed properties that previously secured loan balances. These balances exclude foreclosed GNMA loans whose repayments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

The following table provides an analysis of other real estate owned, excluding covered assets, as a percent of their related loan balances, including geographical location detail for residential (residential mortgage, home equity and second mortgage) and commercial (commercial and commercial real estate) loan balances:

 

  Amount      As a Percent of Ending
Loan Balances
 
(Dollars in Millions) March 31,
2015
  December 31,
2014
     March 31,
2015
  December 31,
2014
 

Residential

 

Minnesota

$ 19    $ 16        .31   .26

Florida

  18      17        1.15      1.06   

Illinois

  17      16        .40      .37   

Ohio

  13      13        .42      .42   

Wisconsin

  12      10        .54      .44   

All other states

  166      161        .33      .32   

Total residential

  245      233        .37      .35   

Commercial

 

Illinois

  12      12        .20      .19   

Florida

  6      7        .19      .24   

California

  5      11        .02      .05   

Indiana

  3      3        .20      .20   

Texas

  2             .03        

All other states

  20      22        .02      .03   

Total commercial

  48      55        .04      .04   

Total

$ 293    $ 288        .12   .12

Analysis of Loan Net Charge-Offs Total loan net charge-offs were $279 million for the first quarter of 2015, compared with $341 million for the first quarter of 2014. The ratio of total loan net charge-offs to average loans outstanding on an annualized basis for the first quarter of 2015 was 0.46 percent, compared with 0.59 percent for the first quarter of 2014. The decrease in net charge-offs

 

 Table 7  Net Charge-offs as a Percent of Average Loans Outstanding

 

  Three Months Ended
March 31,
 
   2015   2014  

Commercial

Commercial

  .21   .21

Lease financing

  .23      .16   

Total commercial

  .21      .21   

Commercial Real Estate

Commercial mortgages

  (.01   (.01

Construction and development

  (.72   (.10

Total commercial real estate

  (.17   (.03

Residential Mortgages

  .28      .45   

Credit Card

  3.71      3.96   

Other Retail

Retail leasing

  .07        

Home equity and second mortgages

  .36      .82   

Other

  .60      .69   

Total other retail

  .46      .65   

Total loans, excluding covered loans

  .47      .60   

Covered Loans

       .24   

Total loans

  .46   .59

 

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for the first quarter of 2015, compared with the first quarter of 2014, reflected improvements in residential mortgages, home equity and second mortgages, as well as construction and development, credit card, and other retail loans.

Commercial and commercial real estate loan net charge-offs for the first quarter of 2015 were $25 million (0.08 percent of average loans outstanding on an annualized basis), compared with $33 million (0.12 percent of average loans outstanding on an annualized basis) for the first quarter of 2014.

Residential mortgage loan net charge-offs for the first quarter of 2015 were $35 million (0.28 percent of average loans outstanding on an annualized basis), compared with $57 million (0.45 percent of average loans outstanding on an annualized basis) for the first quarter of 2014. Credit card loan net charge-offs for the first quarter of 2015 were $163 million (3.71 percent of average loans outstanding on an annualized basis), compared with $170 million (3.96 percent of average loans outstanding on an annualized basis) for the first quarter of 2014. Other retail loan net charge-offs for the first quarter of 2015 were $56 million (0.46 percent of average loans outstanding on an annualized basis), compared with $76 million (0.65 percent of average loans outstanding on an annualized basis) for the first quarter of 2014. The decrease in total residential mortgage, credit card and other retail loan net charge-offs reflected the improvement in economic conditions.

The following table provides an analysis of net charge-offs as a percent of average loans outstanding for residential mortgages and home equity and second mortgages by borrower type:

 

  Three Months Ended March 31,  
  Average Loans      Percent of
Average Loans
 
(Dollars in Millions) 2015   2014      2015   2014  

Residential Mortgages

 

Prime borrowers

$ 44,233    $ 43,503        .19   .36

Sub-prime borrowers

  1,205      1,360        3.37      5.07   

Other borrowers

  787      901        1.03      .45   

Loans purchased from GNMA mortgage pools (a)

  5,201      5,820        .16        

Total

$ 51,426    $ 51,584        .28   .45

Home Equity and Second Mortgages

 

Prime borrowers

$ 15,163    $ 14,605        .29   .75

Sub-prime borrowers

  231      273        3.51      4.46   

Other borrowers

  503      488        .81      .83   

Total

$ 15,897    $ 15,366        .36   .82

 

(a) Represents loans purchased from GNMA mortgage pools whose payments are primarily insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs.

Analysis and Determination of the Allowance for Credit Losses The allowance for credit losses reserves for probable and estimable losses incurred in the Company’s loan and lease portfolio, including unfunded credit commitments, and includes certain amounts that do not represent loss exposure to the Company because those losses are recoverable under loss sharing agreements with the FDIC. The allowance for credit losses is increased through provisions charged to operating earnings and reduced by net charge-offs. Management evaluates the allowance each quarter to ensure it appropriately reserves for incurred losses.

The allowance recorded for loans in the commercial lending segment is based on reviews of individual credit relationships and considers the migration analysis of commercial lending segment loans and actual loss experience. In the migration analysis applied to risk rated loan portfolios, the Company currently examines up to a 14-year period of historical loss experience. For each loan type, this historical loss experience is adjusted as necessary to consider any relevant changes in portfolio composition, lending policies, underwriting standards, risk management practices or economic conditions. The results of the analysis are evaluated quarterly to confirm an appropriate historical timeframe is selected for each commercial loan type. The allowance recorded for impaired loans greater than $5 million in the commercial lending segment is based on an individual loan analysis utilizing expected cash flows discounted using the original effective interest rate, the observable market price of the loan, or the fair value of the collateral for collateral-dependent loans, rather than the migration analysis. The allowance recorded for all other commercial lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, and historical losses, adjusted for current trends.

The allowance recorded for TDR loans and purchased impaired loans in the consumer lending segment is determined on a homogenous pool basis utilizing expected cash flows discounted using the original effective interest rate of the pool, or the prior quarter effective rate, respectively. The allowance for collateral-dependent loans in the consumer lending segment is determined based on the fair value of the collateral less costs to sell. The allowance recorded for all other consumer lending segment loans is determined on a homogenous pool basis and includes consideration of product mix, risk characteristics of the portfolio, bankruptcy experience, delinquency status, refreshed LTV ratios when possible, portfolio growth and historical losses, adjusted for current trends. Credit card and other retail loans 90 days or more past due are generally not placed on nonaccrual status because of the relatively short period of time to charge-off and, therefore, are excluded from nonperforming loans and

 

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measures that include nonperforming loans as part of the calculation.

When evaluating the appropriateness of the allowance for credit losses for any loans and lines in a junior lien position, the Company considers the delinquency and modification status of the first lien. At March 31, 2015, the Company serviced the first lien on 38 percent of the home equity loans and lines in a junior lien position. The Company also considers information received from its primary regulator on the status of the first liens that are serviced by other large servicers in the industry and the status of first lien mortgage accounts reported on customer credit bureau files. Regardless of whether or not the Company services the first lien, an assessment is made of economic conditions, problem loans, recent loss experience and other factors in determining the allowance for credit losses. Based on the available information, the Company estimated $347 million or 2.2 percent of the total home equity portfolio at March 31, 2015, represented junior liens where the first lien was delinquent or modified.

The Company uses historical loss experience on the loans and lines in a junior lien position where the first lien is serviced by the Company, or can be identified in credit bureau data, to establish loss estimates for junior lien loans and lines the Company services that are current, but the first lien is delinquent or modified. Historically, the number of junior lien defaults in any period has been a small percentage of the total portfolio (for example, only 0.9 percent for the twelve months ended March 31, 2015), and the long-term average loss rate on the small percentage of loans that default has been approximately 80 percent. In addition, the Company obtains updated credit scores on its home equity portfolio each quarter, and in some cases more frequently, and uses this information to qualitatively supplement its loss estimation methods. Credit score distributions for the portfolio are monitored monthly and any changes in the distribution are one of the factors considered in assessing the Company’s loss estimates. In its evaluation of the allowance for credit losses, the Company also considers the increased risk of loss associated with home equity lines that are contractually scheduled to convert from a revolving status to a fully amortizing payment and with residential lines and loans that have a balloon payoff provision.

The allowance for the covered loan segment is evaluated each quarter in a manner similar to that described for non-covered loans, and represents any decreases in expected cash flows on those loans after the acquisition date. The provision for credit losses for covered loans considers the indemnification provided by the FDIC.

In addition, the evaluation of the appropriate allowance for credit losses for purchased non-impaired loans acquired after January 1, 2009, in the various loan segments considers credit discounts recorded as a part of the initial determination of the fair value of the loans. For these loans, no allowance for credit losses is recorded at the purchase date. Credit discounts representing the principal losses expected over the life of the loans are a component of the initial fair value. Subsequent to the purchase date, the methods utilized to estimate the required allowance for credit losses for these loans is similar to originated loans; however, the Company records a provision for credit losses only when the required allowance, net of any expected reimbursement under any loss sharing agreements with the FDIC, exceeds any remaining credit discounts.

The evaluation of the appropriate allowance for credit losses for purchased impaired loans in the various loan segments considers the expected cash flows to be collected from the borrower. These loans are initially recorded at fair value and therefore no allowance for credit losses is recorded at the purchase date.

Subsequent to the purchase date, the expected cash flows of purchased loans are subject to evaluation. Decreases in expected cash flows are recognized by recording an allowance for credit losses with the related provision for credit losses reduced for the amount reimbursable by the FDIC, where applicable. If the expected cash flows on the purchased loans increase such that a previously recorded impairment allowance can be reversed, the Company records a reduction in the allowance with a related reduction in losses reimbursable by the FDIC, where applicable. Increases in expected cash flows of purchased loans, when there are no reversals of previous impairment allowances, are recognized over the remaining life of the loans and resulting decreases in expected cash flows of the FDIC indemnification assets are amortized over the shorter of the remaining contractual term of the indemnification agreements or the remaining life of the loans.

The Company’s methodology for determining the appropriate allowance for credit losses for all the loan segments also considers the imprecision inherent in the methodologies used. As a result, in addition to the amounts determined under the methodologies described above, management also considers the potential impact of other qualitative factors which include, but are not limited to, economic factors; geographic and other concentration risks; delinquency and nonaccrual trends; current business conditions; changes in lending policy, underwriting standards, internal review and other relevant business practices; and the regulatory environment. The consideration of these items results in

 

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adjustments to allowance amounts included in the Company’s allowance for credit losses for each of the above loan segments.

Refer to “Management’s Discussion and Analysis — Analysis of the Allowance for Credit Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on the analysis and determination of the allowance for credit losses.

At March 31, 2015 and December 31, 2014, the allowance for credit losses was $4.4 billion (1.77 percent of period-end loans). The ratio of the allowance for credit losses to nonperforming loans was 322 percent at March 31, 2015, compared with 298 percent at December 31, 2014. The ratio of the allowance for credit losses to annualized loan net charge-offs was 385 percent at March 31, 2015, compared with 328 percent of full year 2014 net charge-offs at December 31, 2014, reflecting the impact of improving economic conditions over the past year.

 

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 Table 8  Summary of Allowance for Credit Losses

 

  Three Months Ended
March 31,
 
(Dollars in Millions)     2015       2014  

Balance at beginning of period

$ 4,375    $ 4,537   

Charge-Offs

Commercial

Commercial

  68      57   

Lease financing

  6      6   

Total commercial

  74      63   

Commercial real estate

Commercial mortgages

  4      7   

Construction and development

  1      1   

Total commercial real estate

  5      8   

Residential mortgages

  41      61   

Credit card

  182      184   

Other retail

Retail leasing

  2      1   

Home equity and second mortgages

  21      36   

Other

  58      63   

Total other retail

  81      100   

Covered loans (a)

       6   

Total charge-offs

  383      422   

Recoveries

Commercial

Commercial

  28      23   

Lease financing

  3      4   

Total commercial

  31      27   

Commercial real estate

Commercial mortgages

  5      8   

Construction and development

  18      3   

Total commercial real estate

  23      11   

Residential mortgages

  6      4   

Credit card

  19      14   

Other retail

Retail leasing

  1      1   

Home equity and second mortgages

  7      5   

Other

  17      18   

Total other retail

  25      24   

Covered loans (a)

       1   

Total recoveries

  104      81   

Net Charge-Offs

Commercial

Commercial

  40      34   

Lease financing

  3      2   

Total commercial

  43      36   

Commercial real estate

Commercial mortgages

  (1   (1

Construction and development

  (17   (2

Total commercial real estate

  (18   (3

Residential mortgages

  35      57   

Credit card

  163      170   

Other retail

Retail leasing

  1        

Home equity and second mortgages

  14      31   

Other

  41      45   

Total other retail

  56      76   

Covered loans (a)

       5   

Total net charge-offs

  279      341   

Provision for credit losses

  264      306   

Other changes (b)

  (9   (5

Balance at end of period (c)

$ 4,351    $ 4,497   

Components

Allowance for loan losses

$ 4,023    $ 4,189   

Liability for unfunded credit commitments

  328      308   

Total allowance for credit losses

$ 4,351    $ 4,497   

Allowance for Credit Losses as a Percentage of

Period-end loans, excluding covered loans

  1.79   1.90

Nonperforming loans, excluding covered loans

  321      293   

Nonperforming and accruing loans 90 days or more past due, excluding covered loans

  231      200   

Nonperforming assets, excluding covered assets

  261      243   

Annualized net charge-offs, excluding covered loans

  379      320   

Period-end loans

  1.77   1.89

Nonperforming loans

  322      278   

Nonperforming and accruing loans 90 days or more past due

  195      161   

Nonperforming assets

  257      225   

Annualized net charge-offs

  385      325   

 

(a) Relates to covered loan charge-offs and recoveries not reimbursable by the FDIC.
(b) Includes net changes in credit losses to be reimbursed by the FDIC and reductions in the allowance for covered loans where the reversal of a previously recorded allowance was offset by an associated decrease in the indemnification asset, and the impact of any loan sales.
(c) At March 31, 2015 and 2014, $1.6 billion and $1.7 billion, respectively, of the total allowance for credit losses related to incurred losses on credit card and other retail loans.

 

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Residual Value Risk Management The Company manages its risk to changes in the residual value of leased assets through disciplined residual valuation setting at the inception of a lease, diversification of its leased assets, regular residual asset valuation reviews and monitoring of residual value gains or losses upon the disposition of assets. As of March 31, 2015, no significant change in the amount of residual values or concentration of the portfolios had occurred since December 31, 2014. Refer to “Management’s Discussion and Analysis — Residual Value Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December  31, 2014, for further discussion on residual value risk management.

Operational Risk Management Operational risk is inherent in all business activities, and the management of this risk is important to the achievement of the Company’s objectives. Business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities. The Company maintains a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, proper oversight of third parties with whom they do business, safeguarding of assets from misuse or theft, and ensuring the reliability and security of financial and other data. Refer to “Management’s Discussion and Analysis — Operational Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on operational risk management.

Compliance Risk Management The Company may suffer legal or regulatory sanctions, material financial loss, or damage to reputation through failure to comply with laws, regulations, rules, standards of good practice, and codes of conduct. The Company has controls and processes in place for the assessment, identification, monitoring, management and reporting of compliance risks and issues. Refer to “Management’s Discussion and Analysis — Compliance Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on compliance risk management.

Interest Rate Risk Management In the banking industry, changes in interest rates are a significant risk that can impact earnings, market valuations and the safety and soundness of an entity. To manage the impact on net interest income and the market value of assets and liabilities, the Company manages its exposure to changes in interest rates through asset and liability management activities within guidelines established by its Asset Liability Committee (“ALCO”) and approved by the Board of Directors. The ALCO has the responsibility for approving and ensuring compliance with the ALCO management policies, including interest rate risk exposure. The Company uses net interest income simulation analysis and market value of equity modeling for measuring and analyzing consolidated interest rate risk.

Net Interest Income Simulation Analysis Management estimates the impact on net interest income of changes in market interest rates under a number of scenarios, including gradual shifts, immediate and sustained parallel shifts, and flattening or steepening of the yield curve. Table 9 summarizes the projected impact to net interest income over the next 12 months of various potential interest rate changes. The ALCO policy limits the estimated change in net interest income in a gradual 200 basis point (“bps”) rate change scenario to a 4.0 percent decline of forecasted net interest income over the next 12 months. At March 31, 2015, and December 31, 2014, the Company was within policy. Refer to “Management’s Discussion and Analysis — Net Interest Income Simulation Analysis” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on net interest income simulation analysis.

Market Value of Equity Modeling The Company also manages interest rate sensitivity by utilizing market value of equity modeling, which measures the degree to which the market values of the Company’s assets and liabilities and off-balance sheet instruments will change given a change in interest rates. Management measures the impact of changes in market interest rates under a number of scenarios, including immediate and sustained parallel shifts, and flattening or steepening of the yield curve. The ALCO policy limits the change in market value of equity in a 200 bps parallel rate shock to a 15.0 percent decline. A 200 bps increase would have resulted in a 5.6 percent decrease in the market value of equity at March 31, 2015, compared with a 6.7 percent

 

 Table 9  Sensitivity of Net Interest Income

 

  March 31, 2015      December 31, 2014  
   Down 50 bps
Immediate
  Up 50 bps
Immediate
  Down 200 bps
Gradual
  Up 200 bps
Gradual
     Down 50 bps
Immediate
  Up 50 bps
Immediate
  Down 200 bps
Gradual
  Up 200 bps
Gradual
 

Net interest income

  *      1.66   *      2.19     *      1.38   *      1.68

 

* Given the current level of interest rates, a downward rate scenario can not be computed.

 

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decrease at December 31, 2014. A 200 bps decrease, where possible given current rates, would have resulted in a 8.3 percent decrease in the market value of equity at March 31, 2015, compared with a 7.1 percent decrease at December 31, 2014. Refer to “Management’s Discussion and Analysis — Market Value of Equity Modeling” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on market value of equity modeling.

Use of Derivatives to Manage Interest Rate and Other Risks To manage the sensitivity of earnings and capital to interest rate, prepayment, credit, price and foreign currency fluctuations (asset and liability management positions), the Company enters into derivative transactions. The Company uses derivatives for asset and liability management purposes primarily in the following ways:

  To convert fixed-rate debt from fixed-rate payments to floating-rate payments;
  To convert the cash flows associated with floating-rate loans and debt from floating-rate payments to fixed-rate payments;
  To mitigate changes in value of the Company’s mortgage origination pipeline, funded mortgage loans held for sale and MSRs;
  To mitigate remeasurement volatility of foreign currency denominated balances; and
  To mitigate the volatility of the Company’s investment in foreign operations driven by fluctuations in foreign currency exchange rates.

The Company may enter into derivative contracts that are either exchange-traded, centrally cleared through clearinghouses or over-the-counter. In addition, the Company enters into interest rate and foreign exchange derivative contracts to support the business requirements of its customers (customer-related positions). The Company minimizes the market and liquidity risks of customer-related positions by either entering into similar offsetting positions with broker-dealers, or on a portfolio basis by entering into other derivative or non-derivative financial instruments that partially or fully offset the exposure from these customer-related positions. The Company does not utilize derivatives for speculative purposes.

The Company does not designate all of the derivatives that it enters into for risk management purposes as accounting hedges because of the inefficiency of applying the accounting requirements and may instead elect fair value accounting for the related hedged items. In particular, the Company enters into interest rate swaps, forward commitments to buy to-be-announced securities (“TBAs”), U.S. Treasury futures and options on U.S. Treasury futures to mitigate fluctuations in the value of its MSRs, but does not designate those derivatives as accounting hedges.

Additionally, the Company uses forward commitments to sell TBAs and other commitments to sell residential mortgage loans at specified prices to economically hedge the interest rate risk in its residential mortgage loan production activities. At March 31, 2015, the Company had $8.9 billion of forward commitments to sell, hedging $4.0 billion of mortgage loans held for sale and $6.9 billion of unfunded mortgage loan commitments. The forward commitments to sell and the unfunded mortgage loan commitments on loans intended to be sold are considered derivatives under the accounting guidance related to accounting for derivative instruments and hedging activities. The Company has elected the fair value option for the mortgage loans held for sale.

Derivatives are subject to credit risk associated with counterparties to the contracts. Credit risk associated with derivatives is measured by the Company based on the probability of counterparty default. The Company manages the credit risk of its derivative positions by diversifying its positions among various counterparties, by entering into master netting arrangements, and, where possible by requiring collateral arrangements. The Company may also transfer counterparty credit risk related to interest rate swaps to third parties through the use of risk participation agreements. In addition, certain interest rate swaps and forwards and credit contracts are required to be centrally cleared through clearinghouses to further mitigate counterparty credit risk.

For additional information on derivatives and hedging activities, refer to Notes 12 and 13 in the Notes to Consolidated Financial Statements.

Market Risk Management In addition to interest rate risk, the Company is exposed to other forms of market risk, principally related to trading activities which support customers’ strategies to manage their own foreign currency, interest rate risk and funding activities. For purposes of its internal capital adequacy assessment process, the Company considers risk arising from its trading activities employing methodologies consistent with the requirements of regulatory rules for market risk. The Company’s Market Risk Committee (“MRC”), within the framework of the ALCO, oversees market risk management. The MRC monitors and reviews the Company’s trading positions and establishes policies for market risk management, including exposure limits for each portfolio. The Company uses a Value at Risk (“VaR”) approach to measure general market risk. Theoretically, VaR represents the statistical risk of loss

 

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the Company has to adverse market movements over a one-day time horizon. The Company uses the Historical Simulation method to calculate VaR for its trading businesses measured at the ninety-ninth percentile using a one-year look-back period for distributions derived from past market data. The market factors used in the calculations include those pertinent to market risks inherent in the underlying trading portfolios, principally those that affect its corporate bond trading business, foreign currency transaction business, client derivatives business, loan trading business and municipal securities business. On average, the Company expects the one-day VaR to be exceeded by actual losses two to three times per year for its trading businesses. The Company monitors the effectiveness of its risk programs by back-testing the performance of its VaR models, regularly updating the historical data used by the VaR models and stress testing. If the Company were to experience market losses in excess of the estimated VaR more often than expected, the VaR models and associated assumptions would be analyzed and adjusted.

The average, high, low and period-end one-day VaR amounts for the Company’s trading positions were as follows:

 

Three Months Ended March 31,

(Dollars in Millions)

2015   2014  

Average

$ 1    $ 1   

High

  2      2   

Low

  1      1   

Period-end

  1      1   

The Company did not experience any actual trading losses for its combined trading businesses that exceeded VaR during the three months ended March 31, 2015 and 2014. The Company stress tests its market risk measurements to provide management with perspectives on market events that may not be captured by its VaR models, including worst case historical market movement combinations that have not necessarily occurred on the same date.

The Company calculates Stressed VaR using the same underlying methodology and model as VaR, except that a historical continuous one-year look-back period is utilized that reflects a period of significant financial stress appropriate to the Company’s trading portfolio. The period selected by the Company includes the significant market volatility of the last four months of 2008.

The average, high, low and period-end one-day Stressed VaR amounts for the Company’s trading positions were as follows:

 

Three Months Ended March 31,

(Dollars in Millions)

2015   2014  

Average

$ 5    $ 4   

High

  8      6   

Low

  2      2   

Period-end

  6      3   

Valuations of positions in the client derivatives and foreign currency transaction businesses are based on standard cash flow or other valuation techniques using market-based assumptions. These valuations are compared to third party quotes or other market prices to determine if there are significant variances. Significant variances are approved by the Company’s market risk management department. Valuation of positions in the corporate bond trading, loan trading and municipal securities businesses are based on trader marks. These trader marks are evaluated against third party prices, with significant variances approved by the Company’s risk management department.

The Company also measures the market risk of its hedging activities related to residential mortgage loans held for sale and MSRs using the Historical Simulation method. The VaRs are measured at the ninety-ninth percentile and employ factors pertinent to the market risks inherent in the valuation of the assets and hedges. The Company monitors the effectiveness of the models through back-testing, updating the data and regular validations. A three-year look-back period is used to obtain past market data for the models.

The average, high and low one-day VaR amounts for the residential mortgage loans held for sale and related hedges and the MSRs and related hedges were as follows:

 

Three Months Ended March 31,

(Dollars in Millions)

2015   2014  

Residential Mortgage Loans Held For Sale and Related Hedges

Average

$ 1    $ 1   

High

  2      1   

Low

         

Mortgage Servicing Rights and Related Hedges

Average

$ 7    $ 3   

High

  8      7   

Low

  6      2   

Liquidity Risk Management The Company’s liquidity risk management process is designed to identify, measure, and manage the Company’s funding and liquidity risk to meet

 

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its daily funding needs and to address expected and unexpected changes in its funding requirements. The Company engages in various activities to manage its liquidity risk. These activities include diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity if needed. In addition, the Company’s profitable operations, sound credit quality and strong capital position have enabled it to develop a large and reliable base of core deposit funding within its market areas and in domestic and global capital markets.

The Company’s Board of Directors approves the Company’s liquidity policy. The Risk Management Committee of the Company’s Board of Directors oversees the Company’s liquidity risk management process and approves the contingency funding plan. The ALCO reviews the Company’s liquidity policy and guidelines, and regularly assesses the Company’s ability to meet funding requirements arising from adverse company-specific or market events.

The Company regularly projects its funding needs under various stress scenarios and maintains a contingency funding plan consistent with the Company’s access to diversified sources of contingent funding. The Company maintains a substantial level of total available liquidity in the form of on-balance sheet and off-balance sheet funding sources. These include cash at the Federal Reserve Bank, unencumbered liquid assets, and capacity to borrow at the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank’s Discount Window. At March 31, 2015, the fair value of unencumbered available-for-sale and held-to-maturity investment securities totaled $87.6 billion, compared with $86.9 billion at December 31, 2014. Refer to Table 4 and “Balance Sheet Analysis” for further information on investment securities maturities and trends. Asset liquidity is further enhanced by the Company’s ability to pledge loans to access secured borrowing facilities through the FHLB and Federal Reserve Bank. At March 31, 2015, the Company could have borrowed an additional $77.7 billion at the FHLB and Federal Reserve Bank based on collateral available for additional borrowings.

The Company’s diversified deposit base provides a sizeable source of relatively stable and low-cost funding, while reducing the Company’s reliance on the wholesale markets. Total deposits were $286.6 billion at March 31, 2015, compared with $282.7 billion at December 31, 2014. Refer to “Balance Sheet Analysis” for further information on the Company’s deposits.

Additional funding is provided by long-term debt and short-term borrowings. Long-term debt was $35.1 billion at March 31, 2015, and is an important funding source because of its multi-year borrowing structure. Short-term borrowings were $28.2 billion at March 31, 2015, and supplement the Company’s other funding sources. Refer to “Balance Sheet Analysis” for further information on the Company’s long-term debt and short-term borrowings.

In addition to assessing liquidity risk on a consolidated basis, the Company monitors the parent company’s liquidity. The Company maintains sufficient funding to meet expected parent company obligations, without access to the wholesale funding markets or dividends from subsidiaries, for 12 months when forecasted payments of common stock dividends are included, and 24 months assuming dividends were reduced to zero. The parent company currently has available funds considerably greater than the amounts required to satisfy these conditions.

At March 31, 2015, parent company long-term debt outstanding was $12.7 billion, compared with $13.2 billion at December 31, 2014. The decrease was primarily due to the maturity of $500 million of medium-term notes. As of March 31, 2015, there was $1.3 billion of parent company debt scheduled to mature in the remainder of 2015.

During 2014, U.S. banking regulators approved a final regulatory Liquidity Coverage Ratio (“LCR”), requiring banks to maintain an adequate level of unencumbered high quality liquid assets to meet estimated liquidity needs over a 30-day stressed period. The LCR requirement became effective for the Company January 1, 2015, subject to certain transition provisions over the following two years to full implementation by January 1, 2017. At March 31, 2015, the Company was compliant with the fully implemented LCR requirement based on its interpretation of the final U.S. LCR rule.

Refer to “Management’s Discussion and Analysis — Liquidity Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on liquidity risk management.

European Exposures Certain European countries have experienced severe credit deterioration. The Company does not hold sovereign debt of any European country, but may have indirect exposure to sovereign debt through its investments in, and transactions with, European banks. At March 31, 2015, the Company had investments in perpetual preferred stock issued by European banks with an amortized cost totaling $22 million and unrealized losses totaling $1 million, compared with an amortized cost totaling $66 million and unrealized losses totaling $2 million, at December 31, 2014. The Company also transacts with various European banks as counterparties

 

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to interest rate and foreign currency derivatives for its hedging and customer-related activities; however, none of these banks are domiciled in the countries currently experiencing the most significant credit deterioration. These derivatives are subject to master netting arrangements. In addition, interest rate and foreign currency derivative transactions are subject to collateral arrangements which significantly limit the Company’s exposure to loss as they generally require daily posting of collateral. At March 31, 2015, the Company was in a net receivable position with four banks in the United Kingdom, one bank in Germany and two banks in France, totaling $37 million. The Company was in a net payable position to each of the other European banks.

The Company has not bought or sold credit protection on the debt of any European country or any company domiciled in Europe, nor does it provide retail lending services in Europe. While the Company does not offer commercial lending services in Europe, it does provide financing to domestic multinational corporations that generate revenue from customers in European countries and provides a limited number of corporate credit cards to their European subsidiaries. While further deterioration in economic conditions in Europe could have a negative impact on these customers’ revenues, it is unlikely that any effect on the overall credit-worthiness of these multinational corporations would be material to the Company.

The Company provides merchant processing and corporate trust services in Europe either directly or through banking affiliations in Europe. Operating cash for these businesses is deposited on a short-term basis with certain European banks. However, exposure is mitigated by the Company placing deposits at multiple banks and managing the amounts on deposit at any bank based on institution-specific deposit limits. At March 31, 2015, the Company had an aggregate amount on deposit with European banks of approximately $305 million.

The money market funds managed by a subsidiary of the Company do not have any investments in European sovereign debt, other than approximately $360 million at March 31, 2015 guaranteed by the country of Germany. Other than investments in banks in the countries of the Netherlands, France and Germany, those funds do not have any unsecured investments in banks domiciled in the Eurozone.

Off-Balance Sheet Arrangements Off-balance sheet arrangements include any contractual arrangements to which an unconsolidated entity is a party, under which the Company has an obligation to provide credit or liquidity enhancements or market risk support. In the ordinary course of business, the Company enters into an array of commitments to extend credit, letters of credit and various forms of guarantees that may be considered off-balance sheet arrangements. Refer to Note 15 of the Notes to Consolidated Financial Statements for further information on these arrangements. The Company has not utilized private label asset securitizations as a source of funding. Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity that provides financing, liquidity, credit enhancement or market risk support. Refer to Note 5 of the Notes to Consolidated Financial Statements for further information related to the Company’s interests in variable interest entities.

Capital Management The Company is committed to managing capital to maintain strong protection for depositors and creditors and for maximum shareholder benefit. The Company also manages its capital to exceed regulatory capital requirements for well-capitalized bank holding companies. Beginning January 1, 2014, the regulatory capital requirements effective for the Company follow Basel III, subject to certain transition provisions from Basel I over the following four years to full implementation by January 1, 2018. Basel III includes two comprehensive methodologies for calculating risk-weighted assets: a general standardized approach and more risk-sensitive advanced approaches, with the Company’s capital adequacy being evaluated against the methodology that is most restrictive. Table 10 provides a summary of statutory regulatory capital ratios in effect for the Company at March 31, 2015 and December 31, 2014. All regulatory ratios exceeded regulatory “well-capitalized” requirements.

During 2014, U.S. banking regulators approved a final regulatory Supplementary Leverage Ratio (“SLR”) requirement for banks calculating capital adequacy using advanced approaches under Basel III. The SLR is defined as tier 1 capital divided by total leverage exposure, which includes both on- and off-balance sheet exposures. At March 31, 2015, the Company’s SLR exceeds the applicable minimum SLR requirement effective January 1, 2018.

Total U.S. Bancorp shareholders’ equity was $44.3 billion at March 31, 2015, compared with $43.5 billion at December 31, 2014. The increase was primarily the result of corporate earnings and changes in unrealized gains and losses on available-for-sale investment securities included in other comprehensive income, partially offset by dividends and common share repurchases.

The Company believes certain capital ratios in addition to statutory regulatory capital ratios are useful

in evaluating its capital adequacy. The Company’s

 

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 Table 10  Regulatory Capital Ratios

 

(Dollars in Millions) March 31,
2015
  December 31,
2014
 

Basel III transitional standardized approach:

Common equity tier 1 capital

$ 31,308    $ 30,856   

Tier 1 capital

  36,382      36,020   

Total risk-based capital

  43,558      43,208   

Risk-weighted assets

  327,709      317,398   

Common equity tier 1 capital as a percent of risk-weighted assets

  9.6   9.7

Tier 1 capital as a percent of risk-weighted assets

  11.1      11.3   

Total risk-based capital as a percent of risk-weighted assets

  13.3      13.6   

Tier 1 capital as a percent of adjusted quarterly average assets (leverage ratio)

  9.3      9.3   

Basel III transitional advanced approaches:

Common equity tier 1 capital

$ 31,308    $ 30,856   

Tier 1 capital

  36,382      36,020   

Total risk-based capital

  40,712      40,475   

Risk-weighted assets

  254,892      248,596   

Common equity tier 1 capital as a percent of risk-weighted assets

  12.3   12.4

Tier 1 capital as a percent of risk-weighted assets

  14.3      14.5   

Total risk-based capital as a percent of risk-weighted assets

  16.0      16.3   

 

tangible common equity, as a percent of tangible assets and as a percent of risk-weighted assets calculated under the transitional standardized approach, was 7.6 percent and 9.3 percent, respectively, at March 31, 2015, compared with 7.5 percent and 9.3 percent, respectively, at December 31, 2014. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III standardized approach as if fully implemented was 9.2 percent at March 31, 2015, compared with 9.0 percent at December 31, 2014. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III advanced approaches as if fully implemented was 11.8 percent at March 31, 2015 and December 31, 2014. Refer to “Non-GAAP Financial Measures” for further information regarding the calculation of these ratios.

On March 11, 2015, the Company announced its Board of Directors had approved an authorization to repurchase up to $3.022 billion of its common stock, from April 1, 2015 through June 30, 2016.

The following table provides a detailed analysis of all shares purchased by the Company or any affiliated purchaser during the first quarter of 2015:

 

Period

(Dollars in Millions)

Total Number
of Shares
Purchased
  Average
Price Paid
Per Share
 

Total Number
of Shares
Purchased

as Part of
Publicly
Announced
Program (a)

 

Approximate
Dollar Value
of Shares
that May

Yet Be
Purchased
Under the
Program (b)

 

January

  5,732,967  (c)  $ 42.81      5,507,967    $ 284   

February

  4,447,058  (d)    44.33      4,247,058      95   

March

  2,103,214      44.25      2,103,214        

Total

  12,283,239  (e)  $ 43.61      11,858,239    $   

 

(a) All shares were purchased under the stock repurchase program announced on March 26, 2014.
(b) The dollar value of shares subject to the stock repurchase program announced on March 11, 2015 are not reflected in this column.
(c) Includes 225,000 shares of common stock purchased, at an average price per share of $41.34, in open-market transactions by U.S. Bank National Association, the Company’s principal banking subsidiary, in its capacity as trustee of the Company’s Employee Retirement Savings Plan (the “401(k) Plan”).
(d) Includes 200,000 shares of common stock purchased, at an average price per share of $42.55, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.
(e) Includes 425,000 shares of common stock purchased, at an average price per share of $41.91, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.

 

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Refer to “Management’s Discussion and Analysis —Capital Management” in the Company’s Annual Report on Form 10-K for the year ended December 31,  2014, for further discussion on capital management.

LINE OF BUSINESS FINANCIAL REVIEW

The Company’s major lines of business are Wholesale Banking and Commercial Real Estate, Consumer and Small Business Banking, Wealth Management and Securities Services, Payment Services, and Treasury and Corporate Support. These operating segments are components of the Company about which financial information is prepared and is evaluated regularly by management in deciding how to allocate resources and assess performance.

Basis for Financial Presentation Business line results are derived from the Company’s business unit profitability reporting systems by specifically attributing managed balance sheet assets, deposits and other liabilities and their related income or expense. The allowance for credit losses and related provision expense are allocated to the lines of business based on the related loan balances managed. Refer to “Management’s Discussion and Analysis — Line of Business Financial Review” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, for further discussion on the business lines’ basis for financial presentation.

Designations, assignments and allocations change from time to time as management systems are enhanced, methods of evaluating performance or product lines change or business segments are realigned to better respond to the Company’s diverse customer base. During 2015, certain organization and methodology changes were made and, accordingly, 2014 results were restated and presented on a comparable basis.

Wholesale Banking and Commercial Real Estate Wholesale Banking and Commercial Real Estate offers lending, equipment finance and small-ticket leasing, depository services, treasury management, capital markets, international trade services and other financial services to middle market, large corporate, commercial real estate, financial institution, non-profit and public sector clients. Wholesale Banking and Commercial Real Estate contributed $219 million of the Company’s net income in the first quarter of 2015, or a decrease of $56 million (20.4 percent) compared with the first quarter of 2014. The decrease was primarily driven by a higher provision for credit losses and an increase in noninterest expense, partially offset by higher net revenue.

Net revenue increased $6 million (0.8 percent) in the first quarter of 2015, compared with the first quarter of 2014. Net interest income, on a taxable-equivalent basis, increased $29 million (6.0 percent) in the first quarter of 2015, compared with the first quarter of 2014. The increase was primarily driven by increases in average loans and deposits, partially offset by lower rates and fees on loans. Noninterest income decreased $23 million (9.4 percent) in the first quarter of 2015, compared with the first quarter of 2014, driven by lower wholesale transaction activity and loan-related fees, along with lower commercial leasing revenue, partially offset by increased bond underwriting fees.

Noninterest expense increased $18 million (5.8 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily due to increases variable compensation expense and the FDIC insurance assessment allocation, based on the level of commitments. The provision for credit losses increased $77 million in the first quarter of 2015, compared with the first quarter of 2014, due to portfolio growth and an unfavorable change in the reserve allocation reflecting the recent decline in energy prices and higher net charge-offs. Nonperforming assets were $128 million at March 31, 2015, $183 million at December 31, 2014, and $313 million at March 31, 2014. Nonperforming assets as a percentage of period-end loans were 0.15 percent at March 31, 2015, 0.22 percent at December 31, 2014, and 0.41 percent at March 31, 2014. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

Consumer and Small Business Banking Consumer and Small Business Banking delivers products and services through banking offices, telephone servicing and sales, on-line services, direct mail, ATM processing and mobile devices, such as mobile phones and tablet computers. It encompasses community banking, metropolitan banking and indirect lending (collectively, the retail banking division), as well as mortgage banking. Consumer and Small Business Banking contributed $302 million of the Company’s net income in the first quarter of 2015, or an increase of $14 million (4.9 percent) compared with the first quarter of 2014. The increase was due to a decrease in the provision for credit losses, partially offset by lower net revenue and higher noninterest expense. Within Consumer and Small Business Banking, the retail banking division contributed $199 million of the total net income in the first quarter of 2015, or an increase of $31 million (18.5 percent) over the first quarter of 2014, principally due to a lower provision for credit losses, partially offset by an increase in noninterest expense and lower net revenue. Mortgage banking contributed $103 million of Consumer and Small Business Banking’s net income in

 

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the first quarter of 2015, or a decrease of $17 million (14.2 percent) from the first quarter of 2014, reflecting an increase in noninterest expense and an increase in the provision for credit losses, partially offset by an increase in net revenue.

Net revenue decreased $36 million (2.1 percent) in the first quarter of 2015, compared with the first quarter of 2014. Net interest income, on a taxable-equivalent basis, decreased $41 million (3.8 percent) in the first quarter of 2015, compared with the first quarter of 2014. The decrease in net interest income was primarily due to lower loan fees due to the wind down of the CAA product and lower rates on loans, partially offset by higher average loan, deposit and loans held for sale balances. Noninterest income increased $5 million (0.8 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily the result of higher mortgage banking revenue and deposit service charges, partially offset by lower retail leasing revenue. The increase in mortgage banking revenue in the first quarter of 2015, compared with the first quarter of 2014, was primarily due to higher origination and sales volume, partially offset by an unfavorable change in the valuation of MSRs, net of hedging activities.

Noninterest expense increased $62 million (5.5 percent) in the first quarter of 2015, compared with the first quarter of 2014, the result of higher compensation, employee benefits and mortgage servicing-related expenses. The provision for credit losses decreased $121 million (91.0 percent) in the first quarter of 2015, compared with the first quarter of 2014. The decrease was due to lower net charge-offs and a favorable change in the reserve allocation, partially offset by higher loan balances. As a percentage of average loans outstanding on an annualized basis, net charge-offs decreased to 0.24 percent in the first quarter of 2015, compared with 0.46 percent in the first quarter of 2014. Nonperforming assets were $1.4 billion at March 31, 2015, December 31, 2014 and March 31, 2014. Nonperforming assets as a percentage of period-end loans were 1.10 percent at March 31, 2015 and December 31, 2014, and 1.09 percent at March 31, 2014. Refer to the “Corporate Risk Profile” section for further information on factors impacting the credit quality of the loan portfolios.

Wealth Management and Securities Services Wealth Management and Securities Services provides private banking, financial advisory services, investment management, retail brokerage services, insurance, trust, custody and fund servicing through five businesses: Wealth Management, Corporate Trust Services, U.S. Bancorp Asset Management, Institutional Trust & Custody and Fund Services. Wealth Management and Securities Services contributed $59 million of the Company’s net income in the first quarter of 2015, or an increase of $7 million (13.5 percent) compared with the first quarter of 2014. The increase was primarily due to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $29 million (6.9 percent) in the first quarter of 2015, compared with the first quarter of 2014. The increase was driven by higher noninterest income of $17 million (5.0 percent), reflecting the impact of account growth and improved market conditions, as well as higher net interest income, on a taxable-equivalent basis, of $12 million (15.0 percent), principally due to higher average loan and deposit balances and an increase in the margin benefit of corporate trust deposits.

Noninterest expense increased $15 million (4.4 percent) in the first quarter of 2015, compared with the first quarter of 2014. The increase was primarily due to

higher net shared services expense and higher compensation and employee benefits expenses due to merit increases and increased pension costs.

Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate, government and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $262 million of the Company’s net income in the first quarter of 2015, or an increase of $24 million (10.1 percent) compared with the first quarter of 2014. The increase was primarily due to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $53 million (4.5 percent) in the first quarter of 2015, compared with the first quarter of 2014. Net interest income, on a taxable-equivalent basis, increased $51 million (12.3 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily driven by higher average loan balances, higher loan-related fees and improved loan rates. Noninterest income increased $2 million (0.3 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily due to higher merchant processing services

revenue driven by increases in fee-based product revenue and transaction volumes, partially offset by the impact of foreign currency rate changes.

Noninterest expense increased $20 million (3.3 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily due to higher net shared services expense and higher employee benefits expense related to increased pension costs, partially offset by reductions in professional services, marketing and

 

U.S. Bancorp 29


Table of Contents
 Table 11  Line of Business Financial Performance

 

 

Wholesale Banking and

Commercial Real Estate

    

Consumer and Small

Business Banking

 

Three Months Ended March 31,

(Dollars in Millions)

2015   2014   Percent
Change
     2015   2014   Percent
Change
 

Condensed Income Statement

   

Net interest income (taxable-equivalent basis)

$ 513    $ 484      6.0   $ 1,047    $ 1,088      (3.8 )% 

Noninterest income

  221      244      (9.4     623      618      .8   

Securities gains (losses), net

                               

Total net revenue

  734      728      .8        1,670      1,706      (2.1

Noninterest expense

  330      312      5.8        1,173      1,113      5.4   

Other intangibles

  1      1             10      8      25.0   

Total noninterest expense

  331      313      5.8        1,183      1,121      5.5   

Income before provision and income taxes

  403      415      (2.9     487      585      (16.8

Provision for credit losses

  59      (18   *        12      133      (91.0

Income before income taxes

  344      433      (20.6     475      452      5.1   

Income taxes and taxable-equivalent adjustment

  125      158      (20.9     173      164      5.5   

Net income

  219      275      (20.4     302      288      4.9   

Net (income) loss attributable to noncontrolling interests

                               

Net income attributable to U.S. Bancorp

$ 219    $ 275      (20.4   $ 302    $ 288      4.9   

Average Balance Sheet

   

Commercial

$ 62,831    $ 54,485      15.3   $ 9,649    $ 8,333      15.8

Commercial real estate

  21,697      20,573      5.5        19,198      18,622      3.1   

Residential mortgages

  17      22      (22.7     49,796      50,294      (1.0

Credit card

                               

Other retail

  3      4      (25.0     47,241      45,482      3.9   

Total loans, excluding covered loans

  84,548      75,084      12.6        125,884      122,731      2.6   

Covered loans

       245      *        5,163      6,049      (14.6

Total loans

  84,548      75,329      12.2        131,047      128,780      1.8   

Goodwill

  1,648      1,604      2.7        3,681      3,515      4.7   

Other intangible assets

  21      21             2,493      2,741      (9.0

Assets

  93,045      82,243      13.1        146,556      141,689      3.4   

Noninterest-bearing deposits

  34,794      32,183      8.1        24,863      21,981      13.1   

Interest checking

  7,706      10,464      (26.4     39,019      34,880      11.9   

Savings products

  25,857      17,098      51.2        52,544      48,093      9.3   

Time deposits

  17,149      18,385      (6.7     16,954      18,710      (9.4

Total deposits

  85,506      78,130      9.4        133,380      123,664      7.9   

Total U.S. Bancorp shareholders’ equity

  8,225      7,526      9.3        11,530      11,569      (.3

 

* Not meaningful

 

other intangibles expenses. The provision for credit losses decreased $4 million (2.0 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily due to lower net charge-offs, partially offset by an unfavorable change in the reserve allocation. As a percentage of average loans outstanding, net charge-offs were 3.13 percent in the first quarter of 2015, compared with 3.35 percent in the first quarter of 2014.

Treasury and Corporate Support Treasury and Corporate Support includes the Company’s investment portfolios, most covered commercial and commercial real estate loans and related other real estate owned, funding, capital management, interest rate risk management, income taxes not allocated to business lines, including most investments in tax-advantaged projects, and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis. Treasury and Corporate Support recorded net income of $589 million in the first quarter of 2015, compared with $544 million in the first quarter of 2014.

Net revenue increased $40 million (5.2 percent) in the first quarter of 2015, compared with the first quarter of 2014. Net interest income, on a taxable-equivalent basis, decreased $5 million (0.8 percent) in the first quarter of 2015, compared with the first quarter of 2014, principally due to lower income from the run-off of acquired covered assets, partially offset by growth in the investment portfolio. Noninterest income increased $45 million (34.1 percent) in the first quarter of 2015, compared with the first quarter of 2014, primarily due to higher commercial products revenue and equity investment gains.

Noninterest expense increased $6 million (3.6 percent) in the first quarter of 2015, compared with the first quarter of 2014, principally due to an increase in employee benefits expense resulting from higher pension costs, and increased mortgage servicing-related expenses, partially offset by lower costs related to investments in tax-advantaged projects. The provision for credit losses was $4 million (66.7 percent) higher due to an unfavorable change in the reserve allocation, partially offset by a decrease in net charge-offs.

 

30 U.S. Bancorp


Table of Contents

 

 

  

Wealth Management and

Securities Services

    

Payment

Services

    

Treasury and

Corporate Support

    

Consolidated

Company

 
   2015   2014   Percent
Change
     2015   2014   Percent
Change
     2015   2014   Percent
Change
     2015   2014   Percent
Change
 
       
  $ 92    $ 80      15.0   $ 465    $ 414      12.3   $ 635    $ 640      (.8 )%    $ 2,752    $ 2,706      1.7
    356      339      5.0        777      775      .3        177      127      39.4        2,154      2,103      2.4   
                                           5      *             5      *   
    448      419      6.9        1,242      1,189      4.5        812      772      5.2        4,906      4,814      1.9   
    350      333      5.1        595      569      4.6        174      168      3.6        2,622      2,495      5.1   
    7      9      (22.2     25      31      (19.4                      43      49      (12.2
    357      342      4.4        620      600      3.3        174      168      3.6        2,665      2,544      4.8   
    91      77      18.2        622      589      5.6        638      604      5.6        2,241      2,270      (1.3
    (2   (4   50.0        197      201      (2.0     (2   (6   66.7        264      306      (13.7
    93      81      14.8        425      388      9.5        640      610      4.9        1,977      1,964      .7   
    34      29      17.2        155      141      9.9        46      60      (23.3     533      552      (3.4
    59      52      13.5        270      247      9.3        594      550      8.0        1,444      1,412      2.3   
                     (8   (9   11.1        (5   (6   16.7        (13   (15   13.3   
  $ 59    $ 52      13.5      $ 262    $ 238      10.1      $ 589    $ 544      8.3      $ 1,431    $ 1,397      2.4   
       
  $ 2,292    $ 1,848      24.0   $ 6,595    $ 5,997      10.0   $ 141    $ 171      (17.5 )%    $ 81,508    $ 70,834      15.1
    590      616      (4.2                      1,186      239      *        42,671      40,050      6.5   
    1,609      1,266      27.1                         4      2      *        51,426      51,584      (.3
                     17,823      17,407      2.4                         17,823      17,407      2.4   
    1,449      1,474      (1.7     627      697      (10.0                      49,320      47,657      3.5   
    5,940      5,204      14.1        25,045      24,101      3.9        1,331      412      *        242,748      227,532      6.7   
    1      8      (87.5          5      *        38      2,020      (98.1     5,202      8,327      (37.5
    5,941      5,212      14.0        25,045      24,106      3.9        1,369      2,432      (43.7     247,950      235,859      5.1   
    1,568      1,565      .2        2,481      2,519      (1.5                      9,378      9,203      1.9   
    137      171      (19.9     425      507      (16.2          1      *        3,076      3,441      (10.6
    9,178      8,227      11.6        30,988      30,370      2.0        122,069      101,783      19.9        401,836      364,312      10.3   
    12,714      14,716      (13.6     892      698      27.8        1,248      1,246      .2        74,511      70,824      5.2   
    7,345      5,420      35.5        587      540      8.7        1      1             54,658      51,305      6.5   
    31,318      27,080      15.6        87      70      24.3        116      103      12.6        109,922      92,444      18.9   
    2,996      4,163      (28.0                      2,270      1,648      37.7        39,369      42,906      (8.2
    54,373      51,379      5.8        1,566      1,308      19.7        3,635      2,998      21.2        278,460      257,479      8.1   
    2,298      2,296      .1        5,780      5,668      2.0        16,245      14,702      10.5        44,078      41,761      5.5   

 

Income taxes are assessed to each line of business at a managerial tax rate of 36.4 percent with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in Treasury and Corporate Support.

NON-GAAP FINANCIAL MEASURES

In addition to capital ratios defined by banking regulators, the Company considers various other measures when evaluating capital utilization and adequacy, including:

  Tangible common equity to tangible assets,
  Tangible common equity to risk-weighted assets,
  Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach, and
  Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches.

These measures are viewed by management as useful additional methods of reflecting the level of capital available to withstand unexpected market or economic conditions. Additionally, presentation of these measures allows investors, analysts and banking regulators to assess the Company’s capital position relative to other financial services companies. These measures differ from currently effective capital ratios defined by banking regulations principally in that the numerator includes unrealized gains and losses related to available-for-sale securities and excludes preferred securities, including preferred stock, the nature and extent of which varies among different financial services companies. These measures are not defined in generally accepted accounting principles (“GAAP”), or are not currently effective or defined in federal banking regulations. As a result, these measures disclosed by the Company may be considered non-GAAP financial measures.

There may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider the consolidated financial statements and other financial information contained in this report in their entirety, and not to rely on any single financial measure.

 

U.S. Bancorp 31


Table of Contents

The following table shows the Company’s calculation of these Non-GAAP financial measures:

 

(Dollars in Millions) March 31,
2015
  December 31,
2014
 

Total equity

$ 44,965    $ 44,168   

Preferred stock

  (4,756   (4,756

Noncontrolling interests

  (688   (689

Goodwill (net of deferred tax liability) (1)

  (8,360   (8,403

Intangible assets, other than mortgage servicing rights

  (783   (824

Tangible common equity (a)

  30,378      29,496   

Tangible common equity (as calculated above)

  30,378      29,496   

Adjustments (2)

  158      172   

Common equity tier 1 capital estimated for the Basel III fully implemented standardized and advanced approaches (b)

  30,536      29,668   

Total assets

  410,233      402,529   

Goodwill (net of deferred tax liability) (1)

  (8,360   (8,403

Intangible assets, other than mortgage servicing rights

  (783   (824

Tangible assets (c)

  401,090      393,302   

Risk-weighted assets, determined in accordance with prescribed regulatory requirements (d)

  327,709      317,398   

Adjustments (3)

  3,153      11,110   

Risk-weighted assets estimated for the Basel III fully implemented standardized approach (e)

  330,862      328,508   

Risk-weighted assets, determined in accordance with prescribed transitional advanced approaches regulatory requirements

  254,892      248,596   

Adjustments (4)

  3,321      3,270   

Risk-weighted assets estimated for the Basel III fully implemented advanced approaches (f)

  258,213      251,866   

Ratios

Tangible common equity to tangible assets (a)/(c)

  7.6   7.5

Tangible common equity to risk-weighted assets (a)/(d)

  9.3      9.3   

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented standardized approach (b)/(e)

  9.2      9.0   

Common equity tier 1 capital to risk-weighted assets estimated for the Basel III fully implemented advanced approaches (b)/(f)

  11.8      11.8   

 

(1) Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements
(2) Includes net losses on cash flow hedges included in accumulated other comprehensive income and other adjustments.
(3) Includes higher risk-weighting for unfunded loan commitments, investment securities, residential mortgages, mortgage servicing rights and other adjustments.
(4) Primarily reflects higher risk-weighting for mortgage servicing rights.

 

CRITICAL ACCOUNTING POLICIES

The accounting and reporting policies of the Company comply with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. The Company’s financial position and results of operations can be affected by these estimates and assumptions, which are integral to understanding the Company’s financial statements. Critical accounting policies are those policies management believes are the most important to the portrayal of the Company’s financial condition and results, and require management to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by management to be critical accounting policies. Those policies considered to be critical accounting policies relate to the allowance for credit losses, fair value estimates, purchased loans and related indemnification assets, MSRs, goodwill and other intangibles and income taxes. Management has discussed the development and the selection of critical accounting policies with the Company’s Audit Committee. These accounting policies are discussed in detail in “Management’s Discussion and Analysis — Critical Accounting Policies” and the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December  31, 2014.

CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company’s management, including its principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

During the most recently completed fiscal quarter, there was no change made in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

32 U.S. Bancorp


Table of Contents

U.S. Bancorp

Consolidated Balance Sheet

 

(Dollars in Millions) March 31,
2015
  December 31,
2014
 
  (Unaudited)      

Assets

Cash and due from banks

$ 14,072    $ 10,654   

Investment securities

Held-to-maturity (fair value $46,022 and $45,140, respectively; including $566 and $526 at fair value pledged as collateral, respectively) (a)

  45,597      44,974   

Available-for-sale ($390 and $330 pledged as collateral, respectively) (a)

  56,826      56,069   

Loans held for sale (including $4,977 and $4,774 of mortgage loans carried at fair value, respectively)

  8,012      4,792   

Loans

Commercial

  82,732      80,377   

Commercial real estate

  42,409      42,795   

Residential mortgages

  51,089      51,619   

Credit card

  17,504      18,515   

Other retail

  46,449      49,264   

Total loans, excluding covered loans

  240,183      242,570   

Covered loans

  5,118      5,281   

Total loans

  245,301      247,851   

Less allowance for loan losses

  (4,023   (4,039

Net loans

  241,278      243,812   

Premises and equipment

  2,575      2,618   

Goodwill

  9,363      9,389   

Other intangible assets

  3,033      3,162   

Other assets (including $234 and $157 of trading securities at fair value pledged as collateral, respectively) (a)

  29,477      27,059   

Total assets

$ 410,233    $ 402,529   

Liabilities and Shareholders’ Equity

Deposits

Noninterest-bearing

$ 79,220    $ 77,323   

Interest-bearing

  179,853      177,452   

Time deposits greater than $100,000 (b)

  27,528      27,958   

Total deposits

  286,601      282,733   

Short-term borrowings

  28,226      29,893   

Long-term debt

  35,104      32,260   

Other liabilities

  15,337      13,475   

Total liabilities

  365,268      358,361   

Shareholders’ equity

Preferred stock

  4,756      4,756   

Common stock, par value $0.01 a share — authorized: 4,000,000,000 shares; issued: 3/31/15 and 12/31/14 — 2,125,725,742 shares

  21      21   

Capital surplus

  8,315      8,313   

Retained earnings

  43,463      42,530   

Less cost of common stock in treasury: 3/31/15 — 345,721,162 shares; 12/31/14 — 339,859,034 shares

  (11,564   (11,245

Accumulated other comprehensive income (loss)

  (714   (896

Total U.S. Bancorp shareholders’ equity

  44,277      43,479   

Noncontrolling interests

  688      689   

Total equity

  44,965      44,168   

Total liabilities and equity

$ 410,233    $ 402,529   

 

(a) Includes only collateral pledged by the Company where counterparties have the right to sell or pledge the collateral.
(b) Includes domestic time deposit balances greater than $250,000 of $6.0 billion and $5.0 billion at March 31, 2015, and December 31, 2014, respectively.

See Notes to Consolidated Financial Statements.

 

U.S. Bancorp

33


Table of Contents

U.S. Bancorp

Consolidated Statement of Income

 

  Three Months Ended
March 31,
 

(Dollars and Shares in Millions, Except Per Share Data)

(Unaudited)

2015   2014  

Interest Income

Loans

$ 2,493    $ 2,522   

Loans held for sale

  41      27   

Investment securities

  495      441   

Other interest income

  32      32   

Total interest income

  3,061      3,022   

Interest Expense

Deposits

  118      119   

Short-term borrowings

  61      69   

Long-term debt

  184      184   

Total interest expense

  363      372   

Net interest income

  2,698      2,650   

Provision for credit losses

  264      306   

Net interest income after provision for credit losses

  2,434      2,344   

Noninterest Income

Credit and debit card revenue

  241      239   

Corporate payment products revenue

  170      173   

Merchant processing services

  359      356   

ATM processing services

  78      78   

Trust and investment management fees

  322      304   

Deposit service charges

  161      157   

Treasury management fees

  137      133   

Commercial products revenue

  200      205   

Mortgage banking revenue

  240      236   

Investment products fees

  47      46   

Realized securities gains (losses), net

       5   

Other

  199      176   

Total noninterest income

  2,154      2,108   

Noninterest Expense

Compensation

  1,179      1,115   

Employee benefits

  317      289   

Net occupancy and equipment

  247      249   

Professional services

  77      83   

Marketing and business development

  70      79   

Technology and communications

  214      211   

Postage, printing and supplies

  82      81   

Other intangibles

  43      49   

Other

  436      388   

Total noninterest expense

  2,665      2,544   

Income before income taxes

  1,923      1,908   

Applicable income taxes

  479      496   

Net income

  1,444      1,412   

Net (income) loss attributable to noncontrolling interests

  (13   (15

Net income attributable to U.S. Bancorp

$ 1,431    $ 1,397   

Net income applicable to U.S. Bancorp common shareholders

$ 1,365    $ 1,331   

Earnings per common share

$ .77    $ .73   

Diluted earnings per common share

$ .76    $ .73   

Dividends declared per common share

$ .245    $ .230   

Average common shares outstanding

  1,781      1,818   

Average diluted common shares outstanding

  1,789      1,828   

See Notes to Consolidated Financial Statements.

 

34 U.S. Bancorp


Table of Contents

U.S. Bancorp

Consolidated Statement of Comprehensive Income

 

     Three Months Ended
March 31,
 

(Dollars in Millions)

(Unaudited)

   2015   2014  

Net income

$ 1,444    $ 1,412   

Other Comprehensive Income (Loss)

Changes in unrealized gains and losses on securities available-for-sale

  208      301   

Changes in unrealized gains and losses on derivative hedges

  (28   (11

Foreign currency translation

  17      (4

Reclassification to earnings of realized gains and losses

  99      73   

Income taxes related to other comprehensive income

    (114   (138

Total other comprehensive income (loss)

    182      221   

Comprehensive income

  1,626      1,633   

Comprehensive (income) loss attributable to noncontrolling interests

    (13   (15

Comprehensive income attributable to U.S. Bancorp

  $ 1,613    $ 1,618   

See Notes to Consolidated Financial Statements.

 

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U.S. Bancorp

Consolidated Statement of Shareholders’ Equity

 

  U.S. Bancorp Shareholders          
(Dollars and Shares in Millions)
(Unaudited)
Common Shares
Outstanding
  Preferred
Stock
  Common
Stock
  Capital
Surplus
  Retained
Earnings
  Treasury
Stock
  Accumulated
Other
Comprehensive
Income (Loss)
  Total
U.S. Bancorp
Shareholders’
Equity
  Noncontrolling
Interests
  Total
Equity
 

Balance December 31, 2013

  1,825    $ 4,756    $ 21    $ 8,216    $ 38,667    $ (9,476 $ (1,071 $ 41,113    $ 694    $ 41,807   

Net income (loss)

  1,397      1,397      15      1,412   

Other comprehensive income (loss)

  221      221      221   

Preferred stock dividends

  (60   (60   (60

Common stock dividends

  (420   (420   (420

Issuance of common and treasury stock

  8      (20   265      245      245   

Purchase of treasury stock

  (12   (482   (482   (482

Distributions to noncontrolling interests

       (15   (15

Net other changes in noncontrolling interests

       (5   (5

Stock option and restricted stock grants

                    40                        40            40   

Balance March 31, 2014

  1,821    $ 4,756    $ 21    $ 8,236    $ 39,584    $ (9,693 $ (850 $ 42,054    $ 689    $ 42,743   

Balance December 31, 2014

  1,786    $ 4,756    $ 21    $ 8,313    $ 42,530    $ (11,245 $ (896 $ 43,479    $ 689    $ 44,168   

Net income (loss)

  1,431      1,431      13      1,444   

Other comprehensive income (loss)

  182      182      182   

Preferred stock dividends

  (60   (60   (60

Common stock dividends

  (438   (438   (438

Issuance of common and treasury stock

  6      (43   199      156      156   

Purchase of treasury stock

  (12   (518   (518   (518

Distributions to noncontrolling interests

       (14   (14

Net other changes in noncontrolling interests

         

Stock option and restricted stock grants

                    45                        45            45   

Balance March 31, 2015

  1,780    $ 4,756    $ 21    $ 8,315    $ 43,463    $ (11,564 $ (714 $ 44,277    $ 688    $ 44,965   

See Notes to Consolidated Financial Statements.

 

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U.S. Bancorp

Consolidated Statement of Cash Flows

 

 

Three Months Ended

March 31,

 

(Dollars in Millions)

(Unaudited)

2015   2014  

Operating Activities

Net income attributable to U.S. Bancorp

$ 1,431    $ 1,397   

Adjustments to reconcile net income to net cash provided by operating activities

Provision for credit losses

  264      306   

Depreciation and amortization of premises and equipment

  77      74   

Amortization of intangibles

  43      49   

(Gain) loss on sale of loans held for sale

  (259   (174

(Gain) loss on sale of securities and other assets

  (63   (24

Loans originated for sale in the secondary market, net of repayments

  (10,008   (5,419

Proceeds from sales of loans held for sale

  9,885      7,027   

Other, net

  381      (464

Net cash provided by operating activities

  1,751      2,772   

Investing Activities

Proceeds from sales of available-for-sale investment securities

  123      295   

Proceeds from maturities of held-to-maturity investment securities

  2,334      2,559   

Proceeds from maturities of available-for-sale investment securities

  3,100      1,230   

Purchases of held-to-maturity investment securities

  (2,977   (4,369

Purchases of available-for-sale investment securities

  (3,783   (5,062

Net increase in loans outstanding

  (843   (3,146

Proceeds from sales of loans

  441      174   

Purchases of loans

  (492   (548

Other, net

  (404   222   

Net cash used in investing activities

  (2,501   (8,645

Financing Activities

Net increase (decrease) in deposits

  3,868      (1,511

Net increase (decrease) in short-term borrowings

  (1,667   3,173   

Proceeds from issuance of long-term debt

  3,322      4,815   

Principal payments or redemption of long-term debt

  (543   (994

Proceeds from issuance of common stock

  152      236   

Repurchase of common stock

  (464   (433

Cash dividends paid on preferred stock

  (61   (61

Cash dividends paid on common stock

  (439   (421

Net cash provided by financing activities

  4,168      4,804   

Change in cash and due from banks

  3,418      (1,069

Cash and due from banks at beginning of period

  10,654      8,477   

Cash and due from banks at end of period

$ 14,072    $ 7,408   

See Notes to Consolidated Financial Statements.

 

U.S. Bancorp

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Notes to Consolidated Financial Statements

(Unaudited)

 

 Note 1  Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States. In the opinion of management of U.S. Bancorp (the “Company”), all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of results for the interim periods have been made. These financial statements and notes should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Certain amounts in prior periods have been reclassified to conform to the current presentation.

Accounting policies for the lines of business are generally the same as those used in preparation of the consolidated financial statements with respect to activities specifically attributable to each business line. However, the preparation of business line results requires management to establish methodologies to allocate funding costs, expenses and other financial elements to each line of business. Table 11 “Line of Business Financial Performance” included in Management’s Discussion and Analysis provides details of segment results. This information is incorporated by reference into these Notes to Consolidated Financial Statements.

 

 Note 2  Accounting Changes

Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance, effective for the Company on January 1, 2017, related to revenue recognition from contracts with customers, which amends certain currently existing revenue recognition accounting guidance. The guidance allows for either retrospective application to all periods presented or a modified retrospective approach where the guidance would only be applied to existing contracts in effect at the adoption date and new contracts going forward. The Company is currently evaluating the impact of this guidance under the modified retrospective approach and expects the adoption will not be material to its financial statements.

Consolidation In February 2015, the FASB issued accounting guidance, effective for the Company on January 1, 2016, with early adoption permitted, related to the analysis required by organizations to evaluate whether they should consolidate certain legal entities. The Company expects the adoption of this guidance will not be material to its financial statements.

 

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 Note 3  Investment Securities

The amortized cost, other-than-temporary impairment recorded in other comprehensive income (loss), gross unrealized holding gains and losses, and fair value of held-to-maturity and available-for-sale investment securities were as follows:

 

  March 31, 2015      December 31, 2014  
          Unrealized Losses                  Unrealized Losses      
(Dollars in Millions) Amortized
Cost
  Unrealized
Gains
 

Other-than-

Temporary (e)

  Other (f)   Fair
Value
     Amortized
Cost
  Unrealized
Gains
  Other-than-
Temporary (e)
  Other (f)   Fair
Value
 

Held-to-maturity (a)

 

U.S. Treasury and agencies

$ 2,744    $ 34    $    $ (4 $ 2,774      $ 2,717    $ 15    $    $ (18 $ 2,714   

Mortgage-backed securities

 

Residential

 

Agency

  42,800      471           (85   43,186        42,204      335           (176   42,363   

Non-agency non-prime (d)

  1                     1        1                     1   

Asset-backed securities

 

Collateralized debt obligations/
Collateralized loan obligations

       7                7             7                7   

Other

  13      4      (1        16        13      4                17   

Obligations of state and political subdivisions

  9      1           (1   9        9      1           (1   9   

Obligations of foreign governments

  9                     9        9                     9   

Other debt securities

  21                (1   20        21                (1   20   

Total held-to-maturity

$ 45,597    $ 517    $ (1 $ (91 $ 46,022      $ 44,974    $ 362    $    $ (196 $ 45,140   

Available-for-sale (b)

 

U.S. Treasury and agencies

$ 2,560    $ 32    $    $    $ 2,592      $ 2,622    $ 14    $    $ (4 $ 2,632   

Mortgage-backed securities

 

Residential

 

Agency

  45,506      658           (134   46,030        44,668      593           (244   45,017   

Non-agency

 

Prime (c)

  380      9      (2   (2   385        399      9      (2   (1   405   

Non-prime (d)

  254      20      (1        273        261      20      (1        280   

Commercial agency

  101      2                103        112      3                115   

Asset-backed securities

 

Collateralized debt obligations/
Collateralized loan obligations

  18      4                22        18      4                22   

Other

  603      13                616        607      13           (1   619   

Obligations of state and political subdivisions

  5,477      260           (2   5,735        5,604      265           (1   5,868   

Obligations of foreign governments

                             6                     6   

Corporate debt securities

  690      6           (68   628        690      3           (79   614   

Perpetual preferred securities

  156      29           (9   176        200      27           (10   217   

Other investments

  236      30                266        245      29                274   

Total available-for-sale

$ 55,981    $ 1,063    $ (3 $ (215 $ 56,826      $ 55,432    $ 980    $ (3 $ (340 $ 56,069   

 

(a) Held-to-maturity investment securities are carried at historical cost or at fair value at the time of transfer from the available-for-sale to held-to-maturity category, adjusted for amortization of premiums and accretion of discounts and credit-related other-than-temporary impairment.
(b) Available-for-sale investment securities are carried at fair value with unrealized net gains or losses reported within accumulated other comprehensive income (loss) in shareholders’ equity.
(c) Prime securities are those designated as such by the issuer at origination. When an issuer designation is unavailable, the Company determines at acquisition date the categ