Form 10-Q
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  1

Form 10-Q/March 31, 2014                                  

 

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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, 2014

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 ¨    Smaller reporting company ¨
(Do not check if a 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

Common Stock, $.01 Par Value

 

Outstanding as of April 30, 2014

1,815,149,853 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)

  

a) Overview

     3   

b) Statement of Income Analysis

     3   

c) Balance Sheet Analysis

     5   

d) Non-GAAP Financial Measures

     33   

e) Critical Accounting Policies

     34   

f) Controls and Procedures (Item 4)

     34   

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

  

a) Overview

     8   

b) Credit Risk Management

     9   

c) Residual Value Risk Management

     23   

d) Operational Risk Management

     23   

e) Interest Rate Risk Management

     23   

f) Market Risk Management

     24   

g) Liquidity Risk Management

     25   

h) Capital Management

     28   

3) Line of Business Financial Review

     29   

4) Financial Statements (Item 1)

     35   

Part II — Other Information

  

1) Legal Proceedings (Item 1)

     77   

2) Risk Factors (Item 1A)

     77   

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

     77   

4) Exhibits (Item 6)

     77   

5) Signature

     78   

6) Exhibits

     79   

“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 moderate 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. Continued stress in the commercial real estate markets, as well as a delay or failure of recovery in the residential real estate markets could cause additional 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; increased competition from both banks and non-banks; changes in customer behavior and preferences; 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, interest rate risk, and liquidity 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, 2013, 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)    2014      2013     Percent
Change
 

Condensed Income Statement

      

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

   $ 2,706      $ 2,709        (.1 )% 

Noninterest income

     2,103        2,160        (2.6

Securities gains (losses), net

     5        5          

Total net revenue

     4,814        4,874        (1.2

Noninterest expense

     2,544        2,470        3.0   

Provision for credit losses

     306        403        (24.1

Income before taxes

     1,964        2,001        (1.8

Taxable-equivalent adjustment

     56        56          

Applicable income taxes

     496        558        (11.1

Net income

     1,412        1,387        1.8   

Net (income) loss attributable to noncontrolling interests

     (15     41        *   

Net income attributable to U.S. Bancorp

   $ 1,397      $ 1,428        (2.2

Net income applicable to U.S. Bancorp common shareholders

   $ 1,331      $ 1,358        (2.0

Per Common Share

      

Earnings per share

   $ .73      $ .73       

Diluted earnings per share

     .73        .73          

Dividends declared per share

     .230        .195        17.9   

Book value per share

     20.48        18.71        9.5   

Market value per share

     42.86        33.93        26.3   

Average common shares outstanding

     1,818        1,858        (2.2

Average diluted common shares outstanding

     1,828        1,867        (2.1

Financial Ratios

      

Return on average assets

     1.56     1.65  

Return on average common equity

     14.6        16.0     

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

     3.35        3.48     

Efficiency ratio (b)

     52.9        50.7     

Net charge-offs as a percent of average loans outstanding

     .59        .79     

Average Balances

      

Loans

   $ 235,859      $ 222,421        6.0

Loans held for sale

     2,626        8,764        (70.0

Investment securities (c)

     82,216        73,467        11.9   

Earning assets

     326,226        313,992        3.9   

Assets

     364,312        351,387        3.7   

Noninterest-bearing deposits

     70,824        66,400        6.7   

Deposits

     257,479        245,018        5.1   

Short-term borrowings

     29,490        28,164        4.7   

Long-term debt

     22,131        25,404        (12.9

Total U.S. Bancorp shareholders’ equity

     41,761        39,177        6.6   
    

March 31, 

2014 

    December 31,
2013
       

Period End Balances

      

Loans

   $ 238,375      $ 235,235        1.3

Investment securities

     85,473        79,855        7.0   

Assets

     371,289        364,021        2.0   

Deposits

     260,612        262,123        (.6

Long-term debt

     23,774        20,049        18.6   

Total U.S. Bancorp shareholders’ equity

     42,054        41,113        2.3   

Asset Quality

      

Nonperforming assets

   $ 1,999      $ 2,037        (1.9 )% 

Allowance for credit losses

     4,497        4,537        (.9

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

     1.89     1.93  

Capital Ratios

      

Common equity tier 1 capital (d)

     9.7     9.4 %(e)   

Tier 1 capital

     11.4        11.2     

Total risk-based capital

     13.5        13.2     

Leverage

     9.7        9.6     

Tangible common equity to tangible assets (e)

     7.8        7.7     

Tangible common equity to risk-weighted assets (e)

     9.3        9.1     

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

     9.0        8.8     
                          

 

* 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) March 31, 2014, calculated under the Basel III transitional standardized approach; December 31, 2013, calculated under Basel I.
(e) See Non-GAAP Financial Measures on page 33.

 

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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 2014, or $.73 per diluted common share, both equal to the first quarter of 2013. Return on average assets and return on average common equity were 1.56 percent and 14.6 percent, respectively, for the first quarter of 2014, compared with 1.65 percent and 16.0 percent, respectively, for the first quarter of 2013.

Total net revenue, on a taxable-equivalent basis, for the first quarter of 2014 was $60 million (1.2 percent) lower than the first quarter of 2013, primarily reflecting a 2.6 percent decrease in noninterest income. Net interest income was essentially flat from a year ago, the result of an increase in average earning assets, offset by a decrease in the net interest margin. The noninterest income decrease was due to lower mortgage banking revenue.

Noninterest expense in the first quarter of 2014 was $74 million (3.0 percent) higher than the first quarter of 2013, primarily due to an increase in other expense driven by insurance-related recoveries in the first quarter of 2013, partially offset by a decrease in costs related to foreclosed properties, and the Company’s adoption in the first quarter of 2014 of new accounting guidance for certain affordable housing tax credit investments.

The provision for credit losses for the first quarter of 2014 of $306 million was $97 million (24.1 percent) lower than the first quarter of 2013. Net charge-offs in the first quarter of 2014 were $341 million, compared with $433 million in the first quarter of 2013. 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, was $2.7 billion in the first quarter of 2014, essentially flat to the first quarter of 2013, the result of a lower net interest margin, offset by higher average earning assets. The net interest margin in the first quarter of 2014 was 3.35 percent, compared with 3.48 percent in the first quarter of 2013. The decrease in the net interest margin from the first quarter of 2013 primarily reflected lower reinvestment rates on investment securities, as well as growth in the investment portfolio at lower average rates, and lower rates on loans, partially offset by lower rates on deposits and short-term borrowings, and the positive impact from maturities of higher rate long-term debt. Average earning assets were $12.2 billion (3.9 percent) higher in the first quarter of 2014, compared with the first quarter of 2013, driven by increases of $13.4 billion (6.0 percent) in loans and $8.7 billion (11.9 percent) in investment securities, partially offset by decreases in loans held for sale of $6.1 billion (70.0 percent) and other earning assets of $3.8 billion (40.8 percent), primarily due to the deconsolidation of certain consolidated variable interest entities during the second quarter of 2013. Refer to the “Consolidated Daily Average Balance Sheet and Related Yields and Rates” table for further information on net interest income.

Average total loans for the first quarter of 2014 were $13.4 billion (6.0 percent) higher than the first quarter of 2013, driven by growth in residential mortgages (14.4 percent), commercial loans (8.5 percent), commercial real estate loans (7.6 percent), credit card loans (5.3 percent) and other retail loans (.9 percent). These increases were driven by higher demand for loans from new and existing customers. The increases were partially offset by a decline in loans covered by loss sharing agreements with the Federal Deposit Insurance Corporation (“FDIC”) (24.4 percent). Average loans acquired in FDIC-assisted transactions that are covered by loss sharing agreements with the FDIC (“covered” loans) were $8.3 billion in the first quarter of 2014, compared with $11.0 billion in the same period of 2013.

 

 

U. S. Bancorp    3


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Table 2

  Noninterest Income

 

    

Three Months Ended

March 31,

 
(Dollars in Millions)    2014      2013      Percent
Change
 

Credit and debit card revenue

   $ 239       $ 214         11.7

Corporate payment products revenue

     173         172         .6   

Merchant processing services

     356         347         2.6   

ATM processing services

     78         82         (4.9

Trust and investment management fees

     304         278         9.4   

Deposit service charges

     157         153         2.6   

Treasury management fees

     133         134         (.7

Commercial products revenue

     205         200         2.5   

Mortgage banking revenue

     236         401         (41.1

Investment products fees

     46         41         12.2   

Securities gains (losses), net

     5         5           

Other

     176         138         27.5   

Total noninterest income

   $ 2,108       $ 2,165         (2.6 )% 

 

Average investment securities in the first quarter of 2014 were $8.7 billion (11.9 percent) higher than the first quarter of 2013, primarily due to purchases of U.S. government agency-backed securities, net of prepayments and maturities, in anticipation of final liquidity coverage ratio regulatory requirements.

Average total deposits for the first quarter of 2014 were $12.5 billion (5.1 percent) higher than the first quarter of 2013. Average noninterest-bearing deposits increased $4.4 billion (6.7 percent) over the prior year, driven primarily by growth in balances related to the Company’s corporate trust and wholesale businesses. Average total savings deposits were $10.8 billion (8.2 percent) higher, the result of growth in Consumer and Small Business Banking, and Wholesale Banking and Commercial Real Estate balances. Average time deposit less than $100,000 were $2.2 billion (15.9 percent) lower in the first quarter of 2014, compared with the same period of 2013, due to maturities. Average time deposits greater than $100,000 were $636 million (2.0 percent) lower, primarily due to a decline in Consumer and Small Business Banking and corporate trust balances, partially offset by an increase in 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.

Provision for Credit Losses The provision for credit losses for the first quarter of 2014 decreased $97 million (24.1 percent) from the first quarter of 2013. Net charge-offs decreased $92 million (21.2 percent) in the first quarter of 2014, compared with the same period of

the prior year, due to improvements in the commercial real estate, residential mortgages and home equity and second mortgages portfolios. The provision for credit losses was lower than net charge-offs by $35 million in the first quarter of 2014, compared with $30 million lower than net charge-offs in the first quarter of 2013. 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 2014 was $2.1 billion, a decrease of $57 million (2.6 percent), compared with the first quarter of 2013. The decrease from a year ago was due to a reduction in mortgage banking revenue, due to lower origination and sales revenue, partially offset by growth in several other fee categories. Credit and debit card revenue increased primarily due to higher transaction volumes. Merchant processing services revenue was higher as a result of an increase in fee-based product revenue and higher volumes, partially offset by lower rates. Trust and investment management fees increased, reflecting account growth, improved market conditions and business expansion. Commercial products revenue increased, principally due to higher syndication fees on tax-advantaged projects, while investment products fees increased due to higher sales volumes and fees. In addition, other income increased, driven by higher equity investment revenue.

 

 

4    U. S. Bancorp


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Table 3

  Noninterest Expense

 

    

Three Months Ended

March 31,

 
(Dollars in Millions)    2014     2013     Percent
Change
 

Compensation

   $ 1,115      $ 1,082        3.0

Employee benefits

     289        310        (6.8

Net occupancy and equipment

     249        235        6.0   

Professional services

     83        78        6.4   

Marketing and business development

     79        73        8.2   

Technology and communications

     211        211          

Postage, printing and supplies

     81        76        6.6   

Other intangibles

     49        57        (14.0

Other

     388        348        11.5   

Total noninterest expense

   $ 2,544      $ 2,470        3.0

Efficiency ratio (a)

     52.9     50.7        

 

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

 

Noninterest Expense Noninterest expense in the first quarter of 2014 was $2.5 billion, an increase of $74 million (3.0 percent), compared with the first quarter of 2013. The increase in noninterest expense from a year ago was the result of higher compensation expense, reflecting growth in staffing for business initiatives and the impact of merit increases, partially offset by a reduction in employee benefits expense driven by lower pension costs, higher net occupancy and equipment expense due to business initiatives, higher rent expense, and the timing of marketing expense in Payment Services. In addition, other expense increased, driven by insurance-related recoveries in the prior year, partially offset by lower tax-advantaged project costs resulting from the first quarter of 2014 adoption of new accounting guidance for certain affordable housing tax credit investments, and lower costs related to foreclosed real estate. Other intangibles expense decreased from the prior year due to the reduction or completion of the amortization of certain intangibles.

Income Tax Expense The provision for income taxes was $496 million (an effective rate of 26.0 percent) for the first quarter of 2014, compared with $558 million (an effective rate of 28.7 percent) for the first quarter of 2013. The decrease from the prior year primarily reflected the impact of the accounting presentation changes, begun in the fourth quarter of 2013, related to certain investments in tax-advantaged projects, net of the impact of the adoption of new accounting guidance for certain affordable housing tax credit investments in the first quarter of 2014. For further information on income taxes, refer to Note 10 of the Notes to Consolidated Financial Statements.

BALANCE SHEET ANALYSIS

Loans The Company’s loan portfolio was $238.4 billion at March 31, 2014, compared with $235.2 billion at December 31, 2013, an increase of $3.2 billion (1.3 percent). The increase was driven primarily by increases in commercial loans, commercial real estate loans and residential mortgages, partially offset by lower credit card, other retail and covered loans.

Commercial loans and commercial real estate loans increased $3.7 billion (5.2 percent) and $246 million (.6 percent), respectively, at March 31, 2014, compared with December 31, 2013, reflecting higher demand from new and existing customers.

Residential mortgages held in the loan portfolio increased $552 million (1.1 percent) at March 31, 2014, compared with December 31, 2013. Residential mortgages originated and placed in the Company’s loan portfolio are primarily 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.

Credit card loans decreased $892 million (4.9 percent) at March 31, 2014, compared with December 31, 2013, the result of customers seasonally paying down their balances. Other retail loans, which include retail leasing, home equity and second mortgages and other retail loans, decreased $71 million (.1 percent)

 

 

U. S. Bancorp    5


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at March 31, 2014, compared with December 31, 2013. The decrease was driven by lower home equity and second mortgages and student loan balances, partially offset by higher auto and installment loans, and retail leasing balances.

Loans Held for Sale Loans held for sale, consisting primarily of residential mortgages to be sold in the secondary market, were $1.8 billion at March 31, 2014, compared with $3.3 billion at December 31, 2013. The decrease in loans held for sale was principally due to a lower amount of mortgage loan originations during the first quarter of 2014, which was the result of less refinance activity.

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 $85.5 billion at March 31, 2014, compared with $79.9 billion at December 31, 2013. The $5.6 billion (7.0 percent) increase reflected $5.3 billion of net investment purchases, primarily U.S. government agency-backed securities in anticipation of final liquidity coverage ratio regulatory requirements, and a $297 million favorable 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, 2014, the Company’s net unrealized gains on available-for-sale securities were $172 million, compared with net unrealized losses of $125 million at December 31, 2013. The favorable change in net unrealized gains (losses) was primarily due to increases in the fair value of agency mortgage-backed and state and political securities as a result of decreases in interest rates and changes in credit spreads. Gross unrealized losses on available-for-sale securities totaled $596 million at March 31, 2014, compared with $775 million at December 31, 2013. At March 31, 2014, 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 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 2 and 13 in the Notes to Consolidated Financial Statements for further information on investment securities.

 

 

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Table 4

  Investment Securities

 

    Available-for-Sale      Held-to-Maturity  

At March 31, 2014

(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

  $ 30      $ 30        .4        4.53    $ 650       $ 651         .2         .96

Maturing after one year through five years

    31        32        2.4        3.12         80         81         1.2         1.36   

Maturing after five years through ten years

    842        804        8.5        2.83         1,195         1,137         8.3         2.09   

Maturing after ten years

    201        196        16.4        2.19         59         59         11.1         1.75   

Total

  $ 1,104      $ 1,062        9.6        2.77    $ 1,984       $ 1,928         5.4         1.68

Mortgage-Backed Securities (a)

                     

Maturing in one year or less

  $ 298      $ 302        .6        2.34    $ 12       $ 12         .7         2.17

Maturing after one year through five years

    17,414        17,414        3.8        2.07         24,023         23,908         3.6         2.26   

Maturing after five years through ten years

    16,918        16,980        5.9        1.80         13,819         13,655         5.6         1.62   

Maturing after ten years

    1,692        1,694        13.2        1.20         740         752         12.1         1.24   

Total

  $ 36,322      $ 36,390        5.2        1.91    $ 38,594       $ 38,327         4.5         2.02

Asset-Backed Securities (a)

                     

Maturing in one year or less

  $      $                  $       $         .1         .38

Maturing after one year through five years

    272        283        3.9        1.54         11         14         3.6         .81   

Maturing after five years through ten years

    362        369        7.5        2.45         3         3         6.5         .92   

Maturing after ten years

                  17.3        2.45         1         9         10.0         .97   

Total

  $ 634      $ 652        6.0        2.06    $ 15       $ 26         4.5         .84

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

                     

Maturing in one year or less

  $ 146      $ 149        .6        6.43    $ 1       $ 1         .7         10.39

Maturing after one year through five years

    4,614        4,769        2.5        6.79         2         2         2.6         8.36   

Maturing after five years through ten years

    576        577        6.7        5.15         1         1         7.9         8.03   

Maturing after ten years

    96        90        22.6        5.77         7         7         11.9         2.65   

Total

  $ 5,432      $ 5,585        3.2        6.59    $ 11       $ 11         9.1         4.78

Other Debt Securities

                     

Maturing in one year or less

  $ 51      $ 51        .2        5.71    $ 6       $ 6         .2         1.60

Maturing after one year through five years

                                 78         78         2.5         1.12   

Maturing after five years through ten years

                                 24         13         6.6         .98   

Maturing after ten years

    690        625        19.2        2.47                                   

Total

  $ 741      $ 676        17.9        2.69    $ 108       $ 97         3.3         1.12
Other Investments   $ 356      $ 396        17.8        2.74    $       $                

Total investment securities (d)

  $ 44,589      $ 44,761        5.4        2.52    $ 40,712       $ 40,389         4.5         2.00

 

(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 6.0 years at December 31, 2013, with a corresponding weighted-average yield of 2.64 percent. The weighted-average maturity of the held-to-maturity investment securities was 4.5 years at December 31, 2013, with a corresponding weighted-average yield of 2.00 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, 2014      December 31, 2013  
(Dollars in Millions)    Amortized
Cost
     Percent
of Total
     Amortized
Cost
     Percent
of Total
 

U.S. Treasury and agencies

   $ 3,088         3.6    $ 4,222         5.3

Mortgage-backed securities

     74,916         87.8         68,236         85.3   

Asset-backed securities

     649         .8         652         .8   

Obligations of state and political subdivisions

     5,443         6.4         5,685         7.1   

Other debt securities and investments

     1,205         1.4         1,184         1.5   

Total investment securities

   $ 85,301         100.0    $ 79,979         100.0

 

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Deposits Total deposits were $260.6 billion at March 31, 2014, compared with $262.1 billion at December 31, 2013, the result of decreases in noninterest-bearing deposits and time deposits less than $100,000, partially offset by increases in total savings deposits and time deposits greater than $100,000. Noninterest-bearing deposits decreased $3.6 billion (4.7 percent), primarily due to a seasonal decrease in Wealth Management and Securities Services balances. Time deposits less than $100,000 decreased $652 million (5.5 percent) at March 31, 2014, compared with December 31, 2013, primarily due to maturities. Savings account balances increased $1.6 billion (4.8 percent), primarily due to continued strong participation in a savings product offered by Consumer and Small Business Banking. Money market balances increased $606 million (1.0 percent) primarily due to higher Consumer and Small Business Banking and government banking balances. Interest checking balances increased $247 million (.5 percent) primarily due to higher Consumer and Small Business Banking and Wholesale Banking and Commercial Real Estate balances, partially offset by lower corporate trust and broker-dealer balances. Time deposits greater than $100,000 increased $314 million (1.1 percent) at March 31, 2014, compared with December 31, 2013. Time deposits greater than $100,000 are managed as an alternative to other funding sources such as wholesale borrowing, based largely on relative pricing.

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 $30.8 billion at March 31, 2014, compared with $27.6 billion at December 31, 2013. The $3.2 billion (11.5 percent) increase in short-term borrowings was primarily due to higher federal funds purchased, commercial paper and other short-term borrowings balances, partially offset by lower repurchase agreement balances. Long-term debt was $23.8 billion at March 31, 2014, compared with $20.0 billion at December 31, 2013. The $3.8 billion (18.6 percent) increase was primarily due to the issuances of $3.0 billion of bank notes and $.8 billion of medium-term notes, and a $1.0 billion increase in Federal Home Loan Bank advances, partially offset by $1.0 billion of subordinated note maturities. These increases in borrowings were used to fund the Company’s loan growth and securities purchases. 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 appetite statement and framework for the Company which defines acceptable levels of risk taking, including risk limits, and establishes the governance and oversight activities over risk management and reporting. Compliance with the risk appetite statement is overseen by the Risk Management Committee of the Company’s Board of Directors and managed by the Executive Risk Committee, which is comprised of senior management and led by the Chief Risk Officer. Within this framework, the Company has established quantitative measurements and qualitative considerations for monitoring risk across the Company.

The Company’s most prominent risk exposures are credit, residual value, operational, interest rate, market, liquidity and reputation risk. 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. Residual value risk is the potential reduction in the end-of-term value of leased assets. Operational risk includes risks related to fraud, processing errors, technology, breaches of internal controls and in data security, and business continuation and disaster recovery. Operational risk also includes legal and compliance risks, including risks arising from the failure to adhere to laws, rules, regulations and internal policies and procedures. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates, which can affect the re-pricing of assets and liabilities differently. 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 possible inability to fund obligations to depositors, investors or borrowers. Further, corporate strategic decisions, as well as the risks described above, could give rise to reputation risk. Reputation risk is the risk that negative publicity or press, whether true or not, could result in costly litigation or cause a decline in the Company’s stock value, customer base, funding sources or revenue. 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, 2013, for a detailed discussion of these factors.

 

 

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The Company’s risk management governance approach includes comprehensive board level and management risk committee structures as well as a “three lines of defense” system of checks and balances. Under this system, the first line of defense is responsible for managing the risks it undertakes in accordance with established boundaries such as risk appetite and policy limits. Line of business leaders, along with their Business Line Chief Risk Officers, are responsible for the risk management activities within each business line. The second line of defense, which includes independent risk management and corporate support functions, establishes policies and other requirements and interacts with the Company’s business lines to oversee effective execution. The second line of defense also monitors significant risks on a regular basis, including independent assessments of credit and financial risk processes to ensure the accuracy of loan risk ratings, the quality of underwriting, and to monitor market, interest rate and liquidity risks. The third line of defense, the Company’s internal audit department, engages in independent assessments to provide assurance on the risk management framework.

Under the guidance of the Executive Risk Committee, risk management personnel help promote a culture of compliance through oversight, credible challenge, advice, monitoring, testing and reporting with respect to the Company’s adherence to laws, rules, regulations and internal policies and procedures.

Management provides various risk-related reporting to the Risk Management Committee of the Board of Directors. The Risk Management Committee discusses with management the Company’s risk management performance, covering the status of existing matters, areas of potential future concern, and specific information on certain types of loss events. The discussion also covers quarterly reports by management assessing the Company’s performance relative to the risk appetite statement and the associated risk tolerance 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 risk, which includes losses stemming from events such as fraud, processing errors, or control breaches, 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, the level of allowance coverage relative to similar banking institutions 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 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 all of the Company’s loans that are 90 days or more past due 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

 

 

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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 3 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, 2013, 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.

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, student loans, 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 15-year draw period during which a minimum payment is equivalent to the monthly interest, followed by a 10-year amortization period. A 10-year draw and 20-year amortization product was introduced during 2013 to provide customers the option to repay their outstanding balances over a longer period. At March 31, 2014, substantially all of the Company’s home equity lines were in the draw period. 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 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

 

 

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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, 2014:

 

Residential mortgages

(Dollars in Millions)

  Interest
Only
    Amortizing     Total     Percent
of Total
 

Prime Borrowers

       

Less than or equal to 80%

  $ 2,138      $ 35,042      $ 37,180        85.3

Over 80% through 90%

    408        2,828        3,236        7.4   

Over 90% through 100%

    324        1,036        1,360        3.1   

Over 100%

    458        1,043        1,501        3.5   

No LTV available

           316        316        .7   

Total

  $ 3,328      $ 40,265      $ 43,593        100.0

Sub-Prime Borrowers

       

Less than or equal to 80%

  $ 2      $ 600      $ 602        44.7

Over 80% through 90%

    2        218        220        16.3   

Over 90% through 100%

    1        192        193        14.3   

Over 100%

    4        328        332        24.7   

No LTV available

                           

Total

  $ 9      $ 1,338      $ 1,347        100.0

Other Borrowers

       

Less than or equal to 80%

  $ 10      $ 412      $ 422        47.3

Over 80% through 90%

    1        199        200        22.4   

Over 90% through 100%

    1        91        92        10.3   

Over 100%

    2        177        179        20.0   

No LTV available

                           

Total

  $ 14      $ 879      $ 893        100.0

Loans Purchased From GNMA Mortgage Pools (a)

  $      $ 5,875      $ 5,875        100.0

Total

       

Less than or equal to 80%

  $ 2,150      $ 36,054      $ 38,204        73.9

Over 80% through 90%

    411        3,245        3,656        7.1   

Over 90% through 100%

    326        1,319        1,645        3.2   

Over 100%

    464        1,548        2,012        3.9   

No LTV available

           316        316        .6   

Loans purchased from GNMA mortgage pools (a)

           5,875        5,875        11.3   

Total

  $ 3,351      $ 48,357      $ 51,708        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%

  $ 8,353      $ 715      $ 9,068        62.6

Over 80% through 90%

    2,217        213        2,430        16.7   

Over 90% through 100%

    1,162        124        1,286        8.9   

Over 100%

    1,305        145        1,450        10.0   

No LTV/CLTV available

    210        47        257        1.8   

Total

  $ 13,247      $ 1,244      $ 14,491        100.0

Sub-Prime Borrowers

       

Less than or equal to 80%

  $ 40      $ 29      $ 69        24.6

Over 80% through 90%

    15        21        36        12.9   

Over 90% through 100%

    12        33        45        16.1   

Over 100%

    27        99        126        45.0   

No LTV/CLTV available

           4        4        1.4   

Total

  $ 94      $ 186      $ 280        100.0

Other Borrowers

       

Less than or equal to 80%

  $ 352      $ 11      $ 363        74.1

Over 80% through 90%

    78        5        83        16.9   

Over 90% through 100%

    18        2        20        4.1   

Over 100%

    17        3        20        4.1   

No LTV/CLTV available

    4               4        .8   

Total

  $ 469      $ 21      $ 490        100.0

Total

       

Less than or equal to 80%

  $ 8,745      $ 755      $ 9,500        62.2

Over 80% through 90%

    2,310        239        2,549        16.7   

Over 90% through 100%

    1,192        159        1,351        8.9   

Over 100%

    1,349        247        1,596        10.5   

No LTV/CLTV available

    214        51        265        1.7   

Total

  $ 13,810      $ 1,451      $ 15,261        100.0

At March 31, 2014, approximately $1.3 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, compared with $1.4 billion at December 31, 2013. In addition to residential mortgages, at March 31, 2014, $.3 billion of home equity and second mortgage loans were to customers that may be defined as sub-prime borrowers, unchanged from December 31, 2013. 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 .4 percent of total assets at March 31, 2014, compared with .5 percent at December 31, 2013. 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

 

 

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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 $957 million in loans with negative-amortization payment options at March 31, 2014, compared with $986 million at December 31, 2013. 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 $15.3 billion at March 31, 2014, compared with $15.4 billion at December 31, 2013, and included $4.8 billion of home equity lines in a first lien position and $10.5 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, 2014, included approximately $3.9 billion of loans and lines for which the Company also serviced the related first lien loan, and approximately $6.6 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, 2014:

 

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

Total

   $ 3,905      $ 6,637      $ 10,542   

Percent 30–89 days past due

     .41     .72     .60

Percent 90 days or more past due

     .16     .22     .20

Weighted-average CLTV

     78     75     76

Weighted-average credit score

     748        742        744   

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,
2014
    December 31,
2013
 

Commercial

    

Commercial

     .07     .08

Lease financing

              

Total commercial

     .06        .08   

Commercial Real Estate

    

Commercial mortgages

            .02   

Construction and development

     .29        .30   

Total commercial real estate

     .06        .07   

Residential Mortgages (a)

     .64        .65   

Credit Card

     1.21        1.17   

Other Retail

    

Retail leasing

     .02          

Other

     .20        .21   

Total other retail (b)

     .18        .18   

Total loans, excluding covered loans

     .30        .31   

Covered Loans

     5.83        5.63   

Total loans

     .49     .51

 

90 days or more past due including nonperforming loans    March 31,
2014
    December 31,
2013
 

Commercial

     .32     .27

Commercial real estate

     .73        .83   

Residential mortgages (a)

     2.14        2.16   

Credit card

     1.59        1.60   

Other retail (b)

     .58        .58   

Total loans, excluding covered loans

     .95        .97   

Covered loans

     7.46        7.13   

Total loans

     1.17     1.19

 

(a) Delinquent loan ratios exclude $3.6 billion at March 31, 2014, and $3.7 billion at December 31, 2013, 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 9.08 percent at March 31, 2014, and 9.34 percent at December 31, 2013.
(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 ..92 percent at March 31, 2014, and .93 percent at December 31, 2013.

 

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 $1.2 billion (approximately $.7 billion excluding covered loans) at March 31, 2014 and December 31, 2013. 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 .49 percent (.30 percent excluding covered loans) at March 31, 2014, compared with .51 percent (.31 percent excluding covered loans) at December 31, 2013.

 

 

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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,
2014
     December 31,
2013
     March 31,
2014
    December 31,
2013
 

Residential Mortgages (a)

          

30-89 days

   $ 306       $ 358         .59     .70

90 days or more

     331         333         .64        .65   

Nonperforming

     777         770         1.50        1.51   

Total

   $ 1,414       $ 1,461         2.73     2.86

Credit Card

          

30-89 days

   $ 203       $ 226         1.19     1.25

90 days or more

     208         210         1.21        1.17   

Nonperforming

     65         78         .38        .43   

Total

   $ 476       $ 514         2.78     2.85

Other Retail

          

Retail Leasing

          

30-89 days

   $ 10       $ 11         .16     .18

90 days or more

     1                 .02          

Nonperforming

     1         1         .02        .02   

Total

   $ 12       $ 12         .20     .20

Home Equity and Second Mortgages

          

30-89 days

   $ 87       $ 102         .57     .66

90 days or more

     50         49         .33        .32   

Nonperforming

     167         167         1.09        1.08   

Total

   $ 304       $ 318         1.99     2.06

Other (b)

          

30-89 days

   $ 105       $ 132         .40     .50

90 days or more

     35         37         .13        .14   

Nonperforming

     20         23         .08        .09   

Total

   $ 160       $ 192         .61     .73

 

(a) Excludes $417 million of loans 30-89 days past due and $3.6 billion of loans 90 days or more past due at March 31, 2014, purchased from GNMA mortgage pools that continue to accrue interest, compared with $440 million and $3.7 billion at December 31, 2013, 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,
2014
    December 31,
2013
 

Prime Borrowers

    

30-89 days

     .49     .55

90 days or more

     .54        .55   

Nonperforming

     1.30        1.31   

Total

     2.33     2.41

Sub-Prime Borrowers

    

30-89 days

     6.09     7.60

90 days or more

     5.86        6.02   

Nonperforming

     14.11        13.19   

Total

     26.06     26.81

Other Borrowers

    

30-89 days

     1.35     1.65

90 days or more

     1.90        1.43   

Nonperforming

     2.13        2.09   

Total

     5.38     5.17

 

(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.

 

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Home equity and second mortgages    March 31,
2014
    December 31,
2013
 

Prime Borrowers

    

30-89 days

     .50     .57

90 days or more

     .28        .27   

Nonperforming

     .99        .98   

Total

     1.77     1.82

Sub-Prime Borrowers

    

30-89 days

     3.93     4.39

90 days or more

     1.79        2.03   

Nonperforming

     4.64        4.73   

Total

     10.36     11.15

Other Borrowers

    

30-89 days

     .82     1.24

90 days or more

     .82        .62   

Nonperforming

     2.03        1.86   

Total

     3.67     3.72

 

The following table provides summary delinquency information for covered loans:

 

     Amount     

As a Percent of Ending

Loan Balances

 
(Dollars in Millions)    March 31,
2014
     December 31,
2013
     March 31,
2014
    December 31,
2013
 

30-89 days

   $ 156       $ 166         1.92     1.96

90 days or more

     472         476         5.83        5.63   

Nonperforming

     132         127         1.63        1.50   

Total

   $ 760       $ 769         9.38     9.09

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. At March 31, 2014, performing TDRs were $6.0 billion, unchanged from December 31, 2013. 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.

Credit card and other retail loan modifications are generally part of distinct restructuring programs. The Company offers a workout program providing customers modification solutions over a specified time period, generally up to 60 months. The Company also provides modification programs to qualifying customers

 

 

U. S. Bancorp    15


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experiencing a temporary financial hardship in which reductions are made to monthly required minimum payments for up to 12 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.

 

 

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, 2014

(Dollars in Millions)

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

Commercial

   $ 264         1.9     1.3   $ 104 (a)    $ 368   

Commercial real estate

     359         .8        2.5        128 (b)      487   

Residential mortgages

     1,962         6.0        8.0        464        2,426 (d) 

Credit card

     224         8.5        6.9        65 (c)      289   

Other retail

     197         5.4        4.4        66 (c)      263 (e) 

TDRs, excluding GNMA and covered loans

     3,006         5.1        6.4        827        3,833   

Loans purchased from GNMA mortgage pools

     2,716         7.7        61.7               2,716 (f) 

Covered loans

     287         .3        1.2        67        354   

Total

   $ 6,009         6.1     31.1   $ 894      $ 6,903   

 

(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 $293 million of residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $135 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(e) Includes $146 million of other retail loans to borrowers that have had debt discharged through bankruptcy and $3 million in trial period arrangements or previously placed in trial period arrangements but not successfully completed.
(f) Includes $491 million of Federal Housing Administration and Department of Veterans Affairs residential mortgage loans to borrowers that have had debt discharged through bankruptcy and $991 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, 2014.

 

 

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Table 6

  Nonperforming Assets (a)

 

(Dollars in Millions)    March 31,
2014
    December 31,
2013
 

Commercial

    

Commercial

   $ 174      $ 122   

Lease financing

     14        12   

Total commercial

     188        134   

Commercial Real Estate

    

Commercial mortgages

     156        182   

Construction and development

     113        121   

Total commercial real estate

     269        303   

Residential Mortgages (b)

     777        770   

Credit Card

     65        78   

Other Retail

    

Retail leasing

     1        1   

Other

     187        190   

Total other retail

     188        191   

Total nonperforming loans, excluding covered loans

     1,487        1,476   

Covered Loans

     132        127   

Total nonperforming loans

     1,619        1,603   

Other Real Estate (c)(d)

     296        327   

Covered Other Real Estate (d)

     73        97   

Other Assets

     11        10   

Total nonperforming assets

   $ 1,999      $ 2,037   

Total nonperforming assets, excluding covered assets

   $ 1,794      $ 1,813   

Excluding covered assets

    

Accruing loans 90 days or more past due (b)

   $ 695      $ 713   

Nonperforming loans to total loans

     .65     .65

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

     .78     .80

Including covered assets

    

Accruing loans 90 days or more past due (b)

   $ 1,167      $ 1,189   

Nonperforming loans to total loans

     .68     .68

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

     .84     .86

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, 2013

   $ 494      $ 1,319      $ 224      $ 2,037   

Additions to nonperforming assets

        

New nonaccrual loans and foreclosed properties

     136        172        18        326   

Advances on loans

     13                      13   

Total additions

     149        172        18        339   

Reductions in nonperforming assets

        

Paydowns, payoffs

     (42     (69     (17     (128

Net sales

     (43     (30     (19     (92

Return to performing status

     (9     (53     (1     (63

Charge-offs (e)

     (47     (47            (94

Total reductions

     (141     (199     (37     (377

Net additions to (reductions in) nonperforming assets

     8        (27     (19     (38

Balance March 31, 2014

   $ 502      $ 1,292      $ 205      $ 1,999   

 

(a) Throughout this document, nonperforming assets and related ratios do not include accruing loans 90 days or more past due.
(b) Excludes $3.6 billion and $3.7 billion at March 31, 2014, and December 31, 2013, 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 $540 million and $527 million at March 31, 2014, and December 31, 2013, 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.

 

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

 

 

U. S. Bancorp    17


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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, 2014, total nonperforming assets were $2.0 billion, essentially unchanged from December 31, 2013. Excluding covered assets, nonperforming assets were $1.8 billion at March 31, 2014, representing a $19 million (1.0 percent) decrease from December 31, 2013. The decrease in nonperforming assets, excluding covered assets, was primarily driven by reductions in the commercial mortgage portfolio, as well as by improvement in construction and development and credit card loans. Nonperforming covered assets at March 31, 2014, were $205 million, compared with $224 million at December 31, 2013. These assets are covered by loss sharing agreements with the FDIC that substantially reduce the risk of credit losses to the Company. The ratio of total nonperforming assets to total loans and other real estate was .84 percent (.78 percent excluding covered assets) at March 31, 2014, compared with .86 percent (.80 percent excluding covered assets) at December 31, 2013. Given the current economic conditions, the Company expects total nonperforming assets to remain relatively stable in the second quarter of 2014.

Other real estate owned, excluding covered assets, was $296 million at March 31, 2014, compared with $327 million at December 31, 2013, 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,
2014
    December 31,
2013
    March 31,
2014
    December 31,
2013
 

Residential

         

Florida

  $ 20      $ 17        1.19     1.03

Minnesota

    17        15        .27        .24   

California

    15        15        .12        .13   

Washington

    14        16        .35        .40   

Ohio

    14        17        .44        .52   

All other states

    170        186        .43        .47   

Total residential

    250        266        .37        .40   

Commercial

         

California

    10        14        .06        .08   

Tennessee

    5        5        .22        .25   

Missouri

    4        14        .09        .30   

Indiana

    3               .26          

Oregon

    3        3        .07        .07   

All other states

    21        25        .03        .03   

Total commercial

    46        61        .04        .06   

Total

  $ 296      $ 327        .13     .14

Analysis of Loan Net Charge-Offs Total loan net charge-offs were $341 million for the first quarter of 2014, compared with $433 million for the first quarter of 2013. The ratio of total loan net charge-offs to average loans outstanding on an annualized basis for the first quarter of 2014 was .59 percent, compared with .79 percent for the first quarter of 2013. The decrease in total net charge-offs for the first quarter of 2014, compared with the first quarter of 2013, was due to improvements in the commercial real estate, residential mortgages and home equity and second mortgages portfolios, due to improvement in the economy. Given expected economic conditions, the Company’s expectations about nonperforming assets and other portfolio characteristics, and the impact of loan portfolio growth, in the second quarter of 2014 the Company expects the level of net charge-offs to remain relatively stable and provision for credit losses to increase modestly.

Commercial and commercial real estate loan net charge-offs for the first quarter of 2014 were $33 million (.12 percent of average loans outstanding on an annualized basis), compared with $54 million (.21 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. The decrease reflected the improvement in economic conditions.

 

 

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Table 7

  Net Charge-Offs as a Percent of Average Loans Outstanding

 

     Three Months Ended
March 31,
 
      2014     2013  

Commercial

    

Commercial

             .21     .22

Lease financing

     .16        .23   

Total commercial

     .21        .22   

Commercial Real Estate

    

Commercial mortgages

     (.01     .20   

Construction and development

     (.10     .26   

Total commercial real estate

     (.03     .21   

Residential Mortgages

     .45        .83   

Credit Card (a)

     3.96        3.93   

Other Retail

    

Retail leasing

            .07   

Home equity and second mortgages

     .82        1.80   

Other

     .69        .83   

Total other retail

     .65        1.08   

Total loans, excluding covered loans

     .60        .83   

Covered Loans

     .24        .04   

Total loans

             .59     .79

 

(a) Net charge-offs as a percent of average loans outstanding, excluding portfolio purchases where the acquired loans were recorded at fair value at the purchase date, were 3.96 percent and 4.00 percent for the three months ended March 31, 2014 and 2013, respectively.

 

Residential mortgage loan net charge-offs for the first quarter of 2014 were $57 million (.45 percent of average loans outstanding on an annualized basis), compared with $92 million (.83 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. Credit card loan net charge-offs for the first quarter of 2014 were $170 million (3.96 percent of average loans outstanding on an annualized basis), compared with $160 million (3.93 percent of average loans outstanding on an annualized basis) for the first

quarter of 2013. Other retail loan net charge-offs for the first quarter of 2014 were $76 million (.65 percent of average loans outstanding on an annualized basis), compared with $126 million (1.08 percent of average loans outstanding on an annualized basis) for the first quarter of 2013. The decrease in total residential mortgage, credit card and other retail loan net charge-offs for the first quarter of 2014, compared with the first quarter of 2013, 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)    2014      2013      2014     2013  

Residential Mortgages

            

Prime borrowers

   $ 43,503       $ 37,309         .36     .68

Sub-prime borrowers

     1,360         1,554         5.07        6.79   

Other borrowers

     901         845         .45        1.44   

Loans purchased from GNMA mortgage pools (a)

     5,820         5,401                  

Total

   $ 51,584       $ 45,109         .45     .83

Home Equity and Second Mortgages

            

Prime borrowers

   $ 14,605       $ 15,650         .75     1.61

Sub-prime borrowers

     273         354         4.46        8.02   

Other borrowers

     488         430         .83        3.77   

Total

   $ 15,366       $ 16,434         .82     1.80

 

(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.

 

U. S. Bancorp    19


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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 13-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 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, 2014, the Company serviced the first lien on 37 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 $402 million or 2.6 percent of the total home equity portfolio at March 31, 2014, 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 1.3 percent for the twelve months ended March 31, 2014), 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.

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.

 

 

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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 the present value of 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. Refer to Note 3 of the Notes to Consolidated Financial Statements, for more information.

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 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 and Determination of the Allowance for Credit Losses” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, for further discussion on the analysis and determination of the allowance for credit losses.

The allowance for credit losses was $4.5 billion at March 31, 2014 and December 31, 2013 (1.89 percent of total loans and 1.90 percent of loans excluding covered loans at March 31, 2014 and 1.93 percent of total loans and 1.94 percent of loans excluding covered loans at December 31, 2013.) The ratio of the allowance for credit losses to nonperforming loans was 278 percent (293 percent excluding covered loans) at March 31, 2014, compared with 283 percent (297 percent excluding covered loans) at December 31, 2013. The ratio of the allowance for credit losses to annualized loan net charge-offs was 325 percent at March 31, 2014, compared with 310 percent of full year 2013 net charge-offs at December 31, 2013, 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)    2014     2013  

Balance at beginning of period

   $ 4,537      $ 4,733   

Charge-Offs

    

Commercial

    

Commercial

     57        47   

Lease financing

     6        9   

Total commercial

     63        56   

Commercial real estate

    

Commercial mortgages

     7        29   

Construction and development

     1        14   

Total commercial real estate

     8        43   

Residential mortgages

     61        100   

Credit card

     184        193   

Other retail

    

Retail leasing

     1        2   

Home equity and second mortgages

     36        79   

Other

     63        75   

Total other retail

     100        156   

Covered loans (a)

     6        1   

Total charge-offs

     422        549   

Recoveries

    

Commercial

    

Commercial

     23        15   

Lease financing

     4        6   

Total commercial

     27        21   

Commercial real estate

    

Commercial mortgages

     8        14   

Construction and development

     3        10   

Total commercial real estate

     11        24   

Residential mortgages

     4        8   

Credit card

     14        33   

Other retail

    

Retail leasing

     1        1   

Home equity and second mortgages

     5        6   

Other

     18        23   

Total other retail

     24        30   

Covered loans (a)

     1          

Total recoveries

     81        116   

Net Charge-Offs

    

Commercial

    

Commercial

     34        32   

Lease financing

     2        3   

Total commercial

     36        35   

Commercial real estate

    

Commercial mortgages

     (1     15   

Construction and development

     (2     4   

Total commercial real estate

     (3     19   

Residential mortgages

     57        92   

Credit card

     170        160   

Other retail

    

Retail leasing

            1   

Home equity and second mortgages

     31        73   

Other

     45        52   

Total other retail

     76        126   

Covered loans (a)

     5        1   

Total net charge-offs

     341        433   

Provision for credit losses

     306        403   
Other changes (b)      (5     5   
Balance at end of period (c)    $ 4,497      $ 4,708   

Components

    

Allowance for loan losses

   $ 4,189      $ 4,390   

Liability for unfunded credit commitments

     308        318   

Total allowance for credit losses

   $ 4,497      $ 4,708   

Allowance for Credit Losses as a Percentage of

    

Period-end loans, excluding covered loans

     1.90     2.11

Nonperforming loans, excluding covered loans

     293        274   

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

     200        200   

Nonperforming assets, excluding covered assets

     243        221   

Annualized net charge-offs, excluding covered loans

     320        256   

Period-end loans

     1.89     2.11

Nonperforming loans

     278        255   

Nonperforming and accruing loans 90 days or more past due

     161        156   

Nonperforming assets

     225        196   

Annualized net charge-offs

     325        268   

 

(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.
(c) At March 31, 2014 and 2013, $1.7 billion 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, 2014, no significant change in the amount of residual values or concentration of the portfolios had occurred since December 31, 2013. 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, 2013, 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. Business managers maintain a system of controls with the objective of providing proper transaction authorization and execution, proper system operations, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data. Business line managers ensure the controls are appropriate and are implemented as designed. The Company’s internal audit function validates the system of internal controls through regular and ongoing risk-based audit procedures and reports on the effectiveness of internal controls to executive management and the Audit Committee of the Board of Directors. Business managers are also required to report on their business line’s management of operational risk. Business managers are responsible for resolving escalated matters, and keeping the Company’s operating, executive, and Board committees informed of the status of such matters. In addition, the Company’s enterprise risk management personnel are also expected to promptly escalate known instances where a risk limit has been exceeded. 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, 2013, for further discussion on operational 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 minimize the volatility of 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. The table below 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, 2014, and December 31, 2013, 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, 2013, 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

 

 

Sensitivity of Net Interest Income

 

     March 31, 2014      December 31, 2013  
     

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

     *         1.21%         *         1.75%           *         1.07%         *         1.53%   
                                                                         

 

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

 

U. S. Bancorp    23


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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 4.2 percent decrease in the market value of equity at March 31, 2014, compared with a 5.1 percent decrease at December 31, 2013. A 200 bps decrease, where possible given current rates, would have resulted in a 2.5 percent decrease in the market value of equity at March 31, 2014, compared with a .8 percent decrease at December 31, 2013. 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, 2013, for further discussion on market value of equity modeling.

Use of Derivatives to Manage Interest Rate and Other Risks To reduce the sensitivity of earnings 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.

To manage these risks, the Company may enter into exchange-traded, centrally cleared and over-the-counter derivative contracts, including interest rate swaps, swaptions, futures, forwards and options. 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 historically has minimized the market and liquidity risks of customer-related positions by entering into similar offsetting positions with broker-dealers. In 2014, the Company began to actively manage the risks from its exposure to customer-related interest rate positions 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, 2014, the Company had $4.5 billion of forward commitments to sell, hedging $1.5 billion of mortgage loans held for sale and $3.8 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 agreements, and, where possible by requiring collateral agreements. 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 clearing houses to further mitigate counterparty credit risk.

For additional information on derivatives and hedging activities, refer to Notes 11 and 12 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

 

 

24    U. S. Bancorp


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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 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 VaR amounts for the Company’s trading positions were as follows:

 

Three Months Ended March 31

(Dollars in Millions)

   2014      2013  

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, 2014 and 2013. 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 Stressed VaR amounts for the Company’s trading positions were as follows:

 

Three Months Ended March 31

(Dollars in Millions)

   2014      2013  

Average

   $ 4       $ 3   

High

     6         8   

Low

     2         2   

Period-end

     3         4   
                   

Valuations of positions in the client derivatives and foreign currency transaction businesses are based on quotes from third parties, which are generally compared with an additional third party quote to determine if there are significant differences. Significant differences 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 material variances approved by the Company’s market risk management and credit administration departments.

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 residential mortgage loans held for sale and related hedges. A seven-year look-back period is used to obtain past market data for the MSRs and related hedges.

The average, high and low VaR amounts for 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)

   2014      2013  

Residential Mortgage Loans Held For Sale and Related Hedges

     

Average

   $ 1       $ 2   

High

     1         4   

Low

             1   

Mortgage Servicing Rights and Related Hedges

     

Average

   $ 3       $ 3   

High

     7         6   

Low

     2         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 its daily funding needs and to address expected and

 

 

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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 Risk Management Committee of the Company’s Board of Directors oversees the Company’s liquidity risk management process, and approves the Company’s liquidity policy and contingency funding plan. The ALCO reviews and approves 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 contingency plans 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, 2014, the fair value of unencumbered available-for-sale and held-to-maturity investment securities totaled $71.1 billion, compared with $61.7 billion at December 31, 2013. 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, 2014, the Company could have borrowed an additional $70.9 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 $260.6 billion at March 31, 2014, compared with $262.1 billion at December 31, 2013. 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 $23.8 billion at March 31, 2014, and is an important funding source because of its multi-year borrowing structure. Short-term borrowings were $30.8 billion at

March 31, 2014, 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 and 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, 2014, parent company long-term debt outstanding was $12.2 billion, compared with $11.4 billion at December 31, 2013. The $.8 billion increase was due to the issuance of medium-term notes. As of March 31, 2014, there was $1.5 billion of parent company debt scheduled to mature in the remainder of 2014.

In 2010, the Basel Committee on Banking Supervision issued Basel III, a global regulatory framework proposed to enhance international capital and liquidity standards. In 2013, U.S. banking regulators released a proposed regulatory requirement for U.S. banks which would implement a Liquidity Coverage Ratio (“LCR”) similar to the measure proposed by the Basel Committee as part of Basel III. The LCR requires that banks maintain an adequate level of unencumbered high quality liquid assets to meet estimated liquidity needs over a 30-day stressed period. The Company continues to evaluate the impact of the proposed rule and expects to meet the final standards within the regulatory timelines.

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, 2013, 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, 2014, the Company had investments in perpetual preferred stock issued by European banks with an amortized cost totaling $70 million and unrealized losses totaling $6 million, compared with an amortized cost totaling $70 million

 

 

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and unrealized losses totaling $7 million, at December 31, 2013. The Company also transacts with various European banks as counterparties to interest rate, mortgage-related and foreign currency derivatives for its hedging and customer-related activities; however, none of these banks are domiciled in the countries 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, 2014, the Company was in a net receivable position with four banks in the United Kingdom, one bank in Germany and one bank in Switzerland, totaling $14 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 an economic downturn 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, 2014, the Company had an aggregate amount on deposit with European banks of approximately $436 million.

The money market funds managed by a subsidiary of the Company do not have any investments in European sovereign debt, other than approximately $438 million at March 31, 2014 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 14 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 4 of the Notes to Consolidated Financial Statements for further information related to the Company’s interests in variable interest entities.

 

 

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Table 9

  Regulatory Capital Ratios

 

(Dollars in Millions)    March 31,
2014
    December 31,
2013
 

Common equity tier 1 capital (a)

   $ 29,463     

Tier 1 capital

     34,627      $ 33,386   

Total risk-based capital

     40,741        39,340   

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

     9.7  

Tier 1 capital as a percent of risk-weighted assets

     11.4        11.2

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

     9.7        9.6   

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

     13.5        13.2   

Risk-weighted assets

   $ 302,841      $ 297,919   

 

Note: March 31, 2014 amounts calculated under the Basel III transitional standardized approach, December 31, 2013 amounts calculated under Basel I.
(a) Beginning January 1, 2014, the regulatory capital requirements effective for the Company include a common equity tier 1 capital as a percent of risk-weighted assets ratio.

 

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. As of December 31, 2013, the regulatory capital requirements effective for the Company followed the Capital Accord of the Basel Committee on Banking Supervision (“Basel I”). During 2013, U.S. banking regulators approved final regulatory capital rule changes, which implemented aspects of Basel III and the Dodd-Frank Wall Street Reform and Consumer Protection Act, such as redefining the regulatory capital elements and minimum capital ratios, introducing regulatory capital buffers above those minimums, revising rules for calculating risk-weighted assets and introducing a new common equity tier 1 capital ratio. 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 next four years to full implementation by January 1, 2018. Table 9 provides a summary of statutory regulatory capital ratios in effect for the Company at March 31, 2014 and December 31, 2013. All regulatory ratios exceeded regulatory “well-capitalized” requirements.

Total U.S. Bancorp shareholders’ equity was $42.1 billion at March 31, 2014, compared with $41.1 billion at December 31, 2013. 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 tangible common equity, as a percent of tangible assets

and as a percent of risk-weighted assets, were 7.8 percent and 9.3 percent, respectively, at March 31, 2014, compared with 7.7 percent and 9.1 percent, respectively, at December 31, 2013. The Company’s common equity tier 1 to risk-weighted assets ratio using the Basel III standardized approach as if fully implemented was 9.0 percent at March 31, 2014, compared with 8.8 percent at December 31, 2013. Refer to “Non-GAAP Financial Measures” for further information regarding the calculation of these ratios.

On March 14, 2013, the Company announced its Board of Directors had approved a one-year authorization to repurchase up to $2.25 billion of its common stock, from April 1, 2013 through March 31, 2014. On March 26, 2014, the Company announced its Board of Directors had approved a one-year authorization to repurchase up to $2.3 billion of its common stock, from April 1, 2014 through March 31, 2015.

The following table provides a detailed analysis of all shares purchased by the Company or any affiliated purchaser during the first quarter of 2014:

 

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

    5,901,469 (c)    $ 40.72        5,801,469      $ 252   

February

    5,083,416 (d)      39.99        4,983,416        52   

March

    1,107,136        41.95        1,107,136          

Total

    12,092,021 (e)    $ 40.53        11,892,021      $   

 

(a) All shares were purchased under the stock repurchase program announced on March 14, 2013.
(b) The dollar value of shares subject to the stock repurchase program announced on March 26, 2014 are not reflected in this column.
(c) Includes 100,000 shares of common stock purchased, at an average price per share of $39.82, 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 100,000 shares of common stock purchased, at an average price per share of $38.99, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.
(e) Includes 200,000 shares of common stock purchased, at an average price per share of $39.41, in open-market transactions by U.S. Bank National Association in its capacity as trustee of the Company’s 401(k) Plan.
 

 

28    U. S. Bancorp


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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,  2013, 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, 2013, 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 2014, certain organization and methodology changes were made and, accordingly, 2013 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 $288 million of the Company’s net income in the first quarter of 2014, or a decrease of $31 million (9.7 percent), compared with the first quarter of 2013. The decrease was primarily driven by lower net revenue and a higher provision for credit losses, partially offset by a reduction in noninterest expense.

Net revenue decreased $38 million (4.9 percent) in the first quarter of 2014, compared with the first quarter

of 2013. Net interest income, on a taxable-equivalent basis, decreased $4 million (.8 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease was primarily driven by lower rates on loans and the impact of lower rates on the margin benefit from deposits, partially offset by higher average loan balances. Noninterest income decreased $34 million (12.1 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by lower wholesale transaction activity and other loan-related fees. In addition, there was a year-over-year decline in equity investment revenue.

Noninterest expense decreased $6 million (1.9 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to lower costs related to other real estate owned. The provision for credit losses increased $18 million in the first quarter of 2014, compared with the first quarter of 2013, primarily due to an unfavorable change in the reserve allocation due to loan growth, partially offset by lower net charge-offs. Nonperforming assets were $313 million at March 31, 2014, $298 million at December 31, 2013, and $431 million at March 31, 2013. Nonperforming assets as a percentage of period-end loans were .41 percent at March 31, 2014, .40 percent at December 31, 2013, and .63 percent at March 31, 2013. 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, in-store banking, small business banking, consumer lending, mortgage banking, workplace banking, student banking and 24-hour banking. Consumer and Small Business Banking contributed $291 million of the Company’s net income in the first quarter of 2014, or a decrease of $77 million (20.9 percent), compared with the first quarter of 2013. The decrease was due to lower net revenue, partially offset by a lower provision for credit losses and lower noninterest expense. Within Consumer and Small Business Banking, the retail banking division contributed $171 million of the total net income in the first quarter of 2014, or an increase of $12 million (7.5 percent) from the first quarter of 2013. Mortgage banking contributed $120 million of Consumer and Small Business Banking’s net income in the first quarter of 2014, or a decrease of $89 million (42.6 percent) from

 

 

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Table 10

  Line of Business Financial Performance

 

   

Wholesale Banking and

Commercial Real Estate

    

Consumer and Small

Business Banking

 

Three Months Ended March 31

(Dollars in Millions)

  2014     2013     Percent
Change
     2014      2013      Percent
Change
 

Condensed Income Statement

                  

Net interest income (taxable-equivalent basis)

  $ 490      $ 494        (.8 )%     $ 1,090       $ 1,163         (6.3 )% 

Noninterest income

    246        280        (12.1      625         787         (20.6

Securities gains (losses), net

                                            

Total net revenue

    736        774        (4.9      1,715         1,950         (12.1

Noninterest expense

    301        306        (1.6      1,116         1,132         (1.4

Other intangibles

    1        2        (50.0      8         11         (27.3

Total noninterest expense

    302        308        (1.9      1,124         1,143         (1.7

Income before provision and income taxes

    434        466        (6.9      591         807         (26.8

Provision for credit losses

    (18     (36     50.0         133         228         (41.7

Income before income taxes

    452        502        (10.0      458         579         (20.9

Income taxes and taxable-equivalent adjustment

    164        183        (10.4      167         211         (20.9

Net income

    288        319        (9.7      291         368         (20.9

Net (income) loss attributable to noncontrolling interests

                                            

Net income attributable to U.S. Bancorp

  $ 288      $ 319        (9.7    $ 291       $ 368         (20.9

Average Balance Sheet

                  

Commercial

  $ 54,491      $ 49,133        10.9    $ 8,333       $ 8,499         (2.0 )%  

Commercial real estate

    20,566        18,988        8.3         18,623         17,463         6.6   

Residential mortgages

    22        29        (24.1      50,296         44,499         13.0   

Credit card

                                            

Other retail

    4        8        (50.0      45,484         44,922         1.3   

Total loans, excluding covered loans

    75,083        68,158        10.2         122,736         115,383         6.4   

Covered loans

    245        466        (47.4      6,048         6,928         (12.7

Total loans

    75,328        68,624        9.8         128,784         122,311         5.3   

Goodwill

    1,604        1,604                3,515         3,515           

Other intangible assets

    21        27        (22.2      2,741         2,015         36.0   

Assets

    82,249        74,720        10.1         141,694         140,229         1.0   

Noninterest-bearing deposits

    32,218        29,908        7.7         21,945         21,352         2.8   

Interest checking

    10,472        10,886        (3.8      34,851         32,386         7.6   

Savings products

    17,128        11,902        43.9         48,060         45,570         5.5   

Time deposits

    18,385        16,472        11.6         18,708         22,444         (16.6

Total deposits

    78,203        69,168        13.1         123,564         121,752         1.5   

Total U.S. Bancorp shareholders’ equity

    7,527        7,150        5.3         11,569         12,040         (3.9

 

* Not meaningful

the first quarter of 2013, reflecting lower mortgage banking activity in 2014.

Net revenue decreased $235 million (12.1 percent) in the first quarter of 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, decreased $73 million (6.3 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease in net interest income was primarily due to lower rates on loans, the impact of lower rates on the margin benefit from deposits and lower average loans held for sale balances, partially offset by higher average loan and deposit balances. Noninterest income decreased $162 million (20.6 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily the result of lower mortgage origination and sales revenue, as well as lower ATM processing services and commercial products revenue. These decreases were partially offset by higher

deposit service charges, the result of increased monthly account fees, and higher retail lease revenue.

Noninterest expense decreased $19 million (1.7 percent) in the first quarter of 2014, compared with the first quarter of 2013. The decrease reflected lower compensation and employee benefits expense, and a reduction in mortgage servicing review-related professional services costs. The provision for credit losses decreased $95 million (41.7 percent) in the first quarter of 2014, compared with the first quarter of 2013. 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 .46 percent in the first quarter of 2014, compared with .72 percent in the first quarter of 2013. Nonperforming assets were $1.4 billion at March 31, 2014, $1.4 billion at December 31, 2013, and $1.5 billion at March 31, 2013. Nonperforming assets as

 

 

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Wealth Management and

Securities Services

    

Payment

Services

    

Treasury and

Corporate Support

    

Consolidated

Company

 
2014     2013      Percent
Change
     2014     2013     Percent
Change
     2014     2013      Percent
Change
     2014     2013      Percent
Change
 
                                   
$ 83      $ 88         (5.7 )%     $ 414      $ 388        6.7    $ 629      $ 576         9.2    $ 2,706      $ 2,709         (.1 )% 
  330        294         12.2         775        747        3.7         127        52         *         2,103        2,160         (2.6
                                               5        5                 5        5           
  413        382         8.1         1,189        1,135        4.8         761        633         20.2         4,814        4,874         (1.2
  332        320         3.8         577        551        4.7         169        104         62.5         2,495        2,413         3.4   
  9        9                 31        35        (11.4                             49        57         (14.0
  341        329         3.6         608        586        3.8         169        104         62.5         2,544        2,470         3.0   
  72        53         35.8         581        549        5.8         592        529         11.9         2,270        2,404         (5.6
  (4             *         201        205        (2.0      (6     6         *         306        403         (24.1
  76        53         43.4         380        344        10.5         598        523         14.3         1,964        2,001         (1.8
  28        19         47.4         138        125        10.4         55        76         (27.6      552        614         (10.1
  48        34         41.2         242        219        10.5         543        447         21.5         1,412        1,387         1.8   
                         (9     (9             (6     50         *         (15     41         *   
$ 48      $ 34         41.2       $ 233      $ 210        11.0       $ 537      $ 497         8.0       $ 1,397      $ 1,428         (2.2
                                   
$ 1,842      $ 1,617         13.9    $ 5,997      $ 5,860        2.3    $ 171      $ 190         (10.0 )%     $ 70,834      $ 65,299         8.5
  616        655         (6.0                            245        112         *         40,050        37,218         7.6   
  1,265        580         *                               1        1                 51,584        45,109         14.4   
                         17,407        16,528        5.3                                17,407        16,528         5.3   
  1,472        1,553         (5.2      697        763        (8.7                             47,657        47,246         .9   
  5,195        4,405         17.9         24,101        23,151        4.1         417        303         37.6         227,532        211,400         7.6   
  7        9         (22.2      5        5                2,022        3,613         (44.0      8,327        11,021         (24.4
  5,202        4,414         17.9         24,106        23,156        4.1         2,439        3,916         (37.7      235,859        222,421         6.0   
  1,565        1,528         2.4         2,519        2,508        .4                                9,203        9,155         .5   
  171        182         (6.0      507        612        (17.2      1        2         (50.0      3,441        2,838         21.2   
  8,217        7,286         12.8         30,372        29,444        3.2         101,780        99,708         2.1         364,312        351,387         3.7   
  14,713        14,106         4.3         698        692        .9         1,250        342         *         70,824        66,400         6.7   
  5,441        4,701         15.7         540        430        25.6         1        1                 51,305        48,404         6.0   
  27,084        26,890         .7         70        47        48.9         102        96         6.3         92,444        84,505         9.4   
  4,165        5,961         (30.1                            1,648        832         98.1         42,906        45,709         (6.1
  51,403        51,658         (.5      1,308        1,169        11.9         3,001        1,271         *         257,479        245,018         5.1   
  2,296        2,359         (2.7      5,669        5,961        (4.9      14,700        11,667         26.0         41,761        39,177         6.6   

a percentage of period-end loans were 1.09 percent at March 31, 2014, 1.12 percent at December 31, 2013, and 1.18 percent at March 31, 2013. 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 $48 million of the Company’s net income in the first quarter of 2014, or an increase of $14 million (41.2 percent), compared with the first quarter of 2013. The increase was primarily due

to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $31 million (8.1 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by a $36 million (12.2 percent) increase in noninterest income, reflecting the impact of account growth, improved market conditions, business expansion and higher investment product fees. Net interest income, on a taxable-equivalent basis, decreased $5 million (5.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally due to the impact of lower rates on the margin benefit from deposits, partially offset by higher average loan balances.

Noninterest expense increased $12 million (3.6 percent) in the first quarter of 2014, compared with the first quarter of 2013. The increase in noninterest expense was primarily due to higher compensation and employee benefits expense, including the impact of business expansion.

 

 

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Payment Services Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate and purchasing card services, consumer lines of credit and merchant processing. Payment Services contributed $233 million of the Company’s net income in the first quarter of 2014, or an increase of $23 million (11.0 percent) compared with the first quarter of 2013. The increase was primarily due to higher net revenue, partially offset by higher noninterest expense.

Net revenue increased $54 million (4.8 percent) in the first quarter 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, increased $26 million (6.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, driven by higher average loan balances and improved loan rates. Noninterest income increased $28 million (3.7 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to an increase in credit and debit card revenue on higher transaction volumes, and higher merchant processing services revenue due to higher volumes and an increase in fee-based product revenue, partially offset by lower rates.

Noninterest expense increased $22 million (3.8 percent) in the first quarter of 2014, compared with the first quarter of 2013, primarily due to higher compensation and employee benefits expenses, including the impact of business expansion, partially offset by reductions in technology and communications expense and other intangibles expense. The provision for credit losses decreased $4 million (2.0 percent) in the first quarter of 2014, compared with the first quarter of 2013, due to a favorable change in the reserve allocation, partially offset by loan growth and higher net charge-offs. As a percentage of average loans outstanding, net charge-offs were 3.35 percent in the first quarter of 2014 and the first quarter of 2013.

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, the net effect of transfer pricing related to average balances, 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 $537 million in the first quarter of 2014, compared with $497 million in the first quarter of 2013.

Net revenue increased $128 million (20.2 percent) in the first quarter of 2014, compared with the first quarter of 2013. Net interest income, on a taxable-equivalent basis, increased $53 million (9.2 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally due to an increase in the investment portfolio average balances and lower rates on short-term borrowings. Noninterest income increased $75 million in the first quarter of 2014, compared with the first quarter of 2013, driven by higher equity investment and commercial products revenue, including an increase in syndication fees on tax-advantaged projects.

Noninterest expense increased $65 million (62.5 percent) in the first quarter of 2014, compared with the first quarter of 2013, principally reflecting an increase in other expense driven by insurance-related recoveries in the prior year and an increase in occupancy costs, partially offset by lower costs related to investments in tax-advantaged projects.

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.

 

 

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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 for additional information,
    Tier 1 common equity to risk-weighted assets using Basel I definition.

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.

 

 

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

 

(Dollars in Millions)       March 31,
2014
    December 31,
2013
 

Total equity

  $ 42,743      $ 41,807   

Preferred stock

    (4,756     (4,756

Noncontrolling interests

    (689     (694

Goodwill (net of deferred tax liability) (1)

    (8,352     (8,343

Intangible assets, other than mortgage servicing rights

    (804     (849

Tangible common equity (a)

    28,142        27,165   

Tangible common equity (as calculated above)

    28,142        27,165   

Adjustments (2)

    239        224   

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

    28,381        27,389   

Tier 1 capital, determined in accordance with prescribed regulatory requirements using Basel I definition

      33,386   

Preferred stock

      (4,756

Noncontrolling interests, less preferred stock not eligible for Tier 1 capital

      (688

Tier 1 common equity using Basel 1 definitions (c)

      27,942   

Total assets

    371,289        364,021   

Goodwill (net of deferred tax liability) (1)

    (8,352     (8,343

Intangible assets, other than mortgage servicing rights

    (804     (849

Tangible assets (d)

    362,133        354,829   

Risk-weighted assets, determined in accordance with prescribed regulatory requirements (3)(e)

    302,841        297,919   

Adjustments (4)

    13,238        13,712   

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

    316,079        311,631   

Ratios

   

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

    7.8     7.7

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

    9.3        9.1   

Tier 1 common equity to risk-weighted assets using Basel I definition (c)/(e)

           9.4   

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

    9.0        8.8   

 

(1) Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements beginning March 31, 2014.
(2) Includes net losses on cash flow hedges included in accumulated other comprehensive income and other adjustments.
(3) March 31, 2014, calculated under the Basel III transitional standardized approach; December 31, 2013, calculated under Basel I.
(4) Includes higher risk-weighting for unfunded loan commitments, investment securities, mortgage servicing rights and other adjustments.

 

U. S. Bancorp    33


Table of Contents

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, 2013.

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.

 

 

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U.S. Bancorp

Consolidated Balance Sheet

 

(Dollars in Millions)    March 31,
2014
   

December 31,

2013

 
     (Unaudited)        

Assets

  

Cash and due from banks

   $ 7,408      $ 8,477   

Investment securities

  

Held-to-maturity (fair value $40,389 and $38,368, respectively; including $498 and $994 at fair value pledged as collateral, respectively) (a)

     40,712        38,920   

Available-for-sale ($154 and $1,106 pledged as collateral, respectively) (a)

     44,761        40,935   

Loans held for sale (including $1,827 and $3,263 of mortgage loans carried at fair value, respectively)

     1,843        3,268   

Loans

  

Commercial

     73,701        70,033   

Commercial real estate

     40,131        39,885   

Residential mortgages

     51,708        51,156   

Credit card

     17,129        18,021   

Other retail

     47,607        47,678   

Total loans, excluding covered loans

     230,276        226,773   

Covered loans

     8,099        8,462   

Total loans

     238,375        235,235   

Less allowance for loan losses

     (4,189     (4,250

Net loans

     234,186        230,985   

Premises and equipment

     2,589        2,606   

Goodwill

     9,204        9,205   

Other intangible assets

     3,422        3,529   

Other assets (including $55 and $111 of trading securities at fair value pledged as collateral, respectively) (a)

     27,164        26,096   

Total assets

   $ 371,289      $ 364,021   

Liabilities and Shareholders’ Equity

  

Deposits

  

Noninterest-bearing

   $ 73,363      $ 76,941   

Interest-bearing

     157,918        156,165   

Time deposits greater than $100,000

     29,331        29,017   

Total deposits

     260,612        262,123   

Short-term borrowings

     30,781        27,608   

Long-term debt

     23,774        20,049   

Other liabilities

     13,379        12,434   

Total liabilities

     328,546        322,214   

Shareholders’ equity

  

Preferred stock

     4,756        4,756   

Common stock, par value $0.01 a share—authorized: 4,000,000,000 shares; issued: 3/31/14 and 12/31/13—2,125,725,742 shares

     21        21   

Capital surplus

     8,236        8,216   

Retained earnings

     39,584        38,667   

Less cost of common stock in treasury: 3/31/14—304,447,591 shares; 12/31/13—300,977,274 shares

     (9,693     (9,476

Accumulated other comprehensive income (loss)

     (850     (1,071

Total U.S. Bancorp shareholders’ equity

     42,054        41,113   

Noncontrolling interests

     689        694   

Total equity

     42,743        41,807   

Total liabilities and equity

   $ 371,289      $ 364,021   

 

(a) Includes only collateral pledged by the Company where counterparties have the right to sell or pledge the collateral.

 

See Notes to Consolidated Financial Statements.

 

U. S. Bancorp    35


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)

   2014     2013  

Interest Income

    

Loans

   $ 2,522      $ 2,562   

Loans held for sale

     27        72   

Investment securities

     441        410   

Other interest income

     32        67   

Total interest income

     3,022        3,111   

Interest Expense

    

Deposits

     119        155   

Short-term borrowings

     69        85   

Long-term debt

     184        218   

Total interest expense

     372        458   

Net interest income

     2,650        2,653   

Provision for credit losses

     306        403   

Net interest income after provision for credit losses

     2,344        2,250   

Noninterest Income

    

Credit and debit card revenue

     239        214   

Corporate payment products revenue

     173        172   

Merchant processing services

     356        347   

ATM processing services

     78        82   

Trust and investment management fees

     304        278   

Deposit service charges

     157        153   

Treasury management fees

     133        134   

Commercial products revenue

     205        200   

Mortgage banking revenue

     236        401   

Investment products fees

     46        41   

Securities gains (losses), net

    

Realized gains (losses), net

     5        12   

Total other-than-temporary impairment

            (1

Portion of other-than-temporary impairment recognized in other comprehensive income

            (6

Total securities gains (losses), net

     5        5   

Other

     176        138   

Total noninterest income

     2,108        2,165   

Noninterest Expense

    

Compensation

     1,115        1,082   

Employee benefits

     289        310   

Net occupancy and equipment

     249        235   

Professional services

     83        78   

Marketing and business development

     79        73   

Technology and communications

     211        211   

Postage, printing and supplies

     81        76   

Other intangibles

     49        57   

Other

     388        348   

Total noninterest expense

     2,544        2,470   

Income before income taxes

     1,908        1,945   

Applicable income taxes

     496        558   

Net income

     1,412        1,387   

Net (income) loss attributable to noncontrolling interests

     (15     41   

Net income attributable to U.S. Bancorp

   $ 1,397      $ 1,428   

Net income applicable to U.S. Bancorp common shareholders

   $ 1,331      $ 1,358   

Earnings per common share

   $ .73      $ .73   

Diluted earnings per common share

   $ .73      $ .73   

Dividends declared per common share

   $ .230      $ .195   

Average common shares outstanding

     1,818        1,858   

Average diluted common shares outstanding

     1,828        1,867   

 

See Notes to Consolidated Financial Statements.

 

36    U. S. Bancorp


Table of Contents

U.S. Bancorp

Consolidated Statement of Comprehensive Income

 

     Three Months Ended
March 31,
 

(Dollars in Millions)

(Unaudited)

   2014     2013  

Net income

   $ 1,412      $ 1,387   

Other Comprehensive Income (Loss)

    

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

     301        (120

Other-than-temporary impairment not recognized in earnings on securities available-for-sale

            6   

Changes in unrealized gains and losses on derivative hedges

     (11     (3

Foreign currency translation

     (4     (10

Changes in unrealized gains and losses on retirement plans

            (1

Reclassification to earnings of realized gains and losses

     73        91   

Income taxes related to other comprehensive income

     (138     19   

Total other comprehensive income (loss)

     221        (18

Comprehensive income

     1,633        1,369   

Comprehensive (income) loss attributable to noncontrolling interests

     (15     41   

Comprehensive income attributable to U.S. Bancorp

   $ 1,618      $ 1,410   

 

See Notes to Consolidated Financial Statements.

 

U. S. Bancorp    37


Table of Contents

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, 2012

    1,869      $ 4,769      $ 21      $ 8,201      $ 34,720      $ (7,790   $ (923   $ 38,998      $ 1,269      $ 40,267   

Net income (loss)

            1,428            1,428        (41     1,387   

Other comprehensive income (loss)

                (18     (18       (18

Preferred stock dividends

            (64         (64       (64

Common stock dividends

            (364         (364       (364

Issuance of common and treasury stock

    6            (115       188          73          73   

Purchase of treasury stock

    (17             (574       (574       (574

Distributions to noncontrolling interests

                         (15     (15

Net other changes in noncontrolling interests

                         103        103   

Stock option and restricted stock grants

                            52                                52                52   

Balance March 31, 2013

    1,858      $ 4,769      $ 21      $ 8,138      $ 35,720      $ (8,176   $ (941   $ 39,531      $ 1,316      $ 40,847   

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