Document

10-Q 1 muah10qq22018.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



(Mark One)

[X]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-15081

MUFG Americas Holdings Corporation

(Exact name of registrant as specified in its charter)



	Delaware		94-1234979
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	1251 Avenue of the Americas, New York, NY		10020
	(Address of principal executive offices)		(Zip Code)

	(Registrant's telephone number, including area code) (212) 782-6800

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.



	Large accelerated filer o		Accelerated filer o

	Non-accelerated filer x (Do not check if a smaller reporting company)		Smaller reporting company o

	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares of Common Stock outstanding at July 31, 2018: 147,589,713

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

MUFG Americas Holdings Corporation and Subsidiaries

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PART I. FINANCIAL INFORMATION	39
Item 1. Financial Statements	39
Consolidated Statements of Income (Unaudited)	39
Consolidated Statements of Comprehensive Income (Unaudited)	40
Consolidated Balance Sheets (Unaudited)	41
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)	42
Consolidated Statements of Cash Flows (Unaudited)	43
Note 1—Summary of Significant Accounting Policies and Nature of Operations	44
Note 2—Securities	48
Note 3—Loans and Allowance for Loan Losses	54
Note 4—Variable Interest Entities	63
Note 5—Securities Financing Arrangements	65
Note 6—Commercial Paper and Other Short-Term Borrowings	68
Note 7—Long-Term Debt	69
Note 8—Fair Value Measurement and Fair Value of Financial Instruments	71
Note 9—Derivative Instruments and Other Financial Instruments Used For Hedging	78
Note 10—Accumulated Other Comprehensive Income	81
Note 11—Employee Pension and Other Postretirement Benefits	84
Note 12—Commitments, Contingencies and Guarantees	85
Note 13—Business Segments	86
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	7
Consolidated Financial Highlights	7
Introduction	10
Executive Overview	10
Financial Performance	12
Balance Sheet Analysis	16
Capital Management	17
Risk Management	21
Business Segments	30
Critical Accounting Estimates	36
Non-GAAP Financial Measures	36
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	38
PART II. OTHER INFORMATION	90
Item 1. Legal Proceedings	90
Item 1A. Risk Factors	90
Item 6. Exhibits	94
SIGNATURES	95

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Glossary of Defined Terms

The following acronyms and abbreviations are used throughout this report, particularly in Part I, Item 1. “Financial Statements," Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 3. “Quantitative and Qualitative Disclosures About Market Risk” and Part II, Item 1A. “Risk Factors.”



Agency Securities	Securities guaranteed by a U.S. government agency
ALCO	Asset Liability Management Committee
ALM	Asset Liability Management
AOCI	Accumulated other comprehensive income
ARC	Americas Risk Committee
ASU	Accounting standards update
BCBS	Basel Committee on Banking Supervision
BHC	U.S. Bank Holding Company
CCAR	Comprehensive Capital Analysis and Review
CCPA	California Consumer Privacy Act of 2018
CD	Certificate of deposit
CFPB	Consumer Financial Protection Bureau
CLO	Collateralized loan obligation
CMBS	Commercial mortgage-backed securities
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act
EGRRCPA	Economic Growth, Regulatory Relief and Consumer Protection Act
ESBP	Executive Supplemental Benefit Plan
EURIBOR	The Euro Interbank Offered Rate
Exchange Act	U.S. Securities Exchange Act of 1934
FASB	Financial Accounting Standards Board
FBO	Foreign banking organization
FDIC	Federal Deposit Insurance Corporation
Federal Reserve	Board of Governors of the Federal Reserve System
FHLB	Federal Home Loan Bank
FICO	Fair Isaac Corporation
GAAP	Accounting principles generally accepted in the United States of America
GLBA	Gramm-Leach-Bliley Act
GSE	Government-sponsored enterprise
GSIB	Global systemically important banks
IHC	Intermediate Holding Company
LIHC	Low income housing credit
LTV	Loan-to-value
MBS	Mortgage-backed securities
MRM	Market Risk Management
MRMC	Market Risk Management Committee
MUAH	MUFG Americas Holdings Corporation
MUB	MUFG Union Bank, N.A.
MUFG	Mitsubishi UFJ Financial Group, Inc.
MUSA	MUFG Securities Americas Inc.
nm	Not meaningful
OCI	Other comprehensive income
OREO	Other real estate owned
RMBS	Residential mortgage-backed securities
SEC	Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
SLR	Supplementary leverage ratio
TCJA	Tax Cuts and Jobs Act
TDR	Troubled debt restructuring
TLAC	Total Loss Absorbing Capacity
VaR	Value-at-risk
VIE	Variable interest entity

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which include expectations for our operations and business and our assumptions for those expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our expectations. See Part I, Item 1A. “Risk Factors,” in our 2017 Form 10-K, Part II, Item 1A. “Risk Factors” in this Form 10-Q, and the other risks described in this Form 10-Q and in our 2017 Form 10-K, for factors to be considered when reading any forward-looking statements in this filing.

Forward-looking statements are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our SEC filings, press releases, news articles and when we are speaking on behalf of MUFG Americas Holdings Corporation. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," "forecast," "outlook," words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." These forward-looking statements are intended to provide investors with additional information with which they may assess our future potential. All of these forward-looking statements are based on assumptions about an uncertain future and are based on information known to our management at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date any forward-looking statements are made.

In this document and other reports to the SEC, for example, we make forward-looking statements, which discuss our expectations about:


•	Our business objectives, strategies and initiatives, organizational structure, business growth, competitive position and prospects, and the effect of competition on our business and strategies


•	Our assessment of significant factors and developments that have affected or may affect our results


•	Our assessment of economic conditions and trends, economic and credit cycles and their impact on our business


•	The economic outlook for the U.S. in general, West Coast states and global economies

•

The impact of changes in interest rates resulting from changes in Federal Reserve policy or for other reasons, our strategy to manage our interest rate risk profile and other market risks, our outlook for short-term and long-term interest rates and their effect on our net interest margin, our investment portfolio, our balance sheet composition, and our borrowers’ ability to service their loans and on residential mortgage loans and refinancings

•

Pending and recent legislative and regulatory actions, and future legislative and regulatory developments, including the effects of legislation and other governmental measures, including the monetary policies of the Federal Reserve introduced in response to the financial crisis, and the ensuing recession affecting the banking system, financial markets and the U.S. economy, the Dodd-Frank Act, the EGRRCPA, changes to the deposit insurance assessment policies of the FDIC, the effect on and application of foreign and other laws and regulations to our business and operations, and anticipated fees, costs or other impacts on our business and operations as a result of these developments

•

Our strategies and expectations regarding capital levels and liquidity, our funding base, deposits, our expectations regarding the capital, liquidity and enhanced prudential standards adopted by the U.S. bank regulators as a result of or under the Dodd-Frank Act and the BCBS capital and liquidity standards including the Federal banking agencies' TLAC regulation (and our expectation that we will replace a portion of our externally-placed debt with debt issued to our parent to comply with this regulation), and other recently adopted and proposed regulations by the U.S. federal banking agencies, and the effect of the foregoing on our business and expectations regarding compliance


•	Regulatory and compliance controls and processes and their impact on our business, including our operating costs and revenues

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•	The costs and effects of legal actions, investigations, regulatory actions, criminal proceedings or similar matters, our anticipated litigation strategies, our assessment of the timing and ultimate outcome of legal actions, or adverse facts and developments related thereto


•	Our allowance for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, probability of default and credit migration trends, and severity of loss upon default


•	Loan portfolio composition and risk rating trends, residential loan delinquency rates compared to the industry average, portfolio credit quality, our strategy regarding TDRs, and our intent to sell or hold loans we originate


•	Our intent to sell or hold, and the likelihood that we would be required to sell, or expectations regarding recovery of the amortized cost basis of, various investment securities


•	Our hedging strategies, positions, expectations regarding reclassifications of gains or losses on hedging instruments into earnings; and the sensitivity of our net income to various factors, including customer behavior relating to mortgage prepayments and deposit repricing


•	Expected rates of return, maturities, yields, loss exposure, growth rates, pension plan strategies, contributions and benefit payments, forecasted balance sheet activity and projected results


•	Tax rates and taxes, the possible effect of changes in taxable profits of the U.S. operations of MUFG on our state tax obligations and of expected tax credits or benefits


•	Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements, guidance or changes in accounting principles and future recognition of impairments for the fair value of assets, including goodwill, financial instruments, intangible assets and other assets


•	Decisions to downsize, sell or close units, dissolve subsidiaries, expand our branch network, pursue acquisitions, purchase banking facilities and equipment, realign our business model or otherwise restructure, reorganize or change our business mix, or the transfer to MUAH by MUFG of its interests in U.S. subsidiaries, and their timing and impact on our business


•	Our expectations regarding the formation of our IHC and the impact of acquisitions on our business and results of operations


•	The impact of changes in our credit ratings including methodology changes adopted by rating agencies


•	Maintenance of casualty and liability insurance coverage appropriate for our operations


•	The relationship between our business and that of MUFG Bank, Ltd. and MUFG, the impact of their credit ratings, operations or prospects on our credit ratings and actions that may or may not be taken by MUFG Bank, Ltd. and MUFG


•	Threats to the banking sector and our business due to cyber-security issues and attacks on financial institutions and other businesses, such as large retailers, and regulatory expectations relating to cyber-security


•	Our understanding that MUFG Bank, Ltd. will continue to limit its participation in transactions with Iranian entities and individuals to certain types of transactions


•	The objectives and effects on operations of our business integration initiative and its near term effect on our balance sheet, earnings and capital ratios


•	The effect of a possible return of the California drought on its economy and related governmental actions and the potential consequences of recent California wildfires or other natural disasters


•	Descriptions of assumptions underlying or relating to any of the foregoing

Readers of this document should not rely unduly on any forward-looking statements, which reflect only our management’s belief as of the date of this report. There are numerous risks and uncertainties that could cause actual outcomes and results to differ materially from those discussed in our forward-looking statements. Many of these factors are beyond our ability to control or predict and could have a material adverse effect on

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our financial condition, results of operations or prospects. Such risks and uncertainties include, but are not limited to, those described or referred to in Part I, Item 1. “Business” under the captions “Competition” and “Supervision and Regulation” of our 2017 Form 10-K, and in Part II, Item 1A. “Risk Factors” and Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, and in our other reports to the SEC.

Any factor described in this report could by itself, or together with one or more other factors, adversely affect our business, prospects, results of operations or financial condition.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights



	For the Three Months Ended								For the Six Months Ended
(Dollars in millions)	June 30, 2018			June 30, 2017			Percent Change		June 30, 2018			June 30, 2017			Percent Change
Results of operations:
Net interest income	$	825		$	794		4	%	$	1,650		$	1,589		4	%
Noninterest income	596			489			22		978			977			—
Total revenue	1,421			1,283			11		2,628			2,566			2
Noninterest expense	1,083			957			13		2,167			1,963			10
Pre-tax, pre-provision income⁽¹⁾	338			326			4		461			603			(24	)
(Reversal of) provision for credit losses	(19		)	(22		)	14		(21		)	(52		)	60
Income before income taxes and including noncontrolling interests	357			348			3		482			655			(26	)
Income tax expense (benefit)	28			63			(56	)	(14		)	146			(110	)
Net income including noncontrolling interests	329			285			15		496			509			(3	)
Deduct: Net (income) loss from noncontrolling interests	15			10			50		14			15			(7	)
Net income attributable to MUAH	$	344		$	295		17		$	510		$	524		(3	)
Balance sheet (period average):
Total assets	$	159,342		$	149,655		6	%	$	158,396		$	149,527		6	%
Total securities	27,129			25,369			7		27,287			25,136			9
Securities borrowed or purchased under resale agreements	20,236			20,624			(2	)	20,447			20,539			—
Total loans held for investment	82,017			78,500			4		81,339			78,244			4
Earning assets	146,015			136,755			7		144,870			136,623			6
Total deposits	84,372			85,772			(2	)	83,992			85,961			(2	)
Securities loaned or sold under repurchase agreements	26,890			25,689			5		27,009			25,796			5
MUAH stockholders' equity	18,309			17,600			4		18,221			17,462			4
Performance ratios:
Return on average assets⁽²⁾	0.86		%	0.79		%			0.64		%	0.70		%
Return on average MUAH stockholders' equity⁽²⁾	7.53			6.70					5.60			6.00
Return on average MUAH tangible common equity⁽²⁾⁽³⁾	9.46			8.41					7.09			7.55
Efficiency ratio⁽⁴⁾	76.18			74.61					82.45			76.50
Net interest margin⁽²⁾⁽⁵⁾	2.28			2.35					2.30			2.36
Net loans charged-off to average total loans held for investment⁽²⁾	0.01			0.19					0.03			0.24

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights (Continued)



	As of
	June 30, 2018			December 31, 2017			Percent Change
Balance sheet (end of period):
Total assets	$	160,373		$	154,550		4	%
Total securities	27,014			27,448			(2	)
Securities borrowed or purchased under resale agreements	20,048			20,894			(4	)
Total loans held for investment	82,236			80,014			3
Nonperforming assets	404			466			(13	)
Total deposits	85,516			84,787			1
Securities loaned or sold under repurchase agreements	25,579			26,437			(3	)
Long-term debt	14,192			12,162			17
MUAH stockholders' equity	18,462			18,255			1
Credit ratios:
Allowance for loan losses to total loans held for investment⁽⁶⁾	0.54		%	0.59		%
Allowance for loan losses to nonaccrual loans⁽⁶⁾	110.23			102.37
Allowance for credit losses to total loans held for investment⁽⁷⁾	0.69			0.75
Allowance for credit losses to nonaccrual loans⁽⁷⁾	139.84			128.75
Nonperforming assets to total loans held for investment and OREO	0.49			0.58
Nonperforming assets to total assets	0.25			0.30
Nonaccrual loans to total loans held for investment	0.49			0.58
Capital ratios:
Regulatory⁽⁸⁾:
Common Equity Tier 1 risk-based capital ratio	16.24		%	16.31		%
Tier 1 risk-based capital ratio	16.24			16.31
Total risk-based capital ratio	17.15			17.76
Tier 1 leverage ratio	10.28			10.06
Other:
Tangible common equity ratio⁽⁹⁾	9.51		%	9.73		%
Common Equity Tier 1 risk-based capital ratio (U.S. Basel III standardized approach; fully phased-in)⁽¹⁰⁾	16.24			16.27

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Financial Highlights (Continued)


(1)	Pre-tax, pre-provision income is total revenue less noninterest expense. Management believes that this is a useful financial measure because it enables investors and others to assess the Company's ability to generate capital to cover credit losses through a credit cycle.


(2)	Annualized.

(3)

Return on tangible common equity, a non-GAAP financial measure, is net income excluding intangible asset amortization divided by average tangible common equity. Management believes that this ratio provides useful supplemental information regarding the Company's business results. The methodology for determining tangible common equity may differ among companies. Please refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measures" in this Form 10-Q for further information.


(4)	The efficiency ratio is total noninterest expense as a percentage of total revenue (net interest income and noninterest income).


(5)	Yields, interest income and net interest margin are presented on a taxable-equivalent basis using the federal statutory tax rates of 21% and 35% for 2018 and 2017, respectively.


(6)	The allowance for loan losses ratios are calculated using the allowance for loan losses as a percentage of end of period total loans held for investment or total nonaccrual loans, as appropriate.


(7)	The allowance for credit losses ratios include the allowances for loan losses and for losses on unfunded credit commitments as a percentage of end of period total loans held for investment or total nonaccrual loans, as appropriate.


(8)	These capital ratios are calculated in accordance with the transition guidelines set forth in the U.S. federal banking agencies' final U.S. Basel III regulatory capital rules.

(9)

The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible common equity divided by tangible assets. The methodology for determining tangible common equity may differ among companies. The tangible common equity ratio facilitates the understanding of the Company's capital structure and is used to assess and compare the quality and composition of the Company's capital structure to other financial institutions. Please refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

(10)

Common Equity Tier 1 risk-based capital (standardized, fully phased-in basis) is a non-GAAP financial measure that is used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies as if the transition provisions of the U.S. Basel III rules were fully phased in for the periods in which the ratio is disclosed. Management reviews this ratio, which excludes components of accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information because of current interest in such information by market participants. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Management" in this Form 10-Q for further information.

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Please refer to our Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 (2017 Form 10-K) along with the following discussion and analysis of our consolidated financial position and results of operations for the period ended June 30, 2018 in this Form 10-Q. Averages, as presented in the following tables, are substantially all based upon daily average balances.

As used in this Form 10-Q, terms such as the "Company,” “we,” “us” and “our” refer to MUFG Americas Holdings Corporation (MUAH), one or more of its consolidated subsidiaries, or to all of them together.

Introduction

We are a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. (MUB or the Bank) and MUSA. We are owned by MUFG Bank, Ltd. (formerly The Bank of Tokyo-Mitsubishi UFJ, Ltd.) and MUFG. MUFG Bank, Ltd. is a wholly-owned subsidiary of MUFG.

The Company has four reportable segments: Regional Bank, U.S. Wholesale & Investment Banking, Transaction Banking and MUSA. We service U.S. Wholesale & Investment Banking, certain Transaction Banking, and MUSA customers through the MUFG brand and serve Regional Bank and Transaction Banking customers through the Union Bank brand. We provide a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, both nationally and internationally.

The Company also provides various business, banking, financial, administrative and support services, and facilities for MUFG Bank, Ltd. in connection with the operation and administration of MUFG Bank, Ltd.'s business in the U.S. (including MUFG Bank, Ltd.'s U.S. branches). The Bank and MUFG Bank, Ltd. are parties to a master services agreement whereby the Bank earns fee income in exchange for services and facilities provided.

The Company’s leadership team is bicoastal with Regional Bank and Transaction Banking leaders on the West Coast while U.S. Wholesale & Investment Banking and MUSA leaders are based in New York City. The corporate headquarters (principal executive office) for MUB, MUSA and MUAH is in New York City. MUB's main banking office is in San Francisco. The Company had consolidated assets of $160.4 billion at June 30, 2018.

Executive Overview

We are providing you with an overview of what we believe are the most significant factors and developments that affected our second quarter 2018 results and that could influence our future results. Further detailed information can be found elsewhere in this Form 10-Q. In addition, you should carefully read this entire document and any other reports that we refer to in this Form 10-Q for more detailed information to assist your understanding of trends, events and uncertainties that impact us.

Our sources of revenue are net interest income and noninterest income (collectively “total revenue”). Net interest income is generated predominantly from interest earned from loans, investment securities, securities borrowed or purchased under resale agreements, trading account assets and other interest-earning assets, less interest incurred on deposits and borrowings, securities loaned or sold under repurchase agreements and other interest-bearing liabilities. The primary sources of noninterest income are revenues from investment banking and syndication fees, service charges on deposit accounts, trust and investment management fees, trading account activities, credit facility fees, and fees from affiliates. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that affect our revenue sources. In the second quarter of 2018, revenue was comprised of 58% net interest income and 42% noninterest income. A summary of our financial results is discussed below.

Our primary sources of liquidity are core deposits, securities and wholesale funding. Core deposits exclude brokered deposits, foreign time deposits, domestic time deposits greater than $250,000, and certain other deposits not considered to be core customer relationships. Wholesale funding includes unsecured funds raised from MUFG Bank, Ltd. and affiliates, interbank and other sources, both domestic and international, funding secured by certain assets, or by borrowing from the FHLB. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity when adverse situations arise.

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Performance Highlights

Net income attributable to MUAH was $344 million in the second quarter of 2018, up $49 million from the second quarter of 2017. The increase was primarily driven by higher net interest income, due to an increase in earning assets, and higher fees from affiliates, partially offset by higher salaries and benefits expense. Lower tax expense as a result of the TCJA also contributed to the increase in net income. Portfolio credit quality was stable during the second quarter of 2018.

Net income attributable to MUAH for the six months ended June 30, 2018 was $510 million, down $14 million from the six months ended June 30, 2017, primarily due to losses on certain renewable energy investments in the first quarter of 2018 as a result of the TCJA and an increase in salaries and benefits expense, partially offset by an income tax benefit due to the TCJA and an adjustment to certain prior period state income taxes in the first quarter of 2018.

Capital Ratios

The Company's capital ratios continued to exceed all well-capitalized and minimum regulatory thresholds for BHCs, as applicable. The U.S. Basel III Common Equity Tier 1, Tier 1 and Total risk-based capital ratios were 16.24%, 16.24% and 17.15%, respectively, at June 30, 2018. The Tier 1 leverage ratio was 10.28% at June 30, 2018.

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Financial Performance

Net Interest Income

The following tables show the major components of net interest income and the net interest margin.



	For the Three Months Ended
	June 30, 2018							June 30, 2017
	June 30, 2018							June 30, 2017
	Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾
(Dollars in millions)	Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾
Assets
Loans held for investment:⁽³⁾
Commercial and industrial	$	23,532		$	242	4.12	%	$	25,220		$	228	3.61	%
Commercial mortgage	14,500			152		4.21		14,414			145		4.02
Construction	1,716			20		4.79		1,976			21		4.35
Lease financing	1,477			16		4.22		1,757			17		3.76
Residential mortgage	37,111			324		3.49		31,764			269		3.39
Home equity and other consumer loans	3,681			59		6.48		3,369			48		5.76
Total loans held for investment	82,017			813		3.97		78,500			728		3.71
Securities	27,129			164		2.42		25,369			135		2.13
Securities borrowed or purchased under resale agreements	20,236			157		3.11		20,624			83		1.60
Interest bearing deposits in banks	3,913			18		1.84		2,244			6		1.01
Federal funds sold	—			—		—		3			—		1.50
Trading account assets	12,386			107		3.44		9,584			82		3.42
Other earning assets	334			1		1.30		431			2		2.26
Total earning assets	146,015			1,260		3.46		136,755			1,036		3.03
Allowance for loan losses	(459		)					(571		)
Cash and due from banks	1,814							1,806
Premises and equipment, net	611							607
Other assets⁽⁴⁾	11,361							11,058
Total assets	$	159,342						$	149,655
Liabilities
Interest bearing deposits:
Transaction and money market accounts	$	36,385		$	51	0.56	%	$	38,214		$	36	0.37	%
Savings	8,951			14		0.65		7,798			6		0.31
Time	5,907			21		1.44		5,601			16		1.15
Total interest bearing deposits	51,243			86		0.68		51,613			58		0.45
Commercial paper and other short-term borrowings	9,157			42		1.84		3,705			10		1.06
Securities loaned or sold under repurchase agreements	26,890			178		2.65		25,689			84		1.32
Long-term debt	14,532			94		2.57		10,961			60		2.20
Total borrowed funds	50,579			314		2.48		40,355			154		1.54
Trading account liabilities	3,739			29		3.16		2,924			20		2.63
Total interest bearing liabilities	105,561			429		1.63		94,892			232		0.98
Noninterest bearing deposits	33,129							34,159
Other liabilities⁽⁵⁾	2,244							2,869
Total liabilities	140,934							131,920
Equity
MUAH stockholders' equity	18,309							17,600
Noncontrolling interests	99							135
Total equity	18,408							17,735
Total liabilities and equity	$	159,342						$	149,655
Net interest income/spread (taxable-equivalent basis)				831		1.83	%				804		2.05	%
Impact of noninterest bearing deposits						0.39							0.26
Impact of other noninterest bearing sources						0.06							0.04
Net interest margin						2.28							2.35
Less: taxable-equivalent adjustment				6							10
Net interest income				$	825						$	794


(1)	Yields, interest income and net interest margin are presented on a taxable-equivalent basis using the federal statutory tax rates of 21% and 35% for 2018 and 2017, respectively.


(2)	Annualized.


(3)	Average balances of loans held for investment include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.


(4)	Includes noninterest bearing trading account assets.


(5)	Includes noninterest bearing trading account liabilities.

Table of Contents




	For the Six Months Ended
	June 30, 2018							June 30, 2017
	June 30, 2018							June 30, 2017
	Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾
(Dollars in millions)	Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾		Average Balance			Interest Income/ Expense⁽¹⁾		Average Yield/ Rate⁽¹⁾⁽²⁾
Assets
Loans held for investment:⁽³⁾
Commercial and industrial	$	23,497		$	468	4.01	%	$	25,415		$	448	3.55	%
Commercial mortgage	14,418			300		4.16		14,459			293		4.04
Construction	1,764			40		4.59		2,096			43		4.17
Lease financing	1,491			31		4.22		1,773			33		3.70
Residential mortgage	36,584			635		3.47		31,091			525		3.38
Home equity and other consumer loans	3,585			113		6.38		3,410			97		5.77
Total loans held for investment	81,339			1,587		3.92		78,244			1,439		3.69
Securities	27,287			329		2.42		25,136			270		2.15
Securities borrowed or purchased under resale agreements	20,447			283		2.79		20,539			146		1.43
Interest bearing deposits in banks	3,313			29		1.76		2,843			13		0.90
Federal funds sold	10			—		2.23		2			—		1.45
Trading account assets	12,006			199		3.34		9,340			156		3.36
Other earning assets	468			4		1.75		519			5		2.18
Total earning assets	144,870			2,431		3.37		136,623			2,029		2.98
Allowance for loan losses	(466		)					(609		)
Cash and due from banks	1,827							1,837
Premises and equipment, net	610							600
Other assets⁽⁴⁾	11,555							11,076
Total assets	$	158,396						$	149,527
Liabilities
Interest bearing deposits:
Transaction and money market accounts	$	36,674		$	92	0.50	%	$	39,055		$	69	0.35	%
Savings	8,763			25		0.58		7,006			7		0.21
Time	5,624			37		1.34		5,486			31		1.14
Total interest bearing deposits	51,061			154		0.61		51,547			107		0.42
Commercial paper and other short-term borrowings	8,855			75		1.72		3,592			18		1.00
Securities loaned or sold under repurchase agreements	27,009			316		2.36		25,796			143		1.12
Long-term debt	14,241			174		2.43		11,153			117		2.10
Total borrowed funds	50,105			565		2.27		40,541			278		1.38
Trading account liabilities	3,671			51		2.82		2,747			36		2.61
Total interest-bearing liabilities	104,837			770		1.48		94,835			421		0.89
Noninterest bearing deposits	32,931							34,414
Other liabilities⁽⁵⁾	2,308							2,677
Total liabilities	140,076							131,926
Equity
MUAH stockholders' equity	18,221							17,462
Noncontrolling interests	99							139
Total equity	18,320							17,601
Total liabilities and equity	$	158,396						$	149,527
Net interest income/spread (taxable-equivalent basis)				1,661		1.89	%				1,608		2.09	%
Impact of noninterest bearing deposits						0.35							0.24
Impact of other noninterest bearing sources						0.06							0.03
Net interest margin						2.30							2.36
Less: taxable-equivalent adjustment				11							19
Net interest income				$	1,650						$	1,589


(1)	Yields, interest income and net interest margin are presented on a taxable-equivalent basis using the federal statutory tax rates of 21% and 35% for 2018 and 2017, respectively.


(2)	Annualized.


(3)	Average balances of loans held for investment include all nonaccrual loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.


(4)	Includes noninterest bearing trading account assets.


(5)	Includes noninterest bearing trading account liabilities.

Table of Contents

Net interest income for the three and six months ended June 30, 2018 increased $31 million and $61 million, respectively, compared with the same periods in 2017 due to an increase in earning assets, partially offset by a decline in the net interest margin. Earning assets increased substantially due to increases in residential mortgages, securities and trading assets, partially offset by a decrease in commercial and industrial loan balances. The net interest margin decreased seven and six basis points during the three and six months ended June 30, 2018, respectively, due primarily to an increase in funding costs resulting from an increase in borrowed funds and a flatter yield curve, partially offset by the favorable effect of noninterest bearing deposits in a rising rate environment.

Noninterest Income and Noninterest Expense

The following tables display our noninterest income and noninterest expense for the three and six months ended June 30, 2018 and 2017.

Noninterest Income



	For the Three Months Ended											For the Six Months Ended
							Increase (Decrease)											Increase (Decrease)
	June 30, 2018			June 30, 2017			Increase (Decrease)					June 30, 2018			June 30, 2017			Increase (Decrease)
(Dollars in millions)	June 30, 2018			June 30, 2017			Amount			Percent		June 30, 2018			June 30, 2017			Amount			Percent
Service charges on deposit accounts	$	45		$	47		$	(2	)	(4	)%	$	90		$	95		$	(5	)	(5	)%
Trust and investment management fees	30			30			—			—		59			59			—			—
Trading account activities	(10		)	(3		)	(7		)	(233	)	(8		)	(7		)	(1		)	(14	)
Securities gains, net	3			7			(4		)	(57	)	3			9			(6		)	(67	)
Credit facility fees	23			23			—			—		46			49			(3		)	(6	)
Brokerage commissions and fees	19			18			1			6		37			36			1			3
Card processing fees, net	13			13			—			—		25			24			1			4
Investment banking and syndication fees	88			94			(6		)	(6	)	177			182			(5		)	(3	)
Fees from affiliates	299			211			88			42		575			430			145			34
Other, net	86			49			37			76		(26		)	100			(126		)	(126	)
Total noninterest income	$	596		$	489		$	107		22	%	$	978		$	977		$	1		—	%

Noninterest income increased during the three and six months ended June 30, 2018 compared with the prior year periods largely due to increases in fees from affiliates and fund administration fees from entities transferred to the Company on July 1, 2017 (included in other, net). During the six months ended June 30, 2018, these increases were largely offset by the Company's share of losses on certain renewable energy investments of $164 million as a result of the TCJA recorded in the first quarter of 2018 (included in other, net). The increase in fees from affiliates during 2018 was due to higher fees earned under the master services agreement with MUFG Bank, Ltd. and a change in presentation of certain expenses beginning January 1, 2018, as a result of adopting ASU 2016-08, Principal versus Agent Considerations. During the three and six months ended June 30, 2018, expenses of $35 million and $75 million, respectively, were presented as noninterest expense, rather than a reduction of fees from affiliates as they were presented through December 31, 2017.

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Noninterest Expense



	For the Three Months Ended									For the Six Months Ended
					Increase (Decrease)									Increase (Decrease)
	June 30, 2018		June 30, 2017		Increase (Decrease)					June 30, 2018		June 30, 2017		Increase (Decrease)
(Dollars in millions)	June 30, 2018		June 30, 2017		Amount			Percent		June 30, 2018		June 30, 2017		Amount		Percent
Salaries and employee benefits	$	678	$	615	$	63		10	%	$	1,348	$	1,260	$	88	7	%
Net occupancy and equipment	85		87		(2		)	(2	)	175		169		6		4
Professional and outside services	114		99		15			15		246		215		31		14
Software	70		47		23			49		140		93		47		51
Regulatory assessments	22		19		3			16		45		39		6		15
Intangible asset amortization	7		7		—			—		14		14		—		—
Other	107		83		24			29		199		173		26		15
Total noninterest expense	$	1,083	$	957	$	126		13	%	$	2,167	$	1,963	$	204	10	%

The increase in noninterest expense for the three and six months ended June 30, 2018 compared with the prior year periods was driven primarily by the change in presentation of certain expenses and an increase in salaries and employee benefits expense. The increases in professional and outside services and software expenses were largely due to the change in presentation of certain expenses beginning January 1, 2018, as a result of adopting ASU 2016-08, Principal versus Agent Considerations, as discussed in Noninterest Income above. The increase in salaries and employee benefits expense included the impact of higher headcount.

Income Tax Expense

Income tax expense and the effective tax rate include both federal and state income taxes. In the second quarter of 2018, income tax expense was $28 million and the effective tax rate was 8%, compared with 18% in the second quarter of 2017. For the six months ended June 30, 2018, income tax was a benefit of $14 million and the effective tax rate was negative 3%, compared with positive 22% in the comparative prior year period.

The income tax benefit and the negative effective tax rate for the six months ended June 30, 2018 were primarily due to an adjustment to certain prior period state income taxes during the first quarter of 2018. Excluding that adjustment, the effective tax rate for the six months ended June 30, 2018 would have been 8%. The effective rates were lower in 2018 than the comparative prior year periods primarily as a result of the TCJA.

For further information regarding income tax expense, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Income Tax Expense" in Part II, Item 7. and “The changes in the U.S. tax laws, the majority of which were effective January 1, 2018, will impact our business and results of operations in a variety of ways, some of which are expected to be positive and others which may be negative” and “Our effective tax rates, and our future results can also be affected by our participation for state income tax purposes as a member of MUFG’s unitary group in the U.S. and by other factors” in Part I, Item 1A. "Risk Factors" and Note 17 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2017 Form 10-K.

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Balance Sheet Analysis

Securities

Our securities portfolio is primarily used for liquidity and interest rate risk management purposes, to invest cash resulting from excess liquidity, and to a lesser extent, to support our business development objectives. We strive to maximize total return while managing this objective within appropriate risk parameters. Securities available for sale are principally comprised of U.S. Treasury securities, U.S. government-sponsored agency securities, RMBS, CMBS, Cash Flow CLOs, and direct bank purchase bonds. Direct bank purchase bonds are instruments that are issued in bond form, accounted for as securities, but underwritten as loans with features that are typically found in commercial loans. Securities held to maturity consist of U.S. Treasury securities, U.S. government-sponsored agency securities and U.S. government-sponsored agency RMBS and CMBS.

The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities are detailed in Note 2 to our Consolidated Financial Statements in this Form 10-Q.

Loans Held for Investment

The following table shows loans held for investment outstanding by loan type at the end of each period presented.



					Increase (Decrease)
	June 30, 2018		December 31, 2017		Increase (Decrease)
(Dollars in millions)	June 30, 2018		December 31, 2017		Amount			Percent
Loans held for investment:
Commercial and industrial	$	23,033	$	23,281	$	(248	)	(1	)%
Commercial mortgage	14,790		14,320		470			3
Construction	1,562		1,775		(213		)	(12	)
Lease financing	1,445		1,533		(88		)	(6	)
Total commercial portfolio	40,830		40,909		(79		)	—
Residential mortgage	37,552		35,643		1,909			5
Home equity and other consumer loans	3,854		3,462		392			11
Total consumer portfolio	41,406		39,105		2,301			6
Total loans held for investment	$	82,236	$	80,014	$	2,222		3	%

Loans held for investment increased from December 31, 2017 to June 30, 2018, largely due to growth in the residential mortgage portfolio.

Deposits

The table below presents our deposits as of June 30, 2018 and December 31, 2017.



					Increase (Decrease)
	June 30, 2018		December 31, 2017		Increase (Decrease)
(Dollars in millions)	June 30, 2018		December 31, 2017		Amount			Percent
Interest checking	$	3,515	$	5,209	$	(1,694	)	(33	)%
Money market	32,332		33,245		(913		)	(3	)
Total interest bearing transaction and money market accounts	35,847		38,454		(2,607		)	(7	)
Savings	9,266		8,426		840			10
Time	6,978		5,305		1,673			32
Total interest bearing deposits	52,091		52,185		(94		)	—
Noninterest bearing deposits	33,425		32,602		823			3
Total deposits	$	85,516	$	84,787	$	729		1	%

Table of Contents

Total deposits increased $729 million from December 31, 2017 to June 30, 2018 largely due to an increase in noninterest bearing deposits. Total interest bearing deposits decreased slightly due a decrease in interest bearing transaction and money market deposits substantially offset by an increase in interest bearing savings and time deposits partially related to PurePoint Financial, the online division of the Bank.

Securities Financing Arrangements

The Company enters into securities purchased under agreements to resell, securities sold under agreements to repurchase, and securities borrowing and lending transactions to facilitate customer match-book activity, cover short positions and to fund the Company's trading inventory. These balances are almost entirely attributable to MUSA. See Note 5 to our Consolidated Financial Statements in this Form 10-Q for more information.

Capital Management

Both MUAH and MUB are subject to various capital adequacy regulations issued by the U.S. federal banking agencies, including requirements to file an annual capital plan and to maintain minimum regulatory capital ratios. As of June 30, 2018, management believes the capital ratios of MUAH and MUB met all regulatory requirements of “well-capitalized” institutions.

The Company timely filed its annual capital plan under the Federal Reserve's CCAR program in April 2018. CCAR evaluates capital planning processes and assesses capital adequacy levels under various scenarios to determine if BHCs would have sufficient capital to continue operations throughout times of economic and financial market stress. The Company's 2018 CCAR submission encompassed a range of expected and stressed economic and financial market scenarios, and included an assessment of expected sources and uses of capital over a prescribed planning horizon, a description of all capital actions within that time frame, and a discussion of any proposed business plan changes that are likely to have a material impact on capital adequacy. The capital plan included a common stock share repurchase in the fourth quarter of 2018, subject to the approval of the Company's Board of Directors. In June 2018, the Company received notice that the Federal Reserve did not object to the Company's capital plan. In accordance with regulatory requirements, the Company subsequently disclosed the results of its annual company-run Dodd-Frank Act stress test.

MUAH and MUB are required to maintain minimum capital ratios in accordance with rules issued by the U.S. federal banking agencies. In July 2013, the U.S. federal banking agencies issued final rules to implement the BCBS capital guidelines for U.S. banking organizations (U.S. Basel III). These rules supersede the U.S. federal banking agencies’ general risk-based capital rules (commonly known as “Basel I”), advanced approaches rules (commonly known as “Basel II”) that are applicable to certain large banking organizations, and leverage rules, and are subject to certain transition provisions. Among other requirements, the U.S. Basel III rules revised the definition of capital; increased minimum capital ratios; introduced a minimum Common Equity Tier 1 capital ratio of 4.5% and a capital conservation buffer of 2.5% (for a total minimum Common Equity Tier 1 capital ratio of 7.0%) and, for advanced approaches institutions, a potential countercyclical buffer of up to 2.5%, which would be imposed by regulators at their discretion if it is determined that a period of excessive credit growth is contributing to an increase in financial institution systemic risk; mandated a Tier 1 leverage ratio of 4%; introduced, for large and internationally active BHCs, a Tier 1 SLR that is currently set at 3% and which incorporates off-balance sheet exposures; revised Basel I rules for calculating risk-weighted assets under a standardized approach; modified the existing Basel II advanced approaches rules for calculating risk-weighted assets under U.S. Basel III; and phased-out, for advanced approaches institutions, the exclusion of AOCI that had applied under Basel I and Basel II rules, over a four-year transition period beginning on January 1, 2014. Banking organizations not subject to the advanced approaches rules, such as MUAH, were required to comply with the standardized approach capital rules beginning on January 1, 2015.

As required under U.S. Basel III rules, the 2.5% capital conservation buffer is being implemented on a phased-in basis in equal increments of 0.625% per year over a four-year period that commenced on January 1, 2016. MUAH and MUB would satisfy the minimum capital requirements including the capital conservation buffer on a fully phased-in basis if those requirements were effective as of June 30, 2018.

Table of Contents

The following tables summarize the calculation of MUAH’s risk-based capital ratios in accordance with the U.S. Basel III rules as of June 30, 2018 and December 31, 2017.

MUFG Americas Holdings Corporation



	U.S. Basel III
(Dollars in millions)	June 30, 2018		December 31, 2017
Capital Components
Common Equity Tier 1 capital	$	16,149	$	15,708
Tier 1 capital	$	16,149	$	15,708
Tier 2 capital	900		1,398
Total risk-based capital	$	17,049	$	17,106
Risk-weighted assets	$	99,418	$	96,330
Average total assets for leverage capital purposes	$	157,131	$	156,126



	U.S. Basel III								Minimum Capital Requirement with Capital Conservation Buffer ⁽¹⁾
(Dollars in millions)	June 30, 2018				December 31, 2017				June 30, 2018
Capital Ratios	Amount		Ratio		Amount		Ratio		Amount			Ratio
Common Equity Tier 1 capital (to risk-weighted assets)	$	16,149	16.24	%	$	15,708	16.31	%	≥	$	6,338	6.375	%
Tier 1 capital (to risk-weighted assets)	16,149		16.24		15,708		16.31		≥	7,829		7.875
Total capital (to risk-weighted assets)	17,049		17.15		17,106		17.76		≥	9,818		9.875
Tier 1 leverage⁽²⁾	16,149		10.28		15,708		10.06		≥	6,285		4.000

(1)Beginning January 1, 2018, the minimum capital requirement includes a capital conservation buffer of 1.875%.

(2)Tier 1 capital divided by quarterly average assets (excluding certain disallowed assets, primarily goodwill and other intangibles).

Table of Contents

The following tables summarize the calculation of MUB’s risk-based capital ratios in accordance with the transition guidelines set forth in the U.S. Basel III rules as of June 30, 2018 and December 31, 2017.

MUFG Union Bank, N.A.



	U.S. Basel III
(Dollars in millions)	June 30, 2018		December 31, 2017
Capital Components
Common Equity Tier 1 capital	$	14,487	$	14,028
Tier 1 capital	$	14,487	$	14,028
Tier 2 capital	529		1,307
Total risk-based capital	$	15,016	$	15,335
Risk-weighted assets	$	88,910	$	86,730
Average total assets for leverage capital purposes	$	119,990	$	119,052



	U.S. Basel III								Minimum Capital Requirement with Capital Conservation Buffer ⁽¹⁾					To Be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in millions)	June 30, 2018				December 31, 2017				June 30, 2018
Capital Ratios	Amount		Ratio		Amount		Ratio		Amount			Ratio		Amount			Ratio
Common Equity Tier 1 capital (to risk-weighted assets)	$	14,487	16.29	%	$	14,028	16.17	%	≥	$	5,668	6.375	%	≥	$	5,779	6.50	%
Tier 1 capital (to risk-weighted assets)	14,487		16.29		14,028		16.17		≥	7,002		7.875		≥	7,113		8.00
Total capital (to risk-weighted assets)	15,016		16.89		15,335		17.68		≥	8,780		9.875		≥	8,891		10.00
Tier 1 leverage⁽²⁾	14,487		12.07		14,028		11.78		≥	4,800		4.000		≥	6,000		5.00

(1)Beginning January 1, 2018, the minimum capital requirement includes a capital conservation buffer of 1.875%.

(2)Tier 1 capital divided by quarterly average assets (excluding certain disallowed assets, primarily goodwill and other intangibles).

During the second quarter of 2018, the Company repaid $750 million of subordinated debt due to MUFG Bank, Ltd. resulting in the decline in Tier 2 capital.

In addition to capital ratios determined in accordance with regulatory requirements, we consider the tangible common equity ratio when evaluating capital utilization and adequacy. This capital ratio is monitored by management, and presented below, to further facilitate the understanding of our capital structure and for use in assessing and comparing the quality and composition of the Company’s capital structure to other financial institutions. This ratio is not codified within GAAP or federal banking regulations in effect at June 30, 2018. Therefore, it is considered a non-GAAP financial measure. Our tangible common equity ratio calculation method may differ from those used by other financial services companies.

Table of Contents

The following table summarizes the calculation of the Company's tangible common equity ratios as of June 30, 2018 and December 31, 2017.



	June 30, 2018			December 31, 2017
(Dollars in millions)	June 30, 2018			December 31, 2017
Total MUAH stockholders' equity	$	18,462		$	18,255
Goodwill	(3,301		)	(3,301		)
Intangible assets, except mortgage servicing rights	(299		)	(313		)
Deferred tax liabilities related to goodwill and intangible assets	57			55
Tangible common equity (a)	$	14,919		$	14,696
Total assets	$	160,373		$	154,550
Goodwill	(3,301		)	(3,301		)
Intangible assets, except mortgage servicing rights	(299		)	(313		)
Deferred tax liabilities related to goodwill and intangible assets	57			55
Tangible assets (b)	$	156,830		$	150,991
Tangible common equity ratio (a)/(b)	9.51		%	9.73		%

The Company’s fully phased-in Common Equity Tier 1 capital ratio calculated under the U.S. Basel III standardized approach at June 30, 2018 and December 31, 2017 was estimated to be 16.24% and 16.27%, respectively. Management believes that the Company would satisfy all capital adequacy requirements under the U.S. Basel III rules on a fully phased-in basis if those requirements had been effective at both June 30, 2018 and December 31, 2017.

The following table summarizes the calculation of the Company's fully phased-in Common Equity Tier 1 capital to total risk-weighted assets ratio under the U.S. Basel III standardized approach as of June 30, 2018 and December 31, 2017.



Common Equity Tier 1 capital under U.S. Basel III (standardized approach; fully phased-in)
	June 30, 2018			December 31, 2017
(Dollars in millions)	(Estimated)			(Estimated)
Common Equity Tier 1 capital under U.S. Basel III (transitional)	$	16,149		$	15,708
Other	—			(51		)
Common Equity Tier 1 capital estimated under U.S. Basel III (standardized approach; fully phased-in) (a)	$	16,149		$	15,657
Risk-weighted assets, estimated under U.S. Basel III (standardized; transitional)	$	99,418		$	96,330
Adjustments	—			(107		)
Total risk-weighted assets, estimated under U.S. Basel III (standardized approach; fully phased-in) (b)	$	99,418		$	96,223
Common Equity Tier 1 capital to total risk-weighted assets estimated under U.S. Basel III (standardized approach; fully phased-in)⁽¹⁾(a)/(b)	16.24		%	16.27		%

(1)

Common Equity Tier 1 risk-based capital (standardized, fully phased-in basis) is a non-GAAP financial measure that is used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies as if the transition provisions of the U.S. Basel III rules were fully phased-in for the period in which the ratio is disclosed. Management reviews this ratio, which excludes components of accumulated other comprehensive loss, along with other measures of capital as part of its financial analyses and has included this non-GAAP information, and the corresponding reconciliation from Common Equity Tier 1 capital (calculated according to the transition provisions under U.S. Basel III rules) because of current interest in such information by market participants.

For additional information regarding our regulatory capital requirements, see "Supervision and Regulation – Regulatory Capital and Liquidity Standards" in Part I, Item 1. in our 2017 Form 10-K.

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Risk Management

All financial institutions must manage and control a variety of business risks that can significantly affect their financial condition and performance. Some of the key risks that the Company must manage include credit, market, liquidity, operational, interest rate, compliance, reputation and strategic risks. The Board, directly or through its appropriate committees, provides oversight and approves our various risk management policies. Management has established a risk management structure that is designed to provide a comprehensive approach for identifying, measuring, monitoring, controlling and reporting on the significant risks faced by the Company. For additional information regarding our risk management structure and framework, refer to the section “Risk Management” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 Form 10-K.

Credit Risk Management

One of our principal business activities is the extension of credit to individuals and businesses. Our policies and the applicable laws and regulations governing the extension of credit require risk analysis, including an extensive evaluation of the purpose of the request and the borrower’s ability and willingness to repay as scheduled. Our process also includes ongoing portfolio and credit management through portfolio diversification, lending limit constraints, credit review and approval policies, and extensive internal monitoring. For additional information regarding our credit risk management policies, refer to the section “Credit Risk Management” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 Form 10-K.

Allowance for Credit Losses

We maintain an allowance for credit losses (defined as both the allowance for loan losses and the allowance for losses on unfunded credit commitments) to absorb losses inherent in the loan portfolio as well as for unfunded credit commitments. Understanding our policies on the allowance for credit losses is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, our significant accounting policies on the allowance for credit losses are discussed in detail in Note 1 to our Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” and in the section “Allowance for Credit Losses” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 Form 10-K. During the first quarter of 2018, the Company refined its methodology for estimating the allowance for commercial loans collectively evaluated for impairment and the allowance for losses on unfunded credit commitments. Previously the Company derived the allowance for these loans by assigning a loss factor based on an internal risk rating that estimated the probability that a credit facility may ultimately default (i.e. probability of default). The refinement implemented during the quarter now utilizes a dual factor internal risk rating system that encompasses both the probability of default and an estimate of the severity of the loss that would be realized upon such default (i.e. the loss-given default). During the second quarter of 2018, the Company implemented refinements to the qualitative considerations used in our reserve methodology. For additional information regarding our allowance for loan losses, refer to Note 3 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” of this Form 10-Q.

The allowance for loan losses was $445 million at June 30, 2018 compared with $476 million at December 31, 2017. Our ratio of allowance for loan losses to total loans held for investment was 0.54% as of June 30, 2018 and 0.59% as of December 31, 2017. The reversal of provision for loan losses was $13 million and $18 million for the three and six months ended June 30, 2018, respectively, reflecting general improvement in portfolio credit quality and refinements to the qualitative considerations used in our reserve methodology during the second quarter of 2018. The unallocated allowance for loan losses decreased from $30 million at December 31, 2017 to $5 million at June 30, 2018. This decrease resulted from refinements to the methodology used to measure credit risk ascribed to the commercial loan portfolio segment, which previously had been estimated within the unallocated allowance for loan losses. Net loans charged off to average total loans held for investment were 0.01% and 0.03% for the three and six months ended June 30, 2018, respectively, compared with 0.19% and 0.24% for the three and six months ended June 30, 2017, respectively.

Nonaccrual loans were $404 million at June 30, 2018 compared with $465 million at December 31, 2017. The decrease in nonaccrual loans outstanding during the six months ended June 30, 2018 was primarily driven

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by paydowns and payoffs. Our ratio of nonaccrual loans to total loans held for investment decreased to 0.49% at June 30, 2018 from 0.58% at December 31, 2017. Our ratio of allowance for loan losses to nonaccrual loans increased to 110.23% at June 30, 2018 from 102.37% at December 31, 2017. Criticized credits in the commercial segment were $1.5 billion at June 30, 2018 and $1.6 billion at December 31, 2017. Refer to Note 3 to our Consolidated Financial Statements in Part I, Item 1. "Financial Statements" in this Form 10-Q for a description of criticized credits.

Change in the Allowance for Loan Losses

The following table sets forth a reconciliation of changes in our allowance for loan losses.



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in millions)	2018			2017			2018			2017
Allowance for loan losses, beginning of period	$	460		$	570		$	476		$	639
(Reversal of) provision for loan losses	(13		)	(20		)	(18		)	(34		)
Other	—			(1		)	—			—
Loans charged off:
Commercial and industrial	(1		)	(29		)	(7		)	(78		)
Commercial and industrial - transfer to held for sale	—			—			—			(6		)
Total commercial portfolio	(1		)	(29		)	(7		)	(84		)
Residential mortgage	—			1			—			1
Home equity and other consumer loans	(9		)	(12		)	(19		)	(23		)
Total consumer portfolio	(9		)	(11		)	(19		)	(22		)
Total loans charged-off	(10		)	(40		)	(26		)	(106		)
Recoveries of loans previously charged-off:
Commercial and industrial	7			4			10			12
Commercial mortgage	—			—			—			1
Total commercial portfolio	7			4			10			13
Home equity and other consumer loans	1			—			3			1
Total consumer portfolio	1			—			3			1
Total recoveries of loans previously charged-off	8			4			13			14
Net loans recovered (charged-off)	(2		)	(36		)	(13		)	(92		)
Ending balance of allowance for loan losses	445			513			445			513
Allowance for losses on unfunded credit commitments	120			144			120			144
Total allowance for credit losses	$	565		$	657		$	565		$	657

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Nonperforming Assets

Nonperforming assets consist of nonaccrual loans and OREO. Nonaccrual loans are those for which management has discontinued accrual of interest because there exists significant uncertainty as to the full and timely collection of either principal or interest, or such loans have become contractually past due 90 days with respect to principal or interest. OREO includes property where the Bank acquired title through foreclosure or “deed in lieu” of foreclosure. For a more detailed discussion of the accounting for nonaccrual loans, see Note 1 to our Consolidated Financial Statements included in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2017 Form 10-K.

The following table sets forth the components of nonperforming assets and TDRs.



	June 30, 2018		December 31, 2017		Increase (Decrease)
(Dollars in millions)	June 30, 2018		December 31, 2017		Amount			Percent
Nonaccrual loans:
Commercial and industrial	$	270	$	319	$	(49	)	(15	)%
Commercial mortgage	11		20		(9		)	(45	)
Total commercial portfolio	281		339		(58		)	(17	)
Residential mortgage	100		104		(4		)	(4	)
Home equity and other consumer loans	23		22		1			5
Total consumer portfolio	123		126		(3		)	(2	)
Total nonaccrual loans	404		465		(61		)	(13	)
OREO	—		1		(1		)	(100	)
Total nonperforming assets	$	404	$	466	$	(62	)	(13	)
Troubled debt restructurings:
Accruing	$	337	$	348	$	(11	)	(3	)%
Nonaccruing (included in total nonaccrual loans above)	239		229		10			4
Total troubled debt restructurings	$	576	$	577	$	(1	)	—

Total nonperforming assets as of June 30, 2018 were $404 million, or 0.25% of total assets, compared with $466 million, or 0.30% of total assets, at December 31, 2017. The decrease in nonperforming assets of $62 million from December 31, 2017 to June 30, 2018 was driven primarily by paydowns and payoffs.

Troubled Debt Restructurings

TDRs are loans where we have granted a concession to a borrower as a result of the borrower experiencing financial difficulty and, consequently, we receive less than the current market-based compensation for loans with similar risk characteristics. Such loans are reviewed for impairment either individually or in pools with similar risk characteristics. Our loss mitigation strategies are designed to minimize economic loss and, at times, may result in changes to the original terms, including interest rate changes, maturity extensions, principal paydowns, covenant waivers or changes, payment deferrals, or some combination thereof. We evaluate whether these changes to the terms and conditions of our loans meet the TDR criteria after considering the specific situation of the borrower and all relevant facts and circumstances related to the modification. For our consumer portfolio segment, TDRs are typically initially placed on nonaccrual and a minimum of six consecutive months of sustained performance is required before returning to accrual status. For our commercial portfolio segment, we generally determine accrual status for TDRs by performing an individual assessment of each loan, which may include, among other factors, borrower performance under previous loan terms.

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The following table provides a summary of TDRs by loan type, including nonaccrual loans and loans that have been returned to accrual status, as of June 30, 2018 and December 31, 2017. See Note 3 to our Consolidated Financial Statements in Part I, Item 1. "Financial Statements" in this Form 10-Q for more information.



					As a Percentage of Ending Loan Balances
(Dollars in millions)	June 30, 2018		December 31, 2017		June 30, 2018		December 31, 2017
Commercial and industrial	$	219	$	202	0.89	%	0.87	%
Commercial mortgage	54		7		0.37		0.05
Construction	78		128		4.99		7.21
Total commercial portfolio	351		337		0.86		0.82
Residential mortgage	202		215		0.54		0.60
Home equity and other consumer loans	23		25		0.60		0.72
Total consumer portfolio	225		240		0.54		0.61
Total restructured loans	$	576	$	577	0.70		0.72

Loans 90 Days or More Past Due and Still Accruing

Loans held for investment 90 days or more past due and still accruing totaled $10 million and $12 million at June 30, 2018 and at December 31, 2017, respectively.

Concentration of Risk

Commercial and industrial loans are extended principally to corporations, middle-market businesses and small businesses and are originated primarily through our commercial banking offices. Our commercial and industrial portfolio is comprised primarily of the following industry sectors: finance and insurance, real estate and leasing, power and utilities, information and manufacturing. No individual industry sector exceeded 10% of our total loans held for investment at either June 30, 2018 or December 31, 2017.

Construction and commercial mortgage loans are secured by deeds of trust or mortgages. Construction loans are extended primarily to commercial property developers and to residential builders. At June 30, 2018, 60% of the Company’s construction loan portfolio was concentrated in California, 16% to borrowers in New York and 6% to borrowers in Texas. The commercial mortgage loan portfolio consists of loans secured by commercial income properties. At June 30, 2018, 65% of the Company’s commercial mortgage loans were made to borrowers located in California, 6% to borrowers in New York, and 7% to borrowers in the state of Washington.

Residential mortgage loans are originated and secured by one-to-four family residential properties, through our multi-channel network, including branches, private bankers, mortgage brokers, telephone services and web-based and mobile internet banking applications. We do not have a program for originating or purchasing subprime loan products and we hold the majority of the loans we originate.

At June 30, 2018, payment terms on 35% of our residential mortgage loans required a monthly payment that covers the full amount of interest due, but did not reduce the principal balance. At origination, these interest-only loans had strong credit profiles and had weighted average LTV ratios of approximately 65%. The remainder of the portfolio consisted of regularly amortizing loans.

Home equity and other consumer loans are originated principally through our branch network and Private Banking offices. Approximately 28% and 29% of these home equity loans and lines were supported by first liens on residential properties as of June 30, 2018 and December 31, 2017, respectively. To manage risk associated with lending commitments, we review all equity-secured lines annually for creditworthiness and may reduce or freeze limits, to the extent permitted by laws and regulations. See Note 3 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” in this Form 10-Q for additional information on refreshed FICO scores and refreshed LTV ratios for our residential mortgage and home equity and other consumer loans at June 30, 2018 and December 31, 2017.

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Market Risk Management

The objective of market risk management is to mitigate any adverse impact on earnings and capital arising from changes in interest rates and other market variables. Market risk management supports our broad objective of enhancing shareholder value, which encompasses the achievement of stable earnings growth while promoting capital stability over time. Market risk is defined as the risk of loss arising from an adverse change in the market value of financial instruments caused by fluctuations in market prices or rates. The primary market risk to which we are exposed is interest rate risk. Interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading and for trading. Other than trading interest rate risk arises from loans, securities, deposits, borrowings, securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowing and lending transactions, and derivative instruments. Trading interest rate risk primarily arises from trading activities at MUAH's broker-dealer subsidiary, MUSA, and derivative contracts MUB enters into as a financial intermediary for customers.

Market Risk Governance

The MRM Policy, adopted by the Risk Committee of the Board of Directors, governs the Company’s management and oversight of market risk. The MRM Policy establishes the Company’s risk tolerance by outlining standards for measuring market risk, creates Board-level limits for specific market risks, and establishes MRMC responsibilities and oversight of market risk activities.

ARC, composed of selected senior officers of the Company, supports the MRM Policy setting process by striving to ensure that the Company has an effective process to identify, monitor, measure and manage market risk as required by the MRM Policy. ARC provides oversight of the risk management framework and reviews and discusses market risk management reports and trends. MRMC approves the trading policies that govern the Company’s activities. ALCO is responsible for the approval of specific interest rate risk management programs, including those related to interest rate hedging, investment securities and wholesale funding of MUAH, along with approval of capital policies.

The Treasurer is primarily responsible for the implementation of interest rate risk management strategies approved by ALCO and for operational management of market risk, as defined above, through funding, investment and derivatives hedging activities. The MRM unit is responsible for monitoring market risk and functions independently of all operating and management units and subsidiaries.

The Company has separate and distinct methods for managing the market risk associated with our asset and liability management activities and our trading activities, as described below.

Interest Rate Risk Management

ALCO monitors interest rate risk from ALM activities on a monthly basis through a variety of modeling techniques that are used to quantify the sensitivity of net interest income to changes in interest rates. Our net interest income sensitivity analysis typically involves a simulation in which we estimate the net interest income impact of gradual parallel shifts in the yield curve of up 200 basis points and down 100 basis points over a 12-month horizon using a forecasted balance sheet.

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Net Interest Income Sensitivity

The table below presents the estimated increase (decrease) in the Company's net interest income given a gradual parallel shift in the yield curve up 200 basis points and down 100 basis points over a 12-month horizon.



(Dollars in millions)	June 30, 2018			December 31, 2017
Effect on net interest income:
Increase 200 basis points	$	139.3		$	100.2
as a percentage of base case net interest income	4.30		%	3.21		%
Decrease 100 basis points	$	(88.9	)	$	(75.7	)
as a percentage of base case net interest income	(2.74		)%	(2.42		)%

An increase in rates increases net interest income. During the six months ended June 30, 2018, the Company's asset sensitive profile increased due to changes in balance sheet composition, changes in the ALM derivatives portfolio and forecasted balance sheet activity over the next twelve months. During the quarter ended June 30, 2018, the Company terminated receive fixed swap contracts used to hedge floating rate commercial loans which contributed to an increase in the Company's asset sensitivity.

MUSA's securities borrowed or purchased under resale agreements and securities loaned or sold under repurchase agreements are included in the Company's net interest income sensitivity analysis. However, due to the short-term nature of these interest-bearing assets and liabilities, the Company also monitors net interest income sensitivity excluding these balances. Excluding the impact of MUSA, the Company would have a slightly greater asset sensitive risk profile at June 30, 2018.

We believe that our simulation provides management with a comprehensive view of the sensitivity of net interest income to changes in interest rates over the measurement horizon. However, as with any financial model, the underlying assumptions are inherently uncertain and subject to refinement. In particular, two significant models used in interest rate risk measurement address residential mortgage prepayment speeds and non-maturity deposit rate and balance behaviors. The mortgage prepayment model is periodically calibrated to reflect changes in customer behavior. Model performance may be adversely affected by rapid changes in interest rates, home prices and the credit environment. The deposit model uses the Company’s historical deposit pricing to forecast future deposit pricing in its scenarios. Management’s response to future rate scenarios may deviate from historical responses as the 2008 financial crisis may have changed future competitive responses and customer behaviors with respect to deposit repricing. Actual results may differ from those derived in the simulation analysis due to unexpected market events, unanticipated changes in customer behavior, market interest rates, product pricing, and investment, funding and hedging activities.

Investment Securities

Our ALM securities portfolio includes both securities available for sale and securities held to maturity. At June 30, 2018 and December 31, 2017, our ALM securities portfolio fair values were $25.2 billion and $25.7 billion, respectively. Our ALM securities portfolio is comprised of RMBS, Cash Flow CLOs, CMBS, U.S. Treasury securities and government-sponsored agency securities. The portfolio had an expected weighted average life of 4.8 years at June 30, 2018. At June 30, 2018, approximately $2.1 billion of the portfolio was pledged to secure trust and public deposits and for other purposes as required or permitted by law. During the six months ended June 30, 2018, we purchased $2.7 billion and sold $0.6 billion of securities as part of our investment portfolio strategy, while $2.1 billion of ALM securities matured, were paid down, or were called.

Based on current prepayment projections, the estimated ALM securities portfolio’s effective duration was 3.8 years at June 30, 2018, compared with 3.7 years at December 31, 2017. Effective duration is a measure of price sensitivity of a bond portfolio to immediate parallel shifts in interest rates. An effective duration of 3.8 years suggests an expected price decrease of approximately 3.8% for an immediate 1.0% parallel increase in interest rates.

In addition to our ALM securities, our securities available for sale portfolio includes approximately $1.4 billion of direct bank purchase bonds that are largely managed within our Regional Bank and U.S. Wholesale & Investment Banking operating segments. These instruments are accounted for as securities, but underwritten

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as loans with terms that are closely aligned with traditional commercial loan features, and are subject to national bank regulatory lending authority standards. These instruments typically are not issued in bearer form, nor are they registered with the SEC or the Depository Trust Company. Additionally, these instruments generally contain certain transferability restrictions and are not assigned external credit ratings.

ALM and Other Risk Management Derivatives

The notional amount of the ALM derivatives portfolio decreased during the six months ended June 30, 2018 as the Company terminated receive fixed swap contracts used to hedge floating rate commercial loans in order to increase earnings at risk sensitivity given expectations of rising rates. The gross negative fair value of ALM derivatives decreased during the six months ended June 30, 2018 primarily as a result of hedge terminations. Other risk management derivatives are primarily used to manage non-interest rate related risks. For additional discussion of derivative instruments and our hedging strategies, see Note 9 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” in this Form 10-Q.



(Dollars in millions)	June 30, 2018			December 31, 2017			Increase (Decrease)
Total gross notional amount of ALM and other risk management derivatives
ALM derivatives:
Interest rate swap receive fixed contracts	$	181		$	7,498		$	(7,317	)
Total ALM derivatives	181			7,498			(7,317		)
Other risk management derivatives	1,300			1,345			(45		)
Total ALM and other risk management derivatives	$	1,481		$	8,843		$	(7,362	)

Fair value of ALM and other risk management derivatives
ALM derivatives:
Gross positive fair value	$	4		$	2		$	2
Gross negative fair value	—			149			(149		)
Positive (negative) fair value of ALM derivatives, net	4			(147		)	151
Other risk management derivatives:
Gross positive fair value	1			3			(2		)
Gross negative fair value	22			9			13
Positive (negative) fair value of other risk management derivatives, net	(21		)	(6		)	(15		)
Positive (negative) fair value of ALM and other risk management derivatives, net	$	(17	)	$	(153	)	$	136

Trading Activities

Trading activities consist primarily of activities at MUAH's broker-dealer subsidiary, MUSA, and derivative contracts MUB enters into as a financial intermediary for customers. MUSA transacts as principal and agent for a variety of securities and exchange traded derivatives. By acting as a financial intermediary, MUB is able to provide our customers with access to a range of products from the securities, foreign exchange and derivatives markets. We generally take offsetting positions to mitigate our exposure to market risk.

The Company monitors market risk from trading activities by utilizing a combination of position limits, VaR, and stop-loss limits, applied at an aggregated level and to various sub-components within those limits. Positions are controlled and reported both in notional and VaR terms. Our calculation of VaR estimates how high the loss in fair value might be, at a 99% confidence level, due to an adverse shift in market prices over a period of ten business days. VaR at the trading activity level is managed within the maximum limit of $38 million established by Board policy for total trading positions. The VaR model incorporates assumptions on key parameters, including holding period and historical volatility.

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The following table sets forth the average, high and low 10-day 99% confidence level VaR for our trading activities for the three months ended June 30, 2018 and June 30, 2017.



(Dollars in millions)	June 30, 2018		June 30, 2017
Average VaR	$	11.5	$	9.1
High VaR	16.8		10.9
Low VaR	8.6		6.7

Consistent with our business strategy of focusing on the sale of capital markets products to customers, we manage our trading risk exposures at relatively low levels. Our foreign exchange business continues to derive the majority of its revenue from customer-related transactions.

The following table provides the fair value of our trading account portfolio as of June 30, 2018 and December 31, 2017, and the change in fair value between June 30, 2018 and December 31, 2017.



(Dollars in millions)	June 30, 2018			December 31, 2017		Increase (Decrease)
Fair value of trading account assets:
U.S. Treasury securities	$	2,773		$	1,926	$	847
Corporate bonds	1,410			1,054		356
Mortgage-backed securities	6,978			6,339		639
Derivatives (including netting adjustment)	471			712		(241		)
Other	688			536		152
Trading account assets	$	12,320		$	10,567	$	1,753

Fair value of trading account liabilities:
U.S. Treasury securities	$	3,488		$	2,709	$	779
Corporate bonds	779			348		431
Derivatives (including netting adjustment)	588			501		87
Other	136			42		94
Trading account liabilities	$	4,991		$	3,600	$	1,391

Additional trading account derivative detail:
Total gross notional amount of positions held for trading purposes:
Interest rate contracts	$	108,129		$	132,214	$	(24,085	)
Commodity contracts	569			1,244		(675		)
Foreign exchange contracts	7,975			7,053		922
Equity contracts	815			1,496		(681		)
Other contracts	46			4		42
Total	$	117,534		$	142,011	$	(24,477	)
Fair value of positions held for trading purposes:
Gross positive fair value	$	802		$	1,317	$	(515	)
Gross negative fair value	912			969		(57		)
Positive (negative) fair value of positions, net	$	(110	)	$	348	$	(458	)

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Liquidity Risk Management

Liquidity risk is the risk that an institution's financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its contractual, including contingent, obligations. The objective of liquidity risk management is to maintain a sufficient amount of liquidity and diversity of funding sources to allow an institution to meet obligations in both stable and adverse conditions.

The management of liquidity risk is governed by MUAH ALM and Liquidity Risk Management Policies. The MUAH ALM Policy is under the oversight of ALCO, which oversees first line liquidity risk management activities conducted by Treasury. Treasury formulates the funding, liquidity and contingency planning strategies for the Company, the Bank and MUSA, and is responsible for identifying, managing and reporting on liquidity risk. The Liquidity Risk Management Policies for the Company, the Bank and MUSA are under the oversight of the ARC and the Risk Committee of the Board. MRM conducts independent oversight and governance of liquidity risk management activities to establish sound policies and effective risk and independent monitoring controls. We are also subject to a Contingency Funding Plan framework that identifies actions to be taken to help ensure adequate liquidity if an event should occur that disrupts or adversely affects the normal funding activities of the Company, the Bank or MUSA.

Liquidity risk is managed using a total balance sheet perspective that analyzes all sources and uses of liquidity including loans, investments, deposits and borrowings, as well as off-balance sheet exposures. Although we make an effort to diversify our sources of liquidity, as discussed below, we will be required to maintain a minimum amount of TLAC-eligible debt due to affiliates beginning January 1, 2019. Various tools are used to measure and monitor liquidity, including forecasting of the sources and uses of cash flows over multiple time horizons and stress testing of the forecasts under various scenarios. Stress testing, which incorporates both institution-specific and systemic market scenarios, as well as a combination scenario that adversely affects the Company's liquidity position and profile, facilitates the identification of appropriate remedial measures to help ensure that the Company maintains adequate liquidity in adverse conditions. Such measures may include extending the maturity profile of liabilities, optimizing liability levels through pricing strategies, adding new funding sources, altering dependency on certain funding sources, adjusting asset growth and financing or selling assets.

In December 2016, the Federal Reserve finalized rules imposing new TLAC requirements on GSIBs with operations in the U.S., such as MUFG. The final rule includes an Internal TLAC requirement which sets a minimum amount of loss-absorbing instruments, which must be issued by the Company to MUFG or MUFG Bank, Ltd. (or another wholly-owned non-U.S. subsidiary of MUFG) due to MUFG's single point of entry resolution approach. These loss absorbing instruments are comprised of Tier 1 regulatory capital and long-term debt. TLAC Tier 1 regulatory capital is designed to absorb ongoing losses, while the conversion of TLAC-eligible long-term debt into common equity of the Company is intended to recapitalize the Company prior to any bankruptcy or insolvency proceedings. The Company will be required to comply with these new rules by January 1, 2019. The Company expects to restructure existing debt issued to MUFG Bank, Ltd. and replace a portion of its externally-placed debt with the issuance of internal TLAC-eligible debt issued to MUFG Bank, Ltd. in order to comply with the new rules. See "Supervision and Regulation – Dodd-Frank Act and Related Regulations" in Part I, Item 1. "Business" in our 2017 Form 10-K.

We maintain a substantial level of available liquidity in the form of on-balance sheet and off-balance sheet funding sources. Sources of liquidity include cash at the Federal Reserve, unencumbered liquid securities, and capacity to borrow on a secured basis at the FHLB of San Francisco and the Federal Reserve Bank’s Discount Window. Total unpledged securities were $23.1 billion at June 30, 2018. Our primary funding sources are customer deposits, secured FHLB advances, and unsecured short-term and long-term debt. Total deposits increased $0.7 billion from $84.8 billion at December 31, 2017 to $85.5 billion at June 30, 2018. As of June 30, 2018, the Bank had $13.4 billion of borrowings outstanding with the FHLB of San Francisco, and the Bank had a remaining combined unused borrowing capacity from the FHLB of San Francisco and the Federal Reserve Bank of $23.7 billion. The Bank maintains a $12.0 billion unsecured bank note program. Available funding under the bank note program was $5.9 billion at June 30, 2018. We do not have any firm commitments in place to sell additional notes under this program.

In addition to managing liquidity risk on a consolidated basis and at each of the major subsidiaries (the Bank and MUSA), we assess and monitor liquidity at the parent company (MUAH) and the other non-bank subsidiaries. The parent company maintains sufficient liquidity to meet expected obligations, without access to the wholesale funding markets or dividends from subsidiaries, for at least 20 months. At June 30, 2018, the parent company’s liquidity exceeded 20 months.

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MUAH and its subsidiaries may borrow on a long-term basis from MUFG Bank, Ltd. and affiliates. As of June 30, 2018, the Company had total long-term debt issued to MUFG Bank, Ltd. and affiliates of $5.3 billion.

The Company’s total wholesale funding included $13.7 billion of long-term debt (excluding nonrecourse debt) and $9.8 billion of short-term debt at June 30, 2018. For additional information regarding our outstanding debt, refer to Note 6 and Note 7 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” in this Form 10-Q. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity in adverse circumstances.

Our costs and ability to raise funds in the capital markets are influenced by our credit ratings. In April 2018, Standard & Poor's revised the outlook on MUAH, MUB and MUSA to positive from stable following a similar revision to MUFG’s outlook. The change in MUFG’s outlook is a result of Standard & Poor's revising the outlook on the long-term sovereign rating of Japan to positive from stable. The following table provides our credit ratings as of June 30, 2018.



		MUFG Union Bank, N.A.		MUFG Securities Americas Inc.	MUFG Americas Holdings Corporation
		Deposits	Senior Debt	Senior Debt	Senior Debt
Standard & Poor's	Long-term	—	A	A	A-
	Short-term	—	A-1	A-1	A-2
Moody's	Long-term	Aa2	A2	—	A2
	Short-term	P-1	P-1	—	—
Fitch	Long-term	A+	A	A	A
	Short-term	F1	F1	F1	F1

For further information, including information about rating agency assessments, see “The Bank of Tokyo-Mitsubishi UFJ’s and Mitsubishi UFJ Financial Group’s credit ratings and financial or regulatory condition could adversely affect our operations” and "Our credit ratings are important in order to maintain liquidity" in Part I, Item 1A. "Risk Factors" in our 2017 Form 10-K.

Operational Risk Management

Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk includes legal risk, which includes exposure to fines, penalties, or punitive damages resulting from supervisory actions, as well as private settlements, but excludes strategic and reputation risk. In particular, information security is a significant operational risk element for the Company and includes the risk of losses resulting from cyber-attacks. See “We are subject to a wide array of operational risks, including, but not limited to, cyber-security risks” in Part I, Item 1A. “Risk Factors” in our 2017 Form 10-K. Operational risk is mitigated through a system of internal controls that are designed to keep these risks at appropriate levels. For additional information regarding our operational risk management policies, refer to the section “Operational Risk Management” included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2017 Form 10-K.

Business Segments

The Company has four reportable segments: Regional Bank, U.S. Wholesale & Investment Banking, Transaction Banking, and MUSA. For a more detailed description of these reportable segments, refer to Note 13 to our Consolidated Financial Statements in Part I, Item 1. “Financial Statements” in this Form 10-Q.

Unlike U.S. Generally Accepted Accounting Principles (GAAP), there is no standardized or authoritative guidance for management accounting. Consequently, reported results are not necessarily comparable with those presented by other companies and they are not necessarily indicative of the results that would be reported by our business units if they were separate economic entities. The information set forth in the tables that follow is prepared using various management accounting methodologies to measure the performance of the individual

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segments. During the normal course of business, the Company occasionally changes or updates its management accounting methodologies or organizational structure. Certain non-bank subsidiaries, including MUSA, are reported based on their GAAP results. For a description of these methodologies, see Note 13 to our Consolidated Financial Statements included in Part I, Item 1. “Financial Statements” of this Form 10-Q.

In the second quarter of 2018, the Company began measuring the performance of its business segments by reporting revenues and expenses from products and services sold entirely within the business segment that manages the customer relationship. The Company previously applied a “market view” perspective in measuring the business segments, which reported revenues and expenses from products and services sold in both the business segment that provided the product and the business segment that managed the customer relationship. Prior period results have been revised to conform to the current period presentation.

Regional Bank

The Regional Bank offers a wide range of financial products and services to individuals and businesses on the West Coast. Capabilities are delivered through a network of retail and private banking offices, digital channels, relationship managers, call centers and ATMs.

Consumers have access to checking and deposit accounts, residential mortgage loans, consumer loans, home equity lines of credit, credit cards, bill and loan payment services, and merchant services. Additionally, online deposit savings products are offered through PurePoint Financial which provides services to customers online and through a call center and a network of financial centers.

Commercial clients with up to $1 billion in annual revenue have access to commercial and asset-based loans, and professional real estate developers are offered financing solutions for existing properties and construction projects. Through partnerships with other areas of the Bank, these clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange, interest rate risk and commodity risk management products and services.

The Wealth Markets Division serves corporate, institutional, non-profit and individual clients. Products and services include wealth planning, trust and estate services, investment management, brokerage and private wealth management.

The following table sets forth the results for the Regional Bank segment.



Regional Bank
	For the Three Months Ended June 30,					Increase (Decrease)					For the Six Months Ended June 30,				Increase (Decrease)
(Dollars in millions)	2018			2017		Amount			Percent		2018		2017		Amount			Percent
Results of operations
Net interest income	$	540		$	510	$	30		6	%	$	1,067	$	1,011	$	56		6	%
Noninterest income	116			110		6			5		227		218		9			4
Total revenue	656			620		36			6		1,294		1,229		65			5
Noninterest expense	532			497		35			7		1,034		996		38			4
(Reversal of) provision for credit losses	(5		)	18		(23		)	(128	)	7		20		(13		)	(65	)
Income before income taxes and including noncontrolling interests	129			105		24			23		253		213		40			19
Income tax expense ⁽¹⁾	26			29		(3		)	(10	)	51		56		(5		)	(9	)
Net income (loss) attributable to MUAH	$	103		$	76	$	27		36		$	202	$	157	$	45		29
Average balances
Total loans held for investment	$	65,778		$	60,218	$	5,560		9	%	$	65,080	$	59,856	$	5,224		9	%
Total assets	69,541			64,110		5,431			8		68,847		63,753		5,094			8
Total deposits	54,186			54,652		(466		)	(1	)	54,092		54,096		(4		)	—


(1)	Income tax expense includes certain management accounting classification adjustments.

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Net interest income increased during the three and six months ended June 30, 2018 compared with the prior year periods, primarily due to balance sheet growth in loans and higher spreads on deposits, partially offset by continued margin compression on loans. Noninterest expense increased in the three and six months ended June 30, 2018, due primarily to the launch of new business lines and increased support function costs. The provision for credit losses during 2017 was primarily due to a reserve build related to a loan within the commercial portfolio and retail credit card losses in the second quarter of 2017.

U.S. Wholesale & Investment Banking

U.S. Wholesale & Investment Banking delivers the full suite of MUAH products and services to large and mid-corporate customers. The segment employs an industry-focused strategy including dedicated coverage teams in General Industries, Power and Utilities, Oil and Gas, Telecom and Media, Technology, Healthcare and Nonprofit, Public Finance, and Financial Institutions (predominantly Insurance and Asset Managers). U.S. Wholesale & Investment Banking provides customers general corporate credit and structured credit services, including project finance, leasing and equipment finance, commercial finance, funds finance and securitizations. By working with the Company's other segments, U.S. Wholesale & Investment Banking offers its customers a range of noncredit services, which include global treasury management, capital market solutions, and various foreign exchange, interest rate risk and commodity risk management products.

The following table sets forth the results for the U.S. Wholesale & Investment Banking segment.



U.S. Wholesale & Investment Banking
	For the Three Months Ended June 30,						Increase (Decrease)					For the Six Months Ended June 30,						Increase (Decrease)
(Dollars in millions)	2018			2017			Amount			Percent		2018			2017			Amount			Percent
Results of operations
Net interest income	$	101		$	112		$	(11	)	(10	)%	$	203		$	226		$	(23	)	(10	)%
Noninterest income	98			95			3			3		180			205			(25		)	(12	)
Total revenue	199			207			(8		)	(4	)	383			431			(48		)	(11	)
Noninterest expense	103			96			7			7		204			200			4			2
(Reversal of) provision for credit losses	(5		)	(33		)	28			85		(24		)	(42		)	18			43
Income (loss) before income taxes and including noncontrolling interests	101			144			(43		)	(30	)	203			273			(70		)	(26	)
Income tax expense (benefit) ⁽¹⁾	(4		)	35			(39		)	(111	)	136			70			66			94
Net income (loss) attributable to MUAH	$	105		$	109		$	(4	)	(4	)	$	67		$	203		$	(136	)	(67	)
Average balances
Total loans held for investment	$	15,738		$	18,094		$	(2,356	)	(13	)%	$	15,754		$	18,185		$	(2,431	)	(13	)%
Total assets	19,840			22,666			(2,826		)	(12	)	20,003			22,939			(2,936		)	(13	)
Total deposits	8,242			8,910			(668		)	(7	)	8,167			9,248			(1,081		)	(12	)


(1)	Income tax expense (benefit) includes certain management accounting classification adjustments.

Net interest income decreased during the three and six months ended June 30, 2018 compared with the same prior year periods due primarily to lower average loan balances. Noninterest income decreased during the six months ended June 30, 2018 due to lower fees from capital markets activities. The reversal of provision for credit losses during 2018 was primarily due to a reduction of the estimated allowance for credit losses as a result of refinements to the methodology used to measure credit risk ascribed to the commercial loan portfolio segment. The reversal of provision for credit losses during 2017 was due to general improvement in customer credit quality.

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Transaction Banking

Transaction Banking works alongside the Company's other segments to provide working capital management and asset servicing solutions, including deposits and treasury management, trade finance, and institutional trust and custody, to the Company's customers. The client base consists of financial institutions, corporations, government agencies, insurance companies, mutual funds, investment managers and non-profit organizations.

The following table sets forth the results for the Transaction Banking segment.



Transaction Banking
	For the Three Months Ended June 30,				Increase (Decrease)					For the Six Months Ended June 30,					Increase (Decrease)
(Dollars in millions)	2018		2017		Amount			Percent		2018			2017		Amount			Percent
Results of operations
Net interest income	$	67	$	60	$	7		12	%	$	131		$	115	$	16		14	%
Noninterest income	15		15		—			—		29			29		—			—
Total revenue	82		75		7			9		160			144		16			11
Noninterest expense	65		56		9			16		121			115		6			5
(Reversal of) provision for credit losses	—		—		—			nm		(1		)	—		(1		)	nm
Income before income taxes and including noncontrolling interests	17		19		(2		)	(11	)	40			29		11			38
Income tax expense ⁽¹⁾	4		8		(4		)	(50	)	11			12		(1		)	(8	)
Net income (loss) attributable to MUAH	$	13	$	11	$	2		18		$	29		$	17	$	12		71
Average balances
Total loans held for investment	$	41	$	47	$	(6	)	(13	)%	$	33		$	49	$	(16	)	(33	)%
Total assets	954		1,132		(178		)	(16	)	969			1,143		(174		)	(15	)
Total deposits	15,363		16,684		(1,321		)	(8	)	15,534			16,977		(1,443		)	(8	)


(1)	Income tax expense includes certain management accounting classification adjustments.

Transaction Banking earns revenue primarily from a net interest income funds transfer pricing credit on deposit liabilities, as well as service charges on deposit accounts and trust management fees. The increase in net interest income during the three and six months ended June 30, 2018 compared with the prior year periods was driven by widening spreads on deposits, partially offset by lower average deposit balances.

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MUFG Securities Americas

MUSA is MUAH's broker-dealer subsidiary which engages in capital markets origination transactions, private placements, collateralized financings, securities borrowing and lending transactions, and domestic and foreign debt and equity securities transactions.

The following table sets forth the results for the MUSA segment.



MUSA
	For the Three Months Ended June 30,				Increase (Decrease)					For the Six Months Ended June 30,				Increase (Decrease)
(Dollars in millions)	2018		2017		Amount			Percent		2018		2017		Amount			Percent
Results of operations
Net interest income	$	51	$	57	$	(6	)	(11	)%	$	105	$	116	$	(11	)	(9	)%
Noninterest income	77		88		(11		)	(13	)	165		172		(7		)	(4	)
Total revenue	128		145		(17		)	(12	)	270		288		(18		)	(6	)
Noninterest expense	116		112		4			4		232		217		15			7
Income before income taxes and including noncontrolling interests	12		33		(21		)	(64	)	38		71		(33		)	(46	)
Income tax expense ⁽¹⁾	3		13		(10		)	(77	)	9		27		(18		)	(67	)
Net income (loss) attributable to MUAH	$	9	$	20	$	(11	)	(55	)	$	29	$	44	$	(15	)	(34	)
Average balances
Total loans held for investment	$	—	$	—	$	—		—	%	$	—	$	—	$	—		—	%
Total assets	33,554		31,098		2,456			8		33,504		30,916		2,588			8
Total deposits	—		—		—			—		—		—		—			—


(1)	Income tax expense includes certain management accounting classification adjustments.

Net interest income decreased during the three and six months ended June 30, 2018 compared with the three and six months ended June 30, 2017, primarily due to an increase in short term interest rates on borrowings to fund trading assets. Noninterest income decreased during the second quarter of 2018 due primarily to decreases in trading account income and investment banking fees, partially offset by higher fees from affiliates. Noninterest expense increased primarily due to increases in commission expense and affiliate revenue sharing expense.

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Other

"Other" includes the MUFG Fund Services segment, Markets segment, Asian Corporate Banking segment, Corporate Treasury, and certain corporate activities of the Company. MUFG Fund Services provides comprehensive investment fund administrative solutions. Markets provides risk management solutions, including foreign exchange, interest rate and energy risk management solutions. Asian Corporate Banking offers a range of credit, deposit, and investment management products and services to companies located primarily in the U.S. that are affiliated with companies headquartered in Japan or other Asian countries. Corporate Treasury is responsible for ALM, wholesale funding, and the ALM investment securities and derivatives hedging portfolios.

In addition, "Other" includes the net impact of funds transfer pricing charges and credits allocated to the reportable segments; the residual costs of support groups; fees from affiliates and noninterest expenses associated with MUFG Bank, Ltd.'s U.S. branch banking operations; the unallocated allowance; goodwill, intangible assets, and the related amortization/accretion associated with the Company's privatization transaction; the elimination of the fully taxable-equivalent basis amount; the difference between the marginal tax rate and the consolidated effective tax rate; and FDIC covered assets.

The following table sets forth the results for Other.



Other
	For the Three Months Ended June 30,						Increase (Decrease)					For the Six Months Ended June 30,						Increase (Decrease)
(Dollars in millions)	2018			2017			Amount			Percent		2018			2017			Amount			Percent
Results of operations
Net interest income	$	66		$	55		$	11		20	%	$	144		$	121		$	23		19	%
Noninterest income	290			181			109			60		377			353			24			7
Total revenue	356			236			120			51		521			474			47			10
Noninterest expense	267			196			71			36		576			435			141			32
(Reversal of) provision for credit losses	(9		)	(7		)	(2		)	(29	)	(3		)	(30		)	27			90
Income before income taxes and including noncontrolling interests	98			47			51			109		(52		)	69			(121		)	(175	)
Income tax benefit ⁽¹⁾	(1		)	(22		)	21			95		(221		)	(19		)	(202		)	nm
Net income (loss) including noncontrolling interests	99			69			30			43		169			88			81			92
Deduct: net (income) loss from noncontrolling interests	15			10			5			50		14			15			(1		)	(7	)
Net income (loss) attributable to MUAH	$	114		$	79		$	35		44		$	183		$	103		$	80		78
Average balances
Total loans held for investment	$	460		$	141		$	319		226	%	$	472		$	154		$	318		206	%
Total assets	35,453			30,649			4,804			16		35,073			30,776			4,297			14
Total deposits	6,581			5,526			1,055			19		6,199			5,640			559			10


(1)	Income tax benefit includes certain management accounting classification adjustments.

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Critical Accounting Estimates

MUAH’s consolidated financial statements are prepared in accordance with GAAP, which includes management estimates and judgments. The financial information contained within our statements is, to a significant extent, financial information that is based on estimates used to measure the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. For example, we use discount factors and other assumptions to measure certain assets and liabilities. A change in the discount factor or other important assumptions could significantly increase or decrease the reported amounts of those assets and liabilities and result in either a beneficial or an adverse impact to our financial results. As discussed in the section "Allowance for Credit Losses" included in Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q, beginning in the first quarter of 2018 we estimate probability of default and the loss severity associated with the default (i.e. the loss-given default) to estimate the credit losses inherent in our loan and lease portfolios held for investment and certain off-balance sheet commitments on the balance sheet date. Actual losses could differ significantly from our loss estimates. Other significant estimates that we use include the valuation of certain derivatives and securities, the assumptions used in measuring our transfer pricing revenue, pension obligations, goodwill impairment, and assumptions regarding our effective tax rates. Management has reviewed and approved these critical accounting policies and has discussed these policies with the Audit & Finance Committee.

Understanding our accounting policies is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, both our critical accounting estimates and our significant accounting policies are discussed in detail in our 2017 Form 10-K. There were no material changes to these critical accounting estimates during the second quarter of 2018.

Non-GAAP Financial Measures

The following table presents a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and specific non-GAAP measures used to calculate return on average MUAH tangible common equity for the three and six months ended June 30, 2018 and 2017.



	For the Three Months Ended						For the Six Months Ended
(Dollars in millions)	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net income attributable to MUAH	$	344		$	295		$	510		$	524
Add: intangible asset amortization, net of tax	5			4			10			8
Net income attributable to MUAH, excluding intangible asset amortization (a)	$	349		$	299		$	520		$	532
Average MUAH stockholders' equity	$	18,309		$	17,600		$	18,221		$	17,462
Less: Goodwill	3,301			3,225			3,301			3,225
Less: Intangible assets, except mortgage servicing rights	303			213			306			217
Less: Deferred tax liabilities related to goodwill and intangible assets	(57		)	(72		)	(56		)	(75		)
Average MUAH tangible common equity (b)	$	14,762		$	14,234		$	14,670		$	14,095
Return on average MUAH tangible common equity⁽¹⁾ (a)/(b)	9.46		%	8.41		%	7.09		%	7.55		%

(1) Annualized.

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Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

We are disclosing the following information pursuant to Section 13(r) of the Securities Exchange Act of 1934 (Exchange Act), which requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with natural persons or entities designated by the U.S. government under specified Executive Orders. The scope of activities that must be reported includes activities not prohibited by U.S. law and conducted outside the United States in compliance with applicable local law. Because we are indirectly wholly-owned by MUFG, a Japanese corporation, our disclosure includes activities, transactions or dealings conducted outside the United States by non-U.S. affiliates of MUFG which are not controlled by us. We have requested that MUFG provide us a description of reportable activity under Section 13(r) and have received the following information:

During the quarter ended June 30, 2018, a non-U.S. subsidiary of MUFG engaged in business activities with entities in, or affiliated with, Iran, including counterparties owned or controlled by the Iranian government. Specifically, MUFG’s non-U.S. banking subsidiary, MUFG Bank, issued letters of credit and guarantees and provided remittance and other settlement services mainly in connection with customer transactions related to the purchase and exportation of Iranian crude oil to Japan, and in some cases, in connection with other petroleum/petrochemical-related as well as certain automotive-related (categories of activity for which U.S. secondary sanctions were generally suspended prior to May 8, 2018) transactions with Iran by its customers. These transactions did not involve U.S. dollars nor clearing services of U.S. banks for the settlement of payments. For the quarter ended June 30, 2018, the aggregate interest and fee income relating to these transactions was less than ¥30 million, representing less than 0.005 percent of MUFG’s total interest and fee income. Some of these transactions were conducted through the use of non-U.S. dollar correspondent accounts and other similar settlement accounts maintained with MUFG Bank outside the United States by Iranian financial institutions and other entities in, or affiliated with, Iran. In addition to such accounts, MUFG Bank receives deposits in Japan from, and provides settlement services in Japan to, fewer than ten Iranian government-related entities and fewer than 100 Iranian government-related individuals such as Iranian diplomats, and maintains settlement accounts outside the United States for certain other financial institutions specified in Executive Order 13382, which settlement accounts were frozen in accordance with applicable laws and regulations. For the quarter ended June 30, 2018, the average aggregate balance of deposits held in these accounts represented less than 0.1 percent of the average balance of MUFG’s total deposits. The fee income from the transactions attributable to these account holders was less than ¥3 million, representing less than 0.001 percent of MUFG’s total fee income. MUFG Bank also holds loans that were arranged prior to changes in applicable laws and regulations to borrowers in, or affiliated with, Iran, including entities owned by the Iranian government, the outstanding balance of which was less than ¥50 million, representing less than 0.0001 percent of MUFG’s total loans, as of June 30, 2018. For the quarter ended June 30, 2018, the aggregate gross interest and fee income relating to these loan transactions was less than ¥1 million, representing less than 0.0001 percent of MUFG’s total interest and fee income.

MUFG Bank recognizes that following the withdrawal in May 2018 by the United States from the Joint Comprehensive Plan of Action, the United States is planning to re-impose secondary sanctions against non-U.S. persons who engage in or facilitate a broad range of transactions and activities involving Iran. Although it is possible that MUFG Bank may continue to participate in certain types of transactions relating to Iran, MUFG Bank will take the recent sanctions-related developments into account and monitor its transactions as part of its efforts to comply with applicable U.S. and Japanese regulations as well as U.S., Japanese and other international sanctions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A discussion of our market risk exposure is incorporated by reference to Part I, Item 2. of this Form 10-Q under the caption “Risk Management - Market Risk Management” and to Part II, Item 1A. of this Form 10-Q under the caption “Risk Factors.”

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Item 4. Controls and Procedures

Disclosure Controls and Procedures. As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.

Internal Control Over Financial Reporting. During the second quarter of 2018, there were no changes in our internal control over financial reporting that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in millions)	2018			2017			2018			2017
Interest Income
Loans	$	810		$	724		$	1,582		$	1,432
Securities	161			129			323			258
Securities borrowed or purchased under resale agreements	157			83			283			146
Trading assets	107			82			199			156
Other	19			8			33			18
Total interest income	1,254			1,026			2,420			2,010
Interest Expense
Deposits	86			58			154			107
Commercial paper and other short-term borrowings	42			10			75			18
Long-term debt	94			60			174			117
Securities loaned or sold under repurchase agreements	178			84			316			143
Trading liabilities	29			20			51			36
Total interest expense	429			232			770			421
Net Interest Income	825			794			1,650			1,589
(Reversal of) provision for credit losses	(19		)	(22		)	(21		)	(52		)
Net interest income after (reversal of) provision for credit losses	844			816			1,671			1,641
Noninterest Income
Service charges on deposit accounts	45			47			90			95
Trust and investment management fees	30			30			59			59
Trading account activities	(10		)	(3		)	(8		)	(7		)
Securities gains, net	3			7			3			9
Credit facility fees	23			23			46			49
Brokerage commissions and fees	19			18			37			36
Card processing fees, net	13			13			25			24
Investment banking and syndication fees	88			94			177			182
Fees from affiliates	299			211			575			430
Other, net	86			49			(26		)	100
Total noninterest income	596			489			978			977
Noninterest Expense
Salaries and employee benefits	678			615			1,348			1,260
Net occupancy and equipment	85			87			175			169
Professional and outside services	114			99			246			215
Software	70			47			140			93
Regulatory assessments	22			19			45			39
Intangible asset amortization	7			7			14			14
Other	107			83			199			173
Total noninterest expense	1,083			957			2,167			1,963
Income before income taxes and including noncontrolling interests	357			348			482			655
Income tax expense (benefit)	28			63			(14		)	146
Net Income Including Noncontrolling Interests	329			285			496			509
Deduct: Net (income) loss from noncontrolling interests	15			10			14			15
Net Income Attributable to MUAH	$	344		$	295		$	510		$	524

See accompanying Notes to Consolidated Financial Statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

(Unaudited)



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in millions)	2018			2017			2018			2017
Net Income Attributable to MUAH	$	344		$	295		$	510		$	524
Other Comprehensive Income (Loss), Net of Tax:
Net change in unrealized gains (losses) on cash flow hedges	(8		)	22			(66		)	(8		)
Net change in unrealized gains (losses) on investment securities	(41		)	24			(231		)	59
Foreign currency translation adjustment	—			2			(2		)	3
Pension and other postretirement benefit adjustments	10			6			20			13
Other	—			—			(1		)	—
Total other comprehensive income (loss)	(39		)	54			(280		)	67
Comprehensive Income (Loss) Attributable to MUAH	305			349			230			591
Comprehensive income (loss) from noncontrolling interests	(15		)	(10		)	(14		)	(15		)
Total Comprehensive Income (Loss)	$	290		$	339		$	216		$	576

See accompanying Notes to Consolidated Financial Statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)



(Dollars in millions, except per share amount)	June 30, 2018			December 31, 2017
Assets
Cash and due from banks	$	1,881		$	2,057
Interest bearing deposits in banks	4,844			1,335
Total cash and cash equivalents	6,725			3,392
Securities borrowed or purchased under resale agreements	20,048			20,894
Trading account assets (includes $2,878 at June 30, 2018 and $1,001 at December 31, 2017 pledged as collateral that may be repledged)	12,320			10,567
Securities available for sale (includes $101 at June 30, 2018 and $163 at December 31, 2017 pledged as collateral that may be repledged)	16,017			17,563
Securities held to maturity (fair value $10,729 at June 30, 2018 and $9,799 at December 31, 2017)	10,997			9,885
Loans held for investment	82,236			80,014
Allowance for loan losses	(445		)	(476		)
Loans held for investment, net	81,791			79,538
Premises and equipment, net	623			610
Goodwill	3,301			3,301
Other assets	8,551			8,800
Total assets	$	160,373		$	154,550
Liabilities
Deposits:
Noninterest bearing	$	33,425		$	32,602
Interest bearing	52,091			52,185
Total deposits	85,516			84,787
Securities loaned or sold under repurchase agreements	25,579			26,437
Commercial paper and other short-term borrowings	9,764			7,066
Long-term debt	14,192			12,162
Trading account liabilities	4,991			3,600
Other liabilities	1,784			2,143
Total liabilities	141,826			136,195
Commitments, contingencies and guarantees—See Note 12
Equity
MUAH stockholders' equity:
Preferred stock:
Authorized 5,000,000 shares; no shares issued or outstanding	—			—
Common stock, par value $1 per share:
Authorized 300,000,000 shares, 147,589,713 shares issued and outstanding as of June 30, 2018 and December 31, 2017	148			148
Additional paid-in capital	8,155			8,197
Retained earnings	11,444			10,936
Accumulated other comprehensive loss	(1,285		)	(1,026		)
Total MUAH stockholders' equity	18,462			18,255
Noncontrolling interests	85			100
Total equity	18,547			18,355
Total liabilities and equity	$	160,373		$	154,550

See accompanying Notes to Consolidated Financial Statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)



	MUAH Stockholders' Equity
(Dollars in millions)	Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Balance, December 31, 2016	$	144	$	7,884		$	10,101		$	(896	)	$	153		$	17,386
Net income (loss)	—		—			524			—			(15		)	509
Other comprehensive income (loss), net of tax	—		—			—			67			—			67
Compensation—restricted stock units	—		(16		)	—			—			—			(16		)
Other	—		—			—			—			(9		)	(9		)
Net change	—		(16		)	524			67			(24		)	551
Balance, June 30, 2017	$	144	$	7,868		$	10,625		$	(829	)	$	129		$	17,937

Balance, December 31, 2017	$	148	$	8,197		$	10,936		$	(1,026	)	$	100		$	18,355
Net income (loss)	—		—			510			—			(14		)	496
Other comprehensive income (loss), net of tax	—		—			—			(280		)	—			(280		)
Compensation—restricted stock units	—		(21		)	(2		)	—			—			(23		)
Other ⁽¹⁾	—		(21		)	—			21			(1		)	(1		)
Net change	—		(42		)	508			(259		)	(15		)	192
Balance, June 30, 2018	$	148	$	8,155		$	11,444		$	(1,285	)	$	85		$	18,547


(1)	For additional information on other, refer to Note 10.

See accompanying Notes to Consolidated Financial Statements.

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MUFG Americas Holdings Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)



	For the Six Months Ended June 30,
(Dollars in millions)	2018			2017
Cash Flows from Operating Activities:
Net income including noncontrolling interests	$	496		$	509
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Reversal of) provision for credit losses	(21		)	(52		)
Depreciation, amortization and accretion, net	166			169
Stock-based compensation—restricted stock units	38			30
Deferred income taxes	(64		)	227
Net gains on sales of securities	(3		)	(9		)
Net decrease (increase) in securities borrowed or purchased under resale agreements	846			(73		)
Net decrease (increase) in securities loaned or sold under repurchase agreements	(858		)	181
Net decrease (increase) in trading account assets	(1,753		)	(1,071		)
Net decrease (increase) in other assets	(87		)	161
Net increase (decrease) in trading account liabilities	1,391			658
Net increase (decrease) in other liabilities	(225		)	(424		)
Loans originated for sale	(880		)	(300		)
Net proceeds from sale of loans originated for sale	623			357
Pension and other benefits adjustment	(25		)	(142		)
Other, net	(5		)	21
Total adjustments	(857		)	(267		)
Net cash provided by (used in) operating activities	(361		)	242
Cash Flows from Investing Activities:
Proceeds from sales of securities available for sale	627			1,327
Proceeds from paydowns and maturities of securities available for sale	1,444			1,156
Purchases of securities available for sale	(2,729		)	(4,065		)
Proceeds from paydowns and maturities of securities held to maturity	811			821
Purchases of securities held to maturity	—			(916		)
Proceeds from sales of loans	514			646
Net decrease (increase) in loans	(2,217		)	(1,381		)
Purchases of other investments	(153		)	(113		)
Other, net	(55		)	1
Net cash provided by (used in) investing activities	(1,758		)	(2,524		)
Cash Flows from Financing Activities:
Net increase (decrease) in deposits	724			(2,008		)
Net increase (decrease) in commercial paper and other short-term borrowings	2,686			3,830
Proceeds from issuance of senior debt	—			3,522
Proceeds from issuance of long-term debt	4,050			—
Repayment of long-term debt	(1,995		)	(4,379		)
Other, net	(84		)	(55		)
Change in noncontrolling interests	—			(9		)
Net cash provided by (used in) financing activities	5,381			901
Net change in cash, cash equivalents and restricted cash	3,262			(1,381		)
Cash, cash equivalents and restricted cash at beginning of period	3,528			5,834
Cash, cash equivalents and restricted cash at end of period	$	6,790		$	4,453
Cash Paid During the Period For:
Interest	$	698		$	389
Income taxes, net	72			157
Supplemental Schedule of Noncash Investing and Financing Activities:
Net transfer of loans held for investment to (from) loans held for sale	$	(67	)	$	356
Securities available for sale transferred to securities held to maturity	2,006			—
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents	$	6,725		$	4,348
Restricted cash included in other assets	65			105
Total cash, cash equivalents and restricted cash per consolidated statement of cash flows	$	6,790		$	4,453

See accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

Note 1—Summary of Significant Accounting Policies and Nature of Operations

MUFG Americas Holdings Corporation (MUAH) is a financial holding company, bank holding company and intermediate holding company whose principal subsidiaries are MUFG Union Bank, N.A. (MUB or the Bank) and MUFG Securities Americas Inc. (MUSA). MUAH provides a wide range of financial services to consumers, small businesses, middle-market companies and major corporations nationally and internationally. The Company also provides various business, banking, financial, administrative and support services, and facilities for MUFG Bank, Ltd. (formerly The Bank of Tokyo-Mitsubishi UFJ, Ltd.) in connection with the operation and administration of all of MUFG Bank, Ltd.'s business in the U.S. (including MUFG Bank, Ltd.'s U.S. branches). All of the Company's issued and outstanding shares of common stock are owned by MUFG Bank, Ltd. and MUFG. The unaudited Consolidated Financial Statements of MUFG Americas Holdings Corporation, its subsidiaries, and its consolidated variable interest entities (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the SEC. However, they do not include all of the disclosures necessary for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the second quarter of 2018 are not necessarily indicative of the operating results anticipated for the full year. These unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 (2017 Form 10-K).

The preparation of financial statements in conformity with GAAP also requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Although such estimates contemplate current conditions and management’s expectations of how they may change in the future, it is reasonably possible that actual results could differ significantly from those estimates. This could materially affect the Company’s results of operations and financial condition in the near term. Critical estimates made by management in the preparation of the Company’s financial statements include, but are not limited to, the allowance for credit losses (Note 3), goodwill impairment, fair value of financial instruments (Note 8), pension accounting (Note 11), income taxes, and transfer pricing.

During the first quarter of 2018, the Company refined its methodology for estimating the allowance for commercial loans collectively evaluated for impairment and the allowance for losses on unfunded credit commitments. Previously the Company derived the allowance for these loans by assigning a loss factor based on an internal risk rating that estimated the probability that a credit facility may ultimately default (i.e. probability of default). The refinement implemented during the first quarter of 2018 utilizes a dual factor internal risk rating system that encompasses both the probability of default and an estimate of the severity of the loss that would be realized upon such default (i.e. the loss-given default). During the second quarter of 2018, the Company implemented refinements to the qualitative considerations used in our reserve methodology.

Recently Issued Accounting Pronouncements

Accounting for Leases

In February 2016, the FASB issued ASU 2016-02, Leases, which will require entities that lease assets (i.e., lessees) to recognize assets and liabilities on their balance sheet for the rights and obligations created by those leases. The accounting by entities that own the assets leased (i.e., lessors) will remain largely unchanged; however, leveraged lease accounting will no longer be permitted for leases that commence after the effective date. The ASU will also require qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. The ASU is effective for interim and annual periods beginning on January 1, 2019 and requires a modified retrospective approach, with early adoption permitted. The Company plans to adopt the ASU on January 1, 2019. The Company is in the technology testing phase of this project to support the ongoing lessee accounting required under the ASU. Management is currently assessing the impact of this guidance on the Company's financial position and results of operations.

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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which provides new guidance on the accounting for credit losses for instruments that are within its scope. For loans and debt securities accounted for at amortized cost, certain off-balance sheet credit exposures, net investments in leases, and trade receivables, the ASU requires an entity to recognize its estimate of credit losses expected over the life of the financial instrument or exposure. Lifetime expected credit losses on purchased financial assets with credit deterioration will be recognized as an allowance with an offset to the cost basis of the asset. For available for sale debt securities, the new standard will require recognition of expected credit losses by recognizing an allowance for credit losses when the fair value of the security is below amortized cost and the recognition of this allowance is limited to the difference between the security’s amortized cost basis and fair value. The ASU is effective for interim and annual periods beginning on January 1, 2020, with early adoption permitted in 2019. The Company plans to adopt the ASU on January 1, 2020. The Company is currently collecting business and data requirements to support the project planning phase of the implementation. Management is currently assessing the impact of this guidance on the Company’s financial position and results of operations.

Simplifying the Test for Goodwill Impairment

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. The ASU removes Step 2 of the goodwill impairment test, which measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments, a goodwill impairment loss will be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. The ASU will be effective for MUAH beginning January 1, 2020 on a prospective basis. Early adoption is permitted for any impairment tests performed after January 1, 2017. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position or results of operations.

Premium Amortization on Purchased Callable Debt Securities

In March 2017, the FASB issued ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities, which requires premiums on certain purchased callable debt securities to be amortized to the earliest call date. Under current guidance, premiums on callable debt securities are generally amortized over the contractual life of the security. The amortization period for callable debt securities purchased at a discount will not be impacted. The ASU is effective for interim and annual periods beginning on January 1, 2019 and requires a modified retrospective approach, with early adoption permitted. Management does not expect the adoption of this guidance to significantly impact the Company’s financial position and results of operations.

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, which will make more hedging strategies eligible for hedge accounting, simplify the application of hedge accounting, and enhance the transparency and understandability of hedge results. The guidance eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. It also amends the disclosure requirements and changes how entities assess effectiveness. The guidance will be effective for MUAH beginning January 1, 2019, with early adoption permitted. If the guidance is early adopted in an interim period, any adjustments would be reflected as of the beginning of the fiscal year that includes that interim period. Management is currently assessing the impact of this guidance on the Company’s financial position and results of operations.

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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Recently Adopted Accounting Pronouncements

Revenue from Contracts with Customers

Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, which provides guidance on the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU applies to all contracts with customers, except financial instruments, guarantees, lease contracts, insurance contracts and certain non-monetary exchanges. This guidance did not significantly affect the Company's financial position and results of operations. As a result of adopting this guidance, the Company's accounting policies have been updated as summarized below.

Revenues from Contracts with Customers

Revenues from contracts with customers include service charges on deposit accounts, trust and investment management fees, brokerage commissions and fees, card processing fees, net, investment banking and syndication fees, and fees from affiliates. The Company recognizes revenue from contracts with customers according to a five-step revenue recognition model: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s contracts with customers generally contain a single performance obligation or separately identified performance obligations, each with a stated transaction price and generally do not involve a significant timing difference between satisfaction of the performance obligation and customer payment. Revenues are recognized over time or at a point in time as the performance obligations are satisfied. Certain revenues, primarily included within brokerage commissions and fees, are variable. However, recognition of these variable revenues does not involve significant estimates or constraints.

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Note 1—Summary of Significant Accounting Policies and Nature of Operations (Continued)

Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

Effective January 1, 2018, the Company adopted ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The ASU amends ASU 2014-09, Revenue from Contracts with Customers, with respect to assessing whether an entity is a principal (and thus presents revenue gross) or an agent (and thus presents revenue net). The amendments retain the guidance that the principal in an arrangement controls a good or service before it is transferred to a customer and clarify: (1) that an entity must first identify the specified good or service being provided to the customer; (2) that the unit of account for the principal versus agent assessment is each specified good or service promised in a contract; (3) indicators and examples to help an entity evaluate whether it is the principal; and (4) how to assess whether an entity controls services performed by another party. As a result of adopting ASU 2016-08, beginning January 1, 2018, certain expenses that were previously presented as a reduction of related fees from affiliates and investment banking and syndication fees are presented in noninterest expense.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost

Effective January 1, 2018, the Company adopted ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which amended the income statement presentation of the components of net periodic benefit cost for sponsored defined benefit pension and other postretirement plans. As a result of adopting ASU 2017-07, the salaries and employee benefits expense and other expense categories in noninterest expense have been adjusted to reflect adoption of this guidance as follows.



	For the Three Months Ended							For the Six Months Ended
	June 30, 2017							June 30, 2017
(Dollars in millions)	As Previously Reported		Adjustment			As Reported Under New Guidance		As Previously Reported		Adjustment			As Reported Under New Guidance
Salaries and employee benefits	$	586	$	29		$	615	$	1,201	$	59		$	1,260
Other	112		(29		)	83		232		(59		)	173

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Note 2—Securities

Securities Available for Sale

At June 30, 2018 and December 31, 2017, the amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities available for sale are presented below.



	June 30, 2018
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset Liability Management securities:
U.S. Treasury	$	3,570	$	—	$	203	$	3,367
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	8,005		2		215		7,792
Privately issued	896		1		23		874
Privately issued - commercial mortgage-backed securities	972		—		28		944
Collateralized loan obligations	1,485		3		1		1,487
Other	5		—		—		5
Asset Liability Management securities	14,933		6		470		14,469
Other debt securities:
Direct bank purchase bonds	1,409		29		39		1,399
Other	148		1		—		149
Total securities available for sale	$	16,490	$	36	$	509	$	16,017



	December 31, 2017
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Asset Liability Management securities:
U.S. Treasury	$	3,370	$	—	$	118	$	3,252
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	9,338		2		132		9,208
Privately issued	695		3		4		694
Privately issued - commercial mortgage-backed securities	823		4		5		822
Collateralized loan obligations	1,895		10		—		1,905
Other	5		—		—		5
Asset Liability Management securities	16,126		19		259		15,886
Other debt securities:
Direct bank purchase bonds	1,495		38		30		1,503
Other	163		1		—		164
Equity securities	10		—		—		10
Total securities available for sale	$	17,794	$	58	$	289	$	17,563

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Note 2—Securities (Continued)

The Company’s securities available for sale with a continuous unrealized loss position at June 30, 2018 and December 31, 2017 are shown below, identified for periods less than 12 months and 12 months or more.



	June 30, 2018
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset Liability Management securities:
U.S. Treasury	$	1,289	$	45	$	2,078	$	158	$	3,367	$	203
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	3,789		68		3,378		147		7,167		215
Privately issued	600		16		152		7		752		23
Privately issued - commercial mortgage-backed securities	800		23		99		5		899		28
Collateralized loan obligations	415		1		—		—		415		1
Asset Liability Management securities	6,893		153		5,707		317		12,600		470
Other debt securities:
Direct bank purchase bonds	329		10		449		29		778		39
Other	22		—		—		—		22		—
Total securities available for sale	$	7,244	$	163	$	6,156	$	346	$	13,400	$	509



	December 31, 2017
	Less than 12 months				12 months or more				Total
(Dollars in millions)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Asset Liability Management securities:
U.S. Treasury	$	1,074	$	14	$	2,128	$	104	$	3,202	$	118
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	3,606		22		4,651		110		8,257		132
Privately issued	275		1		164		3		439		4
Privately issued - commercial mortgage-backed securities	447		3		80		2		527		5
Collateralized loan obligations	12		—		—		—		12		—
Asset Liability Management securities	5,414		40		7,023		219		12,437		259
Other debt securities:
Direct bank purchase bonds	58		4		563		26		621		30
Other	79		—		—		—		79		—
Equity securities	10		—		—		—		10		—
Total securities available for sale	$	5,561	$	44	$	7,586	$	245	$	13,147	$	289

At June 30, 2018, the Company did not have the intent to sell any securities in an unrealized loss position before a recovery of the amortized cost, which may be at maturity. The Company also believes that it is more likely than not that it will not be required to sell the securities prior to recovery of amortized cost.

Agency residential mortgage-backed securities consist of securities guaranteed by a U.S. government corporation, such as Ginnie Mae, or a government-sponsored agency such as Freddie Mac or Fannie Mae. These securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. The unrealized losses on agency residential mortgage-backed securities resulted from changes in interest rates and not from changes in credit quality. At June 30, 2018, the Company expects to recover the entire amortized cost basis of these securities because the Company determined that the strength of the issuers’ guarantees through direct obligations or support from the U.S. government is sufficient to protect the Company from losses.

Commercial mortgage-backed securities are collateralized by commercial mortgage loans and are generally subject to prepayment penalties. The unrealized losses on commercial mortgage-backed securities

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Note 2—Securities (Continued)

resulted from higher market yields since purchase. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost. Based on the analysis performed as of June 30, 2018, the Company expects to recover the entire amortized cost basis of these securities.

The Company’s CLOs consist of Cash Flow CLOs. A Cash Flow CLO is a structured finance product that securitizes a diversified pool of loan assets into multiple classes of notes. Cash Flow CLOs pay the note holders through the receipt of interest and principal repayments from the underlying loans unlike other types of CLOs that pay note holders through the trading and sale of underlying collateral. Unrealized losses typically arise from widening credit spreads and deteriorating credit quality of the underlying collateral. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost. Based on the analysis performed as of June 30, 2018, the Company expects to recover the entire amortized cost basis of these securities.

Other debt securities primarily consist of direct bank purchase bonds, which are not rated by external credit rating agencies. The unrealized losses on these bonds resulted from a higher return on capital expected by the secondary market compared with the return on capital required at the time of origination when the bonds were purchased. The Company estimates the unrealized loss for each security by assessing the underlying collateral of each security. The Company estimates the portion of loss attributable to credit based on the expected cash flows of the underlying collateral using estimates of current key assumptions, such as probability of default and loss severity. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost and potential impairment is identified. Based on the analysis performed as of June 30, 2018, the Company expects to recover the entire amortized cost basis of these securities.

The fair value of debt securities available for sale by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.



	June 30, 2018
(Dollars in millions)	One Year or Less		Over One Year Through Five Years		Over Five Years Through Ten Years		Over Ten Years		Total Fair Value
Asset Liability Management securities:
U.S. Treasury	$	—	$	96	$	3,271	$	—	$	3,367
Residential mortgage-backed securities:
U.S. government agency and government-sponsored agencies	—		228		1,340		6,224		7,792
Privately issued	—		1		1		872		874
Privately issued - commercial mortgage-backed securities	—		—		42		902		944
Collateralized loan obligations	—		—		361		1,126		1,487
Other	—		5		—		—		5
Asset Liability Management securities	—		330		5,015		9,124		14,469
Other debt securities:
Direct bank purchase bonds	74		443		643		239		1,399
Other	8		120		—		21		149
Total debt securities available for sale	$	82	$	893	$	5,658	$	9,384	$	16,017

The gross realized gains and losses from sales of available for sale securities for the three and six months ended June 30, 2018 and 2017 are shown below. The specific identification method is used to calculate realized gains and losses on sales.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(Dollars in millions)	2018		2017		2018		2017
Gross realized gains	$	3	$	7	$	3	$	9

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Note 2—Securities (Continued)

Securities Held to Maturity

At June 30, 2018 and December 31, 2017, the amortized cost, gross unrealized gains and losses recognized in OCI, carrying amount, gross unrealized gains and losses not recognized in OCI, and fair values of securities held to maturity are presented below. Management has asserted the positive intent and ability to hold these securities to maturity.



	June 30, 2018
			Recognized in OCI						Not Recognized in OCI
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	527	$	—	$	—	$	527	$	2	$	3	$	526
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	9,076		1		106		8,971		6		267		8,710
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	1,547		—		48		1,499		12		18		1,493
Total securities held to maturity	$	11,150	$	1	$	154	$	10,997	$	20	$	288	$	10,729



	December 31, 2017
			Recognized in OCI						Not Recognized in OCI
(Dollars in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Amount		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury	$	525	$	—	$	—	$	525	$	3	$	1	$	527
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	7,870		2		31		7,841		15		130		7,726
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	1,571		—		52		1,519		36		9		1,546
Total securities held to maturity	$	9,966	$	2	$	83	$	9,885	$	54	$	140	$	9,799

Amortized cost is defined as the original purchase cost, adjusted for any accretion or amortization of a purchase discount or premium, less principal payments and any impairment previously recognized in earnings. The carrying amount is the difference between the amortized cost and the amount recognized in OCI. The amount recognized in OCI primarily reflects the unrealized gain or loss at date of transfer from available for sale to the held to maturity classification, net of amortization, which is recorded in interest income on securities.

Table of Contents

Note 2—Securities (Continued)

The Company’s securities held to maturity with a continuous unrealized loss position at June 30, 2018 and December 31, 2017 are shown below, separately for periods less than 12 months and 12 months or more.



	June 30, 2018
	Less than 12 months						12 months or more						Total
			Unrealized Losses						Unrealized Losses						Unrealized Losses
(Dollars in millions)	Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI
U.S. Treasury	$	494	$	—	$	3	$	—	$	—	$	—	$	494	$	—	$	3
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	3,841		32		79		4,686		74		188		8,527		106		267
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	47		—		1		1,447		48		17		1,494		48		18
Total securities held to maturity	$	4,382	$	32	$	83	$	6,133	$	122	$	205	$	10,515	$	154	$	288



	December 31, 2017
	Less than 12 months						12 months or more						Total
			Unrealized Losses						Unrealized Losses						Unrealized Losses
(Dollars in millions)	Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI		Fair Value		Recognized in OCI		Not Recognized in OCI
U.S. Treasury	$	494	$	—	$	1	$	—	$	—	$	—	$	494	$	—	$	1
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	2,649		—		31		4,000		31		99		6,649		31		130
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	19		—		—		1,496		52		9		1,515		52		9
Total securities held to maturity	$	3,162	$	—	$	32	$	5,496	$	83	$	108	$	8,658	$	83	$	140

Table of Contents

Note 2—Securities (Continued)

The carrying amount and fair value of securities held to maturity by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.



					June 30, 2018
	Within One Year				Over One Year Through Five Years				Over Five Years Through Ten Years				Over Ten Years				Total
(Dollars in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
U.S. Treasury	$	251	$	250	$	276	$	276	$	—	$	—	$	—	$	—	$	527	$	526
U.S. government agency and government-sponsored agencies - residential mortgage-backed securities	—		—		—		—		830		806		8,141		7,904		8,971		8,710
U.S. government agency and government-sponsored agencies - commercial mortgage-backed securities	49		49		803		809		—		—		647		635		1,499		1,493
Total securities held to maturity	$	300	$	299	$	1,079	$	1,085	$	830	$	806	$	8,788	$	8,539	$	10,997	$	10,729

Securities Pledged and Received as Collateral

At June 30, 2018 and December 31, 2017, the Company pledged $13.8 billion and $12.3 billion of available for sale and trading securities as collateral, respectively, of which $3.0 billion and $1.2 billion, respectively, was permitted to be sold or repledged. These securities were pledged as collateral for derivative liability positions, securities loaned or sold under repurchase agreements, short-term borrowings and to secure public and trust department deposits.

At June 30, 2018 and December 31, 2017, the Company received $31.3 billion and $31.8 billion, respectively, of collateral, of which $31.3 billion and $31.8 billion, respectively, was permitted to be sold or repledged. Of the collateral received, the Company sold or repledged $30.4 billion at June 30, 2018 and December 31, 2017 for derivative asset positions and securities borrowed or purchased under resale agreements.

For further information related to the Company's significant accounting policies on securities pledged as collateral, see Note 1 to the Consolidated Financial Statements in Part II, Item 8. "Financial Statements and Supplementary Data" in our 2017 Form 10-K.

Table of Contents

Note 3—Loans and Allowance for Loan Losses

The following table provides the outstanding balances of loans held for investment at June 30, 2018 and December 31, 2017.



(Dollars in millions)	June 30, 2018			December 31, 2017
Loans held for investment:
Commercial and industrial	$	23,033		$	23,281
Commercial mortgage	14,790			14,320
Construction	1,562			1,775
Lease financing	1,445			1,533
Total commercial portfolio	40,830			40,909
Residential mortgage	37,552			35,643
Home equity and other consumer loans	3,854			3,462
Total consumer portfolio	41,406			39,105
Total loans held for investment⁽¹⁾	82,236			80,014
Allowance for loan losses	(445		)	(476		)
Loans held for investment, net	$	81,791		$	79,538


(1)	Includes $326 million and $301 million at June 30, 2018 and December 31, 2017, respectively, for net unamortized (discounts) and premiums and deferred (fees) and costs.

Allowance for Loan Losses

The following tables provide a reconciliation of changes in the allowance for loan losses by portfolio segment.





	For the Three Months Ended June 30, 2018
(Dollars in millions)	Commercial			Consumer			Unallocated		Total
Allowance for loan losses, beginning of period	$	371		$	84		$	5	$	460
(Reversal of) provision for loan losses	(15		)	2			—		(13		)
Loans charged-off	(1		)	(9		)	—		(10		)
Recoveries of loans previously charged-off	7			1			—		8
Allowance for loan losses, end of period	$	362		$	78		$	5	$	445





	For the Three Months Ended June 30, 2017
(Dollars in millions)	Commercial			Consumer			Unallocated		Total
Allowance for loan losses, beginning of period	$	485		$	85		$	—	$	570
(Reversal of) provision for loan losses	(24		)	4			—		(20		)
Other	(1		)	—			—		(1		)
Loans charged-off	(29		)	(11		)	—		(40		)
Recoveries of loans previously charged-off	4			—			—		4
Allowance for loan losses, end of period	$	435		$	78		$	—	$	513




	For the Six Months Ended June 30, 2018
(Dollars in millions)	Commercial			Consumer			Unallocated			Total
Allowance for loan losses, beginning of period	$	360		$	86		$	30		$	476
(Reversal of) provision for loan losses	(1		)	8			(25		)	(18		)
Loans charged-off	(7		)	(19		)	—			(26		)
Recoveries of loans previously charged-off	10			3			—			13
Allowance for loan losses, end of period	$	362		$	78		$	5		$	445

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)



	For the Six Months Ended June 30, 2017
(Dollars in millions)	Commercial			Consumer			Unallocated		Total
Allowance for loan losses, beginning of period	$	556		$	83		$	—	$	639
(Reversal of) provision for loan losses	(50		)	16			—		(34		)
Loans charged-off	(84		)	(22		)	—		(106		)
Recoveries of loans previously charged-off	13			1			—		14
Allowance for loan losses, end of period	$	435		$	78		$	—	$	513

The following tables show the allowance for loan losses and related loan balances by portfolio segment as of June 30, 2018 and December 31, 2017.



	June 30, 2018
(Dollars in millions)	Commercial		Consumer		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	64	$	13	$	—	$	77
Collectively evaluated for impairment	298		65		5		368
Total allowance for loan losses	$	362	$	78	$	5	$	445

Loans held for investment:
Individually evaluated for impairment	$	480	$	297	$	—	$	777
Collectively evaluated for impairment	40,350		41,109		—		81,459
Total loans held for investment	$	40,830	$	41,406	$	—	$	82,236



	December 31, 2017
(Dollars in millions)	Commercial		Consumer		Unallocated		Total
Allowance for loan losses:
Individually evaluated for impairment	$	58	$	15	$	—	$	73
Collectively evaluated for impairment	302		71		30		403
Total allowance for loan losses	$	360	$	86	$	30	$	476

Loans held for investment:
Individually evaluated for impairment	$	544	$	321	$	—	$	865
Collectively evaluated for impairment	40,365		38,784		—		79,149
Total loans held for investment	$	40,909	$	39,105	$	—	$	80,014

Nonaccrual and Past Due Loans

The following table presents nonaccrual loans as of June 30, 2018 and December 31, 2017.



(Dollars in millions)	June 30, 2018		December 31, 2017
Commercial and industrial	$	270	$	319
Commercial mortgage	11		20
Total commercial portfolio	281		339
Residential mortgage	100		104
Home equity and other consumer loans	23		22
Total consumer portfolio	123		126
Total nonaccrual loans	$	404	$	465
Troubled debt restructured loans that continue to accrue interest	$	337	$	348
Troubled debt restructured nonaccrual loans (included in total nonaccrual loans above)	$	239	$	229

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)

The following tables show the aging of the balance of loans held for investment, by class, as of June 30, 2018 and December 31, 2017.



	June 30, 2018
	Aging Analysis of Loans
(Dollars in millions)	Current		30 to 89 Days Past Due		90 Days or More Past Due		Total Past Due		Total
Commercial and industrial	$	24,384	$	16	$	78	$	94	$	24,478
Commercial mortgage	14,771		17		2		19		14,790
Construction	1,562		—		—		—		1,562
Total commercial portfolio	40,717		33		80		113		40,830
Residential mortgage	37,380		139		33		172		37,552
Home equity and other consumer loans	3,823		20		11		31		3,854
Total consumer portfolio	41,203		159		44		203		41,406
Total loans held for investment	$	81,920	$	192	$	124	$	316	$	82,236



	December 31, 2017
	Aging Analysis of Loans
(Dollars in millions)	Current		30 to 89 Days Past Due		90 Days or More Past Due		Total Past Due		Total
Commercial and industrial	$	24,734	$	17	$	63	$	80	$	24,814
Commercial mortgage	14,298		16		6		22		14,320
Construction	1,775		—		—		—		1,775
Total commercial portfolio	40,807		33		69		102		40,909
Residential mortgage	35,453		151		39		190		35,643
Home equity and other consumer loans	3,427		23		12		35		3,462
Total consumer portfolio	38,880		174		51		225		39,105
Total loans held for investment	$	79,687	$	207	$	120	$	327	$	80,014

Loans 90 days or more past due and still accruing totaled $10 million at June 30, 2018 and $12 million at December 31, 2017.

Credit Quality Indicators

Management analyzes the Company's loan portfolios by applying specific monitoring policies and procedures that vary according to the relative risk profile and other characteristics within the various loan portfolios. Loans within the commercial portfolio segment are classified as either pass or criticized. Criticized credits are those that have regulatory risk ratings of special mention, substandard or doubtful; classified credits are those that have regulatory risk ratings of substandard or doubtful. Special mention credits are potentially weak, as the borrower has begun to exhibit deteriorating trends, which, if not corrected, may jeopardize repayment of the loan and result in further downgrade. Substandard credits have well-defined weaknesses, which, if not corrected, could jeopardize the full satisfaction of the debt. A credit classified as doubtful has critical weaknesses that make full collection improbable on the basis of currently existing facts and conditions.

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)

The following tables summarize the loans in the commercial portfolio segment monitored for credit quality based on regulatory risk ratings.



	June 30, 2018
			Criticized
(Dollars in millions)	Pass		Special Mention		Classified		Total
Commercial and industrial	$	23,333	$	418	$	727	$	24,478
Commercial mortgage	14,532		83		175		14,790
Construction	1,467		17		78		1,562
Total commercial portfolio	$	39,332	$	518	$	980	$	40,830



	December 31, 2017
			Criticized
(Dollars in millions)	Pass		Special Mention		Classified		Total
Commercial and industrial	$	23,632	$	435	$	747	$	24,814
Commercial mortgage	14,081		80		159		14,320
Construction	1,632		15		128		1,775
Total commercial portfolio	$	39,345	$	530	$	1,034	$	40,909

The Company monitors the credit quality of its consumer portfolio segment based primarily on payment status. The following tables summarize the loans in the consumer portfolio segment, which exclude $7 million and $8 million of loans covered by FDIC loss share agreements, at June 30, 2018 and December 31, 2017, respectively.



	June 30, 2018
(Dollars in millions)	Accrual		Nonaccrual		Total
Residential mortgage	$	37,447	$	100	$	37,547
Home equity and other consumer loans	3,829		23		3,852
Total consumer portfolio	$	41,276	$	123	$	41,399



	December 31, 2017
(Dollars in millions)	Accrual		Nonaccrual		Total
Residential mortgage	$	35,534	$	104	$	35,638
Home equity and other consumer loans	3,437		22		3,459
Total consumer portfolio	$	38,971	$	126	$	39,097

The Company also monitors the credit quality for substantially all of its consumer portfolio segment using credit scores provided by FICO and refreshed LTV ratios. FICO credit scores are refreshed at least quarterly to monitor the quality of the portfolio. Refreshed LTV measures the principal balance of the loan as a percentage of the estimated current value of the property securing the loan. Home equity loans are evaluated using combined LTV, which measures the principal balance of the combined loans that have liens against the property (including unused credit lines for home equity products) as a percentage of the estimated current value of the property securing the loans. The LTV ratios are refreshed on a quarterly basis, using the most recent home pricing index data available for the property location.

The following tables summarize the loans in the consumer portfolio segment based on refreshed FICO scores and refreshed LTV ratios at June 30, 2018 and December 31, 2017. These tables exclude loans covered by FDIC loss share agreements, as discussed above. The amounts presented reflect unpaid principal balances less partial charge-offs.

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)



	June 30, 2018
	FICO scores
(Dollars in millions)	720 and above			Below 720			No FICO Available⁽¹⁾			Total
Residential mortgage	$	30,742		$	6,028		$	397		$	37,167
Home equity and other consumer loans	2,717			1,021			55			3,793
Total consumer portfolio	$	33,459		$	7,049		$	452		$	40,960
Percentage of total	82		%	17		%	1		%	100		%


(1)	Represents loans for which management was not able to obtain an updated FICO score (e.g., due to recent profile changes).



	December 31, 2017
	FICO scores
(Dollars in millions)	720 and above			Below 720			No FICO Available⁽¹⁾			Total
Residential mortgage	$	28,786		$	6,082		$	411		$	35,279
Home equity and other consumer loans	2,404			918			84			3,406
Total consumer portfolio	$	31,190		$	7,000		$	495		$	38,685
Percentage of total	81		%	18		%	1		%	100		%


(1)	Represents loans for which management was not able to obtain an updated FICO score (e.g., due to recent profile changes).

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)



	June 30, 2018
	LTV ratios
(Dollars in millions)	Less than or Equal to 80 Percent			Greater than 80 and Less than 100 Percent			Greater than or Equal to 100 Percent			No LTV Available⁽¹⁾			Total
Residential mortgage	$	36,615		$	522		$	27		$	3		$	37,167
Home equity loans	1,988			219			15			30			2,252
Total consumer portfolio	$	38,603		$	741		$	42		$	33		$	39,419
Percentage of total	98		%	2		%	—		%	—		%	100		%


(1)	Represents loans for which management was not able to obtain refreshed property values.



	December 31, 2017
	LTV ratios
(Dollars in millions)	Less than or Equal to 80 Percent			Greater than 80 and Less than 100 Percent			Greater than or Equal to 100 Percent			No LTV Available⁽¹⁾			Total
Residential mortgage	$	34,472		$	771		$	4		$	32		$	35,279
Home equity loans	2,052			248			24			33			2,357
Total consumer portfolio	$	36,524		$	1,019		$	28		$	65		$	37,636
Percentage of total	97		%	3		%	—		%	—		%	100		%


(1)	Represents loans for which management was not able to obtain refreshed property values.

Troubled Debt Restructurings

The following table provides a summary of the Company’s recorded investment in TDRs as of June 30, 2018 and December 31, 2017. The summary includes those TDRs that are on nonaccrual status and those that continue to accrue interest. The Company had $40 million and $66 million in commitments to lend additional funds to borrowers with loan modifications classified as TDRs as of June 30, 2018 and December 31, 2017, respectively.



(Dollars in millions)	June 30, 2018		December 31, 2017
Commercial and industrial	$	219	$	202
Commercial mortgage	54		7
Construction	78		128
Total commercial portfolio	351		337
Residential mortgage	202		215
Home equity and other consumer loans	23		25
Total consumer portfolio	225		240
Total restructured loans	$	576	$	577

For the second quarter of 2018, TDR modifications in the commercial portfolio segment were primarily composed of interest rate changes, maturity extensions, covenant waivers, conversions from revolving lines of credit to term loans, or some combination thereof. In the consumer portfolio segment, primarily all of the modifications were composed of interest rate reductions or maturity extensions. Charge-offs related to TDR modifications for the six months ended June 30, 2018 and June 30, 2017 were de minimis. For the commercial and consumer portfolio segments, the allowance for loan losses for TDRs is measured on an individual loan basis or in pools with similar risk characteristics.

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)

The following tables provide the pre- and post-modification outstanding recorded investment amounts of TDRs as of the date of the restructuring that occurred during the three and six months ended June 30, 2018 and 2017.



	For the Three Months Ended June 30, 2018				For the Six Months Ended June 30, 2018
(Dollars in millions)	Pre-Modification Outstanding Recorded Investment⁽¹⁾		Post-Modification Outstanding Recorded Investment⁽²⁾		Pre-Modification Outstanding Recorded Investment⁽¹⁾		Post-Modification Outstanding Recorded Investment⁽²⁾
Commercial and industrial	$	90	$	90	$	104	$	104
Total commercial portfolio	90		90		104		104
Residential mortgage	1		1		2		2
Home equity and other consumer loans	1		1		1		1
Total consumer portfolio	2		2		3		3
Total	$	92	$	92	$	107	$	107


(1)	Represents the recorded investment in the loan immediately prior to the restructuring event.


(2)	Represents the recorded investment in the loan immediately following the restructuring event. It includes the effect of paydowns that were required as part of the restructuring terms.




	For the Three Months Ended June 30, 2017				For the Six Months Ended June 30, 2017
(Dollars in millions)	Pre-Modification Outstanding Recorded Investment⁽¹⁾		Post-Modification Outstanding Recorded Investment⁽²⁾		Pre-Modification Outstanding Recorded Investment⁽¹⁾		Post-Modification Outstanding Recorded Investment⁽²⁾
Commercial and industrial	$	18	$	18	$	96	$	96
Commercial mortgage	1		1		1		1
Construction	—		—		61		61
Total commercial portfolio	19		19		158		158
Residential mortgage	4		4		8		8
Home equity and other consumer loans	2		2		2		2
Total consumer portfolio	6		6		10		10
Total	$	25	$	25	$	168	$	168


(1)	Represents the recorded investment in the loan immediately prior to the restructuring event.


(2)	Represents the recorded investment in the loan immediately following the restructuring event. It includes the effect of paydowns that were required as part of the restructuring terms.

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)

The following tables provide the recorded investment amounts of TDRs at the date of default, for which there was a payment default during the three and six months ended June 30, 2018 and 2017, and where the default occurred within the first twelve months after modification into a TDR. A payment default is defined as the loan being 60 days or more past due.




(Dollars in millions)	For the Three Months Ended June 30, 2018		For the Six Months Ended June 30, 2018
Residential mortgage	$	2	$	2
Total consumer portfolio	2		2
Total	$	2	$	2




(Dollars in millions)	For the Three Months Ended June 30, 2017		For the Six Months Ended June 30, 2017
Commercial and industrial	$	17	$	19
Commercial mortgage	—		1
Total commercial portfolio	17		20
Residential mortgage	—		1
Total consumer portfolio	—		1
Total	$	17	$	21

For loans in the consumer portfolio in which impairment is measured using the present value of expected future cash flows discounted at the loan’s effective interest rate, historical payment defaults and the propensity to redefault are some of the factors considered when determining the allowance for loan losses.

Loan Impairment

Loans that are individually evaluated for impairment include larger nonaccruing loans within the commercial and industrial, construction, and commercial mortgage loan portfolios and loans modified in a TDR. The Company records an impairment allowance when the value of an impaired loan is less than the recorded investment in the loan.

The following tables show information about impaired loans by class as of June 30, 2018 and December 31, 2017.



	June 30, 2018
	Recorded Investment								Unpaid Principal Balance
(Dollars in millions)	With an Allowance		Without an Allowance		Total		Allowance for Impaired Loans		With an Allowance		Without an Allowance
Commercial and industrial	$	288	$	34	$	322	$	64	$	346	$	54
Commercial mortgage	26		54		80		—		26		54
Construction	—		78		78		—		—		78
Total commercial portfolio	314		166		480		64		372		186
Residential mortgage	205		55		260		13		219		64
Home equity and other consumer loans	24		13		37		—		25		22
Total consumer portfolio	229		68		297		13		244		86
Total	$	543	$	234	$	777	$	77	$	616	$	272

Table of Contents

Note 3—Loans and Allowance for Loan Losses (Continued)



	December 31, 2017
	Recorded Investment								Unpaid Principal Balance
(Dollars in millions)	With an Allowance		Without an Allowance		Total		Allowance for Impaired Loans		With an Allowance		Without an Allowance
Commercial and industrial	$	287	$	93	$	380	$	57	$	348	$	102
Commercial mortgage	33		3		36		1		33		3
Construction	—		128		128		—		—		128
Total commercial portfolio	320		224		544		58		381		233
Residential mortgage	218		59		277		15		234		69
Home equity and other consumer loans	29		15		44		—		30		24
Total consumer portfolio	247		74		321		15		264		93
Total	$	567	$	298	$	865	$	73	$	645	$	326

The following table presents the average recorded investment in impaired loans and the amount of interest income recognized for impaired loans during the three and six months ended June 30, 2018 and 2017 for the commercial and consumer loans portfolio segments.



	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2018				2017				2018				2017
(Dollars in millions)	Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income		Average Recorded Investment		Recognized Interest Income
Commercial and industrial	$	296	$	3	$	419	$	—	$	294	$	5	$	447	$	4
Commercial mortgage	51		8		61		1		44		18		40		1
Construction	111		2		11		—		120		4		14		—
Total commercial portfolio	458		13		491		1		458		27		501		5
Residential mortgage	264		3		233		2		268		7		235		4
Home equity and other consumer loans	38		1		28		1		40		2		29		1
Total consumer portfolio	302		4		261		3		308		9		264		5
Total	$	760	$	17	$	752	$	4	$	766	$	36	$	765	$	10

The following table presents loan transfers from held to investment to held for sale and proceeds from

sales of loans during the three and six months ended June 30, 2018 and 2017 for the commercial and consumer loans portfolio segments.



	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2018				2017				2018					2017
(Dollars in millions)	Net transfer of loans held for investment to (from) loans held for sale		Proceeds from sale		Net transfer of loans held for investment to (from) loans held for sale		Proceeds from sale		Net transfer of loans held for investment to (from) loans held for sale			Proceeds from sale		Net transfer of loans held for investment to (from) loans held for sale			Proceeds from sale
Commercial portfolio	$	24	$	274	$	126	$	299	$	(67	)	$	514	$	360		$	646
Consumer portfolio	—		—		—		—		—			—		(4		)	—
Total	$	24	$	274	$	126	$	299	$	(67	)	$	514	$	356		$	646

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Note 4—Variable Interest Entities

In the normal course of business, the Company has certain financial interests in entities which have been determined to be VIEs. Generally, a VIE is a corporation, partnership, trust or other legal structure where the equity investors do not have substantive voting rights, an obligation to absorb the entity’s losses or the right to receive the entity’s returns, or the ability to direct the significant activities of the entity. The following discusses the Company’s consolidated and unconsolidated VIEs.

Consolidated VIEs

The following tables present the assets and liabilities of consolidated VIEs recorded on the Company’s consolidated balance sheets at June 30, 2018 and December 31, 2017.



	June 30, 2018
	Consolidated Assets								Consolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Loans Held for Investment, net		Other Assets		Total Assets		Other Liabilities		Total Liabilities
LIHC investments	$	—	$	—	$	54	$	54	$	—	$	—
Leasing investments	1		574		147		722		22		22
Total consolidated VIEs	$	1	$	574	$	201	$	776	$	22	$	22



	December 31, 2017
	Consolidated Assets								Consolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Loans Held for Investment, net		Other Assets		Total Assets		Other Liabilities		Total Liabilities
LIHC investments	$	—	$	—	$	68	$	68	$	—	$	—
Leasing investments	1		583		158		742		24		24
Total consolidated VIEs	$	1	$	583	$	226	$	810	$	24	$	24

LIHC Investments

The Company sponsors, manages and syndicates two LIHC investment fund structures. These investments are designed to generate a return primarily through the realization of U.S. federal tax credits and deductions. The Company is considered the primary beneficiary and has consolidated these investments because the Company has the power to direct activities that most significantly impact the funds’ economic performances and also has the obligation to absorb losses of the funds that could potentially be significant to the funds. Neither creditors nor equity investors in the LIHC investments have any recourse to the general credit of the Company, and the Company’s creditors do not have any recourse to the assets of the consolidated LIHC investments.

Leasing Investments

The Company has leasing investments primarily in the wind energy, rail and coal industries. The Company is considered the primary beneficiary and has consolidated these investments because the Company has the power to direct the activities of these entities that significantly impact the entities’ economic performances. The Company also has the right to receive potentially significant benefits or the obligation to absorb potentially significant losses of these investments.

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Note 4—Variable Interest Entities (Continued)

Unconsolidated VIEs

The following tables present the Company’s carrying amounts related to the unconsolidated VIEs at June 30, 2018 and December 31, 2017. The tables also present the Company’s maximum exposure to loss resulting from its involvement with these VIEs. The maximum exposure to loss represents the carrying amount of the Company’s involvement plus any legally binding unfunded commitments in the unlikely event that all of the assets in the VIEs become worthless. During the six months ended June 30, 2018 and June 30, 2017, the Company had noncash increases in unfunded commitments on LIHC investments of $45 million and $18 million, respectively, included within other liabilities.



	June 30, 2018
	Unconsolidated Assets										Unconsolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Securities Available for Sale		Loans Held for Investment		Other Assets		Total Assets		Other Liabilities		Total Liabilities		Maximum Exposure to Loss
LIHC investments	$	—	$	28	$	235	$	1,008	$	1,271	$	208	$	208	$	1,271
Leasing investments	1		—		22		1,518		1,541		48		48		1,562
Other investments	—		—		20		29		49		—		—		89
Total unconsolidated VIEs	$	1	$	28	$	277	$	2,555	$	2,861	$	256	$	256	$	2,922



	December 31, 2017
	Unconsolidated Assets										Unconsolidated Liabilities
(Dollars in millions)	Interest Bearing Deposits in Banks		Securities Available for Sale		Loans Held for Investment		Other Assets		Total Assets		Other Liabilities		Total Liabilities		Maximum Exposure to Loss
LIHC investments	$	—	$	29	$	228	$	1,028	$	1,285	$	254	$	254	$	1,284
Leasing investments	1		—		24		1,745		1,770		53		53		1,792
Other investments	—		—		24		26		50		—		—		132
Total unconsolidated VIEs	$	1	$	29	$	276	$	2,799	$	3,105	$	307	$	307	$	3,208

LIHC Investments

The Company makes investments in partnerships and funds formed by third parties. The primary purpose of the partnerships and funds is to invest in low-income housing units and distribute tax credits and tax benefits associated with the underlying properties to investors. The Company is a limited partner investor and is allocated tax credits and deductions, but has no voting or other rights to direct the activities of the funds or partnerships, and therefore is not considered the primary beneficiary and does not consolidate these investments.

The following table presents the impact of the unconsolidated LIHC investments on our consolidated statements of income for the three and six months ended June 30, 2018 and 2017.



	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
(Dollars in millions)	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
Losses from LIHC investments included in other noninterest expense	$	2	$	2	$	4	$	4
Amortization of LIHC investments included in income tax expense	34		36		68		69
Tax credits and other tax benefits from LIHC investments included in income tax expense	47		47		91		92

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Note 4—Variable Interest Entities (Continued)

Leasing Investments

The unconsolidated VIEs related to leasing investments are primarily renewable energy investments. Through its subsidiaries, the Company makes equity investments in LLCs established by third party sponsors. The LLCs are created to operate and manage wind, solar, hydroelectric and cogeneration power plant projects. Power generated by the projects is sold to third parties through long-term purchase power agreements. As a limited investor member, the Company is allocated production tax credits and taxable income or losses associated with the projects. The Company has no voting or other rights to direct the significant activities of the LLCs, and therefore is not considered the primary beneficiary and does not consolidate these investments.

Other Investments

The Company has other investments in structures formed by third parties. The Company has no voting or other rights to direct the activities of the investments that would most significantly impact the entities’ performance, and therefore is not considered the primary beneficiary and does not consolidate these investments.

Note 5—Securities Financing Arrangements

The Company enters into securities purchased under agreements to resell, securities sold under agreements to repurchase, securities borrowed and securities loaned transactions. The Company executes these transactions to facilitate customer match-book activity, cover short positions and fund the Company's trading inventory. The Company manages credit exposure from certain transactions by entering into master netting agreements and collateral arrangements with counterparties. The relevant agreements allow for the efficient closeout of the transaction, liquidation and set-off of collateral against the net amount owed by the counterparty following a default. Under these agreements and transactions, the Company either receives or provides collateral. The Company receives collateral in the form of securities in connection with reverse repurchase agreements and securities borrowed transactions. In many cases, the Company is permitted to sell or repledge these securities held as collateral and use the securities to secure repurchase agreements or enter into securities lending transactions. In certain cases the Company may agree for collateral to be posted to a third party custodian under a tri-party arrangement that enables the Company to take control of such collateral in the event of a counterparty default. Default events generally include, among other things, failure to pay, insolvency or bankruptcy of a counterparty. For additional information related to securities pledged and received as collateral, refer to Note 2 to these Consolidated Financial Statements.

The following tables present the gross obligations for securities sold under agreements to repurchase and securities loaned by remaining contractual maturity and class of collateral pledged as of June 30, 2018 and December 31, 2017.



	June 30, 2018
	Overnight and		Up to		31 - 90		Greater than
(Dollars in millions)	continuous		30 days		days		90 days		Total
Securities sold under agreements to repurchase:
U.S. Treasury securities	$	11,769	$	250	$	1,409	$	365	$	13,793
U.S. government-sponsored agency securities	92		—		—		—		92
Money market securities	2		—		26		—		28
Mortgage-backed securities	9,011		3,872		6,332		750		19,965
Corporate bonds	1,044		142		1,134		—		2,320
State and municipal securities	249		21		264		—		534
Equity securities	113		106		239		—		458
Total	$	22,280	$	4,391	$	9,404	$	1,115	$	37,190
Securities loaned:
U.S. Treasury securities	$	—	$	219	$	—	$	—	$	219
Equity securities	672		127		46		—		845
Total	$	672	$	346	$	46	$	—	$	1,064

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Note 5—Securities Financing Arrangements (Continued)



	December 31, 2017
	Overnight and		Up to		31 - 90		Greater than
(Dollars in millions)	continuous		30 days		days		90 days		Total
Securities sold under agreements to repurchase:
U.S. Treasury securities	$	8,244	$	2,370	$	1,046	$	1,158	$	12,818
U.S. government-sponsored agency securities	115		38		63		—		216
Other sovereign government obligations	—		—		4		—		4
Money market securities	1		—		6		—		7
Asset-backed securities	32		—		164		—		196
Mortgage-backed securities	8,322		4,972		5,859		250		19,403
Corporate bonds	580		620		1,125		—		2,325
State and municipal securities	283		—		276		—		559
Equity securities	416		376		189		—		981
Total	$	17,993	$	8,376	$	8,732	$	1,408	$	36,509
Securities loaned:
Corporate bonds	$	—	$	322	$	—	$	—	$	322
Equity securities	446		10		101		—		557
Total	$	446	$	332	$	101	$	—	$	879

Offsetting Financial Assets and Liabilities

The Company primarily enters into derivative contracts, repurchase agreements and securities lending agreements with counterparties utilizing standard International Swaps and Derivatives Association Master Agreements, Master Repurchase Agreements, and Master Securities Lending Agreements, respectively. These agreements generally establish the terms and conditions of the transactions, including a legal right to set-off amounts payable and receivable between the Company and a counterparty, regardless of whether or not such amounts have matured or have contingency features.

The following tables present the offsetting of financial assets and liabilities as of June 30, 2018 and December 31, 2017.



	June 30, 2018
							Gross Amounts Not Offset in Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Financial Instruments		Cash Collateral Received/Pledged		Net Amount
Financial Assets:
Derivative assets	$	807	$	331	$	476	$	14	$	—	$	462
Securities borrowed or purchased under resale agreements	32,723		12,675		20,048		19,953		—		95
Total	$	33,530	$	13,006	$	20,524	$	19,967	$	—	$	557
Financial Liabilities:
Derivative liabilities	$	934	$	336	$	598	$	86	$	—	$	512
Securities loaned or sold under repurchase agreements	38,254		12,675		25,579		24,773		—		806
Total	$	39,188	$	13,011	$	26,177	$	24,859	$	—	$	1,318

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Note 5—Securities Financing Arrangements (Continued)



	December 31, 2017
							Gross Amounts Not Offset in Balance Sheet
(Dollars in millions)	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in Balance Sheet		Net Amounts Presented in Balance Sheet		Financial Instruments		Cash Collateral Received/Pledged		Net Amount
Financial Assets:
Derivative assets	$	1,322	$	607	$	715	$	25	$	—	$	690
Securities borrowed or purchased under resale agreements	31,845		10,951		20,894		20,816		—		78
Total	$	33,167	$	11,558	$	21,609	$	20,841	$	—	$	768
Financial Liabilities:
Derivative liabilities	$	1,127	$	620	$	507	$	142	$	—	$	365
Securities loaned or sold under repurchase agreements	37,388		10,951		26,437		25,639		—		798
Total	$	38,515	$	11,571	$	26,944	$	25,781	$	—	$	1,163

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Note 6—Commercial Paper and Other Short-Term Borrowings

The following table is a summary of the Company's commercial paper and other short-term borrowings.



(Dollars in millions)	June 30, 2018		December 31, 2017
Debt issued by MUB
Commercial paper, with a weighted average interest rate of 1.92% and 1.26% at June 30, 2018 and December 31, 2017, respectively	$	462	$	347
Federal Home Loan Bank advances, with a weighted average interest rate of 2.06% and 1.42% at June 30, 2018 and December 31, 2017, respectively	8,200		5,750
Total debt issued by MUB	8,662		6,097
Debt issued by other MUAH subsidiaries
Short-term debt due to MUFG Bank, Ltd., with weighted average interest rates of 2.64% and 1.88% at June 30, 2018 and December 31, 2017, respectively	151		168
Short-term debt due to affiliates, with weighted average interest rates of (-.08)% and (-0.09)% at June 30, 2018 and December 31, 2017, respectively	951		801
Total debt issued by other MUAH subsidiaries	1,102		969
Total commercial paper and other short-term borrowings	$	9,764	$	7,066

Short-term debt due to MUFG Bank, Ltd. consists of both secured and unsecured fixed and floating rate borrowings.

MUSA maintains an uncommitted, unsecured lending facility with Mitsubishi UFJ Securities Holdings Co., Ltd. under which it may borrow up to JPY 160 billion (USD equivalent 1.4 billion). Under the terms of the facility, MUSA can choose to borrow in Japanese Yen or U.S. Dollars. Japanese Yen denominated borrowings include an extension option allowing MUSA to extend the maturity of an individual draw by 100 days at any time prior to its original, stated maturity. At June 30, 2018, MUSA had JPY 105 billion (USD equivalent 951 million) drawn under this facility.

Table of Contents

Note 7—Long-Term Debt

Long-term debt consists of borrowings having an original maturity of one year or more. The following is a summary of the Company's long-term debt.



(Dollars in millions)	June 30, 2018		December 31, 2017
Debt issued by MUAH
Senior debt:
Floating rate senior notes due February 2018. These notes, which bore interest at 0.57% above 3-month LIBOR, had a rate of 1.97% at December 31, 2017	$	—	$	250
Fixed rate 1.625% notes due February 2018	—		450
Fixed rate 2.25% notes due February 2020	998		998
Fixed rate 3.50% notes due June 2022	398		398
Fixed rate 3.00% notes due February 2025	496		496
Senior debt due to MUFG Bank, Ltd:
Floating rate debt due March 2020. This note, which bears interest at 0.86% above 3-month LIBOR, had a rate of 3.21% at June 30, 2018 and 2.45% at December 31, 2017	545		545
Floating rate debt due September 2020. This note, which bears interest at 0.85% above 3-month LIBOR, had a rate of 3.20% at June 30, 2018 and 2.54% at December 31, 2017	3,500		3,500
Floating rate debt due December 2023. This note, which bears interest at 0.76% above 3-month EURIBOR, had a rate of 0.76% at June 30, 2018 and 0.76% at December 31, 2017	24		24
Subordinated debt due to MUFG Bank, Ltd:
Floating rate subordinated debt due December 2023. This note, which bears interest at 1.38% above 3-month LIBOR, had a rate of 3.73% at June 30, 2018 and 3.07% at December 31, 2017	300		300
Junior subordinated debt payable to trusts:
Floating rate note due September 2036. This note had an interest rate of 4.04% at June 30, 2018 and 3.29% at December 31, 2017	37		36
Total debt issued by MUAH	6,298		6,997

Debt issued by MUB
Senior debt:
Fixed rate 2.63% notes due September 2018	1,000		1,000
Fixed rate 2.25% notes due May 2019	495		497
Fixed rate FHLB of San Francisco advances due between July 2018 and June 2020. These notes bear a combined weighted-average rate of 2.06% at June 30, 2018 and 1.51% at December 31, 2017	5,200		1,500
Subordinated debt due to MUFG Bank, Ltd:
Floating rate subordinated debt due June 2023. This note, which bore interest at 1.20% above 3-month LIBOR, had a rate 2.89% at December 31, 2017	—		750
Other	39		63
Total debt issued by MUB	6,734		3,810

Debt issued by other MUAH subsidiaries
Senior debt due to MUFG Bank, Ltd:
Various floating rate borrowings due between December 2020 and May 2021. These notes, which bear interest above 3-month LIBOR had a weighted-average interest rate of 2.34% at June 30, 2018 and 1.78% at December 31, 2017	250		291
Various fixed rate borrowings due between February 2019 and May 2024 with a weighted-average interest rate of 1.83% (between 0.14% and 2.44%) at June 30, 2018 and 2.12% (between 1.37% and 2.65%) at December 31, 2017	286		339
Subordinated debt due to Affiliate:
Various floating rate borrowings due between September 2018 and March 2019. These notes, which bear interest above 6-month LIBOR had a weighted-average interest rate of 3.93% (between 3.83% and 3.98%) at June 30, 2018 and 2.95% (between 2.88% and 3.04%) at December 31, 2017	110		185

Table of Contents

Note 7—Long Term Debt (Continued)



Non-recourse debt due to MUFG Bank, Ltd:
Various floating rate non-recourse borrowings due between November 2018 and December 2021. These notes, which bear interest above 1- or 3-month LIBOR had a weighted-average interest rate of 3.70% (between 2.34% and 4.48%) at June 30, 2018 and 3.07% (between 1.49% and 5.58%) at December 31, 2017	90		79
Fixed rate non-recourse borrowings due between January 2019 and July 2023 which had an interest rate of 3.07% at June 30, 2018 and 3.27% at December 31, 2017	204		240
Other non-recourse debt:
Various floating rate non-recourse borrowings due between December 2018 and May 2019. These notes, which bear interest above 1- or 3-month LIBOR had a weighted-average interest rate of 3.58% (between 3.33% and 4.20%) at June 30, 2018 and 2.88% (between 2.50% and 3.54%) at December 31, 2017	186		185
Fixed rate non-recourse borrowings due December 2026 which had an interest rate of 5.34% at June 30, 2018 and December 31, 2017	34		36
Total debt issued by other MUAH subsidiaries	1,160		1,355
Total long-term debt	$	14,192	$	12,162

MUAH Senior Debt due to MUFG Bank, Ltd.

During the first quarter of 2017, MUAH borrowed $3.5 billion from MUFG Bank, Ltd. in the form of a senior loan. MUAH may prepay the loan prior to the stated maturity date in whole or in part and in an amount of not less than $500,000. MUFG Bank, Ltd. may accelerate the payment of the loan, in the case of certain events of default. The proceeds of the MUFG Bank, Ltd. loan have funded loans to MUAH’s subsidiaries. Simultaneously with the funding of the MUFG Bank, Ltd. loan on March 31, 2017, MUB prepaid three loans from MUFG Bank, Ltd. totaling $3.5 billion.

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments

Valuation Methodologies

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between willing market participants at the measurement date. The Company has an established and documented process for determining fair value for financial assets and liabilities that are measured at fair value on either a recurring or nonrecurring basis. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair value is based upon valuation techniques that use, where possible, current market-based or independently sourced parameters, such as yield curves, foreign exchange rates, credit spreads, commodity prices and implied volatilities. Valuation adjustments may be made to ensure the financial instruments are recorded at fair value. These adjustments include amounts that reflect counterparty credit quality and that consider the Company's own creditworthiness in determining the fair value of its trading assets and liabilities. For further information related to the valuation methodologies used for certain financial assets and financial liabilities measured at fair value, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2017 Form 10-K.

Fair Value Hierarchy

In determining fair value, the Company maximizes the use of observable market inputs and minimizes the use of unobservable inputs. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect the Company’s estimate about market data. Based on the observability of the significant inputs used, the Company classifies its fair value measurements in accordance with the three-level hierarchy as defined by GAAP. This hierarchy is based on the quality, observability and reliability of the information used to determine fair value. For further information related to the fair value hierarchy, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2017 Form 10-K.

Valuation Processes

The Company has established a valuation committee to oversee its valuation framework for measuring fair value and to establish valuation policies and procedures. The valuation committee’s responsibilities include reviewing fair value measurements and categorizations within the fair value hierarchy and monitoring the use of pricing sources, mark-to-model valuations, dealer quotes and other valuation processes. The valuation committee reports to the Company’s Disclosure & Accounting Committee and meets at least quarterly.

Independent price verification is performed periodically by the Company to test the market data and valuations of substantially all instruments measured at fair value on a recurring basis. As part of its independent price verification procedures, the Company compares pricing sources, tests data variances within certain thresholds and performs variance analysis, utilizing third party valuations and both internal and external models. Results are formally reported on a quarterly basis to the valuation committee. For further information related to valuation processes, see Note 11 to the Consolidated Financial Statements in Part II, Item 8. “Financial Statements and Supplementary Data” in our 2017 Form 10-K.

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value Measurements on a Recurring Basis

The following tables present financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017, by major category and by valuation hierarchy level.



	June 30, 2018
(Dollars in millions)	Level 1			Level 2			Level 3			Netting Adjustment⁽¹⁾			Fair Value
Assets
Trading account assets⁽²⁾:
U.S. Treasury securities	$	—		$	2,773		$	—		$	—		$	2,773
U.S. government-sponsored agency securities	—			115			—			—			115
State and municipal securities	—			12			—			—			12
Commercial paper	—			31			—			—			31
Corporate bonds	—			1,410			—			—			1,410
Asset-backed securities	—			318			—			—			318
Mortgage-backed securities	—			6,978			—			—			6,978
Equities	212			—			—			—			212
Interest rate derivative contracts	9			459			1			(136		)	333
Commodity derivative contracts	—			43			—			(34		)	9
Foreign exchange derivative contracts	—			238			—			(114		)	124
Equity derivative contracts	3			—			49			(47		)	5
Total trading account assets	224			12,377			50			(331		)	12,320
Securities available for sale⁽³⁾:
Asset Liability Management securities:
U.S. Treasury	—			3,367			—			—			3,367
Residential mortgage-backed securities:
U.S government and government-sponsored agencies	—			7,792			—			—			7,792
Privately issued	—			874			—			—			874
Privately issued - commercial mortgage-backed securities	—			944			—			—			944
Collateralized loan obligations	—			1,487			—			—			1,487
Other	—			5			—			—			5
Other debt securities:
Direct bank purchase bonds	—			—			1,399			—			1,399
Other	—			53			96			—			149
Total securities available for sale	—			14,522			1,495			—			16,017
Other assets:
Mortgage servicing rights⁽²⁾	—			—			148			—			148
Interest rate hedging contracts⁽³⁾	—			4			—			—			4
Other derivative contracts⁽²⁾	—			—			1			—			1
Equity securities⁽²⁾	10			—			—			—			10
Total other assets	10			4			149			—			163
Total assets	$	234		$	26,903		$	1,694		$	(331	)	$	28,500
Percentage of total	1		%	94		%	6		%	(1		)%	100		%
Percentage of total Company assets	—		%	17		%	1		%	—		%	18		%
Liabilities
Trading account liabilities⁽²⁾:
Securities sold, not yet purchased:
U.S. Treasury	$	—		$	3,488		$	—		$	—		$	3,488
Commercial paper	—			35			—			—			35
Corporate bonds	—			779			—			—			779
Equities	101			—			—			—			101
Trading derivatives:
Interest rate derivative contracts	37			651			—			(243		)	445
Commodity derivative contracts	—			32			—			(23		)	9
Foreign exchange derivative contracts	1			139			—			(58		)	82
Equity derivative contracts	3			—			49			—			52
Total trading account liabilities	142			5,124			49			(324		)	4,991
Other liabilities:
FDIC clawback liability⁽²⁾	—			—			113			—			113
Other derivative contracts⁽²⁾	—			16			6			(12		)	10
Total other liabilities	—			16			119			(12		)	123
Total liabilities	$	142		$	5,140		$	168		$	(336	)	$	5,114
Percentage of total	3		%	101		%	3		%	(7		)%	100		%
Percentage of total Company liabilities	—		%	4		%	—		%	—		%	4		%


(1)	Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.


(2)	Fair value through net income.


(3)	Fair value through other comprehensive income.

Table of Contents

Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)



	December 31, 2017
(Dollars in millions)	Level 1			Level 2			Level 3			Netting Adjustment⁽¹⁾			Fair Value
Assets
Trading account assets⁽²⁾:
U.S. Treasury securities	$	—		$	1,926		$	—		$	—		$	1,926
U.S. government-sponsored agency securities	—			118			—			—			118
State and municipal securities	—			11			—			—			11
Commercial paper	—			7			—			—			7
Other sovereign government obligations	—			8			—			—			8
Corporate bonds	—			1,054			—			—			1,054
Asset-backed securities	—			199			—			—			199
Mortgage-backed securities	—			6,339			—			—			6,339
Equities	193			—			—			—			193
Interest rate derivative contracts	7			870			1			(353		)	525
Commodity derivative contracts	—			50			—			(49		)	1
Foreign exchange derivative contracts	—			249			1			(68		)	182
Equity derivative contracts	2			—			137			(135		)	4
Total trading account assets	202			10,831			139			(605		)	10,567
Securities available for sale⁽³⁾:
Asset Liability Management securities:
U.S. Treasury	—			3,252			—			—			3,252
Residential mortgage-backed securities:
U.S government and government-sponsored agencies	—			9,208			—			—			9,208
Privately issued	—			694			—			—			694
Privately issued - commercial mortgage-backed securities	—			822			—			—			822
Collateralized loan obligations	—			1,905			—			—			1,905
Other	—			5			—			—			5
Other debt securities:
Direct bank purchase bonds	—			—			1,503			—			1,503
Other	—			68			96			—			164
Equity securities	10			—			—			—			10
Total securities available for sale	10			15,954			1,599			—			17,563
Other assets:
Mortgage servicing rights⁽²⁾	—			—			64			—			64
Interest rate hedging contracts⁽³⁾	—			2			—			—			2
Other derivative contracts⁽²⁾	—			2			1			(2		)	1
Total other assets	—			4			65			(2		)	67
Total assets	$	212		$	26,789		$	1,803		$	(607	)	$	28,197
Percentage of total	1		%	95		%	6		%	(2		)%	100		%
Percentage of total Company assets	—		%	17		%	1		%	—		%	18		%
Liabilities
Trading account liabilities⁽²⁾:
Securities sold, not yet purchased:
U.S. Treasury	$	—		$	2,709		$	—		$	—		$	2,709
Other sovereign government obligations	—			7			—			—			7
Corporate bonds	—			348			—			—			348
Equities	35			—			—			—			35
Trading derivatives:
Interest rate derivative contracts	3			643			—			(382		)	264
Commodity derivative contracts	—			33			—			(20		)	13
Foreign exchange derivative contracts	1			144			1			(66		)	80
Equity derivative contracts	7			—			137			—			144
Total trading account liabilities	46			3,884			138			(468		)	3,600
Other liabilities:
FDIC clawback liability⁽²⁾	—			—			113			—			113
Interest rate hedging contracts⁽³⁾	—			149			—			(149		)	—
Other derivative contracts⁽²⁾	—			3			6			(3		)	6
Total other liabilities	—			152			119			(152		)	119
Total liabilities	$	46		$	4,036		$	257		$	(620	)	$	3,719
Percentage of total	1		%	109		%	7		%	(17		)%	100		%
Percentage of total Company liabilities	—		%	3		%	—		%	—		%	3		%


(1)	Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.


(2)	Fair value through net income.


(3)	Fair value through other comprehensive income.

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

The following tables present a reconciliation of the assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2018 and 2017. Level 3 available for sale securities at June 30, 2018 and 2017 primarily consist of direct bank purchase bonds. The Company’s policy is to recognize transfers in and out of Level 1, 2 and 3 as of the end of a reporting period.



	For the Three Months Ended
	June 30, 2018														June 30, 2017
(Dollars in millions)	Trading Assets			Securities Available for Sale			Other Assets		Trading Liabilities			Other Liabilities			Trading Assets			Securities Available for Sale			Other Assets			Trading Liabilities			Other Liabilities
Asset (liability) balance, beginning of period	$	55		$	1,506		$	106	$	(54	)	$	(119	)	$	172		$	1,569		$	35		$	(168	)	$	(119	)
Total gains (losses) (realized/unrealized):
Included in income before taxes	4			—			2		(4		)	—			11			—			(2		)	(12		)	1
Included in other comprehensive income	—			(1		)	—		—			—			—			9			—			—			—
Purchases/additions	—			1			41		—			—			—			1			16			—			—
Settlements	(9		)	(11		)	—		9			—			(12		)	(7		)	—			11			—
Asset (liability) balance, end of period	$	50		$	1,495		$	149	$	(49	)	$	(119	)	$	171		$	1,572		$	49		$	(169	)	$	(118	)
Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period	$	4		$	—		$	2	$	(4	)	$	—		$	11		$	—		$	(2	)	$	(12	)	$	1

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)




	For the Six Months Ended
	June 30, 2018														June 30, 2017
(Dollars in millions)	Trading Assets			Securities Available for Sale			Other Assets		Trading Liabilities			Other Liabilities			Trading Assets			Securities Available for Sale			Other Assets			Trading Liabilities			Other Liabilities
Asset (liability) balance, beginning of period	$	139		$	1,600		$	65	$	(138	)	$	(119	)	$	168		$	1,638		$	24		$	(166	)	$	(121	)
Total gains (losses) (realized/unrealized):
Included in income before taxes	(6		)	—			9		6			—			41			—			(2		)	(40		)	3
Included in other comprehensive income	—			(17		)	—		—			—			—			12			—			—			—
Purchases/additions	—			73			75		—			—			—			2			27			—			—
Settlements	(83		)	(161		)	—		83			—			(38		)	(80		)	—			37			—
Asset (liability) balance, end of period	$	50		$	1,495		$	149	$	(49	)	$	(119	)	$	171		$	1,572		$	49		$	(169	)	$	(118	)
Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period	$	(6	)	$	—		$	9	$	6		$	—		$	41		$	—		$	(2	)	$	(40	)	$	3

The following table presents information about significant unobservable inputs related to the Company’s significant Level 3 assets and liabilities at June 30, 2018.



	June 30, 2018
(Dollars in millions)	Level 3 Fair Value		Valuation Technique	Significant Unobservable Input(s)	Range of Inputs		Weighted Average
Securities available for sale:
Direct bank purchase bonds	$	1,399	Return on equity	Market-required return on capital	8.0 - 10.0	%	9.5	%
				Probability of default	0.0 - 25.0	%	0.3	%
				Loss severity	10.0 - 60.0	%	25.3	%

The direct bank purchase bonds generally use a return on equity valuation technique. This technique uses significant unobservable inputs such as market-required return on capital, probability of default and loss severity. Increases (decreases) in any of these inputs in isolation would result in a lower (higher) fair value measurement.

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value Measurement on a Nonrecurring Basis

Certain assets may be measured at fair value in certain situations, such as impairment, and these measurements are referred to as nonrecurring. For assets measured at fair value on a nonrecurring basis during the three and six months ended June 30, 2018 and 2017 that were still held on the consolidated balance sheet as of the respective periods ended, the following tables present the fair value of such assets by the level of valuation assumptions used to determine each fair value adjustment.



	June 30, 2018								Gain (Loss) For the Three Months Ended June 30, 2018			Gain (Loss) For the Six Months Ended June 30, 2018
(Dollars in millions)	Fair Value		Level 1		Level 2		Level 3		Gain (Loss) For the Three Months Ended June 30, 2018			Gain (Loss) For the Six Months Ended June 30, 2018
Loans held for investment
Impaired loans	$	122	$	—	$	—	$	122	$	(13	)	$	(14	)
Other assets
Software	—		—		—		—		—			(2		)
Private equity investments	10		—		—		10		—			(2		)
Renewable energy investment	2		—		—		2		(2		)	(2		)
Consolidated LIHC VIE	54		—		—		54		(8		)	(8		)
Total	$	188	$	—	$	—	$	188	$	(23	)	$	(28	)



	June 30, 2017								Gain (Loss) For the Three Months Ended June 30, 2017			Gain (Loss) For the Six Months Ended June 30, 2017
(Dollars in millions)	Fair Value		Level 1		Level 2		Level 3		Gain (Loss) For the Three Months Ended June 30, 2017			Gain (Loss) For the Six Months Ended June 30, 2017
Loans held for investment
Impaired loans	$	124	$	—	$	—	$	124	$	(5	)	$	(21	)
Other assets
Software	—		—		—		—		—			(3		)
Loans held for sale	7		—		—		7		—			(2		)
Renewable energy investment	—		—		—		—		—			2
Consolidated LIHC VIE	91		—		—		91		(8		)	(8		)
Total	$	222	$	—	$	—	$	222	$	(13	)	$	(32	)

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Note 8—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value of Financial Instruments Disclosures

The tables below present the carrying amount and estimated fair value of certain financial instruments, all of which are accounted for at amortized cost, classified by valuation hierarchy level as of June 30, 2018 and as of December 31, 2017.



	June 30, 2018
(Dollars in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	6,725	$	6,725	$	6,725	$	—	$	—
Securities borrowed or purchased under resale agreements	20,048		20,048		—		20,048		—
Securities held to maturity	10,997		10,729		—		10,729		—
Loans held for investment⁽¹⁾	80,371		80,343		—		—		80,343
Other assets	65		65		65		—		—
Liabilities
Time deposits	$	6,978	$	7,006	$	—	$	7,006	$	—
Securities loaned or sold under repurchase agreements	25,579		25,579		—		25,579		—
Commercial paper and other short-term borrowings	9,764		9,764		—		9,764		—
Long-term debt	14,192		14,167		—		14,167		—
Off-Balance Sheet Instruments
Commitments to extend credit and standby and commercial letters of credit	$	155	$	223	$	—	$	—	$	223


(1)	Excludes lease financing. The carrying amount is net of the allowance for loan losses.



	December 31, 2017
(Dollars in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents	$	3,392	$	3,392	$	3,392	$	—	$	—
Securities borrowed or purchased under resale agreements	20,894		20,894		—		20,894		—
Securities held to maturity	9,885		9,799		—		9,799		—
Loans held for investment⁽¹⁾	78,023		79,051		—		—		79,051
Liabilities
Deposits	$	84,787	$	84,743	$	—	$	84,743	$	—
Securities loaned or sold under repurchase agreements	26,437		26,437		—		26,437		—
Commercial paper and other short-term borrowings	7,066		7,066		—		7,066		—
Long-term debt	12,162		12,162		—		12,162		—
Off-Balance Sheet Instruments
Commitments to extend credit and standby and commercial letters of credit	$	174	$	174	$	—	$	—	$	174


(1)	Excludes lease financing. The carrying amount is net of the allowance for loan losses.

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Note 9—Derivative Instruments and Other Financial Instruments Used For Hedging

The Company enters into certain derivative and other financial instruments primarily to assist customers with their risk management objectives and to manage the Company’s exposure to interest rate risk. When entering into derivatives on behalf of customers, the Company generally acts as a financial intermediary by offsetting a significant portion of the market risk for these derivatives with third parties. The Company may also enter into derivatives for other risk management purposes. All derivative instruments are recognized as assets or liabilities on the consolidated balance sheets at fair value.

Counterparty credit risk is inherent in derivative instruments. In order to reduce its exposure to counterparty credit risk, the Company utilizes credit approvals, limits, monitoring procedures and master netting and credit support annex agreements. Additionally, the Company considers counterparty credit quality and the creditworthiness of the Company in estimating the fair value of derivative instruments.

The table below presents the notional amounts and fair value amounts of the Company's derivative instruments reported on the consolidated balance sheets, segregated between derivative instruments designated and qualifying as hedging instruments and derivative instruments not designated as hedging instruments as of June 30, 2018 and December 31, 2017. Asset and liability values are presented gross, excluding the impact of legally enforceable master netting and credit support annex agreements. The fair value of asset and liability derivatives designated and qualifying as hedging instruments and derivatives designated as other risk management are included in other assets and other liabilities, respectively. The fair value of asset and liability trading derivatives are included in trading account assets and trading account liabilities, respectively.



	June 30, 2018						December 31, 2017
			Fair Value						Fair Value
	Notional		Asset		Liability		Notional		Asset		Liability
(Dollars in millions)	Amount		Derivatives		Derivatives		Amount		Derivatives		Derivatives
Cash flow hedges
Interest rate contracts	$	181	$	4	$	—	$	6,998	$	2	$	149
Fair value hedges
Interest rate contracts	—		—		—		500		—		—
Not designated as hedging instruments:
Trading
Interest rate contracts	108,129		469		688		132,214		878		646
Commodity contracts	569		43		32		1,244		50		33
Foreign exchange contracts	7,975		238		140		7,053		250		146
Equity contracts	815		52		52		1,496		139		144
Other contracts	46		—		—		4		—		—
Total Trading	117,534		802		912		142,011		1,317		969
Other risk management	1,300		1		22		1,345		3		9
Total derivative instruments	$	119,015	$	807	$	934	$	150,854	$	1,322	$	1,127

We recognized net losses of $49 million and net gains of $2 million on other risk management derivatives for the three and six months ended June 30, 2018, respectively, and net losses of $10 million and $6 million for the three and six months ended June 30, 2017, respectively, which are included in other noninterest income.

Derivatives Designated and Qualifying as Hedging Instruments

The Company uses interest rate derivatives to manage the financial impact on the Company from changes in market interest rates. These instruments are used to manage interest rate risk relating to specified groups of assets and liabilities, primarily LIBOR-based commercial loans and debt issuances. Derivatives that qualify for hedge accounting are designated as either fair value or cash flow hedges.

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Note 9—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

Cash Flow Hedges

The Company uses interest rate swaps to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed loans, and to a lesser extent, to hedge interest rate risk on rollover debt.

The Company used interest rate swaps with an aggregate notional amount of $181 million at June 30, 2018 to hedge the risk of changes in cash flows attributable to changes in the designated benchmark interest rate on LIBOR indexed short-term borrowings. At June 30, 2018, the weighted average remaining life of the active cash flow hedges was 2.1 years.

For cash flow hedges, the effective portion of the gain or loss on the hedging instruments is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged cash flows are recognized in net interest income. Gains and losses representing hedge ineffectiveness are recognized in noninterest expense in the period in which they arise. At June 30, 2018, the Company expects to reclassify approximately $69 million of losses from AOCI as a reduction to net interest income during the twelve months ending June 30, 2019. This amount could differ from amounts actually realized due to changes in interest rates, hedge terminations and the addition of other hedges subsequent to June 30, 2018.

The following tables present the amount and location of the net gains and losses recorded in the Company’s consolidated statements of income and changes in stockholders' equity for derivatives designated as cash flow hedges for the three and six months ended June 30, 2018 and 2017.



	Amount of Gain or (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)						Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						(Gain) Loss Recognized in Income on Derivative Instruments (Ineffective Portion)
	For the Three Months Ended June 30,						For the Three Months Ended June 30,						For the Three Months Ended June 30,
(Dollars in millions)	2018			2017		Location	2018			2017		Location	2018			2017
Derivatives in cash flow hedging relationships
						Interest income	$	(8	)	$	20
Interest rate contracts	$	(19	)	$	55	Interest expense	—			—		Noninterest expense	$	(1	)	$	1
Total	$	(19	)	$	55		$	(8	)	$	20		$	(1	)	$	1




	Amount of Gain or (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)						Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Gain (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion)
	For the Six Months Ended June 30,						For the Six Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in millions)	2018			2017		Location	2018			2017		Location	2018			2017
Derivatives in cash flow hedging relationships
						Interest income	$	(8	)	$	49
Interest rate contracts	$	(98	)	$	36	Interest expense	—			—		Noninterest expense	$	(1	)	$	3
Total	$	(98	)	$	36		$	(8	)	$	49		$	(1	)	$	3

Fair Value Hedges

The Company engages in an interest rate hedging strategy in which one or more interest rate swaps are associated with a specified interest bearing liability, in order to convert the liability from a fixed rate to a floating rate instrument. This strategy mitigates the changes in fair value of the hedged liability caused by changes in the designated benchmark interest rate, U.S. dollar LIBOR.

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Note 9—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

For fair value hedges, any ineffectiveness is recognized in noninterest expense in the period in which it arises. The change in the fair value of the hedged item and the hedging instrument, to the extent completely effective, offsets with no impact on earnings.

The following tables present the gains (losses) on the Company's fair value hedges and hedged item for the three and six months ended June 30, 2018 and 2017.



	For the Three Months Ended June 30, 2018						For the Six Months Ended June 30, 2018
(Dollars in millions)	Derivative		Hedged Item		Hedge Ineffectiveness		Derivative			Hedged Item		Hedge Ineffectiveness
(Dollars in millions)	Derivative		Hedged Item		Hedge Ineffectiveness		Derivative			Hedged Item		Hedge Ineffectiveness
Interest rate risk on long-term debt	$	—	$	—	$	—	$	(2	)	$	2	$	—
Total	$	—	$	—	$	—	$	(2	)	$	2	$	—



	For the Three Months Ended June 30, 2017							For the Six Months Ended June 30, 2017
(Dollars in millions)	Derivative		Hedged Item			Hedge Ineffectiveness		Derivative			Hedged Item		Hedge Ineffectiveness
(Dollars in millions)	Derivative		Hedged Item			Hedge Ineffectiveness		Derivative			Hedged Item		Hedge Ineffectiveness
Interest rate risk on long-term debt	$	1	$	(1	)	$	—	$	(1	)	$	—	$	(1	)
Total	$	1	$	(1	)	$	—	$	(1	)	$	—	$	(1	)

Derivatives Not Designated as Hedging Instruments

Trading Derivatives

Derivative instruments classified as trading are primarily derivatives entered into as an accommodation for customers. Trading derivatives are included in trading assets or trading liabilities with changes in fair value reflected in income from trading account activities. The majority of the Company's derivative transactions for customers were essentially offset by contracts with third parties that reduce or eliminate market risk exposures.

The following table presents the amount of the net gains and losses for derivative instruments classified as trading reported in the consolidated statements of income under the heading trading account activities for the three and six months ended June 30, 2018 and 2017.



	Gain or (Loss) Recognized in Income on Derivative Instruments					Gain or (Loss) Recognized in Income on Derivative Instruments
	For the Three Months Ended					For the Six Months Ended
(Dollars in millions)	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Trading derivatives:
Interest rate contracts	$	17	$	(36	)	$	130	$	(58	)
Equity contracts	1		—			18		—
Foreign exchange contracts	12		11			21		21
Commodity contracts	—		1			—		1
Total	$	30	$	(24	)	$	169	$	(36	)

Offsetting Financial Assets and Liabilities

The Company primarily enters into derivative contracts and repurchase agreements with counterparties utilizing standard International Swaps and Derivatives Association Master Agreements and Master Repurchase Agreements, respectively. These agreements generally establish the terms and conditions of the transactions, including a legal right to set-off amounts payable and receivable between the Company and a counterparty, regardless of whether or not such amounts have matured or have contingency features. For additional information related to offsetting of financial assets and liabilities, refer to Note 5 to these Consolidated Financial Statements.

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Note 10—Accumulated Other Comprehensive Income

The following tables present the change in each of the components of accumulated other comprehensive income and the related tax effect of the change allocated to each component for the three and six months ended June 30, 2018 and 2017.



(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Three Months Ended June 30, 2018
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	(19	)	$	5		$	(14	)
Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	8			(2		)	6
Net change	(11		)	3			(8		)
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	(60		)	15			(45		)
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(3		)	1			(2		)
Amortization of net unrealized (gains) losses on held to maturity securities	8			(2		)	6
Net change	(55		)	14			(41		)
Pension and other benefits:
Amortization of prior service credit⁽¹⁾	(11		)	4			(7		)
Recognized net actuarial (gain) loss⁽¹⁾	24			(7		)	17
Net change	13			(3		)	10
Net change in AOCI	$	(53	)	$	14		$	(39	)


(1)	These amounts are included in the computation of net periodic pension cost. For further information, see Note 11.



(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Three Months Ended June 30, 2017
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	55		$	(21	)	$	34
Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	(20		)	8			(12		)
Net change	35			(13		)	22
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	41			(15		)	26
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(7		)	3			(4		)
Amortization of net unrealized (gains) losses on held to maturity securities	4			(2		)	2
Net change	38			(14		)	24
Foreign currency translation adjustment	4			(2		)	2
Pension and other benefits:
Amortization of prior service credit⁽¹⁾	(12		)	4			(8		)
Recognized net actuarial (gain) loss⁽¹⁾	23			(9		)	14
Net change	11			(5		)	6
Net change in AOCI	$	88		$	(34	)	$	54


(1)	These amounts are included in the computation of net periodic pension cost. For further information, see Note 11.

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Note 10—Accumulated Other Comprehensive Income (Continued)



(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Six Months Ended June 30, 2018
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	(98	)	$	26		$	(72	)
Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	8			(2		)	6
Net change	(90		)	24			(66		)
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	(322		)	84			(238		)
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(3		)	1			(2		)
Amortization of net unrealized (gains) losses on held to maturity securities	12			(3		)	9
Net change	(313		)	82			(231		)
Foreign currency translation adjustment	(3		)	1			(2		)
Pension and other benefits:
Amortization of prior service credit⁽¹⁾	(21		)	6			(15		)
Recognized net actuarial (gain) loss⁽¹⁾	48			(13		)	35
Net change	27			(7		)	20
Other	(1		)	—			(1		)
Net change in AOCI	$	(380	)	$	100		$	(280	)


(1)	These amounts are included in the computation of net periodic pension cost. For further information, see Note 11.




(Dollars in millions)	Before Tax Amount			Tax Effect			Net of Tax
For the Six Months Ended June 30, 2017
Cash flow hedge activities:
Unrealized net gains (losses) on hedges arising during the period	$	36		$	(14	)	$	22
Reclassification adjustment for net (gains) losses on hedges included in interest income for loans and interest expense on long-term debt	(49		)	19			(30		)
Net change	(13		)	5			(8		)
Securities:
Unrealized holding gains (losses) arising during the period on securities available for sale	97			(38		)	59
Reclassification adjustment for net (gains) losses on securities available for sale included in securities gains, net	(9		)	4			(5		)
Amortization of net unrealized (gains) losses on held to maturity securities	9			(4		)	5
Net change	97			(38		)	59
Foreign currency translation adjustment	5			(2		)	3
Pension and other benefits:
Amortization of prior service credit ⁽¹⁾	(24		)	9			(15		)
Recognized net actuarial (gain) loss⁽¹⁾	46			(18		)	28
Net change	22			(9		)	13
Net change in AOCI	$	111		$	(44	)	$	67


(1)	These amounts are included in the computation of net periodic pension cost. For further information, see Note 11.

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Note 10—Accumulated Other Comprehensive Income (Continued)

The following tables present the change in accumulated other comprehensive loss balances.



For the Three Months Ended June 30, 2017 and 2018:
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Postretirement Benefits Adjustment			Other			Accumulated Other Comprehensive Loss
(Dollars in millions)	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Postretirement Benefits Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, March 31, 2017	$	(107	)	$	(173	)	$	(21	)	$	(582	)	$	—		$	(883	)
Other comprehensive income (loss) before reclassifications	34			26			2			—			—			62
Amounts reclassified from AOCI	(12		)	(2		)	—			6			—			(8		)
Balance, June 30, 2017	$	(85	)	$	(149	)	$	(19	)	$	(576	)	$	—		$	(829	)
Balance, March 31, 2018	$	(232	)	$	(423	)	$	—		$	(590	)	$	(1	)	$	(1,246	)
Other comprehensive income (loss) before reclassifications	(14		)	(45		)	—			—			—			(59		)
Amounts reclassified from AOCI	6			4			—			10			—			20
Balance, June 30, 2018	$	(240	)	$	(464	)	$	—		$	(580	)	$	(1	)	$	(1,285	)




For the Six Months Ended June 30, 2017 and 2018:
	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Postretirement Benefits Adjustment			Other			Accumulated Other Comprehensive Loss
(Dollars in millions)	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Postretirement Benefits Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, December 31, 2016	$	(77	)	$	(208	)	$	(22	)	$	(589	)	$	—		$	(896	)
Other comprehensive income (loss) before reclassifications	22			59			3			—			—			84
Amounts reclassified from AOCI	(30		)	—			—			13			—			(17		)
Balance, June 30, 2017	$	(85	)	$	(149	)	$	(19	)	$	(576	)	$	—		$	(829	)
Balance, December 31, 2017	$	(174	)	$	(233	)	$	(19	)	$	(600	)	$	—		$	(1,026	)
Other comprehensive income (loss) before reclassifications	(72		)	(238		)	(2		)	—			(1		)	(313		)
Amounts reclassified from AOCI	6			7			—			20			—			33
Transfer to additional paid-in capital⁽¹⁾	—			—			21			—			—			21
Balance, June 30, 2018	$	(240	)	$	(464	)	$	—		$	(580	)	$	(1	)	$	(1,285	)


(1)	Transfer of accumulated foreign currency translation to additional paid-in capital resulted from the transfer of the Company's investment in a Canadian entity to MUFG Bank, Ltd during the first quarter of 2018.

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Note 11—Employee Pension and Other Postretirement Benefits

The following tables summarize the components of net periodic benefit cost for the three and six months ended June 30, 2018 and 2017. The components of net periodic benefit cost other than the service cost component are included in other noninterest expense in the income statement.



	Pension Benefits						Other Postretirement Benefits						Superannuation, SERP and ESBP
	For the Three Months Ended June 30,						For the Three Months Ended June 30,						For the Three Months Ended June 30,
(Dollars in millions)	2018			2017			2018			2017			2018		2017
Components of net periodic benefit cost:
Service cost	$	20		$	16		$	2		$	1		$	—	$	—
Interest cost	25			25			2			2			—		—
Expected return on plan assets	(67		)	(63		)	(5		)	(4		)	—		—
Amortization of prior service credit	(7		)	(6		)	(4		)	(6		)	—		—
Recognized net actuarial loss	22			21			1			1			1		1
Total net periodic benefit (income) cost	$	(7	)	$	(7	)	$	(4	)	$	(6	)	$	1	$	1




	Pension Benefits						Other Postretirement Benefits						Superannuation, SERP and ESBP
	For the Six Months Ended June 30,						For the Six Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in millions)	2018			2017			2018			2017			2018		2017
Components of net periodic benefit cost:
Service cost	$	39		$	35		$	3		$	3		$	—	$	—
Interest cost	50			50			4			4			1		1
Expected return on plan assets	(134		)	(127		)	(10		)	(9		)	—		—
Amortization of prior service credit	(13		)	(13		)	(8		)	(11		)	—		—
Recognized net actuarial loss	44			40			2			4			2		2
Total net periodic benefit (income) cost	$	(14	)	$	(15	)	$	(9	)	$	(9	)	$	3	$	3

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Note 12—Commitments, Contingencies and Guarantees

The following table summarizes the Company's commitments.



(Dollars in millions)	June 30, 2018
Commitments to extend credit	$	34,157
Issued standby and commercial letters of credit	5,023
Commitments to enter into forward-starting resale agreements	1,302
Other commitments	568

Commitments to extend credit are legally binding agreements to lend to a customer provided there are no violations of any condition established in the contract. Commitments have fixed expiration dates or other termination clauses and may require maintenance of compensatory balances. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit are generally contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate foreign or domestic trade transactions. Additionally, the Company enters into risk participations in bankers' acceptances wherein a fee is received to guarantee a portion of the credit risk on an acceptance of another bank. The majority of these types of commitments have terms of 1 year or less. As of June 30, 2018, the carrying amount of the Company's risk participations in bankers' acceptances and standby and commercial letters of credit totaled $3 million. Estimated exposure to loss related to these commitments is covered by the allowance for losses on unfunded commitments. The carrying amounts of the standby and commercial letters of credit and the allowance for losses on unfunded credit commitments are included in other liabilities on the consolidated balance sheet.

The credit risk involved in issuing loan commitments and standby and commercial letters of credit is essentially the same as that involved in extending loans to customers and is represented by the contractual amount of these instruments. Collateral may be obtained based on management's credit assessment of the customer.

Other commitments include collateralized financing activities, commitments to fund principal investments, other securities, and residual value guarantees.

Principal investments include direct investments in private and public companies. The Company issues commitments to provide equity and mezzanine capital financing to private and public companies through direct investments. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle. This cycle, the period over which privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, can vary based on overall market conditions as well as the nature and type of industry in which the companies operate.

The Company occasionally enters into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. The Company becomes liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. As of June 30, 2018, the current exposure to loss under these contracts totaled $1 million, and the maximum potential exposure to loss in the future was estimated at $30 million.

The Company is subject to various pending and threatened legal actions that arise in the normal course of business. The Company maintains liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. Management believes the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on the Company's consolidated financial condition, results of operations or liquidity.

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Note 13—Business Segments

The Company has four reportable segments: Regional Bank, U.S. Wholesale & Investment Banking, Transaction Banking, and MUSA. The Company uses various management accounting methodologies to measure the performance of its segments. Unlike GAAP, there is no standardized or authoritative guidance for management accounting. Consequently, reported results are not necessarily comparable with those presented by other companies and they are not necessarily indicative of the results that would be reported by the business units if they were separate economic entities.

Methodologies that are applied to the measurement of segment profitability, which are enhanced from time to time, include a funds transfer pricing system, an activity-based costing methodology, other indirect costs and a methodology to allocate the provision for credit losses. In the second quarter of 2018, the Company began measuring the performance of its business segments by reporting revenues and expenses from products and services sold entirely within the business segment that manages the customer relationship. The Company previously applied a “market view” perspective in measuring the business segments, which reported revenues and expenses from products and services sold in both the business segment that provided the product and the business segment that managed the customer relationship. Prior period results have been revised to conform to the current period presentation.

The funds transfer pricing system assigns a cost of funds or a credit for funds to assets or liabilities based on their type, maturity or repricing characteristics between Corporate Treasury and the operating segments. A segment receives a credit from Corporate Treasury for its funding sources. Conversely, a segment is assigned a charge by Corporate Treasury to fund its assets. Certain indirect costs, such as operations and technology expense, are allocated to the segments based on an activity-based costing methodology. Other indirect costs, such as corporate overhead, are allocated to the segments based on internal surveys and metrics that serve as proxies for estimated usage. During the normal course of business, the Company occasionally changes or updates its management accounting methodologies or organizational structure. Certain non-bank subsidiaries, including MUSA, are reported based on their GAAP results.

Regional Bank

The Regional Bank provides banking products and services to individuals, businesses, and trust customers through five lines of business.

Consumer Banking serves consumers and small businesses through 346 full-service branches, digital channels, call centers, ATMs and alliances with other financial institutions. Products and services include checking and deposit accounts; residential mortgage loans; consumer loans; home equity lines of credit; credit cards; bill and loan payment services; and merchant services.

Commercial Banking provides commercial and asset-based loans to clients across a wide range of industries with annual revenues up to $1 billion. Through partnerships with other areas of the Bank, Commercial Banking clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange, interest rate risk and commodity risk management products and services.

Real Estate Industries serves professional real estate investors and developers with products such as construction loans, commercial mortgages, bridge financing and unsecured financing. Property types supported include apartment, office, retail, industrial and single-family residential on the West Coast and in select metropolitan areas across the country. Real Estate Industries also makes tax credit investments in affordable housing projects through its Community Development Finance unit. Through partnerships with other areas of the bank, Real Estate Industries clients also have access to non-credit products and services including global treasury management, capital markets solutions, foreign exchange, interest rate risk and commodity risk management products and services.

Wealth Markets serves corporate, institutional, non-profit and individual clients. Capabilities include Wealth Planning / Trust & Estate Services; Investment Management through HighMark Capital Management, Inc., an SEC-registered investment advisory firm wholly-owned by the bank; Brokerage through UnionBanc

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Note 13—Business Segments (Continued)

Investment Services, LLC, an SEC-registered broker-dealer/investment advisory firm wholly-owned by the bank; and Private Wealth Management.

PurePoint Financial serves consumers through a national deposit platform offering savings accounts and CD products to customers through an online platform with services provided through a call center and a network of financial centers in New York, Florida, Illinois and Texas.

U.S. Wholesale & Investment Banking

Transaction Banking

MUFG Securities Americas

Other

"Other" includes the MUFG Fund Services segment, Markets segment, Asian Corporate Banking segment and Corporate Treasury. MUFG Fund Services provides comprehensive investment fund administrative solutions. Markets provides risk management solutions, including foreign exchange, interest rate and energy risk management solutions. The Asian Corporate Banking segment offers a range of credit, deposit, and investment management products and services to companies located primarily in the U.S. that are affiliated with companies headquartered in Japan and other Asian countries. Corporate Treasury is responsible for ALM, wholesale funding and the ALM investment and derivatives hedging portfolios. These treasury management activities are carried out to manage the net interest rate and liquidity risks of the Company's balance sheet and to manage those risks within the guidelines established by ALCO. For additional discussion regarding these risk management activities, see Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.

Additionally, "Other" is comprised of certain corporate activities of the Company; the net impact of funds transfer pricing charges and credits allocated to the reportable segments; the residual costs of support groups; fees from affiliates and noninterest expenses associated with MUFG Bank, Ltd. U.S. branch banking operations; the unallocated allowance; goodwill, intangible assets, and the related amortization/accretion associated with the Company's privatization transaction; the elimination of the fully taxable-equivalent basis amount; the difference between the marginal tax rate and the consolidated effective tax rate; and FDIC covered assets.

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Note 13—Business Segments (Continued)



As of and for the Three Months Ended June 30, 2018:
(Dollars in millions)	Regional Bank			U.S. Wholesale & Investment Banking			Transaction Banking		MUSA		Other			MUFG Americas Holdings Corporation
Results of operations
Net interest income	$	540		$	101		$	67	$	51	$	66		$	825
Noninterest income	116			98			15		77		290			596
Total revenue	656			199			82		128		356			1,421
Noninterest expense	532			103			65		116		267			1,083
(Reversal of) provision for credit losses	(5		)	(5		)	—		—		(9		)	(19		)
Income (loss) before income taxes and including noncontrolling interests	129			101			17		12		98			357
Income tax expense (benefit) ⁽¹⁾	26			(4		)	4		3		(1		)	28
Net income (loss) including noncontrolling interests	103			105			13		9		99			329
Deduct: net (income) loss from noncontrolling interests	—			—			—		—		15			15
Net income (loss) attributable to MUAH	$	103		$	105		$	13	$	9	$	114		$	344

Total assets, end of period	$	70,186		$	19,740		$	991	$	32,904	$	36,552		$	160,373


(1)	Income tax expense (benefit) includes certain management accounting classification adjustments.



As of and for the Three Months Ended June 30, 2017:
(Dollars in millions)	Regional Bank		U.S. Wholesale & Investment Banking			Transaction Banking		MUSA		Other			MUFG Americas Holdings Corporation
Results of operations
Net interest income	$	510	$	112		$	60	$	57	$	55		$	794
Noninterest income	110		95			15		88		181			489
Total revenue	620		207			75		145		236			1,283
Noninterest expense	497		96			56		112		196			957
(Reversal of) provision for credit losses	18		(33		)	—		—		(7		)	(22		)
Income (loss) before income taxes and including noncontrolling interests	105		144			19		33		47			348
Income tax expense (benefit) ⁽¹⁾	29		35			8		13		(22		)	63
Net income (loss) including noncontrolling interests	76		109			11		20		69			285
Deduct: net (income) loss from noncontrolling interests	—		—			—		—		10			10
Net income (loss) attributable to MUAH	$	76	$	109		$	11	$	20	$	79		$	295

Total assets, end of period	$	64,403	$	22,054		$	1,082	$	30,439	$	32,578		$	150,556


(1)	Income tax expense (benefit) includes certain management accounting classification adjustments.

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Note 13—Business Segments (Continued)




As of and for the Six Months Ended June 30, 2018:
(Dollars in millions)	Regional Bank		U.S. Wholesale & Investment Banking			Transaction Banking			MUSA		Other			MUFG Americas Holdings Corporation
Results of operations
Net interest income	$	1,067	$	203		$	131		$	105	$	144		$	1,650
Noninterest income	227		180			29			165		377			978
Total revenue	1,294		383			160			270		521			2,628
Noninterest expense	1,034		204			121			232		576			2,167
(Reversal of) provision for loan losses	7		(24		)	(1		)	—		(3		)	(21		)
Income (loss) before income taxes and including noncontrolling interests	253		203			40			38		(52		)	482
Income tax expense (benefit) ⁽¹⁾	51		136			11			9		(221		)	(14		)
Net income (loss) including noncontrolling interests	202		67			29			29		169			496
Deduct: net (income) loss from noncontrolling interests	—		—			—			—		14			14
Net income (loss) attributable to MUAH	$	202	$	67		$	29		$	29	$	183		$	510

Total assets, end of period	$	70,186	$	19,740		$	991		$	32,904	$	36,552		$	160,373


(1)	Income tax expense (benefit) includes certain management accounting classification adjustments.




As of and for the Six Months Ended June 30, 2017:
(Dollars in millions)	Regional Bank		U.S. Wholesale & Investment Banking			Transaction Banking		MUSA		Other			MUFG Americas Holdings Corporation
Results of operations
Net interest income	$	1,011	$	226		$	115	$	116	$	121		$	1,589
Noninterest income	218		205			29		172		353			977
Total revenue	1,229		431			144		288		474			2,566
Noninterest expense	996		200			115		217		435			1,963
(Reversal of) provision for loan losses	20		(42		)	—		—		(30		)	(52		)
Income (loss) before income taxes and including noncontrolling interests	213		273			29		71		69			655
Income tax expense (benefit) ⁽¹⁾	56		70			12		27		(19		)	146
Net income (loss) including noncontrolling interests	157		203			17		44		88			509
Deduct: net (income) loss from noncontrolling interests	—		—			—		—		15			15
Net income (loss) attributable to MUAH	$	157	$	203		$	17	$	44	$	103		$	524

Total assets, end of period	$	64,403	$	22,054		$	1,082	$	30,439	$	32,578		$	150,556


(1)	Income tax expense (benefit) includes certain management accounting classification adjustments.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various pending and threatened legal actions that arise in the normal course of business. We maintain liabilities for losses from legal actions that are recorded when they are determined to be both probable in their occurrence and can be reasonably estimated. We believe the disposition of all claims currently pending, including potential losses from claims that may exceed the liabilities recorded, and claims for loss contingencies that are considered reasonably possible to occur, will not have a material effect, either individually or in the aggregate, on our consolidated financial position, results of operations, or liquidity.

Item 1A. Risk Factors

For a discussion of risk factors relating to our business, please refer to Part I, Item 1A. of our 2017 Form 10-K, which is incorporated by reference herein, in addition to the following information.

Industry Factors

The effects of changes or increases in, or supervisory enforcement of, banking, securities, competition, or other laws and regulations or governmental fiscal, monetary, or tax policies could adversely affect us or make strategic planning more difficult

We are subject to significant federal banking and federal and state securities regulation and supervision, which is primarily for the benefit and protection of our depositors and other customers and the Federal Deposit Insurance Fund and the banking system as a whole and not for the benefit of investors in our securities. In the past, our business has been materially affected by these regulations. This can be expected to continue in the future. Laws, regulations or policies, including accounting standards and interpretations, currently affecting us and our subsidiaries may change at any time. Regulatory authorities may also change their interpretation of and intensify their examination of compliance with these statutes and regulations. Therefore, our business may be adversely affected by changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement, as well as by supervisory action or criminal proceedings taken as a result of perceived noncompliance, which could result in the imposition of significant penalties or fines. Changes in laws and regulations may also increase our expenses by imposing additional supervision, fees, taxes or restrictions on our operations. Compliance with laws and regulations, especially new laws and regulations, increases our operating expenses and may require additional management time and attention.

In July 2010, President Obama signed into law the Dodd-Frank Act. The Dodd-Frank Act was adopted in response to the financial crisis that ensued in 2008. The Act, among other things, created a new CFPB with broad powers to regulate consumer financial products such as credit cards and mortgages, created a Financial Stability Oversight Council comprised of the heads of other regulatory agencies, has led to new capital requirements from U.S. federal banking agencies, placed new limits on electronic debit card interchange fees, and required the SEC and national stock exchanges to adopt significant new corporate governance and executive compensation reforms.

This important legislation has affected U.S. financial institutions, including MUAH and MUB, in many ways, some of which have increased, or may increase in the future, the cost of doing business and present other challenges to the financial services industry. For additional information regarding the impact on our business of the Dodd-Frank Act and related regulations, see "Supervision and Regulation – Principal Federal Banking Laws - Dodd-Frank Act and Related Regulations" in Part I, Item 1. of our 2017 Form 10-K.

Following the 2008 financial crisis, the Federal Reserve and the other U.S. federal banking agencies adopted final rules making significant changes to the U.S. regulatory capital framework for U.S. banking organizations. For additional information, see "Supervision and Regulation – Regulatory Capital and Liquidity Standards" in Part I, Item I. of our 2017 Form 10-K and "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Capital" in Part II, Item 7. of our 2017 Form 10-K.

On May 24, 2018, President Trump signed into law the Economic Growth, Regulatory Relief and Consumer Protection Act (the “EGRRCPA”) which amended various provisions of the Dodd-Frank Act as well as other federal banking statutes. Among other actions, the EGRRCPA raised the threshold for designation as a systemically important financial institution from $50 billion to $250 billion in assets. The new law, upon

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enactment, removes BHCs with less than $100 billion in assets from the application of enhanced prudential standards, and, 18 months after enactment, eliminates the applicability of enhanced prudential standards to BHCs with between $100 billion and $250 billion in assets unless the Federal Reserve by order or rule determines to apply enhanced prudential standards to any such institution. The Federal Reserve is authorized to establish by order or rule tailored enhanced prudential standards, including periodic stress tests and liquidity requirements, for BHCs with between $100 billion and $250 billion in assets and is required to tailor the application of enhanced prudential standards to BHCs of any size based on certain factors, including capital structure, riskiness, complexity, financial activities, size and other risk-related factors that the Federal Reserve deems appropriate. With respect to foreign banking organizations (“FBOs”), a provision of the EGRRCPA specifically states that the new law does not affect the continued applicability of enhanced prudential standards to FBOs with global assets equal to or greater than $100 billion. In addition, the new law does not limit the authority of the Federal Reserve to impose enhanced prudential standards requirements with respect to, or tailor the regulation of, an FBO with total assets equal to or greater than $100 billion, including the requirement for an IHC. Because MUFG, as an FBO, has total assets in excess of $100 billion, the Company expects that it will remain subject to the Federal Reserve’s enhanced prudential standards rules, even though various domestic BHCs with a size comparable to MUAH will be relieved from compliance with such rules.

The need to maintain more and higher quality capital under the banking agencies capital rules, as well as greater liquidity, could limit the Company’s lending and other business activities and its ability to expand, either organically or through acquisitions. It could also result in the Company taking steps to increase its capital or being limited in its ability to pay dividends or otherwise return capital to its shareholder, or selling or refraining from acquiring assets. In addition, the regulatory liquidity standards could limit the Company’s ability to invest in longer-term or less liquid assets even if more desirable from a balance sheet management perspective.

The capital rules of the U.S. federal banking agencies as well as the various other regulations referred to above, along with other regulations which may be adopted in the future, may also generally increase our cost of doing business or lead us to stop, reduce or modify our products and services.

Proposals to reform the housing finance market in the U.S. could also significantly affect our business. These proposals, among other things, include reducing or eliminating over time the role of the GSEs (Fannie Mae and Freddie Mac) in guaranteeing mortgages and providing funding for mortgage loans, as well as the implementation of reforms relating to borrowers, lenders, and investors in the mortgage market, including reducing the maximum size of a loan that the GSEs can guarantee, phasing in a minimum down payment requirement for borrowers, improving underwriting standards, and increasing accountability and transparency in the securitization process. While the specific nature of these reforms and their impact on the financial services industry in general, and on MUB in particular, is uncertain at this time, such reforms, if enacted, are likely to have a substantial impact on the mortgage market and could potentially reduce our income from mortgage originations by increasing mortgage costs or lowering originations. The GSE reforms could also reduce real estate prices, which could reduce the value of collateral securing outstanding mortgage loans. This reduction of collateral value could negatively impact the value or perceived collectability of these mortgage loans and may increase our allowance for loan losses. Such reforms may also include changes to the Federal Home Loan Bank System, which could adversely affect a significant source of funding for lending activities by the banking industry, including the Bank. These reforms may also result in higher interest rates on residential mortgage loans, thereby reducing demand, which could have an adverse impact on the Bank’s residential mortgage lending business. In addition, any impact of such changes upon the credit quality of GSE’s and, therefore, upon agency MBS securities held by MUAH could result in material reductions in valuations, as well as adverse impacts upon MUSA’s agency MBS trading business.

Several cities in the United States (including New York, Los Angeles, San Diego, San Francisco, San Jose and Seattle) have adopted responsible banking ordinances and other cities are considering the adoption of similar ordinances. These ordinances generally require banks that hold city government deposits to provide detailed accounts of their lending practices in low-income communities, as well as their participation in foreclosure prevention and home loan principal reduction programs. Performance under these ordinances is used as a basis for awarding the city’s financial services contracts. The adoption of these ordinances by municipalities for which the Bank is a provider of cash management or other banking services could result in increased regulatory and compliance costs and other operational costs and expenses, making this business less desirable to the Bank and potentially resulting in reduced opportunities for the Bank to provide these services. In August of 2015, the United States District Court for the Southern District of New York issued an order which invalidated the New York City ordinance on the ground that it was pre-empted by federal and state banking laws. The case has now

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been dismissed. Whether and to what extent other responsible banking ordinances will be challenged and invalidated cannot be predicted at this time.

As a result of supervisory actions against Wells Fargo Bank, N.A., highlighting customer abuses in the banks’ retail branch network which may have arisen at least in part from incentive compensation arrangements related to cross-selling of products and services, the federal bank regulators conducted a horizontal examination of large and mid-sized banks in the U.S. in which they issued requests for information on sales practices and incentive compensation programs at such banks. The increased regulatory focus on these subjects could lead to additional regulations and compliance costs which could impact the retail banking industry in the U.S.

International laws, regulations and policies affecting us, our subsidiaries and the business we conduct may change at any time and affect our business opportunities and competitiveness in these jurisdictions. Due to our ownership by MUFG and MUFG Bank, Ltd., laws, regulations, policies, fines and other supervisory actions adopted or enforced by the Government of Japan, the Federal Reserve and other regulators may adversely affect our activities and investments and those of our subsidiaries in the future.

We maintain systems and procedures designed to comply with applicable laws and regulations. However, some legal/regulatory frameworks provide for the imposition of criminal or civil penalties (which can be substantial) for noncompliance. In some cases, liability may attach even if the noncompliance was inadvertent or unintentional and even if reasonably designed compliance systems and procedures were in place at the time. There may be other negative consequences from a finding of noncompliance, including restrictions on certain activities and damage to our reputation. Legal or regulatory compliance failure may also adversely affect our ability to obtain regulatory approvals for future strategic initiatives. Furthermore, failure to take necessary corrective action, or the discovery of violations of laws in the process of implementing any corrective measures, could result in further regulatory action.

Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies. We are particularly affected by the policies of the Federal Reserve, which regulates the supply of money and credit in the U.S. Under the Dodd-Frank Act and a long-standing policy of the Federal Reserve, a BHC is expected to act as a source of financial and managerial strength for its subsidiary banks. As a result of that policy, we may be required to commit financial and other resources to our subsidiary bank in circumstances where we might not otherwise do so. Among the instruments of monetary policy available to the Federal Reserve are (a) conducting open market operations in U.S. Government securities, (b) changing the discount rates on borrowings by depository institutions and the federal funds rate, and (c) imposing or changing reserve requirements against certain deposits accepted by banks and borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. In the fall of 2017, the Federal Reserve began the process of reducing its $4.5 trillion balance sheet by ceasing the reinvestment of principal on the maturing U.S. bonds that it holds. The impact of the Federal Reserve’s unwinding of quantitative easing on the U.S. economy and financial markets cannot be predicted with certainty at this time; however, this change in the Federal Reserve’s monetary policy could result in increased interest rates, changes in customer deposit behavior, and volatility in the financial markets. The policies of the Federal Reserve can be expected to have a material effect on our business, prospects, results of operations and financial condition.

Refer to "Supervision and Regulation" in Part I, Item 1. in our 2017 Form 10-K for discussion of certain additional existing and proposed laws and regulations that may affect our business.

The increasing regulation of the financial services industry has required and can be expected to continue to require significant investments in technology, personnel or other resources. Our competitors may be subject to different or reduced degrees of regulation due to their asset size or types of products offered and may also be able to more efficiently utilize resources to comply with regulations and to more efficiently absorb increased regulatory compliance costs into their existing cost structure.

The sweeping reform of the federal taxation system in the U.S., including a reduction in corporate and personal tax rates, as contained in the federal tax legislation which was enacted in December 2017, made many changes in the tax laws relevant to our business. While such reform could have positive long-term effects on corporate profitability which could benefit the Company and its customers, there could be other potential adverse consequences such as a decrease in the value of tax credits on certain investments we may make. There could also be possible adverse consequences for the economy and the business climate, such as a large increase in the federal deficits and increasing interest rates generally, including for the federal government’s borrowing costs.

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The potential long-run impact of these possible developments remains uncertain. For additional information regarding the possible effects of the changes in the U.S. federal tax laws on our business, see “The changes in the U.S. tax laws effective January 1, 2018, will impact our business and results of operations in a variety of ways, some of which are expected to be positive and some of which may be negative” in Part I, Item 1A. "Risk Factors" in our 2017 Form 10-K.

Company Factors

The California Consumer Privacy Act of 2018 could result in increased operating expenses as well as additional exposure to the risk of litigation by or on behalf of customers

In June of 2018, the Governor of California signed into law The California Consumer Privacy Act of 2018 (the “CCPA”). The new law, which becomes effective on January 1, 2020, provides consumers with expansive rights and control over their personal information which is obtained by or shared with “covered businesses” (which includes most banking institutions). The CCPA will give consumers the right to request disclosure of information collected about them, and whether that information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of the sale of the consumer’s personal information, and the right not to be discriminated against because of choices regarding the consumer’s personal information.

The CCPA provides for certain monetary penalties and for enforcement of the statute by the California Attorney General or by consumers whose rights under the law are not observed. It also provides for damages, as well as injunctive or declaratory relief, if there has been unauthorized access, theft or disclosure of personal information due to failure to implement reasonable security procedures. The CCPA contains several exemptions, including a provision to the effect that the CCPA does not apply where the information is collected, processed, sold or disclosed pursuant to the GLBA if the GLBA is in conflict with the CCPA. The impact of the CCPA on the business of MUB is yet to be determined, but it could result in increased operating expenses, as well as, additional exposure to the risk of litigation by or on behalf of consumers. For additional information, see “Supervision and Regulation – Other Federal Laws and Regulations Affecting Banks – Privacy” in Part I, Item 1. of our 2017 Form 10-K.

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Item 6. Exhibits

EXHIBIT INDEX



Exhibit No.		Description
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ⁽¹⁾
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽²⁾
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ⁽²⁾
101		Pursuant to Rule 405 of Regulation S-T, the following financial information from the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, is formatted in XBRL interactive data files: (i) Consolidated Statements of Income; (ii) Consolidated Statements of Comprehensive Income; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Changes in Stockholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Financial Statements⁽¹⁾


(1)	Filed herewith.

(2)

Furnished herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	MUFG AMERICAS HOLDINGS CORPORATION (Registrant)
Date: August 8, 2018	By:	/s/ STEPHEN E. CUMMINGS
		Stephen E. Cummings President and Chief Executive Officer (Principal Executive Officer)
Date: August 8, 2018	By:	/s/ JOHANNES WORSOE
		Johannes Worsoe Chief Financial Officer (Principal Financial Officer)
Date: August 8, 2018	By:	/s/ ROLLAND D. JURGENS
		Rolland D. Jurgens Controller and Chief Accounting Officer (Principal Accounting Officer)