Treasury Shares Non-Controlling Interest When we purchase our common shares as part of our trading business, we record the cost of those shares as a reduction in shareholders’ equity. If those shares are resold at a price higher than their cost, the premium is recorded as an increase in contributed surplus. If those shares are resold at a price below their cost, the discount is recorded as a reduction first to contributed surplus and then to retained earnings for any amounts in excess of total contributed surplus related to treasury shares. Included in non-controlling interest in subsidiaries as at October 31, 2014 were capital trust securities including accrued interest totalling $1,063 million ($1,068 million in 2013) related to non-controlling interest in subsidiaries and formed part of our Tier 1 regulatory capital, as further described in Note 18. During 2013, we redeemed the US$250 million, 7.375% preferred shares issued by Harris Preferred Capital Corporation, a U.S. subsidiary. Non-controlling interest in other subsidiaries was $22 million at October 31, 2014 resulting from our F&C acquisition. Note 21: Offsetting of Financial Assets and Financial Liabilities sold under repurchase agreements and derivative instruments. Amounts not offset in the Consolidated Balance Sheet relate to transactions where a master netting arrangement or similar agreement is in place with a right of set off only in the event of default, insolvency or bankruptcy, or where the offset criteria are otherwise not met. The following table presents the amounts that have been offset in our Consolidated Balance Sheet, as well as those amounts that are subject to enforceable master netting arrangements or similar agreements but do not qualify for netting. Amounts offset in the Consolidated Balance Sheet include securities purchased under resale agreements, securities (Canadian $ in millions) 2014 Amounts not offset in the balance sheet Financial Assets Securities borrowed or purchased under resale agreements Derivative instruments Financial Liabilities Derivative instruments Securities lent or sold under repurchase agreements Gross amounts Amounts offset in the balance sheet Net amounts presented in the balance sheet Impact of master netting agreements Financial instruments received/ pledged as collateral 57,119 38,338 3,564 5,683 53,555 32,655 10,004 24,398 41,042 1,676 – 825 2,509 5,756 95,457 9,247 86,210 34,402 42,718 825 8,265 39,340 43,259 5,683 3,564 33,657 39,695 24,398 10,004 3,048 28,868 323 – 5,888 823 82,599 9,247 73,352 34,402 31,916 323 6,711 Cash collateral Net amount (Canadian $ in millions) 2013 Amounts not offset in the balance sheet Financial Assets Securities borrowed or purchased under resale agreements Derivative instruments Financial Liabilities Derivative instruments Securities lent or sold under repurchase agreements Gross amounts Amounts offset in the balance sheet Net amounts presented in the balance sheet Impact of master netting agreements Financial instruments received/ pledged as collateral 41,587 33,745 1,788 3,486 39,799 30,259 12,170 24,459 22,941 1,208 – 823 4,688 3,769 75,332 5,274 70,058 36,629 24,149 823 8,457 35,460 30,672 3,486 1,788 31,974 28,884 24,459 12,170 2,007 15,820 1,301 – 4,207 894 66,132 5,274 60,858 36,629 17,827 1,301 5,101 Cash collateral Net amount Note 22: Capital Management Adjusted common shareholders’ equity, known as Common Equity Tier 1 capital under Basel III, is the most permanent form of capital. It is comprised of common shareholders’ equity less deductions for goodwill, intangible assets and certain other items under Basel III. Tier 1 capital is primarily comprised of regulatory common equity, preferred shares and innovative hybrid instruments net of Tier 1 capital deductions. Total capital includes Tier 1 and Tier 2 capital, net of certain deductions. Tier 2 capital is primarily comprised of subordinated debentures and the eligible portion of the collective allowance for credit losses, net of certain Tier 2 capital deductions. Details of the components of our capital position are presented in Notes 13, 16, 17, 18 and 20. BMO Financial Group 197th Annual Report 2014 163 Notes Our objective is to maintain a strong capital position in a cost-effective structure that: considers our target regulatory capital ratios and internal assessment of required economic capital; is consistent with our targeted credit ratings; underpins our operating groups’ business strategies; and builds depositor confidence and long-term shareholder value. Our approach includes establishing limits, targets and performance measures for the management of balance sheet positions, risk levels and minimum capital amounts, as well as issuing and redeeming capital instruments to obtain a cost-effective capital structure. Regulatory capital requirements and risk-weighted assets for the consolidated entity are determined on a Basel III basis. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Regulatory Capital and Risk-Weighted Assets Our Common Equity Tier 1 Capital Ratio, Tier 1 Capital Ratio, Total Capital Ratio and Assets-to-Capital Multiple are the primary regulatory capital measures. ‰ The Common Equity Tier 1 Capital Ratio is defined as common shareholders’ equity, net of capital adjustments, divided by Common Equity Tier 1 capital risk-weighted assets. ‰ The Tier 1 Capital Ratio is defined as Tier 1 capital divided by Tier 1 capital risk-weighted assets. ‰ The Total Capital Ratio is defined as Total capital divided by Total capital risk-weighted assets. ‰ The Assets-to-Capital Multiple is calculated by dividing total assets and specified off-balance sheet items, net of other specified deductions, by Total capital calculated on a Basel III transitional basis. Basel III 2014 Basel III 2013 22,421 26,602 31,927 21,227 24,599 29,500 222,092 222,428 222,931 10.1% 12.0% 14.3% 16.1 215,094 215,094 215,094 9.9% 11.4% 13.7% 15.6 (Canadian $ in millions, except as noted) Common Equity Tier 1 Capital Tier 1 Capital Total Capital Common Equity Tier 1 Capital Risk-Weighted Assets Tier 1 Capital Risk-Weighted Assets Total Capital Risk-Weighted Assets Common Equity Tier 1 Capital Ratio Tier 1 Capital Ratio Total Capital Ratio Assets-to-Capital Multiple All 2014 and 2013 balances above are on a Basel III “all-in” basis. We have met OSFI’s stated minimum capital ratio requirements as at October 31, 2014. Note 23: Employee Compensation – Stock-Based Compensation Stock Option Plan We determine the fair value of stock options on their grant date and record this amount as compensation expense over the period that the stock options vest, with a corresponding increase to contributed surplus. When these stock options are exercised, we issue shares and record the amount of proceeds, together with the amount recorded in contributed surplus, in share capital. Amounts related to stock options granted to employees eligible to retire are expensed at the date of grant. We maintain a Stock Option Plan for designated officers and employees. Options are granted at an exercise price equal to the closing price of our common shares on the day before the grant date. Stock options granted on or after December 2013 vest in equal tranches of 50% on the third and fourth anniversaries of their grant date. Options granted prior to December 2013 vest in tranches over a four-year period starting from their grant date. Each tranche (i.e. the portion that vests each year) is treated as a separate award with a different vesting period. A portion of the options can only be exercised once certain performance targets are met. All options expire 10 years from their grant date. The following table summarizes information about our Stock Option Plan: (Canadian $, except as noted) 2014 2013 2012 Number of stock options Weightedaverage exercise price Number of stock options Weightedaverage exercise price Number of stock options Weightedaverage exercise price Outstanding at beginning of year Granted Exercised Forfeited/cancelled Expired 14,968,711 1,618,223 2,133,107 88,965 1,027,097 78.17 68.60 53.66 79.77 139.34 15,801,966 2,003,446 2,069,588 5,558 761,555 79.96 60.11 47.95 56.35 150.78 16,989,499 2,526,345 1,766,318 54,565 1,892,995 84.28 56.00 40.17 40.77 126.62 Outstanding at end of year Exercisable at end of year Available for grant Outstanding stock options as a percentage of outstanding shares 13,337,765 6,607,237 4,222,722 76.21 90.85 14,968,711 7,283,321 5,201,062 78.17 98.79 15,801,966 7,900,710 6,879,964 79.96 103.87 2.32% 2.06% 2.43% the option. The aggregate intrinsic value of stock options outstanding at October 31, 2014, 2013 and 2012 was $279 million, $215 million and $79 million, respectively. The aggregate intrinsic value of stock options exercisable at October 31, 2014, 2013 and 2012 was $145 million, $107 million and $47 million, respectively. Employee compensation expense related to this plan for the years ended October 31, 2014, 2013 and 2012 was $11 million, $14 million and $17 million before tax, respectively ($11 million, $13 million and $16 million after tax, respectively). The intrinsic value of a stock option grant is the difference between the current market price of our common shares and the strike price of Options outstanding and exercisable at October 31, 2014 and 2013 by range of exercise price were as follows: (Canadian $, except as noted) Notes Range of exercise prices 2013 2014 Options outstanding Number of stock options Weightedaverage Weightedaverage remaining exercise contractual price life (years) $30.01 to $40.00 718,299 $40.01 to $50.00 208,437 $50.01 to $60.00 5,087,750 $60.01 to $70.00 5,956,232 $70.01 and over (1) 1,367,047 (1) Issued as part of the acquisition of M&I. 164 BMO Financial Group 197th Annual Report 2014 4.1 4.6 5.7 6.0 2.6 34.13 42.36 56.05 63.89 232.14 Options outstanding Options exercisable Number of stock options 718,299 208,437 3,000,262 1,313,192 1,367,047 Weightedaverage remaining contractual life (years) 4.1 4.6 6.0 4.1 2.6 Weightedaverage exercise price 34.13 42.36 55.73 62.71 232.14 Number of stock options 1,044,175 262,959 6,934,041 4,886,738 1,840,798 Weightedaverage remaining contractual life (years) 5.1 5.6 6.0 5.6 3.1 Options exercisable Weightedaverage exercise price Number of stock options 34.12 42.44 55.78 62.28 234.78 1,044,175 262,959 2,845,945 1,289,444 1,840,798 Weightedaverage Weightedaverage remaining exercise contractual price life (years) 5.1 5.6 6.1 3.2 3.1 34.12 42.44 55.57 63.94 234.78