USAA FEDERAL SAVINGS BANK
FDIC Resolution Plan
PUBLIC SECTION
USAA FSB IDI Resolution Plan
USAA Mission Statement
The mission of the association is to facilitate the financial security of its members, associates, and
their families through provision of a full range of highly competitive financial products and services;
in so doing, USAA seeks to be the provider of choice for the military community.
USAA Core Values
USAA’s core values of Service, Loyalty, Honesty, and Integrity are the foundation upon which the
association’s heritage is based, and upon which its future depends. Each and every USAA employee
is expected to embody these core values.
USAA Signature
We Know What It Means To Serve has long been USAA’s signature. Every day, USAA’s employees
come to work for one reason, to serve members. Our signature is a reminder that we know what it
means to serve like no one else.
Balanced Approach to Managing USAA
In executing its mission, USAA must continually achieve the optimal balance between members’
needs for high-quality, competitive products and services, the well-being of employees, and the
ongoing financial strength of USAA. Operational excellence forms the foundation for this balance.
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USAA FSB IDI Resolution Plan
Table of Contents
USAA Mission Statement 2
USAA Core Values 2
USAA Signature 2
Balanced Approach to Managing USAA 2
I. Executive Summary of Resolution Plan 4
A.
Description of Material Entities 5
B.
Description of Core Business Lines 7
C.
Consolidated Financial Information Regarding Assets, Liabilities, and Capital and Major
Funding Sources 8
D.
Description of Derivative Activities and Hedging Activities 12
E.
Memberships in Material Payment, Clearing and Settlement Systems 14
F.
Description of Foreign Operations 15
G.
Material Supervisory Authorities 16
H.
Principal Officers 17
I.
Resolution Planning Corporate Governance Structure and Processes Related to Resolution
Planning 18
J.
Description of Material Management Information Systems (MIS) 19
K.
High-Level Description of Resolution Strategy 20
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I.
Executive Summary of Resolution Plan
On January 23, 2012, the Federal Deposit Insurance Corporation (FDIC) adopted a final rule
requiring insured depository institutions (IDIs) with at least $50 billion in total assets -- Covered
Insured Depository Institutions (CIDIs) -- to submit to the FDIC periodic plans for the
hypothetical resolution of such institutions in the event of their failure (Resolution Plans or
Plans). In accordance with the FDIC’s final rule, USAA Federal Savings Bank (FSB or Bank), a
Federal savings association with more than $50 billion in assets, is submitting this Resolution
Plan to the FDIC before July 1, 2018. This Resolution Plan describes how FSB could be resolved
in a manner that ensures depositors receive timely access to their insured deposits, maximizes
the net present value return from the sale or disposition of FSB’s assets, minimizes the amount
of any potential losses to the Deposit Insurance Fund (DIF) and FSB’s creditors, and proposes
resolution strategies intended to provide the FDIC with multiple options to resolve FSB in the
most cost-effective, timely, and least complex manner.
The principal mission of United Services Automobile Association (USAA), FSB’s ultimate parent,
is to provide directly and through FSB and its other affiliates for the financial security of its
members, who include those currently serving in the United States military, or who have
honorably served in the past, and their eligible family members. FSB is a wholly-owned
subsidiary of USAA Capital Corporation (CapCo), which in turn is a wholly-owned subsidiary of
USAA.
FSB is a full-service retail bank that offers credit cards (through its subsidiary, USAA Savings
Bank (USB)), consumer loans, home equity loans, residential mortgages, trust services, USAA
BillPay, and a full range of deposit products, including sweep accounts in conjunction with USAA
Investment Management Company (IMCO).
Headquartered in San Antonio, Texas, FSB operates primarily via electronic commerce through
www.usaa.com, mobile banking, and direct mail. Members with Internet access are provided
account information, funds transfer, product information, account applications, electronic
statements for checking, savings and credit cards, pre-approvals for credit cards, consumer
loans, residential mortgages, home equity loan products, and BillPay. FSB also utilizes mobile
deposit capture to provide additional services to customers.
Operating as a Federal savings association with $80.5 billion in assets and over 17.8 million
client accounts, FSB's primary source of funds is its retail deposit base. Rather than a reliance
on purchased funds, FSB serves as a net funds provider to the banking system (i.e., it is a seller
of Fed Funds).
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A. Description of Material Entities
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Material Entities (MEs) were determined based on their functions with respect to FSB and their
significance to the activities of the Core Business Lines (CBLs) of FSB. Below is a description of
each ME and their importance to how FSB functions.
United Services Automobile Association (USAA)
Founded in 1922, USAA is a Texas-based reciprocal insurance company, headquartered in San
Antonio, Texas, that directly offers property and casualty (P&C) insurance, life and health
insurance products to members who are, or are family members of, current or retired members
of the U.S. armed services. Through its subsidiaries, USAA offers other financial products and
related services to its members such as annuities, mutual funds, discount brokerage services,
credit cards, deposit and savings accounts, consumer and home equity loans, mortgage and
relocation services, financial planning and advice, catalogue merchandise and member discounts.
As of December 31, 2017, USAA serves more than 12.4 million members. As an insurance
company, USAA is subject to the supervision and regulation of the Texas Department of
Insurance.
USAA Capital Corporation (CapCo)
A Delaware corporation organized in 1985, CapCo is a direct wholly-owned subsidiary of USAA.
Through its other direct and indirect wholly-owned non-insurance subsidiaries, CapCo engages
in various business activities including investment management and financial planning services
that are intended to complement USAA’s insurance offerings. In addition to its holding company
operations, CapCo serves as a general purpose finance subsidiary for USAA.
USAA Federal Savings Bank (FSB)
FSB is an FDIC-insured Federal savings bank depository institution subject to primary regulation
and supervision examination by the Office of the Comptroller of the Currency (OCC). FSB provides
banking products and services including credit cards (through its operating subsidiary, USAA
Savings Bank), consumer loans, home equity loans, mortgages, real estate brokerage services,
trust services, checking, savings and time deposits. FSB is also subject to regulation by the
Consumer Financial Protection Bureau and is a member of the Federal Home Loan Bank System.
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Material Entities as of December 31, 2014.
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USAA Savings Bank (USB)
USB is an FDIC-insured Nevada industrial loan company that is a direct, wholly-owned subsidiary
of FSB. USB’s primary regulators are the FDIC and the State of Nevada Department of Business
and Industry’s Division of Financial Institutions. USB is engaged in credit card lending and related
activities.
USAA Investment Corporation (IMCO)
IMCO is registered with the Securities Exchange Commission (SEC) as a broker-dealer and as an
investment advisor. Also a member of the Financial Industry Regulatory Authority (FINRA), IMCO
acts as a distributor of USAA’s mutual funds and as a clearing broker-dealer.
USAA Financial Planning Services Insurance Agency (MX)
MX functions as the relationship management center for FSB, USB, and the P&C insurance,
investments, and life insurance products of USAA. By leveraging its highly integrated call centers,
digital channels, marketing, and financial centers, MX serves as the centralized shared services
provider for USAA’s entities while also providing financial planning services to USAA members.
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B. Description of Core Business Lines
FSB’s Core Business Lines (CBLs) are those businesses that under the FDIC’s rule represent the
key business activities of FSB and reflect those assets, associated operations, services and
functions that, in the view of FSB, upon failure would result in a material loss of revenue, profit,
or franchise value. FSB management has identified the following CBLs:
Credit Cards
Lines of credit made available via card products, including rewards programs and special military
benefits.
Mortgages
Lending and refinancing products available to members where the loan is secured by real estate.
Loan options include conventional fixed-rate, adjustable, and Veterans Affairs (VA).
Checking
Deposits
The offering and management of transaction accounts, including check, debit card, ATM, and
online services on behalf of members.
Savings
Deposits
The offering and management of savings accounts, including debit card, ATM, and online services
on behalf of members.
Consumer
Loans
Lending products available to members where the loan is generally secured by automobile or
other property and unsecured personal loans.
Home
Equity
Loans
Loans and lines of credit available to members where the loan is secured by residential real estate.
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C. Consolidated Financial Information Regarding Assets, Liabilities,
and Capital and Major Funding Sources
The following attachments: (i) USAA FSB Balance Sheet and (ii) USAA FSB Income Statement
summarize the assets, liabilities, and capital position for FSB as of December 31, 2017. These
attachments immediately follow page 21.
1.
Regulatory Capital
As of December 31, 2017, FSB reported tier 1 and total risk-based capital ratios of 14.1% and
15.4% respectively, and a leverage ratio of 9.2%; all above the minimum regulatory
requirements to be considered well-capitalized.
FSB Capital Levels and Requirements
Actual
Minimum for Capital
Adequacy Purposes
To be Well-
Capitalized under
Prompt Corrective
Actions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$7,131,272
9.2%
$3,092,516
4.0%
$3,865,645
5.0%
$6,856,272
13.6%
$2,276,014
4.5%
$3,287,576
6.5%
$7,131,272
14.1%
$3,034,685
6.0%
$4,046,247
8.0%
$7,766,723
15.4%
$4,046,247
8.0%
$5,057,809
10.0%
$6,687,502
8.9%
$2,994,973
4.0%
$3,743,716
5.0%
$6,412,502
12.9%
$2,237,000
4.5%
$3,231,223
6.5%
$6,687,502
13.5%
$2,982,667
6.0%
$3,976,889
8.0%
$7,312,055
14.7%
$3,976,889
8.0%
$4,971,112
10.0%
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2.
Liquidity and Major Funding Sources
Liquidity levels are maintained to ensure FSB’s safety and soundness and provide an adequate
base for growth and expansion. Liquidity risk management strategies are performed by both
Treasury and FSB’s Senior Financial Officer department to assure (1) FSB’s ability to generate
or obtain cash or cash equivalents (collateral) in a timely, cost- efficient manner so that
obligations can be met as they fall due; and (2) that profitable business opportunities can be
pursued through stressed market environments for an extended period of time without
liquidating assets prematurely.
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To stay apprised of the Bank’s liquidity position, Treasury and the Bank’s SFO department
monitor cash flows in combination with other financial and non-financial information at the
Bank. Non-financial information utilized as early warning indicators of a potential liquidity
event include member feedback and media coverage of USAA. Treasury also evaluates
systemic and/or idiosyncratic events when they occur that could lead to liquidity positions
outside Board/Committee-approved risk triggers or policy thresholds.
FSB relies on core deposits as its primary sources of funds. Funds generated from deposits
are used to support loans and investments with the remainder held as cash and cash
equivalents. Cash and cash equivalents are available to meet any immediate liquidity needs.
Additional Funding Sources Available
FSB was highly liquid at year-end 2017; additional sources of funds in a business as usual
environment include, but are not limited to the following:
• Cash & Short-term Investments: cash, money market funds and securities with
maturities less than 90 days at time of purchase.
• The Federal Home Loan Bank of Dallas (FHLB Dallas): a contractual relationship
maintained with the FHLB Dallas allows FSB to borrow against the value of certain
investment securities and mortgage loans in first lien position.
• Investment Portfolio Liquidation: sale of unencumbered investment securities.
• Asset Securitization: collateralized borrowing primarily against FSB's auto and
credit card loan portfolios. Primary investor base of asset backed securities
includes large investment and pension funds, insurance companies, and banks.
• Commercial Paper and Medium-Term Note Debt Issuance: USAA Capital
Corporation, which serves as a centralized funding source for USAA, its
subsidiaries and affiliates, maintains access to funds through established
programs and revolving committed lines of credit with money center banks.
• Federal Reserve Discount Window: FSB is approved to borrow from the Federal
Reserve Bank of Dallas (FRB Dallas) using its consumer loans and credit card
receivables purchased from USB as collateral. USB is approved to borrow against
approved securities at the Federal Reserve Bank of San Francisco (FRB San
Francisco).
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FSB also has a borrower-in-custody (BIC) arrangement with the Federal Reserve Bank of Dallas.
This capacity is limited only to the acceptable collateral (loan receivables) that FSB is able to
pledge. Currently, FSB has pledged only nominal amounts under each facility for testing purposes.
FSB also has Daylight Overdraft (DLOD) capacity at the Federal Reserve Bank of Dallas and the
Federal Reserve Bank of San Francisco. FSB follows the de minimis capital methodology for its
master account with the Federal Reserve Bank of Dallas.
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D. Description of Derivative Activities and Hedging Activities
Derivative transactions are evaluated against the risks they are expected to mitigate. The
derivative transaction itself should not increase FSB’s overall risk without a commensurate
increase in return/cost reduction. Other risks associated with derivatives (e.g., market, liquidity,
credit, legal, etc.) are evaluated to determine if the benefits outweigh these risks. Prohibited
derivative transactions include:
•
Any transaction in which speculation is the primary purpose.
•
Complex derivative transactions for which the value at risk cannot be internally
calculated.
•
Derivative transactions that are motivated primarily for accounting, as opposed to
economic, reasons.
•
Highly customized derivative transactions for which there is no liquid market, unless
approved in advance by the Bank’s Asset/Liability Committee (ALCO).
•
Writing options to hedge the pipeline.
Derivative counterparties must have a credit rating from either Moody’s, Standard & Poor’s, or a
rating agency whose rating is approved by FSB’s ALCO. For derivative transactions involving
exchange traded instruments, the exchange is the counterparty and will be assumed to have a
AAA rating. Any counterparty below AAA may be allowed if adequate credit enhancement is
provided by the counterparty. The ALCO must approve all counterparties requiring
enhancement. Should a counterparty be downgraded below an “A” rating during the life of the
derivative contract, FSB will evaluate alternative courses of action, including:
•
Obtaining collateral or other credit enhancement to mitigate increased credit risk; and
•
Terminating the transaction where appropriate.
Hedges on the mortgage pipeline and warehouse are used to protect the profitability of the rate
lock and loans in the position. All aspects of the hedge program, including approved instruments,
risk limits, counterparties, and traders are approved by FSB’s ALCO and are governed by the
Bank’s Secondary Marketing Hedge Policy approved by the Board of Directors. The Secondary
Marketing Committee, a sub-committee of ALCO, provides oversight of these activities weekly.
Hedges on the retained mortgage servicing rights asset are used to protect the FSB from losses
on the asset from a decrease in interest rates. Similarly to the Pipeline and Warehouse activity,
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approved instruments, risk limits, counterparties, and traders are approved by FSB’s ALCO and
are governed by the Bank’s Secondary Marketing Hedge Policy approved by the Board of
Directors. The Secondary Marketing Committee provides oversight of these activities weekly.
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E. Memberships in Material Payment, Clearing and Settlement
Systems
For small value electronic payments,
2
FSB uses the FedACH Services product suite. The Federal
Reserve Banks’ FedACH Services provides for the electronic exchange of debit and credit
transactions among business and consumer accounts at depository financial institutions. FedACH
Services are used for preauthorized recurring payments, such as payroll, corporate payments to
vendors, Social Security, insurance premiums, and utility payments, as well as nonrecurring
payments such as point-of-purchase, telephone-initiated, and Internet-initiated entries. FSB
shares one line for transmission for both ACH and wire activity via Fedline Direct.
FSB utilizes Fedwire Funds via the Fedline Direct service through the LAPS wire application for
processing large value payments. The FHLB and several large money-center U.S. banks are also
used to channel large corporate settlements, which are non-member related.
FSB uses Fedline Direct for the daily processes and connections that are available in the primary
and backup centers. For business continuity purposes, FSB would most likely initiate only the
most critical wires via telephone with the Federal Reserve. A major money-center U.S. bank
would be used for back-up purposes if either FSB were unable to access the LAPS wire application
or the Fed were experiencing issues specific to FSB’s Fedline Direct connection.
International Wire Transfer requests are handled through a major money-center US bank. These
payments are channelled using LAPS wire application via the Federal Reserve’s Fedline Direct
connection. The U.S. money-center bank in turn forwards the wire transfers via their SWIFT
address to various international correspondents.
Demand Deposit Account (DDA) deposits are processed in-house by FSB employees in San
Antonio, Texas. The applications used are described in more detail in the confidential portion of
the Plan.
FSB utilizes Bloomberg and Tradeweb for trading. Bloomberg facilitates the trading of investment
securities, Eurodollar Futures, market information, and live mortgage backed securities prices.
USB also utilizes the same systems as FSB (i.e., Bloomberg and TradeWeb) when facilitating
investment securities acquisition. Tradeweb is used for trading Mortgage Backed Security
Forwards. USAA Asset Management Company uses Bloomberg while both applications are
utilized for the Mortgage business line.
2
Defined as payments less than $100,000.
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F. Description of Foreign Operations
FSB does not have any material components that are based or located outside the United States,
including foreign branches, subsidiaries and offices. It also does not have any foreign locations,
deposits, or assets.
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G. Material Supervisory Authorities
FSB is a Federal Deposit Insurance Corporation-insured Federal savings association subject to
primary regulation and supervision examination by the Office of the Comptroller of the Currency.
FSB is also subject to regulation and supervision of its consumer lending activities by the
Consumer Financial Protection Bureau.
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H. Principal Officers
Chad Borton, President FSB
Jeff Medeiros, Senior Vice President, Bank General Counsel
Vicki Myers, Vice President, Bank Operations
Ryan Barth, Vice President, Financial Foundations
Matthew Bomersbach, Senior Vice President, Head of Credit
Colleen Oxbrough, Senior Vice President, Bank Senior Financial Officer
Winston Wilkinson, Senior Vice President, Long Term Borrower
Marcos Rosenberg, Vice President, Savings Assurance
Mark Cuthbert, Vice President, Bank Senior Strategy Officer
Matt Bruhn, Vice President, Borrow Wisely
George Bruns, Assistant Vice President, Head of Trust
Paul Loree, Executive Director, HR Business Partner (Interim)
Paul Azevdo, Vice President, Senior Risk Officer
Jessica Mobley, Vice President, Bank Business Controls
Jay Christoff, Vice President, Bank Chief Compliance Officer
David Fersdahl, President USB
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I. Resolution Planning Corporate Governance Structure and Processes
Related to Resolution Planning
The development of the Resolution Plan leverages the existing business-as-usual (BAU) FSB
governance structure, risk management principles, and control processes. These governance
principles and processes serve as the basis and foundation in which FSB scopes, resources, and
executes the completion of its Resolution Plan.
In developing FSB’s Resolution Plan, senior management worked with the Bank’s central project
team to focus on different elements of the IDI requirements stated in the rule. A working group,
consisting of senior members of FSB’s Management team, was established to facilitate the
development of the resolution strategies. Along with the Executive Sponsor, this group was
charged with the task of ensuring the strategy development and considerations were aligned
with the underlying assumptions. The working group also provided feedback and guidance to the
work streams over the course of the project, in order to validate and refine the content of the
Resolution Plan during its development and completion.
In addition, FSB business lines, legal counsel, supporting functions, and operations groups
assisted in data gathering, analysis, and the drafting of content for this Resolution Plan. As subject
matter experts in their particular area of business or support function, these groups are essential
to the resolution planning process, participating in strategy sessions and team discussions, while
also providing ideas and recommendations to address the tactical implications of each Plan
requirement for their respective area.
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J. Description of Material Management Information Systems (MIS)
USAA utilizes MIS for accounting, cash management, risk management, financial and regulatory
reporting, and internal management reporting and analysis. The Core Business Lines use MIS to
perform necessary business functions. USAA generates and distributes management reports on
a periodic basis that are utilized by Executive Management to monitor the financial health, risks,
and operation of FSB and its Core Business Lines.
Systems and applications at FSB are essential to smooth and effective operations and are
managed through a best practices Business Continuity approach. The program is built to assure
USAA’s commitment to uphold its mission to facilitate the financial security of its members,
associates, and families. The Business Continuity Plan’s strategy is to mitigate risk from evolving
threats, increase resiliency through dynamic business continuity planning, and improve
operational effectiveness through enhanced command, control, and communication across
USAA.
The majority of the MIS software used by FSB has been developed internally and is supplemented
with third-party vendor developed applications. Governance, control, and maintenance of critical
applications are critical components of the technology process, which emphasizes minimal
recovery times in the event of material financial distress or disruption.
Business areas perform a risk assessment to identify activities within the Bank’s products and
services which must be performed in order to stay in business; avoid penalties, fines, and
lawsuits; or avoid significant adverse customer impact. Prioritizations and Maximum Tolerable
Downtime (MTDs) are determined through this assessment.
Though all systems and applications at FSB are essential to smooth and effective operations, MIS
with activities that are reported to Executive Management are considered “key” and vital to the
business and operations.
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K. High-Level Description of Resolution Strategy
Consistent with supervisory guidance, including the FDIC’s Guidance for Covered Insured
Depository Institution Resolution Plan Submissions release on December 17, 2014, and for
Resolution Plan purposes, FSB developed its fourth submission under the assumption that FSB
would have experienced an idiosyncratic stress event that resulted in the failure of the
institution. It is anticipated that the stress event would also lead FSB to experience material
financial distress resulting in deterioration in liquidity and restricted access to funding. It is also
assumed that markets would be functioning normally (albeit subject to the three macroeconomic
scenarios specified in the baseline, adverse, and severely adverse economic conditions from the
Federal Reserve’s February 2018 Stress Test Guidance) and no unusual barriers would exist that
would preclude the execution of the identified strategic actions. It is further assumed that no
extraordinary government support would be provided to FSB in advance of failure. For this Plan,
a number of resolution strategies and alternatives were considered as to how FSB should be
resolved once it is placed into FDIC receivership, including a purchase and assumption of FSB in
its entirety (“Whole Bank P&A”), the creation of a bridge bank, a purchase and assumption of FSB
in its parts, and a wind-down and liquidation of the FSB.
FSB and USB
A purchase and assumption of FSB in its entirety, which would include USAA Savings Bank (USB),
would be the easiest option to execute from an operational perspective and also provide for
limited adverse effects on FSB’s members. This preferred strategy would most likely minimize
interrupted continuity of the CBLs in addition to retaining synergies amongst the business
activities.
Carrying minimal balance sheet risk, FSB would be an attractive strategic investment considering
its robust levels of liquidity, stable earnings generation, and the intangible value of its unique and
loyal member base. Given the size of FSB, the transaction would require a large acquirer with the
capacity to absorb the institution in its entirety. Potential buyers could include domestic
commercial banks seeking balance sheet diversification, major retail banks attempting to build a
military niche, or competing financial institutions that possess similar cultures and missions
focused on serving the military community.
The Whole Bank P&A transaction would involve all the assets and liabilities of the Bank (excluding
any liability that directly caused the failure of the Bank) and would occur
USAA FSB IDI Resolution Plan
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immediately after the failure of the Bank (i.e., over a “Resolution Weekend”). FSB believes the
Whole Bank P&A option would be optimal for the FDIC, as it would limit the adverse effects on
the Bank’s members (i.e., its depositors) and the public. This option would also prove to be the
least complex strategy from an operational perspective.
In addition to providing the least disruption for FSB members, a Whole Bank P&A would maximize
the value of the combined CBLs, as an acquirer would gain access to an extremely loyal
membership base of customers affiliated through the U.S. military, in addition to receiving strong
credit quality and highly marketable retail banking assets. Pursuing a Whole Bank P&A would also
preserve key products that are jointly offered through the aligned activities of the CBLs to the
members, while maximizing the value of the combined business lines. FSB believes that this
strategy would more than likely be the most cost-effective, timely, and least complex among all
the options considered.
In the event the preferred resolution strategy could not be executed, the submission describes
asset and business line divestitures the FDIC receivership could execute as an alternative to a
Whole Bank P&A transaction. Asset and CBL dispositions proposed consider both the impact to
Members and cost to the FDIC receivership.
As a Whole Bank P&A presents unique and attractive investment opportunity to certain larger
banks, FSB assets and CBLs present attractive investment opportunities outside of a Whole Bank
P&A to an even wider universe of potential buyers. Like a Whole Bank P&A, FSB assets and CBLs
have historically experienced strong liquidity, generated stable earnings, and benefitted from a
loyal membership base. Both banks and non-bank financial institutions are among the potential
acquirers of FSB assets and CBLs. These transactions would be executed by a Bridge Bank
established by the FDIC receivership. While we believe that a Whole Bank P&A is the best
resolution strategy, we believe that the multiple asset and CBL disposition is the best alternative
in the event a Whole Bank P&A cannot be executed.