Barclays | U.S. Large-Cap Banks
23 May 2019 15
Foreign Exposure
Brexit
Verbiage around the UK Referendum increased significantly with the 2Q16 Form 10-Q,
though most have not materially increased numerical disclosures. Recall, the UK
Referendum was held on June 23, 2016, which resulted in a majority vote in favor of exiting
the EU. This situation has been very fluid ever since.
Many international banks operate substantial parts of their EU business from entities based
in the UK. Upon the UK leaving the EU, the regulatory and legal environment that would
then exist, and to which the global company’s UK operations would then be subject, will
depend on, in certain respects, the nature of the arrangements agreed with the EU and
other trading partners. No one would hazard to hypothesize what these arrangements
would look like, though they are not expected to threaten the viability of business units or
companies’ ability to serve clients across the EU and in the UK. However, it is possible that
under some scenarios, changes to a company’s legal entity structure and booking model
strategy would be required and certain operations might have to be restructured. This
could result in a less efficient operating model across European legal entities.
BAC – A referendum held in the UK in 2016 resulted in a majority vote in favor of exiting the
European Union (EU). In March 2017, the UK notified the EU of its intention to withdraw
from the EU. In April 2019, the deadline for the U.K.’s withdrawal from the EU was extended
to October 31, 2019. The U.K.’s withdrawal could occur sooner if the UK passes a
withdrawal agreement prior to the deadline. Negotiations between the UK and the EU
regarding the terms and conditions of the withdrawal are ongoing. BAC conducts business
in Europe, the Middle East and Africa primarily through its subsidiaries in the U.K.,
Ireland and France. In connection with the U.K.’s intention to withdraw from the EU, BAC
has implemented the following changes to how BAC operates in the region, including
establishing a bank and broker-dealer in the EU. Bank of America Merrill Lynch International
Designated Activity Company (BAMLI DAC), BAC’s main banking entity in Ireland, was
established in late 2018 through the merger of two entities. BAMLI DAC provides banking
services in the European Economic Area, the Middle East and Africa directly and through its
branch network. Reliance on the EU’s cross-border merger directive enabled BAMLI DAC to
migrate client positions with decreased legal complexity and operational risk. BofA
Securities Europe SA (BofASE), a newly formed investment firm in France, was set up to
deliver investment services in the European Economic Area excluding the UK and is now
operational. Merrill Lynch International (MLI) continues to be BAC’s primary investment
firm in the UK BANA, including its London branch, continues to conduct operations in the
EU and the UK These changes will enable BAC to continue to service its clients with minimal
disruption, retain operational flexibility, minimize transition risks and maximize legal entity
efficiencies, independent of the ultimate outcome and timing of the withdrawal. To facilitate
client readiness and mitigate operational risk, BofASE and BAMLI DAC continue to execute
internal and client related testing activities across product and business lines. Migration of
client activity to BofASE and BAMLI DAC began in February and March 2019, respectively.
While BAC has taken measures to minimize operational disruption and prepare for various
potential outcomes of the U.K.’s withdrawal from the EU, the preparedness of BAC’s
counterparties and the relevant financial markets infrastructure remain outside of BAC’s
control. The global economic impact of the U.K.’s withdrawal from the EU remains uncertain
and could result in regional and global financial market disruptions. In preparation for the
withdrawal, BAC will continue to assess potential risks, including operational, regulatory and
legal risks.
BK – The United Kingdom was scheduled to withdraw from the European Union on March
29, 2019. However, the withdrawal agreement reached between the EU and UK has been
rejected multiple times by the UK House of Commons. EU leaders and the UK government