|
|
Georgia
|
|
58-1575035
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Name of exchange on which registered
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Common Stock
|
|
New York Stock Exchange
|
Depositary Shares, Each Representing 1/4000
th
Interest in a
Share of Perpetual Preferred Stock, Series A
|
|
New York Stock Exchange
|
7.875% Trust Preferred Securities of SunTrust Capital IX
|
|
New York Stock Exchange
|
6.100% Trust Preferred Securities of SunTrust Capital VIII
|
|
New York Stock Exchange
|
5.853% Fixed-to Floating Rate Normal Preferred Purchase
Securities of SunTrust Preferred Capital I
|
|
New York Stock Exchange
|
Warrants to Purchase Common Stock at $44.15 per share, expiring November 14, 2018
|
|
New York Stock Exchange
|
Warrants to Purchase Common Stock at $33.70, expiring December 31, 2018
|
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New York Stock Exchange
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Page
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Glossary of Defined Terms
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i - iv
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Item 1:
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Business.
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Item 1A:
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Risk Factors.
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Item 1B:
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Unresolved Staff Comments.
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Item 2:
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Properties.
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Item 3:
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Legal Proceedings.
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Item 4:
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Mine Safety Disclosures.
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Item 5:
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Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
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Item 6:
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Selected Financial Data.
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Item 7:
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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Item 7A:
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Quantitative and Qualitative Disclosures About Market Risk.
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Item 8:
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Financial Statements and Supplementary Data.
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Consolidated Statements of Income/(Loss)
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Consolidated Balance Sheets
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Consolidated Statements of Shareholders’ Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
|
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Item 9:
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
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Item 9A:
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Controls and Procedures.
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Item 9B:
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Other Information.
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PART III
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Item 10:
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Directors, Executive Officers and Corporate Governance.
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Item 11:
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Executive Compensation.
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Item 12:
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Item 13:
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Certain Relationships and Related Transactions, and Director Independence.
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Item 14:
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Principal Accountant Fees and Services.
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PART IV
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Item 15:
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Exhibits, Financial Statement Schedules.
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Item 1.
|
BUSINESS
|
•
|
introduces as a new capital measure Tier 1 common equity, specifies that Tier 1 capital consists of Tier 1 common equity and “Additional Tier 1 capital” instruments meeting specified requirements, defines Tier 1 common equity narrowly by requiring that most deductions or adjustments to regulatory capital measures be made to Tier 1 common equity and not to the other components of capital, and expands the scope of the deductions or adjustments as compared to existing regulations;
|
•
|
when fully phased-in on January 1, 2019, requires banks to maintain:
|
◦
|
as a newly adopted international standard, a minimum ratio of Tier 1 common equity to RWA of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Tier 1 common equity ratio as that buffer is phased in, effectively resulting in a minimum ratio of Tier 1 common equity to RWA of at least 7% upon full implementation);
|
◦
|
a minimum ratio of Tier 1 capital to RWA of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation);
|
◦
|
a minimum ratio of Total (that is, Tier 1 plus Tier 2) capital to RWA of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation); and
|
◦
|
as a newly adopted international standard, a minimum leverage ratio of 3%, calculated as the ratio of Tier 1 capital to balance sheet exposures plus certain off-balance sheet exposures (as the average for each quarter of the month-end ratios for the quarter); and
|
•
|
provides for a “countercyclical capital buffer,” generally to be imposed when national regulators determine that excess aggregate credit growth becomes associated with a buildup of systemic risk, that would be a Tier 1 common equity add-on to the capital conservation buffer in the range of 0% to 2.5% when fully implemented (potentially resulting in total buffers of between 2.5% and 5%).
|
•
|
3.5% Tier 1 Common Equity to RWA;
|
•
|
4.5% Tier 1 capital to RWA; and
|
•
|
8.0% Total capital to RWA.
|
Item 1A.
|
RISK FACTORS
|
•
|
A decrease in the demand for loans and other products and services offered by us;
|
•
|
A decrease in the value of our LHFS or other assets;
|
•
|
A loss of clients, reduced earnings, and/or a suppressed stock price could trigger an impairment of certain intangible assets, such as goodwill;
|
•
|
An increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us; or
|
•
|
An increase in the number of delinquencies, bankruptcies or defaults could result in a higher level of nonperforming assets, net charge-offs, provision for credit losses, and valuation adjustments on LHFS.
|
•
|
The yield on earning assets and rates paid on interest−bearing liabilities may change in disproportionate ways;
|
•
|
The value of certain balance sheet and off−balance sheet financial instruments or the value of equity investments that we hold could decline;
|
•
|
The value of assets for which we provide processing services could decline;
|
•
|
The value of our pension plan assets could decline, thereby potentially requiring us to further fund the plan; or
|
•
|
To the extent we access capital markets to raise funds to support our business, such changes could affect the cost of such funds or the ability to raise such funds. Our net interest income is the interest we earn on loans, debt securities and other assets we hold less the interest we pay on our deposits, long-term and short-term debt, and other liabilities. Net interest income is a function of both our net interest margin - the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding - and the amount of earning assets we hold. Changes in either our net interest margin or the amount of earning assets we hold could affect our net interest income and our earnings. Changes in interest rates can affect our net interest margin. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. When interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the asset yield catches up.
|
•
|
variations in our quarterly results;
|
•
|
changes in market valuations of companies in the financial services industry;
|
•
|
governmental and regulatory legislation or actions;
|
•
|
issuances of shares of common stock or other securities in the future;
|
•
|
changes in dividends;
|
•
|
the addition or departure of key personnel;
|
•
|
cyclical fluctuations;
|
•
|
changes in financial estimates or recommendations by securities analysts regarding us or shares of our common stock;
|
•
|
announcements by us or our competitors of new services or technology, acquisitions, or joint ventures; and
|
•
|
activity by short sellers and changing government restrictions on such activity.
|
Item 1B.
|
UNRESOLVED STAFF COMMENTS
|
Item 2.
|
PROPERTIES
|
Item 3.
|
LEGAL PROCEEDINGS
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Unregistered Sales Of Equity Securities And Use Of Proceeds
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions, except per share and other data)
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
|
$6,181
|
|
|
|
$6,343
|
|
|
|
$6,710
|
|
|
|
$8,328
|
|
|
|
$10,036
|
|
Interest expense
|
|
1,116
|
|
|
1,489
|
|
|
2,244
|
|
|
3,708
|
|
|
5,316
|
|
|||||
Net interest income
|
|
5,065
|
|
|
4,854
|
|
|
4,466
|
|
|
4,620
|
|
|
4,720
|
|
|||||
Provision for credit losses
1
|
|
1,513
|
|
|
2,651
|
|
|
4,064
|
|
|
2,474
|
|
|
665
|
|
|||||
Net interest income after provision for credit losses
|
|
3,552
|
|
|
2,203
|
|
|
402
|
|
|
2,146
|
|
|
4,055
|
|
|||||
Noninterest income
|
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|
4,473
|
|
|
3,429
|
|
|||||
Noninterest expense
|
|
6,234
|
|
|
5,911
|
|
|
6,562
|
|
|
5,879
|
|
|
5,221
|
|
|||||
Income/(loss) before provision/(benefit) for income taxes
|
|
739
|
|
|
21
|
|
|
(2,450
|
)
|
|
740
|
|
|
2,263
|
|
|||||
Provision/(benefit) for income taxes
|
|
79
|
|
|
(185
|
)
|
|
(898
|
)
|
|
(67
|
)
|
|
616
|
|
|||||
Net income attributable to noncontrolling interest
|
|
13
|
|
|
17
|
|
|
12
|
|
|
11
|
|
|
13
|
|
|||||
Net income/(loss)
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
|
|
$796
|
|
|
|
$1,634
|
|
Net income/(loss) available to common shareholders
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
|
|
$1,593
|
|
Net interest income-FTE
2
|
|
|
$5,179
|
|
|
|
$4,970
|
|
|
|
$4,589
|
|
|
|
$4,737
|
|
|
|
$4,822
|
|
Total revenue-FTE
2
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|
9,210
|
|
|
8,251
|
|
|||||
Total revenue-FTE excluding net securities (gains)/losses, net
2
|
|
8,483
|
|
|
8,508
|
|
|
8,201
|
|
|
8,137
|
|
|
8,008
|
|
|||||
Net income/(loss) per average common share
3
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
4
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
|
($3.98
|
)
|
|
|
$2.12
|
|
|
|
$4.52
|
|
Diluted excluding goodwill/intangible impairment charges, other than MSRs
2,4
|
|
0.94
|
|
|
(0.18
|
)
|
|
(2.34
|
)
|
|
2.19
|
|
|
4.39
|
|
|||||
Diluted excluding effect of accelerated accretion associated with the repurchase of preferred stock issued to the U.S. Treasury
2,4
|
|
1.08
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|
2.12
|
|
|
4.52
|
|
|||||
Basic
|
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|
2.12
|
|
|
4.56
|
|
|||||
Dividends paid per average common share
|
|
|
$0.12
|
|
|
|
$0.04
|
|
|
|
$0.22
|
|
|
|
$2.85
|
|
|
|
$2.92
|
|
Book value per common share
|
|
36.86
|
|
|
36.34
|
|
|
35.29
|
|
|
48.74
|
|
|
50.72
|
|
|||||
Tangible book value per common share
2
|
|
25.18
|
|
|
23.76
|
|
|
22.59
|
|
|
28.69
|
|
|
30.11
|
|
|||||
Market capitalization
|
|
9,504
|
|
|
14,768
|
|
|
10,128
|
|
|
10,472
|
|
|
21,772
|
|
|||||
Market price:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
33.14
|
|
|
31.92
|
|
|
30.18
|
|
|
70.00
|
|
|
94.18
|
|
|||||
Low
|
|
15.79
|
|
|
20.16
|
|
|
6.00
|
|
|
19.75
|
|
|
60.02
|
|
|||||
Close
|
|
17.70
|
|
|
29.51
|
|
|
20.29
|
|
|
29.54
|
|
|
62.49
|
|
|||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
|
$172,440
|
|
|
|
$172,375
|
|
|
|
$175,442
|
|
|
|
$175,848
|
|
|
|
$177,796
|
|
Earning assets
|
|
147,802
|
|
|
147,187
|
|
|
150,908
|
|
|
152,749
|
|
|
155,204
|
|
|||||
Loans
|
|
116,308
|
|
|
113,925
|
|
|
121,041
|
|
|
125,433
|
|
|
120,081
|
|
|||||
Consumer and commercial deposits
|
|
122,672
|
|
|
117,129
|
|
|
113,164
|
|
|
101,333
|
|
|
98,020
|
|
|||||
Brokered time and foreign deposits
|
|
2,386
|
|
|
2,916
|
|
|
6,082
|
|
|
14,743
|
|
|
21,856
|
|
|||||
Total shareholders’ equity
|
|
20,696
|
|
|
22,834
|
|
|
22,286
|
|
|
18,596
|
|
|
17,928
|
|
|||||
Average common shares - diluted (thousands)
|
|
527,618
|
|
|
498,744
|
|
|
437,486
|
|
|
350,183
|
|
|
352,688
|
|
|||||
Average common shares - basic (thousands)
|
|
523,995
|
|
|
495,361
|
|
|
435,328
|
|
|
348,919
|
|
|
349,346
|
|
|||||
As of December 31
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
$174,165
|
|
|
|
$189,138
|
|
|
|
$179,574
|
|
Earning assets
|
|
154,696
|
|
|
148,473
|
|
|
147,896
|
|
|
156,017
|
|
|
154,397
|
|
|||||
Loans
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|
126,998
|
|
|
122,319
|
|
|||||
ALLL
|
|
2,457
|
|
|
2,974
|
|
|
3,120
|
|
|
2,351
|
|
|
1,283
|
|
|||||
Consumer and commercial deposits
|
|
125,611
|
|
|
120,025
|
|
|
116,303
|
|
|
105,276
|
|
|
101,870
|
|
|||||
Brokered time and foreign deposits
|
|
2,311
|
|
|
3,019
|
|
|
5,560
|
|
|
8,053
|
|
|
15,973
|
|
|||||
Long-term debt
|
|
10,908
|
|
|
13,648
|
|
|
17,490
|
|
|
26,812
|
|
|
22,957
|
|
|||||
Total shareholders’ equity
|
|
20,066
|
|
|
23,130
|
|
|
22,531
|
|
|
22,501
|
|
|
18,170
|
|
|||||
Financial Ratios and Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ROA
|
|
0.38
|
%
|
|
0.11
|
%
|
|
(0.89
|
)%
|
|
0.45
|
%
|
|
0.92
|
%
|
|||||
ROE
|
|
2.56
|
|
|
(0.49
|
)
|
|
(10.07
|
)
|
|
4.20
|
|
|
9.14
|
|
|||||
Net interest margin - FTE
|
|
3.50
|
|
|
3.38
|
|
|
3.04
|
|
|
3.10
|
|
|
3.11
|
|
|||||
Efficiency ratio - FTE
|
|
72.49
|
|
|
67.94
|
|
|
79.07
|
|
|
63.83
|
|
|
63.28
|
|
Tangible efficiency ratio
2
|
|
71.99
|
|
|
67.36
|
|
|
69.35
|
|
|
62.51
|
|
|
62.11
|
|
|||||
Total average shareholders’ equity to total average assets
|
|
12.00
|
|
|
13.25
|
|
|
12.70
|
|
|
10.58
|
|
|
10.08
|
|
|||||
Tangible equity to tangible assets
2
|
|
8.10
|
|
|
10.12
|
|
|
9.66
|
|
|
8.46
|
|
|
6.38
|
|
|||||
Effective tax rate (benefit)
5
|
|
10.84
|
|
|
NM
|
|
|
(36.50
|
)
|
|
(9.23
|
)
|
|
27.21
|
|
|||||
Allowance to year-end total loans
|
|
2.01
|
|
|
2.58
|
|
|
2.76
|
|
|
1.86
|
|
|
1.05
|
|
|||||
Total nonperforming assets to total loans plus OREO,
other repossessed assets, and nonperforming LHFS |
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
|
3.49
|
|
|
1.35
|
|
|||||
Common dividend payout ratio
6
|
|
12.9
|
|
|
N/A
|
|
|
N/A
|
|
|
135.6
|
|
|
64.5
|
|
|||||
Capital Adequacy
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 common equity
|
|
9.22
|
%
|
|
8.08
|
%
|
|
7.67
|
%
|
|
5.83
|
%
|
|
5.27
|
%
|
|||||
Tier 1 capital
|
|
10.90
|
|
|
13.67
|
|
|
12.96
|
|
|
10.87
|
|
|
6.93
|
|
|||||
Total capital
|
|
13.67
|
|
|
16.54
|
|
|
16.43
|
|
|
14.04
|
|
|
10.30
|
|
|||||
Tier 1 leverage
|
|
8.75
|
|
|
10.94
|
|
|
10.90
|
|
|
10.45
|
|
|
6.90
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Despite the challenging regulatory environment, our Retail line of business accomplished growth in consumer market and wallet share in 2011. While navigating numerous product changes, we were able to expand our primary relationships and also expanded our product penetration per relationship. We grew our deposit market share in eight of our ten largest markets, we grew average loan balances by 6%, and increased net income during 2011.
|
•
|
Net income in our W&IM line of business increased 16% during 2011. The net income improvement was driven by growth in revenue, led by retail investment income growth of 12%, while maintaining stable expenses. Improving markets in 2012 could augment growth for this line of business.
|
•
|
Growing the CIB and Diversified Commercial Banking lines of business are key elements to our strategy of optimizing our business mix. In 2011, the CIB line of business experienced 26% average loan growth and record revenue and net income, increasing by 8% and 11%, respectively. Our success in CIB is a result of growing revenue, expanding relationships, and investing in talent. Solid growth in net interest income and fee income resulted in total revenue-FTE and net income increasing 9% and 33%, respectively, in the Diversified Commercial Banking line of business during 2011. Diversified Commercial Banking had a solid efficiency ratio, steady loan growth in the second half of 2011, and strong growth in core deposits and primary relationships driving the line of business' success in 2011. Both of these businesses had attractive efficiency ratios and experienced low loss rates during 2011, and we will look to build upon the positive expense efficiency and credit quality attributes in 2012.
|
•
|
The Mortgage line of business lost
$693 million
in 2011, largely due to issues related to loans originated in 2008 and prior. While we work through these legacy loan issues, during 2011 we experienced healthy mortgage origination volumes, attractive margins, and significantly improved risk management.
|
•
|
Our CRE line of business lost
$310 million
during 2011 as it had housing-related exposure as well, causing high levels of loss recognition during the year. CRE is our smallest line of business, but one with a potential for earning asset growth. In fact, we are transitioning the business back into production as we are beginning to see opportunities in certain markets and asset classes.
|
Consolidated Daily Average Balances, Income/Expense And Average Yields Earned And Rates Paid
|
|
Table 1
|
|
||||||||||||||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||||
(Dollars in millions; yields on taxable-equivalent basis)
|
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans:
1,6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate 1-4 family
|
|
|
$29,227
|
|
|
|
$1,419
|
|
|
4.85
|
%
|
|
|
$29,058
|
|
|
|
$1,553
|
|
|
5.35
|
%
|
|
|
$29,588
|
|
|
|
$1,723
|
|
|
5.82
|
%
|
Real estate construction
|
|
2,119
|
|
|
83
|
|
|
3.94
|
|
|
3,402
|
|
|
126
|
|
|
3.69
|
|
|
5,991
|
|
|
198
|
|
|
3.31
|
|
||||||
Real estate home equity lines
|
|
14,299
|
|
|
482
|
|
|
3.37
|
|
|
14,912
|
|
|
503
|
|
|
3.37
|
|
|
15,685
|
|
|
523
|
|
|
3.34
|
|
||||||
Real estate commercial
|
|
12,871
|
|
|
520
|
|
|
4.04
|
|
|
14,578
|
|
|
593
|
|
|
4.07
|
|
|
15,573
|
|
|
639
|
|
|
4.11
|
|
||||||
Commercial - FTE
2
|
|
36,248
|
|
|
1,945
|
|
|
5.37
|
|
|
32,788
|
|
|
1,828
|
|
|
5.57
|
|
|
36,458
|
|
|
1,820
|
|
|
4.99
|
|
||||||
Credit card
|
|
1,012
|
|
|
82
|
|
|
8.13
|
|
|
1,058
|
|
|
89
|
|
|
8.39
|
|
|
984
|
|
|
74
|
|
|
7.47
|
|
||||||
Consumer - direct
|
|
7,261
|
|
|
321
|
|
|
4.42
|
|
|
5,812
|
|
|
251
|
|
|
4.32
|
|
|
5,101
|
|
|
207
|
|
|
4.06
|
|
||||||
Consumer - indirect
|
|
9,690
|
|
|
439
|
|
|
4.53
|
|
|
7,530
|
|
|
423
|
|
|
5.62
|
|
|
6,594
|
|
|
418
|
|
|
6.34
|
|
||||||
Nonaccrual
3
|
|
3,581
|
|
|
34
|
|
|
0.95
|
|
|
4,787
|
|
|
39
|
|
|
0.81
|
|
|
5,067
|
|
|
36
|
|
|
0.72
|
|
||||||
Total loans
|
|
116,308
|
|
|
5,325
|
|
|
4.58
|
|
|
113,925
|
|
|
5,405
|
|
|
4.74
|
|
|
121,041
|
|
|
5,638
|
|
|
4.66
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
|
23,973
|
|
|
770
|
|
|
3.21
|
|
|
24,994
|
|
|
785
|
|
|
3.14
|
|
|
18,960
|
|
|
790
|
|
|
4.17
|
|
||||||
Tax-exempt - FTE
2
|
|
502
|
|
|
28
|
|
|
5.48
|
|
|
783
|
|
|
42
|
|
|
5.34
|
|
|
1,003
|
|
|
55
|
|
|
5.46
|
|
||||||
Total securities available for sale - FTE
|
|
24,475
|
|
|
798
|
|
|
3.26
|
|
|
25,777
|
|
|
827
|
|
|
3.21
|
|
|
19,963
|
|
|
845
|
|
|
4.23
|
|
||||||
Funds sold and securities purchased under agreements to resell
|
|
992
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
1
|
|
|
0.08
|
|
|
794
|
|
|
2
|
|
|
0.27
|
|
||||||
LHFS
|
|
2,255
|
|
|
93
|
|
|
4.13
|
|
|
3,295
|
|
|
136
|
|
|
4.14
|
|
|
5,228
|
|
|
233
|
|
|
4.45
|
|
||||||
Interest-bearing deposits
|
|
22
|
|
|
—
|
|
|
0.15
|
|
|
26
|
|
|
—
|
|
|
0.17
|
|
|
25
|
|
|
—
|
|
|
0.91
|
|
||||||
Interest earning trading assets
|
|
3,750
|
|
|
79
|
|
|
2.10
|
|
|
3,195
|
|
|
90
|
|
|
2.79
|
|
|
3,857
|
|
|
115
|
|
|
2.99
|
|
||||||
Total earning assets
|
|
147,802
|
|
|
6,295
|
|
|
4.26
|
|
|
147,187
|
|
|
6,459
|
|
|
4.39
|
|
|
150,908
|
|
|
6,833
|
|
|
4.53
|
|
||||||
ALLL
|
|
(2,702
|
)
|
|
|
|
|
|
(3,045
|
)
|
|
|
|
|
|
(2,706
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
|
5,203
|
|
|
|
|
|
|
4,821
|
|
|
|
|
|
|
4,844
|
|
|
|
|
|
||||||||||||
Other assets
|
|
16,831
|
|
|
|
|
|
|
18,268
|
|
|
|
|
|
|
17,355
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets
|
|
2,708
|
|
|
|
|
|
|
2,913
|
|
|
|
|
|
|
3,429
|
|
|
|
|
|
||||||||||||
Unrealized gains on securities available for sale
|
|
2,598
|
|
|
|
|
|
|
2,231
|
|
|
|
|
|
|
1,612
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$
|
172,440
|
|
|
|
|
|
|
$
|
172,375
|
|
|
|
|
|
|
$
|
175,442
|
|
|
|
|
|
|||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
|
$24,751
|
|
|
|
$35
|
|
|
0.14
|
%
|
|
|
$24,668
|
|
|
|
$58
|
|
|
0.24
|
%
|
|
|
$23,601
|
|
|
|
$99
|
|
|
0.42
|
%
|
Money market accounts
|
|
42,854
|
|
|
161
|
|
|
0.38
|
|
|
38,893
|
|
|
227
|
|
|
0.58
|
|
|
31,864
|
|
|
315
|
|
|
0.99
|
|
||||||
Savings
|
|
4,535
|
|
|
7
|
|
|
0.15
|
|
|
4,028
|
|
|
9
|
|
|
0.22
|
|
|
3,664
|
|
|
10
|
|
|
0.27
|
|
||||||
Consumer time
|
|
12,451
|
|
|
198
|
|
|
1.59
|
|
|
14,232
|
|
|
267
|
|
|
1.87
|
|
|
16,718
|
|
|
479
|
|
|
2.87
|
|
||||||
Other time
|
|
7,036
|
|
|
122
|
|
|
1.73
|
|
|
9,205
|
|
|
189
|
|
|
2.05
|
|
|
13,068
|
|
|
382
|
|
|
2.92
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
|
91,627
|
|
|
523
|
|
|
0.57
|
|
|
91,026
|
|
|
750
|
|
|
0.82
|
|
|
88,915
|
|
|
1,285
|
|
|
1.45
|
|
||||||
Brokered deposits
|
|
2,306
|
|
|
101
|
|
|
4.38
|
|
|
2,561
|
|
|
110
|
|
|
4.29
|
|
|
5,648
|
|
|
154
|
|
|
2.69
|
|
||||||
Foreign deposits
|
|
80
|
|
|
—
|
|
|
0.57
|
|
|
355
|
|
|
—
|
|
|
0.13
|
|
|
434
|
|
|
1
|
|
|
0.12
|
|
||||||
Total interest-bearing deposits
|
|
94,013
|
|
|
624
|
|
|
0.66
|
|
|
93,942
|
|
|
860
|
|
|
0.92
|
|
|
94,997
|
|
|
1,440
|
|
|
1.52
|
|
||||||
Funds purchased
|
|
1,038
|
|
|
2
|
|
|
0.13
|
|
|
1,226
|
|
|
2
|
|
|
0.19
|
|
|
1,670
|
|
|
3
|
|
|
0.19
|
|
||||||
Securities sold under agreements to repurchase
|
|
2,157
|
|
|
3
|
|
|
0.15
|
|
|
2,416
|
|
|
4
|
|
|
0.15
|
|
|
2,483
|
|
|
5
|
|
|
0.18
|
|
||||||
Interest-bearing trading liabilities
|
|
851
|
|
|
26
|
|
|
3.04
|
|
|
833
|
|
|
30
|
|
|
3.58
|
|
|
487
|
|
|
20
|
|
|
4.14
|
|
||||||
Other short-term borrowings
|
|
3,465
|
|
|
12
|
|
|
0.36
|
|
|
3,014
|
|
|
13
|
|
|
0.43
|
|
|
2,704
|
|
|
15
|
|
|
0.54
|
|
||||||
Long-term debt
|
|
13,496
|
|
|
449
|
|
|
3.33
|
|
|
16,096
|
|
|
580
|
|
|
3.60
|
|
|
20,119
|
|
|
761
|
|
|
3.78
|
|
||||||
Total interest-bearing liabilities
|
|
115,020
|
|
|
1,116
|
|
|
0.97
|
|
|
117,527
|
|
|
1,489
|
|
|
1.27
|
|
|
122,460
|
|
|
2,244
|
|
|
1.83
|
|
||||||
Noninterest-bearing deposits
|
|
31,045
|
|
|
|
|
|
|
26,103
|
|
|
|
|
|
|
24,249
|
|
|
|
|
|
||||||||||||
Other liabilities
|
|
3,972
|
|
|
|
|
|
|
4,097
|
|
|
|
|
|
|
4,387
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities
|
|
1,707
|
|
|
|
|
|
|
1,814
|
|
|
|
|
|
|
2,060
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
|
20,696
|
|
|
|
|
|
|
22,834
|
|
|
|
|
|
|
22,286
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$
|
172,440
|
|
|
|
|
|
|
$
|
172,375
|
|
|
|
|
|
|
$
|
175,442
|
|
|
|
|
|
|||||||||
Interest Rate Spread
|
|
|
|
|
|
3.29
|
%
|
|
|
|
|
|
3.12
|
%
|
|
|
|
|
|
2.70
|
%
|
||||||||||||
Net Interest Income - FTE
4
|
|
|
|
|
$5,179
|
|
|
|
|
|
|
|
$4,970
|
|
|
|
|
|
|
|
$4,589
|
|
|
|
|||||||||
Net Interest Margin
5
|
|
|
|
|
|
3.50
|
%
|
|
|
|
|
|
3.38
|
%
|
|
|
|
|
|
3.04
|
%
|
Analysis of Changes in Net Interest Income
1
|
|
|
|
|
|
|
|
Table 2
|
|
|||||||||||||||
|
|
2011 Compared to 2010
Increase (Decrease) Due to
|
|
2010 Compared to 2009 Increase
(Decrease) Due to
|
||||||||||||||||||||
(Dollars in millions on a taxable-equivalent basis)
|
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate 1-4 family
|
|
|
$9
|
|
|
|
($143
|
)
|
|
|
($134
|
)
|
|
|
($31
|
)
|
|
|
($138
|
)
|
|
|
($169
|
)
|
Real estate construction
|
|
(50
|
)
|
|
8
|
|
|
(42
|
)
|
|
(93
|
)
|
|
21
|
|
|
(72
|
)
|
||||||
Real estate home equity lines
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
(25
|
)
|
|
4
|
|
|
(21
|
)
|
||||||
Real estate commercial
|
|
(69
|
)
|
|
(4
|
)
|
|
(73
|
)
|
|
(40
|
)
|
|
(6
|
)
|
|
(46
|
)
|
||||||
Commercial - FTE
2
|
|
185
|
|
|
(68
|
)
|
|
117
|
|
|
(193
|
)
|
|
201
|
|
|
8
|
|
||||||
Credit card
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
6
|
|
|
9
|
|
|
15
|
|
||||||
Consumer - direct
|
|
64
|
|
|
6
|
|
|
70
|
|
|
30
|
|
|
14
|
|
|
44
|
|
||||||
Consumer - indirect
|
|
107
|
|
|
(92
|
)
|
|
15
|
|
|
56
|
|
|
(51
|
)
|
|
5
|
|
||||||
Nonaccrual
|
|
(11
|
)
|
|
6
|
|
|
(5
|
)
|
|
(2
|
)
|
|
5
|
|
|
3
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
|
(32
|
)
|
|
17
|
|
|
(15
|
)
|
|
217
|
|
|
(222
|
)
|
|
(5
|
)
|
||||||
Tax-exempt
2
|
|
(15
|
)
|
|
1
|
|
|
(14
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||||
Funds sold and securities purchased under agreements to resell
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
LHFS
|
|
(43
|
)
|
|
(1
|
)
|
|
(44
|
)
|
|
(81
|
)
|
|
(15
|
)
|
|
(96
|
)
|
||||||
Interest-bearing deposits
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest earning trading assets
|
|
14
|
|
|
(24
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|
(7
|
)
|
|
(26
|
)
|
||||||
Total interest income
|
|
134
|
|
|
(298
|
)
|
|
(164
|
)
|
|
(186
|
)
|
|
(188
|
)
|
|
(374
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW accounts
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
|
4
|
|
|
(45
|
)
|
|
(41
|
)
|
||||||
Money market accounts
|
|
20
|
|
|
(87
|
)
|
|
(67
|
)
|
|
61
|
|
|
(148
|
)
|
|
(87
|
)
|
||||||
Savings
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
||||||
Consumer time
|
|
(31
|
)
|
|
(37
|
)
|
|
(68
|
)
|
|
(63
|
)
|
|
(149
|
)
|
|
(212
|
)
|
||||||
Other time
|
|
(40
|
)
|
|
(27
|
)
|
|
(67
|
)
|
|
(97
|
)
|
|
(97
|
)
|
|
(194
|
)
|
||||||
Brokered time deposits
|
|
(11
|
)
|
|
2
|
|
|
(9
|
)
|
|
(108
|
)
|
|
64
|
|
|
(44
|
)
|
||||||
Foreign deposits
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Funds purchased
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Securities sold under agreements to repurchase
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Interest-bearing trading liabilities
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
13
|
|
|
(3
|
)
|
|
10
|
|
||||||
Other short-term borrowings
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
||||||
Long-term debt
|
|
(89
|
)
|
|
(41
|
)
|
|
(130
|
)
|
|
(147
|
)
|
|
(35
|
)
|
|
(182
|
)
|
||||||
Total interest expense
|
|
(151
|
)
|
|
(222
|
)
|
|
(373
|
)
|
|
(336
|
)
|
|
(419
|
)
|
|
(755
|
)
|
||||||
Net change in net interest income
|
|
|
$285
|
|
|
|
($76
|
)
|
|
|
$209
|
|
|
|
$150
|
|
|
|
$231
|
|
|
|
$381
|
|
1
Changes in net interest income are attributed to either changes in average balances (volume change) or changes in average rates (rate change) for earning assets and sources of funds on which interest is received or paid. Volume change is calculated as change in volume times the previous rate, while rate change is change in rate times the previous volume. The rate/volume change, change in rate times change in volume, is allocated between volume change and rate change at the ratio each component bears to the absolute value of their total.
|
|||||||||||
2
Interest income includes the effects of the taxable-equivalent adjustments to increase tax-exempt interest income to a taxable-equivalent basis.
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 3
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Service charges on deposit accounts
|
|
$685
|
|
|
|
$760
|
|
|
|
$848
|
|
Trust and investment management income
|
531
|
|
|
503
|
|
|
486
|
|
|||
Other charges and fees
|
507
|
|
|
534
|
|
|
523
|
|
|||
Card fees
|
371
|
|
|
376
|
|
|
324
|
|
|||
Investment banking income
|
317
|
|
|
313
|
|
|
272
|
|
|||
Trading income/(loss)
|
248
|
|
|
173
|
|
|
(41
|
)
|
|||
Retail investment services
|
230
|
|
|
205
|
|
|
218
|
|
|||
Mortgage production related (loss)/income
|
(5
|
)
|
|
127
|
|
|
376
|
|
|||
Mortgage servicing related income
|
224
|
|
|
358
|
|
|
330
|
|
|||
Net securities gains
|
117
|
|
|
191
|
|
|
98
|
|
|||
Gain from ownership in Visa
|
—
|
|
|
—
|
|
|
112
|
|
|||
Other noninterest income
|
196
|
|
|
189
|
|
|
164
|
|
|||
Total noninterest income
|
|
$3,421
|
|
|
|
$3,729
|
|
|
|
$3,710
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 4
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Employee compensation
|
|
$2,494
|
|
|
|
$2,364
|
|
|
|
$2,258
|
|
Employee benefits
|
382
|
|
|
457
|
|
|
542
|
|
|||
Personnel expenses
|
2,876
|
|
|
2,821
|
|
|
2,800
|
|
|||
Outside processing and software
|
653
|
|
|
638
|
|
|
579
|
|
|||
Net occupancy expense
|
356
|
|
|
361
|
|
|
357
|
|
|||
Regulatory assessments
|
300
|
|
|
265
|
|
|
302
|
|
|||
Credit and collection services
|
275
|
|
|
279
|
|
|
259
|
|
|||
Other real estate expense
|
264
|
|
|
300
|
|
|
244
|
|
|||
Operating losses
|
257
|
|
|
83
|
|
|
99
|
|
|||
Marketing and customer development
|
184
|
|
|
177
|
|
|
152
|
|
|||
Equipment expense
|
178
|
|
|
174
|
|
|
172
|
|
|||
Consulting and legal
|
120
|
|
|
84
|
|
|
57
|
|
|||
Potential mortgage servicing settlement and claims expense
|
120
|
|
|
—
|
|
|
—
|
|
|||
Other staff expense
|
95
|
|
|
55
|
|
|
51
|
|
|||
Postage and delivery
|
81
|
|
|
83
|
|
|
84
|
|
|||
Communications
|
63
|
|
|
64
|
|
|
67
|
|
|||
Operating supplies
|
45
|
|
|
47
|
|
|
41
|
|
|||
Amortization of intangible assets
|
43
|
|
|
51
|
|
|
56
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
751
|
|
|||
Net (gain)/loss on debt extinguishment
|
(3
|
)
|
|
70
|
|
|
39
|
|
|||
Other expense
|
327
|
|
|
359
|
|
|
452
|
|
|||
Total noninterest expense
|
|
$6,234
|
|
|
|
$5,911
|
|
|
|
$6,562
|
|
Loan Portfolio by Types of Loans (Post-Adoption)
|
|
|
|
|
Table 5
|
|
|||||
|
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Commercial loans:
|
|
|
|
|
|
||||||
Commercial & industrial
|
|
$49,538
|
|
|
|
$44,753
|
|
|
|
$44,008
|
|
Commercial real estate
|
5,094
|
|
|
6,167
|
|
|
6,694
|
|
|||
Commercial construction
|
1,240
|
|
|
2,568
|
|
|
4,984
|
|
|||
Total commercial loans
|
55,872
|
|
|
53,488
|
|
|
55,686
|
|
|||
Residential loans:
|
|
|
|
|
|
||||||
Residential mortgages - guaranteed
|
6,672
|
|
|
4,520
|
|
|
949
|
|
|||
Residential mortgages - nonguaranteed
1
|
23,243
|
|
|
23,959
|
|
|
25,847
|
|
|||
Home equity products
|
15,765
|
|
|
16,751
|
|
|
17,783
|
|
|||
Residential construction
|
980
|
|
|
1,291
|
|
|
1,909
|
|
|||
Total residential loans
|
46,660
|
|
|
46,521
|
|
|
46,488
|
|
|||
Consumer loans:
|
|
|
|
|
|
||||||
Guaranteed student loans
|
7,199
|
|
|
4,260
|
|
|
2,786
|
|
|||
Other direct
|
2,059
|
|
|
1,722
|
|
|
1,484
|
|
|||
Indirect
|
10,165
|
|
|
9,499
|
|
|
6,665
|
|
|||
Credit cards
|
540
|
|
|
485
|
|
|
566
|
|
|||
Total consumer loans
|
19,963
|
|
|
15,966
|
|
|
11,501
|
|
|||
LHFI
|
|
$122,495
|
|
|
|
$115,975
|
|
|
|
$113,675
|
|
LHFS
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
$4,670
|
|
Loan Portfolio by Types of Loans (Pre-Adoption)
|
|
|
|
|
|
|
|
Table 6
|
|
||||||||||
|
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Commercial
|
|
$40,104
|
|
|
|
$34,064
|
|
|
|
$32,494
|
|
|
|
$41,040
|
|
|
|
$35,929
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
14,287
|
|
|
15,040
|
|
|
15,953
|
|
|
16,454
|
|
|
14,912
|
|
|||||
Construction
|
2,143
|
|
|
3,848
|
|
|
6,647
|
|
|
9,864
|
|
|
13,777
|
|
|||||
Residential mortgages
1
|
32,608
|
|
|
31,572
|
|
|
30,790
|
|
|
32,066
|
|
|
32,780
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
7,753
|
|
|
8,674
|
|
|
8,915
|
|
|
8,758
|
|
|
7,948
|
|
|||||
Investor owned
|
4,758
|
|
|
5,868
|
|
|
6,159
|
|
|
6,199
|
|
|
4,661
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
9,655
|
|
|
6,638
|
|
|
5,118
|
|
|
5,139
|
|
|
3,964
|
|
|||||
Indirect
|
10,164
|
|
|
9,291
|
|
|
6,531
|
|
|
6,508
|
|
|
7,494
|
|
|||||
Credit card
|
1,023
|
|
|
980
|
|
|
1,068
|
|
|
970
|
|
|
854
|
|
|||||
LHFI
|
|
$122,495
|
|
|
|
$115,975
|
|
|
|
$113,675
|
|
|
|
$126,998
|
|
|
|
$122,319
|
|
LHFS
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
$4,670
|
|
|
|
$4,032
|
|
|
|
$8,852
|
|
Selected Loan Maturity Data
|
|
|
|
|
|
|
Table 7
|
|
|||||||
|
As of December 31, 2011
|
||||||||||||||
Total
|
|
1 year or less
|
|
1-5 years
|
|
After 5 years
|
|||||||||
(Dollars in millions)
|
|||||||||||||||
Loan Maturity
|
|
|
|
|
|
|
|
||||||||
Commercial and commercial real estate
1
|
|
$49,233
|
|
|
|
$24,522
|
|
|
|
$22,082
|
|
|
|
$2,629
|
|
Real estate - construction
|
1,240
|
|
|
650
|
|
|
522
|
|
|
68
|
|
||||
Total
|
|
$50,473
|
|
|
|
$25,172
|
|
|
|
$22,604
|
|
|
|
$2,697
|
|
Interest Rate Sensitivity
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$5,081
|
|
|
|
$1,677
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
17,523
|
|
|
1,020
|
|
||||||
Total
|
|
|
|
|
|
$22,604
|
|
|
|
$2,697
|
|
Funded Exposures by Selected Industries
|
|
|
|
|
|
|
Table 8
|
|
|||||
|
2011
|
|
2010
|
||||||||||
(Dollars in millions)
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
||||||
Real Estate
|
|
$7,331
|
|
|
13
|
%
|
|
|
$9,828
|
|
|
18
|
%
|
Consumer Products and Services
|
7,105
|
|
|
13
|
|
|
6,924
|
|
|
13
|
|
||
Health Care and Pharmaceuticals
|
5,662
|
|
|
10
|
|
|
4,576
|
|
|
9
|
|
||
Diversified Financials and Insurance
|
5,591
|
|
|
10
|
|
|
4,960
|
|
|
9
|
|
||
Government
|
3,671
|
|
|
7
|
|
|
3,227
|
|
|
6
|
|
||
Retailing
|
3,593
|
|
|
6
|
|
|
3,576
|
|
|
7
|
|
||
Automotive
|
3,320
|
|
|
6
|
|
|
3,296
|
|
|
6
|
|
||
Diversified Commercial Services and Supplies
|
3,195
|
|
|
6
|
|
|
2,917
|
|
|
5
|
|
||
Capital Goods
|
2,974
|
|
|
5
|
|
|
2,700
|
|
|
5
|
|
||
Energy and Utilities
|
2,760
|
|
|
5
|
|
|
1,746
|
|
|
3
|
|
||
Media and Telecommunication Services
|
2,052
|
|
|
4
|
|
|
1,519
|
|
|
3
|
|
||
Religious Organizations/Non-Profits
|
1,933
|
|
|
3
|
|
|
1,961
|
|
|
4
|
|
||
Materials
|
1,823
|
|
|
3
|
|
|
1,447
|
|
|
3
|
|
||
Transportation
|
1,231
|
|
|
2
|
|
|
1,155
|
|
|
2
|
|
||
Individuals, Investments, and Trusts
|
986
|
|
|
2
|
|
|
1,399
|
|
|
3
|
|
||
Technology (Hardware and Software)
|
942
|
|
|
2
|
|
|
659
|
|
|
1
|
|
||
Other Industries
|
1,703
|
|
|
3
|
|
|
1,598
|
|
|
3
|
|
||
Total
|
|
$55,872
|
|
|
100
|
%
|
|
|
$53,488
|
|
|
100
|
%
|
Loan Types by Geography
|
|
|
|
|
|
|
|
|
|
Table 9
|
|
||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
||||||||||||
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||
Geography:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Central
1
|
28
|
%
|
|
29
|
%
|
|
21
|
%
|
|
20
|
%
|
|
14
|
%
|
|
14
|
%
|
Florida
2
|
20
|
|
|
21
|
|
|
27
|
|
|
29
|
|
|
18
|
|
|
21
|
|
MidAtlantic
3
|
26
|
|
|
28
|
|
|
36
|
|
|
35
|
|
|
25
|
|
|
27
|
|
Other
|
26
|
|
|
22
|
|
|
16
|
|
|
16
|
|
|
43
|
|
|
38
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Summary of Credit Losses Experience (Post-Adoption)
|
|
|
|
|
Table 10
|
|
|||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Allowance for Credit Losses
|
|
|
|
|
|
||||||
Balance - beginning of period
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
1
|
|
|
—
|
|
|||
Provision for loan losses
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
|||
(Benefit)/provision for unfunded commitments
1
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
|||
Charge-offs:
|
|
|
|
|
|
||||||
Commercial loans
|
(803
|
)
|
|
(1,087
|
)
|
|
(1,432
|
)
|
|||
Residential loans
|
(1,275
|
)
|
|
(1,736
|
)
|
|
(1,707
|
)
|
|||
Consumer loans
|
(163
|
)
|
|
(195
|
)
|
|
(259
|
)
|
|||
Total charge-offs
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
|||
Recoveries:
|
|
|
|
|
|
||||||
Commercial loans
|
140
|
|
|
99
|
|
|
84
|
|
|||
Residential loans
|
18
|
|
|
20
|
|
|
17
|
|
|||
Consumer loans
|
43
|
|
|
44
|
|
|
59
|
|
|||
Total recoveries
|
201
|
|
|
163
|
|
|
160
|
|
|||
Net charge-offs
|
(2,040
|
)
|
|
(2,855
|
)
|
|
(3,238
|
)
|
|||
Balance - end of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
Unfunded commitments reserve
2
|
48
|
|
|
58
|
|
|
115
|
|
|||
Allowance for credit losses
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Average loans
|
|
$116,308
|
|
|
|
$113,925
|
|
|
|
$121,041
|
|
Period-end loans outstanding
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|||
Ratios:
|
|
|
|
|
|
||||||
ALLL to period-end loans
3,4
|
2.01
|
%
|
|
2.58
|
%
|
|
2.76
|
%
|
|||
ALLL to NPLs
5
|
85
|
%
|
|
73
|
%
|
|
59
|
%
|
|||
ALLL to net charge-offs
|
1.20x
|
|
|
1.04x
|
|
|
0.96x
|
|
|||
Net charge-offs to average loans
|
1.75
|
%
|
|
2.51
|
%
|
|
2.67
|
%
|
Summary of Credit Losses Experience (Pre-Adoption)
|
|
|
|
|
|
|
|
Table 11
|
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
|
|
$1,290
|
|
|
|
$1,047
|
|
Allowance associated with loans at fair value
1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Allowance from acquisitions & other activity, net
|
—
|
|
|
1
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|||||
Provision for loan losses
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
|
2,474
|
|
|
665
|
|
|||||
(Benefit)/provision for unfunded commitments
2
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
|
20
|
|
|
5
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
(268
|
)
|
|
(386
|
)
|
|
(613
|
)
|
|
(219
|
)
|
|
(134
|
)
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
(496
|
)
|
|
(591
|
)
|
|
(715
|
)
|
|
(449
|
)
|
|
(116
|
)
|
|||||
Construction
|
(334
|
)
|
|
(447
|
)
|
|
(507
|
)
|
|
(194
|
)
|
|
(12
|
)
|
|||||
Residential mortgages
3
|
(822
|
)
|
|
(1,281
|
)
|
|
(1,236
|
)
|
|
(525
|
)
|
|
(113
|
)
|
|||||
Commercial real estate
|
(137
|
)
|
|
(92
|
)
|
|
(32
|
)
|
|
(25
|
)
|
|
(2
|
)
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
(48
|
)
|
|
(50
|
)
|
|
(57
|
)
|
|
(42
|
)
|
|
(24
|
)
|
|||||
Indirect
|
(80
|
)
|
|
(84
|
)
|
|
(152
|
)
|
|
(193
|
)
|
|
(107
|
)
|
|||||
Credit cards
|
(56
|
)
|
|
(87
|
)
|
|
(86
|
)
|
|
(33
|
)
|
|
(7
|
)
|
|||||
Total charge-offs
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
|
(1,680
|
)
|
|
(515
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
57
|
|
|
46
|
|
|
40
|
|
|
24
|
|
|
23
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
40
|
|
|
40
|
|
|
30
|
|
|
16
|
|
|
8
|
|
|||||
Construction
|
29
|
|
|
12
|
|
|
8
|
|
|
3
|
|
|
1
|
|
|||||
Residential mortgages
|
22
|
|
|
21
|
|
|
18
|
|
|
8
|
|
|
6
|
|
|||||
Commercial real estate
|
8
|
|
|
(2
|
)
|
|
4
|
|
|
1
|
|
|
2
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
10
|
|
|||||
Indirect
|
32
|
|
|
33
|
|
|
49
|
|
|
54
|
|
|
41
|
|
|||||
Credit cards
|
5
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
1
|
|
|||||
Total recoveries
|
201
|
|
|
163
|
|
|
160
|
|
|
116
|
|
|
92
|
|
|||||
Net charge-offs
|
(2,040
|
)
|
|
(2,855
|
)
|
|
(3,238
|
)
|
|
(1,564
|
)
|
|
(423
|
)
|
|||||
Balance-end of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
|
|
$1,290
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
|
|
$2,351
|
|
|
|
$1,282
|
|
Unfunded commitments reserve
|
48
|
|
|
58
|
|
|
115
|
|
|
28
|
|
|
8
|
|
|||||
Allowance for credit losses
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
|
|
$1,290
|
|
Average loans
|
|
$116,308
|
|
|
|
$113,925
|
|
|
|
$121,041
|
|
|
|
$125,433
|
|
|
|
$120,081
|
|
Period-end loans outstanding
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|
126,998
|
|
|
122,319
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end loans
4
|
2.01
|
%
|
|
2.58
|
%
|
|
2.76
|
%
|
|
1.86
|
%
|
|
1.05
|
%
|
|||||
ALLL to NPLs
5
|
85
|
%
|
|
73
|
%
|
|
59
|
%
|
|
62
|
%
|
|
102
|
%
|
|||||
ALLL to net charge-offs
|
1.20x
|
|
|
1.04x
|
|
|
0.96x
|
|
|
1.50x
|
|
|
3.03x
|
|
|||||
Net charge-offs to average loans
|
1.75
|
%
|
|
2.51
|
%
|
|
2.67
|
%
|
|
1.25
|
%
|
|
0.35
|
%
|
Allowance for Loan Losses by Loan Segment (Post-Adoption)
|
|
|
|
|
|
Table 12
|
|
||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||||
(Dollars in millions)
|
ALLL
|
|
Segment ALLL
as a % of
total ALLL
|
|
Loan
segment
as a % of
total loans
|
|
ALLL
|
|
Segment
ALLL
as a % of
total ALLL
|
|
Loan segment
as a % of
total loans
|
|
ALLL
|
|
Segment
ALLL
as a % of
total ALLL
|
|
Loan segment
as a % of
total loans
|
||||||||||||
Commercial loans
|
|
$964
|
|
|
39
|
%
|
|
46
|
%
|
|
|
$1,303
|
|
|
44
|
%
|
|
46
|
%
|
|
|
$1,353
|
|
|
43
|
%
|
|
49
|
%
|
Residential loans
|
1,354
|
|
|
55
|
|
|
38
|
|
|
1,498
|
|
|
50
|
|
|
40
|
|
|
1,592
|
|
|
51
|
|
|
41
|
|
|||
Consumer loans
|
139
|
|
|
6
|
|
|
16
|
|
|
173
|
|
|
6
|
|
|
14
|
|
|
175
|
|
|
6
|
|
|
10
|
|
|||
Total
|
|
$2,457
|
|
|
100
|
%
|
|
100
|
%
|
|
|
$2,974
|
|
|
100
|
%
|
|
100
|
%
|
|
|
$3,120
|
|
|
100
|
%
|
|
100
|
%
|
Allowance for Loan Losses by Loan Segment (Pre-Adoption)
|
|
|
|
|
|
Table 13
|
|
||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Allocation by Loan Type
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$479
|
|
|
|
$477
|
|
|
|
$650
|
|
|
|
$631
|
|
|
|
$423
|
|
Real estate loans
|
1,820
|
|
|
2,238
|
|
|
2,268
|
|
|
1,523
|
|
|
664
|
|
|||||
Consumer loans
|
158
|
|
|
259
|
|
|
202
|
|
|
197
|
|
|
110
|
|
|||||
Unallocated
1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||
Total
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
|
|
$2,351
|
|
|
|
$1,282
|
|
Year-end Loan Types as a Percent of Total Loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
33
|
%
|
|
29
|
%
|
|
29
|
%
|
|
32
|
%
|
|
29
|
%
|
|||||
Real estate loans
|
50
|
|
|
56
|
|
|
60
|
|
|
58
|
|
|
61
|
|
|||||
Consumer loans
|
17
|
|
|
15
|
|
|
11
|
|
|
10
|
|
|
10
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Nonperforming Assets (Post-Adoption)
|
|
|
|
|
Table 14
|
|
|||||
|
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
||||||
Commercial loans
|
|
|
|
|
|
||||||
Commercial & industrial
|
|
$348
|
|
|
|
$584
|
|
|
|
$732
|
|
Commercial real estate
|
288
|
|
|
342
|
|
|
191
|
|
|||
Commercial construction
|
290
|
|
|
961
|
|
|
1,247
|
|
|||
Total commercial NPLs
|
926
|
|
|
1,887
|
|
|
2,170
|
|
|||
Residential loans
|
|
|
|
|
|
||||||
Residential mortgages - nonguaranteed
|
1,392
|
|
|
1,543
|
|
|
2,283
|
|
|||
Home equity products
|
338
|
|
|
355
|
|
|
367
|
|
|||
Residential construction
|
220
|
|
|
290
|
|
|
529
|
|
|||
Total residential NPLs
|
1,950
|
|
|
2,188
|
|
|
3,179
|
|
|||
Consumer loans
|
|
|
|
|
|
||||||
Other direct
|
7
|
|
|
10
|
|
|
8
|
|
|||
Indirect
|
20
|
|
|
25
|
|
|
45
|
|
|||
Total consumer NPLs
|
27
|
|
|
35
|
|
|
53
|
|
|||
Total nonaccrual/NPLs
|
2,903
|
|
|
4,110
|
|
|
5,402
|
|
|||
OREO
1
|
479
|
|
|
596
|
|
|
620
|
|
|||
Other repossessed assets
|
10
|
|
|
52
|
|
|
79
|
|
|||
Total nonperforming assets
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
$6,101
|
|
Accruing loans past due 90 days or more
2
|
|
$2,028
|
|
|
|
$1,565
|
|
|
|
$1,500
|
|
TDRs:
|
|
|
|
|
|
||||||
Accruing restructured loans
|
|
$2,820
|
|
|
|
$2,613
|
|
|
|
$1,641
|
|
Nonaccruing restructured loans
3
|
802
|
|
|
1,005
|
|
|
913
|
|
|||
Ratios:
|
|
|
|
|
|
||||||
NPLs to total loans
|
2.37
|
%
|
|
3.54
|
%
|
|
4.75
|
%
|
|||
Nonperforming assets to total loans plus OREO and other
repossessed assets
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
Nonperforming Assets (Pre-Adoption)
|
|
Table 15
|
|
||||||||||||||||
|
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$127
|
|
|
|
$255
|
|
|
|
$484
|
|
|
|
$322
|
|
|
|
$75
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction loans
|
390
|
|
|
1,013
|
|
|
1,484
|
|
|
1,277
|
|
|
295
|
|
|||||
Residential mortgages
|
1,655
|
|
|
1,988
|
|
|
2,716
|
|
|
1,847
|
|
|
841
|
|
|||||
Home equity lines
|
273
|
|
|
285
|
|
|
289
|
|
|
272
|
|
|
136
|
|
|||||
Commercial real estate
|
431
|
|
|
531
|
|
|
392
|
|
|
177
|
|
|
44
|
|
|||||
Consumer loans
|
27
|
|
|
38
|
|
|
37
|
|
|
45
|
|
|
39
|
|
|||||
Total nonaccrual/NPLs
|
2,903
|
|
|
4,110
|
|
|
5,402
|
|
|
3,940
|
|
|
1,430
|
|
|||||
OREO
1
|
479
|
|
|
596
|
|
|
620
|
|
|
500
|
|
|
184
|
|
|||||
Other repossessed assets
|
10
|
|
|
52
|
|
|
79
|
|
|
16
|
|
|
12
|
|
|||||
Total nonperforming assets
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
$6,101
|
|
|
|
$4,456
|
|
|
|
$1,626
|
|
Accruing loans past due 90 days or more
2
|
|
$2,028
|
|
|
|
$1,565
|
|
|
|
$1,500
|
|
|
|
$1,032
|
|
|
|
$611
|
|
TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,820
|
|
|
2,613
|
|
|
1,641
|
|
|
463
|
|
|
30
|
|
||||
Nonaccruing restructured loans
3
|
802
|
|
|
1,005
|
|
|
913
|
|
|
268
|
|
|
—
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to total loans
|
2.37
|
%
|
|
3.54
|
%
|
|
4.75
|
%
|
|
3.10
|
%
|
|
1.17
|
%
|
|||||
Nonperforming assets to total loans plus OREO
and other repossessed assets
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
|
3.49
|
|
|
1.33
|
|
Selected Residential TDR Data
|
|
|
|
|
|
|
|
|
|
|
Table 16
|
|
|||||||||||
|
2011
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Rate reduction
|
|
$473
|
|
|
|
$40
|
|
|
|
$513
|
|
|
|
$16
|
|
|
|
$69
|
|
|
|
$85
|
|
Term extension
|
20
|
|
|
10
|
|
|
30
|
|
|
2
|
|
|
24
|
|
|
26
|
|
||||||
Rate reduction and term extension
|
1,682
|
|
|
290
|
|
|
1,972
|
|
|
35
|
|
|
439
|
|
|
474
|
|
||||||
Other
2
|
20
|
|
|
3
|
|
|
23
|
|
|
2
|
|
|
15
|
|
|
17
|
|
||||||
Total
|
|
$2,195
|
|
|
|
$343
|
|
|
|
$2,538
|
|
|
|
$55
|
|
|
|
$547
|
|
|
|
$602
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
2010
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Rate reduction
|
|
$375
|
|
|
|
$48
|
|
|
|
$423
|
|
|
|
$26
|
|
|
|
$68
|
|
|
|
$94
|
|
Rate reduction and term extension
|
1,722
|
|
|
305
|
|
|
2,027
|
|
|
66
|
|
|
465
|
|
|
531
|
|
||||||
Other
2
|
42
|
|
|
15
|
|
|
57
|
|
|
3
|
|
|
31
|
|
|
34
|
|
||||||
Total
|
|
$2,139
|
|
|
|
$368
|
|
|
|
$2,507
|
|
|
|
$95
|
|
|
|
$564
|
|
|
|
$659
|
|
Trading Assets and Liabilities
|
|
|
|
|
Table 17
|
|
|||||
|
As of December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Trading Assets
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
|
$144
|
|
|
|
$187
|
|
|
|
$499
|
|
Federal agency securities
|
478
|
|
|
361
|
|
|
474
|
|
|||
U.S. states and political subdivisions
|
54
|
|
|
123
|
|
|
59
|
|
|||
MBS - agency
|
412
|
|
|
301
|
|
|
94
|
|
|||
MBS - private
|
1
|
|
|
15
|
|
|
6
|
|
|||
CDO/CLO securities
|
45
|
|
|
55
|
|
|
175
|
|
|||
ABS
|
37
|
|
|
59
|
|
|
51
|
|
|||
Corporate and other debt securities
|
344
|
|
|
743
|
|
|
466
|
|
|||
CP
|
229
|
|
|
14
|
|
|
1
|
|
|||
Equity securities
|
91
|
|
|
221
|
|
|
256
|
|
|||
Derivative contracts
1
|
2,414
|
|
|
2,743
|
|
|
2,610
|
|
|||
Trading loans
|
2,030
|
|
|
1,353
|
|
|
289
|
|
|||
Total trading assets
|
|
$6,279
|
|
|
|
$6,175
|
|
|
|
$4,980
|
|
|
|
|
|
|
|
||||||
Trading Liabilities
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
|
$569
|
|
|
|
$439
|
|
|
|
$190
|
|
MBS - agency
|
—
|
|
|
—
|
|
|
3
|
|
|||
Corporate and other debt securities
|
77
|
|
|
398
|
|
|
144
|
|
|||
Equity securities
|
37
|
|
|
—
|
|
|
8
|
|
|||
Derivative contracts
1
|
1,123
|
|
|
1,841
|
|
|
1,844
|
|
|||
Total trading liabilities
|
|
$1,806
|
|
|
|
$2,678
|
|
|
|
$2,189
|
|
|
December 31, 2010
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$5,446
|
|
|
|
$115
|
|
|
|
$45
|
|
|
|
$5,516
|
|
Federal agency securities
|
1,883
|
|
|
19
|
|
|
7
|
|
|
1,895
|
|
||||
U.S. states and political subdivisions
|
565
|
|
|
17
|
|
|
3
|
|
|
579
|
|
||||
MBS - agency
|
14,014
|
|
|
372
|
|
|
28
|
|
|
14,358
|
|
||||
MBS - private
|
378
|
|
|
3
|
|
|
34
|
|
|
347
|
|
||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||
ABS
|
798
|
|
|
15
|
|
|
5
|
|
|
808
|
|
||||
Corporate and other debt securities
|
464
|
|
|
19
|
|
|
1
|
|
|
482
|
|
||||
Coke common stock
|
—
|
|
|
1,973
|
|
|
—
|
|
|
1,973
|
|
||||
Other equity securities
1
|
886
|
|
|
1
|
|
|
—
|
|
|
887
|
|
||||
Total securities AFS
|
|
$24,484
|
|
|
|
$2,534
|
|
|
|
$123
|
|
|
|
$26,895
|
|
Maturity Distribution of Securities Available for Sale
|
|
|
|
|
|
Table 19
|
|
|||||||||||||
|
|
December 31, 2011
|
||||||||||||||||||
(Dollars in millions)
|
|
1 Year
or Less
|
|
1-5
Years
|
|
5-10
Years
|
|
After 10
Years
|
|
Total
|
||||||||||
Distribution of Maturities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$9
|
|
|
|
$212
|
|
|
|
$450
|
|
|
|
$—
|
|
|
|
$671
|
|
Federal agency securities
|
|
88
|
|
|
1,620
|
|
|
80
|
|
|
55
|
|
|
1,843
|
|
|||||
U.S. states and political subdivisions
|
|
135
|
|
|
223
|
|
|
22
|
|
|
57
|
|
|
437
|
|
|||||
MBS - agency
|
|
802
|
|
|
15,833
|
|
|
1,415
|
|
|
2,430
|
|
|
20,480
|
|
|||||
MBS - private
|
|
—
|
|
|
196
|
|
|
56
|
|
|
—
|
|
|
252
|
|
|||||
CDO/CLO securities
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
ABS
|
|
260
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|||||
Corporate and other debt securities
|
|
7
|
|
|
4
|
|
|
17
|
|
|
21
|
|
|
49
|
|
|||||
Total debt securities
|
|
|
$1,301
|
|
|
|
$18,338
|
|
|
|
$2,040
|
|
|
|
$2,563
|
|
|
|
$24,242
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$9
|
|
|
|
$223
|
|
|
|
$462
|
|
|
|
$—
|
|
|
|
$694
|
|
Federal agency securities
|
|
89
|
|
|
1,697
|
|
|
89
|
|
|
57
|
|
|
1,932
|
|
|||||
U.S. states and political subdivisions
|
|
138
|
|
|
239
|
|
|
22
|
|
|
55
|
|
|
454
|
|
|||||
MBS - agency
|
|
840
|
|
|
16,434
|
|
|
1,478
|
|
|
2,471
|
|
|
21,223
|
|
|||||
MBS - private
|
|
—
|
|
|
167
|
|
|
54
|
|
|
—
|
|
|
221
|
|
|||||
CDO/CLO securities
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
ABS
|
|
266
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|||||
Corporate and other debt securities
|
|
7
|
|
|
4
|
|
|
19
|
|
|
21
|
|
|
51
|
|
|||||
Total debt securities
|
|
|
$1,349
|
|
|
|
$19,012
|
|
|
|
$2,124
|
|
|
|
$2,604
|
|
|
|
$25,089
|
|
Weighted average yield (FTE)
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
1.45
|
%
|
|
1.99
|
%
|
|
2.15
|
%
|
|
—
|
%
|
|
2.09
|
%
|
|||||
Federal agency securities
|
|
3.37
|
|
|
2.30
|
|
|
3.92
|
|
|
3.89
|
|
|
2.47
|
|
|||||
U.S. states and political subdivisions
|
|
6.32
|
|
|
6.07
|
|
|
5.48
|
|
|
4.67
|
|
|
5.93
|
|
|||||
MBS - agency
|
|
3.04
|
|
|
3.07
|
|
|
3.88
|
|
|
3.49
|
|
|
3.30
|
|
|||||
MBS - private
|
|
—
|
|
|
8.27
|
|
|
7.87
|
|
|
—
|
|
|
8.18
|
|
|||||
CDO/CLO securities
|
|
—
|
|
|
2.95
|
|
|
—
|
|
|
—
|
|
|
2.95
|
|
|||||
ABS
|
|
1.85
|
|
|
3.81
|
|
|
—
|
|
|
—
|
|
|
2.50
|
|
|||||
Corporate and other debt securities
|
|
4.09
|
|
|
1.14
|
|
|
5.83
|
|
|
0.05
|
|
|
4.53
|
|
|||||
Total debt securities
|
|
3.30
|
%
|
|
3.09
|
%
|
|
3.65
|
%
|
|
3.53
|
%
|
|
3.18
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
|
|
|
Table 20
|
|
||||||||
|
|
December 31
|
|
Percent of Total
|
|||||||||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|||||||||
Noninterest-bearing
|
|
|
$31,045
|
|
|
|
$26,103
|
|
|
|
$24,249
|
|
|
25
|
%
|
|
22
|
%
|
|
20
|
%
|
NOW accounts
|
|
24,751
|
|
|
24,668
|
|
|
23,601
|
|
|
20
|
|
|
21
|
|
|
20
|
|
|||
Money market accounts
|
|
42,854
|
|
|
38,893
|
|
|
31,864
|
|
|
34
|
|
|
32
|
|
|
27
|
|
|||
Savings
|
|
4,535
|
|
|
4,028
|
|
|
3,664
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|||
Consumer time
|
|
12,451
|
|
|
14,232
|
|
|
16,718
|
|
|
10
|
|
|
12
|
|
|
14
|
|
|||
Other time
|
|
7,036
|
|
|
9,205
|
|
|
13,068
|
|
|
5
|
|
|
8
|
|
|
11
|
|
|||
Total consumer and commercial deposits
|
|
122,672
|
|
|
117,129
|
|
|
113,164
|
|
|
98
|
|
|
98
|
|
|
95
|
|
|||
Brokered time deposits
|
|
2,306
|
|
|
2,561
|
|
|
5,648
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|||
Foreign deposits
|
|
80
|
|
|
355
|
|
|
434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
|
$125,058
|
|
|
|
$120,045
|
|
|
|
$119,246
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Maturity of Consumer Time and Other Time Deposits in Amounts of $100,000 or More
|
|
Table 21
|
|
|||||||||||||
|
|
December 31, 2011
|
||||||||||||||
(Dollars in millions)
|
|
Consumer
Time
|
|
Brokered
Time
|
|
Foreign
Time
|
|
Total
|
||||||||
Months to maturity:
|
|
|
|
|
|
|
||||||||||
3 or less
|
|
|
$982
|
|
|
|
$35
|
|
|
|
$30
|
|
|
|
$1,047
|
|
Over 3 through 6
|
|
858
|
|
|
90
|
|
|
—
|
|
|
948
|
|
||||
Over 6 through 12
|
|
1,530
|
|
|
101
|
|
|
—
|
|
|
1,631
|
|
||||
Over 12
|
|
3,074
|
|
|
2,055
|
|
|
—
|
|
|
5,129
|
|
||||
Total
|
|
|
$6,444
|
|
|
|
$2,281
|
|
|
|
$30
|
|
|
|
$8,755
|
|
BORROWINGS
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Short-Term Borrowings
|
|
|
|
|
|
|
|
|
Table 22
|
|
|||||||
|
As of December 31
|
|
Daily Average
|
|
Maximum Outstanding at any Month-End
|
||||||||||||
(Dollars in millions)
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
|||||||||
2011
|
|
|
|
|
|
|
|
|
|
||||||||
Funds purchased
1
|
|
$839
|
|
|
0.09
|
%
|
|
|
$1,038
|
|
|
0.13
|
%
|
|
|
$1,169
|
|
Securities sold under agreements to repurchase
1
|
1,644
|
|
|
0.13
|
|
|
2,157
|
|
|
0.15
|
|
|
2,411
|
|
|||
FHLB advances
|
7,000
|
|
|
0.14
|
|
|
604
|
|
|
0.21
|
|
|
7,000
|
|
|||
Other short-term borrowings
2
|
1,983
|
|
|
0.50
|
|
|
2,861
|
|
|
0.39
|
|
|
3,218
|
|
|||
|
|||||||||||||||||
2010
|
|
|
|
|
|
|
|
|
|
||||||||
Funds purchased
1
|
|
$951
|
|
|
0.18
|
%
|
|
|
$1,226
|
|
|
0.19
|
%
|
|
|
$3,163
|
|
Securities sold under agreements to repurchase
1
|
2,180
|
|
|
0.17
|
|
|
2,416
|
|
|
0.15
|
|
|
2,830
|
|
|||
Other short-term borrowings
2
|
2,690
|
|
|
0.70
|
|
|
3,014
|
|
|
0.43
|
|
|
4,894
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
2009
|
|
|
|
|
|
|
|
|
|
||||||||
Funds purchased
1
|
|
$1,433
|
|
|
0.15
|
%
|
|
|
$1,670
|
|
|
0.19
|
%
|
|
|
$3,920
|
|
Securities sold under agreements to repurchase
1
|
1,871
|
|
|
0.11
|
|
|
2,483
|
|
|
0.18
|
|
|
3,333
|
|
|||
Other short-term borrowings
2
|
2,062
|
|
|
1.08
|
|
|
2,704
|
|
|
0.54
|
|
|
5,826
|
|
Long-Term Debt
|
|
|
|
Table 23
|
|
|||
(Dollars in millions)
|
|
|
||||||
Parent Company Only
|
|
2011
|
|
2010
|
||||
Senior, fixed rate
1
|
|
|
$2,719
|
|
|
|
$922
|
|
Senior, variable rate
|
|
1,527
|
|
|
1,512
|
|
||
Subordinated, fixed rate
|
|
200
|
|
|
200
|
|
||
Junior subordinated, fixed rate
|
|
1,197
|
|
|
1,693
|
|
||
Junior subordinated, variable rate
|
|
651
|
|
|
651
|
|
||
Total Parent Company debt
|
|
6,294
|
|
|
4,978
|
|
||
Subsidiaries
|
|
|
|
|
||||
Senior, fixed rate
|
|
350
|
|
|
2,640
|
|
||
Senior, variable rate
2
|
|
2,504
|
|
|
3,443
|
|
||
Subordinated, fixed rate
3
|
|
1,260
|
|
|
2,087
|
|
||
Subordinated, variable rate
|
|
500
|
|
|
500
|
|
||
Total subsidiaries debt
|
|
4,614
|
|
|
8,670
|
|
||
Total long-term debt
|
|
|
$10,908
|
|
|
|
$13,648
|
|
Capital Ratios
|
|
|
|
|
Table 24
|
|
|||||
|
As of December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Tier 1 capital
|
|
$14,490
|
|
|
|
$18,156
|
|
|
|
$18,069
|
|
Total capital
|
18,177
|
|
|
21,967
|
|
|
22,895
|
|
|||
RWA
|
132,940
|
|
|
132,819
|
|
|
139,380
|
|
|||
Tier 1 common equity:
|
|
|
|
|
|
||||||
Tier 1 capital
|
|
$14,490
|
|
|
|
$18,156
|
|
|
|
$18,069
|
|
Less:
|
|
|
|
|
|
||||||
Qualifying trust preferred securities
|
1,854
|
|
|
2,350
|
|
|
2,356
|
|
|||
Preferred stock
|
275
|
|
|
4,942
|
|
|
4,917
|
|
|||
Allowable minority interest
|
107
|
|
|
127
|
|
|
104
|
|
|||
Tier 1 common equity
|
|
$12,254
|
|
|
|
$10,737
|
|
|
|
$10,692
|
|
Risk-based ratios:
|
|
|
|
|
|
||||||
Tier 1 common equity
|
9.22
|
%
|
|
8.08
|
%
|
|
7.67
|
%
|
|||
Tier 1 capital
|
10.90
|
|
|
13.67
|
|
|
12.96
|
|
|||
Total capital
|
13.67
|
|
|
16.54
|
|
|
16.43
|
|
|||
Tier 1 leverage ratio
|
8.75
|
|
|
10.94
|
|
|
10.90
|
|
|||
Total shareholders’ equity to assets
|
11.35
|
|
|
13.38
|
|
|
12.94
|
|
Repurchase Request Activity
|
|
|
|
|
Table 26
|
|
|||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Beginning pending repurchase requests
|
|
$293
|
|
|
|
$326
|
|
|
|
$428
|
|
Repurchase requests received
|
1,736
|
|
|
1,130
|
|
|
1,075
|
|
|||
Repurchase requests resolved:
|
|
|
|
|
|
||||||
Repurchased
|
(789
|
)
|
|
(677
|
)
|
|
(708
|
)
|
|||
Cured
|
(650
|
)
|
|
(486
|
)
|
|
(469
|
)
|
|||
Total resolved
|
(1,439
|
)
|
|
(1,163
|
)
|
|
(1,177
|
)
|
|||
Ending pending repurchase requests
|
|
$590
|
|
|
|
$293
|
|
|
|
$326
|
|
|
|
|
|
|
|
||||||
Percent from non-agency investors:
|
|
|
|
|
|
||||||
Repurchase requests received
|
2.9
|
%
|
|
4.9
|
%
|
|
9.2
|
%
|
|||
Pending repurchase requests
|
2.0
|
%
|
|
9.9
|
%
|
|
11.3
|
%
|
•
|
pending repurchase demands,
|
•
|
the population of loans that have ever been 120 or more days past due, including loans currently delinquent that are expected to migrate to 120 days past due,
|
•
|
the probability that a repurchase request related to a loan that has ever been 120 or more days past due will be received,
|
•
|
the probability that a loan demanded for repurchase will be repurchased, and
|
•
|
historical loss experience.
|
Repurchase Rates and Loss Severity
|
|
|
|
|
|
Table 28
|
|
||||||||
(Dollars in billions)
|
2006
|
|
2007
|
|
2008
|
|
Total
|
||||||||
Repurchased
|
|
$0.8
|
|
|
|
$1.2
|
|
|
|
$0.2
|
|
|
|
$2.2
|
|
Cured
|
0.7
|
|
|
0.8
|
|
|
0.2
|
|
|
1.7
|
|
||||
Pending
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
|
0.5
|
|
||||
Total repurchase requests received
|
|
$1.6
|
|
|
|
$2.3
|
|
|
|
$0.5
|
|
|
|
$4.4
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase rate
|
53
|
%
|
|
61
|
%
|
|
60
|
%
|
|
58
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Losses recognized
|
|
$0.3
|
|
|
|
$0.6
|
|
|
|
$0.1
|
|
|
|
$1.0
|
|
Loss severity
|
42
|
%
|
|
51
|
%
|
|
48
|
%
|
|
47
|
%
|
||||
Loss severity last 12 months
|
56
|
%
|
|
57
|
%
|
|
48
|
%
|
|
55
|
%
|
Level 3 Assets and Liabilities
|
|
|
|
Table 29
|
|
|||
|
|
As of December 31,
|
||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
Trading assets
|
|
|
$49
|
|
|
|
$209
|
|
Securities AFS
|
|
1,041
|
|
|
1,136
|
|
||
LHFS
|
|
1
|
|
|
7
|
|
||
LHFI
|
|
433
|
|
|
492
|
|
||
Other intangible assets
1
|
|
921
|
|
|
1,439
|
|
||
Other assets
2
|
|
84
|
|
|
18
|
|
||
Total level 3 assets
|
|
|
$2,529
|
|
|
|
$3,301
|
|
Total assets
|
|
|
$176,859
|
|
|
|
$172,874
|
|
Total assets measured at fair value
|
|
|
$38,445
|
|
|
|
$38,410
|
|
Level 3 assets as a percent of total assets
|
|
1.4
|
%
|
|
1.9
|
%
|
||
Level 3 assets as a percent of total assets measured at fair value
|
|
6.6
|
|
|
8.6
|
|
||
Trading liabilities
|
|
|
$189
|
|
|
|
$145
|
|
Other liabilities
2,3
|
|
22
|
|
|
42
|
|
||
Total level 3 liabilities
|
|
|
$211
|
|
|
|
$187
|
|
Total liabilities
|
|
|
$156,793
|
|
|
|
$149,744
|
|
Total liabilities measured at fair value
|
|
|
$4,905
|
|
|
|
$6,842
|
|
Level 3 liabilities as a percent of total liabilities
|
|
0.1
|
%
|
|
0.1
|
%
|
||
Level 3 liabilities as a percent of total liabilities measured at fair value
|
|
4.3
|
|
|
2.7
|
|
||
1
MSRs carried at fair value
2 Includes IRLCs
3
Includes Visa derivative
|
|
|
|
|
Branch Banking
|
12%
|
Diversified Commercial Banking
|
27%
|
CIB
|
36%
|
W&IM
|
150%
|
•
|
recent data observed in the market, including similar assets,
|
•
|
cash flow modeling based on projected cash flows and market discount rates,
|
•
|
market indices,
|
•
|
estimated net realizable value of the underlying collateral, and
|
•
|
price indications from independent third parties.
|
•
|
Identify, measure, analyze, manage, and report risk at the transaction, portfolio, and corporate levels;
|
•
|
Optimize decision making;
|
•
|
Promote sound processes and regulatory compliance;
|
•
|
Maximize shareholder value; and
|
•
|
Help people and institutions prosper.
|
Interest Rate Sensitivity from an Economic Perspective
|
|
|
Table 30
|
|
Estimated % Change in Net Interest Income
Over 12 Months |
||
(Basis points)
|
December 31, 2011
|
|
December 31, 2010
|
Rate Change
|
|
|
|
+100
|
1.5%
|
|
0.2%
|
-100
1
|
(1.8)%
|
|
(0.9)%
|
Interest Rate Sensitivity from a Financial Reporting Perspective
|
|
|
Table 31
|
|
Estimated % Change in Net Interest Income
Over 12 Months |
||
(Basis points)
|
December 31, 2011
|
|
December 31, 2010
|
Rate Change
|
|
|
|
+100
|
1.8%
|
|
0.5%
|
-100
1
|
(2.0)%
|
|
(1.0)%
|
Market Value of Equity Sensitivity
|
|
|
Table 32
|
|
Estimated % Change in MVE
|
||
(Basis points)
|
December 31, 2011
|
|
December 31, 2010
|
Rate Change
|
|
|
|
+100
|
(2.4)%
|
|
(3.4)%
|
-100
1
|
(0.9)%
|
|
1.1%
|
Value at Risk Profile
|
|
|
Table 33
|
|
Year Ended December 31
|
||
(Dollars in millions)
|
2011
|
|
2010
|
Average VAR
|
$5
|
|
$9
|
High VAR
|
$7
|
|
$15
|
Low VAR
|
$3
|
|
$6
|
Debt Credit Ratings and Outlook
|
|
|
|
|
|
|
Table 35
|
|
As of December 31, 2011
|
||||||
|
Moody’s
|
|
S&P
|
|
Fitch
|
|
DBRS
|
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
Short-term
|
P-2
|
|
A-2
|
|
F2
|
|
R-1 (low)
|
Senior long-term
|
Baa1
|
|
BBB
|
|
BBB+
|
|
A (low)
|
SunTrust Bank
|
|
|
|
|
|
|
|
Short-term
|
P-2
|
|
A-2
|
|
F2
|
|
R-1 (low)
|
Senior long-term
|
A3
|
|
BBB+
|
|
BBB+
|
|
A
|
Outlook
|
Stable
|
|
Stable
|
|
Positive
|
|
Stable
|
Unfunded Lending Commitments
|
|
|
Table 36
|
|
|||
(Dollars in millions)
|
December 31, 2011
|
|
December 31, 2010
|
||||
Unused lines of credit:
|
|
|
|
||||
Commercial
|
|
$35,685
|
|
|
|
$34,363
|
|
Mortgage commitments
1
|
7,833
|
|
|
9,159
|
|
||
Home equity lines
|
12,730
|
|
|
13,557
|
|
||
Commercial real estate
|
1,465
|
|
|
1,579
|
|
||
CP conduit
|
765
|
|
|
1,091
|
|
||
Credit card
|
3,526
|
|
|
3,561
|
|
||
Total unused lines of credit
|
|
$62,004
|
|
|
|
$63,310
|
|
Letters of credit:
|
|
|
|
||||
Financial standby
|
|
$5,081
|
|
|
|
$6,263
|
|
Performance standby
|
70
|
|
|
108
|
|
||
Commercial
|
55
|
|
|
68
|
|
||
Total letters of credit
|
|
$5,206
|
|
|
|
$6,439
|
|
|
|
|
|
|
|
|
|
|
Table 37
|
|
|||||||||
|
As of December 31, 2011
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Time deposit maturities
1
|
|
$9,851
|
|
|
|
$3,593
|
|
|
|
$4,688
|
|
|
|
$3
|
|
|
|
$18,135
|
|
Brokered time deposit
1
|
226
|
|
|
1,540
|
|
|
430
|
|
|
85
|
|
|
2,281
|
|
|||||
Short-term borrowings
1
|
11,466
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,466
|
|
|||||
Long-term debt
1,2
|
2,360
|
|
|
153
|
|
|
1,917
|
|
|
6,466
|
|
|
10,896
|
|
|||||
Operating lease obligations
|
214
|
|
|
399
|
|
|
346
|
|
|
509
|
|
|
1,468
|
|
|||||
Capital lease obligations
1
|
1
|
|
|
2
|
|
|
3
|
|
|
6
|
|
|
12
|
|
|||||
Purchase obligations
3
|
81
|
|
|
296
|
|
|
184
|
|
|
146
|
|
|
707
|
|
|||||
Total
|
|
$24,199
|
|
|
|
$5,983
|
|
|
|
$7,568
|
|
|
|
$7,215
|
|
|
|
$44,965
|
|
SELECTED QUARTERLY FINANCIAL DATA
|
|
|
Table 38
|
|||||||||||||||||||||
|
Three Months Ended
|
|||||||||||||||||||||||
|
2011
|
2010
|
||||||||||||||||||||||
(Dollars in millions, except per share data)
|
December 31
|
September 30
|
June 30
|
March 31
|
December 31
|
September 30
|
June 30
|
March 31
|
||||||||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
$1,543
|
|
|
$1,538
|
|
|
$1,546
|
|
|
$1,554
|
|
|
$1,595
|
|
|
$1,604
|
|
|
$1,570
|
|
|
$1,574
|
|
Interest expense
|
249
|
|
275
|
|
287
|
|
305
|
|
329
|
|
366
|
|
392
|
|
402
|
|
||||||||
Net interest income
|
1,294
|
|
1,263
|
|
1,259
|
|
1,249
|
|
1,266
|
|
1,238
|
|
1,178
|
|
1,172
|
|
||||||||
Provision for credit losses
|
327
|
|
347
|
|
392
|
|
447
|
|
512
|
|
615
|
|
662
|
|
862
|
|
||||||||
Net interest income after provision for credit losses
|
967
|
|
916
|
|
867
|
|
802
|
|
754
|
|
623
|
|
516
|
|
310
|
|
||||||||
Noninterest income
1
|
723
|
|
903
|
|
912
|
|
883
|
|
1,032
|
|
1,047
|
|
952
|
|
698
|
|
||||||||
Noninterest expense
|
1,667
|
|
1,560
|
|
1,542
|
|
1,465
|
|
1,548
|
|
1,499
|
|
1,503
|
|
1,361
|
|
||||||||
Net income/(loss) before provision/(benefit) for income taxes
|
23
|
|
259
|
|
237
|
|
220
|
|
238
|
|
171
|
|
(35
|
)
|
(353
|
)
|
||||||||
(Benefit)/provision for income taxes
|
(57
|
)
|
45
|
|
58
|
|
33
|
|
45
|
|
14
|
|
(50
|
)
|
(194
|
)
|
||||||||
Net income/(loss) attributable to noncontrolling interest
|
6
|
|
(1
|
)
|
1
|
|
7
|
|
8
|
|
4
|
|
3
|
|
2
|
|
||||||||
Net income/(loss)
|
|
$74
|
|
|
$215
|
|
|
$178
|
|
|
$180
|
|
|
$185
|
|
|
$153
|
|
|
$12
|
|
|
($161
|
)
|
Net income/(loss) available to common shareholders
|
|
$71
|
|
|
$211
|
|
|
$174
|
|
|
$38
|
|
|
$114
|
|
|
$84
|
|
|
($56
|
)
|
|
($229
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income - FTE
2
|
|
$1,324
|
|
|
$1,293
|
|
|
$1,286
|
|
|
$1,277
|
|
|
$1,294
|
|
|
$1,266
|
|
|
$1,208
|
|
|
$1,202
|
|
Total revenue - FTE
2
|
2,047
|
|
2,196
|
|
2,198
|
|
2,160
|
|
2,326
|
|
2,313
|
|
2,160
|
|
1,900
|
|
||||||||
Total revenue - FTE excluding securities gains, net
2
|
2,028
|
|
2,194
|
|
2,166
|
|
2,096
|
|
2,262
|
|
2,244
|
|
2,103
|
|
1,899
|
|
||||||||
Net income/(loss) per average common share:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
3
|
0.13
|
|
0.39
|
|
0.33
|
|
0.08
|
|
0.23
|
|
0.17
|
|
(0.11
|
)
|
(0.46
|
)
|
||||||||
Diluted excluding effect of accelerated accretion associated with the repurchase of preferred stock issued to the U.S. Treasury
2, 3
|
0.13
|
|
0.39
|
|
0.33
|
|
0.22
|
|
0.23
|
|
0.17
|
|
(0.11
|
)
|
(0.46
|
)
|
||||||||
Basic
|
0.13
|
|
0.40
|
|
0.33
|
|
0.08
|
|
0.23
|
|
0.17
|
|
(0.11
|
)
|
(0.46
|
)
|
||||||||
Dividends paid per average common share
|
|
$0.05
|
|
|
$0.05
|
|
|
$0.01
|
|
|
$0.01
|
|
|
$0.01
|
|
|
$0.01
|
|
|
$0.01
|
|
|
$0.01
|
|
Book value per common share
|
36.86
|
|
37.29
|
|
36.30
|
|
35.49
|
|
36.34
|
|
37.01
|
|
36.19
|
|
35.40
|
|
||||||||
Tangible book value per common share
2
|
25.18
|
|
25.60
|
|
24.57
|
|
23.79
|
|
23.76
|
|
24.42
|
|
23.58
|
|
22.76
|
|
||||||||
Market capitalization
|
9,504
|
|
9,639
|
|
13,852
|
|
15,482
|
|
14,768
|
|
12,914
|
|
11,648
|
|
13,391
|
|
||||||||
Market price:
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
21.31
|
|
26.52
|
|
30.13
|
|
33.14
|
|
29.82
|
|
27.05
|
|
31.92
|
|
28.39
|
|
||||||||
Low
|
15.79
|
|
16.51
|
|
24.63
|
|
27.38
|
|
23.25
|
|
21.79
|
|
23.12
|
|
20.16
|
|
||||||||
Close
|
17.70
|
|
17.95
|
|
25.80
|
|
28.84
|
|
29.51
|
|
25.83
|
|
23.30
|
|
26.79
|
|
||||||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$174,085
|
|
|
$172,076
|
|
|
$170,527
|
|
|
$173,066
|
|
|
$174,768
|
|
|
$171,999
|
|
|
$171,273
|
|
|
$171,429
|
|
Earning assets
|
151,561
|
|
146,836
|
|
145,985
|
|
146,786
|
|
149,114
|
|
147,249
|
|
145,464
|
|
146,896
|
|
||||||||
Loans
|
119,474
|
|
115,638
|
|
114,920
|
|
115,162
|
|
114,930
|
|
113,322
|
|
113,016
|
|
114,435
|
|
||||||||
Consumer and commercial deposits
|
125,072
|
|
122,974
|
|
121,879
|
|
120,710
|
|
119,688
|
|
117,233
|
|
116,460
|
|
115,084
|
|
||||||||
Brokered time and foreign deposits
|
2,293
|
|
2,312
|
|
2,340
|
|
2,606
|
|
2,827
|
|
2,740
|
|
2,670
|
|
3,433
|
|
||||||||
Total shareholders’ equity
|
20,208
|
|
20,000
|
|
19,509
|
|
23,107
|
|
23,576
|
|
23,091
|
|
22,313
|
|
22,338
|
|
||||||||
Average common shares - diluted (thousands)
|
535,717
|
|
535,395
|
|
535,416
|
|
503,503
|
|
499,423
|
|
498,802
|
|
498,999
|
|
498,238
|
|
||||||||
Average common shares - basic (thousands)
|
532,146
|
|
531,928
|
|
531,792
|
|
499,669
|
|
495,710
|
|
495,501
|
|
495,351
|
|
494,871
|
|
||||||||
Financial Ratios (Annualized)
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
0.17
|
%
|
0.50
|
%
|
0.42
|
%
|
0.42
|
%
|
0.42
|
%
|
0.35
|
%
|
0.03
|
%
|
(0.38
|
)%
|
||||||||
ROE
|
1.41
|
|
4.23
|
|
3.61
|
|
0.84
|
|
2.44
|
|
1.83
|
|
1.29
|
|
(5.34
|
)
|
||||||||
Net interest margin - FTE
|
3.46
|
|
3.49
|
|
3.53
|
|
3.53
|
|
3.44
|
|
3.41
|
|
3.33
|
|
3.32
|
|
||||||||
Efficiency ratio
4
|
81.45
|
|
71.05
|
|
70.17
|
|
67.83
|
|
66.57
|
|
64.80
|
|
69.57
|
|
71.60
|
|
||||||||
Tangible efficiency ratio
2
|
80.99
|
|
70.55
|
|
69.64
|
|
67.32
|
|
66.07
|
|
64.24
|
|
68.96
|
|
70.91
|
|
||||||||
Total average shareholders’ equity to total average assets
|
11.61
|
|
11.62
|
|
11.44
|
|
13.35
|
|
13.49
|
|
13.42
|
|
13.03
|
|
13.03
|
|
||||||||
Tangible equity to tangible assets
2
|
8.10
|
|
8.38
|
|
8.07
|
|
7.87
|
|
10.12
|
|
10.19
|
|
10.18
|
|
9.86
|
|
||||||||
Effective tax rate/(benefit)
6
|
NM
|
|
17.33
|
|
24.45
|
|
15.54
|
|
19.66
|
|
8.25
|
|
NM
|
|
NM
|
|
||||||||
Allowance to period-end loans
|
2.01
|
|
2.22
|
|
2.40
|
|
2.49
|
|
2.58
|
|
2.69
|
|
2.81
|
|
2.80
|
|
Total nonperforming assets to total loans plus OREO, other repossessed assets, and nonperforming LHFS
|
2.76
|
|
3.19
|
|
3.56
|
|
3.95
|
|
4.08
|
|
4.38
|
|
4.81
|
|
5.26
|
|
||||||||
Common dividend payout ratio
5
|
37.6
|
|
12.7
|
|
3.1
|
|
13.2
|
|
4.4
|
|
6.0
|
|
N/A
|
|
N/A
|
|
||||||||
Capital Adequacy
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tier 1 common equity
|
9.22
|
%
|
9.31
|
%
|
9.22
|
%
|
9.05
|
%
|
8.08
|
%
|
8.02
|
%
|
7.92
|
%
|
7.70
|
%
|
||||||||
Tier 1 capital
|
10.90
|
|
11.10
|
|
11.11
|
|
11.00
|
|
13.67
|
|
13.58
|
|
13.51
|
|
13.13
|
|
||||||||
Total capital
|
13.67
|
|
13.91
|
|
14.01
|
|
13.92
|
|
16.54
|
|
16.42
|
|
16.96
|
|
16.68
|
|
||||||||
Tier 1 leverage
|
8.75
|
|
8.90
|
|
8.92
|
|
8.72
|
|
10.94
|
|
11.03
|
|
10.94
|
|
10.95
|
|
||||||||
1
Includes net securities gains
|
|
$19
|
|
|
$2
|
|
|
$32
|
|
|
$64
|
|
|
$64
|
|
|
$69
|
|
|
$57
|
|
|
$1
|
|
Net Income/(Loss) by Segment
|
|
|
|
|
Table 39
|
|
|||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Retail Banking
|
|
$193
|
|
|
|
$73
|
|
|
|
($203
|
)
|
Diversified Commercial Banking
|
269
|
|
|
203
|
|
|
157
|
|
|||
CRE
|
(310
|
)
|
|
(329
|
)
|
|
(591
|
)
|
|||
CIB
|
355
|
|
|
320
|
|
|
117
|
|
|||
Mortgage
|
(693
|
)
|
|
(787
|
)
|
|
(975
|
)
|
|||
W&IM
|
160
|
|
|
138
|
|
|
100
|
|
|||
Corporate Other and Treasury
|
447
|
|
|
489
|
|
|
381
|
|
Average Loans and Deposits by Segment
|
|
|
|
|
|
|
|
|
|
|
Table 40
|
|
|||||||||||
|
Average Loans
|
|
Average Consumer and Commercial Deposits
|
||||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||
Retail Banking
|
|
$35,648
|
|
|
|
$33,511
|
|
|
|
$33,156
|
|
|
|
$76,751
|
|
|
|
$75,143
|
|
|
|
$72,751
|
|
Diversified Commercial Banking
|
23,097
|
|
|
22,571
|
|
|
24,396
|
|
|
19,519
|
|
|
18,539
|
|
|
17,652
|
|
||||||
CRE
|
7,045
|
|
|
9,704
|
|
|
12,509
|
|
|
1,541
|
|
|
1,546
|
|
|
1,885
|
|
||||||
CIB
|
13,717
|
|
|
10,876
|
|
|
12,843
|
|
|
8,511
|
|
|
6,723
|
|
|
5,855
|
|
||||||
Mortgage
|
29,128
|
|
|
29,043
|
|
|
29,599
|
|
|
3,084
|
|
|
3,135
|
|
|
3,134
|
|
||||||
W&IM
|
7,503
|
|
|
8,015
|
|
|
8,346
|
|
|
12,349
|
|
|
11,315
|
|
|
11,185
|
|
||||||
Corporate Other and Treasury
|
170
|
|
|
205
|
|
|
192
|
|
|
917
|
|
|
728
|
|
|
702
|
|
Reconcilement of Non-U.S. GAAP Measures – Annual
|
|
|
|
|
|
|
|
|
|
Table 41
|
|
|||||||||
|
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions, except per share and other data)
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
Net income/(loss)
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
|
|
$796
|
|
|
|
$1,634
|
|
Preferred dividends, Series A
|
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|
(30
|
)
|
|||||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
(66
|
)
|
|
(267
|
)
|
|
(266
|
)
|
|
(27
|
)
|
|
—
|
|
|||||
Accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Dividends and undistributed earnings allocated to unvested shares
|
|
(5
|
)
|
|
(2
|
)
|
|
17
|
|
|
(6
|
)
|
|
(11
|
)
|
|||||
Gain on purchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|||||
Net income/(loss) available to common shareholders
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
|
|
$1,593
|
|
Goodwill/intangible impairment charges other than MSRs attributable to common shareholders, after tax of $36 million and $18 million in 2009 and 2008, respectively
|
|
—
|
|
|
—
|
|
|
715
|
|
|
27
|
|
|
—
|
|
|||||
Net income/(loss) available to common shareholders excluding goodwill/intangible impairment charges other than MSRs, after tax
1
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,018
|
)
|
|
|
$768
|
|
|
|
$1,593
|
|
Net income/(loss) available to common shareholders excluding accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
1
|
|
|
$569
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
|
|
$1,593
|
|
Efficiency ratio
2
|
|
72.49
|
%
|
|
67.94
|
%
|
|
79.07
|
%
|
|
63.83
|
%
|
|
63.28
|
%
|
|||||
Impact of excluding impairment/amortization of goodwill/intangible assets other than MSRs
|
|
(0.50
|
)
|
|
(0.58
|
)
|
|
(9.72
|
)
|
|
(1.32
|
)
|
|
(1.17
|
)
|
|||||
Tangible efficiency ratio
3
|
|
71.99
|
%
|
|
67.36
|
%
|
|
69.35
|
%
|
|
62.51
|
%
|
|
62.11
|
%
|
|||||
Total shareholders’ equity
|
|
|
$20,066
|
|
|
|
$23,130
|
|
|
|
$22,531
|
|
|
|
$22,501
|
|
|
|
$18,170
|
|
Goodwill, net of deferred taxes
4
|
|
(6,190
|
)
|
|
(6,189
|
)
|
|
(6,204
|
)
|
|
(6,941
|
)
|
|
(6,921
|
)
|
|||||
Other intangible assets, net of deferred taxes, and MSRs
5
|
|
(1,001
|
)
|
|
(1,545
|
)
|
|
(1,671
|
)
|
|
(978
|
)
|
|
(1,309
|
)
|
|||||
MSRs
|
|
921
|
|
|
1,439
|
|
|
1,540
|
|
|
810
|
|
|
1,049
|
|
|||||
Tangible equity
|
|
13,796
|
|
|
16,835
|
|
|
16,196
|
|
|
15,392
|
|
|
10,989
|
|
|||||
Preferred stock
|
|
(275
|
)
|
|
(4,942
|
)
|
|
(4,917
|
)
|
|
(5,222
|
)
|
|
(500
|
)
|
|||||
Tangible common equity
|
|
|
$13,521
|
|
|
|
$11,893
|
|
|
|
$11,279
|
|
|
|
$10,170
|
|
|
|
$10,489
|
|
Total assets
|
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
$174,165
|
|
|
|
$189,138
|
|
|
|
$179,574
|
|
Goodwill
|
|
(6,344
|
)
|
|
(6,323
|
)
|
|
(6,319
|
)
|
|
(7,044
|
)
|
|
(6,921
|
)
|
|||||
Other intangible assets including MSRs
|
|
(1,017
|
)
|
|
(1,571
|
)
|
|
(1,711
|
)
|
|
(1,035
|
)
|
|
(1,363
|
)
|
|||||
MSRs
|
|
921
|
|
|
1,439
|
|
|
1,540
|
|
|
810
|
|
|
1,049
|
|
|||||
Tangible assets
|
|
|
$170,419
|
|
|
|
$166,419
|
|
|
|
$167,675
|
|
|
|
$181,869
|
|
|
|
$172,339
|
|
Tangible equity to tangible assets
6
|
|
8.10
|
%
|
|
10.12
|
%
|
|
9.66
|
%
|
|
8.46
|
%
|
|
6.38
|
%
|
|||||
Tangible book value per common share
7
|
|
|
$25.18
|
|
|
|
$23.76
|
|
|
|
$22.59
|
|
|
|
$28.69
|
|
|
|
$30.11
|
|
Net interest income
|
|
|
$5,065
|
|
|
|
$4,854
|
|
|
|
$4,466
|
|
|
|
$4,620
|
|
|
|
$4,720
|
|
Taxable-equivalent adjustment
|
|
114
|
|
|
116
|
|
|
123
|
|
|
117
|
|
|
102
|
|
|||||
Net interest income-FTE
|
|
5,179
|
|
|
4,970
|
|
|
4,589
|
|
|
4,737
|
|
|
4,822
|
|
|||||
Noninterest income
|
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|
4,473
|
|
|
3,429
|
|
|||||
Total revenue-FTE
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|
9,210
|
|
|
8,251
|
|
|||||
Net securities gains
|
|
(117
|
)
|
|
(191
|
)
|
|
(98
|
)
|
|
(1,073
|
)
|
|
(243
|
)
|
|||||
Total revenue-FTE excluding net securities gains
8
|
|
|
$8,483
|
|
|
|
$8,508
|
|
|
|
$8,201
|
|
|
|
$8,137
|
|
|
|
$8,008
|
|
Tier 1 Capital excluding impact of preferred stock issued to U.S. Treasury
9
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 Capital
|
|
|
$14,490
|
|
|
|
$18,156
|
|
|
|
$18,069
|
|
|
|
$17,614
|
|
|
|
$11,425
|
|
Preferred stock issued to U.S. Treasury
|
|
—
|
|
|
(4,770
|
)
|
|
(4,745
|
)
|
|
(4,722
|
)
|
|
—
|
|
|||||
Tier 1 Capital excluding preferred stock issued to U.S. Treasury
|
|
|
$14,490
|
|
|
|
$13,386
|
|
|
|
$13,324
|
|
|
|
$12,892
|
|
|
|
$11,425
|
|
Risk Weighted Assets
|
|
|
$132,940
|
|
|
|
$132,819
|
|
|
|
$139,380
|
|
|
|
$162,046
|
|
|
|
$164,932
|
|
Tier 1 Capital ratio excluding impact of preferred stock issued to U.S. Treasury
|
|
10.90
|
%
|
|
10.08
|
%
|
|
9.56
|
%
|
|
7.96
|
%
|
|
6.93
|
%
|
Reconcilement of Non-U.S. GAAP Measures – Quarterly
|
|
|
|
|
|
|
|
|
|
|
|
Table 42
|
|
|||||||||||||||||||
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions, except per share
and other data)
|
|
2011
|
|
2010
|
||||||||||||||||||||||||||||
December 31
|
|
|
September 30
|
|
|
June 30
|
|
|
March 31
|
|
|
December 31
|
|
|
September 30
|
|
|
June 30
|
|
|
March 31
|
|
||||||||||
Net income/(loss)
|
|
|
$74
|
|
|
|
$215
|
|
|
|
$178
|
|
|
|
$180
|
|
|
|
$185
|
|
|
|
$153
|
|
|
|
$12
|
|
|
|
($161
|
)
|
Preferred dividends, Series A
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(67
|
)
|
|
(67
|
)
|
|
(66
|
)
|
|
(66
|
)
|
||||||||
Accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends and undistributed earnings allocated to unvested shares
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income/(loss) available to common shareholders
|
|
|
$71
|
|
|
|
$211
|
|
|
|
$174
|
|
|
|
$38
|
|
|
|
$114
|
|
|
|
$84
|
|
|
|
($56
|
)
|
|
|
($229
|
)
|
Net income/(loss) available to common shareholders excluding accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
1
|
|
|
$71
|
|
|
|
$211
|
|
|
|
$174
|
|
|
|
$112
|
|
|
|
$114
|
|
|
|
$84
|
|
|
|
($56
|
)
|
|
|
($229
|
)
|
Efficiency ratio
2
|
|
81.45
|
%
|
|
71.05
|
%
|
|
70.17
|
%
|
|
67.83
|
%
|
|
66.57
|
%
|
|
64.80
|
%
|
|
69.57
|
%
|
|
71.60
|
%
|
||||||||
Impact of excluding amortization of intangible assets
|
|
(0.46
|
)
|
|
(0.50
|
)
|
|
(0.53
|
)
|
|
(0.51
|
)
|
|
(0.50
|
)
|
|
(0.56
|
)
|
|
(0.61
|
)
|
|
(0.69
|
)
|
||||||||
Tangible efficiency ratio
3
|
|
80.99
|
%
|
|
70.55
|
%
|
|
69.64
|
%
|
|
67.32
|
%
|
|
66.07
|
%
|
|
64.24
|
%
|
|
68.96
|
%
|
|
70.91
|
%
|
||||||||
Total shareholders’ equity
|
|
|
$20,066
|
|
|
|
$20,200
|
|
|
|
$19,660
|
|
|
|
$19,223
|
|
|
|
$23,130
|
|
|
|
$23,438
|
|
|
|
$23,024
|
|
|
|
$22,620
|
|
Goodwill, net of deferred taxes
4
|
|
(6,190
|
)
|
|
(6,195
|
)
|
|
(6,199
|
)
|
|
(6,185
|
)
|
|
(6,189
|
)
|
|
(6,192
|
)
|
|
(6,197
|
)
|
|
(6,202
|
)
|
||||||||
Other intangible assets, net of deferred taxes, and MSRs
5
|
|
(1,001
|
)
|
|
(1,120
|
)
|
|
(1,518
|
)
|
|
(1,635
|
)
|
|
(1,545
|
)
|
|
(1,174
|
)
|
|
(1,409
|
)
|
|
(1,761
|
)
|
||||||||
MSRs
|
|
921
|
|
|
1,033
|
|
|
1,423
|
|
|
1,538
|
|
|
1,439
|
|
|
1,072
|
|
|
1,298
|
|
|
1,641
|
|
||||||||
Tangible equity
|
|
13,796
|
|
|
13,918
|
|
|
13,366
|
|
|
12,941
|
|
|
16,835
|
|
|
17,144
|
|
|
16,716
|
|
|
16,298
|
|
||||||||
Preferred stock
|
|
(275
|
)
|
|
(172
|
)
|
|
(172
|
)
|
|
(172
|
)
|
|
(4,942
|
)
|
|
(4,936
|
)
|
|
(4,929
|
)
|
|
(4,923
|
)
|
||||||||
Tangible common equity
|
|
|
$13,521
|
|
|
|
$13,746
|
|
|
|
$13,194
|
|
|
|
$12,769
|
|
|
|
$11,893
|
|
|
|
$12,208
|
|
|
|
$11,787
|
|
|
|
$11,375
|
|
Total assets
|
|
|
$176,859
|
|
|
|
$172,553
|
|
|
|
$172,173
|
|
|
|
$170,794
|
|
|
|
$172,874
|
|
|
|
$174,703
|
|
|
|
$170,668
|
|
|
|
$171,796
|
|
Goodwill
|
|
(6,344
|
)
|
|
(6,344
|
)
|
|
(6,343
|
)
|
|
(6,324
|
)
|
|
(6,323
|
)
|
|
(6,323
|
)
|
|
(6,323
|
)
|
|
(6,323
|
)
|
||||||||
Other intangible assets including MSRs
|
|
(1,017
|
)
|
|
(1,138
|
)
|
|
(1,539
|
)
|
|
(1,659
|
)
|
|
(1,571
|
)
|
|
(1,204
|
)
|
|
(1,443
|
)
|
|
(1,800
|
)
|
||||||||
MSRs
|
|
921
|
|
|
1,033
|
|
|
1,423
|
|
|
1,538
|
|
|
1,439
|
|
|
1,072
|
|
|
1,298
|
|
|
1,641
|
|
||||||||
Tangible assets
|
|
|
$170,419
|
|
|
|
$166,104
|
|
|
|
$165,714
|
|
|
|
$164,349
|
|
|
|
$166,419
|
|
|
|
$168,248
|
|
|
|
$164,200
|
|
|
|
$165,314
|
|
Tangible equity to tangible assets
6
|
|
8.10
|
%
|
|
8.38
|
%
|
|
8.07
|
%
|
|
7.87
|
%
|
|
10.12
|
%
|
|
10.19
|
%
|
|
10.18
|
%
|
|
9.86
|
%
|
||||||||
Tangible book value per common share
7
|
|
|
$25.18
|
|
|
|
$25.60
|
|
|
|
$24.57
|
|
|
|
$23.79
|
|
|
|
$23.76
|
|
|
|
$24.42
|
|
|
|
$23.58
|
|
|
|
$22.76
|
|
Net interest income
|
|
|
$1,294
|
|
|
|
$1,263
|
|
|
|
$1,259
|
|
|
|
$1,249
|
|
|
|
$1,266
|
|
|
|
$1,238
|
|
|
|
$1,178
|
|
|
|
$1,172
|
|
Taxable-equivalent adjustment
|
|
30
|
|
|
30
|
|
|
27
|
|
|
28
|
|
|
28
|
|
|
28
|
|
|
30
|
|
|
30
|
|
||||||||
Net interest income - FTE
|
|
1,324
|
|
|
1,293
|
|
|
1,286
|
|
|
1,277
|
|
|
1,294
|
|
|
1,266
|
|
|
1,208
|
|
|
1,202
|
|
||||||||
Noninterest income
|
|
723
|
|
|
903
|
|
|
912
|
|
|
883
|
|
|
1,032
|
|
|
1,047
|
|
|
952
|
|
|
698
|
|
||||||||
Total revenue - FTE
|
|
2,047
|
|
|
2,196
|
|
|
2,198
|
|
|
2,160
|
|
|
2,326
|
|
|
2,313
|
|
|
2,160
|
|
|
1,900
|
|
||||||||
Net securities gains
|
|
(19
|
)
|
|
(2
|
)
|
|
(32
|
)
|
|
(64
|
)
|
|
(64
|
)
|
|
(69
|
)
|
|
(57
|
)
|
|
(1
|
)
|
||||||||
Total revenue - FTE excluding net securities gains
8
|
|
|
$2,028
|
|
|
|
$2,194
|
|
|
|
$2,166
|
|
|
|
$2,096
|
|
|
|
$2,262
|
|
|
|
$2,244
|
|
|
|
$2,103
|
|
|
|
$1,899
|
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2011
|
|
2010
|
|
2009
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$5,219
|
|
|
|
$5,300
|
|
|
|
$5,530
|
|
Interest and fees on loans held for sale
|
93
|
|
|
137
|
|
|
233
|
|
|||
Interest and dividends on securities available for sale:
|
|
|
|
|
|
||||||
Taxable interest
|
688
|
|
|
709
|
|
|
717
|
|
|||
Tax-exempt interest
|
21
|
|
|
31
|
|
|
40
|
|
|||
Dividends
1
|
82
|
|
|
76
|
|
|
73
|
|
|||
Trading account interest and other
|
78
|
|
|
90
|
|
|
117
|
|
|||
Total interest income
|
6,181
|
|
|
6,343
|
|
|
6,710
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Interest on deposits
|
624
|
|
|
860
|
|
|
1,440
|
|
|||
Interest on long-term debt
|
449
|
|
|
580
|
|
|
761
|
|
|||
Interest on other borrowings
|
43
|
|
|
49
|
|
|
43
|
|
|||
Total interest expense
|
1,116
|
|
|
1,489
|
|
|
2,244
|
|
|||
Net interest income
|
5,065
|
|
|
4,854
|
|
|
4,466
|
|
|||
Provision for credit losses
|
1,513
|
|
|
2,651
|
|
|
4,064
|
|
|||
Net interest income after provision for credit losses
|
3,552
|
|
|
2,203
|
|
|
402
|
|
|||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
685
|
|
|
760
|
|
|
848
|
|
|||
Trust and investment management income
|
531
|
|
|
503
|
|
|
486
|
|
|||
Other charges and fees
|
507
|
|
|
534
|
|
|
523
|
|
|||
Card fees
|
371
|
|
|
376
|
|
|
324
|
|
|||
Investment banking income
|
317
|
|
|
313
|
|
|
272
|
|
|||
Trading income/(loss)
|
248
|
|
|
173
|
|
|
(41
|
)
|
|||
Retail investment services
|
230
|
|
|
205
|
|
|
218
|
|
|||
Mortgage production related (loss)/income
|
(5
|
)
|
|
127
|
|
|
376
|
|
|||
Mortgage servicing related income
|
224
|
|
|
358
|
|
|
330
|
|
|||
Net securities gains
2
|
117
|
|
|
191
|
|
|
98
|
|
|||
Gain from ownership in Visa
|
—
|
|
|
—
|
|
|
112
|
|
|||
Other noninterest income
|
196
|
|
|
189
|
|
|
164
|
|
|||
Total noninterest income
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|||
Noninterest Expense
|
|
|
|
|
|
||||||
Employee compensation
|
2,494
|
|
|
2,364
|
|
|
2,258
|
|
|||
Employee benefits
|
382
|
|
|
457
|
|
|
542
|
|
|||
Outside processing and software
|
653
|
|
|
638
|
|
|
579
|
|
|||
Net occupancy expense
|
356
|
|
|
361
|
|
|
357
|
|
|||
Regulatory assessments
|
300
|
|
|
265
|
|
|
302
|
|
|||
Credit and collection services
|
275
|
|
|
279
|
|
|
259
|
|
|||
Other real estate expense
|
264
|
|
|
300
|
|
|
244
|
|
|||
Operating losses
|
257
|
|
|
83
|
|
|
99
|
|
|||
Marketing and customer development
|
184
|
|
|
177
|
|
|
152
|
|
|||
Equipment expense
|
178
|
|
|
174
|
|
|
172
|
|
|||
Potential mortgage servicing settlement and claims expense
|
120
|
|
|
—
|
|
|
—
|
|
|||
Amortization/impairment of goodwill/intangible assets
|
43
|
|
|
51
|
|
|
807
|
|
|||
Net (gain)/loss on debt extinguishment
|
(3
|
)
|
|
70
|
|
|
39
|
|
|||
Other noninterest expense
|
731
|
|
|
692
|
|
|
752
|
|
|||
Total noninterest expense
|
6,234
|
|
|
5,911
|
|
|
6,562
|
|
|||
Income/(loss) before provision/(benefit) for income taxes
|
739
|
|
|
21
|
|
|
(2,450
|
)
|
|||
Provision/(benefit) for income taxes
|
79
|
|
|
(185
|
)
|
|
(898
|
)
|
|||
Net income/(loss) including income attributable to noncontrolling interest
|
660
|
|
|
206
|
|
|
(1,552
|
)
|
|||
Net income attributable to noncontrolling interest
|
13
|
|
|
17
|
|
|
12
|
|
|||
Net income/(loss)
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
Net income/(loss) available to common shareholders
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
Net income/(loss) per average common share
|
|
|
|
|
|
||||||
Diluted
3
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
|
($3.98
|
)
|
Basic
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|||
Dividends declared per common share
|
|
$0.12
|
|
|
|
$0.04
|
|
|
|
$0.22
|
|
Average common shares - diluted
|
527,618
|
|
|
498,744
|
|
|
437,486
|
|
|||
Average common shares - basic
|
523,995
|
|
|
495,361
|
|
|
435,328
|
|
|
As of December 31
|
||||||
(Dollars in millions and shares in thousands)
|
2011
|
|
2010
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$3,696
|
|
|
|
$4,296
|
|
Securities purchased under agreements to resell
|
792
|
|
|
1,058
|
|
||
Interest-bearing deposits in other banks
|
21
|
|
|
24
|
|
||
Cash and cash equivalents
|
4,509
|
|
|
5,378
|
|
||
Trading assets
|
6,279
|
|
|
6,175
|
|
||
Securities available for sale
|
28,117
|
|
|
26,895
|
|
||
Loans held for sale
1
(loans at fair value: $2,141 and $3,168 as of December 31, 2011 and 2010, respectively)
|
2,353
|
|
|
3,501
|
|
||
Loans
2
(loans at fair value: $433 and $492 as of December 31, 2011 and 2010, respectively)
|
122,495
|
|
|
115,975
|
|
||
Allowance for loan and lease losses
|
(2,457
|
)
|
|
(2,974
|
)
|
||
Net loans
|
120,038
|
|
|
113,001
|
|
||
Premises and equipment
|
1,564
|
|
|
1,620
|
|
||
Goodwill
|
6,344
|
|
|
6,323
|
|
||
Other intangible assets (MSRs at fair value: $921 and $1,439 as of December 31, 2011 and 2010, respectively)
|
1,017
|
|
|
1,571
|
|
||
Other real estate owned
|
479
|
|
|
596
|
|
||
Other assets
|
6,159
|
|
|
7,814
|
|
||
Total assets
|
|
$176,859
|
|
|
|
$172,874
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Noninterest-bearing consumer and commercial deposits
|
|
$34,359
|
|
|
|
$27,290
|
|
Interest-bearing consumer and commercial deposits
|
91,252
|
|
|
92,735
|
|
||
Total consumer and commercial deposits
|
125,611
|
|
|
120,025
|
|
||
Brokered time deposits (CDs at fair value: $1,018 and $1,213 as of December 31, 2011 and 2010, respectively)
|
2,281
|
|
|
2,365
|
|
||
Foreign deposits
|
30
|
|
|
654
|
|
||
Total deposits
|
127,922
|
|
|
123,044
|
|
||
Funds purchased
|
839
|
|
|
951
|
|
||
Securities sold under agreements to repurchase
|
1,644
|
|
|
2,180
|
|
||
Other short-term borrowings
|
8,983
|
|
|
2,690
|
|
||
Long-term debt
3
(debt at fair value: $1,997 and $2,837 as of December 31, 2011 and 2010, respectively)
|
10,908
|
|
|
13,648
|
|
||
Trading liabilities
|
1,806
|
|
|
2,678
|
|
||
Other liabilities
|
4,691
|
|
|
4,553
|
|
||
Total liabilities
|
156,793
|
|
|
149,744
|
|
||
|
|
|
|
||||
Preferred stock, no par value
|
275
|
|
|
4,942
|
|
||
Common stock, $1.00 par value
|
550
|
|
|
515
|
|
||
Additional paid in capital
|
9,306
|
|
|
8,403
|
|
||
Retained earnings
|
8,978
|
|
|
8,542
|
|
||
Treasury stock, at cost, and other
4
|
(792
|
)
|
|
(888
|
)
|
||
Accumulated other comprehensive income, net of tax
|
1,749
|
|
|
1,616
|
|
||
Total shareholders’ equity
|
20,066
|
|
|
23,130
|
|
||
Total liabilities and shareholders’ equity
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
|
|
||||
Common shares outstanding
|
536,967
|
|
|
500,436
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
3
|
|
|
50
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
12,954
|
|
|
14,231
|
|
||
|
|
|
|
||||
1
Includes loans held for sale, at fair value, of consolidated VIEs
|
|
$315
|
|
|
|
$316
|
|
2
Includes loans of consolidated VIEs
|
3,322
|
|
|
2,869
|
|
||
3
Includes debt of consolidated VIEs ($289 million and $290 million at fair value as of December 31, 2011 and 2010, respectively)
|
722
|
|
|
764
|
|
||
4
Includes $107 million $129 million as of December 31, 2011 and 2010, respectively, related to noncontrolling interest held.
|
(Dollars and shares in millions, except per share data)
|
Preferred
Stock
|
|
Common
Shares
Outstanding
|
|
Common
Stock
|
|
Additional
Paid in
Capital
|
|
Retained
Earnings
|
|
Treasury
Stock and
Other
1
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
|
|||||||||||||||
Balance, January 1, 2009
|
|
$5,222
|
|
|
354
|
|
|
|
$373
|
|
|
|
$6,904
|
|
|
|
$10,389
|
|
|
|
($1,368
|
)
|
|
|
$981
|
|
|
|
$22,501
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
|||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Change in unrealized gains (losses) on securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
281
|
|
|
281
|
|
|||||||
Change in unrealized gains (losses) on derivatives, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(435
|
)
|
|
(435
|
)
|
|||||||
Change related to employee benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|
251
|
|
|||||||
Total comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,467
|
)
|
||||||||||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Common stock dividends, $0.22 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||||||
Series A preferred stock dividends, $4,056 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||||
U.S. Treasury preferred stock dividends, $5,004 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(243
|
)
|
|
—
|
|
|
—
|
|
|
(243
|
)
|
|||||||
Accretion of discount for preferred stock issued to U.S. Treasury
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock in connection with SCAP capital plan
|
—
|
|
|
142
|
|
|
142
|
|
|
1,688
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,830
|
|
|||||||
Extinguishment of forward stock purchase contract
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|||||||
Repurchase of preferred stock
|
(328
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Restricted stock activity
|
—
|
|
|
2
|
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
|
177
|
|
|
—
|
|
|
(29
|
)
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
1
|
|
|
—
|
|
|
(55
|
)
|
|
(2
|
)
|
|
75
|
|
|
—
|
|
|
18
|
|
|||||||
Adoption of OTTI guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|||||||
Balance, December 31, 2009
|
|
$4,917
|
|
|
499
|
|
|
|
$515
|
|
|
|
$8,521
|
|
|
|
$8,563
|
|
|
|
($1,055
|
)
|
|
|
$1,070
|
|
|
|
$22,531
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in unrealized gains (losses) on securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366
|
|
|
366
|
|
|||||||
Change in unrealized gains (losses) on derivatives, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|
120
|
|
|||||||
Change related to employee benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
60
|
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
735
|
|
||||||||||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||||
Common stock dividends, $0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||||||
Series A preferred stock dividends, $4,056 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
U.S. Treasury preferred stock dividends, $5,000 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
—
|
|
|
(242
|
)
|
|||||||
Accretion of discount for preferred stock issued to U.S. Treasury
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
66
|
|
|
—
|
|
|
(31
|
)
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
2
|
|
|
55
|
|
|
—
|
|
|
12
|
|
|||||||
Fair value election of MSRs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||||
Adoption of VIE consolidation guidance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
|
|
(7
|
)
|
||||||||
Balance, December 31, 2010
|
|
$4,942
|
|
|
500
|
|
|
|
$515
|
|
|
|
$8,403
|
|
|
|
$8,542
|
|
|
|
($888
|
)
|
|
|
$1,616
|
|
|
|
$23,130
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|
—
|
|
|
—
|
|
|
647
|
|
|||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in unrealized gains (losses) on securities, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
337
|
|
|
337
|
|
|||||||
Change in unrealized gains (losses) on derivatives, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
|||||||
Change related to employee benefit plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
(241
|
)
|
|||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
780
|
|
||||||||||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Common stock dividends, $0.12 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Series A preferred stock dividends, $4,056 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
U.S. Treasury preferred stock dividends, $1,236 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|||||||
Accretion of discount for preferred stock issued to U.S. Treasury
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of preferred stock issued to U.S. Treasury
|
(4,776
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(4,850
|
)
|
|||||||
Purchase of outstanding warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
35
|
|
|
35
|
|
|
982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,017
|
|
|||||||
Issuance of preferred stock
|
103
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||||
Excercise of stock options and stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
12
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
50
|
|
|
—
|
|
|
(8
|
)
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
1
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
35
|
|
|
—
|
|
|
14
|
|
|||||||
Balance, December 31, 2011
|
|
$275
|
|
|
537
|
|
|
|
$550
|
|
|
|
$9,306
|
|
|
|
$8,978
|
|
|
|
($792
|
)
|
|
|
$1,749
|
|
|
|
$20,066
|
|
|
For the Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
|
$660
|
|
|
|
$206
|
|
|
|
($1,552
|
)
|
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain from ownership in Visa
|
—
|
|
|
—
|
|
|
(112
|
)
|
|||
Depreciation, amortization, and accretion
|
760
|
|
|
803
|
|
|
966
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
751
|
|
|||
Mortgage servicing rights impairment recovery
|
—
|
|
|
—
|
|
|
(199
|
)
|
|||
Origination of mortgage servicing rights
|
(224
|
)
|
|
(289
|
)
|
|
(682
|
)
|
|||
Provisions for credit losses and foreclosed property
|
1,664
|
|
|
2,831
|
|
|
4,270
|
|
|||
Mortgage repurchase provision
|
502
|
|
|
456
|
|
|
444
|
|
|||
Potential mortgage servicing settlement and claims expense
|
120
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax expense/(benefit)
|
83
|
|
|
(171
|
)
|
|
(894
|
)
|
|||
Stock option compensation and amortization of restricted stock compensation
|
44
|
|
|
66
|
|
|
77
|
|
|||
Net (gain)/loss on extinguishment of debt
|
(3
|
)
|
|
70
|
|
|
39
|
|
|||
Net securities gains
|
(117
|
)
|
|
(191
|
)
|
|
(98
|
)
|
|||
Net gain on sale of assets
|
(408
|
)
|
|
(597
|
)
|
|
(772
|
)
|
|||
Gain on pension curtailment
|
(88
|
)
|
|
—
|
|
|
—
|
|
|||
Net decrease/(increase) in loans held for sale
|
2,234
|
|
|
1,003
|
|
|
(258
|
)
|
|||
Net (increase)/decrease in other assets
|
(497
|
)
|
|
(341
|
)
|
|
1,523
|
|
|||
Net increase/(decrease) in other liabilities
|
(102
|
)
|
|
372
|
|
|
(461
|
)
|
|||
Net cash provided by operating activities
|
4,628
|
|
|
4,218
|
|
|
3,042
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
5,557
|
|
|
5,597
|
|
|
3,407
|
|
|||
Proceeds from sales of securities available for sale
|
12,557
|
|
|
17,465
|
|
|
19,488
|
|
|||
Purchases of securities available for sale
|
(18,872
|
)
|
|
(20,920
|
)
|
|
(33,793
|
)
|
|||
Proceeds from maturities, calls, and paydowns of trading securities
|
139
|
|
|
99
|
|
|
148
|
|
|||
Proceeds from sales of trading securities
|
102
|
|
|
132
|
|
|
2,113
|
|
|||
Purchases of trading securities
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||
Net (increase)/decrease in loans including purchases of loans
|
(11,034
|
)
|
|
(4,566
|
)
|
|
8,609
|
|
|||
Proceeds from sales of loans
|
747
|
|
|
936
|
|
|
756
|
|
|||
Capital expenditures
|
(131
|
)
|
|
(252
|
)
|
|
(212
|
)
|
|||
Proceeds from sale/redemption of Visa shares
|
—
|
|
|
—
|
|
|
112
|
|
|||
Contingent consideration and other payments related to acquisitions
|
(24
|
)
|
|
(10
|
)
|
|
(25
|
)
|
|||
Proceeds from the sale of other assets
|
628
|
|
|
800
|
|
|
567
|
|
|||
Net cash (used in)/provided by investing activities
|
(10,331
|
)
|
|
(719
|
)
|
|
1,084
|
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net increase in total deposits
|
4,878
|
|
|
1,182
|
|
|
8,085
|
|
|||
Assumption of deposits, net
|
—
|
|
|
—
|
|
|
449
|
|
|||
Net increase/(decrease) in funds purchased, securities sold under agreements
to repurchase, and other short-term borrowings
|
6,650
|
|
|
(1,295
|
)
|
|
(4,114
|
)
|
|||
Proceeds from the issuance of long-term debt
|
1,749
|
|
|
500
|
|
|
575
|
|
|||
Repayment of long-term debt
|
(4,571
|
)
|
|
(5,246
|
)
|
|
(10,034
|
)
|
|||
Proceeds from the issuance of common stock
|
1,017
|
|
|
—
|
|
|
1,830
|
|
|||
Proceeds from the issuance of preferred stock
|
103
|
|
|
—
|
|
|
—
|
|
|||
Repurchase of preferred stock
|
(4,850
|
)
|
|
—
|
|
|
(228
|
)
|
|||
Purchase of outstanding warrants
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Common and preferred dividends paid
|
(131
|
)
|
|
(259
|
)
|
|
(329
|
)
|
|||
Net cash provided by/(used in) financing activities
|
4,834
|
|
|
(5,118
|
)
|
|
(3,766
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(869
|
)
|
|
(1,619
|
)
|
|
360
|
|
|||
Cash and cash equivalents at beginning of period
|
5,378
|
|
|
6,997
|
|
|
6,637
|
|
|||
Cash and cash equivalents at end of period
|
|
$4,509
|
|
|
|
$5,378
|
|
|
|
$6,997
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$1,138
|
|
|
|
$1,537
|
|
|
|
$2,367
|
|
Income taxes paid
|
68
|
|
|
33
|
|
|
45
|
|
|||
Income taxes refunded
|
(1
|
)
|
|
(435
|
)
|
|
(106
|
)
|
|||
Loans transferred from loans held for sale to loans
|
63
|
|
|
213
|
|
|
307
|
|
|||
Loans transferred from loans to loans held for sale
|
754
|
|
|
346
|
|
|
125
|
|
|||
Loans transferred from loans and loans held for sale to other real estate owned
|
725
|
|
|
1,063
|
|
|
812
|
|
|||
Amortization of deferred gain on sale/leaseback of premises
|
59
|
|
|
59
|
|
|
59
|
|
|||
Accretion of discount for preferred stock issued to the U.S. Treasury
|
80
|
|
|
25
|
|
|
23
|
|
|||
Extinguishment of forward stock purchase contract
|
—
|
|
|
—
|
|
|
174
|
|
|||
Gain on repurchase of Series A preferred stock
|
—
|
|
|
—
|
|
|
94
|
|
|||
Total assets of newly consolidated VIEs during 2010
|
—
|
|
|
2,541
|
|
|
—
|
|
(Dollars in millions)
|
|
Date
|
|
Cash or other
consideration
(paid)/ received
|
|
Goodwill
|
|
Other Intangibles
|
|
Gain
|
|
Comments
|
||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of certain additional assets of CSI Capital Management
|
|
5/9/2011
|
|
|
($19
|
)
|
|
|
$20
|
|
|
|
$7
|
|
|
|
$—
|
|
|
Goodwill and intangibles recorded are tax-deductible.
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Disposition of certain money market fund management business
|
|
various
|
|
7
|
|
|
—
|
|
|
11
|
|
|
18
|
|
|
|
||||
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of assets of Martin Kelly Capital Management
|
|
12/22/2009
|
|
(2
|
)
|
|
1
|
|
|
1
|
|
|
—
|
|
|
Goodwill and intangibles recorded are tax-deductible.
|
||||
Acquisition of certain assets of CSI Capital Management
|
|
11/30/2009
|
|
(3
|
)
|
|
1
|
|
|
2
|
|
|
—
|
|
|
Goodwill and intangibles recorded are tax-deductible.
|
||||
Acquisition of assets of Epic Advisors, Inc.
|
|
4/1/2009
|
|
(2
|
)
|
|
5
|
|
|
1
|
|
|
—
|
|
|
Goodwill and intangibles recorded are tax-deductible.
|
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
Trading Assets
|
|
|
|
|
||||
U.S. Treasury securities
|
|
|
$144
|
|
|
|
$187
|
|
Federal agency securities
|
|
478
|
|
|
361
|
|
||
U.S. states and political subdivisions
|
|
54
|
|
|
123
|
|
||
MBS - agency
|
|
412
|
|
|
301
|
|
||
MBS - private
|
|
1
|
|
|
15
|
|
||
CDO securities
|
|
45
|
|
|
55
|
|
||
ABS
|
|
37
|
|
|
59
|
|
||
Corporate and other debt securities
|
|
344
|
|
|
743
|
|
||
CP
|
|
229
|
|
|
14
|
|
||
Equity securities
|
|
91
|
|
|
221
|
|
||
Derivative contracts
1
|
|
2,414
|
|
|
2,743
|
|
||
Trading loans
2
|
|
2,030
|
|
|
1,353
|
|
||
Total trading assets
|
|
|
$6,279
|
|
|
|
$6,175
|
|
Trading Liabilities
|
|
|
|
|
||||
U.S. Treasury securities
|
|
|
$569
|
|
|
|
$439
|
|
Corporate and other debt securities
|
|
77
|
|
|
398
|
|
||
Equity securities
|
|
37
|
|
|
—
|
|
||
Derivative contracts
1
|
|
1,123
|
|
|
1,841
|
|
||
Total trading liabilities
|
|
|
$1,806
|
|
|
|
$2,678
|
|
|
December 31, 2011
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$671
|
|
|
|
$23
|
|
|
|
$—
|
|
|
|
$694
|
|
Federal agency securities
|
1,843
|
|
|
89
|
|
|
—
|
|
|
1,932
|
|
||||
U.S. states and political subdivisions
|
437
|
|
|
21
|
|
|
4
|
|
|
454
|
|
||||
MBS - agency
|
20,480
|
|
|
743
|
|
|
—
|
|
|
21,223
|
|
||||
MBS - private
|
252
|
|
|
—
|
|
|
31
|
|
|
221
|
|
||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||
ABS
|
460
|
|
|
11
|
|
|
7
|
|
|
464
|
|
||||
Corporate and other debt securities
|
49
|
|
|
2
|
|
|
—
|
|
|
51
|
|
||||
Coke common stock
|
—
|
|
|
2,099
|
|
|
—
|
|
|
2,099
|
|
||||
Other equity securities
1
|
928
|
|
|
1
|
|
|
—
|
|
|
929
|
|
||||
Total securities AFS
|
|
$25,170
|
|
|
|
$2,989
|
|
|
|
$42
|
|
|
|
$28,117
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2010
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$5,446
|
|
|
|
$115
|
|
|
|
$45
|
|
|
|
$5,516
|
|
Federal agency securities
|
1,883
|
|
|
19
|
|
|
7
|
|
|
1,895
|
|
||||
U.S. states and political subdivisions
|
565
|
|
|
17
|
|
|
3
|
|
|
579
|
|
||||
MBS - agency
|
14,014
|
|
|
372
|
|
|
28
|
|
|
14,358
|
|
||||
MBS - private
|
378
|
|
|
3
|
|
|
34
|
|
|
347
|
|
||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||
ABS
|
798
|
|
|
15
|
|
|
5
|
|
|
808
|
|
||||
Corporate and other debt securities
|
464
|
|
|
19
|
|
|
1
|
|
|
482
|
|
||||
Coke common stock
|
—
|
|
|
1,973
|
|
|
—
|
|
|
1,973
|
|
||||
Other equity securities
1
|
886
|
|
|
1
|
|
|
—
|
|
|
887
|
|
||||
Total securities AFS
|
|
$24,484
|
|
|
|
$2,534
|
|
|
|
$123
|
|
|
|
$26,895
|
|
|
Distribution of Maturities
|
||||||||||||||||||
(Dollars in millions)
|
1 Year
or Less
|
|
1-5
Years
|
|
5-10
Years
|
|
After 10
Years
|
|
Total
|
||||||||||
Amortized Cost:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$9
|
|
|
|
$212
|
|
|
|
$450
|
|
|
|
$—
|
|
|
|
$671
|
|
Federal agency securities
|
88
|
|
|
1,620
|
|
|
80
|
|
|
55
|
|
|
1,843
|
|
|||||
U.S. states and political subdivisions
|
135
|
|
|
223
|
|
|
22
|
|
|
57
|
|
|
437
|
|
|||||
MBS - agency
|
802
|
|
|
15,833
|
|
|
1,415
|
|
|
2,430
|
|
|
20,480
|
|
|||||
MBS - private
|
—
|
|
|
196
|
|
|
56
|
|
|
—
|
|
|
252
|
|
|||||
CDO/CLO securities
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
ABS
|
260
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|||||
Corporate and other debt securities
|
7
|
|
|
4
|
|
|
17
|
|
|
21
|
|
|
49
|
|
|||||
Total debt securities
|
|
$1,301
|
|
|
|
$18,338
|
|
|
|
$2,040
|
|
|
|
$2,563
|
|
|
|
$24,242
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$9
|
|
|
|
$223
|
|
|
|
$462
|
|
|
|
$—
|
|
|
|
$694
|
|
Federal agency securities
|
89
|
|
|
1,697
|
|
|
89
|
|
|
57
|
|
|
1,932
|
|
|||||
U.S. states and political subdivisions
|
138
|
|
|
239
|
|
|
22
|
|
|
55
|
|
|
454
|
|
|||||
MBS - agency
|
840
|
|
|
16,434
|
|
|
1,478
|
|
|
2,471
|
|
|
21,223
|
|
|||||
MBS - private
|
—
|
|
|
167
|
|
|
54
|
|
|
—
|
|
|
221
|
|
|||||
CDO/CLO securities
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
ABS
|
266
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|||||
Corporate and other debt securities
|
7
|
|
|
4
|
|
|
19
|
|
|
21
|
|
|
51
|
|
|||||
Total debt securities
|
|
$1,349
|
|
|
|
$19,012
|
|
|
|
$2,124
|
|
|
|
$2,604
|
|
|
|
$25,089
|
|
|
Year Ended December 31
|
|||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
||||||
Gross realized gains
|
|
$210
|
|
|
|
$210
|
|
|
|
$152
|
|
|
Gross realized losses
|
(87
|
)
|
|
(17
|
)
|
|
(34
|
)
|
|
|||
OTTI
|
(6
|
)
|
|
(2
|
)
|
|
(20
|
)
|
|
|||
Net securities gains
|
|
$117
|
|
|
|
$191
|
|
|
|
$98
|
|
|
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||
(Dollars in millions)
|
MBS - Private
|
|
MBS - Private
|
|
MBS - Private
|
|
Corporate Bonds
|
||||||||
OTTI
1
|
|
$7
|
|
|
|
$2
|
|
|
|
$112
|
|
|
|
$1
|
|
Portion of losses recognized in AOCI (before taxes)
|
1
|
|
|
—
|
|
|
93
|
|
|
—
|
|
||||
Net impairment (gains)/losses recognized in earnings
|
|
$6
|
|
|
|
$2
|
|
|
|
$19
|
|
|
|
$1
|
|
(Dollars in millions)
|
|
||
Balance, as of January 1, 2011
|
|
$20
|
|
Additions:
|
|
||
OTTI credit losses on previously impaired securities
|
6
|
|
|
Reductions:
|
|
||
Increases in expected cash flows recognized over the remaining life of the securities
|
(1
|
)
|
|
Balance, as of December 31, 2011
|
|
$25
|
|
|
|
||
Balance, as of January 1, 2010
|
|
$22
|
|
Additions/Reductions:
1
|
|
||
Increases in expected cash flows recognized over the remaining life of the securities
|
(2
|
)
|
|
Balance, as of December 31, 2010
|
|
$20
|
|
Balance, as of April 1, 2009, effective date
|
|
$8
|
|
Additions:
|
|
||
OTTI credit losses on securities not previously impaired
|
18
|
|
|
Reductions:
|
|
||
Credit impaired securities sold, matured, or written off
|
(4
|
)
|
|
Balance, as of December 31, 2009
2
|
|
$22
|
|
(Dollars in millions)
|
2011
|
|
2010
|
||||
Commercial loans:
|
|
|
|
||||
Commercial & industrial
|
|
$49,538
|
|
|
|
$44,753
|
|
Commercial real estate
|
5,094
|
|
|
6,167
|
|
||
Commercial construction
|
1,240
|
|
|
2,568
|
|
||
Total commercial loans
|
55,872
|
|
|
53,488
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
6,672
|
|
|
4,520
|
|
||
Residential mortgages - nonguaranteed
1
|
23,243
|
|
|
23,959
|
|
||
Home equity products
|
15,765
|
|
|
16,751
|
|
||
Residential construction
|
980
|
|
|
1,291
|
|
||
Total residential loans
|
46,660
|
|
|
46,521
|
|
||
Consumer loans:
|
|
|
|
||||
Guaranteed student loans
|
7,199
|
|
|
4,260
|
|
||
Other direct
|
2,059
|
|
|
1,722
|
|
||
Indirect
|
10,165
|
|
|
9,499
|
|
||
Credit cards
|
540
|
|
|
485
|
|
||
Total consumer loans
|
19,963
|
|
|
15,966
|
|
||
LHFI
|
|
$122,495
|
|
|
|
$115,975
|
|
LHFS
|
|
$2,353
|
|
|
|
$3,501
|
|
|
Commercial & industrial
|
|
Commercial real estate
|
|
Commercial construction
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Credit rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$47,683
|
|
|
|
$42,140
|
|
|
|
$3,845
|
|
|
|
$4,316
|
|
|
|
$581
|
|
|
|
$836
|
|
Criticized accruing
|
1,507
|
|
|
2,029
|
|
|
961
|
|
|
1,509
|
|
|
369
|
|
|
771
|
|
||||||
Criticized nonaccruing
|
348
|
|
|
584
|
|
|
288
|
|
|
342
|
|
|
290
|
|
|
961
|
|
||||||
Total
|
|
$49,538
|
|
|
|
$44,753
|
|
|
|
$5,094
|
|
|
|
$6,167
|
|
|
|
$1,240
|
|
|
|
$2,568
|
|
|
Residential mortgages -
nonguaranteed
2
|
|
Home equity products
|
|
Residential construction
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
700 and above
|
|
$16,139
|
|
|
|
$15,920
|
|
|
|
$11,084
|
|
|
|
$11,673
|
|
|
|
$661
|
|
|
|
$828
|
|
620 - 699
|
4,132
|
|
|
4,457
|
|
|
2,903
|
|
|
2,897
|
|
|
202
|
|
|
258
|
|
||||||
Below 620
1
|
2,972
|
|
|
3,582
|
|
|
1,778
|
|
|
2,181
|
|
|
117
|
|
|
205
|
|
||||||
Total
|
|
$23,243
|
|
|
|
$23,959
|
|
|
|
$15,765
|
|
|
|
$16,751
|
|
|
|
$980
|
|
|
|
$1,291
|
|
|
Consumer - other direct
3
|
|
Consumer - indirect
|
|
Consumer - credit cards
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
700 and above
|
|
$1,251
|
|
|
|
$973
|
|
|
|
$7,397
|
|
|
|
$6,780
|
|
|
|
$347
|
|
|
|
$258
|
|
620 - 699
|
273
|
|
|
231
|
|
|
1,990
|
|
|
1,799
|
|
|
142
|
|
|
149
|
|
||||||
Below 620
1
|
86
|
|
|
105
|
|
|
778
|
|
|
920
|
|
|
51
|
|
|
78
|
|
||||||
Total
|
|
$1,610
|
|
|
|
$1,309
|
|
|
|
$10,165
|
|
|
|
$9,499
|
|
|
|
$540
|
|
|
|
$485
|
|
|
2011
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
|
$49,098
|
|
|
|
$80
|
|
|
|
$12
|
|
|
|
$348
|
|
|
|
$49,538
|
|
Commercial real estate
|
4,797
|
|
|
9
|
|
|
—
|
|
|
288
|
|
|
5,094
|
|
|||||
Commercial construction
|
943
|
|
|
7
|
|
|
—
|
|
|
290
|
|
|
1,240
|
|
|||||
Total commercial loans
|
54,838
|
|
|
96
|
|
|
12
|
|
|
926
|
|
|
55,872
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
5,394
|
|
|
176
|
|
|
1,102
|
|
|
—
|
|
|
6,672
|
|
|||||
Residential mortgages - nonguaranteed
1
|
21,501
|
|
|
324
|
|
|
26
|
|
|
1,392
|
|
|
23,243
|
|
|||||
Home equity products
|
15,223
|
|
|
204
|
|
|
—
|
|
|
338
|
|
|
15,765
|
|
|||||
Residential construction
|
737
|
|
|
22
|
|
|
1
|
|
|
220
|
|
|
980
|
|
|||||
Total residential loans
|
42,855
|
|
|
726
|
|
|
1,129
|
|
|
1,950
|
|
|
46,660
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
5,690
|
|
|
640
|
|
|
869
|
|
|
—
|
|
|
7,199
|
|
|||||
Other direct
|
2,032
|
|
|
14
|
|
|
6
|
|
|
7
|
|
|
2,059
|
|
|||||
Indirect
|
10,074
|
|
|
66
|
|
|
5
|
|
|
20
|
|
|
10,165
|
|
|||||
Credit cards
|
526
|
|
|
7
|
|
|
7
|
|
|
—
|
|
|
540
|
|
|||||
Total consumer loans
|
18,322
|
|
|
727
|
|
|
887
|
|
|
27
|
|
|
19,963
|
|
|||||
Total LHFI
|
|
$116,015
|
|
|
|
$1,549
|
|
|
|
$2,028
|
|
|
|
$2,903
|
|
|
|
$122,495
|
|
|
2010
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
|
$44,046
|
|
|
|
$111
|
|
|
|
$12
|
|
|
|
$584
|
|
|
|
$44,753
|
|
Commercial real estate
|
5,794
|
|
|
27
|
|
|
4
|
|
|
342
|
|
|
6,167
|
|
|||||
Commercial construction
|
1,595
|
|
|
11
|
|
|
1
|
|
|
961
|
|
|
2,568
|
|
|||||
Total commercial loans
|
51,435
|
|
|
149
|
|
|
17
|
|
|
1,887
|
|
|
53,488
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
3,469
|
|
|
167
|
|
|
884
|
|
|
—
|
|
|
4,520
|
|
|||||
Residential mortgages - nonguaranteed
1
|
21,916
|
|
|
456
|
|
|
44
|
|
|
1,543
|
|
|
23,959
|
|
|||||
Home equity products
|
16,162
|
|
|
234
|
|
|
—
|
|
|
355
|
|
|
16,751
|
|
|||||
Residential construction
|
953
|
|
|
42
|
|
|
6
|
|
|
290
|
|
|
1,291
|
|
|||||
Total residential loans
|
42,500
|
|
|
899
|
|
|
934
|
|
|
2,188
|
|
|
46,521
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
3,281
|
|
|
383
|
|
|
596
|
|
|
—
|
|
|
4,260
|
|
|||||
Other direct
|
1,692
|
|
|
15
|
|
|
5
|
|
|
10
|
|
|
1,722
|
|
|||||
Indirect
|
9,400
|
|
|
74
|
|
|
—
|
|
|
25
|
|
|
9,499
|
|
|||||
Credit cards
|
460
|
|
|
12
|
|
|
13
|
|
|
—
|
|
|
485
|
|
|||||
Total consumer loans
|
14,833
|
|
|
484
|
|
|
614
|
|
|
35
|
|
|
15,966
|
|
|||||
Total LHFI
|
|
$108,768
|
|
|
|
$1,532
|
|
|
|
$1,565
|
|
|
|
$4,110
|
|
|
|
$115,975
|
|
|
As of December 31, 2010
|
||||||||||
(Dollars in millions)
|
Unpaid
Principal
Balance
|
|
Amortized
Cost
1
|
|
Related
Allowance
|
||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
||||||
Commercial loans:
|
|
|
|
|
|
||||||
Commercial & industrial
|
|
$86
|
|
|
|
$67
|
|
|
|
$—
|
|
Commercial real estate
|
110
|
|
|
86
|
|
|
—
|
|
|||
Commercial construction
|
67
|
|
|
52
|
|
|
—
|
|
|||
Total commercial loans
|
263
|
|
|
205
|
|
|
—
|
|
|||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
||||||
Commercial loans:
|
|
|
|
|
|
||||||
Commercial & industrial
|
123
|
|
|
96
|
|
|
18
|
|
|||
Commercial real estate
|
103
|
|
|
81
|
|
|
19
|
|
|||
Commercial construction
|
673
|
|
|
524
|
|
|
138
|
|
|||
Total commercial loans
|
899
|
|
|
701
|
|
|
175
|
|
|||
Residential loans:
|
|
|
|
|
|
||||||
Residential mortgages - nonguaranteed
|
2,785
|
|
|
2,467
|
|
|
309
|
|
|||
Home equity products
|
503
|
|
|
503
|
|
|
93
|
|
|||
Residential construction
|
226
|
|
|
196
|
|
|
26
|
|
|||
Total residential loans
|
3,514
|
|
|
3,166
|
|
|
428
|
|
|||
Consumer loans:
|
|
|
|
|
|
||||||
Other direct
|
11
|
|
|
11
|
|
|
2
|
|
|||
Total impaired loans
|
|
$4,687
|
|
|
|
$4,083
|
|
|
|
$605
|
|
(Dollars in millions)
|
2011
|
|
2010
|
||||
Nonaccrual/NPLs:
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
Commercial & industrial
|
|
$348
|
|
|
|
$584
|
|
Commercial real estate
|
288
|
|
|
342
|
|
||
Commercial construction
|
290
|
|
|
961
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
1,392
|
|
|
1,543
|
|
||
Home equity products
|
338
|
|
|
355
|
|
||
Residential construction
|
220
|
|
|
290
|
|
||
Consumer loans:
|
|
|
|
||||
Other direct
|
7
|
|
|
10
|
|
||
Indirect
|
20
|
|
|
25
|
|
||
Total nonaccrual/NPLs
|
2,903
|
|
|
4,110
|
|
||
OREO
1
|
479
|
|
|
596
|
|
||
Other repossessed assets
|
10
|
|
|
52
|
|
||
Total nonperforming assets
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
||||||||||||||||
(Dollars in millions)
|
Number of Loans Modified
|
|
Principal Forgiveness
1
|
|
Rate Modification
2
|
|
Term Extension and/or Other Concessions
|
|
Total
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial & industrial
|
466
|
|
|
$26
|
|
|
|
$28
|
|
|
|
$47
|
|
|
|
$101
|
|
Commercial real estate
|
40
|
|
35
|
|
|
25
|
|
|
14
|
|
|
74
|
|
||||
Commercial construction
|
49
|
|
20
|
|
|
8
|
|
|
77
|
|
|
105
|
|
||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgages - nonguaranteed
|
1,018
|
|
—
|
|
|
238
|
|
|
26
|
|
|
264
|
|
||||
Home equity products
|
1,701
|
|
—
|
|
|
130
|
|
|
6
|
|
|
136
|
|
||||
Residential construction
|
421
|
|
—
|
|
|
16
|
|
|
46
|
|
|
62
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Other direct
|
80
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Credit cards
|
2,336
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||
Total TDRs
|
6,111
|
|
|
$81
|
|
|
|
$458
|
|
|
|
$220
|
|
|
|
$759
|
|
|
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
Commercial & industrial
|
51
|
|
|
$10
|
|
Commercial real estate
|
10
|
|
17
|
|
|
Commercial construction
|
23
|
|
15
|
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
271
|
|
75
|
|
|
Home equity products
|
127
|
|
13
|
|
|
Residential construction
|
25
|
|
3
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
2
|
|
—
|
|
|
Credit cards
|
377
|
|
3
|
|
|
Total TDRs
|
886
|
|
|
$136
|
|
|
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Balance at beginning of period
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
1
|
|
|
—
|
|
|||
Provision for loan losses
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
|||
(Benefit)/provision for unfunded commitments
1
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
|||
Loan charge-offs
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
|||
Loan recoveries
|
201
|
|
|
163
|
|
|
160
|
|
|||
Balance at end of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
Unfunded commitments reserve
2
|
48
|
|
|
58
|
|
|
115
|
|
|||
Allowance for credit losses
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
2011
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance at beginning of period
|
|
$1,303
|
|
|
|
$1,498
|
|
|
|
$173
|
|
|
|
$2,974
|
|
Provision for loan losses
|
324
|
|
|
1,113
|
|
|
86
|
|
|
1,523
|
|
||||
Loan charge-offs
|
(803
|
)
|
|
(1,275
|
)
|
|
(163
|
)
|
|
(2,241
|
)
|
||||
Loan recoveries
|
140
|
|
|
18
|
|
|
43
|
|
|
201
|
|
||||
Balance at end of period
|
|
$964
|
|
|
|
$1,354
|
|
|
|
$139
|
|
|
|
$2,457
|
|
|
|
|
|
|
|
|
|
||||||||
|
2010
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance at beginning of period
|
|
$1,353
|
|
|
|
$1,592
|
|
|
|
$175
|
|
|
|
$3,120
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Provision for loan losses
|
938
|
|
|
1,622
|
|
|
148
|
|
|
2,708
|
|
||||
Loan charge-offs
|
(1,087
|
)
|
|
(1,736
|
)
|
|
(195
|
)
|
|
(3,018
|
)
|
||||
Loan recoveries
|
99
|
|
|
20
|
|
|
44
|
|
|
163
|
|
||||
Balance at end of period
|
|
$1,303
|
|
|
|
$1,498
|
|
|
|
$173
|
|
|
|
$2,974
|
|
|
2011
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||||
(Dollars in millions)
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
||||||||||||||||
Individually evaluated
|
|
$412
|
|
|
|
$34
|
|
|
|
$3,141
|
|
|
|
$405
|
|
|
|
$39
|
|
|
|
$9
|
|
|
|
$3,592
|
|
|
|
$448
|
|
Collectively evaluated
|
55,458
|
|
|
930
|
|
|
43,088
|
|
|
949
|
|
|
19,924
|
|
|
130
|
|
|
118,470
|
|
|
2,009
|
|
||||||||
Total evaluated
|
55,870
|
|
|
964
|
|
|
46,229
|
|
|
1,354
|
|
|
19,963
|
|
|
139
|
|
|
122,062
|
|
|
2,457
|
|
||||||||
LHFI at fair value
|
2
|
|
|
—
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
433
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$55,872
|
|
|
|
$964
|
|
|
|
$46,660
|
|
|
|
$1,354
|
|
|
|
$19,963
|
|
|
|
$139
|
|
|
|
$122,495
|
|
|
|
$2,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2010
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||||
(Dollars in millions)
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
|
Carrying
Value
|
|
Associated
ALLL
|
||||||||||||||||
Individually evaluated
|
|
$906
|
|
|
|
$175
|
|
|
|
$3,166
|
|
|
|
$428
|
|
|
|
$11
|
|
|
|
$2
|
|
|
|
$4,083
|
|
|
|
$605
|
|
Collectively evaluated
|
52,578
|
|
|
1,128
|
|
|
42,867
|
|
|
1,070
|
|
|
15,955
|
|
|
171
|
|
|
111,400
|
|
|
2,369
|
|
||||||||
Total evaluated
|
53,484
|
|
|
1,303
|
|
|
46,033
|
|
|
1,498
|
|
|
15,966
|
|
|
173
|
|
|
115,483
|
|
|
2,974
|
|
||||||||
LHFI at fair value
|
4
|
|
|
—
|
|
|
488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
492
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$53,488
|
|
|
|
$1,303
|
|
|
|
$46,521
|
|
|
|
$1,498
|
|
|
|
$15,966
|
|
|
|
$173
|
|
|
|
$115,975
|
|
|
|
$2,974
|
|
(Dollars in millions)
|
|
Useful Life
|
|
2011
|
|
2010
|
||||
Land
|
|
Indefinite
|
|
|
$358
|
|
|
|
$353
|
|
Buildings and improvements
|
|
2 - 40 years
|
|
1,033
|
|
|
1,008
|
|
||
Leasehold improvements
|
|
1 - 30 years
|
|
580
|
|
|
577
|
|
||
Furniture and equipment
|
|
1 - 20 years
|
|
1,322
|
|
|
1,385
|
|
||
Construction in progress
|
|
|
|
105
|
|
|
168
|
|
||
|
|
|
|
3,398
|
|
|
3,491
|
|
||
Less accumulated depreciation and amortization
|
|
|
|
1,834
|
|
|
1,871
|
|
||
Total premises and equipment
|
|
|
|
|
$1,564
|
|
|
|
$1,620
|
|
(Dollars in millions)
|
|
Operating
Leases
|
|
Capital
Leases
|
||||
2012
|
|
|
$214
|
|
|
|
$2
|
|
2013
|
|
205
|
|
|
2
|
|
||
2014
|
|
194
|
|
|
2
|
|
||
2015
|
|
177
|
|
|
2
|
|
||
2016
|
|
169
|
|
|
2
|
|
||
Thereafter
|
|
509
|
|
|
6
|
|
||
Total minimum lease payments
|
|
|
$1,468
|
|
|
16
|
|
|
Amounts representing interest
|
|
|
|
4
|
|
|||
Present value of net minimum lease payments
|
|
|
|
|
$12
|
|
(Dollars in millions)
|
Retail &
Commercial |
|
Retail
Banking |
|
Diversified
Commercial Banking |
|
CIB
|
|
W&IM
|
|
Total
|
||||||||||||
Balance, January 1, 2011
|
|
$—
|
|
|
|
$4,854
|
|
|
|
$928
|
|
|
|
$180
|
|
|
|
$361
|
|
|
|
$6,323
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Acquisition of certain additional assets of CSI Capital Management
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
||||||
Balance, December 31, 2011
|
|
$—
|
|
|
|
$4,854
|
|
|
|
$928
|
|
|
|
$180
|
|
|
|
$382
|
|
|
|
$6,344
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, January 1, 2010
|
|
$5,739
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$223
|
|
|
|
$357
|
|
|
|
$6,319
|
|
Intersegment transfers
|
(5,739
|
)
|
|
4,854
|
|
|
928
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Balance, December 31, 2010
|
|
$—
|
|
|
|
$4,854
|
|
|
|
$928
|
|
|
|
$180
|
|
|
|
$361
|
|
|
|
$6,323
|
|
(Dollars in millions)
|
Core Deposit
Intangibles |
|
MSRs -
LOCOM |
|
MSRs -
Fair Value |
|
Other
|
|
Total
|
||||||||||
Balance, January 1, 2011
|
|
$67
|
|
|
|
$—
|
|
|
|
$1,439
|
|
|
|
$65
|
|
|
|
$1,571
|
|
Amortization
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(43
|
)
|
|||||
MSRs originated
|
—
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
224
|
|
|||||
Changes in fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Due to changes in inputs and assumptions
1
|
—
|
|
|
—
|
|
|
(533
|
)
|
|
—
|
|
|
(533
|
)
|
|||||
Other changes in fair value
2
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|||||
Sale of MSRs
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
|||||
Balance, December 31, 2011
|
|
$38
|
|
|
|
$—
|
|
|
|
$921
|
|
|
|
$58
|
|
|
|
$1,017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, January 1, 2010
|
|
$104
|
|
|
|
$604
|
|
|
|
$936
|
|
|
|
$67
|
|
|
|
$1,711
|
|
Designated at fair value (transfers from amortized cost)
|
—
|
|
|
(604
|
)
|
|
604
|
|
|
—
|
|
|
—
|
|
|||||
Amortization
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(50
|
)
|
|||||
MSRs originated
|
—
|
|
|
—
|
|
|
289
|
|
|
—
|
|
|
289
|
|
|||||
Changes in fair value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Due to fair value election
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
|
145
|
|
|||||
Due to changes in inputs and assumptions
1
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(275
|
)
|
|||||
Other changes in fair value
2
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
(238
|
)
|
|||||
Sale of MSRs
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|||||
Balance, December 31, 2010
|
|
$67
|
|
|
|
$—
|
|
|
|
$1,439
|
|
|
|
$65
|
|
|
|
$1,571
|
|
(Dollars in millions)
|
|
Core Deposit
Intangibles
|
|
Other
|
|
Total
|
||||||
2012
|
|
|
$21
|
|
|
|
$13
|
|
|
|
$34
|
|
2013
|
|
13
|
|
|
11
|
|
|
24
|
|
|||
2014
|
|
4
|
|
|
9
|
|
|
13
|
|
|||
2015
|
|
—
|
|
|
8
|
|
|
8
|
|
|||
2016
|
|
—
|
|
|
5
|
|
|
5
|
|
|||
Thereafter
|
|
—
|
|
|
12
|
|
|
12
|
|
|||
Total
|
|
|
$38
|
|
|
|
$58
|
|
|
|
$96
|
|
(Dollars in millions)
|
2011
|
|
2010
|
||||
Fair value of retained MSRs
|
|
$921
|
|
|
|
$1,439
|
|
Prepayment rate assumption (annual)
|
20
|
%
|
|
12
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$52
|
|
|
|
$50
|
|
Decline in fair value from 20% adverse change
|
98
|
|
|
95
|
|
||
Discount rate (annual)
|
11
|
%
|
|
12
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$33
|
|
|
|
$68
|
|
Decline in fair value from 20% adverse change
|
63
|
|
|
130
|
|
||
Weighted-average life (in years)
|
4.3
|
|
|
6.2
|
|
||
Weighted-average coupon
|
5.2
|
%
|
|
5.4
|
%
|
|
|
2011
|
|
2010
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rates
|
|
Balance
|
|
Rates
|
||||||
FHLB advances
|
|
|
$7,000
|
|
|
.14
|
%
|
|
|
$—
|
|
|
—
|
%
|
Master notes
|
|
1,710
|
|
|
.40
|
|
|
1,355
|
|
|
.40
|
|
||
Dealer collateral
|
|
265
|
|
|
various
|
|
|
1,005
|
|
|
various
|
|
||
U.S. Treasury demand notes
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
||
CP
|
|
—
|
|
|
—
|
|
|
99
|
|
|
.51
|
|
||
Funds purchased maturing in over one day
|
|
—
|
|
|
—
|
|
|
75
|
|
|
.35
|
|
||
Other
|
|
8
|
|
|
2.7
|
|
|
32
|
|
|
various
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total other short-term borrowings
|
|
|
$8,983
|
|
|
|
|
|
$2,690
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||
(Dollars in millions)
|
Residential
Mortgage Loans |
|
Commercial
and Corporate Loans |
|
Student
Loans |
|
CDO
Securities |
|
Total
|
||||||||||
Cash flows on interests held
|
|
$48
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
$2
|
|
|
|
$51
|
|
Servicing or management fees
|
3
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
|
|||||||||||||||||||
|
Year Ended December 31, 2010
|
||||||||||||||||||
(Dollars in millions)
|
Residential
Mortgage Loans |
|
Commercial
and Corporate Loans |
|
Student
Loans |
|
CDO
Securities |
|
Total
|
||||||||||
Cash flows on interests held
|
|
$66
|
|
|
|
$4
|
|
|
|
$8
|
|
|
|
$2
|
|
|
|
$80
|
|
Servicing or management fees
|
4
|
|
|
12
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31, 2009
|
||||||||||||||||||
(Dollars in millions)
|
Residential
Mortgage Loans |
|
Commercial
and Corporate Loans |
|
Student
Loans |
|
CDO
Securities |
|
Total
|
||||||||||
Cash flows on interests held
|
|
$94
|
|
|
|
$2
|
|
|
|
$7
|
|
|
|
$3
|
|
|
|
$106
|
|
Servicing or management fees
|
5
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
17
|
|
(Dollars in millions)
|
Principal Balance
|
|
Past Due
|
|
|
Net Charge-offs
|
|||||||||||||||||||
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
Year Ended December 31
|
||||||||||||||||
2011
|
|
2010
|
|||||||||||||||||||||||
Type of loan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial
|
|
$55,872
|
|
|
|
$53,488
|
|
|
|
$938
|
|
|
|
$1,904
|
|
|
|
|
$663
|
|
|
|
$988
|
|
|
Residential
|
46,660
|
|
|
46,521
|
|
|
3,079
|
|
|
3,122
|
|
|
|
1,257
|
|
|
1,716
|
|
|||||||
Consumer
|
19,963
|
|
|
15,966
|
|
|
914
|
|
|
649
|
|
|
|
120
|
|
|
151
|
|
|||||||
Total loan portfolio
|
122,495
|
|
|
115,975
|
|
|
4,931
|
|
|
5,675
|
|
|
|
2,040
|
|
|
2,855
|
|
|||||||
Managed securitized loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial
|
1,978
|
|
|
2,244
|
|
|
43
|
|
|
44
|
|
|
|
—
|
|
|
22
|
|
|||||||
Residential
|
114,342
|
|
|
120,429
|
|
|
3,310
|
|
1
|
3,497
|
|
1
|
|
50
|
|
|
46
|
|
|||||||
Total managed loans
|
|
$238,815
|
|
|
|
$238,648
|
|
|
|
$8,284
|
|
|
|
$9,216
|
|
|
|
|
$2,090
|
|
|
|
$2,923
|
|
(Dollars in millions)
|
|
|
|
|
|
|
||||||
Parent Company Only
|
|
2011
|
|
2010
|
|
Interest Rates
|
|
Maturities
|
||||
Senior, fixed rate
1
|
|
|
$2,719
|
|
|
|
$922
|
|
|
3.25% - 6.00%
|
|
2012 - 2028
|
Senior, variable rate
|
|
1,527
|
|
|
1,512
|
|
|
0.58 - 3.00
|
|
2012 - 2019
|
||
Subordinated, fixed rate
|
|
200
|
|
|
200
|
|
|
6.00
|
|
2026
|
||
Junior subordinated, fixed rate
|
|
1,197
|
|
|
1,693
|
|
|
6.10 - 7.88
|
|
2036 - 2068
|
||
Junior subordinated, variable rate
|
|
651
|
|
|
651
|
|
|
1.12 - 3.98
|
|
2027 - 2034
|
||
Total Parent Company debt (excluding intercompany of $160 as of December 31, 2011 and 2010)
|
|
6,294
|
|
|
4,978
|
|
|
|
|
|
||
Subsidiaries
|
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
2
|
|
350
|
|
|
2,640
|
|
|
0.50 - 10.75
|
|
2012 - 2048
|
||
Senior, variable rate
3
|
|
2,504
|
|
|
3,443
|
|
|
0.52 - 7.50
|
|
2012 - 2037
|
||
Subordinated, fixed rate
4
|
|
1,260
|
|
|
2,087
|
|
|
5.00 - 7.25
|
|
2015 - 2028
|
||
Subordinated, variable rate
|
|
500
|
|
|
500
|
|
|
0.67 - .80
|
|
2015
|
||
Total subsidiaries debt
|
|
4,614
|
|
|
8,670
|
|
|
|
|
|
||
Total long-term debt
|
|
|
$10,908
|
|
|
|
$13,648
|
|
|
|
|
|
|
|
As of December 31, 2011
|
||||||||||||||||||
(Dollars in millions)
|
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Operating lease obligations
|
|
|
$214
|
|
|
|
$399
|
|
|
|
$346
|
|
|
|
$509
|
|
|
|
$1,468
|
|
Capital lease obligations
1
|
|
1
|
|
|
2
|
|
|
3
|
|
|
6
|
|
|
12
|
|
|||||
Purchase obligations
2
|
|
81
|
|
|
296
|
|
|
184
|
|
|
146
|
|
|
707
|
|
|||||
Total
|
|
|
$296
|
|
|
|
$697
|
|
|
|
$533
|
|
|
|
$661
|
|
|
|
$2,187
|
|
|
|
|
||||||||||
(In millions, except per share data)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Net income/(loss)
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
Preferred dividends, Series A
|
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
(66
|
)
|
|
(267
|
)
|
|
(266
|
)
|
|||
Accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on repurchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
94
|
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
|
(5
|
)
|
|
(2
|
)
|
|
17
|
|
|||
Net income/(loss) available to common shareholders
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
Average basic common shares
|
|
524
|
|
|
495
|
|
|
435
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
2
|
|
|
1
|
|
|
—
|
|
|||
Restricted stock
|
|
2
|
|
|
3
|
|
|
2
|
|
|||
Average diluted common shares
|
|
528
|
|
|
499
|
|
|
437
|
|
|||
Net income/(loss) per average common share - diluted
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
|
($3.98
|
)
|
Net income/(loss) per average common share - basic
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
|
($3.98
|
)
|
|
2011
|
|
2010
|
|||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
|||||
Tier 1 common
|
|
$12,254
|
|
|
9.22
|
%
|
|
$10,737
|
|
8.08
|
%
|
|
Tier 1 capital
|
14,490
|
|
|
10.90
|
|
|
18,156
|
|
|
13.67
|
|
|
Total capital
|
18,177
|
|
|
13.67
|
|
|
21,967
|
|
|
16.54
|
|
|
Tier 1 leverage
|
|
|
8.75
|
|
|
|
|
10.94
|
|
|||
SunTrust Bank
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$14,026
|
|
|
10.70
|
%
|
|
$13,120
|
|
10.05
|
%
|
|
Total capital
|
17,209
|
|
|
13.13
|
|
|
16,424
|
|
|
12.58
|
|
|
Tier 1 leverage
|
|
|
8.69
|
|
|
|
|
8.33
|
|
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
Series A (1,725 shares outstanding)
|
|
|
$172
|
|
|
|
$172
|
|
Series B
(1,025 shares outstanding at December 31, 2011)
|
|
103
|
|
|
—
|
|
||
Series C
(35,000 shares outstanding at December 31, 2010)
|
|
—
|
|
|
3,442
|
|
||
Series D
(13,500 shares outstanding at December 31, 2010)
|
|
—
|
|
|
1,328
|
|
||
|
|
|
$275
|
|
|
|
$4,942
|
|
(Dollars in millions)
|
|
Year ended December 31
|
||||||||||
Current income tax expense/(benefit):
|
|
2011
|
|
2010
|
|
2009
|
||||||
Federal
|
|
|
($4
|
)
|
|
|
$—
|
|
|
|
($7
|
)
|
State
|
|
—
|
|
|
(14
|
)
|
|
3
|
|
|||
Total
|
|
|
($4
|
)
|
|
|
($14
|
)
|
|
|
($4
|
)
|
Deferred income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
|
$81
|
|
|
|
($177
|
)
|
|
|
($798
|
)
|
State
|
|
2
|
|
|
6
|
|
|
(96
|
)
|
|||
Total
|
|
83
|
|
|
(171
|
)
|
|
(894
|
)
|
|||
Total income tax expense/(benefit)
|
|
|
$79
|
|
|
|
($185
|
)
|
|
|
($898
|
)
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||
(Dollars in millions)
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|
Amount
|
|
Percent of
Pre-Tax
Income
1
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|||||||||
Income tax expense/(benefit) at federal statutory rate
|
|
|
$254
|
|
|
35.0
|
%
|
|
|
$1
|
|
|
35.0
|
%
|
|
|
($861
|
)
|
|
(35.0
|
)%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest
|
|
(72
|
)
|
|
(9.9
|
)
|
|
(74
|
)
|
|
NM
|
|
|
(79
|
)
|
|
(3.2
|
)
|
|||
Dividends received deduction
|
|
(14
|
)
|
|
(1.9
|
)
|
|
(13
|
)
|
|
NM
|
|
|
(12
|
)
|
|
(0.5
|
)
|
|||
Income tax credits, net
|
|
(88
|
)
|
|
(12.1
|
)
|
|
(88
|
)
|
|
NM
|
|
|
(80
|
)
|
|
(3.2
|
)
|
|||
State income taxes, net
|
|
2
|
|
|
0.2
|
|
|
12
|
|
|
NM
|
|
|
(48
|
)
|
|
(2.0
|
)
|
|||
Completion of audit examinations by taxing authorities
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
NM
|
|
|
(55
|
)
|
|
(2.2
|
)
|
|||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
237
|
|
|
9.6
|
|
|||
Other
|
|
(3
|
)
|
|
(0.4
|
)
|
|
(3
|
)
|
|
NM
|
|
|
—
|
|
|
—
|
|
|||
Total income tax expense/(benefit) and rate
|
|
|
$79
|
|
|
10.9
|
%
|
|
|
($185
|
)
|
|
NM
|
|
|
|
($898
|
)
|
|
(36.5
|
)%
|
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
DTAs:
|
|
|
|
|
||||
Allowance for loan and lease losses
|
|
|
$906
|
|
|
|
$1,092
|
|
Accrued expenses
|
|
509
|
|
|
378
|
|
||
State NOL and other carryforwards (net of federal benefit)
|
|
197
|
|
|
182
|
|
||
Federal NOL
|
|
—
|
|
|
24
|
|
||
Federal credits and other carryforwards
|
|
266
|
|
|
256
|
|
||
Other
|
|
175
|
|
|
276
|
|
||
Total gross DTAs
|
|
2,053
|
|
|
2,208
|
|
||
Valuation allowance
|
|
(65
|
)
|
|
(50
|
)
|
||
Total DTAs
|
|
|
$1,988
|
|
|
|
$2,158
|
|
DTLs:
|
|
|
|
|
||||
Net unrealized gains in AOCI
|
|
|
$995
|
|
|
|
$915
|
|
Leasing
|
|
728
|
|
|
701
|
|
||
Compensation and employee benefits
|
|
100
|
|
|
88
|
|
||
MSRs
|
|
613
|
|
|
610
|
|
||
Loans
|
|
47
|
|
|
135
|
|
||
Goodwill and intangible assets
|
|
121
|
|
|
97
|
|
||
Fixed assets
|
|
177
|
|
|
148
|
|
||
Other
|
|
95
|
|
|
113
|
|
||
Total DTLs
|
|
|
$2,876
|
|
|
|
$2,807
|
|
Net DTL
|
|
|
($888
|
)
|
|
|
($649
|
)
|
|
|
|
||||||
|
|
2011
|
|
2010
|
||||
(Dollars in millions)
|
|
|
|
|
||||
Balance at January 1
|
|
|
$132
|
|
|
|
$188
|
|
Increases in UTBs related to prior years
|
|
12
|
|
|
26
|
|
||
Decreases in UTBs related to prior years
|
|
(12
|
)
|
|
(11
|
)
|
||
Increases in UTBs related to the current year
|
|
8
|
|
|
4
|
|
||
Decreases in UTBs related to settlements
|
|
(1
|
)
|
|
(57
|
)
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
|
(6
|
)
|
|
(18
|
)
|
||
Balance at December 31
|
|
|
$133
|
|
|
|
$132
|
|
|
Year Ended December 31
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Dividend yield
|
0.75
|
%
|
|
0.17
|
%
|
|
4.16
|
%
|
Expected stock price volatility
|
34.87
|
|
|
56.09
|
|
|
83.17
|
|
Risk-free interest rate (weighted average)
|
2.48
|
|
|
2.80
|
|
|
1.94
|
|
Expected life of options
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|
|
Stock Options
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||||||||||||||||||||
(Dollars in millions, except per share data)
|
|
Shares
|
|
Price
Range
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Deferred
Compensation
Grant Price
|
|
Weighted
Average
Grant
Price
|
|
Shares
|
|
Price
Range
|
|
Weighted
Average
Grant
Price
|
||||||||||||||
Balance, January 1, 2009
|
|
15,641,872
|
|
|
$17.06-$150.45
|
|
|
|
$65.29
|
|
|
3,803,412
|
|
|
|
$113
|
|
|
|
$64.61
|
|
|
—
|
|
|
|
$—
|
|
|
|
$—
|
|
Granted
|
|
3,803,796
|
|
|
9.06
|
|
|
9.06
|
|
|
2,565,648
|
|
|
28
|
|
|
10.40
|
|
|
66,420
|
|
|
26.96
|
|
|
26.96
|
|
|||||
Exercised/vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,255,092
|
)
|
|
—
|
|
|
64.79
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cancelled/expired/forfeited
|
|
(1,784,452
|
)
|
|
9.06 - 149.81
|
|
|
65.39
|
|
|
(343,796
|
)
|
|
(16
|
)
|
|
46.59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of restricted stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2009
|
|
17,661,216
|
|
|
9.06 - 150.45
|
|
|
53.17
|
|
|
4,770,172
|
|
|
59
|
|
|
37.02
|
|
|
66,420
|
|
|
26.96
|
|
|
26.96
|
|
|||||
Granted
|
|
1,192,974
|
|
|
22.69 - 27.79
|
|
|
23.64
|
|
|
1,355,075
|
|
|
33
|
|
|
24.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercised/vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,266,267
|
)
|
|
—
|
|
|
67.27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cancelled/expired/forfeited
|
|
(1,711,690
|
)
|
|
9.06 - 140.14
|
|
|
52.62
|
|
|
(238,171
|
)
|
|
(7
|
)
|
|
29.22
|
|
|
(1,230
|
)
|
|
26.96
|
|
|
26.96
|
|
|||||
Amortization of restricted stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2010
|
|
17,142,500
|
|
|
9.06 - 150.45
|
|
|
51.17
|
|
|
4,620,809
|
|
|
43
|
|
|
25.32
|
|
|
65,190
|
|
|
26.96
|
|
|
26.96
|
|
|||||
Granted
|
|
813,265
|
|
|
19.98 - 32.27
|
|
|
29.70
|
|
|
1,400,305
|
|
|
44
|
|
|
31.27
|
|
|
344,590
|
|
|
27.50 - 42.10
|
|
|
37.57
|
|
|||||
Exercised/vested
|
|
(20,000
|
)
|
|
9.06
|
|
|
9.06
|
|
|
(1,085,252
|
)
|
|
—
|
|
|
50.37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cancelled/expired/forfeited
|
|
(2,066,348
|
)
|
|
9.06 - 140.40
|
|
|
63.40
|
|
|
(313,695
|
)
|
|
(7
|
)
|
|
22.07
|
|
|
(4,305
|
)
|
|
26.96
|
|
|
26.96
|
|
|||||
Amortization of restricted stock compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, December 31, 2011
|
|
15,869,417
|
|
|
$9.06-$150.45
|
|
|
|
$48.53
|
|
|
4,622,167
|
|
|
|
$48
|
|
|
|
$21.46
|
|
|
405,475
|
|
|
$26.96-$42.10
|
|
|
|
$35.98
|
|
|
Exercisable, December 31, 2011
|
|
10,294,719
|
|
|
|
|
|
$66.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Available for Additional Grant, December 31, 2011
1
|
|
20,355,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||
Range of Exercise
Prices
|
|
Number
Outstanding
as of
December
31, 2011
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Total
Aggregate
Intrinsic
Value
|
|
Number
Exercisable
as of
December
31, 2011
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
Total
Aggregate
Intrinsic
Value
|
||||||||||||
$9.06 to 49.46
|
|
6,109,094
|
|
|
|
$17.47
|
|
|
6.98
|
|
|
|
$31
|
|
|
534,396
|
|
|
|
$33.95
|
|
|
1.54
|
|
|
|
$2
|
|
$49.47 to 64.57
|
|
2,559,551
|
|
|
54.73
|
|
|
1.10
|
|
|
—
|
|
|
2,559,551
|
|
|
54.73
|
|
|
1.10
|
|
|
—
|
|
||||
$64.58 to 150.45
|
|
7,200,772
|
|
|
72.67
|
|
|
3.10
|
|
|
—
|
|
|
7,200,772
|
|
|
72.67
|
|
|
3.10
|
|
|
—
|
|
||||
|
|
15,869,417
|
|
|
|
$48.53
|
|
|
4.27
|
|
|
|
$31
|
|
|
10,294,719
|
|
|
|
$66.20
|
|
|
2.52
|
|
|
|
$2
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Stock options
|
|
$15
|
|
|
|
$14
|
|
|
|
$12
|
|
Restricted stock
|
32
|
|
|
42
|
|
|
66
|
|
|||
Restricted stock units
|
10
|
|
|
—
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
|
$57
|
|
|
|
$56
|
|
|
|
$78
|
|
|
|
Year Ended December 31
|
||||||||||||||
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Benefit obligation, beginning of year
|
|
|
$2,261
|
|
|
|
$2,008
|
|
|
|
$189
|
|
|
|
$179
|
|
Service cost
|
|
62
|
|
|
69
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
|
128
|
|
|
129
|
|
|
9
|
|
|
10
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
22
|
|
|
20
|
|
||||
Actuarial loss/(gain)
|
|
415
|
|
|
209
|
|
|
(17
|
)
|
|
7
|
|
||||
Benefits paid
|
|
(109
|
)
|
|
(95
|
)
|
|
(33
|
)
|
|
(30
|
)
|
||||
Less federal Medicare drug subsidy
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Plan amendments
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
|
|
$2,661
|
|
|
|
$2,261
|
|
|
|
$173
|
|
|
|
$189
|
|
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
Projected benefit obligation
|
|
|
$2,530
|
|
|
|
$105
|
|
Accumulated benefit obligation
|
|
2,530
|
|
|
101
|
|
|
|
Pension Benefits
|
|
|
|
Other Post-
retirement Benefits
|
||||||||||
(Weighted average assumptions used to
determine benefit obligations, end of year)
|
|
2011
|
|
|
|
2010
|
|
|
|
2011
|
|
2010
|
||||
Discount rate
|
|
4.63
|
%
|
|
|
|
5.67
|
%
|
|
|
|
4.10
|
%
|
|
5.10
|
%
|
Rate of compensation increase
|
|
N/A
|
|
|
|
|
4.00
|
|
|
1
|
|
N/A
|
|
|
N/A
|
|
|
|
Year Ended December 31
|
||||||||||||||
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Fair value of plan assets, beginning of year
|
|
|
$2,522
|
|
|
|
$2,334
|
|
|
|
$165
|
|
|
|
$161
|
|
Actual return on plan assets
|
|
129
|
|
|
276
|
|
|
7
|
|
|
13
|
|
||||
Employer contributions
|
|
8
|
|
|
7
|
|
|
—
|
|
|
1
|
|
||||
Plan participants’ contributions
|
|
—
|
|
|
—
|
|
|
22
|
|
|
20
|
|
||||
Benefits paid
|
|
(109
|
)
|
|
(95
|
)
|
|
(33
|
)
|
|
(30
|
)
|
||||
Fair value of plan assets, end of year
|
|
|
$2,550
|
|
|
|
$2,522
|
|
|
|
$161
|
|
|
|
$165
|
|
(Dollars in millions)
|
|
Assets Measured at Fair
Value as of
December 31, 2010
|
|
Fair Value Measurements as
of December 31, 2010 using
1
|
||||||||||||
Quoted Prices In
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
||||||||||||
Money market funds
|
|
|
$36
|
|
|
|
$36
|
|
|
|
$—
|
|
|
|
$—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
International diversified funds
|
|
376
|
|
|
376
|
|
|
—
|
|
|
—
|
|
||||
Large cap funds
|
|
292
|
|
|
292
|
|
|
—
|
|
|
—
|
|
||||
Small and mid cap funds
|
|
248
|
|
|
248
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Consumer
|
|
108
|
|
|
108
|
|
|
—
|
|
|
—
|
|
||||
Energy and utilities
|
|
56
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Financials
|
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
42
|
|
|
42
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
69
|
|
|
69
|
|
|
—
|
|
|
—
|
|
||||
Information technology
|
|
130
|
|
|
130
|
|
|
—
|
|
|
—
|
|
||||
Materials
|
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds
|
|
128
|
|
|
128
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
329
|
|
|
329
|
|
|
—
|
|
|
—
|
|
||||
Corporate - investment grade
|
|
519
|
|
|
—
|
|
|
519
|
|
|
—
|
|
||||
Foreign bonds
|
|
118
|
|
|
—
|
|
|
118
|
|
|
—
|
|
||||
|
|
|
$2,507
|
|
|
|
$1,870
|
|
|
|
$637
|
|
|
|
$—
|
|
(Dollars in millions)
|
|
Fixed Income
Securities - Corporate
Investment Grade
|
|
Fixed Income
Securities - Corporate
Non-investment
|
|
Fixed Income
Securities - Foreign
Bonds
|
||||||
Balance as of January 1, 2010
|
|
|
$82
|
|
|
|
$26
|
|
|
|
$38
|
|
Purchases/(sales)
|
|
(1
|
)
|
|
(26
|
)
|
|
(18
|
)
|
|||
Realized gain
|
|
6
|
|
|
4
|
|
|
4
|
|
|||
Unrealized loss
|
|
(2
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Transfers out of level 3
|
|
(85
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Balance as of December 31, 2010
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
(Dollars in millions)
|
|
|
|
Fair Value
Measurements as of
December 31, 2011
1
|
||||||||||||
Assets Measured
at Fair Value as
of December 31,
2011
|
|
Quoted Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Large cap fund
|
|
|
$37
|
|
|
|
$37
|
|
|
|
$—
|
|
|
|
$—
|
|
Investment grade tax-exempt bond
|
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||
International fund
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Common and collective funds:
|
|
|
|
|
|
|
|
|
||||||||
SunTrust Reserve Fund
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
SunTrust Equity Fund
|
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
SunTrust Georgia Tax-Free Fund
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
SunTrust National Tax-Free Fund
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
SunTrust Aggregate Fixed Income Fund
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
SunTrust Short-Term Bond Fund
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
$161
|
|
|
|
$68
|
|
|
|
$93
|
|
|
|
$—
|
|
(Dollars in millions)
|
|
Assets Measured
at Fair Value as
of December 31,
2010
|
|
Fair Value
Measurements as of
December 31, 2010
1
|
||||||||||||
Quoted Prices In
Active Markets
for Identical
Assets (Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Large cap fund
|
|
|
$39
|
|
|
|
$39
|
|
|
|
$—
|
|
|
|
$—
|
|
Investment grade tax-exempt bond
|
|
24
|
|
|
24
|
|
|
—
|
|
|
—
|
|
||||
International fund
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Common and collective funds:
|
|
|
|
|
|
|
|
|
||||||||
SunTrust Reserve Fund
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
SunTrust Equity Fund
|
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
||||
SunTrust Georgia Tax-Free Fund
|
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
SunTrust National Tax-Free Fund
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
SunTrust Aggregate Fixed Income Fund
|
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
SunTrust Short-Term Bond Fund
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
|
|
|
$165
|
|
|
|
$70
|
|
|
|
$95
|
|
|
|
$—
|
|
1
|
SunTrust Pension Plan only.
|
2
|
SunTrust and NCF Pension Plans.
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
as of December 31
|
|||||
Asset Category
|
|
2012
|
|
2011
|
|
2010
|
|||
Equity securities
|
|
35-50
|
%
|
|
50
|
%
|
|
51
|
%
|
Debt securities
|
|
50-65
|
|
|
50
|
|
|
48
|
|
Cash equivalents
|
|
|
|
|
—
|
|
|
1
|
|
Total
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Fair value of plan assets
|
|
|
$2,550
|
|
|
|
$2,522
|
|
|
|
$161
|
|
|
|
$165
|
|
Benefit obligations
1
|
|
(2,661
|
)
|
|
(2,261
|
)
|
|
(173
|
)
|
|
(189
|
)
|
||||
Funded status
|
|
|
($111
|
)
|
|
|
$261
|
|
|
|
($12
|
)
|
|
|
($24
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
||||||||
Net actuarial loss
|
|
|
$1,108
|
|
|
|
$770
|
|
|
|
$17
|
|
|
|
$34
|
|
Prior service credit
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
||||
Total AOCI, pre-tax
|
|
|
$1,108
|
|
|
|
$665
|
|
|
|
$17
|
|
|
|
$34
|
|
(Dollars in millions)
|
|
Pension
Benefits
1,2
|
|
Other Postretirement
Benefits (excluding
Medicare Subsidy)
3
|
|
Value to Company
of Expected
Medicare Subsidy
|
||||||
Employer Contributions
|
|
|
|
|
|
|
||||||
2012 (expected) to plan trusts
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
2012 (expected) to plan participants
|
|
28
|
|
|
—
|
|
|
(3
|
)
|
|||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||
2012
|
|
182
|
|
|
16
|
|
|
(3
|
)
|
|||
2013
|
|
159
|
|
|
16
|
|
|
(1
|
)
|
|||
2014
|
|
158
|
|
|
16
|
|
|
(1
|
)
|
|||
2015
|
|
156
|
|
|
15
|
|
|
(1
|
)
|
|||
2016
|
|
154
|
|
|
14
|
|
|
(1
|
)
|
|||
2017-2021
|
|
774
|
|
|
60
|
|
|
(6
|
)
|
1
|
At this time, SunTrust anticipates contributions to the Retirement Plan will be permitted (but not required) during 2012 based on the funded status of the Plan and contribution limitations under the ERISA.
|
2
|
The expected benefit payments for the SERP will be paid directly from SunTrust corporate assets.
|
3
|
The 2012 expected contribution for the Other Postretirement Benefits Plans represents the Medicare Part D subsidy only. Note that expected benefits under Other Postretirement Benefits Plans are shown net of participant contributions.
|
|
Year Ended December 31
|
|
||||||||||||||||||||||
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
||||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
|
2009
|
|
||||||||||||
Service cost
|
|
$62
|
|
|
|
$69
|
|
|
|
$64
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Interest cost
|
128
|
|
|
129
|
|
|
120
|
|
|
9
|
|
|
10
|
|
|
12
|
|
|
||||||
Expected return on plan assets
|
(188
|
)
|
|
(183
|
)
|
|
(149
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
||||||
Amortization of prior service credit
|
(16
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
—
|
|
|
(1
|
)
|
|
(2
|
)
|
|
||||||
Recognized net actuarial loss
|
39
|
|
|
62
|
|
|
112
|
|
|
1
|
|
|
1
|
|
|
19
|
|
|
||||||
Curtailment gain
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net periodic (benefit)/cost
|
|
($63
|
)
|
|
|
$66
|
|
|
|
$141
|
|
|
|
$3
|
|
|
|
$3
|
|
|
|
$22
|
|
|
Weighted average assumptions used to determine net cost
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
1
|
5.59
|
%
|
3
|
6.32
|
%
|
|
6.58
|
%
|
1
|
5.10
|
%
|
|
5.70
|
%
|
|
5.95
|
%
|
|
||||||
Expected return on plan assets
|
7.72
|
|
4
|
8.00
|
|
|
8.00
|
|
|
4.39
|
|
2
|
4.39
|
|
2
|
5.30
|
|
2
|
||||||
Rate of compensation increase
|
4.00
|
|
|
4.00
|
|
|
4.00/4.50
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
1
|
Interim remeasurement was required on April 30, 2009 for the SunTrust Pension Plan due to plan changes adopted at that time. The discount rate as of the remeasurement date was selected based on the economic environment on that date.
|
2
|
The weighted average shown for the Other Postretirement Benefit plan is determined on an after-tax basis.
|
3
|
Interim remeasurement was required on November 14, 2011 due to plan changes adopted at that time. The discount rate as of the remeasurement date was selected based on economic conditions on that date.
|
4
|
As part of the interim remeasurement on November 14, 2011, the expected return on plan assets was reduced from
7.75%
to
7.25%
for the SunTrust Pension Plan and the NCF Retirement Plan.
|
(Dollars in millions)
|
|
Pension
Benefits
|
|
Other Postretirement
Benefits
|
||||
Current year actuarial loss/(gain)
|
|
|
$473
|
|
|
|
($16
|
)
|
Recognition of actuarial loss
|
|
(39
|
)
|
|
(1
|
)
|
||
Amortization of prior service credit
|
|
105
|
|
|
—
|
|
||
Curtailment effects
|
|
(96
|
)
|
|
—
|
|
||
Total recognized in OCI, pre-tax
|
|
|
$443
|
|
|
|
($17
|
)
|
Total recognized in net periodic benefit cost and OCI, pre-tax
|
|
|
$380
|
|
|
|
($14
|
)
|
(Dollars in millions)
|
|
1% Increase
|
|
1% Decrease
|
||||
Effect on Other Postretirement Benefit obligation
|
|
|
$11
|
|
|
|
$10
|
|
Effect on total service and interest cost
|
|
1
|
|
|
1
|
|
|
|||||||||
|
Year Ended December 31, 2011
|
||||||||
(Dollars in millions)
|
Amount of pre-tax gain/(loss)
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of gain
reclassified from AOCI into Income (Effective Portion) |
|
Amount of pre-tax gain
reclassified from AOCI into Income (Effective Portion) 1 |
||||
Derivatives in cash flow hedging relationships
|
|||||||||
Equity contracts hedging Securities AFS
|
|
($46
|
)
|
|
|
|
|
$—
|
|
Interest rate contracts hedging Floating rate loans
|
730
|
|
|
Interest and fees on loans
|
|
423
|
|
||
Total
|
|
$684
|
|
|
|
|
|
$423
|
|
|
|||||||||||
|
Year Ended December 31, 2011
|
||||||||||
(Dollars in millions)
|
Amount of gain
on Derivatives recognized in Income |
|
Amount of loss
on related Hedged Items recognized in Income |
|
Amount of loss
recognized in Income on Hedges (Ineffective Portion) |
||||||
Derivatives in fair value hedging relationships
1
|
|||||||||||
Interest rate contracts hedging Fixed rate debt
|
|
$51
|
|
|
|
($52
|
)
|
|
|
($1
|
)
|
(Dollars in millions)
|
Classification of gain/(loss)
recognized in Income on Derivatives |
|
Amount of gain/(loss)
recognized in Income
on Derivatives for the
Year Ended
December 31, 2011
|
||
Derivatives not designated as hedging instruments
|
|||||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income/(loss)
|
|
|
($5
|
)
|
MSRs
|
Mortgage servicing related income
|
|
572
|
|
|
LHFS, IRLCs, LHFI-FV
|
Mortgage production related (loss)/income
|
|
(281
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
113
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Foreign-denominated debt and commercial loans
|
Trading income/(loss)
|
|
(4
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
18
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Trading income/(loss)
|
|
(1
|
)
|
|
Other
|
Trading income/(loss)
|
|
15
|
|
|
Equity contracts - trading activity
|
Trading income/(loss)
|
|
(3
|
)
|
|
Other contracts:
|
|
|
|
||
IRLCs
|
Mortgage production related (loss)/income
|
|
355
|
|
|
Total
|
|
|
|
$779
|
|
|
Year Ended December 31, 2010
|
||||||||
(Dollars in millions)
|
Amount of pre-tax gain
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of gain
reclassified from AOCI into Income (Effective Portion) |
|
Amount of pre-tax gain
reclassified from
AOCI into Income
(Effective Portion)
1
|
||||
Derivatives in cash flow hedging relationships
|
|||||||||
Equity contracts hedging Securities AFS
|
|
($101
|
)
|
|
|
|
|
$—
|
|
Interest rate contracts hedging Floating rate loans
|
903
|
|
|
Interest and fees on loans
|
|
487
|
|
||
Total
|
|
$802
|
|
|
|
|
|
$487
|
|
(Dollars in millions)
|
Classification of gain/(loss)
recognized in Income on Derivatives |
|
Amount of gain/(loss)
recognized in Income
on Derivatives for the
Year Ended
December 30, 2010
|
||
Derivatives not designated as hedging instruments
|
|||||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income/(loss)
|
|
|
($64
|
)
|
Corporate bonds and loans
|
Trading income/(loss)
|
|
(1
|
)
|
|
MSRs
|
Mortgage servicing related income
|
|
444
|
|
|
LHFS, IRLCs, LHFI-FV
|
Mortgage production related (loss)/income
|
|
(176
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
304
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Foreign-denominated debt and commercial loans
|
Trading income/(loss)
|
|
(94
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
7
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Trading income/(loss)
|
|
(2
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
10
|
|
|
Equity contracts - trading activity
|
Trading income/(loss)
|
|
(53
|
)
|
|
Other contracts:
|
|
|
|
||
IRLCs
|
Mortgage production related (loss)/income
|
|
392
|
|
|
Total
|
|
|
|
$767
|
|
|
Year Ended December 31, 2009
|
||||||||
(Dollars in millions)
|
Amount of pre-tax gain/(loss)
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of gain/(loss)
reclassified from AOCI into Income (Effective Portion) |
|
Amount of pre-tax gain/(loss)reclassified from
AOCI into Income
(Effective Portion)
1
|
||||
Derivatives in cash flow hedging relationships
|
|||||||||
Equity contracts hedging Securities AFS
|
|
($296
|
)
|
|
|
|
|
$—
|
|
Interest rate contracts hedging:
|
|
|
|
|
|
||||
Floating rate loans
|
99
|
|
|
Interest and fees on loans
|
|
503
|
|
||
Floating rate CDs
|
(1
|
)
|
|
Interest on deposits
|
|
(47
|
)
|
||
Floating rate debt
|
—
|
|
|
Interest on long-term debt
|
|
(1
|
)
|
||
Total
|
|
($198
|
)
|
|
|
|
|
$455
|
|
(Dollars in millions)
|
Classification of gain/(loss)
recognized in Income on Derivatives |
|
Amount of gain/(loss)
recognized in Income
on Derivatives for the
Year Ended
December 31, 2009
|
||
Derivatives not designated as hedging instruments
|
|||||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income/(loss)
|
|
|
($61
|
)
|
Corporate bonds and loans
|
Trading income/(loss)
|
|
7
|
|
|
MSRs
|
Mortgage servicing related income
|
|
(88
|
)
|
|
LHFS, IRLCs, LHFI-FV
|
Mortgage production related (loss)/income
|
|
(75
|
)
|
|
Trading activity
|
Trading income/(loss)
|
|
46
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Foreign-denominated debt and commercial loans
|
Trading income/(loss)
|
|
72
|
|
|
Trading activity
|
Trading income/(loss)
|
|
(4
|
)
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Trading income/(loss)
|
|
(20
|
)
|
|
Equity contracts - trading activity
|
Trading income/(loss)
|
|
23
|
|
|
Other contracts:
|
|
|
|
||
IRLCs
|
Mortgage production related (loss)/income
|
|
630
|
|
|
Trading activity
|
Trading income/(loss)
|
|
3
|
|
|
Total
|
|
|
|
$533
|
|
•
|
The Company utilizes interest rate derivatives to mitigate exposures from various instruments.
|
◦
|
The Company is subject to interest rate risk on its fixed rate debt. As market interest rates move, the fair value of the Company’s debt is affected. To protect against this risk on certain debt issuances that the Company has elected to carry at fair value, the Company has entered into pay variable-receive fixed interest rate swaps that decrease in value in a rising rate environment and increase in value in a declining rate environment.
|
◦
|
The Company is exposed to risk on the returns of certain of its brokered deposits that are carried at fair value. To hedge against this risk, the Company has entered into interest rate derivatives that mirror the risk profile of the returns on these instruments.
|
◦
|
The Company is exposed to interest rate risk associated with MSRs, which the Company hedges with a combination of mortgage and interest rate derivatives, including forward and option contracts, futures, and forward rate agreements.
|
◦
|
The Company enters into mortgage and interest rate derivatives, including forward contracts, futures, and option contracts to mitigate interest rate risk associated with IRLCs, mortgage LHFS, and mortgage LHFI reported at fair value.
|
•
|
The Company is exposed to foreign exchange rate risk associated with certain senior notes denominated in euros and pound sterling. This risk is economically hedged with cross currency swaps, which receive either euros or pound sterling and pay U.S. dollars. Interest expense on the Consolidated Statements of Income/(Loss) reflects only the contractual interest rate on the debt based on the average spot exchange rate during the applicable period, while fair value changes on the derivatives and valuation adjustments on the debt are both recognized within trading income/(loss).
|
•
|
The Company enters into CDS to hedge credit risk associated with certain loans held within its CIB line of business.
|
•
|
Trading activity, as illustrated in the tables within this footnote, primarily includes interest rate swaps, equity derivatives, CDS, futures, options and foreign currency contracts. These derivatives are entered into in a dealer capacity to facilitate client transactions or are utilized as a risk management tool by the Company as an end user in certain macro-hedging strategies. The macro-hedging strategies are focused on managing the Company’s overall interest rate risk exposure that is not otherwise hedged by derivatives or in connection with specific hedges and, therefore, the Company does not specifically associate individual derivatives with specific assets or liabilities.
|
|
Remaining Outstanding Balance by Year of Sale
|
||||||||||||||||||||||||||||||
(Dollars in billions)
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
Total
|
||||||||||||||||
GSE
1
|
|
$4.5
|
|
|
|
$5.4
|
|
|
|
$10.4
|
|
|
|
$11.1
|
|
|
|
$24.9
|
|
|
|
$14.2
|
|
|
|
$13.8
|
|
|
|
$84.3
|
|
Ginnie Mae
1
|
0.7
|
|
|
0.5
|
|
|
0.6
|
|
|
2.7
|
|
|
5.7
|
|
|
4.1
|
|
|
3.1
|
|
|
17.4
|
|
||||||||
Non-agency
|
4.0
|
|
|
5.8
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
||||||||
Total
|
|
$9.2
|
|
|
|
$11.7
|
|
|
|
$15.6
|
|
|
|
$13.8
|
|
|
|
$30.6
|
|
|
|
$18.3
|
|
|
|
$16.9
|
|
|
|
$116.1
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Balance at beginning of period
|
|
$265
|
|
|
|
$200
|
|
|
|
$92
|
|
Repurchase provision
|
502
|
|
|
456
|
|
|
444
|
|
|||
Charge-offs
|
(447
|
)
|
|
(391
|
)
|
|
(336
|
)
|
|||
Balance at end of period
|
|
$320
|
|
|
|
$265
|
|
|
|
$200
|
|
|
|
|
Fair Value Measuements at
December 31, 2011
Using
|
||||||||||||
(Dollars in millions)
|
Assets/Liabilities
|
|
Quoted Prices In Active
Markets for Identical Assets/Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading assets:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$144
|
|
|
|
$144
|
|
|
|
$—
|
|
|
|
$—
|
|
Federal agency securities
|
478
|
|
|
—
|
|
|
478
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
54
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||
MBS - agency
|
412
|
|
|
—
|
|
|
412
|
|
|
—
|
|
||||
MBS - private
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
CDO/CLO securities
|
45
|
|
|
—
|
|
|
2
|
|
|
43
|
|
||||
ABS
|
37
|
|
|
—
|
|
|
32
|
|
|
5
|
|
||||
Corporate and other debt securities
|
344
|
|
|
—
|
|
|
344
|
|
|
—
|
|
||||
CP
|
229
|
|
|
—
|
|
|
229
|
|
|
—
|
|
||||
Equity securities
|
91
|
|
|
91
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts
|
3,444
|
|
|
306
|
|
|
3,138
|
|
|
—
|
|
||||
Trading loans
|
2,030
|
|
|
—
|
|
|
2,030
|
|
|
—
|
|
||||
Gross trading assets
|
7,309
|
|
|
541
|
|
|
6,719
|
|
|
49
|
|
||||
Offsetting collateral
1
|
(1,030
|
)
|
|
|
|
|
|
|
|||||||
Total trading assets
|
6,279
|
|
|
|
|
|
|
|
|||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
694
|
|
|
694
|
|
|
—
|
|
|
—
|
|
||||
Federal agency securities
|
1,932
|
|
|
—
|
|
|
1,932
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
454
|
|
|
—
|
|
|
396
|
|
|
58
|
|
||||
MBS - agency
|
21,223
|
|
|
—
|
|
|
21,223
|
|
|
—
|
|
||||
MBS - private
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
ABS
|
464
|
|
|
—
|
|
|
448
|
|
|
16
|
|
||||
Corporate and other debt securities
|
51
|
|
|
—
|
|
|
46
|
|
|
5
|
|
||||
Coke common stock
|
2,099
|
|
|
2,099
|
|
|
—
|
|
|
—
|
|
||||
Other equity securities
2
|
929
|
|
|
188
|
|
|
—
|
|
|
741
|
|
||||
Total securities AFS
|
28,117
|
|
|
2,981
|
|
|
24,095
|
|
|
1,041
|
|
||||
LHFS:
|
|
|
|
|
|
|
|
||||||||
Residential loans
|
1,826
|
|
|
—
|
|
|
1,825
|
|
|
1
|
|
||||
Corporate and other loans
|
315
|
|
|
—
|
|
|
315
|
|
|
—
|
|
||||
Total LHFS
|
2,141
|
|
|
—
|
|
|
2,140
|
|
|
1
|
|
||||
LHFI
|
433
|
|
|
—
|
|
|
—
|
|
|
433
|
|
||||
MSRs
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
||||
Other assets
3
|
554
|
|
|
7
|
|
|
463
|
|
|
84
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Trading liabilities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
569
|
|
|
569
|
|
|
—
|
|
|
—
|
|
||||
Corporate and other debt securities
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
||||
Equity securities
|
37
|
|
|
37
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts
|
2,293
|
|
|
174
|
|
|
1,930
|
|
|
189
|
|
||||
Gross trading liabilities
|
2,976
|
|
|
780
|
|
|
2,007
|
|
|
189
|
|
||||
Offsetting collateral
1
|
(1,170
|
)
|
|
|
|
|
|
|
|||||||
Total trading liabilities
|
1,806
|
|
|
|
|
|
|
|
|||||||
Brokered time deposits
|
1,018
|
|
|
—
|
|
|
1,018
|
|
|
—
|
|
||||
Long-term debt
|
1,997
|
|
|
—
|
|
|
1,997
|
|
|
—
|
|
||||
Other liabilities
3,4
|
84
|
|
|
1
|
|
|
61
|
|
|
22
|
|
|
|
|
Fair Value Measurements at
December 31, 2010
Using
|
|
|||||||||||
(Dollars in millions)
|
Assets/Liabilities
|
|
Quoted Prices
In Active
Markets for
Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading assets
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$187
|
|
|
|
$187
|
|
|
|
$—
|
|
|
|
$—
|
|
Federal agency securities
|
361
|
|
|
—
|
|
|
361
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
123
|
|
|
—
|
|
|
123
|
|
|
—
|
|
||||
MBS - agency
|
301
|
|
|
—
|
|
|
301
|
|
|
—
|
|
||||
MBS - private
|
15
|
|
|
—
|
|
|
9
|
|
|
6
|
|
||||
CDO/CLO securities
|
55
|
|
|
—
|
|
|
2
|
|
|
53
|
|
||||
ABS
|
59
|
|
|
—
|
|
|
32
|
|
|
27
|
|
||||
Corporate and other debt securities
|
743
|
|
|
—
|
|
|
743
|
|
|
—
|
|
||||
CP
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||
Equity securities
|
221
|
|
|
—
|
|
|
98
|
|
|
123
|
|
||||
Derivative contracts
|
2,743
|
|
|
166
|
|
|
2,577
|
|
|
—
|
|
||||
Trading loans
|
1,353
|
|
|
—
|
|
|
1,353
|
|
|
—
|
|
||||
Total trading assets
|
6,175
|
|
|
353
|
|
|
5,613
|
|
|
209
|
|
||||
Securities AFS
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
5,516
|
|
|
5,516
|
|
|
—
|
|
|
—
|
|
||||
Federal agency securities
|
1,895
|
|
|
—
|
|
|
1,895
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
579
|
|
|
—
|
|
|
505
|
|
|
74
|
|
||||
MBS - agency
|
14,358
|
|
|
—
|
|
|
14,358
|
|
|
—
|
|
||||
MBS - private
|
347
|
|
|
—
|
|
|
—
|
|
|
347
|
|
||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
ABS
|
808
|
|
|
—
|
|
|
788
|
|
|
20
|
|
||||
Corporate and other debt securities
|
482
|
|
|
—
|
|
|
477
|
|
|
5
|
|
||||
Coke common stock
|
1,973
|
|
|
1,973
|
|
|
—
|
|
|
—
|
|
||||
Other equity securities
1
|
887
|
|
|
—
|
|
|
197
|
|
|
690
|
|
||||
Total securities AFS
|
26,895
|
|
|
7,489
|
|
|
18,270
|
|
|
1,136
|
|
||||
LHFS
|
|
|
|
|
|
|
|
||||||||
Residential loans
|
2,847
|
|
|
—
|
|
|
2,845
|
|
|
2
|
|
||||
Corporate and other loans
|
321
|
|
|
—
|
|
|
316
|
|
|
5
|
|
||||
Total LHFS
|
3,168
|
|
|
—
|
|
|
3,161
|
|
|
7
|
|
||||
LHFI
|
492
|
|
|
—
|
|
|
—
|
|
|
492
|
|
||||
MSRs
|
1,439
|
|
|
—
|
|
|
—
|
|
|
1,439
|
|
||||
Other assets
2
|
241
|
|
|
—
|
|
|
223
|
|
|
18
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Trading liabilities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
439
|
|
|
439
|
|
|
—
|
|
|
—
|
|
||||
Corporate and other debt securities
|
398
|
|
|
—
|
|
|
398
|
|
|
—
|
|
||||
Derivative contracts
|
1,841
|
|
|
120
|
|
|
1,576
|
|
|
145
|
|
||||
Total trading liabilities
|
2,678
|
|
|
559
|
|
|
1,974
|
|
|
145
|
|
||||
Brokered time deposits
|
1,213
|
|
|
—
|
|
|
1,213
|
|
|
—
|
|
||||
Long-term debt
|
2,837
|
|
|
—
|
|
|
2,837
|
|
|
—
|
|
||||
Other liabilities
2,3
|
114
|
|
|
—
|
|
|
72
|
|
|
42
|
|
(Dollars in millions)
|
Aggregate
Fair Value
December 31, 2011
|
|
Aggregate
Unpaid Principal
Balance under FVO
December 31, 2011
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Trading loans
|
|
$2,030
|
|
|
|
$2,010
|
|
|
|
$20
|
|
LHFS
|
2,139
|
|
|
2,077
|
|
|
62
|
|
|||
Past due loans of 90 days or more
|
1
|
|
|
1
|
|
|
—
|
|
|||
Nonaccrual loans
|
1
|
|
|
8
|
|
|
(7
|
)
|
|||
LHFI
|
407
|
|
|
439
|
|
|
(32
|
)
|
|||
Past due loans of 90 days or more
|
1
|
|
|
2
|
|
|
(1
|
)
|
|||
Nonaccrual loans
|
25
|
|
|
48
|
|
|
(23
|
)
|
|||
Brokered time deposits
|
1,018
|
|
|
1,011
|
|
|
7
|
|
|||
Long-term debt
|
1,997
|
|
|
1,901
|
|
|
96
|
|
|||
(Dollars in millions)
|
Aggregate
Fair Value
December 31, 2010
|
|
Aggregate
Unpaid Principal
Balance under FVO
December 31, 2010
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Trading loans
|
|
$1,353
|
|
|
|
$1,320
|
|
|
|
$33
|
|
LHFS
|
3,160
|
|
|
3,155
|
|
|
5
|
|
|||
Past due loans of 90 days or more
|
2
|
|
|
2
|
|
|
—
|
|
|||
Nonaccrual loans
|
6
|
|
|
25
|
|
|
(19
|
)
|
|||
LHFI
|
462
|
|
|
517
|
|
|
(55
|
)
|
|||
Past due loans of 90 days or more
|
2
|
|
|
4
|
|
|
(2
|
)
|
|||
Nonaccrual loans
|
28
|
|
|
54
|
|
|
(26
|
)
|
|||
Brokered time deposits
|
1,213
|
|
|
1,188
|
|
|
25
|
|
|||
Long-term debt
|
2,837
|
|
|
2,753
|
|
|
84
|
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2011, for Items Measured at Fair Value Pursuant to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
|
Trading income/(loss)
|
|
Mortgage
Production
Related
(Loss)/Income 1 |
|
Mortgage
Servicing
Related
Income
|
|
Total
Changes in
Fair Values
Included in
Current-
Period
Earnings
2
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
|
$21
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$21
|
|
LHFS
|
|
(10
|
)
|
|
450
|
|
|
—
|
|
|
440
|
|
||||
LHFI
|
|
3
|
|
|
11
|
|
|
—
|
|
|
14
|
|
||||
MSRs
|
|
—
|
|
|
7
|
|
|
(733
|
)
|
|
(726
|
)
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||
Long-term debt
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2010, for Items Measured at Fair Value Pursuant
to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
|
Trading income/(loss)
|
|
Mortgage
Production
Related
(Loss)/Income
1
|
|
Mortgage
Servicing
Related
Income
|
|
Total
Changes in
Fair Values
Included in
Current
Period
Earnings
2
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
|
($3
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($3
|
)
|
LHFS
|
|
26
|
|
|
568
|
|
|
—
|
|
|
594
|
|
||||
LHFI
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
MSRs
|
|
—
|
|
|
15
|
|
|
(513
|
)
|
|
(498
|
)
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||
Long-term debt
|
|
(168
|
)
|
|
—
|
|
|
—
|
|
|
(168
|
)
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2009, for Items Measured at Fair Value Pursuant
to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
|
Trading income/(loss)
|
|
Mortgage
Production
Related
(Loss)/Income
1
|
|
Mortgage
Servicing
Related
Income
|
|
Total
Changes in
Fair Values
Included in
Current
Period
Earnings
2
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
|
$3
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3
|
|
LHFS
|
|
2
|
|
|
625
|
|
|
—
|
|
|
627
|
|
||||
LHFI
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
||||
MSRs
|
|
—
|
|
|
17
|
|
|
66
|
|
|
83
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||
Long-term debt
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance
January 1,
2011
|
|
Included in earnings
|
|
OCI
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Transfers
to other
balance sheet
line items
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Fair value
December 31, 2011 |
|
Included in earnings (held at December 31, 2011)
1
|
|
||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
MBS - private
|
|
$6
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($5
|
)
|
|
|
($1
|
)
|
|
|
$—
|
|
|
|
|
|
|
$—
|
|
|
|
$1
|
|
|
|
($1
|
)
|
|
|
CDO/CLO securities
|
53
|
|
|
26
|
|
2
|
—
|
|
|
6
|
|
|
(21
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
|
|
|
—
|
|
|
43
|
|
|
9
|
|
2
|
|||||||||||
ABS
|
27
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
2
|
|
|
|||||||||||
Equity securities
|
123
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(136
|
)
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Total trading assets
|
209
|
|
|
49
|
|
3
|
—
|
|
|
6
|
|
|
(57
|
)
|
|
(138
|
)
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
49
|
|
|
10
|
|
3
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
74
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
|
(4
|
)
|
|
(11
|
)
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
—
|
|
|
|||||||||||
MBS - private
|
347
|
|
|
(8
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
(49
|
)
|
|
|
|
|
|
|
|
221
|
|
|
(6
|
)
|
|
|||||||||||
ABS
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
690
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|
—
|
|
|
(147
|
)
|
|
|
|
|
|
|
|
|
|
|
741
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
1,136
|
|
|
(7
|
)
|
4
|
—
|
|
|
198
|
|
|
(4
|
)
|
|
(233
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
1,041
|
|
|
(6
|
)
|
4
|
|||||||||||
LHFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential loans
|
2
|
|
|
(1
|
)
|
5
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
23
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
|||||||||||
Corporate and other loans
|
5
|
|
|
(1
|
)
|
6
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
LHFI
|
492
|
|
|
14
|
|
7
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(13
|
)
|
|
—
|
|
|
(1
|
)
|
|
433
|
|
|
(1
|
)
|
7
|
|||||||||||
Other assets/(liabilities), net
|
(24
|
)
|
|
349
|
|
5
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Derivative contracts
|
(145
|
)
|
|
2
|
|
3
|
|
(46
|
)
|
8
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
(189
|
)
|
|
2
|
|
3
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
|
|||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance
January 1,
2010
|
|
|
Included in earnings
|
|
OCI
|
|
Purchases,
sales,
issuances,
settlements,
maturities,
paydowns,
net
|
|
Transfers
from/(to) other
balance sheet
line items
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Fair value
December 31, 2010 |
|
Included in earnings (held at December 31, 2010)
1
|
|
|||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. states and political subdivisions
|
|
$7
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
($8
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
MBS - private
|
6
|
|
|
10
|
|
|
—
|
|
|
(36
|
)
|
|
35
|
|
|
—
|
|
|
(9
|
)
|
|
6
|
|
|
(1
|
)
|
|
|||||||||
CDO/CLO securities
|
175
|
|
|
49
|
|
2
|
—
|
|
|
(109
|
)
|
|
(60
|
)
|
|
—
|
|
|
(2
|
)
|
|
53
|
|
|
13
|
|
2
|
|||||||||
ABS
|
51
|
|
|
9
|
|
|
—
|
|
|
(3
|
)
|
|
2
|
|
|
—
|
|
|
(32
|
)
|
|
27
|
|
|
(2
|
)
|
|
|||||||||
Equity securities
|
151
|
|
|
8
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
3
|
|
|
|||||||||
Total trading assets
|
390
|
|
|
77
|
|
3
|
—
|
|
|
(192
|
)
|
|
(23
|
)
|
|
—
|
|
|
(43
|
)
|
|
209
|
|
|
13
|
|
3
|
|||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. states and political subdivisions
|
132
|
|
|
3
|
|
|
2
|
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
|||||||||
MBS - private
|
378
|
|
|
(2
|
)
|
|
64
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
347
|
|
|
(2
|
)
|
|
|||||||||
ABS
|
102
|
|
|
4
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
20
|
|
|
—
|
|
|
|||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||
Other equity securities
|
705
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
|||||||||
Total securities AFS
|
1,322
|
|
|
5
|
|
4
|
66
|
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
1,136
|
|
|
(2
|
)
|
4
|
|||||||||
LHFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Residential loans
|
142
|
|
|
(4
|
)
|
5
|
—
|
|
|
(89
|
)
|
|
(118
|
)
|
|
75
|
|
|
(4
|
)
|
|
2
|
|
|
—
|
|
|
|||||||||
Corporate and other loans
|
9
|
|
|
(2
|
)
|
6
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
(2
|
)
|
6
|
|||||||||
LHFI
|
449
|
|
|
3
|
|
7
|
—
|
|
|
(57
|
)
|
|
100
|
|
|
—
|
|
|
(3
|
)
|
|
492
|
|
|
(5
|
)
|
7
|
|||||||||
Other assets/(liabilities), net
|
(35
|
)
|
|
392
|
|
5
|
—
|
|
|
17
|
|
|
(398
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivative contracts
|
(46
|
)
|
|
2
|
|
3
|
(101
|
)
|
8
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(145
|
)
|
|
2
|
|
3
|
|
|
|
Fair Value Measurement at
December 31, 2011,
Using
|
|
|
|
|
|||||||||||||
(Dollars in millions)
|
Net
Carrying
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Valuation
Allowance
|
||||||||||
LHFS
|
|
$212
|
|
|
|
$—
|
|
|
|
$108
|
|
|
|
$104
|
|
|
|
|
$—
|
|
LHFI
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
|
(7
|
)
|
|||||
OREO
|
479
|
|
|
—
|
|
|
372
|
|
|
107
|
|
|
|
(127
|
)
|
|||||
Affordable Housing
|
324
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
|
—
|
|
|||||
Other Assets
|
45
|
|
|
—
|
|
|
24
|
|
|
21
|
|
|
|
(20
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Fair Value Measurement at
December 31, 2010,
Using
|
|
|
|
|
|||||||||||||
(Dollars in millions)
|
Net
Carrying
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
Valuation
Allowance
|
||||||||||
LHFS
|
|
$333
|
|
|
|
$—
|
|
|
|
$142
|
|
|
|
$191
|
|
|
|
|
$—
|
|
LHFI
|
85
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
|
(15
|
)
|
|||||
OREO
|
596
|
|
|
—
|
|
|
553
|
|
|
43
|
|
|
|
(116
|
)
|
|||||
Affordable Housing
|
357
|
|
|
—
|
|
|
—
|
|
|
357
|
|
|
|
—
|
|
|||||
Other Assets
|
130
|
|
|
—
|
|
|
90
|
|
|
40
|
|
|
|
(20
|
)
|
|
2011
|
|
|
2010
|
|
||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$4,509
|
|
|
|
$4,509
|
|
(a)
|
|
|
$5,378
|
|
|
|
$5,378
|
|
(a)
|
Trading assets
|
6,279
|
|
|
6,279
|
|
(b)
|
|
6,175
|
|
|
6,175
|
|
(b)
|
||||
Securities AFS
|
28,117
|
|
|
28,117
|
|
(b)
|
|
26,895
|
|
|
26,895
|
|
(b)
|
||||
LHFS
|
2,353
|
|
|
2,355
|
|
(c)
|
|
3,501
|
|
|
3,501
|
|
(c)
|
||||
LHFI
|
122,495
|
|
|
122,495
|
|
|
|
115,975
|
|
|
115,975
|
|
|
||||
Interest/credit adjustment on LHFI
|
(2,457
|
)
|
|
(2,005
|
)
|
|
|
(2,974
|
)
|
|
(3,823
|
)
|
|
||||
LHFI, as adjusted for interest/credit risk
|
120,038
|
|
|
120,490
|
|
(d)
|
|
113,001
|
|
|
112,152
|
|
(d)
|
||||
Market risk/liquidity adjustment on LHFI
|
—
|
|
|
(4,805
|
)
|
|
|
—
|
|
|
(3,962
|
)
|
|
||||
LHFI, fully adjusted
|
|
$120,038
|
|
|
|
$115,685
|
|
(d)
|
|
|
$113,001
|
|
|
|
$108,190
|
|
(d)
|
Financial liabilities
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer and commercial deposits
|
|
$125,611
|
|
|
|
$125,963
|
|
(e)
|
|
|
$120,025
|
|
|
|
$120,368
|
|
(e)
|
Brokered time deposits
|
2,281
|
|
|
2,289
|
|
(f)
|
|
2,365
|
|
|
2,381
|
|
(f)
|
||||
Foreign deposits
|
30
|
|
|
30
|
|
(f)
|
|
654
|
|
|
654
|
|
(f)
|
||||
Short-term borrowings
|
11,466
|
|
|
11,466
|
|
(f)
|
|
5,821
|
|
|
5,815
|
|
(f)
|
||||
Long-term debt
|
10,908
|
|
|
10,515
|
|
(f)
|
|
13,648
|
|
|
13,191
|
|
(f)
|
||||
Trading liabilities
|
1,806
|
|
|
1,806
|
|
(b)
|
|
2,678
|
|
|
2,678
|
|
(b)
|
(a)
|
Cash and cash equivalents are valued at their carrying amounts reported in the balance sheet, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments.
|
(b)
|
Securities AFS, trading assets, and trading liabilities that are classified as level 1 are valued based on quoted market prices. For those instruments classified as level 2 or 3, refer to the respective valuation discussions within this footnote.
|
(c)
|
LHFS are generally valued based on observable current market prices or, if quoted market prices are not available, on quoted market prices of similar instruments. In instances when significant valuation assumptions are not readily observable in the market, instruments are valued based on the best available data in order to approximate fair value. This data may be internally-developed and considers risk premiums that a market participant would require under then-current market conditions. Refer to the LHFS section within this footnote for further discussion of the LHFS carried at fair value.
|
(d)
|
LHFI fair values are based on a hypothetical exit price, which does not represent the estimated intrinsic value of the loan if held for investment. The assumptions used are expected to approximate those that a market participant purchasing the loans would use to value the loans, including a market risk premium and liquidity discount. Estimating the fair value of the loan portfolio when loan sales and trading markets are illiquid, or for certain loan types, nonexistent, requires significant judgment. Therefore, the estimated fair value can vary significantly depending on a market participant’s ultimate considerations and assumptions. The final value yields a market participant’s expected return on investment that is indicative of the current market conditions, but it does not take into consideration the Company’s estimated value from continuing to hold these loans or its lack of willingness to transact at these estimated values.
|
(e)
|
Deposit liabilities with no defined maturity such as DDAs, NOW/money market accounts, and savings accounts have a fair value equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for CDs are estimated using a discounted cash flow calculation that applies current interest rates to a schedule of aggregated expected maturities. The assumptions used in the discounted cash flow analysis are expected to approximate those that market participants would use in valuing deposits. The value of long-term relationships with depositors is not taken into account in estimating fair values.
|
(f)
|
Fair values for foreign deposits, certain brokered deposits, short-term borrowings, and certain long-term debt are based on quoted market prices for similar instruments or estimated using discounted cash flow analysis and the Company’s current incremental borrowing rates for similar types of instruments. For brokered deposits and long-term debt that the Company carries at fair value, refer to the respective valuation sections within this footnote.
|
•
|
Net interest income
– All net interest income is presented on a FTE basis. The revenue gross-up has been applied to tax-exempt loans and investments to make them comparable to other taxable products. The segments have also been matched maturity funds transfer priced, generating credits or charges based on the economic value or cost created by the assets and liabilities of each segment. The mismatch between funds credits and funds charges at the segment level resides in Reconciling Items. The change in the matched maturity funds mismatch is generally attributable to corporate balance sheet management strategies.
|
•
|
Provision for credit losses
- Represents net charge-offs by segment. The difference between the segment net charge-offs and the consolidated provision for credit losses is reported in Reconciling Items.
|
•
|
Provision/(benefit) for income taxes
- Calculated using a nominal income tax rate for each segment. This calculation includes the impact of various income adjustments, such as the reversal of the FTE gross up on tax-exempt assets, tax adjustments, and credits that are unique to each business segment. The difference between the calculated provision/(benefit) for income taxes at the segment level and the consolidated provision/(benefit) for income taxes is reported in Reconciling Items.
|
•
|
Operational Costs
– Expenses are charged to the segments based on various statistical volumes multiplied by activity based cost rates. As a result of the activity based costing process, planned residual expenses are also allocated to the segments. The recoveries for the majority of these costs are in the Corporate Other and Treasury segment.
|
•
|
Support and Overhead Costs
– Expenses not directly attributable to a specific segment are allocated based on various drivers (e.g., number of full-time equivalent employees and volume of loans and deposits). The recoveries for these allocations are in Corporate Other and Treasury.
|
•
|
Sales and Referral Credits
– Segments may compensate another segment for referring or selling certain products. The majority of the revenue resides in the segment where the product is ultimately managed.
|
|
Year ended December 31, 2011
|
||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Retail Banking
|
|
Diversified
Commercial
Banking
|
|
CRE
|
|
CIB
|
|
Mortgage
|
|
W&IM
|
|
Corporate Other
and Treasury
|
|
Reconciling
Items
|
|
Consolidated
|
||||||||||||||||||
Average total assets
|
|
$41,071
|
|
|
|
$25,237
|
|
|
|
$7,961
|
|
|
|
$22,959
|
|
|
|
$33,719
|
|
|
|
$8,616
|
|
|
|
$31,576
|
|
|
|
$1,301
|
|
|
|
$172,440
|
|
Average total liabilities
|
77,458
|
|
|
21,740
|
|
|
1,568
|
|
|
17,879
|
|
|
3,838
|
|
|
13,036
|
|
|
16,432
|
|
|
(207
|
)
|
|
151,744
|
|
|||||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,696
|
|
|
20,696
|
|
|||||||||
Net interest income
|
|
$2,543
|
|
|
|
$622
|
|
|
|
$139
|
|
|
|
$498
|
|
|
|
$492
|
|
|
|
$417
|
|
|
|
$514
|
|
|
|
($160
|
)
|
|
|
$5,065
|
|
FTE adjustment
|
—
|
|
|
103
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
114
|
|
|||||||||
Net interest income - FTE
1
|
2,543
|
|
|
725
|
|
|
140
|
|
|
501
|
|
|
492
|
|
|
417
|
|
|
520
|
|
|
(159
|
)
|
|
5,179
|
|
|||||||||
Provision for credit losses
2
|
784
|
|
|
92
|
|
|
422
|
|
|
(10
|
)
|
|
693
|
|
|
60
|
|
|
(1
|
)
|
|
(527
|
)
|
|
1,513
|
|
|||||||||
Net interest income/(loss) after provision for credit losses
|
1,759
|
|
|
633
|
|
|
(282
|
)
|
|
511
|
|
|
(201
|
)
|
|
357
|
|
|
521
|
|
|
368
|
|
|
3,666
|
|
|||||||||
Total noninterest income
|
1,064
|
|
|
251
|
|
|
100
|
|
|
636
|
|
|
241
|
|
|
822
|
|
|
333
|
|
|
(26
|
)
|
|
3,421
|
|
|||||||||
Total noninterest expense
|
2,521
|
|
|
460
|
|
|
448
|
|
|
587
|
|
|
1,172
|
|
|
922
|
|
|
153
|
|
|
(29
|
)
|
|
6,234
|
|
|||||||||
Income/(loss) before provision/(benefit) for income taxes
|
302
|
|
|
424
|
|
|
(630
|
)
|
|
560
|
|
|
(1,132
|
)
|
|
257
|
|
|
701
|
|
|
371
|
|
|
853
|
|
|||||||||
Provision/(benefit) for income taxes
3
|
109
|
|
|
155
|
|
|
(320
|
)
|
|
205
|
|
|
(439
|
)
|
|
94
|
|
|
245
|
|
|
144
|
|
|
193
|
|
|||||||||
Net income/(loss) including income attributable to noncontrolling interest
|
193
|
|
|
269
|
|
|
(310
|
)
|
|
355
|
|
|
(693
|
)
|
|
163
|
|
|
456
|
|
|
227
|
|
|
660
|
|
|||||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
9
|
|
|
1
|
|
|
13
|
|
|||||||||
Net income/(loss)
|
|
$193
|
|
|
|
$269
|
|
|
|
($310
|
)
|
|
|
$355
|
|
|
|
($693
|
)
|
|
|
$160
|
|
|
|
$447
|
|
|
|
$226
|
|
|
|
$647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2010
|
||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Retail Banking
|
|
Diversified
Commercial
Banking
|
|
CRE
|
|
CIB
|
|
Mortgage
|
|
W&IM
|
|
Corporate Other
and Treasury
|
|
Reconciling
Items
|
|
Consolidated
|
||||||||||||||||||
Average total assets
|
|
$39,204
|
|
|
|
$24,862
|
|
|
|
$10,743
|
|
|
|
$20,039
|
|
|
|
$34,791
|
|
|
|
$9,085
|
|
|
|
$32,827
|
|
|
|
$824
|
|
|
|
$172,375
|
|
Average total liabilities
|
75,574
|
|
|
20,815
|
|
|
1,662
|
|
|
16,146
|
|
|
4,031
|
|
|
11,935
|
|
|
19,483
|
|
|
(105
|
)
|
|
149,541
|
|
|||||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,834
|
|
|
22,834
|
|
|||||||||
Net interest income
|
|
$2,500
|
|
|
|
$552
|
|
|
|
$162
|
|
|
|
$381
|
|
|
|
$458
|
|
|
|
$385
|
|
|
|
$474
|
|
|
|
($58
|
)
|
|
|
$4,854
|
|
FTE adjustment
|
—
|
|
|
105
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
116
|
|
|||||||||
Net interest income - FTE
1
|
2,500
|
|
|
657
|
|
|
162
|
|
|
382
|
|
|
458
|
|
|
385
|
|
|
484
|
|
|
(58
|
)
|
|
4,970
|
|
|||||||||
Provision for credit losses
2
|
992
|
|
|
127
|
|
|
442
|
|
|
50
|
|
|
1,183
|
|
|
61
|
|
|
—
|
|
|
(204
|
)
|
|
2,651
|
|
|||||||||
Net interest income/(loss) after provision for credit losses
|
1,508
|
|
|
530
|
|
|
(280
|
)
|
|
332
|
|
|
(725
|
)
|
|
324
|
|
|
484
|
|
|
146
|
|
|
2,319
|
|
|||||||||
Total noninterest income
|
1,129
|
|
|
235
|
|
|
88
|
|
|
672
|
|
|
521
|
|
|
821
|
|
|
295
|
|
|
(32
|
)
|
|
3,729
|
|
|||||||||
Total noninterest expense
|
2,526
|
|
|
448
|
|
|
469
|
|
|
498
|
|
|
1,065
|
|
|
919
|
|
|
19
|
|
|
(33
|
)
|
|
5,911
|
|
|||||||||
Income/(loss) before provision/(benefit) for income taxes
|
111
|
|
|
317
|
|
|
(661
|
)
|
|
506
|
|
|
(1,269
|
)
|
|
226
|
|
|
760
|
|
|
147
|
|
|
137
|
|
|||||||||
Provision/(benefit) for income taxes
3
|
38
|
|
|
114
|
|
|
(332
|
)
|
|
186
|
|
|
(483
|
)
|
|
81
|
|
|
262
|
|
|
65
|
|
|
(69
|
)
|
|||||||||
Net income/(loss) including income attributable to noncontrolling interest
|
73
|
|
|
203
|
|
|
(329
|
)
|
|
320
|
|
|
(786
|
)
|
|
145
|
|
|
498
|
|
|
82
|
|
|
206
|
|
|||||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
9
|
|
|
—
|
|
|
17
|
|
|||||||||
Net income/(loss)
|
|
$73
|
|
|
|
$203
|
|
|
|
($329
|
)
|
|
|
$320
|
|
|
|
($787
|
)
|
|
|
$138
|
|
|
|
$489
|
|
|
|
$82
|
|
|
|
$189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Year ended December 31, 2009
|
||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Retail Banking
|
|
Diversified
Commercial
Banking
|
|
CRE
|
|
CIB
|
|
Mortgage
|
|
W&IM
|
|
Corporate Other
and Treasury
|
|
Reconciling
Items
|
|
Consolidated
|
||||||||||||||||||
Average total assets
|
|
$39,249
|
|
|
|
$26,766
|
|
|
|
$13,631
|
|
|
|
$21,416
|
|
|
|
$37,295
|
|
|
|
$9,133
|
|
|
26,713
|
|
|
|
$1,239
|
|
|
|
$175,442
|
|
|
Average total liabilities
|
73,128
|
|
|
19,939
|
|
|
2,398
|
|
|
12,400
|
|
|
3,944
|
|
|
11,560
|
|
|
29,641
|
|
|
146
|
|
|
153,156
|
|
|||||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,286
|
|
|
22,286
|
|
|||||||||
Net interest income
|
|
$2,295
|
|
|
|
$472
|
|
|
|
$178
|
|
|
|
$304
|
|
|
|
$500
|
|
|
|
$345
|
|
|
|
$429
|
|
|
|
($57
|
)
|
|
|
$4,466
|
|
FTE adjustment
|
—
|
|
|
107
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
123
|
|
|||||||||
Net interest income - FTE
1
|
2,295
|
|
|
579
|
|
|
178
|
|
|
306
|
|
|
500
|
|
|
345
|
|
|
443
|
|
|
(57
|
)
|
|
4,589
|
|
|||||||||
Provision for credit losses
2
|
1,236
|
|
|
112
|
|
|
435
|
|
|
248
|
|
|
1,125
|
|
|
79
|
|
|
2
|
|
|
827
|
|
|
4,064
|
|
|||||||||
Net interest income/(loss) after provision for credit losses
|
1,059
|
|
|
467
|
|
|
(257
|
)
|
|
58
|
|
|
(625
|
)
|
|
266
|
|
|
441
|
|
|
(884
|
)
|
|
525
|
|
|||||||||
Total noninterest income
|
1,152
|
|
|
247
|
|
|
94
|
|
|
616
|
|
|
687
|
|
|
754
|
|
|
192
|
|
|
(32
|
)
|
|
3,710
|
|
|||||||||
Total noninterest expense
|
2,536
|
|
|
467
|
|
|
730
|
|
|
486
|
|
|
1,389
|
|
|
858
|
|
|
128
|
|
|
(32
|
)
|
|
6,562
|
|
|||||||||
Income/(loss) before provision/(benefit) for income taxes
|
(325
|
)
|
|
247
|
|
|
(893
|
)
|
|
188
|
|
|
(1,327
|
)
|
|
162
|
|
|
505
|
|
|
(884
|
)
|
|
(2,327
|
)
|
|||||||||
Provision/(benefit) for income taxes
3
|
(122
|
)
|
|
90
|
|
|
(302
|
)
|
|
71
|
|
|
(355
|
)
|
|
62
|
|
|
115
|
|
|
(334
|
)
|
|
(775
|
)
|
|||||||||
Net income/(loss) including income attributable to noncontrolling interest
|
(203
|
)
|
|
157
|
|
|
(591
|
)
|
|
117
|
|
|
(972
|
)
|
|
100
|
|
|
390
|
|
|
(550
|
)
|
|
(1,552
|
)
|
|||||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|||||||||
Net income/(loss)
|
|
($203
|
)
|
|
|
$157
|
|
|
|
($591
|
)
|
|
|
$117
|
|
|
|
($975
|
)
|
|
|
$100
|
|
|
|
$381
|
|
|
|
($550
|
)
|
|
|
($1,564
|
)
|
|
Pre-tax Amount
|
|
Income Tax (Expense) Benefit
|
|
After-tax Amount
|
||||||
(Dollars in millions)
|
|
|
|||||||||
AOCI, January 1, 2009
|
|
$1,523
|
|
|
|
($542
|
)
|
|
|
$981
|
|
Unrealized net gain on securities
|
529
|
|
|
(188
|
)
|
|
341
|
|
|||
Unrealized net loss on derivatives
|
(190
|
)
|
|
59
|
|
|
(131
|
)
|
|||
Change related to employee benefit plans
|
394
|
|
|
(143
|
)
|
|
251
|
|
|||
Adoption of OTTI guidance
|
(12
|
)
|
|
4
|
|
|
(8
|
)
|
|||
Reclassification adjustment for realized gains and losses on securities
|
(98
|
)
|
|
38
|
|
|
(60
|
)
|
|||
Reclassification adjustment for realized gains and losses on derivatives
|
(485
|
)
|
|
181
|
|
|
(304
|
)
|
|||
AOCI, December 31, 2009
|
1,661
|
|
|
(591
|
)
|
|
1,070
|
|
|||
Unrealized net gain on securities
|
770
|
|
|
(283
|
)
|
|
487
|
|
|||
Unrealized net gain on derivatives
|
802
|
|
|
(293
|
)
|
|
509
|
|
|||
Change related to employee benefit plans
|
106
|
|
|
(46
|
)
|
|
60
|
|
|||
Reclassification adjustment for realized gains and losses on securities
|
(191
|
)
|
|
70
|
|
|
(121
|
)
|
|||
Reclassification adjustment for realized gains and losses on derivatives
|
(617
|
)
|
|
228
|
|
|
(389
|
)
|
|||
AOCI, December 31, 2010
|
2,531
|
|
|
(915
|
)
|
|
1,616
|
|
|||
Unrealized net gain on securities
|
653
|
|
|
(242
|
)
|
|
411
|
|
|||
Unrealized net gain on derivatives
|
684
|
|
|
(253
|
)
|
|
431
|
|
|||
Change related to employee benefit plans
|
(382
|
)
|
|
141
|
|
|
(241
|
)
|
|||
Reclassification adjustment for realized gains and losses on securities
|
(117
|
)
|
|
43
|
|
|
(74
|
)
|
|||
Reclassification adjustment for realized gains and losses on derivatives
|
(625
|
)
|
|
231
|
|
|
(394
|
)
|
|||
AOCI, December 31, 2011
|
|
$2,744
|
|
|
|
($995
|
)
|
|
|
$1,749
|
|
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
||||||
Unrealized net gain on AFS securities
|
|
$1,863
|
|
|
|
$1,526
|
|
|
|
$1,160
|
|
Unrealized net gain on derivative financial instruments
|
569
|
|
|
532
|
|
|
412
|
|
|||
Employee benefit plans
|
(683
|
)
|
|
(442
|
)
|
|
(502
|
)
|
|||
Total AOCI
|
|
$1,749
|
|
|
|
$1,616
|
|
|
|
$1,070
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Consulting and legal
|
|
|
$120
|
|
|
|
$84
|
|
|
|
$57
|
|
Other staff expense
|
|
95
|
|
|
55
|
|
|
51
|
|
|||
Postage and delivery
|
|
81
|
|
|
83
|
|
|
84
|
|
|||
Communications
|
|
63
|
|
|
64
|
|
|
67
|
|
|||
Operating supplies
|
|
45
|
|
|
47
|
|
|
41
|
|
|||
Mortgage reinsurance
|
|
28
|
|
|
27
|
|
|
115
|
|
|||
Other expense
|
|
299
|
|
|
332
|
|
|
337
|
|
|||
Total other noninterest expense
|
|
|
$731
|
|
|
|
$692
|
|
|
|
$752
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends
1
|
|
|
$29
|
|
|
|
$28
|
|
|
|
$14
|
|
Interest on loans
|
|
11
|
|
|
2
|
|
|
3
|
|
|||
Trading income/(loss)
|
|
53
|
|
|
44
|
|
|
(2
|
)
|
|||
Other income
|
|
132
|
|
|
165
|
|
|
62
|
|
|||
Total income
|
|
225
|
|
|
239
|
|
|
77
|
|
|||
Expense
|
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
|
9
|
|
|
9
|
|
|
8
|
|
|||
Interest on long-term debt
|
|
226
|
|
|
228
|
|
|
273
|
|
|||
Employee compensation and benefits
2
|
|
(7
|
)
|
|
(13
|
)
|
|
(46
|
)
|
|||
Service fees to subsidiaries
|
|
11
|
|
|
2
|
|
|
15
|
|
|||
Potential mortgage servicing settlement and claims expense
|
|
120
|
|
|
—
|
|
|
—
|
|
|||
Other expense
|
|
13
|
|
|
21
|
|
|
36
|
|
|||
Total expense
|
|
372
|
|
|
247
|
|
|
286
|
|
|||
Loss before income taxes and equity in undistributed income/(loss) of subsidiaries
|
|
(147
|
)
|
|
(8
|
)
|
|
(209
|
)
|
|||
Income tax benefit
|
|
49
|
|
|
12
|
|
|
97
|
|
|||
(Loss)/income before equity in undistributed income/(loss) of subsidiaries
|
|
(98
|
)
|
|
4
|
|
|
(112
|
)
|
|||
Equity in undistributed income/(loss) of subsidiaries
|
|
745
|
|
|
185
|
|
|
(1,452
|
)
|
|||
Net income/(loss)
|
|
647
|
|
|
189
|
|
|
(1,564
|
)
|
|||
Preferred dividends, Series A
|
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
(66
|
)
|
|
(267
|
)
|
|
(266
|
)
|
|||
Accelerated accretion associated with repurchase of preferred stock issued
to the U.S. Treasury
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on repurchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
94
|
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
|
(5
|
)
|
|
(2
|
)
|
|
17
|
|
|||
Net income/(loss) available to common shareholders
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
December 31
|
||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
||||
Assets
|
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
|
$220
|
|
|
|
$1
|
|
Interest-bearing deposits held at other banks
|
|
19
|
|
|
19
|
|
||
Interest-bearing deposits held at SunTrust Bank
|
|
1,402
|
|
|
2,857
|
|
||
Cash and cash equivalents
|
|
1,641
|
|
|
2,877
|
|
||
Trading assets
|
|
93
|
|
|
207
|
|
||
Securities available for sale
|
|
324
|
|
|
4,717
|
|
||
Loans to subsidiaries
|
|
3,666
|
|
|
481
|
|
||
Investment in capital stock of subsidiaries stated on the
basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
|
||||
Banking subsidiaries
|
|
21,783
|
|
|
20,631
|
|
||
Nonbanking subsidiaries
|
|
1,278
|
|
|
1,249
|
|
||
Goodwill
|
|
99
|
|
|
99
|
|
||
Other assets
|
|
397
|
|
|
324
|
|
||
Total assets
|
|
|
$29,281
|
|
|
|
$30,585
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
|
||||
Subsidiaries
|
|
|
$392
|
|
|
|
$284
|
|
Non-affiliated companies
|
|
1,710
|
|
|
1,355
|
|
||
Long-term debt:
|
|
|
|
|
||||
Subsidiaries
|
|
160
|
|
|
160
|
|
||
Non-affiliated companies
|
|
6,294
|
|
|
4,978
|
|
||
Other liabilities
|
|
766
|
|
|
807
|
|
||
Total liabilities
|
|
9,322
|
|
|
7,584
|
|
||
Preferred stock
|
|
275
|
|
|
4,942
|
|
||
Common stock
|
|
550
|
|
|
515
|
|
||
Additional paid in capital
|
|
9,306
|
|
|
8,403
|
|
||
Retained earnings
|
|
8,978
|
|
|
8,542
|
|
||
Treasury stock, at cost, and other
|
|
(899
|
)
|
|
(1,017
|
)
|
||
AOCI, net of tax
|
|
1,749
|
|
|
1,616
|
|
||
Total shareholders’ equity
|
|
19,959
|
|
|
23,001
|
|
||
Total liabilities and shareholders’ equity
|
|
|
$29,281
|
|
|
|
$30,585
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2011
|
|
2010
|
|
2009
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Equity in undistributed (income)/loss of subsidiaries
|
|
(745
|
)
|
|
(185
|
)
|
|
1,452
|
|
|||
Depreciation, amortization and accretion
|
|
17
|
|
|
15
|
|
|
12
|
|
|||
Potential mortgage servicing settlement and claims expense
|
|
120
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax (benefit)/provision
|
|
(56
|
)
|
|
(7
|
)
|
|
23
|
|
|||
Stock option compensation and amortization of restricted stock compensation
|
|
44
|
|
|
66
|
|
|
77
|
|
|||
Net (gain)/loss on extinguishment of debt
|
|
(3
|
)
|
|
1
|
|
|
32
|
|
|||
Net securities gains
|
|
(92
|
)
|
|
(38
|
)
|
|
(7
|
)
|
|||
Net gain on sale of assets
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|||
Contributions to retirement plans
|
|
(8
|
)
|
|
(8
|
)
|
|
(26
|
)
|
|||
Net (increase)/decrease in other assets
|
|
(192
|
)
|
|
38
|
|
|
50
|
|
|||
Net increase in other liabilities
|
|
10
|
|
|
123
|
|
|
48
|
|
|||
Net cash (used in)/provided by operating activities
|
|
(258
|
)
|
|
176
|
|
|
97
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
||||||
Proceeds from maturities, calls and repayments of securities available for sale
|
|
61
|
|
|
164
|
|
|
81
|
|
|||
Proceeds from sales of securities available for sale
|
|
6,700
|
|
|
7,664
|
|
|
38
|
|
|||
Purchases of securities available for sale
|
|
(2,374
|
)
|
|
(7,737
|
)
|
|
(5,540
|
)
|
|||
Proceeds from maturities, calls and repayments of trading securities
|
|
137
|
|
|
97
|
|
|
129
|
|
|||
Proceeds from sales of trading securities
|
|
75
|
|
|
79
|
|
|
9
|
|
|||
Purchases of trading securities
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|||
Net change in loans to subsidiaries
|
|
(3,185
|
)
|
|
221
|
|
|
134
|
|
|||
Capital contributions to subsidiaries
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|||
Sale of other assets
|
|
—
|
|
|
7
|
|
|
—
|
|
|||
Other, net
|
|
—
|
|
|
15
|
|
|
2
|
|
|||
Net cash provided by/(used in) investing activities
|
|
1,164
|
|
|
510
|
|
|
(5,234
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
||||||
Net increase in other short-term borrowings
|
|
463
|
|
|
5
|
|
|
444
|
|
|||
Proceeds from the issuance of long-term debt
|
|
1,749
|
|
|
—
|
|
|
575
|
|
|||
Repayment of long-term debt
|
|
(482
|
)
|
|
(350
|
)
|
|
(673
|
)
|
|||
Proceeds from the issuance of preferred stock
|
|
103
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
|
1,017
|
|
|
—
|
|
|
1,830
|
|
|||
Repurchase of preferred stock
|
|
(4,850
|
)
|
|
—
|
|
|
(228
|
)
|
|||
Dividends paid
|
|
(131
|
)
|
|
(259
|
)
|
|
(329
|
)
|
|||
Purchase of outstanding warrants
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/provided by financing activities
|
|
(2,142
|
)
|
|
(604
|
)
|
|
1,619
|
|
|||
Net (decrease)/increase in cash and cash equivalents
|
|
(1,236
|
)
|
|
82
|
|
|
(3,518
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
2,877
|
|
|
2,795
|
|
|
6,313
|
|
|||
Cash and cash equivalents at end of period
|
|
|
$1,641
|
|
|
|
$2,877
|
|
|
|
$2,795
|
|
Supplemental Disclosures:
|
|
|
|
|
|
|
||||||
Income taxes (paid to)/received from subsidiaries
|
|
|
($2
|
)
|
|
|
($338
|
)
|
|
|
$125
|
|
Income taxes (paid)/received by Parent Company
|
|
(66
|
)
|
|
406
|
|
|
(1
|
)
|
|||
Net income taxes (paid)/received by Parent Company
|
|
|
($68
|
)
|
|
|
$68
|
|
|
|
$124
|
|
Interest paid
|
|
|
$246
|
|
|
|
$233
|
|
|
|
$275
|
|
Accretion of discount for preferred stock issued to the U.S. Treasury
|
|
80
|
|
|
25
|
|
|
23
|
|
|||
Extinguishment of forward stock purchase contract
|
|
—
|
|
|
—
|
|
|
174
|
|
|||
Gain on repurchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
94
|
|
|||
Noncash capital contribution to subsidiary
|
|
—
|
|
|
997
|
|
|
152
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
Item 11.
|
EXECUTIVE COMPENSATION.
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Item 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
Exhibit
|
|
Description
|
|
|
|
3.1
|
|
|
Amended and Restated Articles of Incorporation
of the Registrant, restated effective January 16, 2009, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed January 22, 2009.
|
|
*
|
|
|
|
|||
3.2
|
|
|
Bylaws of the Registrant
, as amended and restated on August 8, 2011, incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 9, 2011.
|
|
*
|
|
|
|
|||
4.1
|
|
|
Indenture
between Registrant and PNC, N.A., as Trustee, incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-62162.
|
|
*
|
|
|
|
|||
4.2
|
|
|
Indenture
between Registrant and The First National Bank of Chicago, as Trustee, incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-62162.
|
|
*
|
|
|
|
|||
4.3
|
|
|
Form of Indenture
to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-25381.
|
|
*
|
|
|
|
|||
4.4
|
|
|
Second Supplemental Indenture
by and among National Commerce Financial Corporation, SunTrust Banks, Inc. and The Bank of New York, as Trustee, dated September 22, 2004, incorporated by reference to Exhibit 4.9 to Registrant’s 2004 Annual Report on Form 10-K.
|
|
*
|
|
|
|
|||
4.5
|
|
|
First Supplemental Indenture
between National Commerce Financial Corporation and the Bank of New York, as Trustee, dated as of March 27, 1997, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 of National Commerce Bancorporation (File No. 333-29251).
|
|
*
|
|
|
|
|||
4.6
|
|
|
Indenture
between National Commerce Financial Corporation and The Bank of New York, as Trustee, dated as of March 27, 1997, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of National Commerce Bancorporation (File No. 333-29251).
|
|
*
|
|
|
|
|||
4.7
|
|
|
Indenture
, dated as of October 25, 2006, between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A filed on December 5, 2006.
|
|
*
|
|
|
|
|||
4.8
|
|
|
Form of First Supplemental Indenture
(to Indenture dated as of October 25, 2006) between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.5 to the Registrant’s Registration Statement on Form 8-A filed on October 24, 2006.
|
|
*
|
|
|
|
|||
4.9
|
|
|
Form of Second Supplemental Indenture
(to Indenture dated as of October 25, 2006) between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A filed on December 5, 2006.
|
|
*
|
|
|
|
|||
4.10
|
|
|
Senior Indenture
dated as of September 10, 2007 by and between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on September 10, 2007.
|
|
*
|
|
|
|
|||
4.11
|
|
|
Form of Third Supplemental Indenture to the Junior Subordinated Notes Indenture
between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A filed on March 3, 2008.
|
|
*
|
|
|
|
|||
4.12
|
|
|
Warrant Agreement
dated September 22, 2011, among SunTrust Banks, Inc., Computershare Inc. and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed September 23, 2011.
|
|
*
|
|
|
|
|||
4.13
|
|
|
Warrant Agreement
dated September 22, 2011, among SunTrust Banks, Inc., Computershare Inc. and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-A filed September 23, 2011.
|
|
*
|
|
|
|
|||
4.14
|
|
|
Form of Series A Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed September 12, 2006.
|
|
*
|
|
|
|
|
|
|
10.1
|
|
|
SunTrust Banks, Inc. Annual Incentive Plan (formerly Management Incentive Plan),
amended and restated as of January 1, 2012.
|
|
(filed herewith)
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
10.2
|
|
|
SunTrust Banks, Inc. 2009 Stock Plan,
amended and restated as of January 1, 2011, incorporated by reference to Appendix A to the Company's definitive proxy statement filed March 8, 2011,
together with
(i) Form of Nonqualified Stock Option Agreement; (ii) Form of Performance-Vested Stock Option Agreement; (iii) Form of Pro-Rata Nonqualified Stock Option Award Agreement; (iv) Form of Restricted Stock Agreement (3-year cliff vesting); (v) Form of Restricted Stock Agreement (3-year ratable vesting); (vi) Form of Performance Stock Agreement; (vii) Form of CCP Long Term Restricted Stock Award Agreement; (viii) Form of Performance Stock Unit Agreement; (ix) Form of TSR Performance-Vested Restricted Stock Unit Award Agreement; (x) Form of Tier 1 Capital Performance-Vested Restricted Stock Unit Award Agreement; (xi) Form of (2010) Salary Share Stock Unit Award Agreement; (xii) Form of (2011) SunTrust Banks, Inc. Salary Share Stock Unit Agreement; (xiii) Form of Non-Employee Director Restricted Stock Award Agreement; and (xiv) Form of Non-Employee Director Restricted Stock Unit Award Agreement;
incorporated by reference to
(i) Exhibit 10.1 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (ii) Exhibit 10.2 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (iii) Exhibit 10.3 of the Company's Current Report on Form 8-K filed April 4, 2011; (iv) Exhibit 10.1.4 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (v) Exhibit 10.1.3 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (vi) Exhibit 10.1.6 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (vii) Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed November 5, 2010; (viii) Exhibit 10.1.7 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (ix) Exhibit 10.1 of the Company's Current Report on Form 8-K/A filed April 27, 2011; (x) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 4, 2011; (xi) Exhibit 10.2 of the Company's Current Report on Form 8-K/A filed January 22, 2010; (xii) Exhibit 10.5 of the Company's Current Report on Form 8-K filed January 6, 2011; (xiii) Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 27, 2011; and (xiv) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 27, 2011.
|
|
*
|
|
|
|
|
|
|
10.3
|
|
|
SunTrust Banks, Inc. 2004 Stock Plan
effective April 20, 2004, as amended and restated February 12, 2008, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 15, 2008, as further amended effective January 1, 2009, incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form 8-K filed January 7, 2009, together with (i) Form of Non-Qualified Stock Option Agreement, (ii) Form of Restricted Stock Agreement, (iii) Form of Director Restricted Stock Agreement, and (iv) Form of Director Restricted Stock Unit Agreement, incorporated by reference to (i) Exhibit 10.70 of the Registrant’s Quarterly Report on Form 10-Q filed May 8, 2006, (ii)Exhibit 10.71 of the Registrant’s Quarterly Report on Form 10-Q filed May 8, 2006, (iii) Exhibit 10.72 of the Registrant’s Quarterly Report on Form 10-Q filed May 8, 2006, and (iv) Exhibit 10.74 of the Registrant’s Quarterly Report on Form 10-Q filed May 8, 2006.
|
|
*
|
|
|
|
|
|
|
10.4
|
|
|
SunTrust Banks, Inc. 2000 Stock Plan,
effective February 8, 2000, and amendments effective January 1, 2005, November 14, 2006, and January 1, 2009, incorporated by reference to Exhibit A to Registrant’s 2000 Proxy Statement on Form 14A (File No. 001-08918), to Exhibits 10.1 and 10.2 to the Registrant’s Current Report on Form 8-K filed February 16, 2007, and to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
|
|
|
|||
10.5
|
|
|
SunTrust Banks, Inc. 1995 Executive Stock Plan,
and amendments effective as of August 11, 1998 and January 1, 2009, incorporated by reference to Exhibit 10.16 to Registrant’s 1999 Annual Report on Form 10-K (File No. 001-08918), Exhibit 10.20 to Registrant’s 1998 Annual Report on Form 10-K (File No. 001-08918), and to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
|
|
|
|
|
|
10.6
|
|
|
GB&T Bancshares, Inc. Stock Option Plan of 1997
, incorporated by reference to Exhibit 10.6 to the annual report on Form 10-K of GB&T Bancshares Inc. filed March 31, 2003 (File No. 005-82430).
|
|
*
|
|
|
|
|
|
|
10.7
|
|
|
GB&T Bancshares, Inc. 2007 Omnibus Long-Term Incentive Plan
, incorporated by reference to Appendix A to the definitive proxy statement of GB&T Bancshares Inc. filed April 18, 2007 (File No. 005-82430).
|
|
*
|
|
|
|
|
|
|
10.8
|
|
|
SunTrust Banks, Inc. Performance Stock Agreement,
effective February 11, 1992, and amendment effective February 10, 1998, incorporated by reference to Exhibit 10.10 to Registrant’s 2003 Annual Report on Form 10-K (File No. 001-08918).
|
|
*
|
|
|
|
|
|
|
10.9
|
|
|
SunTrust Banks, Inc. Supplemental Executive Retirement Plan
, amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011, as
further amended by Amendment Number One, effective as of January 1, 2012, filed herewith.
|
|
(filed herewith)
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.10
|
|
|
SunTrust Banks, Inc. ERISA Excess Retirement Plan,
amended and restated effective as of January 1, 2011, incorporated by reference to Exhibit 10.8 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011,
as further amended by Amendment Number One, effective as of January 1, 2012, filed herewith.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.11
|
|
|
SunTrust Restoration Plan
, amended and restated effective May 31, 2011, incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011,
as further amended by Amendment Number One, effective as of January 1, 2012, filed herewith.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.12
|
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed January 6, 2011,
as further amended by Amendment Number One, effective as of January 1, 2012, filed herewith.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.13
|
|
|
Crestar Financial Corporation Deferred Compensation Program
under Incentive Compensation Plan of Crestar Financial Corporation and Affiliated Corporations, and amendments effective January 1, 1994 and effective September 21, 1995, incorporated by reference to Exhibit 10.30 to Registrant’s 2000 Annual Report on Form 10-K (File No. 001-08918) and Exhibit 10.34 to Registrant’s 1998 Annual Report on Form 10-K (File No. 001-08918).
|
|
*
|
|
|
|
|
|
|
10.14
|
|
|
Form of Change in Control Agreements
between Registrant and William H. Rogers, Jr., Aleem Gillani, Thomas E. Freeman, and Thomas G. Kuntz, effective as of January 1, 2010, incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed February 23, 2010.
|
|
*
|
|
|
|
|
|
|
10.15
|
|
|
Form of Change in Control Agreement
between Registrant and James M. Wells III and Mark A. Chancy effective as of January 1, 2010, incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed February 23, 2010.
|
|
*
|
|
|
|
|
|
|
10.16
|
|
|
Form of Change in Control Agreement
.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.17
|
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated effective as of May 31, 2011, incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011.
|
|
*
|
|
|
|
|
|
|
10.18
|
|
|
Crestar Financial Corporation Deferred Compensation Plan for Outside Directors of Crestar Financial Corporation and Crestar Bank,
as restated with amendments through January 1, 2009, incorporated by reference to Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K filed March 2, 2009.
|
|
*
|
|
|
|
|
|
|
10.19
|
|
|
Crestar Financial Corporation Directors’ Equity Program
, as restated as of December 31, 2008, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
|
|
|
|
|
|
10.20
|
|
|
National Commerce Financial Corporation Directors’ Fees Deferral Plan and First Amendment,
effective January 1, 2002, and amendments effective January 1, 2005 and November 14, 2006, incorporated by reference to Exhibit 10.64 to Registrant’s 2004 Annual Report on Form 10-K, and Exhibits 10.1 and 10.2 to the Registrant’s Current Report on Form 8-K filed February 16, 2007.
|
|
*
|
|
|
|
|
|
|
10.21
|
|
|
Letter Agreement dated August 10, 2004 from Registrant to James M. Wells III
, regarding split dollar life insurance, incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004.
|
|
*
|
|
|
|
|
|
|
10.22
|
|
|
SunTrust Banks, Inc. 401(k) Plan
, as amended and restated effective as of January 1, 2010 (reflecting amendments through December 31, 2010), incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed February 25, 2011.
|
|
(filed herewith)
|
|
|
|
|||
10.23
|
|
|
SunTrust Banks, Inc. 401(k) Plan Trust Agreement
, amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K filed February 25, 2011.
|
|
(filed herewith)
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
10.24
|
|
|
Transition Benefits, Nonsolicitation, Waiver and Release Agreement and Agreement to Arbitrate
between Timothy E. Sullivan and SunTrust Banks, Inc. made as of August 8, 2011, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed August 12, 2011.
|
|
*
|
|
|
|
|
|
|
10.25
|
|
|
Consent Order
dated April 13, 2011 by and among the Board of Governors of the Federal Reserve System, SunTrust Banks, Inc.; SunTrust Bank; and SunTrust Mortgage, Inc., incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011.
|
|
*
|
|
|
|
|
|
|
10.26
|
|
|
Form of Co-investment Restricted Stock Unit Award Agreement
with clawback under the SunTrust Banks, Inc. 2009 Stock Plan.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.27
|
|
|
Form of Performance Vested (ROA) Restricted Stock Unit Award Agreement
with clawback under the SunTrust Banks, Inc. 2009 Stock Plan.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.28
|
|
|
Form of Performance Vested (TSR) Restricted Stock Unit Award Agreement
with clawback under the SunTrust Banks, Inc. 2009 Stock Plan.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.29
|
|
|
Form of Nonqualified Stock Option Award Agreement
with clawback under the SunTrust Banks, Inc. 2009 Stock Plan.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.30
|
|
|
Form of Time Vested Restricted Stock Award Agreement
with clawback under the SunTrust Banks, Inc. 2009 Stock Plan.
|
|
(filed herewith)
|
|
|
|
|
|
|
12.1
|
|
|
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
|
|
(filed herewith)
|
|
|
|
|||
21.1
|
|
|
Registrant’s Subsidiaries.
|
|
(filed herewith)
|
|
|
|
|||
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
(filed herewith)
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chairman and Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
(filed herewith)
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer and Corporate Executive Vice President
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
(filed herewith)
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chairman and Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
(filed herewith)
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer and Corporate Executive Vice President
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
(filed herewith)
|
|
|
|
|
|
|
99.1
|
|
|
Certification of Chairman and Chief Executive Officer
pursuant to the Emergency Economic Stability Act of 2008.
|
|
(filed herewith)
|
|
|
|
|
|
|
99.2
|
|
|
Certification of Corporate Executive Vice President and Chief Financial Officer
pursuant to the Emergency Economic Stability Act of 2008.
|
|
(filed herewith)
|
|
|
|
|
|
|
101.1
|
|
|
Interactive Data File.
|
|
(filed herewith)
|
*
|
incorporated by reference
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
Dated:
|
February 24, 2012
|
|
By: /s/ William H. Rogers, Jr.
|
|
|
|
William H. Rogers, Jr., Chairman
|
|
|
|
and Chief Executive Officer
|
Signatures
|
|
Date
|
|
Title
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
/s/ William H. Rogers, Jr.
|
|
2/24/2012
|
Chairman of the Board (Director) and
|
|
William H. Rogers, Jr.
|
Date
|
Chief Executive Officer
|
||
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ Aleem Gillani
|
|
2/24/2012
|
Corporate Executive Vice President and
|
|
Aleem Gillani
|
|
Date
|
Chief Financial Officer
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ Thomas E. Panther
|
|
2/24/2012
|
Senior Vice President and Director of Corporate
|
|
Thomas E. Panther
|
|
Date
|
Finance & Controller
|
|
|
|
|
||
Directors:
|
|
|
|
|
/s/ Robert M. Beall, II
|
|
2/24/2012
|
Director
|
|
Robert M. Beall, II
|
|
Date
|
|
|
|
|
|
||
/s/ Alston D. Correll
|
|
2/24/2012
|
Director
|
|
Alston D. Correll
|
|
Date
|
|
|
|
|
|
||
/s/ Jeffrey C. Crowe
|
|
2/24/2012
|
Director
|
|
Jeffrey C. Crowe
|
|
Date
|
|
|
|
|
|
|
|
/s/ Blake P. Garrett, Jr.
|
|
2/24/2012
|
Director
|
|
Blake P. Garrett, Jr.
|
|
Date
|
|
|
|
|
|
||
/s/ David H. Hughes
|
|
2/24/2012
|
Director
|
|
David H. Hughes
|
|
Date
|
|
|
|
|
|
||
/s/ M. Douglas Ivester
|
|
2/24/2012
|
Director
|
|
M. Douglas Ivester
|
|
Date
|
|
|
|
|
|
|
|
/s/ J. Hicks Lanier
|
|
2/14/2012
|
Director
|
|
J. Hicks Lanier
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kyle Prechtl Legg
|
|
2/24/2012
|
Director
|
|
Kyle Prechtl Legg
|
|
Date
|
|
|
|
|
|
|
|
/s/ William A. Linnenbringer
|
|
2/14/2012
|
Director
|
|
William A. Linnenbringer
|
|
Date
|
|
|
|
|
|
||
/s/ G. Gilmer Minor, III
|
|
2/14/2012
|
Director
|
|
G. Gilmer Minor, III
|
Date
|
|
||
|
|
|
||
/s/ David M. Ratcliffe
|
|
2/14/2012
|
Director
|
|
David M. Ratcliffe
|
|
Date
|
|
|
|
|
|
||
/s/ Frank S. Royal, M.D.
|
|
2/24/2012
|
|
Director
|
Frank S. Royal, M.D.
|
Date
|
|
||
|
|
|
|
|
/s/ Thomas R. Watjen
|
|
2/24/2012
|
|
Director
|
Thomas R. Watjen
|
Date
|
|
||
|
|
|
||
/s/ Dr. Phail Wynn, Jr.
|
|
2/24/2012
|
|
Director
|
Dr. Phail Wynn, Jr.
|
|
Date
|
|
1.
|
Article 1 is amended to add two new paragraphs at the end to read as follows:
|
2.
|
Section 2.22 is amended to add a new sentence immediately following the second sentence therein to read as follows:
|
3.
|
Section 2.23 is amended to add a new subsection (c) at the end to read as follows:
|
4.
|
Section 2.24 is amended to add a new subsection (c) at the end to read as follows:
|
5.
|
Section 2.25 is amended to add a new sentence at the end to read as follows:
|
6.
|
Article 3 is amended to add a new paragraph at the end to read as follows:
|
7.
|
Section 4.1 is amended to add a new subsection (e) at the end to read as follows:
|
8.
|
Section 13.4(a) is revised in its entirety to read as follow:
|
(a)
|
notwithstanding anything herein or in an Individual Agreement to the contrary, such Participant’s SERP Average Compensation shall be equal to the highest amount of his or her SERP Compensation for any full calendar year during the ten (10) consecutive calendar years which end on or immediately before December 31, 2011.
|
9.
|
Section 13.4(b) is amended to add a new subsection (3) at the end to read as follows:
|
(3)
|
Notwithstanding anything herein or in an Individual Agreement to the contrary, the SERP Service of all Participants shall be frozen and cease to accrue at the end of business on December 31, 2011; provided however, any SERP Service the Participant is entitled to above will continue to be considered for determining eligibility for early commencement reduction factors used in the Retirement Plan.
|
10.
|
Section 13.5(a) is revised in its entirety to read as follows:
|
(a)
|
notwithstanding anything herein or in an Individual Agreement to the contrary, such Participant’s SERP Average Compensation shall be equal to the highest amount of his or her SERP Compensation for any full calendar year during the ten (10) consecutive calendar years which end on or immediately before December 31, 2011.
|
11.
|
Section 13.5(b) is amended to add a new sentence at the end to read as follows:
|
1.
|
Article 1 is amended to add two new paragraphs at the end to read as follows:
|
2.
|
Section 2.14 is amended to add a new subsection (f) at the end to read as follows:
|
3.
|
Article 3 is amended to add a new Section 3.4 at the end to read as follows:
|
4.
|
Section 4.1 is amended to add a new sentence at the end to read as follows:
|
1.
|
The Preamble of the Restoration Plan is revised to add two new paragraphs at the end to read as follows:
|
2.
|
The definition of “Compensation” in Article 1 is amended to add a new sentence at the end to read as follows:
|
3.
|
The definition of “Vesting Service” in Article 1 is amended to add a new sentence at the end to read as follows:
|
4.
|
Article II is amended to add a new paragraph at the end to read as follows:
|
5.
|
Section 3.1 is amended to add a new paragraph at the end to read as follows:
|
6.
|
The last sentence in Section 3.3 is revised to read as follows:
|
1.
|
Article 2 is amended and renumbered to add the following new definition in alphabetical order to read as follows:
|
2.
|
Section 2.27, prior to any renumbering in connection with this Amendment One to the Plan, is amended and restated in its entirety to read as follows:
|
2.27
|
Participant
means (a) an Eligible Employee who has made a deferral election in accordance with the terms of the Plan; (b) an Employee who has had Mandatory Deferrals credited under the Plan; (c) an Employee who has a SERP Benefit credited under the Plan; (d) an Employee who is credited with a Company Contribution; or (e) an Employee or former Employee who continues to have a Plan benefit attributable to his participation in a prior plan that has not been distributed in full. An individual ceases to be a Participant when his entire benefit under the Plan has been distributed or forfeited.
|
3.
|
Section 3.1 is amended and restated in its entirety to read as follows:
|
3.1
|
Participation
. Participation in the Plan shall be limited to Eligible Employees and certain other Employees credited with any Company Contributions, Mandatory Deferrals or SERP Benefits. The Plan Administrator shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Plan Administrator shall determine. An Employee shall become a Participant by making a deferral election as an Eligible Employee under Section 3.2 or by being credited with a Mandatory Deferral under Section 3.4, a Company Contribution under Section 3.5, or a SERP Benefit under Section 3.8.
|
4.
|
Section 3.5 is amended and restated in its entirety to read as follows:
|
3.5
|
Company Contributions.
Each Plan Year beginning effective as set forth below, SunTrust shall credit the following amounts to a Participant’s Company Contribution Account, if applicable (each, a “Company Contribution”):
|
(a)
|
Matching
Contributions.
Each Plan Year beginning on and after January 1, 2012, for a Participant eligible to defer Base Salary, SunTrust shall credit to the Participant’s Company Contribution Account an amount, if any, equal to his elective deferrals credited for such Plan Year under Section 3.2 up to a maximum of 6% of the difference between Sections 3.5(d)(1) and (d)(2) below.
|
(b)
|
Company Discretionary Contributions.
SunTrust may elect for any Plan Year to make a discretionary Company Contribution. This discretionary Company Contribution for a Plan Year shall be allocated to Eligible Employees (whether or not such Employee actually makes a deferral election under the Plan) who:
|
(1)
|
are Employees on the last day of the Plan Year; or
|
(2)
|
who cease to be Employees during the Plan Year by reason of (i) death (ii) termination of employment because of a reduction in force (i.e., they received severance pay from
|
(c)
|
Special One-Time Company Contribution.
SunTrust will make a one-time special Company Contribution for the Plan Year ending December 31, 2011 in an amount equal to 5% of the difference between Sections 3.5(d)(1) and (d)(2) below on behalf of ERISA Excess Plan Participants and Restoration Plan Participants who (1) have completed twenty (20) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) or (2) have completed ten (10) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) and satisfy the “Rule of 60” (the sum of age and service equals or exceeds 60) as of December 31, 2011. Each such Employee must be an Employee on December 30, 2011 or must have ceased being an Employee during 2011 on account of one of the reasons set forth in Section 3.5(b)(2) above.
|
(d)
|
Eligible Income.
Company Contributions under Section 3.5 will be based on the Participant’s Eligible Income as follows:
|
(1)
|
An amount equal to the lesser of: (i) the Participant’s Eligible Income paid or deferred during the Plan Year, or (ii) two (2) times the annual compensation limit under Code section 401(a)(17) for the Plan Year (i.e., $490,000 for 2011); provided, however, for Tier 1 and Tier 2 SERP Participants and Restoration Plan Participants, this amount shall be equal to the Participant’s Eligible Income paid or deferred during the Plan Year;
|
(2)
|
The annual compensation limit under Code section 401(a)(17) for such Plan Year ($245,000 for 2011).
|
5.
|
Section 3.6 is amended and restated in its entirety to read as follows:
|
3.6
|
True-Up Contributions.
Each Plan Year beginning effective as set forth below, SunTrust shall credit the following amounts to a Participant’s Company Contribution Account, if applicable (each, a “True-Up Contribution”):
|
(a)
|
Nonqualified True-Up Contribution
. As soon as practicable on or after the last payroll processing date of each Plan Year beginning on and after January 1, 2010, for a Participant eligible to defer Base Salary, SunTrust shall make a True-Up Contribution, if any, equal to the difference between (i) the Company Contribution for the Participant determined for such Plan Year under Section 3.5(a), regardless of when the Participant reaches the annual compensation limit under Code section 401(a)(17), minus (ii) the actual amount of any Company Contributions under Section 3.5(a) credited during the Plan Year. In no event shall this True-Up Contribution exceed the Participant’s total elective deferrals under Section 3.2 for such Plan Year.
|
(b)
|
Savings Plan True-Up Contribution
. As soon as practicable on or after the last payroll processing date of each Plan Year beginning on and after January 1, 2012, SunTrust shall make a contribution on behalf of each Participant whose matching contribution to the SunTrust 401(k) Savings Plan (the “Savings Plan”) is reduced because of, and to the extent of, his or her elective deferrals in
|
1.
|
The Introduction to the Plan is amended by adding the following paragraph prior to the second to last paragraph, effective as of January 1, 2012:
|
2.
|
Section 1.1,
Accounts
, is amended to add the following:
|
(4)
|
Discretionary Contribution Account
means the Account to record Employer Discretionary Contributions allocated to a Participant under Section 3.2.
|
3.
|
A new Section 1.7A is added to read as follows, effective as of July 1, 2011:
|
1.7A
|
Benefits Committee
means the Benefits Plan Committee, a non-Board management committee which serves as the Plan Administrator. The membership and responsibilities of the Benefits Committee are described by Article 9.
|
4.
|
Section 1.8 is amended to read as follows, effective as of July 1, 2011:
|
1.8
|
Board
means the Board of Directors of the Company, or where applicable, the Executive Committee of the Board, as constituted from time to time.
|
5.
|
Section 1.11 is amended to read as follows, effective as of July 1, 2011:
|
1.11
|
Committee or Committees
means for purposes of Articles 8 and 9 the Benefits Committee or Finance Committee or both, as indicated by the context. Otherwise, except as further amended herein, any reference to the Committee means the Benefits Committee.
|
6.
|
A new Subsection 1.14(b) is added to read as follows:
|
(b)
|
Employer Discretionary Contributions
means contributions, in addition to Matching Contributions, that may be made by the Employers in such amount and for such classification of Employees as the Company shall determine, in its sole discretion, for the Plan Year. Employer Discretionary Contributions, if any, shall be delivered to the Trustee for deposit in the Trust Fund not later than the time prescribed by federal law (including extensions) for filing the federal income tax return of the Employer for the taxable year in which the Plan Year ends. For each Participant whose Employment Date is prior to January 1, 2011, Employer Discretionary Contributions are 100% vested when made. For each Participant whose Employment Date is after December 31, 2010, Employer Discretionary Contributions are 100% vested after he/she completes two Years of Vesting Service, becomes Disabled or dies.
|
7.
|
A new Section 1.35A is added to read as follows, effective as of July 1, 2011:
|
1.35A
|
Fiduciary
means any person who is a fiduciary within the meaning of Section 3(21) of ERISA and regulations issued thereunder from time to time.
|
8.
|
A new Section 1.35B is added to read as follows, effective as of July 1, 2011:
|
1.35B
|
Finance Committee
means the Benefits Finance Committee, a non-Board management committee which serves as the named fiduciary responsible for financial decisions of the Plan. The membership and responsibilities of the Finance Committee are described by Article 9.
|
9.
|
Section 1.43,
Named Fiduciary
,
is deleted effective as of July 1, 2011.
|
10.
|
Section 1.50 is amended to read as follows, effective as of July 1, 2011:
|
11.
|
Section 1.68 is amended to read as follows, effective as of July 1, 2011:
|
1.68
|
Trust (or Trust Fund)
means the assets of the Plan maintained under the Trust Agreement.
|
12.
|
A new Section 1.68A is added to read as follows, effective as of July 1, 2011:
|
1.68A
|
Trust Agreement
means
the trust agreement(s) made with respect to the assets of the Plan with the Trustee, as such may be amended from time to time, and which shall constitute a part of this Plan.
|
13.
|
Section 1.69 is amended to read as follows, effective as of July 1, 2011:
|
1.69
|
Trustee
means the corporation(s), individual(s) or other entity(ies) appointed to administer the Trust, as provided in Article 9.
|
14.
|
Section 2.1(a)
Automatic Enrollment
is renumbered Section 2.1(a)(i) and a new Section 2.1(a)(ii) is added to read as follows:
|
(ii)
|
Employer Discretionary Contributions
. Each Employee shall be eligible to participate in the Plan with respect to Employer Discretionary Contributions as of the first day of the second calendar month after his/her Employment Date.
|
15.
|
The last sentence of Section 2.2(a) is amended to read: “He/she will continue to be vested in new allocations of Matching Contributions and Employer Discretionary Contributions.”
|
16.
|
The last sentence of Section 2.2(b) is amended to read: “The Plan will reinstate his/her previous Vesting Service unless he/she has incurred a Five-Year Break, and will make a deemed repayment of the deemed distribution of his/her non-vested Matching Account and Employer Discretionary Contributions balance under Section 3.2.”
|
17.
|
Section 3.2 is amended to read as follows:
|
A.
|
Subsection 3.2(a) is hereby deleted and replaced with the following:
|
3.2
|
Employer Contributions
.
|
(a)
|
Matching Contribution
. For each payroll period, the Employers will contribute a combination of cash, and/or Employer Stock to be used to purchase Employer Stock, and/or will release Employer Stock from the Suspense Account under Subsection 3.4(f), as the Company determines necessary to align each required Employer Contribution with the Participants’ investment elections then in effect. If a Contribution is made in shares of Employer Stock, the shares will have a Fair Market Value equal to the amount that would be contributed if cash had been used.
|
(1)
|
Amount.
Effective January 1, 2012, the Employers will make a safe harbor Matching Contribution in an amount equal to 100% of the
amount of each Participant’s Elective Deferrals and/or Roth Contributions up to 6% of his/her Compensation for each payroll period during each Plan Year. The Plan allocates Matching Contributions to Matching Accounts as soon as practicable after the end of each payroll period for which they are made. The Employers do not make Matching Contributions for Rollover Contributions or Catch-up Contributions except as set forth in Subsection 3.1(d)(6).
|
(2)
|
True-Up Contributions
. As soon as practicable after the end of a calendar quarter, or after the end of the Plan Year, the Employers make True-Up Matching Contributions for each Participant whose deferral pattern during the Plan Year caused him/her to receive allocations of Matching Contributions in an amount less than the maximum amount permitted under the terms of the Plan.
|
B.
|
A new Subsection 3.2(b) is added to read as follows:
|
(b)
|
Employer Discretionary Contributions.
The Employers may elect for any Plan Year to make an Employer Discretionary Contribution. The Employer Discretionary Contribution for a Plan Year shall be allocated to eligible Employees (as defined in Subsection 2.1(a)(i)) or to such classification of eligible Employees as the Employers shall determine, who--
|
(1)
|
are Employees on the last day of the Plan Year; or
|
(2)
|
who cease to be Employees during the Plan Year by reason of (i) death (ii) termination of Employment because of a reduction in force (i.e., they received severance pay from their Employers pursuant to the SunTrust Banks, Inc. Severance Pay Plan), (iii) termination of Employment after attainment of the Normal Retirement Age (age 65 for this purpose), or (iv) due to a Disability incurred during the Plan Year.
|
C.
|
A new Subsection 3.2(c) is added to read as follows:
|
(c)
|
Special One-Time Employer Discretionary Contribution.
The Employers will make a one-time special Employer Discretionary Contribution for the Plan Year ending December 31, 2011 in an amount equal to 5% of Compensation on behalf of eligible Employees who (1) have completed twenty (20) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) or (2) have completed ten (10) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) and satisfy the “Rule of 60” (the sum of age and service equals or exceeds 60) as of December 31, 2011. Each such eligible Employee must be an Employee on December 30, 2011 or must have ceased being an Employee on account of one of the reasons set forth in Subsection
|
D.
|
Subsection 3.2(a)(3) is renumbered 3.2(d) and amended to read as follows:
|
(d)
|
Investment of Matching and Employer Discretionary Contributions.
|
(1)
|
Matching Contributions
. Effective January 1, 2009, Matching Contributions are invested according to each Participant’s investment election in effect for his/her Employee Contributions on the allocation date, unless he/she makes a separate election
to have any Matching Contributions invested in one or more other available investment options. Effective January 1, 2009, the Matching Contribution portion of each loan repayment is invested according to the Participant’s election in effect for his/her Matching Contributions at the time when each repayment is made. For a Participant who does not have an investment election in effect, the Plan will invest his/her Matching Contributions in a QDIA fund.
|
(2)
|
Employer Discretionary Contributions
. Employer Discretionary Contributions, if any, will be invested according to each Participants’ investment election in effect for his/her Matching Contributions (whether it is the election in effect for his/her Employee Contributions if he/she made a separate election with respect to his/her Matching Contributions). If an eligible Employee is credited with an Employer Discretionary Contribution but does not otherwise have an Account under the Plan, the eligible Employee may make an election to have any Employer Discretionary Contributions invested in one or more available investment options. For an eligible Employee who does not have an investment election in effect, the Plan will invest his/her Employer Discretionary Contributions in a QDIA fund.
|
E.
|
Subsection 3.2(b) is renumbered 3.2(e) and is amended to read as follows:
|
(e)
|
Vesting and Forfeitures
. Employer Contributions and all earnings allocated to Employer Contribution Accounts are 100% vested when made for the period January 1, 1997 through December 31, 2010. Each Employee whose Employment Date is after December 31, 2010, or who resumes Employment after that date and is not previously vested, will be 100% vested in his/her Matching Account balance or his/her Discretionary Contribution Account balance on the earlier of the date he/she has completed two Years of Vesting Service regardless of his/her age or has incurred a Disability, or on his/her date of death. If a Participant terminates Employment before he/she is vested in his/her Matching Account balance or his/her Discretionary Contribution Account balance, the Plan will make a deemed distribution of such balances as of the Termination Date, and will permanently forfeit the balance as of the date he/she incurs a Five-Year Break. If such Participant resumes Employment before incurring a Five-Year Break, the Plan will make a deemed repayment as of the date he/she resumes Employment. The Plan will use forfeitures to pay the Plan’s administrative expenses and/or as part of Employer Matching Contributions or Employer Discretionary Contributions, in the same or next following Plan Year(s). Regardless of whether a Participant is vested in his/her Matching Account or Discretionary Contribution Account, he/she is always 100% vested in the dividends paid on the Share Units held in his/her Accounts.
|
F.
|
Subsection 3.2(c) is renumbered 3.2(f) and is amended to read as follows:
|
(f)
|
Make-Up Contributions After Qualified Military Leave
. The Employers will make special Matching Contributions for each of their Participants who returns to Employment from unpaid Qualified Military Leave and contributes
the make-up Employee Contributions described in Section 3.1.
The Employers will make a special Employer Discretionary
|
G.
|
Subsections 3.2(d), 3.2(e) and 3.2(f) are renumbered 3.2(g), 3.2(h) and 3.2(i).
|
18.
|
Effective July 1, 2011, references to the “Committee in Section 3.4,
Acquisition Loans
shall refer to the Finance Committee.
|
19.
|
Subsection 4.2(a) is amended effective July 1, 2011 to read as follows:
|
(a)
|
Investment Funds
. From time to time, the Finance Committee will direct the Trustee to make available one or more funds for the investment of Account balances as elected by each Participant or beneficiary. The Finance Committee will timely describe the investment funds that are available from time to time, in written notices to Participants and beneficiaries. The investment funds selected by the Finance Committee are in addition to the Employer Stock Fund, which the Plan sponsor has established as an integral ESOP feature of the Plan design.
|
20.
|
Subsection 5.1(c) is amended to add the following to the end thereof:
|
21.
|
Subsection 5.3(c) is amended to read as follows:
|
(c)
|
Order of Account Liquidation
. Unless the Committee determines that a different order is appropriate, the Trustee acquires the cash proceeds to make each loan by liquidating the Participant's Accounts in the following order, to the extent applicable for him: (1) Rollover Account; (2) Matching Account; (3) Non-Matching Account; (4) Merged (Prior Employer) Account; (5) Before-Tax Account; (6) After-Tax Account; (7) Roth Account; and (8) Discretionary Contribution Account. Unless the Committee determines that a different method is appropriate, the Plan subtracts the proceeds of each loan pro rata from the investment funds in which the Account balances are invested.
|
22.
|
Section 7.3 is hereby amended to read as follows:
|
7.3
|
Top-Heavy Rules
. Effective January 1, 2012, the provisions of this Section 7.3 shall be applicable only if the Plan becomes “top-heavy” as defined below for any Plan Year. If the Plan becomes “top-heavy” for a Plan Year, the provisions of this Section 7.3 shall apply to the Plan effective as of the first day of such Plan Year and shall continue to apply to the Plan until the Plan ceases to be “top-heavy” or until the Plan is terminated or otherwise amended.
|
(a)
|
Applicable Definitions
. For purposes of this Section, the following terms have the meanings set forth below.
|
(1)
|
Aggregation Group
. The
Required Aggregation Group
includes each qualified plan maintained in the Controlled Group in which a Key Employee is a participant, and each other plan that enables any plan with Key Employee participants to meet the requirements of Code Section 401(a)(4) or 410, which plans are required to be aggregated for purposes of determining top-heavy status.
The
Permissive Aggregation Group
includes the qualified plans of the Controlled Group that are required to be aggregated, plus such plans that are not part of the Required Aggregation Group but that satisfy the requirements of Code Sections 401(a)(4) and 410 when considered together with the Required Aggregation Group.
|
(2)
|
Cumulative Account Balances
means the Cumulative Account Balance of each Participant as of any Determination Date, which includes his: (A) Employer Contribution Account balance as of the most recent Valuation Date, adjusted by allocations of his/her proportionate share of Employer Contributions actually made and allocations of investment gains or losses made or due to be made under Section 4.1 of the main text of the Plan as of the Determination Date; (B) Employee Contribution Account balances as of the most recent Valuation Date, adjusted by allocations of investment gains or losses made or due to be made under Section 4.1 as of the Determination Date; and (C) distributions made during the one-year period ending on the Determination Date because of termination, death or Disability and any in-service withdrawals made during the five-year period ending on the Determination Date, but excluding distributions made to or on behalf of any Participant who has not performed service for an Employer during the one-year period ending on the Determination Date, and excluding distributions rolled over to qualified plans maintained by Controlled Group members that are reflected in Account balances.
|
(3)
|
Determination Date
means, for each Plan Year, the last day of the preceding Plan Year.
|
(4)
|
Key Employee
means any Employee or former Employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of an Employer having annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of an Employer, or a 1-percent owner of an Employer having annual Compensation greater than $150,000. No more than the lesser of 50 Employees or 10 percent of all Employees (at least 3) are treated as officers.
|
(5)
|
Non‑Key Employee
means an Employee who is not a Key Employee.
|
(6)
|
Top-Heavy Plan Year
means a Plan Year when the Plan is top-heavy.
|
(b)
|
Determination of Top-Heavy Status
. The Plan will be treated as top‑heavy for the tested Plan Year if either: (1) the sum of the Cumulative Account Balances of Participants who are Key Employees exceeds 60 percent of the sum of the Cumulative Account Balances of all Participants; or (2) the Plan is part of a Required Aggregation Group in which more than 60 percent of the sum of (A) aggregated Cumulative Account Balances, and (B) present values of accrued benefits under defined benefit plans, have been accumulated in favor of Key Employees (including distributions under any Employer-sponsored plan during the 1-year period ending on the determination date, or during the past 5-year period for any in-service withdrawals). The Plan will not be considered a top-heavy plan with respect to any Plan Year in which the Plan is part of a Required or Permissive Aggregation Group that is not top-heavy.
|
(c)
|
Minimum Benefit During Top-Heavy Plan Years
. Each Participant who is a Non-Key Employee in a Top-Heavy Plan Year and who also participates in a defined benefit plan maintained by a Controlled Group member, will receive the minimum benefit under the defined benefit plan
|
(d)
|
History of Top-Heavy Rules.
The Plan was a safe harbor plan that accepted only Employee Contributions that meet the safe harbor requirements of Code Sections 401(k)(12) and 401(k)(13) and Matching Contributions that meet the safe harbor requirements of Code Sections 401(m)(11) and 401(m)(13) from January 1, 2002 through December 31, 2011 and the Plan is deemed to be in compliance with the Code Section 416 top-heavy rules effective January 1, 2002. The Committee has determined that the Plan was not top-heavy for any Plan Year before 2002. The Top-Heavy rules that applied before the Plan became safe harbor in the 2002 Plan Year, which have been revised to comply with the Economic Growth and Tax Reform and Reconciliation Act of 2001 are set forth in Addendum A.
|
23.
|
Article 8 is revised to read as follows, effective as of July 1, 2011:
|
8.1
|
Amendment
.
|
(a)
|
Procedure
. The Company may amend the Plan from time to time. In addition, the Plan may be amended as follows:
|
(1)
|
The Compensation Committee of the Board may amend or terminate the Plan or any portion of the Plan at any time.
|
(2)
|
The Benefits Committee may amend the Plan, at any time except that the benefits Committee may not adopt any amendment that significantly impacts the Plan's liabilities, or terminates the Plan or any portion of the Plan, without the consent of the Compensation Committee.
|
(3)
|
All amendments made by the Company, the Compensation Committee or the Benefits Committee are binding on all Employers.
|
(4)
|
The Company, the Compensation Committee, and the Benefits Committee may delegate the right to make amendments to each other and to appropriate officers of the Company.
|
(b)
|
Prohibited Amendments
. Except as may be permissible under applicable law, no amendment will have the effect of any of the following:
|
(1)
|
Exclusive Benefit
. No amendment will permit any part of the Trust Fund to be used for purposes other than the exclusive benefit of Participants and beneficiaries and the payment of reasonable administrative expenses.
|
(2)
|
Nonreversion
. No amendment will cause any portion of the Trust Fund to be
|
(3)
|
Account Balances
. No amendment will eliminate or reduce any Participant’s Account balances determined as of the effective date of the amendment.
|
(4)
|
Effect on Trustee
. No amendment will materially increase the duties or responsibilities of the Trustee without its written consent.
|
(5)
|
Amendment of Vesting Schedule.
Any amendment to the vesting schedule is subject to Code Sections 411(a)(10) and 411(d)(6) and applicable regulations.
|
(6)
|
Retroactive Amendments.
Subject to the foregoing limitations, any amendment may be made retroactively which, in the judgment of the Committee is necessary or advisable, provided that such retroactive amendment does not deprive a Participant without his/her
consent, of the right to receive benefits due under this Plan that have already vested and matured in such Participant, except as such modification or amendment may be permitted under applicable law.
|
(c)
|
Limited to Active Participants
. Except as specifically stated in the amendment, no amendment that improves benefits will apply to any Employee whose Termination Date occurred before the effective date of the amendment.
|
(d)
|
Administrative Changes Without Plan Amendment
. The Benefits Committee is authorized to make administrative changes to this Plan document that do not alter either the minimum qualification requirements or the Plan’s funding and expense provisions, without formal amendment to the Plan. The Benefits Committee may implement such changes by substituting pages in the Plan document with corrected pages. Administrative changes include, but are not limited to, corrections of typographical errors and similar errors, conforming provisions for administrative procedures to actual practice and changes in practice, and deleting or correcting language that fails to accurately reflect the intended provision of the Plan.
|
8.2
|
Termination of the Plan
.
|
(a)
|
Right to Terminate
. The Company expects this Plan to be continued indefinitely but necessarily reserves the right, through action of the Board or the Compensation
Committee, to terminate the Plan or any portion of the Plan at any time, and all contributions attributed to the terminated portion, and to terminate the participation of any Employer at any time. The Benefits Committee has sole and complete discretionary authority to determine when a partial termination of the Plan has occurred.
|
(b)
|
Full Vesting
. In the event of termination or partial termination of the Plan, the Account Balance of each affected Participant, to the extent funded, will become fully vested as of the termination date. For purposes of accelerated vesting, affected Participants will include only those who are in active Employment as of the Plan termination date. All non-vested Participants who terminated Employment before the Plan termination date and have incurred a One-Year Break will be considered to have received constructive (zero) cash-outs of their Matching Account balances.
|
(c)
|
Provision for Benefits Upon Plan Termination
. If the Plan terminates, the Finance Committee, after coordinating with the Benefits Committee, may, in its discretion, either (1) continue the Trust for so long as it considers advisable and so long as permitted by law,
|
(d)
|
Surplus Reversion
. Any assets that remain after all benefits under the Plan have been allocated will be returned to the Company and/or the affected Employer(s), to the extent permitted by applicable law.
|
8.3
|
Merger, Consolidation, Transfer.
In the event of any merger or consolidation of the Plan with any other plan, or the transfer of assets or liabilities by the Plan to another plan, each Participant will be entitled to receive a benefit immediately after the merger, consolidation or transfer, if the Plan then terminated, which is equal to or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated.
|
24.
|
Article 9 is revised to read as follows, effective as of July 1, 2011:
|
9.1
|
Allocation of Responsibilities
. The Company and Employers, the Benefits Committee, the Finance Committee and other Fiduciaries of the Plan, have the powers and duties described below.
|
(a)
|
Company
. The Company may amend the Plan in accordance with Section 8.1, including terminating the Plan in whole or in part. The Company and each other Employer is responsible for making Contributions to the Plan in accordance with the terms of the Plan.
|
(b)
|
Compensation Committee
. The Compensation Committee may amend the Plan in accordance with Section 8.1, including terminating the Plan in whole or in part.
|
(c)
|
Benefits Committee
. The Benefits Committee serves as the Plan Administrator and has primary responsibility for the operation and administration of the Plan. In addition, the Benefits Committee may amend the Plan in accordance with Section 8.1. Without limiting the foregoing, the Benefits Committee has the following powers and duties:
|
(1)
|
Rules
. The Benefits Committee may from time to time in its sole discretion adopt rules, regulations and procedures necessary or helpful for the administration of the Plan and the performance of the Benefits Committee's duties under the Plan.
|
(2)
|
Rights to Benefits
. The Benefits Committee has sole and complete discretionary authority to determine the eligibility of any individual to participate in the Plan, the right of any Participant or beneficiary to receive benefits, and the amount of benefits to which any Participant or beneficiary may be entitled under the Plan, and to implement the claims procedure described in this Article 9.
|
(3)
|
Payments
. The Benefits Committee will direct the payment of Account balances from the Trust, or may appoint a disbursing agent, and will specify the payee, the amount and the conditions of each payment. The Benefits Committee will also comply (or transfer responsibility to the Trustee or other payee) with all applicable Federal and state income tax withholding requirements for distribution payments.
|
(4)
|
Construction
. The Benefits Committee has full discretion to, through itself or through its delegates, construe the terms of the Plan and to resolve ambiguities and omissions that may arise in the operation or administration of the Plan (including without limitation the resolution of any questions of fact, interpretation or application), to make equitable adjustments for any mistakes or errors made in the operation or administration of the Plan, and to make final decisions on all questions and disputes arising under the Plan. In all cases, the decision of the Benefits Committee is final and binding on all parties.
|
(5)
|
Disclosure
. The Benefits Committee will prepare and distribute to the Employees plan summaries, notices, statements and other information about the Plan in such manner as it deems proper and in compliance with applicable law.
|
(6)
|
Employee Data
. The Benefits Committee will request from the Employers complete information regarding the Compensation and Employment data for each Participant and other facts as it considers necessary from time to time, and is entitled to treat Employer records as conclusive with respect to such information.
|
(7)
|
Individual Accounts
. The Benefits Committee or its agent will maintain individual Accounts for each Participant, and will allocate Contributions, expenses, investment earnings/losses, withdrawals and distributions, to the proper Accounts.
|
(8)
|
Elections and Applications
. The recordkeeper or the Benefits Committee will provide electronic and/or paper forms for use by Participants in making contribution and investment elections, in-service withdrawals and loans, and applying for benefits.
|
(9)
|
Safe Harbor Compliance
. The Benefits Committee will monitor the Plan’s compliance with the applicable safe harbor requirements set forth in Code Sections 401(k)(12) and/or 401(k)(13) and 401(m)(11) and/or 401(m)(12) throughout each Plan Year, and will take any action it considers necessary or appropriate to comply with such requirements, so long as the Company intends to retain safe harbor status. For any Plan Year when the Plan is required to perform the ADP and ACP nondiscrimination tests, the Benefits Committee will monitor compliance.
|
(10)
|
Reporting
. The Benefits Committee will cause to be filed all reports required under ERISA, the Code and any other applicable federal law.
|
(11)
|
Collection of Contributions.
The Benefits Committee is responsible for monitoring whether contributions due and owing to the Plan are timely transmitted to the Trust and for collecting or directing the Trustee with respect to the collection of any contributions that are not timely transmitted within a reasonable time in accordance with applicable law. For avoidance of doubt, the Benefits Committee's responsibility hereunder relates solely to the collection of contributions from Employers only after a legally enforceable obligation to make the contribution arises under applicable law.
|
(12)
|
Correction of Defects
. The Benefits Committee will take reasonable steps to ensure that the Plan document is in compliance with all applicable laws as in effect from time to time, and to ensure that the Plan is administered as written. If the Benefits Committee discovers a material defect in the Plan's operation or
|
(d)
|
Finance Committee
. The Finance Committee serves as the named fiduciary responsible for managing the funding, cost, and financial aspects of the Plan, including the investment of Plan assets. Without limiting the foregoing, the Finance Committee has the following powers and duties:
|
(1)
|
Trustee.
The Finance Committee may from time to time discharge the Trustee and appoint one or more successor Trustees and enter into trust agreement(s) with such Trustee or Trustees. The Finance Committee is the Plan's named fiduciary for purposes of directing the Trustee with respect to all matters pertaining to the investment of the assets of the Plan.
|
(2)
|
Investment Policy
. The Finance Committee will establish, maintain and periodically review an investment policy for the Trust.
|
(3)
|
Investment Managers
. The Finance Committee may from time to time and at any time, appoint, approve the appointment of, remove, and/or replace, one or more investment managers to manage the assets of the Trust.
|
(4)
|
Financial Statements
. The Finance Committee will annually report the Plan's financial results to the Compensation Committee.
|
(5)
|
Financial Audit
. The Finance Committee will engage on behalf of the Plan an independent qualified public accountant to examine the financial statements and other records of the Plan for the purposes of an annual audit and opinion as to whether the financial statements and schedules in the Plan’s annual report are presented fairly in conformity with generally accepted accounting principles, unless such audit is otherwise not required.
|
(e)
|
Trustee.
The Trustee shall have the duties and responsibilities described in the Trust Agreement. The Committees shall give to the Trustee any order, direction, consent or advice required under the terms of the Trust Agreement, and the Trustee shall be entitled to rely on any instrument delivered to it and signed by the secretary or any authorized member of the Committees as evidencing the action of the Committees.
|
(f)
|
Named Fiduciaries and Other Fiduciaries
. The Benefits Committee, Finance Committee and the Trustee are named fiduciaries of the Plan. Other Fiduciaries of the Plan include investment managers and advisers appointed by the Finance Committee and such other persons or individuals to whom fiduciary responsibilities may be delegated pursuant to procedures described by this Article 9. The powers and duties of each Fiduciary hereunder, whether or not a named fiduciary, shall be limited to those specifically allocated or delegated to each of them under the terms of the Plan and Trust Agreement. It is expressly recognized that a Fiduciary may have certain powers and duties in a capacity other than as a Fiduciary and that these powers and duties are not fiduciary in nature and are not subject to the rules of fiduciary conduct under ERISA.
|
9.2
|
Committee Organization and Operation.
|
(a)
|
Composition of Benefits Committee.
The Benefits Committee shall be composed of at least three members, one of whom will be the Chairman. The Chairman of the Benefits
|
(b)
|
Composition of Finance Committee
. The Finance Committee shall be composed of at least three members, one of whom will be the Chairman. The Chairman of the Finance Committee will be the Company's Chief Financial Officer; provided that, if there is no Chief Financial Officer or if the Chief Financial Officer is unable or unwilling to serve, the Company’s Chief Human Resources Officer will appoint an acting Finance Committee Chairman (who may be the Chief Human Resources Officer). The Finance Committee Chairman appoints the other members of the Committee and may from time to time remove a member and appoint one or more new members. Any member may resign by delivering his/her written resignation to the Finance Committee Chairman.
|
(c)
|
Committee Procedures
. Each Committee may, from time to time, adopt and amend rules and procedures governing its actions, including without limitation, rules and procedures governing meetings, voting and other actions.
|
(d)
|
Additional Powers of the Committees
. Each Committee shall have all powers necessary to enable it to properly perform the duties allocated to it under this Plan and the Trust Agreement. Each Committee has sole and complete discretionary authority in the exercise of all its powers and duties as to invoke the arbitrary-and-capricious standard of review as opposed to the de novo standard.
|
(e)
|
Delegation of Duties
. From time to time, either Committee may delegate or allocate, by a written instrument filed in its records, all or any part of its duties under the Plan or the Trust Agreement to one or more of its members (including a subcommittee), to employees of an Employer and to other agents as may be deemed advisable. The Committee may revoke such allocation or delegation of responsibilities in the same manner. In the exercise of such allocated or delegated responsibilities, any action of the person(s) to whom responsibilities are delegated or allocated shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of such person(s) to whom responsibilities are delegated or allocated. The person(s) to whom responsibilities have been allocated shall periodically report to the Committee concerning the discharge of the allocated responsibilities. The Committee and each individual member and any agent or delegate shall be fully protected when acting in a prudent manner and relying in good faith upon the advice of the following professional advisers or consultant employed by an Employer or by either of the Committees: an attorney with respect to legal matters; a certified public accountant with respect to accounting matters; and investment advisers and consultants with respect to investment matters.
|
(f)
|
Appointment of Agents
. Each Committee may appoint agents who may or may not be Committee members, as it considers necessary for the effective performance of its duties, and may delegate to the agents fiduciary duties and liabilities or ministerial or other powers and duties as it considers expedient or appropriate. The Committee will fix the compensation of the agents. Committee members and agents who are Employees receive no additional compensation for their services on a Committee.
|
(g)
|
Reliance on Committee Documents
. Any written memorandum signed by the secretary
|
9.3
|
General Rules for Fiduciaries.
It is intended that the provisions of the Plan and Trust Agreement allocate to each Fiduciary the individual responsibilities for the prudent execution of the functions assigned to each such Fiduciary. None of the allocated responsibilities or any other responsibilities shall be shared by two or more Fiduciaries unless such sharing shall be provided by a specific provision in the Plan or the Trust Agreement. If any of the enumerated responsibilities of a Fiduciary are specifically waived by the Secretary of Labor, then such enumerated responsibilities shall also be deemed to be waived for the purposes of the Plan and Trust Agreement. Whenever one Fiduciary is required by the Plan or the Trust Agreement to follow the directions of another Fiduciary, the two Fiduciaries shall not be deemed to have been assigned a share of any responsibility, but the responsibility of the Fiduciary giving the directions shall be deemed to be his/her sole responsibility and the responsibility of the Fiduciary receiving those directions shall be to follow same insofar as such instructions on their face are proper under applicable law.
|
(1)
|
serving in more than one Fiduciary capacity with respect to the Plan and Trust Agreement;
|
(2)
|
receiving any benefit to which he/she may be entitled as a Participant or beneficiary in the Plan, so long as the benefit is computed and paid on a basis that is consistent with the terms of the Plan as applied to all other Participants and beneficiaries; or
|
(3)
|
receiving any reasonable compensation for services rendered, or for the reimbursement of expenses properly and actually incurred in the performance of his/her duties with respect to the Plan, except that no person so serving who already receives full-time pay from an Employer shall receive compensation from the Plan, except for reimbursement of expenses properly and actually incurred.
|
9.4
|
Expenses
. All expenses of the Plan and Trust shall be paid by the Plan, except to the extent the Employer(s) elect to pay such expenses. To the extent that the Employer(s) may pay any expenses of the Plan and Trust, the Employer(s) shall not be obligated to continue to pay such expenses. To the extent the Employer(s) do not pay such expenses, the Benefits Committee shall direct the Trustee with respect to payments from the Trust Fund. Nothing herein shall prohibit reimbursement of the Employers for any expenses incurred in connection with the administration of the Plan and the management of assets to the fullest extent permitted by law.
Plan and Trust expenses include but are not limited to (a) fees, charges and expenses of recordkeepers, attorneys, accountants, consultants, investment advisers and managers or other persons employed by the Committees, (b) the fees and expenses of the Trustee; (c) all expenses directly or indirectly incurred in connection with the operation and administration of the Plan and the investment of Plan assets; (d) office space used for the administration of the Plan; (e) the salary and related costs of any Employee or any other person who provides services to the Plan; and (f) any other costs or expenses incurred by the Committees or any other Fiduciary in carrying out their duties with respect to the Plan. The |
9.5
|
Indemnification and Insurance
. The Employers (to the extent permissible under law and consistent with their charters and bylaws) shall indemnify and hold harmless the Board of Directors, the Compensation Committee, each Committee and each individual member of the Board and any such committees and any Employer and any Employee authorized to act on behalf of any such entities and all persons formerly serving in such capacity ("Covered Persons") for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expense, which they actually incur for their acts and omissions, past, current or future, in the exercise of their duties and responsibilities with respect to the Plan including all expenses reasonably incurred in the defense of such acts or omissions.
|
(a)
|
Application for Benefits
. Each Participant, or beneficiary, must submit a written application for payment of Plan benefits, with such documentation as the Benefits Committee considers necessary to process the application. The Benefits Committee may adopt forms and require that the forms be used to apply for benefits. The Plan will not treat as a claim any oral or electronic request for information or for a re-determination of benefits. The Benefits Committee reserves the right to withhold payment of any request for the payment of benefits if conflicting claims have been asserted. The Trustee will not pay any benefit under the Plan until the Benefits Committee has determined, in its sole and complete discretion, that the claimant is entitled to the benefit.
|
(b)
|
Initiating a Claim
. If a Participant or beneficiary believes he/she is entitled to rights or benefits that he/she has not received, in whole or in part, he/she may file a written claim with the Benefits Committee. If the Benefits Committee adopts claims forms, a claim must be filed on the forms adopted by the Benefits Committee; otherwise, a written request to the Benefits Committee is sufficient. The claim should set forth the sufficient facts to support the asserted claim and should include any documentation that will enable the Benefits Committee to make its decision. A claim may be filed by the legal representative of a Participant or beneficiary.
|
(b)
|
Decision on Claim
. Within 90 days after receipt of a written claim and supporting information, the Benefits Committee will issue a written decision. If special circumstances require an extension of time, the Benefits Committee will furnish the claimant written notice of the extension (up to 90 additional days), and an explanation why the extension is necessary, before the end of the initial 90-day period. If the claim is denied in whole or in part, the notice will set forth (1) specific reasons for the denial and references to Plan provisions upon which the decision is based; (2) a description of any additional information necessary to process the claim and why it is necessary; and (3) an explanation of the Plan's appeals procedure and deadlines. If the claimant does not receive a decision within the 90 day period
|
(c)
|
Appeal
. The claimant and/or his/her representative may appeal a denied claim by sending a written request for review to the Benefits Committee within 60 days after receiving notice of the denial. The claimant or his/her representative may submit a statement of issues and supporting arguments and any documentation he/she has to support the claim. The claimant may inspect all documents that are reasonably pertinent to his/her case, upon reasonable notice to the Benefits Committee, but may not inspect confidential information concerning any other person. The Benefits Committee may set the matter for oral hearing and give the claimant reasonable notice of the time and place. The Benefits Committee will proceed promptly to resolve all issues and will issue a written decision to the claimant within 60 days after receipt of the written appeal request. If special circumstances require an extension of time, the Benefits Committee will notify the claimant or his/her representative in writing before the end of the 60 day period that an extension (up to an additional 60 days) is needed and the reasons for the extension. The Benefits Committee will send written notice of its decision on the appeal. If the appeal is denied, the Benefits Committee’s notice will state the specific reasons for the denial and refer to specific supporting provisions of the Plan, explain the claimant’s right to receive all documents relevant to the claim free of charge and describe the claimant’s right to seek judicial review of the denial.
|
(d)
|
Special Time Period for Benefits Committee Meetings
. Notwithstanding Subsection 9.6(c), during periods when the Benefits Committee holds regularly scheduled meetings at least quarterly, and a claimant’s request for appeal is received less than 30 days before a scheduled meeting, the Benefits Committee may render its decision on the appeal during the second regularly scheduled meeting after receiving the request for appeal. However, if an appeal hearing is held, the Benefits Committee may render its decision during the third regularly scheduled meeting after receiving the request for appeal. If the Benefits Committee invokes the extensions described in this Subsection (d), it will issue written notice with an explanation of the rules in this Subsection and the date when the decision will be rendered, not later than the first meeting date after receiving the request for appeal. The Benefits Committee will notify the claimant in writing of its determination, within 5 days after it makes its decision on the appeal.
|
(e)
|
Exhaustion of Administrative Remedies
. Anyone claiming rights or benefits under this Plan must exhaust the administrative remedies under the Plan’s claims procedures before taking action, including but not limited to, pursuing any remedies available under ERISA Section 502(a) in any other forum.
|
(f)
|
Time Limit on Legal Action.
Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one (1) year following a final decision on the claim for benefits under these claims procedures. The one (1)-year statute of limitations on suits for benefits shall apply in any forum where a claimant initiates such suit or legal action. If a civil action is not filed within this one (1)-year period, the claimant's benefit claim will be deemed permanently waived and abandoned, and the claimant will be precluded from reasserting it.
|
(a)
|
Communications From Participants Or Beneficiaries
. Any notice, election, application, instruction, designation or other form of communication required to be given or submitted by any Employee, Participant, or beneficiary must be in the form and delivery method prescribed from time to time by the Benefits Committee and is deemed to be duly given only upon actual receipt thereof.
|
(b)
|
Communications To Participants and Beneficiaries
. Any notice, statement, report and other communication to any Employee, Participant, or beneficiary required or permitted by the Plan will be deemed to have been duly given when delivered by hand to such person, mailed to such person at the address last appearing on records maintained by the Plan or Employer, or delivered electronically to such person.
|
(c)
|
Electronic Administration
. In its rules and procedures for the administration of the Plan (including, without limitation, procedures covering any directions, elections, or other action by Participants, and the delivery of statements and other disclosure materials to such individuals), the Benefits Committee may provide for the use of electronic communications and other media.
|
1.1
|
Continuing Acceptance of Trust and Trusteeship.
The Trust Fund governed by this Agreement is a continuation of the Trust Fund previously established by the Company and the Trustee to hold assets of the Plan. This Agreement serves as (a) evidence of the Trustee’s consent to continue its trusteeship of the Trust Fund and (b) confirmation that the Trust Fund continues to be the funding vehicle for the Plan. The Trustee agrees to administer the Trust Fund upon the terms and conditions as set forth in this Agreement.
|
1.2
|
Ownership.
The Trustee is the owner of all Plan assets held in the Trust Fund. The Trustee holds Plan assets in trust for the exclusive benefit of Plan Participants and their beneficiaries and for defraying reasonable administrative costs of the Plan. Plan Participants and their beneficiaries have an undivided beneficial interest in the Trust. No Plan Participants or beneficiaries have any right, title or interest in or to any specific assets of the Trust.
|
1.3
|
Plan as Part of Agreement.
The Plan is a part of this Agreement and as such both documents shall be interpreted as an integrated whole. The Benefit Committee has furnished a true and correct copy of the Plan document to the Trustee. The Benefits Committee agrees to furnish promptly to the Trustee a true and correct copy of any amendment to the Plan document. The Trustee may rely upon the most recently dated Plan documents delivered to it by the Benefits Committee without further inquiry or verification. No Plan amendment shall have the effect of changing the rights, duties and liabilities of the Trustee without the Trustee’s prior written consent.
|
1.4
|
Applicable Law.
|
(a)
|
Qualification intended.
This Trust is intended to continue to be a qualified trust under Section 401(a) of the Code and entitled to tax exemption under Section 501(a) of the Code. The Trustee may assume, until advised to the contrary, that the Trust is so qualified and is entitled to such tax exemption. It is also intended that this Trust shall continue to be in full compliance with applicable requirements of Sections 40l(k), 401(m), 409 and 4975(e)(7) of the Code and the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. This Agreement shall be construed
|
(b)
|
Governing Law.
This Agreement shall be construed in accordance with the laws of the State of Georgia, without regard to its choice-of-law rules, except to the extent that such laws are preempted by ERISA or the Code or any other applicable federal law. Any litigation involving any controversy, dispute, or claims arising under this Agreement or the Plan shall be submitted to the United States Federal District Court of the Northern District of Georgia.
|
1.5
|
Definitions and Construction
.
|
(a)
|
Definitions.
All terms defined in the Plan shall have the same meanings when used in this Agreement unless expressly provided to the contrary. For convenience of reference, some terms defined in the Plan are also defined in this Subsection.
|
(1)
|
“Benefits Committee”
means the Benefits Plan Committee, , a non-Board management committee which serves as the Plan Administrator. The membership and responsibilities of the Benefits Committee are provided in the Plan document.
|
(2)
|
“Board”
means the
Board of Directors of the Company.
|
(3)
|
“Effective Date”
means the effective date of this amended and restated Agreement, which is July 1, 2011.
|
(4)
|
“Employer Stock”
means common stock of the Company that is readily tradable on an established securities market
and is a
qualifying employer security
within the meaning of ERISA Section 407.
|
(5)
|
“Employer Stock Fund”
means the Investment
Fund consisting primarily of shares of Employer Stock and cash and/or cash
equivalents
.
|
(6)
|
“Finance Committee”
means the Benefits Finance Committee, a non-Board management committee which serves as the named fiduciary responsible for financial decisions of the Plan including directing the Trustee with respect to Investment Funds (excluding the Employer Stock Fund) to be made available to the Plan Participants or their beneficiaries or with respect to certain investments in an Investment Account.
|
(7)
|
“Investment Account”
means a separate account established by the Trustee, consisting of all or a portion of the assets of the Trust Fund for which the Trustee serves as a directed Trustee and invests the assets at the direction of the Finance Committee or an Investment Manager or pursuant to directions of Plan Participants or beneficiaries, rather than by the Trustee in its discretion.
|
(8)
|
“Investment Funds”
means the available funds from which Plan Participants and/or their beneficiaries may elect for the investment of their Accounts.
|
(9)
|
“Investment Manager”
means a person:
|
(i)
|
who is appointed in writing by the Finance Committee as an investment manager for an Investment Account,
|
(ii)
|
who is either
|
(x)
|
registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Act”),
|
(z)
|
an insurance company which is qualified to manage, acquire and dispose of the assets of an employee benefit plan as contemplated under Section 3(38) of ERISA,
|
(iii)
|
who has acknowledged in writing that such person is an ERISA fiduciary with respect to the Plan and this Trust, and
|
(iv)
|
who shall make the investment decisions with respect to all or a portion of the Trust Fund (excluding the Employer Stock Fund) and shall take such other action with respect to the Trust Fund or such Investment Account as the Trustee or the Finance Committee, as applicable, shall specify in the agreement appointing such person as Investment Manager.
|
(b)
|
Other Defined Terms
. The terms “Account”, “Acquisition Loan”, “Financed Shares”, “Share Units” and “Suspense Account” shall have the meanings set forth in the Plan.
|
(c)
|
Other Rules.
The headings and subheadings in this Agreement have been inserted for convenient reference, and to the extent any heading or subheading conflicts with the text, the text will govern. Section references indicate sections of this Agreement unless otherwise stated. The masculine includes the plural and the plural the singular, wherever applicable.
|
2.1
|
Composition
. The Trust Fund shall consist of the Plan assets held in the Trust Fund as of the Effective Date of this Agreement, plus the total amount at any given time of additional property and cash transferred to the Trustee less distributions made by the Trustee, all as adjusted for net income or net loss. The Trustee shall hold such assets in trust and shall hold, manage and administer the Trust Fund in accordance with the provisions of the Plan and this Agreement without distinction between principal and income.
|
2.2
|
Commingled Fund
. Unless directed otherwise by the Finance Committee or an Investment Manager, the Trustee shall consolidate assets of all Plan Accounts in a single Trust Fund which shall be commingled for investment purposes; all transactions shall be recorded on a combined basis. Any assets received by the Trustee shall be promptly invested in accordance with written instructions provided by the Finance Committee or the Investment Manager, as applicable, or by Plan Participants or their beneficiaries. In accordance with the terms of the Plan, the Benefits Committee will communicate in writing to the Trustee the instructions received from Plan Participants or their beneficiaries as to their elected investments, or the Trustee may agree to receive Participant instructions from the Plan’s record keeper.
|
2.3
|
Contributions
. The Trustee shall receive all contributions made under the terms of the Plan. The Benefits Committee and the Trustee shall establish reasonable procedures for making and accepting contributions to the Trust Fund. The responsibility of the Trustee shall be limited to the sums of money, securities, and other property the Trustee actually receives. Except as otherwise provided by law or by this Agreement, the Trustee is not liable for the manner in which such amounts are deposited or the allocations among Plan Participants’ Accounts. The Benefits Committee is responsible for allocating investments among Plan Participants’ Accounts. Except as otherwise required by law or provided in this Agreement, the Trustee shall have no duty to collect any contributions payable to the Trust Fund pursuant to the Plan, to require any contributions to be made to the Trust Fund or to request the Company to make contributions to the Trust Fund or to determine whether the contributions it receives are correct in amount or comply with the terms of the Plan, the Code or ERISA.
|
2.4
|
Distributions
. The Trustee will make distributions from the Trust in accordance with the written directions of the Benefits Committee or other authorized representative or such other means of communication as may be mutually agreed upon by the Trustee and the Benefits Committee. To the extent the Trustee follows such written direction, the Trustee is not obligated in any manner to ensure that a distribution complies with the terms of the Plan, that a Participant or beneficiary is entitled to such a distribution, or that the amount distributed is proper under the terms of the Plan. Upon any such payment by the Trustee, the amount of the payment shall no longer constitute a part of the Trust Fund. The Benefits Committee retains all responsibility with respect to all distribution directions and the application of payments for distribution. If there is a dispute as to a payment from the Trust, the Trustee may decline to make payment of such amounts until the proper payment of such amounts is determined by a court of competent jurisdiction, or the Trustee has been indemnified to its satisfaction. In the event that any payment directed by the Benefits Committee is mailed by the Trustee and is returned to the Trustee because the Participant or beneficiary cannot be located at the mailing address, the Trustee shall promptly notify the Benefits Committee of such returned payment and shall take no further action with respect to such returned payment except as directed by the Benefits Committee. The Trustee shall have no responsibility to search for or ascertain the whereabouts of any Participant or beneficiary.
|
2.5
|
Exclusive Benefit of Plan Participants and Beneficiaries
. At no time shall any part of the Trust Fund be used for or diverted to purposes other than the exclusive benefit of Plan Participants and their beneficiaries, provided, however, that nothing in this Agreement shall be construed to prohibit the use of Trust assets for the payment of taxes, reasonable administrative expenses and other charges properly assessed against the Trust Fund to the full extent allowable under ERISA, and to the return of contributions to the Company under the specific conditions set forth in the Plan, provided further that no such payment or reimbursement shall be a non-exempt prohibited transaction under ERISA.
|
3.1
|
Named Fiduciaries.
|
(a)
|
General.
The Committees and the Trustee shall each be a Named Fiduciary for the Trust Fund, and as between the Committees and the Trustee, the Committees shall not be responsible for the performance of any duty or function assigned under this Trust to the Trustee and the Trustee shall not be responsible for the performance of any duty or function so assigned to the Committees. Any person may serve in more than one fiduciary capacity under this Agreement.
|
(b)
|
Assignment of Responsibility.
Each Named Fiduciary shall have only such powers and responsibilities as are expressly assigned to it in this Trust Agreement for the control, safekeeping, management, investment and administration of the Fund; provided, in the event of any ambiguity or in the event a power or responsibility is not expressly assigned to a specific Named Fiduciary the power or responsibility shall be deemed to have been assigned to the Committees in accordance with the Plan. The Trustee shall have no responsibility to inquire into the acts and omissions of the Committees in the exercise of powers or the discharge of responsibilities assigned to the Committees under this Agreement.
|
(c)
|
Allocation of Responsibilities.
A Named Fiduciary may allocate fiduciary responsibilities (other than the responsibilities of the Trustee in the management and control of the assets of the Fund) to another Named Fiduciary or may designate a person who is not a Named Fiduciary to carry out any of its responsibilities under this Agreement (other than the responsibilities of the Trustee in the management and control of the assets of the Fund). However, no designation is effective unless the delegate agrees in writing.
|
(d)
|
Agents.
A Name Fiduciary or a delegate of a Named Fiduciary may employ one or more persons to render advice or perform other services with respect to any responsibility such Named Fiduciary or such delegate may have under this Agreement.
|
3.2
|
Certification of Committees
. The Trustee may rely upon the certification of the Finance Committee or the Benefits Committee with respect to any instruction, direction or approval of such Committee. The respective Chairmen of the Committees or a Committee delegate will certify to the Trustee the name of the person or persons with authority to act on behalf of each Committee to direct the Trustee with respect to any
matters relating to the Trust Fund. The Committees shall provide the Trustee with a specimen signature of each of the authorized persons referred to above. Actions taken by each of the Committees that affect the Trustee or the Trust Fund will be certified by a member of the applicable Committee by letter or written resolution. The Trustee may rely on the latest relevant certificate without further inquiry or verification.
|
3.3
|
Ministerial Duties
. The Parties understand and agree that although the Trustee will perform certain ministerial and custodial duties with respect to the assets held in Trust, such duties will be performed in the normal course by officers and other employees of the Trustee or by such other person or persons with whom the Trustee has contracted to perform services for it, all of whom may be unfamiliar with investment management, and that such duties will not include the exercise of any discretionary authority or other authority to manage and control assets comprising the Trust Fund.
|
3.4
|
Co-Trustees
.
|
(a)
|
More than one Trustee.
If the Plan has more than one person acting as Trustee, the Trustees may allocate the Trustee responsibilities by mutual agreement and Trustee decisions will be made by a majority vote (unless otherwise agreed to by the Trustees) or as otherwise provided in a separate trust agreement or other binding document.
|
(b)
|
Appointment of Ancillary Trustees.
In the event that any property that is or may become a part of the Trust Fund is situated in any state in which the Trustee is prohibited from holding real estate as trustee, or in a foreign country, the Trustee may, in its discretion, name an individual or corporate trustee qualified to act in any such state or foreign country as Ancillary Trustee of such property situated there and require such security as may be determined by the Trustee. The naming of such Ancillary Trustee shall be subject to prior written approval by the Finance Committee. Any Ancillary Trustee so appointed shall have such rights powers, discretions, responsibilities, and duties as are delegated to it by the Trustee, but subject to such
|
3.5
|
Custodian.
The Finance Committee may appoint a Custodian to hold all or any portion of the Plan assets. A Custodian has the same powers, rights and duties as a directed Trustee. The Custodian will be protected from liability with respect to actions taken pursuant to the direction of the Trustee, the Finance Committee or other third party with authority to provide direction to the Custodian.
|
4.1
|
General Responsibilities of Trustee.
|
(a)
|
Trustee Responsibilities.
The Trustee’s powers, right and duties are limited to those described in this Article; the Committees are responsible for any other administrative duties required under the Plan or by applicable law.
|
(b)
|
Separate Agreement.
The Trustee’s powers, rights and duties may be supplemented or limited by a separate trust agreement, investment policy, funding agreement, or other binding documents entered into between the Trustee and the Finance Committee which designates the Trustee’s responsibilities with respect to the Plan. A separate trust agreement must be consistent with the terms of the Plan and must comply with all qualification requirements under the Code and regulations.
|
(c)
|
Safekeeping of Plan Assets.
The Trustee shall be responsible for the safekeeping of the assets of the Trust in accordance with the provisions of the Plan and this Agreement.
|
(d)
|
No Guaranteed Value.
The Trustee does not guarantee the Trust Fund in any manner against investment loss or depreciation in asset value, or guarantee the adequacy of the Trust to meet and discharge any or all liabilities of the Plan.
|
(e)
|
Written Communication.
Communications to or from the Trustee that are required to be in writing under this Agreement or the Plan may be made by electronic means, which shall include facsimile, email or other electronic medium if the receiving party consents.
|
4.2
|
Powers of Trustee
. In the administration of the Trust, in addition to, and not in limitation of, any powers, rights, duties or authority granted to the Trustee under this Agreement or under applicable law (all such additional powers and authority being specifically hereby granted), the Trustee is authorized and empowered to invest, manage and control any portion of the Trust Fund as directed by Plan Participants or their beneficiaries, or retained by the Finance Committee, or assigned to the Investment Manager in a manner that is consistent with the
|
(a)
|
Cash Assets.
The Trustee may retain such portion of the Plan assets in cash or cash balances as the Trustee may, from time to time, deem to be reasonably necessary to meet the anticipated cash requirements of the Plan from time to time without liability for interest on such cash assets. The Trustee may deposit all or part of cash assets either separately or together with other trust funds under the control of the Trustee, in its own deposit department or in its name as Trustee in such other depositories as it may select.
|
(b)
|
Claims and Debts, Legal Proceedings.
The Trustee may collect and receive any and all moneys and other property due the Plan and may settle, compromise, or submit to arbitration any claims and liabilities asserted against or in favor or the Trust Fund or the Trustee or with respect to the Plan. The Trustee may commence or defend on behalf of the Plan any law suit or other legal or administrative proceedings but shall have no duty or obligation to do so unless it shall have been indemnified to its satisfaction against any and all loss, cost expense and liability it could sustain or anticipate because of taking such action.
|
(c)
|
Titling of Assets.
The Trustee may hold any securities or other property in bearer form or in the name of a nominee, and may hold any investments in bearer form, provided the books and records of the Trustee at all times show such investment to be part of the Trust. No such registration or holding shall relieve the Trustee from liability for the safe custody and disposition of such securities or other property in accordance with the terms of the Plan and this Agreement. The Trustee may participate in and use the Federal Reserve Bank’s System, a service provided by the Federal Reserve Bank to its member banks for securities.
|
(d)
|
Powers of Individual Owner.
Subject to the following subsection with respect to securities of the Company or an Affiliate, the Trustee may exercise any of the powers of an individual owner with respect to stocks, bonds, securities or other property (excluding securities of the Company or its Affiliates): the right to vote upon such stocks, bonds or securities; to give general or special proxies or powers of attorney; to exercise or sell any conversion privileges, subscription rights, or other options; to participate in corporate reorganizations, mergers, consolidations, or other changes
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(e)
|
Voting Stock.
Notwithstanding the preceding Subsection, unless specifically agreed upon in writing between the Trustee and the Finance Committee or its delegate, the Trustee shall not have the power or responsibility to vote proxies with respect to any securities of the Company or an Affiliate or with respect to any Plan assets that are subject to the investment direction (including the power to manage, acquire or dispose of) of the Company or the Finance Committee or an Investment Manager or any Named Fiduciary in accordance with ERISA Section 403. The Trustee shall follow the requirements set forth in Section 5.3(e) and (f) to the extent voting and similar rights have been passed through to Plan Participants and beneficiaries.
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(f)
|
Real Estate.
The Trustee may manage, administer, operate, lease for any number of years, regardless of any restrictions on leases made by fiduciaries, develop, improve, repair, alter, demolish, mortgage, pledge, grant options with respect to, or otherwise deal with any real property or interest therein at any time held by it; and to cause to be formed a corporation or trust to hold title to any such real property with the powers in this Subsection, all upon such terms and conditions as may be deemed advisable. Despite the preceding, no investment may be made in employer real property (whether or not such property is qualifying employer real property as such term is defined for purposes of Section 407 of ERISA), unless the Finance Committee consents in writing.
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(g)
|
Borrowing.
The Trustee may borrow or raise money on behalf of the Plan from any lender in such amount, and upon such terms and conditions, as the Trustee deems advisable. The Trustee may issue a promissory note as Trustee to secure the repayment of such amounts and may pledge all or any part, of the Trust as security. The Trustee may renew or extend or participate in the renewal or extension of any note, bond or other evidence of indebtedness, or any other contract or lease, or may exchange the same, or agree to a reduction in the rate of interest or rent or any other modification or change in the terms of such loan, or of the security or any guaranty of
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(h)
|
Insurance Contracts.
The Trustee may apply for any contract issued by an insurance company to be purchased under the Plan and may accept and hold any such contract, and may assign and deliver any such contract.
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(i)
|
Asset Transfers.
The Trustee, upon the written direction of the Finance Committee, is authorized to enter into a transfer agreement with the Trustee of another qualified retirement plan and to accept a transfer of assets from such retirement plan on behalf of any Employee of the Company or an Affiliate. The Trustee is also authorized, upon the written direction of the Finance Committee, to transfer all or part of a Participant’s vested account balance to another qualified retirement plan on behalf of such Participant.
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(j)
|
Acknowledgments.
The Trustee is authorized to execute, acknowledge and deliver all documents of transfer and conveyance, receipts, releases, and any other instruments that the Trustee deems necessary or appropriate to carry out its powers, rights and duties hereunder.
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(k)
|
Commingling Assets.
If the Company maintains more than one qualified Plan, the assets of such other qualified plans may be commingled for investment purposes with the assets of this Plan. The Trustee must separately account for the assets of each Plan. Such commingling of assets does not cause the Trusts maintained with respect
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(l)
|
Common/Collective Trust.
The Trustee is authorized to invest Plan assets in a common/collective trust fund, or in a group trust fund that satisfies the requirements of IRS Revenue Ruling 81-100 and is described more fully in Article 5 as a permissible investment. All of the terms and provisions of any such common/collective trust fund or group trust into which Plan assets are invested are incorporated by reference into the provisions of the Trust for this Plan.
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(m)
|
Financial Institution Relationship.
If the Trustee is a bank or similar financial institution, the Trustee is authorized to invest in any type of deposit of the Trustee (including its own money market fund) at a reasonable rate of interest so long as such investment is not a non-exempt prohibited transaction under ERISA.
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(n)
|
Bonding.
The Trustee must be bonded as required by applicable law. The bonding requirements shall not apply to a bank, insurance company, or similar financial institution that satisfies the requirement of Section 412(a)(2) of ERISA.
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(o)
|
Taxes.
The Trustee may pay from the Trust Fund any estate, inheritance, income or other tax, charge or assessment attributable to any benefit under the Plan which, in the Trustee’s opinion, is or may be required in order to pay out such benefit and to require such releases or other documentation as the Trustee deems appropriate.
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4.3
|
Delegation of Investment Authority.
|
(a)
|
Status of Trustee
.
The Trustee shall act only as a directed Trustee and shall exercise
no discretion over the investment or distribution of the Trust Fund unless and only if the Trustee has not received written direction from the Finance Committee with respect to a particular asset held in the Trust Fund. The Trustee shall invest and reinvest the Trust Fund in accordance with investment directions as provided in Article 5. The Trustee will have no responsibility to review or question such investment directions or to review any investment to be acquired, held or disposed of pursuant to such investment directions or to make any recommendations with respect to the disposition or continued retention of any such investment. When accepting and implementing such investment directions, the Trustee will have no responsibility or liability for compliance with any applicable
|
(b)
|
Appointment.
The Finance Committee shall have the right to retain investment authority or to appoint an Investment Manager with respect to all or a portion of the investments of the Trust Fund.
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(c)
|
Notice to Trustee.
The Finance Committee shall advise the Trustee in writing regarding the Finance Committee’s retention of investment authority or the appointment of an Investment Manager. The notice shall state what portion of the Trust Fund is to be invested by the Finance Committee or the Investment Manager and shall, if applicable, direct the Trustee to segregate assets into a separate Investment Account for each such entity directing investments. Such retention, delegation or appointment shall remain in effect until revoked or amended in writing. The Finance Committee and, except as restricted in any agreement with the Committee, Investment Manager shall have authority to exercise all the powers granted to the Trustee in this Agreement. The Trustee shall receive a copy of each such agreement between the Finance Committee and the Investment Managers. All directions to the Trustee shall be in a form and according to a procedure acceptable to the Trustee.
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(d)
|
Trustee’s Duties.
The Trustee must act solely in accordance with the directions of the Finance Committee or the Investment Manager when investments are subject to its or their direction. The Trustee shall not be responsible for the propriety of any directed investment made by the Finance Committee or an Investment Manager and shall not be required to consult with or advise the Finance Committee or Investment Manager or any other person regarding the investment quality of any such directed investment held in the Trust Fund. The Trustee shall furnish the Finance Committee, or the Investment Manager with such periodic financial statements of the Investment Account as the Finance Committee shall direct.
|
(e)
|
Assumptions.
In the event of any ambiguity or in the event a power or responsibility is not expressly allocated or assigned to a specific fiduciary, the power or responsibility
|
(f)
|
Termination of Appointment.
If the Finance Committee relinquishes its authority to direct investments and if authority of an Investment Manager is terminated and a successor is not appointed, the assets held in the related Investment Account may or may not continue to be segregated, as the Trustee may determine. Until receipt of written notice of the termination of the authority of the Finance Committee or an Investment Manager, the Trustee shall be fully protected in assuming the continuing authority of the Finance Committee, or such Investment Manager.
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(g)
|
Compensation.
An Investment Manager appointed by the Finance Committee shall be entitled to receive such reasonable compensation for its services as may be agreed upon with the Finance Committee. The Trustee shall not be responsible for determining the reasonableness of any compensation to be paid to an Investment Manager. An employee of the Company or an Affiliate shall not receive any additional compensation for serving on the Finance Committee.
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4.4
|
Expenses
. Reasonable expenses incurred by the Trustee in the performance of its duties, including fees for legal services or other services pursuant to Section 3.1(d) above rendered to the Trustee and such other expenses as may be agreed upon in writing from time to time between the Finance Committee and the Trustee, and all other proper charges and disbursements of the Trustee, shall be paid from the Trust Fund, unless paid by the Company, but until paid shall constitute a charge upon the Trust Fund. All taxes of any and all kinds whatsoever that may be levied or assessed under existing or future laws, upon or in respect of the Trust Fund or the income therefrom, shall be paid from the Trust Fund. Notwithstanding the preceding, no such expense shall be paid from the Trust Fund to the extent it would be a non-exempt prohibited transaction under ERISA or the Code.
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5.1
|
Investment Funds
. The Plan provides that Plan Participants or their beneficiaries may choose to have their Plan Accounts invested in the Employer Stock Fund or other Investment Funds selected by the Finance Committee. The Trustee shall follow the instructions of the Finance Committee, or if appointed, an Investment Manager with regard to the selection, retention and replacement of Investment Funds (excluding the Employer Stock Fund).
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5.2
|
Participant-Directed Investments.
For so long as Plan Participants or their beneficiaries may direct investments, the Trustee will invest the Trust Fund pursuant to the terms of the Plan and the investment directions of Plan Participants or their beneficiaries. Each Participant or beneficiary shall convey investment instructions to the Benefits Committee or the Benefits Committee’s designee who, in either case, shall transmit those instructions promptly to the Trustee in writing. The Trustee may agree to accept investment instructions from the Plan’s record keeper. Implementation of ERISA Section 404(c) shall not impose any greater duties upon the Trustee than those duties expressly provided for in written procedures adopted by the Benefits Committee and agreed to in writing by the Trustee.
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5.3
|
Employer Stock Fund.
|
(a)
|
Composition.
The Employer Stock Fund is an ESOP and therefore is designed to invest primarily in Employer Stock without limitation. Notwithstanding the preceding, the Trustee may hold cash in the Employer Stock Fund in such amounts as the Trustee decides, in its sole discretion, is reasonable for liquidity purposes in order to make distributions, loans, withdrawals and investment transfers. The Trust shall not be required to pay interest on such cash balance and shall not be liable if the cash balance is not invested.
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(b)
|
Acquisition of Employer Stock.
Each year the Employers will make contributions to the Employer Stock Fund sufficient to amortize any outstanding balance of an Acquisition Loan. To the extent contributions are made in Employer Stock, the Trustee will be expected to retain such Employer Stock in the Employer Stock Fund until liquidation is necessary for Fund transactions. The Trustee may not obligate the Trust to acquire Employer Stock from a particular holder at an indefinite time determined
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(c)
|
Acquisition Loans
. On the direction of the Company, the Trustee will make an Acquisition Loan, solely for the purpose of purchasing Employer Stock or repaying a previous Acquisition Loan. The Trustee may make Acquisition Loans from any financial institution or other entity it considers appropriate, including a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2). A party in interest and/or disqualified person may guarantee any Acquisition Loan. No lender will have recourse against any Plan assets other than Financed Shares that remain subject to pledge at the time of default.
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(1)
|
Each Acquisition Loan shall comply with the requirements set forth in the Plan, including but not limited to, term, collateral and payment of principal and interest.
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(2)
|
The Trustee will maintain a separate Suspense Account to hold Financed Shares acquired with each separate Acquisition Loan. The Finance Committee will direct the Trustee as to whether dividends paid on the Financed Shares should be used to repay the Acquisition Loan or should be released from the Suspense Account and in what number.
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(3)
|
If an Acquisition Loan should go into default, the Trustee will transfer to the lender Plan assets equal in value to the amount of the defaulted balance, but if the lender is a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2), the Trustee will transfer only the number of Financed Shares necessary to meet the repayment schedule of the Acquisition Loan.
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(d)
|
Dividends on Employer Stock.
The Trustee will use dividends issued on Financed Shares held in a Suspense Account to repay any outstanding balance on an Acquisition Loan. The Trustee will honor elections made by Plan Participants or their beneficiaries to have all or part of the dividends attributable to the Share Units in their Accounts
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(e)
|
Voting Rights.
Each Participant or beneficiary whose Account is invested in the Employer Stock Fund may direct the Trustee as to the manner in which the shares of Employer Stock represented by the Share Units held in his/her Accounts will be voted. The Trustee will vote combined fractional shares of Employer Stock represented by the Share Units in the manner that most closely reflects Plan Participants’ direction. The Trustee will refrain from voting any shares for which Plan Participants fail to give voting instructions, except as required by any applicable law. The Trustee will vote unallocated shares of Employer Stock in the Suspense Account in the manner that the Trustee determines to be in the best interest of Plan Participants and beneficiaries. For voting purposes, each Participant or beneficiary will be a named fiduciary with respect to the shares of Employer Stock represented by the Share Units allocated to his Account. The Benefits Committee will see that affected Plan Participants or their beneficiaries and the Trustee receive the same proxy materials provided to other stockholders as well as notices and information statements when voting rights are to be exercised, the content of which shall be generally the same as for all holders of Employer Stock.
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(f)
|
Tender Offers.
If the Trustee receives any information or material that reasonably indicates a tender offer is being made to holders of Employer Stock, the Benefits Committee will furnish such information or material to each Participant or beneficiary with an Account invested in the Employer Stock Fund, together with a form on which the Participant or beneficiary may confidentially direct the Trustee whether to tender the Employer Stock represented by his/her Share Units or take any other solicited action with respect to the Employer Stock represented by his/her Share Units. The Trustee will tender combined fractional shares of Employer Stock represented by the Share
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5.4
|
Investment Powers
. The Finance Committee or the Investment Manager(s) will have sole responsibility for the investment and, unless reserved to a Named Fiduciary, the voting and subscription action of the portion of the Trust Fund under its or their respective management and the Trustee shall take such action only upon the proper instructions of the Finance Committee or the Investment Manager, as applicable. The Trustee will not be liable for, or obligated to inquire into, the acts or omissions of the Finance Committee or Investment Manager who manages all or part of the Trust Fund. In acting upon the directions of the Finance Committee or the Investment Manager or the Plan’s Named Fiduciary, the Trustee may:
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(a)
|
Invest and reinvest principal and income of the Trust Fund in common, preferred, and other stocks of any corporation; voting trust certificates; interests in investment trusts, including, without limiting the generality of such investments, participations issued by an investment company as defined in the Investment Company Act of 1940, as from time to time amended (including those which it or its affiliates are interested as Trustee); bonds, notes, and debentures, secured or unsecured; mortgages on real or personal property; conditional sales contracts; and real estate and leases.
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(b)
|
Invest and reinvest the principal and income of the Trust Fund by investing in an annuity contract or contracts (including any agreement or supplemental agreements) issued by an insurance company.
|
(c)
|
Engage in the writing, sale, and buying in, of covered call option contracts; and the Trustee may acquire and may exercise options to purchase or sell securities or other
|
(d)
|
Invest in qualifying employer securities that are shares of Employer Stock if such assets are purchased or sold as an investment of the Employer Stock Fund and from or to a disqualified person or party in interest, as those terms are used in ERISA, and if there is no generally recognized market for such securities or property, the purchase shall be for not more than fair market value and the sale shall be for not less than fair market value, as determined in good faith by the Trustee.
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(e)
|
Invest and reinvest principal and income of the Trust Fund in deposits (including savings accounts, savings certificates, and similar interest-bearing instruments or accounts) in itself or its affiliates, provided such deposits bear a reasonable rate of interest.
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(f)
|
Lend any securities or security from time to time constituting a part of the Trust Fund in exchange for such consideration and upon such terms and conditions as the Trustee deems appropriate. In any such transaction the Trustee may transfer legal title respecting the securities being loaned to the obligator, and may permit the obligator to return to the Trust Fund securities that are identical (but not necessarily evidenced by the same certificates) to those transferred to it by the Trustee.
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(g)
|
Purchase or sell financial futures contracts in transactions executed through a generally recognized commodities or securities exchange.
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(h)
|
Invest all, or any part, of the assets of the fund in any common, collective or group trust fund which is maintained under Code Section 584 or Revenue Ruling 81-100, 1981-1 C.B. 326 by the Trustee or any bank which is a member of an "affiliated group" (as that term is defined in Section 1504 of the Code) with the Trustee and such common, collective or group trust shall automatically be adopted as part of this Trust Agreement for the period such investment is made in such common, collective or group trust fund and all the terms of such common, collective or group trust fund as in effect during the period such investment is made shall automatically be incorporated by this reference into this Trust Agreement.
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5.5
|
Limitations
.
|
(a)
|
Limited Borrowing.
While the Finance Committee may direct the Trustee with respect to Plan investments pursuant to this Section, and in furtherance of that capacity may generally invest in any media in which the Trustee may invest (excluding transactions involving the Employer Stock Fund as described in other provisions of this Agreement), the Finance Committee may not borrow from the Trust or pledge any of the assets of the Trust as security for a loan to the Company or any other Employer; or on behalf of the Company or any other Employer, buy property or assets from or sell property or assets to the Trust; charge the Trust Fund for any fee for services rendered to the Trust; or receive any services from the Trust on a preferential basis not available to other clients of the Trustee. If the Investment Manager is an affiliate of the Trustee or the Company or any other employer, the restrictions in this Subsection that apply to the Finance Committee shall also apply to such Investment Manager.
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(b)
|
Foreign Securities.
If the Trustee is directed to purchase, retain, or sell securities issued by any foreign government or any agency of a foreign government, or by any corporation domiciled outside of the United States, it shall be the responsibility of the Finance Committee or the Investment Manager, as applicable, to advise the Trustee in writing with respect to any laws or regulations of any foreign country or any United States territory or possession that may be applicable in any manner whatsoever to such securities including, but not limited to, receipt of dividends or interest by the Trustee from such securities. No indicia of ownership of Plan assets may be held outside the United States.
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(c)
|
Delivery of Investment Information.
The Trustee shall deliver or cause to be executed and delivered, to the Finance Committee or the designated Investment Manager, all notices, prospectuses, finance statements, proxies and proxy soliciting materials relating to investments held in the Investment Account (excluding Employer Stock held in the Employer Stock Fund or a Suspense Account).
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5.6
|
Investment Policy.
The Finance Committee shall formulate an investment policy and method and communicate it in writing to the Trustee or other fiduciary responsible for Plan investments. If any adjustment from such policy or method is subsequently deemed appropriate, the Finance Committee shall give written notice of such adjustment as soon as practicable to the responsible fiduciary and the fiduciary shall be under no duty to make any such adjustment prior to receiving such notice.
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5.7
|
Transfers to Insurance Company
. The Finance Committee may direct the Trustee to transfer all or any part of the Trust Fund to an insurance company designated by the Finance Committee.
|
(a)
|
Notice and Contract.
The Finance Committee shall give the Trustee written notice of such transfer within a reasonable time before the transfer. The amounts transferred shall be held by the insurance company pursuant to a contract between the insurance company and the Trustee. The Finance Committee shall determine the terms of the contract (including any supplemental agreement and, on the Finance Committee’s written direction, the Trustee shall apply for the contract, hold the contract as an asset of the Trust Fund and shall pay premiums as directed in writing by the Finance Committee.
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(b)
|
Committee Direction.
Except as otherwise agreed in writing by the Trustee and the Finance Committee, the Trustee shall take actions with respect to such contract only as directed in writing by the Finance Committee. It is intended that the Trustee shall have no discretion whatsoever with respect to the provisions of such an insurance contract or the Trustee actions taken in connection with the contract. Notwithstanding any of the foregoing provisions of this Subsection to the contrary, the Trustee shall make no payment for investment in an insurance company account other than the general account of the insurance company, unless the insurance company has met the requirements of Section 3(38) of ERISA to serve as an Investment Manager as defined in ERISA and has acknowledged in writing that it is a fiduciary with respect to the Plan and the Trust. No transfer shall be made from the general account of any other account maintained by the insurance company until the requirements of the preceding sentence are met.
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6.1
|
Valuation.
|
(a)
|
Annual Valuation and Final Report.
As soon as reasonably practicable following the close of each annual accounting period of the Trust, or after the resignation or removal of a Trustee has become effective, the Trustee shall file with the Finance Committee a written account setting forth all investments, receipts, disbursements, and other transactions it has effected during such year, or during the part of the year to the date the resignation or removal is effective, as the case may be, and containing a description of all securities purchased and sold, the cost or net proceeds of sale, the securities and investments held at the end of such period, and the cost of each item as carried on the books of the Trustee. The Trustee and the Finance Committee may agree to value the Trust on a more frequent basis.
|
(b)
|
Committee Approval of Report.
Upon receipt of the Trustee’s report described in Subsection (a), the Finance Committee must promptly notify the Trustee of its approval or disapproval of the information. If the Finance Committee does not provide a written disapproval within one-hundred and eighty (180) days following the receipt of the information, including a written description of the items in question, the Trustee is forever released and discharged from any liability with respect to all matters reflected in such information. The Trustee shall have thirty (30) days following its receipt of a written disapproval from the Finance Committee to provide a written explanation of the terms in question. If the Finance Committee again disapproves of the accounting, the Trustee may file its accounting with a court of competent jurisdiction for audit and adjudication.
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(c)
|
Valuations Binding.
If the fair market value of an asset in the Trust Fund is not available when necessary for accounting or reporting purposes, the fair market value of the asset shall be determined in good faith by the Trustee, assuming an orderly liquidation at the time of such determination. In determining the value of the Trust Fund, the Trustee will exercise its best judgment, and all determinations of Trust Fund value made by the Trustee and approved by the Finance Committee will be binding
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6.2
|
Records and Accounts.
|
(a)
|
Accurate Records.
The Trustee shall keep accurate and detailed records and accounts of all investments, receipts, and disbursement, and other transactions involving assets of the Trust Fund, and all records, books, and accounts relating to the Trust Fund shall be open to inspection by any person designated by the Finance Committee at all reasonable times.
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(b)
|
Other Information and Reports.
In addition to the annual valuation reports, the Trustee shall also furnish the Committees such other information as the Trustee may possess and as may be necessary for the Committees to comply with the reporting requirements of ERISA, the Securities and Exchange Commission or other governmental agency. The Trustee shall make such other reports as may be agreed upon with each Committee. No other person or entity may require an accounting of the Trustee.
|
(c)
|
Record Retention.
The Trustee shall retain its records relating to the Trust as long as necessary for the proper administration of the Trust Fund and at least for any period required by ERISA or other applicable law.
|
(d)
|
Data Backup.
The Trustee agrees to maintain a backup on all data in its possession related to the Plan and the Trust on a separate network and in a separate geographic location (to reduce the risk of an event occurring in one region of the country affecting the ability of the Trustee to perform its duties under this Agreement. The backup data and separate network will be reasonably available to the Trustee to process Plan transactions upon the inability of the Trustee to process Plan transactions through its primary source.
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7.1
|
Indemnification of Trustee.
Except to the extent that the Trustee has acted with gross negligence or willful misconduct, the Company shall indemnify the Trustee (whether or not the Trustee has resigned or been removed) against any and all claims, liabilities, losses, damages, and expenses, including reasonable attorney, accountant, and other advisory fees (“Losses”), incurred as a result of:
|
(a)
|
any action or omission of the Trustee taken in good faith in accordance with any information, instruction, direction, or opinion given to the Trustee by the Company, the Benefits Committee, the Finance Committee, an Investment Manager, a Named Fiduciary, or any person or entity appointed by any of them and authorized to give any information, instruction, direction, or opinion to the Trustee;
|
(b)
|
the failure of the Benefits Committee, the Finance Committee, an Investment Manager, Named Fiduciary or any person or entity appointed by any of them to make timely disclosure to the Trustee of information necessary for the Trustee to fulfill its duties under this Agreement which any of them or any appointee knows or should know if it acted in a reasonably prudent manner; or
|
(c)
|
any breach of fiduciary duty by the Company (to the extent the Company is a fiduciary), the Benefits Committee, the Finance Committee, an Investment Manager, Named Fiduciary or any person or entity appointed by any of them, other than such a breach which is caused by any failure of the Trustee to perform its duties under this Trust Fund.
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7.2
|
Liability for Another’s Acts or Omissions
|
(a)
|
Trustee Liability.
The Trustee shall not be liable for the acts or omissions of the Benefits Committee or the Finance Committee or any Investment Manager except where the Trustee is acting as an Investment Manager or has appointed an affiliate as
|
(b)
|
Liabilities of Directed Trustee.
As a directed Trustee, the Trustee shall have no responsibility to review or question the distribution instructions or the investment directions it receives from any authorized persons or to review any such investment directions regarding the acquisition, holding or disposition of any investment or to make any recommendations with respect to the disposition or continued retention of any such investment. When accepting and implementing investment directions, the Trustee will have no responsibility or liability for compliance with any applicable requirements in the Plan document or this Agreement concerning Plan investments or for any loss or diminution in value which results from the choice of investments for the Trust Fund. The Trustee will have no responsibility or liability for any action taken or not taken in reliance on the investment instructions of any person properly authorized to direct investments as described in Section 4.3.
|
(c)
|
Liability for Trustee Acts and Omissions
. The Benefits Committee and the Finance Committee shall not be liable for the acts or omissions of the Trustee except with respect to any acts or omissions of the Trustee in which the Benefits Committee or the Finance Committee participated knowingly or which the Benefits Committee or the Finance Investment Committee knowingly undertakes to conceal, and which Benefits Committee or Finance Committee knows or reasonably should know constitutes a breach of fiduciary responsibility.
|
(d)
|
Absence of Directions.
If at any time the Benefits Committee or the Finance Committee shall be incapable for any reason of giving instructions, directions or authorizations to the Trustee as provided in this Agreement, the Trustee may, without liability to itself, act without such instructions, directions or authorizations as it, in its discretion, shall deem appropriate or advisable under the circumstances for carrying out the provisions of the Plan or this Agreement.
|
7.3
|
Indemnification by Trustee.
Except to the extent that a SunTrust Indemnified Party (defined
|
8.1
|
Resignation or Removal
. The Trustee may resign at any time by giving ninety (90) days advance written notice to the Finance Committee. The Finance Committee may remove the Trustee by giving sixty (60) days advance written notice to the Trustee. The Parties may mutually agree to a shorter notice period. A departing Trustee shall file a final accounting with the Finance Committee as described in Article 6 and shall provide for the transfer of Trust records to the successor or to the Finance Committee, as directed by the Finance Committee.
|
8.2
|
Successor
. In the event of the resignation or removal of the Trustee, the Finance Committee shall promptly appoint a successor. If no appointment of a successor is made within a reasonable time after the Trustee’s resignation or removal, the Trustee may petition any court of competent jurisdiction to appoint a successor, after giving advance notice to the Finance Committee and the retiring Trustee, as the court may deem proper and suitable. The retiring Trustee shall be furnished with written notice from the Finance Committee or the court, as the case may be, of the appointment of the successor, and shall also be furnished with written evidence of the successor's acceptance of the trusteeship. Only then shall the retiring Trustee cease to serve as trustee under this Agreement.
|
8.3
|
Duties of Successor Trustee.
Every successor Trustee serving under this Agreement shall have all the rights, title, powers, duties, exemptions, and limitations of the predecessor Trustee as set forth in the Plan and this Agreement. Upon the appointment and acceptance of a successor Trustee, the retiring Trustee shall transfer and deliver the assets of the Trust Fund to the successor, after reserving such reasonable amount as it shall deem necessary to provide for permissible fees and expenses and any sums chargeable against the Trust Fund for which the retiring Trustee may be liable. Any predecessor Trustee shall do all acts necessary to vest title of record in the successor Trustee. If any assets in the Trust Fund have been invested in a common or collective trust fund of the predecessor Trustee, the predecessor shall cause that investment to be liquidated at the earliest practical time after notice has been given or received by the predecessor of the resignation or removal. No person becoming a Trustee of the Trust Fund shall be in any way liable or responsible for anything done or omitted by any Trustee before such person's acceptance of the trusteeship, nor shall such person have any duty to examine the administration of the Trust prior to such acceptance.
|
8.4
|
Changes in Organization of Trustee.
If any corporate trustee acting under this Agreement is merged with another corporation or association, or is succeeded by another corporation or association, through consolidation or otherwise, the acquiring corporation or association shall automatically become Trustee under this Agreement. If any corporate trustee acting under this Agreement sells and transfers substantially all of its assets and business to another corporation or association, the acquiring corporation or association shall automatically become Trustee under this Agreement. When authorized by statute or court order any corporate trustee acting hereunder may permit itself to be succeeded as such corporate trustee by another corporation or association and such other corporation or association shall become Trustee under this Agreement. In each case the acquiring corporation or association shall be Trustee of the Trust as though specifically so named in this Agreement. Notwithstanding the foregoing provisions of this section, an acquiring corporation or association shall become Trustee under this Agreement only if it has trust powers and is formed under the laws of the United States of America or any U.S. subdivision.
|
9.1
|
Benefits May Not Be Assigned or Alienated.
Except as otherwise expressly permitted by the Plan or required by law, the interests of Plan Participants and their beneficiaries under the Plan or this Trust Agreement shall not be subject to any form of attachment, garnishment, levy or other actions of collection afforded creditors of the Company or Participants and their beneficiaries under the Plan. The Trustee shall not recognize any assignment or alienation of benefits unless authorized by the Benefits Committee.
|
9.2
|
Evidence.
Evidence required of anyone under this Trustee Agreement may be by certificate, affidavit, document, or other instruction which the person acting in reliance thereon considers to be pertinent and reliable, and to be signed, made, or presented by the proper party. Communications required to be in writing may be made by letter, memorandum or form and may be transmitted by U.S. mail or private delivery service or, if agreed by the parties, by facsimile, email or other electronic means.
|
9.3
|
Dealings of Others with Trustee.
No person (corporation or individual) dealing with the Trustee shall be required to see to the application of any money paid or property delivered to the Trustee or to determine whether the Trustee is acting pursuant to any authority granted to it under this Trust Agreement.
|
9.4
|
Allocation of Responsibility.
The responsibilities and obligations of the Trustee shall be strictly limited to those set forth in this Trust Agreement. Except to the extent imposed by ERISA, no fiduciary of the Plan shall have the duty to question whether any other fiduciary is fulfilling all of the responsibility imposed upon such other fiduciary by ERISA or by any regulations or rulings issued under ERISA. The Trustee shall not be responsible in any way or any manner in which the Committees, or any other fiduciary appointed by the Committees, carries out their respective responsibilities under this Trust Agreement, or more generally, under the Plan.
|
9.5
|
Waiver of Notice.
Any notice required under this Trust Agreement may be waived by the person entitled receive such notice.
|
9.6
|
Governing Document.
To the extent the terms of this Trust may vary from the terms of the Plan document with respect to depositing Plan assets into this Trust, the terms of this Trust
|
9.7
|
Counterparts.
This Trust Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Such counterparts shall constitute but one and the same instrument, which may be sufficiently evidenced by any one counterpart.
|
9.8
|
Audits.
The Finance Committee shall have the right to cause the books, records, and accounts of the Trustee that relate to the Trust to be examined and audited by independent auditors designated by the Finance Committee at such times as the Finance Committee may determine, and the Trustee shall make such books, records, and accounts available for such purposes at all reasonable times. This provision shall survive termination of this Agreement.
|
10.1
|
Amendment.
This Trust Agreement may be amended at any time or from time to time and in any manner by written agreement of the Trustee and the Committees, and the provisions of any such amendment may be applicable to the Trust Fund as constituted at the time of the amendment as well as to the part of the Trust Fund subsequently acquired.
|
10.2
|
Termination of Plan.
If the Plan is terminated, this Trust shall nevertheless continue in effect until the Trust Fund has been distributed in accordance with the provisions of the Plan.
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Number of Restricted Stock Units
|
|
_
[
# of Shares
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
(i)
|
the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through the Vesting Date, except as provided in §6(b), (c), and (d) hereof (pertaining to termination of employment as a result of death, Disability, a reduction in force, and after Retirement);
|
(ii)
|
the Restricted Stock Units were not forfeited as a result of the failure to satisfy the performance condition in §3; and
|
(iii)
|
if applicable, the Restricted Stock Units were not forfeited pursuant to the co-investment provisions of §8(a).
|
(a)
|
The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) payable pursuant to this §7 (the “Vested Units”) shall be determined in accordance with §3, §4, §5 and §6 above and shall be paid in a lump sum on the Vesting Date. Except as set forth below, the Vested Units shall be paid out in an equivalent number of shares of Stock; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash.
|
(i)
|
No Solicitation of Customers or Clients.
Grantee shall not during the Restricted Period solicit any customer or client of SunTrust or any SunTrust Affiliate with whom Grantee had any material business contact during the two (2) year period which ends on the date Grantee's employment by SunTrust or a SunTrust Affiliate terminates for the purpose of competing with SunTrust or any SunTrust Affiliate for any reason, either individually, or as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director of, or service provider to, any corporation, partnership, venture or other business entity.
|
(ii)
|
Anti-pirating of Employees.
Absent the Compensation Committee's written consent, Grantee will not during the Restricted Period solicit to employ on Grantee's own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or a SunTrust Affiliate during the term of Grantee's employment by SunTrust or a SunTrust Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or a SunTrust Affiliate for a period of at least one (1) year.
|
(iii)
|
Protection of Trade Secrets and Confidential Information.
Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate for so long as such information remains a Trade Secret. In addition Grantee agrees that during the Restricted Period Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Grantee may have acquired (whether or not developed or compiled by Grantee and whether or not Grantee was authorized to have access to such information) during the term of, in the course of, or as a result of Grantee's employment by SunTrust or a SunTrust Affiliate.
|
(iv)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
(v)
|
No Competitive Activity.
Absent the Committee's written consent, Grantee shall not, during the Restricted Period and within the Territory, engage in any Managerial Responsibilities for or on behalf of any corporation, partnership, venture, or other business entity that engages directly or indirectly in the Financial Services Business whether as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director; provided, however, that Grantee may own up to five percent (5%) of the stock of a publicly traded company that engages in the Financial Services Business so long as Grantee is only a passive investor and is not actively involved in such company in any way.
|
(vi)
|
Non-Disparagement.
Grantee agrees not to knowingly make false or materially misleading statements or disparaging comments about SunTrust or any SunTrust Affiliate during the Restricted Period.
|
(vii)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Number of Restricted Stock Units
|
|
_
[
# of Shares
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
(a)
|
the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through each Vesting Date, except as provided in §6(b), (c), and (d) hereof (pertaining to termination of employment as a result of death, Disability, a reduction in force, and after Retirement); and
|
(b)
|
the Restricted Stock Units were not forfeited as a result of the failure to satisfy the performance condition in §3.
|
(a)
|
Subject to § 7(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with § 4, § 5, or § 6 of this Agreement (the “Vested Units”) shall be paid in a lump sum on the specified dates, as follows:
|
(b)
|
Notwithstanding the specified dates set forth in § 7(a), the total number of Vested Units shall be paid in a lump sum upon the earliest to occur of the following: (i) the date of the Grantee's death, (ii) the date of the Grantee's Disability, or (iii) if prior to the date a Grantee becomes eligible for Retirement, the date of the Grantee's Separation from Service. In the event payment is made pursuant to sub-paragraph (i) or (ii) above, such payment shall be made on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. Except as set forth below, the Vested Units shall be paid out in an equivalent number of shares of Stock; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to § 5, the Vested Units shall be paid in cash. Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee's Separation from Service.
|
(i)
|
No Solicitation of Customers or Clients.
Grantee shall not during the Restricted Period solicit any customer or client of SunTrust or any SunTrust Affiliate with whom Grantee had any material business contact during the two (2) year period which ends on the date Grantee's employment by SunTrust or a SunTrust Affiliate terminates for the purpose of competing with SunTrust or any SunTrust Affiliate for any reason, either individually, or as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director of, or service provider to, any corporation, partnership, venture or other business entity.
|
(ii)
|
Anti-pirating of Employees.
Absent the Compensation Committee's written consent, Grantee will not during the Restricted Period solicit to employ on Grantee's own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or a SunTrust Affiliate during the term of Grantee's employment by SunTrust or a SunTrust Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or a SunTrust Affiliate for a period of at least one (1) year.
|
(iii)
|
Protection of Trade Secrets and Confidential Information.
Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate for so long as such information remains a Trade Secret. In addition Grantee agrees that during the Restricted Period Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Confidential or Proprietary Information that Grantee may have acquired (whether or not developed or compiled by Grantee and whether or not Grantee was authorized to have access to such information) during the term of, in the course of, or as a result of Grantee's employment by SunTrust or a SunTrust Affiliate.
|
(iv)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
(v)
|
No Competitive Activity.
Absent the Committee's written consent, Grantee shall not, during the Restricted Period and within the Territory, engage in any Managerial Responsibilities for or on behalf of any corporation, partnership, venture, or other business entity that engages directly or indirectly in the Financial Services Business whether as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director; provided, however, that Grantee may own up to five percent (5%) of the stock of a publicly traded company that engages in the Financial Services Business so long as Grantee is only a passive investor and is not actively involved in such company in any way.
|
(vi)
|
Non-Disparagement.
Grantee agrees not to knowingly make false or materially misleading statements or disparaging comments about SunTrust or any SunTrust Affiliate during the Restricted Period.
|
(vii)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Number of Restricted Stock Units
|
|
_
[
# of Shares
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
Performance Level
|
STI TSR
vs. Peer Median on Vesting Date
|
Percentage of restricted Stock Units that Vest
|
Maximum
|
25%
|
100%
|
|
20%
|
89%
|
|
10%
|
78%
|
Target
|
—%
|
67%
|
|
(10)%
|
56%
|
|
(20)%
|
44%
|
Threshold
|
(25)%
|
33%
|
|
< -25%
|
—%
|
(i)
|
No Solicitation of Customers or Clients.
Grantee shall not during the Restricted Period solicit any customer or client of SunTrust or any SunTrust Affiliate with whom Grantee had any material business contact during the two (2) year period which ends on the date Grantee's employment by SunTrust or a SunTrust Affiliate terminates for the purpose of competing with SunTrust or any SunTrust Affiliate for any reason, either individually, or as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director of, or service provider to, any corporation, partnership, venture or other business entity.
|
(ii)
|
Anti-pirating of Employees.
Absent the Compensation Committee's written consent, Grantee will not during the Restricted Period solicit to employ on Grantee's own behalf or on behalf of any other person, firm or corporation, any person who was employed by SunTrust or a SunTrust Affiliate during the term of Grantee's employment by SunTrust or a SunTrust Affiliate (whether or not such employee would commit a breach of contract), and who has not ceased to be employed by SunTrust or a SunTrust Affiliate for a period of at least one (1) year.
|
(iii)
|
Protection of Trade Secrets and Confidential Information.
Grantee hereby agrees that Grantee will hold in a fiduciary capacity for the benefit of SunTrust and each SunTrust Affiliate, and will not directly or indirectly use or disclose, any Trade Secret that Grantee may have acquired during the term of Grantee's employment by SunTrust or a SunTrust Affiliate
|
(iv)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
(v)
|
No Competitive Activity.
Absent the Committee's written consent, Grantee shall not, during the Restricted Period and within the Territory, engage in any Managerial Responsibilities for or on behalf of any corporation, partnership, venture, or other business entity that engages directly or indirectly in the Financial Services Business whether as an owner, partner, employee, agent, consultant, advisor, contractor, salesman, stockholder, investor, officer or director; provided, however, that Grantee may own up to five percent (5%) of the stock of a publicly traded company that engages in the Financial Services Business so long as Grantee is only a passive investor and is not actively involved in such company in any way.
|
(vi)
|
Non-Disparagement.
Grantee agrees not to knowingly make false or materially misleading statements or disparaging comments about SunTrust or any SunTrust Affiliate during the Restricted Period.
|
(vii)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Agreement, including without limitation the Territory and Restricted Period, are reasonable, fair and equitable in scope, terms and duration; are necessary to protect the legitimate business interests of SunTrust; and are a material inducement to SunTrust to enter into this Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Agreement nor will Grantee raise any equitable defense to its enforcement.
|
1.
|
BB&T Corporation
|
2.
|
Capital One Financial Corporation
|
3.
|
Comerica Incorporated
|
4.
|
Fifth Third Bancorp
|
5.
|
KeyCorp
|
6.
|
M&T Bank Corporation
|
7.
|
PNC Financial Services Group, Inc.
|
8.
|
Regions Financial Corporation
|
9.
|
U.S. Bancorp
|
10.
|
Wells Fargo & Company
|
|
SunTrust Banks, Inc.
|
|
|
|
|
[33⅓]
|
|
% of the Grant shall be vested on the first anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the second anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the third anniversary of the Grant Date.
|
|
|
|
|
Name of Grantee
|
|
[Name]
|
|
|
|
Shares of
Restricted Stock
|
|
[# of Shares]
|
|
|
|
Grant Date
|
|
[Grant Date]
|
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
|
SunTrust Banks, Inc.
|
|||||||||||||||||||
|
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (in millions)
|
|||||||||||||||||||
|
For the Year Ended December 31
|
|
||||||||||||||||||
(Dollars in millions)
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
||||||||||
Ratio 1 - including deposit interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes and extraordinary gain
|
|
$726
|
|
|
|
$4
|
|
|
|
($2,462
|
)
|
|
|
$729
|
|
|
|
$2,250
|
|
|
Fixed charges
|
1,189
|
|
|
1,562
|
|
|
2,315
|
|
|
3,778
|
|
|
5,377
|
|
|
|||||
Total
|
|
$1,915
|
|
|
|
$1,566
|
|
|
|
($147
|
)
|
|
|
$4,507
|
|
|
|
$7,627
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
$624
|
|
|
|
$860
|
|
|
|
$1,440
|
|
|
|
$2,377
|
|
|
|
$3,661
|
|
|
Interest on funds purchased and securities sold under agreements to repurchase
|
5
|
|
|
6
|
|
|
8
|
|
|
131
|
|
|
440
|
|
|
|||||
Interest on other short-term borrowings
|
12
|
|
|
13
|
|
|
15
|
|
|
55
|
|
|
121
|
|
|
|||||
Interest on trading liabilities
|
26
|
|
|
30
|
|
|
20
|
|
|
27
|
|
|
15
|
|
|
|||||
Interest on long-term debt
|
449
|
|
|
580
|
|
|
761
|
|
|
1,117
|
|
|
1,079
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
73
|
|
|
73
|
|
|
71
|
|
|
71
|
|
|
61
|
|
|
|||||
Total fixed charges
|
1,189
|
|
|
1,562
|
|
|
2,315
|
|
|
3,778
|
|
|
5,377
|
|
|
|||||
Preferred stock dividend requirements
|
165
|
|
|
274
|
|
|
280
|
|
|
49
|
|
|
42
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$1,354
|
|
|
|
$1,836
|
|
|
|
$2,595
|
|
|
|
$3,827
|
|
|
|
$5,419
|
|
|
Ratio of earnings to fixed charges
|
1.61
|
|
x
|
1.00
|
|
x
|
NM
|
|
|
1.19
|
|
x
|
1.42
|
|
x
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
1.41
|
|
x
|
0.85
|
|
x
|
NM
|
|
|
1.18
|
|
x
|
1.41
|
|
x
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio 2 - excluding deposit interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes and extraordinary gain
|
|
$726
|
|
|
|
$4
|
|
|
|
($2,462
|
)
|
|
|
$729
|
|
|
|
$2,250
|
|
|
Fixed charges
|
565
|
|
|
702
|
|
|
875
|
|
|
1,401
|
|
|
1,716
|
|
|
|||||
Total
|
|
$1,291
|
|
|
|
$706
|
|
|
|
($1,587
|
)
|
|
|
$2,130
|
|
|
|
$3,966
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on funds purchased and securities sold under agreements to repurchase
|
|
$5
|
|
|
|
$6
|
|
|
|
$8
|
|
|
|
$131
|
|
|
|
$440
|
|
|
Interest on other short-term borrowings
|
12
|
|
|
13
|
|
|
15
|
|
|
55
|
|
|
121
|
|
|
|||||
Interest on trading liabilities
|
26
|
|
|
30
|
|
|
20
|
|
|
27
|
|
|
15
|
|
|
|||||
Interest on long-term debt
|
449
|
|
|
580
|
|
|
761
|
|
|
1,117
|
|
|
1,079
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
73
|
|
|
73
|
|
|
71
|
|
|
71
|
|
|
61
|
|
|
|||||
Total fixed charges
|
565
|
|
|
702
|
|
|
875
|
|
|
1,401
|
|
|
1,716
|
|
|
|||||
Preferred stock dividend requirements
|
165
|
|
|
274
|
|
|
280
|
|
|
49
|
|
|
42
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$730
|
|
|
|
$976
|
|
|
|
$1,155
|
|
|
|
$1,450
|
|
|
|
$1,758
|
|
|
Ratio of earnings to fixed charges
|
2.28
|
|
x
|
1.01
|
|
x
|
NM
|
|
|
1.52
|
|
x
|
2.31
|
|
x
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
1.77
|
|
x
|
0.72
|
|
x
|
NM
|
|
|
1.47
|
|
x
|
2.26
|
|
x
|
SunTrust Banks, Inc.
|
Atlanta, GA
|
||||
Direct Non Bank Subsidiaries
|
|
||||
|
|
||||
100%
|
GenSpring Holdings, Inc.
|
Palm Beach Gardens, FL
|
|||
|
100%
|
GenSpring Family Offices, L.L.C.
|
Jupiter, FL
|
||
|
|
100%
|
Inlign Wealth Management, LLC
|
Phoenix, AZ
|
|
|
|
100%
|
GenSpring Family Offices International, LLC
|
Miami, FL
|
|
|
|
100%
|
Teton Trust Company
|
Jackson, WY
|
|
|
|
|
100%
|
TTC & Co L.L.C.
|
Jackson, WY
|
|
|
||||
100%
|
SunTrust Capital I
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital II
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital III
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital IV
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital V
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital VI
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital VII
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital VIII
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital IX
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital X
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital XI
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital XII
|
Atlanta, GA
|
|||
|
|
|
|||
100%
|
SunTrust Capital XIII
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital XIV
|
Atlanta, GA
|
|||
|
|
||||
100%
|
SunTrust Capital XV
|
Atlanta, GA
|
Direct Non Bank Subsidiaries (continued)
|
|
|||
|
|
|||
100%
|
SunTrust Capital XVI
|
Atlanta, GA
|
||
|
|
|||
100%
|
SunTrust Capital XVII
|
Atlanta, GA
|
||
|
|
|||
100%
|
SunTrust Preferred Capital I
|
Atlanta, GA
|
||
|
|
|||
100%
|
GB&T Bancshares Statutory Trust I
|
Atlanta, GA
|
||
|
|
|||
100%
|
GB&T Bancshares Statutory Trust II
|
Atlanta, GA
|
||
|
|
|||
100%
|
Southern Heritage Statutory Trust I
|
Atlanta, GA
|
||
|
|
|||
100%
|
SunTrust Delaware Trust Company
|
Wilmington, DE
|
||
|
|
|||
100%
|
SunTrust Robinson Humphrey, Inc.
|
Nashville, TN
|
||
|
|
|||
100%
|
SunTrust Insurance Company
|
Chattanooga, TN
|
||
|
|
|||
99.99%
|
SunTrust Plaza Associates, LLC
|
Atlanta, GA
|
||
|
|
|
||
98.77%
|
RidgeWorth Capital Management, Inc.
|
Atlanta, GA
|
||
|
100%
|
Ceredex Value Advisors LLC
|
Orlando, FL
|
|
|
100%
|
Certium Asset Management LLC
|
Atlanta, GA
|
|
|
100%
|
IronOak Advisors LLC
|
Richmond, VA
|
|
|
100%
|
Seix Investment Advisors LLC
|
Upper Saddle River, NJ
|
|
|
|
100%
|
Baker Street CLO 2005-1, Ltd
|
Grand Cayman, Cayman Island, B.W.I.
|
|
100%
|
Silvant Capital Management, LLC
|
Atlanta, GA
|
|
|
100%
|
StableRiver Capital Management LLC
|
Atlanta, GA
|
|
|
|
|
||
100%
|
SunTrust Equity Funding, LLC
|
Atlanta, GA
|
||
|
100%
|
CW Cedar Crossing TX Landlord, LLC
|
Atlanta, GA
|
Direct Non Bank Subsidiaries (continued)
|
|
||
|
|
||
100%
|
SunTrust Equity Funding, LLC (continued)
|
Atlanta, GA
|
|
|
100%
|
KS Coatesville PA Landlord, LLC
|
Atlanta, GA
|
|
100%
|
FX Kettleman City CA Landlord, LLC
|
Atlanta, GA
|
|
100%
|
New Smyrna Seminoles, LLC
|
Atlanta, GA
|
|
100%
|
STEF Fund Member, LLC
|
Atlanta, GA
|
|
100%
|
Springing, Inc.
|
Atlanta, GA
|
|
100%
|
ST Leasing Special Purpose Member, LLC
|
Atlanta, GA
|
|
100%
|
WG Albuquerque NM Montgomery Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Mesquite TX Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Fairmont MN Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Richmond TX Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Lakewood CO Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Gardner KS Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Richmond VA Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Rapid City SD Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Evansville IN Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Kenner LA Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG North Little Rock AR Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Albuquerque NM Paseo Del Norte Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Moore OK Landlord, LLC
|
Atlanta, GA
|
|
100%
|
WG Woodward OK Landlord, LLC
|
Atlanta, GA
|
|
|
||
100%
|
SunTrust 1031 Exchange Co.
|
Richmond, VA
|
|
|
|
||
100%
|
National Commerce Capital Trust I
|
Memphis, TN
|
|
|
|
||
100%
|
National Commerce Capital Trust II
|
Memphis, TN
|
|
|
|
||
100%
|
ST Management Services India Private Limited
|
Bangalore, India
|
|
|
|
||
100%
|
SunTrust Outsourcing Management, L.L.C
|
Atlanta, GA
|
Lower Tier Bank Holding Company
|
|
|||||||||
|
|
|
||||||||
100%
|
SunTrust Bank Holding Company
|
Orlando, FL
|
||||||||
|
|
|
||||||||
|
100%
|
SunTrust Bank
|
Atlanta, GA
|
|||||||
|
|
100%
|
Premium Assignment Corporation
|
Tallahassee, FL
|
||||||
|
|
|
100%
|
Premium Assignment Corporation, II
|
Tallahassee, FL
|
|||||
|
|
100%
|
STB Capital, LLC
|
Newark, DE
|
||||||
|
|
100%
|
STB Receivables (Central Florida), Inc.
|
Newark, DE
|
||||||
|
|
100%
|
STB Management Corporation
|
Newark, DE
|
||||||
|
100%
|
STB FNC Corporation
|
Newark, DE
|
|||||||
|
|
|
|
100%
|
STB STR Corporation
|
Newark, DE
|
||||
|
|
|
|
100%
|
CCBDE, Inc.
|
Wilmington, DE
|
||||
|
|
100%
|
STB Real Estate LLC
|
Newark, DE
|
||||||
|
100%
|
STB Real Estate Parent LLC
|
Newark, DE
|
|||||||
|
|
|
|
100%
|
STB Real Estate Holdings (Commercial), Inc.
|
Newark, DE
|
||||
|
|
|
|
|
100%
|
STB Holdings (Commercial) TRS, Inc.
|
Newark, DE
|
|||
|
|
|
|
100%
|
STB Real Estate Holdings (Household Lending), Inc.
|
Newark, DE
|
||||
|
|
|
|
|
100%
|
STB Holdings (Household Lending) TRS, Inc.
|
Newark, DE
|
|||
|
|
|
|
100%
|
STB Real Estate Holdings (Residential), Inc.
|
Newark, DE
|
||||
|
|
|
|
|
100%
|
STB Holdings (Residential) TRS, Inc.
|
Newark, DE
|
|||
|
|
100%
|
SunTrust Community Capital, LLC
|
Atlanta, GA
|
||||||
|
|
100%
|
SunTrust International Banking Company
|
Atlanta, GA
|
||||||
|
|
100%
|
CB Finance, Inc.
|
Newark, DE
|
||||||
|
100%
|
Commerce Real Estate Holding Company
|
Wilmington, DE
|
|||||||
|
100%
|
STB Real Estate Parent (MA), Inc.
|
Newark, DE
|
|||||||
|
|
|
|
100%
|
SunTrust Real Estate Investment Corporation
|
Newark, DE
|
||||
|
|
|
|
|
100%
|
STREIC TRS Inc.
|
Newark, DE
|
|||
|
|
|
100%
|
SunTrust Leasing Corporation
|
Towson, MD
|
|||||
|
|
|
|
100%
|
SunTrust Finance NC Corporation
|
Atlanta, GA
|
||||
|
|
|
|
100%
|
SunTrust Equipment Finance & Leasing Corp.
|
Towson, MD
|
||||
|
|
|
100%
|
CM Finance, L.L.C.
|
Newark, DE
|
|||||
|
|
|
|
100%
|
CBP Finance, L.L.C.
|
Newark, DE
|
||||
|
|
|
|
|
100%
|
STBE Investments, Inc.
|
Wilmington, DE
|
|||
|
|
100%
|
SunTrust Mortgage, Inc.
|
Richmond, VA
|
||||||
|
|
|
100%
|
ValuTree Real Estate Services, L.L.C.
|
Richmond, VA
|
|||||
|
|
|
|
100%
|
SunTrust Lender Management, L.L.C.
|
Richmond, VA
|
100%
|
SunTrust Bank Holding Company (continued)
|
|
|||
|
|
|
|||
|
100%
|
SunTrust Bank (continued)
|
|
||
|
|
|
100%
|
SunTrust Mortgage Securitization, LLC
|
Richmond, VA
|
|
|
100%
|
Twin Rivers Insurance Company
|
Charleston, SC
|
|
|
|
100%
|
SunTrust Procurement Services, L.L.C.
|
Baltimore, MD
|
|
|
|
100%
|
SunTrust Student Loan Funding, L.L.C.
|
Atlanta, GA
|
|
|
|
|
100%
|
SunTrust Student Loan Trust 2006-1
|
Atlanta, GA
|
|
|
100%
|
Southland Associates, Inc.
|
Durham, NC
|
|
|
|
100%
|
NBC Market South, Inc.
|
Memphis, TN
|
|
|
|
|
100%
|
NBC Management Company, Inc.
|
Memphis, TN
|
|
|
100%
|
National Commerce Bank Services, Inc.
|
Memphis, TN
|
|
|
|
|
100%
|
Prime Performance, Inc.
|
Denver, CO
|
|
|
100%
|
SunTrust Securitization Holdings, LLC
|
Atlanta, GA
|
|
|
|
100%
|
SunTrust Robinson Humphrey Funding, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Willow/Providence Augusta Apartments Owner, LLC
|
Atlanta, GA
|
|
|
|
100%
|
SunTrust Total Return Swap Funding, LLC
|
Atlanta, GA
|
|
|
|
|
100%
|
Freestone Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Double Haul Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Davidson River Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Battenkill Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Gros Ventre Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Patagonia Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Teton Funding, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Yellowstone Trading, LLC
|
Atlanta, GA
|
|
|
|
100%
|
Holston River Trading, LLC
|
Atlanta, GA
|
|
|
100%
|
CRM Properties Manager, LLC
|
Atlanta, GA
|
|
|
|
|
100%
|
CRM Hasentree, LLC
|
Atlanta, GA
|
|
|
|
100%
|
CRM Central Properties, LLC
|
Atlanta, GA
|
|
|
|
100%
|
CRM Mid-Atlantic Properties, LLC
|
Atlanta, GA
|
|
|
|
100%
|
CRM Florida Properties, LLC
|
Atlanta, GA
|
|
|
|
100%
|
CRM Killian, LLC
|
Atlanta, GA
|
|
|
|
100%
|
3310 Hwy 51 Redevelopment, LLC
|
Atlanta, GA
|
|
|
100%
|
Three Pillars Funding, LLC
|
Atlanta, GA
|
100%
|
SunTrust Bank Holding Company (continued)
|
|
||
|
|
|
||
|
100%
|
STI Investment Management (Collateral), Inc.
|
Newark, DE
|
|
|
|
100%
|
STI Investment Management, Inc.
|
Newark, DE
|
|
|
100%
|
STI Investment Management (Equity), Inc.
|
Wilmington, DE
|
|
|
|
||
|
100%
|
CF Finance, L.L.
|
Newark, DE
|
|
|
|
|
||
|
100%
|
Crestar Capital Trust I
|
Richmond, VA
|
|
|
|
|
||
|
100%
|
SunTrust Investment Services, Inc.
|
Atlanta, GA
|
|
|
|
|
||
|
100%
|
SunTrust Banks Trust Company (Cayman) LTD
|
Grand Cayman, Cayman Island, B.W.I.
|
|
|
|
|
||
|
100%
|
SunTrust Personal Loans, Inc.
|
Atlanta, GA
|
|
|
|
|
||
|
100%
|
Twin Rivers II, Inc.
|
Charleston, SC
|
|
|
|
|
||
|
100%
|
SunTrust Insurance Services, Inc.
|
Madison, GA
|
SunTrust Community Capital, LLC
|
|
|
|
||||
|
100%
|
ST CDE II LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE III LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE IV LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE V LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE VI LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE VII LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE VIII LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE IX LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE X LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE XI LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
ST CDE XII LLC
|
|
|
Atlanta
|
GA
|
|
|
100%
|
Transom Development, Inc.
|
|
Atlanta
|
GA
|
||
|
100%
|
SunTrust Community Development Enterprises, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Sassafras Senior, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Retreat at Dry Creek Farm, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CDC JOC Annex, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Whitehall Manor, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Whitehall Apartments, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Ashford Landing, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Cannery Square Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Sustainable Fellwood, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
Dean Rusk Atlanta Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CCW Spartanburg Leverage Fund III, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
BGCV Valdosta Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
SJMCS Atlanta Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Terraces at Park View, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
BCCC Washington DC Investment Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Etowah Terrace, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
GAI Atlanta Investment Fund LLC (Georgia Aquarium, Inc)
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Walton Oaks Family, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CIS Roanoke Investment Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Manager, Inc.
|
|
|
Atlanta
|
GA
|
|
|
|
100%
|
CDC Afton GP, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
100%
|
Afton Gardens, L.P.
|
Roanoke
|
VA
|
|
|
|
100%
|
CDC James GP, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
100%
|
James Crossing, L.P.
|
Lynchburg
|
VA
|
|
|
|
100%
|
Lakemoor GP, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
99%
|
Lakemoor, L.P.
|
Durham
|
NC
|
|
|
|
100%
|
Village of College Park GP, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
49%
|
Village of College Park, L.P.
|
College Park
|
GA
|
|
|
|
100%
|
CDC Crossings GP, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
100%
|
Crossing @ Cape Coral, LTD
|
Cape Coral
|
FL
|
|
|
|
95%
|
Fox Run Ridge, L.P.
|
Albermarle
|
NC
|
|
|
|
|
49%
|
G-Hope, L.P.
|
Augusta
|
GA
|
|
|
|
|
50%
|
Garden Circle , L.P.
|
Sumter
|
SC
|
|
|
|
|
100%
|
Garden Lake Estates , L.P.
|
Wilmington
|
NC
|
|
|
|
|
51%
|
Gretna Village,L.P.
|
Gretna
|
VA
|
|
|
|
|
100%
|
Grove Park Apartments , L.P.
|
Paris
|
TN
|
|
|
|
|
100%
|
GS Richmond , L.P.
|
Richmond
|
VA
|
|
|
|
|
100%
|
Heatherton Park, L.P.
|
Jacksonville
|
NC
|
|
|
|
|
100%
|
Holland Trace , L.P.
|
Franklin
|
VA
|
|
|
|
|
67%
|
La Mirada Gardens LTD
|
Oneco
|
FL
|
|
|
|
|
100%
|
Lakeside Gardens, L.P.
|
Durham
|
NC
|
|
|
|
|
100%
|
Maple Glen Apartments , L.P.
|
Barnwell
|
SC
|
|
|
|
|
100%
|
ERA, L.P.
|
Columbus
|
GA
|
|
|
|
|
100%
|
May Rose Place Apartments , L.P.
|
Savannah
|
TN
|
|
|
|
|
100%
|
Meadowbrook Apartments , L.P.
|
Brownsville
|
TN
|
|
|
|
|
100%
|
Meadows at Milan Apartments , L.P.
|
Milan
|
TN
|
|
|
|
|
49%
|
Medical Arts Senior Apartments , L.P.
|
Newport News
|
VA
|
|
|
|
|
67%
|
Northeast Winston Ventures L.P.
|
Winston-Salem
|
NC
|
|
|
|
|
90%
|
Pinecrest Manor Apartments , L.P.
|
Charlotte
|
NC
|
|
|
|
|
100%
|
Pine Wood Forest , L.P.
|
South Hill
|
VA
|
|
|
|
|
100%
|
PM Greenville , L.P.
|
Greenville
|
SC
|
|
|
|
|
100%
|
PT Durham, L.P.
|
Durham
|
NC
|
|
|
|
|
100%
|
PW Alexandria , L.P.
|
Alexandria
|
VA
|
|
|
|
|
100%
|
QC Quantico , L.P.
|
Triangle
|
VA
|
|
|
|
|
100%
|
Reynolds Square Apartments, L.P.
|
Greer
|
SC
|
|
|
|
|
100%
|
Ridge View , L.P.
|
Martinsville
|
VA
|
|
|
|
|
100%
|
River Wynd , L.P.
|
Clarksville
|
VA
|
|
|
|
|
80%
|
Robins Park , L.P.
|
Robinsville
|
NC
|
|
|
|
|
49%
|
Sam's Partners , L.P.
|
Ludowici
|
GA
|
|
|
|
|
49%
|
Shea Terrace Senior Apartments , L.P.
|
Portsmouth
|
VA
|
|
|
|
|
67%
|
Spring Haven Partnership , L.P.
|
Cave Spring
|
GA
|
|
|
|
|
100%
|
Stewart Stream, L.P.
|
Charlotte
|
NC
|
|
|
|
|
100%
|
Summer Place Limited Partnership
|
Wilson
|
NC
|
|
|
|
|
100%
|
SH Manassas , L.P.
|
Manassas
|
VA
|
|
|
|
|
100%
|
ST Spartanburg , L.P.
|
Spartanburg
|
SC
|
|
|
|
|
100%
|
Teller Village Apartments, L.P.
|
Oak Ridge
|
TN
|
|
|
|
|
100%
|
Tinbridge Manor , L.P.
|
Lynchburg
|
VA
|
|
|
|
|
70%
|
Trinity Community Apartments, L.P.
|
Charlotte
|
NC
|
|
|
|
100%
|
2002 CDC Manager, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
100%
|
Wildwood Gardens LTD
|
Wildwood
|
FL
|
|
|
|
|
100%
|
Spring Grove , L.P.
|
Taylor
|
SC
|
|
|
|
100%
|
2003 CDC Manager, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
100%
|
Barrington Oaks , L.L.C.
|
Charlotte
|
NC
|
|
|
|
|
100%
|
Brentwood Crossing , L.L.C.
|
High Point
|
NC
|
|
|
|
|
100%
|
River Highland Apartments , L.L.C.
|
Columbia
|
TN
|
|
|
|
|
100%
|
Meadows of Lebanon Apartments, L.L.C.
|
Lebanon
|
TN
|
|
|
|
100%
|
Summerset Village, L.L.C.
|
Saint Augustine
|
FL
|
|
|
|
|
|
100%
|
Summerset Family, L.L.C.
|
Melbourne
|
FL
|
|
|
|
|
100%
|
Summerset Senior, L.L.C.
|
Melbourne
|
FL
|
|
|
|
100%
|
Jack Allen Apartments, L.L.C.
|
Fitzgerald
|
GA
|
|
|
|
|
29.25%
|
Printers Square Apartments, L.P.
|
Annapolis
|
MD
|
|
|
|
|
25%
|
Temple Court Partners, L.L.C.
|
Raleigh
|
NC
|
|
|
|
|
|
100%
|
Temple Court Partners, LTD
|
Miami
|
FL
|
|
|
100%
|
2004 CDC Manager, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
2005 CDC Manager, L.L.C.
|
Atlanta
|
GA
|
||
|
|
|
90%
|
Triangle Partners, L.P.
|
Triangle
|
VA
|
|
|
100%
|
CDC Special Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Afton Garden, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Ashwood Pointe, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Autumn, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Barrington Oaks, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Belton Woods, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Berkley Square, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Blackwell Community, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Blackwell II, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Brentwood Crossing, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Canterbury Place, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Cedar Bluffs, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Cedar Creek, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Cedar Wood, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Charles Street Station II, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Commons at Ironbridge, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Country Gardens Estates, II, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Crystal Chase, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Friendly Heights, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Garden Lake Estates, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Grant Holdings, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Gretna Village, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC James Crossing, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Maple Glen, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Pine Wood Forest, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC QC Quantico, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC River Highlands, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC SH Manassas, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Shea Terrace, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Summer Place, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Tinbridge Manor, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Walton Ridge, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
Bolling Park Joint Venture
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Village of College Park, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Lakemoor, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Lakeside Gardens, L.L.C.
|
|
Atlanta
|
GA
|
|
100%
|
CDC Walnut Ridge, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC WDC I, L.L.C.
|
|
|
Atlanta
|
GA
|
|
|
100%
|
CDC College Hill, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Edgewood Seniors, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Casa/Melvid, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Admiral Pointe, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC River Wynd, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Rolling Hills, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC PT Durham, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC CG Cary, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Linden Square, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Wesley Club, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Wildwood Gardens, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Mountain Crest, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Medical Arts, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Mercury Court Apartments, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Teller Village, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Summerset Village, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Meadowbrook Apartments, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC La Mirada, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Meadows of Milan, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Garden Circle, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Cedar Key, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Reynolds Square, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Oakley Square, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Spring Grove, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC FMPH Valdosta, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Harmony Ridge, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Country Gardens, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Briarwood, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Grove Park, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC May Rose Place, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Bridgewater Club, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Stuart Pointe, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Walton Ridenour, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
CDC Carver V, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC Chamblee Senior Apartments, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
CDC John O. Chiles, Senior, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund I Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Magnolia Lake, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund I, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund II Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Carver Redevelopment I, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Live Oak Plantation, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Spring Haven, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Eagles Trace, L.L.C.
|
Atlanta
|
GA
|
|
|
100%
|
CDC Lincoln Square, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Big Bethel Village, L.L.C.
|
Atlanta
|
GA
|
||
|
|
51%
|
CDC Magnolia Lake, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund II, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund II-2007, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund III Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Kimberly II, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Peaks at West Atlanta, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Carver III, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Park Place South, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Crogman School, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund III, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST NC Fund I Limited Partner, L.L.C.
|
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Stewart Stream, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Caitlin Station, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Chatham Woods, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Courtyard Commons, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST NC Fund I, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund IV Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Herrington Mill, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Hays Mill Court, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Blount Crossings, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund IV, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund IV-LCI Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Carver II, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Kimberly III, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund IV-LCI, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund V Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Jack Allen, L.L.C.
|
Atlanta
|
GA
|
||
|
|
100%
|
CDC Orchard Grove, L.L.C.
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund V, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund VI, LCI LP, L.L.C.
|
Atlanta
|
GA
|
|||
|
|
100%
|
CDC Village Highlands, L.L.C.
|
East Point
|
GA
|
||
|
100%
|
ST GA Fund VI, LCI, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund VIII, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund VIII Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund VIII, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund IX, L.L.C.
|
|
Atlanta
|
GA
|
||
|
100%
|
ST GA Fund IX Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund IX-GFB, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund IX-GFB Limited Partner, L.L.C.
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund X Limited Partner, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund X, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Heritage at Madison Pointe, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Legacy at Walton Oaks, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
Gulf South Community Rebirth Fund IV Leverage Fund, LLC
|
Atlanta
|
GA
|
|
100%
|
JMS Spartanburg New Markets Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
First Street Gainesville Leverage Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
SS Tallahassee Investment Fund, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund XI, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
ST GA Fund XI Limited Partner, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Savannah Gardens, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
STCC Savannah Gardens III, LLC
|
Atlanta
|
GA
|
|||
|
100%
|
STCC Sunrise Commons, LLC
|
|
Atlanta
|
GA
|
||
|
100%
|
East Atlanta Investment Fund, LLC
|
Atlanta
|
GA
|
(1)
|
I have reviewed this annual report on Form 10-K of SunTrust Banks, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5)
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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(1)
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I have reviewed this annual report on Form 10-K of SunTrust Banks, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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(4)
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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(5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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