|
|
Georgia
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58-1575035
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
|
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Name of exchange on which registered
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Common Stock
|
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New York Stock Exchange
|
Depositary Shares, Each Representing 1/4000
th
Interest in a
Share of Perpetual Preferred Stock, Series A
|
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New York Stock Exchange
|
Depositary Shares, Each Representing 1/4000
th
Interest in a
Share of Perpetual Preferred Stock, Series E
|
|
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
|
|
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
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Consolidated Statements of Comprehensive Income
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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:
|
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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|
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Item 10:
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Directors, Executive Officers and Corporate Governance.
|
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Item 11:
|
Executive Compensation.
|
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Item 12:
|
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
|
•
|
Introduce as a new capital measure Tier 1 common equity, specify that Tier 1 capital consists of Tier 1 common equity and “Additional Tier 1 capital” instruments meeting specified requirements, define Tier 1 common equity narrowly by requiring that most deductions or adjustments to regulatory capital measures be made to Tier 1 common equity, and expand the scope of the deductions or adjustments as compared to existing regulations;
|
•
|
When fully phased-in as currently proposed, require 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);
|
•
|
Propose a significant increase to capital charges for certain commercial real estate loans that do not involve a down payment of at least 15% of the “as completed” value of the property, which would apply to a large array of commercial real estate loans, including small business loans and owner-occupied business properties;
|
•
|
Include unrealized gains and losses on all securities available for sale in the calculation of Tier 1 common equity; and
|
•
|
Would increase the risk-weights of certain residential mortgages from the current system of a 50% risk-weight on current mortgages and 100% risk-weight on delinquent mortgages to a scale of these risk-weights ranging from 35% to 200% based on (i) the type of loan product and (ii) the LTV at origination of the mortgage, with only current, full-amortizing, first lien residential mortgages with LTVs less than 60% qualifying for the 35% risk-weighting.
|
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.
|
•
|
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)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Summary of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$5,867
|
|
|
|
$6,181
|
|
|
|
$6,343
|
|
|
|
$6,710
|
|
|
|
$8,328
|
|
Interest expense
|
765
|
|
|
1,116
|
|
|
1,489
|
|
|
2,244
|
|
|
3,708
|
|
|||||
Net interest income
|
5,102
|
|
|
5,065
|
|
|
4,854
|
|
|
4,466
|
|
|
4,620
|
|
|||||
Provision for credit losses
1
|
1,395
|
|
|
1,513
|
|
|
2,651
|
|
|
4,064
|
|
|
2,474
|
|
|||||
Net interest income after provision for credit losses
|
3,707
|
|
|
3,552
|
|
|
2,203
|
|
|
402
|
|
|
2,146
|
|
|||||
Noninterest income
|
5,373
|
|
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|
4,473
|
|
|||||
Noninterest expense
|
6,323
|
|
|
6,234
|
|
|
5,911
|
|
|
6,562
|
|
|
5,879
|
|
|||||
Income/(loss) before provision/(benefit) for income taxes
|
2,757
|
|
|
739
|
|
|
21
|
|
|
(2,450
|
)
|
|
740
|
|
|||||
Provision/(benefit) for income taxes
|
773
|
|
|
79
|
|
|
(185
|
)
|
|
(898
|
)
|
|
(67
|
)
|
|||||
Net income attributable to noncontrolling interest
|
26
|
|
|
13
|
|
|
17
|
|
|
12
|
|
|
11
|
|
|||||
Net income/(loss)
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
|
|
$796
|
|
Net income/(loss) available to common shareholders
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
Net interest income - FTE
2
|
|
$5,225
|
|
|
|
$5,179
|
|
|
|
$4,970
|
|
|
|
$4,589
|
|
|
|
$4,737
|
|
Total revenue - FTE
2
|
10,598
|
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|
9,210
|
|
|||||
Total revenue - FTE excluding net securities gains
2
|
8,624
|
|
|
8,483
|
|
|
8,508
|
|
|
8,201
|
|
|
8,137
|
|
|||||
Net income/(loss) per average common share
3
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
4
|
|
$3.59
|
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
|
($3.98
|
)
|
|
|
$2.12
|
|
Diluted excluding goodwill/intangible impairment charges, other than MSRs
2,4
|
3.60
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(2.34
|
)
|
|
2.19
|
|
|||||
Diluted excluding effect of accelerated accretion associated with the repurchase of preferred stock issued to the U.S. Treasury
2,4
|
3.59
|
|
|
1.08
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|
2.12
|
|
|||||
Basic
|
3.62
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|
2.12
|
|
|||||
Dividends paid per average common share
|
|
$0.20
|
|
|
|
$0.12
|
|
|
|
$0.04
|
|
|
|
$0.22
|
|
|
|
$2.85
|
|
Book value per common share
|
37.59
|
|
|
36.86
|
|
|
36.34
|
|
|
35.29
|
|
|
48.74
|
|
|||||
Tangible book value per common share
2
|
25.98
|
|
|
25.18
|
|
|
23.76
|
|
|
22.59
|
|
|
28.69
|
|
|||||
Market capitalization
|
15,279
|
|
|
9,504
|
|
|
14,768
|
|
|
10,128
|
|
|
10,472
|
|
|||||
Market price:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
30.79
|
|
|
33.14
|
|
|
31.92
|
|
|
30.18
|
|
|
70.00
|
|
|||||
Low
|
18.07
|
|
|
15.79
|
|
|
20.16
|
|
|
6.00
|
|
|
19.75
|
|
|||||
Close
|
28.35
|
|
|
17.70
|
|
|
29.51
|
|
|
20.29
|
|
|
29.54
|
|
|||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$176,134
|
|
|
|
$172,440
|
|
|
|
$172,375
|
|
|
|
$175,442
|
|
|
|
$175,848
|
|
Earning assets
|
153,479
|
|
|
147,802
|
|
|
147,187
|
|
|
150,908
|
|
|
152,749
|
|
|||||
Loans
|
122,893
|
|
|
116,308
|
|
|
113,925
|
|
|
121,041
|
|
|
125,433
|
|
|||||
Consumer and commercial deposits
|
126,249
|
|
|
122,672
|
|
|
117,129
|
|
|
113,164
|
|
|
101,333
|
|
|||||
Brokered time and foreign deposits
|
2,255
|
|
|
2,386
|
|
|
2,916
|
|
|
6,082
|
|
|
14,743
|
|
|||||
Total shareholders’ equity
|
20,495
|
|
|
20,696
|
|
|
22,834
|
|
|
22,286
|
|
|
18,596
|
|
|||||
Average common shares - diluted (thousands)
|
538,061
|
|
|
527,618
|
|
|
498,744
|
|
|
437,486
|
|
|
350,183
|
|
|||||
Average common shares - basic (thousands)
|
534,149
|
|
|
523,995
|
|
|
495,361
|
|
|
435,328
|
|
|
348,919
|
|
|||||
As of December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$173,442
|
|
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
$174,165
|
|
|
|
$189,138
|
|
Earning assets
|
151,223
|
|
|
154,696
|
|
|
148,473
|
|
|
147,896
|
|
|
156,017
|
|
|||||
Loans
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|
126,998
|
|
|||||
ALLL
|
2,174
|
|
|
2,457
|
|
|
2,974
|
|
|
3,120
|
|
|
2,351
|
|
|||||
Consumer and commercial deposits
|
130,180
|
|
|
125,611
|
|
|
120,025
|
|
|
116,303
|
|
|
105,276
|
|
|||||
Brokered time and foreign deposits
|
2,136
|
|
|
2,311
|
|
|
3,019
|
|
|
5,560
|
|
|
8,053
|
|
|||||
Long-term debt
|
9,357
|
|
|
10,908
|
|
|
13,648
|
|
|
17,490
|
|
|
26,812
|
|
|||||
Total shareholders’ equity
|
20,985
|
|
|
20,066
|
|
|
23,130
|
|
|
22,531
|
|
|
22,501
|
|
|||||
Financial Ratios and Other Data
|
|
|
|
|
|
|
|
|
|
||||||||||
ROA
|
1.11
|
%
|
|
0.38
|
%
|
|
0.11
|
%
|
|
(0.89
|
)%
|
|
0.45
|
%
|
|||||
ROE
|
9.56
|
|
|
2.56
|
|
|
(0.49
|
)
|
|
(10.07
|
)
|
|
4.20
|
|
|||||
Net interest margin - FTE
|
3.40
|
|
|
3.50
|
|
|
3.38
|
|
|
3.04
|
|
|
3.10
|
|
|||||
Efficiency ratio - FTE
|
59.67
|
|
|
72.49
|
|
|
67.94
|
|
|
79.07
|
|
|
63.83
|
|
|||||
Tangible efficiency ratio
2
|
59.24
|
|
|
71.99
|
|
|
67.36
|
|
|
69.35
|
|
|
62.51
|
|
Total average shareholders’ equity to total average assets
|
11.64
|
|
|
12.00
|
|
|
13.25
|
|
|
12.70
|
|
|
10.58
|
|
|||||
Tangible equity to tangible assets
2
|
8.82
|
|
|
8.10
|
|
|
10.12
|
|
|
9.66
|
|
|
8.46
|
|
|||||
Effective tax rate (benefit)
|
28.29
|
|
|
10.84
|
|
|
NM
|
|
5
|
(36.50
|
)
|
|
(9.23
|
)
|
|||||
Allowance to year-end total loans
|
1.80
|
|
|
2.01
|
|
|
2.58
|
|
|
2.76
|
|
|
1.86
|
|
|||||
Total nonperforming assets to total loans plus OREO, other repossessed assets, and nonperforming LHFS
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
|
3.49
|
|
|||||
Common dividend payout ratio
6
|
5.6
|
|
|
12.9
|
|
|
N/A
|
|
|
N/A
|
|
|
135.6
|
|
|||||
Capital Adequacy
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 common equity
|
10.04
|
%
|
|
9.22
|
%
|
|
8.08
|
%
|
|
7.67
|
%
|
|
5.83
|
%
|
|||||
Tier 1 capital
|
11.13
|
|
|
10.90
|
|
|
13.67
|
|
|
12.96
|
|
|
10.87
|
|
|||||
Total capital
|
13.48
|
|
|
13.67
|
|
|
16.54
|
|
|
16.43
|
|
|
14.04
|
|
|||||
Tier 1 leverage
|
8.91
|
|
|
8.75
|
|
|
10.94
|
|
|
10.90
|
|
|
10.45
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
The acceleration of the termination of agreements regarding shares owned in Coke and the sale and charitable contribution of Coke shares resulted in a net pre-tax securities gain of $1.9 billion.
|
•
|
The mortgage repurchase provision of $371 million increased the mortgage repurchase reserve to a level that is expected to cover the estimated losses on pre-2009 GSE loans sales.
|
•
|
The sale of $0.5 billion of nonperforming mortgage and commercial real estate loans increased charge-offs and the loan loss provision by $172 million and the movement of $1.4 billion of delinquent and current student loans and $0.5 billion of delinquent Ginnie Mae loans to loans held for sale decreased noninterest income by $92 million. See the discussion of all loan sales during 2012 in the "Loans", "Allowance for Credit Losses", and "Nonperforming Assets" sections of this MD&A and Note 6, "Loans" in the Consolidated Financial Statements in this Form 10-K.
|
•
|
The planned sale of $0.2 billion of affordable housing investments resulted in a $96 million valuation loss recognized in other noninterest expense.
|
|
|
Consolidated Daily Average Balances, Income/Expense and Average Yields Earned and Rates Paid
|
Table 1
|
|
||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial and industrial - FTE
2
|
|
$51,228
|
|
|
|
$2,329
|
|
|
4.55
|
%
|
|
|
$46,027
|
|
|
|
$2,368
|
|
|
5.14
|
%
|
|
|
$36,495
|
|
|
|
$1,970
|
|
|
5.40
|
%
|
Commercial real estate
|
4,517
|
|
|
165
|
|
|
3.65
|
|
|
5,323
|
|
|
198
|
|
|
3.72
|
|
|
13,033
|
|
|
544
|
|
|
4.17
|
|
||||||
Commercial construction
|
816
|
|
|
31
|
|
|
3.79
|
|
|
1,173
|
|
|
45
|
|
|
3.85
|
|
|
3,315
|
|
|
122
|
|
|
3.68
|
|
||||||
Residential mortgages - guaranteed
|
5,589
|
|
|
165
|
|
|
2.96
|
|
|
4,587
|
|
|
157
|
|
|
3.42
|
|
|
932
|
|
|
30
|
|
|
3.26
|
|
||||||
Residential mortgages - nonguaranteed
|
22,621
|
|
|
1,023
|
|
|
4.52
|
|
|
21,926
|
|
|
1,088
|
|
|
4.96
|
|
|
25,342
|
|
|
1,335
|
|
|
5.27
|
|
||||||
Home equity products
|
14,962
|
|
|
551
|
|
|
3.68
|
|
|
15,841
|
|
|
594
|
|
|
3.75
|
|
|
16,728
|
|
|
642
|
|
|
3.84
|
|
||||||
Residential construction
|
692
|
|
|
36
|
|
|
5.17
|
|
|
862
|
|
|
45
|
|
|
5.21
|
|
|
194
|
|
|
11
|
|
|
5.47
|
|
||||||
Guaranteed student loans
|
6,863
|
|
|
265
|
|
|
3.87
|
|
|
4,920
|
|
|
209
|
|
|
4.26
|
|
|
3,418
|
|
|
140
|
|
|
4.10
|
|
||||||
Other direct
|
2,226
|
|
|
97
|
|
|
4.34
|
|
|
1,868
|
|
|
89
|
|
|
4.75
|
|
|
1,585
|
|
|
82
|
|
|
5.17
|
|
||||||
Indirect
|
10,468
|
|
|
403
|
|
|
3.85
|
|
|
9,690
|
|
|
439
|
|
|
4.53
|
|
|
7,530
|
|
|
423
|
|
|
5.62
|
|
||||||
Credit cards
|
567
|
|
|
57
|
|
|
10.06
|
|
|
511
|
|
|
59
|
|
|
11.61
|
|
|
566
|
|
|
67
|
|
|
11.75
|
|
||||||
Nonaccrual
3
|
2,344
|
|
|
31
|
|
|
1.32
|
|
|
3,580
|
|
|
34
|
|
|
0.95
|
|
|
4,787
|
|
|
39
|
|
|
0.81
|
|
||||||
Total loans
|
122,893
|
|
|
5,153
|
|
|
4.19
|
|
|
116,308
|
|
|
5,325
|
|
|
4.58
|
|
|
113,925
|
|
|
5,405
|
|
|
4.74
|
|
||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
21,875
|
|
|
640
|
|
|
2.93
|
|
|
23,973
|
|
|
770
|
|
|
3.21
|
|
|
24,994
|
|
|
785
|
|
|
3.14
|
|
||||||
Tax-exempt - FTE
2
|
368
|
|
|
20
|
|
|
5.33
|
|
|
502
|
|
|
28
|
|
|
5.48
|
|
|
783
|
|
|
42
|
|
|
5.34
|
|
||||||
Total securities available for sale - FTE
|
22,243
|
|
|
660
|
|
|
2.97
|
|
|
24,475
|
|
|
798
|
|
|
3.26
|
|
|
25,777
|
|
|
827
|
|
|
3.21
|
|
||||||
Securities purchased under agreements to resell
|
897
|
|
|
—
|
|
|
0.04
|
|
|
992
|
|
|
—
|
|
|
—
|
|
|
969
|
|
|
1
|
|
|
0.08
|
|
||||||
LHFS
|
3,267
|
|
|
112
|
|
|
3.41
|
|
|
2,255
|
|
|
93
|
|
|
4.13
|
|
|
3,295
|
|
|
136
|
|
|
4.14
|
|
||||||
Interest-bearing deposits
|
22
|
|
|
—
|
|
|
0.21
|
|
|
22
|
|
|
—
|
|
|
0.15
|
|
|
26
|
|
|
—
|
|
|
0.17
|
|
||||||
Interest earning trading assets
|
4,157
|
|
|
65
|
|
|
1.55
|
|
|
3,750
|
|
|
79
|
|
|
2.10
|
|
|
3,195
|
|
|
90
|
|
|
2.79
|
|
||||||
Total earning assets
4
|
153,479
|
|
|
5,990
|
|
|
3.90
|
|
|
147,802
|
|
|
6,295
|
|
|
4.26
|
|
|
147,187
|
|
|
6,459
|
|
|
4.39
|
|
||||||
ALLL
|
(2,295
|
)
|
|
|
|
|
|
(2,702
|
)
|
|
|
|
|
|
(3,045
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
5,482
|
|
|
|
|
|
|
5,203
|
|
|
|
|
|
|
4,821
|
|
|
|
|
|
||||||||||||
Other assets
|
14,854
|
|
|
|
|
|
|
16,831
|
|
|
|
|
|
|
18,268
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets
|
2,184
|
|
|
|
|
|
|
2,708
|
|
|
|
|
|
|
2,913
|
|
|
|
|
|
||||||||||||
Unrealized gains on securities available for sale
|
2,430
|
|
|
|
|
|
|
2,598
|
|
|
|
|
|
|
2,231
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$176,134
|
|
|
|
|
|
|
|
$172,440
|
|
|
|
|
|
|
|
$172,375
|
|
|
|
|
|
|||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
$25,155
|
|
|
|
$23
|
|
|
0.09
|
%
|
|
|
$24,751
|
|
|
|
$35
|
|
|
0.14
|
%
|
|
|
$24,668
|
|
|
|
$58
|
|
|
0.24
|
%
|
Money market accounts
|
42,101
|
|
|
88
|
|
|
0.21
|
|
|
42,854
|
|
|
161
|
|
|
0.38
|
|
|
38,893
|
|
|
227
|
|
|
0.58
|
|
||||||
Savings
|
5,113
|
|
|
5
|
|
|
0.10
|
|
|
4,535
|
|
|
7
|
|
|
0.15
|
|
|
4,028
|
|
|
9
|
|
|
0.22
|
|
||||||
Consumer time
|
10,597
|
|
|
145
|
|
|
1.37
|
|
|
12,451
|
|
|
198
|
|
|
1.59
|
|
|
14,232
|
|
|
267
|
|
|
1.87
|
|
||||||
Other time
|
5,954
|
|
|
91
|
|
|
1.52
|
|
|
7,036
|
|
|
122
|
|
|
1.73
|
|
|
9,205
|
|
|
189
|
|
|
2.05
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
88,920
|
|
|
352
|
|
|
0.40
|
|
|
91,627
|
|
|
523
|
|
|
0.57
|
|
|
91,026
|
|
|
750
|
|
|
0.82
|
|
||||||
Brokered time deposits
|
2,204
|
|
|
77
|
|
|
3.42
|
|
|
2,306
|
|
|
101
|
|
|
4.38
|
|
|
2,561
|
|
|
110
|
|
|
4.29
|
|
||||||
Foreign deposits
|
51
|
|
|
—
|
|
|
0.17
|
|
|
80
|
|
|
—
|
|
|
0.57
|
|
|
355
|
|
|
—
|
|
|
0.13
|
|
||||||
Total interest-bearing deposits
|
91,175
|
|
|
429
|
|
|
0.47
|
|
|
94,013
|
|
|
624
|
|
|
0.66
|
|
|
93,942
|
|
|
860
|
|
|
0.92
|
|
||||||
Funds purchased
|
798
|
|
|
1
|
|
|
0.11
|
|
|
1,038
|
|
|
2
|
|
|
0.13
|
|
|
1,226
|
|
|
2
|
|
|
0.19
|
|
||||||
Securities sold under agreements to repurchase
|
1,602
|
|
|
3
|
|
|
0.18
|
|
|
2,157
|
|
|
3
|
|
|
0.15
|
|
|
2,416
|
|
|
4
|
|
|
0.15
|
|
||||||
Interest-bearing trading liabilities
|
676
|
|
|
15
|
|
|
2.24
|
|
|
851
|
|
|
26
|
|
|
3.04
|
|
|
833
|
|
|
30
|
|
|
3.58
|
|
||||||
Other short-term borrowings
|
6,952
|
|
|
18
|
|
|
0.27
|
|
|
3,465
|
|
|
12
|
|
|
0.36
|
|
|
3,014
|
|
|
13
|
|
|
0.43
|
|
||||||
Long-term debt
|
11,806
|
|
|
299
|
|
|
2.53
|
|
|
13,496
|
|
|
449
|
|
|
3.33
|
|
|
16,096
|
|
|
580
|
|
|
3.60
|
|
||||||
Total interest-bearing liabilities
|
113,009
|
|
|
765
|
|
|
0.68
|
|
|
115,020
|
|
|
1,116
|
|
|
0.97
|
|
|
117,527
|
|
|
1,489
|
|
|
1.27
|
|
||||||
Noninterest-bearing deposits
|
37,329
|
|
|
|
|
|
|
31,045
|
|
|
|
|
|
|
26,103
|
|
|
|
|
|
||||||||||||
Other liabilities
|
4,348
|
|
|
|
|
|
|
3,972
|
|
|
|
|
|
|
4,097
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities
|
953
|
|
|
|
|
|
|
1,707
|
|
|
|
|
|
|
1,814
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
20,495
|
|
|
|
|
|
|
20,696
|
|
|
|
|
|
|
22,834
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$176,134
|
|
|
|
|
|
|
|
$172,440
|
|
|
|
|
|
|
|
$172,375
|
|
|
|
|
|
|||||||||
Interest Rate Spread
|
|
|
|
|
3.22
|
%
|
|
|
|
|
|
3.29
|
%
|
|
|
|
|
|
3.12
|
%
|
||||||||||||
Net Interest Income - FTE
4
|
|
|
|
$5,225
|
|
|
|
|
|
|
|
$5,179
|
|
|
|
|
|
|
|
$4,970
|
|
|
|
|||||||||
Net Interest Margin
5
|
|
|
|
|
3.40
|
%
|
|
|
|
|
|
3.50
|
%
|
|
|
|
|
|
3.38
|
%
|
Analysis of Changes in Net Interest Income
1
|
|
|
|
|
|
|
|
Table 2
|
|
||||||||||||||
|
2012 Compared to 2011
|
|
2011 Compared to 2010
|
||||||||||||||||||||
(Dollars in millions on a taxable-equivalent basis)
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
Increase/(Decrease) in Interest Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial - FTE
2
|
|
$250
|
|
|
|
($289
|
)
|
|
|
($39
|
)
|
|
|
$496
|
|
|
|
($98
|
)
|
|
|
$398
|
|
Commercial real estate
|
(29
|
)
|
|
(4
|
)
|
|
(33
|
)
|
|
(293
|
)
|
|
(53
|
)
|
|
(346
|
)
|
||||||
Commercial construction
|
(13
|
)
|
|
(1
|
)
|
|
(14
|
)
|
|
(82
|
)
|
|
5
|
|
|
(77
|
)
|
||||||
Residential mortgages - guaranteed
|
31
|
|
|
(23
|
)
|
|
8
|
|
|
125
|
|
|
2
|
|
|
127
|
|
||||||
Residential mortgages - nonguaranteed
|
34
|
|
|
(99
|
)
|
|
(65
|
)
|
|
(172
|
)
|
|
(75
|
)
|
|
(247
|
)
|
||||||
Home equity products
|
(32
|
)
|
|
(11
|
)
|
|
(43
|
)
|
|
(33
|
)
|
|
(15
|
)
|
|
(48
|
)
|
||||||
Residential construction
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
|
35
|
|
|
(1
|
)
|
|
34
|
|
||||||
Guaranteed student loans
|
77
|
|
|
(21
|
)
|
|
56
|
|
|
63
|
|
|
6
|
|
|
69
|
|
||||||
Other direct
|
16
|
|
|
(8
|
)
|
|
8
|
|
|
14
|
|
|
(7
|
)
|
|
7
|
|
||||||
Indirect
|
33
|
|
|
(69
|
)
|
|
(36
|
)
|
|
107
|
|
|
(92
|
)
|
|
15
|
|
||||||
Credit cards
|
6
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||||
Nonaccrual
|
(14
|
)
|
|
11
|
|
|
(3
|
)
|
|
(11
|
)
|
|
6
|
|
|
(5
|
)
|
||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
(65
|
)
|
|
(65
|
)
|
|
(130
|
)
|
|
(32
|
)
|
|
17
|
|
|
(15
|
)
|
||||||
Tax-exempt
2
|
(7
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(15
|
)
|
|
1
|
|
|
(14
|
)
|
||||||
Securities purchased under agreements to resell
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
LHFS
|
36
|
|
|
(18
|
)
|
|
18
|
|
|
(43
|
)
|
|
(1
|
)
|
|
(44
|
)
|
||||||
Interest earning trading assets
|
8
|
|
|
(22
|
)
|
|
(14
|
)
|
|
14
|
|
|
(24
|
)
|
|
(10
|
)
|
||||||
Total increase/(decrease) in interest income
|
322
|
|
|
(627
|
)
|
|
(305
|
)
|
|
167
|
|
|
(331
|
)
|
|
(164
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(Decrease)/Increase in Interest Expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW accounts
|
1
|
|
|
(13
|
)
|
|
(12
|
)
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||||
Money market accounts
|
(3
|
)
|
|
(70
|
)
|
|
(73
|
)
|
|
20
|
|
|
(87
|
)
|
|
(67
|
)
|
||||||
Savings
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
||||||
Consumer time
|
(28
|
)
|
|
(25
|
)
|
|
(53
|
)
|
|
(31
|
)
|
|
(37
|
)
|
|
(68
|
)
|
||||||
Other time
|
(17
|
)
|
|
(14
|
)
|
|
(31
|
)
|
|
(40
|
)
|
|
(27
|
)
|
|
(67
|
)
|
||||||
Brokered time deposits
|
(4
|
)
|
|
(20
|
)
|
|
(24
|
)
|
|
(11
|
)
|
|
2
|
|
|
(9
|
)
|
||||||
Foreign deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
||||||
Funds purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Securities sold under agreements to repurchase
|
(1
|
)
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Interest-bearing trading liabilities
|
(5
|
)
|
|
(6
|
)
|
|
(11
|
)
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Other short-term borrowings
|
10
|
|
|
(4
|
)
|
|
6
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
||||||
Long-term debt
|
(52
|
)
|
|
(99
|
)
|
|
(151
|
)
|
|
(89
|
)
|
|
(41
|
)
|
|
(130
|
)
|
||||||
Total (decrease)/increase in interest expense
|
(98
|
)
|
|
(253
|
)
|
|
(351
|
)
|
|
(151
|
)
|
|
(222
|
)
|
|
(373
|
)
|
||||||
Net increase/(decrease) in net interest income
|
|
$420
|
|
|
|
($374
|
)
|
|
|
$46
|
|
|
|
$318
|
|
|
|
($109
|
)
|
|
|
$209
|
|
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.
|
|
|
Ending
Notional Balances
of Active Swaps
(in billions)
|
|
Estimated Income
Related to Swaps
(in millions)
|
First Quarter 2013
|
|
$17.4
|
|
$113
|
Second Quarter 2013
|
|
15.3
|
|
100
|
Third Quarter 2013
|
|
15.3
|
|
93
|
Fourth Quarter 2013
|
|
15.3
|
|
92
|
As of and for the year ended December 31, 2014
|
|
10.6
|
|
332
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 3
|
||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Service charges on deposit accounts
|
|
$676
|
|
|
|
$685
|
|
|
|
$760
|
|
Other charges and fees
|
478
|
|
|
507
|
|
|
534
|
|
|||
Card fees
|
240
|
|
|
371
|
|
|
376
|
|
|||
Trust and investment management income
|
512
|
|
|
531
|
|
|
503
|
|
|||
Retail investment services
|
241
|
|
|
230
|
|
|
205
|
|
|||
Investment banking income
|
342
|
|
|
317
|
|
|
313
|
|
|||
Trading income
|
211
|
|
|
248
|
|
|
173
|
|
|||
Mortgage production related income/(loss)
|
343
|
|
|
(5
|
)
|
|
127
|
|
|||
Mortgage servicing related income
|
260
|
|
|
224
|
|
|
358
|
|
|||
Net securities gains
|
1,974
|
|
|
117
|
|
|
191
|
|
|||
Other noninterest income
|
96
|
|
|
196
|
|
|
189
|
|
|||
Total noninterest income
|
|
$5,373
|
|
|
|
$3,421
|
|
|
|
$3,729
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 4
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Employee compensation
|
|
$2,603
|
|
|
|
$2,494
|
|
|
|
$2,364
|
|
Employee benefits
|
474
|
|
|
382
|
|
|
457
|
|
|||
Personnel expenses
|
3,077
|
|
|
2,876
|
|
|
2,821
|
|
|||
Outside processing and software
|
710
|
|
|
653
|
|
|
638
|
|
|||
Net occupancy expense
|
359
|
|
|
356
|
|
|
361
|
|
|||
Operating losses
|
277
|
|
|
377
|
|
|
83
|
|
|||
Credit and collection services
|
239
|
|
|
275
|
|
|
279
|
|
|||
Regulatory assessments
|
233
|
|
|
300
|
|
|
265
|
|
|||
Equipment expense
|
188
|
|
|
178
|
|
|
174
|
|
|||
Marketing and customer development
|
184
|
|
|
184
|
|
|
177
|
|
|||
Consulting and legal fees
|
165
|
|
|
120
|
|
|
84
|
|
|||
Other real estate expense
|
140
|
|
|
264
|
|
|
300
|
|
|||
Impairment of affordable housing investments
|
96
|
|
|
10
|
|
|
15
|
|
|||
Other staff expense
|
94
|
|
|
95
|
|
|
55
|
|
|||
Postage and delivery
|
76
|
|
|
81
|
|
|
83
|
|
|||
Communications
|
63
|
|
|
63
|
|
|
64
|
|
|||
Amortization/impairment of intangible assets/goodwill
|
46
|
|
|
43
|
|
|
51
|
|
|||
Operating supplies
|
34
|
|
|
45
|
|
|
47
|
|
|||
Net loss/(gain) on debt extinguishment
|
16
|
|
|
(3
|
)
|
|
70
|
|
|||
Other expense
|
326
|
|
|
317
|
|
|
344
|
|
|||
Total noninterest expense
|
|
$6,323
|
|
|
|
$6,234
|
|
|
|
$5,911
|
|
Loan Portfolio by Types of Loans (Post-Adoption)
|
|
|
|
|
|
|
Table 5
|
|
|||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
||||||||
Commercial & industrial
|
|
$54,048
|
|
|
|
$49,538
|
|
|
|
$44,753
|
|
|
|
$44,008
|
|
Commercial real estate
|
4,127
|
|
|
5,094
|
|
|
6,167
|
|
|
6,694
|
|
||||
Commercial construction
|
713
|
|
|
1,240
|
|
|
2,568
|
|
|
4,984
|
|
||||
Total commercial loans
|
58,888
|
|
|
55,872
|
|
|
53,488
|
|
|
55,686
|
|
||||
Residential loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgages - guaranteed
|
4,252
|
|
|
6,672
|
|
|
4,520
|
|
|
949
|
|
||||
Residential mortgages - nonguaranteed
1
|
23,389
|
|
|
23,243
|
|
|
23,959
|
|
|
25,847
|
|
||||
Home equity products
|
14,805
|
|
|
15,765
|
|
|
16,751
|
|
|
17,783
|
|
||||
Residential construction
|
753
|
|
|
980
|
|
|
1,291
|
|
|
1,909
|
|
||||
Total residential loans
|
43,199
|
|
|
46,660
|
|
|
46,521
|
|
|
46,488
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
||||||||
Guaranteed student loans
|
5,357
|
|
|
7,199
|
|
|
4,260
|
|
|
2,786
|
|
||||
Other direct
|
2,396
|
|
|
2,059
|
|
|
1,722
|
|
|
1,484
|
|
||||
Indirect
|
10,998
|
|
|
10,165
|
|
|
9,499
|
|
|
6,665
|
|
||||
Credit cards
|
632
|
|
|
540
|
|
|
485
|
|
|
566
|
|
||||
Total consumer loans
|
19,383
|
|
|
19,963
|
|
|
15,966
|
|
|
11,501
|
|
||||
LHFI
|
|
$121,470
|
|
|
|
$122,495
|
|
|
|
$115,975
|
|
|
|
$113,675
|
|
LHFS
|
|
$3,399
|
|
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
$4,670
|
|
Loan Portfolio by Types of Loans (Pre-Adoption)
|
|
|
|
|
|
|
|
Table 6
|
|
||||||||||
|
|
||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Commercial
|
|
$45,265
|
|
|
|
$40,104
|
|
|
|
$34,064
|
|
|
|
$32,494
|
|
|
|
$41,040
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
13,437
|
|
|
14,287
|
|
|
15,040
|
|
|
15,953
|
|
|
16,454
|
|
|||||
Construction
|
1,468
|
|
|
2,143
|
|
|
3,848
|
|
|
6,647
|
|
|
9,864
|
|
|||||
Residential mortgages
1
|
29,909
|
|
|
32,608
|
|
|
31,572
|
|
|
30,790
|
|
|
32,066
|
|
|||||
Commercial real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Owner occupied
|
7,306
|
|
|
7,753
|
|
|
8,674
|
|
|
8,915
|
|
|
8,758
|
|
|||||
Investor owned
|
3,919
|
|
|
4,758
|
|
|
5,868
|
|
|
6,159
|
|
|
6,199
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
8,041
|
|
|
9,655
|
|
|
6,638
|
|
|
5,118
|
|
|
5,139
|
|
|||||
Indirect
|
10,998
|
|
|
10,164
|
|
|
9,291
|
|
|
6,531
|
|
|
6,508
|
|
|||||
Credit card
|
1,127
|
|
|
1,023
|
|
|
980
|
|
|
1,068
|
|
|
970
|
|
|||||
LHFI
|
|
$121,470
|
|
|
|
$122,495
|
|
|
|
$115,975
|
|
|
|
$113,675
|
|
|
|
$126,998
|
|
LHFS
|
|
$3,399
|
|
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
$4,670
|
|
|
|
$4,032
|
|
Selected Loan Maturity Data
|
|
|
|
|
|
|
Table 7
|
|
|||||||
|
As of December 31, 2012
|
||||||||||||||
Total
|
|
1 year or less
|
|
1-5 years
|
|
After 5 years
|
|||||||||
(Dollars in millions)
|
|
|
|
||||||||||||
Loan Maturity
|
|
|
|
|
|
|
|
||||||||
Commercial and commercial real estate
1
|
|
$52,690
|
|
|
|
$20,057
|
|
|
|
$29,603
|
|
|
|
$3,030
|
|
Real estate - construction
|
713
|
|
|
145
|
|
|
497
|
|
|
71
|
|
||||
Total
|
|
$53,403
|
|
|
|
$20,202
|
|
|
|
$30,100
|
|
|
|
$3,101
|
|
Interest Rate Sensitivity
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$4,556
|
|
|
|
$1,841
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
25,544
|
|
|
1,260
|
|
||||||
Total
|
|
|
|
|
|
$30,100
|
|
|
|
$3,101
|
|
Funded Exposures by Selected Industries
|
|
|
|
|
|
|
Table 8
|
|
|||||
|
2012
|
|
2011
|
||||||||||
(Dollars in millions)
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
||||||
Consumer Products and Services
|
|
$7,693
|
|
|
13
|
%
|
|
|
$7,105
|
|
|
13
|
%
|
Diversified Financials and Insurance
|
7,155
|
|
|
12
|
|
|
5,591
|
|
|
10
|
|
||
Real Estate
|
6,331
|
|
|
11
|
|
|
7,331
|
|
|
13
|
|
||
Health Care and Pharmaceuticals
|
5,875
|
|
|
10
|
|
|
5,662
|
|
|
10
|
|
||
Government
|
3,964
|
|
|
7
|
|
|
3,671
|
|
|
7
|
|
||
Automotive
|
3,816
|
|
|
6
|
|
|
3,320
|
|
|
6
|
|
||
Retailing
|
3,626
|
|
|
6
|
|
|
3,593
|
|
|
6
|
|
||
Energy and Utilities
|
3,419
|
|
|
6
|
|
|
2,760
|
|
|
5
|
|
||
Diversified Commercial Services and Supplies
|
3,414
|
|
|
6
|
|
|
3,195
|
|
|
6
|
|
||
Capital Goods
|
3,411
|
|
|
6
|
|
|
2,974
|
|
|
5
|
|
||
Media and Telecommunication Services
|
2,466
|
|
|
4
|
|
|
2,052
|
|
|
4
|
|
||
Materials
|
1,960
|
|
|
3
|
|
|
1,823
|
|
|
3
|
|
||
Religious Organizations/Non-Profits
|
1,884
|
|
|
3
|
|
|
1,933
|
|
|
3
|
|
||
Transportation
|
1,737
|
|
|
3
|
|
|
1,231
|
|
|
2
|
|
||
Technology (Hardware and Software)
|
1,068
|
|
|
2
|
|
|
942
|
|
|
2
|
|
||
Individuals, Investments, and Trusts
|
902
|
|
|
2
|
|
|
986
|
|
|
2
|
|
||
Other Industries
|
167
|
|
|
—
|
|
|
1,703
|
|
|
3
|
|
||
Total
|
|
$58,888
|
|
|
100
|
%
|
|
|
$55,872
|
|
|
100
|
%
|
Loan Types by Geography
|
|
|
|
|
|
|
|
|
|
Table 9
|
|
||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
Geography:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Central
1
|
27
|
%
|
|
28
|
%
|
|
21
|
%
|
|
21
|
%
|
|
15
|
%
|
|
14
|
%
|
Florida
2
|
19
|
|
|
20
|
|
|
26
|
|
|
27
|
|
|
19
|
|
|
18
|
|
MidAtlantic
3
|
25
|
|
|
26
|
|
|
38
|
|
|
36
|
|
|
26
|
|
|
25
|
|
Other
|
29
|
|
|
26
|
|
|
15
|
|
|
16
|
|
|
40
|
|
|
43
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Summary of Credit Losses Experience (Post-Adoption)
|
|
|
|
|
|
|
Table 10
|
|
|||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
||||||||
Balance - beginning of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
(Benefit)/provision for unfunded commitments
|
(3
|
)
|
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
||||
Provision for loan losses
|
1,398
|
|
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
||||
Charge-offs:
|
|
|
|
|
|
|
|
||||||||
Commercial loans
|
(457
|
)
|
|
(803
|
)
|
|
(1,087
|
)
|
|
(1,432
|
)
|
||||
Residential loans
|
(1,316
|
)
|
|
(1,275
|
)
|
|
(1,736
|
)
|
|
(1,707
|
)
|
||||
Consumer loans
|
(134
|
)
|
|
(163
|
)
|
|
(195
|
)
|
|
(259
|
)
|
||||
Total charge-offs
|
(1,907
|
)
|
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
||||
Recoveries:
|
|
|
|
|
|
|
|
||||||||
Commercial loans
|
154
|
|
|
140
|
|
|
99
|
|
|
84
|
|
||||
Residential loans
|
31
|
|
|
18
|
|
|
20
|
|
|
17
|
|
||||
Consumer loans
|
41
|
|
|
43
|
|
|
44
|
|
|
59
|
|
||||
Total recoveries
|
226
|
|
|
201
|
|
|
163
|
|
|
160
|
|
||||
Net charge-offs
|
(1,681
|
)
|
|
(2,040
|
)
|
|
(2,855
|
)
|
|
(3,238
|
)
|
||||
Balance - end of period
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Components:
|
|
|
|
|
|
|
|
||||||||
ALLL
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
Unfunded commitments reserve
1
|
45
|
|
|
48
|
|
|
58
|
|
|
115
|
|
||||
Allowance for credit losses
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Average loans
|
|
$122,893
|
|
|
|
$116,308
|
|
|
|
$113,925
|
|
|
|
$121,041
|
|
Year-end loans outstanding
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
||||
Ratios:
|
|
|
|
|
|
|
|
||||||||
ALLL to period-end loans
2,3
|
1.80
|
%
|
|
2.01
|
%
|
|
2.58
|
%
|
|
2.76
|
%
|
||||
ALLL to NPLs
4
|
142
|
|
|
85
|
|
|
73
|
|
|
59
|
|
||||
ALLL to net charge-offs
|
1.29x
|
|
|
1.20x
|
|
|
1.04x
|
|
|
0.96x
|
|
||||
Net charge-offs to average loans
|
1.37
|
%
|
|
1.75
|
%
|
|
2.51
|
%
|
|
2.67
|
%
|
Summary of Credit Losses Experience (Pre-Adoption)
|
|
|
|
|
|
|
|
Table 11
|
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
|
|
$1,290
|
|
Allowance from acquisitions & other activity, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
159
|
|
|||||
Provision for loan losses
|
1,398
|
|
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
|
2,474
|
|
|||||
(Benefit)/provision for unfunded commitments
1
|
(3
|
)
|
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
|
20
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
(218
|
)
|
|
(268
|
)
|
|
(386
|
)
|
|
(613
|
)
|
|
(219
|
)
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
(436
|
)
|
|
(496
|
)
|
|
(591
|
)
|
|
(715
|
)
|
|
(449
|
)
|
|||||
Construction
|
(85
|
)
|
|
(334
|
)
|
|
(447
|
)
|
|
(507
|
)
|
|
(194
|
)
|
|||||
Residential mortgages
2
|
(906
|
)
|
|
(822
|
)
|
|
(1,281
|
)
|
|
(1,236
|
)
|
|
(525
|
)
|
|||||
Commercial real estate
|
(112
|
)
|
|
(137
|
)
|
|
(92
|
)
|
|
(32
|
)
|
|
(25
|
)
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
(48
|
)
|
|
(48
|
)
|
|
(50
|
)
|
|
(57
|
)
|
|
(42
|
)
|
|||||
Indirect
|
(61
|
)
|
|
(80
|
)
|
|
(84
|
)
|
|
(152
|
)
|
|
(193
|
)
|
|||||
Credit cards
|
(41
|
)
|
|
(56
|
)
|
|
(87
|
)
|
|
(86
|
)
|
|
(33
|
)
|
|||||
Total charge-offs
|
(1,907
|
)
|
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
|
(1,680
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
54
|
|
|
57
|
|
|
46
|
|
|
40
|
|
|
24
|
|
|||||
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity lines
|
52
|
|
|
40
|
|
|
40
|
|
|
30
|
|
|
16
|
|
|||||
Construction
|
21
|
|
|
29
|
|
|
12
|
|
|
8
|
|
|
3
|
|
|||||
Residential mortgages
|
34
|
|
|
22
|
|
|
21
|
|
|
18
|
|
|
8
|
|
|||||
Commercial real estate
|
23
|
|
|
8
|
|
|
(2
|
)
|
|
4
|
|
|
1
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct
|
7
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|||||
Indirect
|
29
|
|
|
32
|
|
|
33
|
|
|
49
|
|
|
54
|
|
|||||
Credit cards
|
6
|
|
|
5
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|||||
Total recoveries
|
226
|
|
|
201
|
|
|
163
|
|
|
160
|
|
|
116
|
|
|||||
Net charge-offs
|
(1,681
|
)
|
|
(2,040
|
)
|
|
(2,855
|
)
|
|
(3,238
|
)
|
|
(1,564
|
)
|
|||||
Balance-end of period
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
|
|
$2,351
|
|
Unfunded commitments reserve
|
45
|
|
|
48
|
|
|
58
|
|
|
115
|
|
|
28
|
|
|||||
Allowance for credit losses
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Average loans
|
|
$122,893
|
|
|
|
$116,308
|
|
|
|
$113,925
|
|
|
|
$121,041
|
|
|
|
$125,433
|
|
Period-end loans outstanding
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|
126,998
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end loans
3
|
1.80
|
%
|
|
2.01
|
%
|
|
2.58
|
%
|
|
2.76
|
%
|
|
1.86
|
%
|
|||||
ALLL to NPLs
4
|
142
|
%
|
|
85
|
%
|
|
73
|
%
|
|
59
|
%
|
|
62
|
%
|
|||||
ALLL to net charge-offs
|
1.29x
|
|
|
1.20x
|
|
|
1.04x
|
|
|
0.96x
|
|
|
1.50x
|
|
|||||
Net charge-offs to average loans
|
1.37
|
%
|
|
1.75
|
%
|
|
2.51
|
%
|
|
2.67
|
%
|
|
1.25
|
%
|
Allowance for Loan Losses by Loan Segment
|
|
|
|
|
|
|
|
Table 12
|
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||||||||||||||||||||
(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
|
|
$902
|
|
|
41
|
%
|
|
48
|
%
|
|
|
$964
|
|
|
39
|
%
|
|
46
|
%
|
|
|
$1,303
|
|
|
44
|
%
|
|
46
|
%
|
Residential loans
|
1,131
|
|
|
52
|
|
|
36
|
|
|
1,354
|
|
|
55
|
|
|
38
|
|
|
1,498
|
|
|
50
|
|
|
40
|
|
|||
Consumer loans
|
141
|
|
|
7
|
|
|
16
|
|
|
139
|
|
|
6
|
|
|
16
|
|
|
173
|
|
|
6
|
|
|
14
|
|
|||
Total
|
|
$2,174
|
|
|
100
|
%
|
|
100
|
%
|
|
|
$2,457
|
|
|
100
|
%
|
|
100
|
%
|
|
|
$2,974
|
|
|
100
|
%
|
|
100
|
%
|
Allowance for Loan Losses by Loan Segment (Pre-Adoption)
|
|
|
|
|
|
Table 13
|
|
||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Allocation by Loan Type
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$571
|
|
|
|
$479
|
|
|
|
$477
|
|
|
|
$650
|
|
|
|
$631
|
|
Real estate loans
|
1,448
|
|
|
1,820
|
|
|
2,238
|
|
|
2,268
|
|
|
1,523
|
|
|||||
Consumer loans
|
155
|
|
|
158
|
|
|
259
|
|
|
202
|
|
|
197
|
|
|||||
Total
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
|
|
$2,351
|
|
Year-end Loan Types as a Percent of Total Loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
37
|
%
|
|
33
|
%
|
|
29
|
%
|
|
29
|
%
|
|
32
|
%
|
|||||
Real estate loans
|
46
|
|
|
50
|
|
|
56
|
|
|
60
|
|
|
58
|
|
|||||
Consumer loans
|
17
|
|
|
17
|
|
|
15
|
|
|
11
|
|
|
10
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
Table 14
|
|
|||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
|
|
||||||||
Commercial loans
|
|
|
|
|
|
|
|
||||||||
Commercial & industrial
|
|
$194
|
|
|
|
$348
|
|
|
|
$584
|
|
|
|
$732
|
|
Commercial real estate
|
66
|
|
|
288
|
|
|
342
|
|
|
191
|
|
||||
Commercial construction
|
34
|
|
|
290
|
|
|
961
|
|
|
1,247
|
|
||||
Total commercial NPLs
|
294
|
|
|
926
|
|
|
1,887
|
|
|
2,170
|
|
||||
Residential loans
|
|
|
|
|
|
|
|
||||||||
Residential mortgages - nonguaranteed
|
775
|
|
|
1,392
|
|
|
1,543
|
|
|
2,283
|
|
||||
Home equity products
|
341
|
|
|
338
|
|
|
355
|
|
|
367
|
|
||||
Residential construction
|
112
|
|
|
220
|
|
|
290
|
|
|
529
|
|
||||
Total residential NPLs
|
1,228
|
|
|
1,950
|
|
|
2,188
|
|
|
3,179
|
|
||||
Consumer loans
|
|
|
|
|
|
|
|
||||||||
Other direct
|
6
|
|
|
7
|
|
|
10
|
|
|
8
|
|
||||
Indirect
|
19
|
|
|
20
|
|
|
25
|
|
|
45
|
|
||||
Total consumer NPLs
|
25
|
|
|
27
|
|
|
35
|
|
|
53
|
|
||||
Total nonaccrual/NPLs
|
1,547
|
|
|
2,903
|
|
|
4,110
|
|
|
5,402
|
|
||||
OREO
1
|
264
|
|
|
479
|
|
|
596
|
|
|
620
|
|
||||
Other repossessed assets
|
9
|
|
|
10
|
|
|
52
|
|
|
79
|
|
||||
Nonperforming LHFS
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total nonperforming assets
|
|
$1,857
|
|
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
$6,101
|
|
Accruing loans past due 90 days or more
3
|
|
$782
|
|
|
|
$2,028
|
|
|
|
$1,565
|
|
|
|
$1,500
|
|
Accruing LHFS past due 90 days or more
|
1
|
|
|
3
|
|
|
2
|
|
|
2
|
|
||||
TDRs:
|
|
|
|
|
|
|
|
||||||||
Accruing restructured loans
|
|
$2,501
|
|
|
|
$2,820
|
|
|
|
$2,613
|
|
|
|
$1,641
|
|
Nonaccruing restructured loans
2
|
639
|
|
|
802
|
|
|
1,005
|
|
|
913
|
|
||||
Ratios:
|
|
|
|
|
|
|
|
||||||||
NPLs to total loans
|
1.27
|
%
|
|
2.37
|
%
|
|
3.54
|
%
|
|
4.75
|
%
|
||||
Nonperforming assets to total loans plus OREO,
other repossessed assets, and nonperforming LHFS |
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
Nonperforming Assets (Pre-Adoption)
|
|
Table 15
|
|
||||||||||||||||
|
|
||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
|
$103
|
|
|
|
$127
|
|
|
|
$255
|
|
|
|
$484
|
|
|
|
$322
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction loans
|
85
|
|
|
390
|
|
|
1,013
|
|
|
1,484
|
|
|
1,277
|
|
|||||
Residential mortgages
|
925
|
|
|
1,655
|
|
|
1,988
|
|
|
2,716
|
|
|
1,847
|
|
|||||
Home equity lines
|
281
|
|
|
273
|
|
|
285
|
|
|
289
|
|
|
272
|
|
|||||
Commercial real estate
|
127
|
|
|
431
|
|
|
531
|
|
|
392
|
|
|
177
|
|
|||||
Consumer loans
|
26
|
|
|
27
|
|
|
38
|
|
|
37
|
|
|
45
|
|
|||||
Total nonaccrual/NPLs
|
1,547
|
|
|
2,903
|
|
|
4,110
|
|
|
5,402
|
|
|
3,940
|
|
|||||
OREO
1
|
264
|
|
|
479
|
|
|
596
|
|
|
620
|
|
|
500
|
|
|||||
Other repossessed assets
|
9
|
|
|
10
|
|
|
52
|
|
|
79
|
|
|
16
|
|
|||||
Nonperforming LHFS
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total nonperforming assets
|
|
$1,857
|
|
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
$6,101
|
|
|
|
$4,456
|
|
Accruing loans past due 90 days or more
2
|
|
$782
|
|
|
|
$2,028
|
|
|
|
$1,565
|
|
|
|
$1,500
|
|
|
|
$1,032
|
|
Accruing LHFS past due 90 days or more
|
|
$1
|
|
|
|
$3
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$1
|
|
TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,501
|
|
|
|
$2,820
|
|
|
|
$2,613
|
|
|
|
$1,641
|
|
|
|
$463
|
|
Nonaccruing restructured loans
3
|
639
|
|
|
802
|
|
|
1,005
|
|
|
913
|
|
|
268
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to total loans
|
1.27
|
%
|
|
2.37
|
%
|
|
3.54
|
%
|
|
4.75
|
%
|
|
3.10
|
%
|
|||||
Nonperforming assets to total loans plus OREO
and other repossessed assets
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
|
3.49
|
|
Selected Residential TDR Data
|
|
|
|
|
|
|
|
|
|
|
Table 16
|
|
|||||||||||
|
2012
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Rate reduction
|
|
$470
|
|
|
|
$37
|
|
|
|
$507
|
|
|
|
$36
|
|
|
|
$45
|
|
|
|
$81
|
|
Term extension
|
16
|
|
|
4
|
|
|
20
|
|
|
3
|
|
|
7
|
|
|
10
|
|
||||||
Rate reduction and term extension
|
1,562
|
|
|
172
|
|
|
1,734
|
|
|
78
|
|
|
209
|
|
|
287
|
|
||||||
Other
2, 3
|
7
|
|
|
2
|
|
|
9
|
|
|
172
|
|
|
39
|
|
|
211
|
|
||||||
Total
|
|
$2,055
|
|
|
|
$215
|
|
|
|
$2,270
|
|
|
|
$289
|
|
|
|
$300
|
|
|
|
$589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
|
Trading Assets and Liabilities
|
|
|
Table 17
|
|
|||
|
As of December 31
|
||||||
(Dollars in millions)
|
2012
|
|
2011
|
||||
Trading Assets:
|
|
|
|
||||
U.S. Treasury securities
|
|
$111
|
|
|
|
$144
|
|
Federal agency securities
|
462
|
|
|
478
|
|
||
U.S. states and political subdivisions
|
34
|
|
|
54
|
|
||
MBS - agency
|
432
|
|
|
412
|
|
||
CDO/CLO securities
|
55
|
|
|
45
|
|
||
ABS
|
36
|
|
|
37
|
|
||
Corporate and other debt securities
|
567
|
|
|
345
|
|
||
CP
|
28
|
|
|
229
|
|
||
Equity securities
|
100
|
|
|
91
|
|
||
Derivatives
1
|
1,905
|
|
|
2,414
|
|
||
Trading loans
2
|
2,319
|
|
|
2,030
|
|
||
Total trading assets
|
|
$6,049
|
|
|
|
$6,279
|
|
Trading Liabilities:
|
|
|
|
||||
U.S. Treasury securities
|
|
$582
|
|
|
|
$569
|
|
Corporate and other debt securities
|
173
|
|
|
77
|
|
||
Equity securities
|
9
|
|
|
37
|
|
||
Derivatives
1
|
397
|
|
|
1,123
|
|
||
Total trading liabilities
|
|
$1,161
|
|
|
|
$1,806
|
|
Securities Available for Sale
|
|
|
|
|
|
|
Table 18
|
|
|||||||
|
December 31, 2012
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$212
|
|
|
|
$10
|
|
|
|
$—
|
|
|
|
$222
|
|
Federal agency securities
|
1,987
|
|
|
85
|
|
|
3
|
|
|
2,069
|
|
||||
U.S. states and political subdivisions
|
310
|
|
|
15
|
|
|
5
|
|
|
320
|
|
||||
MBS - agency
|
17,416
|
|
|
756
|
|
|
3
|
|
|
18,169
|
|
||||
MBS - private
|
205
|
|
|
4
|
|
|
—
|
|
|
209
|
|
||||
ABS
|
214
|
|
|
5
|
|
|
3
|
|
|
216
|
|
||||
Corporate and other debt securities
|
42
|
|
|
4
|
|
|
—
|
|
|
46
|
|
||||
Other equity securities
1
|
701
|
|
|
1
|
|
|
—
|
|
|
702
|
|
||||
Total securities AFS
|
|
$21,087
|
|
|
|
$880
|
|
|
|
$14
|
|
|
|
$21,953
|
|
|
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
|
|
Maturity Distribution of Securities Available for Sale
|
|
|
|
|
|
Table 19
|
|
|||||||||||||
|
|
December 31, 2012
|
||||||||||||||||||
(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
|
|
|
$11
|
|
|
|
$201
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$212
|
|
Federal agency securities
|
|
130
|
|
|
1,381
|
|
|
340
|
|
|
136
|
|
|
1,987
|
|
|||||
U.S. states and political subdivisions
|
|
91
|
|
|
152
|
|
|
19
|
|
|
48
|
|
|
310
|
|
|||||
MBS - agency
|
|
980
|
|
|
12,875
|
|
|
3,006
|
|
|
555
|
|
|
17,416
|
|
|||||
MBS - private
|
|
—
|
|
|
127
|
|
|
78
|
|
|
—
|
|
|
205
|
|
|||||
ABS
|
|
112
|
|
|
72
|
|
|
2
|
|
|
28
|
|
|
214
|
|
|||||
Corporate and other debt securities
|
|
4
|
|
|
16
|
|
|
22
|
|
|
—
|
|
|
42
|
|
|||||
Total debt securities
|
|
|
$1,328
|
|
|
|
$14,824
|
|
|
|
$3,467
|
|
|
|
$767
|
|
|
|
$20,386
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$11
|
|
|
|
$211
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$222
|
|
Federal agency securities
|
|
131
|
|
|
1,449
|
|
|
348
|
|
|
141
|
|
|
2,069
|
|
|||||
U.S. states and political subdivisions
|
|
93
|
|
|
161
|
|
|
20
|
|
|
46
|
|
|
320
|
|
|||||
MBS - agency
|
|
1,035
|
|
|
13,520
|
|
|
3,051
|
|
|
563
|
|
|
18,169
|
|
|||||
MBS - private
|
|
—
|
|
|
130
|
|
|
79
|
|
|
—
|
|
|
209
|
|
|||||
ABS
|
|
113
|
|
|
71
|
|
|
2
|
|
|
30
|
|
|
216
|
|
|||||
Corporate and other debt securities
|
|
4
|
|
|
19
|
|
|
23
|
|
|
—
|
|
|
46
|
|
|||||
Total debt securities
|
|
|
$1,387
|
|
|
|
$15,561
|
|
|
|
$3,523
|
|
|
|
$780
|
|
|
|
$21,251
|
|
Weighted average yield (FTE)
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
2.35
|
%
|
|
1.97
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.99
|
%
|
|||||
Federal agency securities
|
|
3.66
|
|
|
2.18
|
|
|
2.51
|
|
|
2.99
|
|
|
2.39
|
|
|||||
U.S. states and political subdivisions
|
|
6.41
|
|
|
5.94
|
|
|
4.94
|
|
|
3.75
|
|
|
5.68
|
|
|||||
MBS - agency
|
|
2.90
|
|
|
2.96
|
|
|
2.13
|
|
|
2.80
|
|
|
2.81
|
|
|||||
MBS - private
|
|
—
|
|
|
8.89
|
|
|
8.75
|
|
|
—
|
|
|
8.83
|
|
|||||
ABS
|
|
2.16
|
|
|
6.46
|
|
|
9.24
|
|
|
1.08
|
|
|
3.52
|
|
|||||
Corporate and other debt securities
|
|
1.42
|
|
|
5.36
|
|
|
2.43
|
|
|
—
|
|
|
3.20
|
|
|||||
Total debt securities
|
|
3.15
|
%
|
|
2.98
|
%
|
|
2.33
|
%
|
|
2.83
|
%
|
|
2.87
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
|
|
|
Table 20
|
|
||||||||
|
|
December 31
|
|
Percent of Total
|
|||||||||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|||||||||
Noninterest-bearing
|
|
|
$37,329
|
|
|
|
$31,045
|
|
|
|
$26,103
|
|
|
29
|
%
|
|
25
|
%
|
|
22
|
%
|
NOW accounts
|
|
25,155
|
|
|
24,751
|
|
|
24,668
|
|
|
20
|
|
|
20
|
|
|
21
|
|
|||
Money market accounts
|
|
42,101
|
|
|
42,854
|
|
|
38,893
|
|
|
33
|
|
|
34
|
|
|
32
|
|
|||
Savings
|
|
5,113
|
|
|
4,535
|
|
|
4,028
|
|
|
4
|
|
|
4
|
|
|
3
|
|
|||
Consumer time
|
|
10,597
|
|
|
12,451
|
|
|
14,232
|
|
|
8
|
|
|
10
|
|
|
12
|
|
|||
Other time
|
|
5,954
|
|
|
7,036
|
|
|
9,205
|
|
|
4
|
|
|
5
|
|
|
8
|
|
|||
Total consumer and commercial deposits
|
|
126,249
|
|
|
122,672
|
|
|
117,129
|
|
|
98
|
|
|
98
|
|
|
98
|
|
|||
Brokered time deposits
|
|
2,204
|
|
|
2,306
|
|
|
2,561
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Foreign deposits
|
|
51
|
|
|
80
|
|
|
355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
|
$128,504
|
|
|
|
$125,058
|
|
|
|
$120,045
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Maturity of Consumer Time and Other Time Deposits in Amounts of $100,000 or More
|
|
Table 21
|
|
|||||||||||||
|
|
As of December 31, 2012
|
||||||||||||||
(Dollars in millions)
|
|
Consumer
Time
|
|
Brokered
Time
|
|
Foreign
Time
|
|
Total
|
||||||||
Months to maturity:
|
|
|
|
|
|
|
||||||||||
3 or less
|
|
|
$1,059
|
|
|
|
$61
|
|
|
|
$—
|
|
|
|
$1,120
|
|
Over 3 through 6
|
|
581
|
|
|
71
|
|
|
—
|
|
|
652
|
|
||||
Over 6 through 12
|
|
1,069
|
|
|
30
|
|
|
—
|
|
|
1,099
|
|
||||
Over 12
|
|
2,644
|
|
|
1,974
|
|
|
—
|
|
|
4,618
|
|
||||
Total
|
|
|
$5,353
|
|
|
|
$2,136
|
|
|
|
$—
|
|
|
|
$7,489
|
|
BORROWINGS
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Short-Term Borrowings
|
|
|
|
|
|
|
|
|
Table 22
|
|
|||||||
|
As of December 31, 2012
|
|
Year Ended December 31, 2012
|
||||||||||||||
|
Balance
|
|
Rate
|
|
Daily Average
|
|
Maximum
Outstanding at
any Month-End
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rate
|
|
||||||||||||
Funds purchased
1
|
|
$617
|
|
|
0.09
|
%
|
|
|
$798
|
|
|
0.11
|
%
|
|
|
$925
|
|
Securities sold under agreements to repurchase
1
|
1,574
|
|
|
0.18
|
|
|
1,602
|
|
|
0.18
|
|
|
1,781
|
|
|||
FHLB advances
|
1,500
|
|
|
0.34
|
|
|
5,149
|
|
|
0.24
|
|
|
9,000
|
|
|||
Other short-term borrowings
2
|
1,803
|
|
|
0.29
|
|
|
1,803
|
|
|
0.33
|
|
|
2,057
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2011
|
|
Year Ended December 31, 2011
|
||||||||||||||
|
Balance
|
|
Rate
|
|
Daily Average
|
|
Maximum
Outstanding at
any Month-End
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rate
|
|
||||||||||||
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
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
|
As of December 31, 2010
|
|
Year Ended December 31, 2010
|
||||||||||||||
|
Balance
|
|
Rate
|
|
Daily Average
|
|
Maximum
Outstanding at
any Month-End
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rate
|
|
||||||||||||
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
|
|
Long-Term Debt
|
|
|
Table 23
|
|
|||
(Dollars in millions)
|
2012
|
|
2011
|
||||
Parent Company Only
|
|
|
|
||||
Senior, fixed rate
1
|
|
$2,270
|
|
|
|
$2,719
|
|
Senior, variable rate
|
152
|
|
|
1,527
|
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
||
Junior subordinated, fixed rate
|
—
|
|
|
1,197
|
|
||
Junior subordinated, variable rate
|
627
|
|
|
651
|
|
||
Total Parent Company debt
|
3,249
|
|
|
6,294
|
|
||
Subsidiaries
|
|
|
|
||||
Senior, fixed rate
|
426
|
|
|
350
|
|
||
Senior, variable rate
2
|
3,846
|
|
|
2,504
|
|
||
Subordinated, fixed rate
3
|
1,336
|
|
|
1,260
|
|
||
Subordinated, variable rate
|
500
|
|
|
500
|
|
||
Total subsidiaries debt
|
6,108
|
|
|
4,614
|
|
||
Total long-term debt
|
|
$9,357
|
|
|
|
$10,908
|
|
Repurchase Request Activity
|
|
|
|
|
Table 25
|
|
|||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning pending repurchase requests
|
|
$590
|
|
|
|
$293
|
|
|
|
$326
|
|
Repurchase requests received
|
1,726
|
|
|
1,736
|
|
|
1,130
|
|
|||
Repurchase requests resolved:
|
|
|
|
|
|
||||||
Repurchased
|
(769
|
)
|
|
(789
|
)
|
|
(677
|
)
|
|||
Cured
|
(892
|
)
|
|
(650
|
)
|
|
(486
|
)
|
|||
Total resolved
|
(1,661
|
)
|
|
(1,439
|
)
|
|
(1,163
|
)
|
|||
Ending pending repurchase requests
|
|
$655
|
|
|
|
$590
|
|
|
|
$293
|
|
|
|
|
|
|
|
||||||
Percent from non-agency investors:
|
|
|
|
|
|
||||||
Repurchase requests received
|
1.2
|
%
|
|
2.9
|
%
|
|
4.9
|
%
|
|||
Pending repurchase requests
|
2.5
|
%
|
|
2.0
|
%
|
|
9.9
|
%
|
Repurchase Rates and Loss Severity
|
|
|
|
|
|
Table 27
|
|
||||||||
(Dollars in billions)
|
2006
|
|
2007
|
|
2008
|
|
Total
|
||||||||
Repurchased
|
|
$0.9
|
|
|
|
$1.7
|
|
|
|
$0.4
|
|
|
|
$3.0
|
|
Cured
|
1.0
|
|
|
1.2
|
|
|
0.2
|
|
|
2.4
|
|
||||
Pending
|
0.1
|
|
|
0.3
|
|
|
0.1
|
|
|
0.5
|
|
||||
Total repurchase requests received
|
|
$2.0
|
|
|
|
$3.2
|
|
|
|
$0.7
|
|
|
|
$5.9
|
|
|
|
|
|
|
|
|
|
||||||||
Repurchase rate
|
51
|
%
|
|
57
|
%
|
|
57
|
%
|
|
55
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Losses recognized
|
|
$0.4
|
|
|
|
$0.9
|
|
|
|
$0.2
|
|
|
|
$1.5
|
|
Loss severity
|
45
|
%
|
|
52
|
%
|
|
48
|
%
|
|
50
|
%
|
||||
Loss severity last 12 months
|
61
|
%
|
|
55
|
%
|
|
44
|
%
|
|
54
|
%
|
Level 3 Assets and Liabilities
|
|
|
|
Table 28
|
|
|||
|
|
As of December 31
|
||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
||||
Trading assets
|
|
|
$58
|
|
|
|
$49
|
|
Securities AFS
|
|
914
|
|
|
1,041
|
|
||
LHFS
|
|
8
|
|
|
1
|
|
||
LHFI
|
|
379
|
|
|
433
|
|
||
Other intangible assets
1
|
|
899
|
|
|
921
|
|
||
Other assets
2
|
|
132
|
|
|
84
|
|
||
Total level 3 assets
|
|
|
$2,390
|
|
|
|
$2,529
|
|
Total assets
|
|
|
$173,442
|
|
|
|
$176,859
|
|
Total assets measured at fair value
|
|
|
$32,701
|
|
|
|
$38,445
|
|
Level 3 assets as a percent of total assets
|
|
1.4
|
%
|
|
1.4
|
%
|
||
Level 3 assets as a percent of total assets measured at fair value
|
|
7.3
|
|
|
6.6
|
|
||
Trading liabilities
|
|
|
$—
|
|
|
|
$189
|
|
Other liabilities
2,3
|
|
31
|
|
|
22
|
|
||
Total level 3 liabilities
|
|
|
$31
|
|
|
|
$211
|
|
Total liabilities
|
|
|
$152,457
|
|
|
|
$156,793
|
|
Total liabilities measured at fair value
|
|
|
$3,661
|
|
|
|
$4,905
|
|
Level 3 liabilities as a percent of total liabilities
|
|
—
|
%
|
|
0.1
|
%
|
||
Level 3 liabilities as a percent of total liabilities measured at fair value
|
|
0.8
|
|
|
4.3
|
|
||
1
MSRs carried at fair value
2 Includes IRLCs
3
Includes Visa derivative
|
|
|
|
|
Consumer Banking and Private Wealth Management
|
21
|
%
|
Wholesale Banking
|
31
|
%
|
RidgeWorth Capital Management
|
147
|
%
|
•
|
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 enterprise levels;
|
•
|
Optimize decision making;
|
•
|
Promote sound processes and regulatory compliance;
|
•
|
Maximize shareholder value; and
|
•
|
Conform to our principles of Client First, One Team, Executional Excellence, and Profitable Growth in support of our purpose of Lighting the Way to Financial Well-Being.
|
Market Value of Equity Sensitivity
|
|
|
Table 30
|
|
|
|
|
|
Estimated % Change in MVE
|
||
(Basis points)
|
December 31, 2012
|
|
December 31, 2011
|
Rate Change
|
|
|
|
+200
|
(2.4)%
|
|
(7.1)%
|
+100
|
(0.1)%
|
|
(2.4)%
|
-25
|
(0.3)%
|
|
0.1%
|
Value at Risk Profile
|
|
|
Table 31
|
|
|
|
|
|
Year Ended December 31
|
||
(Dollars in millions)
|
2012
|
|
2011
|
Average VAR
|
$5
|
|
$5
|
High VAR
|
$6
|
|
$7
|
Low VAR
|
$4
|
|
$3
|
Debt Credit Ratings and Outlook
|
|
|
|
|
|
|
Table 33
|
|
As of December 31, 2012
|
||||||
|
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
|
|
Positive
|
|
Stable
|
|
Stable
|
Unfunded Lending Commitments
|
|
|
Table 34
|
|
|||
(Dollars in millions)
|
December 31, 2012
|
|
December 31, 2011
|
||||
Unused lines of credit:
|
|
|
|
||||
Commercial
|
|
$36,902
|
|
|
|
$35,685
|
|
Mortgage commitments
1
|
9,152
|
|
|
7,833
|
|
||
Home equity lines
|
11,739
|
|
|
12,730
|
|
||
Commercial real estate
|
1,684
|
|
|
1,465
|
|
||
CP conduit
|
—
|
|
|
765
|
|
||
Credit card
|
4,075
|
|
|
3,526
|
|
||
Total unused lines of credit
|
|
$63,552
|
|
|
|
$62,004
|
|
Letters of credit:
|
|
|
|
||||
Financial standby
|
|
$3,993
|
|
|
|
$5,081
|
|
Performance standby
|
49
|
|
|
70
|
|
||
Commercial
|
56
|
|
|
55
|
|
||
Total letters of credit
|
|
$4,098
|
|
|
|
$5,206
|
|
|
|
|
|
|
|
|
|
|
Table 35
|
|
|||||||||
|
As of December 31, 2012
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Time deposit maturities
1
|
|
$6,743
|
|
|
|
$6,143
|
|
|
|
$1,804
|
|
|
|
$232
|
|
|
|
$14,922
|
|
Brokered time deposits
1
|
163
|
|
|
1,184
|
|
|
121
|
|
|
668
|
|
|
2,136
|
|
|||||
Long-term debt
1,2
|
294
|
|
|
851
|
|
|
5,871
|
|
|
2,330
|
|
|
9,346
|
|
|||||
Operating lease obligations
|
214
|
|
|
387
|
|
|
331
|
|
|
377
|
|
|
1,309
|
|
|||||
Capital lease obligations
1
|
1
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
11
|
|
|||||
Purchase obligations
3
|
96
|
|
|
469
|
|
|
222
|
|
|
—
|
|
|
787
|
|
|||||
Total
|
|
$7,511
|
|
|
|
$9,037
|
|
|
|
$8,352
|
|
|
|
$3,611
|
|
|
|
$28,511
|
|
SELECTED QUARTERLY FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
Table 36
|
|
||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
(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
|
|
$1,396
|
|
|
|
$1,445
|
|
|
|
$1,492
|
|
|
|
$1,534
|
|
|
|
$1,543
|
|
|
|
$1,538
|
|
|
|
$1,546
|
|
|
|
$1,554
|
|
Interest expense
|
150
|
|
|
174
|
|
|
218
|
|
|
223
|
|
|
249
|
|
|
275
|
|
|
287
|
|
|
305
|
|
||||||||
Net interest income
|
1,246
|
|
|
1,271
|
|
|
1,274
|
|
|
1,311
|
|
|
1,294
|
|
|
1,263
|
|
|
1,259
|
|
|
1,249
|
|
||||||||
Provision for credit losses
|
328
|
|
|
450
|
|
|
300
|
|
|
317
|
|
|
327
|
|
|
347
|
|
|
392
|
|
|
447
|
|
||||||||
Net interest income after provision for
credit losses
|
918
|
|
|
821
|
|
|
974
|
|
|
994
|
|
|
967
|
|
|
916
|
|
|
867
|
|
|
802
|
|
||||||||
Noninterest income
1
|
1,015
|
|
|
2,542
|
|
|
940
|
|
|
876
|
|
|
723
|
|
|
903
|
|
|
912
|
|
|
883
|
|
||||||||
Noninterest expense
|
1,510
|
|
|
1,726
|
|
|
1,546
|
|
|
1,541
|
|
|
1,667
|
|
|
1,560
|
|
|
1,542
|
|
|
1,465
|
|
||||||||
Income before provision/(benefit) for
income taxes
|
423
|
|
|
1,637
|
|
|
368
|
|
|
329
|
|
|
23
|
|
|
259
|
|
|
237
|
|
|
220
|
|
||||||||
Provision/(benefit) for income taxes
|
62
|
|
|
551
|
|
|
91
|
|
|
69
|
|
|
(57
|
)
|
|
45
|
|
|
58
|
|
|
33
|
|
||||||||
Net income/(loss) attributable to noncontrolling interest
|
5
|
|
|
9
|
|
|
2
|
|
|
10
|
|
|
6
|
|
|
(1
|
)
|
|
1
|
|
|
7
|
|
||||||||
Net income
|
|
$356
|
|
|
|
$1,077
|
|
|
|
$275
|
|
|
|
$250
|
|
|
|
$74
|
|
|
|
$215
|
|
|
|
$178
|
|
|
|
$180
|
|
Net income available to common shareholders
|
|
$350
|
|
|
|
$1,066
|
|
|
|
$270
|
|
|
|
$245
|
|
|
|
$71
|
|
|
|
$211
|
|
|
|
$174
|
|
|
|
$38
|
|
Net interest income - FTE
2
|
|
$1,276
|
|
|
|
$1,301
|
|
|
|
$1,306
|
|
|
|
$1,342
|
|
|
|
$1,324
|
|
|
|
$1,293
|
|
|
|
$1,286
|
|
|
|
$1,277
|
|
Total revenue - FTE
1,2
|
2,291
|
|
|
3,843
|
|
|
2,246
|
|
|
2,218
|
|
|
2,047
|
|
|
2,196
|
|
|
2,198
|
|
|
2,160
|
|
||||||||
Total revenue - FTE, excluding net
securities gains
2
|
2,290
|
|
|
1,902
|
|
|
2,232
|
|
|
2,200
|
|
|
2,028
|
|
|
2,194
|
|
|
2,166
|
|
|
2,096
|
|
||||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
|
0.65
|
|
|
1.98
|
|
|
0.50
|
|
|
0.46
|
|
|
0.13
|
|
|
0.39
|
|
|
0.33
|
|
|
0.08
|
|
||||||||
Diluted excluding effect of accelerated accretion associated with the repurchase of preferred stock issued to the U.S. Treasury
2
|
0.65
|
|
|
1.98
|
|
|
0.50
|
|
|
0.46
|
|
|
0.13
|
|
|
0.39
|
|
|
0.33
|
|
|
0.22
|
|
||||||||
Basic
|
0.66
|
|
|
1.99
|
|
|
0.51
|
|
|
0.46
|
|
|
0.13
|
|
|
0.40
|
|
|
0.33
|
|
|
0.08
|
|
||||||||
Dividends paid per average common share
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.01
|
|
|
0.01
|
|
||||||||
Book value per common share
|
37.59
|
|
|
37.35
|
|
|
37.69
|
|
|
37.11
|
|
|
36.86
|
|
|
37.29
|
|
|
36.30
|
|
|
35.49
|
|
||||||||
Tangible book value per common share
2
|
25.98
|
|
|
25.72
|
|
|
26.02
|
|
|
25.49
|
|
|
25.18
|
|
|
25.60
|
|
|
24.57
|
|
|
23.79
|
|
||||||||
Market capitalization
|
15,279
|
|
|
15,232
|
|
|
13,045
|
|
|
13,005
|
|
|
9,504
|
|
|
9,639
|
|
|
13,852
|
|
|
15,482
|
|
||||||||
Market price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
30.64
|
|
|
30.79
|
|
|
24.83
|
|
|
24.93
|
|
|
21.31
|
|
|
26.52
|
|
|
30.13
|
|
|
33.14
|
|
||||||||
Low
|
25.30
|
|
|
22.34
|
|
|
20.96
|
|
|
18.07
|
|
|
15.79
|
|
|
16.51
|
|
|
24.63
|
|
|
27.38
|
|
||||||||
Close
|
28.35
|
|
|
28.27
|
|
|
24.23
|
|
|
24.17
|
|
|
17.70
|
|
|
17.95
|
|
|
25.80
|
|
|
28.84
|
|
||||||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$173,442
|
|
|
|
$173,181
|
|
|
|
$178,257
|
|
|
|
$178,226
|
|
|
|
$174,085
|
|
|
|
$172,076
|
|
|
|
$170,527
|
|
|
|
$173,066
|
|
Earning assets
|
151,223
|
|
|
152,472
|
|
|
153,939
|
|
|
154,950
|
|
|
151,561
|
|
|
146,836
|
|
|
145,985
|
|
|
146,786
|
|
||||||||
Loans
|
121,470
|
|
|
121,817
|
|
|
124,560
|
|
|
122,691
|
|
|
119,474
|
|
|
115,638
|
|
|
114,920
|
|
|
115,162
|
|
||||||||
Consumer and commercial deposits
|
130,180
|
|
|
124,898
|
|
|
126,145
|
|
|
127,718
|
|
|
125,072
|
|
|
122,974
|
|
|
121,879
|
|
|
120,710
|
|
||||||||
Brokered time and foreign deposits
|
2,136
|
|
|
2,328
|
|
|
2,258
|
|
|
2,314
|
|
|
2,293
|
|
|
2,312
|
|
|
2,340
|
|
|
2,606
|
|
||||||||
Total shareholders’ equity
|
20,985
|
|
|
20,399
|
|
|
20,568
|
|
|
20,241
|
|
|
20,208
|
|
|
20,000
|
|
|
19,509
|
|
|
23,107
|
|
||||||||
Average common shares - diluted (thousands)
|
539,618
|
|
|
538,699
|
|
|
537,495
|
|
|
536,407
|
|
|
535,717
|
|
|
535,395
|
|
|
535,416
|
|
|
503,503
|
|
||||||||
Average common shares - basic (thousands)
|
535,012
|
|
|
534,506
|
|
|
533,964
|
|
|
533,100
|
|
|
532,146
|
|
|
531,928
|
|
|
531,792
|
|
|
499,669
|
|
||||||||
Financial Ratios (Annualized)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
0.81
|
%
|
|
2.45
|
%
|
|
0.62
|
%
|
|
0.57
|
%
|
|
0.17
|
%
|
|
0.50
|
%
|
|
0.42
|
%
|
|
0.42
|
%
|
||||||||
ROE
|
6.86
|
|
|
20.84
|
|
|
5.37
|
|
|
4.94
|
|
|
1.41
|
|
|
4.23
|
|
|
3.61
|
|
|
0.84
|
|
||||||||
Net interest margin - FTE
|
3.36
|
|
|
3.38
|
|
|
3.39
|
|
|
3.49
|
|
|
3.46
|
|
|
3.49
|
|
|
3.53
|
|
|
3.53
|
|
||||||||
Efficiency ratio
3
|
65.93
|
|
|
44.90
|
|
|
68.83
|
|
|
69.50
|
|
|
81.45
|
|
|
71.05
|
|
|
70.17
|
|
|
67.83
|
|
||||||||
Tangible efficiency ratio
2
|
65.63
|
|
|
44.47
|
|
|
68.33
|
|
|
69.02
|
|
|
80.99
|
|
|
70.55
|
|
|
69.64
|
|
|
67.32
|
|
||||||||
Total average shareholders’ equity to total average assets
|
11.82
|
|
|
11.76
|
|
|
11.51
|
|
|
11.45
|
|
|
11.61
|
|
|
11.62
|
|
|
11.44
|
|
|
13.35
|
|
||||||||
Tangible equity to tangible assets
2
|
8.82
|
|
|
8.48
|
|
|
8.31
|
|
|
8.14
|
|
|
8.10
|
|
|
8.38
|
|
|
8.07
|
|
|
7.87
|
|
||||||||
Effective tax rate
4
|
14.86
|
|
|
33.82
|
|
|
24.85
|
|
|
21.55
|
|
|
NM
|
|
|
17.33
|
|
|
24.45
|
|
|
15.54
|
|
||||||||
Allowance to year-end total loans
|
1.80
|
|
|
1.84
|
|
|
1.85
|
|
|
1.92
|
|
|
2.01
|
|
|
2.22
|
|
|
2.40
|
|
|
2.49
|
|
||||||||
Total nonperforming assets to total loans
plus OREO, other repossessed assets, and nonperforming LHFS
|
1.52
|
|
|
1.71
|
|
|
2.24
|
|
|
2.54
|
|
|
2.76
|
|
|
3.19
|
|
|
3.56
|
|
|
3.95
|
|
||||||||
Common dividend payout ratio
|
7.7
|
|
|
2.5
|
|
|
10.0
|
|
|
11.0
|
|
|
37.6
|
|
|
12.7
|
|
|
3.1
|
|
|
13.2
|
|
Capital Adequacy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tier 1 common equity
|
10.04
|
%
|
|
9.82
|
%
|
|
9.40
|
%
|
|
9.33
|
%
|
|
9.22
|
%
|
|
9.31
|
%
|
|
9.22
|
%
|
|
9.05
|
%
|
||||||||
Tier 1 capital
|
11.13
|
|
|
10.57
|
|
|
10.15
|
|
|
11.00
|
|
|
10.90
|
|
|
11.10
|
|
|
11.11
|
|
|
11.00
|
|
||||||||
Total capital
|
13.48
|
|
|
12.95
|
|
|
12.84
|
|
|
13.73
|
|
|
13.67
|
|
|
13.91
|
|
|
14.01
|
|
|
13.92
|
|
||||||||
Tier 1 leverage
|
8.91
|
|
|
8.49
|
|
|
8.15
|
|
|
8.77
|
|
|
8.75
|
|
|
8.90
|
|
|
8.92
|
|
|
8.72
|
|
||||||||
1
Includes net securities gains
|
|
$1
|
|
|
|
$1,941
|
|
|
|
$14
|
|
|
|
$18
|
|
|
|
$19
|
|
|
|
$2
|
|
|
|
$32
|
|
|
|
$64
|
|
Net Income/(Loss) by Segment
|
|
|
|
|
Table 37
|
|
|||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Consumer Banking and Private Wealth Management
|
|
$237
|
|
|
|
$243
|
|
|
|
$115
|
|
Wholesale Banking
|
789
|
|
|
384
|
|
|
280
|
|
|||
Mortgage Banking
|
(702
|
)
|
|
(721
|
)
|
|
(812
|
)
|
|||
Corporate Other
|
1,520
|
|
|
447
|
|
|
465
|
|
Average Loans and Deposits by Segment
|
|
|
|
|
|
|
|
|
|
|
Table 38
|
|
|||||||||||
|
Average Loans
|
|
Average Consumer and Commercial Deposits
|
||||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
Consumer Banking and Private Wealth Management
|
|
$41,190
|
|
|
|
$39,171
|
|
|
|
$36,929
|
|
|
|
$76,722
|
|
|
|
$76,407
|
|
|
|
$74,295
|
|
Wholesale Banking
|
51,380
|
|
|
48,016
|
|
|
47,959
|
|
|
45,889
|
|
|
43,070
|
|
|
39,656
|
|
||||||
Mortgage Banking
|
30,289
|
|
|
29,128
|
|
|
29,043
|
|
|
3,638
|
|
|
3,084
|
|
|
3,135
|
|
||||||
Corporate Other
|
34
|
|
|
(7
|
)
|
|
(6
|
)
|
|
—
|
|
|
111
|
|
|
43
|
|
Reconcilement of Non-U.S. GAAP Measures – Annual
|
|
|
|
|
|
|
|
|
|
Table 39
|
|
|||||||||
|
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Net income/(loss)
|
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
|
|
$796
|
|
Preferred dividends
|
|
(12
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(14
|
)
|
|
(22
|
)
|
|||||
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
|
|
(15
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
17
|
|
|
(6
|
)
|
|||||
Gain on purchase of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|||||
Net income/(loss) available to common shareholders
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
Goodwill/intangible impairment charges attributable to common shareholders, after tax of $0 million in 2012, $36 million in 2009, and $18 million in 2008
|
|
7
|
|
|
—
|
|
|
—
|
|
|
715
|
|
|
27
|
|
|||||
Net income/(loss) available to common shareholders excluding goodwill/intangible impairment charges, after tax
1
|
|
|
$1,938
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,018
|
)
|
|
|
$768
|
|
Net income/(loss) available to common shareholders excluding accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
1
|
|
|
$1,931
|
|
|
|
$569
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
|
|
$741
|
|
Efficiency ratio
2
|
|
59.67
|
%
|
|
72.49
|
%
|
|
67.94
|
%
|
|
79.07
|
%
|
|
63.83
|
%
|
|||||
Impact of excluding impairment/amortization of goodwill/intangible assets other than MSRs
|
|
(0.43
|
)
|
|
(0.50
|
)
|
|
(0.58
|
)
|
|
(9.72
|
)
|
|
(1.32
|
)
|
|||||
Tangible efficiency ratio
3
|
|
59.24
|
%
|
|
71.99
|
%
|
|
67.36
|
%
|
|
69.35
|
%
|
|
62.51
|
%
|
|||||
Total shareholders’ equity
|
|
|
$20,985
|
|
|
|
$20,066
|
|
|
|
$23,130
|
|
|
|
$22,531
|
|
|
|
$22,501
|
|
Goodwill, net of deferred taxes
4
|
|
(6,206
|
)
|
|
(6,190
|
)
|
|
(6,189
|
)
|
|
(6,204
|
)
|
|
(6,941
|
)
|
|||||
Other intangible assets, net of deferred taxes, and MSRs
5
|
|
(949
|
)
|
|
(1,001
|
)
|
|
(1,545
|
)
|
|
(1,671
|
)
|
|
(978
|
)
|
|||||
MSRs
|
|
899
|
|
|
921
|
|
|
1,439
|
|
|
1,540
|
|
|
810
|
|
|||||
Tangible equity
|
|
14,729
|
|
|
13,796
|
|
|
16,835
|
|
|
16,196
|
|
|
15,392
|
|
|||||
Preferred stock
|
|
(725
|
)
|
|
(275
|
)
|
|
(4,942
|
)
|
|
(4,917
|
)
|
|
(5,222
|
)
|
|||||
Tangible common equity
|
|
|
$14,004
|
|
|
|
$13,521
|
|
|
|
$11,893
|
|
|
|
$11,279
|
|
|
|
$10,170
|
|
Total assets
|
|
|
$173,442
|
|
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
$174,165
|
|
|
|
$189,138
|
|
Goodwill
|
|
(6,369
|
)
|
|
(6,344
|
)
|
|
(6,323
|
)
|
|
(6,319
|
)
|
|
(7,044
|
)
|
|||||
Other intangible assets including MSRs
|
|
(956
|
)
|
|
(1,017
|
)
|
|
(1,571
|
)
|
|
(1,711
|
)
|
|
(1,035
|
)
|
|||||
MSRs
|
|
899
|
|
|
921
|
|
|
1,439
|
|
|
1,540
|
|
|
810
|
|
|||||
Tangible assets
|
|
|
$167,016
|
|
|
|
$170,419
|
|
|
|
$166,419
|
|
|
|
$167,675
|
|
|
|
$181,869
|
|
Tangible equity to tangible assets
6
|
|
8.82
|
%
|
|
8.10
|
%
|
|
10.12
|
%
|
|
9.66
|
%
|
|
8.46
|
%
|
|||||
Tangible book value per common share
7
|
|
|
$25.98
|
|
|
|
$25.18
|
|
|
|
$23.76
|
|
|
|
$22.59
|
|
|
|
$28.69
|
|
Net interest income
|
|
|
$5,102
|
|
|
|
$5,065
|
|
|
|
$4,854
|
|
|
|
$4,466
|
|
|
|
$4,620
|
|
Taxable-equivalent adjustment
|
|
123
|
|
|
114
|
|
|
116
|
|
|
123
|
|
|
117
|
|
|||||
Net interest income-FTE
|
|
5,225
|
|
|
5,179
|
|
|
4,970
|
|
|
4,589
|
|
|
4,737
|
|
|||||
Noninterest income
|
|
5,373
|
|
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|
4,473
|
|
|||||
Total revenue-FTE
|
|
10,598
|
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|
9,210
|
|
|||||
Securities gains, net
|
|
(1,974
|
)
|
|
(117
|
)
|
|
(191
|
)
|
|
(98
|
)
|
|
(1,073
|
)
|
|||||
Total revenue-FTE excluding securities gains, net
8
|
|
|
$8,624
|
|
|
|
$8,483
|
|
|
|
$8,508
|
|
|
|
$8,201
|
|
|
|
$8,137
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||
(Dollars in billions)
|
|
As of December 31, 2012
|
|
|
|
|
|
|
|
|
||||
Tier 1 Common Equity - Basel I
|
|
|
$13.5
|
|
|
|
|
|
|
|
|
|
||
Adjustments from Basel I to Proposed Basel III
9
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|||
Tier 1 Common Equity - Proposed Basel III
10
|
|
|
$13.3
|
|
|
|
|
|
|
|
|
|
||
Risk-weighted Assets - Basel I
|
|
|
$134.5
|
|
|
|
|
|
|
|
|
|
||
Adjustments from Basel I to Proposed Basel III
11
|
|
26.2
|
|
|
|
|
|
|
|
|
|
|||
Risk-weighted Assets - Proposed Basel III
|
|
|
$160.7
|
|
|
|
|
|
|
|
|
|
||
Tier 1 Common Equity Ratio:
|
|
|
|
|
|
|
|
|
|
|
||||
Basel I
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|||
Proposed Basel III
10
|
|
8.2
|
|
|
|
|
|
|
|
|
|
Reconcilement of Non-U.S. GAAP Measures – Quarterly
|
|
|
|
|
|
|
|
|
|
|
|
Table 40
|
|
||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions, except per share
data)
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Net income
|
|
$356
|
|
|
|
$1,077
|
|
|
|
$275
|
|
|
|
$250
|
|
|
|
$74
|
|
|
|
$215
|
|
|
|
$178
|
|
|
|
$180
|
|
Preferred dividends
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
||||||||
Accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
||||||||
Dividends and undistributed earnings allocated to unvested shares
|
(2
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
||||||||
Net income available to common shareholders
|
|
$350
|
|
|
|
$1,066
|
|
|
|
$270
|
|
|
|
$245
|
|
|
|
$71
|
|
|
|
$211
|
|
|
|
$174
|
|
|
|
$38
|
|
Net income available to common shareholders excluding accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
1
|
|
$350
|
|
|
|
$1,066
|
|
|
|
$270
|
|
|
|
$245
|
|
|
|
$71
|
|
|
|
$211
|
|
|
|
$174
|
|
|
|
$112
|
|
Efficiency ratio
2
|
65.93
|
%
|
|
44.90
|
%
|
|
68.83
|
%
|
|
69.50
|
%
|
|
81.45
|
%
|
|
71.05
|
%
|
|
70.17
|
%
|
|
67.83
|
%
|
||||||||
Impact of excluding amortization of intangible assets/impairment of goodwill
|
(0.30
|
)
|
|
(0.43
|
)
|
|
(0.50
|
)
|
|
(0.48
|
)
|
|
(0.46
|
)
|
|
(0.50
|
)
|
|
(0.53
|
)
|
|
(0.51
|
)
|
||||||||
Tangible efficiency ratio
3
|
65.63
|
%
|
|
44.47
|
%
|
|
68.33
|
%
|
|
69.02
|
%
|
|
80.99
|
%
|
|
70.55
|
%
|
|
69.64
|
%
|
|
67.32
|
%
|
||||||||
Total shareholders’ equity
|
|
$20,985
|
|
|
|
$20,399
|
|
|
|
$20,568
|
|
|
|
$20,241
|
|
|
|
$20,066
|
|
|
|
$20,200
|
|
|
|
$19,660
|
|
|
|
$19,223
|
|
Goodwill, net of deferred taxes
4
|
(6,206
|
)
|
|
(6,210
|
)
|
|
(6,220
|
)
|
|
(6,180
|
)
|
|
(6,190
|
)
|
|
(6,195
|
)
|
|
(6,199
|
)
|
|
(6,185
|
)
|
||||||||
Other intangible assets, net of deferred taxes, and MSRs
5
|
(949
|
)
|
|
(888
|
)
|
|
(929
|
)
|
|
(1,142
|
)
|
|
(1,001
|
)
|
|
(1,120
|
)
|
|
(1,518
|
)
|
|
(1,635
|
)
|
||||||||
MSRs
|
899
|
|
|
831
|
|
|
865
|
|
|
1,070
|
|
|
921
|
|
|
1,033
|
|
|
1,423
|
|
|
1,538
|
|
||||||||
Tangible equity
|
14,729
|
|
|
14,132
|
|
|
14,284
|
|
|
13,989
|
|
|
13,796
|
|
|
13,918
|
|
|
13,366
|
|
|
12,941
|
|
||||||||
Preferred stock
|
(725
|
)
|
|
(275
|
)
|
|
(275
|
)
|
|
(275
|
)
|
|
(275
|
)
|
|
(172
|
)
|
|
(172
|
)
|
|
(172
|
)
|
||||||||
Tangible common equity
|
|
$14,004
|
|
|
|
$13,857
|
|
|
|
$14,009
|
|
|
|
$13,714
|
|
|
|
$13,521
|
|
|
|
$13,746
|
|
|
|
$13,194
|
|
|
|
$12,769
|
|
Total assets
|
|
$173,442
|
|
|
|
$173,181
|
|
|
|
$178,257
|
|
|
|
$178,226
|
|
|
|
$176,859
|
|
|
|
$172,553
|
|
|
|
$172,173
|
|
|
|
$170,794
|
|
Goodwill
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,376
|
)
|
|
(6,344
|
)
|
|
(6,344
|
)
|
|
(6,344
|
)
|
|
(6,343
|
)
|
|
(6,324
|
)
|
||||||||
Other intangible assets including MSRs
|
(956
|
)
|
|
(896
|
)
|
|
(939
|
)
|
|
(1,155
|
)
|
|
(1,017
|
)
|
|
(1,138
|
)
|
|
(1,539
|
)
|
|
(1,659
|
)
|
||||||||
MSRs
|
899
|
|
|
831
|
|
|
865
|
|
|
1,070
|
|
|
921
|
|
|
1,033
|
|
|
1,423
|
|
|
1,538
|
|
||||||||
Tangible assets
|
|
$167,016
|
|
|
|
$166,747
|
|
|
|
$171,807
|
|
|
|
$171,797
|
|
|
|
$170,419
|
|
|
|
$166,104
|
|
|
|
$165,714
|
|
|
|
$164,349
|
|
Tangible equity to tangible assets
6
|
8.82
|
%
|
|
8.48
|
%
|
|
8.31
|
%
|
|
8.14
|
%
|
|
8.10
|
%
|
|
8.38
|
%
|
|
8.07
|
%
|
|
7.87
|
%
|
||||||||
Tangible book value per common share
7
|
|
$25.98
|
|
|
|
$25.72
|
|
|
|
$26.02
|
|
|
|
$25.49
|
|
|
|
$25.18
|
|
|
|
$25.60
|
|
|
|
$24.57
|
|
|
|
$23.79
|
|
Net interest income
|
|
$1,246
|
|
|
|
$1,271
|
|
|
|
$1,274
|
|
|
|
$1,311
|
|
|
|
$1,294
|
|
|
|
$1,263
|
|
|
|
$1,259
|
|
|
|
$1,249
|
|
Taxable-equivalent adjustment
|
30
|
|
|
30
|
|
|
32
|
|
|
31
|
|
|
30
|
|
|
30
|
|
|
27
|
|
|
28
|
|
||||||||
Net interest income - FTE
|
1,276
|
|
|
1,301
|
|
|
1,306
|
|
|
1,342
|
|
|
1,324
|
|
|
1,293
|
|
|
1,286
|
|
|
1,277
|
|
||||||||
Noninterest income
|
1,015
|
|
|
2,542
|
|
|
940
|
|
|
876
|
|
|
723
|
|
|
903
|
|
|
912
|
|
|
883
|
|
||||||||
Total revenue - FTE
|
2,291
|
|
|
3,843
|
|
|
2,246
|
|
|
2,218
|
|
|
2,047
|
|
|
2,196
|
|
|
2,198
|
|
|
2,160
|
|
||||||||
Securities gains, net
|
(1
|
)
|
|
(1,941
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
(2
|
)
|
|
(32
|
)
|
|
(64
|
)
|
||||||||
Total revenue - FTE excluding securities gains, net
8
|
|
$2,290
|
|
|
|
$1,902
|
|
|
|
$2,232
|
|
|
|
$2,200
|
|
|
|
$2,028
|
|
|
|
$2,194
|
|
|
|
$2,166
|
|
|
|
$2,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
For the Year Ended December 31
|
||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2012
|
|
2011
|
|
2010
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$5,035
|
|
|
|
$5,219
|
|
|
|
$5,300
|
|
Interest and fees on loans held for sale
|
112
|
|
|
93
|
|
|
137
|
|
|||
Interest and dividends on securities available for sale
1
|
655
|
|
|
791
|
|
|
816
|
|
|||
Trading account interest and other
|
65
|
|
|
78
|
|
|
90
|
|
|||
Total interest income
|
5,867
|
|
|
6,181
|
|
|
6,343
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Interest on deposits
|
429
|
|
|
624
|
|
|
860
|
|
|||
Interest on long-term debt
|
299
|
|
|
449
|
|
|
580
|
|
|||
Interest on other borrowings
|
37
|
|
|
43
|
|
|
49
|
|
|||
Total interest expense
|
765
|
|
|
1,116
|
|
|
1,489
|
|
|||
Net interest income
|
5,102
|
|
|
5,065
|
|
|
4,854
|
|
|||
Provision for credit losses
|
1,395
|
|
|
1,513
|
|
|
2,651
|
|
|||
Net interest income after provision for credit losses
|
3,707
|
|
|
3,552
|
|
|
2,203
|
|
|||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
676
|
|
|
685
|
|
|
760
|
|
|||
Other charges and fees
|
478
|
|
|
507
|
|
|
534
|
|
|||
Card fees
|
240
|
|
|
371
|
|
|
376
|
|
|||
Trust and investment management income
|
512
|
|
|
531
|
|
|
503
|
|
|||
Retail investment services
|
241
|
|
|
230
|
|
|
205
|
|
|||
Investment banking income
|
342
|
|
|
317
|
|
|
313
|
|
|||
Trading income
|
211
|
|
|
248
|
|
|
173
|
|
|||
Mortgage production related income/(loss)
|
343
|
|
|
(5
|
)
|
|
127
|
|
|||
Mortgage servicing related income
|
260
|
|
|
224
|
|
|
358
|
|
|||
Net securities gains
2
|
1,974
|
|
|
117
|
|
|
191
|
|
|||
Other noninterest income
|
96
|
|
|
196
|
|
|
189
|
|
|||
Total noninterest income
|
5,373
|
|
|
3,421
|
|
|
3,729
|
|
|||
Noninterest Expense
|
|
|
|
|
|
||||||
Employee compensation
|
2,603
|
|
|
2,494
|
|
|
2,364
|
|
|||
Employee benefits
|
474
|
|
|
382
|
|
|
457
|
|
|||
Outside processing and software
|
710
|
|
|
653
|
|
|
638
|
|
|||
Net occupancy expense
|
359
|
|
|
356
|
|
|
361
|
|
|||
Operating losses
|
277
|
|
|
377
|
|
|
83
|
|
|||
Credit and collection services
|
239
|
|
|
275
|
|
|
279
|
|
|||
Regulatory assessments
|
233
|
|
|
300
|
|
|
265
|
|
|||
Equipment expense
|
188
|
|
|
178
|
|
|
174
|
|
|||
Marketing and customer development
|
184
|
|
|
184
|
|
|
177
|
|
|||
Consulting and legal fees
|
165
|
|
|
120
|
|
|
84
|
|
|||
Other real estate expense
|
140
|
|
|
264
|
|
|
300
|
|
|||
Amortization/impairment of intangible assets/goodwill
|
46
|
|
|
43
|
|
|
51
|
|
|||
Net loss/(gain) on debt extinguishment
|
16
|
|
|
(3
|
)
|
|
70
|
|
|||
Other noninterest expense
|
689
|
|
|
611
|
|
|
608
|
|
|||
Total noninterest expense
|
6,323
|
|
|
6,234
|
|
|
5,911
|
|
|||
Income before provision/(benefit) for income taxes
|
2,757
|
|
|
739
|
|
|
21
|
|
|||
Provision/(benefit) for income taxes
|
773
|
|
|
79
|
|
|
(185
|
)
|
|||
Net income including income attributable to noncontrolling interest
|
1,984
|
|
|
660
|
|
|
206
|
|
|||
Net income attributable to noncontrolling interest
|
26
|
|
|
13
|
|
|
17
|
|
|||
Net income
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
Net income/(loss) available to common shareholders
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
Net income/(loss) per average common share:
|
|
|
|
|
|
||||||
Diluted
|
|
$3.59
|
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
Basic
|
3.62
|
|
|
0.94
|
|
|
(0.18
|
)
|
|||
Dividends declared per common share
|
0.20
|
|
|
0.12
|
|
|
0.04
|
|
|||
Average common shares - diluted
|
538,061
|
|
|
527,618
|
|
|
498,744
|
|
|||
Average common shares - basic
|
534,149
|
|
|
523,995
|
|
|
495,361
|
|
|
For the Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
Components of other comprehensive (loss)/income:
|
|
|
|
|
|
||||||
Change in net unrealized gains on securities, net of tax of ($738), $199, and $213, respectively
|
(1,343
|
)
|
|
337
|
|
|
366
|
|
|||
Change in net unrealized gains on derivatives, net of tax of ($25), $22, and $65, respectively
|
(37
|
)
|
|
37
|
|
|
120
|
|
|||
Change related to employee benefit plans, net of tax of ($35), ($141), and $46, respectively
|
(60
|
)
|
|
(241
|
)
|
|
60
|
|
|||
Total other comprehensive (loss)/income
|
(1,440
|
)
|
|
133
|
|
|
546
|
|
|||
Total comprehensive income
|
|
$518
|
|
|
|
$780
|
|
|
|
$735
|
|
|
As of December 31
|
||||||
(Dollars in millions and shares in thousands)
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$7,134
|
|
|
|
$3,696
|
|
Federal funds sold and securities borrowed or purchased under agreements to resell
|
1,101
|
|
|
792
|
|
||
Interest-bearing deposits in other banks
|
22
|
|
|
21
|
|
||
Cash and cash equivalents
|
8,257
|
|
|
4,509
|
|
||
Trading assets (including encumbered securities of $727 and $770 as of December 31, 2012 and 2011, respectively)
|
6,049
|
|
|
6,279
|
|
||
Securities available for sale
|
21,953
|
|
|
28,117
|
|
||
Loans held for sale
1
(loans at fair value: $3,243 and $2,141 as of December 31, 2012 and 2011, respectively)
|
3,399
|
|
|
2,353
|
|
||
Loans
2
(loans at fair value: $379 and $433 as of December 31, 2012 and 2011, respectively)
|
121,470
|
|
|
122,495
|
|
||
Allowance for loan and lease losses
|
(2,174
|
)
|
|
(2,457
|
)
|
||
Net loans
|
119,296
|
|
|
120,038
|
|
||
Premises and equipment
|
1,564
|
|
|
1,564
|
|
||
Goodwill
|
6,369
|
|
|
6,344
|
|
||
Other intangible assets (MSRs at fair value: $899 and $921 as of December 31, 2012 and 2011, respectively)
|
956
|
|
|
1,017
|
|
||
Other real estate owned
|
264
|
|
|
479
|
|
||
Other assets
|
5,335
|
|
|
6,159
|
|
||
Total assets
|
|
$173,442
|
|
|
|
$176,859
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Noninterest-bearing consumer and commercial deposits
|
|
$39,481
|
|
|
|
$34,359
|
|
Interest-bearing consumer and commercial deposits
|
90,699
|
|
|
91,252
|
|
||
Total consumer and commercial deposits
|
130,180
|
|
|
125,611
|
|
||
Brokered time deposits (CDs at fair value: $832 and $1,018 as of December 31, 2012 and 2011, respectively)
|
2,136
|
|
|
2,281
|
|
||
Foreign deposits
|
—
|
|
|
30
|
|
||
Total deposits
|
132,316
|
|
|
127,922
|
|
||
Funds purchased
|
617
|
|
|
839
|
|
||
Securities sold under agreements to repurchase
|
1,574
|
|
|
1,644
|
|
||
Other short-term borrowings
|
3,303
|
|
|
8,983
|
|
||
Long-term debt
3
(debt at fair value: $1,622 and $1,997 as of December 31, 2012 and 2011, respectively)
|
9,357
|
|
|
10,908
|
|
||
Trading liabilities
|
1,161
|
|
|
1,806
|
|
||
Other liabilities
|
4,129
|
|
|
4,691
|
|
||
Total liabilities
|
152,457
|
|
|
156,793
|
|
||
Preferred stock, no par value
|
725
|
|
|
275
|
|
||
Common stock, $1.00 par value
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
9,174
|
|
|
9,306
|
|
||
Retained earnings
|
10,817
|
|
|
8,978
|
|
||
Treasury stock, at cost, and other
4
|
(590
|
)
|
|
(792
|
)
|
||
Accumulated other comprehensive income, net of tax
|
309
|
|
|
1,749
|
|
||
Total shareholders’ equity
|
20,985
|
|
|
20,066
|
|
||
Total liabilities and shareholders’ equity
|
|
$173,442
|
|
|
|
$176,859
|
|
|
|
|
|
||||
Common shares outstanding
|
538,959
|
|
|
536,967
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
7
|
|
|
3
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
10,962
|
|
|
12,954
|
|
||
1
Includes loans held for sale, at fair value, of consolidated VIEs
|
|
$319
|
|
|
|
$315
|
|
2
Includes loans of consolidated VIEs
|
365
|
|
|
3,322
|
|
||
3
Includes debt of consolidated VIEs ($286 and $289 at fair value as of December 31, 2012 and 2011, respectively)
|
666
|
|
|
722
|
|
||
4
Includes noncontrolling interest held
|
114
|
|
|
107
|
|
(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
2
|
|
Total
|
|||||||||||||||
Balance, January 1, 2010
|
|
$4,917
|
|
|
499
|
|
|
|
$515
|
|
|
|
$8,521
|
|
|
|
$8,563
|
|
|
|
($1,055
|
)
|
|
|
$1,070
|
|
|
|
$22,531
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|
546
|
|
|||||||
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
133
|
|
|||||||
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
|
|
|||||||
Exercise 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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Common stock dividends, $0.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||||||
Preferred stock dividends, $4,052 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Issuance of preferred stock
|
450
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
65
|
|
|
—
|
|
|
21
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
(63
|
)
|
|
—
|
|
|
69
|
|
|
—
|
|
|
6
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
31
|
|
|
—
|
|
|
18
|
|
|||||||
Balance, December 31, 2012
|
|
$725
|
|
|
539
|
|
|
|
$550
|
|
|
|
$9,174
|
|
|
|
$10,817
|
|
|
|
($590
|
)
|
|
|
$309
|
|
|
|
$20,985
|
|
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income including income attributable to noncontrolling interest
|
|
$1,984
|
|
|
|
$660
|
|
|
|
$206
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
757
|
|
|
760
|
|
|
803
|
|
|||
Goodwill impairment
|
7
|
|
|
—
|
|
|
—
|
|
|||
Origination of mortgage servicing rights
|
(336
|
)
|
|
(224
|
)
|
|
(289
|
)
|
|||
Provisions for credit losses and foreclosed property
|
1,535
|
|
|
1,664
|
|
|
2,831
|
|
|||
Mortgage repurchase provision
|
713
|
|
|
502
|
|
|
456
|
|
|||
Deferred income tax expense/(benefit)
|
194
|
|
|
83
|
|
|
(171
|
)
|
|||
Stock option compensation and amortization of restricted stock compensation
|
35
|
|
|
44
|
|
|
66
|
|
|||
Net loss/(gain) on extinguishment of debt
|
16
|
|
|
(3
|
)
|
|
70
|
|
|||
Net securities gains
|
(1,974
|
)
|
|
(117
|
)
|
|
(191
|
)
|
|||
Net gain on sale of loans held for sale, loans, and other assets
|
(1,063
|
)
|
|
(408
|
)
|
|
(597
|
)
|
|||
Gain on pension curtailment
|
—
|
|
|
(88
|
)
|
|
—
|
|
|||
Net decrease in loans held for sale
|
194
|
|
|
2,234
|
|
|
1,003
|
|
|||
Net decrease/(increase) in other assets
|
974
|
|
|
(497
|
)
|
|
(341
|
)
|
|||
Net (decrease)/increase in other liabilities
|
(1,026
|
)
|
|
18
|
|
|
372
|
|
|||
Net cash provided by operating activities
|
2,010
|
|
|
4,628
|
|
|
4,218
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
7,371
|
|
|
5,557
|
|
|
5,597
|
|
|||
Proceeds from sales of securities available for sale
|
4,300
|
|
|
12,557
|
|
|
17,465
|
|
|||
Purchases of securities available for sale
|
(5,814
|
)
|
|
(18,872
|
)
|
|
(20,920
|
)
|
|||
Proceeds from maturities, calls, and paydowns of trading securities
|
3
|
|
|
139
|
|
|
99
|
|
|||
Proceeds from sales of trading securities
|
—
|
|
|
102
|
|
|
132
|
|
|||
Net increase in loans, including purchases of loans
|
(6,400
|
)
|
|
(11,034
|
)
|
|
(4,566
|
)
|
|||
Proceeds from sales of loans
|
4,916
|
|
|
747
|
|
|
936
|
|
|||
Capital expenditures
|
(206
|
)
|
|
(131
|
)
|
|
(252
|
)
|
|||
Payments related to acquisitions, including contingent consideration
|
(12
|
)
|
|
(24
|
)
|
|
(10
|
)
|
|||
Proceeds from the sale of other real estate owned and other assets
|
585
|
|
|
628
|
|
|
800
|
|
|||
Net cash provided by/(used in) investing activities
|
4,743
|
|
|
(10,331
|
)
|
|
(719
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net increase in total deposits
|
4,394
|
|
|
4,878
|
|
|
1,182
|
|
|||
Net (decrease)/increase in funds purchased, securities sold under agreements
to repurchase, and other short-term borrowings
|
(5,972
|
)
|
|
6,650
|
|
|
(1,295
|
)
|
|||
Proceeds from the issuance of long-term debt
|
4,000
|
|
|
1,749
|
|
|
500
|
|
|||
Repayment of long-term debt
|
(5,772
|
)
|
|
(4,571
|
)
|
|
(5,246
|
)
|
|||
Proceeds from the issuance of common stock
|
—
|
|
|
1,017
|
|
|
—
|
|
|||
Proceeds from the issuance of preferred stock
|
438
|
|
|
103
|
|
|
—
|
|
|||
Repurchase of preferred stock
|
—
|
|
|
(4,850
|
)
|
|
—
|
|
|||
Purchase of outstanding warrants
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Common and preferred dividends paid
|
(119
|
)
|
|
(131
|
)
|
|
(259
|
)
|
|||
Stock option activity
|
26
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/provided by financing activities
|
(3,005
|
)
|
|
4,834
|
|
|
(5,118
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
3,748
|
|
|
(869
|
)
|
|
(1,619
|
)
|
|||
Cash and cash equivalents at beginning of period
|
4,509
|
|
|
5,378
|
|
|
6,997
|
|
|||
Cash and cash equivalents at end of period
|
|
$8,257
|
|
|
|
$4,509
|
|
|
|
$5,378
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$774
|
|
|
|
$1,138
|
|
|
|
$1,537
|
|
Income taxes paid
|
607
|
|
|
68
|
|
|
33
|
|
|||
Income taxes refunded
|
(1
|
)
|
|
(1
|
)
|
|
(435
|
)
|
|||
Loans transferred from loans held for sale to loans
|
71
|
|
|
63
|
|
|
213
|
|
|||
Loans transferred from loans to loans held for sale
|
3,695
|
|
|
754
|
|
|
346
|
|
|||
Loans transferred from loans and loans held for sale to other real estate owned
|
399
|
|
|
725
|
|
|
1,063
|
|
|||
Amortization of deferred gain on sale/leaseback of premises
|
67
|
|
|
59
|
|
|
59
|
|
|||
Accretion of discount for preferred stock issued to the U.S. Treasury
|
—
|
|
|
80
|
|
|
25
|
|
|||
Total assets of newly consolidated VIEs during 2010
|
—
|
|
|
—
|
|
|
2,541
|
|
•
|
Level 1 – Assets or liabilities valued using unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date, such as publicly-traded instruments or futures contracts.
|
•
|
Level 2 – Assets and liabilities valued based on observable market data for similar instruments.
|
•
|
Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market; instruments valued based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require.
|
(Dollars in millions)
|
|
Date
|
|
Cash or other
consideration
(paid)/ received
|
|
Goodwill
|
|
Other Intangibles
|
|
Gain
|
|
Comments
|
||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of assets of FirstAgain, LLC
|
|
6/22/2012
|
|
|
($12
|
)
|
|
|
$32
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Goodwill recorded is tax-deductible.
|
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
|
|
|
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Federal funds
|
|
$29
|
|
|
|
$—
|
|
Securities borrowed
|
155
|
|
|
—
|
|
||
Resell agreements
|
917
|
|
|
792
|
|
||
Total federal funds sold and securities borrowed or purchased under agreements to resell
|
|
$1,101
|
|
|
|
$792
|
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Trading Assets:
|
|
|
|
||||
U.S. Treasury securities
|
|
$111
|
|
|
|
$144
|
|
Federal agency securities
|
462
|
|
|
478
|
|
||
U.S. states and political subdivisions
|
34
|
|
|
54
|
|
||
MBS - agency
|
432
|
|
|
412
|
|
||
CDO/CLO securities
|
55
|
|
|
45
|
|
||
ABS
|
36
|
|
|
37
|
|
||
Corporate and other debt securities
|
567
|
|
|
345
|
|
||
CP
|
28
|
|
|
229
|
|
||
Equity securities
|
100
|
|
|
91
|
|
||
Derivatives
1
|
1,905
|
|
|
2,414
|
|
||
Trading loans
2
|
2,319
|
|
|
2,030
|
|
||
Total trading assets
|
|
$6,049
|
|
|
|
$6,279
|
|
Trading Liabilities:
|
|
|
|
||||
U.S. Treasury securities
|
|
$582
|
|
|
|
$569
|
|
Corporate and other debt securities
|
173
|
|
|
77
|
|
||
Equity securities
|
9
|
|
|
37
|
|
||
Derivatives
1
|
397
|
|
|
1,123
|
|
||
Total trading liabilities
|
|
$1,161
|
|
|
|
$1,806
|
|
|
December 31, 2012
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$212
|
|
|
|
$10
|
|
|
|
$—
|
|
|
|
$222
|
|
Federal agency securities
|
1,987
|
|
|
85
|
|
|
3
|
|
|
2,069
|
|
||||
U.S. states and political subdivisions
|
310
|
|
|
15
|
|
|
5
|
|
|
320
|
|
||||
MBS - agency
|
17,416
|
|
|
756
|
|
|
3
|
|
|
18,169
|
|
||||
MBS - private
|
205
|
|
|
4
|
|
|
—
|
|
|
209
|
|
||||
ABS
|
214
|
|
|
5
|
|
|
3
|
|
|
216
|
|
||||
Corporate and other debt securities
|
42
|
|
|
4
|
|
|
—
|
|
|
46
|
|
||||
Other equity securities
1
|
701
|
|
|
1
|
|
|
—
|
|
|
702
|
|
||||
Total securities AFS
|
|
$21,087
|
|
|
|
$880
|
|
|
|
$14
|
|
|
|
$21,953
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Taxable interest
|
|
$579
|
|
|
|
$688
|
|
|
|
$709
|
|
Tax-exempt interest
|
15
|
|
|
21
|
|
|
31
|
|
|||
Dividends
1
|
61
|
|
|
82
|
|
|
76
|
|
|||
Total interest and dividends
|
|
$655
|
|
|
|
$791
|
|
|
|
$816
|
|
|
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
|
|
$11
|
|
|
|
$201
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$212
|
|
Federal agency securities
|
130
|
|
|
1,381
|
|
|
340
|
|
|
136
|
|
|
1,987
|
|
|||||
U.S. states and political subdivisions
|
91
|
|
|
152
|
|
|
19
|
|
|
48
|
|
|
310
|
|
|||||
MBS - agency
|
980
|
|
|
12,875
|
|
|
3,006
|
|
|
555
|
|
|
17,416
|
|
|||||
MBS - private
|
—
|
|
|
127
|
|
|
78
|
|
|
—
|
|
|
205
|
|
|||||
ABS
|
112
|
|
|
72
|
|
|
2
|
|
|
28
|
|
|
214
|
|
|||||
Corporate and other debt securities
|
4
|
|
|
16
|
|
|
22
|
|
|
—
|
|
|
42
|
|
|||||
Total debt securities
|
|
$1,328
|
|
|
|
$14,824
|
|
|
|
$3,467
|
|
|
|
$767
|
|
|
|
$20,386
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$11
|
|
|
|
$211
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$222
|
|
Federal agency securities
|
131
|
|
|
1,449
|
|
|
348
|
|
|
141
|
|
|
2,069
|
|
|||||
U.S. states and political subdivisions
|
93
|
|
|
161
|
|
|
20
|
|
|
46
|
|
|
320
|
|
|||||
MBS - agency
|
1,035
|
|
|
13,520
|
|
|
3,051
|
|
|
563
|
|
|
18,169
|
|
|||||
MBS - private
|
—
|
|
|
130
|
|
|
79
|
|
|
—
|
|
|
209
|
|
|||||
ABS
|
113
|
|
|
71
|
|
|
2
|
|
|
30
|
|
|
216
|
|
|||||
Corporate and other debt securities
|
4
|
|
|
19
|
|
|
23
|
|
|
—
|
|
|
46
|
|
|||||
Total debt securities
|
|
$1,387
|
|
|
|
$15,561
|
|
|
|
$3,523
|
|
|
|
$780
|
|
|
|
$21,251
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average yield
1
|
3.15
|
%
|
|
2.98
|
%
|
|
2.33
|
%
|
|
2.83
|
%
|
|
2.87
|
%
|
|
December 31, 2012
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
||||||||||||
Temporarily impaired securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal agency securities
|
|
$298
|
|
|
|
$3
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$298
|
|
|
|
$3
|
|
U.S. states and political subdivisions
|
1
|
|
|
—
|
|
|
24
|
|
|
5
|
|
|
25
|
|
|
5
|
|
||||||
MBS - agency
|
1,212
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1,212
|
|
|
3
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
13
|
|
|
2
|
|
|
13
|
|
|
2
|
|
||||||
Total temporarily impaired securities
|
1,511
|
|
|
6
|
|
|
37
|
|
|
7
|
|
|
1,548
|
|
|
13
|
|
||||||
OTTI securities
1
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABS
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||||
Total OTTI securities
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
3
|
|
|
1
|
|
||||||
Total impaired securities
|
|
$1,511
|
|
|
|
$6
|
|
|
|
$40
|
|
|
|
$8
|
|
|
|
$1,551
|
|
|
|
$14
|
|
|
December 31, 2011
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
||||||||||||
Temporarily impaired securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal agency securities
|
|
$10
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$10
|
|
|
|
$—
|
|
U.S. states and political subdivisions
|
1
|
|
|
—
|
|
|
28
|
|
|
4
|
|
|
29
|
|
|
4
|
|
||||||
MBS - agency
|
224
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
225
|
|
|
—
|
|
||||||
CDO/CLO securities
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
11
|
|
|
5
|
|
|
11
|
|
|
5
|
|
||||||
Total temporarily impaired securities
|
285
|
|
|
—
|
|
|
40
|
|
|
9
|
|
|
325
|
|
|
9
|
|
||||||
OTTI securities
1
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
MBS - private
|
15
|
|
|
1
|
|
|
206
|
|
|
30
|
|
|
221
|
|
|
31
|
|
||||||
ABS
|
1
|
|
|
—
|
|
|
3
|
|
|
2
|
|
|
4
|
|
|
2
|
|
||||||
Total OTTI securities
|
16
|
|
|
1
|
|
|
209
|
|
|
32
|
|
|
225
|
|
|
33
|
|
||||||
Total impaired securities
|
|
$301
|
|
|
|
$1
|
|
|
|
$249
|
|
|
|
$41
|
|
|
|
$550
|
|
|
|
$42
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Gross realized gains
|
|
$1,981
|
|
1
|
|
$210
|
|
|
|
$210
|
|
Gross realized losses
|
—
|
|
|
(87
|
)
|
|
(17
|
)
|
|||
OTTI
|
(7
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Net securities gains
|
|
$1,974
|
|
|
|
$117
|
|
|
|
$191
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
OTTI
1
|
|
|
$1
|
|
|
|
$2
|
|
|
|
$2
|
|
Portion of gains/(losses) recognized in OCI (before taxes)
|
|
6
|
|
|
4
|
|
|
—
|
|
|||
Net impairment losses recognized in earnings
|
|
|
$7
|
|
|
|
$6
|
|
|
|
$2
|
|
|
Year Ended December 31
|
|||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
||||||
Balance, beginning of period
|
|
$25
|
|
|
|
$20
|
|
|
|
$22
|
|
|
Additions:
|
|
|
|
|
|
|
||||||
OTTI credit losses on previously impaired securities
|
7
|
|
|
6
|
|
|
—
|
|
1
|
|||
Reductions:
|
|
|
|
|
|
|
||||||
Increases in expected cash flows recognized over the remaining life of the securities
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
|||
Balance, end of period
|
|
$31
|
|
|
|
$25
|
|
|
|
$20
|
|
|
|
2012
|
|
2011
|
|
2010
|
Default rate
|
2 - 9%
|
|
4 - 8%
|
|
2 - 7%
|
Prepayment rate
|
7 - 21%
|
|
12 - 22%
|
|
14 - 22%
|
Loss severity
|
40 - 56%
|
|
39 - 46%
|
|
37 - 46%
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Commercial loans:
|
|
|
|
||||
Commercial & industrial
|
|
$54,048
|
|
|
|
$49,538
|
|
Commercial real estate
|
4,127
|
|
|
5,094
|
|
||
Commercial construction
|
713
|
|
|
1,240
|
|
||
Total commercial loans
|
58,888
|
|
|
55,872
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
4,252
|
|
|
6,672
|
|
||
Residential mortgages - nonguaranteed
1
|
23,389
|
|
|
23,243
|
|
||
Home equity products
|
14,805
|
|
|
15,765
|
|
||
Residential construction
|
753
|
|
|
980
|
|
||
Total residential loans
|
43,199
|
|
|
46,660
|
|
||
Consumer loans:
|
|
|
|
||||
Guaranteed student loans
|
5,357
|
|
|
7,199
|
|
||
Other direct
|
2,396
|
|
|
2,059
|
|
||
Indirect
|
10,998
|
|
|
10,165
|
|
||
Credit cards
|
632
|
|
|
540
|
|
||
Total consumer loans
|
19,383
|
|
|
19,963
|
|
||
LHFI
2
|
|
$121,470
|
|
|
|
$122,495
|
|
LHFS
|
|
$3,399
|
|
|
|
$2,353
|
|
|
Commercial Loans
|
||||||||||||||||||||||
|
Commercial & industrial
|
|
Commercial real estate
|
|
Commercial construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
||||||||||||
Credit rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$52,292
|
|
|
|
$47,683
|
|
|
|
$3,564
|
|
|
|
$3,845
|
|
|
|
$506
|
|
|
|
$581
|
|
Criticized accruing
|
1,562
|
|
|
1,507
|
|
|
497
|
|
|
961
|
|
|
173
|
|
|
369
|
|
||||||
Criticized nonaccruing
|
194
|
|
|
348
|
|
|
66
|
|
|
288
|
|
|
34
|
|
|
290
|
|
||||||
Total
|
|
$54,048
|
|
|
|
$49,538
|
|
|
|
$4,127
|
|
|
|
$5,094
|
|
|
|
$713
|
|
|
|
$1,240
|
|
|
Residential Loans
1
|
||||||||||||||||||||||
|
Residential mortgages -
nonguaranteed
|
|
Home equity products
|
|
Residential construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$17,410
|
|
|
|
$16,139
|
|
|
|
$11,339
|
|
|
|
$11,084
|
|
|
|
$561
|
|
|
|
$661
|
|
620 - 699
|
3,850
|
|
|
4,132
|
|
|
2,297
|
|
|
2,903
|
|
|
123
|
|
|
202
|
|
||||||
Below 620
2
|
2,129
|
|
|
2,972
|
|
|
1,169
|
|
|
1,778
|
|
|
69
|
|
|
117
|
|
||||||
Total
|
|
$23,389
|
|
|
|
$23,243
|
|
|
|
$14,805
|
|
|
|
$15,765
|
|
|
|
$753
|
|
|
|
$980
|
|
|
Consumer Loans
3
|
||||||||||||||||||||||
|
Other direct
|
|
Indirect
|
|
Credit cards
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
|
December 31,
2012 |
|
December 31, 2011
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$1,980
|
|
|
|
$1,614
|
|
|
|
$8,300
|
|
|
|
$7,397
|
|
|
|
$435
|
|
|
|
$347
|
|
620 - 699
|
350
|
|
|
359
|
|
|
2,038
|
|
|
1,990
|
|
|
152
|
|
|
142
|
|
||||||
Below 620
2
|
66
|
|
|
86
|
|
|
660
|
|
|
778
|
|
|
45
|
|
|
51
|
|
||||||
Total
|
|
$2,396
|
|
|
|
$2,059
|
|
|
|
$10,998
|
|
|
|
$10,165
|
|
|
|
$632
|
|
|
|
$540
|
|
|
2012
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
|
$53,747
|
|
|
|
$81
|
|
|
|
$26
|
|
|
|
$194
|
|
|
|
$54,048
|
|
Commercial real estate
|
4,050
|
|
|
11
|
|
|
—
|
|
|
66
|
|
|
4,127
|
|
|||||
Commercial construction
|
679
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
713
|
|
|||||
Total commercial loans
|
58,476
|
|
|
92
|
|
|
26
|
|
|
294
|
|
|
58,888
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
3,523
|
|
|
39
|
|
|
690
|
|
|
—
|
|
|
4,252
|
|
|||||
Residential mortgages - nonguaranteed
1
|
22,401
|
|
|
192
|
|
|
21
|
|
|
775
|
|
|
23,389
|
|
|||||
Home equity products
|
14,314
|
|
|
149
|
|
|
1
|
|
|
341
|
|
|
14,805
|
|
|||||
Residential construction
|
625
|
|
|
15
|
|
|
1
|
|
|
112
|
|
|
753
|
|
|||||
Total residential loans
|
40,863
|
|
|
395
|
|
|
713
|
|
|
1,228
|
|
|
43,199
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
4,769
|
|
|
556
|
|
|
32
|
|
|
—
|
|
|
5,357
|
|
|||||
Other direct
|
2,372
|
|
|
15
|
|
|
3
|
|
|
6
|
|
|
2,396
|
|
|||||
Indirect
|
10,909
|
|
|
68
|
|
|
2
|
|
|
19
|
|
|
10,998
|
|
|||||
Credit cards
|
619
|
|
|
7
|
|
|
6
|
|
|
—
|
|
|
632
|
|
|||||
Total consumer loans
|
18,669
|
|
|
646
|
|
|
43
|
|
|
25
|
|
|
19,383
|
|
|||||
Total LHFI
|
|
$118,008
|
|
|
|
$1,133
|
|
|
|
$782
|
|
|
|
$1,547
|
|
|
|
$121,470
|
|
|
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
|
|
|
As of December 31, 2012
|
|
Year Ended December 31, 2012
|
||||||||||||||||
(Dollars in millions)
|
Unpaid
Principal
Balance
|
|
Amortized
Cost
1
|
|
Related
Allowance
|
|
Average
Amortized
Cost
|
|
Interest
Income
Recognized
2
|
||||||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
|
$59
|
|
|
|
$40
|
|
|
|
$—
|
|
|
|
$48
|
|
|
|
$1
|
|
Commercial real estate
|
6
|
|
|
5
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|||||
Commercial construction
|
45
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|
1
|
|
|||||
Total commercial loans
|
110
|
|
|
90
|
|
|
—
|
|
|
102
|
|
|
2
|
|
|||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
46
|
|
|
38
|
|
|
6
|
|
|
51
|
|
|
1
|
|
|||||
Commercial real estate
|
15
|
|
|
7
|
|
|
1
|
|
|
9
|
|
|
—
|
|
|||||
Commercial construction
|
5
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total commercial loans
|
66
|
|
|
48
|
|
|
7
|
|
|
64
|
|
|
1
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
2,346
|
|
|
2,046
|
|
|
234
|
|
|
2,063
|
|
|
83
|
|
|||||
Home equity products
|
661
|
|
|
612
|
|
|
88
|
|
|
627
|
|
|
26
|
|
|||||
Residential construction
|
259
|
|
|
201
|
|
|
26
|
|
|
209
|
|
|
10
|
|
|||||
Total residential loans
|
3,266
|
|
|
2,859
|
|
|
348
|
|
|
2,899
|
|
|
119
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other direct
|
14
|
|
|
14
|
|
|
2
|
|
|
15
|
|
|
1
|
|
|||||
Indirect
|
46
|
|
|
46
|
|
|
2
|
|
|
50
|
|
|
2
|
|
|||||
Credit cards
|
21
|
|
|
21
|
|
|
5
|
|
|
24
|
|
|
2
|
|
|||||
Total consumer loans
|
81
|
|
|
81
|
|
|
9
|
|
|
89
|
|
|
5
|
|
|||||
Total impaired loans
|
|
$3,523
|
|
|
|
$3,078
|
|
|
|
$364
|
|
|
|
$3,154
|
|
|
|
$127
|
|
|
As of December 31, 2011
|
|
Year Ended December 31, 2011
|
||||||||||||||||
(Dollars in millions)
|
Unpaid
Principal
Balance
|
|
Amortized
Cost
1
|
|
Related
Allowance
|
|
Average
Amortized
Cost
|
|
Interest
Income
Recognized
2
|
||||||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
|
$93
|
|
|
|
$73
|
|
|
|
$—
|
|
|
|
$109
|
|
|
|
$3
|
|
Commercial real estate
|
58
|
|
|
50
|
|
|
—
|
|
|
56
|
|
|
1
|
|
|||||
Commercial construction
|
45
|
|
|
40
|
|
|
—
|
|
|
47
|
|
|
1
|
|
|||||
Total commercial loans
|
196
|
|
|
163
|
|
|
—
|
|
|
212
|
|
|
5
|
|
|||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial & industrial
|
76
|
|
|
67
|
|
|
9
|
|
|
68
|
|
|
1
|
|
|||||
Commercial real estate
|
111
|
|
|
82
|
|
|
15
|
|
|
103
|
|
|
2
|
|
|||||
Commercial construction
|
132
|
|
|
100
|
|
|
10
|
|
|
121
|
|
|
2
|
|
|||||
Total commercial loans
|
319
|
|
|
249
|
|
|
34
|
|
|
292
|
|
|
5
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
2,797
|
|
|
2,405
|
|
|
293
|
|
|
2,451
|
|
|
88
|
|
|||||
Home equity products
|
553
|
|
|
515
|
|
|
86
|
|
|
528
|
|
|
23
|
|
|||||
Residential construction
|
246
|
|
|
221
|
|
|
26
|
|
|
229
|
|
|
8
|
|
|||||
Total residential loans
|
3,596
|
|
|
3,141
|
|
|
405
|
|
|
3,208
|
|
|
119
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other direct
|
12
|
|
|
12
|
|
|
1
|
|
|
13
|
|
|
1
|
|
|||||
Credit cards
|
27
|
|
|
27
|
|
|
8
|
|
|
26
|
|
|
2
|
|
|||||
Total consumer loans
|
39
|
|
|
39
|
|
|
9
|
|
|
39
|
|
|
3
|
|
|||||
Total impaired loans
|
|
$4,150
|
|
|
|
$3,592
|
|
|
|
$448
|
|
|
|
$3,751
|
|
|
|
$132
|
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Nonaccrual/NPLs:
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
Commercial & industrial
|
|
$194
|
|
|
|
$348
|
|
Commercial real estate
|
66
|
|
|
288
|
|
||
Commercial construction
|
34
|
|
|
290
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
775
|
|
|
1,392
|
|
||
Home equity products
|
341
|
|
|
338
|
|
||
Residential construction
|
112
|
|
|
220
|
|
||
Consumer loans:
|
|
|
|
||||
Other direct
|
6
|
|
|
7
|
|
||
Indirect
|
19
|
|
|
20
|
|
||
Total nonaccrual/NPLs
|
1,547
|
|
|
2,903
|
|
||
OREO
1
|
264
|
|
|
479
|
|
||
Other repossessed assets
|
9
|
|
|
10
|
|
||
Nonperforming LHFS
|
37
|
|
|
—
|
|
||
Total nonperforming assets
|
|
$1,857
|
|
|
|
$3,392
|
|
|
2012
1
|
||||||||||||||||
(Dollars in millions)
|
Number of Loans Modified
|
|
Principal
Forgiveness
2
|
|
Rate
Modification
3
|
|
Term Extension and/or Other Concessions
4
|
|
Total
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial & industrial
|
358
|
|
|
$5
|
|
|
|
$4
|
|
|
|
$23
|
|
|
|
$32
|
|
Commercial real estate
|
33
|
|
20
|
|
|
7
|
|
|
6
|
|
|
33
|
|
||||
Commercial construction
|
16
|
|
4
|
|
|
—
|
|
|
14
|
|
|
18
|
|
||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgages - nonguaranteed
|
2,804
|
|
—
|
|
|
72
|
|
|
125
|
|
|
197
|
|
||||
Home equity products
|
3,790
|
|
—
|
|
|
110
|
|
|
91
|
|
|
201
|
|
||||
Residential construction
|
564
|
|
—
|
|
|
1
|
|
|
73
|
|
|
74
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Other direct
|
127
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||
Indirect
|
2,803
|
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
||||
Credit cards
|
1,421
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||
Total TDRs
|
11,916
|
|
|
$29
|
|
|
|
$202
|
|
|
|
$385
|
|
|
|
$616
|
|
|
2011
1
|
||||||||||||||||
(Dollars in millions)
|
Number of Loans Modified
|
|
Principal
Forgiveness
2
|
|
Rate
Modification
3
|
|
Term Extension and/or Other Concessions
|
|
Total
|
||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial & industrial
|
510
|
|
|
$28
|
|
|
|
$45
|
|
|
|
$55
|
|
|
|
$128
|
|
Commercial real estate
|
43
|
|
40
|
|
|
26
|
|
|
22
|
|
|
88
|
|
||||
Commercial construction
|
102
|
|
38
|
|
|
8
|
|
|
97
|
|
|
143
|
|
||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgages - nonguaranteed
|
967
|
|
—
|
|
|
233
|
|
|
16
|
|
|
249
|
|
||||
Home equity products
|
1,737
|
|
—
|
|
|
134
|
|
|
6
|
|
|
140
|
|
||||
Residential construction
|
367
|
|
—
|
|
|
17
|
|
|
36
|
|
|
53
|
|
||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||
Other direct
|
78
|
|
—
|
|
|
1
|
|
|
3
|
|
|
4
|
|
||||
Credit cards
|
2,468
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||
Total TDRs
|
6,272
|
|
|
$106
|
|
|
|
$478
|
|
|
|
$235
|
|
|
|
$819
|
|
|
Year Ended December 31, 2012
1
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
Commercial & industrial
|
84
|
|
|
$5
|
|
Commercial real estate
|
9
|
|
5
|
|
|
Commercial construction
|
10
|
|
7
|
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
141
|
|
20
|
|
|
Home equity products
|
164
|
|
11
|
|
|
Residential construction
|
24
|
|
3
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
4
|
|
—
|
|
|
Indirect
|
43
|
|
—
|
|
|
Credit cards
|
204
|
|
1
|
|
|
Total TDRs
|
683
|
|
|
$52
|
|
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Provision for loan losses
|
1,398
|
|
|
1,523
|
|
|
2,708
|
|
|||
Allowance recorded upon VIE consolidation
|
—
|
|
|
—
|
|
|
1
|
|
|||
Benefit for unfunded commitments
|
(3
|
)
|
|
(10
|
)
|
|
(57
|
)
|
|||
Loan charge-offs
|
(1,907
|
)
|
|
(2,241
|
)
|
|
(3,018
|
)
|
|||
Loan recoveries
|
226
|
|
|
201
|
|
|
163
|
|
|||
Balance at end of period
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
Unfunded commitments reserve
1
|
45
|
|
|
48
|
|
|
58
|
|
|||
Allowance for credit losses
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
2012
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance at beginning of period
|
|
$964
|
|
|
|
$1,354
|
|
|
|
$139
|
|
|
|
$2,457
|
|
Provision for loan losses
|
241
|
|
|
1,062
|
|
|
95
|
|
|
1,398
|
|
||||
Loan charge-offs
|
(457
|
)
|
|
(1,316
|
)
|
|
(134
|
)
|
|
(1,907
|
)
|
||||
Loan recoveries
|
154
|
|
|
31
|
|
|
41
|
|
|
226
|
|
||||
Balance at end of period
|
|
$902
|
|
|
|
$1,131
|
|
|
|
$141
|
|
|
|
$2,174
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
2012
|
||||||||||||||||||||||||||||||
|
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
|
|
$138
|
|
|
|
$7
|
|
|
|
$2,859
|
|
|
|
$348
|
|
|
|
$81
|
|
|
|
$9
|
|
|
|
$3,078
|
|
|
|
$364
|
|
Collectively evaluated
|
58,750
|
|
|
895
|
|
|
39,961
|
|
|
783
|
|
|
19,302
|
|
|
132
|
|
|
118,013
|
|
|
1,810
|
|
||||||||
Total evaluated
|
58,888
|
|
|
902
|
|
|
42,820
|
|
|
1,131
|
|
|
19,383
|
|
|
141
|
|
|
121,091
|
|
|
2,174
|
|
||||||||
LHFI at fair value
|
—
|
|
|
—
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
379
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$58,888
|
|
|
|
$902
|
|
|
|
$43,199
|
|
|
|
$1,131
|
|
|
|
$19,383
|
|
|
|
$141
|
|
|
|
$121,470
|
|
|
|
$2,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
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
|
|
(Dollars in millions)
|
Useful Life
|
|
2012
|
|
2011
|
||||
Land
|
Indefinite
|
|
|
$349
|
|
|
|
$358
|
|
Buildings and improvements
|
2 - 40 years
|
|
1,041
|
|
|
1,033
|
|
||
Leasehold improvements
|
1 - 30 years
|
|
622
|
|
|
580
|
|
||
Furniture and equipment
|
1 - 20 years
|
|
1,357
|
|
|
1,322
|
|
||
Construction in progress
|
|
|
111
|
|
|
105
|
|
||
Total premises and equipment
|
|
|
3,480
|
|
|
3,398
|
|
||
Less accumulated depreciation and amortization
|
|
|
1,916
|
|
|
1,834
|
|
||
Premises and equipment, net
|
|
|
|
$1,564
|
|
|
|
$1,564
|
|
(Dollars in millions)
|
Operating
Leases
|
|
Capital
Leases
|
||||
2013
|
|
$214
|
|
|
|
$2
|
|
2014
|
202
|
|
|
2
|
|
||
2015
|
185
|
|
|
2
|
|
||
2016
|
177
|
|
|
2
|
|
||
2017
|
154
|
|
|
2
|
|
||
Thereafter
|
377
|
|
|
5
|
|
||
Total minimum lease payments
|
|
$1,309
|
|
|
15
|
|
|
Amounts representing interest
|
|
|
4
|
|
|||
Present value of net minimum lease payments
|
|
|
|
$11
|
|
(Dollars in millions)
|
Retail
Banking |
|
Diversified
Commercial Banking |
|
CIB
|
|
W&IM
|
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Total
|
||||||||||||||
Balance, January 1, 2012
|
|
$4,854
|
|
|
|
$928
|
|
|
|
$180
|
|
|
|
$382
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$6,344
|
|
Acquisition of assets of FirstAgain, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||
Intersegment transfers
|
(4,854
|
)
|
|
(928
|
)
|
|
(180
|
)
|
|
(382
|
)
|
|
3,930
|
|
|
2,414
|
|
|
—
|
|
|||||||
Impairment of GenSpring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||||
Balance, December 31, 2012
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3,955
|
|
|
|
$2,414
|
|
|
|
$6,369
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
(Dollars in millions)
|
Core Deposit
Intangibles |
|
MSRs -
Fair Value |
|
Other
|
|
Total
|
||||||||
Balance, January 1, 2012
|
|
$38
|
|
|
|
$921
|
|
|
|
$58
|
|
|
|
$1,017
|
|
Amortization
|
(21
|
)
|
|
—
|
|
|
(18
|
)
|
|
(39
|
)
|
||||
MSRs originated
|
—
|
|
|
336
|
|
|
—
|
|
|
336
|
|
||||
Changes in fair value:
|
|
|
|
|
|
|
|
||||||||
Due to changes in inputs and assumptions
1
|
—
|
|
|
(112
|
)
|
|
—
|
|
|
(112
|
)
|
||||
Other changes in fair value
2
|
—
|
|
|
(241
|
)
|
|
—
|
|
|
(241
|
)
|
||||
Sale of MSRs
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||
Balance, December 31, 2012
|
|
$17
|
|
|
|
$899
|
|
|
|
$40
|
|
|
|
$956
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
(Dollars in millions)
|
Core Deposit
Intangibles
|
|
Other
|
|
Total
|
||||||
2013
|
|
$13
|
|
|
|
$10
|
|
|
|
$23
|
|
2014
|
4
|
|
|
8
|
|
|
12
|
|
|||
2015
|
—
|
|
|
7
|
|
|
7
|
|
|||
2016
|
—
|
|
|
4
|
|
|
4
|
|
|||
2017
|
—
|
|
|
4
|
|
|
4
|
|
|||
Thereafter
|
—
|
|
|
7
|
|
|
7
|
|
|||
Total
|
|
$17
|
|
|
|
$40
|
|
|
|
$57
|
|
(Dollars in millions)
|
December 31, 2012
|
|
December 31, 2011
|
||||
Fair value of retained MSRs
|
|
$899
|
|
|
|
$921
|
|
Prepayment rate assumption (annual)
|
16
|
%
|
|
20
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$50
|
|
|
|
$52
|
|
Decline in fair value from 20% adverse change
|
95
|
|
|
98
|
|
||
Discount rate (annual)
|
11
|
%
|
|
11
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$37
|
|
|
|
$33
|
|
Decline in fair value from 20% adverse change
|
70
|
|
|
63
|
|
||
Weighted-average life (in years)
|
4.9
|
|
|
4.3
|
|
||
Weighted-average coupon
|
4.8
|
%
|
|
5.2
|
%
|
|
|
|
|
|
|
||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows on interests held
1
:
|
|
|
|
|
|
||||||
Residential Mortgage Loans
|
|
$27
|
|
|
|
$48
|
|
|
|
$66
|
|
Commercial and Corporate Loans
|
1
|
|
|
1
|
|
|
4
|
|
|||
Student Loans
|
—
|
|
|
—
|
|
|
8
|
|
|||
CDO Securities
|
2
|
|
|
2
|
|
|
2
|
|
|||
Total cash flows on interests held
|
|
$30
|
|
|
|
$51
|
|
|
|
$80
|
|
Servicing or management fees
1
:
|
|
|
|
|
|
||||||
Residential Mortgage Loans
|
|
$3
|
|
|
|
$3
|
|
|
|
$4
|
|
Commercial and Corporate Loans
|
10
|
|
|
10
|
|
|
12
|
|
|||
Student Loans
|
—
|
|
|
—
|
|
|
|
$1
|
|
||
Total servicing or management fees
|
|
$13
|
|
|
|
$13
|
|
|
|
$17
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||||||||
(Dollars in millions)
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
FHLB advances
|
|
$1,500
|
|
|
0.34
|
%
|
|
|
$7,000
|
|
|
0.14
|
%
|
Master notes
|
1,512
|
|
|
0.30
|
|
|
1,710
|
|
|
0.40
|
|
||
Dealer collateral
|
282
|
|
|
0.17
|
|
|
265
|
|
|
various
|
|
||
Other
|
9
|
|
|
2.70
|
|
|
8
|
|
|
2.70
|
|
||
Total other short-term borrowings
|
|
$3,303
|
|
|
|
|
|
$8,983
|
|
|
|
(Dollars in millions)
|
2012
|
|
2011
|
|
Interest Rates
|
|
Maturities
|
||||
Parent Company Only
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
1
|
|
$2,270
|
|
|
|
$2,719
|
|
|
1.00% - 6.00%
|
|
2014 - 2028
|
Senior, variable rate
|
152
|
|
|
1,527
|
|
|
0.46 - 4.00
|
|
2013 - 2019
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
|
6.00
|
|
2026
|
||
Junior subordinated, fixed rate
|
—
|
|
|
1,197
|
|
|
6.10 - 7.88
|
|
2036 - 2068
|
||
Junior subordinated, variable rate
|
627
|
|
|
651
|
|
|
0.96 - 1.34
|
|
2027 - 2028
|
||
Total Parent Company debt (excluding intercompany of $160 as of December 31, 2012 and 2011)
|
3,249
|
|
|
6,294
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||||
Subsidiaries
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
2
|
426
|
|
|
350
|
|
|
0.50 - 9.65
|
|
2013 - 2048
|
||
Senior, variable rate
3
|
3,846
|
|
|
2,504
|
|
|
0.41 - 7.50
|
|
2013 - 2037
|
||
Subordinated, fixed rate
4
|
1,336
|
|
|
1,260
|
|
|
5.00 - 7.25
|
|
2015 - 2020
|
||
Subordinated, variable rate
|
500
|
|
|
500
|
|
|
0.60 - 0.66
|
|
2015
|
||
Total subsidiaries debt
|
6,108
|
|
|
4,614
|
|
|
|
|
|
||
Total long-term debt
|
|
$9,357
|
|
|
|
$10,908
|
|
|
|
|
|
|
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Operating lease obligations
|
|
$214
|
|
|
|
$387
|
|
|
|
$331
|
|
|
|
$377
|
|
|
|
$1,309
|
|
Capital lease obligations
1
|
1
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
11
|
|
|||||
Purchase obligations
2
|
96
|
|
|
469
|
|
|
222
|
|
|
—
|
|
|
787
|
|
|||||
Total
|
|
$311
|
|
|
|
$859
|
|
|
|
$556
|
|
|
|
$381
|
|
|
|
$2,107
|
|
(In millions, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
Preferred dividends
|
|
(12
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
(66
|
)
|
|
(267
|
)
|
|||
Accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
|
(15
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Net income/(loss) available to common shareholders
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
Average basic common shares
|
|
534
|
|
|
524
|
|
|
495
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock options
|
|
1
|
|
|
2
|
|
|
1
|
|
|||
Restricted stock
|
|
3
|
|
|
2
|
|
|
3
|
|
|||
Average diluted common shares
|
|
538
|
|
|
528
|
|
|
499
|
|
|||
Net income/(loss) per average common share - diluted
|
|
|
$3.59
|
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
Net income/(loss) per average common share - basic
|
|
|
$3.62
|
|
|
|
$0.94
|
|
|
|
($0.18
|
)
|
|
2012
|
|
2011
|
|||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
|||||
Tier 1 common
|
|
$13,509
|
|
|
10.04
|
%
|
|
$12,254
|
|
9.22
|
%
|
|
Tier 1 capital
|
14,975
|
|
|
11.13
|
|
|
14,490
|
|
|
10.90
|
|
|
Total capital
|
18,131
|
|
|
13.48
|
|
|
18,177
|
|
|
13.67
|
|
|
Tier 1 leverage
|
|
|
8.91
|
|
|
|
|
8.75
|
|
|||
SunTrust Bank
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$15,121
|
|
|
11.38
|
%
|
|
$14,026
|
|
10.70
|
%
|
|
Total capital
|
18,056
|
|
|
13.59
|
|
|
17,209
|
|
|
13.13
|
|
|
Tier 1 leverage
|
|
|
9.23
|
|
|
|
|
8.69
|
|
(Dollars in millions)
|
|
2012
|
|
2011
|
||||
Series A (1,725 shares outstanding)
|
|
|
$172
|
|
|
|
$172
|
|
Series B
(1,025 shares outstanding)
|
|
103
|
|
|
103
|
|
||
Series E (4,500 shares outstanding)
|
|
450
|
|
|
—
|
|
||
|
|
|
$725
|
|
|
|
$275
|
|
|
|
Year ended December 31
|
||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
|
$553
|
|
|
|
($4
|
)
|
|
|
$—
|
|
State
|
|
26
|
|
|
—
|
|
|
(14
|
)
|
|||
Total
|
|
|
$579
|
|
|
|
($4
|
)
|
|
|
($14
|
)
|
Deferred income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
|
$229
|
|
|
|
$81
|
|
|
|
($177
|
)
|
State
|
|
(35
|
)
|
|
2
|
|
|
6
|
|
|||
Total
|
|
194
|
|
|
83
|
|
|
(171
|
)
|
|||
Total income tax expense/(benefit)
|
|
|
$773
|
|
|
|
$79
|
|
|
|
($185
|
)
|
|
|
Year ended December 31
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
(Dollars in millions)
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|
Amount
|
|
Percent of
Pre-Tax
Income
1
|
|||||||||
Income tax expense at federal statutory rate
|
|
|
$956
|
|
|
35.0
|
%
|
|
|
$254
|
|
|
35.0
|
%
|
|
|
$1
|
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax-exempt interest
|
|
(77
|
)
|
|
(2.8
|
)
|
|
(72
|
)
|
|
(9.9
|
)
|
|
(74
|
)
|
|
NM
|
|
|||
Dividends received deduction
|
|
(8
|
)
|
|
(0.3
|
)
|
|
(14
|
)
|
|
(1.9
|
)
|
|
(13
|
)
|
|
NM
|
|
|||
Income tax credits, net
|
|
(83
|
)
|
|
(3.0
|
)
|
|
(88
|
)
|
|
(12.1
|
)
|
|
(88
|
)
|
|
NM
|
|
|||
State income taxes, net
|
|
(6
|
)
|
|
(0.2
|
)
|
|
2
|
|
|
0.2
|
|
|
12
|
|
|
NM
|
|
|||
Completion of audit examinations by taxing authorities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
NM
|
|
|||
Other
|
|
(9
|
)
|
|
(0.4
|
)
|
|
(3
|
)
|
|
(0.4
|
)
|
|
(3
|
)
|
|
NM
|
|
|||
Total income tax expense/(benefit) and rate
|
|
|
$773
|
|
|
28.3
|
%
|
|
|
$79
|
|
|
10.9
|
%
|
|
|
($185
|
)
|
|
NM
|
|
(Dollars in millions)
|
|
2012
|
|
2011
|
||||
DTAs:
|
|
|
|
|
||||
Allowance for loan and lease losses
|
|
|
$861
|
|
|
|
$906
|
|
Accrued expenses
|
|
685
|
|
|
516
|
|
||
State NOL and other carryforwards (net of federal benefit)
|
|
209
|
|
|
197
|
|
||
Federal credits and other carryforwards
|
|
—
|
|
|
266
|
|
||
Other
|
|
173
|
|
|
168
|
|
||
Total gross DTAs
|
|
1,928
|
|
|
2,053
|
|
||
Valuation allowance
|
|
(56
|
)
|
|
(65
|
)
|
||
Total DTAs
|
|
|
$1,872
|
|
|
|
$1,988
|
|
DTLs:
|
|
|
|
|
||||
Net unrealized gains in AOCI
|
|
|
$197
|
|
|
|
$995
|
|
Leasing
|
|
786
|
|
|
728
|
|
||
Compensation and employee benefits
|
|
74
|
|
|
100
|
|
||
MSRs
|
|
623
|
|
|
613
|
|
||
Loans
|
|
72
|
|
|
47
|
|
||
Goodwill and intangible assets
|
|
141
|
|
|
121
|
|
||
Fixed assets
|
|
196
|
|
|
177
|
|
||
Other
|
|
62
|
|
|
95
|
|
||
Total DTLs
|
|
|
$2,151
|
|
|
|
$2,876
|
|
Net DTL
|
|
|
($279
|
)
|
|
|
($888
|
)
|
(Dollars in millions)
|
|
2012
|
|
2011
|
||||
Balance at January 1
|
|
|
$133
|
|
|
|
$132
|
|
Increases in UTBs related to prior years
|
|
1
|
|
|
12
|
|
||
Decreases in UTBs related to prior years
|
|
(2
|
)
|
|
(12
|
)
|
||
Increases in UTBs related to the current year
|
|
45
|
|
|
8
|
|
||
Decreases in UTBs related to settlements
|
|
(34
|
)
|
|
(1
|
)
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
|
(6
|
)
|
|
(6
|
)
|
||
Balance at December 31
|
|
|
$137
|
|
|
|
$133
|
|
|
Year Ended December 31
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Dividend yield
|
0.91
|
%
|
|
0.75
|
%
|
|
0.17
|
%
|
Expected stock price volatility
|
39.88
|
|
|
34.87
|
|
|
56.09
|
|
Risk-free interest rate (weighted average)
|
1.07
|
|
|
2.48
|
|
|
2.80
|
|
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 |
|
Weighted
Average Grant Price |
|
Shares
|
|
Weighted
Average Grant Price |
||||||||||||
Balance, January 1, 2010
|
17,661,216
|
|
|
$9.06 - 150.45
|
|
|
|
$53.17
|
|
|
4,770,172
|
|
|
|
$59
|
|
|
|
$37.02
|
|
|
66,420
|
|
|
|
$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
|
|
||||
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
|
|
||||
Granted
|
813,265
|
|
|
19.98 - 32.27
|
|
|
29.70
|
|
|
1,400,305
|
|
|
44
|
|
|
31.27
|
|
|
344,590
|
|
|
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
|
|
||||
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
|
|
|
35.98
|
|
||||
Granted
|
859,390
|
|
|
21.67 - 23.68
|
|
|
21.92
|
|
|
1,737,202
|
|
|
38
|
|
|
21.97
|
|
|
1,717,148
|
|
|
22.65
|
|
||||
Exercised/vested
|
(973,048
|
)
|
|
9.06 - 22.69
|
|
|
9.90
|
|
|
(2,148,764
|
)
|
|
—
|
|
|
14.62
|
|
|
(109,149
|
)
|
|
27.73
|
|
||||
Cancelled/expired/forfeited
|
(2,444,107
|
)
|
|
9.06 - 85.06
|
|
|
45.73
|
|
|
(524,284
|
)
|
|
(8
|
)
|
|
19.91
|
|
|
(82,828
|
)
|
|
22.79
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2012
|
13,311,652
|
|
|
$9.06 - 150.45
|
|
|
|
$50.15
|
|
|
3,686,321
|
|
|
|
$48
|
|
|
|
$25.56
|
|
|
1,930,646
|
|
|
|
$25.16
|
|
Exercisable, December 31, 2012
|
11,017,763
|
|
|
|
|
|
$55.45
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||
Range of Exercise
Prices |
|
Number
Outstanding as of December 31, 2012 |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
|
Number
Exercisable as of December 31, 2012 |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
||||||||||||
$9.06 to 49.46
|
|
5,065,080
|
|
|
|
$20.30
|
|
|
6.39
|
|
|
|
$49
|
|
|
2,771,191
|
|
|
|
$16.66
|
|
|
5.05
|
|
|
|
$39
|
|
$49.47 to 64.57
|
|
1,893,710
|
|
|
54.67
|
|
|
0.38
|
|
|
—
|
|
|
1,893,710
|
|
|
54.67
|
|
|
0.38
|
|
|
—
|
|
||||
$64.58 to 150.45
|
|
6,352,862
|
|
|
72.60
|
|
|
2.28
|
|
|
—
|
|
|
6,352,862
|
|
|
72.60
|
|
|
2.28
|
|
|
—
|
|
||||
|
|
13,311,652
|
|
|
|
$50.15
|
|
|
3.57
|
|
|
|
$49
|
|
|
11,017,763
|
|
|
|
$55.45
|
|
|
2.65
|
|
|
|
$39
|
|
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Stock options
|
|
$11
|
|
|
|
$15
|
|
|
|
$14
|
|
Restricted stock
|
30
|
|
|
32
|
|
|
42
|
|
|||
RSUs
|
27
|
|
|
10
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
|
$68
|
|
|
|
$57
|
|
|
|
$56
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Benefit obligation, beginning of year
|
|
$2,661
|
|
|
|
$2,261
|
|
|
|
$173
|
|
|
|
$189
|
|
Service cost
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
119
|
|
|
128
|
|
|
7
|
|
|
9
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
||||
Actuarial loss/(gain)
|
242
|
|
|
415
|
|
|
(2
|
)
|
|
(17
|
)
|
||||
Benefits paid
|
(184
|
)
|
|
(109
|
)
|
|
(36
|
)
|
|
(33
|
)
|
||||
Less federal Medicare drug subsidy
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Curtailments
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year
|
|
$2,838
|
|
|
|
$2,661
|
|
|
|
$167
|
|
|
|
$173
|
|
(Dollars in millions)
|
2012
|
|
2011
|
||||
Projected benefit obligation
|
|
$2,701
|
|
|
|
$2,530
|
|
Accumulated benefit obligation
|
2,701
|
|
|
2,530
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
(Weighted average assumptions used to
determine benefit obligations, end of year) |
2012
|
|
2011
|
|
2012
|
|
2011
|
||||
Discount rate
|
4.08
|
%
|
|
4.63
|
%
|
|
3.45
|
%
|
|
4.10
|
%
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Fair value of plan assets, beginning of year
|
|
$2,550
|
|
|
|
$2,522
|
|
|
|
$161
|
|
|
|
$165
|
|
Actual return on plan assets
|
350
|
|
|
129
|
|
|
17
|
|
|
7
|
|
||||
Employer contributions
|
26
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
||||
Benefits paid
|
(184
|
)
|
|
(109
|
)
|
|
(36
|
)
|
|
(33
|
)
|
||||
Fair value of plan assets, end of year
|
|
$2,742
|
|
|
|
$2,550
|
|
|
|
$164
|
|
|
|
$161
|
|
|
|
|
|
Fair Value Measurements as
of December 31, 2012 using 1 |
||||||||||||
(Dollars in millions)
|
Assets Measured at
Fair Value as of December 31, 2012 |
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Money market funds
|
|
|
$48
|
|
|
|
$48
|
|
|
|
$—
|
|
|
|
$—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
International diversified funds
|
|
401
|
|
|
401
|
|
|
—
|
|
|
—
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Consumer
|
|
218
|
|
|
218
|
|
|
—
|
|
|
—
|
|
||||
Energy and utilities
|
|
127
|
|
|
127
|
|
|
—
|
|
|
—
|
|
||||
Financials
|
|
136
|
|
|
136
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
111
|
|
|
111
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
197
|
|
|
197
|
|
|
—
|
|
|
—
|
|
||||
Information technology
|
|
199
|
|
|
199
|
|
|
—
|
|
|
—
|
|
||||
Materials
|
|
45
|
|
|
45
|
|
|
—
|
|
|
—
|
|
||||
Telecommunications Services
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds
|
|
172
|
|
|
172
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
534
|
|
|
534
|
|
|
—
|
|
|
—
|
|
||||
Corporate - investment grade
|
|
412
|
|
|
—
|
|
|
412
|
|
|
—
|
|
||||
Foreign bonds
|
|
77
|
|
|
—
|
|
|
77
|
|
|
—
|
|
||||
Preferred Securities - Domestic
|
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
Preferred Securities - Foreign
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$2,729
|
|
|
|
$2,205
|
|
|
|
$524
|
|
|
|
$—
|
|
(Dollars in millions)
|
|
|
|
Fair Value
Measurements as of
December 31, 2012
1
|
||||||||||||
Assets Measured
at Fair Value as of December 31, 2012 |
|
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
|
|
$49
|
|
|
|
$49
|
|
|
|
$—
|
|
|
|
$—
|
|
Tax exempt municipal bond funds
|
|
86
|
|
|
86
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Money market funds
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$164
|
|
|
|
$164
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
|
|
Fair Value
Measurements as of
December 31, 2011
1
|
||||||||||||
(Dollars in millions)
|
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
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$161
|
|
|
|
$68
|
|
|
|
$93
|
|
|
|
$—
|
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
as of December 31
|
|||||
Asset Category
|
|
2013
|
|
2012
|
|
2011
|
|||
Equity securities
|
|
20-40
|
%
|
|
30
|
%
|
|
50
|
%
|
Debt securities
|
|
50-70
|
|
|
61
|
|
|
50
|
|
Cash equivalents
|
|
5-15
|
|
|
9
|
|
|
—
|
|
Total
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Fair value of plan assets
|
|
|
$2,742
|
|
|
|
$2,550
|
|
|
|
$164
|
|
|
|
$161
|
|
Benefit obligations
1
|
|
(2,838
|
)
|
|
(2,661
|
)
|
|
(167
|
)
|
|
(173
|
)
|
||||
Funded status
|
|
|
($96
|
)
|
|
|
($111
|
)
|
|
|
($3
|
)
|
|
|
($12
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Total AOCI, pre-tax
|
|
|
$1,145
|
|
|
|
$1,108
|
|
|
|
$5
|
|
|
|
$17
|
|
(Dollars in millions)
|
|
Pension
Benefits
1,2
|
|
Other Postretirement
Benefits (excluding
Medicare Subsidy)
3
|
|
Value to Company
of Expected
Medicare Subsidy
|
||||||
Employer Contributions
|
|
|
|
|
|
|
||||||
2013 (expected) to plan trusts
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
2013 (expected) to plan participants
|
|
8
|
|
|
1
|
|
|
(3
|
)
|
|||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||
2013
|
|
164
|
|
|
15
|
|
|
(3
|
)
|
|||
2014
|
|
162
|
|
|
15
|
|
|
(1
|
)
|
|||
2015
|
|
159
|
|
|
14
|
|
|
(1
|
)
|
|||
2016
|
|
157
|
|
|
14
|
|
|
(1
|
)
|
|||
2017
|
|
158
|
|
|
13
|
|
|
(1
|
)
|
|||
2018-2022
|
|
793
|
|
|
54
|
|
|
(6
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
||||||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||
Service cost
|
|
$—
|
|
|
|
$62
|
|
|
|
$69
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
||
Interest cost
|
119
|
|
|
128
|
|
|
129
|
|
|
7
|
|
|
9
|
|
|
10
|
|
|
||||||||
Expected return on plan assets
|
(173
|
)
|
|
(188
|
)
|
|
(183
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
||||||||
Amortization of prior service credit
|
—
|
|
|
(16
|
)
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
||||||||
Recognized net actuarial loss
|
25
|
|
|
39
|
|
|
62
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
||||||||
Curtailment gain
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
Settlement loss
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||||
Net periodic (benefit)/cost
|
|
($27
|
)
|
|
|
($63
|
)
|
|
|
$66
|
|
|
|
$—
|
|
|
|
$3
|
|
|
|
$3
|
|
|
||
Weighted average assumptions used to determine net cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Discount rate
|
4.63
|
%
|
|
5.59
|
%
|
1
|
|
6.32
|
%
|
|
4.10
|
%
|
|
5.10
|
%
|
|
5.70
|
%
|
|
|||||||
Expected return on plan assets
|
7.00
|
|
|
7.72
|
|
2
|
|
8.00
|
|
|
4.06
|
|
3
|
|
4.39
|
|
3
|
4.39
|
|
3
|
||||||
Rate of compensation increase
|
N/A
|
|
|
4.00
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(Dollars in millions)
|
Pension
Benefits
|
|
Other Postretirement
Benefits
|
||||
Current year actuarial loss/(gain)
|
|
$64
|
|
|
|
($12
|
)
|
Recognition of actuarial loss
|
(25
|
)
|
|
—
|
|
||
Settlements
|
(2
|
)
|
|
—
|
|
||
Total recognized in OCI, pre-tax
|
|
$37
|
|
|
|
($12
|
)
|
Total recognized in net periodic benefit cost and OCI, pre-tax
|
|
$11
|
|
|
|
($12
|
)
|
(Dollars in millions)
|
1% Increase
|
|
1% Decrease
|
||||
Effect on Other Postretirement Benefit obligation
|
|
$11
|
|
|
|
($9
|
)
|
Effect on total service and interest cost
1
|
—
|
|
|
—
|
|
|
|
|
|
|
|
||||
|
Year Ended December 31, 2012
|
||||||||
(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) |
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Equity contracts hedging Securities AFS
1
|
|
($171
|
)
|
|
Net securities gains
|
|
|
($365
|
)
|
Interest rate contracts hedging Floating rate loans
2
|
252
|
|
|
Interest and fees on loans
|
|
337
|
|
||
Total
|
|
$81
|
|
|
|
|
|
($28
|
)
|
|
Year Ended December 31, 2012
|
||||||||||
(Dollars in millions)
|
Amount of gain
on Derivatives recognized in Income |
|
Amount of loss
on related Hedged Items recognized in Income |
|
Amount of gain/(loss)
recognized in Income on Hedges (Ineffective Portion) |
||||||
Derivatives in fair value hedging relationships:
1
|
|
|
|
|
|
||||||
Interest rate contracts hedging Fixed rate debt
|
|
$5
|
|
|
|
($5
|
)
|
|
|
$—
|
|
Interest rate contracts hedging Securities AFS
|
1
|
|
|
(1
|
)
|
|
—
|
|
|||
Total
|
|
$6
|
|
|
|
($6
|
)
|
|
|
$—
|
|
(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, 2012 |
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income
|
|
|
($2
|
)
|
MSRs
|
Mortgage servicing related income
|
|
284
|
|
|
LHFS, IRLCs
|
Mortgage production related income/(loss)
|
|
(331
|
)
|
|
Trading activity
|
Trading income
|
|
86
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Commercial loans and foreign-denominated debt
|
Trading income
|
|
129
|
|
|
Trading activity
|
Trading income
|
|
14
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Other income
1
|
|
(8
|
)
|
|
Trading activity
|
Trading income
|
|
24
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
8
|
|
|
Other contracts:
|
|
|
|
||
IRLCs
2
|
Mortgage production related income/(loss)
|
|
930
|
|
|
Total
|
|
|
|
$1,134
|
|
|
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:
|
|
|
|
|
|
||||||
Interest rate contracts hedging Fixed rate debt
1
|
|
$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
|
|
|
($5
|
)
|
MSRs
|
Mortgage servicing related income
|
|
572
|
|
|
LHFS, IRLCs, LHFI-FV
|
Mortgage production related income/(loss)
|
|
(281
|
)
|
|
Trading activity
|
Trading income
|
|
113
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Commercial loans and foreign-denominated debt
|
Trading income
|
|
(4
|
)
|
|
Trading activity
|
Trading income
|
|
18
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Trading income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
15
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
(3
|
)
|
|
Other contracts:
|
|
|
|
||
IRLCs
1
|
Mortgage production related income/(loss)
|
|
355
|
|
|
Total
|
|
|
|
$779
|
|
(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, 2010 |
||
Derivatives not designated as hedging instruments:
|
|
|
|||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income
|
|
|
($64
|
)
|
Corporate bonds and loans
|
Trading income
|
|
(1
|
)
|
|
MSRs
|
Mortgage servicing related income
|
|
444
|
|
|
LHFS, IRLCs, LHFI-FV
|
Mortgage production related income/(loss)
|
|
(176
|
)
|
|
Trading activity
|
Trading income
|
|
304
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Foreign-denominated debt and commercial loans
|
Trading income
|
|
(94
|
)
|
|
Trading activity
|
Trading income
|
|
7
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Trading income
|
|
(2
|
)
|
|
Trading activity
|
Trading income
|
|
10
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
(53
|
)
|
|
Other contracts:
|
|
|
|
||
IRLCs
1
|
Mortgage production related income/(loss)
|
|
392
|
|
|
Total
|
|
|
|
$767
|
|
•
|
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 and mortgage LHFS.
|
•
|
The Company was exposed to foreign exchange rate risk associated with certain senior notes and loans. Interest expense on the Consolidated Statements of Income 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.
|
•
|
The Company enters into CDS to hedge credit risk associated with certain loans held within its Wholesale Banking segment. The Company accounts for these contracts as derivatives and, accordingly, recognizes these contracts at fair value, with changes in fair value recognized in other income in the Consolidated Statements of Income.
|
•
|
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
|
|
2012
|
|
Total
|
||||||||||||||||||
GSE
1
|
|
$3.1
|
|
|
|
$3.6
|
|
|
|
$7.0
|
|
|
|
$6.8
|
|
|
|
$16.4
|
|
|
|
$10.1
|
|
|
|
$10.7
|
|
|
|
$20.1
|
|
|
|
$77.8
|
|
Ginnie Mae
1
|
0.6
|
|
|
0.4
|
|
|
0.4
|
|
|
1.9
|
|
|
4.2
|
|
|
3.2
|
|
|
2.5
|
|
|
4.3
|
|
|
17.5
|
|
|||||||||
Non-agency
|
3.6
|
|
|
5.3
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.8
|
|
|||||||||
Total
|
|
$7.3
|
|
|
|
$9.3
|
|
|
|
$11.3
|
|
|
|
$8.7
|
|
|
|
$20.6
|
|
|
|
$13.3
|
|
|
|
$13.2
|
|
|
|
$24.4
|
|
|
|
$108.1
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of period
|
|
|
$320
|
|
|
|
$265
|
|
|
|
$200
|
|
Repurchase provision
|
|
713
|
|
|
502
|
|
|
456
|
|
|||
Charge-offs
|
|
(401
|
)
|
|
(447
|
)
|
|
(391
|
)
|
|||
Balance at end of period
|
|
|
$632
|
|
|
|
$320
|
|
|
|
$265
|
|
|
|
|
Fair Value Measurements at
December 31, 2012 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
|
|
$111
|
|
|
|
$111
|
|
|
|
$—
|
|
|
|
$—
|
|
Federal agency securities
|
462
|
|
|
—
|
|
|
462
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
34
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
MBS - agency
|
432
|
|
|
—
|
|
|
432
|
|
|
—
|
|
||||
CDO/CLO securities
|
55
|
|
|
—
|
|
|
3
|
|
|
52
|
|
||||
ABS
|
36
|
|
|
—
|
|
|
31
|
|
|
5
|
|
||||
Corporate and other debt securities
|
567
|
|
|
—
|
|
|
566
|
|
|
1
|
|
||||
CP
|
28
|
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Equity securities
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts
|
2,635
|
|
|
183
|
|
|
2,452
|
|
|
—
|
|
||||
Trading loans
|
2,319
|
|
|
—
|
|
|
2,319
|
|
|
—
|
|
||||
Gross trading assets
|
6,779
|
|
|
394
|
|
|
6,327
|
|
|
58
|
|
||||
Offsetting collateral
1
|
(730
|
)
|
|
|
|
|
|
|
|||||||
Total trading assets
|
6,049
|
|
|
|
|
|
|
|
|||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
222
|
|
|
222
|
|
|
—
|
|
|
—
|
|
||||
Federal agency securities
|
2,069
|
|
|
—
|
|
|
2,069
|
|
|
—
|
|
||||
U.S. states and political subdivisions
|
320
|
|
|
—
|
|
|
274
|
|
|
46
|
|
||||
MBS - agency
|
18,169
|
|
|
—
|
|
|
18,169
|
|
|
—
|
|
||||
MBS - private
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
||||
ABS
|
216
|
|
|
—
|
|
|
195
|
|
|
21
|
|
||||
Corporate and other debt securities
|
46
|
|
|
—
|
|
|
41
|
|
|
5
|
|
||||
Other equity securities
2
|
702
|
|
|
69
|
|
|
—
|
|
|
633
|
|
||||
Total securities AFS
|
21,953
|
|
|
291
|
|
|
20,748
|
|
|
914
|
|
||||
LHFS:
|
|
|
|
|
|
|
|
||||||||
Residential loans
|
2,924
|
|
|
—
|
|
|
2,916
|
|
|
8
|
|
||||
Corporate and other loans
|
319
|
|
|
—
|
|
|
319
|
|
|
—
|
|
||||
Total LHFS
|
3,243
|
|
|
—
|
|
|
3,235
|
|
|
8
|
|
||||
LHFI
|
379
|
|
|
—
|
|
|
—
|
|
|
379
|
|
||||
MSRs
|
899
|
|
|
—
|
|
|
—
|
|
|
899
|
|
||||
Other assets
3
|
178
|
|
|
2
|
|
|
44
|
|
|
132
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Trading liabilities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
582
|
|
|
582
|
|
|
—
|
|
|
—
|
|
||||
Corporate and other debt securities
|
173
|
|
|
—
|
|
|
173
|
|
|
—
|
|
||||
Equity securities
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Derivative contracts
|
1,656
|
|
|
—
|
|
|
1,656
|
|
|
—
|
|
||||
Gross trading liabilities
|
2,420
|
|
|
591
|
|
|
1,829
|
|
|
—
|
|
||||
Offsetting collateral
1
|
(1,259
|
)
|
|
|
|
|
|
|
|||||||
Total trading liabilities
|
1,161
|
|
|
|
|
|
|
|
|||||||
Brokered time deposits
|
832
|
|
|
—
|
|
|
832
|
|
|
—
|
|
||||
Long-term debt
|
1,622
|
|
|
—
|
|
|
1,622
|
|
|
—
|
|
||||
Other liabilities
3,4
|
46
|
|
|
—
|
|
|
15
|
|
|
31
|
|
|
|
|
Fair Value Measurements 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
|
|
|
—
|
|
||||
CDO/CLO securities
|
45
|
|
|
—
|
|
|
2
|
|
|
43
|
|
||||
ABS
|
37
|
|
|
—
|
|
|
32
|
|
|
5
|
|
||||
Corporate and other debt securities
|
345
|
|
|
—
|
|
|
344
|
|
|
1
|
|
||||
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
|
|
(Dollars in millions)
|
Aggregate
Fair Value December 31, 2012 |
|
Aggregate
Unpaid Principal
Balance under FVO
December 31, 2012
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Trading loans
|
|
$2,319
|
|
|
|
$2,285
|
|
|
|
$34
|
|
LHFS
|
3,237
|
|
|
3,109
|
|
|
128
|
|
|||
Past due loans of 90 days or more
|
3
|
|
|
5
|
|
|
(2
|
)
|
|||
Nonaccrual loans
|
3
|
|
|
12
|
|
|
(9
|
)
|
|||
LHFI
|
360
|
|
|
371
|
|
|
(11
|
)
|
|||
Past due loans of 90 days or more
|
1
|
|
|
3
|
|
|
(2
|
)
|
|||
Nonaccrual loans
|
18
|
|
|
28
|
|
|
(10
|
)
|
|||
Brokered time deposits
|
832
|
|
|
825
|
|
|
7
|
|
|||
Long-term debt
|
1,622
|
|
|
1,462
|
|
|
160
|
|
|||
(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
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2012, for Items Measured at Fair Value Pursuant to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
Trading Income
|
|
Mortgage
Production
Related
Income/
(Loss)
1
|
|
Mortgage
Servicing
Related
Income
|
|
Total
Changes in
Fair Values
Included in
Current-
Period
Earnings
2
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
$8
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$8
|
|
LHFS
|
10
|
|
|
1,043
|
|
|
—
|
|
|
1,053
|
|
||||
LHFI
|
1
|
|
|
20
|
|
|
—
|
|
|
21
|
|
||||
MSRs
|
—
|
|
|
31
|
|
|
(353
|
)
|
|
(322
|
)
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Long-term debt
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
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
|
|
Mortgage
Production
Related
Income/
(Loss)
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
|
|
Mortgage
Production
Related
Income/(Loss)
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
|
)
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value
December 31, 2012 |
|
Valuation Technique
|
|
Unobservable Input
1
|
|
Range
(weighted average)
|
||
Assets:
|
|
|
|
|
|
|
|
||
Trading assets:
|
|
|
|
|
|
|
|
||
CDO/CLO securities
|
|
$52
|
|
|
Matrix pricing
|
|
Indicative pricing based on overcollateralization ratio
|
|
$33-$45 ($40)
|
|
Estimated collateral losses
|
|
34-45% (39%)
|
||||||
ABS
|
5
|
|
|
Matrix pricing
|
|
Indicative pricing
|
|
$45 ($45)
|
|
Corporate and other debt securities
|
1
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Securities AFS:
|
|
|
|
|
|
|
|
||
U.S. states and political subdivisions
|
46
|
|
|
Matrix pricing
|
|
Indicative pricing
|
|
$72-$115 ($92)
|
|
MBS - private
|
209
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
21
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
Other equity securities
|
633
|
|
|
Cost
|
|
N/A
|
|
|
|
Residential LHFS
|
8
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
0-622 bps (251 bps)
|
|
|
Conditional prepayment rate
|
|
5-30 CPR (15 CPR)
|
||||||
|
Conditional default rate
|
|
0-20 CDR (3.5 CDR)
|
||||||
LHFI
|
369
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
0-622 bps (251 bps)
|
|
|
Conditional prepayment rate
|
|
5-30 CPR (15 CPR)
|
||||||
|
Conditional default rate
|
|
0-20 CDR (3.5 CDR)
|
||||||
|
10
|
|
|
Collateral based pricing
|
|
Appraised value
|
|
NM
2
|
|
MSRs
|
899
|
|
|
Discounted cash flow
|
|
Conditional prepayment rate
|
|
6-31 CPR (16 CPR)
|
|
|
Discount rate
|
|
9-28% (11%)
|
||||||
Other assets/(liabilities), net
3
|
132
|
|
|
Internal model
|
|
Pull through rate
|
|
9-98% (71%)
|
|
|
MSR value
|
|
6-244 bps (104 bps)
|
||||||
|
(24
|
)
|
|
Internal model
|
|
Loan production volume
|
|
0-150% (92%)
|
|
|
(7
|
)
|
|
Internal model
|
|
Revenue run rate
|
|
NM
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance January 1, 2012 |
|
Included in
earnings |
|
OCI
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Transfers
to/from other balance sheet line items |
|
Transfers
into Level 3 |
|
Transfers
out of Level 3 |
|
Fair value
December 31, 2012 |
|
Included in earnings (held at December 31, 2012)
1
|
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
CDO/CLO securities
|
|
$43
|
|
|
|
$11
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($2
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$52
|
|
|
|
$9
|
|
|
ABS
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|||||||||||
Total trading assets
|
49
|
|
|
11
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
9
|
|
2
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
|||||||||||
MBS - private
|
221
|
|
|
(7
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
(7
|
)
|
|
|||||||||||
ABS
|
16
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
741
|
|
|
—
|
|
|
—
|
|
|
164
|
|
|
—
|
|
|
(272
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
1,041
|
|
|
(7
|
)
|
3
|
42
|
|
|
166
|
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|
(7
|
)
|
3
|
|||||||||||
LHFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential loans
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
4
|
|
|
22
|
|
|
(8
|
)
|
|
8
|
|
|
(1
|
)
|
|
|||||||||||
LHFI
|
433
|
|
|
7
|
|
4
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(15
|
)
|
|
4
|
|
|
(1
|
)
|
|
379
|
|
|
11
|
|
4
|
|||||||||||
Other assets/(liabilities), net
|
62
|
|
|
926
|
|
5
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
26
|
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Derivative contracts
|
(189
|
)
|
|
(304
|
)
|
3
|
194
|
|
6
|
—
|
|
|
—
|
|
|
299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance January 1, 2011 |
|
Included in
earnings |
|
OCI
|
|
Purchases
|
|
Sales
|
|
Settlements
|
|
Transfers
to/from 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
CDO/CLO securities
|
|
$53
|
|
|
|
$26
|
|
2
|
|
|
$—
|
|
|
|
$6
|
|
|
|
($21
|
)
|
|
|
($1
|
)
|
|
|
($20
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$43
|
|
|
|
$9
|
|
2
|
|
ABS
|
27
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
|||||||||||||
Corporate and other debt securities
|
6
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
|||||||||||||
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
|
(Dollars in millions)
|
December 31, 2012
|
|
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Gains/(Losses) for the Year Ended
December 31, 2012
|
||||||||||
LHFS
|
|
$65
|
|
|
|
$—
|
|
|
|
$65
|
|
|
|
$—
|
|
|
|
$—
|
|
LHFI
|
308
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
(79
|
)
|
|||||
OREO
|
264
|
|
|
—
|
|
|
205
|
|
|
59
|
|
|
(48
|
)
|
|||||
Affordable Housing
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
|
(96
|
)
|
|||||
Other Assets
|
65
|
|
|
—
|
|
|
42
|
|
|
23
|
|
|
(13
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in millions)
|
December 31, 2011
|
|
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Gains/(Losses) for the Year Ended December 31, 2011
|
||||||||||
LHFS
|
|
$212
|
|
|
|
$—
|
|
|
|
$108
|
|
|
|
$104
|
|
|
|
$—
|
|
LHFI
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|||||
OREO
|
479
|
|
|
—
|
|
|
372
|
|
|
107
|
|
|
(9
|
)
|
|||||
Affordable Housing
|
324
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
(10
|
)
|
|||||
Other Assets
|
45
|
|
|
—
|
|
|
24
|
|
|
21
|
|
|
(17
|
)
|
|
December 31, 2012
|
|
Fair Value Measurement Using
|
|
||||||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted Prices In Active
Markets for Identical Assets/Liabilities (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
||||||||||
Financial assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$8,257
|
|
|
|
$8,257
|
|
|
|
$8,257
|
|
|
|
$—
|
|
|
|
$—
|
|
(a)
|
Trading assets
|
6,049
|
|
|
6,049
|
|
|
394
|
|
|
5,597
|
|
|
58
|
|
(b)
|
|||||
Securities AFS
|
21,953
|
|
|
21,953
|
|
|
291
|
|
|
20,748
|
|
|
914
|
|
(b)
|
|||||
LHFS
|
3,399
|
|
|
3,399
|
|
|
—
|
|
|
3,375
|
|
|
24
|
|
(c)
|
|||||
LHFI, net
|
119,296
|
|
|
115,690
|
|
|
—
|
|
|
4,041
|
|
|
111,649
|
|
(d)
|
|||||
Financial liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer and commercial deposits
|
|
$130,180
|
|
|
|
$130,449
|
|
|
|
$—
|
|
|
|
$130,449
|
|
|
|
$—
|
|
(e)
|
Brokered time deposits
|
2,136
|
|
|
2,164
|
|
|
—
|
|
|
2,164
|
|
|
—
|
|
(f)
|
|||||
Short-term borrowings
|
5,494
|
|
|
5,494
|
|
|
—
|
|
|
5,494
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
9,357
|
|
|
9,413
|
|
|
—
|
|
|
8,829
|
|
|
584
|
|
(f)
|
|||||
Trading liabilities
|
1,161
|
|
|
1,161
|
|
|
591
|
|
|
570
|
|
|
—
|
|
(b)
|
|
December 31, 2011
|
|
||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
||||
Financial assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$4,509
|
|
|
|
$4,509
|
|
(a)
|
Trading assets
|
6,279
|
|
|
6,279
|
|
(b)
|
||
Securities AFS
|
28,117
|
|
|
28,117
|
|
(b)
|
||
LHFS
|
2,353
|
|
|
2,355
|
|
(c)
|
||
LHFI, net
|
120,038
|
|
|
115,685
|
|
(d)
|
||
Financial liabilities
|
|
|
|
|
||||
Consumer and commercial deposits
|
|
$125,611
|
|
|
|
$125,963
|
|
(e)
|
Brokered time deposits
|
2,281
|
|
|
2,289
|
|
(f)
|
||
Foreign deposits
|
30
|
|
|
30
|
|
(f)
|
||
Short-term borrowings
|
11,466
|
|
|
11,466
|
|
(f)
|
||
Long-term debt
|
10,908
|
|
|
10,515
|
|
(f)
|
||
Trading liabilities
|
1,806
|
|
|
1,806
|
|
(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. Refer to the LHFS section within this footnote for further discussion of the LHFS carried at fair value. In instances when significant valuation assumptions are not readily observable in
|
(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 time 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 time deposits and long-term debt that the Company carries at fair value, refer to the respective valuation sections within this footnote. For Level 3 debt, the terms are unique in nature or there are otherwise no similar instruments than can be used to value the instrument without using significant unobservable assumptions. In this situation, we look at current borrowing rates along with the collateral levels that secure the debt when determining an appropriate fair value adjustment.
|
•
|
Consumer Banking provides services to consumers through an extensive network of traditional and in-store branches, ATMs, the internet (
www.suntrust.com
), and telephone (1-800-SUNTRUST). Financial products and services offered to consumers include consumer deposits, home equity lines, consumer lines, indirect auto, student lending, bank card, and other consumer loan and fee-based products. Consumer Banking also serves as an entry point for clients and provides services for other lines of business.
|
•
|
Private Wealth Management provides a full array of wealth management products and professional services to both individual and institutional clients including brokerage, professional investment management, and trust services to clients seeking active management of their financial resources. Private Wealth Management's primary businesses include Private Banking, STIS, IIS, and GenSpring. Private Banking offers a full array of loan and deposit products to clients. STIS offers discount/online and full service brokerage services to individual clients. IIS includes Employee Benefit Solutions, Foundations & Endowments Specialty Group, and Escrow Services. GenSpring provides family office solutions to ultra high net worth individuals and their families. Utilizing teams of multi-disciplinary specialists with expertise in investments, tax, accounting, estate planning and other wealth management disciplines, GenSpring helps families manage and sustain their wealth across multiple generations.
|
•
|
CIB offers a wide array of traditional banking products (lending and treasury management services) and investment banking services. CIB serves clients in the larger corporate and commercial middle markets. The Investment Banking Group generally serves clients with greater than $750 million in annual revenues and is focused on selected industry sectors: consumer and retail, energy, financial services and technology, healthcare, and media and communications. The Corporate Banking Group generally serves clients with annual revenue ranging from $100 million to $750 million. Comprehensive investment banking products and services are provided by STRH to clients in both Wholesale Banking and Private Wealth Management, including strategic advice, raising capital, and financial risk management.
|
•
|
Commercial & Business Banking (formerly named Diversified Commercial Banking) offers an array of traditional banking products and investment banking services as needed for the Company's small business clients, commercial clients, dealer services (financing dealer floor plan inventories), and not-for-profit and government entities.
|
•
|
Commercial Real Estate provides financial solutions for commercial real estate developers and investors, including construction, mini-perm, and permanent real estate financing, as well as tailored financing and equity investment solutions for community development and affordable housing projects delivered through SunTrust Community Capital. Equipment lease financing solutions (through SunTrust Equipment Finance & Leasing) as well as corporate insurance premium financing (through Premium Assignment Corporation) are also managed within this business.
|
•
|
RidgeWorth, an SEC registered investment advisor, serves as investment manager for the RidgeWorth Funds as well as individual clients. RidgeWorth is also a holding company with ownership in other institutional asset management boutiques offering a wide array of equity and fixed income capabilities. These boutiques include Ceredex Value Advisors, Certium Asset Management, Seix Investment Advisors, Silvant Capital Management, StableRiver Capital Management, and Zevenbergen Capital Investments.
|
•
|
Treasury & Payment Solutions provides all SunTrust business clients with services required to manage their payments and receipts combined with the ability to manage and optimize their deposits across all aspects of their business. Treasury & Payment Solutions operates all electronic and paper payment types, including card, wire transfer, ACH, check, and cash, plus provides clients the means to manage their accounts electronically online both domestically and internationally.
|
•
|
Net interest income
– All net interest income is presented on a FTE basis to make tax-exempt assets 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 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 Corporate Other.
|
•
|
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.
|
•
|
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, 2012
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Average total assets
|
|
$46,126
|
|
|
|
$64,499
|
|
|
|
$35,154
|
|
|
|
$28,011
|
|
|
|
$2,344
|
|
|
|
$176,134
|
|
Average total liabilities
|
77,539
|
|
|
54,069
|
|
|
4,484
|
|
|
19,710
|
|
|
(163
|
)
|
|
155,639
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,495
|
|
|
20,495
|
|
||||||
Net interest income
|
|
$2,534
|
|
|
|
$1,753
|
|
|
|
$512
|
|
|
|
$387
|
|
|
|
($84
|
)
|
|
|
$5,102
|
|
FTE adjustment
|
—
|
|
|
119
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
123
|
|
||||||
Net interest income - FTE
1
|
2,534
|
|
|
1,872
|
|
|
512
|
|
|
391
|
|
|
(84
|
)
|
|
5,225
|
|
||||||
Provision for credit losses
2
|
596
|
|
|
315
|
|
|
770
|
|
|
—
|
|
|
(286
|
)
|
|
1,395
|
|
||||||
Net interest income/(loss) after provision for credit losses
|
1,938
|
|
|
1,557
|
|
|
(258
|
)
|
|
391
|
|
|
202
|
|
|
3,830
|
|
||||||
Total noninterest income
|
1,369
|
|
|
1,543
|
|
|
502
|
|
|
1,970
|
|
|
(11
|
)
|
|
5,373
|
|
||||||
Total noninterest expense
|
2,930
|
|
|
1,964
|
|
|
1,379
|
|
|
61
|
|
|
(11
|
)
|
|
6,323
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
377
|
|
|
1,136
|
|
|
(1,135
|
)
|
|
2,300
|
|
|
202
|
|
|
2,880
|
|
||||||
Provision/(benefit) for income taxes
3
|
140
|
|
|
331
|
|
|
(433
|
)
|
|
770
|
|
|
88
|
|
|
896
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
237
|
|
|
805
|
|
|
(702
|
)
|
|
1,530
|
|
|
114
|
|
|
1,984
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
16
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
26
|
|
||||||
Net income/(loss)
|
|
$237
|
|
|
|
$789
|
|
|
|
($702
|
)
|
|
|
$1,520
|
|
|
|
$114
|
|
|
|
$1,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Average total assets
|
|
$43,901
|
|
|
|
$62,155
|
|
|
|
$33,719
|
|
|
|
$31,363
|
|
|
|
$1,302
|
|
|
|
$172,440
|
|
Average total liabilities
|
77,352
|
|
|
55,157
|
|
|
3,838
|
|
|
15,605
|
|
|
(208
|
)
|
|
151,744
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,696
|
|
|
20,696
|
|
||||||
Net interest income
|
|
$2,502
|
|
|
|
$1,640
|
|
|
|
$471
|
|
|
|
$496
|
|
|
|
($44
|
)
|
|
|
$5,065
|
|
FTE adjustment
|
—
|
|
|
107
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
114
|
|
||||||
Net interest income - FTE
1
|
2,502
|
|
|
1,747
|
|
|
471
|
|
|
502
|
|
|
(43
|
)
|
|
5,179
|
|
||||||
Provision for credit losses
2
|
722
|
|
|
625
|
|
|
693
|
|
|
—
|
|
|
(527
|
)
|
|
1,513
|
|
||||||
Net interest income/(loss) after provision for credit losses
|
1,780
|
|
|
1,122
|
|
|
(222
|
)
|
|
502
|
|
|
484
|
|
|
3,666
|
|
||||||
Total noninterest income
|
1,507
|
|
|
1,402
|
|
|
241
|
|
|
297
|
|
|
(26
|
)
|
|
3,421
|
|
||||||
Total noninterest expense
|
2,903
|
|
|
2,056
|
|
|
1,197
|
|
|
106
|
|
|
(28
|
)
|
|
6,234
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
384
|
|
|
468
|
|
|
(1,178
|
)
|
|
693
|
|
|
486
|
|
|
853
|
|
||||||
Provision/(benefit) for income taxes
3
|
141
|
|
|
81
|
|
|
(457
|
)
|
|
237
|
|
|
191
|
|
|
193
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
243
|
|
|
387
|
|
|
(721
|
)
|
|
456
|
|
|
295
|
|
|
660
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
13
|
|
||||||
Net income/(loss)
|
|
$243
|
|
|
|
$384
|
|
|
|
($721
|
)
|
|
|
$447
|
|
|
|
$294
|
|
|
|
$647
|
|
|
Year Ended December 31, 2010
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Average total assets
|
|
$41,910
|
|
|
|
$62,268
|
|
|
|
$34,792
|
|
|
|
$32,581
|
|
|
|
$824
|
|
|
|
$172,375
|
|
Average total liabilities
|
74,914
|
|
|
51,925
|
|
|
4,030
|
|
|
18,775
|
|
|
(103
|
)
|
|
149,541
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,834
|
|
|
22,834
|
|
||||||
Net interest income
|
|
$2,449
|
|
|
|
$1,475
|
|
|
|
$438
|
|
|
|
$456
|
|
|
|
$36
|
|
|
|
$4,854
|
|
FTE adjustment
|
—
|
|
|
106
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
116
|
|
||||||
Net interest income - FTE
1
|
2,449
|
|
|
1,581
|
|
|
438
|
|
|
466
|
|
|
36
|
|
|
4,970
|
|
||||||
Provision for credit losses
2
|
891
|
|
|
777
|
|
|
1,187
|
|
|
—
|
|
|
(204
|
)
|
|
2,651
|
|
||||||
Net interest income/(loss) after provision for credit losses
|
1,558
|
|
|
804
|
|
|
(749
|
)
|
|
466
|
|
|
240
|
|
|
2,319
|
|
||||||
Total noninterest income
|
1,539
|
|
|
1,442
|
|
|
521
|
|
|
257
|
|
|
(30
|
)
|
|
3,729
|
|
||||||
Total noninterest expense
|
2,917
|
|
|
1,941
|
|
|
1,081
|
|
|
2
|
|
|
(30
|
)
|
|
5,911
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
180
|
|
|
305
|
|
|
(1,309
|
)
|
|
721
|
|
|
240
|
|
|
137
|
|
||||||
Provision/(benefit) for income taxes
3
|
65
|
|
|
17
|
|
|
(498
|
)
|
|
247
|
|
|
100
|
|
|
(69
|
)
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
115
|
|
|
288
|
|
|
(811
|
)
|
|
474
|
|
|
140
|
|
|
206
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
8
|
|
|
1
|
|
|
9
|
|
|
(1
|
)
|
|
17
|
|
||||||
Net income/(loss)
|
|
$115
|
|
|
|
$280
|
|
|
|
($812
|
)
|
|
|
$465
|
|
|
|
$141
|
|
|
|
$189
|
|
(Dollars in millions)
|
Pre-tax Amount
|
|
Income Tax (Expense) Benefit
|
|
After-tax Amount
|
||||||
AOCI, January 1, 2010
|
|
$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
|
|
|||
Unrealized net loss on securities
|
198
|
|
|
(269
|
)
|
|
(71
|
)
|
|||
Unrealized net gain on derivatives
|
141
|
|
|
143
|
|
|
284
|
|
|||
Change related to employee benefit plans
|
(95
|
)
|
|
35
|
|
|
(60
|
)
|
|||
Reclassification adjustment for realized gains and losses on securities
1
|
(2,279
|
)
|
|
1,007
|
|
|
(1,272
|
)
|
|||
Reclassification adjustment for realized gains and losses on derivatives
|
(203
|
)
|
|
(118
|
)
|
|
(321
|
)
|
|||
AOCI, December 31, 2012
|
|
$506
|
|
|
|
($197
|
)
|
|
|
$309
|
|
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Impairment of affordable housing investments
|
|
|
$96
|
|
|
|
$10
|
|
|
|
$15
|
|
Other staff expense
|
|
94
|
|
|
95
|
|
|
55
|
|
|||
Postage and delivery
|
|
76
|
|
|
81
|
|
|
83
|
|
|||
Communications
|
|
63
|
|
|
63
|
|
|
64
|
|
|||
Operating supplies
|
|
34
|
|
|
45
|
|
|
47
|
|
|||
Other expense
|
|
326
|
|
|
317
|
|
|
344
|
|
|||
Total other noninterest expense
|
|
|
$689
|
|
|
|
$611
|
|
|
|
$608
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends
1
|
|
|
$27
|
|
|
|
$29
|
|
|
|
$28
|
|
Interest on loans
|
|
36
|
|
|
11
|
|
|
2
|
|
|||
Trading income
|
|
18
|
|
|
53
|
|
|
44
|
|
|||
Other income
|
|
23
|
|
|
132
|
|
|
165
|
|
|||
Total income
|
|
104
|
|
|
225
|
|
|
239
|
|
|||
Expense
|
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
|
13
|
|
|
9
|
|
|
9
|
|
|||
Interest on long-term debt
|
|
177
|
|
|
226
|
|
|
228
|
|
|||
Employee compensation and benefits
2
|
|
111
|
|
|
(7
|
)
|
|
(13
|
)
|
|||
Service fees to subsidiaries
|
|
3
|
|
|
11
|
|
|
2
|
|
|||
Other expense
|
|
43
|
|
|
133
|
|
|
21
|
|
|||
Total expense
|
|
347
|
|
|
372
|
|
|
247
|
|
|||
Loss before income tax benefit and equity in undistributed income of subsidiaries
|
|
(243
|
)
|
|
(147
|
)
|
|
(8
|
)
|
|||
Income tax benefit
|
|
91
|
|
|
49
|
|
|
12
|
|
|||
(Loss)/income before equity in undistributed income of subsidiaries
|
|
(152
|
)
|
|
(98
|
)
|
|
4
|
|
|||
Equity in undistributed income of subsidiaries
|
|
2,110
|
|
|
745
|
|
|
185
|
|
|||
Net income
|
|
1,958
|
|
|
647
|
|
|
189
|
|
|||
Preferred dividends
|
|
(12
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Dividends and accretion of discount on preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
(66
|
)
|
|
(267
|
)
|
|||
Accelerated accretion associated with repurchase of preferred stock issued to the U.S. Treasury
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
|
(15
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|||
Net income/(loss) available to common shareholders
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
As of December 31
|
||||||
(Dollars in millions)
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
|
$137
|
|
|
|
$220
|
|
Interest-bearing deposits held at SunTrust Bank
|
|
604
|
|
|
1,402
|
|
||
Interest-bearing deposits held at other banks
|
|
20
|
|
|
19
|
|
||
Cash and cash equivalents
|
|
761
|
|
|
1,641
|
|
||
Trading assets
|
|
103
|
|
|
93
|
|
||
Securities available for sale
|
|
279
|
|
|
324
|
|
||
Loans to subsidiaries
|
|
2,733
|
|
|
3,666
|
|
||
Investment in capital stock of subsidiaries stated on the
basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
|
||||
Banking subsidiaries
|
|
22,521
|
|
|
21,783
|
|
||
Nonbanking subsidiaries
|
|
1,368
|
|
|
1,278
|
|
||
Goodwill
|
|
99
|
|
|
99
|
|
||
Other assets
|
|
561
|
|
|
397
|
|
||
Total assets
|
|
|
$28,425
|
|
|
|
$29,281
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
|
||||
Subsidiaries
|
|
|
$1,525
|
|
|
|
$392
|
|
Non-affiliated companies
|
|
1,512
|
|
|
1,710
|
|
||
Long-term debt:
|
|
|
|
|
||||
Subsidiaries
|
|
160
|
|
|
160
|
|
||
Non-affiliated companies
|
|
3,249
|
|
|
6,294
|
|
||
Other liabilities
|
|
1,108
|
|
|
766
|
|
||
Total liabilities
|
|
7,554
|
|
|
9,322
|
|
||
Preferred stock
|
|
725
|
|
|
275
|
|
||
Common stock
|
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
|
9,174
|
|
|
9,306
|
|
||
Retained earnings
|
|
10,817
|
|
|
8,978
|
|
||
Treasury stock, at cost, and other
1
|
|
(704
|
)
|
|
(899
|
)
|
||
AOCI, net of tax
|
|
309
|
|
|
1,749
|
|
||
Total shareholders’ equity
|
|
20,871
|
|
|
19,959
|
|
||
Total liabilities and shareholders’ equity
|
|
|
$28,425
|
|
|
|
$29,281
|
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiaries
|
(2,110
|
)
|
|
(745
|
)
|
|
(185
|
)
|
|||
Depreciation, amortization and accretion
|
10
|
|
|
17
|
|
|
15
|
|
|||
Deferred income tax provision/(benefit)
|
18
|
|
|
(56
|
)
|
|
(7
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
Stock option compensation and amortization of restricted stock compensation
|
35
|
|
|
44
|
|
|
66
|
|
|||
Net loss/(gain) on extinguishment of debt
|
15
|
|
|
(3
|
)
|
|
1
|
|
|||
Net securities gains
|
(6
|
)
|
|
(92
|
)
|
|
(38
|
)
|
|||
Net gain on sale of assets
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Contributions to retirement plans
|
(26
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
Net (increase)/decrease in other assets
|
(190
|
)
|
|
(192
|
)
|
|
38
|
|
|||
Net increase in other liabilities
|
369
|
|
|
130
|
|
|
123
|
|
|||
Net cash provided by/(used in) operating activities
|
62
|
|
|
(258
|
)
|
|
176
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and repayments of securities available for sale
|
65
|
|
|
61
|
|
|
164
|
|
|||
Proceeds from sales of securities available for sale
|
47
|
|
|
6,700
|
|
|
7,664
|
|
|||
Purchases of securities available for sale
|
(68
|
)
|
|
(2,374
|
)
|
|
(7,737
|
)
|
|||
Proceeds from maturities, calls, and repayments of trading securities
|
2
|
|
|
137
|
|
|
97
|
|
|||
Proceeds from sales of trading securities
|
—
|
|
|
75
|
|
|
79
|
|
|||
Net change in loans to subsidiaries
|
940
|
|
|
(3,185
|
)
|
|
221
|
|
|||
Capital contributions to subsidiaries
|
(150
|
)
|
|
(250
|
)
|
|
—
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
22
|
|
|||
Net cash provided by investing activities
|
836
|
|
|
1,164
|
|
|
510
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net increase in other short-term borrowings
|
935
|
|
|
463
|
|
|
5
|
|
|||
Proceeds from the issuance of long-term debt
|
15
|
|
|
1,749
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(3,073
|
)
|
|
(482
|
)
|
|
(350
|
)
|
|||
Proceeds from the issuance of preferred stock
|
438
|
|
|
103
|
|
|
—
|
|
|||
Proceeds from the issuance of common stock
|
—
|
|
|
1,017
|
|
|
—
|
|
|||
Repurchase of preferred stock
|
—
|
|
|
(4,850
|
)
|
|
—
|
|
|||
Proceeds from the exercise of stock options
|
15
|
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from stock option compensation
|
11
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(119
|
)
|
|
(131
|
)
|
|
(259
|
)
|
|||
Purchase of outstanding warrants
|
—
|
|
|
(11
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(1,778
|
)
|
|
(2,142
|
)
|
|
(604
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(880
|
)
|
|
(1,236
|
)
|
|
82
|
|
|||
Cash and cash equivalents at beginning of period
|
1,641
|
|
|
2,877
|
|
|
2,795
|
|
|||
Cash and cash equivalents at end of period
|
|
$761
|
|
|
|
$1,641
|
|
|
|
$2,877
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes received from/(paid to) subsidiaries
|
|
$621
|
|
|
|
($2
|
)
|
|
|
($338
|
)
|
Income taxes (paid)/received by Parent Company
|
(605
|
)
|
|
(66
|
)
|
|
406
|
|
|||
Net income taxes received/(paid) by Parent Company
|
|
$16
|
|
|
|
($68
|
)
|
|
|
$68
|
|
Interest paid
|
|
$189
|
|
|
|
$246
|
|
|
|
$233
|
|
Accretion of discount for preferred stock issued to the U.S. Treasury
|
—
|
|
|
80
|
|
|
25
|
|
|||
Noncash capital contribution to subsidiary
|
—
|
|
|
—
|
|
|
997
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
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 to the Registrant’s Current Report on Form 8-K filed January 22, 2009, as further amended by Articles of Amendment dated December 19, 2012, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 20, 2012.
|
|
*
|
|
|
|
|||
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.
|
|
*
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
|
|
|
4.15
|
|
|
Form of Series E Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed December 20, 2012.
|
|
*
|
|
|
|
|
|
|
10.1
|
|
|
SunTrust Banks, Inc. Annual Incentive Plan (formerly Management Incentive Plan),
amended and restated as of January 1, 2012, incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
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; (xiv) Form of Non-Employee Director Restricted Stock Unit Award Agreement; (xv) Form of Co-investment Restricted Stock Unit Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; (xvi) Form of Performance Vested (ROA) Restricted Stock Unit Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; (xvii) Form of Performance Vested (TSR) Restricted Stock Unit Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; (xviii) Form of Nonqualified Stock Option Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; (xix) Form of Time Vested Restricted Stock Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; and (xx) Form of 2012 Non-Qualified Stock Option Award Agreement (2-year cliff vested) under the SunTrust Banks, Inc. 2009 Stock Plan;
incorporated by reference to
(i) Exhibit 10.1.1 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (ii) Exhibit 10.1.2 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 13, 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; (xiv) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 27, 2011; (xv) to (xix) Exhibits 10.26 to 10.30 to the Company's Annual Report on Form 10-K filed February 24, 2012; and (xx) Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 1, 2012.
|
|
*
|
|
|
|
|
|
|
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.
|
|
*
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
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, incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
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, incorporated by reference to Exhibit 10.1 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
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, incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
10.12
|
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.12 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, incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
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
|
|
|
Forms of Change in Control Agreements
between Registrant and (i) William H. Rogers, Jr., (ii) Aleem Gillani, (iii) Thomas E. Freeman, (iv) Mark A. Chancy, and (v) Anil Cheriyan, incorporated by reference to: (i) - (iii), Exhibit 10.13 to the Registrant's Annual Report on Form 10-K filed February 23, 2010; (iv), Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 23, 2010; and (v) Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
10.15
|
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated effective as of January 1, 2012, (including amendments through December 31, 2012)incorporated by reference to Exhibits 10.2 and 10.2.1 to the Registrant's Current Report on Form 8-K filed December 27, 2012.
|
|
*
|
|
|
|
|
|
|
10.16
|
|
|
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.
|
|
*
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
|
10.17
|
|
|
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.
|
|
*
|
|
|
|
|
|
|
10.18
|
|
|
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.
|
|
*
|
|
|
|
|
|
|
10.19
|
|
|
SunTrust Banks, Inc. 401(k) Plan
, amended and restated effective as of January 1, 2012 (including amendments through December 31, 2012), incorporated by reference to Exhibits 10.1, 10.1.1, 10.1.2, 10.1.3, and 10.1.4 to the Registrant's Current Report on Form 8-K filed December 27, 2012.
|
|
*
|
|
|
|
|||
10.2
|
|
|
SunTrust Banks, Inc. 401(k) Plan Trust Agreement
, amended and restated as of July 1, 2011, incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
|
10.21
|
|
|
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.
|
|
*
|
|
|
|
|
|
|
10.22
|
|
|
Master Agency Agreement,
dated as of September 13, 2010 among SunTrust and SunTrust Robinson Humphrey, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K filed on September 14, 2010), as amended by Amendment No. 1 to Master Agency Agreement, dated October 3, 2012, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed October 3, 2012.
|
|
*
|
|
|
|
|
|
|
10.23
|
|
|
Form of Restricted Stock Unit Award Agreement,
2013 RORWA.
|
|
(filed herewith)
|
|
|
|
|
|
|
10.24
|
|
|
Form of Restricted Stock Unit Award Agreement,
2013 TSR.
|
|
(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 Corporate Executive Vice President and Chief Financial Officer
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 Corporate Executive Vice President and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
(filed herewith)
|
|
|
|
|
|
|
101.1
|
|
|
Interactive Data File.
|
|
(filed herewith)
|
*
|
incorporated by reference
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
Dated:
|
February 27, 2013
|
|
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.
|
|
February 27, 2013
|
Chairman of the Board (Director) and
|
|
William H. Rogers, Jr.
|
|
Date
|
Chief Executive Officer
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ Aleem Gillani
|
|
February 27, 2013
|
Corporate Executive Vice President and
|
|
Aleem Gillani
|
|
Date
|
Chief Financial Officer
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ Thomas E. Panther
|
|
February 27, 2013
|
Senior Vice President and Director of Corporate
|
|
Thomas E. Panther
|
|
Date
|
Finance & Controller
|
|
|
|
|
||
Directors:
|
|
|
|
|
/s/ Robert M. Beall, II
|
|
February 12, 2013
|
Director
|
|
Robert M. Beall, II
|
|
Date
|
|
|
|
|
|
||
/s/ Alston D. Correll
|
|
February 12, 2013
|
Director
|
|
Alston D. Correll
|
|
Date
|
|
|
|
|
|
||
/s/ Jeffrey C. Crowe
|
|
February 12, 2013
|
Director
|
|
Jeffrey C. Crowe
|
|
Date
|
|
|
|
|
|
|
|
/s/ Blake P. Garrett, Jr.
|
|
February 12, 2013
|
Director
|
|
Blake P. Garrett, Jr.
|
|
Date
|
|
|
|
|
|
||
/s/ David H. Hughes
|
|
February 12, 2013
|
Director
|
|
David H. Hughes
|
|
Date
|
|
|
|
|
|
||
/s/ M. Douglas Ivester
|
|
February 12, 2013
|
Director
|
|
M. Douglas Ivester
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kyle Prechtl Legg
|
|
February 12, 2013
|
Director
|
|
Kyle Prechtl Legg
|
|
Date
|
|
|
|
|
|
|
|
/s/ William A. Linnenbringer
|
|
February 12, 2013
|
Director
|
|
William A. Linnenbringer
|
|
Date
|
|
|
|
|
|
||
/s/ G. Gilmer Minor, III
|
|
February 12, 2013
|
Director
|
|
G. Gilmer Minor, III
|
|
Date
|
|
|
|
|
|
||
/s/ Donna Morea
|
|
February 12, 2013
|
Director
|
|
Donna Morea
|
|
Date
|
|
|
|
|
|
||
/s/ David M. Ratcliffe
|
|
February 12, 2013
|
Director
|
|
David M. Ratcliffe
|
|
Date
|
|
|
|
|
|
||
/s/ Thomas R. Watjen
|
|
February 12, 2013
|
Director
|
|
Thomas R. Watjen
|
|
Date
|
|
|
|
|
|
||
/s/ Dr. Phail Wynn, Jr.
|
|
February 12, 2013
|
Director
|
|
Dr. Phail Wynn, Jr.
|
|
Date
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Number of Restricted Stock Units
|
|
_
[
# of Shares
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
|
Authorized Officer
|
Performance Level
|
STI Return on
Risk-Weighted Assets
(RORWA)
|
Percentage of Restricted Stock Units that Vest
|
At or Above Target
|
≥ *%
|
100%
|
Threshold
|
*%
|
50%
|
Below Threshold
|
< *%
|
—%
|
Performance Level
|
STI Return on
Risk-Weighted Assets
(RORWA)
|
Percentage of Restricted Stock Units that Vest
|
At or Above Target
|
≥ *%
|
100%
|
Threshold
|
*%
|
50%
|
Below Threshold
|
<*%
|
—%
|
Performance Level
|
STI Return on
Risk-Weighted Assets
(RORWA)
|
Percentage of Restricted Stock Units that Vest
|
At or Above Target
|
≥ *%
|
100%
|
Threshold
|
*%
|
50%
|
Below Threshold
|
< *%
|
—%
|
(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.
|
(i)
|
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.
|
(ii)
|
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.
|
(iii)
|
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
|
20%
|
125%
|
|
15%
|
118.75%
|
|
10%
|
112.5%
|
|
5%
|
106.25%
|
Target
|
At Peer Median
|
100%
|
|
(5)%
|
81.25%
|
|
(10)%
|
62.5%
|
|
(15)%
|
43.75%
|
Threshold
|
(20)%
|
25%
|
|
< -20%
|
—%
|
(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
|
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.
|
|||||||||||||||||||||||
|
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends
|
|||||||||||||||||||||||
|
For the Year Ended December 31
|
|||||||||||||||||||||||
(Dollars in millions)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||||||||
Ratio 1 - including deposit interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes and extraordinary gain
|
|
$2,731
|
|
|
|
|
$726
|
|
|
|
|
$4
|
|
|
|
|
($2,462
|
)
|
|
|
|
$729
|
|
|
Fixed charges
|
849
|
|
|
|
1,189
|
|
|
|
1,562
|
|
|
|
2,315
|
|
|
|
3,778
|
|
|
|||||
Total
|
|
$3,580
|
|
|
|
|
$1,915
|
|
|
|
|
$1,566
|
|
|
|
|
($147
|
)
|
|
|
|
$4,507
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
$429
|
|
|
|
|
$624
|
|
|
|
|
$860
|
|
|
|
|
$1,440
|
|
|
|
|
$2,377
|
|
|
Interest on funds purchased and securities sold under agreements to repurchase
|
4
|
|
|
|
5
|
|
|
|
6
|
|
|
|
8
|
|
|
|
131
|
|
|
|||||
Interest on other short-term borrowings
|
18
|
|
|
|
12
|
|
|
|
13
|
|
|
|
15
|
|
|
|
55
|
|
|
|||||
Interest on trading liabilities
|
15
|
|
|
|
26
|
|
|
|
30
|
|
|
|
20
|
|
|
|
27
|
|
|
|||||
Interest on long-term debt
|
299
|
|
|
|
449
|
|
|
|
580
|
|
|
|
761
|
|
|
|
1,117
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
84
|
|
|
|
73
|
|
|
|
73
|
|
|
|
71
|
|
|
|
71
|
|
|
|||||
Total fixed charges
|
849
|
|
|
|
1,189
|
|
|
|
1,562
|
|
|
|
2,315
|
|
|
|
3,778
|
|
|
|||||
Preferred stock dividend requirements
|
17
|
|
|
|
165
|
|
|
|
274
|
|
|
|
280
|
|
|
|
49
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$866
|
|
|
|
|
$1,354
|
|
|
|
|
$1,836
|
|
|
|
|
$2,595
|
|
|
|
|
$3,827
|
|
|
Ratio of earnings to fixed charges
|
4.22
|
|
x
|
|
1.61
|
|
x
|
|
1.00
|
|
x
|
|
NM
|
|
|
|
1.19
|
|
x
|
|||||
Ratio of earnings to fixed charges and
preferred stock dividends
|
4.13
|
|
x
|
|
1.41
|
|
x
|
|
0.85
|
|
x
|
|
NM
|
|
|
|
1.18
|
|
x
|
|||||
Ratio 2 - excluding deposit interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes and extraordinary gain
|
|
$2,731
|
|
|
|
|
$726
|
|
|
|
|
$4
|
|
|
|
|
($2,462
|
)
|
|
|
|
$729
|
|
|
Fixed charges
|
420
|
|
|
|
565
|
|
|
|
702
|
|
|
|
875
|
|
|
|
1,401
|
|
|
|||||
Total
|
|
$3,151
|
|
|
|
|
$1,291
|
|
|
|
|
$706
|
|
|
|
|
($1,587
|
)
|
|
|
|
$2,130
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on funds purchased and securities sold under agreements to repurchase
|
|
$4
|
|
|
|
|
$5
|
|
|
|
|
$6
|
|
|
|
|
$8
|
|
|
|
|
$131
|
|
|
Interest on other short-term borrowings
|
18
|
|
|
|
12
|
|
|
|
13
|
|
|
|
15
|
|
|
|
55
|
|
|
|||||
Interest on trading liabilities
|
15
|
|
|
|
26
|
|
|
|
30
|
|
|
|
20
|
|
|
|
27
|
|
|
|||||
Interest on long-term debt
|
299
|
|
|
|
449
|
|
|
|
580
|
|
|
|
761
|
|
|
|
1,117
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
84
|
|
|
|
73
|
|
|
|
73
|
|
|
|
71
|
|
|
|
71
|
|
|
|||||
Total fixed charges
|
420
|
|
|
|
565
|
|
|
|
702
|
|
|
|
875
|
|
|
|
1,401
|
|
|
|||||
Preferred stock dividend requirements
|
17
|
|
|
|
165
|
|
|
|
274
|
|
|
|
280
|
|
|
|
49
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$437
|
|
|
|
|
$730
|
|
|
|
|
$976
|
|
|
|
|
$1,155
|
|
|
|
|
$1,450
|
|
|
Ratio of earnings to fixed charges
|
7.50
|
|
x
|
|
2.28
|
|
x
|
|
1.01
|
|
x
|
|
NM
|
|
|
|
1.52
|
|
x
|
|||||
Ratio of earnings to fixed charges and
preferred stock dividends
|
7.21
|
|
x
|
|
1.77
|
|
x
|
|
0.72
|
|
x
|
|
NM
|
|
|
|
1.47
|
|
x
|
(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
|
(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
|
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.
|
(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
|
(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
|
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.
|
(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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(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
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|