|
|
Georgia
|
|
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
|
|
Name of exchange on which registered
|
Common Stock
|
|
New York Stock Exchange
|
Depositary Shares, Each Representing 1/4000
th
Interest in a
Share of Perpetual Preferred Stock, Series A
|
|
New York Stock Exchange
|
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
|
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New York Stock Exchange
|
Warrants to Purchase Common Stock at $33.70, expiring December 31, 2018
|
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New York Stock Exchange
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Page
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Item 1:
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Item 1A:
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Item 1B:
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Item 2:
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Item 3:
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Item 4:
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Item 5:
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Item 6:
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Item 7:
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Item 7A:
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Item 8:
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Item 9:
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Item 9A:
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Item 9B:
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Item 10:
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Item 11:
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Item 12:
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Item 13:
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Item 14:
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Item 15:
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Item 1.
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BUSINESS
|
•
|
A new minimum CET 1 capital ratio of 4.5%; a Tier 1 capital ratio, with a numerator consisting of the sum of CET 1 and “Additional Tier 1 capital” instruments meeting specified requirements, of 6.0%; and a total capital ratio, with a numerator consisting of the sum of CET 1, Additional Tier 1 capital and Tier 2 capital, of 8.0%.
|
•
|
CET 1 is defined narrowly by requiring that most deductions or adjustments to regulatory capital measures be made to CET 1, and expanding the scope of the deductions or adjustments as compared to existing regulations.
|
•
|
A 2.5% “capital conservation buffer” to be phased-in starting January 1, 2016, added to the CET 1, Tier 1, and Total Capital ratios , effectively resulting upon full implementation in a minimum ratio of each of CET 1, Tier 1, and Total Capital of 7.0%, 8.5%, and 10.5%, respectively;
|
•
|
A significant increase to capital charges for certain commercial real estate loans determined to be “high volatility real estate exposures” not involving a down payment of at least 15% of the “as completed” value of the property, which would apply, subject to certain exceptions, to a large array of commercial real estate loans, including small business loans and owner-occupied business properties; and
|
•
|
Include unrealized gains and losses on all securities AFS in the calculation of CET 1, subject to a one-time election for securities AFS as a component of other AOCI, to allow the treatment of AOCI as currently treated for regulatory capital purposes. The Company intends to make such an election.
|
Item 1A.
|
RISK FACTORS
|
•
|
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 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
|
|
|
|
|
|
|
|
|
||
|
Common Stock
1
|
||||||||
|
Total number of
shares purchased
2
|
|
Average price paid per share
|
|
Number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
($ in millions)
|
||
April 1 - 30
|
1,072,400
|
|
$29.03
|
|
1,072,400
|
|
|
$169
|
|
May 1 - 31
|
591,532
|
|
31.89
|
|
591,532
|
|
150
|
|
|
June 1 - 30
|
—
|
|
—
|
|
—
|
|
150
|
|
|
Total during second quarter of 2013
|
1,663,932
|
|
$30.05
|
|
1,663,932
|
|
|
$150
|
|
|
|
|
|
|
|
|
|
||
July 1 - 31
|
1,429,527
|
|
$34.98
|
|
1,429,527
|
|
|
$100
|
|
August 1 - 31
|
—
|
|
—
|
|
—
|
|
100
|
|
|
September 1 - 30
|
—
|
|
—
|
|
—
|
|
100
|
|
|
Total during third quarter of 2013
|
1,429,527
|
|
$34.98
|
|
1,429,527
|
|
|
$100
|
|
|
|
|
|
|
|
|
|
||
October 1 - 31
|
1,463,185
|
|
$34.17
|
|
1,463,185
|
|
|
$50
|
|
November 1 - 30
|
—
|
|
—
|
|
—
|
|
50
|
|
|
December 1-31
|
—
|
|
—
|
|
—
|
|
50
|
|
|
Total during fourth quarter of 2013
|
1,463,185
|
|
$34.17
|
|
1,463,185
|
|
|
$50
|
|
Total during 2013
|
4,556,644
|
|
$32.92
|
|
4,556,644
|
|
|
$50
|
|
|
|
|
|
|
|
|
|
Item 6.
|
SELECTED FINANCIAL DATA
|
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$5,388
|
|
|
|
$5,867
|
|
|
|
$6,181
|
|
|
|
$6,343
|
|
|
|
$6,710
|
|
Interest expense
|
535
|
|
|
765
|
|
|
1,116
|
|
|
1,489
|
|
|
2,244
|
|
|||||
Net interest income
|
4,853
|
|
|
5,102
|
|
|
5,065
|
|
|
4,854
|
|
|
4,466
|
|
|||||
Provision for credit losses
|
553
|
|
|
1,395
|
|
|
1,513
|
|
|
2,651
|
|
|
4,064
|
|
|||||
Net interest income after provision for credit losses
|
4,300
|
|
|
3,707
|
|
|
3,552
|
|
|
2,203
|
|
|
402
|
|
|||||
Noninterest income
|
3,214
|
|
|
5,373
|
|
|
3,421
|
|
|
3,729
|
|
|
3,710
|
|
|||||
Noninterest expense
|
5,880
|
|
|
6,323
|
|
|
6,234
|
|
|
5,911
|
|
|
6,562
|
|
|||||
Income/(loss) before provision for income taxes
|
1,634
|
|
|
2,757
|
|
|
739
|
|
|
21
|
|
|
(2,450
|
)
|
|||||
Provision/(benefit) for income taxes
|
273
|
|
|
773
|
|
|
79
|
|
|
(185
|
)
|
|
(898
|
)
|
|||||
Net income attributable to noncontrolling interest
|
17
|
|
|
26
|
|
|
13
|
|
|
17
|
|
|
12
|
|
|||||
Net income/(loss)
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
|
|
($1,564
|
)
|
Net income/(loss) available to common shareholders
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
Net income/(loss) available to common shareholders, excluding Form 8-K items
1
|
|
$1,476
|
|
|
|
$1,178
|
|
|
|
$495
|
|
|
|
($87
|
)
|
|
|
($1,733
|
)
|
Net interest income - FTE
1
|
|
$4,980
|
|
|
|
$5,225
|
|
|
|
$5,179
|
|
|
|
$4,970
|
|
|
|
$4,589
|
|
Total revenue - FTE
1
|
8,194
|
|
|
10,598
|
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|||||
Total revenue - FTE, excluding net securities gains
1
|
8,192
|
|
|
8,624
|
|
|
8,483
|
|
|
8,508
|
|
|
8,201
|
|
|||||
Total revenue - FTE, excluding Form 8-K items
1
|
8,257
|
|
|
11,901
|
|
|
8,600
|
|
|
8,699
|
|
|
8,299
|
|
|||||
Net income/(loss) per average common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
2
|
2.41
|
|
|
3.59
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|||||
Diluted excluding goodwill/intangible impairment charges, other than MSRs
1,2
|
2.41
|
|
|
3.60
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(2.34
|
)
|
|||||
Diluted excluding effect of accelerated accretion associated with the repurchase of preferred stock issued to the U.S. Treasury
1,2
|
2.41
|
|
|
3.59
|
|
|
1.08
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|||||
Diluted, excluding the effect of Form 8-K items
1,2
|
2.74
|
|
|
2.19
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|||||
Basic
|
2.43
|
|
|
3.62
|
|
|
0.94
|
|
|
(0.18
|
)
|
|
(3.98
|
)
|
|||||
Dividends paid per average common share
|
0.35
|
|
|
0.20
|
|
|
0.12
|
|
|
0.04
|
|
|
0.22
|
|
|||||
Book value per common share
|
38.61
|
|
|
37.59
|
|
|
36.86
|
|
|
36.34
|
|
|
35.29
|
|
|||||
Tangible book value per common share
1
|
27.01
|
|
|
25.98
|
|
|
25.18
|
|
|
23.76
|
|
|
22.59
|
|
|||||
Market capitalization
|
19,734
|
|
|
15,279
|
|
|
9,504
|
|
|
14,768
|
|
|
10,128
|
|
|||||
Market price:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
36.99
|
|
|
30.79
|
|
|
33.14
|
|
|
31.92
|
|
|
30.18
|
|
|||||
Low
|
26.93
|
|
|
18.07
|
|
|
15.79
|
|
|
20.16
|
|
|
6.00
|
|
|||||
Close
|
36.81
|
|
|
28.35
|
|
|
17.70
|
|
|
29.51
|
|
|
20.29
|
|
|||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$172,497
|
|
|
|
$176,134
|
|
|
|
$172,440
|
|
|
|
$172,375
|
|
|
|
$175,442
|
|
Earning assets
|
153,728
|
|
|
153,479
|
|
|
147,802
|
|
|
147,187
|
|
|
150,908
|
|
|||||
Loans
|
122,657
|
|
|
122,893
|
|
|
116,308
|
|
|
113,925
|
|
|
121,041
|
|
|||||
Consumer and commercial deposits
|
127,076
|
|
|
126,249
|
|
|
122,672
|
|
|
117,129
|
|
|
113,164
|
|
|||||
Brokered time and foreign deposits
|
2,065
|
|
|
2,255
|
|
|
2,386
|
|
|
2,916
|
|
|
6,082
|
|
|||||
Intangible assets including MSRs
|
7,535
|
|
|
7,322
|
|
|
7,780
|
|
|
7,837
|
|
|
7,882
|
|
|||||
MSRs
|
1,121
|
|
|
887
|
|
|
1,331
|
|
|
1,317
|
|
|
533
|
|
|||||
Preferred Stock
|
725
|
|
|
290
|
|
|
1,328
|
|
|
4,929
|
|
|
5,067
|
|
|||||
Total shareholders’ equity
|
21,167
|
|
|
20,495
|
|
|
20,696
|
|
|
22,834
|
|
|
22,286
|
|
|||||
Average common shares - diluted (thousands)
|
539,093
|
|
|
538,061
|
|
|
527,618
|
|
|
498,744
|
|
|
437,486
|
|
|||||
Average common shares - basic (thousands)
|
534,283
|
|
|
534,149
|
|
|
523,995
|
|
|
495,361
|
|
|
435,328
|
|
|||||
At December 31
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$175,335
|
|
|
|
$173,442
|
|
|
|
$176,859
|
|
|
|
$172,874
|
|
|
|
$174,165
|
|
Earning assets
|
156,978
|
|
|
151,223
|
|
|
154,696
|
|
|
148,473
|
|
|
147,896
|
|
|||||
Loans
|
127,877
|
|
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
ALLL
|
2,044
|
|
|
2,174
|
|
|
2,457
|
|
|
2,974
|
|
|
3,120
|
|
|||||
Consumer and commercial deposits
|
127,735
|
|
|
130,180
|
|
|
125,611
|
|
|
120,025
|
|
|
116,303
|
|
|||||
Brokered time and foreign deposits
|
2,024
|
|
|
2,136
|
|
|
2,311
|
|
|
3,019
|
|
|
5,560
|
|
|||||
Long-term debt
|
10,700
|
|
|
9,357
|
|
|
10,908
|
|
|
13,648
|
|
|
17,490
|
|
|||||
Total shareholders’ equity
|
21,422
|
|
|
20,985
|
|
|
20,066
|
|
|
23,130
|
|
|
22,531
|
|
|||||
Financial Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
ROA
|
0.78
|
%
|
|
1.11
|
%
|
|
0.38
|
%
|
|
0.11
|
%
|
|
(0.89
|
)%
|
|||||
ROE
|
6.34
|
|
|
9.56
|
|
|
2.56
|
|
|
(0.49
|
)
|
|
(10.07
|
)
|
|||||
ROTCE
1
|
9.25
|
|
|
14.02
|
|
|
3.83
|
|
|
(0.76
|
)
|
|
(17.56
|
)
|
|||||
Net interest margin - FTE
|
3.24
|
|
|
3.40
|
|
|
3.50
|
|
|
3.38
|
|
|
3.04
|
|
|||||
Efficiency ratio
|
71.75
|
|
|
59.67
|
|
|
72.49
|
|
|
67.94
|
|
|
79.07
|
|
|||||
Tangible efficiency ratio
1
|
71.48
|
|
|
59.24
|
|
|
71.99
|
|
|
67.36
|
|
|
69.35
|
|
|||||
Tangible efficiency ratio, excluding Form 8-K items
1
|
65.86
|
|
|
67.34
|
|
|
71.99
|
|
|
67.36
|
|
|
69.35
|
|
|||||
Total average shareholders’ equity to total average assets
|
12.27
|
|
|
11.64
|
|
|
12.00
|
|
|
13.25
|
|
|
12.70
|
|
|||||
Tangible equity to tangible assets
1
|
9.00
|
|
|
8.82
|
|
|
8.10
|
|
|
10.12
|
|
|
9.66
|
|
|||||
Effective tax rate/(benefit)
|
16.89
|
|
|
28.29
|
|
|
10.84
|
|
|
NM
3
|
|
|
(36.50
|
)
|
|||||
Allowance to year-end total loans
|
1.60
|
|
|
1.80
|
|
|
2.01
|
|
|
2.58
|
|
|
2.76
|
|
|||||
Total NPAs to total loans plus OREO, other repossessed assets, and nonperforming LHFS
|
0.91
|
|
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
|||||
Common dividend payout ratio
4
|
14.5
|
|
|
5.6
|
|
|
12.9
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Capital adequacy at period end
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 common equity
|
9.82
|
%
|
|
10.04
|
%
|
|
9.22
|
%
|
|
8.08
|
%
|
|
7.67
|
%
|
|||||
Tier 1 capital
|
10.81
|
|
|
11.13
|
|
|
10.90
|
|
|
13.67
|
|
|
12.96
|
|
|||||
Total capital
|
12.81
|
|
|
13.48
|
|
|
13.67
|
|
|
16.54
|
|
|
16.43
|
|
|||||
Tier 1 leverage
|
9.58
|
|
|
8.91
|
|
|
8.75
|
|
|
10.94
|
|
|
10.90
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
|
|
|
Table 1
|
|
|||||
|
Year Ended December 31
|
||||||||||
($ in millions, except per share amounts)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income available to common shareholders
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
Significant items impacting the year:
|
|
|
|
|
|
||||||
Operating losses related to recognition of certain mortgage-related legal matters
|
323
|
|
|
—
|
|
|
—
|
|
|||
Mortgage repurchase provision related to repurchase settlements
|
63
|
|
|
—
|
|
|
—
|
|
|||
Provision for unrecoverable servicing advances
|
96
|
|
|
—
|
|
|
—
|
|
|||
Securities gains related to sale of Coke stock
|
—
|
|
|
(1,938
|
)
|
|
—
|
|
|||
Mortgage repurchase provision
|
—
|
|
|
371
|
|
|
—
|
|
|||
Charitable expense related to the Coke stock contribution
|
—
|
|
|
38
|
|
|
—
|
|
|||
Provision for credit losses related to NPL sales
|
—
|
|
|
172
|
|
|
—
|
|
|||
Losses on sale of guaranteed loans
|
—
|
|
|
92
|
|
|
—
|
|
|||
Valuation losses related to planned sale of Affordable Housing investments
|
—
|
|
|
96
|
|
|
—
|
|
|||
Tax (benefit)/expense related to above items
|
(190
|
)
|
|
416
|
|
|
—
|
|
|||
Net tax benefit related to subsidiary reorganization and other
|
(113
|
)
|
|
—
|
|
|
—
|
|
|||
Net income available to common shareholders, excluding significant items impacting the year
|
|
$1,476
|
|
|
|
$1,178
|
|
|
|
$495
|
|
Net income per average common share, diluted
|
|
$2.41
|
|
|
|
$3.59
|
|
|
|
$0.94
|
|
Net income per average common share, diluted, excluding significant items impacting the year
|
|
$2.74
|
|
|
|
$2.19
|
|
|
|
$0.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Daily Average Balances, Income/Expense, and Average Yields Earned/Rates Paid
|
|
Table 2
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
(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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
C&I - FTE
2
|
|
$54,788
|
|
|
|
$2,181
|
|
|
3.98
|
%
|
|
|
$51,228
|
|
|
|
$2,329
|
|
|
4.55
|
%
|
|
|
$46,027
|
|
|
|
$2,368
|
|
|
5.14
|
%
|
CRE
|
4,513
|
|
|
146
|
|
|
3.24
|
|
|
4,517
|
|
|
165
|
|
|
3.65
|
|
|
5,323
|
|
|
198
|
|
|
3.72
|
|
||||||
Commercial construction
|
701
|
|
|
24
|
|
|
3.46
|
|
|
816
|
|
|
31
|
|
|
3.79
|
|
|
1,173
|
|
|
45
|
|
|
3.85
|
|
||||||
Residential mortgages - guaranteed
|
3,708
|
|
|
106
|
|
|
2.85
|
|
|
5,589
|
|
|
165
|
|
|
2.96
|
|
|
4,587
|
|
|
157
|
|
|
3.42
|
|
||||||
Residential mortgages - nonguaranteed
|
23,007
|
|
|
958
|
|
|
4.17
|
|
|
22,621
|
|
|
1,023
|
|
|
4.52
|
|
|
21,926
|
|
|
1,088
|
|
|
4.96
|
|
||||||
Home equity products
|
14,474
|
|
|
525
|
|
|
3.63
|
|
|
14,962
|
|
|
551
|
|
|
3.68
|
|
|
15,841
|
|
|
594
|
|
|
3.75
|
|
||||||
Residential construction
|
549
|
|
|
27
|
|
|
4.91
|
|
|
692
|
|
|
36
|
|
|
5.17
|
|
|
862
|
|
|
45
|
|
|
5.21
|
|
||||||
Guaranteed student loans
|
5,426
|
|
|
207
|
|
|
3.82
|
|
|
6,863
|
|
|
265
|
|
|
3.87
|
|
|
4,920
|
|
|
209
|
|
|
4.26
|
|
||||||
Other direct
|
2,535
|
|
|
111
|
|
|
4.37
|
|
|
2,226
|
|
|
97
|
|
|
4.34
|
|
|
1,868
|
|
|
89
|
|
|
4.75
|
|
||||||
Indirect
|
11,072
|
|
|
377
|
|
|
3.41
|
|
|
10,468
|
|
|
403
|
|
|
3.85
|
|
|
9,690
|
|
|
439
|
|
|
4.53
|
|
||||||
Credit cards
|
646
|
|
|
62
|
|
|
9.66
|
|
|
567
|
|
|
57
|
|
|
10.06
|
|
|
511
|
|
|
59
|
|
|
11.61
|
|
||||||
Nonaccrual
3
|
1,238
|
|
|
33
|
|
|
2.63
|
|
|
2,344
|
|
|
31
|
|
|
1.32
|
|
|
3,580
|
|
|
34
|
|
|
0.95
|
|
||||||
Total loans
|
122,657
|
|
|
4,757
|
|
|
3.88
|
|
|
122,893
|
|
|
5,153
|
|
|
4.19
|
|
|
116,308
|
|
|
5,325
|
|
|
4.58
|
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
22,383
|
|
|
569
|
|
|
2.54
|
|
|
21,875
|
|
|
640
|
|
|
2.93
|
|
|
23,973
|
|
|
770
|
|
|
3.21
|
|
||||||
Tax-exempt - FTE
2
|
258
|
|
|
13
|
|
|
5.18
|
|
|
368
|
|
|
20
|
|
|
5.33
|
|
|
502
|
|
|
28
|
|
|
5.48
|
|
||||||
Total securities AFS - FTE
|
22,641
|
|
|
582
|
|
|
2.57
|
|
|
22,243
|
|
|
660
|
|
|
2.97
|
|
|
24,475
|
|
|
798
|
|
|
3.26
|
|
||||||
Fed funds sold and securities borrowed or purchased
under agreements to resell
|
1,024
|
|
|
—
|
|
|
0.02
|
|
|
897
|
|
|
—
|
|
|
0.04
|
|
|
992
|
|
|
—
|
|
|
—
|
|
||||||
LHFS
|
3,096
|
|
|
107
|
|
|
3.44
|
|
|
3,267
|
|
|
112
|
|
|
3.41
|
|
|
2,255
|
|
|
93
|
|
|
4.13
|
|
||||||
Interest-bearing deposits
|
21
|
|
|
—
|
|
|
0.09
|
|
|
22
|
|
|
—
|
|
|
0.21
|
|
|
22
|
|
|
—
|
|
|
0.15
|
|
||||||
Interest earning trading assets
|
4,289
|
|
|
69
|
|
|
1.61
|
|
|
4,157
|
|
|
65
|
|
|
1.55
|
|
|
3,750
|
|
|
79
|
|
|
2.10
|
|
||||||
Total earning assets
|
153,728
|
|
|
5,515
|
|
|
3.59
|
|
|
153,479
|
|
|
5,990
|
|
|
3.90
|
|
|
147,802
|
|
|
6,295
|
|
|
4.26
|
|
||||||
ALLL
|
(2,121
|
)
|
|
|
|
|
|
(2,295
|
)
|
|
|
|
|
|
(2,702
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
4,530
|
|
|
|
|
|
|
5,482
|
|
|
|
|
|
|
5,203
|
|
|
|
|
|
||||||||||||
Other assets
|
14,287
|
|
|
|
|
|
|
14,854
|
|
|
|
|
|
|
16,831
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets
|
1,660
|
|
|
|
|
|
|
2,184
|
|
|
|
|
|
|
2,708
|
|
|
|
|
|
||||||||||||
Unrealized gains on securities AFS
|
413
|
|
|
|
|
|
|
2,430
|
|
|
|
|
|
|
2,598
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$172,497
|
|
|
|
|
|
|
|
$176,134
|
|
|
|
|
|
|
|
$172,440
|
|
|
|
|
|
|||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
$26,083
|
|
|
|
$17
|
|
|
0.07
|
%
|
|
|
$25,155
|
|
|
|
$23
|
|
|
0.09
|
%
|
|
|
$24,751
|
|
|
|
$35
|
|
|
0.14
|
%
|
Money market accounts
|
42,655
|
|
|
54
|
|
|
0.13
|
|
|
42,101
|
|
|
88
|
|
|
0.21
|
|
|
42,854
|
|
|
161
|
|
|
0.38
|
|
||||||
Savings
|
5,740
|
|
|
3
|
|
|
0.05
|
|
|
5,113
|
|
|
5
|
|
|
0.10
|
|
|
4,535
|
|
|
7
|
|
|
0.15
|
|
||||||
Consumer time
|
9,018
|
|
|
102
|
|
|
1.13
|
|
|
10,597
|
|
|
145
|
|
|
1.37
|
|
|
12,451
|
|
|
198
|
|
|
1.59
|
|
||||||
Other time
|
4,937
|
|
|
64
|
|
|
1.29
|
|
|
5,954
|
|
|
91
|
|
|
1.52
|
|
|
7,036
|
|
|
122
|
|
|
1.73
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
88,433
|
|
|
240
|
|
|
0.27
|
|
|
88,920
|
|
|
352
|
|
|
0.40
|
|
|
91,627
|
|
|
523
|
|
|
0.57
|
|
||||||
Brokered time deposits
|
2,030
|
|
|
51
|
|
|
2.49
|
|
|
2,204
|
|
|
77
|
|
|
3.42
|
|
|
2,306
|
|
|
101
|
|
|
4.38
|
|
||||||
Foreign deposits
|
35
|
|
|
—
|
|
|
0.13
|
|
|
51
|
|
|
—
|
|
|
0.17
|
|
|
80
|
|
|
—
|
|
|
0.57
|
|
||||||
Total interest-bearing deposits
|
90,498
|
|
|
291
|
|
|
0.32
|
|
|
91,175
|
|
|
429
|
|
|
0.47
|
|
|
94,013
|
|
|
624
|
|
|
0.66
|
|
||||||
Funds purchased
|
639
|
|
|
1
|
|
|
0.10
|
|
|
798
|
|
|
1
|
|
|
0.11
|
|
|
1,038
|
|
|
2
|
|
|
0.13
|
|
||||||
Securities sold under agreements to repurchase
|
1,857
|
|
|
3
|
|
|
0.14
|
|
|
1,602
|
|
|
3
|
|
|
0.18
|
|
|
2,157
|
|
|
3
|
|
|
0.15
|
|
||||||
Interest-bearing trading liabilities
|
705
|
|
|
17
|
|
|
2.45
|
|
|
676
|
|
|
15
|
|
|
2.24
|
|
|
851
|
|
|
26
|
|
|
3.04
|
|
||||||
Other short-term borrowings
|
4,953
|
|
|
13
|
|
|
0.26
|
|
|
6,952
|
|
|
18
|
|
|
0.27
|
|
|
3,465
|
|
|
12
|
|
|
0.36
|
|
||||||
Long-term debt
|
9,872
|
|
|
210
|
|
|
2.12
|
|
|
11,806
|
|
|
299
|
|
|
2.53
|
|
|
13,496
|
|
|
449
|
|
|
3.33
|
|
||||||
Total interest-bearing liabilities
|
108,524
|
|
|
535
|
|
|
0.49
|
|
|
113,009
|
|
|
765
|
|
|
0.68
|
|
|
115,020
|
|
|
1,116
|
|
|
0.97
|
|
||||||
Noninterest-bearing deposits
|
38,643
|
|
|
|
|
|
|
37,329
|
|
|
|
|
|
|
31,045
|
|
|
|
|
|
||||||||||||
Other liabilities
|
3,602
|
|
|
|
|
|
|
4,348
|
|
|
|
|
|
|
3,972
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities
|
561
|
|
|
|
|
|
|
953
|
|
|
|
|
|
|
1,707
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
21,167
|
|
|
|
|
|
|
20,495
|
|
|
|
|
|
|
20,696
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$172,497
|
|
|
|
|
|
|
|
$176,134
|
|
|
|
|
|
|
|
$172,440
|
|
|
|
|
|
|||||||||
Interest Rate Spread
|
|
|
|
|
3.10
|
%
|
|
|
|
|
|
3.22
|
%
|
|
|
|
|
|
3.29
|
%
|
||||||||||||
Net interest income - FTE
4
|
|
|
|
$4,980
|
|
|
|
|
|
|
|
$5,225
|
|
|
|
|
|
|
|
$5,179
|
|
|
|
|||||||||
Net Interest Margin
5
|
|
|
|
|
3.24
|
%
|
|
|
|
|
|
3.40
|
%
|
|
|
|
|
|
3.50
|
%
|
|
|
|
|
Table 4
|
|
|||
|
|
|
|
|
||||
|
|
Ending Notional
Balance of Active Swaps
(in billions)
|
|
Estimated Net Interest Income
Related to Swaps
(in millions)
|
||||
First Quarter 2014
|
|
|
$17.3
|
|
|
|
$101
|
|
Second Quarter 2014
|
|
16.1
|
|
|
98
|
|
||
Third Quarter 2014
|
|
16.1
|
|
|
93
|
|
||
Fourth Quarter 2014
|
|
12.6
|
|
|
79
|
|
||
As of and for the year ended December 31, 2015
|
|
6.6
|
|
|
134
|
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 5
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Service charges on deposit accounts
|
|
$657
|
|
|
|
$676
|
|
|
|
$685
|
|
Other charges and fees
|
369
|
|
|
402
|
|
|
415
|
|
|||
Card fees
1
|
310
|
|
|
316
|
|
|
463
|
|
|||
Trust and investment management income
|
518
|
|
|
512
|
|
|
531
|
|
|||
Retail investment services
|
267
|
|
|
241
|
|
|
230
|
|
|||
Investment banking income
|
356
|
|
|
342
|
|
|
317
|
|
|||
Trading income
|
182
|
|
|
211
|
|
|
248
|
|
|||
Mortgage production related income/(loss)
|
314
|
|
|
343
|
|
|
(5
|
)
|
|||
Mortgage servicing related income
|
87
|
|
|
260
|
|
|
224
|
|
|||
Net securities gains
|
2
|
|
|
1,974
|
|
|
117
|
|
|||
Other noninterest income
|
152
|
|
|
96
|
|
|
196
|
|
|||
Total noninterest income
|
|
$3,214
|
|
|
|
$5,373
|
|
|
|
$3,421
|
|
Total noninterest income, excluding Form 8-K items
2
|
|
$3,277
|
|
|
|
$3,898
|
|
|
|
$3,421
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 6
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Employee compensation
|
|
$2,488
|
|
|
|
$2,603
|
|
|
|
$2,494
|
|
Employee benefits
|
413
|
|
|
474
|
|
|
382
|
|
|||
Personnel expenses
|
2,901
|
|
|
3,077
|
|
|
2,876
|
|
|||
Outside processing and software
|
746
|
|
|
710
|
|
|
653
|
|
|||
Net occupancy expense
|
348
|
|
|
359
|
|
|
356
|
|
|||
Operating losses
|
503
|
|
|
277
|
|
|
377
|
|
|||
Credit and collection services
|
264
|
|
|
239
|
|
|
275
|
|
|||
Regulatory assessments
|
181
|
|
|
233
|
|
|
300
|
|
|||
Equipment expense
|
181
|
|
|
188
|
|
|
178
|
|
|||
Marketing and customer development
|
135
|
|
|
184
|
|
|
184
|
|
|||
Consulting and legal fees
|
73
|
|
|
165
|
|
|
120
|
|
|||
Postage and delivery
|
69
|
|
|
76
|
|
|
81
|
|
|||
Other staff expense
|
66
|
|
|
94
|
|
|
95
|
|
|||
Communications
|
63
|
|
|
63
|
|
|
63
|
|
|||
Operating supplies
|
28
|
|
|
34
|
|
|
45
|
|
|||
Amortization/impairment of intangible assets/goodwill
|
23
|
|
|
46
|
|
|
43
|
|
|||
Other real estate expense
|
4
|
|
|
140
|
|
|
264
|
|
|||
Impairment of affordable housing investments
|
3
|
|
|
96
|
|
|
10
|
|
|||
Net loss/(gain) on debt extinguishment
|
—
|
|
|
16
|
|
|
(3
|
)
|
|||
Other expense
|
292
|
|
|
326
|
|
|
317
|
|
|||
Total noninterest expense
|
|
$5,880
|
|
|
|
$6,323
|
|
|
|
$6,234
|
|
Total noninterest expense, excluding Form 8-K items
1
|
|
$5,461
|
|
|
|
$6,189
|
|
|
|
$6,234
|
|
Loan Portfolio by Types of Loans
|
|
|
|
|
|
|
|
|
Table 7
|
|
|||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$57,974
|
|
|
|
$54,048
|
|
|
|
$49,538
|
|
|
|
$44,753
|
|
|
|
$44,008
|
|
CRE
|
5,481
|
|
|
4,127
|
|
|
5,094
|
|
|
6,167
|
|
|
6,694
|
|
|||||
Commercial construction
|
855
|
|
|
713
|
|
|
1,240
|
|
|
2,568
|
|
|
4,984
|
|
|||||
Total commercial loans
|
64,310
|
|
|
58,888
|
|
|
55,872
|
|
|
53,488
|
|
|
55,686
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
3,416
|
|
|
4,252
|
|
|
6,672
|
|
|
4,520
|
|
|
949
|
|
|||||
Residential mortgages - nonguaranteed
1
|
24,412
|
|
|
23,389
|
|
|
23,243
|
|
|
23,959
|
|
|
25,847
|
|
|||||
Home equity products
|
14,809
|
|
|
14,805
|
|
|
15,765
|
|
|
16,751
|
|
|
17,783
|
|
|||||
Residential construction
|
553
|
|
|
753
|
|
|
980
|
|
|
1,291
|
|
|
1,909
|
|
|||||
Total residential loans
|
43,190
|
|
|
43,199
|
|
|
46,660
|
|
|
46,521
|
|
|
46,488
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
5,545
|
|
|
5,357
|
|
|
7,199
|
|
|
4,260
|
|
|
2,786
|
|
|||||
Other direct
|
2,829
|
|
|
2,396
|
|
|
2,059
|
|
|
1,722
|
|
|
1,484
|
|
|||||
Indirect
|
11,272
|
|
|
10,998
|
|
|
10,165
|
|
|
9,499
|
|
|
6,665
|
|
|||||
Credit cards
|
731
|
|
|
632
|
|
|
540
|
|
|
485
|
|
|
566
|
|
|||||
Total consumer loans
|
20,377
|
|
|
19,383
|
|
|
19,963
|
|
|
15,966
|
|
|
11,501
|
|
|||||
LHFI
|
|
$127,877
|
|
|
|
$121,470
|
|
|
|
$122,495
|
|
|
|
$115,975
|
|
|
|
$113,675
|
|
LHFS
|
|
$1,699
|
|
|
|
$3,399
|
|
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
$4,670
|
|
|
|
|
|
|
|
Selected Loan Maturity Data
|
|
|
|
|
|
|
Table 8
|
|
|||||||
(Dollars in millions)
|
At December 31, 2013
|
||||||||||||||
Total
|
|
1 year or less
|
|
1-5 years
|
|
After 5 years
|
|||||||||
|
|
|
|||||||||||||
Loan Maturity
|
|
|
|
|
|
|
|
||||||||
Commercial and commercial real estate
1
|
|
$57,880
|
|
|
|
$21,953
|
|
|
|
$32,414
|
|
|
|
$3,513
|
|
Real estate - construction
|
855
|
|
|
155
|
|
|
634
|
|
|
66
|
|
||||
Total
|
|
$58,735
|
|
|
|
$22,108
|
|
|
|
$33,048
|
|
|
|
$3,579
|
|
Interest Rate Sensitivity
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$5,124
|
|
|
|
$1,989
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
27,924
|
|
|
1,590
|
|
||||||
Total
|
|
|
|
|
|
$33,048
|
|
|
|
$3,579
|
|
Funded Exposures by Selected Industries
|
|
|
|
|
|
|
Table 9
|
|
|||||
|
2013
|
|
2012
|
||||||||||
(Dollars in millions)
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
||||||
Real Estate
|
|
$8,500
|
|
|
13
|
%
|
|
|
$6,331
|
|
|
11
|
%
|
Consumer Products and Services
|
8,152
|
|
|
13
|
|
|
7,693
|
|
|
13
|
|
||
Diversified Financials and Insurance
|
7,249
|
|
|
11
|
|
|
7,155
|
|
|
12
|
|
||
Health Care & Pharmaceuticals
|
5,995
|
|
|
9
|
|
|
5,875
|
|
|
10
|
|
||
Government
|
5,036
|
|
|
8
|
|
|
3,964
|
|
|
7
|
|
||
Automotive
|
4,604
|
|
|
7
|
|
|
3,816
|
|
|
6
|
|
||
Energy and Utilities
|
3,971
|
|
|
6
|
|
|
3,419
|
|
|
6
|
|
||
Retailing
|
3,715
|
|
|
6
|
|
|
3,626
|
|
|
6
|
|
||
Diversified Commercial Services and Supplies
|
3,460
|
|
|
5
|
|
|
3,414
|
|
|
6
|
|
||
Capital Goods
|
3,057
|
|
|
5
|
|
|
3,411
|
|
|
6
|
|
||
Media & Telecommunication Services
|
2,494
|
|
|
4
|
|
|
2,466
|
|
|
4
|
|
||
Religious Organizations/Non-Profits
|
1,899
|
|
|
3
|
|
|
1,884
|
|
|
3
|
|
||
Transportation
|
1,896
|
|
|
3
|
|
|
1,737
|
|
|
3
|
|
||
Materials
|
1,860
|
|
|
3
|
|
|
1,960
|
|
|
3
|
|
||
Technology (Hardware & Software)
|
1,226
|
|
|
2
|
|
|
1,068
|
|
|
2
|
|
||
Individuals, Investments, and Trusts
|
906
|
|
|
2
|
|
|
902
|
|
|
2
|
|
||
Other Industries
|
290
|
|
|
—
|
|
|
167
|
|
|
—
|
|
||
Total
|
|
$64,310
|
|
|
100
|
%
|
|
|
$58,888
|
|
|
100
|
%
|
Loan Types by Geography
|
|
|
|
|
|
|
|
|
|
Table 10
|
|
|||||||||
|
2013
|
|||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|||||||||||||||
(Dollars in millions)
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|||||||||
Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
$12,003
|
|
|
19
|
%
|
|
|
$10,770
|
|
|
25
|
%
|
|
|
$3,683
|
|
|
18
|
%
|
Georgia
|
8,175
|
|
|
13
|
|
|
6,210
|
|
|
14
|
|
|
1,539
|
|
|
8
|
|
|||
Virginia
|
7,052
|
|
|
11
|
|
|
6,312
|
|
|
15
|
|
|
1,633
|
|
|
8
|
|
|||
Tennessee
|
4,689
|
|
|
7
|
|
|
2,489
|
|
|
6
|
|
|
738
|
|
|
4
|
|
|||
North Carolina
|
3,583
|
|
|
5
|
|
|
3,902
|
|
|
9
|
|
|
1,464
|
|
|
7
|
|
|||
Maryland
|
3,431
|
|
|
5
|
|
|
4,097
|
|
|
9
|
|
|
1,402
|
|
|
7
|
|
|||
South Carolina
|
1,122
|
|
|
2
|
|
|
2,023
|
|
|
5
|
|
|
412
|
|
|
2
|
|
|||
District of Columbia
|
1,066
|
|
|
2
|
|
|
727
|
|
|
2
|
|
|
95
|
|
|
—
|
|
|||
Total banking region
|
41,121
|
|
|
64
|
|
|
36,530
|
|
|
85
|
|
|
10,966
|
|
|
54
|
|
|||
California, Illinois, Pennsylvania,
Texas, New Jersey, New York
|
12,131
|
|
|
19
|
|
|
3,811
|
|
|
9
|
|
|
5,043
|
|
|
25
|
|
|||
All other states
|
11,058
|
|
|
17
|
|
|
2,849
|
|
|
6
|
|
|
4,368
|
|
|
21
|
|
|||
Total outside banking region
|
23,189
|
|
|
36
|
|
|
6,660
|
|
|
15
|
|
|
9,411
|
|
|
46
|
|
|||
Total
|
|
$64,310
|
|
|
100
|
%
|
|
|
$43,190
|
|
|
100
|
%
|
|
|
$20,377
|
|
|
100
|
%
|
|
2012
|
|||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|||||||||||||||
(Dollars in millions)
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|||||||||
Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
$11,361
|
|
|
19
|
%
|
|
|
$11,123
|
|
|
26
|
%
|
|
|
$3,586
|
|
|
18
|
%
|
Georgia
|
10,178
|
|
|
17
|
|
|
6,188
|
|
|
14
|
|
|
1,467
|
|
|
8
|
|
|||
Virginia
|
6,758
|
|
|
12
|
|
|
6,089
|
|
|
14
|
|
|
1,667
|
|
|
9
|
|
|||
Tennessee
|
4,696
|
|
|
8
|
|
|
2,504
|
|
|
6
|
|
|
720
|
|
|
4
|
|
|||
North Carolina
|
3,275
|
|
|
6
|
|
|
3,826
|
|
|
9
|
|
|
1,528
|
|
|
8
|
|
|||
Maryland
|
3,293
|
|
|
6
|
|
|
3,751
|
|
|
9
|
|
|
1,404
|
|
|
7
|
|
|||
South Carolina
|
866
|
|
|
1
|
|
|
2,097
|
|
|
5
|
|
|
387
|
|
|
2
|
|
|||
District of Columbia
|
634
|
|
|
1
|
|
|
637
|
|
|
1
|
|
|
94
|
|
|
—
|
|
|||
Total banking region
|
41,061
|
|
|
70
|
|
|
36,215
|
|
|
84
|
|
|
10,853
|
|
|
56
|
|
|||
California, Illinois, Pennsylvania,
Texas, New Jersey, New York
|
8,475
|
|
|
14
|
|
|
3,783
|
|
|
9
|
|
|
4,419
|
|
|
23
|
|
|||
All other states
|
9,352
|
|
|
16
|
|
|
3,201
|
|
|
7
|
|
|
4,111
|
|
|
21
|
|
|||
Total outside banking region
|
17,827
|
|
|
30
|
|
|
6,984
|
|
|
16
|
|
|
8,530
|
|
|
44
|
|
|||
Total
|
|
$58,888
|
|
|
100
|
%
|
|
|
$43,199
|
|
|
100
|
%
|
|
|
$19,383
|
|
|
100
|
%
|
Summary of Credit Losses Experience
|
|
|
|
|
|
|
|
|
Table 11
|
|
|||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
|
|
$2,379
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Provision/(benefit) for unfunded commitments
|
5
|
|
|
(3
|
)
|
|
(10
|
)
|
|
(57
|
)
|
|
87
|
|
|||||
Provision for loan losses:
|
548
|
|
|
1,398
|
|
|
1,523
|
|
|
2,708
|
|
|
4,007
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
(219
|
)
|
|
(457
|
)
|
|
(803
|
)
|
|
(1,087
|
)
|
|
(1,432
|
)
|
|||||
Residential loans
|
(531
|
)
|
|
(1,316
|
)
|
|
(1,275
|
)
|
|
(1,736
|
)
|
|
(1,707
|
)
|
|||||
Consumer loans
|
(119
|
)
|
|
(134
|
)
|
|
(163
|
)
|
|
(195
|
)
|
|
(259
|
)
|
|||||
Total charge-offs
|
(869
|
)
|
|
(1,907
|
)
|
|
(2,241
|
)
|
|
(3,018
|
)
|
|
(3,398
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
66
|
|
|
154
|
|
|
140
|
|
|
99
|
|
|
84
|
|
|||||
Residential loans
|
87
|
|
|
31
|
|
|
18
|
|
|
20
|
|
|
17
|
|
|||||
Consumer loans
|
38
|
|
|
41
|
|
|
43
|
|
|
44
|
|
|
59
|
|
|||||
Total recoveries
|
191
|
|
|
226
|
|
|
201
|
|
|
163
|
|
|
160
|
|
|||||
Net charge-offs
|
(678
|
)
|
|
(1,681
|
)
|
|
(2,040
|
)
|
|
(2,855
|
)
|
|
(3,238
|
)
|
|||||
Balance - end of period
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$2,044
|
|
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
Unfunded commitments reserve
1
|
50
|
|
|
45
|
|
|
48
|
|
|
58
|
|
|
115
|
|
|||||
Allowance for credit losses
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Average loans
|
|
$122,657
|
|
|
|
$122,893
|
|
|
|
$116,308
|
|
|
|
$113,925
|
|
|
|
$121,041
|
|
Period-end loans outstanding
|
127,877
|
|
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|
113,675
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end loans
2,3
|
1.60
|
%
|
|
1.80
|
%
|
|
2.01
|
%
|
|
2.58
|
%
|
|
2.76
|
%
|
|||||
ALLL to NPLs
4
|
212
|
|
|
142
|
|
|
85
|
|
|
73
|
|
|
59
|
|
|||||
ALLL to net charge-offs
|
3.01x
|
|
|
1.29x
|
|
|
1.20x
|
|
|
1.04x
|
|
|
0.96x
|
|
|||||
Net charge-offs to average loans
|
0.55
|
%
|
|
1.37
|
%
|
|
1.75
|
%
|
|
2.51
|
%
|
|
2.67
|
%
|
Allowance for Loan Losses by Loan Segment
|
|
|
|
|
|
|
|
|
Table 12
|
|
|||||||||
|
December 31
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
ALLL
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$946
|
|
|
|
$902
|
|
|
|
$964
|
|
|
|
$1,303
|
|
|
|
$1,353
|
|
Residential loans
|
930
|
|
|
1,131
|
|
|
1,354
|
|
|
1,498
|
|
|
1,592
|
|
|||||
Consumer loans
|
168
|
|
|
141
|
|
|
139
|
|
|
173
|
|
|
175
|
|
|||||
Total
|
|
$2,044
|
|
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
|
|
$3,120
|
|
Segment ALLL as a % of total ALLL
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
46
|
%
|
|
41
|
%
|
|
39
|
%
|
|
44
|
%
|
|
43
|
%
|
|||||
Residential loans
|
46
|
|
|
52
|
|
|
55
|
|
|
50
|
|
|
51
|
|
|||||
Consumer loans
|
8
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||
Loan segment as a % of total loans
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
50
|
%
|
|
48
|
%
|
|
46
|
%
|
|
46
|
%
|
|
49
|
%
|
|||||
Residential loans
|
34
|
|
|
36
|
|
|
38
|
|
|
40
|
|
|
41
|
|
|||||
Consumer loans
|
16
|
|
|
16
|
|
|
16
|
|
|
14
|
|
|
10
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
Table 13
|
|
|||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Nonaccrual/NPLs
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$196
|
|
|
|
$194
|
|
|
|
$348
|
|
|
|
$584
|
|
|
|
$732
|
|
CRE
|
39
|
|
|
66
|
|
|
288
|
|
|
342
|
|
|
191
|
|
|||||
Commercial construction
|
12
|
|
|
34
|
|
|
290
|
|
|
961
|
|
|
1,247
|
|
|||||
Total commercial NPLs
|
247
|
|
|
294
|
|
|
926
|
|
|
1,887
|
|
|
2,170
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
441
|
|
|
775
|
|
|
1,392
|
|
|
1,543
|
|
|
2,283
|
|
|||||
Home equity products
|
210
|
|
|
341
|
|
|
338
|
|
|
355
|
|
|
367
|
|
|||||
Residential construction
|
61
|
|
|
112
|
|
|
220
|
|
|
290
|
|
|
529
|
|
|||||
Total residential NPLs
|
712
|
|
|
1,228
|
|
|
1,950
|
|
|
2,188
|
|
|
3,179
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other direct
|
5
|
|
|
6
|
|
|
7
|
|
|
10
|
|
|
8
|
|
|||||
Indirect
|
7
|
|
|
19
|
|
|
20
|
|
|
25
|
|
|
45
|
|
|||||
Total consumer NPLs
|
12
|
|
|
25
|
|
|
27
|
|
|
35
|
|
|
53
|
|
|||||
Total nonaccrual/NPLs
|
971
|
|
|
1,547
|
|
|
2,903
|
|
|
4,110
|
|
|
5,402
|
|
|||||
OREO
1
|
170
|
|
|
264
|
|
|
479
|
|
|
596
|
|
|
620
|
|
|||||
Other repossessed assets
|
7
|
|
|
9
|
|
|
10
|
|
|
52
|
|
|
79
|
|
|||||
Nonperforming LHFS
|
17
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total NPAs
|
|
$1,165
|
|
|
|
$1,857
|
|
|
|
$3,392
|
|
|
|
$4,758
|
|
|
|
$6,101
|
|
Accruing loans past due 90 days or more
|
|
$1,228
|
|
|
|
$782
|
|
|
|
$2,028
|
|
|
|
$1,565
|
|
|
|
$1,500
|
|
Accruing LHFS past due 90 days or more
|
—
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|||||
TDRs
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,749
|
|
|
|
$2,501
|
|
|
|
$2,820
|
|
|
|
$2,613
|
|
|
|
$1,641
|
|
Nonaccruing restructured loans
2
|
391
|
|
|
639
|
|
|
802
|
|
|
1,005
|
|
|
913
|
|
|||||
Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to total loans
|
0.76
|
%
|
|
1.27
|
%
|
|
2.37
|
%
|
|
3.54
|
%
|
|
4.75
|
%
|
|||||
Nonperforming assets to total loans plus OREO,
other repossessed assets, and nonperforming LHFS |
0.91
|
|
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|
5.33
|
|
Selected Residential TDR Data
|
|
|
|
|
|
|
|
|
|
|
Table 14
|
|
|||||||||||
|
December 31, 2013
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Rate reduction
|
|
$692
|
|
|
|
$90
|
|
|
|
$782
|
|
|
|
$27
|
|
|
|
$50
|
|
|
|
$77
|
|
Term extension
|
17
|
|
|
4
|
|
|
21
|
|
|
1
|
|
|
6
|
|
|
7
|
|
||||||
Rate reduction and term extension
|
1,439
|
|
|
135
|
|
|
1,574
|
|
|
27
|
|
|
127
|
|
|
154
|
|
||||||
Other
2
|
180
|
|
|
13
|
|
|
193
|
|
|
16
|
|
|
54
|
|
|
70
|
|
||||||
Total
|
|
$2,328
|
|
|
|
$242
|
|
|
|
$2,570
|
|
|
|
$71
|
|
|
|
$237
|
|
|
|
$308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 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
|
7
|
|
|
2
|
|
|
9
|
|
|
172
|
|
|
39
|
|
|
211
|
|
||||||
Total
|
|
$2,055
|
|
|
|
$215
|
|
|
|
$2,270
|
|
|
|
$289
|
|
|
|
$300
|
|
|
|
$589
|
|
Trading Assets and Liabilities and Derivatives
|
|
|
Table 15
|
|
|||
|
December 31
|
||||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Trading Assets and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$219
|
|
|
|
$111
|
|
Federal agency securities
|
426
|
|
|
462
|
|
||
U.S. states and political subdivisions
|
65
|
|
|
34
|
|
||
MBS - agency
|
323
|
|
|
432
|
|
||
CDO/CLO securities
|
57
|
|
|
55
|
|
||
ABS
|
6
|
|
|
36
|
|
||
Corporate and other debt securities
|
534
|
|
|
567
|
|
||
CP
|
29
|
|
|
28
|
|
||
Equity securities
|
109
|
|
|
100
|
|
||
Derivatives
1, 2
|
1,384
|
|
|
2,083
|
|
||
Trading loans
3
|
1,888
|
|
|
2,319
|
|
||
Total trading assets and derivatives
|
|
$5,040
|
|
|
|
$6,227
|
|
Trading Liabilities and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$472
|
|
|
|
$582
|
|
Corporate and other debt securities
|
179
|
|
|
173
|
|
||
Equity securities
|
5
|
|
|
9
|
|
||
Derivatives
1, 2
|
525
|
|
|
412
|
|
||
Total trading liabilities and derivatives
|
|
$1,181
|
|
|
|
$1,176
|
|
Securities Available for Sale
|
|
|
|
|
|
|
Table 16
|
|
|||||||
|
December 31, 2013
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$1,334
|
|
|
|
$6
|
|
|
|
$47
|
|
|
|
$1,293
|
|
Federal agency securities
|
1,028
|
|
|
13
|
|
|
57
|
|
|
984
|
|
||||
U.S. states and political subdivisions
|
232
|
|
|
7
|
|
|
2
|
|
|
237
|
|
||||
MBS - agency
|
18,915
|
|
|
421
|
|
|
425
|
|
|
18,911
|
|
||||
MBS - private
|
155
|
|
|
1
|
|
|
2
|
|
|
154
|
|
||||
ABS
|
78
|
|
|
2
|
|
|
1
|
|
|
79
|
|
||||
Corporate and other debt securities
|
39
|
|
|
3
|
|
|
—
|
|
|
42
|
|
||||
Other equity securities
1
|
841
|
|
|
1
|
|
|
—
|
|
|
842
|
|
||||
Total securities AFS
|
|
$22,622
|
|
|
|
$454
|
|
|
|
$534
|
|
|
|
$22,542
|
|
|
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 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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturity Distribution of Securities Available for Sale
|
|
|
|
|
|
Table 17
|
|
|||||||||||||
|
|
December 31, 2013
|
||||||||||||||||||
(Dollars in millions)
|
|
1 Year
or Less
|
|
1-5
Years
|
|
5-10
Years
|
|
After 10
Years
|
|
Total
|
||||||||||
Distribution of Maturities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortized Cost
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$1
|
|
|
|
$645
|
|
|
|
$688
|
|
|
|
$—
|
|
|
|
$1,334
|
|
Federal agency securities
|
|
51
|
|
|
261
|
|
|
566
|
|
|
150
|
|
|
1,028
|
|
|||||
U.S. states and political subdivisions
|
|
102
|
|
|
66
|
|
|
21
|
|
|
43
|
|
|
232
|
|
|||||
MBS - agency
|
|
1,575
|
|
|
5,780
|
|
|
7,800
|
|
|
3,760
|
|
|
18,915
|
|
|||||
MBS - private
|
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|||||
ABS
|
|
58
|
|
|
18
|
|
|
2
|
|
|
—
|
|
|
78
|
|
|||||
Corporate and other debt securities
|
|
—
|
|
|
22
|
|
|
17
|
|
|
—
|
|
|
39
|
|
|||||
Total debt securities
|
|
|
$1,787
|
|
|
|
$6,947
|
|
|
|
$9,094
|
|
|
|
$3,953
|
|
|
|
$21,781
|
|
Fair Value
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$1
|
|
|
|
$647
|
|
|
|
$645
|
|
|
|
$—
|
|
|
|
$1,293
|
|
Federal agency securities
|
|
51
|
|
|
271
|
|
|
518
|
|
|
144
|
|
|
984
|
|
|||||
U.S. states and political subdivisions
|
|
104
|
|
|
70
|
|
|
21
|
|
|
42
|
|
|
237
|
|
|||||
MBS - agency
|
|
1,665
|
|
|
5,969
|
|
|
7,756
|
|
|
3,521
|
|
|
18,911
|
|
|||||
MBS - private
|
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|||||
ABS
|
|
57
|
|
|
20
|
|
|
2
|
|
|
—
|
|
|
79
|
|
|||||
Corporate and other debt securities
|
|
—
|
|
|
25
|
|
|
17
|
|
|
—
|
|
|
42
|
|
|||||
Total debt securities
|
|
|
$1,878
|
|
|
|
$7,156
|
|
|
|
$8,959
|
|
|
|
$3,707
|
|
|
|
$21,700
|
|
Weighted average yield (FTE)
2
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
1.24
|
%
|
|
1.62
|
%
|
|
2.06
|
%
|
|
—
|
%
|
|
1.85
|
%
|
|||||
Federal agency securities
|
|
3.30
|
|
|
3.07
|
|
|
2.41
|
|
|
2.86
|
|
|
2.69
|
|
|||||
U.S. states and political subdivisions
|
|
5.89
|
|
|
6.26
|
|
|
5.26
|
|
|
3.52
|
|
|
5.50
|
|
|||||
MBS - agency
|
|
2.76
|
|
|
2.58
|
|
|
2.92
|
|
|
2.84
|
|
|
2.79
|
|
|||||
MBS - private
|
|
—
|
|
|
9.00
|
|
|
—
|
|
|
—
|
|
|
9.00
|
|
|||||
ABS
|
|
2.53
|
|
|
11.77
|
|
|
9.01
|
|
|
—
|
|
|
4.87
|
|
|||||
Corporate and other debt securities
|
|
—
|
|
|
4.81
|
|
|
2.70
|
|
|
—
|
|
|
3.89
|
|
|||||
Total debt securities
|
|
2.95
|
%
|
|
2.72
|
%
|
|
2.83
|
%
|
|
2.85
|
%
|
|
2.81
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
|
|
|
Table 18
|
|
||||||||
|
|
Year Ended December 31
|
|
Percent of Total
|
|||||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|||||||||
Noninterest-bearing
|
|
|
$38,643
|
|
|
|
$37,329
|
|
|
|
$31,045
|
|
|
30
|
%
|
|
29
|
%
|
|
25
|
%
|
NOW accounts
|
|
26,083
|
|
|
25,155
|
|
|
24,751
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|||
Money market accounts
|
|
42,655
|
|
|
42,101
|
|
|
42,854
|
|
|
33
|
|
|
33
|
|
|
34
|
|
|||
Savings
|
|
5,740
|
|
|
5,113
|
|
|
4,535
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Consumer time
|
|
9,018
|
|
|
10,597
|
|
|
12,451
|
|
|
7
|
|
|
8
|
|
|
10
|
|
|||
Other time
|
|
4,937
|
|
|
5,954
|
|
|
7,036
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|||
Total consumer and commercial deposits
|
|
127,076
|
|
|
126,249
|
|
|
122,672
|
|
|
98
|
|
|
98
|
|
|
98
|
|
|||
Brokered time deposits
|
|
2,030
|
|
|
2,204
|
|
|
2,306
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||
Foreign deposits
|
|
35
|
|
|
51
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
|
$129,141
|
|
|
|
$128,504
|
|
|
|
$125,058
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Maturity of Consumer Time and Other Time Deposits in Amounts of $100,000 or More
|
Table 19
|
|
||||||||||
|
|
At December 31, 2013
|
||||||||||
(Dollars in millions)
|
|
Consumer
Time
|
|
Brokered
Time
|
|
Total
|
||||||
Months to maturity:
|
|
|
|
|
||||||||
3 or less
|
|
|
$816
|
|
|
|
$43
|
|
|
|
$859
|
|
Over 3 through 6
|
|
1,121
|
|
|
574
|
|
|
1,695
|
|
|||
Over 6 through 12
|
|
1,032
|
|
|
645
|
|
|
1,677
|
|
|||
Over 12
|
|
1,612
|
|
|
762
|
|
|
2,374
|
|
|||
Total
|
|
|
$4,581
|
|
|
|
$2,024
|
|
|
|
$6,605
|
|
BORROWINGS
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Short-Term Borrowings
|
|
|
|
|
|
|
|
|
Table 20
|
|
|||||||
|
December 31, 2013
|
|
Year Ended December 31, 2013
|
||||||||||||||
|
Balance
|
|
Rate
|
|
Daily Average
|
|
Maximum
Outstanding at
any Month-End
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rate
|
|
||||||||||||
Funds purchased
1
|
|
$1,192
|
|
|
0.07
|
%
|
|
|
$639
|
|
|
0.10
|
%
|
|
|
$1,192
|
|
Securities sold under agreements to repurchase
1
|
1,759
|
|
|
0.10
|
|
|
1,857
|
|
|
0.14
|
|
|
1,911
|
|
|||
Other short-term borrowings
|
5,788
|
|
|
0.22
|
|
|
4,953
|
|
|
0.26
|
|
|
5,868
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|||
Other short-term borrowings
|
3,303
|
|
|
0.31
|
|
|
6,952
|
|
|
0.27
|
|
|
10,697
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|||
Other short-term borrowings
|
8,983
|
|
|
0.22
|
|
|
3,465
|
|
|
0.36
|
|
|
8,983
|
|
|
|
|
|
||||
Long-Term Debt
|
|
|
Table 21
|
|
|||
(Dollars in millions)
|
2013
|
|
2012
|
||||
Parent Company Only
|
|
|
|
||||
Senior, fixed rate
|
|
$3,001
|
|
|
|
$2,270
|
|
Senior, variable rate
|
283
|
|
|
152
|
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
||
Junior subordinated, variable rate
|
627
|
|
|
627
|
|
||
Total Parent Company debt
|
4,111
|
|
|
3,249
|
|
||
Subsidiaries
|
|
|
|
||||
Senior, fixed rate
|
1,006
|
|
|
426
|
|
||
Senior, variable rate
1
|
3,783
|
|
|
3,846
|
|
||
Subordinated, fixed rate
2
|
1,300
|
|
|
1,336
|
|
||
Subordinated, variable rate
|
500
|
|
|
500
|
|
||
Total subsidiaries debt
|
6,589
|
|
|
6,108
|
|
||
Total long-term debt
|
|
$10,700
|
|
|
|
$9,357
|
|
Repurchase Requests by Investor
|
|
|
|
|
|
|
|
Table 23
|
|
||||||||||
|
Quarter ended
|
|
|
||||||||||||||||
(Dollars in millions)
|
March 31, 2013
|
|
June 30,
2013
|
|
September 30, 2013
|
|
December 31, 2013
|
|
Total
|
||||||||||
Repurchase requests received from:
|
|
|
|
|
|
|
|
|
|
||||||||||
GSEs
|
|
$487
|
|
|
|
$432
|
|
|
|
$420
|
|
|
|
$154
|
|
|
|
$1,493
|
|
Non-agency investors
|
4
|
|
|
6
|
|
|
7
|
|
|
1
|
|
|
18
|
|
Repurchase Request Activity
|
|
|
|
|
Table 24
|
|
|||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Beginning pending repurchase requests
|
|
$655
|
|
|
|
$590
|
|
|
|
$293
|
|
Repurchase requests received
|
1,511
|
|
|
1,726
|
|
|
1,736
|
|
|||
Repurchase requests resolved:
|
|
|
|
|
|
||||||
Repurchased
|
(1,134
|
)
|
|
(769
|
)
|
|
(789
|
)
|
|||
Cured
|
(906
|
)
|
|
(892
|
)
|
|
(650
|
)
|
|||
Total resolved
|
(2,040
|
)
|
|
(1,661
|
)
|
|
(1,439
|
)
|
|||
Ending pending repurchase requests
|
|
$126
|
|
|
|
$655
|
|
|
|
$590
|
|
|
|
|
|
|
|
||||||
Percent from non-agency investors:
|
|
|
|
|
|
||||||
Repurchase requests received
|
1.2
|
%
|
|
1.2
|
%
|
|
2.9
|
%
|
|||
Pending repurchase requests
|
2.8
|
|
|
2.5
|
|
|
2.0
|
|
Consumer Banking and Private Wealth Management
|
56
|
%
|
Wholesale Banking
|
14
|
%
|
RidgeWorth Capital Management
|
141
|
%
|
•
|
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
|
•
|
Support our Purpose of Lighting the Way to Financial Well-Being and conform to our supporting guiding principles of Client First, One Team, Executional Excellence, and Profitable Growth.
|
Market Value of Equity Sensitivity
|
|
|
Table 27
|
|
|
|
|
|
Estimated % Change in MVE
|
||
(Basis points)
|
December 31, 2013
|
|
December 31, 2012
|
Rate Change
|
|
|
|
+200
|
(8.0)%
|
|
(2.4)%
|
+100
|
(3.8)%
|
|
(0.1)%
|
-25
|
0.8%
|
|
(0.3)%
|
Value at Risk Profile
|
|
|
Table 28
|
|
|||
|
|
|
|
||||
(Dollars in millions)
|
2013
|
|
2012
|
||||
VAR (1-day holding period)
|
|
|
|
||||
Ending
|
|
$3
|
|
|
|
$5
|
|
High
|
8
|
|
|
6
|
|
||
Low
|
2
|
|
|
4
|
|
||
Average
|
4
|
|
|
5
|
|
||
|
|
|
|
||||
Stressed VAR (10-day holding period)
1
|
|
|
|
||||
Ending
|
|
$29
|
|
|
N/A
|
|
|
High
|
92
|
|
|
N/A
|
|
||
Low
|
11
|
|
|
N/A
|
|
||
Average
|
27
|
|
|
N/A
|
|
||
|
|
|
|
||||
(Dollars in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
VAR by Risk Factor (1-day holding period)
1
|
|
|
|
||||
Commodity price risk
|
|
$—
|
|
|
N/A
|
|
|
Equity price risk
|
2
|
|
|
N/A
|
|
||
Foreign exchange risk
|
—
|
|
|
N/A
|
|
||
Interest rate risk
|
2
|
|
|
N/A
|
|
||
Credit spread risk
|
2
|
|
|
N/A
|
|
||
VAR (1-day diversified) total
|
3
|
|
|
N/A
|
|
Contingency Liquidity Sources
|
|
|
|
Table 29
|
|
||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(Dollars in billions)
|
As of
|
|
Average for the
Year Ended ¹ |
|
As of
|
|
Average for the
Year Ended ¹ |
||||||||
Excess reserves
|
|
$1.3
|
|
|
|
$1.6
|
|
|
|
$3.4
|
|
|
|
$2.6
|
|
Free and liquid investment portfolio securities
|
10.0
|
|
|
11.5
|
|
|
9.8
|
|
|
12.8
|
|
||||
FHLB borrowing capacity
|
12.3
|
|
|
13.1
|
|
|
16.0
|
|
|
12.1
|
|
||||
Discount Window borrowing capacity
|
20.8
|
|
|
19.5
|
|
|
18.0
|
|
|
17.2
|
|
||||
Total
|
|
$44.4
|
|
|
|
$45.7
|
|
|
|
$47.2
|
|
|
|
$44.7
|
|
Debt Credit Ratings and Outlook
|
|
|
|
|
Table 30
|
|
December 31, 2013
|
||||
|
Moody’s
|
|
S&P
|
|
Fitch
|
SunTrust Banks, Inc.
|
|
|
|
|
|
Short-term
|
P-2
|
|
A-2
|
|
F2
|
Senior long-term
|
Baa1
|
|
BBB
|
|
BBB+
|
SunTrust Bank
|
|
|
|
|
|
Short-term
|
P-2
|
|
A-2
|
|
F2
|
Senior long-term
|
A3
|
|
BBB+
|
|
BBB+
|
Outlook
|
Stable
|
|
Positive
|
|
Positive
|
Unfunded Lending Commitments
|
|
|
Table 31
|
|
|||
(Dollars in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Unused lines of credit:
|
|
|
|
||||
Commercial
|
|
$43,444
|
|
|
|
$36,902
|
|
Mortgage commitments
1
|
2,722
|
|
|
9,152
|
|
||
Home equity lines
|
11,157
|
|
|
11,739
|
|
||
CRE
|
2,078
|
|
|
1,684
|
|
||
Credit card
|
4,708
|
|
|
4,075
|
|
||
Total unused lines of credit
|
|
$64,109
|
|
|
|
$63,552
|
|
Letters of credit:
|
|
|
|
||||
Financial standby
|
|
$3,256
|
|
|
|
$3,993
|
|
Performance standby
|
57
|
|
|
49
|
|
||
Commercial
|
28
|
|
|
56
|
|
||
Total letters of credit
|
|
$3,341
|
|
|
|
$4,098
|
|
|
|
|
|
|
|
|
|
|
Table 32
|
|
|||||||||
|
At December 31, 2013
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Time deposit maturities
1
|
|
$8,369
|
|
|
|
$3,728
|
|
|
|
$886
|
|
|
|
$73
|
|
|
|
$13,056
|
|
Brokered time deposits
1
|
1,262
|
|
|
387
|
|
|
223
|
|
|
152
|
|
|
2,024
|
|
|||||
Long-term debt
1,2
|
8
|
|
|
1,951
|
|
|
6,342
|
|
|
2,389
|
|
|
10,690
|
|
|||||
Operating lease obligations
|
208
|
|
|
386
|
|
|
262
|
|
|
354
|
|
|
1,210
|
|
|||||
Capital lease obligations
1
|
1
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
10
|
|
|||||
Purchase obligations
3
|
284
|
|
|
65
|
|
|
31
|
|
|
8
|
|
|
388
|
|
|||||
Total
|
|
$10,132
|
|
|
|
$6,520
|
|
|
|
$7,748
|
|
|
|
$2,978
|
|
|
|
$27,378
|
|
SELECTED QUARTERLY FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
Table 33
|
|
||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
(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
|
|
$1,343
|
|
|
|
$1,339
|
|
|
|
$1,347
|
|
|
|
$1,359
|
|
|
|
$1,396
|
|
|
|
$1,445
|
|
|
|
$1,492
|
|
|
|
$1,534
|
|
Interest expense
|
130
|
|
|
131
|
|
|
136
|
|
|
138
|
|
|
150
|
|
|
174
|
|
|
218
|
|
|
223
|
|
||||||||
Net interest income
|
1,213
|
|
|
1,208
|
|
|
1,211
|
|
|
1,221
|
|
|
1,246
|
|
|
1,271
|
|
|
1,274
|
|
|
1,311
|
|
||||||||
Provision for credit losses
|
101
|
|
|
95
|
|
|
146
|
|
|
212
|
|
|
328
|
|
|
450
|
|
|
300
|
|
|
317
|
|
||||||||
Net interest income after provision for
credit losses
|
1,112
|
|
|
1,113
|
|
|
1,065
|
|
|
1,009
|
|
|
918
|
|
|
821
|
|
|
974
|
|
|
994
|
|
||||||||
Noninterest income
1
|
814
|
|
|
680
|
|
|
858
|
|
|
863
|
|
|
1,015
|
|
|
2,542
|
|
|
940
|
|
|
876
|
|
||||||||
Noninterest expense
|
1,377
|
|
|
1,743
|
|
|
1,397
|
|
|
1,363
|
|
|
1,510
|
|
|
1,726
|
|
|
1,546
|
|
|
1,541
|
|
||||||||
Income before provision/(benefit) for
income taxes
|
549
|
|
|
50
|
|
|
526
|
|
|
509
|
|
|
423
|
|
|
1,637
|
|
|
368
|
|
|
329
|
|
||||||||
Provision/(benefit) for income taxes
|
122
|
|
|
(146
|
)
|
|
146
|
|
|
151
|
|
|
62
|
|
|
551
|
|
|
91
|
|
|
69
|
|
||||||||
Net income attributable to noncontrolling interest
|
1
|
|
|
7
|
|
|
3
|
|
|
6
|
|
|
5
|
|
|
9
|
|
|
2
|
|
|
10
|
|
||||||||
Net income
|
|
$426
|
|
|
|
$189
|
|
|
|
$377
|
|
|
|
$352
|
|
|
|
$356
|
|
|
|
$1,077
|
|
|
|
$275
|
|
|
|
$250
|
|
Net income available to common shareholders
|
|
$413
|
|
|
|
$179
|
|
|
|
$365
|
|
|
|
$340
|
|
|
|
$350
|
|
|
|
$1,066
|
|
|
|
$270
|
|
|
|
$245
|
|
Net interest income - FTE
2
|
|
$1,247
|
|
|
|
$1,240
|
|
|
|
$1,242
|
|
|
|
$1,251
|
|
|
|
$1,276
|
|
|
|
$1,301
|
|
|
|
$1,306
|
|
|
|
$1,342
|
|
Total revenue - FTE
1,2
|
2,061
|
|
|
1,920
|
|
|
2,100
|
|
|
2,114
|
|
|
2,291
|
|
|
3,843
|
|
|
2,246
|
|
|
2,218
|
|
||||||||
Total revenue - FTE, excluding net
securities gains
2
|
2,060
|
|
|
1,920
|
|
|
2,100
|
|
|
2,112
|
|
|
2,290
|
|
|
1,902
|
|
|
2,232
|
|
|
2,200
|
|
||||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
|
0.77
|
|
|
0.33
|
|
|
0.68
|
|
|
0.63
|
|
|
0.65
|
|
|
1.98
|
|
|
0.50
|
|
|
0.46
|
|
||||||||
Diluted, excluding Form 8-K items
2
|
0.77
|
|
|
0.66
|
|
|
0.68
|
|
|
0.63
|
|
|
0.65
|
|
|
0.58
|
|
|
0.50
|
|
|
0.46
|
|
||||||||
Basic
|
0.78
|
|
|
0.33
|
|
|
0.68
|
|
|
0.64
|
|
|
0.66
|
|
|
1.99
|
|
|
0.51
|
|
|
0.46
|
|
||||||||
Dividends paid per average common share
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
||||||||
Book value per common share
|
38.61
|
|
|
37.85
|
|
|
37.65
|
|
|
37.89
|
|
|
37.59
|
|
|
37.35
|
|
|
37.69
|
|
|
37.11
|
|
||||||||
Tangible book value per common share
2
|
27.01
|
|
|
26.27
|
|
|
26.08
|
|
|
26.33
|
|
|
25.98
|
|
|
25.72
|
|
|
26.02
|
|
|
25.49
|
|
||||||||
Market capitalization
|
19,734
|
|
|
17,427
|
|
|
17,005
|
|
|
15,563
|
|
|
15,279
|
|
|
15,232
|
|
|
13,045
|
|
|
13,005
|
|
||||||||
Market price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
36.99
|
|
|
36.29
|
|
|
32.84
|
|
|
29.98
|
|
|
30.64
|
|
|
30.79
|
|
|
24.83
|
|
|
24.93
|
|
||||||||
Low
|
31.97
|
|
|
31.59
|
|
|
26.97
|
|
|
26.93
|
|
|
25.30
|
|
|
22.34
|
|
|
20.96
|
|
|
18.07
|
|
||||||||
Close
|
36.81
|
|
|
32.42
|
|
|
31.57
|
|
|
28.81
|
|
|
28.35
|
|
|
28.27
|
|
|
24.23
|
|
|
24.17
|
|
||||||||
Selected Average Balances
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$173,791
|
|
|
|
$171,838
|
|
|
|
$172,537
|
|
|
|
$171,808
|
|
|
|
$174,510
|
|
|
|
$175,282
|
|
|
|
$177,915
|
|
|
|
$176,855
|
|
Earning assets
|
154,664
|
|
|
154,250
|
|
|
153,495
|
|
|
152,471
|
|
|
151,225
|
|
|
153,207
|
|
|
154,890
|
|
|
154,623
|
|
||||||||
Loans
|
125,649
|
|
|
122,672
|
|
|
121,372
|
|
|
120,882
|
|
|
121,587
|
|
|
124,080
|
|
|
123,365
|
|
|
122,542
|
|
||||||||
Consumer and commercial deposits
|
127,460
|
|
|
126,618
|
|
|
126,579
|
|
|
127,655
|
|
|
127,907
|
|
|
125,353
|
|
|
125,885
|
|
|
125,843
|
|
||||||||
Brokered time and foreign deposits
|
2,010
|
|
|
2,007
|
|
|
2,075
|
|
|
2,170
|
|
|
2,266
|
|
|
2,237
|
|
|
2,243
|
|
|
2,274
|
|
||||||||
Intangible assets including MSRs
|
7,658
|
|
|
7,643
|
|
|
7,455
|
|
|
7,379
|
|
|
7,278
|
|
|
7,274
|
|
|
7,383
|
|
|
7,354
|
|
||||||||
MSRs
|
1,253
|
|
|
1,232
|
|
|
1,039
|
|
|
957
|
|
|
848
|
|
|
829
|
|
|
955
|
|
|
919
|
|
||||||||
Preferred Stock
|
725
|
|
|
725
|
|
|
725
|
|
|
725
|
|
|
334
|
|
|
275
|
|
|
275
|
|
|
275
|
|
||||||||
Total shareholders’ equity
|
21,251
|
|
|
21,027
|
|
|
21,272
|
|
|
21,117
|
|
|
20,630
|
|
|
20,619
|
|
|
20,472
|
|
|
20,256
|
|
||||||||
Average common shares - diluted (thousands)
|
537,921
|
|
|
538,850
|
|
|
539,763
|
|
|
539,862
|
|
|
539,618
|
|
|
538,699
|
|
|
537,495
|
|
|
536,407
|
|
||||||||
Average common shares - basic (thousands)
|
532,492
|
|
|
533,829
|
|
|
535,172
|
|
|
535,680
|
|
|
535,012
|
|
|
534,506
|
|
|
533,964
|
|
|
533,100
|
|
||||||||
Financial Ratios (Annualized)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
0.97
|
%
|
|
0.44
|
%
|
|
0.88
|
%
|
|
0.83
|
%
|
|
0.81
|
%
|
|
2.45
|
%
|
|
0.62
|
%
|
|
0.57
|
%
|
||||||||
ROE
|
7.99
|
|
|
3.49
|
|
|
7.12
|
|
|
6.77
|
|
|
6.86
|
|
|
20.84
|
|
|
5.31
|
|
|
4.89
|
|
||||||||
ROTCE
2
|
11.61
|
|
|
5.10
|
|
|
10.35
|
|
|
9.88
|
|
|
10.04
|
|
|
30.51
|
|
|
7.79
|
|
|
7.21
|
|
||||||||
Net interest margin - FTE
|
3.20
|
|
|
3.19
|
|
|
3.25
|
|
|
3.33
|
|
|
3.36
|
|
|
3.38
|
|
|
3.39
|
|
|
3.49
|
|
||||||||
Efficiency ratio
3
|
66.82
|
|
|
90.77
|
|
|
66.56
|
|
|
64.46
|
|
|
65.93
|
|
|
44.90
|
|
|
68.83
|
|
|
69.50
|
|
||||||||
Tangible efficiency ratio
2
|
66.61
|
|
|
90.46
|
|
|
66.27
|
|
|
64.17
|
|
|
65.63
|
|
|
44.47
|
|
|
68.33
|
|
|
69.02
|
|
||||||||
Total average shareholders’ equity to total average assets
|
12.23
|
|
|
12.24
|
|
|
12.33
|
|
|
12.29
|
|
|
11.82
|
|
|
11.76
|
|
|
11.51
|
|
|
11.45
|
|
||||||||
Tangible equity to tangible assets
2
|
9.00
|
|
|
8.98
|
|
|
8.95
|
|
|
9.00
|
|
|
8.82
|
|
|
8.48
|
|
|
8.31
|
|
|
8.14
|
|
||||||||
Effective tax rate
4
|
22.30
|
|
|
NM
|
|
|
27.89
|
|
|
30.04
|
|
|
14.86
|
|
|
33.82
|
|
|
24.85
|
|
|
21.55
|
|
||||||||
Allowance to year-end total loans
|
1.60
|
|
|
1.67
|
|
|
1.75
|
|
|
1.79
|
|
|
1.80
|
|
|
1.84
|
|
|
1.85
|
|
|
1.92
|
|
Total NPAs to total loans
plus OREO, other repossessed assets, and nonperforming LHFS
|
0.91
|
|
|
1.04
|
|
|
1.14
|
|
|
1.44
|
|
|
1.52
|
|
|
1.71
|
|
|
2.24
|
|
|
2.54
|
|
||||||||
Common dividend payout ratio
|
13.0
|
|
|
30.1
|
|
|
14.8
|
|
|
7.9
|
|
|
7.7
|
|
|
2.5
|
|
|
10.0
|
|
|
11.0
|
|
||||||||
Capital Adequacy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tier 1 common equity
|
9.82
|
%
|
|
9.94
|
%
|
|
10.19
|
%
|
|
10.13
|
%
|
|
10.04
|
%
|
|
9.82
|
%
|
|
9.40
|
%
|
|
9.33
|
%
|
||||||||
Tier 1 capital
|
10.81
|
|
|
10.97
|
|
|
11.24
|
|
|
11.20
|
|
|
11.13
|
|
|
10.57
|
|
|
10.15
|
|
|
11.00
|
|
||||||||
Total capital
|
12.81
|
|
|
13.04
|
|
|
13.43
|
|
|
13.45
|
|
|
13.48
|
|
|
12.95
|
|
|
12.84
|
|
|
13.73
|
|
||||||||
Tier 1 leverage
|
9.58
|
|
|
9.46
|
|
|
9.40
|
|
|
9.26
|
|
|
8.91
|
|
|
8.49
|
|
|
8.15
|
|
|
8.77
|
|
||||||||
1
Includes net securities gains
|
|
$1
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$2
|
|
|
|
$1
|
|
|
|
$1,941
|
|
|
|
$14
|
|
|
|
$18
|
|
Net Income/(Loss) by Segment
|
|
|
|
|
Table 34
|
|
|||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Consumer Banking and Private Wealth Management
|
|
$583
|
|
|
|
$310
|
|
|
|
$350
|
|
Wholesale Banking
|
900
|
|
|
698
|
|
|
270
|
|
|||
Mortgage Banking
|
(568
|
)
|
|
(696
|
)
|
|
(717
|
)
|
|||
|
|
|
|
|
|
||||||
Corporate Other
|
485
|
|
|
1,517
|
|
|
432
|
|
|||
Reconciling Items
1
|
(56
|
)
|
|
129
|
|
|
312
|
|
|||
Total Corporate Other
|
429
|
|
|
1,646
|
|
|
744
|
|
|||
Consolidated net income
|
1,344
|
|
|
1,958
|
|
|
647
|
|
Average Loans and Deposits by Segment
|
|
|
|
|
|
|
Table 35
|
|
Average Loans
|
|
Average Consumer and Commercial Deposits
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
2011
|
|
2013
|
|
2012
|
2011
|
||||||||||||
Consumer Banking and Private Wealth Management
|
|
$40,457
|
|
|
|
$41,823
|
|
|
$40,209
|
|
|
|
$84,107
|
|
|
|
$83,917
|
|
|
$84,477
|
|
Wholesale Banking
|
54,195
|
|
|
50,741
|
|
46,975
|
|
|
39,827
|
|
|
38,697
|
|
35,060
|
|
||||||
Mortgage Banking
|
27,974
|
|
|
30,288
|
|
29,128
|
|
|
3,206
|
|
|
3,638
|
|
3,084
|
|
||||||
Corporate Other
|
31
|
|
|
41
|
|
(4
|
)
|
|
(64
|
)
|
|
(3
|
)
|
105
|
|
Reconcilement of Non-U.S. GAAP Measures - Annual
|
|
|
|
Table 36
|
|
||||||||||||||||||
|
Year Ended December 31
|
||||||||||||||||||||||
(Dollars in millions, except per share data)
|
2013
|
|
2012
|
||||||||||||||||||||
As Reported
|
|
8-K Adjustments
|
|
Excluding Form 8-K items
1
|
|
As Reported
|
|
8-K Adjustments
|
|
Excluding Form 8-K items
1
|
|||||||||||||
Net interest income
|
|
$4,853
|
|
|
|
$—
|
|
|
|
$4,853
|
|
|
|
$5,102
|
|
|
|
$—
|
|
|
|
$5,102
|
|
Provision for credit losses
|
553
|
|
|
—
|
|
|
553
|
|
|
1,395
|
|
|
172
|
|
2
|
1,223
|
|
||||||
Net interest income after provision
for credit losses
|
4,300
|
|
|
—
|
|
|
4,300
|
|
|
3,707
|
|
|
172
|
|
|
3,879
|
|
||||||
Noninterest Income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges on deposit accounts
|
657
|
|
|
—
|
|
|
657
|
|
|
676
|
|
|
—
|
|
|
676
|
|
||||||
Other charges and fees
|
369
|
|
|
—
|
|
|
369
|
|
|
402
|
|
|
—
|
|
|
402
|
|
||||||
Card fees
|
310
|
|
|
—
|
|
|
310
|
|
|
316
|
|
|
—
|
|
|
316
|
|
||||||
Trust and investment management income
|
518
|
|
|
—
|
|
|
518
|
|
|
512
|
|
|
—
|
|
|
512
|
|
||||||
Retail investment services
|
267
|
|
|
—
|
|
|
267
|
|
|
241
|
|
|
—
|
|
|
241
|
|
||||||
Investment banking income
|
356
|
|
|
—
|
|
|
356
|
|
|
342
|
|
|
—
|
|
|
342
|
|
||||||
Trading income
|
182
|
|
|
—
|
|
|
182
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||
Mortgage production related income
|
314
|
|
|
(63
|
)
|
3
|
377
|
|
|
343
|
|
|
(371
|
)
|
4
|
714
|
|
||||||
Mortgage servicing related income
|
87
|
|
|
—
|
|
|
87
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||||
Net securities gains
|
2
|
|
|
—
|
|
|
2
|
|
|
1,974
|
|
|
1,938
|
|
5
|
36
|
|
||||||
Other noninterest income
|
152
|
|
|
—
|
|
|
152
|
|
|
96
|
|
|
(92
|
)
|
6
|
188
|
|
||||||
Total noninterest income
|
3,214
|
|
|
(63
|
)
|
|
3,277
|
|
|
5,373
|
|
|
1,475
|
|
|
3,898
|
|
||||||
Noninterest Expense
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Employee compensation and benefits
|
2,901
|
|
|
—
|
|
|
2,901
|
|
|
3,077
|
|
|
—
|
|
|
3,077
|
|
||||||
Outside processing and software
|
746
|
|
|
—
|
|
|
746
|
|
|
710
|
|
|
—
|
|
|
710
|
|
||||||
Net occupancy expense
|
348
|
|
|
—
|
|
|
348
|
|
|
359
|
|
|
—
|
|
|
359
|
|
||||||
Operating losses
|
503
|
|
|
323
|
|
7
|
180
|
|
|
277
|
|
|
—
|
|
|
277
|
|
||||||
Credit and collection services
|
264
|
|
|
96
|
|
8
|
168
|
|
|
239
|
|
|
—
|
|
|
239
|
|
||||||
Regulatory assessments
|
181
|
|
|
—
|
|
|
181
|
|
|
233
|
|
|
—
|
|
|
233
|
|
||||||
Equipment expense
|
181
|
|
|
—
|
|
|
181
|
|
|
188
|
|
|
—
|
|
|
188
|
|
||||||
Marketing and customer development
|
135
|
|
|
—
|
|
|
135
|
|
|
184
|
|
|
38
|
|
9
|
146
|
|
||||||
Consulting and legal fees
|
73
|
|
|
—
|
|
|
73
|
|
|
165
|
|
|
—
|
|
|
165
|
|
||||||
Amortization/impairment of intangible assets/goodwill
|
23
|
|
|
—
|
|
|
23
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||||
Other real estate expense
|
4
|
|
|
—
|
|
|
4
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||||
Net loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||
Other noninterest expense
|
521
|
|
|
—
|
|
|
521
|
|
|
689
|
|
|
96
|
|
10
|
593
|
|
||||||
Total noninterest expense
|
5,880
|
|
|
419
|
|
|
5,461
|
|
|
6,323
|
|
|
134
|
|
|
6,189
|
|
||||||
Income before provision for income taxes
|
1,634
|
|
|
(482
|
)
|
|
2,116
|
|
|
2,757
|
|
|
1,169
|
|
|
1,588
|
|
||||||
Provision/(benefit) for income taxes
|
273
|
|
|
(303
|
)
|
11
|
576
|
|
|
773
|
|
|
416
|
|
11
|
357
|
|
||||||
Income including income attributable to noncontrolling interest
|
1,361
|
|
|
(179
|
)
|
|
1,540
|
|
|
1,984
|
|
|
753
|
|
|
1,231
|
|
||||||
Net income attributable to noncontrolling interest
|
17
|
|
|
—
|
|
|
17
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||
Net income
|
|
$1,344
|
|
|
|
($179
|
)
|
|
|
$1,523
|
|
|
|
$1,958
|
|
|
|
$753
|
|
|
|
$1,205
|
|
Net income available to common shareholders
|
|
$1,297
|
|
|
|
($179
|
)
|
|
|
$1,476
|
|
|
|
$1,931
|
|
|
|
$753
|
|
|
|
$1,178
|
|
Net income per average common share - diluted
|
|
$2.41
|
|
|
|
($0.33
|
)
|
|
|
$2.74
|
|
|
|
$3.59
|
|
|
|
$1.40
|
|
|
|
$2.19
|
|
Total Revenue - FTE
12
|
|
$8,194
|
|
|
|
($63
|
)
|
|
|
$8,257
|
|
|
|
$10,598
|
|
|
|
$1,475
|
|
|
|
$9,123
|
|
Efficiency ratio
13
|
71.75
|
%
|
|
(5.61
|
)%
|
|
66.14
|
%
|
|
59.67
|
%
|
|
8.17
|
%
|
|
67.84
|
%
|
||||||
Tangible efficiency ratio
14
|
71.48
|
%
|
|
(5.62
|
)%
|
|
65.86
|
%
|
|
59.24
|
%
|
|
8.10
|
%
|
|
67.34
|
%
|
||||||
Effective tax rate
15
|
16.89
|
%
|
|
10.55
|
%
|
|
27.44
|
%
|
|
28.29
|
%
|
|
(5.43
|
)%
|
|
22.86
|
%
|
(Dollars in billions)
|
|
December 31, 2013
|
||
Reconciliation of Common Equity Tier 1 Ratio
|
|
|
||
Tier 1 Common Equity - Basel I
|
|
|
$14.6
|
|
Adjustments from Basel I to Basel III
11
|
|
—
|
|
|
CET 1 Capital - Basel III
12
|
|
14.6
|
|
|
|
|
|
||
RWA - Basel I
|
|
|
$148.7
|
|
Adjustments from Basel I to Basel III
13
|
|
3.9
|
|
|
RWA - Basel III
12
|
|
152.6
|
|
|
Resulting regulatory capital ratios:
|
|
|
||
Basel I - Tier 1 common equity ratio
|
|
9.8
|
%
|
|
Basel III -
Common Equity Tier 1 ratio
12
|
|
9.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconcilement of Non-U.S. GAAP Measures – Quarterly
|
|
|
|
|
|
|
Table 37
|
|
|||||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions, except per share data)
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Net income
|
|
$426
|
|
|
|
$189
|
|
|
|
$377
|
|
|
|
$352
|
|
|
|
$356
|
|
|
|
$1,077
|
|
|
|
$275
|
|
|
|
$250
|
|
Preferred dividends
|
(10
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||||||
Dividends and undistributed earnings allocated to unvested shares
|
(3
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||||
Net income available to common shareholders
|
|
$413
|
|
|
|
$179
|
|
|
|
$365
|
|
|
|
$340
|
|
|
|
$350
|
|
|
|
$1,066
|
|
|
|
$270
|
|
|
|
$245
|
|
Net income available to common shareholders, excluding Form 8-K items
1
|
|
$413
|
|
|
|
$358
|
|
|
|
$365
|
|
|
|
$340
|
|
|
|
$350
|
|
|
|
$313
|
|
|
|
$270
|
|
|
|
$245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per average common share, diluted
|
|
$0.77
|
|
|
|
$0.33
|
|
|
|
$0.68
|
|
|
|
$0.63
|
|
|
|
$0.65
|
|
|
|
$1.98
|
|
|
|
$0.50
|
|
|
|
$0.46
|
|
Impact of Form 8-K items from the third quarters of 2013 and 2012
|
—
|
|
|
0.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.40
|
)
|
|
—
|
|
|
—
|
|
||||||||
Diluted net income per share, excluding Form 8-K items
1
|
|
$0.77
|
|
|
|
$0.66
|
|
|
|
$0.68
|
|
|
|
$0.63
|
|
|
|
$0.65
|
|
|
|
$0.58
|
|
|
|
$0.50
|
|
|
|
$0.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Efficiency ratio
2
|
66.82
|
%
|
|
90.77
|
%
|
|
66.56
|
%
|
|
64.46
|
%
|
|
65.93
|
%
|
|
44.90
|
%
|
|
68.83
|
%
|
|
69.50
|
%
|
||||||||
Impact of excluding amortization of intangible assets/impairment of goodwill
|
(0.21
|
)
|
|
(0.31
|
)
|
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.30
|
)
|
|
(0.43
|
)
|
|
(0.50
|
)
|
|
(0.48
|
)
|
||||||||
Tangible efficiency ratio
3
|
66.61
|
%
|
|
90.46
|
%
|
|
66.27
|
%
|
|
64.17
|
%
|
|
65.63
|
%
|
|
44.47
|
%
|
|
68.33
|
%
|
|
69.02
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROE
|
7.99
|
%
|
|
3.49
|
%
|
|
7.12
|
%
|
|
6.77
|
%
|
|
6.86
|
%
|
|
20.84
|
%
|
|
5.37
|
%
|
|
4.94
|
%
|
||||||||
Impact of removing average intangible assets, excluding MSRs, from average shareholders' equity
|
3.62
|
|
|
1.61
|
|
|
3.23
|
|
|
3.11
|
|
|
3.18
|
|
|
9.67
|
|
|
2.42
|
|
|
2.27
|
|
||||||||
ROTCE
4
|
11.61
|
%
|
|
5.10
|
%
|
|
10.35
|
%
|
|
9.88
|
%
|
|
10.04
|
%
|
|
30.51
|
%
|
|
7.79
|
%
|
|
7.21
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total shareholders’ equity
|
|
$21,422
|
|
|
|
$21,070
|
|
|
|
$21,007
|
|
|
|
$21,194
|
|
|
|
$20,985
|
|
|
|
$20,399
|
|
|
|
$20,568
|
|
|
|
$20,241
|
|
Goodwill, net of deferred taxes
5
|
(6,183
|
)
|
|
(6,189
|
)
|
|
(6,195
|
)
|
|
(6,200
|
)
|
|
(6,206
|
)
|
|
(6,210
|
)
|
|
(6,220
|
)
|
|
(6,180
|
)
|
||||||||
Other intangible assets, net of deferred taxes, and MSRs
6
|
(1,332
|
)
|
|
(1,285
|
)
|
|
(1,240
|
)
|
|
(1,071
|
)
|
|
(949
|
)
|
|
(888
|
)
|
|
(929
|
)
|
|
(1,142
|
)
|
||||||||
MSRs
|
1,300
|
|
|
1,248
|
|
|
1,199
|
|
|
1,025
|
|
|
899
|
|
|
831
|
|
|
865
|
|
|
1,070
|
|
||||||||
Tangible equity
|
15,207
|
|
|
14,844
|
|
|
14,771
|
|
|
14,948
|
|
|
14,729
|
|
|
14,132
|
|
|
14,284
|
|
|
13,989
|
|
||||||||
Preferred stock
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(275
|
)
|
|
(275
|
)
|
|
(275
|
)
|
||||||||
Tangible common equity
|
|
$14,482
|
|
|
|
$14,119
|
|
|
|
$14,046
|
|
|
|
$14,223
|
|
|
|
$14,004
|
|
|
|
$13,857
|
|
|
|
$14,009
|
|
|
|
$13,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$175,335
|
|
|
|
$171,777
|
|
|
|
$171,546
|
|
|
|
$172,435
|
|
|
|
$173,442
|
|
|
|
$173,181
|
|
|
|
$178,257
|
|
|
|
$178,226
|
|
Goodwill
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,376
|
)
|
|
(6,344
|
)
|
||||||||
Other intangible assets including MSRs
|
(1,334
|
)
|
|
(1,287
|
)
|
|
(1,244
|
)
|
|
(1,076
|
)
|
|
(956
|
)
|
|
(896
|
)
|
|
(939
|
)
|
|
(1,155
|
)
|
||||||||
MSRs
|
1,300
|
|
|
1,248
|
|
|
1,199
|
|
|
1,025
|
|
|
899
|
|
|
831
|
|
|
865
|
|
|
1,070
|
|
||||||||
Tangible assets
|
|
$168,932
|
|
|
|
$165,369
|
|
|
|
$165,132
|
|
|
|
$166,015
|
|
|
|
$167,016
|
|
|
|
$166,747
|
|
|
|
$171,807
|
|
|
|
$171,797
|
|
Tangible equity to tangible assets
7
|
9.00
|
%
|
|
8.98
|
%
|
|
8.95
|
%
|
|
9.00
|
%
|
|
8.82
|
%
|
|
8.48
|
%
|
|
8.31
|
%
|
|
8.14
|
%
|
||||||||
Tangible book value per common share
8
|
|
$27.01
|
|
|
|
$26.27
|
|
|
|
$26.08
|
|
|
|
$26.33
|
|
|
|
$25.98
|
|
|
|
$25.72
|
|
|
|
$26.02
|
|
|
|
$25.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income
|
|
$1,213
|
|
|
|
$1,208
|
|
|
|
$1,211
|
|
|
|
$1,221
|
|
|
|
$1,246
|
|
|
|
$1,271
|
|
|
|
$1,274
|
|
|
|
$1,311
|
|
Taxable-equivalent adjustment
|
34
|
|
|
32
|
|
|
31
|
|
|
30
|
|
|
30
|
|
|
30
|
|
|
32
|
|
|
31
|
|
||||||||
Net interest income - FTE
|
1,247
|
|
|
1,240
|
|
|
1,242
|
|
|
1,251
|
|
|
1,276
|
|
|
1,301
|
|
|
1,306
|
|
|
1,342
|
|
||||||||
Noninterest income
|
814
|
|
|
680
|
|
|
858
|
|
|
863
|
|
|
1,015
|
|
|
2,542
|
|
|
940
|
|
|
876
|
|
||||||||
Total revenue - FTE
9
|
2,061
|
|
|
1,920
|
|
|
2,100
|
|
|
2,114
|
|
|
2,291
|
|
|
3,843
|
|
|
2,246
|
|
|
2,218
|
|
||||||||
Securities gains, net
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1,941
|
)
|
|
(14
|
)
|
|
(18
|
)
|
||||||||
Total revenue - FTE excluding securities gains, net
9
|
|
$2,060
|
|
|
|
$1,920
|
|
|
|
$2,100
|
|
|
|
$2,112
|
|
|
|
$2,290
|
|
|
|
$1,902
|
|
|
|
$2,232
|
|
|
|
$2,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$4,633
|
|
|
|
$5,035
|
|
|
|
$5,219
|
|
Interest and fees on loans held for sale
|
107
|
|
|
112
|
|
|
93
|
|
|||
Interest and dividends on securities available for sale
1
|
579
|
|
|
655
|
|
|
791
|
|
|||
Trading account interest and other
|
69
|
|
|
65
|
|
|
78
|
|
|||
Total interest income
|
5,388
|
|
|
5,867
|
|
|
6,181
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Interest on deposits
|
291
|
|
|
429
|
|
|
624
|
|
|||
Interest on long-term debt
|
210
|
|
|
299
|
|
|
449
|
|
|||
Interest on other borrowings
|
34
|
|
|
37
|
|
|
43
|
|
|||
Total interest expense
|
535
|
|
|
765
|
|
|
1,116
|
|
|||
Net interest income
|
4,853
|
|
|
5,102
|
|
|
5,065
|
|
|||
Provision for credit losses
|
553
|
|
|
1,395
|
|
|
1,513
|
|
|||
Net interest income after provision for credit losses
|
4,300
|
|
|
3,707
|
|
|
3,552
|
|
|||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
657
|
|
|
676
|
|
|
685
|
|
|||
Other charges and fees
|
369
|
|
|
402
|
|
|
415
|
|
|||
Card fees
|
310
|
|
|
316
|
|
|
463
|
|
|||
Trust and investment management income
|
518
|
|
|
512
|
|
|
531
|
|
|||
Retail investment services
|
267
|
|
|
241
|
|
|
230
|
|
|||
Investment banking income
|
356
|
|
|
342
|
|
|
317
|
|
|||
Trading income
|
182
|
|
|
211
|
|
|
248
|
|
|||
Mortgage production related income/(loss)
|
314
|
|
|
343
|
|
|
(5
|
)
|
|||
Mortgage servicing related income
|
87
|
|
|
260
|
|
|
224
|
|
|||
Net securities gains
2
|
2
|
|
|
1,974
|
|
|
117
|
|
|||
Other noninterest income
|
152
|
|
|
96
|
|
|
196
|
|
|||
Total noninterest income
|
3,214
|
|
|
5,373
|
|
|
3,421
|
|
|||
Noninterest Expense
|
|
|
|
|
|
||||||
Employee compensation
|
2,488
|
|
|
2,603
|
|
|
2,494
|
|
|||
Employee benefits
|
413
|
|
|
474
|
|
|
382
|
|
|||
Outside processing and software
|
746
|
|
|
710
|
|
|
653
|
|
|||
Net occupancy expense
|
348
|
|
|
359
|
|
|
356
|
|
|||
Operating losses
|
503
|
|
|
277
|
|
|
377
|
|
|||
Credit and collection services
|
264
|
|
|
239
|
|
|
275
|
|
|||
Regulatory assessments
|
181
|
|
|
233
|
|
|
300
|
|
|||
Equipment expense
|
181
|
|
|
188
|
|
|
178
|
|
|||
Marketing and customer development
|
135
|
|
|
184
|
|
|
184
|
|
|||
Consulting and legal fees
|
73
|
|
|
165
|
|
|
120
|
|
|||
Amortization/impairment of intangible assets/goodwill
|
23
|
|
|
46
|
|
|
43
|
|
|||
Other real estate expense
|
4
|
|
|
140
|
|
|
264
|
|
|||
Net loss/(gain) on debt extinguishment
|
—
|
|
|
16
|
|
|
(3
|
)
|
|||
Other noninterest expense
|
521
|
|
|
689
|
|
|
611
|
|
|||
Total noninterest expense
|
5,880
|
|
|
6,323
|
|
|
6,234
|
|
|||
Income before provision for income taxes
|
1,634
|
|
|
2,757
|
|
|
739
|
|
|||
Provision for income taxes
|
273
|
|
|
773
|
|
|
79
|
|
|||
Net income including income attributable to noncontrolling interest
|
1,361
|
|
|
1,984
|
|
|
660
|
|
|||
Net income attributable to noncontrolling interest
|
17
|
|
|
26
|
|
|
13
|
|
|||
Net income
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
Net income available to common shareholders
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
Net income per average common share:
|
|
|
|
|
|
||||||
Diluted
|
|
$2.41
|
|
|
|
$3.59
|
|
|
|
$0.94
|
|
Basic
|
2.43
|
|
|
3.62
|
|
|
0.94
|
|
|||
Dividends declared per common share
|
0.35
|
|
|
0.20
|
|
|
0.12
|
|
|||
Average common shares - diluted
|
539,093
|
|
|
538,061
|
|
|
527,618
|
|
|||
Average common shares - basic
|
534,283
|
|
|
534,149
|
|
|
523,995
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
Components of other comprehensive (loss)/income:
|
|
|
|
|
|
||||||
Change in net unrealized (losses)/gains on securities, net of tax of
($349), ($738) and $199, respectively
|
(597
|
)
|
|
(1,343
|
)
|
|
337
|
|
|||
Change in net unrealized (losses)/gains on derivatives, net of tax of
($148), ($25) and $22, respectively
|
(253
|
)
|
|
(37
|
)
|
|
37
|
|
|||
Change related to employee benefit plans, net of tax of
$147, ($35) and ($141), respectively
|
252
|
|
|
(60
|
)
|
|
(241
|
)
|
|||
Total other comprehensive (loss)/income
|
(598
|
)
|
|
(1,440
|
)
|
|
133
|
|
|||
Total comprehensive income
|
|
$746
|
|
|
|
$518
|
|
|
|
$780
|
|
|
December 31
|
||||||
(Dollars in millions and shares in thousands)
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$4,258
|
|
|
|
$7,134
|
|
Federal funds sold and securities borrowed or purchased under agreements to resell
|
983
|
|
|
1,101
|
|
||
Interest-bearing deposits in other banks
|
22
|
|
|
22
|
|
||
Cash and cash equivalents
|
5,263
|
|
|
8,257
|
|
||
Trading assets and derivatives (includes encumbered securities pledged against repurchase
agreements of $731 and $727 at December 31, 2013 and 2012, respectively)
|
5,040
|
|
|
6,227
|
|
||
Securities available for sale
|
22,542
|
|
|
21,953
|
|
||
Loans held for sale
1
($1,378 and $3,243 at fair value at December 31, 2013 and 2012, respectively)
|
1,699
|
|
|
3,399
|
|
||
Loans
2
($302 and $379 at fair value at December 31, 2013 and 2012, respectively)
|
127,877
|
|
|
121,470
|
|
||
Allowance for loan and lease losses
|
(2,044
|
)
|
|
(2,174
|
)
|
||
Net loans
|
125,833
|
|
|
119,296
|
|
||
Premises and equipment
|
1,565
|
|
|
1,564
|
|
||
Goodwill
|
6,369
|
|
|
6,369
|
|
||
Other intangible assets (MSRs at fair value: $1,300 and $899 at December 31, 2013 and 2012, respectively)
|
1,334
|
|
|
956
|
|
||
Other real estate owned
|
170
|
|
|
264
|
|
||
Other assets
|
5,520
|
|
|
5,157
|
|
||
Total assets
|
|
$175,335
|
|
|
|
$173,442
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$38,800
|
|
|
|
$39,481
|
|
Interest-bearing deposits (CDs at fair value: $764 and $832 at December 31, 2013 and 2012, respectively)
|
90,959
|
|
|
92,835
|
|
||
Total deposits
|
129,759
|
|
|
132,316
|
|
||
Funds purchased
|
1,192
|
|
|
617
|
|
||
Securities sold under agreements to repurchase
|
1,759
|
|
|
1,574
|
|
||
Other short-term borrowings
|
5,788
|
|
|
3,303
|
|
||
Long-term debt
3
($1,556 and $1,622 at fair value at December 31, 2013 and 2012, respectively)
|
10,700
|
|
|
9,357
|
|
||
Trading liabilities and derivatives
|
1,181
|
|
|
1,176
|
|
||
Other liabilities
|
3,534
|
|
|
4,114
|
|
||
Total liabilities
|
153,913
|
|
|
152,457
|
|
||
Preferred stock, no par value
|
725
|
|
|
725
|
|
||
Common stock, $1.00 par value
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
9,115
|
|
|
9,174
|
|
||
Retained earnings
|
11,936
|
|
|
10,817
|
|
||
Treasury stock, at cost, and other
4
|
(615
|
)
|
|
(590
|
)
|
||
Accumulated other comprehensive (loss)/income, net of tax
|
(289
|
)
|
|
309
|
|
||
Total shareholders’ equity
|
21,422
|
|
|
20,985
|
|
||
Total liabilities and shareholders’ equity
|
|
$175,335
|
|
|
|
$173,442
|
|
|
|
|
|
||||
Common shares outstanding
|
536,097
|
|
|
538,959
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
7
|
|
|
7
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
13,824
|
|
|
10,962
|
|
||
1
Includes loans held for sale, at fair value, of consolidated VIEs
|
|
$261
|
|
|
|
$319
|
|
2
Includes loans of consolidated VIEs
|
327
|
|
|
365
|
|
||
3
Includes debt of consolidated VIEs ($256 and $286 at fair value at December 31, 2013 and 2012, respectively)
|
597
|
|
|
666
|
|
||
4
Includes noncontrolling interest
|
119
|
|
|
114
|
|
(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
(Loss)/Income
2
|
|
Total
|
|||||||||||||||
Balance, January 1, 2011
|
|
$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
|
)
|
|||||||
Series A and B 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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(598
|
)
|
|
(598
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Common stock dividends, $0.35 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||||||
Preferred stock dividends
3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|||||||
Acquisition of treasury stock
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
—
|
|
|
(150
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
43
|
|
|
—
|
|
|
16
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
39
|
|
|
—
|
|
|
4
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
9
|
|
|||||||
Balance, December 31, 2013
|
|
$725
|
|
|
536
|
|
|
|
$550
|
|
|
|
$9,115
|
|
|
|
$11,936
|
|
|
|
($615
|
)
|
|
|
($289
|
)
|
|
|
$21,422
|
|
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income including income attributable to noncontrolling interest
|
|
$1,361
|
|
|
|
$1,984
|
|
|
|
$660
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
708
|
|
|
757
|
|
|
760
|
|
|||
Goodwill impairment
|
—
|
|
|
7
|
|
|
—
|
|
|||
Origination of mortgage servicing rights
|
(352
|
)
|
|
(336
|
)
|
|
(224
|
)
|
|||
Provisions for credit losses and foreclosed property
|
605
|
|
|
1,535
|
|
|
1,664
|
|
|||
Mortgage repurchase provision
|
114
|
|
|
713
|
|
|
502
|
|
|||
Deferred income tax expense
|
495
|
|
|
194
|
|
|
83
|
|
|||
Stock option compensation and amortization of restricted stock compensation
|
34
|
|
|
35
|
|
|
44
|
|
|||
Net loss/(gain) on extinguishment of debt
|
—
|
|
|
16
|
|
|
(3
|
)
|
|||
Net securities gains
|
(2
|
)
|
|
(1,974
|
)
|
|
(117
|
)
|
|||
Net gain on sale of loans held for sale, loans, and other assets
|
(267
|
)
|
|
(1,063
|
)
|
|
(390
|
)
|
|||
Gain on pension curtailment
|
—
|
|
|
—
|
|
|
(88
|
)
|
|||
Net decrease in loans held for sale
|
2,104
|
|
|
194
|
|
|
2,234
|
|
|||
Net decrease/(increase) in other assets
|
235
|
|
|
974
|
|
|
(604
|
)
|
|||
Net (decrease)/increase in other liabilities
|
(827
|
)
|
|
(1,026
|
)
|
|
18
|
|
|||
Net cash provided by operating activities
|
4,208
|
|
|
2,010
|
|
|
4,539
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
5,522
|
|
|
7,371
|
|
|
5,557
|
|
|||
Proceeds from sales of securities available for sale
|
2,063
|
|
|
4,300
|
|
|
12,557
|
|
|||
Purchases of securities available for sale
|
(9,215
|
)
|
|
(5,814
|
)
|
|
(18,872
|
)
|
|||
Proceeds from maturities, calls, and paydowns of trading securities
|
2
|
|
|
3
|
|
|
139
|
|
|||
Proceeds from sales of trading securities
|
8
|
|
|
—
|
|
|
102
|
|
|||
Net increase in loans, including purchases of loans
|
(8,409
|
)
|
|
(6,400
|
)
|
|
(10,575
|
)
|
|||
Proceeds from sales of loans
|
819
|
|
|
4,916
|
|
|
270
|
|
|||
Capital expenditures
|
(200
|
)
|
|
(206
|
)
|
|
(131
|
)
|
|||
Payments related to acquisitions, including contingent consideration
|
(3
|
)
|
|
(12
|
)
|
|
(24
|
)
|
|||
Proceeds from the sale of other real estate owned and other assets
|
472
|
|
|
585
|
|
|
735
|
|
|||
Net cash (used in)/provided by investing activities
|
(8,941
|
)
|
|
4,743
|
|
|
(10,242
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net (decrease)/increase in total deposits
|
(2,557
|
)
|
|
4,394
|
|
|
4,878
|
|
|||
Net increase/(decrease) in funds purchased, securities sold under agreements
to repurchase, and other short-term borrowings
|
3,245
|
|
|
(5,972
|
)
|
|
6,650
|
|
|||
Proceeds from the issuance of long-term debt
|
1,564
|
|
|
4,000
|
|
|
1,749
|
|
|||
Repayment of long-term debt
|
(155
|
)
|
|
(5,772
|
)
|
|
(4,571
|
)
|
|||
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
|
)
|
|||
Repurchase of common stock
|
(150
|
)
|
|
—
|
|
|
—
|
|
|||
Common and preferred dividends paid
|
(225
|
)
|
|
(119
|
)
|
|
(131
|
)
|
|||
Stock option activity
|
17
|
|
|
26
|
|
|
—
|
|
|||
Net cash provided by/(used in) financing activities
|
1,739
|
|
|
(3,005
|
)
|
|
4,834
|
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(2,994
|
)
|
|
3,748
|
|
|
(869
|
)
|
|||
Cash and cash equivalents at beginning of period
|
8,257
|
|
|
4,509
|
|
|
5,378
|
|
|||
Cash and cash equivalents at end of period
|
|
$5,263
|
|
|
|
$8,257
|
|
|
|
$4,509
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$533
|
|
|
|
$774
|
|
|
|
$1,138
|
|
Income taxes paid
|
168
|
|
|
607
|
|
|
68
|
|
|||
Income taxes refunded
|
(99
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Loans transferred from loans held for sale to loans
|
43
|
|
|
71
|
|
|
63
|
|
|||
Loans transferred from loans to loans held for sale
|
280
|
|
|
3,695
|
|
|
754
|
|
|||
Loans transferred from loans and loans held for sale to other real estate owned
|
255
|
|
|
399
|
|
|
725
|
|
|||
Amortization of deferred gain on sale/leaseback of premises
|
58
|
|
|
67
|
|
|
59
|
|
|||
Accretion of discount for preferred stock issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
80
|
|
•
|
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 may be internally developed, and considers risk premiums that a market participant would require.
|
(Dollars in millions)
|
|
Date
|
|
Cash paid
|
|
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.
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Fed funds sold
|
|
$75
|
|
|
|
$29
|
|
Securities borrowed
|
184
|
|
|
155
|
|
||
Resell agreements
|
724
|
|
|
917
|
|
||
Total fed funds sold and securities borrowed or purchased under agreements to resell
|
|
$983
|
|
|
|
$1,101
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged Financial Instruments
|
|
Net
Amount
|
||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||
Securities borrowed or purchased under agreements to resell
|
$908
|
|
$—
|
|
$908
|
1, 2
|
$899
|
|
|
$9
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||
Securities sold under agreements to repurchase
|
1,759
|
|
—
|
|
1,759
|
1
|
1,759
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||
Securities borrowed or purchased under agreements to resell
|
$1,072
|
|
$—
|
|
$1,072
|
1,2
|
$1,069
|
|
|
$3
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||
Securities sold under agreements to repurchase
|
1,574
|
|
—
|
|
1,574
|
1
|
1,574
|
|
—
|
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Trading Assets and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$219
|
|
|
|
$111
|
|
Federal agency securities
|
426
|
|
|
462
|
|
||
U.S. states and political subdivisions
|
65
|
|
|
34
|
|
||
MBS - agency
|
323
|
|
|
432
|
|
||
CDO/CLO securities
|
57
|
|
|
55
|
|
||
ABS
|
6
|
|
|
36
|
|
||
Corporate and other debt securities
|
534
|
|
|
567
|
|
||
CP
|
29
|
|
|
28
|
|
||
Equity securities
|
109
|
|
|
100
|
|
||
Derivatives
1, 2
|
1,384
|
|
|
2,083
|
|
||
Trading loans
3
|
1,888
|
|
|
2,319
|
|
||
Total trading assets and derivatives
|
|
$5,040
|
|
|
|
$6,227
|
|
Trading Liabilities and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$472
|
|
|
|
$582
|
|
Corporate and other debt securities
|
179
|
|
|
173
|
|
||
Equity securities
|
5
|
|
|
9
|
|
||
Derivatives
1, 2
|
525
|
|
|
412
|
|
||
Total trading liabilities and derivatives
|
|
$1,181
|
|
|
|
$1,176
|
|
|
December 31, 2013
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
U.S. Treasury securities
|
|
$1,334
|
|
|
|
$6
|
|
|
|
$47
|
|
|
|
$1,293
|
|
Federal agency securities
|
1,028
|
|
|
13
|
|
|
57
|
|
|
984
|
|
||||
U.S. states and political subdivisions
|
232
|
|
|
7
|
|
|
2
|
|
|
237
|
|
||||
MBS - agency
|
18,915
|
|
|
421
|
|
|
425
|
|
|
18,911
|
|
||||
MBS - private
|
155
|
|
|
1
|
|
|
2
|
|
|
154
|
|
||||
ABS
|
78
|
|
|
2
|
|
|
1
|
|
|
79
|
|
||||
Corporate and other debt securities
|
39
|
|
|
3
|
|
|
—
|
|
|
42
|
|
||||
Other equity securities
1
|
841
|
|
|
1
|
|
|
—
|
|
|
842
|
|
||||
Total securities AFS
|
|
$22,622
|
|
|
|
$454
|
|
|
|
$534
|
|
|
|
$22,542
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
Year Ended December 31
|
|||||||||
(Dollars in millions)
|
2013
|
|
2012
|
2011
|
||||||
Taxable interest
|
|
$537
|
|
|
|
$579
|
|
|
$688
|
|
Tax-exempt interest
|
10
|
|
|
15
|
|
21
|
|
|||
Dividends
1
|
32
|
|
|
61
|
|
82
|
|
|||
Total interest and dividends
|
|
$579
|
|
|
|
$655
|
|
|
$791
|
|
|
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
|
|
$1
|
|
|
|
$645
|
|
|
|
$688
|
|
|
|
$—
|
|
|
|
$1,334
|
|
Federal agency securities
|
51
|
|
|
261
|
|
|
566
|
|
|
150
|
|
|
1,028
|
|
|||||
U.S. states and political subdivisions
|
102
|
|
|
66
|
|
|
21
|
|
|
43
|
|
|
232
|
|
|||||
MBS - agency
|
1,575
|
|
|
5,780
|
|
|
7,800
|
|
|
3,760
|
|
|
18,915
|
|
|||||
MBS - private
|
—
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|||||
ABS
|
58
|
|
|
18
|
|
|
2
|
|
|
—
|
|
|
78
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
22
|
|
|
17
|
|
|
—
|
|
|
39
|
|
|||||
Total debt securities
|
|
$1,787
|
|
|
|
$6,947
|
|
|
|
$9,094
|
|
|
|
$3,953
|
|
|
|
$21,781
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$1
|
|
|
|
$647
|
|
|
|
$645
|
|
|
|
$—
|
|
|
|
$1,293
|
|
Federal agency securities
|
51
|
|
|
271
|
|
|
518
|
|
|
144
|
|
|
984
|
|
|||||
U.S. states and political subdivisions
|
104
|
|
|
70
|
|
|
21
|
|
|
42
|
|
|
237
|
|
|||||
MBS - agency
|
1,665
|
|
|
5,969
|
|
|
7,756
|
|
|
3,521
|
|
|
18,911
|
|
|||||
MBS - private
|
—
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|||||
ABS
|
57
|
|
|
20
|
|
|
2
|
|
|
—
|
|
|
79
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
25
|
|
|
17
|
|
|
—
|
|
|
42
|
|
|||||
Total debt securities
|
|
$1,878
|
|
|
|
$7,156
|
|
|
|
$8,959
|
|
|
|
$3,707
|
|
|
|
$21,700
|
|
Weighted average yield
1
|
2.95
|
%
|
|
2.72
|
%
|
|
2.83
|
%
|
|
2.85
|
%
|
|
2.81
|
%
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Gross realized gains
|
|
$39
|
|
|
|
$1,981
|
|
1
|
|
$210
|
|
Gross realized losses
|
(36
|
)
|
|
—
|
|
|
(87
|
)
|
|||
OTTI
|
(1
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|||
Net securities gains
|
|
$2
|
|
|
|
$1,974
|
|
|
|
$117
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
OTTI
1
|
|
$—
|
|
|
|
$1
|
|
|
|
$2
|
|
Portion of gains/(losses) recognized in OCI (before taxes)
|
1
|
|
|
6
|
|
|
4
|
|
|||
Net impairment losses recognized in earnings
|
|
$1
|
|
|
|
$7
|
|
|
|
$6
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Balance, beginning of period
|
|
$31
|
|
|
|
$25
|
|
|
|
$20
|
|
Additions:
|
|
|
|
|
|
||||||
OTTI credit losses on previously impaired securities
|
1
|
|
|
7
|
|
|
6
|
|
|||
Reductions:
|
|
|
|
|
|
||||||
Credit impaired securities sold, matured, or written off
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Increases in expected cash flows recognized over the remaining life of the securities
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, end of period
|
|
$25
|
|
|
|
$31
|
|
|
|
$25
|
|
|
2013
|
|
2012
|
|
2011
|
Default rate
|
2 - 9%
|
|
2 - 9%
|
|
4 - 8%
|
Prepayment rate
|
7 - 21%
|
|
7 - 21%
|
|
12 - 22%
|
Loss severity
|
46 - 74%
|
|
40 - 56%
|
|
39 - 46%
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$57,974
|
|
|
|
$54,048
|
|
CRE
|
5,481
|
|
|
4,127
|
|
||
Commercial construction
|
855
|
|
|
713
|
|
||
Total commercial loans
|
64,310
|
|
|
58,888
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
3,416
|
|
|
4,252
|
|
||
Residential mortgages - nonguaranteed
1
|
24,412
|
|
|
23,389
|
|
||
Home equity products
|
14,809
|
|
|
14,805
|
|
||
Residential construction
|
553
|
|
|
753
|
|
||
Total residential loans
|
43,190
|
|
|
43,199
|
|
||
Consumer loans:
|
|
|
|
||||
Guaranteed student loans
|
5,545
|
|
|
5,357
|
|
||
Other direct
|
2,829
|
|
|
2,396
|
|
||
Indirect
|
11,272
|
|
|
10,998
|
|
||
Credit cards
|
731
|
|
|
632
|
|
||
Total consumer loans
|
20,377
|
|
|
19,383
|
|
||
LHFI
2
|
|
$127,877
|
|
|
|
$121,470
|
|
LHFS
|
|
$1,699
|
|
|
|
$3,399
|
|
|
Commercial Loans
|
||||||||||||||||||||||
|
C&I
|
|
CRE
|
|
Commercial construction
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Credit rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$56,443
|
|
|
|
$52,292
|
|
|
|
$5,245
|
|
|
|
$3,564
|
|
|
|
$798
|
|
|
|
$506
|
|
Criticized accruing
|
1,335
|
|
|
1,562
|
|
|
197
|
|
|
497
|
|
|
45
|
|
|
173
|
|
||||||
Criticized nonaccruing
|
196
|
|
|
194
|
|
|
39
|
|
|
66
|
|
|
12
|
|
|
34
|
|
||||||
Total
|
|
$57,974
|
|
|
|
$54,048
|
|
|
|
$5,481
|
|
|
|
$4,127
|
|
|
|
$855
|
|
|
|
$713
|
|
|
Residential Loans
1
|
||||||||||||||||||||||
|
Residential mortgages -
nonguaranteed
|
|
Home equity products
|
|
Residential construction
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$19,100
|
|
|
|
$17,410
|
|
|
|
$11,661
|
|
|
|
$11,339
|
|
|
|
$423
|
|
|
|
$561
|
|
620 - 699
|
3,652
|
|
|
3,850
|
|
|
2,186
|
|
|
2,297
|
|
|
90
|
|
|
123
|
|
||||||
Below 620
2
|
1,660
|
|
|
2,129
|
|
|
962
|
|
|
1,169
|
|
|
40
|
|
|
69
|
|
||||||
Total
|
|
$24,412
|
|
|
|
$23,389
|
|
|
|
$14,809
|
|
|
|
$14,805
|
|
|
|
$553
|
|
|
|
$753
|
|
|
Consumer Loans
3
|
||||||||||||||||||||||
|
Other direct
|
|
Indirect
|
|
Credit cards
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$2,370
|
|
|
|
$1,980
|
|
|
|
$8,420
|
|
|
|
$8,300
|
|
|
|
$512
|
|
|
|
$435
|
|
620 - 699
|
397
|
|
|
350
|
|
|
2,228
|
|
|
2,038
|
|
|
176
|
|
|
152
|
|
||||||
Below 620
2
|
62
|
|
|
66
|
|
|
624
|
|
|
660
|
|
|
43
|
|
|
45
|
|
||||||
Total
|
|
$2,829
|
|
|
|
$2,396
|
|
|
|
$11,272
|
|
|
|
$10,998
|
|
|
|
$731
|
|
|
|
$632
|
|
|
December 31, 2013
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$57,713
|
|
|
|
$47
|
|
|
|
$18
|
|
|
|
$196
|
|
|
|
$57,974
|
|
CRE
|
5,430
|
|
|
5
|
|
|
7
|
|
|
39
|
|
|
5,481
|
|
|||||
Commercial construction
|
842
|
|
|
1
|
|
|
—
|
|
|
12
|
|
|
855
|
|
|||||
Total commercial loans
|
63,985
|
|
|
53
|
|
|
25
|
|
|
247
|
|
|
64,310
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
2,787
|
|
|
58
|
|
|
571
|
|
|
—
|
|
|
3,416
|
|
|||||
Residential mortgages - nonguaranteed
1
|
23,808
|
|
|
150
|
|
|
13
|
|
|
441
|
|
|
24,412
|
|
|||||
Home equity products
|
14,480
|
|
|
119
|
|
|
—
|
|
|
210
|
|
|
14,809
|
|
|||||
Residential construction
|
488
|
|
|
4
|
|
|
—
|
|
|
61
|
|
|
553
|
|
|||||
Total residential loans
|
41,563
|
|
|
331
|
|
|
584
|
|
|
712
|
|
|
43,190
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
4,475
|
|
|
461
|
|
|
609
|
|
|
—
|
|
|
5,545
|
|
|||||
Other direct
|
2,803
|
|
|
18
|
|
|
3
|
|
|
5
|
|
|
2,829
|
|
|||||
Indirect
|
11,189
|
|
|
75
|
|
|
1
|
|
|
7
|
|
|
11,272
|
|
|||||
Credit cards
|
718
|
|
|
7
|
|
|
6
|
|
|
—
|
|
|
731
|
|
|||||
Total consumer loans
|
19,185
|
|
|
561
|
|
|
619
|
|
|
12
|
|
|
20,377
|
|
|||||
Total LHFI
|
|
$124,733
|
|
|
|
$945
|
|
|
|
$1,228
|
|
|
|
$971
|
|
|
|
$127,877
|
|
|
December 31, 2012
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$53,747
|
|
|
|
$81
|
|
|
|
$26
|
|
|
|
$194
|
|
|
|
$54,048
|
|
CRE
|
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
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
(Dollars in millions)
|
Unpaid
Principal
Balance
|
|
Amortized
Cost
1
|
|
Related
Allowance
|
|
Unpaid
Principal
Balance
|
|
Amortized
Cost
1
|
|
Related
Allowance
|
||||||||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
|
$81
|
|
|
|
$56
|
|
|
|
$—
|
|
|
|
$59
|
|
|
|
$40
|
|
|
|
$—
|
|
CRE
|
61
|
|
|
60
|
|
|
—
|
|
|
6
|
|
|
5
|
|
|
—
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|
—
|
|
||||||
Total commercial loans
|
142
|
|
|
116
|
|
|
—
|
|
|
110
|
|
|
90
|
|
|
—
|
|
||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
51
|
|
|
49
|
|
|
10
|
|
|
46
|
|
|
38
|
|
|
6
|
|
||||||
CRE
|
8
|
|
|
3
|
|
|
—
|
|
|
15
|
|
|
7
|
|
|
1
|
|
||||||
Commercial construction
|
6
|
|
|
3
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
—
|
|
||||||
Total commercial loans
|
65
|
|
|
55
|
|
|
10
|
|
|
66
|
|
|
48
|
|
|
7
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
2,357
|
|
|
2,051
|
|
|
226
|
|
|
2,346
|
|
|
2,046
|
|
|
234
|
|
||||||
Home equity products
|
710
|
|
|
638
|
|
|
96
|
|
|
661
|
|
|
612
|
|
|
88
|
|
||||||
Residential construction
|
241
|
|
|
189
|
|
|
23
|
|
|
259
|
|
|
201
|
|
|
26
|
|
||||||
Total residential loans
|
3,308
|
|
|
2,878
|
|
|
345
|
|
|
3,266
|
|
|
2,859
|
|
|
348
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
14
|
|
|
14
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
2
|
|
||||||
Indirect
|
83
|
|
|
83
|
|
|
5
|
|
|
46
|
|
|
46
|
|
|
2
|
|
||||||
Credit cards
|
13
|
|
|
13
|
|
|
3
|
|
|
21
|
|
|
21
|
|
|
5
|
|
||||||
Total consumer loans
|
110
|
|
|
110
|
|
|
8
|
|
|
81
|
|
|
81
|
|
|
9
|
|
||||||
Total impaired loans
|
|
$3,625
|
|
|
|
$3,159
|
|
|
|
$363
|
|
|
|
$3,523
|
|
|
|
$3,078
|
|
|
|
$364
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(Dollars in millions)
|
Average
Amortized
Cost
|
|
Interest
Income
Recognized
1
|
|
Average
Amortized
Cost
|
|
Interest
Income
Recognized
1
|
|
Average
Amortized
Cost
|
|
Interest
Income
Recognized
1
|
||||||||||||
Impaired loans with no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
|
$75
|
|
|
|
$1
|
|
|
|
$48
|
|
|
|
$1
|
|
|
|
$109
|
|
|
|
$3
|
|
CRE
|
60
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
56
|
|
|
1
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
45
|
|
|
1
|
|
|
47
|
|
|
1
|
|
||||||
Total commercial loans
|
135
|
|
|
3
|
|
|
102
|
|
|
2
|
|
|
212
|
|
|
5
|
|
||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
45
|
|
|
1
|
|
|
51
|
|
|
1
|
|
|
68
|
|
|
1
|
|
||||||
CRE
|
3
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
103
|
|
|
2
|
|
||||||
Commercial construction
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
121
|
|
|
2
|
|
||||||
Total commercial loans
|
53
|
|
|
1
|
|
|
64
|
|
|
1
|
|
|
292
|
|
|
5
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
2,025
|
|
|
94
|
|
|
2,063
|
|
|
83
|
|
|
2,451
|
|
|
88
|
|
||||||
Home equity products
|
649
|
|
|
23
|
|
|
627
|
|
|
26
|
|
|
528
|
|
|
23
|
|
||||||
Residential construction
|
193
|
|
|
11
|
|
|
209
|
|
|
10
|
|
|
229
|
|
|
8
|
|
||||||
Total residential loans
|
2,867
|
|
|
128
|
|
|
2,899
|
|
|
119
|
|
|
3,208
|
|
|
119
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
15
|
|
|
1
|
|
|
15
|
|
|
1
|
|
|
13
|
|
|
1
|
|
||||||
Indirect
|
89
|
|
|
4
|
|
|
50
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Credit cards
|
16
|
|
|
1
|
|
|
24
|
|
|
2
|
|
|
26
|
|
|
2
|
|
||||||
Total consumer loans
|
120
|
|
|
6
|
|
|
89
|
|
|
5
|
|
|
39
|
|
|
3
|
|
||||||
Total impaired loans
|
|
$3,175
|
|
|
|
$138
|
|
|
|
$3,154
|
|
|
|
$127
|
|
|
|
$3,751
|
|
|
|
$132
|
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Nonaccrual/NPLs:
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$196
|
|
|
|
$194
|
|
CRE
|
39
|
|
|
66
|
|
||
Commercial construction
|
12
|
|
|
34
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
441
|
|
|
775
|
|
||
Home equity products
|
210
|
|
|
341
|
|
||
Residential construction
|
61
|
|
|
112
|
|
||
Consumer loans:
|
|
|
|
||||
Other direct
|
5
|
|
|
6
|
|
||
Indirect
|
7
|
|
|
19
|
|
||
Total nonaccrual/NPLs
2
|
971
|
|
|
1,547
|
|
||
OREO
1
|
170
|
|
|
264
|
|
||
Other repossessed assets
|
7
|
|
|
9
|
|
||
Nonperforming LHFS
|
17
|
|
|
37
|
|
||
Total NPAs
|
|
$1,165
|
|
|
|
$1,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2013
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
C&I
|
55
|
|
|
$5
|
|
CRE
|
5
|
|
3
|
|
|
Commercial construction
|
1
|
|
—
|
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
287
|
|
23
|
|
|
Home equity products
|
188
|
|
10
|
|
|
Residential construction
|
48
|
|
3
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
15
|
|
1
|
|
|
Indirect
|
207
|
|
2
|
|
|
Credit cards
|
169
|
|
1
|
|
|
Total TDRs
|
975
|
|
|
$48
|
|
|
Year Ended December 31, 2012
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
C&I
|
84
|
|
|
$5
|
|
CRE
|
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
|
|
|
Year Ended December 31, 2011
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
C&I
|
71
|
|
|
$14
|
|
CRE
|
14
|
|
22
|
|
|
Commercial construction
|
32
|
|
28
|
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
455
|
|
108
|
|
|
Home equity products
|
220
|
|
22
|
|
|
Residential construction
|
33
|
|
7
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
10
|
|
—
|
|
|
Credit cards
|
403
|
|
3
|
|
|
Total TDRs
|
1,238
|
|
|
$204
|
|
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
Provision for loan losses
|
548
|
|
|
1,398
|
|
|
1,523
|
|
|||
Provision/(benefit) for unfunded commitments
|
5
|
|
|
(3
|
)
|
|
(10
|
)
|
|||
Loan charge-offs
|
(869
|
)
|
|
(1,907
|
)
|
|
(2,241
|
)
|
|||
Loan recoveries
|
191
|
|
|
226
|
|
|
201
|
|
|||
Balance at end of period
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
|
|
|
|
||||||
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$2,044
|
|
|
|
$2,174
|
|
|
|
$2,457
|
|
Unfunded commitments reserve
1
|
50
|
|
|
45
|
|
|
48
|
|
|||
Allowance for credit losses
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
|
|
|
|
|
|
||||||||
|
2013
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance at beginning of period
|
|
$902
|
|
|
|
$1,131
|
|
|
|
$141
|
|
|
|
$2,174
|
|
Provision for loan losses
|
197
|
|
|
243
|
|
|
108
|
|
|
548
|
|
||||
Loan charge-offs
|
(219
|
)
|
|
(531
|
)
|
|
(119
|
)
|
|
(869
|
)
|
||||
Loan recoveries
|
66
|
|
|
87
|
|
|
38
|
|
|
191
|
|
||||
Balance at end of period
|
|
$946
|
|
|
|
$930
|
|
|
|
$168
|
|
|
|
$2,044
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||||||
|
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
|
|
$171
|
|
|
|
$10
|
|
|
|
$2,878
|
|
|
|
$345
|
|
|
|
$110
|
|
|
|
$8
|
|
|
|
$3,159
|
|
|
|
$363
|
|
Collectively evaluated
|
64,139
|
|
|
936
|
|
|
40,010
|
|
|
585
|
|
|
20,267
|
|
|
160
|
|
|
124,416
|
|
|
1,681
|
|
||||||||
Total evaluated
|
64,310
|
|
|
946
|
|
|
42,888
|
|
|
930
|
|
|
20,377
|
|
|
168
|
|
|
127,575
|
|
|
2,044
|
|
||||||||
LHFI at fair value
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$64,310
|
|
|
|
$946
|
|
|
|
$43,190
|
|
|
|
$930
|
|
|
|
$20,377
|
|
|
|
$168
|
|
|
|
$127,877
|
|
|
|
$2,044
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
December 31, 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
|
|
|
|
|
|
|
|
||||
(Dollars in millions)
|
Useful Life
|
|
2013
|
|
2012
|
||||
Land
|
Indefinite
|
|
|
$345
|
|
|
|
$349
|
|
Buildings and improvements
|
2 - 40 years
|
|
1,045
|
|
|
1,041
|
|
||
Leasehold improvements
|
1 - 30 years
|
|
609
|
|
|
622
|
|
||
Furniture and equipment
|
1 - 20 years
|
|
1,399
|
|
|
1,357
|
|
||
Construction in progress
|
|
|
206
|
|
|
111
|
|
||
Total premises and equipment
|
|
|
3,604
|
|
|
3,480
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
2,039
|
|
|
1,916
|
|
||
Premises and equipment, net
|
|
|
|
$1,565
|
|
|
|
$1,564
|
|
|
|
|
|
||||
(Dollars in millions)
|
Operating
Leases
|
|
Capital
Leases
|
||||
2014
|
|
$208
|
|
|
|
$2
|
|
2015
|
196
|
|
|
2
|
|
||
2016
|
190
|
|
|
2
|
|
||
2017
|
171
|
|
|
2
|
|
||
2018
|
91
|
|
|
2
|
|
||
Thereafter
|
354
|
|
|
3
|
|
||
Total minimum lease payments
|
|
$1,210
|
|
|
13
|
|
|
Less: Amounts representing interest
|
|
|
3
|
|
|||
Present value of net minimum lease payments
|
|
|
|
$10
|
|
(Dollars in millions)
|
Retail
Banking |
|
Diversified
Commercial Banking |
|
CIB
|
|
W&IM
|
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Total
|
||||||||||||||
Balance, January 1, 2013
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3,962
|
|
|
|
$2,407
|
|
|
|
$6,369
|
|
Intersegment transfers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||||||
Balance, December 31, 2013
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$4,262
|
|
|
|
$2,107
|
|
|
|
$6,369
|
|
Balance, January 1, 2012
|
|
$4,854
|
|
|
|
$928
|
|
|
|
$180
|
|
|
|
$382
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$6,344
|
|
Intersegment transfers
|
(4,854
|
)
|
|
(928
|
)
|
|
(180
|
)
|
|
(382
|
)
|
|
3,930
|
|
|
2,414
|
|
|
—
|
|
|||||||
Acquisition of FirstAgain, LLC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||||
Impairment of GenSpring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||||
Balance, December 31, 2012
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3,962
|
|
|
|
$2,407
|
|
|
|
$6,369
|
|
(Dollars in millions)
|
Core Deposit
Intangibles |
|
MSRs -
Fair Value |
|
Other
|
|
Total
|
||||||||
Balance, January 1, 2013
|
|
$17
|
|
|
|
$899
|
|
|
|
$40
|
|
|
|
$956
|
|
Amortization
|
(13
|
)
|
|
—
|
|
|
(10
|
)
|
|
(23
|
)
|
||||
MSRs originated
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
||||
Changes in fair value:
|
|
|
|
|
|
|
|
||||||||
Due to changes in inputs and assumptions
1
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
||||
Other changes in fair value
2
|
—
|
|
|
(252
|
)
|
|
—
|
|
|
(252
|
)
|
||||
Sale of MSRs
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Balance, December 31, 2013
|
|
$4
|
|
|
|
$1,300
|
|
|
|
$30
|
|
|
|
$1,334
|
|
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
|
|
|
|
|
|
|
|
||||||
(Dollars in millions)
|
Core Deposit
Intangibles
|
|
Other
|
|
Total
|
||||||
2014
|
|
$4
|
|
|
|
$7
|
|
|
|
$11
|
|
2015
|
—
|
|
|
5
|
|
|
5
|
|
|||
2016
|
—
|
|
|
2
|
|
|
2
|
|
|||
2017
|
—
|
|
|
2
|
|
|
2
|
|
|||
2018
|
—
|
|
|
2
|
|
|
2
|
|
|||
Thereafter
|
—
|
|
|
3
|
|
|
3
|
|
|||
Total
1
|
|
$4
|
|
|
|
$21
|
|
|
|
$25
|
|
(Dollars in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Fair value of retained MSRs
|
|
$1,300
|
|
|
|
$899
|
|
Prepayment rate assumption (annual)
|
8
|
%
|
|
16
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$38
|
|
|
|
$50
|
|
Decline in fair value from 20% adverse change
|
74
|
|
|
95
|
|
||
Discount rate (annual)
|
12
|
%
|
|
11
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$66
|
|
|
|
$37
|
|
Decline in fair value from 20% adverse change
|
126
|
|
|
70
|
|
||
Weighted-average life (in years)
|
7.7
|
|
|
4.9
|
|
||
Weighted-average coupon
|
4.4
|
%
|
|
4.8
|
%
|
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows on interests held
1
:
|
|
|
|
|
|
||||||
Residential Mortgage Loans
2
|
|
$32
|
|
|
|
$27
|
|
|
|
$48
|
|
Commercial and Corporate Loans
|
1
|
|
|
1
|
|
|
1
|
|
|||
CDO Securities
|
3
|
|
|
2
|
|
|
2
|
|
|||
Total cash flows on interests held
|
|
$36
|
|
|
|
$30
|
|
|
|
$51
|
|
Servicing or management fees
1
:
|
|
|
|
|
|
||||||
Residential Mortgage Loans
2
|
|
$2
|
|
|
|
$3
|
|
|
|
$3
|
|
Commercial and Corporate Loans
|
9
|
|
|
10
|
|
|
10
|
|
|||
Total servicing or management fees
|
|
$11
|
|
|
|
$13
|
|
|
|
$13
|
|
|
Portfolio Balance
1
|
|
Past Due
2
|
|
Net Charge-offs
|
||||||||||||||||||
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2013
|
|
December 31, 2012
|
|
Year Ended December 31
|
||||||||||||||
|
|||||||||||||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|||||||||||||||||||
Type of loan:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$64,310
|
|
|
|
$58,888
|
|
|
|
$272
|
|
|
|
$320
|
|
|
|
$153
|
|
|
|
$303
|
|
Residential
|
43,190
|
|
|
43,199
|
|
|
1,296
|
|
|
1,941
|
|
|
444
|
|
|
1,285
|
|
||||||
Consumer
|
20,377
|
|
|
19,383
|
|
|
631
|
|
|
68
|
|
|
81
|
|
|
93
|
|
||||||
Total loan portfolio
|
127,877
|
|
|
121,470
|
|
|
2,199
|
|
|
2,329
|
|
|
678
|
|
|
1,681
|
|
||||||
Managed securitized loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
1,617
|
|
|
1,767
|
|
|
29
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||||
Residential
|
100,695
|
|
|
104,877
|
|
|
493
|
|
3
|
2,186
|
|
3
|
23
|
|
|
30
|
|
||||||
Total managed loans
|
|
$230,189
|
|
|
|
$228,114
|
|
|
|
$2,721
|
|
|
|
$4,538
|
|
|
|
$701
|
|
|
|
$1,711
|
|
|
|
|
|
|
|
|
|
||||||
|
2013
|
|
2012
|
||||||||||
(Dollars in millions)
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
FHLB advances
|
|
$4,000
|
|
|
0.21
|
%
|
|
|
$1,500
|
|
|
0.34
|
%
|
Master notes
|
1,554
|
|
|
0.28
|
|
|
1,512
|
|
|
0.30
|
|
||
Dealer collateral
|
232
|
|
|
0.10
|
|
|
282
|
|
|
0.17
|
|
||
Other
|
2
|
|
|
2.70
|
|
|
9
|
|
|
2.70
|
|
||
Total other short-term borrowings
|
|
$5,788
|
|
|
|
|
|
$3,303
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Dollars in millions)
|
2013
|
|
2012
|
|
Interest Rates
|
|
Maturities
|
||||
Parent Company Only
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
|
|
$3,001
|
|
|
|
$2,270
|
|
|
1.00% - 6.05%
|
|
2014 - 2028
|
Senior, variable rate
|
283
|
|
|
152
|
|
|
0.39 - 3.25
|
|
2015 - 2019
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
|
6.00
|
|
2026
|
||
Junior subordinated, variable rate
|
627
|
|
|
627
|
|
|
0.89 - 1.23
|
|
2027 - 2028
|
||
Total Parent Company debt (excluding intercompany
of $160 at December 31, 2013 and 2012)
|
4,111
|
|
|
3,249
|
|
|
|
|
|
||
Subsidiaries
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
1
|
1,006
|
|
|
426
|
|
|
0.00 - 9.65
|
|
2014 - 2053
|
||
Senior, variable rate
2
|
3,783
|
|
|
3,846
|
|
|
0.36 - 6.98
|
|
2015 - 2043
|
||
Subordinated, fixed rate
3
|
1,300
|
|
|
1,336
|
|
|
5.00 - 7.25
|
|
2015 - 2020
|
||
Subordinated, variable rate
|
500
|
|
|
500
|
|
|
0.53 - 0.55
|
|
2015
|
||
Total subsidiaries debt
|
6,589
|
|
|
6,108
|
|
|
|
|
|
||
Total long-term debt
|
|
$10,700
|
|
|
|
$9,357
|
|
|
|
|
|
|
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Operating lease obligations
|
|
$208
|
|
|
|
$386
|
|
|
|
$262
|
|
|
|
$354
|
|
|
|
$1,210
|
|
Capital lease obligations
1
|
1
|
|
|
3
|
|
|
4
|
|
|
2
|
|
|
10
|
|
|||||
Purchase obligations
2
|
284
|
|
|
65
|
|
|
31
|
|
|
8
|
|
|
388
|
|
|||||
Total
|
|
$493
|
|
|
|
$454
|
|
|
|
$297
|
|
|
|
$364
|
|
|
|
$1,608
|
|
|
Year Ended December 31
|
||||||||||
(In millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
Preferred dividends
|
(37
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
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
|
(10
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|||
Net income available to common shareholders
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
Average basic common shares
|
534
|
|
|
534
|
|
|
524
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
1
|
|
|
1
|
|
|
2
|
|
|||
Restricted stock and warrants
|
4
|
|
|
3
|
|
|
2
|
|
|||
Average diluted common shares
|
539
|
|
|
538
|
|
|
528
|
|
|||
Net income per average common share - diluted
|
|
$2.41
|
|
|
|
$3.59
|
|
|
|
$0.94
|
|
Net income per average common share - basic
|
|
$2.43
|
|
|
|
$3.62
|
|
|
|
$0.94
|
|
|
|
|
|
|
|
|
|
|||||
|
2013
|
|
2012
|
|||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
|||||
Tier 1 common
|
|
$14,602
|
|
|
9.82
|
%
|
|
$13,509
|
|
10.04
|
%
|
|
Tier 1 capital
|
16,073
|
|
|
10.81
|
|
|
14,975
|
|
|
11.13
|
|
|
Total capital
|
19,052
|
|
|
12.81
|
|
|
18,131
|
|
|
13.48
|
|
|
Tier 1 leverage
|
|
|
9.58
|
|
|
|
|
8.91
|
|
|||
SunTrust Bank
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$16,059
|
|
|
10.96
|
%
|
|
$15,121
|
|
11.38
|
%
|
|
Total capital
|
18,810
|
|
|
12.84
|
|
|
18,056
|
|
|
13.59
|
|
|
Tier 1 leverage
|
|
|
9.78
|
|
|
|
|
9.23
|
|
|
|
|
|
|
||||
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
Series A (1,725 shares outstanding)
|
|
|
$172
|
|
|
|
$172
|
|
Series B
(1,025 shares outstanding)
|
|
103
|
|
|
103
|
|
||
Series E (4,500 shares outstanding)
|
|
450
|
|
|
450
|
|
||
Total preferred stock
|
|
|
$725
|
|
|
|
$725
|
|
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current income tax (benefit)/expense:
|
|
|
|
|
|
|
||||||
Federal
|
|
|
($206
|
)
|
|
|
$553
|
|
|
|
($4
|
)
|
State
|
|
(16
|
)
|
|
26
|
|
|
—
|
|
|||
Total
|
|
|
($222
|
)
|
|
|
$579
|
|
|
|
($4
|
)
|
Deferred income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
|
$444
|
|
|
|
$229
|
|
|
|
$81
|
|
State
|
|
51
|
|
|
(35
|
)
|
|
2
|
|
|||
Total
|
|
495
|
|
|
194
|
|
|
83
|
|
|||
Total income tax expense
|
|
|
$273
|
|
|
|
$773
|
|
|
|
$79
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(Dollars in millions)
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|
Amount
|
|
Percent of
Pre-Tax
Income
|
|||||||||
Income tax expense at federal statutory rate
|
|
|
$566
|
|
|
35.0
|
%
|
|
|
$956
|
|
|
35.0
|
%
|
|
|
$254
|
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net
|
|
20
|
|
|
1.2
|
|
|
(9
|
)
|
|
(0.3
|
)
|
|
1
|
|
|
0.1
|
|
|||
Tax-exempt interest
|
|
(80
|
)
|
|
(4.9
|
)
|
|
(77
|
)
|
|
(2.8
|
)
|
|
(72
|
)
|
|
(9.9
|
)
|
|||
Internal restructuring
|
|
(343
|
)
|
|
(21.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Changes in UTBs (including interest), net
|
|
152
|
|
|
9.4
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
0.1
|
|
|||
Income tax credits
|
|
(84
|
)
|
|
(5.2
|
)
|
|
(83
|
)
|
|
(3.0
|
)
|
|
(88
|
)
|
|
(12.1
|
)
|
|||
Non-deductible expenses
|
|
49
|
|
|
3.1
|
|
|
16
|
|
|
0.6
|
|
|
6
|
|
|
0.8
|
|
|||
Dividends received deduction
|
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
(0.3
|
)
|
|
(14
|
)
|
|
(1.9
|
)
|
|||
Other
|
|
(6
|
)
|
|
(0.4
|
)
|
|
(23
|
)
|
|
(0.9
|
)
|
|
(9
|
)
|
|
(1.2
|
)
|
|||
Total income tax expense and rate
|
|
|
$273
|
|
|
16.9
|
%
|
|
|
$773
|
|
|
28.3
|
%
|
|
|
$79
|
|
|
10.9
|
%
|
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
DTAs:
|
|
|
|
|
||||
ALLL
|
|
|
$795
|
|
|
|
$861
|
|
Accrued expenses
|
|
463
|
|
|
685
|
|
||
State NOL and other carryforwards
|
|
208
|
|
|
169
|
|
||
Net unrealized losses in AOCI
|
|
153
|
|
|
—
|
|
||
Other
|
|
131
|
|
|
173
|
|
||
Total gross DTAs
|
|
1,750
|
|
|
1,888
|
|
||
Valuation allowance
|
|
(102
|
)
|
|
(56
|
)
|
||
Total DTAs
|
|
|
$1,648
|
|
|
|
$1,832
|
|
DTLs:
|
|
|
|
|
||||
Leasing
|
|
|
$804
|
|
|
|
$786
|
|
Net unrealized gains in AOCI
|
|
—
|
|
|
197
|
|
||
Compensation and employee benefits
|
|
97
|
|
|
74
|
|
||
MSRs
|
|
566
|
|
|
623
|
|
||
Loans
|
|
98
|
|
|
72
|
|
||
Goodwill and intangible assets
|
|
151
|
|
|
141
|
|
||
Fixed assets
|
|
153
|
|
|
196
|
|
||
Other
|
|
53
|
|
|
62
|
|
||
Total DTLs
|
|
|
$1,922
|
|
|
|
$2,151
|
|
Net DTL
|
|
|
($274
|
)
|
|
|
($319
|
)
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Balance at January 1
|
|
$137
|
|
|
|
$133
|
|
Increases in UTBs related to prior years
|
4
|
|
|
1
|
|
||
Decreases in UTBs related to prior years
|
(10
|
)
|
|
(2
|
)
|
||
Increases in UTBs related to the current year
|
171
|
|
|
45
|
|
||
Decreases in UTBs related to settlements
|
(2
|
)
|
|
(34
|
)
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
(9
|
)
|
|
(6
|
)
|
||
Balance at December 31
|
|
$291
|
|
|
|
$137
|
|
|
Year Ended December 31
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Dividend yield
|
1.28
|
%
|
|
0.91
|
%
|
|
0.75
|
%
|
Expected stock price volatility
|
30.98
|
|
|
39.88
|
|
|
34.87
|
|
Risk-free interest rate (weighted average)
|
1.02
|
|
|
1.07
|
|
|
2.48
|
|
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, 2011
|
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
|
|
||||
Granted
|
552,998
|
|
|
27.41
|
|
|
27.41
|
|
|
1,314,277
|
|
|
39
|
|
|
29.58
|
|
|
593,093
|
|
|
24.65
|
|
||||
Exercised/vested
|
(712,981
|
)
|
|
9.06 - 27.79
|
|
|
16.94
|
|
|
(821,636
|
)
|
|
—
|
|
|
25.95
|
|
|
(41,790
|
)
|
|
28.73
|
|
||||
Cancelled/expired/forfeited
|
(2,222,298
|
)
|
|
21.67 - 118.18
|
|
|
56.55
|
|
|
(195,424
|
)
|
|
(5
|
)
|
|
27.41
|
|
|
14,229
|
|
|
20.54
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2013
|
10,929,371
|
|
|
$9.06 - 150.45
|
|
|
|
$49.86
|
|
|
3,983,538
|
|
|
|
$50
|
|
|
|
$27.04
|
|
|
2,496,178
|
|
|
|
$26.69
|
|
Exercisable, December 31, 2013
|
9,351,182
|
|
|
|
|
|
$53.89
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Stock-based compensation expense:
|
|
|
|
|
|
||||||
Stock options
|
|
$6
|
|
|
|
$11
|
|
|
|
$15
|
|
Restricted stock
|
32
|
|
|
30
|
|
|
32
|
|
|||
RSUs
|
18
|
|
|
27
|
|
|
10
|
|
|||
Total stock-based compensation expense
|
|
$56
|
|
|
|
$68
|
|
|
|
$57
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Benefit obligation, beginning of year
|
|
$2,838
|
|
|
|
$2,661
|
|
|
|
$167
|
|
|
|
$173
|
|
Interest cost
|
113
|
|
|
119
|
|
|
6
|
|
|
7
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
21
|
|
|
22
|
|
||||
Actuarial loss/(gain)
|
(195
|
)
|
|
242
|
|
|
1
|
|
|
(2
|
)
|
||||
Benefits paid
|
(181
|
)
|
|
(184
|
)
|
|
(41
|
)
|
|
(36
|
)
|
||||
Less federal Medicare drug subsidy
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
||||
Benefit obligation, end of year
|
|
$2,575
|
|
|
|
$2,838
|
|
|
|
$81
|
|
|
|
$167
|
|
(Dollars in millions)
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
|
$80
|
|
|
|
$2,701
|
|
Accumulated benefit obligation
|
79
|
|
|
2,701
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
(Weighted average assumptions used to determine benefit
obligations, end of year)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.98
|
%
|
|
4.08
|
%
|
|
4.15
|
%
|
|
3.45
|
%
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Fair value of plan assets, beginning of year
|
|
$2,742
|
|
|
|
$2,550
|
|
|
|
$164
|
|
|
|
$161
|
|
Actual return on plan assets
|
304
|
|
|
350
|
|
|
14
|
|
|
17
|
|
||||
Employer contributions
|
8
|
|
|
26
|
|
|
—
|
|
|
—
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
21
|
|
|
22
|
|
||||
Benefits paid
|
(181
|
)
|
|
(184
|
)
|
|
(41
|
)
|
|
(36
|
)
|
||||
Fair value of plan assets, end of year
|
|
$2,873
|
|
|
|
$2,742
|
|
|
|
$158
|
|
|
|
$164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2013 using
1
|
||||||||||||
(Dollars in millions)
|
Assets Measured at
Fair Value at December 31, 2013 |
Quoted Prices In
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Money market funds
|
|
|
$83
|
|
|
|
$83
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
||||||||
Consumer
|
|
297
|
|
|
297
|
|
|
—
|
|
|
—
|
|
||||
Energy and utilities
|
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
||||
Financials
|
|
268
|
|
|
268
|
|
|
—
|
|
|
—
|
|
||||
Healthcare
|
|
166
|
|
|
166
|
|
|
—
|
|
|
—
|
|
||||
Industrials
|
|
157
|
|
|
157
|
|
|
—
|
|
|
—
|
|
||||
Information technology
|
|
244
|
|
|
244
|
|
|
—
|
|
|
—
|
|
||||
Materials
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
||||
Telecommunications services
|
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
||||
Futures contracts
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasuries
|
|
157
|
|
|
157
|
|
|
—
|
|
|
—
|
|
||||
Corporate - investment grade
|
|
932
|
|
|
—
|
|
|
932
|
|
|
—
|
|
||||
Foreign bonds
|
|
183
|
|
|
—
|
|
|
183
|
|
|
—
|
|
||||
Government agencies
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Foreign governments
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Municipal taxable
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||
Corporate obligations CMO and REMIC
|
|
56
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Other assets
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$2,854
|
|
|
|
$1,616
|
|
|
|
$1,238
|
|
|
|
$—
|
|
(Dollars in millions)
|
|
|
|
Fair Value
Measurements at December 31, 2013 1 |
||||||||||||
Assets Measured
at Fair Value at December 31, 2013 |
|
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
|
|
|
$52
|
|
|
|
$52
|
|
|
|
$—
|
|
|
|
$—
|
|
Tax exempt municipal bond funds
|
|
85
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Money market funds
|
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$158
|
|
|
|
$158
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
at December 31
|
|||||
Asset Category
|
|
2014
|
|
2013
|
|
2012
|
|||
Equity securities
|
|
0-60
|
%
|
|
48
|
%
|
|
59
|
%
|
Debt securities
|
|
40-100
|
|
|
49
|
|
|
39
|
|
Cash equivalents
|
|
0-10
|
|
|
3
|
|
|
2
|
|
Total
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Target
Allocation
|
|
Percentage of Plan Assets
at December 31
|
|||||
Asset Category
|
|
2014
|
|
2013
|
|
2012
|
|||
Equity securities
|
|
20-40
|
%
|
|
33
|
%
|
|
30
|
%
|
Debt securities
|
|
50-70
|
|
|
62
|
|
|
61
|
|
Cash equivalents
|
|
5-15
|
|
|
5
|
|
|
9
|
|
Total
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
2
|
||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Fair value of plan assets
|
|
|
$2,873
|
|
|
|
$2,742
|
|
|
|
$158
|
|
|
|
$164
|
|
Benefit obligations
1
|
|
(2,575
|
)
|
|
(2,838
|
)
|
|
(81
|
)
|
|
(167
|
)
|
||||
Funded status
|
|
|
$298
|
|
|
|
($96
|
)
|
|
|
$77
|
|
|
|
($3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net actuarial loss/(gain)
|
|
|
$807
|
|
|
|
$1,145
|
|
|
|
($1
|
)
|
|
|
$5
|
|
Prior service credit
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
||||
Total AOCI, pre-tax
|
|
|
$807
|
|
|
|
$1,145
|
|
|
|
($77
|
)
|
|
|
$5
|
|
(Dollars in millions)
|
|
Pension
Benefits
1,2
|
|
Other Postretirement
Benefits (excluding
Medicare Subsidy)
3
|
|
Value to Company
of Expected
Medicare Subsidy
|
||||||
Employer Contributions
|
|
|
|
|
|
|
||||||
2014 (expected) to plan trusts
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
2014 (expected) to plan participants
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|||
Expected Benefit Payments
|
|
|
|
|
|
|
||||||
2014
|
|
171
|
|
|
12
|
|
|
(1
|
)
|
|||
2015
|
|
153
|
|
|
9
|
|
|
—
|
|
|||
2016
|
|
153
|
|
|
8
|
|
|
—
|
|
|||
2017
|
|
155
|
|
|
8
|
|
|
—
|
|
|||
2018
|
|
155
|
|
|
7
|
|
|
—
|
|
|||
2019-2023
|
|
817
|
|
|
25
|
|
|
—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
|
|||||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||||||
Service cost
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Interest cost
|
113
|
|
|
119
|
|
|
128
|
|
|
6
|
|
|
7
|
|
|
9
|
|
|
|||||||
Expected return on plan assets
|
(187
|
)
|
|
(173
|
)
|
|
(188
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
|||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Recognized net actuarial loss
|
26
|
|
|
25
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Settlement loss
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||
Net periodic (benefit)/cost
|
|
($48
|
)
|
|
|
($27
|
)
|
|
|
($63
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$3
|
|
|
|
Weighted average assumptions used to determine net (benefit)/cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Discount rate
|
4.08
|
%
|
|
4.63
|
%
|
1
|
5.59
|
%
|
2
|
3.45
|
%
|
|
4.10
|
%
|
|
5.10
|
%
|
|
|||||||
Expected return on plan assets
|
7.00
|
|
|
7.00
|
|
|
7.72
|
|
3
|
3.25
|
|
4
|
|
4.06
|
|
4
|
4.39
|
|
4
|
||||||
Rate of compensation increase
5
|
N/A
|
|
|
N/A
|
|
|
4.00
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
(Dollars in millions)
|
Pension
Benefits
|
|
Other Postretirement
Benefits
|
||||
Current year actuarial gain
|
|
($312
|
)
|
|
|
($6
|
)
|
Recognition of actuarial loss
|
(26
|
)
|
|
—
|
|
||
Amortization of prior service credit
|
—
|
|
|
(76
|
)
|
||
Total recognized in OCI, pre-tax
|
|
($338
|
)
|
|
|
($82
|
)
|
Total recognized in net periodic (benefit)/cost and OCI, pre-tax
|
|
($386
|
)
|
|
|
($82
|
)
|
|
December 31, 2013
|
|||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
|||||||||||||
(Dollars in millions)
|
|
Notional
Amounts
|
|
Fair
Value
|
|
Notional
Amounts
|
|
Fair
Value
|
||||||||
Derivatives designated in cash flow hedging relationships
1
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging floating rate loans
|
|
|
$17,250
|
|
|
|
$471
|
|
|
|
$—
|
|
|
|
$—
|
|
Derivatives designated in fair value hedging relationships
2
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts covering fixed rate debt
|
|
2,000
|
|
|
52
|
|
|
900
|
|
|
24
|
|
||||
Derivatives not designated as hedging instruments
3
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
|
—
|
|
|
—
|
|
|
60
|
|
|
7
|
|
||||
MSRs
|
|
1,425
|
|
|
27
|
|
|
6,898
|
|
|
79
|
|
||||
LHFS, IRLCs
4
|
|
4,561
|
|
|
30
|
|
|
1,317
|
|
|
5
|
|
||||
Trading activity
5
|
|
70,615
|
|
|
2,917
|
|
|
65,299
|
|
|
2,742
|
|
||||
Foreign exchange rate contracts covering trading activity
|
|
2,449
|
|
|
61
|
|
|
2,624
|
|
|
57
|
|
||||
Credit contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Loans
|
|
—
|
|
|
—
|
|
|
427
|
|
|
5
|
|
||||
Trading activity
6
|
|
1,568
|
|
|
37
|
|
|
1,579
|
|
|
34
|
|
||||
Equity contracts - Trading activity
5
|
|
19,595
|
|
|
2,504
|
|
|
24,712
|
|
|
2,702
|
|
||||
Other contracts:
|
|
|
|
|
|
|
|
|
||||||||
IRLCs and other
7
|
|
1,114
|
|
|
12
|
|
|
755
|
|
|
4
|
|
||||
Commodities
|
|
241
|
|
|
14
|
|
|
228
|
|
|
14
|
|
||||
Total
|
|
101,568
|
|
|
5,602
|
|
|
103,899
|
|
|
5,649
|
|
||||
Total derivatives
|
|
|
$120,818
|
|
|
|
$6,125
|
|
|
|
$104,799
|
|
|
|
$5,673
|
|
Total gross derivatives, before netting
|
|
|
|
|
$6,125
|
|
|
|
|
|
$5,673
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
|
(4,284
|
)
|
|
|
|
(4,284
|
)
|
||||||
Less: Cash collateral received/paid
|
|
|
|
(457
|
)
|
|
|
|
(864
|
)
|
||||||
Total derivatives, after netting
|
|
|
|
|
$1,384
|
|
|
|
|
|
$525
|
|
|
December 31, 2012
|
|||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
|||||||||||||
(Dollars in millions)
|
|
Notional
Amounts
|
|
Fair
Value
|
|
Notional
Amounts
|
|
Fair
Value
|
||||||||
Derivatives designated in cash flow hedging relationships
1
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging floating rate loans
|
|
|
$17,350
|
|
|
|
$771
|
|
|
|
$—
|
|
|
|
$—
|
|
Derivatives designated in fair value hedging relationships
2
|
||||||||||||||||
Interest rate contracts covering fixed rate debt
|
|
1,000
|
|
|
61
|
|
|
—
|
|
|
—
|
|
||||
Derivatives not designated as hedging instruments
3
|
||||||||||||||||
Interest rate contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
|
—
|
|
|
—
|
|
|
60
|
|
|
10
|
|
||||
MSRs
|
|
6,185
|
|
|
150
|
|
|
12,643
|
|
|
33
|
|
||||
LHFS, IRLCs, LHFI-FV
4
|
|
2,333
|
|
|
6
|
|
|
7,076
|
|
|
15
|
|
||||
Trading activity
5
|
|
81,930
|
|
|
6,044
|
|
|
86,037
|
|
|
5,777
|
|
||||
Foreign exchange rate contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Foreign-denominated debt and commercial loans
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
||||
Trading activity
|
|
2,451
|
|
|
66
|
|
|
2,326
|
|
|
63
|
|
||||
Credit contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Loans
|
|
—
|
|
|
—
|
|
|
445
|
|
|
8
|
|
||||
Trading activity
6
|
|
1,958
|
|
|
55
|
|
|
2,081
|
|
|
49
|
|
||||
Equity contracts - Trading activity
5
|
|
15,748
|
|
|
1,342
|
|
|
22,184
|
|
|
1,529
|
|
||||
Other contracts:
|
|
|
|
|
|
|
|
|
||||||||
IRLCs and other
7
|
|
6,783
|
|
|
132
|
|
|
142
|
|
|
1
|
|
||||
Commodities
|
|
255
|
|
|
29
|
|
|
255
|
|
|
29
|
|
||||
Total
|
|
117,643
|
|
|
7,824
|
|
|
133,283
|
|
|
7,514
|
|
||||
Total derivatives
|
|
|
$135,993
|
|
|
|
$8,656
|
|
|
|
$133,283
|
|
|
|
$7,514
|
|
Total gross derivatives, before netting
|
|
|
|
|
$8,656
|
|
|
|
|
|
$7,514
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
|
(5,843
|
)
|
|
|
|
(5,843
|
)
|
||||||
Less: Cash collateral received/paid
|
|
|
|
(730
|
)
|
|
|
|
(1,259
|
)
|
||||||
Total derivatives, after netting
|
|
|
|
|
$2,083
|
|
|
|
|
|
$412
|
|
|
|
|
|
|
|
||||
|
Year Ended December 31, 2013
|
||||||||
(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
reclassified from AOCI into Income (Effective Portion) |
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts hedging forecasted debt
|
|
($2
|
)
|
|
Interest on long-term debt
|
|
|
$—
|
|
Interest rate contracts hedging floating rate loans
1
|
18
|
|
|
Interest and fees on loans
|
|
327
|
|
||
Total
|
|
$16
|
|
|
|
|
|
$327
|
|
|
Year Ended December 31, 2013
|
||||||||||
(Dollars in millions)
|
Amount of loss on Derivatives
recognized in Income |
|
Amount of gain 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
|
|
($36
|
)
|
|
|
$33
|
|
|
|
($3
|
)
|
(Dollars in millions)
|
Classification of gain/(loss)
recognized in Income on Derivatives |
|
Amount of gain/(loss)
recognized in Income on Derivatives during the Year Ended December 31, 2013 |
||
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)
|
|
289
|
|
|
Trading activity
|
Trading income
|
|
59
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Commercial loans
|
Trading income
|
|
1
|
|
|
Trading activity
|
Trading income
|
|
23
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Other noninterest income
|
|
(4
|
)
|
|
Trading activity
|
Trading income
|
|
21
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
(15
|
)
|
|
Other contracts - IRLCs
|
Mortgage production related income/(loss)
|
|
98
|
|
|
Total
|
|
|
|
$190
|
|
|
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 during 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, LHFI-FV
|
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
1
|
Other noninterest income
|
|
(8
|
)
|
|
Trading activity
|
Trading income
|
|
24
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
8
|
|
|
Other contracts - IRLCs
|
Mortgage production related income/(loss)
|
|
930
|
|
|
Total
|
|
|
|
$1,134
|
|
|
Year Ended December 31, 2011
|
||||||||
(Dollars in millions)
|
Amount of pre-tax gain/(loss)
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of gain
reclassified from AOCI into Income (Effective Portion) |
|
Amount of pre-tax gain
reclassified from
AOCI into Income
(Effective Portion)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Equity contracts hedging Securities AFS
|
|
($46
|
)
|
|
Net securities gains
|
|
|
$—
|
|
Interest rate contracts hedging Floating rate loans
1
|
730
|
|
|
Interest and fees on loans
|
|
423
|
|
||
Total
|
|
$684
|
|
|
|
|
|
$423
|
|
|
Year Ended December 31, 2011
|
||||||||||
(Dollars in millions)
|
Amount of loss on Derivatives
recognized in Income |
|
Amount of gain 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 during 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
|
Mortgage production related income/(loss)
|
|
355
|
|
|
Total
|
|
|
|
$779
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged
Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$5,285
|
|
|
|
$4,239
|
|
|
|
$1,046
|
|
|
|
$51
|
|
|
|
$995
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Exchange traded derivatives
|
828
|
|
|
502
|
|
|
326
|
|
|
—
|
|
|
326
|
|
|||||
Total derivative financial assets
|
|
$6,125
|
|
|
|
$4,741
|
|
|
|
$1,384
|
|
1
|
|
$51
|
|
|
|
$1,333
|
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,982
|
|
|
|
$4,646
|
|
|
|
$336
|
|
|
|
$13
|
|
|
|
$323
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
189
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
|||||
Exchange traded derivatives
|
502
|
|
|
502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total derivative financial liabilities
|
|
$5,673
|
|
|
|
$5,148
|
|
|
|
$525
|
|
2
|
|
$13
|
|
|
|
$512
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$8,041
|
|
|
|
$6,273
|
|
|
|
$1,768
|
|
|
|
$94
|
|
|
|
$1,674
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
132
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|||||
Exchange traded derivatives
|
483
|
|
|
300
|
|
|
183
|
|
|
—
|
|
|
183
|
|
|||||
Total derivative financial assets
|
|
$8,656
|
|
|
|
$6,573
|
|
|
|
$2,083
|
|
1
|
|
$94
|
|
|
|
$1,989
|
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$7,051
|
|
|
|
$6,802
|
|
|
|
$249
|
|
|
|
$37
|
|
|
|
$212
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||
Exchange traded derivatives
|
300
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total derivative financial liabilities
|
|
$7,514
|
|
|
|
$7,102
|
|
|
|
$412
|
|
2
|
|
$37
|
|
|
|
$375
|
|
•
|
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 is exposed to foreign exchange rate risk associated with certain commercial loans.
|
•
|
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 noninterest 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, foreign currency contracts, and commodities. 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
|
|
Remaining Outstanding Balance by Year of Sale
|
||||||||||||||||||||||||||||||||||||||
(Dollars in billions)
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
|
Total
|
|||||||||||||||||||
GSE
1
|
|
$1.9
|
|
|
|
$2.0
|
|
|
|
$3.9
|
|
|
|
$3.7
|
|
|
|
$11.0
|
|
|
|
$7.3
|
|
|
|
$8.2
|
|
|
|
$17.7
|
|
|
|
$21.3
|
|
|
|
$77.0
|
|
Ginnie Mae
1
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|
1.2
|
|
|
3.1
|
|
|
2.5
|
|
|
2.1
|
|
|
3.9
|
|
|
3.5
|
|
|
17.3
|
|
||||||||||
Non-agency
|
3.2
|
|
|
4.7
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.0
|
|
||||||||||
Total
|
|
$5.5
|
|
|
|
$7.0
|
|
|
|
$7.3
|
|
|
|
$4.9
|
|
|
|
$14.1
|
|
|
|
$9.8
|
|
|
|
$10.3
|
|
|
|
$21.6
|
|
|
|
$24.8
|
|
|
|
$105.3
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at beginning of period
|
|
$632
|
|
|
|
$320
|
|
|
|
$265
|
|
Repurchase provision
|
114
|
|
|
713
|
|
|
502
|
|
|||
Charge-offs
|
(668
|
)
|
|
(401
|
)
|
|
(447
|
)
|
|||
Balance at end of period
|
|
$78
|
|
|
|
$632
|
|
|
|
$320
|
|
|
December 31, 2013
|
||||||||||||||||||
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
Adjustments
1
|
|
Assets/Liabilities
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$219
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$219
|
|
Federal agency securities
|
—
|
|
|
426
|
|
|
—
|
|
|
—
|
|
|
426
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||
MBS - agency
|
—
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|||||
CDO/CLO securities
|
—
|
|
|
3
|
|
|
54
|
|
|
—
|
|
|
57
|
|
|||||
ABS
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|||||
CP
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Equity securities
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|||||
Derivative contracts
2
|
828
|
|
|
5,285
|
|
|
12
|
|
|
(4,741
|
)
|
|
1,384
|
|
|||||
Trading loans
|
—
|
|
|
1,888
|
|
|
—
|
|
|
—
|
|
|
1,888
|
|
|||||
Total trading assets and derivatives
|
1,156
|
|
|
8,553
|
|
|
72
|
|
|
(4,741
|
)
|
|
5,040
|
|
|||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
1,293
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,293
|
|
|||||
Federal agency securities
|
—
|
|
|
984
|
|
|
—
|
|
|
—
|
|
|
984
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
203
|
|
|
34
|
|
|
—
|
|
|
237
|
|
|||||
MBS - agency
|
—
|
|
|
18,911
|
|
|
—
|
|
|
—
|
|
|
18,911
|
|
|||||
MBS - private
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
|||||
ABS
|
—
|
|
|
58
|
|
|
21
|
|
|
—
|
|
|
79
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
37
|
|
|
5
|
|
|
—
|
|
|
42
|
|
|||||
Other equity securities
3
|
103
|
|
|
—
|
|
|
739
|
|
|
—
|
|
|
842
|
|
|||||
Total securities AFS
|
1,396
|
|
|
20,193
|
|
|
953
|
|
|
—
|
|
|
22,542
|
|
|||||
LHFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential loans
|
—
|
|
|
1,114
|
|
|
3
|
|
|
—
|
|
|
1,117
|
|
|||||
Corporate and other loans
|
—
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
261
|
|
|||||
Total LHFS
|
—
|
|
|
1,375
|
|
|
3
|
|
|
—
|
|
|
1,378
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
302
|
|
|||||
MSRs
|
—
|
|
|
—
|
|
|
1,300
|
|
|
—
|
|
|
1,300
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
472
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
179
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|||||
Equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Derivative contracts
2
|
502
|
|
|
5,167
|
|
|
4
|
|
|
(5,148
|
)
|
|
525
|
|
|||||
Total trading liabilities and derivatives
|
979
|
|
|
5,346
|
|
|
4
|
|
|
(5,148
|
)
|
|
1,181
|
|
|||||
Brokered time deposits
|
—
|
|
|
764
|
|
|
—
|
|
|
—
|
|
|
764
|
|
|||||
Long-term debt
|
—
|
|
|
1,556
|
|
|
—
|
|
|
—
|
|
|
1,556
|
|
|||||
Other liabilities
4
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
December 31, 2012
|
||||||||||||||||||
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
Adjustments
1
|
|
Assets/Liabilities
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
—
|
|
|
3
|
|
|
52
|
|
|
—
|
|
|
55
|
|
|||||
ABS
|
—
|
|
|
31
|
|
|
5
|
|
|
—
|
|
|
36
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
566
|
|
|
1
|
|
|
—
|
|
|
567
|
|
|||||
CP
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Equity securities
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Derivative contracts
2, 3
|
485
|
|
|
8,039
|
|
|
132
|
|
|
(6,573
|
)
|
|
2,083
|
|
|||||
Trading loans
|
—
|
|
|
2,319
|
|
|
—
|
|
|
—
|
|
|
2,319
|
|
|||||
Total trading assets and derivatives
|
696
|
|
|
11,914
|
|
|
190
|
|
|
(6,573
|
)
|
|
6,227
|
|
|||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|||||
Federal agency securities
|
—
|
|
|
2,069
|
|
|
—
|
|
|
—
|
|
|
2,069
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
274
|
|
|
46
|
|
|
—
|
|
|
320
|
|
|||||
MBS - agency
|
—
|
|
|
18,169
|
|
|
—
|
|
|
—
|
|
|
18,169
|
|
|||||
MBS - private
|
—
|
|
|
—
|
|
|
209
|
|
|
—
|
|
|
209
|
|
|||||
ABS
|
—
|
|
|
195
|
|
|
21
|
|
|
—
|
|
|
216
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
41
|
|
|
5
|
|
|
—
|
|
|
46
|
|
|||||
Other equity securities
4
|
69
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
702
|
|
|||||
Total securities AFS
|
291
|
|
|
20,748
|
|
|
914
|
|
|
—
|
|
|
21,953
|
|
|||||
LHFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential loans
|
—
|
|
|
2,916
|
|
|
8
|
|
|
—
|
|
|
2,924
|
|
|||||
Corporate and other loans
|
—
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
319
|
|
|||||
Total LHFS
|
—
|
|
|
3,235
|
|
|
8
|
|
|
—
|
|
|
3,243
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
379
|
|
|
—
|
|
|
379
|
|
|||||
MSRs
|
—
|
|
|
—
|
|
|
899
|
|
|
—
|
|
|
899
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
|||||
Equity securities
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Derivative contracts
2, 3
|
300
|
|
|
7,214
|
|
|
—
|
|
|
(7,102
|
)
|
|
412
|
|
|||||
Total trading liabilities and derivatives
|
891
|
|
|
7,387
|
|
|
—
|
|
|
(7,102
|
)
|
|
1,176
|
|
|||||
Brokered time deposits
|
—
|
|
|
832
|
|
|
—
|
|
|
—
|
|
|
832
|
|
|||||
Long-term debt
|
—
|
|
|
1,622
|
|
|
—
|
|
|
—
|
|
|
1,622
|
|
|||||
Other liabilities
5
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
(Dollars in millions)
|
Aggregate Fair Value at
December 31, 2013
|
|
Aggregate Unpaid Principal
Balance under FVO at
December 31, 2013
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$1,888
|
|
|
|
$1,858
|
|
|
|
$30
|
|
LHFS
|
1,375
|
|
|
1,359
|
|
|
16
|
|
|||
Past due loans of 90 days or more
|
1
|
|
|
2
|
|
|
(1
|
)
|
|||
Nonaccrual loans
|
2
|
|
|
15
|
|
|
(13
|
)
|
|||
LHFI
|
294
|
|
|
317
|
|
|
(23
|
)
|
|||
Nonaccrual loans
|
8
|
|
|
12
|
|
|
(4
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
764
|
|
|
761
|
|
|
3
|
|
|||
Long-term debt
|
1,556
|
|
|
1,432
|
|
|
124
|
|
|||
(Dollars in millions)
|
Aggregate Fair Value at
December 31, 2012 |
|
Aggregate Unpaid Principal
Balance under FVO at
December 31, 2012
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
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
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
832
|
|
|
825
|
|
|
7
|
|
|||
Long-term debt
|
1,622
|
|
|
1,462
|
|
|
160
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2013, 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
|
|
$13
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$13
|
|
LHFS
|
1
|
|
|
(135
|
)
|
|
—
|
|
|
(134
|
)
|
||||
LHFI
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||
MSRs
|
—
|
|
|
4
|
|
|
50
|
|
|
54
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Long-term debt
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
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
|
|
|
161
|
|
|
—
|
|
|
171
|
|
||||
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
|
)
|
|
179
|
|
|
—
|
|
|
169
|
|
||||
LHFI
|
3
|
|
|
11
|
|
|
—
|
|
|
14
|
|
||||
MSRs
|
—
|
|
|
7
|
|
|
(733
|
)
|
|
(726
|
)
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
||||
Long-term debt
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value
December 31, 2013 |
|
Valuation Technique
|
|
Unobservable Input
1
|
|
Range
(weighted average)
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
||
CDO/CLO securities
|
|
$54
|
|
|
Matrix pricing/Discounted cash flow
|
|
Indicative pricing based on overcollateralization ratio
|
|
$50-$60 ($54)
|
|
Discount margin
|
|
4-6% (5%)
|
||||||
ABS
|
6
|
|
|
Matrix pricing
|
|
Indicative pricing
|
|
$55 ($55)
|
|
Derivative contracts, net
2
|
8
|
|
|
Internal model
|
|
Pull through rate
|
|
1-99% (74%)
|
|
|
MSR value
|
|
42-222 bps (111 bps)
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
||
U.S. states and political subdivisions
|
34
|
|
|
Matrix pricing
|
|
Indicative pricing
|
|
$80-$111 ($95)
|
|
MBS - private
|
154
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
21
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
Other equity securities
|
739
|
|
|
Cost
|
|
N/A
|
|
|
|
Residential LHFS
|
3
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
250-675 bps (277 bps)
|
|
|
Conditional prepayment rate
|
|
2-10 CPR (7 CPR)
|
||||||
|
Conditional default rate
|
|
0-4 CDR (0.5 CDR)
|
||||||
LHFI
|
292
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
0-675 bps (307 bps)
|
|
|
Conditional prepayment rate
|
|
1-30 CPR (13 CPR)
|
||||||
|
Conditional default rate
|
|
0-7 CDR (2.5 CDR)
|
||||||
10
|
|
|
Collateral based pricing
|
|
Appraised value
|
|
NM
3
|
||
MSRs
|
1,300
|
|
|
Discounted cash flow
|
|
Conditional prepayment rate
|
|
4-25 CPR (8 CPR)
|
|
|
Discount rate
|
|
9-28% (12%)
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||
Other liabilities
4
|
23
|
|
|
Internal model
|
|
Loan production volume
|
|
0-150% (92%)
|
|
3
|
|
|
Internal model
|
|
Revenue run rate
|
|
NM
3
|
|
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 and derivatives:
|
|
|
|
|
|
|
|
||
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)
|
|
Derivative contracts, net
2
|
132
|
|
|
Internal model
|
|
Pull through rate
|
|
9-98% (71%)
|
|
|
MSR value
|
|
6-244 bps (104 bps)
|
||||||
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
3
|
||
MSRs
|
899
|
|
|
Discounted cash flow
|
|
Conditional prepayment rate
|
|
6-31 CPR (16 CPR)
|
|
|
Discount rate
|
|
9-28% (11%)
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||
Other liabilities
4
|
24
|
|
|
Internal model
|
|
Loan production volume
|
|
0-150% (92%)
|
|
7
|
|
|
Internal model
|
|
Revenue run rate
|
|
NM
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance January 1, 2013 |
|
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, 2013 |
|
Included in earnings (held at December 31, 2013)
1
|
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
CDO/CLO securities
|
|
$52
|
|
|
|
$23
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($20
|
)
|
|
|
($1
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$54
|
|
|
|
$15
|
|
|
ABS
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
|||||||||||
Derivative contracts, net
|
132
|
|
|
98
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Total trading assets and derivatives
|
190
|
|
|
122
|
|
3
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(2
|
)
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
68
|
|
|
16
|
|
3
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
46
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(6
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
|||||||||||
MBS - private
|
209
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154
|
|
|
—
|
|
|
|||||||||||
ABS
|
21
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
(1
|
)
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
633
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
739
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
914
|
|
|
(1
|
)
|
4
|
1
|
|
5
|
204
|
|
|
(6
|
)
|
|
(159
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
953
|
|
|
(1
|
)
|
4
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential LHFS
|
8
|
|
|
1
|
|
6
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
32
|
|
|
(4
|
)
|
|
3
|
|
|
—
|
|
|
|||||||||||
LHFI
|
379
|
|
|
(5
|
)
|
6
|
—
|
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
302
|
|
|
(11
|
)
|
6
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other liabilities
|
31
|
|
|
4
|
|
7
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
4
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
CDO/CLO securities
|
|
$43
|
|
|
|
$11
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($2
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$52
|
|
|
|
$9
|
|
|
ABS
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Derivative contracts, net
|
84
|
|
|
930
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
|||||||||||
Total trading assets and derivatives
|
133
|
|
|
941
|
|
3
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(882
|
)
|
|
—
|
|
|
—
|
|
|
190
|
|
|
9
|
|
3
|
|||||||||||
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
|
)
|
4
|
42
|
|
5
|
166
|
|
|
—
|
|
|
(328
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
914
|
|
|
(7
|
)
|
4
|
|||||||||||
Residential LHFS
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
4
|
|
|
22
|
|
|
(8
|
)
|
|
8
|
|
|
(1
|
)
|
6
|
|||||||||||
LHFI
|
433
|
|
|
7
|
|
6
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(15
|
)
|
|
4
|
|
|
(1
|
)
|
|
379
|
|
|
11
|
|
6
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other liabilities
|
211
|
|
|
308
|
|
2, 4
|
(194
|
)
|
7
|
31
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
(Dollars in millions)
|
December 31, 2013
|
|
Quoted Prices in
Active Markets
for Identical
Assets/Liabilities
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Losses for the
Year Ended
December 31, 2013
|
||||||||||
LHFS
|
|
$278
|
|
|
|
$—
|
|
|
|
$278
|
|
|
|
$—
|
|
|
|
($3
|
)
|
LHFI
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|||||
OREO
|
49
|
|
|
—
|
|
|
1
|
|
|
48
|
|
|
(10
|
)
|
|||||
Affordable Housing
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(3
|
)
|
|||||
Other Assets
|
171
|
|
|
—
|
|
|
158
|
|
|
13
|
|
|
(61
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(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)
|
|
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
|
)
|
|
December 31, 2013
|
|
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
|
|
$5,263
|
|
|
|
$5,263
|
|
|
|
$5,263
|
|
|
|
$—
|
|
|
|
$—
|
|
(a)
|
Trading assets and derivatives
|
5,040
|
|
|
5,040
|
|
|
1,156
|
|
|
3,812
|
|
|
72
|
|
(b)
|
|||||
Securities AFS
|
22,542
|
|
|
22,542
|
|
|
1,396
|
|
|
20,193
|
|
|
953
|
|
(b)
|
|||||
LHFS
|
1,699
|
|
|
1,700
|
|
|
—
|
|
|
1,666
|
|
|
34
|
|
(c)
|
|||||
LHFI, net
|
125,833
|
|
|
121,341
|
|
|
—
|
|
|
2,860
|
|
|
118,481
|
|
(d)
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
129,759
|
|
|
129,801
|
|
|
—
|
|
|
129,801
|
|
|
—
|
|
(e)
|
|||||
Short-term borrowings
|
8,739
|
|
|
8,739
|
|
|
—
|
|
|
8,739
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
10,700
|
|
|
10,678
|
|
|
—
|
|
|
10,086
|
|
|
592
|
|
(f)
|
|||||
Trading liabilities and derivatives
|
1,181
|
|
|
1,181
|
|
|
979
|
|
|
198
|
|
|
4
|
|
(b)
|
|
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 and derivatives
|
6,227
|
|
|
6,227
|
|
|
696
|
|
|
5,341
|
|
|
190
|
|
(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:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
132,316
|
|
|
132,613
|
|
|
—
|
|
|
132,613
|
|
|
—
|
|
(e)
|
|||||
Short-term borrowings
|
5,494
|
|
|
5,494
|
|
|
—
|
|
|
5,494
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
9,357
|
|
|
9,413
|
|
|
—
|
|
|
8,829
|
|
|
584
|
|
(f)
|
|||||
Trading liabilities and derivatives
|
1,176
|
|
|
1,176
|
|
|
891
|
|
|
285
|
|
|
—
|
|
(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 derivatives, and trading liabilities and derivatives 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 for which significant valuation assumptions are not readily observable in the market, instruments are valued based on the best available data to approximate fair value. This data may be internally-developed and considers risk premiums that a market participant would require under then-current market conditions.
|
(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 measurement 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. For valuation of brokered time deposits that the Company carries at fair value as well as those that are carried at amortized cost, refer to the respective valuation section within this footnote.
|
(f)
|
Fair values for 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 long-term debt that the Company carries at fair value, refer to the respective valuation section within this footnote. For level 3 debt, the terms are unique in nature or there are otherwise no similar instruments that 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 in determining an appropriate fair value adjustment.
|
•
|
Consumer Banking provides services to consumers and branch-managed small business clients through an extensive network of traditional and in-store branches, ATMs, the internet (
www.suntrust.com
), mobile banking, and telephone (1-800-SUNTRUST). Financial products and services offered to consumers and small business clients include deposits, home equity lines and loans, credit lines, indirect auto, student lending, bank card, other lending products, and various fee-based services. 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 loans, deposits, brokerage, professional investment management, and trust services to clients seeking active management of their financial resources. Institutional clients are served by the IIS business. Discount/online and full service brokerage products are offered to individual clients through STIS. Private Wealth Management also includes GenSpring, which 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 wealth across multiple generations.
|
•
|
CIB delivers comprehensive capital markets, corporate and investment banking solutions, including advisory, capital raising, and financial risk management, to clients in the Wholesale Banking segment and Private Wealth Management business. Investment Banking and Corporate Banking teams within CIB serve clients across the nation, offering a full suite of traditional banking and investment banking products and services to companies with annual revenues typically greater than $100 million. Investment Banking serves select industry segments including consumer and retail, energy, financial services, healthcare, industrials, media and communications, real estate, and technology. Corporate Banking serves clients across diversified industry sectors based on size, complexity, and frequency of capital markets issuance. Also managed within CIB are the Equipment Finance Group, which provides lease financing solutions (through SunTrust Equipment Finance & Leasing), and Premium Assignment Corporation, which create corporate insurance premium financing solutions.
|
•
|
Commercial & Business Banking offers an array of traditional banking products and investment banking services as needed by Commercial clients with annual revenues generally from $1 to $150 million as well as the dealer services (financing dealer floor plan inventories) and not-for-profit and government sectors.
|
•
|
Commercial Real Estate provides a full range of financial solutions for commercial real estate developers, owners and investors including construction, mini-perm, and permanent real estate financing as well as tailored financing and equity investment solutions via STRH primarily through the REIT group focused on Real Estate Investment Trusts. The Institutional Real Estate team targets relationships with institutional advisors, private funds, sovereign wealth funds, and insurance companies and the Regional team focuses on real estate owners and developers through a regional delivery structure. Commercial Real Estate also offers tailored financing and equity investment solutions for community development and affordable housing owners/developers projects through SunTrust Community Capital with special expertise in Low Income Housing Tax Credits and New Market Tax Credits.
|
•
|
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. On December 11, 2013, the Company announced that it had reached a definitive agreement to sell RidgeWorth to an investor group led by a private equity fund managed by Lightyear Capital LLC. The sale is expected to close during the second quarter of 2014. It is subject to various customary closing conditions including consents of certain RidgeWorth investment advisory clients. RidgeWorth results are included in the Wholesale Banking Segment and will continue to be reported as part of Wholesale Banking until the sale closes.
|
•
|
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
– 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's total net charge-offs and the consolidated provision for credit losses is reported in Reconciling Items.
|
•
|
Provision/(benefit) for income taxes
– Calculated using a blended 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, 2013
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer
Banking and Private Wealth Management |
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average total assets
|
|
$45,487
|
|
|
|
$66,618
|
|
|
|
$32,708
|
|
|
|
$26,033
|
|
|
|
$1,651
|
|
|
|
$172,497
|
|
Average total liabilities
|
84,977
|
|
|
47,310
|
|
|
3,845
|
|
|
15,293
|
|
|
(95
|
)
|
|
151,330
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,167
|
|
|
21,167
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statements of Income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,601
|
|
|
|
$1,605
|
|
|
|
$539
|
|
|
|
$306
|
|
|
|
($198
|
)
|
|
|
$4,853
|
|
FTE adjustment
|
1
|
|
|
124
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
127
|
|
||||||
Net interest income - FTE
1
|
2,602
|
|
|
1,729
|
|
|
539
|
|
|
309
|
|
|
(199
|
)
|
|
4,980
|
|
||||||
Provision for credit losses
2
|
362
|
|
|
79
|
|
|
238
|
|
|
—
|
|
|
(126
|
)
|
|
553
|
|
||||||
Net interest income after provision for credit losses
|
2,240
|
|
|
1,650
|
|
|
301
|
|
|
309
|
|
|
(73
|
)
|
|
4,427
|
|
||||||
Total noninterest income
|
1,480
|
|
|
1,290
|
|
|
402
|
|
|
56
|
|
|
(14
|
)
|
|
3,214
|
|
||||||
Total noninterest expense
|
2,797
|
|
|
1,638
|
|
|
1,503
|
|
|
(46
|
)
|
|
(12
|
)
|
|
5,880
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
923
|
|
|
1,302
|
|
|
(800
|
)
|
|
411
|
|
|
(75
|
)
|
|
1,761
|
|
||||||
Provision/(benefit) for income taxes
3
|
340
|
|
|
395
|
|
|
(232
|
)
|
|
(83
|
)
|
|
(20
|
)
|
|
400
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
583
|
|
|
907
|
|
|
(568
|
)
|
|
494
|
|
|
(55
|
)
|
|
1,361
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
7
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
17
|
|
||||||
Net income/(loss)
|
|
$583
|
|
|
|
$900
|
|
|
|
($568
|
)
|
|
|
$485
|
|
|
|
($56
|
)
|
|
|
$1,344
|
|
|
Year Ended December 31, 2012
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average total assets
|
|
$47,024
|
|
|
|
$63,782
|
|
|
|
$35,153
|
|
|
|
$27,830
|
|
|
|
$2,345
|
|
|
|
$176,134
|
|
Average total liabilities
|
84,677
|
|
|
46,935
|
|
|
4,484
|
|
|
19,706
|
|
|
(163
|
)
|
|
155,639
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,495
|
|
|
20,495
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statements of Income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,723
|
|
|
|
$1,538
|
|
|
|
$512
|
|
|
|
$389
|
|
|
|
($60
|
)
|
|
|
$5,102
|
|
FTE adjustment
|
—
|
|
|
119
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
123
|
|
||||||
Net interest income - FTE
1
|
2,723
|
|
|
1,657
|
|
|
512
|
|
|
393
|
|
|
(60
|
)
|
|
5,225
|
|
||||||
Provision for credit losses
2
|
645
|
|
|
266
|
|
|
770
|
|
|
—
|
|
|
(286
|
)
|
|
1,395
|
|
||||||
Net interest income/(loss) after provision for credit losses
|
2,078
|
|
|
1,391
|
|
|
(258
|
)
|
|
393
|
|
|
226
|
|
|
3,830
|
|
||||||
Total noninterest income
|
1,500
|
|
|
1,413
|
|
|
502
|
|
|
1,969
|
|
|
(11
|
)
|
|
5,373
|
|
||||||
Total noninterest expense
|
3,088
|
|
|
1,810
|
|
|
1,369
|
|
|
68
|
|
|
(12
|
)
|
|
6,323
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
490
|
|
|
994
|
|
|
(1,125
|
)
|
|
2,294
|
|
|
227
|
|
|
2,880
|
|
||||||
Provision/(benefit) for income taxes
3
|
180
|
|
|
280
|
|
|
(429
|
)
|
|
767
|
|
|
98
|
|
|
896
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
310
|
|
|
714
|
|
|
(696
|
)
|
|
1,527
|
|
|
129
|
|
|
1,984
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
16
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
26
|
|
||||||
Net income/(loss)
|
|
$310
|
|
|
|
$698
|
|
|
|
($696
|
)
|
|
|
$1,517
|
|
|
|
$129
|
|
|
|
$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
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average total assets
|
|
$45,221
|
|
|
|
$61,323
|
|
|
|
$33,719
|
|
|
|
$30,876
|
|
|
|
$1,301
|
|
|
|
$172,440
|
|
Average total liabilities
|
85,335
|
|
|
47,181
|
|
|
3,838
|
|
|
15,598
|
|
|
(208
|
)
|
|
151,744
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,696
|
|
|
20,696
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statements of Income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,729
|
|
|
|
$1,385
|
|
|
|
$471
|
|
|
|
$498
|
|
|
|
($18
|
)
|
|
|
$5,065
|
|
FTE adjustment
|
—
|
|
|
107
|
|
|
—
|
|
|
6
|
|
|
1
|
|
|
114
|
|
||||||
Net interest income - FTE
1
|
2,729
|
|
|
1,492
|
|
|
471
|
|
|
504
|
|
|
(17
|
)
|
|
5,179
|
|
||||||
Provision for credit losses
2
|
789
|
|
|
559
|
|
|
693
|
|
|
—
|
|
|
(528
|
)
|
|
1,513
|
|
||||||
Net interest income/(loss) after provision for credit losses
|
1,940
|
|
|
933
|
|
|
(222
|
)
|
|
504
|
|
|
511
|
|
|
3,666
|
|
||||||
Total noninterest income
|
1,678
|
|
|
1,231
|
|
|
241
|
|
|
297
|
|
|
(26
|
)
|
|
3,421
|
|
||||||
Total noninterest expense
|
3,066
|
|
|
1,874
|
|
|
1,190
|
|
|
133
|
|
|
(29
|
)
|
|
6,234
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes
|
552
|
|
|
290
|
|
|
(1,171
|
)
|
|
668
|
|
|
514
|
|
|
853
|
|
||||||
Provision/(benefit) for income taxes
3
|
202
|
|
|
17
|
|
|
(454
|
)
|
|
227
|
|
|
201
|
|
|
193
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
350
|
|
|
273
|
|
|
(717
|
)
|
|
441
|
|
|
313
|
|
|
660
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
13
|
|
||||||
Net income/(loss)
|
|
$350
|
|
|
|
$270
|
|
|
|
($717
|
)
|
|
|
$432
|
|
|
|
$312
|
|
|
|
$647
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
Pre-tax
Amount
|
|
Income Tax
(Expense)/
Benefit
|
|
After-tax
Amount
|
||||||
AOCI, January 1, 2011
|
|
$2,531
|
|
|
|
($915
|
)
|
|
|
$1,616
|
|
Unrealized gains/(losses) on AFS securities:
|
|
|
|
|
|
||||||
Unrealized net gains
|
653
|
|
|
(242
|
)
|
|
411
|
|
|||
Less: Reclassification adjustment for realized net gains
|
(117
|
)
|
|
43
|
|
|
(74
|
)
|
|||
Unrealized gains/(losses) on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized net gains
|
684
|
|
|
(253
|
)
|
|
431
|
|
|||
Less: Reclassification adjustment for realized net gains
|
(625
|
)
|
|
231
|
|
|
(394
|
)
|
|||
Change related to employee benefit plans
|
(382
|
)
|
|
141
|
|
|
(241
|
)
|
|||
AOCI, December 31, 2011
|
2,744
|
|
|
(995
|
)
|
|
1,749
|
|
|||
Unrealized gains/(losses) on AFS securities:
|
|
|
|
|
|
||||||
Unrealized net gains
|
198
|
|
|
(72
|
)
|
|
126
|
|
|||
Less: Reclassification adjustment for realized net gains
1
|
(2,279
|
)
|
|
810
|
|
|
(1,469
|
)
|
|||
Unrealized gains/(losses) on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized net gains
|
81
|
|
|
(28
|
)
|
|
53
|
|
|||
Less: Reclassification adjustment for realized net gains
|
(143
|
)
|
|
53
|
|
|
(90
|
)
|
|||
Change related to employee benefit plans
|
(95
|
)
|
|
35
|
|
|
(60
|
)
|
|||
AOCI, December 31, 2012
|
|
$506
|
|
|
|
($197
|
)
|
|
|
$309
|
|
Unrealized (losses)/gains on AFS securities:
|
|
|
|
|
|
||||||
Unrealized net losses
|
(944
|
)
|
|
348
|
|
|
(596
|
)
|
|||
Less: Reclassification adjustment for realized net gains
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Unrealized gains/(losses) on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized net gains
|
16
|
|
|
(6
|
)
|
|
10
|
|
|||
Less: Reclassification adjustment for realized net gains
|
(417
|
)
|
|
154
|
|
|
(263
|
)
|
|||
Change related to employee benefit plans
|
399
|
|
|
(147
|
)
|
|
252
|
|
|||
AOCI, December 31, 2013
|
|
($442
|
)
|
|
|
$153
|
|
|
|
($289
|
)
|
|
|
|
|
|
|
|
||||||||
(Dollars in millions)
|
|
Year Ended December 31
|
|
Affected line item in the Consolidated Statements of Income
|
||||||||||
Details about AOCI components
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||
Realized gains on AFS securities:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
($2
|
)
|
|
|
($2,279
|
)
|
|
|
($117
|
)
|
|
Net securities gains
|
|
|
1
|
|
|
810
|
|
|
43
|
|
|
Provision for income taxes
|
|||
|
|
|
($1
|
)
|
|
|
($1,469
|
)
|
|
|
($74
|
)
|
|
|
Gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
($417
|
)
|
|
|
($143
|
)
|
|
|
($625
|
)
|
|
Interest and fees on loans
|
|
|
154
|
|
|
53
|
|
|
231
|
|
|
Provision for income taxes
|
|||
|
|
|
($263
|
)
|
|
|
($90
|
)
|
|
|
($394
|
)
|
|
|
Change related to employee benefit plans:
|
|
|
|
|
|
|
|
|
||||||
Amortization of actuarial losses
|
|
|
$26
|
|
|
|
$27
|
|
|
|
($64
|
)
|
|
Employee benefits
|
|
|
373
|
|
|
(122
|
)
|
|
(318
|
)
|
|
Other assets/other liabilities
1
|
|||
|
|
399
|
|
|
(95
|
)
|
|
(382
|
)
|
|
|
|||
|
|
(147
|
)
|
|
35
|
|
|
141
|
|
|
Provision for income taxes
|
|||
|
|
|
$252
|
|
|
|
($60
|
)
|
|
|
($241
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends
1
|
|
|
$1,200
|
|
|
|
$27
|
|
|
|
$29
|
|
Interest on loans
|
|
10
|
|
|
36
|
|
|
11
|
|
|||
Trading income
|
|
16
|
|
|
18
|
|
|
53
|
|
|||
Other income
|
|
7
|
|
|
23
|
|
|
132
|
|
|||
Total income
|
|
1,233
|
|
|
104
|
|
|
225
|
|
|||
Expense
|
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
|
12
|
|
|
13
|
|
|
9
|
|
|||
Interest on long-term debt
|
|
96
|
|
|
177
|
|
|
226
|
|
|||
Employee compensation and benefits
2
|
|
24
|
|
|
111
|
|
|
(7
|
)
|
|||
Service fees to subsidiaries
|
|
3
|
|
|
3
|
|
|
11
|
|
|||
Other expense
|
|
(113
|
)
|
3
|
43
|
|
|
133
|
|
|||
Total expense
|
|
22
|
|
|
347
|
|
|
372
|
|
|||
Income/(loss) before income tax benefit and equity in undistributed income of subsidiaries
|
|
1,211
|
|
|
(243
|
)
|
|
(147
|
)
|
|||
Income tax benefit
|
|
8
|
|
|
91
|
|
|
49
|
|
|||
Income/(loss) before equity in undistributed income of subsidiaries
|
|
1,219
|
|
|
(152
|
)
|
|
(98
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
125
|
|
|
2,110
|
|
|
745
|
|
|||
Net income
|
|
1,344
|
|
|
1,958
|
|
|
647
|
|
|||
Preferred dividends
|
|
(37
|
)
|
|
(12
|
)
|
|
(7
|
)
|
|||
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
|
|
(10
|
)
|
|
(15
|
)
|
|
(5
|
)
|
|||
Net income available to common shareholders
|
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
|
|
|
||||
|
|
December 31
|
||||||
(Dollars in millions)
|
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
|
$238
|
|
|
|
$137
|
|
Interest-bearing deposits held at SunTrust Bank
|
|
2,756
|
|
|
604
|
|
||
Interest-bearing deposits held at other banks
|
|
20
|
|
|
20
|
|
||
Cash and cash equivalents
|
|
3,014
|
|
|
761
|
|
||
Trading assets and derivatives
|
|
92
|
|
|
103
|
|
||
Securities available for sale
|
|
316
|
|
|
279
|
|
||
Loans to subsidiaries
|
|
1,311
|
|
|
2,733
|
|
||
Investment in capital stock of subsidiaries stated on the
basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
|
||||
Banking subsidiaries
|
|
21,772
|
|
|
22,521
|
|
||
Nonbanking subsidiaries
|
|
1,465
|
|
|
1,368
|
|
||
Goodwill
|
|
99
|
|
|
99
|
|
||
Other assets
|
|
534
|
|
|
561
|
|
||
Total assets
|
|
|
$28,603
|
|
|
|
$28,425
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
|
||||
Subsidiaries
|
|
|
$656
|
|
|
|
$1,525
|
|
Non-affiliated companies
|
|
1,554
|
|
|
1,512
|
|
||
Long-term debt:
|
|
|
|
|
||||
Subsidiaries
|
|
160
|
|
|
160
|
|
||
Non-affiliated companies
|
|
4,111
|
|
|
3,249
|
|
||
Other liabilities
|
|
819
|
|
|
1,108
|
|
||
Total liabilities
|
|
7,300
|
|
|
7,554
|
|
||
Preferred stock
|
|
725
|
|
|
725
|
|
||
Common stock
|
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
|
9,115
|
|
|
9,174
|
|
||
Retained earnings
|
|
11,936
|
|
|
10,817
|
|
||
Treasury stock, at cost, and other
1
|
|
(734
|
)
|
|
(704
|
)
|
||
AOCI, net of tax
|
|
(289
|
)
|
|
309
|
|
||
Total shareholders’ equity
|
|
21,303
|
|
|
20,871
|
|
||
Total liabilities and shareholders’ equity
|
|
|
$28,603
|
|
|
|
$28,425
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiaries
|
(125
|
)
|
|
(2,110
|
)
|
|
(745
|
)
|
|||
Depreciation, amortization, and accretion
|
5
|
|
|
10
|
|
|
17
|
|
|||
Deferred income tax provision/(benefit)
|
74
|
|
|
18
|
|
|
(56
|
)
|
|||
Excess tax benefits from stock-based compensation
|
(4
|
)
|
|
(11
|
)
|
|
—
|
|
|||
Stock option compensation and amortization of restricted stock compensation
|
34
|
|
|
35
|
|
|
44
|
|
|||
Net loss/(gain) on extinguishment of debt
|
—
|
|
|
15
|
|
|
(3
|
)
|
|||
Net securities gains
|
(2
|
)
|
|
(6
|
)
|
|
(92
|
)
|
|||
Contributions to retirement plans
|
(8
|
)
|
|
(26
|
)
|
|
(8
|
)
|
|||
Net decrease/(increase) in other assets
|
50
|
|
|
(190
|
)
|
|
(192
|
)
|
|||
Net (decrease)/increase in other liabilities
|
(327
|
)
|
|
369
|
|
|
130
|
|
|||
Net cash provided by/(used in) operating activities
|
1,041
|
|
|
62
|
|
|
(258
|
)
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and repayments of securities available for sale
|
55
|
|
|
65
|
|
|
61
|
|
|||
Proceeds from sales of securities available for sale
|
57
|
|
|
47
|
|
|
6,700
|
|
|||
Purchases of securities available for sale
|
(25
|
)
|
|
(68
|
)
|
|
(2,374
|
)
|
|||
Proceeds from maturities, calls, and repayments of trading securities
|
1
|
|
|
2
|
|
|
137
|
|
|||
Proceeds from sales of trading securities
|
8
|
|
|
—
|
|
|
75
|
|
|||
Net change in loans to subsidiaries
|
1,422
|
|
|
940
|
|
|
(3,185
|
)
|
|||
Capital contributions to subsidiaries
|
—
|
|
|
(150
|
)
|
|
(250
|
)
|
|||
Net cash provided by investing activities
|
1,518
|
|
|
836
|
|
|
1,164
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net (decrease)/increase in short-term borrowings
|
(827
|
)
|
|
935
|
|
|
463
|
|
|||
Proceeds from the issuance of long-term debt
|
888
|
|
|
15
|
|
|
1,749
|
|
|||
Repayment of long-term debt
|
(9
|
)
|
|
(3,073
|
)
|
|
(482
|
)
|
|||
Proceeds from the issuance of preferred stock
|
—
|
|
|
438
|
|
|
103
|
|
|||
Proceeds from the issuance of common stock
|
—
|
|
|
—
|
|
|
1,017
|
|
|||
Repurchase of preferred stock
|
—
|
|
|
—
|
|
|
(4,850
|
)
|
|||
Repurchase of common stock
|
(150
|
)
|
|
—
|
|
|
—
|
|
|||
Stock option activity
|
17
|
|
|
26
|
|
|
—
|
|
|||
Dividends paid
|
(225
|
)
|
|
(119
|
)
|
|
(131
|
)
|
|||
Purchase of outstanding warrants
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||
Net cash used in financing activities
|
(306
|
)
|
|
(1,778
|
)
|
|
(2,142
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
2,253
|
|
|
(880
|
)
|
|
(1,236
|
)
|
|||
Cash and cash equivalents at beginning of period
|
761
|
|
|
1,641
|
|
|
2,877
|
|
|||
Cash and cash equivalents at end of period
|
|
$3,014
|
|
|
|
$761
|
|
|
|
$1,641
|
|
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes (paid to)/received from subsidiaries
|
|
($195
|
)
|
|
|
$621
|
|
|
|
($2
|
)
|
Income taxes received/(paid) by Parent Company
|
55
|
|
|
(605
|
)
|
|
(66
|
)
|
|||
Net income taxes (paid)/received by Parent Company
|
|
($140
|
)
|
|
|
$16
|
|
|
|
($68
|
)
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$112
|
|
|
|
$189
|
|
|
|
$246
|
|
Accretion of discount for preferred stock issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
80
|
|
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
|
|
|
10.1
|
SunTrust Banks, Inc. Annual Incentive Plan (formerly Management Incentive Plan),
amended and restated as of January 1, 2014.
|
|
**
|
|
|
|
|
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; (xx) Form of 2012 Non-Qualified Stock Option Award Agreement (2-year cliff vested) under the SunTrust Banks, Inc. 2009 Stock Plan; (xxi) Form of Restricted Stock Unit Award Agreement, 2013 RORWA; and (xxii) Form of Restricted Stock Unit Award Agreement, 2013 TSR;
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; (xx) Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 1, 2012; (xxi) Exhibit 10.23 of the Company's Annual Report on Form 10-K filed February 27, 2013; and (xxii) Exhibit 10.24 of the Company's Annual Report on Form 10-K filed February 27, 2013.
|
|
*
|
|
|
|
|
10.3
|
SunTrust Banks, Inc. 2004 Stock Plan
effective April 20, 2004, as amended and restated February 12, 2008, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed February 15, 2008, as further amended effective January 1, 2009, incorporated by reference to Exhibit 10.14 to the Registrant's Current Report on Form 8-K filed January 7, 2009, together with (i) Form of Non-Qualified Stock Option Agreement, (ii) Form of Restricted Stock Agreement, (iii) Form of Director Restricted Stock Agreement, and (iv) Form of Director Restricted Stock Unit Agreement, incorporated by reference to (i) Exhibit 10.70 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, (ii)Exhibit 10.71 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, (iii) Exhibit 10.72 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, and (iv) Exhibit 10.74 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006.
|
|
*
|
|
|
|
|
10.4
|
SunTrust Banks, Inc. 2000 Stock Plan
, effective February 8, 2000, and amendments effective January 1, 2005, November 14, 2006, and January 1, 2009, incorporated by reference to Exhibit A to Registrant's 2000 Proxy Statement on Form 14A (File No. 001-08918), to Exhibits 10.1 and 10.2 to the Registrant's Current Report on Form 8-K filed February 16, 2007, and to Exhibit 10.12 to the Registrant's Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
|
|
|
|
10.5
|
SunTrust Banks, Inc. 1995 Executive Stock Plan
, and amendments effective as of August 11, 1998 and January 1, 2009, incorporated by reference to Exhibit 10.16 to Registrant's 1999 Annual Report on Form 10-K (File No. 001-08918), Exhibit 10.20 to Registrant's 1998 Annual Report on Form 10-K (File No. 001-08918), and to Exhibit 10.12 to the Registrant's Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
|
|
|
|
10.6
|
GB&T Bancshares, Inc. Stock Option Plan of 1997
, incorporated by reference to Exhibit 10.6 to the annual report on Form 10-K of GB&T Bancshares Inc. filed March 31, 2003 (File No. 005-82430).
|
|
*
|
|
|
|
|
Exhibit
|
Description
|
|
|
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. 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.
|
|
*
|
|
|
|
|
10.9
|
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.
|
|
*
|
|
|
|
|
10.10
|
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.
|
|
*
|
|
|
|
|
10.11
|
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.
|
|
*
|
|
|
|
|
10.12
|
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.
|
|
*
|
|
|
|
|
10.13
|
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.
|
|
*
|
|
|
|
|
10.14
|
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.
|
|
*
|
|
|
|
|
10.15
|
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, as amended February 28, 2013, such amendment incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed May 7, 2013.
|
|
*
|
|
|
|
|
10.16
|
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.
|
|
*
|
|
|
|
|
10.17
|
Form of Restricted Stock Unit Agreement,
2014 Return on Tangible Common Equity.
|
|
**
|
|
|
|
|
10.18
|
Form of Time-Vested Restricted Stock Unit Agreement,
2014 Type I.
|
|
**
|
|
|
|
|
10.19
|
Form of Time-Vested Restricted Stock Unit Agreement,
2014 Type II.
|
|
**
|
|
|
|
|
12.1
|
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
|
|
**
|
|
|
|
|
21.1
|
Registrant's Subsidiaries.
|
|
**
|
|
|
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm.
|
|
**
|
|
|
|
|
Exhibit
|
Description
|
|
|
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.
|
|
**
|
|
|
|
|
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.
|
|
**
|
|
|
|
|
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.
|
|
**
|
|
|
|
|
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.
|
|
**
|
|
|
|
|
101.1
|
Interactive Data File.
|
|
**
|
*
|
incorporated by reference
|
**
|
filed herewith
|
|
|
|
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
Dated:
|
February 24, 2014
|
|
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 24, 2014
|
Chairman of the Board (Director) and
|
|
William H. Rogers, Jr.
|
|
Date
|
Chief Executive Officer
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ Aleem Gillani
|
|
February 24, 2014
|
Corporate Executive Vice President and
|
|
Aleem Gillani
|
|
Date
|
Chief Financial Officer
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ Thomas E. Panther
|
|
February 24, 2014
|
Senior Vice President and Director of Corporate
|
|
Thomas E. Panther
|
|
Date
|
Finance & Controller
|
|
|
|
|
||
Directors:
|
|
|
|
|
/s/ Robert M. Beall, II
|
|
February 24, 2014
|
Director
|
|
Robert M. Beall, II
|
|
Date
|
|
|
|
|
|
||
/s/ Alston D. Correll
|
|
February 24, 2014
|
Director
|
|
Alston D. Correll
|
|
Date
|
|
|
|
|
|
||
________________
|
|
______________
|
Director
|
|
Jeffrey C. Crowe
|
|
Date
|
|
|
|
|
|
|
|
/s/ David H. Hughes
|
|
February 24, 2014
|
Director
|
|
David H. Hughes
|
|
Date
|
|
|
|
|
|
||
/s/ M. Douglas Ivester
|
|
February 24, 2014
|
Director
|
|
M. Douglas Ivester
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kyle Prechtl Legg
|
|
February 24, 2014
|
Director
|
|
Kyle Prechtl Legg
|
|
Date
|
|
|
|
|
|
|
|
/s/ William A. Linnenbringer
|
|
February 24, 2014
|
Director
|
|
William A. Linnenbringer
|
|
Date
|
|
|
|
|
|
||
/s/ Donna Morea
|
|
February 24, 2014
|
Director
|
|
Donna Morea
|
|
Date
|
|
|
|
|
|
||
/s/ David M. Ratcliffe
|
|
February 24, 2014
|
Director
|
|
David M. Ratcliffe
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frank P. Scruggs, Jr.
|
|
February 24, 2014
|
Director
|
|
Frank P. Scruggs, Jr.
|
|
Date
|
|
|
|
|
|
||
/s/ Thomas R. Watjen
|
|
February 24, 2014
|
Director
|
|
Thomas R. Watjen
|
|
Date
|
|
|
|
|
|
||
/s/ Dr. Phail Wynn, Jr.
|
|
February 24, 2014
|
Director
|
|
Dr. Phail Wynn, Jr.
|
|
Date
|
|
|
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Target Number of Restricted Stock Units
|
|
_
[
# of Shares
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
|
Authorized Officer
|
3 Year Relative TSR Rank
|
Earned Award as a Percent of Target
|
#1
|
[ ]%
|
#2
|
[ ]%
|
#3
|
[ ]%
|
#4
|
[ ]%
|
#5
|
[ ]%
|
#6 (median)
|
[ ]%
|
#7
|
[ ]%
|
#8
|
[ ]%
|
#9
|
[ ]%
|
#10
|
[ ]%
|
#11
|
[ ]%
|
Average ROTCE
|
Incentive Adjustment Factor
|
10.0%
|
[ ]%
|
9.0% - 9.99%
|
[ ]%
|
8.0% - 8.99%
|
[ ]%
|
7.0% - 7.99%
|
[ ]%
|
6.0% - 6.99%
|
[ ]%
|
0.0% - 5.99%
|
[ ]%
|
(a)
|
The number of vested Restricted Stock Units (and related Dividend Equivalent Rights) payable pursuant to this §6 (the “Vested Units”) shall be determined in accordance with §3, §4 and §5 above and,
|
(i)
|
the portion of the Vested Units comprising the “Earned Awards as a Percent of Target” equal to or less than 129% shall be paid in a lump sum upon the earliest to occur of the following: (A) the date of the Grantee's death, (B) the date of the Grantee's Disability, (C) the date of the Grantee's Separation from Service within two (2) years following a 409A Change in Control, subject to §6(d), or (D) February 21, 2017.
|
(ii)
|
the portion of the Vested Units comprising the “Earned Awards as a Percent of Target” equal to 130% or greater shall be paid in a lump sum upon the earliest to occur of the following: (A) the date of the Grantee's death, (B) the date of the Grantee's Disability, (C) the date of the Grantee's Separation from Service within two (2) years following a 409A Change in Control, subject to §6(d), or (D) February 21, 2018.
|
(b)
|
In the event payment is made pursuant to sub-paragraph §6(a)(i), (ii) or (iii) or §6(b)(i), (ii), or (iii) above, such payment shall be made on the last day of the sixty (60) day period which commences immediately following the date of the applicable event. In the event payment is made pursuant to sub-paragraphs §6 (a)(iv) and §6(b)(iv) above, such payment shall be made within 30 days following February 21, 2017 and February 21, 2018, respectively.
|
(c)
|
Except as set forth below, the Vested Units shall be paid out in an equivalent number of shares of Stock; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash. In the event the Restricted Stock Units (and related Dividend Equivalent Rights) vest following a Change in Control pursuant to §4, the Vested Units shall be paid in cash, and the amount of the payment for each Vested Unit to be paid in cash will equal the Fair Market Value of a share of Stock on the date of the Change in Control.
|
(d)
|
Notwithstanding anything herein to the contrary, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six (6) months after the date of the Key Employee's Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the seventh month following the Grantee's Separation from Service.
|
(e)
|
The Grantee shall be entitled to a Dividend Equivalent Right for each Vested Unit. At the same time that the Vested Units are paid, SunTrust shall pay each Dividend Equivalent Right in shares of Stock to the Grantee, or, in the event the Restricted Stock Units vest pursuant to §4, in cash; provided, however, the Grantee's right to any fractional share of Stock shall be paid in cash.
|
(f)
|
The Grantee will not have any shareholder rights with respect to the Restricted Stock Units, including the right to vote or receive dividends, unless and until shares of Stock are issued to the Grantee as payment of the vested Restricted Stock Units.
|
(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 Unit 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 Unit Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Unit 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 Unit 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 Unit Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Unit Agreement nor will Grantee raise any equitable defense to its enforcement.
|
1.
|
KeyCorp
|
2.
|
Comerica Incorporated
|
3.
|
Fifth Third Bancorp
|
4.
|
Regions Financial Corp
|
5.
|
PNC Financial Services Group, Inc.
|
6.
|
Wells Fargo & Company
|
7.
|
BB&T Corp.
|
8.
|
Capital One Financial Corp.
|
9.
|
U.S. Bancorp
|
10.
|
M&T Bank Corp.
|
|
|
|
Name of Grantee
|
|
[Name]
|
|
|
|
Restricted Stock
Units
|
|
[# of Shares]
|
|
|
|
Grant Date
|
|
[Grant Date]
|
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
Terms and Conditions
Restricted Stock Unit Agreement
|
[33⅓]
|
|
% of the Grant shall be vested on the first anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the second anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the third anniversary of the Grant Date.
|
(a)
|
Subject to § 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with § 3, § 4, or § 5 of this Unit Agreement (the “Vested Units”) shall be paid in a lump sum on the specified dates, as follows:
|
[insert # equal to 33⅓%]
|
shall be paid on the first anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the second anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the third anniversary of the Grant Date;
|
|
(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)
|
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.
|
|
(iii)
|
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.
|
|
(iv)
|
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.
|
|
(v)
|
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.
|
|
(vi)
|
Reasonable and Necessary Restrictions.
Grantee acknowledges that the restrictions, prohibitions and other provisions set forth in this Unit 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 Unit Agreement. Grantee covenants that Grantee will not challenge the enforceability of this Unit Agreement nor will Grantee raise any equitable defense to its enforcement.
|
|
(vii)
|
Additional Definitions
. (A) The term “
Confidential or Proprietary Information
” for purposes of this Unit Agreement shall mean any secret, confidential, or proprietary information of SunTrust or a SunTrust Affiliate (other than a Trade Secret) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of SunTrust or a SunTrust Affiliate. (B) The term “
Financial Services Business
” for purposes of this Unit Agreement shall mean the business of banking, including deposit, credit, trust and investment services, mortgage banking, asset management, and brokerage and investment banking services. (C) The term “
Managerial Responsibilities
” for purposes of this Unit Agreement shall mean managerial and supervisory responsibilities and duties that are substantially the same as those Grantee is performing for SunTrust or a SunTrust Affiliate on the date of this Unit Agreement. (D) The term
“SunTrust Affiliate”
for purposes of this Unit Agreement shall mean any corporation which is a subsidiary corporation (within the meaning of Section 424(f) of the Code) of SunTrust except a corporation which has subsidiary corporation status under Section 424(f) of the Code exclusively as a result of SunTrust or a SunTrust Affiliate holding stock in such corporation as a fiduciary with respect to any trust, estate, conservatorship, guardianship or agency. (E) The term
“Territory”
for purposes of this Unit Agreement shall mean the states of Alabama, Florida, Georgia, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and the District of Columbia, which are the states and Territories in which SunTrust has significant operations on the date of this Unit Agreement. (F)
“Trade Secret”
for purposes of Unit Agreement shall mean information, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from it is disclosure or use, and (ii) is the subject of reasonable efforts by SunTrust or a SunTrust Affiliate to maintain its secrecy.
|
|
|
|
Name of Grantee
|
|
[Name]
|
|
|
|
Restricted Stock
Units
|
|
[# of Shares]
|
|
|
|
Grant Date
|
|
[Grant Date]
|
SUNTRUST BANKS, INC.
|
|
|
Authorized Officer
|
[33⅓]
|
|
% of the Grant shall be vested on the first anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the second anniversary of the Grant Date;
|
[33⅓]
|
|
% of the Grant shall be vested on the third anniversary of the Grant Date.
|
(a)
|
Subject to § 6(b), the total number of Restricted Stock Units (and related Dividend Equivalent Rights) which vest, if any, in accordance with § 3, § 4, or § 5 of this Unit Agreement (the “Vested Units”) shall be paid in a lump sum on the specified dates, as follows:
|
[insert # equal to 33⅓%]
|
shall be paid on the first anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the second anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the third anniversary of the Grant Date;
|
SunTrust Banks, Inc.
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends
|
|||||||||||||||||||
|
|
||||||||||||||||||
|
For the Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Ratio 1 - including deposit interest
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes
|
|
$1,617
|
|
|
|
$2,731
|
|
|
|
$726
|
|
|
|
$4
|
|
|
|
($2,462
|
)
|
Fixed charges
|
626
|
|
|
849
|
|
|
1,189
|
|
|
1,562
|
|
|
2,315
|
|
|||||
Total
|
|
$2,243
|
|
|
|
$3,580
|
|
|
|
$1,915
|
|
|
|
$1,566
|
|
|
|
($147
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
$291
|
|
|
|
$429
|
|
|
|
$624
|
|
|
|
$860
|
|
|
|
$1,440
|
|
Interest on funds purchased and securities sold under
agreements to repurchase
|
4
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
8
|
|
|||||
Interest on other short-term borrowings
|
13
|
|
|
18
|
|
|
12
|
|
|
13
|
|
|
15
|
|
|||||
Interest on trading liabilities
|
17
|
|
|
15
|
|
|
26
|
|
|
30
|
|
|
20
|
|
|||||
Interest on long-term debt
|
210
|
|
|
299
|
|
|
449
|
|
|
580
|
|
|
761
|
|
|||||
Portion of rents representative of the interest factor (1/3) of
rental expense
|
91
|
|
|
84
|
|
|
73
|
|
|
73
|
|
|
71
|
|
|||||
Total fixed charges
|
626
|
|
|
849
|
|
|
1,189
|
|
|
1,562
|
|
|
2,315
|
|
|||||
Preferred stock dividend requirements
|
45
|
|
|
17
|
|
|
165
|
|
|
274
|
|
|
280
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$671
|
|
|
|
$866
|
|
|
|
$1,354
|
|
|
|
$1,836
|
|
|
|
$2,595
|
|
Ratio of earnings to fixed charges
|
3.58
|
|
x
|
4.22
|
|
x
|
1.61
|
|
x
|
1.00
|
|
x
|
NM
|
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
3.34
|
|
x
|
4.13
|
|
x
|
1.41
|
|
x
|
0.85
|
|
x
|
NM
|
|
|||||
Ratio 2 - excluding deposit interest
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income/(loss) before income taxes
|
|
$1,617
|
|
|
|
$2,731
|
|
|
|
$726
|
|
|
|
$4
|
|
|
|
($2,462
|
)
|
Fixed charges
|
335
|
|
|
420
|
|
|
565
|
|
|
702
|
|
|
875
|
|
|||||
Total
|
|
$1,952
|
|
|
|
$3,151
|
|
|
|
$1,291
|
|
|
|
$706
|
|
|
|
($1,587
|
)
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on funds purchased and securities sold under
agreements to repurchase
|
|
$4
|
|
|
|
$4
|
|
|
|
$5
|
|
|
|
$6
|
|
|
|
$8
|
|
Interest on other short-term borrowings
|
13
|
|
|
18
|
|
|
12
|
|
|
13
|
|
|
15
|
|
|||||
Interest on trading liabilities
|
17
|
|
|
15
|
|
|
26
|
|
|
30
|
|
|
20
|
|
|||||
Interest on long-term debt
|
210
|
|
|
299
|
|
|
449
|
|
|
580
|
|
|
761
|
|
|||||
Portion of rents representative of the interest factor (1/3) of
rental expense
|
91
|
|
|
84
|
|
|
73
|
|
|
73
|
|
|
71
|
|
|||||
Total fixed charges
|
335
|
|
|
420
|
|
|
565
|
|
|
702
|
|
|
875
|
|
|||||
Preferred stock dividend requirements
|
45
|
|
|
17
|
|
|
165
|
|
|
274
|
|
|
280
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$380
|
|
|
|
$437
|
|
|
|
$730
|
|
|
|
$976
|
|
|
|
$1,155
|
|
Ratio of earnings to fixed charges
|
5.83
|
|
x
|
7.50
|
|
x
|
2.28
|
|
x
|
1.01
|
|
x
|
NM
|
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
5.14
|
|
x
|
7.21
|
|
x
|
1.77
|
|
x
|
0.72
|
|
x
|
NM
|
|
(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 i
nformation 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 (1
5 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.
|