|
|
Georgia
|
|
58-1575035
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of exchange on which registered
|
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
|
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities of SunTrust Preferred Capital I
|
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
|
Warrants to Purchase Common Stock at $44.15 per share, expiring November 14, 2018
|
New York Stock Exchange
|
Warrants to Purchase Common Stock at $33.70 per share, expiring December 31, 2018
|
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.
|
BUSINESS
|
•
|
A new minimum CET 1 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 on January 1, 2019) in minimum ratios of 7.0%, 8.5%, and 10.5% for CET 1, Tier 1, and Total Capital, respectively.
|
•
|
A significant increase to capital charges for certain
CRE
loans determined to be “high volatility commercial real estate exposures” and a minimum LTV ratio in accordance with regulatory guidelines, which would apply, subject to certain exceptions, to an array of
CRE
loans.
|
•
|
An increase in capital charges for off-balance sheet unfunded commitments with an original maturity less than a year, and certain other off-balance sheet unfunded commitments.
|
•
|
Inclusion of unrealized gains and losses in AOCI on all securities AFS, defined benefit pension plans, and certain cash flow hedges in the calculation of CET 1, subject to a one-time election to retain the current treatment for these items.
|
•
|
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 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
at period end
($ in millions)
|
January 1 - 31
3
|
1,354,345
|
|
$36.92
|
|
1,354,345
|
|
$—
|
February 1 - 28
|
—
|
|
—
|
|
—
|
|
—
|
March 1 - 31
|
17,940
|
|
37.36
|
|
—
|
|
—
|
Total during first quarter of 2014
|
1,372,285
|
|
36.92
|
|
1,354,345
|
|
—
|
|
|
|
|
|
|
|
|
April 1 - 30
|
2,009,900
|
|
39.76
|
|
2,009,900
|
|
370
|
May 1 - 31
|
79,000
|
|
37.96
|
|
79,000
|
|
367
|
June 1 - 30
|
—
|
|
—
|
|
—
|
|
367
|
Total during second quarter of 2014
|
2,088,900
|
|
39.69
|
|
2,088,900
|
|
367
|
|
|
|
|
|
|
|
|
July 1 - 31
|
1,872,900
|
|
40.04
|
|
1,872,900
|
|
292
|
August 1 - 31
|
263,200
|
|
37.99
|
|
263,200
|
|
282
|
September 1 - 30
4
|
3,344,700
|
|
38.87
|
|
—
|
|
282
|
Total during third quarter of 2014
|
5,480,800
|
|
39.23
|
|
2,136,100
|
|
282
|
|
|
|
|
|
|
|
|
October 1 - 31
|
2,924,190
|
|
37.62
|
|
2,924,190
|
|
172
|
November 1 - 30
|
—
|
|
—
|
|
—
|
|
172
|
December 1 - 31
|
—
|
|
—
|
|
—
|
|
172
|
Total during fourth quarter of 2014
|
2,924,190
|
|
37.62
|
|
2,924,190
|
|
172
|
Total year-to-date 2014
|
11,866,175
|
|
$38.65
|
|
8,503,535
|
|
$172
|
|
|
|
|
|
|
|
|
Item 6. SELECTED FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|||||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$5,384
|
|
|
|
$5,388
|
|
|
|
$5,867
|
|
|
|
$6,181
|
|
|
|
$6,343
|
|
Interest expense
|
544
|
|
|
535
|
|
|
765
|
|
|
1,116
|
|
|
1,489
|
|
|||||
Net interest income
|
4,840
|
|
|
4,853
|
|
|
5,102
|
|
|
5,065
|
|
|
4,854
|
|
|||||
Provision for credit losses
|
342
|
|
|
553
|
|
|
1,395
|
|
|
1,513
|
|
|
2,651
|
|
|||||
Net interest income after provision for credit losses
|
4,498
|
|
|
4,300
|
|
|
3,707
|
|
|
3,552
|
|
|
2,203
|
|
|||||
Noninterest income
|
3,323
|
|
|
3,214
|
|
|
5,373
|
|
|
3,421
|
|
|
3,729
|
|
|||||
Noninterest expense
1
|
5,543
|
|
|
5,831
|
|
|
6,284
|
|
|
6,194
|
|
|
5,867
|
|
|||||
Income before provision/(benefit) for income taxes
|
2,278
|
|
|
1,683
|
|
|
2,796
|
|
|
779
|
|
|
65
|
|
|||||
Provision/(benefit) for income taxes
1
|
493
|
|
|
322
|
|
|
812
|
|
|
119
|
|
|
(141
|
)
|
|||||
Net income attributable to noncontrolling interest
|
11
|
|
|
17
|
|
|
26
|
|
|
13
|
|
|
17
|
|
|||||
Net income
|
|
$1,774
|
|
|
|
$1,344
|
|
|
|
$1,958
|
|
|
|
$647
|
|
|
|
$189
|
|
Net income/(loss) available to common shareholders
|
|
$1,722
|
|
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
$495
|
|
|
|
($87
|
)
|
Adjusted net income/(loss) available to common shareholders
2
|
|
$1,729
|
|
|
|
$1,476
|
|
|
|
$1,178
|
|
|
|
$495
|
|
|
|
($87
|
)
|
Net interest income - FTE
2
|
|
$4,982
|
|
|
|
$4,980
|
|
|
|
$5,225
|
|
|
|
$5,179
|
|
|
|
$4,970
|
|
Total revenue - FTE
2
|
8,305
|
|
|
8,194
|
|
|
10,598
|
|
|
8,600
|
|
|
8,699
|
|
|||||
Total revenue - FTE, excluding net securities (losses)/gains
2
|
8,320
|
|
|
8,192
|
|
|
8,624
|
|
|
8,483
|
|
|
8,508
|
|
|||||
Total adjusted revenue - FTE
2
|
8,200
|
|
|
8,257
|
|
|
9,123
|
|
|
8,600
|
|
|
8,699
|
|
|||||
Net income/(loss) per average common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted
3
|
3.23
|
|
|
2.41
|
|
|
3.59
|
|
|
0.94
|
|
|
(0.18
|
)
|
|||||
Adjusted diluted
2, 3
|
3.24
|
|
|
2.74
|
|
|
2.19
|
|
|
0.94
|
|
|
(0.18
|
)
|
|||||
Basic
|
3.26
|
|
|
2.43
|
|
|
3.62
|
|
|
0.94
|
|
|
(0.18
|
)
|
|||||
Dividends paid per average common share
|
0.70
|
|
|
0.35
|
|
|
0.20
|
|
|
0.12
|
|
|
0.04
|
|
|||||
Book value per common share
|
41.52
|
|
|
38.61
|
|
|
37.59
|
|
|
36.86
|
|
|
36.34
|
|
|||||
Tangible book value per common share
2
|
29.82
|
|
|
27.01
|
|
|
25.98
|
|
|
25.18
|
|
|
23.76
|
|
|||||
Market capitalization
|
21,978
|
|
|
19,734
|
|
|
15,279
|
|
|
9,504
|
|
|
14,768
|
|
|||||
Market price:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
43.06
|
|
|
36.99
|
|
|
30.79
|
|
|
33.14
|
|
|
31.92
|
|
|||||
Low
|
33.97
|
|
|
26.93
|
|
|
18.07
|
|
|
15.79
|
|
|
20.16
|
|
|||||
Close
|
41.90
|
|
|
36.81
|
|
|
28.35
|
|
|
17.70
|
|
|
29.51
|
|
|||||
Period End Balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$190,328
|
|
|
|
$175,335
|
|
|
|
$173,442
|
|
|
|
$176,859
|
|
|
|
$172,874
|
|
Earning assets
|
168,678
|
|
|
156,856
|
|
|
151,223
|
|
|
154,696
|
|
|
148,473
|
|
|||||
Loans
|
133,112
|
|
|
127,877
|
|
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|||||
ALLL
|
1,937
|
|
|
2,044
|
|
|
2,174
|
|
|
2,457
|
|
|
2,974
|
|
|||||
Consumer and commercial deposits
|
139,234
|
|
|
127,735
|
|
|
130,180
|
|
|
125,611
|
|
|
120,025
|
|
|||||
Brokered time and foreign deposits
|
1,333
|
|
|
2,024
|
|
|
2,136
|
|
|
2,311
|
|
|
3,019
|
|
|||||
Long-term debt
|
13,022
|
|
|
10,700
|
|
|
9,357
|
|
|
10,908
|
|
|
13,648
|
|
|||||
Total shareholders’ equity
|
23,005
|
|
|
21,422
|
|
|
20,985
|
|
|
20,066
|
|
|
23,130
|
|
|||||
Selected Average Balances:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$182,176
|
|
|
|
$172,497
|
|
|
|
$176,134
|
|
|
|
$172,440
|
|
|
|
$172,375
|
|
Earning assets
|
162,189
|
|
|
153,728
|
|
|
153,479
|
|
|
147,802
|
|
|
147,187
|
|
|||||
Loans
|
130,874
|
|
|
122,657
|
|
|
122,893
|
|
|
116,308
|
|
|
113,925
|
|
|||||
Consumer and commercial deposits
|
132,012
|
|
|
127,076
|
|
|
126,249
|
|
|
122,672
|
|
|
117,129
|
|
|||||
Brokered time and foreign deposits
|
1,730
|
|
|
2,065
|
|
|
2,255
|
|
|
2,386
|
|
|
2,916
|
|
|||||
Intangible assets including MSRs
|
7,630
|
|
|
7,535
|
|
|
7,322
|
|
|
7,780
|
|
|
7,837
|
|
|||||
MSRs
|
1,255
|
|
|
1,121
|
|
|
887
|
|
|
1,331
|
|
|
1,317
|
|
|||||
Preferred stock
|
800
|
|
|
725
|
|
|
290
|
|
|
1,328
|
|
|
4,929
|
|
|||||
Total shareholders’ equity
|
22,170
|
|
|
21,167
|
|
|
20,495
|
|
|
20,696
|
|
|
22,834
|
|
|||||
Average common shares - diluted
|
533,391
|
|
|
539,093
|
|
|
538,061
|
|
|
527,618
|
|
|
498,744
|
|
|||||
Average common shares - basic
|
527,500
|
|
|
534,283
|
|
|
534,149
|
|
|
523,995
|
|
|
495,361
|
|
|||||
Financial Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Effective tax rate
1, 4
|
22
|
%
|
|
19
|
%
|
|
29
|
%
|
|
16
|
%
|
|
NM
|
|
|||||
ROA
|
0.97
|
|
|
0.78
|
|
|
1.11
|
|
|
0.38
|
|
|
0.11
|
|
|||||
ROE
|
8.06
|
|
|
6.34
|
|
|
9.56
|
|
|
2.56
|
|
|
(0.49
|
)
|
|||||
ROTCE
2
|
11.33
|
|
|
9.25
|
|
|
14.02
|
|
|
3.83
|
|
|
(0.76
|
)
|
|||||
Net interest margin - FTE
2
|
3.07
|
|
|
3.24
|
|
|
3.40
|
|
|
3.50
|
|
|
3.38
|
|
|||||
Efficiency ratio
1
|
66.74
|
|
|
71.16
|
|
|
59.29
|
|
|
72.02
|
|
|
67.44
|
|
|||||
Tangible efficiency ratio
1,
2
|
66.44
|
|
|
70.89
|
|
|
58.86
|
|
|
71.52
|
|
|
66.85
|
|
|||||
Adjusted tangible efficiency ratio
1,
2
|
63.34
|
|
|
65.27
|
|
|
66.91
|
|
|
71.52
|
|
|
66.85
|
|
|||||
Total average shareholders’ equity to total average assets
|
12.17
|
|
|
12.27
|
|
|
11.64
|
|
|
12.00
|
|
|
13.25
|
|
|||||
Tangible equity to tangible assets
2
|
9.17
|
|
|
9.00
|
|
|
8.82
|
|
|
8.10
|
|
|
10.12
|
|
|||||
ALLL to period-end loans
|
1.46
|
|
|
1.60
|
|
|
1.80
|
|
|
2.01
|
|
|
2.58
|
|
|||||
NPAs to period-end loans, OREO, other repossessed assets, and nonperforming LHFS
|
0.59
|
|
|
0.91
|
|
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
|||||
Common dividend payout ratio
5
|
21.5
|
|
|
14.5
|
|
|
5.6
|
|
|
12.9
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Ratios at Period End (Basel I):
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 common equity
|
9.60
|
%
|
|
9.82
|
%
|
|
10.04
|
%
|
|
9.22
|
%
|
|
8.08
|
%
|
|||||
Tier 1 capital
|
10.80
|
|
|
10.81
|
|
|
11.13
|
|
|
10.90
|
|
|
13.67
|
|
|||||
Total capital
|
12.51
|
|
|
12.81
|
|
|
13.48
|
|
|
13.67
|
|
|
16.54
|
|
|||||
Tier 1 leverage
|
9.64
|
|
|
9.58
|
|
|
8.91
|
|
|
8.75
|
|
|
10.94
|
|
|
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
We delivered
33%
earnings growth;
|
•
|
Noninterest expense decreased $288 million compared to the prior year;
|
•
|
We delivered on our announced 2014 efficiency ratio commitment, with an adjusted tangible efficiency ratio below 64%;
|
•
|
Average total loans increased 7% compared to the prior year, driven by growth in C&I, CRE, and consumer loans;
|
•
|
Average consumer and commercial deposits increased 4% compared to the prior year, with the favorable mix shift toward lower-cost deposits continuing;
|
•
|
We maintained strong capital ratios that continue to be well above regulatory requirements, with our Basel I Tier 1 common and estimated, fully phased-in Basel III
CET 1
ratios at
9.60%
and
9.69%
, respectively;
|
•
|
We repurchased
$458 million
of common shares and issued $500 million of preferred stock;
|
•
|
Tangible book value per share was
$29.82
, up 10% from the prior year;
|
•
|
Asset quality continued to improve as NPLs declined
35%
from the prior year and totaled
0.48%
of total loans;
|
•
|
Net charge-offs were down $233 million, or 34%, compared to 2013, representing 0.34% of average loans, down 21 basis points from the prior year;
|
•
|
Our
LCR
is already above the January 1, 2016 requirement of 90%;
|
•
|
We resolved many legacy mortgage-related issues; and
|
•
|
Our
ROA
and
ROTCE
improved by
19
and
208
basis points compared to the prior year, to
0.97%
and
11.33%
, respectively.
|
|
Table 1
|
|
|||||
|
|
|
|
||||
|
Year Ended December 31
|
||||||
(Dollars in millions, except per share amounts)
|
2014
|
|
2013
|
||||
Net income available to common shareholders
|
|
$1,722
|
|
|
|
$1,297
|
|
Form 8-K and other legacy mortgage-related items impacting the periods:
|
|
|
|
||||
Charges for legacy mortgage-related matters
|
324
|
|
|
482
|
|
||
Gain on sale of RidgeWorth
|
(105
|
)
|
|
—
|
|
||
Tax benefit related to above items
|
(82
|
)
|
|
(190
|
)
|
||
Tax benefit related to completion of tax authority examination
|
(130
|
)
|
|
—
|
|
||
Net tax benefit related to subsidiary reorganization and other
|
—
|
|
|
(113
|
)
|
||
Adjusted net income available to common shareholders
|
|
$1,729
|
|
|
|
$1,476
|
|
|
|
|
|
||||
Net income per average common share, diluted
|
|
$3.23
|
|
|
|
$2.41
|
|
Adjusted net income per average common share, diluted
|
|
$3.24
|
|
|
|
$2.74
|
|
|
|
|
|
Consolidated Daily Average Balances, Income/Expense, and Average Yields Earned/Rates Paid
|
|
Table 2
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||||
(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
|
|
$61,181
|
|
|
|
$2,184
|
|
|
3.57
|
%
|
|
|
$54,788
|
|
|
|
$2,181
|
|
|
3.98
|
%
|
|
|
$51,228
|
|
|
|
$2,329
|
|
|
4.55
|
%
|
CRE
|
6,150
|
|
|
177
|
|
|
2.88
|
|
|
4,513
|
|
|
146
|
|
|
3.24
|
|
|
4,517
|
|
|
165
|
|
|
3.65
|
|
||||||
Commercial construction
|
1,078
|
|
|
35
|
|
|
3.28
|
|
|
701
|
|
|
24
|
|
|
3.46
|
|
|
816
|
|
|
31
|
|
|
3.79
|
|
||||||
Residential mortgages - guaranteed
|
1,890
|
|
|
70
|
|
|
3.68
|
|
|
3,708
|
|
|
106
|
|
|
2.85
|
|
|
5,589
|
|
|
165
|
|
|
2.96
|
|
||||||
Residential mortgages - nonguaranteed
|
23,691
|
|
|
944
|
|
|
3.99
|
|
|
23,007
|
|
|
958
|
|
|
4.17
|
|
|
22,621
|
|
|
1,023
|
|
|
4.52
|
|
||||||
Home equity products
|
14,329
|
|
|
512
|
|
|
3.57
|
|
|
14,474
|
|
|
525
|
|
|
3.63
|
|
|
14,962
|
|
|
551
|
|
|
3.68
|
|
||||||
Residential construction
|
457
|
|
|
21
|
|
|
4.64
|
|
|
549
|
|
|
27
|
|
|
4.91
|
|
|
692
|
|
|
36
|
|
|
5.17
|
|
||||||
Guaranteed student loans
|
5,375
|
|
|
197
|
|
|
3.66
|
|
|
5,426
|
|
|
207
|
|
|
3.82
|
|
|
6,863
|
|
|
265
|
|
|
3.87
|
|
||||||
Other consumer direct
|
3,635
|
|
|
153
|
|
|
4.22
|
|
|
2,535
|
|
|
111
|
|
|
4.37
|
|
|
2,226
|
|
|
97
|
|
|
4.34
|
|
||||||
Indirect
|
11,459
|
|
|
366
|
|
|
3.19
|
|
|
11,072
|
|
|
377
|
|
|
3.41
|
|
|
10,468
|
|
|
403
|
|
|
3.85
|
|
||||||
Credit cards
|
772
|
|
|
75
|
|
|
9.64
|
|
|
646
|
|
|
62
|
|
|
9.66
|
|
|
567
|
|
|
57
|
|
|
10.06
|
|
||||||
Nonaccrual
3
|
857
|
|
|
22
|
|
|
2.59
|
|
|
1,238
|
|
|
33
|
|
|
2.63
|
|
|
2,344
|
|
|
31
|
|
|
1.32
|
|
||||||
Total loans - FTE
|
130,874
|
|
|
4,756
|
|
|
3.63
|
|
|
122,657
|
|
|
4,757
|
|
|
3.88
|
|
|
122,893
|
|
|
5,153
|
|
|
4.19
|
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
23,779
|
|
|
603
|
|
|
2.54
|
|
|
22,383
|
|
|
569
|
|
|
2.54
|
|
|
21,875
|
|
|
640
|
|
|
2.93
|
|
||||||
Tax-exempt - FTE
2
|
245
|
|
|
13
|
|
|
5.26
|
|
|
258
|
|
|
13
|
|
|
5.18
|
|
|
368
|
|
|
20
|
|
|
5.33
|
|
||||||
Total securities AFS - FTE
|
24,024
|
|
|
616
|
|
|
2.56
|
|
|
22,641
|
|
|
582
|
|
|
2.57
|
|
|
22,243
|
|
|
660
|
|
|
2.97
|
|
||||||
Fed funds sold and securities borrowed or purchased
under agreements to resell
|
1,067
|
|
|
—
|
|
|
—
|
|
|
1,024
|
|
|
—
|
|
|
0.02
|
|
|
897
|
|
|
—
|
|
|
0.04
|
|
||||||
LHFS
|
2,085
|
|
|
78
|
|
|
3.75
|
|
|
3,096
|
|
|
107
|
|
|
3.44
|
|
|
3,267
|
|
|
112
|
|
|
3.41
|
|
||||||
Interest-bearing deposits
|
31
|
|
|
—
|
|
|
0.08
|
|
|
21
|
|
|
—
|
|
|
0.09
|
|
|
22
|
|
|
—
|
|
|
0.21
|
|
||||||
Interest earning trading assets
|
4,108
|
|
|
76
|
|
|
1.86
|
|
|
4,289
|
|
|
69
|
|
|
1.61
|
|
|
4,157
|
|
|
65
|
|
|
1.55
|
|
||||||
Total earning assets
|
162,189
|
|
|
5,526
|
|
|
3.41
|
|
|
153,728
|
|
|
5,515
|
|
|
3.59
|
|
|
153,479
|
|
|
5,990
|
|
|
3.90
|
|
||||||
ALLL
|
(1,995
|
)
|
|
|
|
|
|
(2,121
|
)
|
|
|
|
|
|
(2,295
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
5,773
|
|
|
|
|
|
|
4,530
|
|
|
|
|
|
|
5,482
|
|
|
|
|
|
||||||||||||
Other assets
|
14,674
|
|
|
|
|
|
|
14,287
|
|
|
|
|
|
|
14,854
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets and derivatives
|
1,255
|
|
|
|
|
|
|
1,660
|
|
|
|
|
|
|
2,184
|
|
|
|
|
|
||||||||||||
Unrealized gains on securities available for sale, net
|
280
|
|
|
|
|
|
|
413
|
|
|
|
|
|
|
2,430
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$182,176
|
|
|
|
|
|
|
|
$172,497
|
|
|
|
|
|
|
|
$176,134
|
|
|
|
|
|
|||||||||
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
$28,879
|
|
|
|
$22
|
|
|
0.08
|
%
|
|
|
$26,083
|
|
|
|
$17
|
|
|
0.07
|
%
|
|
|
$22,155
|
|
|
|
$23
|
|
|
0.09
|
%
|
Money market accounts
|
44,813
|
|
|
66
|
|
|
0.15
|
|
|
42,655
|
|
|
54
|
|
|
0.13
|
|
|
42,101
|
|
|
88
|
|
|
0.21
|
|
||||||
Savings
|
6,076
|
|
|
2
|
|
|
0.04
|
|
|
5,740
|
|
|
3
|
|
|
0.05
|
|
|
5,113
|
|
|
5
|
|
|
0.10
|
|
||||||
Consumer time
|
7,539
|
|
|
66
|
|
|
0.88
|
|
|
9,018
|
|
|
102
|
|
|
1.13
|
|
|
10,597
|
|
|
145
|
|
|
1.37
|
|
||||||
Other time
|
4,294
|
|
|
46
|
|
|
1.06
|
|
|
4,937
|
|
|
64
|
|
|
1.29
|
|
|
5,954
|
|
|
91
|
|
|
1.52
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
91,601
|
|
|
202
|
|
|
0.22
|
|
|
88,433
|
|
|
240
|
|
|
0.27
|
|
|
88,920
|
|
|
352
|
|
|
0.40
|
|
||||||
Brokered time deposits
|
1,584
|
|
|
33
|
|
|
2.08
|
|
|
2,030
|
|
|
51
|
|
|
2.49
|
|
|
2,204
|
|
|
77
|
|
|
3.42
|
|
||||||
Foreign deposits
|
146
|
|
|
—
|
|
|
0.12
|
|
|
35
|
|
|
—
|
|
|
0.13
|
|
|
51
|
|
|
—
|
|
|
0.17
|
|
||||||
Total interest-bearing deposits
|
93,331
|
|
|
235
|
|
|
0.25
|
|
|
90,498
|
|
|
291
|
|
|
0.32
|
|
|
91,175
|
|
|
429
|
|
|
0.47
|
|
||||||
Funds purchased
|
931
|
|
|
1
|
|
|
0.09
|
|
|
639
|
|
|
1
|
|
|
0.10
|
|
|
798
|
|
|
1
|
|
|
0.11
|
|
||||||
Securities sold under agreements to repurchase
|
2,202
|
|
|
3
|
|
|
0.14
|
|
|
1,857
|
|
|
3
|
|
|
0.14
|
|
|
1,602
|
|
|
3
|
|
|
0.18
|
|
||||||
Interest-bearing trading liabilities
|
806
|
|
|
21
|
|
|
2.65
|
|
|
705
|
|
|
17
|
|
|
2.45
|
|
|
676
|
|
|
15
|
|
|
2.24
|
|
||||||
Other short-term borrowings
|
6,135
|
|
|
14
|
|
|
0.23
|
|
|
4,953
|
|
|
13
|
|
|
0.26
|
|
|
6,952
|
|
|
18
|
|
|
0.27
|
|
||||||
Long-term debt
|
12,359
|
|
|
270
|
|
|
2.19
|
|
|
9,872
|
|
|
210
|
|
|
2.12
|
|
|
11,806
|
|
|
299
|
|
|
2.53
|
|
||||||
Total interest-bearing liabilities
|
115,764
|
|
|
544
|
|
|
0.47
|
|
|
108,524
|
|
|
535
|
|
|
0.49
|
|
|
113,009
|
|
|
765
|
|
|
0.68
|
|
||||||
Noninterest-bearing deposits
|
40,411
|
|
|
|
|
|
|
38,643
|
|
|
|
|
|
|
37,329
|
|
|
|
|
|
||||||||||||
Other liabilities
|
3,473
|
|
|
|
|
|
|
3,602
|
|
|
|
|
|
|
4,348
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities and derivatives
|
358
|
|
|
|
|
|
|
561
|
|
|
|
|
|
|
953
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
22,170
|
|
|
|
|
|
|
21,167
|
|
|
|
|
|
|
20,495
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$182,176
|
|
|
|
|
|
|
|
$172,497
|
|
|
|
|
|
|
|
$176,134
|
|
|
|
|
|
|||||||||
Interest rate spread
|
|
|
|
|
2.94
|
%
|
|
|
|
|
|
3.10
|
%
|
|
|
|
|
|
3.22
|
%
|
||||||||||||
Net interest income - FTE
4
|
|
|
|
$4,982
|
|
|
|
|
|
|
|
$4,980
|
|
|
|
|
|
|
|
$5,225
|
|
|
|
|||||||||
Net interest margin
5
|
|
|
|
|
3.07
|
%
|
|
|
|
|
|
3.24
|
%
|
|
|
|
|
|
3.40
|
%
|
|
|
|
Table 4
|
|
|||
|
|
|
|
||||
|
Ending Notional
Balance of Swaps
(in billions)
|
|
Estimated Net Interest Income Related to Swaps (in millions)
1
|
||||
First Quarter 2015
|
|
$14.0
|
|
|
|
$52
|
|
Second Quarter 2015
|
15.5
|
|
|
52
|
|
||
Third Quarter 2015
|
15.1
|
|
|
50
|
|
||
Fourth Quarter 2015
|
15.0
|
|
|
49
|
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 5
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Service charges on deposit accounts
|
|
$645
|
|
|
|
$657
|
|
|
|
$676
|
|
Other charges and fees
|
368
|
|
|
369
|
|
|
402
|
|
|||
Card fees
|
320
|
|
|
310
|
|
|
316
|
|
|||
Trust and investment management income
|
423
|
|
|
518
|
|
|
512
|
|
|||
Retail investment services
|
297
|
|
|
267
|
|
|
241
|
|
|||
Investment banking income
|
404
|
|
|
356
|
|
|
342
|
|
|||
Trading income
|
182
|
|
|
182
|
|
|
211
|
|
|||
Mortgage production related income
|
201
|
|
|
314
|
|
|
343
|
|
|||
Mortgage servicing related income
|
196
|
|
|
87
|
|
|
260
|
|
|||
Gain on sale of subsidiary
|
105
|
|
|
—
|
|
|
—
|
|
|||
Net securities (losses)/gains
|
(15
|
)
|
|
2
|
|
|
1,974
|
|
|||
Other noninterest income
|
197
|
|
|
152
|
|
|
96
|
|
|||
Total noninterest income
|
|
$3,323
|
|
|
|
$3,214
|
|
|
|
$5,373
|
|
|
|
|
|
|
|
||||||
Adjusted noninterest income
1
|
|
$3,218
|
|
|
|
$3,277
|
|
|
|
$3,898
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 6
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Employee compensation
|
|
$2,576
|
|
|
|
$2,488
|
|
|
|
$2,603
|
|
Employee benefits
|
386
|
|
|
413
|
|
|
474
|
|
|||
Personnel expenses
|
2,962
|
|
|
2,901
|
|
|
3,077
|
|
|||
Outside processing and software
|
741
|
|
|
746
|
|
|
710
|
|
|||
Operating losses
|
441
|
|
|
503
|
|
|
277
|
|
|||
Net occupancy expense
|
340
|
|
|
348
|
|
|
359
|
|
|||
Regulatory assessments
|
142
|
|
|
181
|
|
|
233
|
|
|||
Equipment expense
|
169
|
|
|
181
|
|
|
188
|
|
|||
Marketing and customer development
|
134
|
|
|
135
|
|
|
184
|
|
|||
Credit and collection services
|
91
|
|
|
264
|
|
|
239
|
|
|||
Consulting and legal fees
|
72
|
|
|
73
|
|
|
165
|
|
|||
Amortization
|
25
|
|
|
23
|
|
|
46
|
|
|||
Other real estate (income)/expense
|
(4
|
)
|
|
4
|
|
|
140
|
|
|||
Net loss on debt extinguishment
|
—
|
|
|
—
|
|
|
16
|
|
|||
Other noninterest expense
1
|
430
|
|
|
472
|
|
|
650
|
|
|||
Total noninterest expense
|
|
$5,543
|
|
|
|
$5,831
|
|
|
|
$6,284
|
|
|
|
|
|
|
|
|
|
||||
Adjusted noninterest expense
2
|
|
$5,219
|
|
|
|
$5,412
|
|
|
|
$6,150
|
|
Loan Portfolio by Types of Loans
|
|
|
|
|
|
|
|
|
Table 7
|
|
|||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$65,440
|
|
|
|
$57,974
|
|
|
|
$54,048
|
|
|
|
$49,538
|
|
|
|
$44,753
|
|
CRE
|
6,741
|
|
|
5,481
|
|
|
4,127
|
|
|
5,094
|
|
|
6,167
|
|
|||||
Commercial construction
|
1,211
|
|
|
855
|
|
|
713
|
|
|
1,240
|
|
|
2,568
|
|
|||||
Total commercial loans
|
73,392
|
|
|
64,310
|
|
|
58,888
|
|
|
55,872
|
|
|
53,488
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
632
|
|
|
3,416
|
|
|
4,252
|
|
|
6,672
|
|
|
4,520
|
|
|||||
Residential mortgages - nonguaranteed
1
|
23,443
|
|
|
24,412
|
|
|
23,389
|
|
|
23,243
|
|
|
23,959
|
|
|||||
Home equity products
|
14,264
|
|
|
14,809
|
|
|
14,805
|
|
|
15,765
|
|
|
16,751
|
|
|||||
Residential construction
|
436
|
|
|
553
|
|
|
753
|
|
|
980
|
|
|
1,291
|
|
|||||
Total residential loans
|
38,775
|
|
|
43,190
|
|
|
43,199
|
|
|
46,660
|
|
|
46,521
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
4,827
|
|
|
5,545
|
|
|
5,357
|
|
|
7,199
|
|
|
4,260
|
|
|||||
Other direct
|
4,573
|
|
|
2,829
|
|
|
2,396
|
|
|
2,059
|
|
|
1,722
|
|
|||||
Indirect
|
10,644
|
|
|
11,272
|
|
|
10,998
|
|
|
10,165
|
|
|
9,499
|
|
|||||
Credit cards
|
901
|
|
|
731
|
|
|
632
|
|
|
540
|
|
|
485
|
|
|||||
Total consumer loans
|
20,945
|
|
|
20,377
|
|
|
19,383
|
|
|
19,963
|
|
|
15,966
|
|
|||||
LHFI
|
|
$133,112
|
|
|
|
$127,877
|
|
|
|
$121,470
|
|
|
|
$122,495
|
|
|
|
$115,975
|
|
LHFS
2
|
|
$3,232
|
|
|
|
$1,699
|
|
|
|
$3,399
|
|
|
|
$2,353
|
|
|
|
$3,501
|
|
|
|
|
|
|
|
|
|
||||||||
Selected Loan Maturity Data
|
|
|
|
|
|
|
Table 8
|
|
|||||||
(Dollars in millions)
|
At December 31, 2014
|
||||||||||||||
Total
|
|
1 year or less
|
|
1-5 years
|
|
After 5 years
|
|||||||||
|
|
|
|||||||||||||
Loan Maturity
|
|
|
|
|
|
|
|
||||||||
C&I and CRE
1
|
|
$66,863
|
|
|
|
$19,905
|
|
|
|
$40,953
|
|
|
|
$6,005
|
|
Commercial construction
|
1,211
|
|
|
191
|
|
|
944
|
|
|
76
|
|
||||
Total
|
|
$68,074
|
|
|
|
$20,096
|
|
|
|
$41,897
|
|
|
|
$6,081
|
|
Interest Rate Sensitivity:
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$4,872
|
|
|
|
$3,172
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
37,025
|
|
|
2,909
|
|
||||||
Total
|
|
|
|
|
|
$41,897
|
|
|
|
$6,081
|
|
|
|
|
|
|
|
|
|
||||||
Funded Exposures by Selected Industries
|
|
|
|
|
|
|
Table 9
|
|
|||||
|
2014
|
|
2013
|
||||||||||
(Dollars in millions)
|
Commercial loans
|
|
% of total commercial
|
|
Commercial loans
|
|
% of total commercial
|
||||||
Real Estate
|
|
$11,343
|
|
|
15
|
%
|
|
|
$8,500
|
|
|
13
|
%
|
Diversified Financials and Insurance
|
9,018
|
|
|
12
|
|
|
7,249
|
|
|
11
|
|
||
Consumer Products and Services
|
8,822
|
|
|
12
|
|
|
8,152
|
|
|
13
|
|
||
Health Care & Pharmaceuticals
|
6,329
|
|
|
9
|
|
|
5,995
|
|
|
9
|
|
||
Automotive
|
5,638
|
|
|
8
|
|
|
4,604
|
|
|
7
|
|
||
Energy and Utilities
|
5,393
|
|
|
7
|
|
|
3,971
|
|
|
6
|
|
||
Government
|
4,457
|
|
|
6
|
|
|
5,036
|
|
|
8
|
|
||
Retailing
|
4,132
|
|
|
6
|
|
|
3,715
|
|
|
6
|
|
||
Diversified Commercial Services and Supplies
|
3,759
|
|
|
5
|
|
|
3,460
|
|
|
5
|
|
||
Capital Goods
|
3,338
|
|
|
4
|
|
|
3,057
|
|
|
5
|
|
||
Media & Telecommunication Services
|
2,681
|
|
|
4
|
|
|
2,494
|
|
|
4
|
|
||
Transportation
|
2,317
|
|
|
3
|
|
|
1,896
|
|
|
3
|
|
||
Technology (Hardware & Software)
|
1,967
|
|
|
3
|
|
|
1,226
|
|
|
2
|
|
||
Religious Organizations/Non-Profits
|
1,959
|
|
|
3
|
|
|
1,899
|
|
|
3
|
|
||
Materials
|
1,934
|
|
|
3
|
|
|
1,860
|
|
|
3
|
|
||
Other Industries
|
305
|
|
|
—
|
|
|
1,196
|
|
|
2
|
|
||
Total commercial loans
|
|
$73,392
|
|
|
100
|
%
|
|
|
$64,310
|
|
|
100
|
%
|
Loan Types by Geography
|
|
|
|
|
|
|
|
|
|
Table 10
|
|
|||||||||
|
December 31, 2014
|
|||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|||||||||||||||
(Dollars in millions)
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|
Loans
|
|
% of total
|
|||||||||
Geography:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
$12,333
|
|
|
17
|
%
|
|
|
$10,152
|
|
|
26
|
%
|
|
|
$3,651
|
|
|
17
|
%
|
Georgia
|
9,221
|
|
|
13
|
|
|
5,955
|
|
|
15
|
|
|
1,579
|
|
|
8
|
|
|||
Virginia
|
7,191
|
|
|
10
|
|
|
5,721
|
|
|
15
|
|
|
1,479
|
|
|
7
|
|
|||
Tennessee
|
4,728
|
|
|
6
|
|
|
2,237
|
|
|
6
|
|
|
749
|
|
|
4
|
|
|||
North Carolina
|
3,733
|
|
|
5
|
|
|
3,623
|
|
|
9
|
|
|
1,366
|
|
|
7
|
|
|||
Maryland
|
3,903
|
|
|
5
|
|
|
3,952
|
|
|
10
|
|
|
1,304
|
|
|
6
|
|
|||
South Carolina
|
1,441
|
|
|
2
|
|
|
1,855
|
|
|
5
|
|
|
431
|
|
|
2
|
|
|||
District of Columbia
|
1,313
|
|
|
2
|
|
|
703
|
|
|
2
|
|
|
92
|
|
|
—
|
|
|||
Total banking region
|
43,863
|
|
|
60
|
|
|
34,198
|
|
|
88
|
|
|
10,651
|
|
|
51
|
|
|||
California, Illinois, Pennsylvania,
Texas, New Jersey, New York
|
15,926
|
|
|
22
|
|
|
2,630
|
|
|
7
|
|
|
5,367
|
|
|
26
|
|
|||
All other states
|
13,603
|
|
|
18
|
|
|
1,947
|
|
|
5
|
|
|
4,927
|
|
|
23
|
|
|||
Total outside banking region
|
29,529
|
|
|
40
|
|
|
4,577
|
|
|
12
|
|
|
10,294
|
|
|
49
|
|
|||
Total
|
|
$73,392
|
|
|
100
|
%
|
|
|
$38,775
|
|
|
100
|
%
|
|
|
$20,945
|
|
|
100
|
%
|
|
December 31, 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
|
%
|
Summary of Credit Losses Experience
|
|
|
|
|
|
|
|
|
Table 11
|
|
|||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
|
|
$3,235
|
|
Allowance recorded upon VIE consolidation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Provision/(benefit) for unfunded commitments
|
4
|
|
|
5
|
|
|
(3
|
)
|
|
(10
|
)
|
|
(57
|
)
|
|||||
Provision for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
111
|
|
|
197
|
|
|
241
|
|
|
324
|
|
|
938
|
|
|||||
Residential loans
|
126
|
|
|
243
|
|
|
1,062
|
|
|
1,113
|
|
|
1,622
|
|
|||||
Consumer loans
|
101
|
|
|
108
|
|
|
95
|
|
|
86
|
|
|
148
|
|
|||||
Total provision for loan losses
|
338
|
|
|
548
|
|
|
1,398
|
|
|
1,523
|
|
|
2,708
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
(128
|
)
|
|
(219
|
)
|
|
(457
|
)
|
|
(803
|
)
|
|
(1,087
|
)
|
|||||
Residential loans
|
(344
|
)
|
|
(531
|
)
|
|
(1,316
|
)
|
|
(1,275
|
)
|
|
(1,736
|
)
|
|||||
Consumer loans
|
(135
|
)
|
|
(119
|
)
|
|
(134
|
)
|
|
(163
|
)
|
|
(195
|
)
|
|||||
Total charge-offs
|
(607
|
)
|
|
(869
|
)
|
|
(1,907
|
)
|
|
(2,241
|
)
|
|
(3,018
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
57
|
|
|
66
|
|
|
154
|
|
|
140
|
|
|
99
|
|
|||||
Residential loans
|
65
|
|
|
87
|
|
|
31
|
|
|
18
|
|
|
20
|
|
|||||
Consumer loans
|
40
|
|
|
38
|
|
|
41
|
|
|
43
|
|
|
44
|
|
|||||
Total recoveries
|
162
|
|
|
191
|
|
|
226
|
|
|
201
|
|
|
163
|
|
|||||
Net charge-offs
|
(445
|
)
|
|
(678
|
)
|
|
(1,681
|
)
|
|
(2,040
|
)
|
|
(2,855
|
)
|
|||||
Balance - end of period
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$1,937
|
|
|
|
$2,044
|
|
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
Unfunded commitments reserve
1
|
54
|
|
|
50
|
|
|
45
|
|
|
48
|
|
|
58
|
|
|||||
Allowance for credit losses
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
|
|
$3,032
|
|
Average loans
|
|
$130,874
|
|
|
|
$122,657
|
|
|
|
$122,893
|
|
|
|
$116,308
|
|
|
|
$113,925
|
|
Period-end loans outstanding
|
133,112
|
|
|
127,877
|
|
|
121,470
|
|
|
122,495
|
|
|
115,975
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end loans
2,3
|
1.46
|
%
|
|
1.60
|
%
|
|
1.80
|
%
|
|
2.01
|
%
|
|
2.58
|
%
|
|||||
ALLL to NPLs
4
|
307
|
|
|
212
|
|
|
142
|
|
|
85
|
|
|
73
|
|
|||||
ALLL to net charge-offs
|
4.35x
|
|
|
3.01x
|
|
|
1.29x
|
|
|
1.20x
|
|
|
1.04x
|
|
|||||
Net charge-offs to average loans
|
0.34
|
%
|
|
0.55
|
%
|
|
1.37
|
%
|
|
1.75
|
%
|
|
2.51
|
%
|
Allowance for Loan and Lease Losses by Loan Segment
|
|
|
|
|
|
|
|
Table 12
|
|
||||||||||
|
December 31
|
||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$986
|
|
|
|
$946
|
|
|
|
$902
|
|
|
|
$964
|
|
|
|
$1,303
|
|
Residential loans
|
777
|
|
|
930
|
|
|
1,131
|
|
|
1,354
|
|
|
1,498
|
|
|||||
Consumer loans
|
174
|
|
|
168
|
|
|
141
|
|
|
139
|
|
|
173
|
|
|||||
Total
|
|
$1,937
|
|
|
|
$2,044
|
|
|
|
$2,174
|
|
|
|
$2,457
|
|
|
|
$2,974
|
|
Segment ALLL as a % of total ALLL:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
51
|
%
|
|
46
|
%
|
|
41
|
%
|
|
39
|
%
|
|
44
|
%
|
|||||
Residential loans
|
40
|
|
|
46
|
|
|
52
|
|
|
55
|
|
|
50
|
|
|||||
Consumer loans
|
9
|
|
|
8
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||
Loan segment as a % of total loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
55
|
%
|
|
50
|
%
|
|
48
|
%
|
|
46
|
%
|
|
46
|
%
|
|||||
Residential loans
|
29
|
|
|
34
|
|
|
36
|
|
|
38
|
|
|
40
|
|
|||||
Consumer loans
|
16
|
|
|
16
|
|
|
16
|
|
|
16
|
|
|
14
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
Table 13
|
|
|||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$151
|
|
|
|
$196
|
|
|
|
$194
|
|
|
|
$348
|
|
|
|
$584
|
|
CRE
|
21
|
|
|
39
|
|
|
66
|
|
|
288
|
|
|
342
|
|
|||||
Commercial construction
|
1
|
|
|
12
|
|
|
34
|
|
|
290
|
|
|
961
|
|
|||||
Total commercial NPLs
|
173
|
|
|
247
|
|
|
294
|
|
|
926
|
|
|
1,887
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
254
|
|
|
441
|
|
|
775
|
|
|
1,392
|
|
|
1,543
|
|
|||||
Home equity products
|
174
|
|
|
210
|
|
|
341
|
|
|
338
|
|
|
355
|
|
|||||
Residential construction
|
27
|
|
|
61
|
|
|
112
|
|
|
220
|
|
|
290
|
|
|||||
Total residential NPLs
|
455
|
|
|
712
|
|
|
1,228
|
|
|
1,950
|
|
|
2,188
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other direct
|
6
|
|
|
5
|
|
|
6
|
|
|
7
|
|
|
10
|
|
|||||
Indirect
|
—
|
|
|
7
|
|
|
19
|
|
|
20
|
|
|
25
|
|
|||||
Total consumer NPLs
|
6
|
|
|
12
|
|
|
25
|
|
|
27
|
|
|
35
|
|
|||||
Total nonaccrual/NPLs
|
634
|
|
|
971
|
|
|
1,547
|
|
|
2,903
|
|
|
4,110
|
|
|||||
OREO
1
|
99
|
|
|
170
|
|
|
264
|
|
|
479
|
|
|
596
|
|
|||||
Other repossessed assets
|
9
|
|
|
7
|
|
|
9
|
|
|
10
|
|
|
52
|
|
|||||
Nonperforming LHFS
|
38
|
|
|
17
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|||||
Total NPAs
|
|
$780
|
|
|
|
$1,165
|
|
|
|
$1,857
|
|
|
|
$3,392
|
|
|
|
$4,758
|
|
Accruing loans past due 90 days or more
|
|
$1,057
|
|
|
|
$1,228
|
|
|
|
$782
|
|
|
|
$2,028
|
|
|
|
$1,565
|
|
Accruing LHFS past due 90 days or more
|
1
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|||||
TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,592
|
|
|
|
$2,749
|
|
|
|
$2,501
|
|
|
|
$2,820
|
|
|
|
$2,613
|
|
Nonaccruing restructured loans
2
|
273
|
|
|
391
|
|
|
639
|
|
|
802
|
|
|
1,005
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to period-end loans
|
0.48
|
%
|
|
0.76
|
%
|
|
1.27
|
%
|
|
2.37
|
%
|
|
3.54
|
%
|
|||||
NPAs to period-end loans, OREO, other repossessed assets, and nonperforming LHFS
|
0.59
|
|
|
0.91
|
|
|
1.52
|
|
|
2.76
|
|
|
4.08
|
|
Selected Residential TDR Data
|
|
|
|
|
|
|
|
|
|
|
Table 14
|
|
|||||||||||
|
December 31, 2014
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Rate reduction
|
|
$784
|
|
|
|
$69
|
|
|
|
$853
|
|
|
|
$16
|
|
|
|
$40
|
|
|
|
$56
|
|
Term extension
|
13
|
|
|
4
|
|
|
17
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Rate reduction and term extension
|
1,251
|
|
|
103
|
|
|
1,354
|
|
|
30
|
|
|
68
|
|
|
98
|
|
||||||
Other
2
|
173
|
|
|
11
|
|
|
184
|
|
|
12
|
|
|
26
|
|
|
38
|
|
||||||
Total
|
|
$2,221
|
|
|
|
$187
|
|
|
|
$2,408
|
|
|
|
$59
|
|
|
|
$135
|
|
|
|
$194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
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
|
|
Trading Assets and Liabilities and Derivatives
|
|
Table 15
|
|
||||
|
December 31
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Trading Assets and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$267
|
|
|
|
$219
|
|
Federal agency securities
|
547
|
|
|
426
|
|
||
U.S. states and political subdivisions
|
42
|
|
|
65
|
|
||
MBS - agency
|
545
|
|
|
323
|
|
||
CDO/CLO securities
|
3
|
|
|
57
|
|
||
ABS
|
—
|
|
|
6
|
|
||
Corporate and other debt securities
|
509
|
|
|
534
|
|
||
CP
|
327
|
|
|
29
|
|
||
Equity securities
|
45
|
|
|
109
|
|
||
Derivatives
1
|
1,307
|
|
|
1,384
|
|
||
Trading loans
2
|
2,610
|
|
|
1,888
|
|
||
Total trading assets and derivatives
|
|
$6,202
|
|
|
|
$5,040
|
|
Trading Liabilities and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$485
|
|
|
|
$472
|
|
MBS - agency
|
1
|
|
|
—
|
|
||
Corporate and other debt securities
|
279
|
|
|
179
|
|
||
Equity securities
|
—
|
|
|
5
|
|
||
Derivatives
1
|
462
|
|
|
525
|
|
||
Total trading liabilities and derivatives
|
|
$1,227
|
|
|
|
$1,181
|
|
Securities Available for Sale
|
|
|
|
|
|
|
Table 16
|
|
|||||||
|
December 31, 2014
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$1,913
|
|
|
|
$9
|
|
|
|
$1
|
|
|
|
$1,921
|
|
Federal agency securities
|
471
|
|
|
15
|
|
|
2
|
|
|
484
|
|
||||
U.S. states and political subdivisions
|
200
|
|
|
9
|
|
|
—
|
|
|
209
|
|
||||
MBS - agency
|
22,573
|
|
|
558
|
|
|
83
|
|
|
23,048
|
|
||||
MBS - private
|
122
|
|
|
2
|
|
|
1
|
|
|
123
|
|
||||
ABS
|
19
|
|
|
2
|
|
|
—
|
|
|
21
|
|
||||
Corporate and other debt securities
|
38
|
|
|
3
|
|
|
—
|
|
|
41
|
|
||||
Other equity securities
1
|
921
|
|
|
2
|
|
|
—
|
|
|
923
|
|
||||
Total securities AFS
|
|
$26,257
|
|
|
|
$600
|
|
|
|
$87
|
|
|
|
$26,770
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Maturity Distribution of Securities Available for Sale
|
|
|
|
|
|
Table 17
|
|
|||||||||||||
|
|
December 31, 2014
|
||||||||||||||||||
(Dollars in millions)
|
|
1 Year
or Less
|
|
1-5
Years
|
|
5-10
Years
|
|
After 10
Years
|
|
Total
|
||||||||||
Amortized Cost
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$200
|
|
|
|
$1,217
|
|
|
|
$496
|
|
|
|
$—
|
|
|
|
$1,913
|
|
Federal agency securities
|
|
64
|
|
|
234
|
|
|
36
|
|
|
137
|
|
|
471
|
|
|||||
U.S. states and political subdivisions
|
|
43
|
|
|
34
|
|
|
101
|
|
|
22
|
|
|
200
|
|
|||||
MBS - agency
|
|
2,550
|
|
|
8,992
|
|
|
7,106
|
|
|
3,925
|
|
|
22,573
|
|
|||||
MBS - private
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||
ABS
|
|
14
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|||||
Corporate and other debt securities
|
|
5
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Total debt securities
|
|
|
$2,876
|
|
|
|
$10,635
|
|
|
|
$7,741
|
|
|
|
$4,084
|
|
|
|
$25,336
|
|
Fair Value
1
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
|
$203
|
|
|
|
$1,221
|
|
|
|
$497
|
|
|
|
$—
|
|
|
|
$1,921
|
|
Federal agency securities
|
|
64
|
|
|
244
|
|
|
38
|
|
|
138
|
|
|
484
|
|
|||||
U.S. states and political subdivisions
|
|
43
|
|
|
36
|
|
|
106
|
|
|
24
|
|
|
209
|
|
|||||
MBS - agency
|
|
2,704
|
|
|
9,202
|
|
|
7,219
|
|
|
3,923
|
|
|
23,048
|
|
|||||
MBS - private
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
ABS
|
|
14
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
21
|
|
|||||
Corporate and other debt securities
|
|
5
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Total debt securities
|
|
|
$3,033
|
|
|
|
$10,867
|
|
|
|
$7,862
|
|
|
|
$4,085
|
|
|
|
$25,847
|
|
Weighted average yield (FTE)
2
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
1.98
|
%
|
|
1.59
|
%
|
|
1.99
|
%
|
|
—
|
%
|
|
1.73
|
%
|
|||||
Federal agency securities
|
|
4.38
|
|
|
3.32
|
|
|
3.11
|
|
|
2.86
|
|
|
3.31
|
|
|||||
U.S. states and political subdivisions
|
|
6.41
|
|
|
6.19
|
|
|
4.93
|
|
|
5.89
|
|
|
5.57
|
|
|||||
MBS - agency
|
|
2.26
|
|
|
2.36
|
|
|
2.80
|
|
|
2.88
|
|
|
2.58
|
|
|||||
MBS - private
|
|
—
|
|
|
9.64
|
|
|
—
|
|
|
—
|
|
|
9.64
|
|
|||||
ABS
|
|
0.76
|
|
|
39.38
|
|
|
7.28
|
|
|
—
|
|
|
7.99
|
|
|||||
Corporate and other debt securities
|
|
1.42
|
|
|
4.00
|
|
|
—
|
|
|
—
|
|
|
3.66
|
|
|||||
Total debt securities
|
|
2.34
|
%
|
|
2.40
|
%
|
|
2.78
|
%
|
|
2.90
|
%
|
|
2.59
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
|
|
Table 18
|
|
||||||||
|
Year Ended December 31
|
|
Percent of Total
|
|||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Noninterest-bearing
|
|
$40,411
|
|
|
|
$38,643
|
|
|
|
$37,329
|
|
|
30
|
%
|
|
30
|
%
|
|
29
|
%
|
NOW accounts
|
28,879
|
|
|
26,083
|
|
|
25,155
|
|
|
22
|
|
|
20
|
|
|
20
|
|
|||
Money market accounts
|
44,813
|
|
|
42,655
|
|
|
42,101
|
|
|
33
|
|
|
33
|
|
|
33
|
|
|||
Savings
|
6,076
|
|
|
5,740
|
|
|
5,113
|
|
|
5
|
|
|
4
|
|
|
4
|
|
|||
Consumer time
|
7,539
|
|
|
9,018
|
|
|
10,597
|
|
|
6
|
|
|
7
|
|
|
8
|
|
|||
Other time
|
4,294
|
|
|
4,937
|
|
|
5,954
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|||
Total consumer and commercial deposits
|
132,012
|
|
|
127,076
|
|
|
126,249
|
|
|
99
|
|
|
98
|
|
|
98
|
|
|||
Brokered time deposits
|
1,584
|
|
|
2,030
|
|
|
2,204
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|||
Foreign deposits
|
146
|
|
|
35
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
$133,742
|
|
|
|
$129,141
|
|
|
|
$128,504
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Maturity of Consumer Time and Other Time Deposits in Amounts of $100,000 or More
|
|
Table 19
|
|
||||||||||||
|
At December 31, 2014
|
||||||||||||||
(Dollars in millions)
|
Consumer
Time
|
|
Brokered
Time
|
|
Foreign
Time
|
|
Total
|
||||||||
Months to Maturity:
|
|
|
|
|
|
|
|
||||||||
3 or less
|
|
$952
|
|
|
|
$103
|
|
|
|
$375
|
|
|
|
$1,430
|
|
Over 3 through 6
|
560
|
|
|
44
|
|
|
—
|
|
|
604
|
|
||||
Over 6 through 12
|
610
|
|
|
16
|
|
|
—
|
|
|
626
|
|
||||
Over 12
|
1,871
|
|
|
795
|
|
|
—
|
|
|
2,666
|
|
||||
Total
|
|
$3,993
|
|
|
|
$958
|
|
|
|
$375
|
|
|
|
$5,326
|
|
BORROWINGS
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Short-Term Borrowings
|
|
|
|
|
|
|
|
Table 20
|
|
||||||||
|
December 31, 2014
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
Balance
|
|
Rate
|
|
Daily Average
|
|
Maximum
Outstanding at
any Month-End
|
||||||||||
(Dollars in millions)
|
|
Balance
|
|
Rate
|
|
||||||||||||
Funds purchased
1
|
|
$1,276
|
|
|
0.06
|
%
|
|
|
$931
|
|
|
0.09
|
%
|
|
|
$1,375
|
|
Securities sold under agreements to repurchase
1
|
2,276
|
|
|
0.22
|
|
|
2,202
|
|
|
0.14
|
|
|
2,323
|
|
|||
Other short-term borrowings
|
5,634
|
|
|
0.21
|
|
|
6,135
|
|
|
0.23
|
|
|
7,283
|
|
|||
Total
|
|
$9,186
|
|
|
|
|
|
$9,268
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|||
Total
|
|
$8,739
|
|
|
|
|
|
$7,449
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|||
Total
|
|
$5,494
|
|
|
|
|
|
$9,352
|
|
|
|
|
|
|
|
|
Table 21
|
|
|||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Parent Company Only:
|
|
|
|
||||
Senior, fixed rate
|
|
$3,630
|
|
|
|
$3,001
|
|
Senior, variable rate
|
358
|
|
|
283
|
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
||
Junior subordinated, variable rate
|
627
|
|
|
627
|
|
||
Total Parent Company debt
|
4,815
|
|
|
4,111
|
|
||
Subsidiaries:
|
|
|
|
||||
Senior, fixed rate
|
5,682
|
|
|
1,006
|
|
||
Senior, variable rate
1
|
742
|
|
|
3,783
|
|
||
Subordinated, fixed rate
2
|
1,283
|
|
|
1,300
|
|
||
Subordinated, variable rate
|
500
|
|
|
500
|
|
||
Total subsidiaries debt
|
8,207
|
|
|
6,589
|
|
||
Total long-term debt
|
|
$13,022
|
|
|
|
$10,700
|
|
Regulatory Capital Ratios
|
|
|
Table 22
|
|
|||||||
|
December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Tier 1 capital
|
|
$17,554
|
|
|
|
$16,073
|
|
|
|
$14,975
|
|
Total capital
|
20,338
|
|
|
19,052
|
|
|
18,131
|
|
|||
RWA
|
162,516
|
|
|
148,746
|
|
|
134,524
|
|
|||
Average total assets for leverage ratio
|
182,186
|
|
|
167,848
|
|
|
168,053
|
|
|||
Tier 1 common equity:
|
|
|
|
|
|
||||||
Tier 1 capital
|
|
$17,554
|
|
|
|
$16,073
|
|
|
|
$14,975
|
|
Less:
|
|
|
|
|
|
||||||
Qualifying trust preferred securities
|
627
|
|
|
627
|
|
|
627
|
|
|||
Preferred stock
|
1,225
|
|
|
725
|
|
|
725
|
|
|||
Minority interest
|
108
|
|
|
119
|
|
|
114
|
|
|||
Tier 1 common equity
|
|
$15,594
|
|
|
|
$14,602
|
|
|
|
$13,509
|
|
Risk-based ratios:
|
|
|
|
|
|
||||||
Tier 1 common equity
1
|
9.60
|
%
|
|
9.82
|
%
|
|
10.04
|
%
|
|||
Tier 1 capital
|
10.80
|
|
|
10.81
|
|
|
11.13
|
|
|||
Total capital
|
12.51
|
|
|
12.81
|
|
|
13.48
|
|
|||
Tier 1 leverage ratio
|
9.64
|
|
|
9.58
|
|
|
8.91
|
|
|||
Total shareholders’ equity to assets
|
12.09
|
|
|
12.22
|
|
|
12.10
|
|
Level 3 Assets and Liabilities
|
|
|
Table 23
|
|
|||
|
December 31
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Trading assets and derivatives
1
|
|
$25
|
|
|
|
$72
|
|
Securities AFS
|
946
|
|
|
953
|
|
||
LHFS
|
1
|
|
|
3
|
|
||
LHFI
|
272
|
|
|
302
|
|
||
MSRs
|
1,206
|
|
|
1,300
|
|
||
Total level 3 assets
|
|
$2,450
|
|
|
|
$2,630
|
|
Total assets
|
|
$190,328
|
|
|
|
$175,335
|
|
Total assets measured at fair value on a recurring basis
|
36,342
|
|
|
30,562
|
|
||
Level 3 assets as a percent of total assets
|
1.3
|
%
|
|
1.5
|
%
|
||
Level 3 assets as a percent of total assets measured at fair value on a recurring basis
|
6.7
|
%
|
|
8.6
|
%
|
||
Trading liabilities and derivatives
|
5
|
|
|
4
|
|
||
Other liabilities
|
27
|
|
|
29
|
|
||
Total level 3 liabilities
|
|
$32
|
|
|
|
$33
|
|
Total liabilities
|
|
$167,323
|
|
|
|
$153,913
|
|
Total liabilities measured at fair value on a recurring basis
|
2,537
|
|
|
3,530
|
|
||
Level 3 liabilities as a percent of total liabilities
|
—
|
%
|
|
—
|
%
|
||
Level 3 liabilities as a percent of total liabilities measured at fair value on a recurring basis
|
1.3
|
%
|
|
0.9
|
%
|
||
1
Includes IRLCs.
|
|
|
|
Table 24
|
||
|
2014
|
|
2013
|
|
2012
|
Consumer Banking/Private Wealth Management
|
68%
|
|
56%
|
|
21%
|
Wholesale Banking
|
13%
|
|
14%
|
|
31%
|
•
|
The first line of defense is comprised of all teammates within our business segments, as well as those within Functional units executing select activities. The first line of defense owns and is accountable for the development and execution of business strategies that are aligned with the risk appetite, tolerances, and limits established by the Board of Directors, as well as the associated processes and controls. It is also responsible for accurate and timely identification, management and reporting/escalation of existing and emerging risks.
|
•
|
The second line of defense is comprised of corporate functions, including
CRM
and risk stewards; these units are
|
•
|
The third line of defense is comprised of our assurance functions, i.e., Audit Services and Risk Review, which independently test, verify, and evaluate management controls and provide risk-based advice and counsel to management to help develop and maintain a risk management culture that supports safety, soundness, and business objectives.
|
•
|
CRC
is chaired by the
CRO
and supports the
CRO
in measuring and managing our aggregate risk profile.
|
•
|
ALCO
is chaired by the
CFO
, and provides management and oversight of market, liquidity, and balance sheet-related risks, and has the responsibility to manage those risks in relation to the profitability of the underlying businesses.
|
•
|
CC
is also chaired by the
CFO
and provides management and oversight of our capital actions and our enterprise stress analytics programs that, among other things, support our annual
CCAR
/
DFAST
submissions.
|
•
|
PMC
is chaired by the Wholesale Banking Executive and provides active portfolio management and oversight of balance sheet allocations to ensure that new asset originations, asset sales, and asset purchases meet our risk and business objectives.
PMC
also oversees progress towards long-term balance sheet objectives.
|
•
|
Identify, measure, analyze, manage, and report risk at the transaction, portfolio, and enterprise levels;
|
•
|
Support client facing businesses as they seek to balance risk taking with business and safety and soundness objectives;
|
•
|
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 principles of Client First, One Team, Executional Excellence, and Profitable Growth.
|
•
|
Chief Wholesale Credit Officer and the Chief Retail (Consumer/Mortgage) Credit Officer;
|
•
|
Corporate Market/Liquidity Risk and Enterprise Analytics Officer;
|
•
|
Corporate Operational Risk Officer, who is also responsible for oversight of risk stewards;
|
•
|
Corporate Compliance Officer;
|
•
|
Corporate Model Risk Management Officer; and
|
•
|
Corporate Regulatory Liaison Officer.
|
Market Value of Equity Sensitivity
|
Table 26
|
||
|
|
|
|
|
Estimated % Change in MVE
|
||
|
For the Year Ended December 31
|
||
(Basis points)
|
2014
|
|
2013
|
Rate Change
|
|
|
|
+200
|
(4.2)%
|
|
(8.0)%
|
+100
|
(1.5)%
|
|
(3.8)%
|
-25
|
0.1%
|
|
0.8%
|
Debt Credit Ratings and Outlook
|
|
Table 28
|
|||||
|
December 31, 2014
|
||||||
|
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
|
|
|
A-
|
|
|
BBB+
|
Outlook
|
Stable
|
|
|
Stable
|
|
|
Positive
|
Contingency Liquidity Sources
|
|
Table 29
|
|
||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||
(Dollars in billions)
|
As of
|
|
Average
for the Year Ended ¹ |
|
As of
|
|
Average
for the Year Ended ¹ |
||||||||
Excess reserves
|
|
$4.5
|
|
|
|
$3.5
|
|
|
|
$1.3
|
|
|
|
$1.6
|
|
Free and liquid investment portfolio securities
|
22.2
|
|
|
13.8
|
|
|
10.0
|
|
|
11.5
|
|
||||
FHLB borrowing capacity
|
8.4
|
|
|
13.2
|
|
|
12.3
|
|
|
13.1
|
|
||||
Discount Window borrowing capacity
|
18.4
|
|
|
19.2
|
|
|
20.8
|
|
|
19.5
|
|
||||
Total
|
|
$53.5
|
|
|
|
$49.7
|
|
|
|
$44.4
|
|
|
|
$45.7
|
|
Unfunded Lending Commitments
|
|
Table 30
|
|
||||
(Dollars in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Unused lines of credit:
|
|
|
|
||||
Commercial
|
|
$50,122
|
|
|
|
$43,444
|
|
Mortgage commitments
1
|
3,259
|
|
|
2,722
|
|
||
Home equity lines
|
10,858
|
|
|
11,157
|
|
||
CRE
|
3,302
|
|
|
2,078
|
|
||
Credit card
|
6,675
|
|
|
4,708
|
|
||
Total unused lines of credit
|
|
$74,216
|
|
|
|
$64,109
|
|
Letters of credit:
|
|
|
|
||||
Financial standby
|
|
$2,917
|
|
|
|
$3,256
|
|
Performance standby
|
121
|
|
|
57
|
|
||
Commercial
|
32
|
|
|
28
|
|
||
Total letters of credit
|
|
$3,070
|
|
|
|
$3,341
|
|
|
|
|
|
|
|
|
|
|
Table 31
|
|
|||||||||
|
At December 31, 2014
|
||||||||||||||||||
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Consumer and other time deposits
1
|
|
$5,295
|
|
|
|
$3,843
|
|
|
|
$1,278
|
|
|
|
$458
|
|
|
|
$10,874
|
|
Brokered time deposits
1
|
162
|
|
|
289
|
|
|
296
|
|
|
211
|
|
|
958
|
|
|||||
Foreign deposits
|
375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375
|
|
|||||
Long-term debt
1, 2
|
1,817
|
|
|
6,687
|
|
|
2,205
|
|
|
2,304
|
|
|
13,013
|
|
|||||
Operating leases
|
205
|
|
|
384
|
|
|
194
|
|
|
328
|
|
|
1,111
|
|
|||||
Capital leases
1
|
2
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
9
|
|
|||||
Purchase obligations
3
|
421
|
|
|
38
|
|
|
3
|
|
|
—
|
|
|
462
|
|
|||||
Total
|
|
$8,277
|
|
|
|
$11,244
|
|
|
|
$3,980
|
|
|
|
$3,301
|
|
|
|
$26,802
|
|
Net Income/(Loss) by Segment
|
|
|
|
|
Table 32
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Consumer Banking and Private Wealth Management
|
|
$687
|
|
|
|
$642
|
|
|
|
$349
|
|
Wholesale Banking
|
900
|
|
|
822
|
|
|
719
|
|
|||
Mortgage Banking
|
(56
|
)
|
|
(527
|
)
|
|
(605
|
)
|
|||
|
|
|
|
|
|
||||||
Corporate Other
|
436
|
|
|
519
|
|
|
1,542
|
|
|||
Reconciling Items
1
|
(193
|
)
|
|
(112
|
)
|
|
(47
|
)
|
|||
Total Corporate Other
|
243
|
|
|
407
|
|
|
1,495
|
|
|||
Consolidated net income
|
|
$1,774
|
|
|
|
$1,344
|
|
|
1,958
|
|
|
Average Loans and Deposits by Segment
|
|
|
|
|
|
|
|
|
|
Table 33
|
|
||||||||||||
|
Average Loans
|
|
Average Consumer
and Commercial Deposits
|
||||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
Consumer Banking and Private Wealth Management
|
|
$41,694
|
|
|
|
$40,511
|
|
|
|
$41,822
|
|
|
|
$86,249
|
|
|
|
$84,359
|
|
|
|
$83,903
|
|
Wholesale Banking
|
62,643
|
|
|
54,141
|
|
|
50,742
|
|
|
43,502
|
|
|
39,577
|
|
|
38,712
|
|
||||||
Mortgage Banking
|
26,494
|
|
|
27,974
|
|
|
30,288
|
|
|
2,333
|
|
|
3,206
|
|
|
3,638
|
|
||||||
Corporate Other
|
43
|
|
|
31
|
|
|
41
|
|
|
(72
|
)
|
|
(66
|
)
|
|
(4
|
)
|
|
|
|
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures
|
Table 34
|
|
|||||||||||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Selected Quarterly Financial Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
$1,349
|
|
|
|
$1,353
|
|
|
|
$1,346
|
|
|
|
$1,336
|
|
|
|
$1,343
|
|
|
|
$1,339
|
|
|
|
$1,347
|
|
|
|
$1,359
|
|
Interest expense
|
138
|
|
|
138
|
|
|
137
|
|
|
132
|
|
|
130
|
|
|
131
|
|
|
136
|
|
|
138
|
|
||||||||
Net interest income
|
1,211
|
|
|
1,215
|
|
|
1,209
|
|
|
1,204
|
|
|
1,213
|
|
|
1,208
|
|
|
1,211
|
|
|
1,221
|
|
||||||||
Provision for credit losses
|
74
|
|
|
93
|
|
|
73
|
|
|
102
|
|
|
101
|
|
|
95
|
|
|
146
|
|
|
212
|
|
||||||||
Net interest income after provision for credit losses
|
1,137
|
|
|
1,122
|
|
|
1,136
|
|
|
1,102
|
|
|
1,112
|
|
|
1,113
|
|
|
1,065
|
|
|
1,009
|
|
||||||||
Noninterest income
|
795
|
|
|
780
|
|
|
957
|
|
|
791
|
|
|
814
|
|
|
680
|
|
|
858
|
|
|
863
|
|
||||||||
Noninterest expense
1
|
1,410
|
|
|
1,259
|
|
|
1,517
|
|
|
1,357
|
|
|
1,361
|
|
|
1,730
|
|
|
1,388
|
|
|
1,352
|
|
||||||||
Income before provision/(benefit) for income taxes
|
522
|
|
|
643
|
|
|
576
|
|
|
536
|
|
|
565
|
|
|
63
|
|
|
535
|
|
|
520
|
|
||||||||
Provision/(benefit) for income taxes
1
|
128
|
|
|
67
|
|
|
173
|
|
|
125
|
|
|
138
|
|
|
(133
|
)
|
|
155
|
|
|
162
|
|
||||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
3
|
|
|
6
|
|
||||||||
Net income
|
|
$394
|
|
|
|
$576
|
|
|
|
$399
|
|
|
|
$405
|
|
|
|
$426
|
|
|
|
$189
|
|
|
|
$377
|
|
|
|
$352
|
|
Net income available to common shareholders
|
|
$378
|
|
|
|
$563
|
|
|
|
$387
|
|
|
|
$393
|
|
|
|
$413
|
|
|
|
$179
|
|
|
|
$365
|
|
|
|
$340
|
|
Adjusted net income available to common shareholders
2
|
|
$466
|
|
|
|
$433
|
|
|
|
$436
|
|
|
|
$393
|
|
|
|
$413
|
|
|
|
$358
|
|
|
|
$365
|
|
|
|
$340
|
|
Net interest income - FTE
3
|
|
$1,248
|
|
|
|
$1,251
|
|
|
|
$1,244
|
|
|
|
$1,239
|
|
|
|
$1,247
|
|
|
|
$1,240
|
|
|
|
$1,242
|
|
|
|
$1,251
|
|
Total revenue - FTE
3
|
2,043
|
|
|
2,031
|
|
|
2,201
|
|
|
2,030
|
|
|
2,061
|
|
|
1,920
|
|
|
2,100
|
|
|
2,114
|
|
||||||||
Total adjusted revenue - FTE
2, 3
|
2,043
|
|
|
2,031
|
|
|
2,096
|
|
|
2,030
|
|
|
2,061
|
|
|
1,983
|
|
|
2,100
|
|
|
2,114
|
|
||||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
|
0.72
|
|
|
1.06
|
|
|
0.72
|
|
|
0.73
|
|
|
0.77
|
|
|
0.33
|
|
|
0.68
|
|
|
0.63
|
|
||||||||
Adjusted diluted
2
|
0.88
|
|
|
0.81
|
|
|
0.81
|
|
|
0.73
|
|
|
0.77
|
|
|
0.66
|
|
|
0.68
|
|
|
0.63
|
|
||||||||
Basic
|
0.72
|
|
|
1.07
|
|
|
0.73
|
|
|
0.74
|
|
|
0.78
|
|
|
0.33
|
|
|
0.68
|
|
|
0.64
|
|
||||||||
Dividends paid per average common share
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.10
|
|
|
0.05
|
|
||||||||
Book value per common share
|
41.52
|
|
|
40.85
|
|
|
40.18
|
|
|
39.44
|
|
|
38.61
|
|
|
37.85
|
|
|
37.65
|
|
|
37.89
|
|
||||||||
Tangible book value per common share
4
|
29.82
|
|
|
29.21
|
|
|
28.64
|
|
|
27.82
|
|
|
27.01
|
|
|
26.27
|
|
|
26.08
|
|
|
26.33
|
|
||||||||
Market capitalization
|
21,978
|
|
|
20,055
|
|
|
21,344
|
|
|
21,279
|
|
|
19,734
|
|
|
17,427
|
|
|
17,005
|
|
|
15,563
|
|
||||||||
Market price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
43.06
|
|
|
40.86
|
|
|
40.84
|
|
|
41.26
|
|
|
36.99
|
|
|
36.29
|
|
|
32.84
|
|
|
29.98
|
|
||||||||
Low
|
33.97
|
|
|
36.42
|
|
|
36.82
|
|
|
36.23
|
|
|
31.97
|
|
|
31.59
|
|
|
26.97
|
|
|
26.93
|
|
||||||||
Close
|
41.90
|
|
|
38.03
|
|
|
40.06
|
|
|
39.79
|
|
|
36.81
|
|
|
32.42
|
|
|
31.57
|
|
|
28.81
|
|
||||||||
Selected Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$188,341
|
|
|
|
$183,433
|
|
|
|
$179,820
|
|
|
|
$176,971
|
|
|
|
$173,791
|
|
|
|
$171,838
|
|
|
|
$172,537
|
|
|
|
$171,808
|
|
Earning assets
|
167,227
|
|
|
163,688
|
|
|
160,373
|
|
|
157,343
|
|
|
154,567
|
|
|
154,235
|
|
|
153,495
|
|
|
152,471
|
|
||||||||
Loans
|
133,438
|
|
|
130,747
|
|
|
130,734
|
|
|
128,525
|
|
|
125,649
|
|
|
122,672
|
|
|
121,372
|
|
|
120,882
|
|
||||||||
Consumer and commercial deposits
|
136,892
|
|
|
132,195
|
|
|
130,472
|
|
|
128,396
|
|
|
127,460
|
|
|
126,618
|
|
|
126,579
|
|
|
127,655
|
|
||||||||
Brokered time and foreign deposits
|
1,399
|
|
|
1,624
|
|
|
1,893
|
|
|
2,013
|
|
|
2,010
|
|
|
2,007
|
|
|
2,075
|
|
|
2,170
|
|
||||||||
Intangible assets including MSRs
|
7,623
|
|
|
7,615
|
|
|
7,614
|
|
|
7,666
|
|
|
7,658
|
|
|
7,643
|
|
|
7,455
|
|
|
7,379
|
|
||||||||
MSRs
|
1,272
|
|
|
1,262
|
|
|
1,220
|
|
|
1,265
|
|
|
1,253
|
|
|
1,232
|
|
|
1,039
|
|
|
957
|
|
||||||||
Preferred stock
|
1,024
|
|
|
725
|
|
|
725
|
|
|
725
|
|
|
725
|
|
|
725
|
|
|
725
|
|
|
725
|
|
||||||||
Total shareholders’ equity
|
22,754
|
|
|
22,191
|
|
|
21,994
|
|
|
21,727
|
|
|
21,251
|
|
|
21,027
|
|
|
21,272
|
|
|
21,117
|
|
||||||||
Average common shares - diluted
|
527,959
|
|
|
533,230
|
|
|
535,486
|
|
|
536,992
|
|
|
537,921
|
|
|
538,850
|
|
|
539,763
|
|
|
539,862
|
|
||||||||
Average common shares - basic
|
521,775
|
|
|
527,402
|
|
|
529,764
|
|
|
531,162
|
|
|
532,492
|
|
|
533,829
|
|
|
535,172
|
|
|
535,680
|
|
||||||||
Financial Ratios (Annualized):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
0.83
|
%
|
|
1.25
|
%
|
|
0.89
|
%
|
|
0.93
|
%
|
|
0.97
|
%
|
|
0.44
|
%
|
|
0.88
|
%
|
|
0.83
|
%
|
||||||||
ROE
|
6.91
|
|
|
10.41
|
|
|
7.29
|
|
|
7.59
|
|
|
7.99
|
|
|
3.49
|
|
|
7.12
|
|
|
6.77
|
|
||||||||
ROTCE
5
|
9.62
|
|
|
14.59
|
|
|
10.29
|
|
|
10.78
|
|
|
11.61
|
|
|
5.10
|
|
|
10.35
|
|
|
9.88
|
|
||||||||
Net interest margin - FTE
3
|
2.96
|
|
|
3.03
|
|
|
3.11
|
|
|
3.19
|
|
|
3.20
|
|
|
3.19
|
|
|
3.25
|
|
|
3.33
|
|
||||||||
Efficiency ratio
1,
6
|
69.00
|
|
|
62.03
|
|
|
68.93
|
|
|
66.83
|
|
|
66.05
|
|
|
90.13
|
|
|
66.07
|
|
|
63.97
|
|
||||||||
Tangible efficiency ratio
1,
7
|
68.44
|
|
|
61.69
|
|
|
68.77
|
|
|
66.65
|
|
|
65.84
|
|
|
89.82
|
|
|
65.78
|
|
|
63.68
|
|
||||||||
Adjusted tangible efficiency ratio
1, 2, 7
|
61.34
|
|
|
61.69
|
|
|
63.69
|
|
|
66.65
|
|
|
65.84
|
|
|
65.84
|
|
|
65.78
|
|
|
63.68
|
|
||||||||
Total average shareholders’ equity to total average assets
|
12.08
|
|
|
12.10
|
|
|
12.23
|
|
|
12.28
|
|
|
12.23
|
|
|
12.24
|
|
|
12.33
|
|
|
12.29
|
|
||||||||
Tangible equity to tangible assets
8
|
9.17
|
|
|
8.94
|
|
|
9.07
|
|
|
9.01
|
|
|
9.00
|
|
|
8.98
|
|
|
8.95
|
|
|
9.00
|
|
||||||||
Effective tax rate
1, 9
|
25
|
|
|
10
|
|
|
30
|
|
|
23
|
|
|
24
|
|
|
NM
|
|
|
29
|
|
|
31
|
|
ALLL to period-end total loans
|
1.46
|
|
|
1.49
|
|
|
1.55
|
|
|
1.58
|
|
|
1.60
|
|
|
1.67
|
|
|
1.75
|
|
|
1.79
|
|
||||||||
Total NPAs to total loans plus OREO, other repossessed assets, and nonperforming LHFS
|
0.59
|
|
|
0.71
|
|
|
0.80
|
|
|
0.85
|
|
|
0.91
|
|
|
1.04
|
|
|
1.14
|
|
|
1.44
|
|
||||||||
Common dividend payout ratio
|
27.7
|
|
|
18.8
|
|
|
27.5
|
|
|
13.6
|
|
|
13.0
|
|
|
30.1
|
|
|
14.8
|
|
|
7.9
|
|
||||||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tier 1 common equity
|
9.60
|
%
|
|
9.63
|
%
|
|
9.72
|
%
|
|
9.90
|
%
|
|
9.82
|
%
|
|
9.94
|
%
|
|
10.19
|
%
|
|
10.13
|
%
|
||||||||
Tier 1 capital
|
10.80
|
|
|
10.54
|
|
|
10.66
|
|
|
10.88
|
|
|
10.81
|
|
|
10.97
|
|
|
11.24
|
|
|
11.20
|
|
||||||||
Total capital
|
12.51
|
|
|
12.32
|
|
|
12.53
|
|
|
12.81
|
|
|
12.81
|
|
|
13.04
|
|
|
13.43
|
|
|
13.45
|
|
||||||||
Tier 1 leverage
|
9.64
|
|
|
9.51
|
|
|
9.56
|
|
|
9.57
|
|
|
9.58
|
|
|
9.46
|
|
|
9.40
|
|
|
9.26
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures (continued)
|
|||||||||||||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions, except per share data)
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Reconcilement of Non-U.S. GAAP Measures - Quarterly
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Efficiency ratio
1, 6
|
69.00
|
%
|
|
62.03
|
%
|
|
68.93
|
%
|
|
66.83
|
%
|
|
66.05
|
%
|
|
90.13
|
%
|
|
66.07
|
%
|
|
63.97
|
%
|
||||||||
Impact of excluding amortization
|
(0.56
|
)
|
|
(0.34
|
)
|
|
(0.16
|
)
|
|
(0.18
|
)
|
|
(0.21
|
)
|
|
(0.31
|
)
|
|
(0.29
|
)
|
|
(0.29
|
)
|
||||||||
Tangible efficiency ratio
1, 7
|
68.44
|
|
|
61.69
|
|
|
68.77
|
|
|
66.65
|
|
|
65.84
|
|
|
89.82
|
|
|
65.78
|
|
|
63.68
|
|
||||||||
Impact of excluding Form 8-K and other legacy mortgage-related items
|
(7.10
|
)
|
|
—
|
|
|
(5.08
|
)
|
|
—
|
|
|
—
|
|
|
(23.98
|
)
|
|
—
|
|
|
—
|
|
||||||||
Adjusted tangible efficiency ratio
1, 2, 7
|
61.34
|
%
|
|
61.69
|
%
|
|
63.69
|
%
|
|
66.65
|
%
|
|
65.84
|
%
|
|
65.84
|
%
|
|
65.78
|
%
|
|
63.68
|
%
|
||||||||
ROE
|
6.91
|
%
|
|
10.41
|
%
|
|
7.29
|
%
|
|
7.59
|
%
|
|
7.99
|
%
|
|
3.49
|
%
|
|
7.12
|
%
|
|
6.77
|
%
|
||||||||
Impact of removing average intangible assets (net of deferred taxes), excluding MSRs, from average common shareholders' equity
|
2.71
|
|
|
4.18
|
|
|
3.00
|
|
|
3.19
|
|
|
3.62
|
|
|
1.61
|
|
|
3.23
|
|
|
3.11
|
|
||||||||
ROTCE
5
|
9.62
|
%
|
|
14.59
|
%
|
|
10.29
|
%
|
|
10.78
|
%
|
|
11.61
|
%
|
|
5.10
|
%
|
|
10.35
|
%
|
|
9.88
|
%
|
||||||||
Net interest income
|
|
$1,211
|
|
|
|
$1,215
|
|
|
|
$1,209
|
|
|
|
$1,204
|
|
|
|
$1,213
|
|
|
|
$1,208
|
|
|
|
$1,211
|
|
|
|
$1,221
|
|
Taxable-equivalent adjustment
|
37
|
|
|
36
|
|
|
35
|
|
|
35
|
|
|
34
|
|
|
32
|
|
|
31
|
|
|
30
|
|
||||||||
Net interest income - FTE
3
|
1,248
|
|
|
1,251
|
|
|
1,244
|
|
|
1,239
|
|
|
1,247
|
|
|
1,240
|
|
|
1,242
|
|
|
1,251
|
|
||||||||
Noninterest income
|
795
|
|
|
780
|
|
|
957
|
|
|
791
|
|
|
814
|
|
|
680
|
|
|
858
|
|
|
863
|
|
||||||||
Total revenue - FTE
3
|
2,043
|
|
|
2,031
|
|
|
2,201
|
|
|
2,030
|
|
|
2,061
|
|
|
1,920
|
|
|
2,100
|
|
|
2,114
|
|
||||||||
Impact of excluding Form 8-K items
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
||||||||
Total adjusted revenue - FTE
2, 3
|
|
$2,043
|
|
|
|
$2,031
|
|
|
|
$2,096
|
|
|
|
$2,030
|
|
|
|
$2,061
|
|
|
|
$1,983
|
|
|
|
$2,100
|
|
|
|
$2,114
|
|
Net income available to common shareholders
|
|
$378
|
|
|
|
$563
|
|
|
|
$387
|
|
|
|
$393
|
|
|
|
$413
|
|
|
|
$179
|
|
|
|
$365
|
|
|
|
$340
|
|
Impact of excluding Form 8-K and other legacy mortgage-related items
|
88
|
|
|
(130
|
)
|
|
49
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
—
|
|
||||||||
Adjusted net income available to common shareholders
2
|
|
$466
|
|
|
|
$433
|
|
|
|
$436
|
|
|
|
$393
|
|
|
|
$413
|
|
|
|
$358
|
|
|
|
$365
|
|
|
|
$340
|
|
Noninterest income
|
|
$795
|
|
|
|
$780
|
|
|
|
$957
|
|
|
|
$791
|
|
|
|
$814
|
|
|
|
$680
|
|
|
|
$858
|
|
|
|
$863
|
|
Impact of excluding Form 8-K items
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
||||||||
Adjusted noninterest income
2
|
|
$795
|
|
|
|
$780
|
|
|
|
$852
|
|
|
|
$791
|
|
|
|
$814
|
|
|
|
$743
|
|
|
|
$858
|
|
|
|
$863
|
|
Noninterest expense
1
|
|
$1,410
|
|
|
|
$1,259
|
|
|
|
$1,517
|
|
|
|
$1,357
|
|
|
|
$1,361
|
|
|
|
$1,730
|
|
|
|
$1,388
|
|
|
|
$1,352
|
|
Impact of excluding Form 8-K and other legacy mortgage-related items
|
(145
|
)
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
—
|
|
|
(419
|
)
|
|
—
|
|
|
—
|
|
||||||||
Adjusted noninterest expense
1, 2
|
|
$1,265
|
|
|
|
$1,259
|
|
|
|
$1,338
|
|
|
|
$1,357
|
|
|
|
$1,361
|
|
|
|
$1,311
|
|
|
|
$1,388
|
|
|
|
$1,352
|
|
Diluted net income per average common share
|
|
$0.72
|
|
|
|
$1.06
|
|
|
|
$0.72
|
|
|
|
$0.73
|
|
|
|
$0.77
|
|
|
|
$0.33
|
|
|
|
$0.68
|
|
|
|
$0.63
|
|
Impact of excluding Form 8-K and other legacy mortgage-related items
|
0.16
|
|
|
(0.25
|
)
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
0.33
|
|
|
—
|
|
|
—
|
|
||||||||
Adjusted diluted net income per average common share
2
|
|
$0.88
|
|
|
|
$0.81
|
|
|
|
$0.81
|
|
|
|
$0.73
|
|
|
|
$0.77
|
|
|
|
$0.66
|
|
|
|
$0.68
|
|
|
|
$0.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures (continued)
|
|||||||||||||||||||||||||||||||
Reconcilement of Non-U.S. GAAP Measures - Quarterly
(continued)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
(Dollars in millions, except per share data)
|
December 31, 2014
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
|
June 30,
2013
|
|
March 31, 2013
|
||||||||||||||||
Total shareholders’ equity
|
|
$23,005
|
|
|
|
$22,269
|
|
|
|
$22,131
|
|
|
|
$21,817
|
|
|
|
$21,422
|
|
|
|
$21,070
|
|
|
|
$21,007
|
|
|
|
$21,194
|
|
Goodwill, net of deferred taxes
10
|
(6,123
|
)
|
|
(6,127
|
)
|
|
(6,131
|
)
|
|
(6,184
|
)
|
|
(6,183
|
)
|
|
(6,189
|
)
|
|
(6,195
|
)
|
|
(6,200
|
)
|
||||||||
Other intangible assets, net
of deferred taxes, and MSRs
11
|
(1,219
|
)
|
|
(1,320
|
)
|
|
(1,276
|
)
|
|
(1,281
|
)
|
|
(1,332
|
)
|
|
(1,285
|
)
|
|
(1,240
|
)
|
|
(1,071
|
)
|
||||||||
MSRs
|
1,206
|
|
|
1,305
|
|
|
1,259
|
|
|
1,251
|
|
|
1,300
|
|
|
1,248
|
|
|
1,199
|
|
|
1,025
|
|
||||||||
Tangible equity
|
16,869
|
|
|
16,127
|
|
|
15,983
|
|
|
15,603
|
|
|
15,207
|
|
|
14,844
|
|
|
14,771
|
|
|
14,948
|
|
||||||||
Preferred stock
|
(1,225
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
|
(725
|
)
|
||||||||
Tangible common equity
|
|
$15,644
|
|
|
|
$15,402
|
|
|
|
$15,258
|
|
|
|
$14,878
|
|
|
|
$14,482
|
|
|
|
$14,119
|
|
|
|
$14,046
|
|
|
|
$14,223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$190,328
|
|
|
|
$186,818
|
|
|
|
$182,559
|
|
|
|
$179,542
|
|
|
|
$175,335
|
|
|
|
$171,777
|
|
|
|
$171,546
|
|
|
|
$172,435
|
|
Goodwill
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,377
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
|
(6,369
|
)
|
||||||||
Other intangible assets including MSRs
|
(1,219
|
)
|
|
(1,320
|
)
|
|
(1,277
|
)
|
|
(1,282
|
)
|
|
(1,334
|
)
|
|
(1,287
|
)
|
|
(1,244
|
)
|
|
(1,076
|
)
|
||||||||
MSRs
|
1,206
|
|
|
1,305
|
|
|
1,259
|
|
|
1,251
|
|
|
1,300
|
|
|
1,248
|
|
|
1,199
|
|
|
1,025
|
|
||||||||
Tangible assets
|
|
$183,978
|
|
|
|
$180,466
|
|
|
|
$176,204
|
|
|
|
$173,134
|
|
|
|
$168,932
|
|
|
|
$165,369
|
|
|
|
$165,132
|
|
|
|
$166,015
|
|
Tangible equity to tangible assets
8
|
9.17
|
%
|
|
8.94
|
%
|
|
9.07
|
%
|
|
9.01
|
%
|
|
9.00
|
%
|
|
8.98
|
%
|
|
8.95
|
%
|
|
9.00
|
%
|
||||||||
Tangible book value per common share
4
|
|
$29.82
|
|
|
|
$29.21
|
|
|
|
$28.64
|
|
|
|
$27.82
|
|
|
|
$27.01
|
|
|
|
$26.27
|
|
|
|
$26.08
|
|
|
|
$26.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total loans
|
|
$133,112
|
|
|
|
$132,151
|
|
|
|
$129,744
|
|
|
|
$129,196
|
|
|
|
$127,877
|
|
|
|
$124,340
|
|
|
|
$122,031
|
|
|
|
$120,804
|
|
Government-guaranteed loans
|
(5,459
|
)
|
|
(5,965
|
)
|
|
(6,081
|
)
|
|
(8,828
|
)
|
|
(8,961
|
)
|
|
(9,016
|
)
|
|
(9,053
|
)
|
|
(9,205
|
)
|
||||||||
Loans held at fair value
|
(272
|
)
|
|
(284
|
)
|
|
(292
|
)
|
|
(299
|
)
|
|
(302
|
)
|
|
(316
|
)
|
|
(339
|
)
|
|
(360
|
)
|
||||||||
Total loans, excluding government-guaranteed and fair value loans
|
|
$127,381
|
|
|
|
$125,902
|
|
|
|
$123,371
|
|
|
|
$120,069
|
|
|
|
$118,614
|
|
|
|
$115,008
|
|
|
|
$112,639
|
|
|
|
$111,239
|
|
Allowance to total loans,
excluding government-
guaranteed and fair value loans
12
|
1.52
|
%
|
|
1.56
|
%
|
|
1.62
|
%
|
|
1.70
|
%
|
|
1.72
|
%
|
|
1.80
|
%
|
|
1.89
|
%
|
|
1.93
|
%
|
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)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest Income
|
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
|
$4,617
|
|
|
|
$4,633
|
|
|
|
$5,035
|
|
Interest and fees on loans held for sale
|
|
78
|
|
|
107
|
|
|
112
|
|
|||
Interest and dividends on securities available for sale
|
|
613
|
|
|
579
|
|
|
655
|
|
|||
Trading account interest and other
|
|
76
|
|
|
69
|
|
|
65
|
|
|||
Total interest income
|
|
5,384
|
|
|
5,388
|
|
|
5,867
|
|
|||
Interest Expense
|
|
|
|
|
|
|
||||||
Interest on deposits
|
|
235
|
|
|
291
|
|
|
429
|
|
|||
Interest on long-term debt
|
|
270
|
|
|
210
|
|
|
299
|
|
|||
Interest on other borrowings
|
|
39
|
|
|
34
|
|
|
37
|
|
|||
Total interest expense
|
|
544
|
|
|
535
|
|
|
765
|
|
|||
Net interest income
|
|
4,840
|
|
|
4,853
|
|
|
5,102
|
|
|||
Provision for credit losses
|
|
342
|
|
|
553
|
|
|
1,395
|
|
|||
Net interest income after provision for credit losses
|
|
4,498
|
|
|
4,300
|
|
|
3,707
|
|
|||
Noninterest Income
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
645
|
|
|
657
|
|
|
676
|
|
|||
Other charges and fees
|
|
368
|
|
|
369
|
|
|
402
|
|
|||
Card fees
|
|
320
|
|
|
310
|
|
|
316
|
|
|||
Trust and investment management income
|
|
423
|
|
|
518
|
|
|
512
|
|
|||
Retail investment services
|
|
297
|
|
|
267
|
|
|
241
|
|
|||
Investment banking income
|
|
404
|
|
|
356
|
|
|
342
|
|
|||
Trading income
|
|
182
|
|
|
182
|
|
|
211
|
|
|||
Mortgage production related income
|
|
201
|
|
|
314
|
|
|
343
|
|
|||
Mortgage servicing related income
|
|
196
|
|
|
87
|
|
|
260
|
|
|||
Gain on sale of subsidiary
|
|
105
|
|
|
—
|
|
|
—
|
|
|||
Net securities (losses)/gains
|
|
(15
|
)
|
|
2
|
|
|
1,974
|
|
|||
Other noninterest income
|
|
197
|
|
|
152
|
|
|
96
|
|
|||
Total noninterest income
|
|
3,323
|
|
|
3,214
|
|
|
5,373
|
|
|||
Noninterest Expense
|
|
|
|
|
|
|
||||||
Employee compensation
|
|
2,576
|
|
|
2,488
|
|
|
2,603
|
|
|||
Employee benefits
|
|
386
|
|
|
413
|
|
|
474
|
|
|||
Outside processing and software
|
|
741
|
|
|
746
|
|
|
710
|
|
|||
Operating losses
|
|
441
|
|
|
503
|
|
|
277
|
|
|||
Net occupancy expense
|
|
340
|
|
|
348
|
|
|
359
|
|
|||
Regulatory assessments
|
|
142
|
|
|
181
|
|
|
233
|
|
|||
Equipment expense
|
|
169
|
|
|
181
|
|
|
188
|
|
|||
Marketing and customer development
|
|
134
|
|
|
135
|
|
|
184
|
|
|||
Credit and collection services
|
|
91
|
|
|
264
|
|
|
239
|
|
|||
Consulting and legal fees
|
|
72
|
|
|
73
|
|
|
165
|
|
|||
Amortization
|
|
25
|
|
|
23
|
|
|
46
|
|
|||
Other real estate (income)/expense
|
|
(4
|
)
|
|
4
|
|
|
140
|
|
|||
Net loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Other noninterest expense
1
|
|
430
|
|
|
472
|
|
|
650
|
|
|||
Total noninterest expense
|
|
5,543
|
|
|
5,831
|
|
|
6,284
|
|
|||
Income before provision for income taxes
|
|
2,278
|
|
|
1,683
|
|
|
2,796
|
|
|||
Provision for income taxes
1
|
|
493
|
|
|
322
|
|
|
812
|
|
|||
Net income including income attributable to noncontrolling interest
|
|
1,785
|
|
|
1,361
|
|
|
1,984
|
|
|||
Net income attributable to noncontrolling interest
|
|
11
|
|
|
17
|
|
|
26
|
|
|||
Net income
|
|
|
$1,774
|
|
|
|
$1,344
|
|
|
|
$1,958
|
|
Net income available to common shareholders
|
|
|
$1,722
|
|
|
|
$1,297
|
|
|
|
$1,931
|
|
Net income per average common share:
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
$3.23
|
|
|
|
$2.41
|
|
|
|
$3.59
|
|
Basic
|
|
3.26
|
|
|
2.43
|
|
|
3.62
|
|
|||
Dividends declared per common share
|
|
0.70
|
|
|
0.35
|
|
|
0.20
|
|
|||
Average common shares - diluted
|
|
533,391
|
|
|
539,093
|
|
|
538,061
|
|
|||
Average common shares - basic
|
|
527,500
|
|
|
534,283
|
|
|
534,149
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$1,774
|
|
|
|
$1,344
|
|
|
|
$1,958
|
|
Components of other comprehensive income/(loss):
|
|
|
|
|
|
||||||
Change in net unrealized gains/(losses) on securities, net of tax of $218, ($349), and ($738), respectively
|
375
|
|
|
(597
|
)
|
|
(1,343
|
)
|
|||
Change in net unrealized losses on derivatives, net of tax of ($106), ($148), and ($25), respectively
|
(182
|
)
|
|
(253
|
)
|
|
(37
|
)
|
|||
Change related to employee benefit plans, net of tax of ($15), $147, and ($35), respectively
|
(26
|
)
|
|
252
|
|
|
(60
|
)
|
|||
Total other comprehensive income/(loss)
|
167
|
|
|
(598
|
)
|
|
(1,440
|
)
|
|||
Total comprehensive income
|
|
$1,941
|
|
|
|
$746
|
|
|
|
$518
|
|
|
December 31,
|
|
December 31,
|
||||
(Dollars in millions and shares in thousands, except per share data)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$7,047
|
|
|
|
$4,258
|
|
Federal funds sold and securities borrowed or purchased under agreements to resell
|
1,160
|
|
|
983
|
|
||
Interest-bearing deposits in other banks
|
22
|
|
|
22
|
|
||
Cash and cash equivalents
|
8,229
|
|
|
5,263
|
|
||
Trading assets and derivatives
1
|
6,202
|
|
|
5,040
|
|
||
Securities available for sale
2
|
26,770
|
|
|
22,542
|
|
||
Loans held for sale
3
($1,892 and $1,378 at fair value at December 31, 2014 and 2013, respectively)
|
3,232
|
|
|
1,699
|
|
||
Loans
4
($272 and $302 at fair value at December 31, 2014 and 2013, respectively)
|
133,112
|
|
|
127,877
|
|
||
Allowance for loan and lease losses
|
(1,937
|
)
|
|
(2,044
|
)
|
||
Net loans
|
131,175
|
|
|
125,833
|
|
||
Premises and equipment
|
1,508
|
|
|
1,565
|
|
||
Goodwill
|
6,337
|
|
|
6,369
|
|
||
Other intangible assets (MSRs at fair value: $1,206 and $1,300 at December 31, 2014 and 2013, respectively)
|
1,219
|
|
|
1,334
|
|
||
Other assets
|
5,656
|
|
|
5,690
|
|
||
Total assets
|
|
$190,328
|
|
|
|
$175,335
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$41,096
|
|
|
|
$38,800
|
|
Interest-bearing deposits (CDs at fair value: $0 and $764 at December 31, 2014 and 2013, respectively)
|
99,471
|
|
|
90,959
|
|
||
Total deposits
|
140,567
|
|
|
129,759
|
|
||
Funds purchased
|
1,276
|
|
|
1,192
|
|
||
Securities sold under agreements to repurchase
|
2,276
|
|
|
1,759
|
|
||
Other short-term borrowings
|
5,634
|
|
|
5,788
|
|
||
Long-term debt
5
($1,283 and $1,556 at fair value at December 31, 2014 and 2013, respectively)
|
13,022
|
|
|
10,700
|
|
||
Trading liabilities and derivatives
|
1,227
|
|
|
1,181
|
|
||
Other liabilities
|
3,321
|
|
|
3,534
|
|
||
Total liabilities
|
167,323
|
|
|
153,913
|
|
||
Preferred stock, no par value
|
1,225
|
|
|
725
|
|
||
Common stock, $1.00 par value
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
9,089
|
|
|
9,115
|
|
||
Retained earnings
|
13,295
|
|
|
11,936
|
|
||
Treasury stock, at cost, and other
6
|
(1,032
|
)
|
|
(615
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(122
|
)
|
|
(289
|
)
|
||
Total shareholders’ equity
|
23,005
|
|
|
21,422
|
|
||
Total liabilities and shareholders’ equity
|
|
$190,328
|
|
|
|
$175,335
|
|
|
|
|
|
||||
Common shares outstanding
7
|
524,540
|
|
|
536,097
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
12
|
|
|
7
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
25,381
|
|
|
13,824
|
|
||
|
|
|
|
||||
1
Includes trading securities pledged as collateral where counterparties have the right to sell or repledge the collateral
|
|
$1,316
|
|
|
|
$815
|
|
2
Includes securities AFS pledged as collateral where counterparties have the right to sell or repledge the collateral
|
369
|
|
|
—
|
|
||
3
Includes loans held for sale of consolidated VIEs, at fair value
|
—
|
|
|
261
|
|
||
4
Includes loans of consolidated VIEs
|
288
|
|
|
327
|
|
||
5
Includes debt of consolidated VIEs ($0 and $256 at fair value at December 31, 2014 and 2013, respectively)
|
302
|
|
|
597
|
|
||
6
Includes noncontrolling interest
|
108
|
|
|
119
|
|
||
7
Includes restricted shares
|
2,930
|
|
|
3,984
|
|
(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, 2012
|
|
$275
|
|
|
537
|
|
|
|
$550
|
|
|
|
$9,306
|
|
|
|
$8,978
|
|
|
|
($792
|
)
|
|
|
$1,749
|
|
|
|
$20,066
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|
—
|
|
|
—
|
|
|
1,958
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,440
|
)
|
|
(1,440
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Common stock dividends, $0.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||||||
Preferred stock dividends
3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
167
|
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Common stock dividends, $0.70 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
—
|
|
|
(371
|
)
|
|||||||
Preferred stock dividends
3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||||
Issuance of preferred stock
|
500
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496
|
|
|||||||
Acquisition of treasury stock
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
—
|
|
|
(458
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
20
|
|
|
—
|
|
|
4
|
|
|||||||
Restricted stock activity
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
17
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||||
Change in equity related to the sale of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(39
|
)
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
3
|
|
|||||||
Balance, December 31, 2014
|
|
$1,225
|
|
|
525
|
|
|
|
$550
|
|
|
|
$9,089
|
|
|
|
$13,295
|
|
|
|
($1,032
|
)
|
|
|
($122
|
)
|
|
|
$23,005
|
|
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income including income attributable to noncontrolling interest
|
|
$1,785
|
|
|
|
$1,361
|
|
|
|
$1,984
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of subsidiary
|
(105
|
)
|
|
—
|
|
|
—
|
|
|||
Depreciation, amortization, and accretion
|
693
|
|
|
708
|
|
|
757
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
7
|
|
|||
Origination of mortgage servicing rights
|
(178
|
)
|
|
(352
|
)
|
|
(336
|
)
|
|||
Provisions for credit losses and foreclosed property
|
364
|
|
|
605
|
|
|
1,535
|
|
|||
Mortgage repurchase provision
|
12
|
|
|
114
|
|
|
713
|
|
|||
Deferred income tax expense
|
99
|
|
|
495
|
|
|
194
|
|
|||
Stock-based compensation
|
54
|
|
|
53
|
|
|
62
|
|
|||
Net loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
16
|
|
|||
Net securities losses/(gains)
|
15
|
|
|
(2
|
)
|
|
(1,974
|
)
|
|||
Net gain on sale of loans held for sale, loans, and other assets
|
(343
|
)
|
|
(267
|
)
|
|
(1,063
|
)
|
|||
Net (increase)/decrease in loans held for sale
|
(1,567
|
)
|
|
2,104
|
|
|
194
|
|
|||
Net (increase)/decrease in trading assets
|
(1,529
|
)
|
|
770
|
|
|
170
|
|
|||
Net (increase)/decrease in other assets
|
(51
|
)
|
|
(533
|
)
|
|
807
|
|
|||
Net decrease in other liabilities
|
(431
|
)
|
|
(846
|
)
|
|
(1,053
|
)
|
|||
Net cash (used in)/provided by operating activities
|
(1,182
|
)
|
|
4,210
|
|
|
2,013
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
4,707
|
|
|
5,522
|
|
|
7,371
|
|
|||
Proceeds from sales of securities available for sale
|
2,470
|
|
|
2,063
|
|
|
4,300
|
|
|||
Purchases of securities available for sale
|
(11,039
|
)
|
|
(9,215
|
)
|
|
(5,814
|
)
|
|||
Proceeds from sales of auction rate securities
|
59
|
|
|
8
|
|
|
—
|
|
|||
Net increase in loans, including purchases of loans
|
(9,843
|
)
|
|
(8,409
|
)
|
|
(6,400
|
)
|
|||
Proceeds from sales of loans
|
4,090
|
|
|
819
|
|
|
4,916
|
|
|||
Purchases of mortgage servicing rights
|
(130
|
)
|
|
—
|
|
|
—
|
|
|||
Capital expenditures
|
(147
|
)
|
|
(200
|
)
|
|
(206
|
)
|
|||
Payments related to acquisitions, including contingent consideration
|
(11
|
)
|
|
(3
|
)
|
|
(12
|
)
|
|||
Proceeds from sale of subsidiary
|
193
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of other real estate owned and other assets
|
378
|
|
|
472
|
|
|
585
|
|
|||
Net cash (used in)/provided by investing activities
|
(9,273
|
)
|
|
(8,943
|
)
|
|
4,740
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net increase/(decrease) in total deposits
|
10,808
|
|
|
(2,557
|
)
|
|
4,394
|
|
|||
Net increase/(decrease) in funds purchased, securities sold under agreements to repurchase, and other short-term borrowings
|
447
|
|
|
3,245
|
|
|
(5,972
|
)
|
|||
Proceeds from long-term debt
|
2,574
|
|
|
1,564
|
|
|
4,000
|
|
|||
Repayments of long-term debt
|
(53
|
)
|
|
(155
|
)
|
|
(5,772
|
)
|
|||
Proceeds from the issuance of preferred stock
|
496
|
|
|
—
|
|
|
438
|
|
|||
Repurchase of common stock
|
(458
|
)
|
|
(150
|
)
|
|
—
|
|
|||
Common and preferred dividends paid
|
(409
|
)
|
|
(225
|
)
|
|
(119
|
)
|
|||
Incentive compensation related activity
|
16
|
|
|
17
|
|
|
26
|
|
|||
Net cash provided by/(used in) financing activities
|
13,421
|
|
|
1,739
|
|
|
(3,005
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
2,966
|
|
|
(2,994
|
)
|
|
3,748
|
|
|||
Cash and cash equivalents at beginning of period
|
5,263
|
|
|
8,257
|
|
|
4,509
|
|
|||
Cash and cash equivalents at end of period
|
|
$8,229
|
|
|
|
$5,263
|
|
|
|
$8,257
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$534
|
|
|
|
$533
|
|
|
|
$774
|
|
Income taxes paid
|
380
|
|
|
168
|
|
|
607
|
|
|||
Income taxes refunded
|
(219
|
)
|
|
(99
|
)
|
|
(1
|
)
|
|||
Loans transferred from loans held for sale to loans
|
44
|
|
|
43
|
|
|
71
|
|
|||
Loans transferred from loans to loans held for sale
|
3,280
|
|
|
280
|
|
|
3,695
|
|
|||
Loans transferred from loans and loans held for sale to other real estate owned
|
148
|
|
|
255
|
|
|
399
|
|
|||
Amortization of deferred gain on sale leaseback of premises
|
53
|
|
|
58
|
|
|
67
|
|
|||
Non-cash impact of the deconsolidation of CLO
|
282
|
|
|
—
|
|
|
—
|
|
•
|
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.
|
Standard
|
Description
|
Date of adoption
|
Effect on the financial statements or other significant matters
|
Standards adopted in 2014
|
|||
ASU 2014-01, Accounting for Investments in Qualified Affordable Housing Projects
|
The ASU allows the use of the proportional amortization method for investments in qualified affordable housing projects if certain conditions are met. Under the proportional amortization method, the initial cost of the investment is amortized in proportion to the tax credits and other tax benefits received and the net investment performance is recognized in the income statement as a component of income tax expense. The ASU provides for a practical expedient, which allows for amortization of the investment in proportion to only the tax credits if it produces a measurement that is substantially similar to the measurement that would result from using both tax credits and other tax benefits.
|
January 1, 2014
|
The standard is required to be applied retrospectively; therefore amounts included in noninterest expense in periods prior to adoption have been reclassified. For the years ended December 31, 2013 and 2012, $49 million and $39 million, respectively, of investment amortization expense was reclassified from other noninterest expense to provision for income taxes in the Consolidated Statements of Income. For additional information on the impact of adoption see Note 10, "Certain Transfers of Financial Assets and Variable Interest Entities."
|
Standards not yet adopted
|
|||
ASU 2014-09, Revenue from Contracts with Customers
|
The ASU supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. The core principle of the ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
|
January 1, 2017
|
The Company is continuing to evaluate the impact of the ASU.
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
||||||||
2014
|
Date
|
|
Cash
Received/(Paid)
|
|
Goodwill
|
|
Other
Intangibles
|
|
Pre-tax Gain
|
||||||||
Sale of RidgeWorth
|
5/30/2014
|
|
|
$193
|
|
|
|
($40
|
)
|
|
|
($9
|
)
|
|
|
$105
|
|
(Dollars in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Fed funds sold
|
|
$38
|
|
|
|
$75
|
|
Securities borrowed or purchased
|
290
|
|
|
184
|
|
||
Resell agreements
|
832
|
|
|
724
|
|
||
Total fed funds sold and securities borrowed or purchased under agreements to resell
|
|
$1,160
|
|
|
|
$983
|
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||
(Dollars in millions)
|
Overnight and Continuous
|
|
Up to 30 days
|
|
Total
|
||||||
U.S. Treasury securities
|
|
$376
|
|
|
|
$—
|
|
|
|
$376
|
|
Federal agency securities
|
231
|
|
|
—
|
|
|
231
|
|
|||
MBS - agency
|
1,059
|
|
|
45
|
|
|
1,104
|
|
|||
CP
|
238
|
|
|
—
|
|
|
238
|
|
|||
Corporate and other debt securities
|
327
|
|
|
—
|
|
|
327
|
|
|||
Total securities sold under agreements to repurchase
|
|
$2,231
|
|
|
|
$45
|
|
|
|
$2,276
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged Financial Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed or purchased under agreements to resell
|
|
$1,122
|
|
|
|
$—
|
|
|
|
$1,122
|
|
1,2
|
|
$1,112
|
|
|
|
$10
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase
|
2,276
|
|
|
—
|
|
|
2,276
|
|
1
|
2,276
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
|
—
|
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
Trading Assets and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$267
|
|
|
|
$219
|
|
Federal agency securities
|
547
|
|
|
426
|
|
||
U.S. states and political subdivisions
|
42
|
|
|
65
|
|
||
MBS - agency
|
545
|
|
|
323
|
|
||
CDO/CLO securities
|
3
|
|
|
57
|
|
||
ABS
|
—
|
|
|
6
|
|
||
Corporate and other debt securities
|
509
|
|
|
534
|
|
||
CP
|
327
|
|
|
29
|
|
||
Equity securities
|
45
|
|
|
109
|
|
||
Derivatives
1
|
1,307
|
|
|
1,384
|
|
||
Trading loans
2
|
2,610
|
|
|
1,888
|
|
||
Total trading assets and derivatives
|
|
$6,202
|
|
|
|
$5,040
|
|
Trading Liabilities and Derivatives:
|
|
|
|
||||
U.S. Treasury securities
|
|
$485
|
|
|
|
$472
|
|
MBS - agency
|
1
|
|
|
—
|
|
||
Corporate and other debt securities
|
279
|
|
|
179
|
|
||
Equity securities
|
—
|
|
|
5
|
|
||
Derivatives
1
|
462
|
|
|
525
|
|
||
Total trading liabilities and derivatives
|
|
$1,227
|
|
|
|
$1,181
|
|
|
December 31, 2014
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
U.S. Treasury securities
|
|
$1,913
|
|
|
|
$9
|
|
|
|
$1
|
|
|
|
$1,921
|
|
Federal agency securities
|
471
|
|
|
15
|
|
|
2
|
|
|
484
|
|
||||
U.S. states and political subdivisions
|
200
|
|
|
9
|
|
|
—
|
|
|
209
|
|
||||
MBS - agency
|
22,573
|
|
|
558
|
|
|
83
|
|
|
23,048
|
|
||||
MBS - private
|
122
|
|
|
2
|
|
|
1
|
|
|
123
|
|
||||
ABS
|
19
|
|
|
2
|
|
|
—
|
|
|
21
|
|
||||
Corporate and other debt securities
|
38
|
|
|
3
|
|
|
—
|
|
|
41
|
|
||||
Other equity securities
1
|
921
|
|
|
2
|
|
|
—
|
|
|
923
|
|
||||
Total securities AFS
|
|
$26,257
|
|
|
|
$600
|
|
|
|
$87
|
|
|
|
$26,770
|
|
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Taxable interest
|
|
$565
|
|
|
|
$537
|
|
|
|
$579
|
|
Tax-exempt interest
|
10
|
|
|
10
|
|
|
15
|
|
|||
Dividends
|
38
|
|
|
32
|
|
|
61
|
|
|||
Total interest and dividends
|
|
$613
|
|
|
|
$579
|
|
|
|
$655
|
|
|
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
|
|
$200
|
|
|
|
$1,217
|
|
|
|
$496
|
|
|
|
$—
|
|
|
|
$1,913
|
|
Federal agency securities
|
64
|
|
|
234
|
|
|
36
|
|
|
137
|
|
|
471
|
|
|||||
U.S. states and political subdivisions
|
43
|
|
|
34
|
|
|
101
|
|
|
22
|
|
|
200
|
|
|||||
MBS - agency
|
2,550
|
|
|
8,992
|
|
|
7,106
|
|
|
3,925
|
|
|
22,573
|
|
|||||
MBS - private
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||
ABS
|
14
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
19
|
|
|||||
Corporate and other debt securities
|
5
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Total debt securities
|
|
$2,876
|
|
|
|
$10,635
|
|
|
|
$7,741
|
|
|
|
$4,084
|
|
|
|
$25,336
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$203
|
|
|
|
$1,221
|
|
|
|
$497
|
|
|
|
$—
|
|
|
|
$1,921
|
|
Federal agency securities
|
64
|
|
|
244
|
|
|
38
|
|
|
138
|
|
|
484
|
|
|||||
U.S. states and political subdivisions
|
43
|
|
|
36
|
|
|
106
|
|
|
24
|
|
|
209
|
|
|||||
MBS - agency
|
2,704
|
|
|
9,202
|
|
|
7,219
|
|
|
3,923
|
|
|
23,048
|
|
|||||
MBS - private
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
ABS
|
14
|
|
|
5
|
|
|
2
|
|
|
—
|
|
|
21
|
|
|||||
Corporate and other debt securities
|
5
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Total debt securities
|
|
$3,033
|
|
|
|
$10,867
|
|
|
|
$7,862
|
|
|
|
$4,085
|
|
|
|
$25,847
|
|
Weighted average yield
1
|
2.34
|
%
|
|
2.40
|
%
|
|
2.78
|
%
|
|
2.90
|
%
|
|
2.59
|
%
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Gross realized gains
|
|
$28
|
|
|
|
$39
|
|
|
|
$1,981
|
|
Gross realized losses
|
(42
|
)
|
|
(36
|
)
|
|
—
|
|
|||
OTTI losses recognized in earnings
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||
Net securities (losses)/gains
|
|
($15
|
)
|
|
|
$2
|
|
|
|
$1,974
|
|
|
|
|
|
2014
1
|
|
2013
|
|
2012
|
|
Default rate
|
2%
|
|
2 - 9%
|
|
2 - 9%
|
|
Prepayment rate
|
16%
|
|
7 - 21%
|
|
7 - 21%
|
|
Loss severity
|
46%
|
|
46 - 74%
|
|
40 - 56%
|
|
(Dollars in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$65,440
|
|
|
|
$57,974
|
|
CRE
|
6,741
|
|
|
5,481
|
|
||
Commercial construction
|
1,211
|
|
|
855
|
|
||
Total commercial loans
|
73,392
|
|
|
64,310
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
632
|
|
|
3,416
|
|
||
Residential mortgages - nonguaranteed
1
|
23,443
|
|
|
24,412
|
|
||
Home equity products
|
14,264
|
|
|
14,809
|
|
||
Residential construction
|
436
|
|
|
553
|
|
||
Total residential loans
|
38,775
|
|
|
43,190
|
|
||
Consumer loans:
|
|
|
|
||||
Guaranteed student loans
|
4,827
|
|
|
5,545
|
|
||
Other direct
|
4,573
|
|
|
2,829
|
|
||
Indirect
|
10,644
|
|
|
11,272
|
|
||
Credit cards
|
901
|
|
|
731
|
|
||
Total consumer loans
|
20,945
|
|
|
20,377
|
|
||
LHFI
|
|
$133,112
|
|
|
|
$127,877
|
|
LHFS
2
|
|
$3,232
|
|
|
|
$1,699
|
|
|
Commercial Loans
|
||||||||||||||||||||||
|
C&I
|
|
CRE
|
|
Commercial construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$64,228
|
|
|
|
$56,443
|
|
|
|
$6,586
|
|
|
|
$5,245
|
|
|
|
$1,196
|
|
|
|
$798
|
|
Criticized accruing
|
1,061
|
|
|
1,335
|
|
|
134
|
|
|
197
|
|
|
14
|
|
|
45
|
|
||||||
Criticized nonaccruing
|
151
|
|
|
196
|
|
|
21
|
|
|
39
|
|
|
1
|
|
|
12
|
|
||||||
Total
|
|
$65,440
|
|
|
|
$57,974
|
|
|
|
$6,741
|
|
|
|
$5,481
|
|
|
|
$1,211
|
|
|
|
$855
|
|
|
Residential Loans
1
|
||||||||||||||||||||||
|
Residential mortgages -
nonguaranteed
|
|
Home equity products
|
|
Residential construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$18,780
|
|
|
|
$19,100
|
|
|
|
$11,475
|
|
|
|
$11,661
|
|
|
|
$347
|
|
|
|
$423
|
|
620 - 699
|
3,369
|
|
|
3,652
|
|
|
1,991
|
|
|
2,186
|
|
|
70
|
|
|
90
|
|
||||||
Below 620
2
|
1,294
|
|
|
1,660
|
|
|
798
|
|
|
962
|
|
|
19
|
|
|
40
|
|
||||||
Total
|
|
$23,443
|
|
|
|
$24,412
|
|
|
|
$14,264
|
|
|
|
$14,809
|
|
|
|
$436
|
|
|
|
$553
|
|
|
Consumer Loans
3
|
||||||||||||||||||||||
|
Other direct
|
|
Indirect
|
|
Credit cards
|
||||||||||||||||||
(Dollars in millions)
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
|
December 31,
2014 |
|
December 31, 2013
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$4,023
|
|
|
|
$2,370
|
|
|
|
$7,661
|
|
|
|
$8,420
|
|
|
|
$639
|
|
|
|
$512
|
|
620 - 699
|
476
|
|
|
397
|
|
|
2,335
|
|
|
2,228
|
|
|
212
|
|
|
176
|
|
||||||
Below 620
2
|
74
|
|
|
62
|
|
|
648
|
|
|
624
|
|
|
50
|
|
|
43
|
|
||||||
Total
|
|
$4,573
|
|
|
|
$2,829
|
|
|
|
$10,644
|
|
|
|
$11,272
|
|
|
|
$901
|
|
|
|
$731
|
|
|
December 31, 2014
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$65,246
|
|
|
|
$36
|
|
|
|
$7
|
|
|
|
$151
|
|
|
|
$65,440
|
|
CRE
|
6,716
|
|
|
3
|
|
|
1
|
|
|
21
|
|
|
6,741
|
|
|||||
Commercial construction
|
1,209
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
1,211
|
|
|||||
Total commercial loans
|
73,171
|
|
|
40
|
|
|
8
|
|
|
173
|
|
|
73,392
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
176
|
|
|
34
|
|
|
422
|
|
|
—
|
|
|
632
|
|
|||||
Residential mortgages - nonguaranteed
1
|
23,067
|
|
|
108
|
|
|
14
|
|
|
254
|
|
|
23,443
|
|
|||||
Home equity products
|
13,989
|
|
|
101
|
|
|
—
|
|
|
174
|
|
|
14,264
|
|
|||||
Residential construction
|
402
|
|
|
7
|
|
|
—
|
|
|
27
|
|
|
436
|
|
|||||
Total residential loans
|
37,634
|
|
|
250
|
|
|
436
|
|
|
455
|
|
|
38,775
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student loans
|
3,801
|
|
|
425
|
|
|
601
|
|
|
—
|
|
|
4,827
|
|
|||||
Other direct
|
4,545
|
|
|
19
|
|
|
3
|
|
|
6
|
|
|
4,573
|
|
|||||
Indirect
|
10,537
|
|
|
104
|
|
|
3
|
|
|
—
|
|
|
10,644
|
|
|||||
Credit cards
|
887
|
|
|
8
|
|
|
6
|
|
|
—
|
|
|
901
|
|
|||||
Total consumer loans
|
19,770
|
|
|
556
|
|
|
613
|
|
|
6
|
|
|
20,945
|
|
|||||
Total LHFI
|
|
$130,575
|
|
|
|
$846
|
|
|
|
$1,057
|
|
|
|
$634
|
|
|
|
$133,112
|
|
|
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, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
(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
|
|
$70
|
|
|
|
$51
|
|
|
|
$—
|
|
|
|
$81
|
|
|
|
$56
|
|
|
|
$—
|
|
CRE
|
12
|
|
|
11
|
|
|
—
|
|
|
61
|
|
|
60
|
|
|
—
|
|
||||||
Total commercial loans
|
82
|
|
|
62
|
|
|
—
|
|
|
142
|
|
|
116
|
|
|
—
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
592
|
|
|
425
|
|
|
—
|
|
|
672
|
|
|
425
|
|
|
—
|
|
||||||
Residential construction
|
31
|
|
|
9
|
|
|
—
|
|
|
68
|
|
|
17
|
|
|
—
|
|
||||||
Total residential loans
|
623
|
|
|
434
|
|
|
—
|
|
|
740
|
|
|
442
|
|
|
—
|
|
||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
27
|
|
|
26
|
|
|
7
|
|
|
51
|
|
|
49
|
|
|
10
|
|
||||||
CRE
|
4
|
|
|
4
|
|
|
4
|
|
|
8
|
|
|
3
|
|
|
—
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
3
|
|
|
—
|
|
||||||
Total commercial loans
|
31
|
|
|
30
|
|
|
11
|
|
|
65
|
|
|
55
|
|
|
10
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
1,381
|
|
|
1,354
|
|
|
215
|
|
|
1,685
|
|
|
1,626
|
|
|
226
|
|
||||||
Home equity products
|
703
|
|
|
630
|
|
|
66
|
|
|
710
|
|
|
638
|
|
|
96
|
|
||||||
Residential construction
|
145
|
|
|
145
|
|
|
19
|
|
|
173
|
|
|
172
|
|
|
23
|
|
||||||
Total residential loans
|
2,229
|
|
|
2,129
|
|
|
300
|
|
|
2,568
|
|
|
2,436
|
|
|
345
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
13
|
|
|
13
|
|
|
1
|
|
|
14
|
|
|
14
|
|
|
—
|
|
||||||
Indirect
|
105
|
|
|
105
|
|
|
5
|
|
|
83
|
|
|
83
|
|
|
5
|
|
||||||
Credit cards
|
8
|
|
|
8
|
|
|
2
|
|
|
13
|
|
|
13
|
|
|
3
|
|
||||||
Total consumer loans
|
126
|
|
|
126
|
|
|
8
|
|
|
110
|
|
|
110
|
|
|
8
|
|
||||||
Total impaired loans
|
|
$3,091
|
|
|
|
$2,781
|
|
|
|
$319
|
|
|
|
$3,625
|
|
|
|
$3,159
|
|
|
|
$363
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
(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
|
|
$84
|
|
|
|
$1
|
|
|
|
$75
|
|
|
|
$1
|
|
|
|
$48
|
|
|
|
$1
|
|
CRE
|
11
|
|
|
1
|
|
|
60
|
|
|
2
|
|
|
9
|
|
|
—
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
1
|
|
||||||
Total commercial loans
|
95
|
|
|
2
|
|
|
135
|
|
|
3
|
|
|
102
|
|
|
2
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
437
|
|
|
17
|
|
|
449
|
|
|
18
|
|
|
512
|
|
|
15
|
|
||||||
Residential construction
|
12
|
|
|
—
|
|
|
21
|
|
|
1
|
|
|
53
|
|
|
1
|
|
||||||
Total residential loans
|
449
|
|
|
17
|
|
|
470
|
|
|
19
|
|
|
565
|
|
|
16
|
|
||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
16
|
|
|
1
|
|
|
45
|
|
|
1
|
|
|
51
|
|
|
1
|
|
||||||
CRE
|
5
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Total commercial loans
|
21
|
|
|
1
|
|
|
53
|
|
|
1
|
|
|
64
|
|
|
1
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
1,357
|
|
|
78
|
|
|
1,576
|
|
|
76
|
|
|
1,551
|
|
|
68
|
|
||||||
Home equity products
|
644
|
|
|
27
|
|
|
649
|
|
|
23
|
|
|
627
|
|
|
26
|
|
||||||
Residential construction
|
144
|
|
|
8
|
|
|
172
|
|
|
10
|
|
|
156
|
|
|
9
|
|
||||||
Total residential loans
|
2,145
|
|
|
113
|
|
|
2,397
|
|
|
109
|
|
|
2,334
|
|
|
103
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
14
|
|
|
—
|
|
|
15
|
|
|
1
|
|
|
15
|
|
|
1
|
|
||||||
Indirect
|
113
|
|
|
5
|
|
|
89
|
|
|
4
|
|
|
50
|
|
|
2
|
|
||||||
Credit cards
|
10
|
|
|
1
|
|
|
16
|
|
|
1
|
|
|
24
|
|
|
2
|
|
||||||
Total consumer loans
|
137
|
|
|
6
|
|
|
120
|
|
|
6
|
|
|
89
|
|
|
5
|
|
||||||
Total impaired loans
|
|
$2,847
|
|
|
|
$139
|
|
|
|
$3,175
|
|
|
|
$138
|
|
|
|
$3,154
|
|
|
|
$127
|
|
(Dollars in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Nonaccrual/NPLs:
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$151
|
|
|
|
$196
|
|
CRE
|
21
|
|
|
39
|
|
||
Commercial construction
|
1
|
|
|
12
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
254
|
|
|
441
|
|
||
Home equity products
|
174
|
|
|
210
|
|
||
Residential construction
|
27
|
|
|
61
|
|
||
Consumer loans:
|
|
|
|
||||
Other direct
|
6
|
|
|
5
|
|
||
Indirect
|
—
|
|
|
7
|
|
||
Total nonaccrual/NPLs
1
|
634
|
|
|
971
|
|
||
OREO
2
|
99
|
|
|
170
|
|
||
Other repossessed assets
|
9
|
|
|
7
|
|
||
Nonperforming LHFS
|
38
|
|
|
17
|
|
||
Total NPAs
|
|
$780
|
|
|
|
$1,165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2014
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
C&I
|
78
|
|
|
$10
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
158
|
|
19
|
|
|
Home equity products
|
101
|
|
5
|
|
|
Residential construction
|
6
|
|
—
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
9
|
|
—
|
|
|
Indirect
|
181
|
|
1
|
|
|
Credit cards
|
145
|
|
1
|
|
|
Total TDRs
|
678
|
|
|
$36
|
|
|
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
|
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
High LTV residential mortgages:
|
|
|
|
||||
Interest only LHFI with no MI
1, 2
|
|
$873
|
|
|
|
$1,128
|
|
Interest only LHFI with MI
1
|
3,180
|
|
|
4,403
|
|
||
Total interest only residential mortgages
|
4,053
|
|
|
5,531
|
|
||
Amortizing loans with no MI
2
|
7,368
|
|
|
6,918
|
|
||
Total high LTV residential mortgages
|
|
$11,421
|
|
|
|
$12,449
|
|
|
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of period
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
Provision for loan losses
|
338
|
|
|
548
|
|
|
1,398
|
|
|||
(Benefit)/provision for unfunded commitments
|
4
|
|
|
5
|
|
|
(3
|
)
|
|||
Loan charge-offs
|
(607
|
)
|
|
(869
|
)
|
|
(1,907
|
)
|
|||
Loan recoveries
|
162
|
|
|
191
|
|
|
226
|
|
|||
Balance at end of period
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
|
|
|
|
||||||
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$1,937
|
|
|
|
$2,044
|
|
|
|
$2,174
|
|
Unfunded commitments reserve
1
|
54
|
|
|
50
|
|
|
45
|
|
|||
Allowance for credit losses
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
|
2014
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance at beginning of period
|
|
$946
|
|
|
|
$930
|
|
|
|
$168
|
|
|
|
$2,044
|
|
Provision for loan losses
|
111
|
|
|
126
|
|
|
101
|
|
|
338
|
|
||||
Loan charge-offs
|
(128
|
)
|
|
(344
|
)
|
|
(135
|
)
|
|
(607
|
)
|
||||
Loan recoveries
|
57
|
|
|
65
|
|
|
40
|
|
|
162
|
|
||||
Balance at end of period
|
|
$986
|
|
|
|
$777
|
|
|
|
$174
|
|
|
|
$1,937
|
|
|
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
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||
|
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
|
|
$92
|
|
|
|
$11
|
|
|
|
$2,563
|
|
|
|
$300
|
|
|
|
$126
|
|
|
|
$8
|
|
|
|
$2,781
|
|
|
|
$319
|
|
Collectively evaluated
|
73,300
|
|
|
975
|
|
|
35,940
|
|
|
477
|
|
|
20,819
|
|
|
166
|
|
|
130,059
|
|
|
1,618
|
|
||||||||
Total evaluated
|
73,392
|
|
|
986
|
|
|
38,503
|
|
|
777
|
|
|
20,945
|
|
|
174
|
|
|
132,840
|
|
|
1,937
|
|
||||||||
LHFI at fair value
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$73,392
|
|
|
|
$986
|
|
|
|
$38,775
|
|
|
|
$777
|
|
|
|
$20,945
|
|
|
|
$174
|
|
|
|
$133,112
|
|
|
|
$1,937
|
|
|
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
|
|
(Dollars in millions)
|
Useful Life
(in years)
|
|
2014
|
|
2013
|
||||
Land
|
Indefinite
|
|
|
$334
|
|
|
|
$345
|
|
Buildings and improvements
|
2 - 40
|
|
1,051
|
|
|
1,045
|
|
||
Leasehold improvements
|
1 - 30
|
|
628
|
|
|
609
|
|
||
Furniture and equipment
|
1 - 20
|
|
1,426
|
|
|
1,399
|
|
||
Construction in progress
|
|
|
201
|
|
|
206
|
|
||
Total premises and equipment
|
|
|
3,640
|
|
|
3,604
|
|
||
Less: Accumulated depreciation and amortization
|
|
2,132
|
|
|
2,039
|
|
|||
Premises and equipment, net
|
|
|
|
$1,508
|
|
|
|
$1,565
|
|
(Dollars in millions)
|
Operating Leases
|
|
Capital Leases
|
||||
2015
|
|
$205
|
|
|
|
$2
|
|
2016
|
201
|
|
|
2
|
|
||
2017
|
183
|
|
|
2
|
|
||
2018
|
107
|
|
|
2
|
|
||
2019
|
87
|
|
|
3
|
|
||
Thereafter
|
328
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$1,111
|
|
|
11
|
|
|
Less: Amounts representing interest
|
|
|
2
|
|
|||
Present value of net minimum lease payments
|
|
|
|
$9
|
|
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Total
|
||||||
Balance, January 1, 2014
|
|
$4,262
|
|
|
|
$2,107
|
|
|
|
$6,369
|
|
Acquisition of Lantana Oil and Gas Partners, Inc.
|
—
|
|
|
8
|
|
|
8
|
|
|||
Sale of RidgeWorth
|
—
|
|
|
(40
|
)
|
|
(40
|
)
|
|||
Balance, December 31, 2014
|
|
$4,262
|
|
|
|
$2,075
|
|
|
|
$6,337
|
|
Balance, January 1, 2013
|
|
$3,962
|
|
|
|
$2,407
|
|
|
|
$6,369
|
|
Intersegment transfers
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
Balance, December 31, 2013
|
|
$4,262
|
|
|
|
$2,107
|
|
|
|
$6,369
|
|
(Dollars in millions)
|
Core Deposit
Intangibles |
|
MSRs -
Fair Value |
|
Other
|
|
Total
|
||||||||
Balance, January 1, 2014
|
|
$4
|
|
|
|
$1,300
|
|
|
|
$30
|
|
|
|
$1,334
|
|
Amortization
|
(4
|
)
|
|
—
|
|
|
(8
|
)
|
|
(12
|
)
|
||||
MSRs originated
|
—
|
|
|
178
|
|
|
—
|
|
|
178
|
|
||||
MSRs purchased
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||
Changes in fair value:
|
|
|
|
|
|
|
|
||||||||
Due to changes in inputs and assumptions
1
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
||||
Other changes in fair value
2
|
—
|
|
|
(167
|
)
|
|
—
|
|
|
(167
|
)
|
||||
Sale of MSRs
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Sale of RidgeWorth
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
||||
Balance, December 31, 2014
|
|
$—
|
|
|
|
$1,206
|
|
|
|
$13
|
|
|
|
$1,219
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
(Dollars in millions)
|
December 31, 2014
|
|
December 31, 2013
|
||||
Fair value of retained MSRs
|
|
$1,206
|
|
|
|
$1,300
|
|
Prepayment rate assumption (annual)
|
11
|
%
|
|
8
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$46
|
|
|
|
$38
|
|
Decline in fair value from 20% adverse change
|
88
|
|
|
74
|
|
||
Option adjusted spread/discount rate (annual)
1
|
10
|
%
|
|
12
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$55
|
|
|
|
$66
|
|
Decline in fair value from 20% adverse change
|
105
|
|
|
126
|
|
||
Weighted-average life (in years)
|
6.4
|
|
|
7.7
|
|
||
Weighted-average coupon
|
4.2
|
%
|
|
4.4
|
%
|
|
Portfolio Balance
1
|
|
Past Due and Nonaccrual
2
|
|
Net Charge-offs
|
||||||||||||||||||
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2014
|
|
December 31, 2013
|
|
Year Ended December 31
|
||||||||||||||
(Dollars in millions)
|
|
2014
|
|
2013
|
|||||||||||||||||||
Type of loan:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$73,392
|
|
|
|
$64,310
|
|
|
|
$181
|
|
|
|
$272
|
|
|
|
$71
|
|
|
|
$153
|
|
Residential
|
38,775
|
|
|
43,190
|
|
|
891
|
|
|
1,296
|
|
|
279
|
|
|
444
|
|
||||||
Consumer
|
20,945
|
|
|
20,377
|
|
|
619
|
|
|
631
|
|
|
95
|
|
|
81
|
|
||||||
Total loan portfolio
|
133,112
|
|
|
127,877
|
|
|
1,691
|
|
|
2,199
|
|
|
445
|
|
|
678
|
|
||||||
Managed securitized loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
—
|
|
|
1,617
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
||||||
Residential
|
110,591
|
|
|
100,695
|
|
|
183
|
|
3
|
493
|
|
3
|
16
|
|
|
23
|
|
||||||
Total managed loans
|
|
$243,703
|
|
|
|
$230,189
|
|
|
|
$1,874
|
|
|
|
$2,721
|
|
|
|
$461
|
|
|
|
$701
|
|
|
2014
|
|
2013
|
||||||||||
(Dollars in millions)
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
FHLB advances
|
|
$4,000
|
|
|
0.23
|
%
|
|
|
$4,000
|
|
|
0.21
|
%
|
Master notes
|
1,280
|
|
|
0.15
|
|
|
1,554
|
|
|
0.28
|
|
||
Dealer collateral
|
354
|
|
|
0.13
|
|
|
232
|
|
|
0.10
|
|
||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
2.70
|
|
||
Total other short-term borrowings
|
|
$5,634
|
|
|
|
|
|
$5,788
|
|
|
|
|
2014
|
|
2013
|
||||||||
(Dollars in millions)
|
Maturity Date(s)
|
|
Interest Rate(s)
|
|
Balance
|
|
Balance
|
||||
Parent Company Only:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
|
2016 - 2028
|
|
2.35% - 6.00%
|
|
|
$3,630
|
|
|
|
$3,001
|
|
Senior, variable rate
|
2015 - 2019
|
|
0.38 - 2.00
|
|
358
|
|
|
283
|
|
||
Subordinated, fixed rate
|
2026
|
|
6.00
|
|
200
|
|
|
200
|
|
||
Junior subordinated, variable rate
|
2027 - 2028
|
|
0.89 - 1.22
|
|
627
|
|
|
627
|
|
||
Total Parent Company debt (excluding intercompany of $0 and $160 at December 31, 2014 and 2013, respectively)
|
|
|
|
|
4,815
|
|
|
4,111
|
|
||
Subsidiaries
1
:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
2
|
2015 - 2053
|
|
0.00 - 9.65
|
|
5,682
|
|
|
1,006
|
|
||
Senior, variable rate
3
|
2015 - 2043
|
|
0.35 - 6.98
|
|
742
|
|
|
3,783
|
|
||
Subordinated, fixed rate
4
|
2015 - 2020
|
|
5.00 - 7.25
|
|
1,283
|
|
|
1,300
|
|
||
Subordinated, variable rate
|
2015
|
|
0.52 - 0.54
|
|
500
|
|
|
500
|
|
||
Total subsidiaries debt
|
|
|
|
|
8,207
|
|
|
6,589
|
|
||
Total long-term debt
|
|
|
|
|
|
$13,022
|
|
|
|
$10,700
|
|
(Dollars in millions)
|
Parent Company
|
|
Subsidiaries
|
||||
2015
|
|
$28
|
|
|
|
$1,791
|
|
2016
|
1,054
|
|
|
72
|
|
||
2017
|
1,232
|
|
|
4,332
|
|
||
2018
|
774
|
|
|
514
|
|
||
2019
|
891
|
|
|
30
|
|
||
Thereafter
|
836
|
|
|
1,468
|
|
||
Total
|
|
$4,815
|
|
|
|
$8,207
|
|
(Dollars in millions)
|
1 year or less
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
|
Total
|
||||||||||
Operating leases
|
|
$205
|
|
|
|
$384
|
|
|
|
$194
|
|
|
|
$328
|
|
|
|
$1,111
|
|
Capital leases
1
|
2
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
9
|
|
|||||
Purchase obligations
2
|
421
|
|
|
38
|
|
|
3
|
|
|
—
|
|
|
462
|
|
|||||
Total
|
|
$628
|
|
|
|
$425
|
|
|
|
$201
|
|
|
|
$328
|
|
|
|
$1,582
|
|
|
Year Ended December 31
|
||||||||||
(In millions, except per share data)
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$1,774
|
|
|
|
$1,344
|
|
|
|
$1,958
|
|
Preferred dividends
|
(42
|
)
|
|
(37
|
)
|
|
(12
|
)
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
(10
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Net income available to common shareholders
|
|
$1,722
|
|
|
|
$1,297
|
|
|
|
$1,931
|
|
Average basic common shares
|
528
|
|
|
534
|
|
|
534
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
1
|
|
|
1
|
|
|
1
|
|
|||
Restricted stock and warrants
|
4
|
|
|
4
|
|
|
3
|
|
|||
Average diluted common shares
|
533
|
|
|
539
|
|
|
538
|
|
|||
Net income per average common share - diluted
|
|
$3.23
|
|
|
|
$2.41
|
|
|
|
$3.59
|
|
Net income per average common share - basic
|
|
$3.26
|
|
|
|
$2.43
|
|
|
|
$3.62
|
|
|
2014
|
|
2013
|
|||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
|||||
Tier 1 common
|
|
$15,594
|
|
|
9.60
|
%
|
|
$14,602
|
|
9.82
|
%
|
|
Tier 1 capital
|
17,554
|
|
|
10.80
|
|
|
16,073
|
|
|
10.81
|
|
|
Total capital
|
20,338
|
|
|
12.51
|
|
|
19,052
|
|
|
12.81
|
|
|
Tier 1 leverage
|
|
|
9.64
|
|
|
|
|
9.58
|
|
|||
SunTrust Bank
|
|
|
|
|
|
|
|
|||||
Tier 1 capital
|
|
$17,036
|
|
|
10.67
|
%
|
|
$16,059
|
|
10.96
|
%
|
|
Total capital
|
19,619
|
|
|
12.29
|
|
|
18,810
|
|
|
12.84
|
|
|
Tier 1 leverage
|
|
|
9.57
|
|
|
|
|
9.78
|
|
|
|
|
|
|
||||
(Dollars in millions)
|
|
2014
|
|
2013
|
||||
Series A (1,725 shares outstanding)
|
|
|
$172
|
|
|
|
$172
|
|
Series B
(1,025 shares outstanding)
|
|
103
|
|
|
103
|
|
||
Series E (4,500 shares outstanding)
|
|
450
|
|
|
450
|
|
||
Series F (5,000 shares outstanding)
|
|
500
|
|
|
—
|
|
||
Total preferred stock
|
|
|
$1,225
|
|
|
|
$725
|
|
(Dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
|
$365
|
|
|
|
($158
|
)
|
|
|
$592
|
|
State
|
|
29
|
|
|
(15
|
)
|
|
26
|
|
|||
Total
|
|
394
|
|
|
(173
|
)
|
|
618
|
|
|||
Deferred income tax expense/(benefit):
|
|
|
|
|
|
|
||||||
Federal
|
|
99
|
|
|
444
|
|
|
229
|
|
|||
State
|
|
—
|
|
|
51
|
|
|
(35
|
)
|
|||
Total
|
|
99
|
|
|
495
|
|
|
194
|
|
|||
Total income tax expense
|
|
|
$493
|
|
|
|
$322
|
|
|
|
$812
|
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
(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
|
|
|
$793
|
|
|
35.0
|
%
|
|
|
$583
|
|
|
35.0
|
%
|
|
|
$970
|
|
|
35.0
|
%
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net
|
|
12
|
|
|
0.5
|
|
|
21
|
|
|
1.2
|
|
|
(9
|
)
|
|
(0.3
|
)
|
|||
Tax-exempt interest
|
|
(89
|
)
|
|
(3.9
|
)
|
|
(80
|
)
|
|
(4.8
|
)
|
|
(77
|
)
|
|
(2.8
|
)
|
|||
Internal restructuring
|
|
—
|
|
|
—
|
|
|
(343
|
)
|
|
(20.6
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in UTBs (including interest), net
|
|
(82
|
)
|
|
(3.6
|
)
|
|
152
|
|
|
9.1
|
|
|
1
|
|
|
—
|
|
|||
Income tax credits, net of amortization
1
|
|
(65
|
)
|
|
(2.9
|
)
|
|
(53
|
)
|
|
(3.2
|
)
|
|
(58
|
)
|
|
(2.1
|
)
|
|||
Non-deductible expenses
|
|
(57
|
)
|
|
(2.5
|
)
|
|
49
|
|
|
3.0
|
|
|
16
|
|
|
0.6
|
|
|||
Other
|
|
(19
|
)
|
|
(0.8
|
)
|
|
(7
|
)
|
|
(0.4
|
)
|
|
(31
|
)
|
|
(1.1
|
)
|
|||
Total income tax expense and rate
|
|
|
$493
|
|
|
21.8
|
%
|
|
|
$322
|
|
|
19.3
|
%
|
|
|
$812
|
|
|
29.3
|
%
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
DTAs:
|
|
|
|
||||
ALLL
|
|
$710
|
|
|
|
$795
|
|
Accrued expenses
|
358
|
|
|
463
|
|
||
State NOLs and other carryforwards
|
201
|
|
|
208
|
|
||
Net unrealized losses in AOCI
|
56
|
|
|
153
|
|
||
Other
|
127
|
|
|
131
|
|
||
Total gross DTAs
|
1,452
|
|
|
1,750
|
|
||
Valuation allowance
|
(98
|
)
|
|
(102
|
)
|
||
Total DTAs
|
1,354
|
|
|
1,648
|
|
||
DTLs:
|
|
|
|
||||
Leasing
|
762
|
|
|
804
|
|
||
Compensation and employee benefits
|
113
|
|
|
97
|
|
||
MSRs
|
515
|
|
|
566
|
|
||
Loans
|
93
|
|
|
98
|
|
||
Goodwill and intangible assets
|
190
|
|
|
151
|
|
||
Fixed assets
|
140
|
|
|
153
|
|
||
Other
|
61
|
|
|
53
|
|
||
Total DTLs
|
1,874
|
|
|
1,922
|
|
||
Net DTL
|
|
($520
|
)
|
|
|
($274
|
)
|
(Dollars in millions)
|
2014
|
|
2013
|
||||
Balance at January 1
|
|
$291
|
|
|
|
$137
|
|
Increases in UTBs related to prior years
|
1
|
|
|
4
|
|
||
Decreases in UTBs related to prior years
|
(36
|
)
|
|
(10
|
)
|
||
Increases in UTBs related to the current year
|
87
|
|
|
171
|
|
||
Decreases in UTBs related to settlements
|
(130
|
)
|
|
(2
|
)
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
(3
|
)
|
|
(9
|
)
|
||
Balance at December 31
|
|
$210
|
|
|
|
$291
|
|
|
Year Ended December 31
|
||||||
|
2014
1
|
|
2013
|
|
2012
|
||
Dividend yield
|
N/A
|
|
1.28
|
%
|
|
0.91
|
%
|
Expected stock price volatility
|
N/A
|
|
30.98
|
|
|
39.88
|
|
Risk-free interest rate (weighted average)
|
N/A
|
|
1.02
|
|
|
1.07
|
|
Expected life of options
|
N/A
|
|
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, 2012
|
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
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
21,427
|
|
|
—
|
|
|
39.20
|
|
|
1,590,075
|
|
|
36.67
|
|
||||
Exercised/vested
|
(426,889
|
)
|
|
9.06 - 32.27
|
|
|
20.86
|
|
|
(957,308
|
)
|
|
—
|
|
|
29.31
|
|
|
(338,196
|
)
|
|
32.80
|
|
||||
Cancelled/expired/forfeited
|
(2,774,725
|
)
|
|
23.70 - 149.81
|
|
|
71.10
|
|
|
(117,798
|
)
|
|
(2
|
)
|
|
25.60
|
|
|
(58,793
|
)
|
|
37.73
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2014
|
7,727,757
|
|
|
$9.06 - 150.45
|
|
|
|
$43.84
|
|
|
2,929,859
|
|
|
|
$21
|
|
|
|
$26.45
|
|
|
3,689,264
|
|
|
|
$31.15
|
|
Exercisable, December 31, 2014
|
7,106,639
|
|
|
|
|
|
$45.47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||||
(Dollars in millions, except per share data)
|
|
Number
Outstanding at December 31, 2014 |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
|
Number
Exercisable at December 31, 2014 |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
||||||||||||
Range of Exercise Prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
$9.06 to 49.46
|
|
4,174,504
|
|
|
|
$19.63
|
|
|
5.18
|
|
|
|
$93
|
|
|
3,553,386
|
|
|
|
$18.66
|
|
|
4.73
|
|
|
|
$83
|
|
$49.47 to 64.57
|
|
781
|
|
|
56.34
|
|
|
2.84
|
|
|
—
|
|
|
781
|
|
|
56.34
|
|
|
2.84
|
|
|
—
|
|
||||
$64.58 to 150.45
|
|
3,552,472
|
|
|
72.29
|
|
|
1.16
|
|
|
—
|
|
|
3,552,472
|
|
|
72.29
|
|
|
1.16
|
|
|
—
|
|
||||
|
|
7,727,757
|
|
|
|
$43.84
|
|
|
3.33
|
|
|
|
$93
|
|
|
7,106,639
|
|
|
|
$45.47
|
|
|
2.95
|
|
|
|
$83
|
|
|
Years Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Intrinsic value of options exercised
1
|
|
$8
|
|
|
|
$11
|
|
|
|
$15
|
|
Fair value of vested restricted shares
1
|
28
|
|
|
21
|
|
|
31
|
|
|||
Fair value of vested RSUs
1
|
11
|
|
|
1
|
|
|
3
|
|
|
Years Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Stock options
|
|
$2
|
|
|
|
$6
|
|
|
|
$11
|
|
Restricted stock
|
27
|
|
|
32
|
|
|
30
|
|
|||
RSUs
|
34
|
|
|
18
|
|
|
27
|
|
|||
Total stock-based compensation
|
|
$63
|
|
|
|
$56
|
|
|
|
$68
|
|
Stock-based compensation tax benefit
|
|
$24
|
|
|
|
$21
|
|
|
|
$26
|
|
|
Performance Year
1
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Contribution
|
|
$19
|
|
|
|
$19
|
|
|
|
$38
|
|
Percentage of eligible pay
|
1
|
%
|
|
1
|
%
|
|
2
|
%
|
|
Pension Benefits
1
|
|
Other Postretirement Benefits
2
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Benefit obligation, beginning of year
|
|
$2,575
|
|
|
|
$2,838
|
|
|
|
$81
|
|
|
|
$167
|
|
Service cost
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
124
|
|
|
113
|
|
|
3
|
|
|
6
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
11
|
|
|
21
|
|
||||
Actuarial loss/(gain)
|
401
|
|
|
(195
|
)
|
|
(10
|
)
|
|
1
|
|
||||
Benefits paid
|
(165
|
)
|
|
(181
|
)
|
|
(16
|
)
|
|
(38
|
)
|
||||
Administrative expenses paid from pension trust
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
||||
Benefit obligation, end of year
3
|
|
$2,935
|
|
|
|
$2,575
|
|
|
|
$69
|
|
|
|
$81
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
|
$2,873
|
|
|
|
$2,742
|
|
|
|
$158
|
|
|
|
$164
|
|
Actual return on plan assets
|
371
|
|
|
309
|
|
|
8
|
|
|
14
|
|
||||
Employer contributions
|
6
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
11
|
|
|
21
|
|
||||
Benefits paid
|
(165
|
)
|
|
(181
|
)
|
|
(17
|
)
|
|
(41
|
)
|
||||
Administrative expenses paid from pension trust
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
4
|
|
$3,080
|
|
|
|
$2,873
|
|
|
|
$160
|
|
|
|
$158
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year
|
|
$145
|
|
|
|
$298
|
|
|
|
$91
|
|
|
|
$77
|
|
Funded status at end of year (%)
|
105
|
%
|
|
112
|
%
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$2,935
|
|
|
|
$2,575
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
(Weighted average assumptions used to determine benefit obligations, end of year)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
4.09
|
%
|
|
4.98
|
%
|
|
3.60
|
%
|
|
4.15
|
%
|
|
|
|
|
Fair Value Measurements at December 31, 2014
1
|
||||||||||||
(Dollars in millions)
|
Total
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Money market funds
|
|
|
$122
|
|
|
|
$122
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
|
1,467
|
|
|
1,467
|
|
|
—
|
|
|
—
|
|
||||
Futures contracts
|
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
||||
Fixed income securities
|
|
1,478
|
|
|
107
|
|
|
1,371
|
|
|
—
|
|
||||
Other assets
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$3,063
|
|
|
|
$1,713
|
|
|
|
$1,350
|
|
|
|
$—
|
|
|
|
|
|
Fair Value Measurements at December 31, 2013
1
|
||||||||||||
(Dollars in millions)
|
Total
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Money market funds
|
|
|
$83
|
|
|
|
$83
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
|
1,374
|
|
|
1,374
|
|
|
—
|
|
|
—
|
|
||||
Futures contracts
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Fixed income securities
|
|
1,387
|
|
|
157
|
|
|
1,230
|
|
|
—
|
|
||||
Other assets
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$2,854
|
|
|
|
$1,616
|
|
|
|
$1,238
|
|
|
|
$—
|
|
|
|
|
|
Fair Value Measurements at December 31, 2014
1
|
||||||||||||
(Dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money market funds
|
|
|
$13
|
|
|
|
$13
|
|
|
|
$—
|
|
|
|
$—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
|
82
|
|
|
82
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
|
$160
|
|
|
|
$160
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
|
Fair Value Measurements at December 31, 2013
1
|
||||||||||||
(Dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds
|
|
$7
|
|
|
|
$7
|
|
|
|
$—
|
|
|
|
$—
|
|
Mutual funds:
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
52
|
|
|
52
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
85
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
$158
|
|
|
|
$158
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Target
Allocation
|
|
December 31
|
|||||
|
2015
|
|
2014
|
|
2013
|
|||
Cash equivalents
|
0-10
|
%
|
|
4
|
%
|
|
3
|
%
|
Equity securities
|
0-50
|
|
|
48
|
|
|
48
|
|
Debt securities
|
50-100
|
|
|
48
|
|
|
49
|
|
Total
|
|
|
|
100
|
%
|
|
100
|
%
|
|
Target
Allocation
|
|
December 31
|
|||||
|
2015
|
|
2014
|
|
2013
|
|||
Cash equivalents
|
5-15
|
%
|
|
8
|
%
|
|
5
|
%
|
Equity securities
|
20-40
|
|
|
32
|
|
|
33
|
|
Debt securities
|
50-70
|
|
|
60
|
|
|
62
|
|
Total
|
|
|
|
100
|
%
|
|
100
|
%
|
(Dollars in millions)
|
Pension Benefits
1
|
|
Other Postretirement Benefits
(excluding Medicare Subsidy)
2
|
||||
Employer Contributions
|
|
|
|
||||
2015 (expected) to plan trusts
|
|
$—
|
|
|
|
$—
|
|
2015 (expected) to plan participants
3
|
7
|
|
|
—
|
|
||
Expected Benefit Payments
|
|
|
|
||||
2015
|
191
|
|
|
7
|
|
||
2016
|
171
|
|
|
7
|
|
||
2017
|
171
|
|
|
6
|
|
||
2018
|
167
|
|
|
6
|
|
||
2019
|
166
|
|
|
5
|
|
||
2019 - 2024
|
846
|
|
|
21
|
|
|
Pension Benefits
1
|
|
Other Postretirement Benefits
|
|
||||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||
Service cost
|
|
$5
|
|
|
|
$5
|
|
|
|
$5
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Interest cost
|
124
|
|
|
113
|
|
|
119
|
|
|
3
|
|
|
6
|
|
|
7
|
|
|
||||||
Expected return on plan assets
|
(200
|
)
|
|
(192
|
)
|
|
(178
|
)
|
|
(5
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
||||||
Amortization of actuarial loss
|
16
|
|
|
26
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
||||||
Settlement loss
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net periodic (benefit)/cost
|
|
($55
|
)
|
|
|
($48
|
)
|
|
|
($27
|
)
|
|
|
($8
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average assumptions used to determine net periodic benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Discount rate
|
4.98
|
%
|
|
4.08
|
%
|
|
4.63
|
%
|
2
|
4.15
|
%
|
|
3.45
|
%
|
|
4.10
|
%
|
|
||||||
Expected return on plan assets
|
7.20
|
|
|
7.20
|
|
|
7.20
|
|
|
3.41
|
|
3
|
3.25
|
|
3
|
4.06
|
|
3
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net actuarial loss/(gain)
|
|
$1,021
|
|
|
|
$807
|
|
|
|
($14
|
)
|
|
|
($1
|
)
|
Prior service credit
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
(76
|
)
|
||||
Total AOCI, pre-tax
|
|
$1,021
|
|
|
|
$807
|
|
|
|
($84
|
)
|
|
|
($77
|
)
|
(Dollars in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Current year actuarial loss/(gain)
|
|
$230
|
|
|
|
($13
|
)
|
Amortization of actuarial loss
|
(16
|
)
|
|
—
|
|
||
Amortization of prior service credit
|
—
|
|
|
6
|
|
||
Total recognized in AOCI, pre-tax
|
|
$214
|
|
|
|
($7
|
)
|
Total recognized in net periodic benefit and AOCI, pre-tax
|
|
$159
|
|
|
|
($15
|
)
|
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning pending repurchase requests
|
|
$126
|
|
|
|
$655
|
|
|
|
$590
|
|
Repurchase requests received
|
158
|
|
|
1,511
|
|
|
1,726
|
|
|||
Repurchase requests resolved:
|
|
|
|
|
|
||||||
Repurchased
|
(28
|
)
|
|
(1,134
|
)
|
|
(769
|
)
|
|||
Cured
|
(209
|
)
|
|
(906
|
)
|
|
(892
|
)
|
|||
Total resolved
|
(237
|
)
|
|
(2,040
|
)
|
|
(1,661
|
)
|
|||
Ending pending repurchase requests
1
|
|
$47
|
|
|
|
$126
|
|
|
|
$655
|
|
|
|
|
|
|
|
||||||
Percent from non-agency investors:
|
|
|
|
|
|||||||
Pending repurchase requests
|
6.7
|
%
|
|
2.8
|
%
|
|
2.5
|
%
|
|||
Repurchase requests received
|
0.9
|
|
|
1.2
|
|
|
1.2
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
|||||
Balance at beginning of period
|
|
$78
|
|
|
|
$632
|
|
|
|
$320
|
|
Repurchase provision
|
12
|
|
|
114
|
|
|
713
|
|
|||
Charge-offs, net of recoveries
|
(5
|
)
|
|
(668
|
)
|
|
(401
|
)
|
|||
Balance at end of period
|
|
$85
|
|
|
|
$78
|
|
|
|
$632
|
|
|
December 31, 2014
|
|||||||||||||||
|
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
|
|
|
$18,150
|
|
|
|
$208
|
|
|
|
$2,850
|
|
|
|
$8
|
|
Derivatives designated in fair value hedging relationships
2
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts covering fixed rate debt
|
|
2,700
|
|
|
30
|
|
|
2,600
|
|
|
1
|
|
||||
Interest rate contracts covering brokered CDs
|
|
30
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
2,730
|
|
|
30
|
|
|
2,600
|
|
|
1
|
|
||||
Derivatives not designated as hedging instruments
3
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
|
—
|
|
|
—
|
|
|
60
|
|
|
6
|
|
||||
MSRs
|
|
5,172
|
|
|
163
|
|
|
8,807
|
|
|
30
|
|
||||
LHFS, IRLCs
4
|
|
1,840
|
|
|
4
|
|
|
4,923
|
|
|
23
|
|
||||
Trading activity
5
|
|
61,049
|
|
|
2,405
|
|
|
61,005
|
|
|
2,219
|
|
||||
Foreign exchange rate contracts covering trading activity
|
|
2,429
|
|
|
104
|
|
|
2,414
|
|
|
100
|
|
||||
Credit contracts covering:
|
|
|
|
|
|
|
|
|
||||||||
Loans
|
|
—
|
|
|
—
|
|
|
392
|
|
|
5
|
|
||||
Trading activity
6
|
|
2,282
|
|
|
20
|
|
|
2,452
|
|
|
20
|
|
||||
Equity contracts - Trading activity
5
|
|
21,875
|
|
|
2,809
|
|
|
28,128
|
|
|
3,090
|
|
||||
Other contracts:
|
|
|
|
|
|
|
|
|
||||||||
IRLCs and other
7
|
|
2,231
|
|
|
25
|
|
|
139
|
|
|
5
|
|
||||
Commodities
|
|
381
|
|
|
71
|
|
|
374
|
|
|
70
|
|
||||
Total
|
|
97,259
|
|
|
5,601
|
|
|
108,694
|
|
|
5,568
|
|
||||
Total derivatives
|
|
|
$118,139
|
|
|
|
$5,839
|
|
|
|
$114,144
|
|
|
|
$5,577
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total gross derivatives, before netting
|
|
|
|
|
$5,839
|
|
|
|
|
|
$5,577
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
|
(4,083
|
)
|
|
|
|
(4,083
|
)
|
||||||
Less: Cash collateral received/paid
|
|
|
|
(449
|
)
|
|
|
|
(1,032
|
)
|
||||||
Total derivatives, after netting
|
|
|
|
|
$1,307
|
|
|
|
|
|
$462
|
|
|
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
|
|
|
Year Ended December 31, 2014
|
||||||||
(Dollars in millions)
|
Amount of
pre-tax gain
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of gain
reclassified
from AOCI into Income
(Effective Portion) |
|
Amount of
pre-tax gain
reclassified from AOCI
into Income
(Effective Portion) |
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts hedging floating rate loans
1
|
|
$99
|
|
|
Interest and fees on loans
|
|
|
$290
|
|
|
Year Ended December 31, 2014
|
||||||||||
(Dollars in millions)
|
Amount of gain
on Derivatives
recognized in Income |
|
Amount of loss
on related Hedged Items
recognized in Income |
|
Amount of gain
recognized in Income
on Hedges
(Ineffective Portion) |
||||||
Derivatives in fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts hedging fixed rate debt
1
|
|
$8
|
|
|
|
($7
|
)
|
|
|
$1
|
|
Interest rate contracts covering brokered CDs
1
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$8
|
|
|
|
($7
|
)
|
|
|
$1
|
|
(Dollars in millions)
|
Classification of (loss)/gain
recognized in Income on Derivatives |
|
Amount of (loss)/gain
recognized in Income on Derivatives during the Year Ended December 31, 2014 |
||
Derivatives not designated as hedging instruments:
|
|
|
|
||
Interest rate contracts covering:
|
|
|
|
||
Fixed rate debt
|
Trading income
|
|
|
($1
|
)
|
MSRs
|
Mortgage servicing related income
|
|
257
|
|
|
LHFS, IRLCs
|
Mortgage production related income
|
|
(149
|
)
|
|
Trading activity
|
Trading income
|
|
50
|
|
|
Foreign exchange rate contracts covering:
|
|
|
|
||
Trading activity
|
Trading income
|
|
69
|
|
|
Credit contracts covering:
|
|
|
|
||
Loans
|
Other noninterest income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
17
|
|
|
Equity contracts - trading activity
|
Trading income
|
|
4
|
|
|
Other contracts - IRLCs
|
Mortgage production related income
|
|
261
|
|
|
Total
|
|
|
|
$507
|
|
|
Year Ended December 31, 2013
|
||||||||
(Dollars in millions)
|
Amount of
pre-tax (loss)/gain
recognized in OCI
on Derivatives
(Effective Portion) |
|
Classification of (loss)/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:
|
|
|
|
|
|
||||
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
|
|
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
|
|
98
|
|
|
Total
|
|
|
|
$190
|
|
|
Year Ended December 31, 2012
|
||||||||
(Dollars in millions)
|
Amount of
pre-tax (loss)/gain
recognized in OCI on Derivatives (Effective Portion) |
|
Classification of (loss)/gain
reclassified from AOCI into Income (Effective Portion) |
|
Amount of
pre-tax (loss)/gain
reclassified from AOCI into Income
(Effective Portion)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
||||
Equity contracts hedging Securities AFS
1
|
|
($171
|
)
|
|
Net securities (losses)/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 (loss)/gain
recognized in Income on Derivatives
|
|
Amount of (loss)/gain
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
|
|
(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
|
|
930
|
|
|
Total
|
|
|
|
$1,134
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged
Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$5,127
|
|
|
|
$4,095
|
|
|
|
$1,032
|
|
|
|
$63
|
|
|
|
$969
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
25
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Exchange traded derivatives
|
687
|
|
|
437
|
|
|
250
|
|
|
—
|
|
|
250
|
|
|||||
Total derivative financial assets
|
|
$5,839
|
|
|
|
$4,532
|
|
|
|
$1,307
|
|
1
|
|
$63
|
|
|
|
$1,244
|
|
Derivative financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$5,001
|
|
|
|
$4,678
|
|
|
|
$323
|
|
|
|
$12
|
|
|
|
$311
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
133
|
|
|
—
|
|
|
133
|
|
|
—
|
|
|
133
|
|
|||||
Exchange traded derivatives
|
443
|
|
|
437
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Total derivative financial liabilities
|
|
$5,577
|
|
|
|
$5,115
|
|
|
|
$462
|
|
2
|
|
$12
|
|
|
|
$450
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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
|
|
•
|
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
MSR
s, 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
IRLC
s 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 end user in certain macro-hedging strategies. The macro-hedging strategies are focused on managing the
Company
’s overall interest rate risk exposure that is not otherwise hedged by derivatives or in connection with specific hedges and, therefore, the
Company
does not specifically associate individual derivatives with specific assets or liabilities.
|
•
|
Level 1: Quoted prices for identical instruments in active markets.
|
•
|
Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
•
|
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
December 31, 2014
|
||||||||||||||||||
|
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
|
|
$267
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$267
|
|
Federal agency securities
|
—
|
|
|
547
|
|
|
—
|
|
|
—
|
|
|
547
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||
MBS - agency
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|||||
CLO securities
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
509
|
|
|
—
|
|
|
—
|
|
|
509
|
|
|||||
CP
|
—
|
|
|
327
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|||||
Equity securities
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||
Derivative contracts
|
688
|
|
|
5,126
|
|
|
25
|
|
|
(4,532
|
)
|
|
1,307
|
|
|||||
Trading loans
|
—
|
|
|
2,610
|
|
|
—
|
|
|
—
|
|
|
2,610
|
|
|||||
Total trading assets and derivatives
|
1,000
|
|
|
9,709
|
|
|
25
|
|
|
(4,532
|
)
|
|
6,202
|
|
|||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
1,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,921
|
|
|||||
Federal agency securities
|
—
|
|
|
484
|
|
|
—
|
|
|
—
|
|
|
484
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
197
|
|
|
12
|
|
|
—
|
|
|
209
|
|
|||||
MBS - agency
|
—
|
|
|
23,048
|
|
|
—
|
|
|
—
|
|
|
23,048
|
|
|||||
MBS - private
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
|||||
ABS
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
36
|
|
|
5
|
|
|
—
|
|
|
41
|
|
|||||
Other equity securities
2
|
138
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
923
|
|
|||||
Total securities AFS
|
2,059
|
|
|
23,765
|
|
|
946
|
|
|
—
|
|
|
26,770
|
|
|||||
Residential LHFS
|
—
|
|
|
1,891
|
|
|
1
|
|
|
—
|
|
|
1,892
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
272
|
|
|||||
MSRs
|
—
|
|
|
—
|
|
|
1,206
|
|
|
—
|
|
|
1,206
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivatives:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
485
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
485
|
|
|||||
MBS - agency
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
279
|
|
|
—
|
|
|
—
|
|
|
279
|
|
|||||
Derivative contracts
|
444
|
|
|
5,128
|
|
|
5
|
|
|
(5,115
|
)
|
|
462
|
|
|||||
Total trading liabilities and derivatives
|
929
|
|
|
5,408
|
|
|
5
|
|
|
(5,115
|
)
|
|
1,227
|
|
|||||
Long-term debt
|
—
|
|
|
1,283
|
|
|
—
|
|
|
—
|
|
|
1,283
|
|
|||||
Other liabilities
3
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
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
|
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
2
|
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
|
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
3
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
(Dollars in millions)
|
Aggregate Fair Value at
December 31, 2014
|
|
Aggregate UPB under FVO at
December 31, 2014
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$2,610
|
|
|
|
$2,589
|
|
|
|
$21
|
|
LHFS
|
1,891
|
|
|
1,817
|
|
|
74
|
|
|||
Nonaccrual
|
1
|
|
|
1
|
|
|
—
|
|
|||
LHFI
|
269
|
|
|
281
|
|
|
(12
|
)
|
|||
Nonaccrual
|
3
|
|
|
5
|
|
|
(2
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Long-term debt
|
1,283
|
|
|
1,176
|
|
|
107
|
|
|||
(Dollars in millions)
|
Aggregate Fair Value at
December 31, 2013 |
|
Aggregate UPB 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 90 days or more
|
1
|
|
|
2
|
|
|
(1
|
)
|
|||
Nonaccrual
|
2
|
|
|
15
|
|
|
(13
|
)
|
|||
LHFI
|
294
|
|
|
317
|
|
|
(23
|
)
|
|||
Nonaccrual
|
8
|
|
|
12
|
|
|
(4
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
764
|
|
|
761
|
|
|
3
|
|
|||
Long-term debt
|
1,556
|
|
|
1,432
|
|
|
124
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2014 for Items Measured at Fair Value
Pursuant to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
Trading
Income
|
|
Mortgage Production Related
Income
1
|
|
Mortgage
Servicing
Related
Income
|
|
Total Changes
in Fair Values
Included in
Current
Period
Earnings
2
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
$11
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$11
|
|
LHFS
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||
LHFI
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||
MSRs
|
—
|
|
|
3
|
|
|
(401
|
)
|
|
(398
|
)
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Long-term debt
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
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
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
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
|
)
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value
December 31, 2014 |
|
Valuation Technique
|
|
Unobservable Input
1
|
|
Range
(weighted average)
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
||
Derivative contracts, net
2
|
|
$20
|
|
|
Internal model
|
|
Pull through rate
|
|
40-100% (75%)
|
|
MSR value
|
|
39-218 bps (107 bps)
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
||
U.S. states and political subdivisions
|
12
|
|
|
Cost
|
|
N/A
|
|
|
|
MBS - private
|
123
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
21
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
Other equity securities
|
785
|
|
|
Cost
|
|
N/A
|
|
|
|
Residential LHFS
|
1
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
145-225 (157 bps)
|
|
Conditional prepayment rate
|
1-30 CPR (15 CPR)
|
||||||||
Conditional default rate
|
0-3 CDR (0.75 CDR)
|
||||||||
LHFI
|
269
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
0-450 (286 bps)
|
|
Conditional prepayment rate
|
4-30 CPR (13.75 CPR)
|
||||||||
Conditional default rate
|
0-7 CDR (1.75 CDR)
|
||||||||
3
|
|
Collateral based pricing
|
Appraised value
|
NM
4
|
|||||
MSRs
|
1,206
|
|
|
Monte Carlo/Discounted cash flow
|
|
Conditional prepayment rate
|
|
2-47 CPR (11 CPR)
|
|
|
Option adjusted spread
|
|
(1.34%)-122.1% (9.96%)
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||
Other liabilities
3
|
27
|
|
|
Internal model
|
|
Loan production volume
|
|
0-150% (107%)
|
|
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, 3
|
5
|
|
|
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
4
|
||
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
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
balance January 1, 2014 |
|
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, 2014
|
|
Included in earnings (held at December 31, 2014)
1
|
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets and derivatives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
CDO/CLO securities
|
|
$54
|
|
|
|
$11
|
|
3
|
|
$—
|
|
|
|
$—
|
|
|
|
($65
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
ABS
|
6
|
|
|
1
|
|
3
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Derivative contracts, net
|
5
|
|
|
252
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
|||||||||||
Total trading assets and derivatives
|
65
|
|
|
264
|
|
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
8
|
|
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
34
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
|||||||||||
MBS - private
|
154
|
|
|
(1
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
(1
|
)
|
|
|||||||||||
ABS
|
21
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
739
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|
(320
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
953
|
|
|
(3
|
)
|
4
|
4
|
|
5
|
360
|
|
|
(20
|
)
|
|
(354
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
946
|
|
|
(1
|
)
|
4
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential LHFS
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(6
|
)
|
|
17
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
|||||||||||
LHFI
|
302
|
|
|
12
|
|
6
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
1
|
|
|
2
|
|
|
—
|
|
|
272
|
|
|
9
|
|
6
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other liabilities
|
26
|
|
|
4
|
|
7
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
3
|
|
$—
|
|
|
|
$—
|
|
|
|
($20
|
)
|
|
|
($1
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$54
|
|
|
|
$15
|
|
3
|
ABS
|
5
|
|
|
1
|
|
3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
1
|
|
3
|
|||||||||||
Derivative contracts, net
|
132
|
|
|
93
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
5
|
|
7
|
(5
|
)
|
2
|
|||||||||||
Corporate and other debt securities
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||||||||
Total trading assets and derivatives
|
190
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
(222
|
)
|
|
—
|
|
|
—
|
|
|
65
|
|
|
11
|
|
|
|||||||||||
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
|
|
|
(1
|
)
|
7
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
(1
|
)
|
7
|
(Dollars in millions)
|
December 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Losses for the Year Ended December 31, 2014
|
||||||||||
LHFS
|
|
$1,108
|
|
|
|
$121
|
|
|
|
$45
|
|
|
|
$942
|
|
|
|
($6
|
)
|
LHFI
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|||||
OREO
|
29
|
|
|
—
|
|
|
1
|
|
|
28
|
|
|
(6
|
)
|
|||||
Affordable housing
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(21
|
)
|
|||||
Other assets
|
225
|
|
|
—
|
|
|
216
|
|
|
9
|
|
|
(64
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(Dollars in millions)
|
December 31, 2013
|
|
Level 1
|
|
Level 2
|
|
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
|
)
|
|
December 31, 2014
|
|
Fair Value Measurement Using
|
|
||||||||||||||||
(Dollars in millions)
|
Measured
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$8,229
|
|
|
|
$8,229
|
|
|
|
$8,229
|
|
|
|
$—
|
|
|
|
$—
|
|
(a)
|
Trading assets and derivatives
|
6,202
|
|
|
6,202
|
|
|
1,000
|
|
|
5,177
|
|
|
25
|
|
(b)
|
|||||
Securities AFS
|
26,770
|
|
|
26,770
|
|
|
2,059
|
|
|
23,765
|
|
|
946
|
|
(b)
|
|||||
LHFS
|
3,232
|
|
|
3,240
|
|
|
—
|
|
|
2,063
|
|
|
1,177
|
|
(c)
|
|||||
LHFI, net
|
131,175
|
|
|
126,855
|
|
|
—
|
|
|
545
|
|
|
126,310
|
|
(d)
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
140,567
|
|
|
140,562
|
|
|
—
|
|
|
140,562
|
|
|
—
|
|
(e)
|
|||||
Short-term borrowings
|
9,186
|
|
|
9,186
|
|
|
—
|
|
|
9,186
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
13,022
|
|
|
13,056
|
|
|
—
|
|
|
12,398
|
|
|
658
|
|
(f)
|
|||||
Trading liabilities and derivatives
|
1,227
|
|
|
1,227
|
|
|
929
|
|
|
293
|
|
|
5
|
|
(b)
|
|
December 31, 2013
|
|
Fair Value Measurement Using
|
|
||||||||||||||||
(Dollars in millions)
|
Measured
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
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)
|
(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)
|
Trading assets and derivatives, securities
AFS
, 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
|
(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
|
(e)
|
Deposit liabilities with no defined maturity such as
DDA
s,
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
CD
s 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
|
(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
measures 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, the Company reviews 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,
ATM
s, 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.
|
•
|
PWM
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
.
PWM
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 solutions, including advisory, capital raising, and financial risk management, with the first goal of best serving the needs of
|
•
|
Commercial & Business Banking offers an array of traditional banking products, including cash management services and investment banking solutions via
STRH
to commercial clients (generally those with average revenues $1 million to $150 million), not-for-profit organizations, and governmental entities, as well as auto dealer financing (floor plan inventory financing). Also managed within Commercial & Business Banking is the Premium Assignment Corporation, which creates corporate insurance premium financing solutions.
|
•
|
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, 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 projects through
SunTrust Community Capital
, with particular expertise in Low Income Housing Tax Credits and New Market Tax Credits.
|
•
|
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. It also 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 income from tax-exempt assets comparable to other taxable products. The segment results reflect maturity funds transfer pricing, which ascribes 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 this mismatch is generally attributable to corporate balance sheet management strategies.
|
•
|
Provision for credit losses
– Represents net charge-offs by segment combined with an allocation to the segments of the provision attributable to each segment's quarterly change in the
ALLL
and unfunded commitment reserve balances.
|
•
|
Provision/(benefit) for income taxes
– Calculated using a blended income tax rate for each segment. This calculation includes the impact of various 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, residual expenses are also allocated to the segments. The recoveries for the majority of these costs are reported 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 equivalent employees, number of PC’s/Laptops and net revenue). The recoveries for these allocations are reported 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, 2014
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer
Banking and Private Wealth Management |
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average loans
|
|
$41,694
|
|
|
|
$62,643
|
|
|
|
$26,494
|
|
|
|
$43
|
|
|
|
$—
|
|
|
|
$130,874
|
|
Average consumer and commercial deposits
|
86,249
|
|
|
43,502
|
|
|
2,333
|
|
|
(72
|
)
|
|
—
|
|
|
132,012
|
|
||||||
Average total assets
|
47,377
|
|
|
74,307
|
|
|
30,386
|
|
|
26,964
|
|
|
3,142
|
|
|
182,176
|
|
||||||
Average total liabilities
|
86,982
|
|
|
50,242
|
|
|
2,665
|
|
|
20,128
|
|
|
(11
|
)
|
|
160,006
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,170
|
|
|
22,170
|
|
||||||
Statements of Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,636
|
|
|
|
$1,682
|
|
|
|
$552
|
|
|
|
$273
|
|
|
|
($303
|
)
|
|
|
$4,840
|
|
FTE adjustment
|
1
|
|
|
139
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
142
|
|
||||||
Net interest income - FTE
1
|
2,637
|
|
|
1,821
|
|
|
552
|
|
|
276
|
|
|
(304
|
)
|
|
4,982
|
|
||||||
Provision for credit losses
2
|
191
|
|
|
71
|
|
|
81
|
|
|
—
|
|
|
(1
|
)
|
|
342
|
|
||||||
Net interest income after provision for credit losses - FTE
|
2,446
|
|
|
1,750
|
|
|
471
|
|
|
276
|
|
|
(303
|
)
|
|
4,640
|
|
||||||
Total noninterest income
|
1,528
|
|
|
1,104
|
|
|
473
|
|
|
238
|
|
|
(20
|
)
|
|
3,323
|
|
||||||
Total noninterest expense
|
2,887
|
|
|
1,536
|
|
|
1,050
|
|
|
87
|
|
|
(17
|
)
|
|
5,543
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes - FTE
|
1,087
|
|
|
1,318
|
|
|
(106
|
)
|
|
427
|
|
|
(306
|
)
|
|
2,420
|
|
||||||
Provision/(benefit) for income taxes - FTE
3
|
400
|
|
|
418
|
|
|
(50
|
)
|
|
(20
|
)
|
|
(113
|
)
|
|
635
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
687
|
|
|
900
|
|
|
(56
|
)
|
|
447
|
|
|
(193
|
)
|
|
1,785
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Net income/(loss)
|
|
$687
|
|
|
|
$900
|
|
|
|
($56
|
)
|
|
|
$436
|
|
|
|
($193
|
)
|
|
|
$1,774
|
|
|
|
|
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 loans
|
|
$40,511
|
|
|
|
$54,141
|
|
|
|
$27,974
|
|
|
|
$31
|
|
|
|
$—
|
|
|
|
$122,657
|
|
Average consumer and commercial deposits
|
84,359
|
|
|
39,577
|
|
|
3,206
|
|
|
(66
|
)
|
|
—
|
|
|
127,076
|
|
||||||
Average total assets
|
45,541
|
|
|
66,094
|
|
|
32,708
|
|
|
26,503
|
|
|
1,651
|
|
|
172,497
|
|
||||||
Average total liabilities
|
85,237
|
|
|
46,697
|
|
|
3,845
|
|
|
15,645
|
|
|
(94
|
)
|
|
151,330
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,167
|
|
|
21,167
|
|
||||||
Statements of Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,599
|
|
|
|
$1,566
|
|
|
|
$539
|
|
|
|
$314
|
|
|
|
($165
|
)
|
|
|
$4,853
|
|
FTE adjustment
|
1
|
|
|
124
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
127
|
|
||||||
Net interest income - FTE
1
|
2,600
|
|
|
1,690
|
|
|
539
|
|
|
317
|
|
|
(166
|
)
|
|
4,980
|
|
||||||
Provision/(benefit) for credit losses
2
|
261
|
|
|
124
|
|
|
170
|
|
|
(1
|
)
|
|
(1
|
)
|
|
553
|
|
||||||
Net interest income after provision/(benefit) for credit losses - FTE
|
2,339
|
|
|
1,566
|
|
|
369
|
|
|
318
|
|
|
(165
|
)
|
|
4,427
|
|
||||||
Total noninterest income
|
1,478
|
|
|
1,103
|
|
|
402
|
|
|
241
|
|
|
(10
|
)
|
|
3,214
|
|
||||||
Total noninterest expense
|
2,801
|
|
|
1,450
|
|
|
1,503
|
|
|
86
|
|
|
(9
|
)
|
|
5,831
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes - FTE
|
1,016
|
|
|
1,219
|
|
|
(732
|
)
|
|
473
|
|
|
(166
|
)
|
|
1,810
|
|
||||||
Provision/(benefit) for income taxes - FTE
3
|
374
|
|
|
397
|
|
|
(205
|
)
|
|
(63
|
)
|
|
(54
|
)
|
|
449
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
642
|
|
|
822
|
|
|
(527
|
)
|
|
536
|
|
|
(112
|
)
|
|
1,361
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||
Net income/(loss)
|
|
$642
|
|
|
|
$822
|
|
|
|
($527
|
)
|
|
|
$519
|
|
|
|
($112
|
)
|
|
|
$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 loans
|
|
$41,823
|
|
|
|
$50,741
|
|
|
|
$30,288
|
|
|
|
$41
|
|
|
|
$—
|
|
|
|
$122,893
|
|
Average consumer and commercial deposits
|
83,917
|
|
|
38,697
|
|
|
3,638
|
|
|
(3
|
)
|
|
—
|
|
|
126,249
|
|
||||||
Average total assets
|
47,022
|
|
|
63,296
|
|
|
35,153
|
|
|
28,317
|
|
|
2,346
|
|
|
176,134
|
|
||||||
Average total liabilities
|
84,662
|
|
|
46,618
|
|
|
4,484
|
|
|
20,039
|
|
|
(164
|
)
|
|
155,639
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,495
|
|
|
20,495
|
|
||||||
Statements of Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,722
|
|
|
|
$1,531
|
|
|
|
$511
|
|
|
|
$397
|
|
|
|
($59
|
)
|
|
|
$5,102
|
|
FTE adjustment
|
—
|
|
|
119
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
123
|
|
||||||
Net interest income - FTE
1
|
2,722
|
|
|
1,650
|
|
|
511
|
|
|
401
|
|
|
(59
|
)
|
|
5,225
|
|
||||||
Provision for credit losses
2
|
583
|
|
|
193
|
|
|
618
|
|
|
1
|
|
|
—
|
|
|
1,395
|
|
||||||
Net interest income/(loss) after provision for credit losses - FTE
|
2,139
|
|
|
1,457
|
|
|
(107
|
)
|
|
400
|
|
|
(59
|
)
|
|
3,830
|
|
||||||
Total noninterest income
|
1,495
|
|
|
1,222
|
|
|
502
|
|
|
2,160
|
|
|
(6
|
)
|
|
5,373
|
|
||||||
Total noninterest expense
|
3,082
|
|
|
1,627
|
|
|
1,369
|
|
|
211
|
|
|
(5
|
)
|
|
6,284
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes - FTE
|
552
|
|
|
1,052
|
|
|
(974
|
)
|
|
2,349
|
|
|
(60
|
)
|
|
2,919
|
|
||||||
Provision/(benefit) for income taxes - FTE
3
|
203
|
|
|
333
|
|
|
(369
|
)
|
|
781
|
|
|
(13
|
)
|
|
935
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
349
|
|
|
719
|
|
|
(605
|
)
|
|
1,568
|
|
|
(47
|
)
|
|
1,984
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
||||||
Net income/(loss)
|
|
$349
|
|
|
|
$719
|
|
|
|
($605
|
)
|
|
|
$1,542
|
|
|
|
($47
|
)
|
|
|
$1,958
|
|
|
(Dollars in millions)
|
Pre-tax
Amount
|
|
Income Tax
(Expense)/
Benefit
|
|
After-tax
Amount
|
||||||
AOCI, January 1, 2012
|
|
$2,744
|
|
|
|
($995
|
)
|
|
|
$1,749
|
|
Unrealized gains on AFS securities:
|
|
|
|
|
|
||||||
Unrealized net gains
|
198
|
|
|
(72
|
)
|
|
126
|
|
|||
Less: Reclassification adjustment for realized net gains
1
|
(2,279
|
)
|
|
810
|
|
|
(1,469
|
)
|
|||
Unrealized gains 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 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
|
)
|
|||
Unrealized gains/(losses) on AFS securities:
|
|
|
|
|
|
||||||
Unrealized net gains
|
578
|
|
|
(212
|
)
|
|
366
|
|
|||
Less: Reclassification adjustment for realized net losses
|
15
|
|
|
(6
|
)
|
|
9
|
|
|||
Unrealized gains on cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized net gains
|
99
|
|
|
(37
|
)
|
|
62
|
|
|||
Less: Reclassification adjustment for realized net gains
|
(387
|
)
|
|
143
|
|
|
(244
|
)
|
|||
Change related to employee benefit plans
|
(41
|
)
|
|
15
|
|
|
(26
|
)
|
|||
AOCI, December 31, 2014
|
|
($178
|
)
|
|
|
$56
|
|
|
|
($122
|
)
|
(Dollars in millions)
|
|
Year Ended December 31
|
|
Affected line item in the Consolidated Statements of Income
|
||||||||||
Details about AOCI components
|
|
2014
|
|
2013
|
|
2012
|
|
|||||||
Realized losses/(gains) on AFS securities:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
$15
|
|
|
|
($2
|
)
|
|
|
($2,279
|
)
|
|
Net securities (losses)/gains
|
|
|
(6
|
)
|
|
1
|
|
|
810
|
|
|
Provision for income taxes
|
|||
|
|
|
$9
|
|
|
|
($1
|
)
|
|
|
($1,469
|
)
|
|
|
Gains on cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||
|
|
|
($387
|
)
|
|
|
($417
|
)
|
|
|
($143
|
)
|
|
Interest and fees on loans
|
|
|
143
|
|
|
154
|
|
|
53
|
|
|
Provision for income taxes
|
|||
|
|
|
($244
|
)
|
|
|
($263
|
)
|
|
|
($90
|
)
|
|
|
Change related to employee benefit plans:
|
|
|
|
|
|
|
|
|
||||||
Amortization of actuarial losses
|
|
|
$10
|
|
|
|
$26
|
|
|
|
$27
|
|
|
Employee benefits
|
|
|
(51
|
)
|
|
373
|
|
|
(122
|
)
|
|
Other assets/other liabilities
1
|
|||
|
|
(41
|
)
|
|
399
|
|
|
(95
|
)
|
|
|
|||
|
|
15
|
|
|
(147
|
)
|
|
35
|
|
|
Provision for income taxes
|
|||
|
|
|
($26
|
)
|
|
|
$252
|
|
|
|
($60
|
)
|
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income
|
|
|
|
|
|
|
||||||
Dividends
1
|
|
|
$1,057
|
|
|
|
$1,200
|
|
|
|
$27
|
|
Interest on loans
|
|
7
|
|
|
10
|
|
|
36
|
|
|||
Trading income
|
|
10
|
|
|
16
|
|
|
18
|
|
|||
Gain on sale of subsidiary
|
|
105
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
|
13
|
|
|
7
|
|
|
23
|
|
|||
Total income
|
|
1,192
|
|
|
1,233
|
|
|
104
|
|
|||
Expense
|
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
|
7
|
|
|
12
|
|
|
13
|
|
|||
Interest on long-term debt
|
|
122
|
|
|
96
|
|
|
177
|
|
|||
Employee compensation and benefits
2
|
|
42
|
|
|
24
|
|
|
111
|
|
|||
Service fees to subsidiaries
|
|
10
|
|
|
3
|
|
|
3
|
|
|||
Other expense
|
|
11
|
|
|
(113
|
)
|
3
|
43
|
|
|||
Total expense
|
|
192
|
|
|
22
|
|
|
347
|
|
|||
Income/(loss) before income tax benefit and equity in undistributed income of subsidiaries
|
|
1,000
|
|
|
1,211
|
|
|
(243
|
)
|
|||
Income tax benefit
|
|
2
|
|
|
8
|
|
|
91
|
|
|||
Income/(loss) before equity in undistributed income of subsidiaries
|
|
1,002
|
|
|
1,219
|
|
|
(152
|
)
|
|||
Equity in undistributed income of subsidiaries
|
|
772
|
|
|
125
|
|
|
2,110
|
|
|||
Net income
|
|
1,774
|
|
|
1,344
|
|
|
1,958
|
|
|||
Preferred dividends
|
|
(42
|
)
|
|
(37
|
)
|
|
(12
|
)
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
|
(10
|
)
|
|
(10
|
)
|
|
(15
|
)
|
|||
Net income available to common shareholders
|
|
|
$1,722
|
|
|
|
$1,297
|
|
|
|
$1,931
|
|
|
|
|
|
||||
|
December 31
|
||||||
(Dollars in millions)
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
$192
|
|
|
|
$238
|
|
Interest-bearing deposits held at SunTrust Bank
|
2,410
|
|
|
2,756
|
|
||
Interest-bearing deposits held at other banks
|
21
|
|
|
20
|
|
||
Cash and cash equivalents
|
2,623
|
|
|
3,014
|
|
||
Trading assets and derivatives
|
26
|
|
|
92
|
|
||
Securities available for sale
|
251
|
|
|
316
|
|
||
Loans to subsidiaries
|
2,669
|
|
|
1,311
|
|
||
Investment in capital stock of subsidiaries stated on the basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
||||
Banking subsidiaries
|
22,783
|
|
|
21,772
|
|
||
Nonbanking subsidiaries
|
1,222
|
|
|
1,465
|
|
||
Goodwill
|
211
|
|
|
99
|
|
||
Other assets
|
298
|
|
|
534
|
|
||
Total assets
|
|
$30,083
|
|
|
|
$28,603
|
|
|
|
|
|
||||
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Subsidiaries
|
|
$243
|
|
|
|
$656
|
|
Non-affiliated companies
|
1,281
|
|
|
1,554
|
|
||
Long-term debt:
|
|
|
|
||||
Subsidiaries
|
—
|
|
|
160
|
|
||
Non-affiliated companies
|
4,815
|
|
|
4,111
|
|
||
Other liabilities
|
847
|
|
|
819
|
|
||
Total liabilities
|
7,186
|
|
|
7,300
|
|
||
Preferred stock
|
1,225
|
|
|
725
|
|
||
Common stock
|
550
|
|
|
550
|
|
||
Additional paid in capital
|
9,089
|
|
|
9,115
|
|
||
Retained earnings
|
13,295
|
|
|
11,936
|
|
||
Treasury stock, at cost, and other
1
|
(1,140
|
)
|
|
(734
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(122
|
)
|
|
(289
|
)
|
||
Total shareholders’ equity
|
22,897
|
|
|
21,303
|
|
||
Total liabilities and shareholders’ equity
|
|
$30,083
|
|
|
|
$28,603
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
|
$1,774
|
|
|
|
$1,344
|
|
|
|
$1,958
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of subsidiary
|
(105
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in undistributed income of subsidiaries
|
(772
|
)
|
|
(125
|
)
|
|
(2,110
|
)
|
|||
Depreciation, amortization, and accretion
|
5
|
|
|
5
|
|
|
10
|
|
|||
Deferred income tax expense
|
35
|
|
|
74
|
|
|
18
|
|
|||
Stock-based compensation
|
21
|
|
|
34
|
|
|
35
|
|
|||
Net loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
15
|
|
|||
Net securities losses/(gains)
|
2
|
|
|
(2
|
)
|
|
(6
|
)
|
|||
Net decrease/(increase) in other assets
|
207
|
|
|
51
|
|
|
(188
|
)
|
|||
Net increase/(decrease) in other liabilities
|
7
|
|
|
(339
|
)
|
|
332
|
|
|||
Net cash provided by operating activities
|
1,174
|
|
|
1,042
|
|
|
64
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
71
|
|
|
55
|
|
|
65
|
|
|||
Proceeds from sales of securities available for sale
|
21
|
|
|
57
|
|
|
47
|
|
|||
Purchases of securities available for sale
|
(26
|
)
|
|
(25
|
)
|
|
(68
|
)
|
|||
Proceeds from sales of auction rate securities
|
59
|
|
|
8
|
|
|
—
|
|
|||
Net (increase)/decrease in loans to subsidiaries
|
(1,518
|
)
|
|
1,422
|
|
|
940
|
|
|||
Proceeds from sale of subsidiary
|
193
|
|
|
—
|
|
|
—
|
|
|||
Net capital contributions to subsidiaries
|
(32
|
)
|
|
—
|
|
|
(150
|
)
|
|||
Other, net
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/provided by investing activities
|
(1,242
|
)
|
|
1,517
|
|
|
834
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net (decrease)/increase in short-term borrowings
|
(686
|
)
|
|
(827
|
)
|
|
935
|
|
|||
Proceeds from long-term debt
|
723
|
|
|
888
|
|
|
15
|
|
|||
Repayment of long-term debt
|
(5
|
)
|
|
(9
|
)
|
|
(3,073
|
)
|
|||
Proceeds from the issuance of preferred stock
|
496
|
|
|
—
|
|
|
438
|
|
|||
Repurchase of common stock
|
(458
|
)
|
|
(150
|
)
|
|
—
|
|
|||
Incentive compensation related activity
|
16
|
|
|
17
|
|
|
26
|
|
|||
Common and preferred dividends paid
|
(409
|
)
|
|
(225
|
)
|
|
(119
|
)
|
|||
Net cash used in financing activities
|
(323
|
)
|
|
(306
|
)
|
|
(1,778
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(391
|
)
|
|
2,253
|
|
|
(880
|
)
|
|||
Cash and cash equivalents at beginning of period
|
3,014
|
|
|
761
|
|
|
1,641
|
|
|||
Cash and cash equivalents at end of period
|
|
$2,623
|
|
|
|
$3,014
|
|
|
|
$761
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes (paid to)/received from subsidiaries
|
|
($219
|
)
|
|
|
($195
|
)
|
|
|
$621
|
|
Income taxes received from/(paid by) by Parent Company
|
171
|
|
|
55
|
|
|
(605
|
)
|
|||
Net income taxes (paid)/received by Parent Company
|
|
($48
|
)
|
|
|
($140
|
)
|
|
|
$16
|
|
Interest paid
|
|
$131
|
|
|
|
$112
|
|
|
|
$189
|
|
|
|
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
|
|
|
4.9
|
|
Form of Second Supplemental Indenture
(to Indenture dated as of October 25, 2006) between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form 8-A filed on December 5, 2006.
|
|
*
|
|
|
|
|
|
4.10
|
|
Senior Indenture
dated as of September 10, 2007 by and between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on September 10, 2007.
|
|
*
|
|
|
|
|
|
4.11
|
|
Form of Third Supplemental Indenture to the Junior Subordinated Notes Indenture
between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form 8-A filed on March 3, 2008.
|
|
*
|
|
|
|
|
|
4.12
|
|
Warrant Agreement
dated September 22, 2011, among SunTrust Banks, Inc., Computershare Inc. and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-A filed September 23, 2011.
|
|
*
|
|
|
|
|
|
4.13
|
|
Warrant Agreement
dated September 22, 2011, among SunTrust Banks, Inc., Computershare Inc. and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-A filed September 23, 2011.
|
|
*
|
|
|
|
|
|
4.14
|
|
Form of Series A Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed September 12, 2006.
|
|
*
|
|
|
|
|
|
4.15
|
|
Form of Stock Certificate Representing the
5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities of SunTrust Preferred Capital I, incorporated by reference to Exhibit 4.7 to Registrant's Current Report on Form 8-A filed October 24, 2006.
|
|
*
|
|
|
|
|
|
4.16
|
|
Form of Series E Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed December 20, 2012.
|
|
*
|
|
|
|
|
|
4.17
|
|
Form of Series F Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed November 7, 2014.
|
|
*
|
|
|
|
|
|
10.1
|
|
SunTrust Banks, Inc. Annual Incentive Plan (formerly Management Incentive Plan),
amended and restated as of January 1, 2014, incorporated by reference to Appendix B to the Registrant’s Proxy Statement filed March 10, 2014.
|
|
*
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
10.2
|
|
SunTrust Banks, Inc. 2009 Stock Plan,
amended and restated as of April 22, 2014, incorporated by reference to Appendix A to the Company's definitive proxy statement filed March 10, 2014, 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; (xxii) Form of Restricted Stock Unit Award Agreement, 2013 TSR; (xxiii) Form of Restricted Stock Unit Agreement, 2014 TSR/Return on Tangible Common Equity (corrected); (xxiv) Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type I; (xxv) Form of Time-Vested Restricted Stock Unit Agreement, 2014 Type II; and (xxvi) Form of Restricted Stock Unit Agreement, 2015 TSR/Return on Tangible Common Equity;
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; (xxii) Exhibit 10.24 of the Company's Annual Report on Form 10-K filed February 27, 2013; (xxiii) Exhibit 10.17 of this Annual Report; (xxiv) Exhibit 10.18 of the Company's Annual Report on Form 10-K filed February 24, 2014; (xxv) Exhibit 10.19 of the Company's Annual Report on Form 10-K filed February 24, 2014; and (xxvi) Exhibit 10.18 of this Annual Report.
|
|
*
|
|
|
|
|
|
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. 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.
|
|
*
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
10.6
|
|
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.
|
|
*
|
|
|
|
|
|
10.7
|
|
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.
|
|
*
|
|
|
|
|
|
10.8
|
|
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.
|
|
*
|
|
|
|
|
|
10.9
|
|
Executive Severance Plan,
amended and restated July 24, 2014, incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed August 6, 2014.
|
|
*
|
|
|
|
|
|
10.10
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated effective as of January 1, 2015.
|
|
**
|
|
|
|
|
|
10.11
|
|
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.
|
|
*
|
|
|
|
|
|
10.12
|
|
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.
|
|
*
|
|
|
|
|
|
10.13
|
|
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.
|
|
*
|
|
|
|
|
|
10.14
|
|
Consent Judgment
between SunTrust Mortgage, Inc. (“SunTrust Mortgage”) on the one hand and the United States Department of Justice, the United States Department of Housing and Urban Development, certain other federal agencies, and the Attorneys General for forty-nine states and the District of Columbia dated as of June 17, 2014.
|
|
*
|
|
|
|
|
|
10.15
|
|
Restitution and Remediation Agreement
dated as of July 3, 2014 between SunTrust Mortgage, Inc. and the United States of America, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed July 3, 2014.
|
|
*
|
|
|
|
|
|
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 (corrected).
|
|
**
|
|
|
|
|
|
10.18
|
|
Form of Restricted Stock Unit Agreement,
2015 Return on Tangible Common Equity.
|
|
**
|
|
|
|
|
|
10.19
|
|
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
|
|
|
10.20
|
|
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).
|
|
*
|
|
|
|
|
|
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.
|
|
**
|
|
|
|
|
|
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, 2015
|
|
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, 2015
|
Chairman of the Board (Director) and
|
|
William H. Rogers, Jr.
|
|
Date
|
Chief Executive Officer
|
|
|
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|
|
Principal Financial Officer:
|
|
|
|
|
/s/ Aleem Gillani
|
|
February 24, 2015
|
Corporate Executive Vice President and
|
|
Aleem Gillani
|
|
Date
|
Chief Financial Officer
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ Thomas E. Panther
|
|
February 24, 2015
|
Senior Vice President and Director of Corporate
|
|
Thomas E. Panther
|
|
Date
|
Finance & Controller
|
|
|
|
|
||
Directors:
|
|
|
|
|
/s/ Robert M. Beall, II
|
|
February 16, 2015
|
Director
|
|
Robert M. Beall, II
|
|
Date
|
|
|
|
|
|
||
/s/ Paul R. Garcia
|
|
February 10, 2015
|
Director
|
|
Paul R. Garcia
|
|
Date
|
|
|
|
|
|
|
|
/s/ David H. Hughes
|
|
February 10, 2015
|
Director
|
|
David H. Hughes
|
|
Date
|
|
|
|
|
|
||
/s/ M. Douglas Ivester
|
|
February 10, 2015
|
Director
|
|
M. Douglas Ivester
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kyle Prechtl Legg
|
|
February 10, 2015
|
Director
|
|
Kyle Prechtl Legg
|
|
Date
|
|
|
|
|
|
|
|
/s/ William A. Linnenbringer
|
|
February 10, 2015
|
Director
|
|
William A. Linnenbringer
|
|
Date
|
|
|
|
|
|
||
/s/ Donna S. Morea
|
|
February 10, 2015
|
Director
|
|
Donna S. Morea
|
|
Date
|
|
|
|
|
|
||
/s/ David M. Ratcliffe
|
|
February 10, 2015
|
Director
|
|
David M. Ratcliffe
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frank P. Scruggs, Jr.
|
|
February 10, 2015
|
Director
|
|
Frank P. Scruggs, Jr.
|
|
Date
|
|
|
|
|
|
||
/s/ Thomas R. Watjen
|
|
February 10, 2015
|
Director
|
|
Thomas R. Watjen
|
|
Date
|
|
|
|
|
|
||
/s/ Dr. Phail Wynn, Jr.
|
|
February 10, 2015
|
Director
|
|
Dr. Phail Wynn, Jr.
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|
Date
|
|
2.1
|
Account
means the bookkeeping account established by SunTrust for each Participant electing to defer Eligible Income or being credited with Mandatory Deferrals under the Plan. A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amount of benefits to be paid to the Participant pursuant to this Plan. A Participant’s Account shall not constitute or be treated as a trust fund of any kind and may be divided into one or more sub-accounts, depending on the source of contributions, the type of Investment Fund selected or the distribution timing and payment method.
|
2.2
|
Affiliate
means any corporation or other entity that is treated as a single employer with SunTrust under Code sections 414(b) or (c).
|
2.3
|
AIP
means SunTrust Banks, Inc. Annual Incentive Plan, as amended from time to time.
|
2.4
|
Base Salary
means the pre-tax amount of an Eligible Employee’s regular base salary from SunTrust and all Affiliates as in effect from time to time during a Plan Year, disregarding any deferrals or withholdings from such base salary and including any compensation classified on the payroll as vacation pay or sick pay earned during that Plan Year. Base Salary shall not include any amount of an Eligible Employee’s base salary payable in a form denominated by the Committee as “salary shares” or “salary units.”
|
2.5
|
Beneficiary
means one or more persons or one or more entities entitled to receive any benefits payable under this Plan at the Participant’s death. A Participant may name one or more primary Beneficiaries and one or more secondary Beneficiaries. A Participant may revoke a Beneficiary designation by filing a new beneficiary designation form or a written revocation with the Plan Administrator. If the Plan Administrator is not in receipt of a properly completed beneficiary designation form at the Participant’s death, then the Participant’s Beneficiary shall be the Participant’s spouse. If the Participant does not have a spouse or if none of the Beneficiaries named by the Participant survives the Participant or is in
|
2.6
|
Board
means the Board of Directors of SunTrust.
|
2.7
|
Cause
means for purposes of this Plan and as determined by the Plan Administrator, in its sole discretion, one or more of the following actions that serves as the primary reason(s) for the termination of the Participant’s employment with SunTrust or an Affiliate:
|
(a)
|
the Participant’s willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust to Participant and a thirty (30) day period in which to cure such failure;
|
(b)
|
the Participant’s conviction of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;
|
(c)
|
the Participant’s material violation of the Code of Business Conduct and Ethics of SunTrust or the Code of Conduct of an Affiliate;
|
(d)
|
the Participant’s engagement in an act that materially damages or materially prejudices SunTrust or an Affiliate or the Participant’s engagement in activities materially damaging to the property, business or reputation of SunTrust or an Affiliate; or
|
(e)
|
the Participant’s failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Affiliate and their regulatory agencies, if such failure continues after written notice from SunTrust to the Participant and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Participant may no longer serve as an officer of SunTrust or an Affiliate.
|
2.8
|
Change in Control
means a change in control of SunTrust of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934
|
2.9
|
Code
means the Internal Revenue Code of 1986, as amended.
|
2.10
|
Committee
means the Compensation Committee of the Board.
|
2.11
|
Company Contribution
means the amount credited to a Participant’s Company Contribution Account, as described in Section 3.5.
|
2.12
|
Company Contribution Account
means a bookkeeping account established by SunTrust for each Participant credited with Company Contributions or True-Up Contributions.
|
2.13
|
Date of Hire
means the date of an Employee’s first day of active employment with SunTrust or an Affiliate.
|
2.14
|
Deferral Election Form
means the form that a Participant uses to elect to defer receipt of all or a portion of his Eligible Income and/or to elect the time or form of payment for an amount deferred under this Plan.
|
2.15
|
Designated Distribution Date
means the date determined by the Plan Administrator
within the first quarter of the calendar year selected by a
Participant as the Specified Date for payment of
an in-service distribution pursuant to Section 7.4.
|
2.16
|
Disabled
or
Disability
means a Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer and, in addition, has begun to receive benefits under SunTrust’s Long-Term Disability Plan.
|
2.17
|
Eligible Employee
means an Employee who is selected by the Plan Administrator as eligible to make a deferral election under this Plan and who belongs to a “select group of management or highly compensated employees,” as such phrase is defined under ERISA. Generally, an Eligible Employee means an Employee participating in the AIP and in Grade 52 or higher, an Employee in Grade 53 or higher, or an Employee otherwise designated by the Plan Administrator based on other eligibility criteria, such as a minimum compensation level or prior participation in the 401(k) Excess Plan or the Prior Deferred Compensation Plan. The Plan Administrator, in its sole discretion, may: (a) change such requisite grade level and may determine other appropriate grade levels for elective deferrals to this Plan on an individual basis, (b) establish minimum compensation levels required for Eligible Employees, and (c) determine whether an Eligible Employee may defer Base Salary. For purposes of the Company Discretionary Contribution under Section 3.5(b), an Employee must be (a) an Eligible Employee prior to the beginning of the Plan Year for which the contribution is made or (b) a Newly Hired Eligible Employee during the Plan Year for which the contribution is made. If an employee becomes an Eligible
|
2.18
|
Eligible Income
means Base Salary and Incentive Awards.
|
2.19
|
Eligible Plans
mean the AIP and the functional incentive plans sponsored by SunTrust or an Affiliate and approved by the Plan Administrator that provide for bonus, incentive, commission or similar variable pay to Employees, which pay is approved as eligible for voluntary or mandatory deferral under this Plan.
|
2.20
|
Employee
means an individual who is a regular, common-law employee on the U.S. payroll of SunTrust or an Affiliate. The term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant, or a person otherwise designated by SunTrust or an Affiliate as not eligible to participate in the Plan, even if such person is determined to be an “employee” of SunTrust or an Affiliate by any governmental or judicial authority.
|
2.21
|
ERISA
means the Employee Retirement Income Security Act of 1974, as amended.
|
2.22
|
ERISA Excess Plan Participants
mean, for purposes of determining certain Company Contributions described in Section 3.5(c), the Employees accruing benefits in the SunTrust Banks, Inc. ERISA Excess Retirement Plan, as amended and restated from time to time (the “ERISA Excess Plan”), as of December 31, 2011 and those Employees who accrued benefits under the ERISA Excess Plan during the 2011 Plan Year but terminated employment due to the circumstances set forth in Section 3.5(b)(2).
|
2.23
|
Incentive
Award
means the pre-tax amount of an Eligible Employee’s bonus, incentive or commission, or similar variable pay, disregarding any deferrals, offsets, or withholdings from such incentive award, which is earned under an Eligible Plan. Notwithstanding the foregoing, Incentive Awards shall exclude any bonus pay that is not earned under a pre-determined plan, such as any non-reoccurring promotional program, referral, signing or spot bonuses, and any bonus pay that is payable on a monthly basis under an Eligible Plan.
|
2.24
|
Investment Fund
means each investment vehicle that, for bookkeeping purposes, is used to determine the earnings that are credited and the losses
|
2.25
|
Key Employee
means an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) (
i.e.
, a key employee (as defined in Code section 416(i) without regard to section (5) thereof)) if the common stock of SunTrust or an Affiliate is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the twelve (12) month period beginning on the
April 1 following the identification date.
|
2.26
|
Mandatory Deferral
means the amount defined in Section 3.4.
|
2.27
|
Newly Hired Eligible Employee
means an individual who is hired by SunTrust or an Affiliate, who is not a current or former Employee and who meets the criteria for an Eligible Employee on his first Date of Hire.
|
2.28
|
Participant
means (a) an Eligible Employee who has made a deferral election in accordance with the terms of the Plan; (b) an Employee who has had Mandatory Deferrals credited under the Plan; (c) an Employee who has a SERP Benefit credited under the Plan; (d) an Employee who is credited with a Company Contribution; or (e) an Employee or former Employee who continues to have a Plan benefit attributable to his participation in a prior plan that has not been distributed in full. An individual ceases to be a Participant when his entire benefit under the Plan has been distributed or forfeited.
|
2.29
|
Plan
means the SunTrust Banks, Inc. Deferred Compensation Plan as described in this document, including any Addenda attached, which are incorporated herein by reference, as amended from time to time.
|
2.30
|
Plan Administrator
means the party responsible for administering the Plan, as provided in Section 8.1.
|
2.31
|
Plan Year
means the calendar year.
|
2.32
|
Restoration Plan Participants
mean, for purposes of determining the Company Contribution and True-Up Contribution, if any, the participants accruing "pay credits" in the SunTrust Banks, Inc. Restoration Plan, as amended and restated from time to time, for the applicable Plan Year. For purposes of determining certain Company Contributions described in
|
2.33
|
Retirement
means a Participant’s Separation from Service on or after attaining age fifty-five (55) and completing at least five (5) Years of Vesting Service.
|
2.34
|
Retirement Plan
means the SunTrust Banks, Inc. Retirement Plan, as amended and restated from time to time, and any successor plan.
|
2.35
|
Separation from Service
or
Separate from Service
means a “separation from service” with SunTrust and its Affiliates within the meaning of Code section 409A.
|
2.36
|
SERP
means the SunTrust Banks, Inc. Supplemental Executive Retirement Plan, as amended and restated from time to time.
|
2.37
|
SERP Account
means a bookkeeping account established by SunTrust for a Participant who changes from a position eligible to participate in the SERP to one that is not eligible and credited with a SERP Benefit under Section 3.8.
|
2.38
|
SERP Benefit
means the benefit amount determined under the SERP that is subject to Code section 409A (excluding any "Grandfathered Amounts," (as defined in the SERP)) and credited to a Participant’s SERP Account, as described in Section 3.8.
|
2.39
|
Specified Date
means a time or a fixed schedule specified under the Plan in accordance with Treas. Reg. § 1.409A-3(a)(4).
|
2.40
|
SunTrust
means SunTrust Banks, Inc. or any successor to SunTrust.
|
2.41
|
Tier 1 and Tier 2 SERP Participants
mean, for purposes of determining the Company Contribution and True-Up Contribution, if any, the Tier 1 and Tier 2 participants accruing benefits in the SERP for the applicable Plan Year.
|
2.42
|
True-Up Contribution
means the amount credited to a Participant’s Company Contribution Account, as defined in Section 3.6.
|
2.43
|
Valuation Date
means the last day of each Plan Year and such other dates as the Plan Administrator may determine from time to time. For purposes of benefit distributions under the Plan, the Valuation Date for a distribution shall be the last date by which the Account (or sub-account) or Company Contribution Account must be valued in order to have the distribution of all or part of the Account (or sub-account) or Company Contribution Account paid on the scheduled payment date.
|
2.44
|
Years of Vesting Service
means "Years of Vesting Service," as defined under the Retirement Plan.
|
3.1
|
Participation
. Participation in the Plan shall be limited to Eligible Employees and certain other Employees credited with any Company Contributions, Mandatory Deferrals or SERP Benefits. The Plan Administrator shall notify any Employee of his status as an Eligible Employee at such time and in such manner as the Plan Administrator shall determine. An Employee shall become a Participant by making a deferral election as an Eligible Employee under Section 3.2 or by being credited with a Mandatory Deferral under Section 3.4, a Company Contribution under Section 3.5, or a SERP Benefit under Section 3.8.
|
3.2
|
Deferral Elections.
An Eligible Employee may make an irrevocable election to defer the following types of Eligible Income:
|
(a)
|
Base Salary.
Certain Eligible Employees, as determined by the Plan Administrator, may elect to defer a portion of Base Salary each payroll period from 6% to 50% in one (1) percent increments.
|
(b)
|
Incentive Awards.
All Eligible Employees may elect to defer a portion of an Incentive Award from 6% to 90% in one (1) percent increments.
|
3.3
|
Time and Manner of Making Deferral Elections.
In order to elect to defer Eligible Income earned during a Plan Year, an Eligible Employee shall file a Deferral Election Form, written or electronic, with the Plan Administrator
|
(a)
|
Newly Hired Eligible Employee.
Notwithstanding the foregoing, if an individual becomes a Newly Hired Eligible Employee after the beginning of a Plan Year, the Plan Administrator has the sole discretion to determine whether such individual may submit a Deferral Election Form for that Plan Year. If allowed to participate, the Newly Hired Eligible Employee may make an election to defer Base Salary in accordance with the procedures established by the Plan Administrator, provided such election is delivered to the Plan Administrator no later than thirty (30) days after the Employee’s Date of Hire. In the event of a deferral election under this Section 3.3(a), the Deferral Election Form shall apply only to Base Salary earned for services performed on and after the first day of the month following the date the election is filed with the Plan Administrator.
|
(b)
|
No Commencement after Promotion or Rehire.
If an employee becomes an Eligible Employee for purposes of this Plan after the beginning of a Plan Year, but is not a Newly Hired Eligible Employee, he may not participate in this Plan until the beginning of the next Plan Year, assuming that he is still an Eligible Employee and that he appropriately files a Deferral Election Form with the Plan Administrator.
|
3.4
|
Mandatory Deferrals.
If any portion of an Incentive Award is subject to mandatory deferral as established prior to the beginning of the Plan Year in which the Incentive Award is earned or as otherwise determined by the Plan Administrator in compliance with Treas. Reg. § 1.409A-2(a)(2) (as provided in the applicable Eligible Plan) (each, a “Mandatory Deferral”), then each Mandatory Deferral shall be subject to the provisions of this Plan. With respect to each Mandatory Deferral, the terms of the Eligible Plan shall determine whether all or part of such Mandatory Deferral is subject to a vesting schedule and if so, what the vesting schedule is; and whether such Mandatory Deferral is subject to any special investment restrictions. Each Mandatory Deferral shall be credited to the Participant’s Account as soon as practicable after the amounts would have otherwise been paid and be paid in accordance with Section 7.9.
|
3.5
|
Company Contributions.
Each Plan Year beginning effective as set forth below, SunTrust shall credit the following amounts to a Participant’s Company Contribution Account, if applicable (each, a “Company Contribution”):
|
(a)
|
Matching
Contributions.
Each Plan Year beginning on and after January 1, 2012, for a Participant eligible to defer Base Salary, SunTrust shall credit to the Participant’s Company Contribution Account an amount, if any, equal to his elective deferrals credited for such Plan Year under Section 3.2 up to a maximum of 6% of the difference between Sections 3.5(d)(1) and (d)(2) below.
|
(b)
|
Company Discretionary Contributions.
SunTrust may elect for any Plan Year to make a discretionary Company Contribution. This discretionary Company Contribution for a Plan Year shall be allocated to Eligible Employees (whether or not such Employee actually makes a deferral election under the Plan) who:
|
(1)
|
are Employees on the last day of the Plan Year; or
|
(2)
|
who cease to be Employees during the Plan Year by reason of (i) death (ii) termination of employment because of a reduction in force (i.e., they received severance pay from SunTrust or an Affiliate pursuant to the SunTrust Banks, Inc. Severance Pay Plan), (iii) termination of employment after attainment of the “early retirement age” (age 55 with 5 Years of Vesting Service for this purpose), or (iv) a Disability incurred during the Plan Year.
|
(1)
|
2011 Contribution
. SunTrust will make a one-time special Company Contribution for the Plan Year ending December 31, 2011 in an amount equal to 5% of the difference between Sections 3.5(d)(1) and (d)(2) below on behalf of ERISA Excess Plan Participants and Restoration Plan Participants who (1) have completed
|
(2)
|
New-Hire Contributions
. SunTrust may make a one-time, discretionary Company Contribution on behalf of a Newly Hired Eligible Employee pursuant to the terms of an initial offer letter or employment agreement and subject to the terms of this Plan.
|
(d)
|
Eligible Income.
Company Contributions under Section 3.5 (other than Section 3.5(c)(2)) will be based on the Participant’s Eligible Income as follows:
|
(1)
|
An amount equal to the lesser of: (i) the Participant’s Eligible Income paid or deferred during the Plan Year, or (ii) two (2) times the annual compensation limit under Code section 401(a)(17) for the Plan Year (i.e., $500,000 for 2012); provided, however, for Tier 1 and Tier 2 SERP Participants and Restoration Plan Participants, this amount shall be equal to the Participant’s Eligible Income paid or deferred during the Plan Year;
|
(2)
|
The annual compensation limit under Code section 401(a)(17) for such Plan Year ($250,000 for 2012).
|
3.6
|
True-Up Contributions.
Each Plan Year beginning effective as set forth below, SunTrust shall credit the following amounts to a Participant’s Company Contribution Account, if applicable (each, a “True-Up Contribution”):
|
(a)
|
Nonqualified True-Up Contribution
. As soon as practicable on or after the last payroll processing date of each Plan Year beginning on and after January 1, 2010, for a Participant eligible to defer Base Salary, SunTrust shall make a True-Up Contribution, if any, equal to the difference between (i) the Company Contribution for the Participant determined for such Plan Year under Section 3.5(a), regardless of when the Participant reaches the annual compensation limit under Code section 401(a)(17), minus (ii) the actual amount of any Company Contributions under Section 3.5(a) credited during the Plan Year. In no event shall this True-Up Contribution exceed the Participant’s total elective deferrals under Section 3.2 for such Plan Year.
|
(b)
|
Savings Plan True-Up Contribution
. As soon as practicable on or after the last payroll processing date of each Plan Year beginning on and after January 1, 2013, for a Participant who defers compensation under the SunTrust Banks, Inc. 401(k) Savings Plan (the “Savings Plan”) equal to the maximum contribution limit under Code section 402(g) and whose “Compensation” (as defined in the Savings Plan) during a Plan Year is less than the Code section 401(a)(17) limit for such Plan Year solely as a result of making elective deferrals under this Plan, SunTrust shall make a True-Up Contribution equal to six (6) percent of the difference between (x) the Code section 401(a)(17) limit for such Plan Year, minus (y) the amount of “Compensation” (as defined in the Savings Plan) paid to the Participant during that Plan Year.
|
3.7
|
Cancellation of Deferral Election.
If a Participant becomes Disabled or obtains a distribution under Section 7.8 on account of an Unforeseeable Emergency, his outstanding deferral elections under this Plan shall be cancelled and no further Eligible Income will be deferred under such elections.
|
3.8
|
Transferred SERP Benefits.
In the event an Employee changes from a position eligible to participate in the SERP to one that is not eligible for any reason, the Plan Administrator, or its delegate, shall determine, in its or his sole discretion, the SERP Benefit as of the date of such change and shall credit to the Participant's SERP Account an amount equal to the present value of the SERP Benefit as soon as practicable following such date. Such Participant shall continue to vest in the SERP Account during his continued service as an Employee. Solely for purposes of Articles 4 and 5, the SERP Account shall be treated as a sub-account of the Participant’s Account. Notwithstanding anything herein to the contrary other than as specifically provided in the preceding sentence, the SERP Account shall be subject to the terms and conditions of the SERP. To the extent that a Participant satisfies the SERP vesting requirements prior to termination, the SERP Account shall be paid to the Participant in accordance with the time and form of payment established under the SERP.
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4.1
|
Generally.
The Plan Administrator shall specify procedures to allow Participants to make elections among the Investment Funds as to the deemed investment of amounts newly credited to their Accounts and Company Contribution Accounts, as well as the deemed investment of amounts previously credited to these accounts (i.e., reallocation).
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4.2
|
Default Investment.
If a Participant fails to make an initial investment election pursuant to Section 4.1, his Account and Company Contribution Account shall be deemed to be invested in one or more Investment Funds selected by the Plan Administrator as the default investment. The Plan Administrator shall have no responsibility to any Participant or anyone claiming a benefit through a Participant if a Participant fails to make an investment election or to change any investment election.
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4.3
|
No Actual Investment Required.
Notwithstanding the preceding sections of this Article 4 and any other provision of this document, this Plan shall remain an unfunded plan and the description of Investment Funds in this Article 4, including any election rights of a Participant, shall not obligate SunTrust or any Affiliate to set aside any funds or to make any actual investments pursuant to this Plan. The purpose of the selection of the Investment Funds is to provide a means for measuring the value of a Participant’s Account and the Company Contribution Account, if any, which determines the amount of his Plan benefit.
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4.4
|
Compliance with Securities Laws.
Notwithstanding the foregoing provisions of this Article 4, if a Participant is subject to Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), then such Participant’s investment elections shall be subject to such additional rules as may be established by the Plan Administrator as it deems necessary to ensure that transactions by such Participant comply with Rule 16b-3 of the Exchange Act (or any successor rules).
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5.1
|
General.
A Participant’s benefit under this Plan is equal to the vested balance of his Account (including applicable sub-accounts) and the Company Contribution Account, if applicable. As of each Valuation Date, amounts shall be allocated to and charged against each Participant’s Account and Company Contribution Account in accordance with this Article 5.
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5.2
|
Distributions and Forfeitures.
The balances of a Participant’s Account and Company Contribution Account will be reduced, as applicable, by the amount of any distributions made under Article 7, by any forfeiture pursuant to Section 6.2, 6.4, or 6.5, and as required pursuant to Section 9.12. Any such distributions or forfeitures shall be deemed to reduce
pro rata the deemed investment in each Investment Fund in the Participant’s Account and Company Contribution Account.
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5.3
|
Earnings and Losses.
As of each Valuation Date selected by the Plan Administrator, each Participant’s Account and Company Contribution Account will be credited with earnings and gains or charged with losses occurring since the last Valuation Date, based on the results that would have been achieved had amounts credited to the Account and Company Contribution Account actually been invested in the Investment Funds selected by the Participant (or in the default Investment Fund, absent a Participant’s election). Earnings, gains and losses will continue to be credited or charged to the Participant’s Account and Company Contribution Account in accordance with this Section 5.3 until all amounts credited to such accounts are paid or forfeited. The amount of such deemed investment gain or loss shall be determined by the Plan Administrator and such determinations shall be final and conclusive upon all concerned.
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6.1
|
Generally.
Except as provided in Sections 6.2, 6.4 and 6.5,
a Participant’s interest in his benefit under this Plan is one hundred percent (100%) vested and nonforfeitable at all times.
|
6.2
|
Mandatory Deferrals.
If a Participant’s Account has been credited with any Mandatory Deferral that is subject to a vesting period (as set forth in the applicable Eligible Plan), and the Participant terminates employment with SunTrust and its Affiliates for any reason prior to meeting the vesting requirements for such Mandatory Deferral, then that portion of the Mandatory Deferral that is not vested, and the earnings on such nonvested portion
shall be forfeited and deducted
from the Participant’s Account. Notwithstanding the foregoing, unless approved by the Plan Administrator and otherwise specified in the Eligible Plan, upon a Participant’s death, Disability, Retirement or involuntary termination of employment resulting in the Participant’s eligibility to receive benefits under the SunTrust Banks, Inc. Severance Pay Plan (disregarding for purposes of determining eligibility, the Participant’s eligibility to receive severance benefits under another severance plan or individual agreement maintained by SunTrust or an Affiliate), the Participant’s nonvested Account balance shall fully vest as of the date such forfeiture would otherwise occur.
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6.3
|
Change in Control.
Unless an Eligible Plan provides for some other treatment, if a Participant’s employment with SunTrust or any Affiliate or their successors terminates for any reason, other than termination for Cause, within three (3) years following a Change in Control, any portion of the Participant’s Account or Company Contribution Account that was nonvested at the Change in Control and has not yet vested shall become fully vested immediately prior to the effective time of the Participant’s termination of employment. A Participant’s voluntary termination of employment, including a Participant’s Retirement or voluntary resignation, is not considered termination for Cause for purposes of vesting under this Section 6.3.
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6.4
|
Exception
. Notwithstanding the foregoing, a Participant and his Beneficiary shall forfeit the balance credited to his Company Contribution Account (as adjusted pursuant to Article 5) if the Participant is terminated for Cause by SunTrust or an Affiliate prior to a Change in Control. Forfeiture under this Section 6.4 shall be in addition to any other remedies which may be available to SunTrust or an Affiliate at law or in equity.
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6.5
|
Vesting of Company Contribution Account.
Unless a different vesting period is
specified in an initial offer letter or employment agreement with
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7.1
|
Normal Form of Payment and Commencement.
Except as otherwise provided in this Article 7, when
a Participant Separates from Service for any reason, he shall be paid the vested balances of his Account and his Company Contribution Account, if any, under this Plan in a single lump sum cash payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs. For the avoidance of doubt, any Company Discretionary Contributions credited to a Participant’s Company Contribution Account under Section 3.5(b) or a 2011 Special One-Time Company Contribution credited to a Participant’s Company Contribution Account under Section 3.5(c)(1) prior to a Participant completing his first Deferral Election Form shall be paid in a single lump sum cash payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs, subject to Section 7.3. Any Company Discretionary Contributions credited to a Participant’s Company Contribution Account under Section 3.5(b) or a 2011 Special One-Time Company Contribution credited to a Participant’s Company Contribution Account under Section 3.5(c)(1) subsequent to a Participant completing his first Deferral Election Form shall be paid in accordance with such Deferral Election Form.
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7.2
|
Alternate Form of Payment Election.
A Participant who does not wish to have his benefit under this Plan paid in a lump sum pursuant to Section 7.1 may elect on the first Deferral Election Form filed with the Plan Administrator to have the vested balances of his Account and his Company Contribution Account (except for any Company Discretionary Contributions under Section
|
(a)
|
Procedure for Installment Election.
A Participant’s election to receive installment payments shall not be effective until received and approved by the Plan Administrator in accordance with Section 3.3.
|
(b)
|
Cash-Out.
Notwithstanding any elections by a Participant, if the sum of a Participant’s total vested benefits under this Plan, including amounts credited under the 401(k) Excess Plan, the Prior Deferred Compensation Plan and any other account balance plan required to be aggregated with the Plan, as described in Treas. Reg. § 1.409A-1(c)(2)(i), is less than the applicable dollar amount under Code section 402(g)(1)(B) at the time payments commence under this Section 7.2, the vested balances of his Account and the Company Contribution Account shall be distributed in a lump sum payment during the first quarter of the calendar year immediately following the year in which he Separates from Service.
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7.3
|
Key Employee Delay.
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 Participant’s Separation from Service and shall continue to be credited or charged with earnings, gains or losses in accordance with Section 5.3 until such amounts are paid or forfeited.
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7.4
|
In-Service Distribution Election.
Unless the Plan Administrator announces otherwise for a Plan Year or if not permitted under the terms of an initial offer letter or employment agreement, a Participant may elect on a Deferral Election Form to have the portion of: (i) his Account related to amounts deferred under such Deferral Election Form (and earnings thereon) or (ii) his Company Contribution Account related to amounts deferred pursuant to an initial offer letter or employment agreement under Section 3.5(c)(2) (and earnings thereon); paid to the Participant as of a Specified Date
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(a)
|
Earlier Separation from Service.
If a Participant should Separate from Service before his Specified Date(s), any vested portion of his Account or Company Contribution Account subject to an in-service distribution election pursuant to this Section 7.4 will be paid in a lump sum in accordance with Section 7.1 and will not be subject to an election, if any, under Section 7.2.
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(b)
|
Sub-Account.
The portion of a Participant’s Account or Company Contribution Account to which an in-service distribution election applies pursuant to this Section 7.4 shall be maintained as a sub-account of the Participant’s Account or Company Contribution Account, as applicable, unless all amounts in the Participant’s Account or Company Contribution Account, respectively, are subject to an in-service distribution election with the same Specified Date.
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(c)
|
No Company Contributions.
Except for Company Contributions credited under Section 3.5(c)(2) as set forth above, in no event shall an in-service distribution election pursuant to this Section 7.4 for a Plan Year apply to any Company Contributions or True-Up Contributions earned during such Plan Year.
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7.5
|
Subsequent Deferral Election.
A Participant may make one or more subsequent elections to change the time or form of a distribution for a deferred amount in accordance with the procedures and distribution rules established by the Plan Administrator. An election under this Section 7.5 shall become irrevocable on the date the election is filed with the Plan Administrator, and any election to change the time or form of a distribution shall be effective only if the following conditions are satisfied:
|
(a)
|
The new election may not take effect until at least twelve (12) months after the date on which the new election is made;
|
(b)
|
In the case of an election to change the time or form of a distribution under Section 7.1, 7.2, or 7.4, a distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and
|
(c)
|
In the case of an election to change the time of a distribution under Section 7.4, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid.
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7.6
|
Payment of Death Benefit.
Notwithstanding any elections by the Participant or provisions of the Plan to the contrary, if a Participant dies at any time (including after his Separation from Service), the vested balances in the Account and the Company Contribution Account, if any, shall be distributed to the Beneficiary in a lump sum payment in the first quarter of the calendar year immediately following the year of the Participant’s death (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).
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7.7
|
Disability.
Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, if a Participant becomes Disabled at any time, then his vested balances in the Account and the Company Contribution Account, if any, will be distributed to the Participant in a lump sum payment in the first quarter of the calendar year immediately following the year in which the Participant becomes Disabled (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).
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7.8
|
Withdrawals for Unforeseeable Emergency.
A Participant may withdraw all or any portion of the vested balances in his Account and Company Contribution Account, if any, for an Unforeseeable Emergency. The amount distributed with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy such Unforeseeable Emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan.
|
(a)
|
Definition.
“Unforeseeable Emergency” means, for this purpose, a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
|
(b)
|
Participant Evidence.
The Plan Administrator shall have the authority to require the Participant to provide such evidence as it deems necessary to determine whether distribution is warranted pursuant to this Section 7.8.
|
7.9
|
Distribution of Mandatory Deferrals.
Notwithstanding any other provision of the Plan, the vested portion of an Account attributable to a Mandatory Deferral (as adjusted pursuant to Article 5) shall be paid in a lump sum on the Specified Date for each Mandatory Deferral set forth in the Eligible Plan or, if earlier, upon the Participant's death or Disability in accordance with Section 7.6 or 7.7, respectively. In no event shall any Mandatory Deferrals be subject to an election under Section 7.2, 7.4 or 7.5, or to payment under Section 7.8.
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7.10
|
Effect of Taxation.
If a portion of the Participant’s balance credited to the Account or the Company Contribution Account is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
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7.11
|
Permitted Delays.
Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Plan Administrator’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided that any payment delayed pursuant to this Section 7.11 shall be paid in accordance with Code section 409A on the earliest date on which SunTrust reasonably anticipates that the making of the payment will not cause a violation of Federal securities laws or other applicable law.
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8.1
|
General Administration.
SunTrust is the sponsor of the Plan, and the Committee is the Plan Administrator responsible for the operation and administration of the Plan.
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8.2
|
Responsibility of Administrator.
The Plan Administrator shall have sole discretionary authority for the operation, interpretation and administration of the Plan. All determinations and actions of the Plan Administrator within its discretionary authority shall be final, conclusive and binding on all persons, except that the Plan Administrator may revoke or modify a determination or action it determines was previously made in error. In addition to the implied powers and duties that may be needed to carry out the administration of the Plan, the Plan Administrator shall have the following specific powers and responsibilities:
|
(a)
|
To establish, interpret, amend, revoke and enforce rules and regulations as required or desirable for the efficient administration of the Plan.
|
(b)
|
To review and interpret Plan provisions and to remedy provisions that are ambiguous or inconsistent or contain omissions.
|
(c)
|
To determine all questions relating to an individual’s eligibility to participate in the Plan, an individual’s right to defer Base Salary, and the validity of an individual’s elections.
|
(d)
|
To revoke an individual’s status as an Eligible Employee at any time; provided however, in no event shall such revocation cancel an irrevocable deferral election under the Plan or be applied retroactively to deprive an Employee of benefits accrued under this Plan before such revocation.
|
(e)
|
To determine a Participant’s or Beneficiary’s eligibility for benefits from the Plan and to authorize payment of benefits.
|
(f)
|
To delegate any of the Plan Administrator’s rights, powers and duties to one or more Employees or officers of SunTrust or to a third-party administrator. Such delegation may include, without limitation, the power to execute any document on behalf of the Plan Administrator and to accept service of legal process for the Plan Administrator at the principal office of SunTrust.
|
(g)
|
To employ outside professionals and to enter into agreements on behalf of the Plan Administrator necessary or desirable for administration of the Plan.
|
8.3
|
Books, Records and Expenses.
The Plan Administrator shall maintain books and records for purposes of this Plan, which shall be subject to the supervision and control of the Plan Administrator. SunTrust shall pay the general expenses of administering this Plan. The Plan Administrator shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by SunTrust with respect to the Plan.
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8.4
|
Compensation.
Neither the Plan Administrator nor any delegate who is an employee of SunTrust or an Affiliate shall receive any additional compensation for his services as Plan Administrator or delegate.
|
8.5
|
Indemnification.
SunTrust (to the full extent permissible under law and consistent with its charters and bylaws) shall indemnify and hold harmless the Plan Administrator, each individual member of the Plan Administrator and any Employee authorized to act on behalf of the Plan Administrator, the Plan Sponsor or any Affiliate under this Plan for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expenses, which they actually incur for their acts and omissions, past, current or future, in the administration of the Plan.
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8.6
|
Claims.
The Plan Administrator shall establish a reasonable claims procedure consistent with the requirements under the Department of Labor regulations under section 503 of ERISA.
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9.1
|
Construction.
The headings and subheadings in this Plan have been set forth for convenience of reference only and have no substantive effect whatsoever. Whenever any words in this document are used in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and whenever any words in this document are used in the singular or in the plural, they shall be construed as though they were used in the plural or in the singular, as the case may be, in all cases where they would so apply.
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9.2
|
Severability.
In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
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9.3
|
No Alienation or Assignment.
A Participant, a spouse or a Beneficiary under this Plan shall have no right or power whatsoever to alienate, commute, anticipate or otherwise assign at law or equity all or any portion of any benefit otherwise payable under this Plan, and SunTrust shall have the right, in the event of any such action, to terminate permanently the payment of benefits to, or on behalf of, any Participant, spouse or beneficiary who attempts to do so.
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9.4
|
Incapacity of Recipient.
If any person entitled to a distribution under the Plan is deemed by the Plan Administrator to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Plan Administrator
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9.5
|
Unclaimed Benefits.
Each Participant shall keep the Plan Administrator informed of his current address and the current address of his designated Beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Plan Administrator.
|
9.6
|
Not a Contract of
Employment.
Participation in this Plan does not grant to any individual the right to remain in the employ of SunTrust or any Affiliate for any specific term of employment or in any specific capacity or at any specific rate of compensation.
|
9.7
|
Unfunded Plan.
|
(a)
|
Contractual Liability of SunTrust.
This Plan is an unfunded plan maintained primarily for a select group of management or highly compensated employees. The obligation of SunTrust to provide any benefits under the Plan is a mere contractual liability, and SunTrust is not required to establish or maintain any special or separate fund or segregate any assets for the payment of benefits under this Plan. Participants and their Beneficiaries shall not have any interest in any particular assets of SunTrust by reason of its obligation under the Plan and they are at all times unsecured creditors of SunTrust with respect to any claim for benefits under the Plan. All amounts of compensation deferred under this Plan, all property and rights purchased with such amounts and any income attributable to such amounts, rights or property shall constitute general funds of SunTrust.
|
(b)
|
Rabbi Trust.
SunTrust may, but is not required to, establish any special or separate fund or segregate any assets for the payment of benefits under this Plan. In the event SunTrust should establish a “rabbi” trust to assist in meeting SunTrust’s financial obligations under this Plan, the assets of such trust shall be subject to the claims of the general creditors of SunTrust in the event of SunTrust’s insolvency, as defined in such trust agreement, and Participants in this Plan and their Beneficiaries shall have no preferred claim on, or any legal or equitable rights, claims or interest in any particular assets of such trust. To the extent payments of benefits under this Plan are actually made from any such trust or from any other source, SunTrust’s
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9.8
|
Right to Amend or Terminate Plan.
SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee, as Plan Administrator, to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth in this document, without further approval of the Board, and to delegate authority to amend this Plan to one or more appropriate members of the Committee or officers of SunTrust, except as to any matter that the Committee determines may result in a material increased cost to SunTrust or its Affiliates, in which case the consent of the Committee shall be required. No amendment or discontinuance of this Plan shall reduce the vested balances credited to any Participant's Account (including applicable sub-accounts) or Company Contribution Account, if applicable, as of the later of the date such amendment is adopted or the effective date of such amendment or discontinuance.
|
(a)
|
Distribution of Accounts.
If SunTrust terminates the Plan, distribution of balances in Accounts and Company Contribution Accounts shall be made to Participants and Beneficiaries in the manner and at the time as provided in Article 7, unless SunTrust determines in its sole discretion that all such amounts shall be distributed upon termination of the Plan in accordance with the requirements under Code section 409A.
|
(b)
|
Amendment Restrictions.
If there is a Change in Control, no amendment shall be made to this Plan thereafter which would adversely affect in any manner whatsoever the benefits payable under this Plan to any Participant absent the express written consent of all Participants who might be adversely affected by such amendment. Any amendment, effective on or after a Change in Control, to merge this Plan with or into another deferred compensation plan shall be deemed to adversely affect the benefits payable under this Plan. Notwithstanding the foregoing, on or after a Change in Control, SunTrust or the Committee may amend this Plan without Participant consent to the extent such an amendment is required by law or is necessary or desirable to prevent adverse tax consequences to Participants or their Beneficiaries provided that SunTrust or the Committee obtains the written opinion of outside counsel that such an amendment is required by law or is necessary
|
9.9
|
Taxes.
SunTrust or other payor may withhold from a benefit payment under the Plan or from a Participant’s wages in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. SunTrust or other payor may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts. SunTrust or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
|
9.10
|
Binding Effect.
This Plan shall be binding upon and inure to the benefit of any successor of SunTrust and any successor shall be deemed substituted for SunTrust under this Plan and shall assume the rights, obligations and liabilities of SunTrust hereunder and be obligated to perform the terms and conditions of this Plan. As used in this Plan, the term “successor” shall include any person, firm, corporation or other business entity or related group of such persons, firms, corporations or business entities which at any time, whether by merger, purchase, reorganization, liquidation or otherwise, or by means of a series of such transactions, acquires all or substantially all of the assets or business of SunTrust.
|
9.11
|
Governing Law.
The Plan and all actions taken pursuant to the Plan shall be governed by the laws of the State of Georgia (excluding its conflict-of-interest laws) except to the extent such laws are superseded by federal law.
|
9.12
|
Regulatory Requirements.
Regulatory agencies and federal laws and regulations may impose restrictions on SunTrust and its Affiliates with respect to the payment of compensation and benefits to certain employees who may be Participants in this Plan. These restrictions may be in the form of absolute prohibitions or penalties, which may include tax penalties on SunTrust and its Affiliates or on certain Participants. Notwithstanding any other provision of this Plan document, SunTrust may reduce, eliminate or delay the payment of a Participant’s benefits under this Plan or may take actions that subject such benefits to monetary or tax penalties, as determined by SunTrust in its sole discretion to be required under federal laws or regulations applicable to SunTrust and its Affiliates. In such event, neither SunTrust nor its Affiliates shall have any liability for such reduction, elimination, delay or penalty. Any delay in payment of a Participant's benefits under this Plan will comply with Section 7.11.
|
A1-6.1
|
Normal Form of Payment and Commencement
. Except as otherwise provided in this Section A1-6.1, when a Participant separates from service with the Corporation and its Affiliates for any reason, he shall be paid his 401(k) Excess Plan benefit in a single lump-sum cash payment during the first quarter of the calendar year immediately following the year of his separation. The amount payable to the Participant shall be equal to the balance of the Participant’s Account as of the Valuation Date immediately preceding the date of distribution, less withholding for applicable federal and state taxes.
|
A1-6.2
|
Alternate Form of Payment Election.
A Participant may elect, in lieu of the lump-sum payment described in Section A1-6.1, to receive payment of his total benefit under this 401(k) Excess Plan in five (5) substantially equal annual installments, payable in cash; provided that such election is effective, as set forth below, at least twelve (12) months before the scheduled payment date following the Participant’s separation from service. The initial installment shall be paid during the first quarter of the calendar year immediately following the year of his separation. Each subsequent annual installment shall be paid during the first quarter of each of the subsequent four calendar years. Each installment payment shall be determined based on the balance of the Participant’s Account as of the Valuation Date immediately preceding the date of payment and shall be reduced by withholding for applicable federal and state taxes. A Participant’s election to receive installment payments of his 401(k) Excess Plan benefit pursuant to this Section A1-6.2 shall be made in writing on such forms as may be provided by the Compensation Committee and shall not be effective until received and approved by the Compensation Committee.
|
A1-6.3
|
Death
. In the event of a Participant’s death, the Compensation Committee shall authorize payment to the Participant’s Beneficiary of any benefits due hereunder but not paid to the Participant prior to his death. Payment shall be made at the same time as if the Participant had retired on the date of his death and in accordance with the Participant’s distribution election in effect at his death. The Beneficiary may request a change in the form of payment by making a written request to the Compensation Committee prior to January 1 of the calendar year in which the benefit will be paid. The Compensation Committee has sole discretion and authority to approve or deny the Beneficiary’s request,
|
A1-6.4
|
Disability
. A Participant shall be entitled to payment of his 401(k) Excess Plan benefit in the event of his Total Disability only if the conditions of Subsections A1-6.4.1 and A1-6.4.2 are met. In such situation, payment of the Participant's benefit shall commence pursuant to Sections A1-6.1 or A1-6.2 as if the Participant separated from service on the date all such conditions are met. A Participant shall be considered to have a Total Disability only if:
|
A1-6.4.1
|
The Participant has incurred a "Total Disability" as such term is defined in the SunTrust Banks, Inc. Long-Term Disability Plan (or any successor plan), which entitle the Participant to disability payments under such Plan; and
|
A1-6.4.2
|
The Compensation Committee determines, in its sole discretion, based upon medical evidence furnished by the Participant, that the disability is anticipated to be a permanent disability.
|
A1-6.5
|
Extreme Financial Hardship
. A Participant may request a distribution of all or part of his vested 401(k) Excess Plan benefit prior to the date specified in Sections A1-6.1 through A1-6.4 due to an extreme financial hardship, by submitting a written request to the Compensation Committee with evidence satisfactory to the Compensation Committee to demonstrate the circumstances constituting the extreme financial hardship. The Compensation Committee, in its sole discretion, shall determine whether an extreme financial hardship exists. An extreme financial hardship means an immediate, catastrophic financial need of the Participant occasioned by (i) a tragic event, such as the death, total disability, serious injury or illness of a Participant or the Participant’s spouse, child or dependent; or (ii) an extreme financial reversal or other impending catastrophic event which has resulted in, or will result in, harm to the Participant or the Participant’s spouse, child or dependent.
|
A1-6.5.1
|
Form and Commencement
. A hardship distribution to a Participant pursuant to this Section A1-6.5 shall be made in a single lump-sum cash payment (less withholding for applicable federal and state taxes) as soon as practicable after the Compensation Committee approves the hardship request. Amounts distributed for hardship shall be deemed to reduce pro rata the deemed investment in each Investment Fund, including any Employer Stock, in the Participant’s Account.
|
A1-6.5.2
|
Accelerated Installment Payments
. A Participant who has commenced receiving installment payments pursuant to Section A1-6.2 may request acceleration of such payments in the event of an extreme financial hardship. The Compensation Committee may permit accelerated payments to the extent such accelerated payment does not exceed the amount necessary to meet the extreme financial hardship.
|
A1-6.6
|
Payment to Guardian, Legal Representative or Other
. If a benefit hereunder is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Compensation Committee may direct payment of such Plan benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. The Compensation Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the benefit. A payment pursuant to this Section A1-6.6 shall completely discharge the Compensation Committee and the Corporation from all liability with respect to such benefit.
|
A1-9.8
|
Right to Amend or Terminate Plan
. The Corporation expects to continue this 401(k) Excess Plan indefinitely, but reserves the right to amend or discontinue the 401(k) Excess Plan should it deem such an amendment or discontinuance necessary or desirable, subject to the restrictions on amendments after a Change in Control. The Corporation hereby authorizes and empowers the Compensation Committee to amend this 401(k) Excess Plan in any manner that is consistent with the purpose of this 401(k) Excess Plan as set forth above, without further approval from the Board except as to any matter that the Compensation Committee determines may result in a material increased cost to the Corporation. However, if the Corporation or Compensation Committee should amend or discontinue this 401(k) Excess Plan, the Corporation shall be liable for any contributions and earnings thereon that have accrued and are vested as of the date of such action.
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A2-5.1
|
Generally
. Except as provided in Section 4.3 with respect to excess matching contributions which are deemed a forfeiture and in Section A2-5.2, a Participant’s interest in his benefit under the 401(k) Excess Plan is one hundred percent (100%) vested and nonforfeitable at all times.
|
A2-5.2
|
Exception
. A Participant and his Beneficiary shall completely forfeit that portion of his benefit under the 401(k) Excess Plan attributable to Employer matching contributions pursuant to Sections 4.3 and 4.6 (whenever allocated) if the Participant is terminated for Cause by the Corporation or an Affiliate. Forfeiture under this Section A2-5.2 shall be in addition to any other remedies which may be available to the Corporation or an Affiliate at law or in equity. This Section A2-5.2 shall not apply to any Participant to whom Article 7 applies or to any ANEX Plan Frozen Balance.
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A2-6.1
|
Normal Form of Payment and Commencement
. Except as otherwise provided in this Article 6, when a Participant Separates from Service with the Corporation and its Affiliates for any reason, he shall be paid his 401(k) Excess Plan benefit in a single lump-sum cash payment during the first quarter of the calendar year immediately following the year of his Separation from Service. The amount payable to the Participant shall be equal to the balance of the Participant’s Account as of the Valuation Date immediately preceding the date of distribution, less any required withholding for applicable federal and state income taxes and employment taxes in accordance with Section 9.9.
|
A2-6.2
|
Alternate Form of Payment Election
. A Participant who does not wish to have his benefit under this 401(k) Excess Plan paid in a lump sum pursuant to Section A2-6.1 may elect on a Deferral Election Form to have the portion of his Account related to amounts deferred pursuant to the Deferral Election Form (and earnings thereon) distributed in five (5) annual installments, with the first payment commencing in the first quarter of the calendar year immediately following the year in which the Participant’s Separation from Service occurs. Each subsequent annual installment shall be paid during the first quarter of each of the subsequent four (4) calendar years.
|
A2-6.2.1
|
Procedure for Installment Election
. A Participant’s election to receive installment payments of the portion of his Account described above in Section A2-6.2 shall be made on such forms, written or electronic, as may be provided by the Compensation Committee and shall not be effective until received and approved by the Compensation Committee by the relevant Election Date in accordance with Section 2.1. Each installment payment shall be determined based on the vested balance of such portion of the Participant’s Account as of the Valuation Date immediately preceding the date of payment.
|
A2-6.2.2
|
Cash-Out
. Notwithstanding any elections by a Participant, effective on and after January 1, 2009, if the sum of a Participant’s vested Account balance under this 401(k) Excess Plan and any other account balance plan, as described in Treas. Reg. § 1.409A-1(c)(2)(i), is less than the applicable dollar amount under Code section 402(g)(1)(B) at the time of payment, the full vested Account balance shall be distributed in a lump sum payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs, subject to the delay for Key Employee as set forth in Section A2-6.3.
|
A2-6.3
|
Key Employee Delay
. 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 Participant’s Separation from Service.
|
A2-6.4
|
Subsequent Deferral Election
. A Participant may make one or more subsequent elections to change the time or form of a distribution for a deferred amount in accordance with the procedures and distribution rules established by the Compensation Committee, but any change in the election shall be effective only if the following conditions are satisfied:
|
A2-6.4.1
|
The new election may not take effect until at least twelve (12) months after the date on which the new election is made;
|
A2-6.4.2
|
In the case of an election to change the time or form of a distribution under Section A2-6.1 (lump sum payment after Separation from Service) or A2-6.2 (installments after Separation from Service), a distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and
|
A2-6.4.3
|
The new election must be made at least twelve (12) months before the date the distribution is scheduled to be paid.
|
A2-6.5
|
Payment of Death Benefit
. Notwithstanding any elections by the Participant or provisions of the 401(k) Excess Plan to the contrary, if a Participant dies at any time (including after his Separation from Service), the Compensation Committee shall authorize payment to the Participant’s Beneficiary of any vested benefits due under the 401(k) Excess Plan but not paid to the Participant prior to his death. Payment of the Participant's vested Account balance shall be distributed to the Beneficiary in a lump sum payment in the first quarter of the calendar year immediately following the year of the Participant's death (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).
|
A2-6.6
|
Disability
. Notwithstanding any elections by a Participant or provisions of the 401(k) Excess Plan to the contrary, if a Participant becomes Disabled at any time, then his vested Account balance will be distributed to the Participant in a lump sum payment in the first quarter of the c
|
A2-6.7
|
Withdrawals for Unforeseeable Emergency
. A Participant may withdraw all or any portion of his vested Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this 401(k) Excess Plan.
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A2-6.7.1
|
Definition
. “Unforeseeable Emergency” means, for this purpose, a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
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A2-6.7.2
|
Participant Evidence
. The Compensation Committee shall have the authority to require the Participant to provide such evidence as it deems necessary to determine whether distribution is warranted pursuant to this Section A2-6.7. The Compensation Committee shall use uniform and nondiscriminatory standards in reviewing any requests for distributions to meet an Unforeseeable Emergency. Amounts distributed under this Section A2-6.7 shall be deemed to reduce pro rata the deemed investment in each Investment Fund in the Participant’s Account.
|
A2-6.7.3
|
Accelerated Payments
. A Participant who has commenced receiving installment payments pursuant to Section A2-6.2 shall receive an accelerated payment of such installments under this Section A2-6.7.3 to the extent such accelerated payment does not exceed the amount necessary to meet the Unforeseeable Emergency.
|
A2-6.8
|
Special One-Time Election
. Notwithstanding any prior elections or 401(k) Excess Plan provisions to the contrary, a Participant who was an e
|
A2-6.9
|
Pre-2005 Deferrals
. Notwithstanding the foregoing, Part A1 of this Addendum A governs the distribution of amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the 401(k) Excess Plan prior to 2005 (and earnings thereon) and are exempt from the requirements of Code section 409A.
|
A2-6.10
|
Effect of Taxation
. If a portion of the Participant’s Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
|
A2-6.11
|
Permitted Delays
. Notwithstanding the foregoing, any payment to a Participant under the 401(k) Excess Plan shall be delayed upon the Compensation Committee’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided that any payment delayed pursuant to this Section A2-6.11 shall be paid in accordance with Code section 409A on the earliest date on which the Corporation reasonably anticipates that the making of the payment will not cause a violation of Federal securities laws or other applicable law.
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A2-7.1
|
Purpose
. The purpose of this Article 7 is to provide protection for the benefits payable under this 401(k) Excess Plan to a Participant who is affected by a Change in Control (as defined below).
|
A2-7.2
|
Definitions
. The following terms shall have the meanings set forth opposite such terms for purposes of this Article 7.
|
A2-7.2.1
|
Affiliate
means as of any date any organization which is a member of a controlled group of corporations (within the meaning of Code section 414(b)) which includes the Corporation or a controlled group of trades or businesses (within the meaning of Code section 414(c)) which includes the Corporation.
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A2-7.2.2
|
Change in Control
means a “change in control” of the Corporation of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as amended and in effect at the time of such “change in control” (the “Exchange Act”), provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Corporation or any successor of the Corporation; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constitute the Board cease, for any reason, to constitute a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Corporation shall be changed, converted or exchanged into or for securities of another corporation (other than a merger with a wholly-owned subsidiary of the Corporation) or any dissolution or liquidation of the Corporation or any sale or the disposition of 50% or more of the assets or business of the Corporation; or (iv) there is a consummation of any reorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Corporation immediately before the consummation of such transaction beneficially own more than 65% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in Section A2-7.2.2(iv)(A) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Corporation’s common stock immediately before the consummation of such transaction, provided (C) the percentage described in Section A2-7.2.2(iv)(A) of the beneficially owned shares of the successor or survivor
|
A2-7.3
|
Amendment Restrictions
. If there is a Change in Control, no amendment shall be made to this 401(k) Excess Plan thereafter which would adversely affect in any manner whatsoever the benefit payable under this 401(k) Excess Plan to any Participant absent the express written consent of all Participants who might be adversely affected by such amendment if this Article 7 were, or could become, applicable to such Participants, and the Corporation intends that each Participant rely on the protections which the Corporation intends to provide through this Article 7. Notwithstanding the foregoing, the Corporation may amend this 401(k) Excess Plan without Participant consent to the extent such an amendment is required by law or is necessary or desirable to prevent adverse tax consequences to Participants or their Beneficiaries provided that the Corporation obtains the written opinion of outside counsel that such an amendment is required by law or is necessary or desirable to prevent adverse tax consequences to Participants or their Beneficiaries.
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A2-9.8
|
Right to Amend or Terminate Plan
. The Corporation expects to continue this 401(k) Excess Plan indefinitely, but reserves the right to amend or discontinue the 401(k) Excess Plan should it deem such an amendment or discontinuance necessary or desirable. The Corporation hereby authorizes and empowers the Compensation Committee appointed to administer this 401(k) Excess Plan to amend this 401(k) Excess Plan in any manner that is consistent with the purpose of this 401(k) Excess Plan as set forth above, without further approval from the Board or the Compensation Committee except as to any matter that the Compensation Committee determines may result in a material increased cost to the Corporation or its Affiliates. However, if the Corporation or Compensation Committee should amend or discontinue this 401(k) Excess Plan, the Corporation shall be liable for payment of any amounts deferred under this 401(k) Excess Plan and earnings thereon that have accrued and are vested as of the date of such action.
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A2-9.8.1
|
Distribution of Accounts
. If the Corporation terminates the 401(k) Excess Plan, distribution of balances in Accounts shall be made to Participants and Beneficiaries in the manner and at the time as provided in Article 6, unless the Corporation determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.
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A2-9.8.2
|
409A Requirements
. Notwithstanding the foregoing, no amendment of the 401(k) Excess Plan shall apply to amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the 401(k) Excess Plan prior to 2005, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent an 401(k) Excess Plan amendment from resulting in an inadvertent “material modification” to amounts that are “grandfathered” and exempt from the requirements of Code section 409A.
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B1-6.1.
|
Normal Form of Payment and Commencement
. Except as otherwise provided in this Section B1-6.1, when
the Participant separates from service with SunTrust and its Affiliates for any reason, he shall be paid his vested benefit under this Plan in a single lump sum cash payment during the first quarter of the calendar year immediately following the year of his separation. The amount payable to the Participant shall be equal to the vested balance of the Participant’s Account as of the Valuation Date immediately preceding the date of distribution, less withholding for applicable federal and state taxes.
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B1-6.2
|
Alternate Form of Payment Election
. A Participant may elect, in lieu of the lump-sum payment described in Section B1-6.1, to receive payment of his total vested benefit under this Plan in five (5) substantially equal annual installments, payable in cash; provided that such election is effective, as set forth below, at least twelve (12) months before the scheduled payment date following the Participant’s separation from service. The initial installment shall be paid
during the first quarter of the calendar year immediately following the year of his separation. Each subsequent annual
installment shall be paid during the first quarter of each of the subsequent four (4)
calendar years. Each installment payment shall be determined based on the balance of the Participant’s Account as of the Valuation Date immediately preceding the date of payment and shall be reduced by withholding for applicable federal and state taxes. A Participant’s election to receive installment payments of his Plan benefit pursuant to this Section B1-6.2 shall be made in writing on such forms as may be provided by the Committee and shall not be effective until received and approved by the Committee.
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B1-6.3
|
In-Service Distribution Election without Reduction
. A Participant may file an election with the Committee for a future
in-service distribution of his deferred Award(s)
for each Plan Year without incurring a penalty, provided the election is made no less than four (4) years and no more than fifteen (15) years prior to
the Designated Distribution Date. A Participant's election for an in-service distribution pursuant to this Section B1-6.3 shall be a part of his Deferral Election Form and shall be filed with the Committee on or before the Election Date for the applicable Plan Year.
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B1-6.3.1
|
Form and Commencement
. An in-service distribution shall be paid in a single lump-sum cash payment during the first quarter of the calendar year in which the Designated Distribution Date occurs, based on the value of the Participant’s vested sub-account which is to be distributed in that year, as of the Valuation Date immediately preceding the date of such distribution. The amount of an in-service distribution shall be reduced by applicable withholding for federal and state taxes.
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B1-6.3.2
|
Revoking In-Service Distribution Election
. A Participant may revoke an
election for an in-service distribution by filing a written revocation with the Committee at least one (1) year prior to the Designated Distribution Date. Upon such revocation, the provisions of Section B1-6.1 shall apply, unless the Participant makes a valid installment election payment pursuant to Section B1-6.2.
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B1-6.3.3
|
Effect of Termination or Death
. If a Participant should
die or otherwise separate from service with SunTrust and its Affiliates
before
his Designated Distribution Date(s), any and all outstanding in-service distribution elections shall be automatically revoked, and any portion of his Account subject to an in-service distribution election pursuant to this Section B1-6.3 shall be paid in accordance with Section B1-6.1 or B1-6.2.
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B1-6.4
|
Death
. In the event of a Participant's death, the Committee shall authorize payment to the Participant's Beneficiary of any vested benefits due hereunder but not paid to the Participant prior to his death. Payment shall be made at the same time as if the Participant had retired on the date of his death and shall be made in accordance with Section B1-6.1, or if the Participant has a valid installment election in effect at his death, then in accordance with Section B1-6.2. The Beneficiary may request a change to the form of payment by making a written request to the Committee prior to the January 1 of the calendar year in which the benefit will be paid. The Committee has sole discretion and authority to
|
B1-6.5
|
Disability
. A Participant shall be entitled to payment of his Plan benefit in the event of his Total Disability only if the conditions of Sections B1-6.5.1 and B1-6.5.2 are met. In such situation, payment of the Participant's benefit shall commence pursuant to Section B1-6.1 or B1-6.2 as if the Participant separated from service on the date all such conditions are met. A Participant shall be considered to have a Total Disability only if:
|
B1-6.5.1
|
The Participant has incurred a "Total Disability" as such term is defined in SunTrust Banks, Inc. Long-Term Disability Plan (or any successor plan), which entitles the Participant to disability payments under such plan; and
|
B1-6.5.2
|
The Committee determines, in its sole discretion, based upon medical evidence furnished by the Participant, that the disability is anticipated to be a permanent disability.
|
B1-6.6
|
Extreme Financial Hardship
. A Participant may request a distribution of all or part of his vested Plan benefit prior to the date specified in Sections B1-6.1, B1-6.2, B1-6.3, and B1-6.5 due to
an extreme financial hardship, by submitting a written request to the Committee with evidence satisfactory to the Committee to demonstrate the circumstances constituting the extreme financial hardship.
The Committee, in its sole discretion, shall determine whether an extreme financial hardship exists. An extreme financial hardship means an immediate, catastrophic financial need of the Participant occasioned by (i) a tragic event, such as the death, total disability, serious injury or illness of a Participant or the Participant’s spouse, child or dependent; or (ii) an extreme financial reversal or other impending catastrophic event which has resulted in, or will result in, harm to the Participant or the Participant’s spouse, child or dependent. A distribution for extreme financial hardship may not exceed the amount required to meet the hardship and may be made only if the Committee finds the extreme financial hardship may not be alleviated
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B1-6.6.1
|
Form and Commencement
. A hardship distribution
to a Participant pursuant to this Section B1-6.6 shall be made in a single lump-sum cash
payment (less withholding for applicable federal and state taxes) as soon as practicable after the Committee approves the hardship request. Amounts distributed
for hardship shall be deemed to reduce
pro rata the deemed investment in each Investment Fund in the Participant's Account.
|
B1-6.6.2
|
Accelerated Installment Payments
. A Participant who has commenced receiving installment payments pursuant to Section B1-6.2 may request acceleration of such payments in the event of an extreme financial hardship. The Committee may permit accelerated payments to the extent such accelerated payment does not exceed the amount necessary to meet the extreme financial hardship.
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B1-6.7
|
Early Withdrawal Election with 10% Reduction
. A Participant may file a written election with the Committee to receive an early withdrawal of any vested portion of his Account, provided, however, that such early withdrawal payment shall be subject to a 10% forfeiture, which shall reduce the balance of the Participant’s Account. An early withdrawal payment shall be made in a single lump-sum cash payment (less applicable withholding for federal and state taxes) as soon as practicable after the Committee receives and approves a written request for early withdrawal. Amounts withdrawn under this Section B1-6.7 shall be deemed to reduce pro rata the deemed investment in each Investment Fund in the Participant's Account. A Participant who receives an early withdrawal may not make an election under Section 3.2 of the Plan to defer his Award(s) for a one (1) year period beginning on the first date at which the application of such cancellation would not violate Code section 409A.
|
B1-6.8
|
Payment to Guardian, Legal Representative or Other
. If a benefit hereunder is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the
|
B1-8.7
|
Right to Amend or Terminate Plan
. The amendment or termination of the Plan with respect to the Grandfathered Amounts shall be made in accordance with the Plan terms as in effect on October 3, 2004 and as summarized in this Section B1-8.7. SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth above, without further approval from the Board except as to any matter that the Committee determines may result in a material increased cost to SunTrust. However, if SunTrust or Committee should amend or discontinue this Plan, SunTrust shall be liable for payment of any Awards deferred under this Plan and earnings thereon that have accrued and are vested as of the date of such action.
|
B2-6.1
|
Generally
.
Except as provided in Section B2-6.2,
a Participant’s interest in his benefit under this Plan is one hundred percent (100%) vested and nonforfeitable at all times.
|
B2-6.2
|
Exception
.
If a Participant’s Account has been credited with an amount that is subject to a vesting period (as defined in the Eligible Plan), and the Participant terminates employment with SunTrust and its Affiliates for any reason prior to meeting the vesting requirements for such amount, then that portion of the amount that is not vested, and the earnings on such nonvested portion
shall be forfeited and deducted
from the Participant’s Account. Notwithstanding the foregoing: (1) an Eligible
|
B2-6.3
|
Change in Control
. Unless an Eligible Plan provides for some other treatment, if a Participant’s employment with SunTrust or any Affiliate or their successors is terminated without Cause within three (3) years of a Change in Control, any portion of the Participant’s Account that was nonvested at the Change in Control and has not yet vested shall become fully vested immediately prior to the effective time of the Participant’s termination of employment. A Participant’s voluntary termination of employment, including a Participant’s Retirement or voluntary resignation, is not considered termination for Cause for purposes of vesting under this Section B2-6.3.
|
B2-7.1
|
Normal Form of Payment and Commencement
.
Except as otherwise provided in this Article 7, when
a Participant Separates from Service for any reason, he shall be paid his vested benefit under this Plan in a single lump sum cash payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs. The amount payable to the Participant shall be equal to the vested balance of the Participant’s Account as of the Valuation Date immediately preceding the date of distribution.
|
B2-7.2
|
Alternate Form of Payment Election.
A Participant who does not wish to have his benefit under this Plan paid in a lump sum pursuant to Section B2-7.1 may elect on a Deferral Election Form to have the portion of his
|
B2-7.2.1
|
Procedure for Installment Election.
A Participant’s election to receive installment payments of the portion of his Account described above in Section B2-7.2 shall be made on such forms, written or electronic, as may be provided by the Committee and shall not be effective until received and approved by the Committee by the relevant Election Date in accordance with Section 3.2. Each installment payment shall be determined based on the vested balance of such portion of the Participant’s Account as of the Valuation Date immediately preceding the date of payment.
|
B2-7.2.1
|
Cash-Out.
Notwithstanding any elections by a Participant, effective on and after January 1, 2009, if the sum of a Participant’s vested Account balance under this Plan and any other account balance plan, as described in Treas. Reg. § 1.409A-1(c)(2)(i), is less than the applicable dollar amount under Code section 402(g)(1)(B) at the time of payment, the full vested Account balance shall be distributed in a lump sum payment during the first quarter of the calendar year immediately following the year in which his Separation from Service occurs, subject to the delay for Key Employee as set forth in Section B2-7.3.
|
B2-7.3
|
Key Employee Delay.
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 Participant’s Separation from Service.
|
B2-7.4
|
In-Service Distribution Election.
Unless the Committee announces otherwise for a Plan Year, a Participant may elect on a Deferral Election Form to have the portion of his Account related to amounts deferred under such Deferral Election Form (and earnings thereon) paid to the Participant as of a Specified Date. The deferred amount subject to this election will be paid in a lump sum on the Designated Distribution Date, based on the value of the Participant’s vested sub-account which is to be
|
B2-7.4.1
|
Filing with Committee.
A Participant’s election for an in-service distribution pursuant to this Section B2-7.4 shall be a part of his Deferral Election Form and shall be filed with the Committee on or before the Election Date for the applicable Plan Year in accordance with Section 3.2. If a Participant should Separate from Service with SunTrust and its Affiliates before his Designated Distribution Date(s), any portion of his Account subject to an in-service distribution election pursuant to this Section B2-7.4 shall be paid in accordance with Sections B2-7.1 and B2-7.3.
|
B2-7.4.2
|
Sub-Account.
The portion of a Participant’s Account to which an in-service distribution election applies pursuant to this Section B2-7.4 shall be maintained as a sub-account of the Participant’s Account unless all of the amounts deferred pursuant to this Plan are subject to an in-service distribution election with the same Designated Distribution Date. Amounts deferred and not subject to an in-service distribution election shall be distributed pursuant to Section B2-7.1 or B2-7.2.
|
B2-7.5
|
Subsequent Deferral Election.
A Participant may make one or more subsequent elections to change the time or form of a distribution for a deferred amount in accordance with the procedures and distribution rules established by the Committee, but any change in the election shall be effective only if the following conditions are satisfied:
|
B2-7.5.1
|
The new election may not take effect until at least twelve (12) months after the date on which the new election is made;
|
B2-7.5.2
|
In the case of an election to change the time or form of a distribution under Section B2-7.1 (lump sum payment after Separation from Service), B2-7.2 (installments after Separation from Service), or B2-7.4 (in-service distribution), a distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made; and
|
B2-7.5.3
|
In the case of an election to change the time or form of an in-service distribution under Section B2-7.4, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid.
|
B2-7.6
|
Payment of Death Benefit.
Notwithstanding any elections by the Participant or provisions of the Plan to the contrary, if a Participant dies at any time (including after his Separation from Service), the Committee shall authorize payment to the Participant’s Beneficiary of any vested benefits due under the Plan but not paid to the Participant prior to his death. Payment of the Participant's vested Account balance shall be distributed to the Beneficiary in a lump sum payment in the first quarter of the calendar year immediately following the year of the Participant's death (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).
|
B2-7.7
|
Disability.
Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, if a Participant becomes Disabled at any time, then his vested Account balance will be distributed to the Participant in a lump sum payment in the first quarter of the calendar year immediately following the year in which the Participant becomes Disabled (provided that any payment that would occur before such calendar quarter shall be paid as scheduled).
|
B2-7.8
|
Withdrawals for Unforeseeable Emergency.
A Participant may withdraw all or any portion of his vested Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under this Plan.
|
B2-7.8.1
|
Definition
. “Unforeseeable Emergency” means, for this purpose, a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
|
B2-7.8.2
|
Participant Evidence
. The Committee shall have the authority to require the Participant to provide such evidence as it deems necessary to determine whether distribution is warranted pursuant to this Section B2-7.8. The Committee
shall use uniform and nondiscriminatory standards in reviewing any
|
B2-7.8.3
|
Accelerated Payments
.
A Participant who has commenced receiving installment payments pursuant to Section B2-7.2 shall receive an accelerated payment of such installments under this Section B2-7.8.3 to the extent such accelerated payment does not exceed the amount necessary to meet the Unforeseeable Emergency.
|
B2-7.9
|
Distribution of Mandatory Deferrals
. Unless otherwise elected by a Participant in accordance with Section 3.2 and the procedures and distribution rules established by the Committee, the vested portion of each Mandatory Deferral shall be paid in a lump sum upon the earlier of: (a) the Specified Date for each Mandatory Deferral set forth in the Eligible Plan; or (b) the Participant’s Separation from Service. In the event the Participant’s Separation from Service occurs before any such Specified Date, the lump sum payment shall be made in the first quarter of the calendar year immediately following the year of the Participant’s Separation from Service, subject to the delay in payment for Key Employees as set forth in Section B2-7.3.
|
B2-7.10
|
Special One-Time Election
. Notwithstanding any prior elections or Plan provisions to the contrary, a Participant who was an employee of SunTrust and its Affiliates (including on a paid leave of absence) may have made an election to receive all or a specified portion of his or her Account pursuant to Section B2-7.1, B2-7.2, or B2-7.4. Any such election must have become irrevocable on or before December 31, 2008 and must have been made in accordance with the procedures and distribution rules established by the Committee and the transition rules under Code section 409A.
|
B2-7.11
|
Pre-2005 Deferrals
. Notwithstanding the foregoing, Part B1 of this Addendum B governs the distribution of amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the Plan prior to 2005 (and earnings thereon) and are exempt from the requirements of Code section 409A.
|
B2-7.12
|
Effect of Taxation
.
If a portion of the Participant’s Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
|
B2-7.13
|
Permitted Delays
. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Committee’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided that any payment delayed pursuant to this Section B2-7.13 shall be paid in accordance with Code section 409A on the earliest date on which SunTrust reasonably anticipates that the making of the payment will not cause a violation of Federal securities laws or other applicable law.
|
B2-9.8
|
Right to Amend or Terminate Plan
. SunTrust expects to continue this Plan indefinitely, but reserves the right to amend or discontinue the Plan should it deem such an amendment or discontinuance necessary or desirable. SunTrust hereby authorizes and empowers the Committee appointed to administer this Plan to amend this Plan in any manner that is consistent with the purpose of this Plan as set forth above, without further approval from the Board of Directors or the Compensation Committee of SunTrust except as to any matter that the Committee determines may result in a material increased cost to SunTrust or its Affiliates. However, if SunTrust or Committee should amend or discontinue this Plan, SunTrust shall be liable for payment of any amounts deferred under this Plan and earnings thereon that have accrued and are vested as of the date of such action.
|
B2-9.8.1
|
Distribution of Accounts
. If SunTrust terminates the Plan, distribution of balances in Accounts shall be made to Participants and Beneficiaries in the manner and at the time as provided in Article 7, unless SunTrust determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.
|
B2-9.8.2
|
409A Requirements.
Notwithstanding the foregoing, no amendment of the Plan shall apply to amounts that were earned and vested (within the meaning of Code section 409A and regulations thereunder) under the Plan prior to 2005, unless the amendment specifically provides that it applies to such amounts. The purpose of this restriction is to prevent a Plan amendment from resulting in an inadvertent “material modification” to amounts that are “grandfathered” and exempt from the requirements of Code section 409A.
|
1)
|
Sale of Ridgeworth Capital Management, Inc.
Pursuant to that certain Purchase and Sale Agreement Among SunTrust Banks, Inc., Space Acquisition Co. LLC and Certain Employees and Shareholders of Ridgeworth Capital Management, Inc. (“Ridgeworth”), dated as of December 10, 2013 (the “Ridgeworth Transaction”), SunTrust (a) vested each Participant who was an employee of Ridgeworth and its subsidiaries and who was affected by the Ridgeworth Transaction (each, an “Affected Participant”) and (b) terminated and liquidated such Participant’s Account, including any amounts previously deferred under the 401(k) Excess Plan and any “grandfathered” amounts that were earned and vested under the Plan or the 401(k) Excess Plan prior to 2005. Such amounts were distributed in a lump sum to each Affected Participant within 60 days after the consummation of the Ridgeworth Transaction and to the extent applicable, in compliance with the requirements of IRS Treasury Regulation §1.409A-3(j)(4)(ix)(B).
|
|
||
|
|
|
|
||
|
|
|
|
|
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Target Number of Restricted Stock Units
|
|
_
[
# of Units
]
_____
|
|
|
|
Grant Date
|
|
_
[Grant Date]
_________________________
|
|
|
|
|
|
|
|
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
|
|
Authorized Officer
|
Average ROTCE
|
Incentive Adjustment Factor
|
[ ]
|
100%
|
[ ]
|
80%
|
[ ]
|
60%
|
[ ]
|
40%
|
[ ]
|
20%
|
[ ]
|
0%
|
(i)
|
the portion of the Vested Units comprising the “Earned Awards as a Percent of Target” equal to or less than 130% 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) subject to §6(d), the date of the Grantee's Separation from Service, if such Separation from Service occurs: (1) within two (2) years following a 409A Change in Control or (2) before the Grantee becomes eligible for Retirement, or (D) February 21, 2017.
|
(ii)
|
the portion, if any, of the Vested Units comprising the “Earned Awards as a Percent of Target” greater 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) subject to §6(d), the date of the Grantee's Separation from Service, if such Separation from Service occurs: (1) within two (2) years following a 409A Change in Control or (2) before the Grantee becomes eligible for Retirement, or (D) February 21, 2018.
|
(b)
|
In the event payment is made pursuant to sub-paragraph §6(a)(i)(A), §6(a)(i)(B), §6(i)(C), §6(ii)(A), §6(ii)(B), or §6(ii)(C) 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)(i)(D) and §6(a)(ii)(D) 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 related 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.
|
(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.
|
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]____________________________
|
|
|
|
Target Number of Restricted Stock Units
|
|
_
[
# of Units
]
_____
|
|
|
|
Grant Date
|
|
_[Grant Date]_________________________
|
|
|
|
|
3 Year Relative TSR Rank
|
Earned Award as a Percent of Target
|
#1
|
150%
|
#2
|
140%
|
#3
|
130%
|
#4
|
120%
|
#5
|
110%
|
#6 (median)
|
100%
|
#7
|
85%
|
#8
|
70%
|
#9
|
55%
|
#10
|
0%
|
#11
|
0%
|
Average ROTCE
|
Incentive Adjustment Factor
|
10.0%
|
100%
|
9.0% - 9.99%
|
80%
|
8.0% - 8.99%
|
60%
|
7.0% - 7.99%
|
40%
|
6.0% - 6.99%
|
20%
|
0.0% - 5.99%
|
0%
|
(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, if any, of the Vested Units equal to or less than 130% 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, or (C) February 10, 2018.
(ii)
the portion, if any, of the Vested Units greater than 130% 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, or (C) February 10, 2019.
|
(b)
|
In the event payment is made pursuant to sub-paragraph §6(a)(i)(A), §6(a)(i)(B), §6(a)(ii)(A), or §6(a)(ii)(B) 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)(i)(C) and §6(a)(ii)(C) above, such payment shall be made within 30 days following February 10, 2018 and February 10, 2019, 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 related 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.
|
(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.
|
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.
|
SunTrust Banks, Inc.
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends
|
||||||||||||||||||||
|
|
|||||||||||||||||||
|
For the Year Ended December 31
|
|||||||||||||||||||
(Dollars in millions)
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||
Ratio 1 - including deposit interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
1
|
|
$2,267
|
|
|
|
$1,666
|
|
|
|
$2,770
|
|
|
|
$766
|
|
|
|
$48
|
|
|
Fixed charges
|
633
|
|
|
626
|
|
|
849
|
|
|
1,189
|
|
|
1,562
|
|
|
|||||
Total
|
|
$2,900
|
|
|
|
$2,292
|
|
|
|
$3,619
|
|
|
|
$1,955
|
|
|
|
$1,610
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
$235
|
|
|
|
$291
|
|
|
|
$429
|
|
|
|
$624
|
|
|
|
$860
|
|
|
Interest on funds purchased and securities sold under agreements to repurchase
|
4
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
|||||
Interest on other short-term borrowings
|
14
|
|
|
13
|
|
|
18
|
|
|
12
|
|
|
13
|
|
|
|||||
Interest on trading liabilities
|
21
|
|
|
17
|
|
|
15
|
|
|
26
|
|
|
30
|
|
|
|||||
Interest on long-term debt
|
270
|
|
|
210
|
|
|
299
|
|
|
449
|
|
|
580
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
89
|
|
|
91
|
|
|
84
|
|
|
73
|
|
|
73
|
|
|
|||||
Total fixed charges
|
633
|
|
|
626
|
|
|
849
|
|
|
1,189
|
|
|
1,562
|
|
|
|||||
Preferred stock dividend requirements
|
53
|
|
|
46
|
|
|
17
|
|
|
174
|
|
|
274
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$686
|
|
|
|
$672
|
|
|
|
$866
|
|
|
|
$1,363
|
|
|
|
$1,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.58
|
|
x
|
3.66
|
|
x
|
4.26
|
|
x
|
1.64
|
|
x
|
1.03
|
|
x
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
4.23
|
|
x
|
3.41
|
|
x
|
4.18
|
|
x
|
1.43
|
|
x
|
0.88
|
|
x
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio 2 - excluding deposit interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
1
|
|
$2,267
|
|
|
|
$1,666
|
|
|
|
$2,770
|
|
|
|
$766
|
|
|
|
$48
|
|
|
Fixed charges
|
398
|
|
|
335
|
|
|
420
|
|
|
565
|
|
|
702
|
|
|
|||||
Total
|
|
$2,665
|
|
|
|
$2,001
|
|
|
|
$3,190
|
|
|
|
$1,331
|
|
|
|
$750
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on funds purchased and securities sold under agreements to repurchase
|
|
$4
|
|
|
|
$4
|
|
|
|
$4
|
|
|
|
$5
|
|
|
|
$6
|
|
|
Interest on other short-term borrowings
|
14
|
|
|
13
|
|
|
18
|
|
|
12
|
|
|
13
|
|
|
|||||
Interest on trading liabilities
|
21
|
|
|
17
|
|
|
15
|
|
|
26
|
|
|
30
|
|
|
|||||
Interest on long-term debt
|
270
|
|
|
210
|
|
|
299
|
|
|
449
|
|
|
580
|
|
|
|||||
Portion of rents representative of the interest factor (1/3) of rental expense
|
89
|
|
|
91
|
|
|
84
|
|
|
73
|
|
|
73
|
|
|
|||||
Total fixed charges
|
398
|
|
|
335
|
|
|
420
|
|
|
565
|
|
|
702
|
|
|
|||||
Preferred stock dividend requirements
|
53
|
|
|
46
|
|
|
17
|
|
|
174
|
|
|
274
|
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$451
|
|
|
|
$381
|
|
|
|
$437
|
|
|
|
$739
|
|
|
|
$976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
6.70
|
|
x
|
5.97
|
|
x
|
7.60
|
|
x
|
2.36
|
|
x
|
1.07
|
|
x
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
5.91
|
|
x
|
5.25
|
|
x
|
7.30
|
|
x
|
1.80
|
|
x
|
0.77
|
|
x
|
Name
|
State
of
Incorporation
|
Additional Names
under which it
Does business
|
|
|
|
SunTrust Banks, Inc.
|
Georgia
|
none
|
|
|
|
SunTrust Robinson Humphrey, Inc.
|
Tennessee
|
none
|
|
|
|
GenSpring Family Offices, LLC
|
Florida
|
GenSpring
|
|
|
|
SunTrust Bank Holding Company
|
Florida
|
none
|
|
|
|
SunTrust Insurance Services, Inc.
|
Georgia
|
SunTrust Insurance Agency
|
|
|
|
Twin Rivers II, Inc.
|
South Carolina
|
none
|
|
|
|
SunTrust Investment Services, Inc.
|
Georgia
|
none
|
|
|
|
SunTrust Bank
|
Georgia
|
LightStream Lending,
|
|
|
SunTrust Dealer Financial Services
|
|
|
SunTrust Bank, Corp
|
|
|
|
SunTrust Mortgage, Inc.
|
Virginia
|
Crestar Mortgage
|
|
|
|
Twin Rivers Insurance Company
|
South Carolina
|
none
|
|
|
|
Premium Assignment Corporation
|
Florida
|
none
|
|
|
|
Premium Assignment Corporation, II
|
California
|
none
|
|
|
|
STB Real Estate, LLC
|
Delaware
|
none
|
|
|
|
REITS
|
|
|
|
|
|
STB Real Estate Holdings
(
Commercial), Inc.
|
Delaware
|
none
|
|
|
|
STB Real Estate Holdings
(Household Lending ), Inc.
|
Delaware
|
none
|
|
|
|
STB Real Estate Holdings
(Residential), Inc.
|
Delaware
|
none
|
(1)
|
I have reviewed this annual report on Form 10-K of SunTrust Banks, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
I have reviewed this annual report on Form 10-K of SunTrust Banks, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(5)
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|