Georgia
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58-1575035
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Title of each class
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Name of exchange on which registered
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Common Stock
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New York Stock Exchange
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Depositary Shares, Each Representing 1/4000
th
Interest in a Share of Perpetual Preferred Stock, Series A
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New York Stock Exchange
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5.853% Fixed-to-Floating Rate Normal Preferred Purchase Securities of SunTrust Preferred Capital Trust I (representing interests in shares of Perpetual Preferred Stock, Series B)
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New York Stock Exchange
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Depositary Shares, Each Representing 1/4000
th
Interest in a Share of Perpetual Preferred Stock, Series E
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New York Stock Exchange
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Warrants to Purchase Common Stock at $44.15 per share, expiring November 14, 2018
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New York Stock Exchange
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Warrants to Purchase Common Stock at $33.70 per share, expiring December 31, 2018
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New York Stock Exchange
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Item 1.
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BUSINESS
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Item 1A.
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RISK FACTORS
|
•
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The yield on earning assets and rates paid on interest-bearing liabilities may change in disproportionate ways; or
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•
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The value of certain on-balance sheet and off-balance sheet financial instruments that we hold could change adversely.
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•
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variations in our quarterly results
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•
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changes in market valuations of companies in the financial services industry
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•
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governmental and regulatory legislation or actions
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•
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issuances of shares of common stock or other securities in the future
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•
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changes in dividends and capital returns
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•
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the addition or departure of key personnel
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•
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cyclical fluctuations
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•
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changes in financial estimates or recommendations by securities analysts regarding us or shares of our common stock
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•
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announcements by us or our competitors of new services or technology, acquisitions, or joint ventures
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•
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activity by short sellers and changing government restrictions on such activity
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
|
Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Cumulative Total Return for the Years Ended December 31
|
||||||||||||||||||||||
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2011
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2012
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2013
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2014
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2015
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2016
|
||||||||||||
SunTrust Banks, Inc.
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$100.00
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$161.30
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$211.42
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$244.68
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$255.54
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$333.15
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S&P 500 Index
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100.00
|
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115.88
|
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153.01
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173.69
|
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176.07
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196.78
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||||||
S&P Commercial Bank Index
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100.00
|
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123.95
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167.68
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193.36
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194.94
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240.91
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Common Stock
1
|
||||||||
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Total Number of Shares Purchased
|
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Average Price Paid per Share
|
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Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value
of Equity that May Yet Be Purchased Under the Plans or Programs at Period End
(in millions)
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||
January 1 - 31
2
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4,224,215
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$35.37
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4,224,215
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$180
|
February 1 - 29
2
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36,212
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34.66
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36,212
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175
|
March 1 - 31
|
—
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—
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—
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175
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Total during first quarter of 2016
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4,260,427
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35.36
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4,260,427
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175
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April 1 - 30
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4,783,004
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36.59
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4,783,004
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—
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May 1 - 31
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—
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—
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—
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—
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June 1 - 30
|
—
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—
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—
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—
|
Total during second quarter of 2016
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4,783,004
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36.59
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4,783,004
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|
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—
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July 1 - 31
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5,734,988
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41.85
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5,734,988
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720
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August 1 - 31
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—
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—
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—
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720
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September 1 - 30
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—
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—
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—
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720
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Total during third quarter of 2016
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5,734,988
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41.85
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5,734,988
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720
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October 1 - 31
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5,308,166
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45.21
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5,308,166
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480
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November 1 - 30
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—
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—
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—
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480
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December 1 - 31
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—
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—
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—
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480
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Total during fourth quarter of 2016
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5,308,166
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45.21
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5,308,166
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480
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Total year-to-date 2016
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20,086,585
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$40.11
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20,086,585
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$480
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Item 6. SELECTED FINANCIAL DATA
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|||||||||||
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Year Ended December 31
|
||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
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2016
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2015
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2014
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2013
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2012
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||||||||||
Summary of Operations:
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||||||||||
Interest income
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$5,778
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$5,265
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$5,384
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$5,388
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$5,867
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Interest expense
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557
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501
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544
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535
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765
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|||||
Net interest income
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5,221
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4,764
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4,840
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4,853
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5,102
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|||||
Provision for credit losses
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444
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165
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342
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553
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1,395
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|||||
Net interest income after provision for credit losses
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4,777
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4,599
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4,498
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4,300
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3,707
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|||||
Noninterest income
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3,383
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3,268
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3,323
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3,214
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5,373
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|||||
Noninterest expense
1
|
5,468
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5,160
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5,543
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5,831
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|
6,284
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|||||
Income before provision for income taxes
|
2,692
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2,707
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|
2,278
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1,683
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|
2,796
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|
|||||
Provision for income taxes
1
|
805
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|
|
764
|
|
|
493
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|
|
322
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|
|
812
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|
|||||
Net income attributable to noncontrolling interest
|
9
|
|
|
10
|
|
|
11
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|
|
17
|
|
|
26
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|
|||||
Net income
|
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$1,878
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$1,933
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|
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$1,774
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|
|
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$1,344
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|
|
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$1,958
|
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Net income available to common shareholders
|
|
$1,811
|
|
|
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$1,863
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|
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$1,722
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$1,297
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|
|
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$1,931
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|
Adjusted net income available to common shareholders
2
|
|
$1,811
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$1,863
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$1,729
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$1,476
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$1,178
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Net interest income-FTE
2
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$5,359
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$4,906
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$4,982
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$4,980
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|
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$5,225
|
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Total revenue
|
8,604
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|
8,032
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|
8,163
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|
|
8,067
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|
|
10,475
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|
|||||
Total revenue-FTE
2
|
8,742
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|
|
8,174
|
|
|
8,305
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|
8,194
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|
|
10,598
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|
|||||
Total revenue-FTE, excluding net securities gains/(losses)
2
|
8,738
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|
|
8,153
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|
8,320
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|
8,192
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|
|
8,624
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|
|||||
Total adjusted revenue-FTE
2
|
8,742
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|
|
8,174
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|
|
8,200
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|
8,257
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|
9,123
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|
|||||
Net income per average common share:
|
|
|
|
|
|
|
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|
||||||||||
Diluted
|
|
$3.60
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|
|
|
$3.58
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|
|
|
$3.23
|
|
|
|
$2.41
|
|
|
|
$3.59
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Adjusted diluted
2
|
3.60
|
|
|
3.58
|
|
|
3.24
|
|
|
2.74
|
|
|
2.19
|
|
|||||
Basic
|
3.63
|
|
|
3.62
|
|
|
3.26
|
|
|
2.43
|
|
|
3.62
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|
|||||
Dividends paid per average common share
|
1.00
|
|
|
0.92
|
|
|
0.70
|
|
|
0.35
|
|
|
0.20
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|
|||||
Book value per common share
3
|
45.38
|
|
|
43.45
|
|
|
41.32
|
|
|
38.39
|
|
|
37.38
|
|
|||||
Tangible book value per common share
2, 3
|
32.95
|
|
|
31.45
|
|
|
29.62
|
|
|
26.79
|
|
|
25.77
|
|
|||||
Market capitalization
|
26,942
|
|
|
21,793
|
|
|
21,978
|
|
|
19,734
|
|
|
15,279
|
|
|||||
Period End Balances:
|
|
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|
|
|
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|
||||||||||
Total assets
|
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$204,875
|
|
|
|
$190,817
|
|
|
|
$190,328
|
|
|
|
$175,335
|
|
|
|
$173,442
|
|
Earning assets
|
184,610
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|
|
172,114
|
|
|
168,678
|
|
|
156,856
|
|
|
151,223
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|
|||||
Loans
|
143,298
|
|
|
136,442
|
|
|
133,112
|
|
|
127,877
|
|
|
121,470
|
|
|||||
ALLL
|
1,709
|
|
|
1,752
|
|
|
1,937
|
|
|
2,044
|
|
|
2,174
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|
|||||
Consumer and commercial deposits
|
158,864
|
|
|
148,921
|
|
|
139,234
|
|
|
127,735
|
|
|
130,180
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|
|||||
Long-term debt
|
11,748
|
|
|
8,462
|
|
|
13,022
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|
|
10,700
|
|
|
9,357
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|
|||||
Total shareholders’ equity
|
23,618
|
|
|
23,437
|
|
|
23,005
|
|
|
21,422
|
|
|
20,985
|
|
|||||
Selected Average Balances:
|
|
|
|
|
|
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|
||||||||||
Total assets
|
|
$199,004
|
|
|
|
$188,892
|
|
|
|
$182,176
|
|
|
|
$172,497
|
|
|
|
$176,134
|
|
Earning assets
|
178,825
|
|
|
168,813
|
|
|
162,189
|
|
|
153,728
|
|
|
153,479
|
|
|||||
Loans
|
141,118
|
|
|
133,558
|
|
|
130,874
|
|
|
122,657
|
|
|
122,893
|
|
|||||
Intangible assets including MSRs
|
7,545
|
|
|
7,604
|
|
|
7,630
|
|
|
7,535
|
|
|
7,322
|
|
|||||
MSRs
|
1,190
|
|
|
1,250
|
|
|
1,255
|
|
|
1,121
|
|
|
887
|
|
|||||
Consumer and commercial deposits
|
154,189
|
|
|
144,202
|
|
|
132,012
|
|
|
127,076
|
|
|
126,249
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|
|||||
Long-term debt
|
10,767
|
|
|
10,873
|
|
|
12,359
|
|
|
9,872
|
|
|
11,806
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|
|||||
Preferred stock
|
1,225
|
|
|
1,225
|
|
|
800
|
|
|
725
|
|
|
290
|
|
|||||
Total shareholders’ equity
|
24,068
|
|
|
23,346
|
|
|
22,170
|
|
|
21,167
|
|
|
20,495
|
|
|||||
Average common shares - diluted
|
503,466
|
|
|
520,586
|
|
|
533,391
|
|
|
539,093
|
|
|
538,061
|
|
|||||
Average common shares - basic
|
498,638
|
|
|
514,844
|
|
|
527,500
|
|
|
534,283
|
|
|
534,149
|
|
|||||
Financial Ratios:
|
|
|
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|
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|
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|
||||||||||
Effective tax rate
1
|
30
|
%
|
|
28
|
%
|
|
22
|
%
|
|
19
|
%
|
|
29
|
%
|
|||||
ROA
|
0.94
|
|
|
1.02
|
|
|
0.97
|
|
|
0.78
|
|
|
1.11
|
|
|||||
ROE
3
|
7.97
|
|
|
8.46
|
|
|
8.10
|
|
|
6.38
|
|
|
9.61
|
|
|||||
ROTCE
2, 3
|
10.91
|
|
|
11.75
|
|
|
11.49
|
|
|
9.36
|
|
|
14.30
|
|
|||||
Net interest margin
|
2.92
|
|
|
2.82
|
|
|
2.98
|
|
|
3.16
|
|
|
3.32
|
|
|||||
Net interest margin-FTE
2
|
3.00
|
|
|
2.91
|
|
|
3.07
|
|
|
3.24
|
|
|
3.40
|
|
|||||
Efficiency ratio
1
|
63.55
|
|
|
64.24
|
|
|
67.90
|
|
|
72.28
|
|
|
59.99
|
|
|||||
Efficiency ratio-FTE
1, 2
|
62.55
|
|
|
63.13
|
|
|
66.74
|
|
|
71.16
|
|
|
59.29
|
|
|||||
Tangible efficiency ratio-FTE
1, 2
|
61.99
|
|
|
62.64
|
|
|
66.44
|
|
|
70.89
|
|
|
58.86
|
|
|||||
Adjusted tangible efficiency ratio-FTE
1,
2
|
61.99
|
|
|
62.64
|
|
|
63.34
|
|
|
65.27
|
|
|
66.91
|
|
|||||
Total average shareholders’ equity to total average assets
|
12.09
|
|
|
12.36
|
|
|
12.17
|
|
|
12.27
|
|
|
11.64
|
|
|||||
Tangible common equity to tangible assets
2
|
8.15
|
|
|
8.67
|
|
|
8.44
|
|
|
8.50
|
|
|
8.32
|
|
|||||
ALLL to period-end LHFI
|
1.19
|
|
|
1.29
|
|
|
1.46
|
|
|
1.60
|
|
|
1.80
|
|
Common dividend payout ratio
|
27.5
|
|
|
25.5
|
|
|
21.5
|
|
|
14.5
|
|
|
5.6
|
|
|||||
Capital Ratios at period end
4
:
|
|
|
|
|
|
|
|
|
|
||||||||||
CET1 (Basel III)
|
9.59
|
%
|
|
9.96
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
CET1 - fully phased-in (Basel III)
2
|
9.43
|
|
|
9.80
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Tier 1 common equity (Basel I)
|
N/A
|
|
|
N/A
|
|
|
9.60
|
%
|
|
9.82
|
%
|
|
10.04
|
%
|
|||||
Tier 1 capital
|
10.28
|
|
|
10.80
|
|
|
10.80
|
|
|
10.81
|
|
|
11.13
|
|
|||||
Total capital
|
12.26
|
|
|
12.54
|
|
|
12.51
|
|
|
12.81
|
|
|
13.48
|
|
|||||
Leverage
|
9.22
|
|
|
9.69
|
|
|
9.64
|
|
|
9.58
|
|
|
8.91
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
•
|
We improved efficiency for the fifth consecutive year, evidenced by the efficiency ratio and tangible efficiency ratio
*
improving to
62.6%
and
62.0%
in 2016 from
63.1%
and
62.6%
in 2015, respectively
|
•
|
Average total loans increased
6%
compared to the prior year, with 15% growth in consumer loans
|
•
|
Our asset quality remained strong, which resulted in a 10 basis point decline in our ALLL to period-end LHFI ratio
|
•
|
Average consumer and commercial deposits increased
7%
compared to the prior year, with the favorable mix shift toward lower-cost deposits continuing
|
•
|
We generated record investment banking income for the ninth consecutive year
|
•
|
We maintained strong capital ratios that continue to be well above regulatory requirements, with our Basel III CET1 and estimated, fully phased-in CET1
*
ratios at
9.59%
and
9.43%
, respectively, as of December 31, 2016
|
•
|
Our strong capital position enabled us to increase our capital return (which includes dividends and repurchases of common stock and warrants) by 15%
|
•
|
We repurchased more than $800 million of our outstanding common stock, resulting in a 3% decline in outstanding common shares, and increased our quarterly common stock dividend by 8%
|
•
|
Book value per share was
$45.38
, and tangible book value per share
*
was
$32.95
, up 4% and 5%, respectively, from the prior year
|
•
|
Our
LCR
was above the January 1, 2017 regulatory requirement of 100% at December 31, 2016
|
Consolidated Daily Average Balances, Income/Expense, and Average Yields Earned/Rates Paid
|
|
Table 1
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||||
(Dollars in millions)
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|
Average
Balances
|
|
Income/
Expense
|
|
Yields/
Rates
|
|||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
LHFI:
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
C&I
|
|
$68,406
|
|
|
|
$2,148
|
|
|
3.14
|
%
|
|
|
$65,786
|
|
|
|
$1,974
|
|
|
3.00
|
%
|
|
|
$61,181
|
|
|
|
$2,045
|
|
|
3.34
|
%
|
CRE
|
5,808
|
|
|
169
|
|
|
2.92
|
|
|
6,178
|
|
|
173
|
|
|
2.80
|
|
|
6,150
|
|
|
177
|
|
|
2.88
|
|
||||||
Commercial construction
|
2,898
|
|
|
94
|
|
|
3.25
|
|
|
1,603
|
|
|
50
|
|
|
3.12
|
|
|
1,078
|
|
|
35
|
|
|
3.28
|
|
||||||
Residential mortgages - guaranteed
|
575
|
|
|
20
|
|
|
3.45
|
|
|
636
|
|
|
24
|
|
|
3.77
|
|
|
1,890
|
|
|
70
|
|
|
3.68
|
|
||||||
Residential mortgages - nonguaranteed
|
25,554
|
|
|
964
|
|
|
3.77
|
|
|
23,759
|
|
|
913
|
|
|
3.84
|
|
|
23,691
|
|
|
944
|
|
|
3.99
|
|
||||||
Residential home equity products
|
12,297
|
|
|
484
|
|
|
3.94
|
|
|
13,535
|
|
|
501
|
|
|
3.70
|
|
|
14,329
|
|
|
512
|
|
|
3.57
|
|
||||||
Residential construction
|
377
|
|
|
17
|
|
|
4.39
|
|
|
384
|
|
|
19
|
|
|
4.85
|
|
|
457
|
|
|
21
|
|
|
4.64
|
|
||||||
Consumer student - guaranteed
|
5,551
|
|
|
224
|
|
|
4.03
|
|
|
4,584
|
|
|
173
|
|
|
3.78
|
|
|
5,375
|
|
|
197
|
|
|
3.66
|
|
||||||
Consumer other direct
|
6,871
|
|
|
313
|
|
|
4.56
|
|
|
5,344
|
|
|
230
|
|
|
4.30
|
|
|
3,635
|
|
|
153
|
|
|
4.22
|
|
||||||
Consumer indirect
|
10,712
|
|
|
365
|
|
|
3.40
|
|
|
10,262
|
|
|
333
|
|
|
3.24
|
|
|
11,459
|
|
|
366
|
|
|
3.19
|
|
||||||
Consumer credit cards
|
1,188
|
|
|
120
|
|
|
10.10
|
|
|
944
|
|
|
94
|
|
|
10.00
|
|
|
772
|
|
|
75
|
|
|
9.64
|
|
||||||
Nonaccrual
2
|
881
|
|
|
21
|
|
|
2.43
|
|
|
543
|
|
|
22
|
|
|
4.13
|
|
|
857
|
|
|
22
|
|
|
2.59
|
|
||||||
Total LHFI
|
141,118
|
|
|
4,939
|
|
|
3.50
|
|
|
133,558
|
|
|
4,506
|
|
|
3.37
|
|
|
130,874
|
|
|
4,617
|
|
|
3.53
|
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
28,216
|
|
|
645
|
|
|
2.29
|
|
|
26,327
|
|
|
587
|
|
|
2.23
|
|
|
23,779
|
|
|
603
|
|
|
2.54
|
|
||||||
Tax-exempt
|
189
|
|
|
6
|
|
|
3.37
|
|
|
176
|
|
|
6
|
|
|
3.70
|
|
|
245
|
|
|
10
|
|
|
3.96
|
|
||||||
Total securities AFS
|
28,405
|
|
|
651
|
|
|
2.29
|
|
|
26,503
|
|
|
593
|
|
|
2.24
|
|
|
24,024
|
|
|
613
|
|
|
2.55
|
|
||||||
Fed funds sold and securities borrowed or purchased
under agreements to resell
|
1,241
|
|
|
1
|
|
|
0.10
|
|
|
1,147
|
|
|
—
|
|
|
—
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
||||||
LHFS
|
2,570
|
|
|
92
|
|
|
3.60
|
|
|
2,348
|
|
|
82
|
|
|
3.47
|
|
|
2,085
|
|
|
78
|
|
|
3.75
|
|
||||||
Interest-bearing deposits in other banks
|
24
|
|
|
—
|
|
|
0.40
|
|
|
22
|
|
|
—
|
|
|
0.12
|
|
|
31
|
|
|
—
|
|
|
0.08
|
|
||||||
Interest earning trading assets
|
5,467
|
|
|
95
|
|
|
1.73
|
|
|
5,235
|
|
|
84
|
|
|
1.62
|
|
|
4,108
|
|
|
76
|
|
|
1.86
|
|
||||||
Total earning assets
|
178,825
|
|
|
5,778
|
|
|
3.23
|
|
|
168,813
|
|
|
5,265
|
|
|
3.12
|
|
|
162,189
|
|
|
5,384
|
|
|
3.32
|
|
||||||
ALLL
|
(1,746
|
)
|
|
|
|
|
|
(1,835
|
)
|
|
|
|
|
|
(1,995
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
4,999
|
|
|
|
|
|
|
5,614
|
|
|
|
|
|
|
5,773
|
|
|
|
|
|
||||||||||||
Other assets
|
14,880
|
|
|
|
|
|
|
14,527
|
|
|
|
|
|
|
14,674
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets and derivative instruments
|
1,388
|
|
|
|
|
|
|
1,265
|
|
|
|
|
|
|
1,255
|
|
|
|
|
|
||||||||||||
Unrealized gains on securities available for sale, net
|
658
|
|
|
|
|
|
|
508
|
|
|
|
|
|
|
280
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$199,004
|
|
|
|
|
|
|
|
$188,892
|
|
|
|
|
|
|
|
$182,176
|
|
|
|
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
$40,949
|
|
|
|
$55
|
|
|
0.13
|
%
|
|
|
$35,161
|
|
|
|
$31
|
|
|
0.09
|
%
|
|
|
$28,879
|
|
|
|
$22
|
|
|
0.08
|
%
|
Money market accounts
|
53,795
|
|
|
107
|
|
|
0.20
|
|
|
50,518
|
|
|
85
|
|
|
0.17
|
|
|
44,813
|
|
|
66
|
|
|
0.15
|
|
||||||
Savings
|
6,285
|
|
|
2
|
|
|
0.03
|
|
|
6,165
|
|
|
2
|
|
|
0.03
|
|
|
6,076
|
|
|
2
|
|
|
0.04
|
|
||||||
Consumer time
|
5,852
|
|
|
43
|
|
|
0.73
|
|
|
6,443
|
|
|
49
|
|
|
0.77
|
|
|
7,539
|
|
|
66
|
|
|
0.88
|
|
||||||
Other time
|
3,908
|
|
|
39
|
|
|
1.00
|
|
|
3,813
|
|
|
39
|
|
|
1.02
|
|
|
4,294
|
|
|
46
|
|
|
1.06
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
110,789
|
|
|
246
|
|
|
0.22
|
|
|
102,100
|
|
|
206
|
|
|
0.20
|
|
|
91,601
|
|
|
202
|
|
|
0.22
|
|
||||||
Brokered time deposits
|
926
|
|
|
12
|
|
|
1.33
|
|
|
888
|
|
|
13
|
|
|
1.41
|
|
|
1,584
|
|
|
33
|
|
|
2.08
|
|
||||||
Foreign deposits
|
123
|
|
|
1
|
|
|
0.42
|
|
|
218
|
|
|
—
|
|
|
0.13
|
|
|
146
|
|
|
—
|
|
|
0.12
|
|
||||||
Total interest-bearing deposits
|
111,838
|
|
|
259
|
|
|
0.23
|
|
|
103,206
|
|
|
219
|
|
|
0.21
|
|
|
93,331
|
|
|
235
|
|
|
0.25
|
|
||||||
Funds purchased
|
1,055
|
|
|
4
|
|
|
0.37
|
|
|
822
|
|
|
1
|
|
|
0.11
|
|
|
931
|
|
|
1
|
|
|
0.09
|
|
||||||
Securities sold under agreements to repurchase
|
1,734
|
|
|
7
|
|
|
0.42
|
|
|
1,821
|
|
|
4
|
|
|
0.21
|
|
|
2,202
|
|
|
3
|
|
|
0.14
|
|
||||||
Interest-bearing trading liabilities
|
1,025
|
|
|
24
|
|
|
2.29
|
|
|
881
|
|
|
22
|
|
|
2.44
|
|
|
806
|
|
|
21
|
|
|
2.65
|
|
||||||
Other short-term borrowings
|
1,452
|
|
|
3
|
|
|
0.23
|
|
|
2,135
|
|
|
3
|
|
|
0.16
|
|
|
6,135
|
|
|
14
|
|
|
0.23
|
|
||||||
Long-term debt
|
10,767
|
|
|
260
|
|
|
2.42
|
|
|
10,873
|
|
|
252
|
|
|
2.32
|
|
|
12,359
|
|
|
270
|
|
|
2.19
|
|
||||||
Total interest-bearing liabilities
|
127,871
|
|
|
557
|
|
|
0.44
|
|
|
119,738
|
|
|
501
|
|
|
0.42
|
|
|
115,764
|
|
|
544
|
|
|
0.47
|
|
||||||
Noninterest-bearing deposits
|
43,400
|
|
|
|
|
|
|
42,102
|
|
|
|
|
|
|
40,411
|
|
|
|
|
|
||||||||||||
Other liabilities
|
3,252
|
|
|
|
|
|
|
3,276
|
|
|
|
|
|
|
3,473
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities and derivative instruments
|
413
|
|
|
|
|
|
|
430
|
|
|
|
|
|
|
358
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
24,068
|
|
|
|
|
|
|
23,346
|
|
|
|
|
|
|
22,170
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$199,004
|
|
|
|
|
|
|
|
$188,892
|
|
|
|
|
|
|
|
$182,176
|
|
|
|
|
|
|||||||||
Interest rate spread
|
|
|
|
|
2.79
|
%
|
|
|
|
|
|
2.70
|
%
|
|
|
|
|
|
2.85
|
%
|
||||||||||||
Net interest income
3
|
|
|
|
$5,221
|
|
|
|
|
|
|
|
$4,764
|
|
|
|
|
|
|
|
$4,840
|
|
|
|
|||||||||
Net interest income-FTE
3, 4
|
|
|
|
$5,359
|
|
|
|
|
|
|
|
$4,906
|
|
|
|
|
|
|
|
$4,982
|
|
|
|
|||||||||
Net interest margin
5
|
|
|
|
|
2.92
|
%
|
|
|
|
|
|
2.82
|
%
|
|
|
|
|
|
2.98
|
%
|
||||||||||||
Net interest margin-FTE
4, 5
|
|
|
|
|
3.00
|
|
|
|
|
|
|
2.91
|
|
|
|
|
|
|
3.07
|
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 3
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Service charges on deposit accounts
|
|
$630
|
|
|
|
$622
|
|
|
|
$645
|
|
Other charges and fees
|
380
|
|
|
377
|
|
|
368
|
|
|||
Card fees
|
327
|
|
|
329
|
|
|
320
|
|
|||
Investment banking income
|
494
|
|
|
461
|
|
|
404
|
|
|||
Trading income
|
211
|
|
|
181
|
|
|
182
|
|
|||
Mortgage production related income
|
366
|
|
|
270
|
|
|
201
|
|
|||
Mortgage servicing related income
|
189
|
|
|
169
|
|
|
196
|
|
|||
Trust and investment management income
|
304
|
|
|
334
|
|
|
423
|
|
|||
Retail investment services
|
281
|
|
|
300
|
|
|
297
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
105
|
|
|||
Net securities gains/(losses)
|
4
|
|
|
21
|
|
|
(15
|
)
|
|||
Other noninterest income
|
197
|
|
|
204
|
|
|
197
|
|
|||
Total noninterest income
|
|
$3,383
|
|
|
|
$3,268
|
|
|
|
$3,323
|
|
|
|
|
|
|
|
||||||
Adjusted noninterest income
1
|
|
$3,383
|
|
|
|
$3,268
|
|
|
|
$3,218
|
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
Table 4
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Employee compensation
|
|
$2,698
|
|
|
|
$2,576
|
|
|
|
$2,576
|
|
Employee benefits
|
373
|
|
|
366
|
|
|
386
|
|
|||
Total personnel expenses
|
3,071
|
|
|
2,942
|
|
|
2,962
|
|
|||
Outside processing and software
|
834
|
|
|
815
|
|
|
741
|
|
|||
Net occupancy expense
|
349
|
|
|
341
|
|
|
340
|
|
|||
Regulatory assessments
|
173
|
|
|
139
|
|
|
142
|
|
|||
Marketing and customer development
|
172
|
|
|
151
|
|
|
134
|
|
|||
Equipment expense
|
170
|
|
|
164
|
|
|
169
|
|
|||
Operating losses
|
108
|
|
|
56
|
|
|
441
|
|
|||
Consulting and legal fees
|
93
|
|
|
73
|
|
|
71
|
|
|||
Credit and collection services
|
66
|
|
|
71
|
|
|
91
|
|
|||
Amortization
|
49
|
|
|
40
|
|
|
25
|
|
|||
Other noninterest expense
|
383
|
|
|
368
|
|
|
427
|
|
|||
Total noninterest expense
|
|
$5,468
|
|
|
|
$5,160
|
|
|
|
$5,543
|
|
|
|
|
|
|
|
|
|
||||
Adjusted noninterest expense
1
|
|
$5,468
|
|
|
|
$5,160
|
|
|
|
$5,219
|
|
Loan Portfolio by Types of Loans
|
|
|
|
|
|
|
Table 5
|
|
|||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$69,213
|
|
|
|
$67,062
|
|
|
|
$65,440
|
|
|
|
$57,974
|
|
|
|
$54,048
|
|
CRE
|
4,996
|
|
|
6,236
|
|
|
6,741
|
|
|
5,481
|
|
|
4,127
|
|
|||||
Commercial construction
|
4,015
|
|
|
1,954
|
|
|
1,211
|
|
|
855
|
|
|
713
|
|
|||||
Total commercial loans
|
78,224
|
|
|
75,252
|
|
|
73,392
|
|
|
64,310
|
|
|
58,888
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
537
|
|
|
629
|
|
|
632
|
|
|
3,416
|
|
|
4,252
|
|
|||||
Residential mortgages - nonguaranteed
1
|
26,137
|
|
|
24,744
|
|
|
23,443
|
|
|
24,412
|
|
|
23,389
|
|
|||||
Residential home equity products
|
11,912
|
|
|
13,171
|
|
|
14,264
|
|
|
14,809
|
|
|
14,805
|
|
|||||
Residential construction
|
404
|
|
|
384
|
|
|
436
|
|
|
553
|
|
|
753
|
|
|||||
Total residential loans
|
38,990
|
|
|
38,928
|
|
|
38,775
|
|
|
43,190
|
|
|
43,199
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student
|
6,167
|
|
|
4,922
|
|
|
4,827
|
|
|
5,545
|
|
|
5,357
|
|
|||||
Other direct
|
7,771
|
|
|
6,127
|
|
|
4,573
|
|
|
2,829
|
|
|
2,396
|
|
|||||
Indirect
|
10,736
|
|
|
10,127
|
|
|
10,644
|
|
|
11,272
|
|
|
10,998
|
|
|||||
Credit cards
|
1,410
|
|
|
1,086
|
|
|
901
|
|
|
731
|
|
|
632
|
|
|||||
Total consumer loans
|
26,084
|
|
|
22,262
|
|
|
20,945
|
|
|
20,377
|
|
|
19,383
|
|
|||||
LHFI
|
|
$143,298
|
|
|
|
$136,442
|
|
|
|
$133,112
|
|
|
|
$127,877
|
|
|
|
$121,470
|
|
LHFS
2
|
|
$4,169
|
|
|
|
$1,838
|
|
|
|
$3,232
|
|
|
|
$1,699
|
|
|
|
$3,399
|
|
|
|
|
|
|
|
|
Table 6
|
|
|||||||
|
At December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Total
|
|
Due in 1 Year or Less
|
|
Due After 1 Year through 5 Years
|
|
Due After 5 Years
|
||||||||
Loan Maturity
|
|
|
|
|
|
|
|
||||||||
C&I and CRE
1
|
|
$69,796
|
|
|
|
$19,105
|
|
|
|
$42,036
|
|
|
|
$8,655
|
|
Commercial construction
|
4,015
|
|
|
612
|
|
|
3,073
|
|
|
330
|
|
||||
Total
|
|
$73,811
|
|
|
|
$19,717
|
|
|
|
$45,109
|
|
|
|
$8,985
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Sensitivity
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$3,823
|
|
|
|
$3,554
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
41,286
|
|
|
5,431
|
|
||||||
Total
|
|
|
|
|
|
$45,109
|
|
|
|
$8,985
|
|
|
|
|
|
|
|
|
Table 7
|
|
|||||
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||
(Dollars in millions)
|
Commercial Loans
|
|
% of Total Commercial
|
|
Commercial Loans
|
|
% of Total Commercial
|
||||||
Real estate
|
|
$13,028
|
|
|
17
|
%
|
|
|
$12,529
|
|
|
17
|
%
|
Consumer products and services
|
9,450
|
|
|
12
|
|
|
8,157
|
|
|
11
|
|
||
Diversified financials and insurance
|
8,627
|
|
|
11
|
|
|
8,529
|
|
|
11
|
|
||
Health care & pharmaceuticals
|
7,437
|
|
|
10
|
|
|
7,090
|
|
|
9
|
|
||
Automotive
|
7,012
|
|
|
9
|
|
|
6,012
|
|
|
8
|
|
||
Diversified commercial services and supplies
|
4,149
|
|
|
5
|
|
|
3,945
|
|
|
5
|
|
||
Government
|
3,775
|
|
|
5
|
|
|
4,450
|
|
|
6
|
|
||
Retail
|
3,588
|
|
|
5
|
|
|
4,279
|
|
|
6
|
|
||
Technology (hardware & software)
|
3,259
|
|
|
4
|
|
|
2,411
|
|
|
3
|
|
||
Capital goods
|
3,226
|
|
|
4
|
|
|
3,536
|
|
|
5
|
|
||
Media & telecommunication services
|
2,593
|
|
|
3
|
|
|
2,672
|
|
|
4
|
|
||
Energy
|
2,584
|
|
|
3
|
|
|
3,073
|
|
|
4
|
|
||
Utilities
|
2,119
|
|
|
3
|
|
|
1,873
|
|
|
2
|
|
||
Transportation
|
2,103
|
|
|
3
|
|
|
2,156
|
|
|
3
|
|
||
Materials
|
2,083
|
|
|
3
|
|
|
1,982
|
|
|
3
|
|
||
Not-for-profits/religious organizations
|
1,768
|
|
|
2
|
|
|
1,771
|
|
|
2
|
|
||
Other
|
1,423
|
|
|
2
|
|
|
787
|
|
|
1
|
|
||
Total commercial loans
|
|
$78,224
|
|
|
100
|
%
|
|
|
$75,252
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 8
|
|
||||||||||||
|
December 31, 2016
|
||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total LHFI
|
||||||||||||||||||||
(Dollars in millions)
|
Balance
|
|
% of Total Commercial
|
|
Balance
|
|
% of Total Residential
|
|
Balance
|
|
% of Total Consumer
|
|
Balance
|
|
% of Total LHFI
|
||||||||||||
South region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Florida
|
|
$13,143
|
|
|
17
|
%
|
|
|
$9,416
|
|
|
24
|
%
|
|
|
$4,071
|
|
|
16
|
%
|
|
|
$26,630
|
|
|
19
|
%
|
Georgia
|
9,991
|
|
|
13
|
|
|
5,909
|
|
|
15
|
|
|
2,215
|
|
|
8
|
|
|
18,115
|
|
|
13
|
|
||||
Virginia
|
6,727
|
|
|
9
|
|
|
5,924
|
|
|
15
|
|
|
1,614
|
|
|
6
|
|
|
14,265
|
|
|
10
|
|
||||
Maryland
|
4,100
|
|
|
5
|
|
|
4,536
|
|
|
12
|
|
|
1,377
|
|
|
5
|
|
|
10,013
|
|
|
7
|
|
||||
North Carolina
|
4,211
|
|
|
5
|
|
|
3,509
|
|
|
9
|
|
|
1,645
|
|
|
6
|
|
|
9,365
|
|
|
7
|
|
||||
Tennessee
|
4,631
|
|
|
6
|
|
|
2,003
|
|
|
5
|
|
|
989
|
|
|
4
|
|
|
7,623
|
|
|
5
|
|
||||
Texas
|
3,794
|
|
|
5
|
|
|
485
|
|
|
1
|
|
|
2,995
|
|
|
11
|
|
|
7,274
|
|
|
5
|
|
||||
South Carolina
|
1,707
|
|
|
2
|
|
|
1,723
|
|
|
4
|
|
|
599
|
|
|
2
|
|
|
4,029
|
|
|
3
|
|
||||
District of Columbia
|
1,330
|
|
|
2
|
|
|
874
|
|
|
2
|
|
|
102
|
|
|
—
|
|
|
2,306
|
|
|
2
|
|
||||
Other Southern states
|
3,884
|
|
|
5
|
|
|
583
|
|
|
1
|
|
|
1,547
|
|
|
6
|
|
|
6,014
|
|
|
4
|
|
||||
Total South region
|
53,518
|
|
|
68
|
|
|
34,962
|
|
|
90
|
|
|
17,154
|
|
|
66
|
|
|
105,634
|
|
|
74
|
|
||||
Northeast region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New York
|
4,906
|
|
|
6
|
|
|
127
|
|
|
—
|
|
|
917
|
|
|
4
|
|
|
5,950
|
|
|
4
|
|
||||
Pennsylvania
|
1,534
|
|
|
2
|
|
|
108
|
|
|
—
|
|
|
981
|
|
|
4
|
|
|
2,623
|
|
|
2
|
|
||||
New Jersey
|
1,353
|
|
|
2
|
|
|
133
|
|
|
—
|
|
|
504
|
|
|
2
|
|
|
1,990
|
|
|
1
|
|
||||
Other Northeastern states
|
2,856
|
|
|
4
|
|
|
216
|
|
|
1
|
|
|
625
|
|
|
2
|
|
|
3,697
|
|
|
3
|
|
||||
Total Northeast region
|
10,649
|
|
|
14
|
|
|
584
|
|
|
1
|
|
|
3,027
|
|
|
12
|
|
|
14,260
|
|
|
10
|
|
||||
West region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
California
|
4,137
|
|
|
5
|
|
|
2,069
|
|
|
5
|
|
|
1,269
|
|
|
5
|
|
|
7,475
|
|
|
5
|
|
||||
Other Western states
|
2,384
|
|
|
3
|
|
|
845
|
|
|
2
|
|
|
1,232
|
|
|
5
|
|
|
4,461
|
|
|
3
|
|
||||
Total West region
|
6,521
|
|
|
8
|
|
|
2,914
|
|
|
7
|
|
|
2,501
|
|
|
10
|
|
|
11,936
|
|
|
8
|
|
||||
Midwest region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Illinois
|
1,614
|
|
|
2
|
|
|
213
|
|
|
1
|
|
|
559
|
|
|
2
|
|
|
2,386
|
|
|
2
|
|
||||
Ohio
|
638
|
|
|
1
|
|
|
41
|
|
|
—
|
|
|
581
|
|
|
2
|
|
|
1,260
|
|
|
1
|
|
||||
Other Midwestern states
|
3,157
|
|
|
4
|
|
|
276
|
|
|
1
|
|
|
2,193
|
|
|
8
|
|
|
5,626
|
|
|
4
|
|
||||
Total Midwest region
|
5,409
|
|
|
7
|
|
|
530
|
|
|
1
|
|
|
3,333
|
|
|
13
|
|
|
9,272
|
|
|
6
|
|
||||
Foreign loans
|
2,127
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
2,196
|
|
|
2
|
|
||||
Total
|
|
$78,224
|
|
|
100
|
%
|
|
|
$38,990
|
|
|
100
|
%
|
|
|
$26,084
|
|
|
100
|
%
|
|
|
$143,298
|
|
|
100
|
%
|
|
December 31, 2015
|
||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total LHFI
|
||||||||||||||||||||
(Dollars in millions)
|
Balance
|
|
% of Total Commercial
|
|
Balance
|
|
% of Total Residential
|
|
Balance
|
|
% of Total Consumer
|
|
Balance
|
|
% of Total LHFI
|
||||||||||||
South region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Florida
|
|
$12,712
|
|
|
17
|
%
|
|
|
$9,752
|
|
|
25
|
%
|
|
|
$3,764
|
|
|
17
|
%
|
|
|
$26,228
|
|
|
19
|
%
|
Georgia
|
9,820
|
|
|
13
|
|
|
5,917
|
|
|
15
|
|
|
1,769
|
|
|
8
|
|
|
17,506
|
|
|
13
|
|
||||
Virginia
|
6,650
|
|
|
9
|
|
|
5,976
|
|
|
15
|
|
|
1,446
|
|
|
6
|
|
|
14,072
|
|
|
10
|
|
||||
Maryland
|
4,220
|
|
|
6
|
|
|
4,280
|
|
|
11
|
|
|
1,262
|
|
|
6
|
|
|
9,762
|
|
|
7
|
|
||||
North Carolina
|
4,106
|
|
|
5
|
|
|
3,549
|
|
|
9
|
|
|
1,419
|
|
|
6
|
|
|
9,074
|
|
|
7
|
|
||||
Tennessee
|
4,710
|
|
|
6
|
|
|
2,123
|
|
|
5
|
|
|
818
|
|
|
4
|
|
|
7,651
|
|
|
6
|
|
||||
Texas
|
3,362
|
|
|
4
|
|
|
351
|
|
|
1
|
|
|
2,592
|
|
|
12
|
|
|
6,305
|
|
|
5
|
|
||||
South Carolina
|
1,517
|
|
|
2
|
|
|
1,796
|
|
|
5
|
|
|
497
|
|
|
2
|
|
|
3,810
|
|
|
3
|
|
||||
District of Columbia
|
1,375
|
|
|
2
|
|
|
790
|
|
|
2
|
|
|
85
|
|
|
—
|
|
|
2,250
|
|
|
2
|
|
||||
Other Southern states
|
4,100
|
|
|
5
|
|
|
556
|
|
|
1
|
|
|
1,346
|
|
|
6
|
|
|
6,002
|
|
|
4
|
|
||||
Total South region
|
52,572
|
|
|
70
|
|
|
35,090
|
|
|
90
|
|
|
14,998
|
|
|
67
|
|
|
102,660
|
|
|
75
|
|
||||
Northeast region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
New York
|
4,489
|
|
|
6
|
|
|
142
|
|
|
—
|
|
|
717
|
|
|
3
|
|
|
5,348
|
|
|
4
|
|
||||
Pennsylvania
|
1,651
|
|
|
2
|
|
|
111
|
|
|
—
|
|
|
776
|
|
|
3
|
|
|
2,538
|
|
|
2
|
|
||||
New Jersey
|
1,563
|
|
|
2
|
|
|
137
|
|
|
—
|
|
|
400
|
|
|
2
|
|
|
2,100
|
|
|
2
|
|
||||
Other Northeastern states
|
2,165
|
|
|
3
|
|
|
230
|
|
|
1
|
|
|
516
|
|
|
2
|
|
|
2,911
|
|
|
2
|
|
||||
Total Northeast region
|
9,868
|
|
|
13
|
|
|
620
|
|
|
2
|
|
|
2,409
|
|
|
11
|
|
|
12,897
|
|
|
9
|
|
||||
West region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
California
|
3,368
|
|
|
4
|
|
|
1,954
|
|
|
5
|
|
|
1,091
|
|
|
5
|
|
|
6,413
|
|
|
5
|
|
||||
Other Western states
|
2,059
|
|
|
3
|
|
|
752
|
|
|
2
|
|
|
1,037
|
|
|
5
|
|
|
3,848
|
|
|
3
|
|
||||
Total West region
|
5,427
|
|
|
7
|
|
|
2,706
|
|
|
7
|
|
|
2,128
|
|
|
10
|
|
|
10,261
|
|
|
8
|
|
||||
Midwest region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Illinois
|
1,614
|
|
|
2
|
|
|
185
|
|
|
—
|
|
|
420
|
|
|
2
|
|
|
2,219
|
|
|
2
|
|
||||
Ohio
|
885
|
|
|
1
|
|
|
52
|
|
|
—
|
|
|
457
|
|
|
2
|
|
|
1,394
|
|
|
1
|
|
||||
Other Midwestern states
|
3,360
|
|
|
4
|
|
|
275
|
|
|
1
|
|
|
1,803
|
|
|
8
|
|
|
5,438
|
|
|
4
|
|
||||
Total Midwest region
|
5,859
|
|
|
8
|
|
|
512
|
|
|
1
|
|
|
2,680
|
|
|
12
|
|
|
9,051
|
|
|
7
|
|
||||
Foreign loans
|
1,526
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
1,573
|
|
|
1
|
|
||||
Total
|
|
$75,252
|
|
|
100
|
%
|
|
|
$38,928
|
|
|
100
|
%
|
|
|
$22,262
|
|
|
100
|
%
|
|
|
$136,442
|
|
|
100
|
%
|
Summary of Credit Losses Experience
|
|
|
|
|
|
|
|
|
Table 9
|
|
|||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
|
|
$2,505
|
|
Provision/(benefit) for unfunded commitments
|
4
|
|
|
9
|
|
|
4
|
|
|
5
|
|
|
(3
|
)
|
|||||
Provision/(benefit) for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
329
|
|
|
133
|
|
|
111
|
|
|
197
|
|
|
241
|
|
|||||
Residential loans
|
(59
|
)
|
|
(67
|
)
|
|
126
|
|
|
243
|
|
|
1,062
|
|
|||||
Consumer loans
|
170
|
|
|
90
|
|
|
101
|
|
|
108
|
|
|
95
|
|
|||||
Total provision for loan losses
|
440
|
|
|
156
|
|
|
338
|
|
|
548
|
|
|
1,398
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
(287
|
)
|
|
(117
|
)
|
|
(128
|
)
|
|
(219
|
)
|
|
(457
|
)
|
|||||
Residential loans
|
(136
|
)
|
|
(218
|
)
|
|
(344
|
)
|
|
(531
|
)
|
|
(1,316
|
)
|
|||||
Consumer loans
|
(168
|
)
|
|
(135
|
)
|
|
(135
|
)
|
|
(119
|
)
|
|
(134
|
)
|
|||||
Total charge-offs
|
(591
|
)
|
|
(470
|
)
|
|
(607
|
)
|
|
(869
|
)
|
|
(1,907
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
35
|
|
|
45
|
|
|
57
|
|
|
66
|
|
|
154
|
|
|||||
Residential loans
|
30
|
|
|
42
|
|
|
65
|
|
|
87
|
|
|
31
|
|
|||||
Consumer loans
|
43
|
|
|
42
|
|
|
40
|
|
|
38
|
|
|
41
|
|
|||||
Total recoveries
|
108
|
|
|
129
|
|
|
162
|
|
|
191
|
|
|
226
|
|
|||||
Net charge-offs
|
(483
|
)
|
|
(341
|
)
|
|
(445
|
)
|
|
(678
|
)
|
|
(1,681
|
)
|
|||||
Balance - end of period
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$1,709
|
|
|
|
$1,752
|
|
|
|
$1,937
|
|
|
|
$2,044
|
|
|
|
$2,174
|
|
Unfunded commitments reserve
1
|
67
|
|
|
63
|
|
|
54
|
|
|
50
|
|
|
45
|
|
|||||
Allowance for credit losses
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
$2,094
|
|
|
|
$2,219
|
|
Average LHFI
|
|
$141,118
|
|
|
|
$133,558
|
|
|
|
$130,874
|
|
|
|
$122,657
|
|
|
|
$122,893
|
|
Period-end LHFI outstanding
|
143,298
|
|
|
136,442
|
|
|
133,112
|
|
|
127,877
|
|
|
121,470
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end LHFI
2
|
1.19
|
%
|
|
1.29
|
%
|
|
1.46
|
%
|
|
1.60
|
%
|
|
1.80
|
%
|
|||||
ALLL to NPLs
3
|
2.03x
|
|
|
2.62x
|
|
|
3.07x
|
|
|
2.12x
|
|
|
1.42x
|
|
|||||
ALLL to net charge-offs
|
3.54x
|
|
|
5.14x
|
|
|
4.35x
|
|
|
3.01x
|
|
|
1.29x
|
|
|||||
Net charge-offs to average LHFI
|
0.34
|
%
|
|
0.26
|
%
|
|
0.34
|
%
|
|
0.55
|
%
|
|
1.37
|
%
|
ALLL by Loan Segment
|
|
|
|
|
|
|
|
Table 10
|
|
||||||||||
|
At December 31
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
|
$1,124
|
|
|
|
$1,047
|
|
|
|
$986
|
|
|
|
$946
|
|
|
|
$902
|
|
Residential loans
|
369
|
|
|
534
|
|
|
777
|
|
|
930
|
|
|
1,131
|
|
|||||
Consumer loans
|
216
|
|
|
171
|
|
|
174
|
|
|
168
|
|
|
141
|
|
|||||
Total
|
|
$1,709
|
|
|
|
$1,752
|
|
|
|
$1,937
|
|
|
|
$2,044
|
|
|
|
$2,174
|
|
Segment ALLL as a % of total ALLL:
|
|
|
|
|
|
|
|||||||||||||
Commercial loans
|
66
|
%
|
|
60
|
%
|
|
51
|
%
|
|
46
|
%
|
|
41
|
%
|
|||||
Residential loans
|
21
|
|
|
30
|
|
|
40
|
|
|
46
|
|
|
52
|
|
|||||
Consumer loans
|
13
|
|
|
10
|
|
|
9
|
|
|
8
|
|
|
7
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||
Segment LHFI as a % of total LHFI:
|
|
|
|
|
|
|
|||||||||||||
Commercial loans
|
55
|
%
|
|
55
|
%
|
|
55
|
%
|
|
50
|
%
|
|
48
|
%
|
|||||
Residential loans
|
27
|
|
|
29
|
|
|
29
|
|
|
34
|
|
|
36
|
|
|||||
Consumer loans
|
18
|
|
|
16
|
|
|
16
|
|
|
16
|
|
|
16
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
Table 11
|
|
|||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Nonaccrual/NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$390
|
|
|
|
$308
|
|
|
|
$151
|
|
|
|
$196
|
|
|
|
$194
|
|
CRE
|
7
|
|
|
11
|
|
|
21
|
|
|
39
|
|
|
66
|
|
|||||
Commercial construction
|
17
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
34
|
|
|||||
Total commercial NPLs
|
414
|
|
|
319
|
|
|
173
|
|
|
247
|
|
|
294
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
177
|
|
|
183
|
|
|
254
|
|
|
441
|
|
|
775
|
|
|||||
Residential home equity products
|
235
|
|
|
145
|
|
|
174
|
|
|
210
|
|
|
341
|
|
|||||
Residential construction
|
12
|
|
|
16
|
|
|
27
|
|
|
61
|
|
|
112
|
|
|||||
Total residential NPLs
|
424
|
|
|
344
|
|
|
455
|
|
|
712
|
|
|
1,228
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Other direct
|
6
|
|
|
6
|
|
|
6
|
|
|
5
|
|
|
6
|
|
|||||
Indirect
|
1
|
|
|
3
|
|
|
—
|
|
|
7
|
|
|
19
|
|
|||||
Total consumer NPLs
|
7
|
|
|
9
|
|
|
6
|
|
|
12
|
|
|
25
|
|
|||||
Total nonaccrual/NPLs
1
|
|
$845
|
|
|
|
$672
|
|
|
|
$634
|
|
|
|
$971
|
|
|
|
$1,547
|
|
OREO
2
|
60
|
|
|
56
|
|
|
|
$99
|
|
|
|
$170
|
|
|
|
$264
|
|
||
Other repossessed assets
|
14
|
|
|
7
|
|
|
9
|
|
|
7
|
|
|
9
|
|
|||||
Nonperforming LHFS
|
—
|
|
|
—
|
|
|
38
|
|
|
17
|
|
|
37
|
|
|||||
Total NPAs
|
|
$919
|
|
|
|
$735
|
|
|
|
$780
|
|
|
|
$1,165
|
|
|
|
$1,857
|
|
Accruing LHFI past due 90 days or more
|
|
$1,288
|
|
|
|
$981
|
|
|
|
$1,057
|
|
|
|
$1,228
|
|
|
|
$782
|
|
Accruing LHFS past due 90 days or more
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,535
|
|
|
|
$2,603
|
|
|
|
$2,592
|
|
|
|
$2,749
|
|
|
|
$2,501
|
|
Nonaccruing restructured loans
1
|
306
|
|
|
176
|
|
|
273
|
|
|
391
|
|
|
639
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to period-end LHFI
|
0.59
|
%
|
|
0.49
|
%
|
|
0.48
|
%
|
|
0.76
|
%
|
|
1.27
|
%
|
|||||
NPAs to period-end LHFI, OREO, other repossessed assets, and nonperforming LHFS
|
0.64
|
|
|
0.54
|
|
|
0.59
|
|
|
0.91
|
|
|
1.52
|
|
Residential TDR Data
|
|
|
|
|
|
|
|
|
|
|
Table 12
|
|
|||||||||||
|
December 31, 2016
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Residential mortgages - nonguaranteed
|
|
$1,527
|
|
|
|
$36
|
|
|
|
$1,563
|
|
|
|
$12
|
|
|
|
$73
|
|
|
|
$85
|
|
Residential home equity products
|
628
|
|
|
23
|
|
|
651
|
|
|
108
|
|
|
36
|
|
|
144
|
|
||||||
Residential construction
|
110
|
|
|
1
|
|
|
111
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Total residential TDRs
|
|
$2,265
|
|
|
|
$60
|
|
|
|
$2,325
|
|
|
|
$120
|
|
|
|
$113
|
|
|
|
$233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
December 31, 2015
|
||||||||||||||||||||||
|
Accruing TDRs
|
|
Nonaccruing TDRs
|
||||||||||||||||||||
(Dollars in millions)
|
Current
|
|
Delinquent
1
|
|
Total
|
|
Current
|
|
Delinquent
1
|
|
Total
|
||||||||||||
Residential mortgages - nonguaranteed
|
|
$1,627
|
|
|
|
$47
|
|
|
|
$1,674
|
|
|
|
$18
|
|
|
|
$79
|
|
|
|
$97
|
|
Residential home equity products
|
601
|
|
|
25
|
|
|
626
|
|
|
16
|
|
|
28
|
|
|
44
|
|
||||||
Residential construction
|
125
|
|
|
1
|
|
|
126
|
|
|
1
|
|
|
6
|
|
|
7
|
|
||||||
Total residential TDRs
|
|
$2,353
|
|
|
|
$73
|
|
|
|
$2,426
|
|
|
|
$35
|
|
|
|
$113
|
|
|
|
$148
|
|
Securities Available for Sale
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
Table 13
|
|
|||||||
|
December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$5,486
|
|
|
|
$5
|
|
|
|
$86
|
|
|
|
$5,405
|
|
Federal agency securities
|
310
|
|
|
5
|
|
|
2
|
|
|
313
|
|
||||
U.S. states and political subdivisions
|
279
|
|
|
5
|
|
|
5
|
|
|
279
|
|
||||
MBS - agency
|
23,642
|
|
|
313
|
|
|
293
|
|
|
23,662
|
|
||||
MBS - non-agency residential
|
71
|
|
|
3
|
|
|
—
|
|
|
74
|
|
||||
MBS - non-agency commercial
|
257
|
|
|
—
|
|
|
5
|
|
|
252
|
|
||||
ABS
|
8
|
|
|
2
|
|
|
—
|
|
|
10
|
|
||||
Corporate and other debt securities
|
34
|
|
|
1
|
|
|
—
|
|
|
35
|
|
||||
Other equity securities
1
|
642
|
|
|
1
|
|
|
1
|
|
|
642
|
|
||||
Total securities AFS
|
|
$30,729
|
|
|
|
$335
|
|
|
|
$392
|
|
|
|
$30,672
|
|
|
December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
U.S. Treasury securities
|
|
$3,460
|
|
|
|
$3
|
|
|
|
$14
|
|
|
|
$3,449
|
|
Federal agency securities
|
402
|
|
|
10
|
|
|
1
|
|
|
411
|
|
||||
U.S. states and political subdivisions
|
156
|
|
|
8
|
|
|
—
|
|
|
164
|
|
||||
MBS - agency
|
22,877
|
|
|
397
|
|
|
150
|
|
|
23,124
|
|
||||
MBS - non-agency residential
|
92
|
|
|
2
|
|
|
—
|
|
|
94
|
|
||||
ABS
|
11
|
|
|
2
|
|
|
1
|
|
|
12
|
|
||||
Corporate and other debt securities
|
37
|
|
|
1
|
|
|
—
|
|
|
38
|
|
||||
Other equity securities
1
|
533
|
|
|
1
|
|
|
1
|
|
|
533
|
|
||||
Total securities AFS
|
|
$27,568
|
|
|
|
$424
|
|
|
|
$167
|
|
|
|
$27,825
|
|
|
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 - non-agency residential
|
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
|
|
Maturity Distribution of Debt Securities Available for Sale
|
|
|
|
|
|
Table 14
|
|
||||||||||||
|
December 31, 2016
|
||||||||||||||||||
(Dollars in millions)
|
Due in 1 Year or Less
|
|
Due After 1 Year through 5 Years
|
|
Due After 5 Years through 10 Years
|
|
Due After 10 Years
|
|
Total
|
||||||||||
Amortized Cost
1
:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$—
|
|
|
|
$2,344
|
|
|
|
$3,142
|
|
|
|
$—
|
|
|
|
$5,486
|
|
Federal agency securities
|
114
|
|
|
87
|
|
|
7
|
|
|
102
|
|
|
310
|
|
|||||
U.S. states and political subdivisions
|
10
|
|
|
21
|
|
|
83
|
|
|
165
|
|
|
279
|
|
|||||
MBS - agency
|
1,889
|
|
|
12,667
|
|
|
8,847
|
|
|
239
|
|
|
23,642
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
48
|
|
|
23
|
|
|
—
|
|
|
71
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
245
|
|
|
—
|
|
|
257
|
|
|||||
ABS
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|||||
Corporate and other debt securities
|
15
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Total debt securities
|
|
$2,035
|
|
|
|
$15,198
|
|
|
|
$12,348
|
|
|
|
$506
|
|
|
|
$30,087
|
|
Fair Value
1
:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$—
|
|
|
|
$2,332
|
|
|
|
$3,073
|
|
|
|
$—
|
|
|
|
$5,405
|
|
Federal agency securities
|
114
|
|
|
91
|
|
|
7
|
|
|
101
|
|
|
313
|
|
|||||
U.S. states and political subdivisions
|
10
|
|
|
22
|
|
|
86
|
|
|
161
|
|
|
279
|
|
|||||
MBS - agency
|
1,989
|
|
|
12,788
|
|
|
8,645
|
|
|
240
|
|
|
23,662
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
50
|
|
|
24
|
|
|
—
|
|
|
74
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
240
|
|
|
—
|
|
|
252
|
|
|||||
ABS
|
8
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
10
|
|
|||||
Corporate and other debt securities
|
16
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Total debt securities
|
|
$2,137
|
|
|
|
$15,314
|
|
|
|
$12,077
|
|
|
|
$502
|
|
|
|
$30,030
|
|
Weighted average yield
2
:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
—
|
%
|
|
1.58
|
%
|
|
1.87
|
%
|
|
—
|
%
|
|
1.75
|
%
|
|||||
Federal agency securities
|
5.00
|
|
|
3.67
|
|
|
2.55
|
|
|
2.83
|
|
|
3.85
|
|
|||||
U.S. states and political subdivisions
|
6.42
|
|
|
5.18
|
|
|
4.92
|
|
|
3.04
|
|
|
3.88
|
|
|||||
MBS - agency
|
2.85
|
|
|
2.51
|
|
|
2.57
|
|
|
3.33
|
|
|
2.57
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
8.74
|
|
|
6.78
|
|
|
—
|
|
|
8.11
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
2.26
|
|
|
3.04
|
|
|
—
|
|
|
3.00
|
|
|||||
ABS
|
2.91
|
|
|
—
|
|
|
8.34
|
|
|
—
|
|
|
3.59
|
|
|||||
Corporate and other debt securities
|
5.74
|
|
|
2.64
|
|
|
—
|
|
|
—
|
|
|
4.06
|
|
|||||
Total debt securities
|
3.01
|
%
|
|
2.40
|
%
|
|
2.42
|
%
|
|
3.14
|
%
|
|
2.46
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
Table 15
|
|
||||||||||
|
Year Ended December 31
|
|
% of Total Deposits
|
|||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
Noninterest-bearing deposits
|
|
$43,400
|
|
|
|
$42,102
|
|
|
|
$40,411
|
|
|
28
|
%
|
|
29
|
%
|
|
30
|
%
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NOW accounts
|
40,949
|
|
|
35,161
|
|
|
28,879
|
|
|
26
|
|
|
24
|
|
|
22
|
|
|||
Money market accounts
|
53,795
|
|
|
50,518
|
|
|
44,813
|
|
|
35
|
|
|
35
|
|
|
33
|
|
|||
Savings
|
6,285
|
|
|
6,165
|
|
|
6,076
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|||
Consumer time
|
5,852
|
|
|
6,443
|
|
|
7,539
|
|
|
4
|
|
|
4
|
|
|
6
|
|
|||
Other time
|
3,908
|
|
|
3,813
|
|
|
4,294
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|||
Total consumer and commercial deposits
|
154,189
|
|
|
144,202
|
|
|
132,012
|
|
|
99
|
|
|
99
|
|
|
99
|
|
|||
Brokered time deposits
|
926
|
|
|
888
|
|
|
1,584
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Foreign deposits
|
123
|
|
|
218
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
$155,238
|
|
|
|
$145,308
|
|
|
|
$133,742
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Table 16
|
|
||||||||||||
(Dollars in millions)
|
Consumer and Other Time
|
|
Brokered Time
|
|
Foreign Time
|
|
Total
|
||||||||
Remaining Contractual Maturity:
|
|
|
|
|
|
|
|
||||||||
3 months or less
|
|
$555
|
|
|
|
$132
|
|
|
|
$610
|
|
|
|
$1,297
|
|
Over 3 through 6 months
|
433
|
|
|
2
|
|
|
—
|
|
|
435
|
|
||||
Over 6 through 12 months
|
575
|
|
|
27
|
|
|
—
|
|
|
602
|
|
||||
Over 12 months
|
2,370
|
|
|
763
|
|
|
—
|
|
|
3,133
|
|
||||
Total
|
|
$3,933
|
|
|
|
$924
|
|
|
|
$610
|
|
|
|
$5,467
|
|
|
|
|
Table 17
|
|
|||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Funds purchased
|
|
$2,116
|
|
|
|
$1,949
|
|
Securities sold under agreements to repurchase
|
1,633
|
|
|
1,654
|
|
||
Other short-term borrowings
|
1,015
|
|
|
1,024
|
|
||
Total short-term borrowings
|
|
$4,764
|
|
|
|
$4,627
|
|
|
|
|
Table 18
|
|
|||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Parent Company Only:
|
|
|
|
||||
Senior, fixed rate
|
|
$3,818
|
|
|
|
$3,614
|
|
Senior, variable rate
|
314
|
|
|
331
|
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
||
Junior subordinated, variable rate
|
627
|
|
|
627
|
|
||
Total
|
4,959
|
|
|
4,772
|
|
||
Less: Debt issuance costs
1
|
9
|
|
|
|
|||
Total Parent Company debt
|
4,950
|
|
|
4,772
|
|
||
|
|
|
|
||||
Subsidiaries
2
:
|
|
|
|
||||
Senior, fixed rate
3
|
2,539
|
|
|
1,620
|
|
||
Senior, variable rate
|
2,613
|
|
|
1,097
|
|
||
Subordinated, fixed rate
4
|
1,651
|
|
|
973
|
|
||
Total
|
6,803
|
|
|
3,690
|
|
||
Less: Debt issuance costs
1
|
5
|
|
|
|
|||
Total subsidiaries debt
|
6,798
|
|
|
3,690
|
|
||
Total long-term debt
|
|
$11,748
|
|
|
|
$8,462
|
|
Regulatory Capital Metrics
1
|
|
|
|
Table 19
|
|
||||||
|
Under Basel III
|
|
Under Basel I
|
||||||||
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Regulatory capital:
|
|
|
|
|
|
||||||
CET1
|
|
$16,953
|
|
|
|
$16,421
|
|
|
N/A
|
|
|
Tier 1 common equity
|
N/A
|
|
|
N/A
|
|
|
|
$15,694
|
|
||
Tier 1 capital
|
|
$18,186
|
|
|
|
$17,804
|
|
|
17,554
|
|
|
Total capital
|
21,685
|
|
|
20,668
|
|
|
20,338
|
|
|||
Assets:
|
|
|
|
|
|
||||||
RWA
|
|
$176,825
|
|
|
|
$164,851
|
|
|
|
$162,516
|
|
Average total assets for leverage ratio
|
197,272
|
|
|
183,763
|
|
|
182,186
|
|
|||
Risk-based ratios:
|
|
|
|
|
|
||||||
CET1
|
9.59
|
%
|
|
9.96
|
%
|
|
N/A
|
|
|||
CET1 - fully phased-in
2
|
9.43
|
|
|
9.80
|
|
|
N/A
|
|
|||
Tier 1 common equity
|
N/A
|
|
|
N/A
|
|
|
9.60
|
%
|
|||
Tier 1 capital
|
10.28
|
%
|
|
10.80
|
%
|
|
10.80
|
|
|||
Total capital
|
12.26
|
|
|
12.54
|
|
|
12.51
|
|
|||
Leverage
|
9.22
|
|
|
9.69
|
|
|
9.64
|
|
|||
Total shareholders’ equity to assets
|
11.53
|
|
|
12.28
|
|
|
12.09
|
|
Level 3 Assets and Liabilities
|
|
Table 20
|
|
||||
|
December 31
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
Trading assets and derivative instruments
1
|
|
$28
|
|
|
|
$110
|
|
Securities AFS
|
633
|
|
|
556
|
|
||
LHFS
|
12
|
|
|
5
|
|
||
LHFI
|
222
|
|
|
257
|
|
||
MSRs
|
1,572
|
|
|
1,307
|
|
||
Total level 3 assets
|
|
$2,467
|
|
|
|
$2,235
|
|
Total assets
|
|
$204,875
|
|
|
|
$190,817
|
|
Total assets measured at fair value on a recurring basis
|
42,073
|
|
|
37,002
|
|
||
Level 3 assets as a % of total assets
|
1.2
|
%
|
|
1.2
|
%
|
||
Level 3 assets as a % of total assets measured at fair value on a recurring basis
|
5.9
|
%
|
|
6.0
|
%
|
||
Liabilities:
|
|
|
|
||||
Trading liabilities and derivative instruments
|
|
$22
|
|
|
|
$6
|
|
Other liabilities
|
—
|
|
|
23
|
|
||
Total level 3 liabilities
|
|
$22
|
|
|
|
$29
|
|
Total liabilities
|
|
$181,257
|
|
|
|
$167,380
|
|
Total liabilities measured at fair value on a recurring basis
|
2,392
|
|
|
2,259
|
|
||
Level 3 liabilities as a % of total liabilities
|
—
|
%
|
|
—
|
%
|
||
Level 3 liabilities as a % of total liabilities measured at fair value on a recurring basis
|
0.9
|
%
|
|
1.3
|
%
|
||
1
Includes IRLCs.
|
•
|
Risk Takers/Owners and Risk Managers/Administrators: Risk taking and risk administration activities are largely performed in the Business Segments, as well as within Functional Units executing select activities. Business Segments/Functions own and are accountable for the development and execution of business strategies that are aligned with the risk appetite, measures, and limits established by the Board, as well as the associated processes and controls. They are also responsible for accurate and timely identification, management, and reporting/escalation of existing and emerging risks.
|
•
|
Risk Oversight: Oversight activities are performed by
ER
, together with Risk Program Owners across the enterprise and certain teammates within other Functions; these groups are responsible for independent governance and oversight of risk taking and risk mitigation activities relative to specific risks. Risk Program Owners represent areas of subject matter expertise relative to certain risks, including, but not limited to: Technology Risk, which among other things, encompasses information and cyber-security, Finance Risk Management, Human Resources, Third-Party Risk Management, Model Risk Management, Anti-Money Laundering/Bank Secrecy Act,
FRB
Regulation W Oversight, and Enterprise Data Oversight. Risk Oversight is responsible for developing appropriate risk management frameworks/programs that facilitate identification, reporting, assessment, control, mitigation, and communication of risk. It also monitors the Business Segments' and Corporate Functions' execution of these responsibilities. Risk Oversight frameworks/programs conform to applicable laws, rules, regulations, regulatory guidance, decrees and orders, and stated corporate business and risk objectives, including risk appetite, measures, and limits.
|
•
|
Risk Assurance: Assurance activities are performed by SunTrust Audit Services and Credit 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.
|
•
|
ERC
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.
|
•
|
Align risk taking with the risk appetite targets established by the Board
|
•
|
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
|
•
|
Support our purpose of
Lighting the Way to Financial Well-Being
, support our performance promise of
Leading the Movement for Financial Well-Being
, and conform to our guiding principles of
Client First
,
One Team
,
Executional Excellence
, and
Profitable Growth
|
•
|
Chief Credit Officer
|
•
|
Chief Market and Liquidity Risk Officer
|
•
|
EORO
, who is also responsible for oversight of Risk Programs
|
•
|
Chief Regulatory and Compliance Officer
|
•
|
Wholesale Segment Chief Risk Officer
|
•
|
Consumer and Private Wealth Management Segment Chief Risk Officer
|
•
|
Residential Mortgage Segment Chief Risk Officer
|
•
|
Enterprise Risk Services Officer
|
•
|
Enterprise Model Risk Management Officer
|
Value at Risk Profile
|
Table 23
|
|
|||||
|
|
|
|
||||
|
Year Ended December 31
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
VAR (1-day holding period):
|
|
|
|
||||
Period end
|
|
$3
|
|
|
|
$3
|
|
High
|
4
|
|
|
4
|
|
||
Low
|
1
|
|
|
2
|
|
||
Average
|
3
|
|
|
3
|
|
||
|
|
|
|
||||
Stressed VAR (10-day holding period):
|
|||||||
Period end
|
|
$37
|
|
|
|
$23
|
|
High
|
118
|
|
|
104
|
|
||
Low
|
8
|
|
|
19
|
|
||
Average
|
37
|
|
|
51
|
|
||
|
|
|
|
||||
VAR by Risk Factor at period end (1-day holding period):
|
|||||||
Equity risk
|
|
$1
|
|
|
|
$2
|
|
Interest rate risk
|
2
|
|
|
3
|
|
||
Credit spread risk
|
5
|
|
|
2
|
|
||
VAR total at period end (1-day diversified)
|
3
|
|
|
3
|
|
|
|
|
Credit Ratings and Outlook
|
Table 24
|
||||
|
December 31, 2016
|
||||
|
Moody’s
|
|
S&P
|
|
Fitch
|
SunTrust Banks, Inc.:
|
|
|
|
|
|
Senior debt
|
Baa1
|
|
BBB+
|
|
A-
|
Preferred stock
|
Baa3
|
|
BB+
|
|
BB
|
|
|
|
|
|
|
SunTrust Bank:
|
|
|
|
|
|
Long-term deposits
|
A1
|
|
A-
|
|
A
|
Short-term deposits
|
P-1
|
|
A-2
|
|
F1
|
Senior debt
|
Baal
|
|
A-
|
|
A-
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
Contingent Liquidity Sources
|
|
|
|
|
|
Table 25
|
|
||||||||
|
|
|
|
|
|
||||||||||
|
As of
|
|
Average for the Year Ended ¹
|
||||||||||||
(Dollars in billions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
Excess reserves
|
|
$2.5
|
|
|
|
$2.4
|
|
|
|
$2.9
|
|
|
|
$3.6
|
|
Free and liquid investment portfolio securities
|
27.6
|
|
|
23.9
|
|
|
24.8
|
|
|
23.1
|
|
||||
Unused FHLB borrowing capacity
|
21.8
|
|
|
21.4
|
|
|
22.1
|
|
|
16.2
|
|
||||
Unused discount window borrowing capacity
|
17.0
|
|
|
17.2
|
|
|
17.2
|
|
|
17.4
|
|
||||
Total
|
|
$68.9
|
|
|
|
$64.9
|
|
|
|
$67.0
|
|
|
|
$60.3
|
|
Unfunded Lending Commitments
|
|
|
|
|
|
Table 26
|
|
||||||||
|
As of
|
|
Average for the Three Months Ended
|
||||||||||||
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||
Unused lines of credit:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$59,803
|
|
|
|
$58,855
|
|
|
|
$58,865
|
|
|
|
$58,032
|
|
Residential mortgage commitments
1
|
4,240
|
|
|
3,232
|
|
|
5,864
|
|
|
3,641
|
|
||||
Home equity lines
|
10,336
|
|
|
10,523
|
|
|
10,353
|
|
|
10,558
|
|
||||
CRE
2
|
4,468
|
|
|
4,455
|
|
|
4,386
|
|
|
4,111
|
|
||||
Credit card
|
9,798
|
|
|
8,478
|
|
|
9,726
|
|
|
8,203
|
|
||||
Total unused lines of credit
|
|
$88,645
|
|
|
|
$85,543
|
|
|
|
$89,194
|
|
|
|
$84,545
|
|
|
|
|
|
|
|
|
|
||||||||
Letters of credit:
|
|
|
|
|
|
|
|
||||||||
Financial standby
|
|
$2,777
|
|
|
|
$2,775
|
|
|
|
$2,716
|
|
|
|
$2,758
|
|
Performance standby
|
130
|
|
|
137
|
|
|
131
|
|
|
140
|
|
||||
Commercial
|
19
|
|
|
27
|
|
|
19
|
|
|
27
|
|
||||
Total letters of credit
|
|
$2,926
|
|
|
|
$2,939
|
|
|
|
$2,866
|
|
|
|
$2,925
|
|
Net Income/(Loss) by Business Segment
|
|
|
|
|
Table 28
|
|
|||||
|
|
|
|
|
|
||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Consumer Banking and Private Wealth Management
|
|
$684
|
|
|
|
$729
|
|
|
|
$671
|
|
Wholesale Banking
|
867
|
|
|
952
|
|
|
896
|
|
|||
Mortgage Banking
|
183
|
|
|
287
|
|
|
(52
|
)
|
|||
|
|
|
|
|
|
||||||
Corporate Other
|
161
|
|
|
190
|
|
|
437
|
|
|||
Reconciling Items
1
|
(17
|
)
|
|
(225
|
)
|
|
(178
|
)
|
|||
Total Corporate Other
|
144
|
|
|
(35
|
)
|
|
259
|
|
|||
Consolidated Net Income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Average Loans and Deposits by Business Segment
|
|
|
|
|
|
|
|
|
|
Table 29
|
|
||||||||||||
|
Average Loans
|
|
Average Consumer
and Commercial Deposits |
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Consumer Banking and Private Wealth Management
|
|
$42,723
|
|
|
|
$40,614
|
|
|
|
$41,702
|
|
|
|
$95,875
|
|
|
|
$91,104
|
|
|
|
$86,046
|
|
Wholesale Banking
|
71,605
|
|
|
67,872
|
|
|
62,627
|
|
|
55,293
|
|
|
50,379
|
|
|
43,569
|
|
||||||
Mortgage Banking
|
26,726
|
|
|
25,024
|
|
|
26,494
|
|
|
2,969
|
|
|
2,679
|
|
|
2,333
|
|
||||||
Corporate Other
|
64
|
|
|
48
|
|
|
51
|
|
|
52
|
|
|
40
|
|
|
64
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures
|
Table 30
|
|
|||||||||||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
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
|
|
$1,492
|
|
|
|
$1,451
|
|
|
|
$1,424
|
|
|
|
$1,411
|
|
|
|
$1,363
|
|
|
|
$1,333
|
|
|
|
$1,297
|
|
|
|
$1,272
|
|
Interest expense
|
149
|
|
|
143
|
|
|
136
|
|
|
129
|
|
|
117
|
|
|
122
|
|
|
130
|
|
|
132
|
|
||||||||
Net interest income
|
1,343
|
|
|
1,308
|
|
|
1,288
|
|
|
1,282
|
|
|
1,246
|
|
|
1,211
|
|
|
1,167
|
|
|
1,140
|
|
||||||||
Provision for credit losses
|
101
|
|
|
97
|
|
|
146
|
|
|
101
|
|
|
51
|
|
|
32
|
|
|
26
|
|
|
55
|
|
||||||||
Net interest income after provision for credit losses
|
1,242
|
|
|
1,211
|
|
|
1,142
|
|
|
1,181
|
|
|
1,195
|
|
|
1,179
|
|
|
1,141
|
|
|
1,085
|
|
||||||||
Noninterest income
|
815
|
|
|
889
|
|
|
898
|
|
|
781
|
|
|
765
|
|
|
811
|
|
|
874
|
|
|
817
|
|
||||||||
Noninterest expense
|
1,397
|
|
|
1,409
|
|
|
1,345
|
|
|
1,318
|
|
|
1,288
|
|
|
1,264
|
|
|
1,328
|
|
|
1,280
|
|
||||||||
Income before provision for income taxes
|
660
|
|
|
691
|
|
|
695
|
|
|
644
|
|
|
672
|
|
|
726
|
|
|
687
|
|
|
622
|
|
||||||||
Provision for income taxes
|
193
|
|
|
215
|
|
|
201
|
|
|
195
|
|
|
185
|
|
|
187
|
|
|
202
|
|
|
191
|
|
||||||||
Net income attributable to noncontrolling interest
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||||
Net income
|
|
$465
|
|
|
|
$474
|
|
|
|
$492
|
|
|
|
$447
|
|
|
|
$484
|
|
|
|
$537
|
|
|
|
$483
|
|
|
|
$429
|
|
Net income available to common shareholders
|
|
$448
|
|
|
|
$457
|
|
|
|
$475
|
|
|
|
$430
|
|
|
|
$467
|
|
|
|
$519
|
|
|
|
$467
|
|
|
|
$411
|
|
Net interest income-FTE
1
|
|
$1,377
|
|
|
|
$1,342
|
|
|
|
$1,323
|
|
|
|
$1,318
|
|
|
|
$1,281
|
|
|
|
$1,247
|
|
|
|
$1,203
|
|
|
|
$1,175
|
|
Total revenue
|
2,158
|
|
|
2,197
|
|
|
2,186
|
|
|
2,063
|
|
|
2,011
|
|
|
2,022
|
|
|
2,041
|
|
|
1,957
|
|
||||||||
Total revenue-FTE
1
|
2,192
|
|
|
2,231
|
|
|
2,221
|
|
|
2,099
|
|
|
2,046
|
|
|
2,058
|
|
|
2,077
|
|
|
1,992
|
|
||||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
|
|
$0.90
|
|
|
|
$0.91
|
|
|
|
$0.94
|
|
|
|
$0.84
|
|
|
|
$0.91
|
|
|
|
$1.00
|
|
|
|
$0.89
|
|
|
|
$0.78
|
|
Basic
|
0.91
|
|
|
0.92
|
|
|
0.95
|
|
|
0.85
|
|
|
0.92
|
|
|
1.01
|
|
|
0.90
|
|
|
0.79
|
|
||||||||
Dividends paid per average common share
|
0.26
|
|
|
0.26
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.24
|
|
|
0.20
|
|
||||||||
Book value per common share
2
|
45.38
|
|
|
46.63
|
|
|
46.14
|
|
|
44.97
|
|
|
43.45
|
|
|
43.44
|
|
|
42.26
|
|
|
42.01
|
|
||||||||
Tangible book value per common share
2, 3
|
32.95
|
|
|
34.34
|
|
|
33.98
|
|
|
32.90
|
|
|
31.45
|
|
|
31.56
|
|
|
30.46
|
|
|
30.29
|
|
||||||||
Market capitalization
|
26,942
|
|
|
21,722
|
|
|
20,598
|
|
|
18,236
|
|
|
21,793
|
|
|
19,659
|
|
|
22,286
|
|
|
21,450
|
|
||||||||
Market price per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
|
$56.48
|
|
|
|
$44.61
|
|
|
|
$44.32
|
|
|
|
$42.04
|
|
|
|
$45.24
|
|
|
|
$45.84
|
|
|
|
$44.69
|
|
|
|
$43.23
|
|
Low
|
43.41
|
|
|
38.75
|
|
|
35.10
|
|
|
31.07
|
|
|
36.79
|
|
|
37.09
|
|
|
40.40
|
|
|
36.52
|
|
||||||||
Close
|
54.85
|
|
|
43.80
|
|
|
41.08
|
|
|
36.08
|
|
|
42.84
|
|
|
38.24
|
|
|
43.02
|
|
|
41.09
|
|
||||||||
Selected Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$203,146
|
|
|
|
$201,476
|
|
|
|
$198,305
|
|
|
|
$193,014
|
|
|
|
$189,656
|
|
|
|
$188,341
|
|
|
|
$188,310
|
|
|
|
$189,265
|
|
Earning assets
|
182,475
|
|
|
180,523
|
|
|
178,055
|
|
|
174,189
|
|
|
170,262
|
|
|
168,334
|
|
|
168,461
|
|
|
168,179
|
|
||||||||
Loans
|
142,578
|
|
|
142,257
|
|
|
141,238
|
|
|
138,372
|
|
|
135,214
|
|
|
132,837
|
|
|
132,829
|
|
|
133,338
|
|
||||||||
Consumer and commercial deposits
|
157,996
|
|
|
155,313
|
|
|
154,166
|
|
|
149,229
|
|
|
148,163
|
|
|
145,226
|
|
|
142,851
|
|
|
140,476
|
|
||||||||
Intangible assets including MSRs
|
7,654
|
|
|
7,415
|
|
|
7,543
|
|
|
7,569
|
|
|
7,629
|
|
|
7,711
|
|
|
7,572
|
|
|
7,502
|
|
||||||||
MSRs
|
1,291
|
|
|
1,065
|
|
|
1,192
|
|
|
1,215
|
|
|
1,273
|
|
|
1,352
|
|
|
1,223
|
|
|
1,152
|
|
||||||||
Preferred stock
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
|
1,225
|
|
||||||||
Total shareholders’ equity
|
24,044
|
|
|
24,410
|
|
|
24,018
|
|
|
23,797
|
|
|
23,583
|
|
|
23,384
|
|
|
23,239
|
|
|
23,172
|
|
||||||||
Average common shares - diluted
|
497,055
|
|
|
500,885
|
|
|
505,633
|
|
|
509,931
|
|
|
514,507
|
|
|
518,677
|
|
|
522,479
|
|
|
526,837
|
|
||||||||
Average common shares - basic
|
491,497
|
|
|
496,304
|
|
|
501,374
|
|
|
505,482
|
|
|
508,536
|
|
|
513,010
|
|
|
516,968
|
|
|
521,020
|
|
||||||||
Financial Ratios (Annualized):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
0.91
|
%
|
|
0.94
|
%
|
|
1.00
|
%
|
|
0.93
|
%
|
|
1.01
|
%
|
|
1.13
|
%
|
|
1.03
|
%
|
|
0.92
|
%
|
||||||||
ROE
2
|
7.85
|
|
|
7.89
|
|
|
8.43
|
|
|
7.71
|
|
|
8.32
|
|
|
9.34
|
|
|
8.54
|
|
|
7.63
|
|
||||||||
ROTCE
2, 4
|
10.76
|
|
|
10.73
|
|
|
11.54
|
|
|
10.60
|
|
|
11.49
|
|
|
12.95
|
|
|
11.88
|
|
|
10.64
|
|
||||||||
Net interest margin
|
2.93
|
|
|
2.88
|
|
|
2.91
|
|
|
2.96
|
|
|
2.90
|
|
|
2.86
|
|
|
2.78
|
|
|
2.75
|
|
||||||||
Net interest margin-FTE
1
|
3.00
|
|
|
2.96
|
|
|
2.99
|
|
|
3.04
|
|
|
2.98
|
|
|
2.94
|
|
|
2.86
|
|
|
2.83
|
|
||||||||
Efficiency ratio
5
|
64.74
|
|
|
64.13
|
|
|
61.53
|
|
|
63.89
|
|
|
64.05
|
|
|
62.51
|
|
|
65.07
|
|
|
65.41
|
|
||||||||
Efficiency ratio-FTE
1, 5
|
63.73
|
|
|
63.14
|
|
|
60.56
|
|
|
62.81
|
|
|
62.96
|
|
|
61.44
|
|
|
63.92
|
|
|
64.23
|
|
||||||||
Tangible efficiency
ratio-FTE
1, 5, 6
|
63.08
|
|
|
62.54
|
|
|
60.05
|
|
|
62.33
|
|
|
62.11
|
|
|
60.99
|
|
|
63.59
|
|
|
63.91
|
|
||||||||
Total average shareholders’ equity to total average assets
|
11.84
|
|
|
12.12
|
|
|
12.11
|
|
|
12.33
|
|
|
12.43
|
|
|
12.42
|
|
|
12.34
|
|
|
12.24
|
|
||||||||
Tangible common equity to tangible assets
7
|
8.15
|
|
|
8.57
|
|
|
8.85
|
|
|
8.85
|
|
|
8.67
|
|
|
8.98
|
|
|
8.65
|
|
|
8.61
|
|
||||||||
Common dividend payout ratio
|
28.5
|
|
|
28.2
|
|
|
25.3
|
|
|
28.2
|
|
|
26.2
|
|
|
23.8
|
|
|
26.6
|
|
|
25.5
|
|
Capital Ratios at period end
8
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CET1
|
9.59
|
%
|
|
9.78
|
%
|
|
9.84
|
%
|
|
9.90
|
%
|
|
9.96
|
%
|
|
10.04
|
%
|
|
9.93
|
%
|
|
9.89
|
%
|
||||||||
CET1 - fully phased-in
|
9.43
|
|
|
9.66
|
|
|
9.73
|
|
|
9.77
|
|
|
9.80
|
|
|
9.89
|
|
|
9.76
|
|
|
9.74
|
|
||||||||
Tier 1 capital
|
10.28
|
|
|
10.50
|
|
|
10.57
|
|
|
10.63
|
|
|
10.80
|
|
|
10.90
|
|
|
10.79
|
|
|
10.76
|
|
||||||||
Total capital
|
12.26
|
|
|
12.57
|
|
|
12.68
|
|
|
12.39
|
|
|
12.54
|
|
|
12.72
|
|
|
12.66
|
|
|
12.69
|
|
||||||||
Leverage
|
9.22
|
|
|
9.28
|
|
|
9.35
|
|
|
9.50
|
|
|
9.69
|
|
|
9.68
|
|
|
9.56
|
|
|
9.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures (continued)
|
|
||||||||||||||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions, except per share data)
|
2016
|
|
2015
|
||||||||||||||||||||||||||||
December 31
|
|
Septemb
er 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
Septemb
er 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Reconcilement of Non-U.S. GAAP Measures - Quarterly
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Net interest margin
|
2.93
|
%
|
|
2.88
|
%
|
|
2.91
|
%
|
|
2.96
|
%
|
|
2.90
|
%
|
|
2.86
|
%
|
|
2.78
|
%
|
|
2.75
|
%
|
||||||||
Impact of FTE adjustment
|
0.07
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
|
0.08
|
|
||||||||
Net interest margin-FTE
1
|
3.00
|
%
|
|
2.96
|
%
|
|
2.99
|
%
|
|
3.04
|
%
|
|
2.98
|
%
|
|
2.94
|
%
|
|
2.86
|
%
|
|
2.83
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Efficiency ratio
5
|
64.74
|
%
|
|
64.13
|
%
|
|
61.53
|
%
|
|
63.89
|
%
|
|
64.05
|
%
|
|
62.51
|
%
|
|
65.07
|
%
|
|
65.41
|
%
|
||||||||
Impact of FTE adjustment
|
(1.01
|
)
|
|
(0.99
|
)
|
|
(0.97
|
)
|
|
(1.08
|
)
|
|
(1.09
|
)
|
|
(1.07
|
)
|
|
(1.15
|
)
|
|
(1.18
|
)
|
||||||||
Efficiency ratio-FTE
1, 5
|
63.73
|
|
|
63.14
|
|
|
60.56
|
|
|
62.81
|
|
|
62.96
|
|
|
61.44
|
|
|
63.92
|
|
|
64.23
|
|
||||||||
Impact of excluding amortization
|
(0.65
|
)
|
|
(0.60
|
)
|
|
(0.51
|
)
|
|
(0.48
|
)
|
|
(0.85
|
)
|
|
(0.45
|
)
|
|
(0.33
|
)
|
|
(0.32
|
)
|
||||||||
Tangible efficiency ratio-FTE
1, 5, 6
|
63.08
|
%
|
|
62.54
|
%
|
|
60.05
|
%
|
|
62.33
|
%
|
|
62.11
|
%
|
|
60.99
|
%
|
|
63.59
|
%
|
|
63.91
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROE
2
|
7.85
|
%
|
|
7.89
|
%
|
|
8.43
|
%
|
|
7.71
|
%
|
|
8.32
|
%
|
|
9.34
|
%
|
|
8.54
|
%
|
|
7.63
|
%
|
||||||||
Impact of removing average intangible assets (net of deferred taxes), other than MSRs and other servicing rights, from average common shareholders' equity
|
2.91
|
|
|
2.84
|
|
|
3.11
|
|
|
2.89
|
|
|
3.17
|
|
|
3.61
|
|
|
3.34
|
|
|
3.01
|
|
||||||||
ROTCE
2, 4
|
10.76
|
%
|
|
10.73
|
%
|
|
11.54
|
%
|
|
10.60
|
%
|
|
11.49
|
%
|
|
12.95
|
%
|
|
11.88
|
%
|
|
10.64
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net interest income
|
|
$1,343
|
|
|
|
$1,308
|
|
|
|
$1,288
|
|
|
|
$1,282
|
|
|
|
$1,246
|
|
|
|
$1,211
|
|
|
|
$1,167
|
|
|
|
$1,140
|
|
FTE adjustment
|
34
|
|
|
34
|
|
|
35
|
|
|
36
|
|
|
35
|
|
|
36
|
|
|
36
|
|
|
35
|
|
||||||||
Net interest income-FTE
1
|
1,377
|
|
|
1,342
|
|
|
1,323
|
|
|
1,318
|
|
|
1,281
|
|
|
1,247
|
|
|
1,203
|
|
|
1,175
|
|
||||||||
Noninterest income
|
815
|
|
|
889
|
|
|
898
|
|
|
781
|
|
|
765
|
|
|
811
|
|
|
874
|
|
|
817
|
|
||||||||
Total revenue-FTE
1
|
|
$2,192
|
|
|
|
$2,231
|
|
|
|
$2,221
|
|
|
|
$2,099
|
|
|
|
$2,046
|
|
|
|
$2,058
|
|
|
|
$2,077
|
|
|
|
$1,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total shareholders’ equity
|
|
$23,618
|
|
|
|
$24,449
|
|
|
|
$24,464
|
|
|
|
$24,053
|
|
|
|
$23,437
|
|
|
|
$23,664
|
|
|
|
$23,223
|
|
|
|
$23,260
|
|
Goodwill, net of deferred taxes
9
|
(6,086
|
)
|
|
(6,089
|
)
|
|
(6,091
|
)
|
|
(6,094
|
)
|
|
(6,097
|
)
|
|
(6,100
|
)
|
|
(6,103
|
)
|
|
(6,106
|
)
|
||||||||
Other intangible assets (including MSRs and other servicing rights), net of deferred taxes
10
|
(1,656
|
)
|
|
(1,129
|
)
|
|
(1,073
|
)
|
|
(1,195
|
)
|
|
(1,322
|
)
|
|
(1,279
|
)
|
|
(1,412
|
)
|
|
(1,193
|
)
|
||||||||
MSRs and other servicing rights
|
1,638
|
|
|
1,124
|
|
|
1,067
|
|
|
1,189
|
|
|
1,316
|
|
|
1,272
|
|
|
1,406
|
|
|
1,181
|
|
||||||||
Tangible equity
7
|
17,514
|
|
|
18,355
|
|
|
18,367
|
|
|
17,953
|
|
|
17,334
|
|
|
17,557
|
|
|
17,114
|
|
|
17,142
|
|
||||||||
Noncontrolling interest
|
(103
|
)
|
|
(101
|
)
|
|
(103
|
)
|
|
(101
|
)
|
|
(108
|
)
|
|
(106
|
)
|
|
(108
|
)
|
|
(106
|
)
|
||||||||
Preferred stock
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
|
(1,225
|
)
|
||||||||
Tangible common equity
2, 7
|
|
$16,186
|
|
|
|
$17,029
|
|
|
|
$17,039
|
|
|
|
$16,627
|
|
|
|
$16,001
|
|
|
|
$16,226
|
|
|
|
$15,781
|
|
|
|
$15,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$204,875
|
|
|
|
$205,091
|
|
|
|
$198,892
|
|
|
|
$194,158
|
|
|
|
$190,817
|
|
|
|
$187,036
|
|
|
|
$188,858
|
|
|
|
$189,881
|
|
Goodwill
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
|
(6,337
|
)
|
||||||||
Other intangible assets, including MSRs and other servicing rights
|
(1,657
|
)
|
|
(1,131
|
)
|
|
(1,075
|
)
|
|
(1,198
|
)
|
|
(1,325
|
)
|
|
(1,282
|
)
|
|
(1,416
|
)
|
|
(1,193
|
)
|
||||||||
MSRs and other servicing rights
|
1,638
|
|
|
1,124
|
|
|
1,067
|
|
|
1,189
|
|
|
1,316
|
|
|
1,272
|
|
|
1,406
|
|
|
1,181
|
|
||||||||
Tangible assets
|
|
$198,519
|
|
|
|
$198,747
|
|
|
|
$192,547
|
|
|
|
$187,812
|
|
|
|
$184,471
|
|
|
|
$180,689
|
|
|
|
$182,511
|
|
|
|
$183,532
|
|
Tangible common equity to tangible assets
7
|
8.15
|
%
|
|
8.57
|
%
|
|
8.85
|
%
|
|
8.85
|
%
|
|
8.67
|
%
|
|
8.98
|
%
|
|
8.65
|
%
|
|
8.61
|
%
|
||||||||
Tangible book value per common
share
2, 3
|
|
$32.95
|
|
|
|
$34.34
|
|
|
|
$33.98
|
|
|
|
$32.90
|
|
|
|
$31.45
|
|
|
|
$31.56
|
|
|
|
$30.46
|
|
|
|
$30.29
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures (continued)
|
|
|
||||
|
|
|
|
|||
Reconciliation of fully phased-in CET1 Ratio
8
|
December 31, 2016
|
|
December 31, 2015
|
|||
CET1
|
9.59
|
%
|
|
9.96
|
%
|
|
Less:
|
|
|
|
|||
MSRs
|
(0.13
|
)
|
|
(0.12
|
)
|
|
Other
14
|
(0.03
|
)
|
|
(0.04
|
)
|
|
CET1 - fully phased-in
|
9.43
|
%
|
|
9.80
|
%
|
|
|
|
|
|
|||
|
|
|
|
|||
(Dollars in millions)
|
|
|
|
|||
Reconciliation of Pre-Provision Net Revenue ("PPNR")
15
|
Year Ended December 31, 2016
|
|
|
|||
Income before provision for income taxes
|
|
$2,692
|
|
|
|
|
Provision for credit losses
|
444
|
|
|
|
||
Less:
|
|
|
|
|||
Net securities gains
|
4
|
|
|
|
||
PPNR
|
|
$3,132
|
|
|
|
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)
|
2016
|
|
2015
|
|
2014
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$4,939
|
|
|
|
$4,506
|
|
|
|
$4,617
|
|
Interest and fees on loans held for sale
|
92
|
|
|
82
|
|
|
78
|
|
|||
Interest and dividends on securities available for sale
|
651
|
|
|
593
|
|
|
613
|
|
|||
Trading account interest and other
|
96
|
|
|
84
|
|
|
76
|
|
|||
Total interest income
|
5,778
|
|
|
5,265
|
|
|
5,384
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Interest on deposits
|
259
|
|
|
219
|
|
|
235
|
|
|||
Interest on long-term debt
|
260
|
|
|
252
|
|
|
270
|
|
|||
Interest on other borrowings
|
38
|
|
|
30
|
|
|
39
|
|
|||
Total interest expense
|
557
|
|
|
501
|
|
|
544
|
|
|||
Net interest income
|
5,221
|
|
|
4,764
|
|
|
4,840
|
|
|||
Provision for credit losses
|
444
|
|
|
165
|
|
|
342
|
|
|||
Net interest income after provision for credit losses
|
4,777
|
|
|
4,599
|
|
|
4,498
|
|
|||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
630
|
|
|
622
|
|
|
645
|
|
|||
Other charges and fees
|
380
|
|
|
377
|
|
|
368
|
|
|||
Card fees
|
327
|
|
|
329
|
|
|
320
|
|
|||
Investment banking income
|
494
|
|
|
461
|
|
|
404
|
|
|||
Trading income
|
211
|
|
|
181
|
|
|
182
|
|
|||
Mortgage production related income
|
366
|
|
|
270
|
|
|
201
|
|
|||
Mortgage servicing related income
|
189
|
|
|
169
|
|
|
196
|
|
|||
Trust and investment management income
|
304
|
|
|
334
|
|
|
423
|
|
|||
Retail investment services
|
281
|
|
|
300
|
|
|
297
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
105
|
|
|||
Net securities gains/(losses)
|
4
|
|
|
21
|
|
|
(15
|
)
|
|||
Other noninterest income
|
197
|
|
|
204
|
|
|
197
|
|
|||
Total noninterest income
|
3,383
|
|
|
3,268
|
|
|
3,323
|
|
|||
Noninterest Expense
|
|
|
|
|
|
||||||
Employee compensation
|
2,698
|
|
|
2,576
|
|
|
2,576
|
|
|||
Employee benefits
|
373
|
|
|
366
|
|
|
386
|
|
|||
Outside processing and software
|
834
|
|
|
815
|
|
|
741
|
|
|||
Net occupancy expense
|
349
|
|
|
341
|
|
|
340
|
|
|||
Regulatory assessments
|
173
|
|
|
139
|
|
|
142
|
|
|||
Marketing and customer development
|
172
|
|
|
151
|
|
|
134
|
|
|||
Equipment expense
|
170
|
|
|
164
|
|
|
169
|
|
|||
Operating losses
|
108
|
|
|
56
|
|
|
441
|
|
|||
Consulting and legal fees
|
93
|
|
|
73
|
|
|
71
|
|
|||
Credit and collection services
|
66
|
|
|
71
|
|
|
91
|
|
|||
Amortization
|
49
|
|
|
40
|
|
|
25
|
|
|||
Other noninterest expense
|
383
|
|
|
368
|
|
|
427
|
|
|||
Total noninterest expense
|
5,468
|
|
|
5,160
|
|
|
5,543
|
|
|||
Income before provision for income taxes
|
2,692
|
|
|
2,707
|
|
|
2,278
|
|
|||
Provision for income taxes
|
805
|
|
|
764
|
|
|
493
|
|
|||
Net income including income attributable to noncontrolling interest
|
1,887
|
|
|
1,943
|
|
|
1,785
|
|
|||
Net income attributable to noncontrolling interest
|
9
|
|
|
10
|
|
|
11
|
|
|||
Net income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Net income available to common shareholders
|
|
$1,811
|
|
|
|
$1,863
|
|
|
|
$1,722
|
|
|
|
|
|
|
|
||||||
Net income per average common share:
|
|
|
|
|
|
||||||
Diluted
|
|
$3.60
|
|
|
|
$3.58
|
|
|
|
$3.23
|
|
Basic
|
3.63
|
|
|
3.62
|
|
|
3.26
|
|
|||
Dividends declared per common share
|
1.00
|
|
|
0.92
|
|
|
0.70
|
|
|||
Average common shares - diluted
|
503,466
|
|
|
520,586
|
|
|
533,391
|
|
|||
Average common shares - basic
|
498,638
|
|
|
514,844
|
|
|
527,500
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Components of other comprehensive (loss)/income:
|
|
|
|
|
|
||||||
Change in net unrealized (losses)/gains on securities available for sale,
net of tax of ($117), ($93), and $218, respectively
|
(197
|
)
|
|
(163
|
)
|
|
375
|
|
|||
Change in net unrealized losses on derivative instruments,
net of tax of ($145), ($5), and ($106), respectively
|
(244
|
)
|
|
(10
|
)
|
|
(182
|
)
|
|||
Change in net unrealized losses on brokered time deposits,
net of tax of $0, $0, and $0, respectively
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Change in credit risk adjustment on long-term debt,
net of tax of ($1), $0, and $0, respectively
1
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Change related to employee benefit plans,
net of tax of $52, ($103), and ($15), respectively
|
88
|
|
|
(165
|
)
|
|
(26
|
)
|
|||
Total other comprehensive (loss)/income, net of tax
|
(356
|
)
|
|
(338
|
)
|
|
167
|
|
|||
Total comprehensive income
|
|
$1,522
|
|
|
|
$1,595
|
|
|
|
$1,941
|
|
|
December 31,
|
||||||
(Dollars in millions and shares in thousands, except per share data)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$5,091
|
|
|
|
$4,299
|
|
Federal funds sold and securities borrowed or purchased under agreements to resell
|
1,307
|
|
|
1,277
|
|
||
Interest-bearing deposits in other banks
|
25
|
|
|
23
|
|
||
Cash and cash equivalents
|
6,423
|
|
|
5,599
|
|
||
Trading assets and derivative instruments
1
|
6,067
|
|
|
6,119
|
|
||
Securities available for sale
|
30,672
|
|
|
27,825
|
|
||
Loans held for sale ($3,540 and $1,494 at fair value at December 31, 2016 and 2015, respectively)
|
4,169
|
|
|
1,838
|
|
||
Loans
2
($222 and $257 at fair value at December 31, 2016 and 2015, respectively)
|
143,298
|
|
|
136,442
|
|
||
Allowance for loan and lease losses
|
(1,709
|
)
|
|
(1,752
|
)
|
||
Net loans
|
141,589
|
|
|
134,690
|
|
||
Premises and equipment, net
|
1,556
|
|
|
1,502
|
|
||
Goodwill
|
6,337
|
|
|
6,337
|
|
||
Other intangible assets (MSRs at fair value: $1,572 and $1,307 at December 31, 2016 and 2015, respectively)
|
1,657
|
|
|
1,325
|
|
||
Other assets
|
6,405
|
|
|
5,582
|
|
||
Total assets
|
|
$204,875
|
|
|
|
$190,817
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$43,431
|
|
|
|
$42,272
|
|
Interest-bearing deposits (CDs at fair value: $78 and $0 at December 31, 2016 and 2015, respectively)
|
116,967
|
|
|
107,558
|
|
||
Total deposits
|
160,398
|
|
|
149,830
|
|
||
Funds purchased
|
2,116
|
|
|
1,949
|
|
||
Securities sold under agreements to repurchase
|
1,633
|
|
|
1,654
|
|
||
Other short-term borrowings
|
1,015
|
|
|
1,024
|
|
||
Long-term debt
3
($963 and $973 at fair value at December 31, 2016 and 2015, respectively)
|
11,748
|
|
|
8,462
|
|
||
Trading liabilities and derivative instruments
|
1,351
|
|
|
1,263
|
|
||
Other liabilities
|
2,996
|
|
|
3,198
|
|
||
Total liabilities
|
181,257
|
|
|
167,380
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock, no par value
|
1,225
|
|
|
1,225
|
|
||
Common stock, $1.00 par value
|
550
|
|
|
550
|
|
||
Additional paid-in capital
|
9,010
|
|
|
9,094
|
|
||
Retained earnings
|
16,000
|
|
|
14,686
|
|
||
Treasury stock, at cost, and other
4
|
(2,346
|
)
|
|
(1,658
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(821
|
)
|
|
(460
|
)
|
||
Total shareholders’ equity
|
23,618
|
|
|
23,437
|
|
||
Total liabilities and shareholders’ equity
|
|
$204,875
|
|
|
|
$190,817
|
|
|
|
|
|
||||
Common shares outstanding
5
|
491,188
|
|
|
508,712
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
12
|
|
|
12
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
58,738
|
|
|
41,209
|
|
||
|
|
|
|
||||
1
Includes trading securities pledged as collateral where counterparties have the right to sell or repledge the collateral
|
|
$1,437
|
|
|
|
$1,377
|
|
2
Includes loans of consolidated VIEs
|
211
|
|
|
246
|
|
||
3
Includes debt of consolidated VIEs
|
222
|
|
|
259
|
|
||
4
Includes noncontrolling interest
|
103
|
|
|
108
|
|
||
5
Includes restricted shares
|
11
|
|
|
1,334
|
|
(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
|
|
Total
|
|||||||||||||||
Balance, January 1, 2014
|
|
$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
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||||
Issuance of preferred stock, Series F
|
500
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496
|
|
|||||||
Repurchase of common 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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
|
1,933
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|
(338
|
)
|
|||||||
Common stock dividends, $0.92 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(475
|
)
|
|
—
|
|
|
—
|
|
|
(475
|
)
|
|||||||
Preferred stock dividends
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(679
|
)
|
|
—
|
|
|
(679
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
30
|
|
|
—
|
|
|
12
|
|
|||||||
Restricted stock activity
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
(3
|
)
|
|
4
|
|
|
—
|
|
|
24
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
|||||||
Issuance of stock for employee benefit plans and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Balance, December 31, 2015
|
|
$1,225
|
|
|
509
|
|
|
|
$550
|
|
|
|
$9,094
|
|
|
|
$14,686
|
|
|
|
($1,658
|
)
|
|
|
($460
|
)
|
|
|
$23,437
|
|
Cumulative effect of credit risk adjustment
3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
(356
|
)
|
|||||||
Change in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Common stock dividends, $1.00 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(498
|
)
|
|
—
|
|
|
—
|
|
|
(498
|
)
|
|||||||
Preferred stock dividends
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(806
|
)
|
|
—
|
|
|
(806
|
)
|
|||||||
Repurchase of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
Exercise of stock options and stock compensation expense
4
|
—
|
|
|
1
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
65
|
|
|
—
|
|
|
25
|
|
|||||||
Restricted stock activity
4
|
—
|
|
|
1
|
|
|
—
|
|
|
(20
|
)
|
|
(5
|
)
|
|
56
|
|
|
—
|
|
|
31
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||||
Balance, December 31, 2016
|
|
$1,225
|
|
|
491
|
|
|
|
$550
|
|
|
|
$9,010
|
|
|
|
$16,000
|
|
|
|
($2,346
|
)
|
|
|
($821
|
)
|
|
|
$23,618
|
|
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income including income attributable to noncontrolling interest
|
|
$1,887
|
|
|
|
$1,943
|
|
|
|
$1,785
|
|
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||
Depreciation, amortization, and accretion
|
725
|
|
|
786
|
|
|
693
|
|
|||
Origination of mortgage servicing rights
|
(312
|
)
|
|
(238
|
)
|
|
(178
|
)
|
|||
Provisions for credit losses and foreclosed property
|
449
|
|
|
176
|
|
|
364
|
|
|||
Deferred income tax expense
|
111
|
|
|
21
|
|
|
99
|
|
|||
Stock-based compensation
|
126
|
|
|
89
|
|
|
67
|
|
|||
Net securities (gains)/losses
|
(4
|
)
|
|
(21
|
)
|
|
15
|
|
|||
Net gain on sale of loans held for sale, loans, and other assets
|
(428
|
)
|
|
(323
|
)
|
|
(343
|
)
|
|||
Net (increase)/decrease in loans held for sale
|
(1,819
|
)
|
|
1,625
|
|
|
(1,567
|
)
|
|||
Net (increase)/decrease in trading assets
|
(342
|
)
|
|
67
|
|
|
(1,529
|
)
|
|||
Net increase in other assets
1
|
(800
|
)
|
|
(407
|
)
|
|
(45
|
)
|
|||
Net decrease in other liabilities
1
|
(274
|
)
|
|
(166
|
)
|
|
(416
|
)
|
|||
Net cash (used in)/provided by operating activities
|
(681
|
)
|
|
3,552
|
|
|
(1,160
|
)
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
5,108
|
|
|
5,680
|
|
|
4,707
|
|
|||
Proceeds from sales of securities available for sale
|
197
|
|
|
2,708
|
|
|
2,470
|
|
|||
Purchases of securities available for sale
|
(8,610
|
)
|
|
(9,882
|
)
|
|
(11,039
|
)
|
|||
Proceeds from sales of auction rate securities
|
—
|
|
|
—
|
|
|
59
|
|
|||
Net increase in loans, including purchases of loans
|
(9,032
|
)
|
|
(5,897
|
)
|
|
(9,843
|
)
|
|||
Proceeds from sales of loans
|
1,612
|
|
|
2,127
|
|
|
4,090
|
|
|||
Purchases of mortgage servicing rights
|
(171
|
)
|
|
(117
|
)
|
|
(130
|
)
|
|||
Capital expenditures
|
(283
|
)
|
|
(186
|
)
|
|
(147
|
)
|
|||
Payments related to acquisitions, including contingent consideration, net of cash acquired
|
(211
|
)
|
|
(30
|
)
|
|
(11
|
)
|
|||
Proceeds from sale of subsidiary
|
—
|
|
|
—
|
|
|
193
|
|
|||
Proceeds from the sale of other real estate owned and other assets
|
233
|
|
|
281
|
|
|
378
|
|
|||
Net cash used in investing activities
|
(11,157
|
)
|
|
(5,316
|
)
|
|
(9,273
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Net increase in total deposits
|
10,568
|
|
|
9,263
|
|
|
10,808
|
|
|||
Net increase/(decrease) in funds purchased, securities sold under agreements to repurchase, and other short-term borrowings
|
37
|
|
|
(4,559
|
)
|
|
447
|
|
|||
Proceeds from issuance of long-term debt
|
6,705
|
|
|
1,351
|
|
|
2,574
|
|
|||
Repayments of long-term debt
|
(3,231
|
)
|
|
(5,684
|
)
|
|
(53
|
)
|
|||
Proceeds from the issuance of preferred stock
|
—
|
|
|
—
|
|
|
496
|
|
|||
Repurchase of common stock
|
(806
|
)
|
|
(679
|
)
|
|
(458
|
)
|
|||
Repurchase of common stock warrants
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Common and preferred dividends paid
|
(564
|
)
|
|
(539
|
)
|
|
(409
|
)
|
|||
Taxes paid related to net share settlement of equity awards
1
|
(48
|
)
|
|
(36
|
)
|
|
(16
|
)
|
|||
Proceeds from exercise of stock options
1
|
25
|
|
|
17
|
|
|
10
|
|
|||
Net cash provided by/(used in) financing activities
|
12,662
|
|
|
(866
|
)
|
|
13,399
|
|
|||
Net increase/(decrease) in cash and cash equivalents
|
824
|
|
|
(2,630
|
)
|
|
2,966
|
|
|||
Cash and cash equivalents at beginning of period
|
5,599
|
|
|
8,229
|
|
|
5,263
|
|
|||
Cash and cash equivalents at end of period
|
|
$6,423
|
|
|
|
$5,599
|
|
|
|
$8,229
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$559
|
|
|
|
$523
|
|
|
|
$534
|
|
Income taxes paid
|
813
|
|
|
497
|
|
|
380
|
|
|||
Income taxes refunded
|
(2
|
)
|
|
(1
|
)
|
|
(219
|
)
|
|||
Loans transferred from loans held for sale to loans
|
30
|
|
|
741
|
|
|
44
|
|
|||
Loans transferred from loans to loans held for sale
|
360
|
|
|
1,790
|
|
|
3,280
|
|
|||
Loans transferred from loans and loans held for sale to other real estate owned
|
59
|
|
|
67
|
|
|
148
|
|
|||
Amortization of deferred gain on sale leaseback of premises
|
43
|
|
|
54
|
|
|
53
|
|
|||
Non-cash impact of the deconsolidation of CLO
|
—
|
|
|
—
|
|
|
282
|
|
|||
Non-cash impact of debt assumed by purchaser in lease sale
|
74
|
|
|
190
|
|
|
177
|
|
•
|
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 or liabilities valued based on observable market data for similar instruments traded 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 – 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
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting
|
The ASU amends ASC Topic 718,
Compensation-Stock Compensation
, which simplifies several aspects of the accounting for employee share-based payments transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption methods are specific to the component of the ASU, ranging from a retrospective and modified retrospective basis to a prospective basis.
|
January 1, 2017
Early adoption is permitted.
|
The Company early adopted the ASU on April 1, 2016 with an effective date of January 1, 2016, which resulted in a reclassification of $4 million from APIC to provision for income taxes, representing excess tax benefits previously recognized in APIC during the first quarter of 2016. For the second, third, and fourth quarters of 2016, the Company recognized excess tax benefits totaling $11 million in the provision for income taxes. The early adoption favorably impacted basic and diluted EPS by $0.03 and $0.02 per share, respectively, for the year ended December 31, 2016.
The effect of the retrospective change in presentation in the Consolidated Statements of Cash Flows related to excess tax benefits for the years ended December 31, 2015 and 2014 (comparative prior year periods) was a reclassification of $20 million and $6 million, respectively, of excess tax benefits from financing activities to operating activities and a reclassification of $36 million and $16 million, respectively, of taxes paid related to net share settlement of equity awards from operating activities to financing activities. The net impact on the Consolidated Statements of Cash Flows was immaterial.
The Company had no previously unrecognized excess tax benefits; therefore, there was no impact to the Consolidated Financial Statements as it related to the elimination of the requirement that excess tax benefits be realized before recognition.
The Company elected to retain its existing accounting policy election to estimate award forfeitures.
|
Standards Not Yet Adopted
|
|
|
|
ASU 2014-09, Revenue from Contracts with Customers
ASU 2015-14, Deferral of the Effective Date
ASU 2016-08, Principal versus Agent Considerations
ASU 2016-10, Identifying Performance Obligations and Licensing
ASU 2016-12, Narrow-Scope Improvements and Practical Expedients
ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
|
These ASUs supersede 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 ASUs 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. The ASUs may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts, with remaining performance obligations as of the effective date.
|
January 1, 2018
Early adoption is permitted beginning January 1, 2017.
|
The Company is evaluating the anticipated effects of these ASUs on the Consolidated Financial Statements and related disclosures. The Company has conducted a comprehensive scoping exercise to determine the revenue streams that are in the scope of these updates. Preliminary results indicate that certain noninterest income financial statement line items, including service charges on deposit accounts, card fees, other charges and fees, investment banking income, trust and investment management income, retail investment services, and other noninterest income, contain revenue streams that are in scope of these updates. Preliminary findings indicate that there may be some changes in the presentation of certain revenues and expenses based on the principal versus agent guidance within these updates; the materiality of these changes is still being assessed. The Company plans to adopt the standards beginning January 1, 2018 and expects to use the modified retrospective method of adoption.
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
ASU 2016-02, Leases
|
The ASU creates ASC Topic 842,
Leases
, and supersedes Topic 840,
Leases
. Topic 842 requires lessees to recognize right-of-use assets and associated liabilities that arise from leases, with the exception of short-term leases. The ASU does not make significant changes to lessor accounting; however, there were certain improvements made to align lessor accounting with the lessee accounting model and Topic 606,
Revenue from Contracts with Customers
. There are several new qualitative and quantitative disclosures required. Upon transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.
|
January 1, 2019
Early adoption is permitted.
|
The adoption of this ASU will result in an increase to the Consolidated Balance Sheets for right-of-use assets and associated lease liabilities for operating leases in which the Company is the lessee. The Company is evaluating the significance and other effects of adoption on the Consolidated Financial Statements and related disclosures.
|
ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting
|
The ASU amends ASC Topic 323,
Investments-Equity Method and Joint Ventures
, to eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investor obtains significant influence over the investee. In addition, if the investor previously held an AFS equity security, the ASU requires that the investor recognize through earnings the unrealized holding gain or loss in AOCI, as of the date it obtains significant influence. The ASU is to be applied on a prospective basis.
|
January 1, 2017
Early application is permitted.
|
This ASU will not impact the Consolidated Financial Statements and related disclosures until there is an applicable increase in investment or change in influence resulting in a transition to the equity method.
|
ASU 2016-13, Measurement of Credit Losses on Financial Instruments
|
The ASU amends ASC Topic 326,
Financial Instruments-Credit Losses
, to replace the incurred loss impairment methodology with a current expected credit loss methodology for financial instruments measured at amortized cost and other commitments to extend credit. For this purpose, expected credit losses reflect losses over the remaining contractual life of an asset, considering the effect of voluntary prepayments and considering available information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. The resulting allowance for credit losses reflects the portion of the amortized cost basis that the entity does not expect to collect. Additional quantitative and qualitative disclosures are required upon adoption.
The CECL model does not apply to AFS debt securities; however the ASU requires entities to record an allowance when recognizing credit losses for AFS securities, rather than recording a direct write-down of the carrying amount.
|
January 1, 2020
Early adoption is permitted beginning January 1, 2019.
|
The Company is evaluating the impact the ASU will have on the Company's Consolidated Financial Statements and related disclosures.
|
(Dollars in millions)
|
Date
|
|
Cash (Paid)/Received
|
|
Goodwill
|
|
Other Intangible Assets
|
|
Pre-tax Gain
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of Pillar
|
12/15/2016
|
|
|
($197
|
)
|
|
|
$—
|
|
|
|
$14
|
|
1
|
|
$—
|
|
2014
|
|
|
|
|
|
|
|
|
|
||||||||
Sale of RidgeWorth
|
5/30/2014
|
|
193
|
|
|
—
|
|
|
—
|
|
|
105
|
|
(Dollars in millions)
|
|
December 15, 2016
|
||
Consideration
|
|
|
$197
|
|
Pillar purchase price allocation to:
|
|
|
||
Cash and cash equivalents
|
|
|
$9
|
|
LHFI
|
|
38
|
|
|
LHFS
|
|
182
|
|
|
Commercial mortgage servicing rights
|
|
62
|
|
|
Other intangible assets
|
|
14
|
|
|
Other assets
|
|
8
|
|
|
Other short-term borrowings
|
|
(100
|
)
|
|
Other liabilities
|
|
(16
|
)
|
|
Identified net assets acquired at fair value
|
|
|
$197
|
|
|
|
|
||
Goodwill
|
|
|
$—
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Fed funds sold
|
|
$58
|
|
|
|
$38
|
|
Securities borrowed
|
270
|
|
|
277
|
|
||
Securities purchased under agreements to resell
|
979
|
|
|
962
|
|
||
Total Fed funds sold and securities borrowed or purchased under agreements to resell
|
|
$1,307
|
|
|
|
$1,277
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||
(Dollars in millions)
|
Overnight and Continuous
|
|
Up to 30 days
|
|
30-90 days
|
|
Total
|
|
Overnight and Continuous
|
|
Up to 30 days
|
|
Total
|
||||||||||||||
U.S. Treasury securities
|
|
$27
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$27
|
|
|
|
$112
|
|
|
|
$—
|
|
|
|
$112
|
|
Federal agency securities
|
288
|
|
|
24
|
|
|
—
|
|
|
312
|
|
|
319
|
|
|
—
|
|
|
319
|
|
|||||||
MBS - agency
|
793
|
|
|
51
|
|
|
—
|
|
|
844
|
|
|
837
|
|
|
23
|
|
|
860
|
|
|||||||
CP
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
|
—
|
|
|
49
|
|
|||||||
Corporate and other debt securities
|
311
|
|
|
50
|
|
|
40
|
|
|
401
|
|
|
242
|
|
|
72
|
|
|
314
|
|
|||||||
Total securities sold under agreements to repurchase
|
|
$1,468
|
|
|
|
$125
|
|
|
|
$40
|
|
|
|
$1,633
|
|
|
|
$1,559
|
|
|
|
$95
|
|
|
|
$1,654
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed or purchased under agreements to resell
|
|
$1,249
|
|
|
|
$—
|
|
|
|
$1,249
|
|
1
|
|
$1,241
|
|
|
|
$8
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase
|
1,633
|
|
|
—
|
|
|
1,633
|
|
|
1,633
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed or purchased under agreements to resell
|
|
$1,239
|
|
|
|
$—
|
|
|
|
$1,239
|
|
1
|
|
$1,229
|
|
|
|
$10
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase
|
1,654
|
|
|
—
|
|
|
1,654
|
|
|
1,654
|
|
|
—
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Trading Assets and Derivative Instruments:
|
|
|
|
||||
U.S. Treasury securities
|
|
$539
|
|
|
|
$538
|
|
Federal agency securities
|
480
|
|
|
588
|
|
||
U.S. states and political subdivisions
|
134
|
|
|
30
|
|
||
MBS - agency
|
567
|
|
|
553
|
|
||
CLO securities
|
1
|
|
|
2
|
|
||
Corporate and other debt securities
|
656
|
|
|
468
|
|
||
CP
|
140
|
|
|
67
|
|
||
Equity securities
|
49
|
|
|
66
|
|
||
Derivative instruments
1
|
984
|
|
|
1,152
|
|
||
Trading loans
2
|
2,517
|
|
|
2,655
|
|
||
Total trading assets and derivative instruments
|
|
$6,067
|
|
|
|
$6,119
|
|
|
|
|
|
||||
Trading Liabilities and Derivative Instruments:
|
|
|
|
||||
U.S. Treasury securities
|
|
$697
|
|
|
|
$503
|
|
MBS - agency
|
1
|
|
|
37
|
|
||
Corporate and other debt securities
|
255
|
|
|
259
|
|
||
Derivative instruments
1
|
398
|
|
|
464
|
|
||
Total trading liabilities and derivative instruments
|
|
$1,351
|
|
|
|
$1,263
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Pledged trading assets to secure repurchase agreements
1
|
|
$968
|
|
|
|
$986
|
|
Pledged trading assets to secure certain derivative agreements
|
471
|
|
|
393
|
|
||
Pledged trading assets to secure other arrangements
|
40
|
|
|
40
|
|
|
December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
U.S. Treasury securities
|
|
$5,486
|
|
|
|
$5
|
|
|
|
$86
|
|
|
|
$5,405
|
|
Federal agency securities
|
310
|
|
|
5
|
|
|
2
|
|
|
313
|
|
||||
U.S. states and political subdivisions
|
279
|
|
|
5
|
|
|
5
|
|
|
279
|
|
||||
MBS - agency
|
23,642
|
|
|
313
|
|
|
293
|
|
|
23,662
|
|
||||
MBS - non-agency residential
|
71
|
|
|
3
|
|
|
—
|
|
|
74
|
|
||||
MBS - non-agency commercial
|
257
|
|
|
—
|
|
|
5
|
|
|
252
|
|
||||
ABS
|
8
|
|
|
2
|
|
|
—
|
|
|
10
|
|
||||
Corporate and other debt securities
|
34
|
|
|
1
|
|
|
—
|
|
|
35
|
|
||||
Other equity securities
1
|
642
|
|
|
1
|
|
|
1
|
|
|
642
|
|
||||
Total securities AFS
|
|
$30,729
|
|
|
|
$335
|
|
|
|
$392
|
|
|
|
$30,672
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
U.S. Treasury securities
|
|
$3,460
|
|
|
|
$3
|
|
|
|
$14
|
|
|
|
$3,449
|
|
Federal agency securities
|
402
|
|
|
10
|
|
|
1
|
|
|
411
|
|
||||
U.S. states and political subdivisions
|
156
|
|
|
8
|
|
|
—
|
|
|
164
|
|
||||
MBS - agency
|
22,877
|
|
|
397
|
|
|
150
|
|
|
23,124
|
|
||||
MBS - non-agency residential
|
92
|
|
|
2
|
|
|
—
|
|
|
94
|
|
||||
ABS
|
11
|
|
|
2
|
|
|
1
|
|
|
12
|
|
||||
Corporate and other debt securities
|
37
|
|
|
1
|
|
|
—
|
|
|
38
|
|
||||
Other equity securities
1
|
533
|
|
|
1
|
|
|
1
|
|
|
533
|
|
||||
Total securities AFS
|
|
$27,568
|
|
|
|
$424
|
|
|
|
$167
|
|
|
|
$27,825
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Taxable interest
|
|
$630
|
|
|
|
$552
|
|
|
|
$565
|
|
Tax-exempt interest
|
6
|
|
|
6
|
|
|
10
|
|
|||
Dividends
|
15
|
|
|
35
|
|
|
38
|
|
|||
Total interest and dividends on securities AFS
|
|
$651
|
|
|
|
$593
|
|
|
|
$613
|
|
|
Distribution of Remaining Maturities
|
||||||||||||||||||
(Dollars in millions)
|
Due in 1 Year or Less
|
|
Due After 1 Year through 5 Years
|
|
Due After 5 Years through 10 Years
|
|
Due After 10 Years
|
|
Total
|
||||||||||
Amortized Cost:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$—
|
|
|
|
$2,344
|
|
|
|
$3,142
|
|
|
|
$—
|
|
|
|
$5,486
|
|
Federal agency securities
|
114
|
|
|
87
|
|
|
7
|
|
|
102
|
|
|
310
|
|
|||||
U.S. states and political subdivisions
|
10
|
|
|
21
|
|
|
83
|
|
|
165
|
|
|
279
|
|
|||||
MBS - agency
|
1,889
|
|
|
12,667
|
|
|
8,847
|
|
|
239
|
|
|
23,642
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
48
|
|
|
23
|
|
|
—
|
|
|
71
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
245
|
|
|
—
|
|
|
257
|
|
|||||
ABS
|
7
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|||||
Corporate and other debt securities
|
15
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
Total debt securities AFS
|
|
$2,035
|
|
|
|
$15,198
|
|
|
|
$12,348
|
|
|
|
$506
|
|
|
|
$30,087
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$—
|
|
|
|
$2,332
|
|
|
|
$3,073
|
|
|
|
$—
|
|
|
|
$5,405
|
|
Federal agency securities
|
114
|
|
|
91
|
|
|
7
|
|
|
101
|
|
|
313
|
|
|||||
U.S. states and political subdivisions
|
10
|
|
|
22
|
|
|
86
|
|
|
161
|
|
|
279
|
|
|||||
MBS - agency
|
1,989
|
|
|
12,788
|
|
|
8,645
|
|
|
240
|
|
|
23,662
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
50
|
|
|
24
|
|
|
—
|
|
|
74
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
240
|
|
|
—
|
|
|
252
|
|
|||||
ABS
|
8
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
10
|
|
|||||
Corporate and other debt securities
|
16
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||
Total debt securities AFS
|
|
$2,137
|
|
|
|
$15,314
|
|
|
|
$12,077
|
|
|
|
$502
|
|
|
|
$30,030
|
|
Weighted average yield
1
|
3.01
|
%
|
|
2.40
|
%
|
|
2.42
|
%
|
|
3.14
|
%
|
|
2.46
|
%
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value |
|
Unrealized
Losses 2 |
|
Fair
Value |
|
Unrealized
Losses 2 |
|
Fair
Value |
|
Unrealized
Losses 2 |
||||||||||||
Temporarily impaired securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
$4,380
|
|
|
|
$86
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$4,380
|
|
|
|
$86
|
|
Federal agency securities
|
96
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
99
|
|
|
2
|
|
||||||
U.S. states and political subdivisions
|
149
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
5
|
|
||||||
MBS - agency
|
14,622
|
|
|
285
|
|
|
451
|
|
|
8
|
|
|
15,073
|
|
|
293
|
|
||||||
MBS - non-agency commercial
|
184
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
5
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Corporate and other debt securities
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||||
Other equity securities
|
—
|
|
|
—
|
|
|
4
|
|
|
1
|
|
|
4
|
|
|
1
|
|
||||||
Total temporarily impaired securities AFS
|
19,443
|
|
|
383
|
|
|
463
|
|
|
9
|
|
|
19,906
|
|
|
392
|
|
||||||
OTTI securities AFS
1
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
MBS - non-agency residential
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total OTTI securities AFS
|
16
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||||
Total impaired securities AFS
|
|
$19,459
|
|
|
|
$383
|
|
|
|
$464
|
|
|
|
$9
|
|
|
|
$19,923
|
|
|
|
$392
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value
|
|
Unrealized
Losses
2
|
|
Fair
Value
|
|
Unrealized
Losses |
|
Fair
Value
|
|
Unrealized
Losses
2
|
||||||||||||
Temporarily impaired securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
$2,169
|
|
|
|
$14
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$2,169
|
|
|
|
$14
|
|
Federal agency securities
|
75
|
|
|
—
|
|
|
34
|
|
|
1
|
|
|
109
|
|
|
1
|
|
||||||
MBS - agency
|
11,434
|
|
|
114
|
|
|
958
|
|
|
36
|
|
|
12,392
|
|
|
150
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
7
|
|
|
1
|
|
|
7
|
|
|
1
|
|
||||||
Other equity securities
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||||
Total temporarily impaired securities AFS
|
13,681
|
|
|
129
|
|
|
999
|
|
|
38
|
|
|
14,680
|
|
|
167
|
|
||||||
OTTI securities AFS
1
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABS
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total OTTI securities AFS
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total impaired securities AFS
|
|
$13,682
|
|
|
|
$129
|
|
|
|
$999
|
|
|
|
$38
|
|
|
|
$14,681
|
|
|
|
$167
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Gross realized gains
|
|
$4
|
|
|
|
$25
|
|
|
|
$28
|
|
Gross realized losses
|
—
|
|
|
(3
|
)
|
|
(42
|
)
|
|||
OTTI credit losses recognized in earnings
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net securities gains/(losses)
|
|
$4
|
|
|
|
$21
|
|
|
|
($15
|
)
|
|
2016
2
|
|
2015
1
|
|
2014
1
|
Default rate
|
N/A
|
|
9%
|
|
2%
|
Prepayment rate
|
N/A
|
|
13%
|
|
16%
|
Loss severity
|
N/A
|
|
56%
|
|
46%
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$69,213
|
|
|
|
$67,062
|
|
CRE
|
4,996
|
|
|
6,236
|
|
||
Commercial construction
|
4,015
|
|
|
1,954
|
|
||
Total commercial loans
|
78,224
|
|
|
75,252
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
537
|
|
|
629
|
|
||
Residential mortgages - nonguaranteed
1
|
26,137
|
|
|
24,744
|
|
||
Residential home equity products
|
11,912
|
|
|
13,171
|
|
||
Residential construction
|
404
|
|
|
384
|
|
||
Total residential loans
|
38,990
|
|
|
38,928
|
|
||
Consumer loans:
|
|
|
|
||||
Guaranteed student
|
6,167
|
|
|
4,922
|
|
||
Other direct
|
7,771
|
|
|
6,127
|
|
||
Indirect
|
10,736
|
|
|
10,127
|
|
||
Credit cards
|
1,410
|
|
|
1,086
|
|
||
Total consumer loans
|
26,084
|
|
|
22,262
|
|
||
LHFI
|
|
$143,298
|
|
|
|
$136,442
|
|
LHFS
2
|
|
$4,169
|
|
|
|
$1,838
|
|
|
Commercial Loans
|
||||||||||||||||||||||
|
C&I
|
|
CRE
|
|
Commercial Construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$66,920
|
|
|
|
$65,379
|
|
|
|
$4,574
|
|
|
|
$6,067
|
|
|
|
$3,914
|
|
|
|
$1,931
|
|
Criticized accruing
|
1,903
|
|
|
1,375
|
|
|
415
|
|
|
158
|
|
|
84
|
|
|
23
|
|
||||||
Criticized nonaccruing
|
390
|
|
|
308
|
|
|
7
|
|
|
11
|
|
|
17
|
|
|
—
|
|
||||||
Total
|
|
$69,213
|
|
|
|
$67,062
|
|
|
|
$4,996
|
|
|
|
$6,236
|
|
|
|
$4,015
|
|
|
|
$1,954
|
|
|
Residential Loans
1
|
||||||||||||||||||||||
|
Residential Mortgages -
Nonguaranteed
|
|
Residential Home Equity Products
|
|
Residential Construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$22,194
|
|
|
|
$20,422
|
|
|
|
$9,826
|
|
|
|
$10,772
|
|
|
|
$292
|
|
|
|
$313
|
|
620 - 699
|
3,042
|
|
|
3,262
|
|
|
1,540
|
|
|
1,741
|
|
|
96
|
|
|
58
|
|
||||||
Below 620
2
|
901
|
|
|
1,060
|
|
|
546
|
|
|
658
|
|
|
16
|
|
|
13
|
|
||||||
Total
|
|
$26,137
|
|
|
|
$24,744
|
|
|
|
$11,912
|
|
|
|
$13,171
|
|
|
|
$404
|
|
|
|
$384
|
|
|
Consumer Loans
3
|
||||||||||||||||||||||
|
Other Direct
|
|
Indirect
|
|
Credit Cards
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$7,008
|
|
|
|
$5,501
|
|
|
|
$7,642
|
|
|
|
$7,015
|
|
|
|
$974
|
|
|
|
$759
|
|
620 - 699
|
703
|
|
|
576
|
|
|
2,381
|
|
|
2,481
|
|
|
351
|
|
|
265
|
|
||||||
Below 620
2
|
60
|
|
|
50
|
|
|
713
|
|
|
631
|
|
|
85
|
|
|
62
|
|
||||||
Total
|
|
$7,771
|
|
|
|
$6,127
|
|
|
|
$10,736
|
|
|
|
$10,127
|
|
|
|
$1,410
|
|
|
|
$1,086
|
|
|
December 31, 2016
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$68,776
|
|
|
|
$35
|
|
|
|
$12
|
|
|
|
$390
|
|
|
|
$69,213
|
|
CRE
|
4,988
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|
4,996
|
|
|||||
Commercial construction
|
3,998
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
4,015
|
|
|||||
Total commercial loans
|
77,762
|
|
|
36
|
|
|
12
|
|
|
414
|
|
|
78,224
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
155
|
|
|
55
|
|
|
327
|
|
|
—
|
|
|
537
|
|
|||||
Residential mortgages - nonguaranteed
1
|
25,869
|
|
|
84
|
|
|
7
|
|
|
177
|
|
|
26,137
|
|
|||||
Residential home equity products
|
11,596
|
|
|
81
|
|
|
—
|
|
|
235
|
|
|
11,912
|
|
|||||
Residential construction
|
389
|
|
|
3
|
|
|
—
|
|
|
12
|
|
|
404
|
|
|||||
Total residential loans
|
38,009
|
|
|
223
|
|
|
334
|
|
|
424
|
|
|
38,990
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student
|
4,637
|
|
|
603
|
|
|
927
|
|
|
—
|
|
|
6,167
|
|
|||||
Other direct
|
7,726
|
|
|
35
|
|
|
4
|
|
|
6
|
|
|
7,771
|
|
|||||
Indirect
|
10,608
|
|
|
126
|
|
|
1
|
|
|
1
|
|
|
10,736
|
|
|||||
Credit cards
|
1,388
|
|
|
12
|
|
|
10
|
|
|
—
|
|
|
1,410
|
|
|||||
Total consumer loans
|
24,359
|
|
|
776
|
|
|
942
|
|
|
7
|
|
|
26,084
|
|
|||||
Total LHFI
|
|
$140,130
|
|
|
|
$1,035
|
|
|
|
$1,288
|
|
|
|
$845
|
|
|
|
$143,298
|
|
|
December 31, 2015
|
||||||||||||||||||
(Dollars in millions)
|
Accruing
Current
|
|
Accruing
30-89 Days
Past Due
|
|
Accruing
90+ Days
Past Due
|
|
Nonaccruing
2
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$66,670
|
|
|
|
$61
|
|
|
|
$23
|
|
|
|
$308
|
|
|
|
$67,062
|
|
CRE
|
6,222
|
|
|
3
|
|
|
—
|
|
|
11
|
|
|
6,236
|
|
|||||
Commercial construction
|
1,952
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1,954
|
|
|||||
Total commercial loans
|
74,844
|
|
|
64
|
|
|
25
|
|
|
319
|
|
|
75,252
|
|
|||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
192
|
|
|
59
|
|
|
378
|
|
|
—
|
|
|
629
|
|
|||||
Residential mortgages - nonguaranteed
1
|
24,449
|
|
|
105
|
|
|
7
|
|
|
183
|
|
|
24,744
|
|
|||||
Residential home equity products
|
12,939
|
|
|
87
|
|
|
—
|
|
|
145
|
|
|
13,171
|
|
|||||
Residential construction
|
365
|
|
|
3
|
|
|
—
|
|
|
16
|
|
|
384
|
|
|||||
Total residential loans
|
37,945
|
|
|
254
|
|
|
385
|
|
|
344
|
|
|
38,928
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Guaranteed student
|
3,861
|
|
|
500
|
|
|
561
|
|
|
—
|
|
|
4,922
|
|
|||||
Other direct
|
6,094
|
|
|
24
|
|
|
3
|
|
|
6
|
|
|
6,127
|
|
|||||
Indirect
|
10,022
|
|
|
102
|
|
|
—
|
|
|
3
|
|
|
10,127
|
|
|||||
Credit cards
|
1,070
|
|
|
9
|
|
|
7
|
|
|
—
|
|
|
1,086
|
|
|||||
Total consumer loans
|
21,047
|
|
|
635
|
|
|
571
|
|
|
9
|
|
|
22,262
|
|
|||||
Total LHFI
|
|
$133,836
|
|
|
|
$953
|
|
|
|
$981
|
|
|
|
$672
|
|
|
|
$136,442
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(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
|
|
$266
|
|
|
|
$214
|
|
|
|
$—
|
|
|
|
$55
|
|
|
|
$42
|
|
|
|
$—
|
|
CRE
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
9
|
|
|
—
|
|
||||||
Total commercial loans
|
266
|
|
|
214
|
|
|
—
|
|
|
66
|
|
|
51
|
|
|
—
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
466
|
|
|
360
|
|
|
—
|
|
|
500
|
|
|
380
|
|
|
—
|
|
||||||
Residential construction
|
16
|
|
|
8
|
|
|
—
|
|
|
29
|
|
|
8
|
|
|
—
|
|
||||||
Total residential loans
|
482
|
|
|
368
|
|
|
—
|
|
|
529
|
|
|
388
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
225
|
|
|
151
|
|
|
31
|
|
|
173
|
|
|
167
|
|
|
28
|
|
||||||
CRE
|
26
|
|
|
17
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial loans
|
251
|
|
|
168
|
|
|
33
|
|
|
173
|
|
|
167
|
|
|
28
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
1,277
|
|
|
1,248
|
|
|
150
|
|
|
1,381
|
|
|
1,344
|
|
|
178
|
|
||||||
Residential home equity products
|
863
|
|
|
795
|
|
|
54
|
|
|
740
|
|
|
670
|
|
|
60
|
|
||||||
Residential construction
|
109
|
|
|
107
|
|
|
11
|
|
|
127
|
|
|
125
|
|
|
14
|
|
||||||
Total residential loans
|
2,249
|
|
|
2,150
|
|
|
215
|
|
|
2,248
|
|
|
2,139
|
|
|
252
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
59
|
|
2
|
59
|
|
2
|
1
|
|
|
11
|
|
|
11
|
|
|
1
|
|
||||||
Indirect
|
103
|
|
|
103
|
|
|
5
|
|
|
114
|
|
|
114
|
|
|
5
|
|
||||||
Credit cards
|
24
|
|
|
6
|
|
|
1
|
|
|
24
|
|
|
6
|
|
|
1
|
|
||||||
Total consumer loans
|
186
|
|
|
168
|
|
|
7
|
|
|
149
|
|
|
131
|
|
|
7
|
|
||||||
Total impaired loans
|
|
$3,434
|
|
|
|
$3,068
|
|
|
|
$255
|
|
|
|
$3,165
|
|
|
|
$2,876
|
|
|
|
$287
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
(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
|
|
$169
|
|
|
|
$3
|
|
|
|
$58
|
|
|
|
$2
|
|
|
|
$84
|
|
|
|
$1
|
|
CRE
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
11
|
|
|
1
|
|
||||||
Total commercial loans
|
169
|
|
|
3
|
|
|
68
|
|
|
2
|
|
|
95
|
|
|
2
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
370
|
|
|
16
|
|
|
390
|
|
|
17
|
|
|
437
|
|
|
17
|
|
||||||
Residential construction
|
8
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||||
Total residential loans
|
378
|
|
|
16
|
|
|
401
|
|
|
17
|
|
|
449
|
|
|
17
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired loans with an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
170
|
|
|
1
|
|
|
147
|
|
|
5
|
|
|
16
|
|
|
1
|
|
||||||
CRE
|
25
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Total commercial loans
|
195
|
|
|
2
|
|
|
147
|
|
|
5
|
|
|
21
|
|
|
1
|
|
||||||
Residential loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
1,251
|
|
|
64
|
|
|
1,349
|
|
|
65
|
|
|
1,357
|
|
|
78
|
|
||||||
Residential home equity products
|
812
|
|
|
29
|
|
|
682
|
|
|
28
|
|
|
644
|
|
|
27
|
|
||||||
Residential construction
|
110
|
|
|
6
|
|
|
125
|
|
|
8
|
|
|
144
|
|
|
8
|
|
||||||
Total residential loans
|
2,173
|
|
|
99
|
|
|
2,156
|
|
|
101
|
|
|
2,145
|
|
|
113
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other direct
|
10
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
14
|
|
|
—
|
|
||||||
Indirect
|
114
|
|
|
6
|
|
|
125
|
|
|
6
|
|
|
113
|
|
|
5
|
|
||||||
Credit cards
|
6
|
|
|
1
|
|
|
7
|
|
|
1
|
|
|
10
|
|
|
1
|
|
||||||
Total consumer loans
|
130
|
|
|
8
|
|
|
144
|
|
|
7
|
|
|
137
|
|
|
6
|
|
||||||
Total impaired loans
|
|
$3,045
|
|
|
|
$128
|
|
|
|
$2,916
|
|
|
|
$132
|
|
|
|
$2,847
|
|
|
|
$139
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Nonaccrual/NPLs:
|
|
|
|
||||
Commercial loans:
|
|
|
|
||||
C&I
|
|
$390
|
|
|
|
$308
|
|
CRE
|
7
|
|
|
11
|
|
||
Commercial construction
|
17
|
|
|
—
|
|
||
Residential loans:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
177
|
|
|
183
|
|
||
Residential home equity products
|
235
|
|
|
145
|
|
||
Residential construction
|
12
|
|
|
16
|
|
||
Consumer loans:
|
|
|
|
||||
Other direct
|
6
|
|
|
6
|
|
||
Indirect
|
1
|
|
|
3
|
|
||
Total nonaccrual/NPLs
1
|
845
|
|
|
672
|
|
||
OREO
2
|
60
|
|
|
56
|
|
||
Other repossessed assets
|
14
|
|
|
7
|
|
||
Total NPAs
|
|
$919
|
|
|
|
$735
|
|
|
Year Ended December 31, 2016
|
|||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
|||
Commercial loans:
|
|
|
|
|||
C&I
|
22
|
|
|
|
$15
|
|
Residential loans:
|
|
|
|
|||
Residential mortgages
|
55
|
|
|
11
|
|
|
Residential home equity products
|
137
|
|
|
10
|
|
|
Consumer loans:
|
|
|
|
|||
Other direct
|
20
|
|
|
—
|
|
|
Indirect
|
117
|
|
|
1
|
|
|
Credit cards
|
97
|
|
|
—
|
|
|
Total TDRs
|
448
|
|
|
|
$37
|
|
|
Year Ended December 31, 2015
|
||||
(Dollars in millions)
|
Number of Loans
|
|
Amortized Cost
|
||
Commercial loans:
|
|
|
|
||
C&I
|
34
|
|
|
$1
|
|
Residential loans:
|
|
|
|
||
Residential mortgages
|
120
|
|
16
|
|
|
Residential home equity products
|
138
|
|
6
|
|
|
Consumer loans:
|
|
|
|
||
Other direct
|
5
|
|
—
|
|
|
Indirect
|
171
|
|
2
|
|
|
Credit cards
|
84
|
|
—
|
|
|
Total TDRs
|
552
|
|
|
$25
|
|
|
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
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Interest only mortgages with MI or with combined original LTV ≤ 80%
1
|
|
$845
|
|
|
|
$1,563
|
|
Interest only mortgages with no MI and with combined original LTV > 80%
1
|
279
|
|
|
547
|
|
||
Total interest only mortgages
1
|
1,124
|
|
|
2,110
|
|
||
Amortizing mortgages with combined original LTV > 80% and/or second liens
2
|
9,198
|
|
|
8,366
|
|
||
Total mortgages with potential concentration of credit risk
|
|
$10,322
|
|
|
|
$10,476
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
$2,094
|
|
Provision for loan losses
|
440
|
|
|
156
|
|
|
338
|
|
|||
Provision for unfunded commitments
|
4
|
|
|
9
|
|
|
4
|
|
|||
Loan charge-offs
|
(591
|
)
|
|
(470
|
)
|
|
(607
|
)
|
|||
Loan recoveries
|
108
|
|
|
129
|
|
|
162
|
|
|||
Balance, end of period
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
|
|
|
|
||||||
Components:
|
|
|
|
|
|
||||||
ALLL
|
|
$1,709
|
|
|
|
$1,752
|
|
|
|
$1,937
|
|
Unfunded commitments reserve
1
|
67
|
|
|
63
|
|
|
54
|
|
|||
Allowance for credit losses
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$1,047
|
|
|
|
$534
|
|
|
|
$171
|
|
|
|
$1,752
|
|
Provision/(benefit) for loan losses
|
329
|
|
|
(59
|
)
|
|
170
|
|
|
440
|
|
||||
Loan charge-offs
|
(287
|
)
|
|
(136
|
)
|
|
(168
|
)
|
|
(591
|
)
|
||||
Loan recoveries
|
35
|
|
|
30
|
|
|
43
|
|
|
108
|
|
||||
Balance, end of period
|
|
$1,124
|
|
|
|
$369
|
|
|
|
$216
|
|
|
|
$1,709
|
|
|
|
|
|
|
|
|
|
||||||||
|
Year Ended December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||
Balance, beginning of period
|
|
$986
|
|
|
|
$777
|
|
|
|
$174
|
|
|
|
$1,937
|
|
Provision/(benefit) for loan losses
|
133
|
|
|
(67
|
)
|
|
90
|
|
|
156
|
|
||||
Loan charge-offs
|
(117
|
)
|
|
(218
|
)
|
|
(135
|
)
|
|
(470
|
)
|
||||
Loan recoveries
|
45
|
|
|
42
|
|
|
42
|
|
|
129
|
|
||||
Balance, end of period
|
|
$1,047
|
|
|
|
$534
|
|
|
|
$171
|
|
|
|
$1,752
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||||
(Dollars in millions)
|
Carrying
Value
|
|
ALLL
|
|
Carrying
Value
|
|
ALLL
|
|
Carrying
Value
|
|
ALLL
|
|
Carrying
Value
|
|
ALLL
|
||||||||||||||||
Individually evaluated
|
|
$382
|
|
|
|
$33
|
|
|
|
$2,518
|
|
|
|
$215
|
|
|
|
$168
|
|
|
|
$7
|
|
|
|
$3,068
|
|
|
|
$255
|
|
Collectively evaluated
|
77,842
|
|
|
1,091
|
|
|
36,250
|
|
|
154
|
|
|
25,916
|
|
|
209
|
|
|
140,008
|
|
|
1,454
|
|
||||||||
Total evaluated
|
78,224
|
|
|
1,124
|
|
|
38,768
|
|
|
369
|
|
|
26,084
|
|
|
216
|
|
|
143,076
|
|
|
1,709
|
|
||||||||
LHFI at fair value
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$78,224
|
|
|
|
$1,124
|
|
|
|
$38,990
|
|
|
|
$369
|
|
|
|
$26,084
|
|
|
|
$216
|
|
|
|
$143,298
|
|
|
|
$1,709
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Total
|
||||||||||||||||||||||||
(Dollars in millions)
|
Carrying
Value |
|
ALLL
|
|
Carrying
Value |
|
ALLL
|
|
Carrying
Value |
|
ALLL
|
|
Carrying
Value |
|
ALLL
|
||||||||||||||||
Individually evaluated
|
|
$218
|
|
|
|
$28
|
|
|
|
$2,527
|
|
|
|
$252
|
|
|
|
$131
|
|
|
|
$7
|
|
|
|
$2,876
|
|
|
|
$287
|
|
Collectively evaluated
|
75,034
|
|
|
1,019
|
|
|
36,144
|
|
|
282
|
|
|
22,131
|
|
|
164
|
|
|
133,309
|
|
|
1,465
|
|
||||||||
Total evaluated
|
75,252
|
|
|
1,047
|
|
|
38,671
|
|
|
534
|
|
|
22,262
|
|
|
171
|
|
|
136,185
|
|
|
1,752
|
|
||||||||
LHFI at fair value
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
||||||||
Total LHFI
|
|
$75,252
|
|
|
|
$1,047
|
|
|
|
$38,928
|
|
|
|
$534
|
|
|
|
$22,262
|
|
|
|
$171
|
|
|
|
$136,442
|
|
|
|
$1,752
|
|
(Dollars in millions)
|
Useful Life
(in years)
|
|
2016
|
|
2015
|
||||
Land
|
Indefinite
|
|
|
$320
|
|
|
|
$330
|
|
Buildings and improvements
|
1 - 40
|
|
1,028
|
|
|
1,073
|
|
||
Leasehold improvements
|
1 - 30
|
|
645
|
|
|
636
|
|
||
Furniture and equipment
|
1 - 20
|
|
1,492
|
|
|
1,463
|
|
||
Construction in progress
|
|
|
357
|
|
|
249
|
|
||
Total premises and equipment
|
|
|
3,842
|
|
|
3,751
|
|
||
Less: Accumulated depreciation and amortization
|
2,286
|
|
|
2,249
|
|
||||
Premises and equipment, net
|
|
|
$1,556
|
|
|
|
$1,502
|
|
(Dollars in millions)
|
Operating Leases
|
||
2017
|
|
$205
|
|
2018
|
193
|
|
|
2019
|
179
|
|
|
2020
|
159
|
|
|
2021
|
148
|
|
|
Thereafter
|
727
|
|
|
Total minimum lease payments
|
|
$1,611
|
|
(Dollars in millions)
|
Consumer Banking and Private Wealth Management
|
|
Wholesale Banking
|
|
Total
|
||||||
Balance, January 1, 2016
|
|
$4,262
|
|
|
|
$2,075
|
|
|
|
$6,337
|
|
Acquisition of Pillar
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, December 31, 2016
|
|
$4,262
|
|
|
|
$2,075
|
|
|
|
$6,337
|
|
(Dollars in millions)
|
MSRs -
Fair Value |
|
Other
|
|
Total
|
||||||
Balance, January 1, 2016
|
|
$1,307
|
|
|
|
$18
|
|
|
|
$1,325
|
|
Amortization
1
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||
Servicing rights originated
|
312
|
|
|
—
|
|
|
312
|
|
|||
Servicing rights purchased
|
200
|
|
|
—
|
|
|
200
|
|
|||
Servicing rights acquired in Pillar acquisition
|
—
|
|
|
62
|
|
|
62
|
|
|||
Other intangible assets acquired in Pillar acquisition
2
|
—
|
|
|
14
|
|
|
14
|
|
|||
Changes in fair value:
|
|
|
|
|
|
||||||
Due to changes in inputs and assumptions
3
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Other changes in fair value
4
|
(232
|
)
|
|
—
|
|
|
(232
|
)
|
|||
Servicing rights sold
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Balance, December 31, 2016
|
|
$1,572
|
|
|
|
$85
|
|
|
|
$1,657
|
|
|
|
|
|
|
|
||||||
Balance, January 1, 2015
|
|
$1,206
|
|
|
|
$13
|
|
|
|
$1,219
|
|
Amortization
1
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|||
Servicing rights originated
|
238
|
|
|
13
|
|
|
251
|
|
|||
Servicing rights purchased
|
109
|
|
|
—
|
|
|
109
|
|
|||
Changes in fair value:
|
|
|
|
|
|
|
|||||
Due to changes in inputs and assumptions
3
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Other changes in fair value
4
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||
Servicing rights sold
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
Balance, December 31, 2015
|
|
$1,307
|
|
|
|
$18
|
|
|
|
$1,325
|
|
(Dollars in millions)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Fair value of MSRs
|
|
$1,572
|
|
|
|
$1,307
|
|
Prepayment rate assumption (annual)
|
9
|
%
|
|
10
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$50
|
|
|
|
$49
|
|
Decline in fair value from 20% adverse change
|
97
|
|
|
94
|
|
||
Option adjusted spread (annual)
|
8
|
%
|
|
8
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$63
|
|
|
|
$64
|
|
Decline in fair value from 20% adverse change
|
122
|
|
|
123
|
|
||
Weighted-average life (in years)
|
7.0
|
|
|
6.6
|
|
||
Weighted-average coupon
|
4.0
|
%
|
|
4.1
|
%
|
|
Portfolio Balance
|
|
Past Due and Nonaccrual
|
|
Net Charge-offs
|
|
||||||||||||||||||
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Year Ended December 31
|
|
||||||||||||||
(Dollars in millions)
|
|
2016
|
|
2015
|
|
|||||||||||||||||||
LHFI portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$78,224
|
|
|
|
$75,252
|
|
|
|
$426
|
|
|
|
$344
|
|
|
|
$252
|
|
|
|
$72
|
|
|
Residential
|
38,990
|
|
|
38,928
|
|
|
758
|
|
|
729
|
|
|
106
|
|
|
176
|
|
|
||||||
Consumer
|
26,084
|
|
|
22,262
|
|
|
949
|
|
|
580
|
|
|
125
|
|
|
93
|
|
|
||||||
Total LHFI portfolio
|
143,298
|
|
|
136,442
|
|
|
2,133
|
|
|
1,653
|
|
|
483
|
|
|
341
|
|
|
||||||
Managed securitized loans
1
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
2
|
4,761
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Residential
|
126,641
|
|
|
116,990
|
|
|
114
|
|
|
126
|
|
|
8
|
|
3
|
12
|
|
3
|
||||||
Consumer
|
512
|
|
|
807
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
2
|
|
|
||||||
Total managed securitized loans
|
131,914
|
|
|
117,797
|
|
|
115
|
|
|
127
|
|
|
11
|
|
|
14
|
|
|
||||||
Managed unsecuritized loans
4
|
2,985
|
|
|
3,973
|
|
|
438
|
|
|
597
|
|
|
—
|
|
|
—
|
|
|
||||||
Total managed loans
|
|
$278,197
|
|
|
|
$258,212
|
|
|
|
$2,686
|
|
|
|
$2,377
|
|
|
|
$494
|
|
|
|
$355
|
|
|
|
2016
|
|
2015
|
||||||||||
(Dollars in millions)
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
Master notes
|
|
$483
|
|
|
0.25
|
%
|
|
|
$582
|
|
|
0.20
|
%
|
Dealer collateral
|
451
|
|
|
0.55
|
|
|
442
|
|
|
0.20
|
|
||
Other
|
81
|
|
|
2.28
|
|
|
—
|
|
|
—
|
|
||
Total other short-term borrowings
|
|
$1,015
|
|
|
|
|
|
$1,024
|
|
|
|
|
2016
|
|
2015
|
||||||||
(Dollars in millions)
|
Maturity Date(s)
|
|
Interest Rate(s)
|
|
Balance
|
|
Balance
|
||||
Parent Company Only:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
|
2017 - 2028
|
|
2.35% - 6.00%
|
|
|
$3,818
|
|
|
|
$3,614
|
|
Senior, variable rate
|
2017 - 2026
|
|
0.25 - 2.50
|
|
314
|
|
|
331
|
|
||
Subordinated, fixed rate
|
2026
|
|
6.00
|
|
200
|
|
|
200
|
|
||
Junior subordinated, variable rate
|
2027 - 2028
|
|
1.58 - 1.83
|
|
627
|
|
|
627
|
|
||
Total
|
|
|
|
|
4,959
|
|
|
4,772
|
|
||
Less: Debt issuance costs
1
|
|
|
|
|
9
|
|
|
|
|
||
Total Parent Company debt
|
|
|
|
|
4,950
|
|
|
4,772
|
|
||
Subsidiaries
2
:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
3
|
2017 - 2053
|
|
0.80 - 9.27
|
|
2,539
|
|
|
1,620
|
|
||
Senior, variable rate
|
2017 - 2043
|
|
0.61 - 2.27
|
|
2,613
|
|
|
1,097
|
|
||
Subordinated, fixed rate
4
|
2017 - 2026
|
|
3.30 - 7.25
|
|
1,651
|
|
|
973
|
|
||
Total
|
|
|
|
|
6,803
|
|
|
3,690
|
|
||
Less: Debt issuance costs
1
|
|
|
|
|
5
|
|
|
|
|
||
Total subsidiaries debt
|
|
|
|
|
6,798
|
|
|
3,690
|
|
||
|
|
|
|
|
|
|
|
||||
Total long-term debt
|
|
|
|
|
|
$11,748
|
|
|
|
$8,462
|
|
(Dollars in millions)
|
Parent Company
|
|
Subsidiaries
|
||||
2017
|
|
$482
|
|
|
|
$1,305
|
|
2018
|
874
|
|
|
1,237
|
|
||
2019
|
792
|
|
|
27
|
|
||
2020
|
—
|
|
|
1,721
|
|
||
2021
|
969
|
|
|
505
|
|
||
Thereafter
|
1,842
|
|
|
2,008
|
|
||
Total maturities
|
4,959
|
|
|
6,803
|
|
||
Less: Debt issuance costs
|
9
|
|
|
5
|
|
||
Total long-term debt
|
|
$4,950
|
|
|
|
$6,798
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
(Dollars in millions)
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Unfunded lending commitments
|
|
$26,057
|
|
|
|
$8,786
|
|
|
|
$13,727
|
|
|
|
$16,439
|
|
|
|
$14,568
|
|
|
|
$11,994
|
|
|
|
$91,571
|
|
Purchase obligations
1
|
497
|
|
|
22
|
|
|
20
|
|
|
14
|
|
|
12
|
|
|
219
|
|
|
784
|
|
|||||||
Consumer and other time deposits
2, 3
|
3,893
|
|
|
1,794
|
|
|
1,082
|
|
|
983
|
|
|
603
|
|
|
1,112
|
|
|
9,467
|
|
|||||||
Brokered time deposits
3
|
161
|
|
|
102
|
|
|
175
|
|
|
232
|
|
|
131
|
|
|
123
|
|
|
924
|
|
|||||||
Foreign time deposits
3
|
610
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|||||||
Commitments to fund partnership investments
4
|
563
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
563
|
|
|
Year Ended December 31
|
||||||||||
(Dollars and shares in millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Preferred dividends
|
(66
|
)
|
|
(64
|
)
|
|
(42
|
)
|
|||
Dividends and undistributed earnings allocated to unvested shares
|
(1
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|||
Net income available to common shareholders
|
|
$1,811
|
|
|
|
$1,863
|
|
|
|
$1,722
|
|
|
|
|
|
|
|
||||||
Average basic common shares
|
499
|
|
|
515
|
|
|
528
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
1
|
|
|
2
|
|
|
1
|
|
|||
Restricted stock, RSUs, and warrants
|
3
|
|
|
4
|
|
|
4
|
|
|||
Average diluted common shares
|
503
|
|
|
521
|
|
|
533
|
|
|||
|
|
|
|
|
|
||||||
Net income per average common share - diluted
|
|
$3.60
|
|
|
|
$3.58
|
|
|
|
$3.23
|
|
Net income per average common share - basic
|
3.63
|
|
|
3.62
|
|
|
3.26
|
|
|
2016
|
|
2015
|
||||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
||||||
CET1
|
|
$16,953
|
|
|
9.59
|
%
|
|
|
$16,421
|
|
|
9.96
|
%
|
Tier 1 capital
|
18,186
|
|
|
10.28
|
|
|
17,804
|
|
|
10.80
|
|
||
Total capital
|
21,685
|
|
|
12.26
|
|
|
20,668
|
|
|
12.54
|
|
||
Leverage
|
|
|
9.22
|
|
|
|
|
9.69
|
|
||||
SunTrust Bank
|
|
|
|
|
|
|
|
||||||
CET1
|
|
$18,535
|
|
|
10.71
|
%
|
|
|
$17,859
|
|
|
11.02
|
%
|
Tier 1 capital
|
18,573
|
|
|
10.73
|
|
|
17,908
|
|
|
11.05
|
|
||
Total capital
|
21,276
|
|
|
12.29
|
|
|
20,101
|
|
|
12.40
|
|
||
Leverage
|
|
|
9.63
|
|
|
|
|
9.96
|
|
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Series A (1,725 shares outstanding)
|
|
$172
|
|
|
|
$172
|
|
|
|
$172
|
|
Series B
(1,025 shares outstanding)
|
103
|
|
|
103
|
|
|
103
|
|
|||
Series E (4,500 shares outstanding)
|
450
|
|
|
450
|
|
|
450
|
|
|||
Series F (5,000 shares outstanding)
|
500
|
|
|
500
|
|
|
500
|
|
|||
Total preferred stock
|
|
$1,225
|
|
|
|
$1,225
|
|
|
|
$1,225
|
|
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Federal
|
|
$667
|
|
|
|
$707
|
|
|
|
$365
|
|
State
|
27
|
|
|
36
|
|
|
29
|
|
|||
Total
|
694
|
|
|
743
|
|
|
394
|
|
|||
Deferred income tax provision/(benefit):
|
|
|
|
|
|
||||||
Federal
|
59
|
|
|
27
|
|
|
99
|
|
|||
State
|
52
|
|
|
(6
|
)
|
|
—
|
|
|||
Total
|
111
|
|
|
21
|
|
|
99
|
|
|||
Total provision for income taxes
|
|
$805
|
|
|
|
$764
|
|
|
|
$493
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(Dollars in millions)
|
Amount
|
|
% of
Pre-Tax Income
|
|
Amount
|
|
% of
Pre-Tax Income
|
|
Amount
|
|
% of
Pre-Tax Income |
|||||||||
Income tax provision at federal statutory rate
|
|
$939
|
|
|
35.0
|
%
|
|
|
$944
|
|
|
35.0
|
%
|
|
|
$793
|
|
|
35.0
|
%
|
Increase/(decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net
|
53
|
|
|
2.0
|
|
|
25
|
|
|
0.9
|
|
|
12
|
|
|
0.5
|
|
|||
Tax-exempt interest
|
(86
|
)
|
|
(3.2
|
)
|
|
(88
|
)
|
|
(3.3
|
)
|
|
(89
|
)
|
|
(3.9
|
)
|
|||
Changes in UTBs (including interest), net
|
6
|
|
|
0.2
|
|
|
(31
|
)
|
|
(1.1
|
)
|
|
(82
|
)
|
|
(3.6
|
)
|
|||
Income tax credits, net of amortization
1
|
(86
|
)
|
|
(3.2
|
)
|
|
(69
|
)
|
|
(2.6
|
)
|
|
(65
|
)
|
|
(2.9
|
)
|
|||
Non-deductible expenses
|
8
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
(2.5
|
)
|
|||
Other
|
(29
|
)
|
2
|
(1.1
|
)
|
2
|
(17
|
)
|
|
(0.6
|
)
|
|
(19
|
)
|
|
(0.8
|
)
|
|||
Total provision for income taxes and effective tax rate
|
|
$805
|
|
|
30.0
|
%
|
|
|
$764
|
|
|
28.3
|
%
|
|
|
$493
|
|
|
21.8
|
%
|
(Dollars in millions)
|
2016
|
|
2015
|
||||
DTAs:
|
|
|
|
||||
ALLL
|
|
$639
|
|
|
|
$651
|
|
Accrued expenses
|
275
|
|
|
297
|
|
||
State NOLs and other carryforwards
|
170
|
|
|
192
|
|
||
Net unrealized losses in AOCI
|
472
|
|
|
257
|
|
||
Other
|
70
|
|
|
97
|
|
||
Total gross DTAs
|
1,626
|
|
|
1,494
|
|
||
Valuation allowance
|
(80
|
)
|
|
(79
|
)
|
||
Total DTAs
|
1,546
|
|
|
1,415
|
|
||
DTLs:
|
|
|
|
||||
Leasing
|
659
|
|
|
707
|
|
||
Compensation and employee benefits
|
179
|
|
|
140
|
|
||
MSRs
|
370
|
|
|
372
|
|
||
Loans
|
142
|
|
|
109
|
|
||
Goodwill and intangible assets
|
233
|
|
|
216
|
|
||
Fixed assets
|
113
|
|
|
131
|
|
||
Other
|
82
|
|
|
65
|
|
||
Total DTLs
|
1,778
|
|
|
1,740
|
|
||
Net DTL
|
|
($232
|
)
|
|
|
($325
|
)
|
(Dollars in millions)
|
2016
|
|
2015
|
||||
Balance at January 1
|
|
$100
|
|
|
|
$210
|
|
Increases in UTBs related to prior years
|
18
|
|
|
4
|
|
||
Decreases in UTBs related to prior years
|
(4
|
)
|
|
(4
|
)
|
||
Increases in UTBs related to the current year
|
13
|
|
|
10
|
|
||
Decreases in UTBs related to settlements
|
(16
|
)
|
|
(119
|
)
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
—
|
|
|
(1
|
)
|
||
Balance at December 31
|
|
$111
|
|
|
|
$100
|
|
|
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, 2014
|
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
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
20,412
|
|
|
1
|
|
|
41.15
|
|
|
1,670,587
|
|
|
40.54
|
|
||||
Exercised/vested
|
(687,832
|
)
|
|
9.06 - 32.27
|
|
|
20.38
|
|
|
(1,510,045
|
)
|
|
—
|
|
|
22.86
|
|
|
(883,621
|
)
|
|
26.39
|
|
||||
Cancelled/expired/forfeited
|
(1,821,667
|
)
|
|
23.70 - 150.45
|
|
|
73.01
|
|
|
(106,151
|
)
|
|
(4
|
)
|
|
29.95
|
|
|
(157,390
|
)
|
|
39.19
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2015
|
5,218,258
|
|
|
9.06 - 85.34
|
|
|
36.75
|
|
|
1,334,075
|
|
|
2
|
|
|
30.44
|
|
|
4,318,840
|
|
|
35.44
|
|
||||
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
11,312
|
|
|
1
|
|
|
42.44
|
|
|
2,548,326
|
|
|
35.08
|
|
||||
Exercised/vested
|
(1,547,255
|
)
|
|
9.06 - 32.27
|
|
|
16.25
|
|
|
(1,332,995
|
)
|
|
—
|
|
|
30.43
|
|
|
(2,428,213
|
)
|
|
30.52
|
|
||||
Cancelled/expired/forfeited
|
(417,210
|
)
|
|
21.67 - 71.03
|
|
|
67.59
|
|
|
(1,080
|
)
|
|
(1
|
)
|
|
35.03
|
|
|
(263,144
|
)
|
|
36.67
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2016
|
3,253,793
|
|
|
$9.06 - 85.34
|
|
|
|
$42.54
|
|
|
11,312
|
|
|
|
$—
|
|
|
|
$42.44
|
|
|
4,175,809
|
|
|
|
$36.27
|
|
Exercisable, December 31, 2016
|
3,253,793
|
|
|
|
|
|
$42.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||||
(Dollars in millions, except per share data)
|
|
Number
Outstanding
at
December 31, 2016
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
|
Number
Exercisable
at
December 31, 2016
|
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Total
Aggregate Intrinsic Value |
||||||||||
Range of Exercise Prices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
$9.06 to 49.46
|
|
1,904,207
|
|
|
|
$22.00
|
|
|
3.73
|
|
|
$63
|
|
|
1,904,207
|
|
|
|
$22.00
|
|
|
3.73
|
|
|
$63
|
|
$49.47 to 64.57
|
|
781
|
|
|
56.34
|
|
|
0.84
|
|
—
|
|
|
781
|
|
|
56.34
|
|
|
0.84
|
|
—
|
|
||||
$64.58 to 85.34
|
|
1,348,805
|
|
|
71.53
|
|
|
0.51
|
|
—
|
|
|
1,348,805
|
|
|
71.53
|
|
|
0.51
|
|
—
|
|
||||
|
|
3,253,793
|
|
|
|
$42.54
|
|
|
2.39
|
|
|
$63
|
|
|
3,253,793
|
|
|
|
$42.54
|
|
|
2.39
|
|
|
$63
|
|
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value of options exercised
1
|
|
$43
|
|
|
|
$15
|
|
|
|
$8
|
|
Fair value of vested restricted shares
1
|
41
|
|
|
35
|
|
|
28
|
|
|||
Fair value of vested RSUs
1
|
74
|
|
|
23
|
|
|
11
|
|
|
Years Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
|
$—
|
|
|
|
$1
|
|
|
|
$2
|
|
Restricted stock
|
2
|
|
|
16
|
|
|
27
|
|
|||
Phantom stock units
1
|
67
|
|
|
32
|
|
|
13
|
|
|||
RSUs
|
56
|
|
|
46
|
|
|
34
|
|
|||
Total stock-based compensation
|
|
$125
|
|
|
|
$95
|
|
|
|
$76
|
|
Stock-based compensation tax benefit
|
|
$48
|
|
|
|
$36
|
|
|
|
$29
|
|
|
Pension Benefits
1
|
|
Other Postretirement Benefits
|
|
||||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||||
Service cost
|
|
$5
|
|
|
|
$5
|
|
|
|
$5
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Interest cost
|
97
|
|
|
116
|
|
|
124
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
||||||
Expected return on plan assets
|
(186
|
)
|
|
(206
|
)
|
|
(200
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
||||||
Amortization of actuarial loss
|
25
|
|
|
21
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Net periodic benefit
|
|
($59
|
)
|
|
|
($64
|
)
|
|
|
($55
|
)
|
|
|
($9
|
)
|
|
|
($9
|
)
|
|
|
($8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average assumptions used to determine net periodic benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Discount rate
|
4.44
|
%
|
|
4.09
|
%
|
|
4.98
|
%
|
|
3.95
|
%
|
|
3.60
|
%
|
|
4.15
|
%
|
|
||||||
Expected return on plan assets
|
6.68
|
|
|
6.91
|
|
|
7.17
|
|
|
3.13
|
|
|
3.50
|
|
|
3.68
|
|
|
|
Pension Benefits
|
|
Other
Postretirement
Benefits
|
||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Prior service credit
|
|
$—
|
|
|
|
$—
|
|
|
|
($59
|
)
|
|
|
($64
|
)
|
Net actuarial loss/(gain)
|
1,031
|
|
|
1,072
|
|
|
(15
|
)
|
|
(11
|
)
|
||||
Total AOCI, pre-tax
|
|
$1,031
|
|
|
|
$1,072
|
|
|
|
($74
|
)
|
|
|
($75
|
)
|
(Dollars in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Current year actuarial gain
|
|
($16
|
)
|
|
|
($5
|
)
|
Amortization of prior service credit
|
—
|
|
|
6
|
|
||
Amortization of actuarial loss
|
(25
|
)
|
|
—
|
|
||
Total recognized in AOCI, pre-tax
|
|
($41
|
)
|
|
|
$1
|
|
Total recognized in net periodic benefit and AOCI, pre-tax
|
|
($100
|
)
|
|
|
($8
|
)
|
|
|
|
Fair Value Measurements at December 31, 2016
1
|
||||||||||||
(Dollars in millions)
|
Total
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money market funds
2
|
|
$112
|
|
|
|
$112
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
1,415
|
|
|
1,415
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds
3
:
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
82
|
|
|
82
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Futures contracts
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||
Fixed income securities
|
1,486
|
|
|
—
|
|
|
1,486
|
|
|
—
|
|
||||
Other assets
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
$3,156
|
|
|
|
$1,675
|
|
|
|
$1,481
|
|
|
|
$—
|
|
|
|
|
Fair Value Measurements at December 31, 2015
1
|
||||||||||||
(Dollars in millions)
|
Total
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money market funds
2
|
|
$83
|
|
|
|
$83
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
1,416
|
|
|
1,416
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds
3
:
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
48
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
84
|
|
|
84
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Futures contracts
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||
Fixed income securities
|
1,381
|
|
|
—
|
|
|
1,381
|
|
|
—
|
|
||||
Other assets
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
$3,025
|
|
|
|
$1,655
|
|
|
|
$1,370
|
|
|
|
$—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
Target Allocation
|
|
% of plan assets
|
|
Target Allocation
|
|
% of plan assets
|
||||||||||
|
|
2016
|
|
2015
|
|
|
2016
|
|
2015
|
||||||||
Cash equivalents
|
0-10
|
%
|
|
3
|
%
|
|
3
|
%
|
|
5-15
|
%
|
|
10
|
%
|
|
7
|
%
|
Equity securities
|
0-50
|
|
|
47
|
|
|
49
|
|
|
20-40
|
|
|
30
|
|
|
31
|
|
Debt securities
|
50-100
|
|
|
50
|
|
|
48
|
|
|
50-70
|
|
|
60
|
|
|
62
|
|
Total
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
100
|
%
|
|
100
|
%
|
(Dollars in millions)
|
Pension Benefits
1
|
|
Other Postretirement Benefits (excluding Medicare Subsidy)
2
|
||||
Employer Contributions:
|
|
|
|
||||
2017 (expected) to plan trusts
|
|
$—
|
|
|
|
$—
|
|
2017 (expected) to plan participants
3
|
11
|
|
|
—
|
|
||
|
|
|
|
||||
Expected Benefit Payments:
|
|
|
|
||||
2017
|
183
|
|
|
6
|
|
||
2018
|
168
|
|
|
6
|
|
||
2019
|
166
|
|
|
5
|
|
||
2020
|
165
|
|
|
5
|
|
||
2021
|
165
|
|
|
4
|
|
||
2022 - 2026
|
812
|
|
|
19
|
|
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Pending repurchase requests, beginning of period
|
|
$17
|
|
|
|
$47
|
|
|
|
$126
|
|
Repurchase requests received
|
44
|
|
|
73
|
|
|
158
|
|
|||
Repurchase requests resolved:
|
|
|
|
|
|
||||||
Repurchased
|
(18
|
)
|
|
(22
|
)
|
|
(28
|
)
|
|||
Cured
|
(29
|
)
|
|
(81
|
)
|
|
(209
|
)
|
|||
Total resolved
|
(47
|
)
|
|
(103
|
)
|
|
(237
|
)
|
|||
Pending repurchase requests, end of period
1
|
|
$14
|
|
|
|
$17
|
|
|
|
$47
|
|
|
|
|
|
|
|
||||||
Percent from non-agency investors:
|
|
|
|
|
|||||||
Pending repurchase requests, end of period
|
40.4
|
%
|
|
32.9
|
%
|
|
6.7
|
%
|
|||
Repurchase requests received
|
7.1
|
%
|
|
7.2
|
%
|
|
0.9
|
%
|
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
|
$57
|
|
|
|
$85
|
|
|
|
$78
|
|
Repurchase (benefit)/provision
|
(17
|
)
|
|
(12
|
)
|
|
12
|
|
|||
Charge-offs, net of recoveries
|
—
|
|
|
(16
|
)
|
|
(5
|
)
|
|||
Balance, end of period
|
|
$40
|
|
|
|
$57
|
|
|
|
$85
|
|
(Dollars in millions)
|
2016
|
|
2015
|
||||
Outstanding repurchased mortgage loans:
|
|
|
|||||
Performing LHFI
|
|
$230
|
|
|
|
$255
|
|
Nonperforming LHFI
|
12
|
|
|
17
|
|
||
Total carrying value of outstanding repurchased mortgage loans
|
|
$242
|
|
|
|
$272
|
|
|
December 31, 2016
|
||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
(Dollars in millions)
|
Notional
Amounts
|
|
Fair
Value
|
|
Notional
Amounts
|
|
Fair
Value
|
||||||||
Derivative instruments designated in cash flow hedging relationships
1
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging floating rate loans
|
|
$6,400
|
|
|
|
$34
|
|
|
|
$11,050
|
|
|
|
$265
|
|
Derivative instruments designated in fair value hedging relationships
2
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging fixed rate debt
|
600
|
|
|
2
|
|
|
4,510
|
|
|
81
|
|
||||
Interest rate contracts hedging brokered CDs
|
60
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total
|
660
|
|
|
2
|
|
|
4,540
|
|
|
81
|
|
||||
Derivative instruments not designated as hedging instruments
3
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging:
|
|
|
|
|
|
|
|
||||||||
MSRs
4
|
12,165
|
|
|
413
|
|
|
18,774
|
|
|
335
|
|
||||
LHFS, IRLCs
5
|
11,774
|
|
|
134
|
|
|
8,306
|
|
|
58
|
|
||||
LHFI
|
100
|
|
|
2
|
|
|
36
|
|
|
1
|
|
||||
Trading activity
6
|
70,599
|
|
|
1,536
|
|
|
67,477
|
|
|
1,401
|
|
||||
Foreign exchange rate contracts hedging trading activity
|
3,231
|
|
|
161
|
|
|
3,360
|
|
|
148
|
|
||||
Credit contracts hedging:
|
|
|
|
|
|
|
|
||||||||
Loans
|
15
|
|
|
—
|
|
|
620
|
|
|
8
|
|
||||
Trading activity
7
|
2,128
|
|
|
34
|
|
|
2,271
|
|
|
33
|
|
||||
Equity contracts hedging trading activity
6
|
23,164
|
|
|
2,095
|
|
|
35,312
|
|
|
2,477
|
|
||||
Other contracts:
|
|
|
|
|
|
|
|
||||||||
IRLCs and other
8
|
2,412
|
|
|
28
|
|
|
668
|
|
|
22
|
|
||||
Commodities
|
747
|
|
|
75
|
|
|
746
|
|
|
73
|
|
||||
Total
|
126,335
|
|
|
4,478
|
|
|
137,570
|
|
|
4,556
|
|
||||
Total derivative instruments
|
|
$133,395
|
|
|
|
$4,514
|
|
|
|
$153,160
|
|
|
|
$4,902
|
|
|
|
|
|
|
|
|
|
||||||||
Total gross derivative instruments, before netting
|
|
|
|
$4,514
|
|
|
|
|
|
$4,902
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
(3,239
|
)
|
|
|
|
(3,239
|
)
|
||||||
Less: Cash collateral received/paid
|
|
|
(291
|
)
|
|
|
|
(1,265
|
)
|
||||||
Total derivative instruments, after netting
|
|
|
|
$984
|
|
|
|
|
|
$398
|
|
|
December 31, 2015
|
||||||||||||||
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
(Dollars in millions)
|
Notional
Amounts
|
|
Fair
Value
|
|
Notional
Amounts
|
|
Fair
Value
|
||||||||
Derivative instruments designated in cash flow hedging relationships
1
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging floating rate loans
|
|
$14,500
|
|
|
|
$130
|
|
|
|
$2,900
|
|
|
|
$11
|
|
Derivative instruments designated in fair value hedging relationships
2
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging fixed rate debt
|
1,700
|
|
|
14
|
|
|
600
|
|
|
—
|
|
||||
Interest rate contracts hedging brokered CDs
|
60
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total
|
1,760
|
|
|
14
|
|
|
630
|
|
|
—
|
|
||||
Derivative instruments not designated as hedging instruments
3
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts hedging:
|
|
|
|
|
|
|
|
||||||||
MSRs
4
|
7,782
|
|
|
198
|
|
|
16,882
|
|
|
98
|
|
||||
LHFS, IRLCs
5
|
4,309
|
|
|
10
|
|
|
2,520
|
|
|
5
|
|
||||
LHFI
|
15
|
|
|
—
|
|
|
40
|
|
|
1
|
|
||||
Trading activity
6
|
67,164
|
|
|
1,983
|
|
|
66,854
|
|
|
1,796
|
|
||||
Foreign exchange rate contracts hedging trading activity
|
3,648
|
|
|
127
|
|
|
3,227
|
|
|
122
|
|
||||
Credit contracts hedging:
|
|
|
|
|
|
|
|
||||||||
Loans
|
—
|
|
|
—
|
|
|
175
|
|
|
2
|
|
||||
Trading activity
7
|
2,232
|
|
|
57
|
|
|
2,385
|
|
|
54
|
|
||||
Equity contracts hedging trading activity
6
|
19,138
|
|
|
1,812
|
|
|
27,154
|
|
|
2,222
|
|
||||
Other contracts:
|
|
|
|
|
|
|
|
||||||||
IRLCs and other
8
|
2,024
|
|
|
21
|
|
|
299
|
|
|
6
|
|
||||
Commodities
|
453
|
|
|
113
|
|
|
448
|
|
|
111
|
|
||||
Total
|
106,765
|
|
|
4,321
|
|
|
119,984
|
|
|
4,417
|
|
||||
Total derivative instruments
|
|
$123,025
|
|
|
|
$4,465
|
|
|
|
$123,514
|
|
|
|
$4,428
|
|
|
|
|
|
|
|
|
|
||||||||
Total gross derivative instruments, before netting
|
|
|
|
$4,465
|
|
|
|
|
|
$4,428
|
|
||||
Less: Legally enforceable master netting agreements
|
|
|
(2,916
|
)
|
|
|
|
(2,916
|
)
|
||||||
Less: Cash collateral received/paid
|
|
|
(397
|
)
|
|
|
|
(1,048
|
)
|
||||||
Total derivative instruments, after netting
|
|
|
|
$1,152
|
|
|
|
|
|
$464
|
|
|
Year Ended December 31, 2016
|
||||||||
(Dollars in millions)
|
Amount of Pre-tax Loss Recognized in OCI on Derivatives
(Effective Portion)
|
|
Amount of Pre-tax Gain Reclassified from AOCI into Income
(Effective Portion)
|
|
Classification of Pre-tax Gain/(Loss) Reclassified from AOCI into Income (Effective Portion)
|
||||
Derivative instruments in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts hedging floating rate loans
1
|
|
($145
|
)
|
|
|
$147
|
|
|
Interest and fees on loans
|
|
Year Ended December 31, 2016
|
||||||||||
(Dollars in millions)
|
Amount of Loss on Derivatives
Recognized in Income |
|
Amount of Gain
on Related Hedged Items
Recognized in Income |
|
Amount of Gain
Recognized in Income
on Hedges
(Ineffective Portion) |
||||||
Derivative instruments in fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts hedging fixed rate debt
1
|
|
($87
|
)
|
|
|
$89
|
|
|
|
$2
|
|
Interest rate contracts hedging brokered CDs
1
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
($87
|
)
|
|
|
$89
|
|
|
|
$2
|
|
(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, 2016
|
||
Derivative instruments not designated as hedging instruments:
|
|
|
|||
Interest rate contracts hedging:
|
|
|
|
||
MSRs
|
Mortgage servicing related income
|
|
|
$62
|
|
LHFS, IRLCs
|
Mortgage production related income
|
|
(6
|
)
|
|
LHFI
|
Other noninterest income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
51
|
|
|
Foreign exchange rate contracts hedging trading activity
|
Trading income
|
|
101
|
|
|
Credit contracts hedging:
|
|
|
|
||
Loans
|
Other noninterest income
|
|
(3
|
)
|
|
Trading activity
|
Trading income
|
|
19
|
|
|
Equity contracts hedging trading activity
|
Trading income
|
|
4
|
|
|
Other contracts:
|
|
|
|
||
IRLCs
|
Mortgage production related income
|
|
210
|
|
|
Commodities
|
Trading income
|
|
3
|
|
|
Total
|
|
|
|
$440
|
|
|
Year Ended December 31, 2015
|
||||||||
(Dollars in millions)
|
Amount of Pre-tax Gain Recognized in OCI on Derivatives (Effective Portion)
|
|
Amount of Pre-tax Gain Reclassified from AOCI into Income (Effective Portion)
|
|
Classification of Pre-tax Gain Reclassified from AOCI into Income (Effective Portion)
|
||||
Derivative instruments in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts hedging floating rate loans
1
|
|
$246
|
|
|
|
$169
|
|
|
Interest and fees on loans
|
|
Year Ended December 31, 2015
|
||||||||||
(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) |
||||||
Derivative instruments in fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts hedging fixed rate debt
1
|
|
($2
|
)
|
|
|
$1
|
|
|
|
($1
|
)
|
Interest rate contracts hedging brokered CDs
1
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
($2
|
)
|
|
|
$1
|
|
|
|
($1
|
)
|
(Dollars in millions)
|
Classification of Gain/(Loss)
Recognized in Income on Derivatives
|
|
Amount of Gain/(Loss) Recognized in Income on Derivatives During the
Year Ended December 31, 2015
|
||
Derivative instruments not designated as hedging instruments:
|
|
|
|
||
Interest rate contracts hedging:
|
|
|
|
||
MSRs
|
Mortgage servicing related income
|
|
|
$19
|
|
LHFS, IRLCs
|
Mortgage production related income
|
|
(45
|
)
|
|
LHFI
|
Other noninterest income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
61
|
|
|
Foreign exchange rate contracts hedging trading activity
|
Trading income
|
|
93
|
|
|
Credit contracts hedging:
|
|
|
|
||
Loans
|
Other noninterest income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
23
|
|
|
Equity contracts hedging trading activity
|
Trading income
|
|
4
|
|
|
Other contracts:
|
|
|
|
||
IRLCs
|
Mortgage production related income
|
|
156
|
|
|
Commodities
|
Trading income
|
|
2
|
|
|
Total
|
|
|
|
$311
|
|
|
Year Ended December 31, 2014
|
||||||||
(Dollars in millions)
|
Amount of Pre-tax Gain Recognized in OCI on Derivatives (Effective Portion)
|
|
Amount of Pre-tax Gain Reclassified from AOCI into Income (Effective Portion)
|
|
Classification of Pre-tax Gain Reclassified from AOCI into Income (Effective Portion)
|
||||
Derivative instruments in cash flow hedging relationships:
|
|
|
|
|
|
||||
Interest rate contracts hedging floating rate loans
1
|
|
$99
|
|
|
|
$290
|
|
|
Interest and fees on loans
|
|
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) |
||||||
Derivative instruments in fair value hedging relationships:
|
|
|
|
|
|
||||||
Interest rate contracts hedging fixed rate debt
1
|
|
$8
|
|
|
|
($7
|
)
|
|
|
$1
|
|
Interest rate contracts hedging brokered CDs
1
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$8
|
|
|
|
($7
|
)
|
|
|
$1
|
|
(Dollars in millions)
|
Classification of Gain/(Loss) Recognized
in Income on Derivatives |
|
Amount of Gain/(Loss) Recognized in Income on Derivatives During the
Year Ended December 31, 2014
|
||
Derivative instruments not designated as hedging instruments:
|
|
|
|||
Interest rate contracts hedging:
|
|
|
|
||
MSRs
|
Mortgage servicing related income
|
|
|
$257
|
|
LHFS, IRLCs
|
Mortgage production related income
|
|
(149
|
)
|
|
Trading activity
|
Trading income
|
|
49
|
|
|
Foreign exchange rate contracts hedging trading activity
|
Trading income
|
|
69
|
|
|
Credit contracts hedging:
|
|
|
|
||
Loans
|
Other noninterest income
|
|
(1
|
)
|
|
Trading activity
|
Trading income
|
|
17
|
|
|
Equity contracts hedging trading activity
|
Trading income
|
|
4
|
|
|
Other contracts - IRLCs
|
Mortgage production related income
|
|
261
|
|
|
Total
|
|
|
|
$507
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged
Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,193
|
|
|
|
$3,384
|
|
|
|
$809
|
|
|
|
$48
|
|
|
|
$761
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|||||
Exchange traded derivatives
|
294
|
|
|
146
|
|
|
148
|
|
|
—
|
|
|
148
|
|
|||||
Total derivative instrument assets
|
|
$4,514
|
|
|
|
$3,530
|
|
|
|
$984
|
|
1
|
|
$48
|
|
|
|
$936
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,649
|
|
|
|
$4,358
|
|
|
|
$291
|
|
|
|
$33
|
|
|
|
$258
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
105
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
|||||
Exchange traded derivatives
|
148
|
|
|
146
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total derivative instrument liabilities
|
|
$4,902
|
|
|
|
$4,504
|
|
|
|
$398
|
|
2
|
|
$33
|
|
|
|
$365
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,184
|
|
|
|
$3,156
|
|
|
|
$1,028
|
|
|
|
$66
|
|
|
|
$962
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|||||
Exchange traded derivatives
|
260
|
|
|
157
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|||||
Total derivative instrument assets
|
|
$4,465
|
|
|
|
$3,313
|
|
|
|
$1,152
|
|
1
|
|
$66
|
|
|
|
$1,086
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,162
|
|
|
|
$3,807
|
|
|
|
$355
|
|
|
|
$19
|
|
|
|
$336
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
105
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
|||||
Exchange traded derivatives
|
161
|
|
|
157
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
Total derivative instrument liabilities
|
|
$4,428
|
|
|
|
$3,964
|
|
|
|
$464
|
|
2
|
|
$19
|
|
|
|
$445
|
|
•
|
Residential MSRs
. The Company hedges these instruments with a combination of interest rate derivatives, including forward and option contracts, futures, and forward rate agreements.
|
•
|
Residential mortgage
IRLC
s and LHFS
. The Company hedges these instruments using forward and option contracts, futures, and forward rate agreements.
|
•
|
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, 2016
|
||||||||||||||||||
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
Adjustments
1
|
|
Assets/Liabilities
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$539
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$539
|
|
Federal agency securities
|
—
|
|
|
480
|
|
|
—
|
|
|
—
|
|
|
480
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|||||
MBS - agency
|
—
|
|
|
567
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|||||
CLO securities
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
656
|
|
|
—
|
|
|
—
|
|
|
656
|
|
|||||
CP
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||
Equity securities
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|||||
Derivative instruments
|
293
|
|
|
4,193
|
|
|
28
|
|
|
(3,530
|
)
|
|
984
|
|
|||||
Trading loans
|
—
|
|
|
2,517
|
|
|
—
|
|
|
—
|
|
|
2,517
|
|
|||||
Total trading assets and derivative instruments
|
881
|
|
|
8,688
|
|
|
28
|
|
|
(3,530
|
)
|
|
6,067
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
5,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,405
|
|
|||||
Federal agency securities
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
275
|
|
|
4
|
|
|
—
|
|
|
279
|
|
|||||
MBS - agency
|
—
|
|
|
23,662
|
|
|
—
|
|
|
—
|
|
|
23,662
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
252
|
|
|||||
ABS
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
30
|
|
|
5
|
|
|
—
|
|
|
35
|
|
|||||
Other equity securities
2
|
102
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|
642
|
|
|||||
Total securities AFS
|
5,507
|
|
|
24,532
|
|
|
633
|
|
|
—
|
|
|
30,672
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LHFS
|
—
|
|
|
3,528
|
|
|
12
|
|
|
—
|
|
|
3,540
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
222
|
|
|||||
MSRs
|
—
|
|
|
—
|
|
|
1,572
|
|
|
—
|
|
|
1,572
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
697
|
|
|||||
MBS - agency
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|||||
Derivative instruments
|
149
|
|
|
4,731
|
|
|
22
|
|
|
(4,504
|
)
|
|
398
|
|
|||||
Total trading liabilities and derivative instruments
|
846
|
|
|
4,987
|
|
|
22
|
|
|
(4,504
|
)
|
|
1,351
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Brokered time deposits
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Long-term debt
|
—
|
|
|
963
|
|
|
—
|
|
|
—
|
|
|
963
|
|
|
December 31, 2015
|
||||||||||||||||||
|
Fair Value Measurements
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
Adjustments
1
|
|
Assets/Liabilities
at Fair Value
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$538
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$538
|
|
Federal agency securities
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
MBS - agency
|
—
|
|
|
553
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|||||
CLO securities
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
379
|
|
|
89
|
|
|
—
|
|
|
468
|
|
|||||
CP
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Equity securities
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
Derivative instruments
|
262
|
|
|
4,182
|
|
|
21
|
|
|
(3,313
|
)
|
|
1,152
|
|
|||||
Trading loans
|
—
|
|
|
2,655
|
|
|
—
|
|
|
—
|
|
|
2,655
|
|
|||||
Total trading assets and derivative instruments
|
866
|
|
|
8,456
|
|
|
110
|
|
|
(3,313
|
)
|
|
6,119
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
3,449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,449
|
|
|||||
Federal agency securities
|
—
|
|
|
411
|
|
|
—
|
|
|
—
|
|
|
411
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
159
|
|
|
5
|
|
|
—
|
|
|
164
|
|
|||||
MBS - agency
|
—
|
|
|
23,124
|
|
|
—
|
|
|
—
|
|
|
23,124
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
|||||
ABS
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
33
|
|
|
5
|
|
|
—
|
|
|
38
|
|
|||||
Other equity securities
2
|
93
|
|
|
—
|
|
|
440
|
|
|
—
|
|
|
533
|
|
|||||
Total securities AFS
|
3,542
|
|
|
23,727
|
|
|
556
|
|
|
—
|
|
|
27,825
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential LHFS
|
—
|
|
|
1,489
|
|
|
5
|
|
|
—
|
|
|
1,494
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
|||||
MSRs
|
—
|
|
|
—
|
|
|
1,307
|
|
|
—
|
|
|
1,307
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
503
|
|
|||||
MBS - agency
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|||||
Derivative instruments
|
161
|
|
|
4,261
|
|
|
6
|
|
|
(3,964
|
)
|
|
464
|
|
|||||
Total trading liabilities and derivative instruments
|
664
|
|
|
4,557
|
|
|
6
|
|
|
(3,964
|
)
|
|
1,263
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
—
|
|
|
973
|
|
|
—
|
|
|
—
|
|
|
973
|
|
|||||
Other liabilities
3
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
(Dollars in millions)
|
Fair Value at
December 31, 2016
|
|
Aggregate UPB at
December 31, 2016
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$2,517
|
|
|
|
$2,488
|
|
|
|
$29
|
|
LHFS:
|
|
|
|
|
|
||||||
Accruing
|
3,540
|
|
|
3,516
|
|
|
24
|
|
|||
LHFI:
|
|
|
|
|
|
||||||
Accruing
|
219
|
|
|
225
|
|
|
(6
|
)
|
|||
Nonaccrual
|
3
|
|
|
4
|
|
|
(1
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
78
|
|
|
80
|
|
|
(2
|
)
|
|||
Long-term debt
|
963
|
|
|
924
|
|
|
39
|
|
|||
|
|
|
|
|
|
||||||
(Dollars in millions)
|
Fair Value at
December 31, 2015
|
|
Aggregate UPB at
December 31, 2015
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$2,655
|
|
|
|
$2,605
|
|
|
|
$50
|
|
LHFS:
|
|
|
|
|
|
||||||
Accruing
|
1,494
|
|
|
1,453
|
|
|
41
|
|
|||
LHFI:
|
|
|
|
|
|
||||||
Accruing
|
254
|
|
|
259
|
|
|
(5
|
)
|
|||
Nonaccrual
|
3
|
|
|
5
|
|
|
(2
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Long-term debt
|
973
|
|
|
907
|
|
|
66
|
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2016 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
|
|
Other Noninterest Income
|
|
Total Changes in Fair Values Included in Earnings
2
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading loans
|
|
|
$15
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$15
|
|
LHFS
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
MSRs
|
|
—
|
|
|
3
|
|
|
(245
|
)
|
|
—
|
|
|
(242
|
)
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Brokered time deposits
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Long-term debt
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
|
Fair Value (Loss)/Gain for the Year Ended
December 31, 2015 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
|
|
Other Noninterest Income
|
|
Total Changes in Fair Values Included in Earnings
2
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading loans
|
|
|
($1
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($1
|
)
|
LHFS
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
LHFI
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
MSRs
|
|
—
|
|
|
2
|
|
|
(242
|
)
|
|
—
|
|
|
(240
|
)
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
|
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
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
|
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value December 31, 2016
|
|
Valuation Technique
|
|
Unobservable Input
1
|
|
Range
(weighted average)
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|
||
Derivative instruments, net
2
|
|
$6
|
|
|
Internal model
|
|
Pull through rate
|
|
40-100% (81%)
|
|
MSR value
|
|
22-170 bps (106 bps)
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
||
U.S. states and political subdivisions
|
4
|
|
|
Cost
|
|
N/A
|
|
|
|
MBS - non-agency residential
|
74
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
10
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
Other equity securities
|
540
|
|
|
Cost
|
|
N/A
|
|
|
|
Residential LHFS
|
12
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
104-125 bps (124 bps)
|
|
Conditional prepayment rate
|
2-28 CPR (7 CPR)
|
||||||||
Conditional default rate
|
0-3 CDR (0.4 CDR)
|
||||||||
LHFI
|
219
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
62-784 bps (184 bps)
|
|
Conditional prepayment rate
|
3-36 CPR (13 CPR)
|
||||||||
Conditional default rate
|
0-5 CDR (2.1 CDR)
|
||||||||
3
|
|
Collateral based pricing
|
Appraised value
|
NM
3
|
|||||
MSRs
|
1,572
|
|
|
Monte Carlo/Discounted cash flow
|
|
Conditional prepayment rate
|
|
1-25 CPR (9 CPR)
|
|
|
Option adjusted spread
|
|
0-122% (8%)
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value December 31, 2015
|
|
Valuation Technique
|
|
Unobservable Input
1
|
|
Range
(weighted average)
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|
||
Corporate and other debt securities
|
|
$89
|
|
|
Market comparables
|
|
Yield adjustment
|
|
126-447 bps (287 bps)
|
Derivative instruments, net
2
|
15
|
|
|
Internal model
|
|
Pull through rate
|
|
24-100% (79%)
|
|
|
MSR value
|
|
29-210 bps (103 bps)
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
||
U.S. states and political subdivisions
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
MBS - non-agency residential
|
94
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
12
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
Other equity securities
|
440
|
|
|
Cost
|
|
N/A
|
|
|
|
Residential LHFS
|
5
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
104-197 bps (125 bps)
|
|
|
Conditional prepayment rate
|
|
2-17 CPR (8 CPR)
|
||||||
|
Conditional default rate
|
|
0-2 CDR (0.5 CDR)
|
||||||
LHFI
|
251
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
62-784 bps (193 bps)
|
|
|
Conditional prepayment rate
|
|
5-36 CPR (14 CPR)
|
||||||
|
Conditional default rate
|
|
0-5 CDR (1.7 CDR)
|
||||||
6
|
|
|
Collateral based pricing
|
|
Appraised value
|
|
NM
4
|
||
MSRs
|
1,307
|
|
|
Monte Carlo/Discounted cash flow
|
|
Conditional prepayment rate
|
|
2-21 CPR (10 CPR)
|
|
|
Option adjusted spread
|
|
(5)-110% (8%)
|
||||||
Liabilities
|
|
|
|
|
|
|
|
||
Other liabilities
3
|
23
|
|
|
Internal model
|
|
Loan production volume
|
|
150% (150%)
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
Balance January 1, 2016 |
|
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, 2016
|
|
Included in Earnings (held at December 31, 2016
1
)
|
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Corporate and other debt securities
|
|
$89
|
|
|
|
($1
|
)
|
2
|
|
$—
|
|
|
|
$—
|
|
|
|
($88
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Derivative instruments, net
|
15
|
|
|
198
|
|
3
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
3
|
|||||||||||
Total trading assets
|
104
|
|
|
197
|
|
|
—
|
|
|
2
|
|
|
(88
|
)
|
|
2
|
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
|||||||||||
MBS - non-agency residential
|
94
|
|
|
—
|
|
|
1
|
|
4
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
|||||||||||
ABS
|
12
|
|
|
—
|
|
|
1
|
|
4
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
440
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|
—
|
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
556
|
|
|
—
|
|
|
2
|
|
4
|
308
|
|
|
—
|
|
|
(233
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential LHFS
|
5
|
|
|
(1
|
)
|
5
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(5
|
)
|
|
52
|
|
|
(4
|
)
|
|
12
|
|
|
(1
|
)
|
5
|
|||||||||||
LHFI
|
257
|
|
|
(2
|
)
|
5
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
1
|
|
|
10
|
|
|
—
|
|
|
222
|
|
|
(2
|
)
|
5
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other liabilities
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
|
||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
Balance January 1, 2015 |
|
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, 2015
|
|
Included in Earnings (held at December 31, 2015
1
)
|
|
||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Corporate and other debt securities
|
|
$—
|
|
|
|
($13
|
)
|
2
|
|
$—
|
|
|
|
$123
|
|
|
|
($21
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$89
|
|
|
|
($13
|
)
|
2
|
Derivative instruments, net
|
20
|
|
|
153
|
|
3
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
|
15
|
|
|
20
|
|
3
|
|||||||||||
Total trading assets
|
20
|
|
|
140
|
|
|
—
|
|
|
123
|
|
|
(21
|
)
|
|
3
|
|
|
(161
|
)
|
|
—
|
|
|
—
|
|
|
104
|
|
|
7
|
|
|
|||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. states and political subdivisions
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
MBS - non-agency residential
|
123
|
|
|
(1
|
)
|
6
|
1
|
|
4
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
(1
|
)
|
6
|
|||||||||||
ABS
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
|||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
Other equity securities
|
785
|
|
|
—
|
|
|
(2
|
)
|
4
|
104
|
|
|
—
|
|
|
(447
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
440
|
|
|
—
|
|
|
|||||||||||
Total securities AFS
|
946
|
|
|
(1
|
)
|
6
|
(1
|
)
|
4
|
109
|
|
|
—
|
|
|
(497
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
556
|
|
|
(1
|
)
|
6
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Residential LHFS
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
26
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
|||||||||||
LHFI
|
272
|
|
|
6
|
|
5
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
(1
|
)
|
|
21
|
|
|
—
|
|
|
257
|
|
|
4
|
|
5
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Other liabilities
|
27
|
|
|
6
|
|
7
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
6
|
|
7
|
|
|
|
Fair Value Measurements
|
|
Losses for the
Year Ended
December 31, 2016
|
||||||||||||||
(Dollars in millions)
|
December 31, 2016
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
LHFI
|
|
$75
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$75
|
|
|
|
$—
|
|
OREO
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
(2
|
)
|
|||||
Other assets
|
112
|
|
|
—
|
|
|
58
|
|
|
54
|
|
|
(36
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Fair Value Measurements
|
|
Losses for the
Year Ended
December 31, 2015
|
||||||||||||||
(Dollars in millions)
|
December 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
LHFS
|
|
$202
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$202
|
|
|
|
($6
|
)
|
LHFI
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|||||
OREO
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
(4
|
)
|
|||||
Other assets
|
36
|
|
|
—
|
|
|
29
|
|
|
7
|
|
|
(6
|
)
|
|
December 31, 2016
|
|
Fair Value Measurements
|
|
||||||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$6,423
|
|
|
|
$6,423
|
|
|
|
$6,423
|
|
|
|
$—
|
|
|
|
$—
|
|
(a)
|
Trading assets and derivative instruments
|
6,067
|
|
|
6,067
|
|
|
881
|
|
|
5,158
|
|
|
28
|
|
(b)
|
|||||
Securities AFS
|
30,672
|
|
|
30,672
|
|
|
5,507
|
|
|
24,532
|
|
|
633
|
|
(b)
|
|||||
LHFS
|
4,169
|
|
|
4,178
|
|
|
—
|
|
|
4,161
|
|
|
17
|
|
(c)
|
|||||
LHFI, net
|
141,589
|
|
|
140,516
|
|
|
—
|
|
|
282
|
|
|
140,234
|
|
(d)
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
160,398
|
|
|
160,280
|
|
|
—
|
|
|
160,280
|
|
|
—
|
|
(e)
|
|||||
Short-term borrowings
|
4,764
|
|
|
4,764
|
|
|
—
|
|
|
4,764
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
11,748
|
|
|
11,779
|
|
|
—
|
|
|
11,051
|
|
|
728
|
|
(f)
|
|||||
Trading liabilities and derivative instruments
|
1,351
|
|
|
1,351
|
|
|
846
|
|
|
483
|
|
|
22
|
|
(b)
|
|
December 31, 2015
|
|
Fair Value Measurements
|
|
||||||||||||||||
(Dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$5,599
|
|
|
|
$5,599
|
|
|
|
$5,599
|
|
|
|
$—
|
|
|
|
$—
|
|
(a)
|
Trading assets and derivative instruments
|
6,119
|
|
|
6,119
|
|
|
866
|
|
|
5,143
|
|
|
110
|
|
(b)
|
|||||
Securities AFS
|
27,825
|
|
|
27,825
|
|
|
3,542
|
|
|
23,727
|
|
|
556
|
|
(b)
|
|||||
LHFS
|
1,838
|
|
|
1,842
|
|
|
—
|
|
|
1,803
|
|
|
39
|
|
(c)
|
|||||
LHFI, net
|
134,690
|
|
|
131,178
|
|
|
—
|
|
|
397
|
|
|
130,781
|
|
(d)
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
149,830
|
|
|
149,889
|
|
|
—
|
|
|
149,889
|
|
|
—
|
|
(e)
|
|||||
Short-term borrowings
|
4,627
|
|
|
4,627
|
|
|
—
|
|
|
4,627
|
|
|
—
|
|
(f)
|
|||||
Long-term debt
|
8,462
|
|
|
8,374
|
|
|
—
|
|
|
7,772
|
|
|
602
|
|
(f)
|
|||||
Trading liabilities and derivative instruments
|
1,263
|
|
|
1,263
|
|
|
664
|
|
|
593
|
|
|
6
|
|
(b)
|
(a)
|
Cash and cash equivalents are valued at their carrying amounts, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments.
|
(b)
|
Trading assets and derivative instruments, securities AFS, and trading liabilities and derivative instruments 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, quoted market prices of similar instruments. Refer to the LHFS section within this footnote for further discussion. When valuation assumptions are not readily observable in the market, instruments are valued based on the best
|
(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 nonexistent requires significant judgment.
|
(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 approach that applies current interest rates to a schedule of aggregated expected maturities. The assumptions used in the discounted cash flow analysis are expected to approximate those that market participants would use in valuing deposits. The value of long-term relationships with depositors is not taken into account in estimating fair values. Refer to the respective valuation section within this footnote for valuation information related to brokered time deposits that the Company measures at fair value as well as those that are carried at amortized cost.
|
(f)
|
Fair values for short-term borrowings and certain long-term debt are based on quoted market prices for similar
|
•
|
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 by telephone (1-800-SUNTRUST). Financial products and services offered to consumers and small business clients include deposits and payments, loans, brokerage, and various fee-based services. Discount/online and full-service brokerage products are offered to individual clients through
STIS
. Consumer Banking also serves as an entry point for clients and provides services for other lines of business.
|
•
|
Consumer Lending offers an array of lending products to consumers and small business clients via the Company's Consumer Banking and Private Wealth Management businesses, through the internet (
www.suntrust.com
and
www.lightstream.com
), as well as through various national offices and partnerships. Products offered include home equity lines, personal credit lines and loans, direct auto, indirect auto, student lending, credit cards, and other lending products.
|
•
|
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 Institutional Investment Solutions 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 goal of serving the needs of both
|
•
|
Commercial & Business Banking offers an array of traditional banking products, including lending, cash management and investment banking solutions via
STRH
to commercial clients (generally clients with revenues between $1 million and $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 provides 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
. With the acquisition of the assets of
Pillar
in December of 2016, commercial real estate also provides multi-family agency lending and servicing, as well as loan administration, advisory, and commercial mortgage brokerage services. The institutional real estate team targets relationships with
REIT
s, 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
STCC
, with particular expertise in Low Income Housing Tax Credits and New Market Tax Credits.
|
•
|
Treasury & Payment Solutions provides all SunTrust Wholesale Banking 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-FTE
– is reconciled from net interest income and is presented on an FTE basis to make income from tax-exempt assets comparable to other taxable products. Segment results reflect matched maturity funds transfer pricing, which ascribes credits or charges based on the economic value or cost created by assets and liabilities of each segment. Differences between these credits and charges are captured as reconciling items. The change in this variance is generally attributable to corporate balance sheet management strategies.
|
•
|
Provision/(benefit) for credit losses
– represents net charge-offs by segment combined with an allocation to the
|
•
|
Provision for income taxes-FTE
– is 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 for income taxes at the segment level and the consolidated provision for income taxes is reported as reconciling items.
|
•
|
Operational costs
– expenses are charged to segments based on a methodical activity-based costing process, which also allocates residual expenses to the segments. Generally, recoveries 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 (number of equivalent employees, number of PCs/laptops, net revenue, etc.). 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, 2016
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer
Banking and Private Wealth Management |
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average loans
|
|
$42,723
|
|
|
|
$71,605
|
|
|
|
$26,726
|
|
|
|
$66
|
|
|
|
($2
|
)
|
|
|
$141,118
|
|
Average consumer and commercial deposits
|
95,875
|
|
|
55,293
|
|
|
2,969
|
|
|
124
|
|
|
(72
|
)
|
|
154,189
|
|
||||||
Average total assets
|
48,415
|
|
|
85,513
|
|
|
30,697
|
|
|
31,939
|
|
|
2,440
|
|
|
199,004
|
|
||||||
Average total liabilities
|
96,466
|
|
|
61,050
|
|
|
3,344
|
|
|
14,148
|
|
|
(72
|
)
|
|
174,936
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,068
|
|
|
24,068
|
|
||||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,857
|
|
|
|
$1,849
|
|
|
|
$448
|
|
|
|
$96
|
|
|
|
($29
|
)
|
|
|
$5,221
|
|
FTE adjustment
|
—
|
|
|
136
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
138
|
|
||||||
Net interest income-FTE
1
|
2,857
|
|
|
1,985
|
|
|
448
|
|
|
98
|
|
|
(29
|
)
|
|
5,359
|
|
||||||
Provision/(benefit) for credit losses
2
|
185
|
|
|
272
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
444
|
|
||||||
Net interest income after provision/(benefit) for credit losses-FTE
|
2,672
|
|
|
1,713
|
|
|
461
|
|
|
98
|
|
|
(29
|
)
|
|
4,915
|
|
||||||
Total noninterest income
|
1,472
|
|
|
1,234
|
|
|
559
|
|
|
136
|
|
|
(18
|
)
|
|
3,383
|
|
||||||
Total noninterest expense
|
3,056
|
|
|
1,693
|
|
|
732
|
|
|
5
|
|
|
(18
|
)
|
|
5,468
|
|
||||||
Income before provision for income taxes-FTE
|
1,088
|
|
|
1,254
|
|
|
288
|
|
|
229
|
|
|
(29
|
)
|
|
2,830
|
|
||||||
Provision for income taxes-FTE
3
|
404
|
|
|
387
|
|
|
105
|
|
|
59
|
|
|
(12
|
)
|
|
943
|
|
||||||
Net income including income attributable to noncontrolling interest
|
684
|
|
|
867
|
|
|
183
|
|
|
170
|
|
|
(17
|
)
|
|
1,887
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
Net income
|
|
$684
|
|
|
|
$867
|
|
|
|
$183
|
|
|
|
$161
|
|
|
|
($17
|
)
|
|
|
$1,878
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
(Dollars in millions)
|
Consumer
Banking and Private Wealth Management |
|
Wholesale Banking
|
|
Mortgage Banking
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Average loans
|
|
$40,614
|
|
|
|
$67,872
|
|
|
|
$25,024
|
|
|
|
$60
|
|
|
|
($12
|
)
|
|
|
$133,558
|
|
Average consumer and commercial deposits
|
91,104
|
|
|
50,379
|
|
|
2,679
|
|
|
101
|
|
|
(61
|
)
|
|
144,202
|
|
||||||
Average total assets
|
46,513
|
|
|
80,915
|
|
|
28,692
|
|
|
29,655
|
|
|
3,117
|
|
|
188,892
|
|
||||||
Average total liabilities
|
91,747
|
|
|
56,050
|
|
|
3,048
|
|
|
14,771
|
|
|
(70
|
)
|
|
165,546
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,346
|
|
|
23,346
|
|
||||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,728
|
|
|
|
$1,781
|
|
|
|
$483
|
|
|
|
$147
|
|
|
|
($375
|
)
|
|
|
$4,764
|
|
FTE adjustment
|
1
|
|
|
138
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
142
|
|
||||||
Net interest income-FTE
1
|
2,729
|
|
|
1,919
|
|
|
483
|
|
|
150
|
|
|
(375
|
)
|
|
4,906
|
|
||||||
Provision/(benefit) for credit losses
2
|
137
|
|
|
137
|
|
|
(110
|
)
|
|
—
|
|
|
1
|
|
|
165
|
|
||||||
Net interest income after provision/(benefit) for credit losses-FTE
|
2,592
|
|
|
1,782
|
|
|
593
|
|
|
150
|
|
|
(376
|
)
|
|
4,741
|
|
||||||
Total noninterest income
|
1,507
|
|
|
1,180
|
|
|
460
|
|
|
135
|
|
|
(14
|
)
|
|
3,268
|
|
||||||
Total noninterest expense
|
2,939
|
|
|
1,551
|
|
|
681
|
|
|
4
|
|
|
(15
|
)
|
|
5,160
|
|
||||||
Income before provision for income taxes-FTE
|
1,160
|
|
|
1,411
|
|
|
372
|
|
|
281
|
|
|
(375
|
)
|
|
2,849
|
|
||||||
Provision for income taxes-FTE
3
|
431
|
|
|
459
|
|
|
85
|
|
|
82
|
|
|
(151
|
)
|
|
906
|
|
||||||
Net income including income attributable to noncontrolling interest
|
729
|
|
|
952
|
|
|
287
|
|
|
199
|
|
|
(224
|
)
|
|
1,943
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1
|
|
|
10
|
|
||||||
Net income
|
|
$729
|
|
|
|
$952
|
|
|
|
$287
|
|
|
|
$190
|
|
|
|
($225
|
)
|
|
|
$1,933
|
|
|
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
|
|
$41,702
|
|
|
|
$62,627
|
|
|
|
$26,494
|
|
|
|
$56
|
|
|
|
($5
|
)
|
|
|
$130,874
|
|
Average consumer and commercial deposits
|
86,046
|
|
|
43,569
|
|
|
2,333
|
|
|
112
|
|
|
(48
|
)
|
|
132,012
|
|
||||||
Average total assets
|
47,430
|
|
|
74,093
|
|
|
30,386
|
|
|
27,125
|
|
|
3,142
|
|
|
182,176
|
|
||||||
Average total liabilities
|
86,774
|
|
|
50,294
|
|
|
2,665
|
|
|
20,283
|
|
|
(10
|
)
|
|
160,006
|
|
||||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,170
|
|
|
22,170
|
|
||||||
Statements of Income/(Loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income
|
|
$2,628
|
|
|
|
$1,661
|
|
|
|
$552
|
|
|
|
$275
|
|
|
|
($276
|
)
|
|
|
$4,840
|
|
FTE adjustment
|
1
|
|
|
139
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
142
|
|
||||||
Net interest income-FTE
1
|
2,629
|
|
|
1,800
|
|
|
552
|
|
|
278
|
|
|
(277
|
)
|
|
4,982
|
|
||||||
Provision for credit losses
2
|
191
|
|
|
71
|
|
|
81
|
|
|
—
|
|
|
(1
|
)
|
|
342
|
|
||||||
Net interest income after provision for credit losses-FTE
|
2,438
|
|
|
1,729
|
|
|
471
|
|
|
278
|
|
|
(276
|
)
|
|
4,640
|
|
||||||
Total noninterest income
|
1,527
|
|
|
1,063
|
|
|
473
|
|
|
278
|
|
|
(18
|
)
|
|
3,323
|
|
||||||
Total noninterest expense
|
2,904
|
|
|
1,473
|
|
|
1,048
|
|
|
134
|
|
|
(16
|
)
|
|
5,543
|
|
||||||
Income/(loss) before provision/(benefit) for income taxes-FTE
|
1,061
|
|
|
1,319
|
|
|
(104
|
)
|
|
422
|
|
|
(278
|
)
|
|
2,420
|
|
||||||
Provision/(benefit) for income taxes-FTE
3
|
390
|
|
|
423
|
|
|
(52
|
)
|
|
(26
|
)
|
|
(100
|
)
|
|
635
|
|
||||||
Net income/(loss) including income attributable to noncontrolling interest
|
671
|
|
|
896
|
|
|
(52
|
)
|
|
448
|
|
|
(178
|
)
|
|
1,785
|
|
||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
||||||
Net income/(loss)
|
|
$671
|
|
|
|
$896
|
|
|
|
($52
|
)
|
|
|
$437
|
|
|
|
($178
|
)
|
|
|
$1,774
|
|
(Dollars in millions)
|
Securities AFS
|
|
Derivative Instruments
|
|
Brokered Time Deposits
|
|
Long-Term Debt
|
|
Employee Benefit Plans
|
|
Total
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
$135
|
|
|
|
$87
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($682
|
)
|
|
|
($460
|
)
|
Cumulative credit risk adjustment
1
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Net unrealized losses arising during the period
|
(194
|
)
|
|
(91
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(288
|
)
|
||||||
Amounts reclassified to net income
|
(3
|
)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
88
|
|
|
(68
|
)
|
||||||
Other comprehensive (loss)/income, net of tax
|
(197
|
)
|
|
(244
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
88
|
|
|
(356
|
)
|
||||||
Balance, end of period
|
|
($62
|
)
|
|
|
($157
|
)
|
|
|
($1
|
)
|
|
|
($7
|
)
|
|
|
($594
|
)
|
|
|
($821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
$298
|
|
|
|
$97
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($517
|
)
|
|
|
($122
|
)
|
Net unrealized (losses)/gains arising during the period
|
(150
|
)
|
|
154
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Amounts reclassified to net income
|
(13
|
)
|
|
(164
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
(342
|
)
|
||||||
Other comprehensive loss, net of tax
|
(163
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|
(338
|
)
|
||||||
Balance, end of period
|
|
$135
|
|
|
|
$87
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($682
|
)
|
|
|
($460
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
($77
|
)
|
|
|
$279
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($491
|
)
|
|
|
($289
|
)
|
Net unrealized gains arising during the period
|
366
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
428
|
|
||||||
Amounts reclassified to net income
|
9
|
|
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(261
|
)
|
||||||
Other comprehensive income/(loss), net of tax
|
375
|
|
|
(182
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
167
|
|
||||||
Balance, end of period
|
|
$298
|
|
|
|
$97
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($517
|
)
|
|
|
($122
|
)
|
(Dollars in millions)
|
|
Year Ended December 31
|
|
Impacted Line Item in the Consolidated Statements of Income
|
||||||||||
Details About AOCI Components
|
|
2016
|
|
2015
|
|
2014
|
|
|||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
||||||
Realized (gains)/losses on securities AFS
|
|
|
($4
|
)
|
|
|
($21
|
)
|
|
|
$15
|
|
|
Net securities gains/(losses)
|
Tax effect
|
|
1
|
|
|
8
|
|
|
(6
|
)
|
|
Provision for income taxes
|
|||
|
|
(3
|
)
|
|
(13
|
)
|
|
9
|
|
|
|
|||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
||||||
Realized gains on cash flow hedges
|
|
(244
|
)
|
|
(261
|
)
|
|
(387
|
)
|
|
Interest and fees on loans
|
|||
Tax effect
|
|
91
|
|
|
97
|
|
|
143
|
|
|
Provision for income taxes
|
|||
|
|
(153
|
)
|
|
(164
|
)
|
|
(244
|
)
|
|
|
|||
Employee Benefit Plans:
|
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
Employee benefits
|
|||
Amortization of actuarial loss
|
|
25
|
|
|
21
|
|
|
16
|
|
|
Employee benefits
|
|||
Adjustment to funded status of employee benefit obligation
|
|
121
|
|
|
(283
|
)
|
|
(51
|
)
|
|
Other assets/other liabilities
|
|||
|
|
140
|
|
|
(268
|
)
|
|
(41
|
)
|
|
|
|||
Tax effect
|
|
(52
|
)
|
|
103
|
|
|
15
|
|
|
Provision for income taxes
|
|||
|
|
88
|
|
|
(165
|
)
|
|
(26
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications from AOCI to net income
|
|
|
($68
|
)
|
|
|
($342
|
)
|
|
|
($261
|
)
|
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Income
|
|
|
|
|
|
||||||
Dividends
1
|
|
$1,300
|
|
|
|
$1,159
|
|
|
|
$1,057
|
|
Interest from loans to subsidiaries
|
15
|
|
|
8
|
|
|
7
|
|
|||
Trading gains/(losses)
|
2
|
|
|
(1
|
)
|
|
10
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
105
|
|
|||
Other income
|
12
|
|
|
15
|
|
|
13
|
|
|||
Total income
|
1,329
|
|
|
1,181
|
|
|
1,192
|
|
|||
Expense
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
2
|
|
|
1
|
|
|
7
|
|
|||
Interest on long-term debt
|
140
|
|
|
128
|
|
|
122
|
|
|||
Employee compensation and benefits
2
|
57
|
|
|
69
|
|
|
42
|
|
|||
Service fees to subsidiaries
|
12
|
|
|
6
|
|
|
10
|
|
|||
Other expense
|
24
|
|
|
21
|
|
|
11
|
|
|||
Total expense
|
235
|
|
|
225
|
|
|
192
|
|
|||
Income before income tax benefit and equity in undistributed income of subsidiaries
|
1,094
|
|
|
956
|
|
|
1,000
|
|
|||
Income tax benefit
|
59
|
|
|
61
|
|
|
2
|
|
|||
Income before equity in undistributed income of subsidiaries
|
1,153
|
|
|
1,017
|
|
|
1,002
|
|
|||
Equity in undistributed income of subsidiaries
|
725
|
|
|
916
|
|
|
772
|
|
|||
Net income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Preferred dividends
|
|
($66
|
)
|
|
|
($64
|
)
|
|
|
($42
|
)
|
Dividends and undistributed earnings allocated to unvested shares
|
(1
|
)
|
|
(6
|
)
|
|
(10
|
)
|
|||
Net income available to common shareholders
|
|
$1,811
|
|
|
|
$1,863
|
|
|
|
$1,722
|
|
|
December 31
|
||||||
(Dollars in millions)
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
$535
|
|
|
|
$478
|
|
Interest-bearing deposits held at SunTrust Bank
|
1,126
|
|
|
2,115
|
|
||
Interest-bearing deposits held at other banks
|
23
|
|
|
22
|
|
||
Cash and cash equivalents
|
1,684
|
|
|
2,615
|
|
||
Trading assets and derivative instruments
|
—
|
|
|
8
|
|
||
Securities available for sale
|
147
|
|
|
198
|
|
||
Loans to subsidiaries
|
2,516
|
|
|
1,627
|
|
||
Investment in capital stock of subsidiaries stated on the basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
||||
Banking subsidiaries
|
23,617
|
|
|
23,324
|
|
||
Nonbanking subsidiaries
|
1,359
|
|
|
1,291
|
|
||
Goodwill
|
211
|
|
|
211
|
|
||
Other assets
|
528
|
|
|
382
|
|
||
Total assets
|
|
$30,062
|
|
|
|
$29,656
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Subsidiaries
|
|
$283
|
|
|
|
$178
|
|
Non-affiliated companies
|
483
|
|
|
582
|
|
||
Long-term debt:
|
|
|
|
||||
Non-affiliated companies
|
4,950
|
|
|
4,772
|
|
||
Other liabilities
|
831
|
|
|
795
|
|
||
Total liabilities
|
6,547
|
|
|
6,327
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock
|
1,225
|
|
|
1,225
|
|
||
Common stock
|
550
|
|
|
550
|
|
||
Additional paid-in capital
|
9,010
|
|
|
9,094
|
|
||
Retained earnings
|
16,000
|
|
|
14,686
|
|
||
Treasury stock, at cost, and other
1
|
(2,449
|
)
|
|
(1,766
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(821
|
)
|
|
(460
|
)
|
||
Total shareholders’ equity
|
23,515
|
|
|
23,329
|
|
||
Total liabilities and shareholders’ equity
|
|
$30,062
|
|
|
|
$29,656
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
|
$1,878
|
|
|
|
$1,933
|
|
|
|
$1,774
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
(105
|
)
|
|||
Equity in undistributed income of subsidiaries
|
(725
|
)
|
|
(916
|
)
|
|
(772
|
)
|
|||
Depreciation, amortization, and accretion
|
3
|
|
|
6
|
|
|
5
|
|
|||
Deferred income tax expense/(benefit)
|
11
|
|
|
(4
|
)
|
|
35
|
|
|||
Stock-based compensation
|
3
|
|
|
11
|
|
|
21
|
|
|||
Net securities losses
|
—
|
|
|
—
|
|
|
2
|
|
|||
Net (increase)/decrease in other assets
1
|
(129
|
)
|
|
(72
|
)
|
|
207
|
|
|||
Net increase/(decrease) in other liabilities
1
|
62
|
|
|
(28
|
)
|
|
29
|
|
|||
Net cash provided by operating activities
|
1,103
|
|
|
930
|
|
|
1,196
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
49
|
|
|
66
|
|
|
71
|
|
|||
Proceeds from sales of securities available for sale
|
4
|
|
|
—
|
|
|
21
|
|
|||
Purchases of securities available for sale
|
(4
|
)
|
|
(15
|
)
|
|
(26
|
)
|
|||
Proceeds from sales of auction rate securities
|
—
|
|
|
—
|
|
|
59
|
|
|||
Net (increase)/decrease in loans to subsidiaries
|
(889
|
)
|
|
1,042
|
|
|
(1,518
|
)
|
|||
Proceeds from sale of subsidiary
|
—
|
|
|
—
|
|
|
193
|
|
|||
Net capital contributions to subsidiaries
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||
Other, net
|
(3
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Net cash (used in)/provided by investing activities
|
(843
|
)
|
|
1,091
|
|
|
(1,242
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net increase/(decrease) in short-term borrowings
|
5
|
|
|
(763
|
)
|
|
(686
|
)
|
|||
Proceeds from long-term debt
|
2,005
|
|
|
—
|
|
|
723
|
|
|||
Repayment of long-term debt
|
(1,784
|
)
|
|
(29
|
)
|
|
(5
|
)
|
|||
Proceeds from the issuance of preferred stock
|
—
|
|
|
—
|
|
|
496
|
|
|||
Repurchase of common stock
|
(806
|
)
|
|
(679
|
)
|
|
(458
|
)
|
|||
Repurchase of common stock warrants
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Common and preferred dividends paid
|
(564
|
)
|
|
(539
|
)
|
|
(409
|
)
|
|||
Taxes paid related to net share settlement of equity awards
1
|
(48
|
)
|
|
(36
|
)
|
|
(16
|
)
|
|||
Proceeds from the exercise of stock options
1
|
25
|
|
|
17
|
|
|
10
|
|
|||
Net cash used in financing activities
|
(1,191
|
)
|
|
(2,029
|
)
|
|
(345
|
)
|
|||
Net decrease in cash and cash equivalents
|
(931
|
)
|
|
(8
|
)
|
|
(391
|
)
|
|||
Cash and cash equivalents at beginning of period
|
2,615
|
|
|
2,623
|
|
|
3,014
|
|
|||
Cash and cash equivalents at end of period
|
|
$1,684
|
|
|
|
$2,615
|
|
|
|
$2,623
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes paid to subsidiaries
|
|
($886
|
)
|
|
|
($499
|
)
|
|
|
($219
|
)
|
Income taxes received by Parent Company
|
812
|
|
|
481
|
|
|
171
|
|
|||
Net income taxes paid by Parent Company
|
|
($74
|
)
|
|
|
($18
|
)
|
|
|
($48
|
)
|
Interest paid
|
|
$135
|
|
|
|
$130
|
|
|
|
$131
|
|
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 ACCOUNTANT FEES AND SERVICES
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Exhibit
|
|
Description
|
|
|
4.8
|
|
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.
|
|
*
|
|
|
|
|
|
4.9
|
|
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.
|
|
*
|
|
|
|
|
|
4.10
|
|
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.
|
|
*
|
|
|
|
|
|
4.11
|
|
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.
|
|
*
|
|
|
|
|
|
4.12
|
|
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
|
|
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.
|
|
*
|
|
|
|
|
|
4.14
|
|
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.
|
|
*
|
|
|
|
|
|
4.15
|
|
Form of Series E Preferred Stock Certificate,
incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed December 20, 2012.
|
|
*
|
|
|
|
|
|
4.16
|
|
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,
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,
as amended and restated as of August 11, 2015, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 13, 2015, 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; (xxvi) Form of Restricted Stock Unit Agreement, 2014 Return on Tangible Common Equity (corrected); (xxvii) Form of Restricted Stock Unit Agreement, 2015 Return on Tangible Common Equity; (xxviii) Form of Restricted Stock Unit Agreement, 2015 Type I, three-year cliff; (xxix) Form of Restricted Stock Unit Agreement, 2016 Return on Tangible Common Equity; (xxx) Form of Restricted Stock Unit Agreement, 2016 Retention I; (xxxi) Form of Restricted Stock Unit Agreement, 2016 Retention II; and (xxxii) Form of Restricted Stock Unit Award Agreement, 2016 ROTCE/TSR,
incorporated by reference to
(i) Exhibit 10.1.1 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (ii) Exhibit 10.1.2 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (iii) Exhibit 10.3 of the Company's Current Report on Form 8-K filed April 4, 2011; (iv) Exhibit 10.1.4 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (v) Exhibit 10.1.3 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (vi) Exhibit 10.1.6 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (vii) Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed November 5, 2010; (viii) Exhibit 10.1.7 to the Company's Registration Statement No. 333-158866 on Form S-8 filed April 28, 2009; (ix) Exhibit 10.1 of the Company's Current Report on Form 8-K/A filed April 27, 2011; (x) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 4, 2011; (xi) Exhibit 10.2 of the Company's Current Report on Form 8-K/A filed January 13, 2010; (xii) Exhibit 10.5 of the Company's Current Report on Form 8-K filed January 6, 2011; (xiii) Exhibit 10.1 of the Company's Current Report on Form 8-K filed April 27, 2011; (xiv) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 27, 2011; (xv) to (xix) Exhibits 10.26 to 10.30 to the Company's Annual Report on Form 10-K filed February 24, 2012; (xx) Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 1, 2012; (xxi) Exhibit 10.23 of the Company's Annual Report on Form 10-K filed February 27, 2013; (xxii) Exhibit 10.24 of the Company's Annual Report on Form 10-K filed February 27, 2013; (xxiii) Exhibit 10.17 of the Company's Annual Report on Form 10-K filed February 24, 2014; (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; (xxvi) Exhibit 10.17 to Annual Report on Form 10-K filed February 24, 2015; (xxvii) Exhibit 10.18 to Annual Report on Form 10-K filed February 24, 2015; (xxviii) Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2015; (xxix) Exhibit 10.7 to Annual Report on Form 10-K filed February 23, 2016; (xxx) Exhibit 10.1 to Current Report on Form 8-K filed February 12, 2016; (xxxi) Exhibit 10.2 to Current Report on Form 8-K filed February 12, 2016; and (xxxii) Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed May 4, 2016.
|
|
*
|
|
|
|
|
|
10.3
|
|
SunTrust Banks, Inc. 2004 Stock Plan,
effective April 20, 2004, as amended and restated February 12, 2008, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed February 15, 2008, as further amended effective January 1, 2009, incorporated by reference to Exhibit 10.14 to the Registrant's Current Report on Form 8-K filed January 7, 2009, together with (i) Form of Non-Qualified Stock Option Agreement, (ii) Form of Restricted Stock Agreement, (iii) Form of Director Restricted Stock Agreement, and (iv) Form of Director Restricted Stock Unit Agreement, incorporated by reference to (i) Exhibit 10.70 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, (ii)Exhibit 10.71 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, (iii) Exhibit 10.72 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006, and (iv) Exhibit 10.74 of the Registrant's Quarterly Report on Form 10-Q filed May 8, 2006.
|
|
*
|
|
|
|
|
|
10.4
|
|
SunTrust Banks, Inc. 2000 Stock Plan,
effective February 8, 2000, and amendments effective January 1, 2005, November 14, 2006, and January 1, 2009, incorporated by reference to Exhibit A to Registrant's 2000 Proxy Statement on Form 14A (File No. 001-08918), to Exhibits 10.1 and 10.2 to the Registrant's Current Report on Form 8-K filed February 16, 2007, and to Exhibit 10.12 to the Registrant's Current Report on Form 8-K filed January 7, 2009.
|
|
*
|
Exhibit
|
|
Description
|
|
|
|
|
|
|
|
10.5
|
|
GB&T Bancshares, Inc. Stock Option Plan of 1997,
incorporated by reference to Exhibit 10.6 to the annual report on Form 10-K of GB&T Bancshares Inc. filed March 31, 2003 (File No. 005-82430).
|
|
*
|
|
|
|
|
|
10.6
|
|
GB&T Bancshares, Inc. 2007 Omnibus Long-Term Incentive Plan,
incorporated by reference to Appendix A to the definitive proxy statement of GB&T Bancshares Inc. filed April 18, 2007 (File No. 005-82430).
|
|
*
|
|
|
|
|
|
10.7
|
|
SunTrust Banks, Inc. Supplemental Executive Retirement Plan,
amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011, as further amended by Amendment Number One, effective as of January 1, 2012, incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
10.8
|
|
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.
|
|
*
|
|
|
|
|
|
10.9
|
|
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.
|
|
*
|
|
|
|
|
|
10.10
|
|
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.
|
|
*
|
|
|
|
|
|
10.11
|
|
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.
|
|
*
|
|
|
|
|
|
10.12
|
|
SunTrust Banks, Inc. Deferred Compensation Plan,
amended and restated effective as of January 1, 2015, incorporated by reference to Exhibit 10.10 to Annual Report on Form 10-K filed February 24, 2015.
|
|
*
|
|
|
|
|
|
10.13
|
|
SunTrust Banks, Inc. 401(k) Plan,
amended and restated effective as of January 1, 2016.
|
|
**
|
|
|
|
|
|
10.14
|
|
SunTrust Banks, Inc. 401(k) Plan Trust Agreement,
amended and restated as of July 1, 2011, incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
*
|
|
|
|
|
|
10.15
|
|
Consent Order
dated April 13, 2011 by and among the Board of Governors of the Federal Reserve System, SunTrust Banks, Inc.; SunTrust Bank; and SunTrust Mortgage, Inc., incorporated by reference to Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q filed August 9, 2011, as amended February 28, 2013, such amendment incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed May 7, 2013.
|
|
*
|
|
|
|
|
|
10.16
|
|
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.
|
|
*
|
|
|
|
|
|
10.17
|
|
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.
|
|
*
|
|
|
|
|
|
10.18
|
|
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.
|
|
*
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
|
10.19
|
|
Form of Performance Vested Restricted Stock Unit Award Agreement,
2017, (ROTCE/TSR).
|
|
**
|
|
|
|
|
|
10.20
|
|
Form of Time Vested Restricted Stock Unit Award Agreement,
2017, Type I (VIR).
|
|
**
|
|
|
|
|
|
10.21
|
|
Form of Time Vested Restricted Stock Unit Award Agreement,
2017, Type II.
|
|
**
|
|
|
|
|
|
12.1
|
|
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
|
|
**
|
|
|
|
|
|
21.1
|
|
Registrant's Subsidiaries.
|
|
**
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
**
|
|
|
|
|
|
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.
|
|
**
|
|
|
|
|
|
99.1
|
|
Recoupment Policy,
incorporated by reference to Exhibit 99.1 to Form 10-K filed February 23, 2016.
|
|
*
|
|
|
|
|
|
101.1
|
|
Interactive Data File.
|
|
**
|
*
|
incorporated by reference
|
**
|
filed herewith
|
|
|
|
|
|
SUNTRUST BANKS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By: /s/ William H. Rogers, Jr.
|
|
|
|
William H. Rogers, Jr.,
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
Signatures
|
|
Date
|
|
Title
|
|
|
|
|
|
Principal Executive Officer:
|
|
|
|
|
/s/ William H. Rogers, Jr.
|
|
February 14, 2017
|
Chairman of the Board (Director) and
|
|
William H. Rogers, Jr.
|
|
Date
|
Chief Executive Officer
|
|
|
|
|
|
|
Principal Financial Officer:
|
|
|
|
|
/s/ Aleem Gillani
|
|
February 15, 2017
|
Corporate Executive Vice President and
|
|
Aleem Gillani
|
|
Date
|
Chief Financial Officer
|
|
|
|
|
|
|
Principal Accounting Officer:
|
|
|
|
|
/s/ Thomas E. Panther
|
|
February 24, 2017
|
Senior Vice President, Director of Corporate
|
|
Thomas E. Panther
|
|
Date
|
Finance & Controller
|
|
|
|
|
||
Directors:
|
|
|
|
|
/s/ Dallas S. Clement
|
|
February 14, 2017
|
Director
|
|
Dallas S. Clement
|
|
Date
|
|
|
|
|
|
|
|
/s/ Paul R. Garcia
|
|
February 14, 2017
|
Director
|
|
Paul R. Garcia
|
|
Date
|
|
|
|
|
|
|
|
/s/ M. Douglas Ivester
|
|
February 14, 2017
|
Director
|
|
M. Douglas Ivester
|
|
Date
|
|
|
|
|
|
|
|
/s/ Kyle Prechtl Legg
|
|
February 14, 2017
|
Director
|
|
Kyle Prechtl Legg
|
|
Date
|
|
|
|
|
|
|
|
/s/ Donna S. Morea
|
|
February 14, 2017
|
Director
|
|
Donna S. Morea
|
|
Date
|
|
|
|
|
|
||
/s/ David M. Ratcliffe
|
|
February 14, 2017
|
Director
|
|
David M. Ratcliffe
|
|
Date
|
|
|
|
|
|
|
|
/s/ Frank P. Scruggs, Jr.
|
|
February 14, 2017
|
Director
|
|
Frank P. Scruggs, Jr.
|
|
Date
|
|
|
|
|
|
||
______________
|
|
_________________
|
Director
|
|
Bruce L. Tanner
|
|
Date
|
|
|
|
|
|
|
|
/s/ Thomas R. Watjen
|
|
February 14, 2017
|
Director
|
|
Thomas R. Watjen
|
|
Date
|
|
|
|
|
|
||
/s/ Dr. Phail Wynn, Jr.
|
|
February 14, 2017
|
Director
|
|
Dr. Phail Wynn, Jr.
|
|
Date
|
|
|
|
|
Page
|
|
|
INTRODUCTION
|
1
|
|
|||
ARTICLE 1 DEFINITIONS
|
5
|
|
|||
1.1
|
|
Accounts
|
5
|
|
|
|
(a)
|
Employer Contribution Account
|
6
|
|
|
|
(b)
|
Employee Contribution Account
|
7
|
|
|
1.2
|
|
Acquisition Loan
|
7
|
|
|
1.3
|
|
After-Tax Account.
|
7
|
|
|
1.4
|
|
Annual Addition Limit
|
7
|
|
|
1.5
|
|
Automatic Enrollee (also called Auto-Enrollee)
|
7
|
|
|
1.6
|
|
Automatic Enrollment Percentage (also called Auto-Percentages)
|
7
|
|
|
1.7
|
|
Before-Tax Account.
|
8
|
|
|
1.8
|
|
Benefits Committee
|
8
|
|
|
1.9
|
|
Board
|
8
|
|
|
1.10
|
|
Catch-Up Contribution.
|
8
|
|
|
1.11
|
|
Code
|
8
|
|
|
1.12
|
|
Committee or Committees
|
8
|
|
|
1.13
|
|
Company
|
8
|
|
|
1.14
|
|
Compensation.
|
8
|
|
|
|
(a)
|
Contributions.
|
8
|
|
|
|
(b)
|
Deductibility of Employer Contributions
|
9
|
|
|
|
(c)
|
Statutory Limit.
|
9
|
|
|
1.15
|
|
Contributions.
|
10
|
|
|
|
(a)
|
Employer Contributions.
|
10
|
|
|
|
(b)
|
Employee Contributions.
|
11
|
|
|
|
(c)
|
Rollover Contribution
|
12
|
|
|
1.16
|
|
Controlled Group
|
12
|
|
|
1.17
|
|
Designated Roth Account.
|
12
|
|
|
1.18
|
|
Designated Roth Contribution.
|
12
|
|
|
1.19
|
|
Disability (or Disabled)
|
12
|
|
|
1.20
|
|
Dollar Limit
|
13
|
|
|
1.21
|
|
Effective Date
|
13
|
|
|
1.22
|
|
Elective Deferrals.
|
13
|
|
|
1.23
|
|
Employee
|
13
|
|
|
1.24
|
|
Employee Contributions.
|
14
|
|
|
1.25
|
|
Employee Contributions Accounts.
|
14
|
|
|
1.26
|
|
Employer
|
14
|
|
|
1.27
|
|
Employer Contributions.
|
14
|
|
|
1.28
|
|
Employer Contribution Accounts.
|
14
|
|
|
1.29
|
|
Employer Stock
|
14
|
|
|
1.30
|
|
Employer Stock Fund
|
14
|
|
1.31
|
|
Employment
|
15
|
|
|
1.32
|
|
Employment Date
|
15
|
|
|
1.33
|
|
ERISA.
|
15
|
|
|
1.34
|
|
ESOP
|
15
|
|
|
1.35
|
|
Excess 402(g) Contributions
|
15
|
|
|
1.36
|
|
Fiduciary
|
15
|
|
|
1.37
|
|
Finance Committee
|
16
|
|
|
1.38
|
|
Fair Market Value
|
16
|
|
|
1.39
|
|
Financed Shares
|
16
|
|
|
1.40
|
|
Five-Year Break.
|
16
|
|
|
1.41
|
|
HCE Group
|
16
|
|
|
1.42
|
|
Highly COmpensated Employee (HCE)
|
16
|
|
|
1.43
|
|
Matching Account
|
17
|
|
|
1.44
|
|
Matching Contributions.
|
17
|
|
|
1.45
|
|
Merged Plan
|
17
|
|
|
1.46
|
|
NCE Group
|
17
|
|
|
1.47
|
|
Non-Highly Compensated Employee (NCE)
|
17
|
|
|
1.48
|
|
Non-Matching Account.
|
17
|
|
|
1.49
|
|
One-Year Break
|
17
|
|
|
1.50
|
|
Participant
|
17
|
|
|
1.51
|
|
Plan
|
18
|
|
|
1.52
|
|
Plan Administrator
|
18
|
|
|
1.53
|
|
Plan Percentage Limit
|
18
|
|
|
1.54
|
|
Plan Year
|
18
|
|
|
1.55
|
|
Qualified Automatic Contribution Arrangement (QACA)
|
18
|
|
|
1.56
|
|
Qualified Domestic Relations Order (QDRO)
|
18
|
|
|
1.57
|
|
Qualified Military Service
|
18
|
|
|
1.58
|
|
Qualified Reservist Distribution.
|
19
|
|
|
1.59
|
|
Qualified Roth Distribution
|
19
|
|
|
1.60
|
|
Rollover Contribution.
|
19
|
|
|
1.61
|
|
Roth Account.
|
19
|
|
|
1.62
|
|
Roth Contribution.
|
19
|
|
|
1.63
|
|
Service Center
|
19
|
|
|
1.64
|
|
Share Units.
|
19
|
|
|
1.65
|
|
Spouse
|
19
|
|
|
1.66
|
|
Suspense Account
|
20
|
|
|
1.67
|
|
Termination Date
|
20
|
|
|
1.68
|
|
True-Up Matching Contribution.
|
20
|
|
|
1.69
|
|
Trust (or Trust Fund)
|
21
|
|
|
1.70
|
|
Trust Agreement
|
21
|
|
|
1.71
|
|
Trustee
|
21
|
|
|
1.72
|
|
Valuation Date
|
21
|
|
|
1.73
|
|
Vesting Service (also called Years of Service)
|
21
|
|
|
|
(a)
|
Computation.
|
21
|
|
|
|
(b)
|
Leaves of Absence.
|
21
|
|
|
|
(c)
|
Employment with a Controlled Group Member.
|
23
|
|
|
(d)
|
Period Before an Employer Adopted the Plan.
|
23
|
|
|
|
(e)
|
Credit for Employment Before a Five-Year Break.
|
23
|
|
|
|
(f)
|
Service Spanning
|
23
|
|
|
|
(g)
|
Change from Covered Classification.
|
24
|
|
|
1.74
|
|
Year of Service
|
24
|
|
|
ARTICLE 2 ELIGIBILITY
|
25
|
|
|||
2.1
|
|
Eligibility
|
25
|
|
|
|
(a)
|
Automatic Enrollment
|
25
|
|
|
|
(b)
|
Participation in Another Controlled Group Plan.
|
25
|
|
|
|
(c)
|
Mergers and Acquisitions.
|
25
|
|
|
2.2
|
|
Participation Upon Reemployment
|
26
|
|
|
|
(a)
|
Vested Participant.
|
26
|
|
|
|
(b)
|
Non-Vested Participant.
|
26
|
|
|
|
(c)
|
Non-Participating Employee.
|
26
|
|
|
2.3
|
|
Leased Employees and Independent Contractors
|
27
|
|
|
2.4
|
|
Participating Employers.
|
27
|
|
|
ARTICLE 3 CONTRIBUTIONS
|
28
|
|
|||
3.1
|
|
Employee Contributions - Elective Deferrals and Roth Contributions
|
28
|
|
|
|
(a)
|
Amount Permitted.
|
28
|
|
|
|
(b)
|
Before-Tax and/or After-Tax Employee Contributions.
|
29
|
|
|
|
(c)
|
Special Pay.
|
30
|
|
|
|
(d)
|
Catch-Up Contributions.
|
30
|
|
|
|
(e)
|
Make-Up Contributions After Qualified Military Service.
|
32
|
|
|
|
(f)
|
Vesting.
|
33
|
|
|
|
(g)
|
Initial Election to Contribute.
|
33
|
|
|
|
(h)
|
Modification.
|
33
|
|
|
|
(i)
|
Cessation.
|
34
|
|
|
3.2
|
|
Employer Contributions.
|
34
|
|
|
|
(a)
|
Matching Contribution.
|
34
|
|
|
|
(b)
|
Employer Discretionary Contributions.
|
35
|
|
|
|
(c)
|
Special One-Time Employer Discretionary Contribution.
|
36
|
|
|
|
(d)
|
Investment of Matching and Employer Discretionary Contributions.
|
36
|
|
|
|
(e)
|
Vesting and Forfeitures.
|
37
|
|
|
|
(f)
|
Make-Up Contributions After Qualified Military Leave.
|
37
|
|
|
|
(g)
|
Acquisition Loan Repayments.
|
38
|
|
|
|
(h)
|
Exclusive Benefit of Participants.
|
38
|
|
|
|
(i)
|
Contributions Limited to Tax Deductible Amounts.
|
38
|
|
|
3.3
|
|
Rollover Contributions.
|
39
|
|
|
|
(a)
|
Eligible Rollover Distribution.
|
39
|
|
|
|
(b)
|
Roth Contributions.
|
40
|
|
|
|
(c)
|
Rollover or Direct Plan Transfer.
|
40
|
|
|
|
(d)
|
Timing.
|
40
|
|
|
|
(e)
|
Required Information.
|
41
|
|
|
|
(f)
|
Prohibited Rollovers and Transfers.
|
41
|
|
|
|
(g)
|
Refund of Prohibited Rollovers.
|
41
|
|
|
|
(h)
|
Reliance on Employee’s Representations.
|
41
|
|
3.4
|
|
Acquisition Loans.
|
42
|
|
|
|
(a)
|
Eligible Lenders.
|
42
|
|
|
|
(b)
|
Loan Terms.
|
42
|
|
|
|
(c)
|
Repayment.
|
42
|
|
|
|
(d)
|
Collateral and Security.
|
42
|
|
|
|
(e)
|
Suspense Account.
|
43
|
|
|
|
(f)
|
Release of Financed Shares from Suspense Account.
|
43
|
|
|
|
(g)
|
Default
|
44
|
|
|
3.5
|
|
Purchase and Sale of Employer Stock.
|
44
|
|
|
3.6
|
|
Transfer to the Trustee.
|
44
|
|
|
3.7
|
|
Elective Account Transfers.
|
45
|
|
|
ARTICLE 4 ALLOCATIONS
|
46
|
|
|||
4.1
|
|
Adjustments to Account Balances.
|
46
|
|
|
|
(a)
|
Regular Valuation Dates.
|
46
|
|
|
|
(b)
|
Administrative Fees.
|
46
|
|
|
|
(c)
|
Dividends on Employer Stock.
|
46
|
|
|
|
(d)
|
Valuations Binding.
|
46
|
|
|
|
(e)
|
Statement of Account Balances.
|
46
|
|
|
|
(f)
|
Correction of Administrative Mistakes.
|
47
|
|
|
|
(g)
|
Return of Employer Contributions.
|
47
|
|
|
4.2
|
|
Investments.
|
48
|
|
|
|
(a)
|
Investment Funds.
|
48
|
|
|
|
(b)
|
Compliance with ERISA Section 404(c).
|
48
|
|
|
|
(c)
|
Employer Stock Fund.
|
48
|
|
|
|
(d)
|
Investment Elections.
|
49
|
|
|
|
(e)
|
Change in Investment Election.
|
49
|
|
|
|
(f)
|
Insider Trading Rules.
|
50
|
|
|
|
(g)
|
Fund Transfer Restrictions.
|
50
|
|
|
|
(h)
|
Diversification Elections.
|
51
|
|
|
|
(i)
|
Reinvestment of Earnings.
|
51
|
|
|
|
(j)
|
Investment Expenses.
|
51
|
|
|
|
(k)
|
Special Election Rules.
|
51
|
|
|
4.3
|
|
Voting Rights.
|
51
|
|
|
4.4
|
|
Tender Offers.
|
52
|
|
|
ARTICLE 5 IN-SERVICE WITHDRAWALS AND LOANS
|
52
|
|
|||
5.1
|
|
Withdrawals Without a Hardship.
|
52
|
|
|
|
(a)
|
Types of In-Service Withdrawals.
|
53
|
|
|
|
(b)
|
Designated Roth Account.
|
54
|
|
|
|
(c)
|
Available Amount.
|
54
|
|
|
|
(d)
|
Order of Withdrawal from Accounts.
|
55
|
|
|
|
(e)
|
Pro Rata Withdrawals from Investment Funds.
|
55
|
|
|
|
(f)
|
Withdrawals of Money Purchase Plan Balances.
|
55
|
|
|
5.2
|
|
Hardship Withdrawals.
|
55
|
|
|
|
(a)
|
Available Amount.
|
56
|
|
|
|
(b)
|
Events Creating Immediate and Heavy Financial Need (Events Test).
|
56
|
|
|
|
(c)
|
Withdrawal Necessary to Meet Need (Needs Test).
|
58
|
|
|
(d)
|
Nondiscrimination.
|
58
|
|
|
|
(e)
|
Reliance on Participant's Representations.
|
58
|
|
|
5.3
|
|
Loans.
|
59
|
|
|
|
(a)
|
Application and Eligibility.
|
59
|
|
|
|
(b)
|
Available Amount.
|
59
|
|
|
|
(c)
|
Order of Account Liquidation.
|
59
|
|
|
|
(d)
|
Loan Origination Fees.
|
60
|
|
|
|
(e)
|
Frequency of Loans.
|
60
|
|
|
|
(f)
|
Interest.
|
60
|
|
|
|
(g)
|
Security.
|
60
|
|
|
|
(h)
|
Term.
|
61
|
|
|
|
(i)
|
Repayment.
|
61
|
|
|
|
(j)
|
Default.
|
61
|
|
|
|
(k)
|
Suspension of Repayments During Qualified Military Service Leave.
|
62
|
|
|
|
(l)
|
Suspension of Repayments During Unpaid Leave of Absence.
|
62
|
|
|
|
(m)
|
Loans from Money Purchase Plan Balances.
|
63
|
|
|
|
(n)
|
Revisions to Loan Rules and Procedures.
|
63
|
|
|
5.4
|
|
Direct Rollover.
|
63
|
|
|
ARTICLE 6 POST-EMPLOYMENT DISTRIBUTIONS
|
64
|
|
|||
6.1
|
|
Distribution Events.
|
64
|
|
|
|
(a)
|
Termination of Employment or Disability.
|
64
|
|
|
|
(b)
|
Death.
|
64
|
|
|
|
(c)
|
Employer-Initiated Transfer.
|
64
|
|
|
|
(d)
|
Employee-Initiated Voluntary Direct Transfers (Change in Employment Transfer).
|
65
|
|
|
|
(e)
|
Plan Termination.
|
65
|
|
|
|
(f)
|
Qualified Military Service.
|
65
|
|
|
6.2
|
|
Amount of Payment.
|
66
|
|
|
6.3
|
|
Distributions from Designated Roth Accounts.
|
66
|
|
|
|
(a)
|
Qualified Roth Distribution.
|
66
|
|
|
|
(b)
|
Distributions to Alternative Payee or Beneficiary.
|
66
|
|
|
|
(c)
|
Nonqualified Distribution.
|
66
|
|
|
6.4
|
|
Timing of Payment.
|
67
|
|
|
|
(a)
|
Payment to a Participant.
|
67
|
|
|
|
(b)
|
Payment to a Beneficiary.
|
67
|
|
|
|
(c)
|
Notice of Consequences of Failure to Defer.
|
67
|
|
|
6.5
|
|
Forms of Payment.
|
68
|
|
|
|
(a)
|
Account Balance Over $1,000.
|
68
|
|
|
|
(b)
|
Account Balance Not Over $1,000.
|
68
|
|
|
6.6
|
|
Medium of Payment.
|
69
|
|
|
6.7
|
|
Required Minimum Distribution Rules.
|
70
|
|
|
|
(a)
|
Applicable Definitions.
|
70
|
|
|
|
(b)
|
Separate Accounts for Multiple Beneficiaries.
|
71
|
|
|
|
(c)
|
Participant’s Death Before his/her Required Beginning Date.
|
72
|
|
|
|
(d)
|
Participant’s Death After his/her Required Beginning Date.
|
73
|
|
|
|
(e)
|
Qualified Domestic Relations Orders (QDRO).
|
75
|
|
|
|
(f)
|
Trust as Designated Beneficiary.
|
75
|
|
|
(g)
|
Election to Allow Participants or Beneficiaries to Elect Five-Year Rule.
|
75
|
|
|
|
(h)
|
Age 65 Payment Rule.
|
76
|
|
|
|
(i)
|
Suspension of Required Minimum Distributions During 2009.
|
76
|
|
|
6.8
|
|
Beneficiary Designation.
|
77
|
|
|
|
(a)
|
Procedure.
|
77
|
|
|
|
(b)
|
Waiver of Spouse’s Rights.
|
77
|
|
|
|
(c)
|
Disclaimer of Beneficiary Status.
|
78
|
|
|
|
(d)
|
Judicial Determination.
|
78
|
|
|
6.9
|
|
Payment to a Representative.
|
78
|
|
|
|
(a)
|
On Behalf of a Participant.
|
78
|
|
|
|
(b)
|
On Behalf of a Minor or Incompetent Beneficiary.
|
78
|
|
|
6.10
|
|
Unclaimed Benefits.
|
79
|
|
|
6.11
|
|
Direct Rollover of Eligible Distributions.
|
79
|
|
|
|
(a)
|
Applicable Definitions.
|
79
|
|
|
|
(b)
|
Persons Eligible to Direct a Rollover.
|
80
|
|
|
|
(c)
|
Written Notice.
|
80
|
|
|
|
(d)
|
Rollover Procedures.
|
81
|
|
|
ARTICLE 7 LIMITATIONS ON CONTRIBUTIONS
|
82
|
|
|||
7.1
|
|
Excess 402(g) Contributions.
|
82
|
|
|
|
(a)
|
Time of Distribution.
|
82
|
|
|
|
(b)
|
Reporting Form.
|
82
|
|
|
|
(c)
|
Order of Distributions.
|
82
|
|
|
|
(d)
|
Inclusion in Annual Addition.
|
83
|
|
|
|
(e)
|
Determination of Earnings.
|
83
|
|
|
7.2
|
|
Code Section 415 Limitation.
|
83
|
|
|
|
(a)
|
Applicable Definitions.
|
83
|
|
|
|
(b)
|
Correction of Excess Annual Additions.
|
85
|
|
|
|
(c)
|
Combining of Plans.
|
86
|
|
|
|
(d)
|
Compliance with Code Section 415.
|
86
|
|
|
7.3
|
|
Top-Heavy Rules.
|
86
|
|
|
|
(a)
|
Applicable Definitions.
|
86
|
|
|
|
(b)
|
Determination of Top-Heavy Status.
|
88
|
|
|
|
(c)
|
Minimum Benefit During Top-Heavy Plan Years.
|
88
|
|
|
|
(d)
|
History of Top-Heavy Rules.
|
89
|
|
|
ARTICLE 8 AMENDMENT, TERMINATION AND MERGER
|
90
|
|
|||
8.1
|
|
Amendment.
|
90
|
|
|
|
(a)
|
Procedure.
|
90
|
|
|
|
(b)
|
Prohibited Amendments.
|
90
|
|
|
|
(c)
|
Limited to Active Participants.
|
91
|
|
|
|
(d)
|
Administrative Changes Without Plan Amendment.
|
91
|
|
|
8.2
|
|
Termination of the Plan.
|
92
|
|
|
|
(a)
|
Right to Terminate.
|
92
|
|
|
|
(b)
|
Full Vesting.
|
92
|
|
|
|
(c)
|
Provision for Benefits Upon Plan Termination.
|
92
|
|
|
|
(d)
|
Surplus Reversion.
|
93
|
|
|
ARTICLE 9 ADMINISTRATION
|
94
|
|
9.1
|
|
Allocation of Responsibilities.
|
94
|
|
|
|
(a)
|
Company.
|
94
|
|
|
|
(b)
|
Compensation Committee.
|
94
|
|
|
|
(c)
|
Benefits Committee.
|
94
|
|
|
|
(d)
|
Finance Committee.
|
97
|
|
|
|
(e)
|
Trustee.
|
98
|
|
|
|
(f)
|
Named Fiduciaries and Other Fiduciaries.
|
98
|
|
|
9.2
|
|
Committee Organization and Operation.
|
98
|
|
|
|
(a)
|
Composition of Benefits Committee.
|
98
|
|
|
|
(b)
|
Composition of Finance Committee.
|
99
|
|
|
|
(c)
|
Committee Procedures.
|
99
|
|
|
|
(d)
|
Additional Powers of the Committees.
|
99
|
|
|
|
(e)
|
Delegation of Duties.
|
99
|
|
|
|
(f)
|
Appointment of Agents.
|
100
|
|
|
|
(g)
|
Reliance on Committee Documents.
|
100
|
|
|
9.3
|
|
General Rules for Fiduciaries.
|
100
|
|
|
9.4
|
|
Expenses.
|
101
|
|
|
9.5
|
|
Indemnification and Insurance.
|
102
|
|
|
9.6
|
|
Claims Procedure.
|
103
|
|
|
|
(a)
|
Application for Benefits.
|
103
|
|
|
|
(b)
|
Initiating a Claim.
|
103
|
|
|
|
(c)
|
Decision on Claim.
|
103
|
|
|
|
(d)
|
Appeal.
|
104
|
|
|
|
(e)
|
Special Time Period for Benefits Committee Meetings.
|
104
|
|
|
|
(f)
|
Exhaustion of Administrative Remedies.
|
105
|
|
|
|
(g)
|
Time Limit on Legal Action.
|
105
|
|
|
9.7
|
|
Notice.
|
105
|
|
|
|
(a)
|
Communications From Participants Or Beneficiaries.
|
105
|
|
|
|
(b)
|
Communications To Participants and Beneficiaries.
|
106
|
|
|
|
(c)
|
Electronic Administration.
|
106
|
|
|
ARTICLE 10 MISCELLANEOUS
|
107
|
|
|||
10.1
|
|
Headings.
|
107
|
|
|
10.2
|
|
Construction.
|
107
|
|
|
10.3
|
|
Continued Qualification for Tax-Exempt Status.
|
107
|
|
|
10.4
|
|
Nonalienation.
|
107
|
|
|
10.5
|
|
No Employment Rights.
|
108
|
|
|
10.6
|
|
No Enlargement of Rights.
|
108
|
|
|
10.7
|
|
Withholding for Taxes.
|
108
|
|
|
10.8
|
|
Suspension of Transaction.
|
108
|
|
|
|
(a)
|
Blackout Periods.
|
108
|
|
|
|
(b)
|
Investment Elections.
|
108
|
|
|
|
|
|
|
||
ADDENDUM A
|
History of Revised Plan Provisions
|
|
|||
ADDENDUM B
|
Acquired or Merged Entities
|
|
|||
ADDENDUM C
|
Adopting Employers
|
|
|||
ADDENDUM D
|
Qualified Domestic Relations Order (QDRO) Procedures
|
|
1.1
|
Accounts
means the records the Committee maintains to record the Contributions and attributable gains/losses/expenses allocated to each Participant, and withdrawals and distributions, for accounting purposes only. The Committee will not segregate Plan assets among Accounts.
|
(a)
|
Employer Contribution Account
means one or more of the following Accounts, which are funded by
the Employers:
|
(1)
|
Matching Account
means the Account to record Matching Contributions allocated to a Participant under Section 3.2.
|
(2)
|
Non-Matching Account
means the Account to record the balance transferred to this Plan on a Participant’s behalf, as a result of the merger of the Sun Banks, Inc. Employee Stock Ownership Plan and the Trust Company of Georgia Tax-Credit Employee Stock Ownership Plan, or any other merger.
|
(3)
|
Merged Plan Account (or Prior Employer Account)
means an Account that was transferred to this Plan as part of a Merged Plan and that was funded with Employer Contributions.
|
(4)
|
Discretionary Contribution Account
means the Account to record Employer Discretionary Contributions allocated to a Participant under Section 3.2.
|
(b)
|
Employee Contribution Account
means one of more of the following Accounts, which are funded by Employee Contributions, and are fully vested at all times.
|
(1)
|
Before-Tax Account
means an Account to record the Elective Deferrals that a Participant makes on a before-tax basis under Section 3.1. The Before-Tax Account also will record the Catch-Up Contributions made by eligible Participants (age 50 or older) under Section 3.1.
|
(2)
|
Designated Roth Accoun
t
(or Roth Account)
means an Account to record after-tax contributions that a Participant designates as Roth Contributions and makes under Section 3.1 in lieu of Elective Deferrals, which are aggregated with Elective Deferrals for purposes of the Code Section 402(g) limit, Matching Contributions, and the Code Section 415 limit. The Designated Roth Account also will record after-tax Catch-Up Contributions designated as Roth Contributions.
|
(3)
|
After-Tax Account
means an Account to record the amounts that a Participant previously contributed on an after-tax basis to a Merged Plan. This Plan does not permit after-tax contributions other than Designated Roth Contributions effective January 1, 2011.
|
(4)
|
Rollover Contribution Account
means an Account to record the before-tax amounts that a Participant rolled over to this Plan from another qualified retirement plan or conduit individual retirement account under Section 3.3.
|
(5)
|
Roth Rollover Account
means an Account (or sub-Account) to record amounts that a Participant rolled over after 2010
from a Designated Roth Account in another employer’s plan.
|
1.2
|
Acquisition Loan
means a loan or other extension of credit to the Plan or to the Company on behalf of the Plan, the proceeds of which are used only to purchase Employer Stock or to repay a previous Acquisition Loan.
|
1.3
|
After-Tax Account
. See the definition of After-Tax Contribution within the definition of
Accounts
.
|
1.4
|
Annual Addition Limit
means the limit on the sum of all Contributions allocated to a Participant’s Accounts for a Plan Year, which cannot exceed the lesser of (a) a statutory limit, which is $53,000 for the 2016 Plan Year, and is indexed to the CPI in $1,000 increments under Code Section 415, or (b) 100% of his/her Compensation for the Plan Year. See Subsection 7.2(a).
|
1.5
|
Automatic Enrollee (also called Auto-Enrollee)
means any Employee who has been automatically enrolled in the Plan under Section 2.1(i). After an Auto-Enrollee elects any change in his/her Automatic Enrollment Percentage, the Plan will no longer treat him/her as an Auto-Enrollee.
|
1.6
|
Automatic Enrollment Percentage (also called Auto-Percentages)
means the percentage of Compensation that the Plan automatically and uniformly defers before-tax for all Auto-Enrollees, until they elect to defer (before-tax) and/or contribute (after-tax) a different percentage. The Plan uniformly increases the Auto-Percentages at the beginning of each Auto-Enrollee’s Employment anniversary year. The uniform Auto-Percentages are: (a) 3% for the first year (12 months) of participation, (b) 4% for the second year of participation (months 13 – 24), (c) 5% for the third year of participation (months 25 – 36), and (d) 6% for the fourth year and each subsequent year of participation (months 37 and forward)
.
|
1.7
|
Before-Tax Account
. See the definition of
Before-Tax Account within the definition of
Accounts
.
|
1.8
|
Benefits Committee
means, effective July 1, 2011, the Benefits Plan Committee, a non-Board management committee which serves as the Plan Administrator. The membership and responsibilities of the Benefits Committee are described by Article 9.
|
1.9
|
Board
means the Board of Directors of the Company, or where applicable, the Executive Committee of the Board, as constituted from time to time.
|
1.10
|
Catch-Up Contribution
. See the definition of Catch-Up Deferrals and/or Catch-Up Roth Contributions within the definition of
Contributions
.
|
1.11
|
Code
means the Internal Revenue Code of 1986 as amended from time to time, and regulations and rulings issued under the Code.
|
1.12
|
Committee or Committees
means, effective July 1, 2011, for purposes of Articles 8 and 9, the Benefits Committee or Finance Committee or both, as indicated by the context. Otherwise, except as further amended herein, any reference to the Committee means the Benefits Committee.
|
1.13
|
Company
means SunTrust Banks, Inc.
|
1.14
|
Compensation.
Compensation has the following meanings for the following purposes, and is intended to be a safe-harbor definition under Code Section 414(s).
|
(a)
|
Contributions
. For purposes of determining the amount that each Participant elects to contribute, Compensation means the basic earnings (calculated monthly, weekly or hourly, as applicable) paid by an Employer to an Employee,
plus
(1) shift differentials; (2) compensation classified on his/her Employer’s payroll as vacation pay or sick pay; (3) draw for a commission Employee; (4) overtime pay; (5) certain bonuses and commissions as reviewed and approved by the Management of Benefits and Compensation; (6) beginning January 1, 2006, non-deferred payments under the SunTrust Management Incentive Plan (MIP) (or any successor plan as determined by the Compensation Committee); (7) salary reduction contributions under Code Sections 401(k), 125 (flexible
|
(b)
|
Deductibility of Employer Contributions
. See Subsection 3.2(h)(2) for the adjustments in Compensation used to determine the deductibility of Employer Contributions.
|
(c)
|
Statutory Limit
. Beginning with the 2002 Plan Year, each Participant’s Compensation taken into account for all purposes under the Plan for each Plan Year is limited to the amount permitted under Code Section 401(a)(17), which is $265,000 for the 2016 Plan Year, and which is indexed to the CPI in $5,000 increments. For purposes of Employee Contributions and Matching Contributions, the Plan will not apply the statutory limit on a payroll period basis but rather will apply the limit on a Plan Year basis, in a manner that prevents each Participant from exceeding the Code Sections 402(g) limit, the 415 limit, and the Plan Percentage Limit for each Plan Year. The Plan will not prorate the statutory limit on Compensation for any Participant who participates in the Plan for less than a full Plan Year. See Addendum A for the statutory limits in effect before the 2010 Plan Year.
|
1.15
|
Contributions
. The Trustee accepts the following Contributions to the Plan:
|
(a)
|
Employer Contributions.
|
(1)
|
Matching Contributions,
means contributions made by the Employers for each payroll period, in an amount equal to 100% of the first 6 percentage points of eligible Employee Contributions made by each Participant for each payroll period in each Plan Year (excluding Catch-Up Contributions). This percentage is designed to comply with the ADP and ACP safe harbor requirements set forth in Code Sections 401(k)(12), 401(k)(13), 401(m)(11), and 401(m)(12) as applicable, and may be changed to the extent necessary to comply with those requirements as in existence from time to time. As soon as practicable after the end of a calendar quarter, or after the end of the Plan Year, the Employers make True-Up Matching Contributions for each Participant whose deferral pattern during the Plan Year caused him/her to receive allocations of Matching Contributions during the Plan Year in an amount less than the maximum amount permitted under the terms of the Plan. Matching Contributions are 100% vested when made during the period January 1 1997 through December 31, 2010. For each Employee whose Employment Date is after December 31, 2010, Matching Contributions are 100% vested after he/she completes two Years of Vesting Service, becomes Disabled or dies.
|
(2)
|
Employer Discretionary Contributions
means contributions, in addition to Matching Contributions, that may be made by the Employers in such amount and for such classification of Employees as the Company shall determine, in its sole discretion, for the Plan Year. Employer Discretionary Contributions, if any, shall be delivered to the Trustee for deposit in the Trust Fund not later than the time prescribed by federal law
|
(b)
|
Employee Contributions.
The Plan uses the term Employee Contributions to include Elective Deferrals, Roth Contributions, Catch-Up Deferrals, and Catch-Up Roth Contributions.
|
(1)
|
Elective Deferrals,
means the amounts that each Participant elects to contribute on a before-tax basis under Section 3.1, between 1% and 50% of Compensation for each payroll period in each Plan Year. These percentage limits are designed to comply with the ADP safe harbor requirements set forth in Code Section 401(k)(12), and may be changed to the extent necessary to comply with those requirements as in existence from time to time.
|
(2)
|
Roth Contributions, also called Designated Roth Contributions,
means the amounts a Participant elects to contribute on an after-tax basis under Code Section 402A and Section 3.1, and irrevocably designates as Roth Contributions, between 1% and 50% of Compensation for each payroll period in each Plan Year when combined with any Elective Deferrals he/she makes. The Plan treats Roth Contributions the same as Elective Deferrals for purposes of the Code Section 402(g) annual dollar limit, Matching Contributions, and the Code Section 415 annual limit on allocations. The Employers treat Roth Contributions as includible in a Participant’s taxable income at the time he/she would have received those amounts in cash if he/she had not made a Roth Contribution. The Plan distributes each Designated Roth
|
(3)
|
Catch-Up Deferral and/or Catch-Up Roth Contributions
means the additional Deferrals and/or Roth Contributions elected by a Participant who is age 50 or older (as of the end of the Plan Year) and who has met the eligibility requirements under Section 3.1, the amount of which is limited to the annual dollar amount specified in Section 3.1 ($6,000 for the 2016 Plan Year and indexed to the CPI under Code Section 414(v)) and the Plan Percentage Limit for Catch-Up Contributions of Compensation for each payroll period, and which is excluded from the annual Dollar Limit and the Annual Addition Limit. The Plan treats Catch-Up Roth Contributions the same as Catch-Up Deferrals for purposes of the Code Section 414(v) annual dollar limit,
|
(c)
|
Rollover Contribution
means an amount transferred to this Plan from another qualified retirement plan, conduit individual retirement account or directly from a designated Roth account in another qualified plan under Section 3.3.
|
1.16
|
Controlled Group
means the Company and each member of the group of corporations or entities that is under at least 80% common control by or with the Company, within the meaning of Code Sections 414(b) and (c) (i.e., common ownership of stock having more than 80% of the total combined voting power of all classes of stock entitled to vote, or more than 80% of the total value of shares of all classes of stock), or is a member of an affiliated service group within the meaning of Code Section 414(m), or is an entity that is required to be aggregated with the Company under Code Section 414(o).
|
1.17
|
Designated Roth Account.
See the definition of
Roth Account
.
|
1.18
|
Designated Roth Contribution.
See the definition of
Roth Contribution.
|
1.19
|
Disability (or Disabled)
means a determination by the claims administrator under the Long-Term Disability Plan provisions in the SunTrust Banks, Inc. Employee Benefit Plan
|
1.20
|
Dollar Limit
means the maximum dollar amount that any Participant can contribute for any Plan Year under Code Section 402(g), which amount is $18,000 for the 2016 Plan Year and is indexed to the CPI in $500 increments.
|
1.21
|
Effective Date
means (a) July 1, 1984 for the Prior Plan named the Sun Banks, Inc. SunShare Plan; (b) January 1, 1985 for the Prior Plan named the Trust Company of Georgia Tax-Credit Employee Stock Ownership Plan; (c) January 1, 1987 for the Prior Plan named the Trust Company of Georgia Incentive Compensation Plan; and (d) January 1, 1987 for the Prior Plan named the Third National Corporation Thrift Plan. January 1, 1989 is the Effective Date of the merger of the Prior Plans to form this Plan. The merged Plan was amended and restated effective as of January 1, 1990, January 1, 1993, January 1, 1997, January 1, 2002, January 1, 2006, April 22, 2009, January 1, 2010, and January 1, 2012. The Effective Date of this amendment and restatement is January 1, 2016, except that certain amendments are effective as of other dates stated within the affected Sections.
|
1.22
|
Elective Deferrals
. See the definition of Elective Deferrals within the definition of
Contributions
.
|
1.23
|
Employee
means, for purposes of eligibility to participate in this Plan, an individual (a) who is employed by an Employer as a common-law employee and is classified as regular full-time, part-time, on-call, prime-time temporary; and (b) who has FICA taxes withheld by an Employer. The group of eligible Employees excludes: (a) members of a unit of employees covered by a collective bargaining agreement between an employee representative and an Employer, unless otherwise provided in the agreement or agreed to by the Employer and the union; (b) leased employees as defined under Code Section 414(n); (c) individuals designated as independent contractors (even if a court or
|
1.24
|
Employee Contributions
. See the definition of Employee Contributions within the definition of
Contributions
.
|
1.25
|
Employee Contributions Accounts
. See the definition of Employee Contributions Accounts within the definition of
Accounts
.
|
1.26
|
Employer
means the Company and each Controlled Group member that has Employees who are covered by the Plan as described in Section 2.4. The Employers that participate in this Plan as of January 1, 2016 are listed in Addendum C.
|
1.27
|
Employer Contributions.
See the definition of Employer Contributions within the definition of
Contributions
.
|
1.28
|
Employer Contribution Accounts
. See the definition of Employer Contribution Accounts within the definition of
Accounts
.
|
1.29
|
Employer Stock
means common stock of the Company that is readily tradable on an established securities market
and is a
qualifying employer security
within the meaning of ERISA Section 407. Employer Stock may include treasury shares and noncallable preferred stock that is convertible into common stock at any time and at a reasonable price. Preferred stock will be treated as noncallable if there is a reasonable opportunity
|
1.30
|
Employer Stock Fund
means the unitized investment
fund managed by the Trustee, which holds shares of Employer Stock and cash and/or cash equivalents. The recordkeeper allocates units of the Employer Stock Fund, called
Share Units
, based on the Fair Market Value of the shares and the cash and cash equivalents in that Fund on the allocation date. The fact that cash and cash equivalents are held in the Employer Stock Fund causes each Share Unit to have a different value than a share of Employer Stock at any given time.
|
1.31
|
Employment
means the period during which an individual is employed by an Employer, whether or not in a classification that is eligible to participate in the Plan.
|
1.32
|
Employment Date
means the date on which the Employee first earns Compensation. If an Employee worked for a Controlled Group member immediately before he/she transferred to a participating Employer, the Plan grants credit for eligibility for his/her pre-transfer service.
|
1.33
|
ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and regulations and rulings under ERISA.
|
1.34
|
ESOP
means the Employer Stock Fund, which is an employee stock ownership plan under Code Sections 401(a) and 4975(e)(7) that is designed to invest primarily in the common Stock of the Company, which constitutes qualifying employer securities. The Trustee will have sole discretion to invest the Employer Stock Fund in a combination of qualifying employer securities and sufficient cash to meet the Plan’s liquidity requirements. The ESOP is an integral part of the Plan.
|
1.35
|
Excess 402(g) Contributions
means the total annual amount of a Participant’s Elective Deferrals and/or Roth Contributions that he/she makes under this Plan for a Plan Year, plus his/her elective deferrals and/or Roth contributions
under any other qualified plan, simplified employee pension, simple retirement account, and/or Code Section 403(b) plan
|
1.36
|
Fiduciary
means any person who is a fiduciary within the meaning of Section 3(21) of ERISA and regulations issued thereunder from time to time.
|
1.37
|
Finance Committee
means, effective July 1, 2011, the Benefits Finance Committee, a non-Board management committee which serves as the named fiduciary responsible for financial decisions of the Plan. The membership and responsibilities of the Finance Committee are described by Article 9.
|
1.38
|
Fair Market Value
means, with respect to Employer Stock, the closing price for which the shares traded on the New York Stock Exchange as of the date of determination. If Employer Stock is not traded on the date of determination, Fair Market Value is determined on the most recent day before the date of determination when such shares were traded on the New York Stock Exchange. With respect to each other fund in which Account balances are invested, Fair Market Value means the closing price for which the fund shares traded on the applicable exchange or in the applicable market as of the date of determination or the most recent day before the date of determination when such shares were traded.
|
1.39
|
Financed Shares
means Shares of Employer Stock acquired with the proceeds of an Acquisition Loan, which may or may not be encumbered by the terms of the Loan.
|
1.40
|
Five‑Year Break
means five consecutive One‑Year Breaks, which will cause the non vested Participant to lose his/her Matching Contribution Account, and his/her right to restoration of his/her pre‑break Vesting Service if he/she resumes Employment.
|
1.41
|
HCE Group
means the entire group of Employees who are Highly Compensated Employees (HCEs) for the Plan Year.
|
1.42
|
Highly Compensated Employee (HCE)
means (a) each Employee who was a 5‑percent owner of any Employer at any time during the current or preceding Plan Year; and (b) each Employee who earned at least the statutory threshold amount under Code Section 414(q) during the preceding Plan Year ($120,000 for the 2015 Plan Year and indexed to the CPI under Code Section 415(d)) and was in the top-paid 20% of all Employees, based on Compensation. The Plan will determine the top-paid group by including all common-law employees in the Controlled Group. To determine the number (but not the identity) of Employees in the top‑paid group, the Plan may exclude Employees who either: (a) are under age 21; (b) have fewer than 6 months of Employment; (c) normally work fewer than 17-1/2 hours per week; (d) normally work no more than 6 months per Plan Year; (e) are included in a collective bargaining unit; or (f) are nonresident aliens with no U.S. source income.
|
1.43
|
Matching Account
. See the definition of Matching Account within the definition of
Accounts
.
|
1.44
|
Matching Contributions
. See the definition of Matching Contributions within the definition of
Contributions
.
|
1.45
|
Merged Plan
means a qualified defined contribution plan that was maintained by an Employer or by a predecessor to an Employer before the plan was merged into this Plan. Certain provisions of each Merged Plan that are grandfathered under this Plan are described in Addendum B.
|
1.46
|
NCE Group
means the entire group of Employees who are Nonhighly Compensated Employees (NCEs) for the Plan Year.
|
1.47
|
Non-Highly Compensated Employee (NCE)
means an Employee who is not within the HCE Group for the Plan Year.
|
1.48
|
Non-Matching Account.
See the definition of Non-Matching Account within the definition of
Accounts
.
|
1.49
|
One‑Year Break
means a twelve‑consecutive‑month period beginning on the Participant's Termination Date and
ending
on the first anniversary of that date, during which he/she does not earn any Compensation. For purposes of determining whether an Employee has had a One-Year Break, the Plan will treat a leave protected under the Family and Medical Leave Act of 1993 (FMLA) as a period of active Employment.
|
1.50
|
Participant
means an Employee who is participating in the Plan under Section 2.1. A Participant will retain his/her status as an active Participant so long as he/she receives Compensation from which he/she makes Employee Contributions.
|
1.51
|
Plan
means the SunTrust Banks, Inc. 401(k) Plan as set forth in this document and as amended from time to time. The entire Plan is a Code Section 401(k) Plan with an ESOP as an integral part, commonly called a KSOP.
|
1.52
|
Plan Administrator
means the Benefits Committee.
|
1.53
|
Plan Percentage Limit
means (a) for Employee Contributions, a whole percentage not less than 1% nor more than 50% of Compensation for each payroll period; and (b) for Catch-Up Contributions, a whole percentage not less than 1% nor more than 25% of Compensation for each payroll period.
|
1.54
|
Plan Year
means the calendar year.
|
1.55
|
Qualified Automatic Contribution Arrangement (QACA)
means the Plan’s automatic enrollment arrangement described in Sections 2.1(i) and 3.1.
|
1.56
|
Qualified Domestic Relations Order (QDRO)
means a domestic relations order that creates or recognizes the existence of an alternate payee’s right to, or assigns the right to, receive all or a portion of the benefits payable with respect to a Participant, and that satisfies the requirements of Code Section 414(p). See Addendum D for the procedures used in the evaluation of domestic relations orders and the administration of QDROs.
|
1.57
|
Qualified Military Service
means the period during which a Participant performs service (while on active or inactive duty or training, with the Army, Navy, Air Force, Marines, Coast Guard, Reserves, and/or the Army and/or Air National Guards, Commissioned Corps of the Public Health Service, and any other service designed by Executive Order) that remains protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA), 38 U.S.C. § 4301
et seq
. so that he/she retains statutory reemployment rights. The Participant must resume Employment after his/her honorable discharge, within the time limits prescribed by applicable law for the length of his/her leave, which generally range from immediately after termination of Qualified Military Service to 90 days. As described in specific provisions throughout the Plan, the Plan will treat the Participant as if his/her Employment had not been interrupted by Qualified Military Service, for purposes of the opportunity for make-up Employee and Employer Contributions and Vesting Service, in compliance with Code Section 414(u).
|
1.58
|
Qualified Reservist Distribution
. See the definition within Section 5.1.
|
1.59
|
Qualified Roth Distribution
means a non-taxable in-service
withdrawal or post-Employment distribution from a Designated Roth Account that is made (1) after a Participant either reaches age 59-1/2, incurs a Disability, or dies,
and
(2) more than five calendar years after the beginning on
the earlier of: (A) the first year for which the Participant made a Roth Contribution under this Plan, or (B) if he/she made a Rollover Contribution to his/her Designated Roth Account, the first year for which he/she made a Roth Contribution under the 401(k) plan from which the Rollover Contribution was made. The Plan will designate a Qualified Roth Distribution as such, to facilitate the Participant’s or beneficiary’s exemption from federal income tax.
|
1.60
|
Rollover Contribution
. See the definition of Rollover Contribution within the definition of
Contributions
.
|
1.61
|
Roth Account
. See the definition of
Designated Roth Account
and
Roth Rollover Account
within the definition of
Accounts
.
|
1.62
|
Roth Contribution
. See the definition of Roth Contributions or Designated Roth Contributions within the definition of
Contributions.
|
1.63
|
Service Center
means the SunTrust Service Center (referred to as
my HR
), which is available for Participants to use to make their Employee Contribution and investment elections and modifications, to request in-service withdrawals and loans, and to request post-Employment distributions.
|
1.64
|
Share Units
. See the definition of
Employer Stock Fund
.
|
1.65
|
Spouse
means, prior to June 26, 2013, the spouse to whom the Participant is legally married at the relevant time, provided that the marriage between such individual and the Participant is legally recognized as valid both under the laws of the State in which the Participant resides and under the terms of the Defense of Marriage Act, P.L. 104-199 (Sept. 21, 1996) and any other Federal law applicable to the requirements of ERISA. Effective June 26, 2013 through September 15, 2013, Spouse means the spouse to whom the Participant is legally married at the relevant time, including the same-sex spouse of a Participant only if the Participant was domiciled in a state that recognized same-sex marriages. Effective September 16, 2013, in accordance with Revenue Ruling 2013-17, the term “Spouse” means the spouse to whom the Participant is legally married at the relevant time, including a same-sex spouse under a marriage that is validly entered into in a state whose laws authorize the marriage of two individuals of the same sex, even if the individuals are domiciled in a state that does not recognize the validity of same-sex marriages. However, individuals (whether part of an opposite-sex or same-sex couple) who have entered into a registered domestic partnership, civil union, or other similar formal relationship recognized under state law that is not denominated as a marriage under the laws of that state are not treated as legally married. For this purpose, the term "state" means any domestic or foreign jurisdiction having the legal authority to sanction marriages. A former spouse is treated as the Spouse, and a current spouse is not treated as the Spouse, to the extent so provided under a Qualified Domestic Relations Order.
|
1.66
|
Suspense Account
means the separate bookkeeping account to hold the Financed Shares acquired with each Acquisition Loan until they are released as described in
|
1.67
|
Termination Date
means the date an Employee quits, retires, is discharged or dies. If an Employee fails to timely return to work upon the expiration of an approved paid or unpaid leave of absence, the Termination Date is the first day of the leave, or if later the date that is 2-1/2 months before the date when he/she stopped making Employee Contributions to this Plan. For purposes of distributing Account balances under Article 6, the Termination Date occurs only after a Participant has terminated from all Controlled Group members.
|
1.68
|
True-Up Matching Contribution
. See the definition of Matching Contribution within the definition of
Contributions.
|
1.69
|
Trust (or Trust Fund)
means the assets of the Plan maintained under the Trust Agreement.
|
1.70
|
Trust Agreement
means
the trust agreement(s) made with respect to the assets of the Plan with the Trustee, as such may be amended from time to time, and which shall constitute a part of this Plan.
|
1.71
|
Trustee
means the corporation(s), individual(s) or other entity(ies) appointed to administer the Trust, as provided in Article 9.
|
1.72
|
Valuation Date
means each business day during each Plan Year when the New York Stock Exchange is open for trading, as of which the Trustee will determine the Fair Market Value of the Trust Fund and of each Account, and the recordkeeper will make allocations to Accounts, as provided in Section 4.1. The Committee may establish different allocation dates
and/or Valuation Dates from time to time as it considers appropriate.
|
1.73
|
Vesting Service (also called Years of Service)
means the period beginning on a Participant's Employment Date and ending on his/her Termination Date, subject to the rules stated in this Section. These rules were added to the Plan effective January 1,
|
(a)
|
Computation
. The Plan computes Years of Service in whole and partial years, by measuring months from the Employment Date, counting each month as 1/12 year, and giving the Employee credit for a full month for the months in which his/her Employment Date and Termination date occur if he/she receives Compensation for at least one hour in such months. This is the
elapsed-time
method of counting Vesting Service.
|
(b)
|
Leaves of Absence
. Except as provided in this Subsection, each Participant is credited with Vesting Service as if his/her status as an Employee had continued during the period of his/her approved leave of absence granted under the Employer's standard, uniformly‑applied personnel policies, but only if he/she resumes active Employment promptly upon the expiration of the approved leave.
|
(1)
|
Qualified Military Service
. Each Participant receives credit for Vesting Service as if his/her active Employment had continued during the period of his/her Qualified Military Service. For purposes of Vesting Service, the Committee treats a Participant who suspended or terminated Employment as a result of Qualified Military Service and died while performing Qualified Military Service, as if he/she had resumed Employment and then died.
|
(2)
|
Parental Leave
. Each Participant receives credit for Vesting Service for the period of a parental leave that does not extend beyond 12 months. If the leave continues beyond 12 months, the first anniversary of the date the leave began is the Termination Date for purposes of crediting Vesting Service, and the second anniversary is the Termination Date for purposes of determining when a Break in Service begins. The Plan credits Vesting Service for the period between the first anniversary of the leave date and the date when the Participant resumes active Employment only if that date occurs before the second anniversary. The Termination Date of the
|
(3)
|
Disability
. Vesting Service includes the period beginning on the date when a Participant incurs a Disability and ending on the earliest of the date on which he/she recovers from the Disability, attains Normal Retirement Age, or dies.
|
(4)
|
Other Leaves of Absence
. Vesting Service includes a period of absence approved under the Employer's standard, uniformly applied personnel policies. Vesting Service includes a period of unapproved absence only if the Participant resumes Employment within one year after the Termination Date.
|
(c)
|
Employment with a Controlled Group Member
. Each Employee receives credit for Vesting Service for the period of his/her Employment with any Controlled Group member, whether or not it has adopted the Plan, beginning on the later of the date the member became part of the Controlled Group, or the Employee’s hire date with the Controlled Group member.
|
(d)
|
Period Before an Employer Adopted the Plan
. Except as provided otherwise in Addendum B, each Participant who worked for an entity before it became a Controlled Group member, will receive credit (for purposes of vesting and eligibility) for his/her period of service with the entity before it became a Controlled Group member, as if the rules described in this Section had applied to the entity for such period. However, such Participants will not receive credit for any period when they worked for any part of the Employer (parent, subsidiary,
|
(e)
|
Credit for Employment Before a Five‑Year Break
. A non-vested Participant who incurs a Five‑Year Break loses all his/her credit for Vesting Service earned before the Five‑Year Break. A vested Participant retains all his/her credit for Vesting Service regardless of the number of One-Year Breaks.
|
(f)
|
Service Spanning
. If an Employee terminates Employment for any reason and resumes Employment within 12 months, the Plan includes his/her period of termination in Vesting Service.
|
(g)
|
Change from Covered Classification.
If a covered Employee loses his/her status as such, the Plan will continue to grant Vesting Service so long as he/she remains in the service of any Controlled Group member.
|
1.74
|
Year of Service
. See the definition of
Vesting Service
.
|
2.1
|
Eligibility.
|
(a)
|
Automatic Enrollment.
|
(i)
|
Each Employee is automatically enrolled in the Plan as of the first day of the second calendar month after his/her Employment Date, unless he/she timely submits an election not to participate, or to contribute a percentage other than the automatic percentage described in Section 3.1. If an Employee elects not to participate when first eligible, he/she may later make a participation election in the manner and by the deadline announced by the Committee from time to time. Effective January 1, 2011, the Plan will automatically enroll all non-participating eligible Employees, unless they have previously made an affirmative election not to participate and the election is still in effect. The Plan treats as Auto-Enrollees all employees who have been automatically enrolled and have not made any change to their Auto-Percentages.
|
(ii)
|
Employer Discretionary Contributions.
Each Employee shall be eligible to participate in the Plan with respect to Employer Discretionary Contributions as of the first day of the second calendar month after his/her Employment Date.
|
(b)
|
Participation in Another Controlled Group Plan
. No Employee who actively participates in another defined contribution plan qualified under Code Section 401(a) and maintained by any Controlled Group member will be eligible to participate in this Plan until he/she is no longer eligible to receive new contributions under such other plan.
|
(c)
|
Mergers and Acquisitions.
Unless the Committee provides otherwise, or as otherwise required by the terms of a transaction, individuals who become Employees as a result of a merger or acquisition and are not active participants
|
2.2
|
Participation Upon Reemployment
. The Plan does not require or permit rehired Participants to repay any previous distribution.
|
(a)
|
Vested Participant
. A rehired vested Participant will be eligible to resume making Employee Contributions as of the date he/she resumes Employment, and will be automatically enrolled in the Plan unless he/she timely submits an election not to participate or to contribute a percentage other than the Auto-Percentage, in the manner and by the deadline announced by the Committee from time to time. He/she will continue to be vested in new allocations of Matching Contributions and Employer Discretionary Contributions.
|
(b)
|
Non-Vested Participant
. If a rehired Participant was not previously vested, he/she will be automatically enrolled as of the first day of the second calendar month after the date when he/she resumes Employment, unless he/she she timely submits an election not to participate or to contribute a percentage other than the Auto-Percentage, in the manner and by the deadline announced by the Committee from time to time. The Plan will reinstate his/her previous Vesting Service unless he/she has incurred a Five-Year Break, and will make a deemed repayment of the deemed distribution of his/her non-vested Matching Account and Employer Discretionary Contributions balance under Section 3.2.
|
(c)
|
Non-Participating Employee
. If a nonparticipating terminated Employee resumes Employment before he/she incurs a Five‑Year Break, the Plan will reinstate his/her pre-break Employment for purposes of eligibility and vesting. If such Employee resumes Employment after he/she incurs a Five‑Year Break, the Plan will not reinstate credit for his/her previous Employment. He/she will be eligible to begin participating in the Plan under Section 2.1 as if he/she were a new Employee.
|
2.3
|
Leased Employees and Independent Contractors
. A leased employee is an individual who is not employed by the Employer but has performed services for the Employer on a substantially full-time basis for at least 12 consecutive months, under the Employer’s primary direction or control and pursuant to an agreement between an Employer and a leasing organization. Leased employees are treated as Employees to the extent required under Code Section 414(n), but are not eligible to participate in this Plan. If a leased employee becomes an Employee, the Plan gives him/her credit for eligibility and Vesting Service for the period when he/she worked as a leased employee. However, the Plan does not give such credit if (a) the leased employee was covered by a money purchase pension plan sponsored by the leasing organization, with nonintegrated employer contributions at least equal to 10% of compensation as defined in Code Section 414(n)(5)(C), and immediate participation and vesting, and (b) leased employees constitute no more than 20% of the Controlled Group's nonhighly compensated employees. An individual receives no credit under this Plan for time worked as an independent contractor of an Employer. If a court or administrative agency determines that an individual whom an Employer has not
designated as an Employee is in fact a common-law employee, he/she will not receive credit for any purpose under the Plan until the date when the Committee designates him/her as an eligible Employee under this Plan.
|
2.4
|
Participating Employers.
Except as otherwise specifically provided in this Plan, each Controlled Group member is treated as an Employer for any period when the Controlled Group member is shown on SunTrust’s master payroll books and records as an Affiliate that can make contributions, or for which contributions are made, on behalf of the Affiliate’s Employees to provide coverage under employee benefit plans sponsored by the Company, unless either (a) the Controlled Group member is excluded by resolution executed by the Plan Committee, or (b) the Controlled Group member maintains another qualified defined contribution plan to which employer or employee contributions are currently being made. Any special provisions that apply to a Controlled Group member, as an Employer under the Plan, are set forth in Addendum B. An Affiliate ceases to be a participating Employer when it loses its status as a Controlled Group member. Notwithstanding the preceding, Company 100 will not be treated as an Employer under the Plan and individuals employed by Company 100 are not eligible to participate in this Plan. Company 100 is a wholly-owned subsidiary of the Company, which serves as the
|
3.1
|
Employee Contributions – Elective Deferrals and Roth Contributions.
Effective January 1, 2002, the Plan is a safe harbor plan that accepts only Employee Contributions that meet the safe harbor requirements under Code Section 401(k)(12), and Matching Contributions that meet the safe harbor requirements under Code Section 401(m)(11). Effective January 1, 2011, the Plan is a Qualified Automatic Contribution Arrangement that also complies with Code Sections 401(k)(13) and 401(m)(12). Effective January 1, 2011, the Plan accepts Roth Contributions and, except for purposes of taxation, treats such after-tax Roth Contributions the same as before-tax Elective Deferrals. Where the same rules apply to before-tax deferrals and after-tax Roth contributions, the Plan uses the term
Employee Contributions
to include Elective Deferrals, Roth Contributions, Catch-Up Deferrals and Catch-Up Roth Contributions. Rules that were in effect before the Plan became safe harbor, and that will resume effectiveness if the Plan should lose safe harbor status for any Plan Year (which rules will be updated to comply with all applicable laws in effect at such time), are set forth in Addendum A, including the annual nondiscrimination (ADP and ACP) tests that applied to Contributions before 2002.
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(a)
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Amount Permitted.
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(1)
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Plan Percentage Limit.
Each Participant may elect the whole percentage of his/her Compensation that he/she wishes to contribute to the Plan in each payroll period as Elective Deferrals (before-tax) and/or Roth Contributions (after-tax), in the aggregate,
not less than 1% nor more than 50%.
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(2)
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Automatic Enrollment Percentages.
For each Auto-Enrollee, the Plan automatically defers the initial 3% Auto-Percentage on a before-tax basis, and increases the Auto-Percentage as of each of his/her Employment anniversary dates, until he/she either makes a change in his/her Auto-Percentage or reaches the maximum Auto-Percentage of 6% of Compensation.
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(3)
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Limitations on Amount
. The amount of any Participant’s Employee Contributions may be limited for any Plan Year to avoid exceeding the Dollar Limit, the Annual Addition Limit, and/or the Plan Percentage Limit for the Plan Year.
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(b)
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Before-Tax and/or After-Tax Employee Contributions
. Each Participant may elect whether to make his/her Employee Contributions as Elective Deferrals, Roth Contributions, or a combination of both. After an Employee Contribution is deducted from a Participant’s Compensation, he/she may not elect to transfer any amount from his/her Designated Roth Account to his/her Before-Tax Account, and vice versa.
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(1)
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Elective Deferrals
. The Employers deduct Elective Deferrals from each affected Participant’s Compensation, exclude the deducted amount from his/her taxable earnings for federal income tax purposes and, if applicable, for state income tax purposes, and include such amounts in his/her earnings for purposes of FICA and Medicare taxes. Upon distribution, Elective Deferrals and investment earnings are subject to federal income tax and are not subject FICA/Medicare tax.
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(2)
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Roth Contributions
. The Employers include Roth Contributions in each affected Participant’s taxable earnings at the time he/she would have received such amount in cash if he/she had not made a Roth Contribution.
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(3)
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Rules for Employee Contributions
. Each Participant’s election to make Elective Deferrals and/or Roth Contributions is irrevocable as of the deadline announced by the Committee for Participants to change their elections for the next payroll period. The Plan will separately account for Elective Deferrals and Roth Contributions and attributable investment earnings, and will specify whether any amount withdrawn in-service or distributed after termination is taken from the Participant’s Before-Tax
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(c)
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Special Pay
. To the extent that the payroll system fails to identify as eligible Compensation items of special pay such as those that relate to changes in status (terminations, transfers, etc.) and payroll corrections, elections may not apply to such pay.
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(d)
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Catch-Up Contributions
. Eligible Participants may elect to make Catch-Up Deferrals (before-tax) and/or Catch-Up Roth Contributions (after-tax) for a Plan Year, under the rules set forth in this Subsection (d). Where the same rules apply to both types of contributions, the Plan document uses the term
Catch-Up Contributions
to include before-tax deferrals and after-tax Roth contributions.
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(1)
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Eligible Participants
. To be eligible to make Catch-Up Contributions for a Plan Year, a Participant must have reached age 50 or must be projected to reach age 50 before the end of the Plan Year, and must have made Elective Deferral and/or Roth Contributions up to the Dollar Limit, the Annual Addition Limit, or the Plan Percentage Limit for regular Employee Contributions.
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(2)
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Annual Catch-Up Contribution Limits (Statutory and Plan Limits)
. The Catch-Up Contribution limit in effect for the 2016 calendar year is $6,000; the annual limit is indexed to the CPI in $500 increments under Code Section 414(v). The Plan Percentage Limit for Catch-Up Contributions is a whole percentage of the Participant’s Compensation that he/she wishes to contribute to the Plan in each payroll period as Catch-Up Elective Deferrals (before-tax) and/or Catch-Up Roth Contributions (after-tax), in the aggregate,
not less than 1% nor more than 25%.
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(3)
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Exclusion of Catch-Up Contributions from Plan Limits
. For each Plan Year, the Plan excludes Catch-Up Contributions from the Dollar Limit, the
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(4)
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Procedure.
An eligible Participant who wishes to make Catch-Up Contributions must make his/her election in the manner and by the deadline announced by the Committee from time to time. He/she must elect the Catch-Up Contribution within the Plan Percentage Limit for Catch-Up Contributions, and must designate the percentage that will be contributed as Catch-Up Deferrals and/or as Catch-Up Roth Contributions. The elected percentage for Catch-Up Contributions will apply
to any subsequent increases or decreases in Compensation. After a Participant who has elected to make Catch-Up Contributions has made Elective Deferrals and/or Roth Contributions up to the Dollar Limit, the Annual Addition Limit, or the Plan Percentage Limit for Elective Deferrals and/or Roth Contributions for that Plan Year, the Plan automatically converts any additional Employee Contributions to Catch-Up Contributions at his/her elected percentage. Each election will remain in effect until the Participant modifies or revokes it. When a Participant’s Catch-Up Contributions reach a statutory or Plan limit, the Plan will suspend his/her Catch-Up Contribution election until the following Plan Year and, unless otherwise announced by the Committee, the suspended Catch-Up Contribution election will automatically reactivate unless the Participant has previously elected to modify his/her election or to cease participation in the Plan. A Participant may modify or change his/her Catch-Up Contribution election in accordance with the rules for modifying an election for regular Employee Contributions as described in Subsections (h) and (i) below.
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(5)
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Recharacterization of Disqualified Catch-Up Contributions.
If a Participant elects to make Catch-Up Contributions for a Plan Year, and the Plan allocates his/her designated Catch-Up Contributions to his/her Employee Contribution Account, but his/her Elective Deferrals and/or
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(6)
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Matching Contributions
. The Employers do not make Matching Contributions throughout the Plan Year on amounts designated as Catch-Up Contributions, except those that are recharacterized as regular Employee Contributions and become eligible for a Matching Contribution under the terms of the Plan. If any Participant receives Matching Contributions on less than the first 6% of his/her Compensation that he/she contributes for a Plan Year including his/her Catch-Up Contributions, the Plan will make a True-Up Matching Contribution for him/her.
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(e)
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Make-Up Contributions After Qualified Military Service
. The Employers permit each Participant who resumes active Employment after an unpaid Qualified Military Service leave to elect to make special Employee Contributions in an amount up to the maximum amount he/she could have contributed if he/she had remained in Employment during his/her period of leave. Each make-up Employee Contribution will be subject to the Dollar Limit, the Annual Addition Limit, and the Plan Percentage Limit, as in effect for the Plan Year to which the Employee Contribution relates. The Committee will permit the Participant to make his/her special Employee Contributions during the period beginning on the date when he/she resumes Employment and continuing for a period equal to the lesser of three times the length of his/her Qualified Military Leave, or five years. The amount of his/her special Employee Contributions will be based on the Compensation he/she would have received if he/she had remained in active Employment, at his/her rate of pay in effect when he/she began his/her leave. If that pay rate cannot be determined with certainty, the Committee will treat him/
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(f)
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Vesting
. All Employee Contributions, and all earnings allocated to Employee Contribution Accounts, are fully vested at all times.
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(g)
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Initial
Election to Contribute
. An Employee who is not an Auto-Enrollee and wishes to begin participating, must make his/her Employee Contribution election in the manner and by the deadline announced by the Committee from time to time. The Participant must properly complete the enrollment procedures, including submission of his/her election form and completion of any other forms as may be required by the Committee from time to time. Participation elections and modifications and revocations will be implemented as soon as administratively possible. Each election will remain effective until the Participant modifies or revokes it or ceases to be an eligible Employee. The elected percentage for Elective Deferrals and/or Roth Contributions will apply to any subsequent increases or decreases in Compensation. When a Participant’s Employee Contributions reach a Plan or statutory limit for a Plan Year, the Plan will suspend his/her election until the first day of the following Plan Year and will automatically reactivate it unless he/she has elected to modify his/her election or cease participation. A Participant who is eligible to make Catch-Up Contributions under Subsection 3.1(d) and has elected to make the maximum amount of Employee Contributions for the Plan Year, may also elect to make Catch-Up Contributions in the manner and by the deadline announced by the Committee from time to time.
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(h)
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Modification.
A Participant who has elected to contribute a percentage of his/her Compensation as his/her Employee Contributions may modify his/her election by submitting a new election to have a higher or lower percentage deducted from his/her Compensation as Elective Deferrals, and/or Roth
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(i)
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Cessation
. A Participant may elect to cease making Employee Contributions by electing a 0% deferral rate on his/her modification election. An eligible Employee who has elected to cease Employee Contributions may resume making Employee Contributions by submitting a modification election in the manner and by the deadline announced by the Committee from time to time, and the election will become effective as of the applicable payroll date, provided that he/she remains an eligible Employee as of the effective date of the modification election.
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(j)
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Committee Administrative Rules.
The Committee may from time to time establish and uniformly apply administrative rules governing elections, including rules regarding administrative procedures for Participants and beneficiaries, the frequency with which elections may be modified or revoked, and deadlines for submitting elections.
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3.2
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Employer Contributions.
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(a)
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Matching Contribution
. For each payroll period, the Employers will contribute a combination of cash, and/or Employer Stock to be used to purchase Employer Stock, and/or will release Employer Stock from the Suspense Account under Subsection 3.4(f), as the Company determines necessary to align each required Employer Contribution with the Participants’ investment elections then in effect. If a Contribution is made in shares of Employer Stock, the shares will have a Fair Market Value equal to the amount that would be contributed if cash had been used. Effective as of February 1, 2016, all Employer Contributions will be made in cash.
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(1)
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Amount.
Effective January 1, 2012, the Employers will make a safe harbor Matching Contribution in an amount equal to 100% of the
amount
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(2)
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True-Up Matching Contributions
. As soon as practicable after the end of a calendar quarter, or after the end of the Plan Year, the Employers make True-Up Matching Contributions for each Participant whose deferral pattern during the Plan Year caused him/her to receive allocations of Matching Contributions in an amount less than the maximum amount permitted under the terms of the Plan.
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(b)
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Employer Discretionary Contributions.
The Employers may elect for any Plan Year to make an Employer Discretionary Contribution. The Employer Discretionary Contribution for a Plan Year shall be allocated to eligible Employees (as defined in Subsection 2.1(a)(i)) or to such classification of eligible Employees as the Employers shall determine, who—
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(1)
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are Employees on the last day of the Plan Year; or
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(2)
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who cease to be Employees during the Plan Year by reason of (i) death (ii) termination of Employment because of a reduction in force (i.e., they received severance pay from their Employers pursuant to the SunTrust Banks, Inc. Severance Pay Plan), (iii) termination of Employment after attainment of the Early Retirement Age (age 55 and the completion of 5 years of Vesting Service), or (iv) due to a Disability incurred during the Plan Year.
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(c)
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Special One-Time Employer Discretionary Contribution.
The Employers will make a one-time special Employer Discretionary Contribution for the Plan Year ending December 31, 2011 in an amount equal to 5% of Compensation on behalf of eligible Employees who (1) have completed twenty (20) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) or (2) have completed ten (10) years of Vesting Service (or Benefit Service as defined in the SunTrust Banks, Inc. Retirement Plan) and satisfy the “Rule of 60” (the sum of age and service equals or exceeds 60) as of December 31, 2011. Each such eligible Employee must be an Employee on December 30, 2011 or must have ceased being an Employee on account of one of the reasons set forth in Subsection 3.2(b)(2) above.
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(d)
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Investment of Matching and Employer Discretionary Contributions.
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(1)
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Matching Contributions
. Matching Contributions are invested according to each Participant’s investment election in effect for his/her Employee Contributions on the allocation date, unless he/she makes a separate election
to have any Matching Contributions invested in one or more other available investment options. The Matching Contribution portion of each loan repayment is invested according to the Participant’s election in effect for his/her Matching Contributions at the time when each repayment is made. For a Participant who does not have an investment election in effect, the Plan will invest his/her Matching Contributions in a QDIA fund.
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(2)
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Employer Discretionary Contributions
. Employer Discretionary Contributions, if any, will be invested according to each Participants’ investment election in effect for his/her Matching Contributions (whether it is the election in effect for his/her Employee Contributions if he/she made a separate election with respect to his/her Matching Contributions). If an
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(e)
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Vesting and Forfeitures
. Each Employee whose initial Employment Date is prior to January 1, 2011 is 100% vested in his/her Employer Contributions. Each Employee whose Employment Date is after December 31, 2010, or who resumes Employment after that date and is not previously vested, will be 100% vested in his/her Matching Account balance or his/her Discretionary Contribution Account balance on the earlier of the date he/she has completed two Years of Vesting Service regardless of his/her age or has incurred a Disability, or on his/her date of death. If a Participant terminates Employment before he/she is vested in his/her Matching Account balance or his/her Discretionary Contribution Account balance, the Plan will make a deemed distribution of such balances as of the Termination Date, and will permanently forfeit the balance as of the date he/she incurs a Five-Year Break. If such Participant resumes Employment before incurring a Five-Year Break, the Plan will make a deemed repayment as of the date he/she resumes Employment. The Plan will use forfeitures to pay the Plan’s administrative expenses and/or as part of Matching Contributions or Employer Discretionary Contributions, in the same or next following Plan Year(s). Regardless of whether a Participant is vested in his/her Matching Account or Discretionary Contribution Account, he/she is always 100% vested in the dividends paid on the Share Units held in his/her Accounts.
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(f)
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Make-Up Contributions After Qualified Military Leave
. The Employers will make special Matching Contributions for each of their Participants who returns to Employment from unpaid Qualified Military Leave and contributes the make-up Employee Contributions described in Section 3.1. The Employers will make a special Employer Discretionary Contribution for each eligible Employee who
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(g)
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Acquisition Loan Repayments
. For each Plan Year when the ESOP has an out- standing Acquisition Loan, the Employers will contribute at least the amount necessary to amortize the Acquisition Loan in accordance with its payment terms.
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(h)
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Exclusive Benefit of Participants
. All Employer Contributions are irrevocable when made and will not revert to the Employers, except as provided otherwise in this Plan. All Employer Contributions and attributable earnings will be used for the exclusive benefit of Participants and their beneficiaries and for paying the reasonable expenses of administering the Plan.
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(i)
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Contributions Limited to Tax Deductible Amounts
.
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(1)
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Acquisition Loan Principal Repayments
. The Employers may contribute an annual amount that does not exceed 25% of the Compensation of all Participants for the Plan Year if the Trustee uses the entire Contribution to repay principal on an Acquisition Loan, no later than the extended due date of the Employer’s federal income tax return for the fiscal year in which ends the Plan Year for which the Contribution is made. The Employers may deduct, without any limitation, the portion of their annual Contributions that the Trustee used to repay interest on any Acquisition Loan. The Employers may also deduct all dividends paid on
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(2)
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Employer Contributions
. Effective January 1, 2002, the Employers limit their Contributions for each Plan Year so that the total annual amount does not exceed 25% of the Compensation of all of their Employees for each Plan Year, when combined with Employee Contributions and with Employer contributions under all other qualified plans maintained by Controlled Group members, or such other limit as may be specified in Code Section 404(a) from time to time. This deduction is in addition to the deductions described above. For this purpose, Compensation includes Employee Contributions, but Employee Contributions do not count toward the 25% limit.
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(3)
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Effect on Deductibility of Contributions to other Plans
. No Employer’s federal income tax deductions for its Contributions used to repay Acquisition Loans will reduce the deduction limits applicable to its contributions to any other defined contribution or defined benefit plan.
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3.3
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Rollover Contributions.
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(a)
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Eligible Rollover Distribution
. For purposes of this Section, an Eligible Rollover Distribution means a payment received by an Employee from another qualified plan or conduit individual retirement account (IRA) as described in Treas. Regs. Section 1.402(c)-2, Q & A No. 3, i.e., it is either (1) a lump sum payment, or (2) a payment other than one that is part of a series of substantially
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(b)
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Roth Contributions.
The Plan will accept a rollover from a Designated Roth Account in another plan to a Participant’s Roth Rollover Account in this Plan, only if it is a direct rollover from a retirement plan that is qualified for tax-exempt status under Code Sections 401(a) and 501(a), and only if the funds are from an Eligible Rollover Distribution. The Plan will not accept a rollover from any Roth IRA.
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(c)
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Rollover or Direct Plan Transfer
. An Employee who receives an Eligible Rollover Distribution may roll over all or part of the distribution to the Trust, if the Committee determines that it complies with the requirements described in this Section. The Committee may accept the distribution as a direct plan-to-plan transfer. An Employee can make a Rollover Contribution before he/she completes his/her eligibility period under Section 2.1, or before he/she elects to participate, and will have his/her Rollover Contribution as his/her sole interest in the Plan until he/she begins making Employee Contributions.
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(d)
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Timing
. A rollover must be made within 60 days after the Employee receives the Eligible Rollover Distribution, except to the extent that the IRS permits a longer period under the Participant’s circumstances.
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(e)
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Required Information
. The Committee will adopt such procedures, and may require such information from the Employee who desires to make a Rollover Contribution, as it considers necessary to determine whether the proposed rollover or direct plan transfer will meet the requirements of this Section. The Committee may require the Employee to submit a written certification that he/she received his/her Eligible Rollover Distribution from another qualified plan or from a conduit IRA. Upon approval by the Committee, the Rollover Contributions will be deposited in the Trust Fund and will be credited to the Employee’s Rollover Account.
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(f)
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Prohibited Rollovers and Transfers
. The Committee will not accept Rollover Contributions from any plan that is subject to the joint and survivor annuity requirements set forth in Code Sections 401(a)(11) and 417, unless the Employee’s Spouse consented in writing to the distribution from such plan in a manner that complies with the spousal consent requirements prescribed under Code Sections 401(a)(11) and 417. The Committee may require the Employee to submit a written certification that he/she received his/her distribution from a qualified plan that either was not subject to the spousal consent requirements or contained an exemption for his/her distribution, or that his/her Spouse properly consented to the distribution. The Plan will not accept the rollover of loans or any property other than cash and SunTrust common stock, except as provided in Addendum B.
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(g)
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Refund of Prohibited Rollovers
. If the Committee discovers that a Participant has made a Rollover Contribution to the Plan that fails to comply with this Section or with any applicable law, the Committee will refund the Contribution and all earnings attributable to it as soon as practicable.
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(h)
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Reliance on Employee’s Representations
. The Committee will in good faith rely on the representations made by an eligible Employee in his/her application to make a Rollover Contribution and will not be held accountable for any misrepresentation of which it did not have actual knowledge.
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3.4
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Acquisition Loans
. The Company may from time to time authorize and direct the Trustee to make an Acquisition Loan, either to purchase Employer Stock or to repay a previous Acquisition Loan. No proceeds from any Acquisition Loan may be used for any other purpose.
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(a)
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Eligible Lenders
. The Trustee may make Acquisition Loans from any financial institution or other entity it considers appropriate, including a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2). A party in interest and/or disqualified person may guarantee any Acquisition Loan.
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(b)
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Loan Terms
. Each Acquisition Loan will be for a specific term, and will bear a reasonable rate of interest. No Acquisition Loan will be payable upon demand except after a default.
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(c)
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Repayment
. The Trustee will repay the principal and interest due on each Acquisition Loan, first from dividends paid on the Financed Shares, and after all such dividends have been used for repayment, from Employer Contributions made to repay the Acquisition Loan, and then from other earnings attributable to Employer Contributions made to repay the Acquisition Loan, according to directions from the Finance Committee. To the extent permitted by the terms of the Acquisition Loan, the Finance Committee may direct repayment more rapidly than specified in the amortization schedule, subject to the limitations on releasing Financed Shares described in Subsection (f).
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(d)
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Collateral and Security
. The Trustee may use as collateral to secure any Acquisition Loan the Financed Shares acquired with the proceeds. The Trustee will not pledge any Plan assets other than Financed Shares as collateral for an Acquisition Loan. No lender will have recourse against any Plan assets other than Financed Shares that remain subject to pledge at the time of default. No Employer Stock acquired with the proceeds of an Acquisition Loan may be subject to a put, call or other option, or buy‑sell agreement or any similar arrangement while held by the Plan, or when distributed from the Plan. This
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(e)
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Suspense Account
. The Trustee will maintain a separate Suspense Account to hold the Financed Shares acquired with the proceeds of each separate Acquisition Loan, whether or not the shares are encumbered under the terms of the Loan. Pursuant to directions from the Finance Committee from time to time, the Trustee either will hold the dividends paid on the Financed Shares in the Suspense Account until they are released as described in Subsection (f), or will use the dividends to repay the Acquisition Loan.
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(f)
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Release of Financed Shares from Suspense Account
. The Trustee will release Financed Shares from each Suspense Account under one of the following methods, which method will be determined by the Finance Committee for each Acquisition Loan. The Financed Shares released from the Suspense Account for each Plan Year will be allocated, on the basis of Fair Market Value as of the release date, to Matching Accounts under Section 3.2. To determine the number of Financed Shares to be released for each Plan Year from each Suspense Account, the Trustee will multiply the number of Shares held in the Suspense Account by one of the fractions described below. The Finance Committee will structure each Acquisition Loan so that the number of Financed Shares to be released for each Plan Year is expected not to exceed the number needed to meet the Matching Contribution obligation for investments in the Employer Stock Fund. If the Finance Committee determines that the number of shares required to be released for any Plan Year is greater than the number that can be used to meet such Matching Contribution obligation, the Finance Committee may forego the Plan’s status as a safe harbor plan for that Plan Year, or may protect the Plan’s status as a safe harbor plan, either by restructuring the loan (to the extent permitted by Department of Labor guidelines), or by making additional Contributions. The Finance Committee may direct the Employers to make additional Contributions either as a uniform percentage of Compensation for all eligible Employees, including those who have not made Employee
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(1)
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Principal-Only Payment Method.
Under this method, the fraction will be the ratio of the amount of principal repaid for the Plan Year over the amount of principal to be repaid for the current and all future Plan Years. Under this method, annual principal payments must be made at least as rapidly as level payments over the loan term, which cannot exceed ten years, including renewals and extensions, and the portion of each repayment treated as interest may not exceed the payment amount that would be treated as interest under standard loan amortization tables.
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(2)
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Principal-and-Interest Method.
Under this method, the fraction will be the ratio of the amount of principal and interest repaid for the Plan Year over the amount of principal and interest to be repaid for the current and all future Plan Years. The Plan will use this method for any Acquisition Loan that has a flexible repayment schedule.
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(g)
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Default
. Upon the default on an Acquisition Loan, the Trustee will transfer to the lender Plan assets equal in value to the amount of the defaulted balance. Upon the default on an Acquisition Loan from a party in interest as defined in ERISA Section 3(14), or a disqualified person as defined in Code Section 4975(e)(2), the Trustee will transfer to such lender only the number of Financed Shares necessary to meet the repayment schedule of the Acquisition Loan.
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3.5
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Purchase and Sale of Employer Stock
. As of February 1, 2016, the Employer Stock Fund is frozen to new Participant investments and no Participant may elect to direct investment of new contributions or existing Account balances into the Employer Stock Fund. To the extent that the Trustee needs to obtain cash for distributions, the Trustee may sell Employer Stock on the New York Stock Exchange or to the Company.
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3.6
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Transfer to the Trustee
. As of the earliest date when Contributions reasonably can be segregated from the Employers’ general assets, the Employers will transfer to the Trustee,
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3.7
|
Elective Account Transfers
. The Committee may permit Participants to elect to make voluntary transfers of Account balances from another qualified defined contribution plan of the same type into this Plan, if the transfers are associated with either a corporate transaction (e.g., a merger or acquisition) or a change in a Participant's employment status (e.g., a transfer from another employer, whether or not it is a Controlled Group member). The Committee will allocate the transferred accounts to corollary Accounts in this Plan. This Plan will not be obligated to protect benefits that were provided in the transferor plan, i.e., the Code Section 411(d)(6) anti-cutback rules do not apply. After December 31, 2001, the Committee will not permit this type of transfer for any eligible rollover distribution if the Participant can elect a direct rollover of his/her entire Account balances.
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4.1
|
Adjustments to Account Balances.
|
(a)
|
Regular Valuation Dates
. As of each Valuation Date, the Trustee will determine the Fair Market Value of the Trust Fund. As soon as practicable after the Trustee receives the Employers’ payroll data and other relevant records, the recordkeeper or the Trustee will adjust the Account balances of each Participant to reflect his/her allocations of Contributions, withdrawals and payments from his/her Accounts, and investment gains or losses and expenses.
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(b)
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Administrative Fees
. The Plan may charge reasonable and uniform administrative fees to Participant Accounts.
Notwithstanding the foregoing, the Plan may charge reasonable plan administrative fees against the aggregate Account balance of groups of Participants identified by the Committee on a reasonable basis.
|
(c)
|
Dividends on Employer Stock
. The Plan will use dividends issued on Employer Stock acquired with an Acquisition Loan and held in a Suspense Account, to repay any outstanding balance on that Acquisition Loan. Effective as of February 1, 2016, the Plan will permit Participants and beneficiaries to elect whether to receive dividends declared on the Share Units allocated to the portion of the Participant’s Accounts that is [are] invested in the Employer Stock Fund to be paid to the Participant in cash no later than 90 days after the end of the Plan Year in which the dividends were paid, or to reinvest them in the qualified default investment alternative under ERISA section 404(c) applicable for the Participant. The Plan will provide the elections in a manner that permits Participants and beneficiaries reasonable time to make their elections with respect to each dividend declaration. The Plan will honor each Participant’s and beneficiary’s election as in effect on the record date for that dividend. The elections for each quarterly dividend become irrevocable on the record date for the dividend, unless the Committee has timely established and communicated a different irrevocability
|
(d)
|
Valuations Binding
. In determining the value of the Trust Fund and the individual Accounts, the Trustee and the Committee will exercise their best judgment, and all determinations of value will be binding upon Participants and their beneficiaries.
|
(e)
|
Statement of Account Balances
. As soon as practicable after the end of each calendar quarter, the Committee will provide to each Participant and beneficiary for whom an Account is maintained a statement showing all allocations to and distributions and withdrawals from his/her Accounts, and the current value of his/her Accounts. In its discretion, the Committee may provide statements more frequently than quarterly.
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(f)
|
Correction of Administrative Mistakes.
The Committee will take reasonable steps to ensure that the Plan document is in compliance with all applicable laws as in effect from time to time, and to ensure that the Plan is administered as written. If the Committee discovers that a material mistake has been made in an Account balance or a Contribution, or discovers any other mistake that affects any Participant’s or beneficiary’s rights under the Plan, it will correct the mistake as soon as practicable. The Committee may, in its sole discretion, take such action as necessary or appropriate to correct the mistake, including such correction procedures allowed by the Internal Revenue Service (IRS), the Department of Labor (DOL), or described below. If the Committee discovers an error related to Employee Contributions, it will correct the error, either by implementing increased payroll deductions, or by refunding any excess amount, or by re-allocating Employee Contributions, as may be needed to put the affected Participant in the same position he/she would have enjoyed if the error had not
|
(g)
|
Return of Employer Contributions
. Employer Contributions will be returned to the affected Employers under the following circumstances:
|
(1)
|
Mistake of Fact
. Employer Contributions made by a mistake of fact will be returned to the affected Employer(s) within one year after such Contribution was made.
|
(2)
|
Nondeductible
. All Employer Contributions are conditioned upon their deductibility under Code Section 404 and will be returned to the affected Employer(s) within one year after any disallowance.
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4.2
|
Investments.
|
(a)
|
Investment Funds
. From time to time, the Finance Committee will direct the Trustee to make available one or more funds for the investment of Account balances as elected by each Participant or beneficiary. The Finance Committee will timely describe the investment funds that are available from time to time, in written notices to Participants and beneficiaries. The investment funds selected by the Finance Committee are in addition to the Employer Stock Fund, which the Plan sponsor has established as an integral ESOP feature of the Plan design.
|
(b)
|
Compliance with ERISA Section 404(c)
. The Committee will administer the Plan in a manner to comply with ERISA Section 404(c). Participants will be permitted to exercise control over the investment of their Accounts, so that Plan fiduciaries shall not be liable for any loss that results from any Participant’s exercise of control.
|
(c)
|
Employer Stock Fund
. Although the Employer Stock Fund, as an ESOP, is designed to hold qualifying employer securities as the primary investment, the Employer Stock Fund may also hold cash and other liquid investments in such amounts as the Trustee considers necessary to meet the Fund’s liquidity requirements and to pay reasonable administrative expenses of the Fund. The Plan has no obligation to invest such amounts.
|
(d)
|
Investment Elections
. Participants must make their investment elections in the manner and by the deadline announced by the Committee from time to time. The Service Center will issue a written confirmation of each election that it receives.
|
(1)
|
Initial Election
. As of the date he/she enters the Plan, a Participant may elect to have the aggregate balances in his/her Employee Contribution Accounts, and Employer Contribution Accounts invested among the available investment funds in 1% increments.
|
(2)
|
Failure to Elect
. The Trustee will invest the Account balances of any Participant who fails to timely submit a properly completed election form in accordance with this subsection. Effective April 1, 2007, the Trustee will invest 100% of the allocations to such Participant’s Accounts in a fund that meets the statutory requirements for a
qualified default investment
|
(e)
|
Change in Investment Election
. Each Participant may change his/her investment election for the balance(s) in his/her existing Employee Contribution Account(s) and/or Employer Contribution Accounts, in 1% increments, as of any Valuation Date. Reinvestment elections for existing balances will become effective as of the Valuation Date when made, if the Participant completes his/her investment election no later than the daily time deadline. Otherwise, the election will become effective as of the next following Valuation Date. Notwithstanding any other provision in the Plan, if the Employer Stock Fund does not have sufficient cash to execute a Participant’s election to transfer out of the Employer Stock Fund, the Trustee may pend the trade until it receives the proceeds from the sale of the Participant’s stock and use Fair Market Value on the date of sale to execute the election, and will have no liability for doing so. The Committee will establish and publish to Participants from time to time the daily time deadlines by which elections must be completed and the related effective dates.
|
(f)
|
Insider Trading Rules
. The Committee may enforce rules that restrict Participants who are insiders under Rule 16b-3 of Section 16 of the Securities Exchange Act of 1934, from engaging in certain discretionary transactions relating to the Employer Stock Fund that would trigger the short-swing profit recovery rules. Discretionary transactions may include (1) elective distributions (in-service withdrawals and loans that require liquidation of shares held in the Employer Stock Fund), and (2) investment elections that involve transfers to and from the Employer Stock Fund.
|
(g)
|
Fund Transfer Restrictions.
To prevent an adverse impact on the investment returns available to all Participants in the Plan, the Committee may impose
|
(h)
|
Diversification Elections
. Effective January 1, 2007, all Participants may elect to diversify the investment of their Matching Account balances into any one or more investment funds available under the Plan
.
See Addendum A for the rules in effect before 2007.
|
(i)
|
Reinvestment of Earnings
. All dividends, capital gains distributions and other earnings attributable to the Account balances invested in each investment fund will be reinvested in that investment fund, except to the extent that dividends on Employer Stock are paid currently to Participants who elect to cash out their dividends under Subsection 4.1(c).
|
(j)
|
Investment Expenses
. All expenses of each investment fund will be paid from that fund, to the extent not paid directly by the Employers.
|
(k)
|
Special Election Rules
.
|
(1)
|
In General
. The Committee may permit (1) investments in increments greater or lesser than 1%, (2) other investment funds, (3) other election filing dates, and/or (4) any other variance from these rules as it considers
|
(2)
|
Employer Stock Fund
. Effective January 1, 2013, a Participant’s election to have his/her Employee Contributions and Employer Contributions invested in the Employer Stock Fund will be limited to 10% of such Contributions. A Participant’s reinvestment elections for existing balances are not so limited. Effective as of February 1, 2016, the Employer Stock Fund is frozen to new Participant investments and no Participant may elect to direct investment of new contributions or existing balances into the Employer Stock Fund.
|
4.3
|
Voting Rights
. Each Participant will have the right to direct the Trustee as to the manner in which the Employer Stock represented by the Share Units held in his/her Accounts will be voted. The Trustee will vote combined fractional shares of Employer Stock represented by the Share Units in the manner that most closely reflects Participants’ direction. The Trustee will refrain from voting the shares of Employer Stock represented by Share Units held in the Accounts of Participants who fail to give directions, except as required by any applicable law. The Trustee will vote unallocated shares of Employer Stock in the Suspense Account in the manner that the Trustee determines to be in the best interest of Participants and beneficiaries. For voting purposes, each Participant will be a named fiduciary with respect to the Employer Stock represented by the Share Units allocated to his/her Account. Proxy material and other voting information will be provided to Participants and the Trustee that is identical to that provided to other stockholders.
|
4.4
|
Tender Offers
. If the Trustee receives any information or material that reasonably indicates a tender offer is being made to holders of Employer Stock, the Committee will furnish such information or material to each Participant whose Accounts are invested in the Employer Stock Fund, together with a form on which the Participant can confidentially direct the Trustee whether to tender the Employer Stock represented by his/her Share Units or take any other solicited action with respect to the Employer Stock represented by his/her Share Units. The Trustee will tender combined fractional shares of Employer Stock represented by the Share Units in the manner that most closely reflects
|
5.1
|
Withdrawals Without a Hardship
. An in-service withdrawal is one made while the Participant is still in Employment and before he/she has had a distribution event as described in Section 6.1. Unless the Committee directs otherwise, withdrawals are paperless transactions. The Participant must contact the Service Center and specify the amount or percentage of his/her available Account balances to be withdrawn. The Trustee will issue payment of the amount withdrawn as promptly as practicable after approval of the request.
|
(a)
|
Types of In-Service Withdrawals
. Hardship withdrawals are described in Section 5.2. The other types of withdrawals that can be made in-service are as follows.
|
(1)
|
In-Service Withdrawal from After-Tax Account
. Each Participant may withdraw all or part of his/her After-Tax Account balance as of any Valuation Date during his/her Employment. Withdrawals made from an After-Tax Account will be made in the following order: (1) After-Tax Contributions made before 1987, without any earnings; and (2) After-Tax Contributions made after 1986 and a pro rata share of earnings credited to his/her After-Tax Account both before and after 1986.
|
(2)
|
In-Service Withdrawal from Rollover Account
. Each Participant may withdraw all or part of his/her Rollover Account balance and/or Roth Rollover Account balance as of any Valuation Date during his/her Employment.
|
(3)
|
In-Service Withdrawal After Age 59-1/2
. At any time after any Participant reaches age 59-1/2, he/she may withdraw all or part of any of his/her Account balances.
|
(4)
|
In-Service Withdrawal at Age 70-1/2
. Beginning in the calendar year when an active Participant reaches age 70-1/2, he/she may elect either to begin receiving payment of his/her Account balances or to continue deferring payment until he/she retires. The Plan will pay to any active Participant who is a 5-percent owner of the Company, the minimum annual amount required under Code Section 401(a)(9) for each year beginning in the year when he/she reaches age 70-1/2, with payments beginning no later than April 1 of the following year.
|
(5)
|
Qualified Reservist Distribution
. The Committee will permit a Participant to make a Qualified Reservist Distribution if he/she is a member of a military reserve component as defined in 37 U.S.C. § 101 and is ordered or called to active duty after September 11, 2001 for a period in excess of 179 days or for an indefinite period. An eligible Participant may receive a Qualified Reservist Distribution during the period beginning on the date of his/her order or call to duty, and ending on the date when his/her period of active duty ends. The Committee will provide the Participant a notice that, (1) at any time within two years after the end of his/her active duty, he/she may make one or more contributions to an IRA in an aggregate amount not to exceed the amount of his/her Qualified Reservist Distribution; (2) the dollar limitations otherwise applicable to IRA contributions do not apply; (3) he/she may not take an income tax deduction for the IRA contribution; and (4) Qualified Reservist Distributions are not subject to the 10% early withdrawal penalty tax.
|
(b)
|
Designated Roth Account
. The Plan permits in-service withdrawals from Designated Roth Accounts, whether or not the Participant has met the requirements for a Qualified Roth Distribution. Any withdrawal from a Designated Roth Account that is not a Qualified Roth Distribution, will consist of a pro-rata share of Roth Contribution amounts (basis) and investment earnings; the earnings are included in the Participant’s taxable income for the year when
|
(c)
|
Available Amount
. The amount available to the Participant who makes an in-service withdrawal will be based on his/her available Account balances (minus any outstanding loan balance) determined as of the Valuation Date on which the withdrawal request is processed. Except as provided in Addendum B, Participants cannot withdraw Employer Contributions that were made under a Merged Plan, or any investment earnings credited to such Contributions after 1988. Participants cannot withdraw any Employer Contributions unless such contributions are 100% vested in accordance with Subsection 3.2(e).
|
(d)
|
Order of Withdrawal from Accounts
. The Committee will determine and publish to Participants from time to time the order in which each type of in-service withdrawal will be made from Participant Accounts.
|
(e)
|
Pro Rata Withdrawals from Investment Funds
. In compliance with directions from the Committee with respect to the order of withdrawal from Accounts, the recordkeeper will subtract each in-service withdrawal pro rata from the investment funds in which the Account balances available for the withdrawal are invested. The recordkeeper will determine the amount to be subtracted from each investment fund by multiplying the amount of the withdrawal by the ratio of the amount invested in each investment fund to the total aggregate available Account balances.
|
(f)
|
Withdrawals of Money Purchase Plan Balances.
A Participant may withdraw any portion of his/her Account balance that is attributable to employer contributions to a Merged Plan that was a money purchase plan, at any time after he/she reaches normal retirement age (age 59-1/2 for this purpose). The married Participant who makes a withdrawal from such Account (before or after his/her Termination Date) must have his/her Spouse’s written consent in compliance with Subsection 6.7(b).
|
5.2
|
Hardship Withdrawals
. The active Participant who wishes to make a hardship withdrawal during his/her Employment must complete an application that specifies the amount to be withdrawn. The Participant must provide a written explanation of the reasons for the withdrawal and such other information as the Committee may request. The Trustee will issue payment of the amount withdrawn as promptly as practicable after approval of the request. No Participant who has terminated Employment, and no beneficiary, will be eligible to make a hardship withdrawal.
|
(a)
|
Available Amount
. The amount withdrawn may not exceed the actual expenses incurred or to be incurred by the Participant because of his/her hardship, plus (as part of the same withdrawal) the reasonably estimated amount of taxes and penalties he/she must pay on the withdrawal. The sum of the Participant's outstanding loan balance under Section 5.3 (if any), plus the amount of his/her hardship withdrawal, may not exceed his/her total aggregate available Account balances determined as of the hardship withdrawal date. The Participant may withdraw, to the extent applicable for him/her: (1) the dollar amount of his/her Elective Contributions made after 1992 (excluding earnings); (2) the dollar amount in his/her Designated Roth Account; (3) the dollar amount of his/her Elective Contributions made under a Merged Plan (excluding earnings accrued after 1988); and (4) his/her Non-Matching Contributions that were made after 1988 (excluding earnings and amounts attributable to a money purchase pension plan) and that have been maintained in the Plan for at least 24 months.
|
(b)
|
Events Creating Immediate and Heavy Financial Need (Events Test)
. The Participant may make a hardship withdrawal only if he/she incurs a hardship that creates an immediate and heavy financial need that he/she cannot meet without the withdrawal. Effective January 1, 2006, a hardship withdrawal must be necessitated by one of the following events, the first six of which are safe-harbor and the seventh of which requires a facts-and-circumstances determination by the Committee:
|
(1)
|
Expenses for, or necessary to obtain, medical care for a Participant, Spouse, qualifying child, or qualifying relative, which would be deductible
|
(2)
|
Costs directly related to the purchase of the Participant's principal residence, (including land purchase and all construction costs, and excluding mortgage payments).
|
(3)
|
Payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary education (including trade school) for the Participant, Spouse, qualifying child or qualifying relative
.
|
(4)
|
Payments necessary to prevent
eviction of the Participant from his/her principal residence, or foreclosure on the mortgage on his/her principal residence.
|
(5)
|
Payments for burial or funeral expenses for the Participant’s deceased Spouse, qualifying child or qualifying relative.
|
(6)
|
Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code Section 165, determined without regard to whether the loss exceeds 10% of adjusted gross income.
|
(7)
|
Any other catastrophic financial hardship that the Committee determines to have consequences similar in severity to the events listed above, and that make the withdrawal necessary for the safety or well‑being of the Participant, his/her Spouse, qualifying child or qualifying relative.
|
(c)
|
Withdrawal Necessary to Meet Need (Needs Test)
. The Committee uses the safe harbor rules for the Needs Test, and will treat a withdrawal as necessary to meet the immediate and heavy financial need if the following requirements are met:
|
(1)
|
Amount Needed
. The amount withdrawn cannot exceed the amount of the need.
|
(2)
|
Loans and Dividends
. The Participant must obtain all other available withdrawals, distributions and nontaxable loans under all qualified and nonqualified plans maintained by his/her Employer, if any, unless he/she provides evidence satisfactory to the Committee that the loan repayments would cause an additional hardship. The Participant will not be required to obtain commercial loans. The Participant must elect to receive a cash payment for any dividends that are currently available under Subsection 4.1(c).
|
(3)
|
Suspension
. After the Participant receives his/her hardship withdrawal, the Committee will suspend his/her Employee Contributions to this Plan and his/her contributions to or deferrals under any other qualified or nonqualified cash or stock plan maintained by any Employer for a period of 6 months.
|
(d)
|
Nondiscrimination
.
|
(e)
|
Reliance on Participant's Representations
.
|
5.3
|
Loans
. The Committee will grant loans in a uniform and nondiscriminatory manner, subject to the following rules.
|
(a)
|
Application and Eligibility
. The Participant who wishes to make a loan from his/her Account during his/her Employment must complete and submit an application that specifies the amount to be borrowed, in the manner announced by the Committee from time to time. No Participant may receive a loan after he/she terminates Employment, and no beneficiary is eligible for a loan.
The Committee may deny a Participant’s loan application if he/she failed to repay a previous Plan loan according to the repayment schedule. Any Participant who, on or after January, 2004,
has defaulted on the outstanding balance of a previous loan, will not be eligible to make a loan.
|
(b)
|
Available Amount
. The Participant may request a loan from the aggregate balances in his/her Accounts. The total principal amount of the Participant's outstanding loans may not exceed the lesser of (1) 50% of his/her aggregate Account balances as of the date the loan is approved, or (2) $50,000. If he/she has an outstanding loan balance, the $50,000 limit is reduced by an amount equal to his/her highest outstanding balance during the 12 months immediately preceding the date when his/her loan is made, minus his/her current outstanding balance (i.e., his/her total principal repayments during the past 12 months). The minimum amount of each loan will be $1,000.00, unless the Committee has published another limit.
|
(c)
|
Order of Account Liquidation
. Unless the Committee determines that a different order is appropriate, the Trustee acquires the cash proceeds to make each loan by liquidating the Participant's Accounts in the following order, to the extent applicable for him: (1) Rollover Account; (2) Matching Account; (3) Non-Matching Account; (4) Merged (Prior Employer) Account; (5) Before-Tax Account; (6) After-Tax Account; (7) Roth Account; and (8) Discretionary Contribution Account. Unless the Committee determines that a different method is appropriate, the Plan subtracts the proceeds of each loan pro rata from the investment funds in which the Account balances are invested.
|
(d)
|
Loan Origination Fees
. The Plan deducts an origination fee from the proceeds of each loan, in the amount stated in the Summary Plan Description as in effect from time to time or in another type of Participant communication. The Plan also deducts the fees for any required state documentary stamps or Uniform Commercial Code (UCC) filing fees. Early repayment of a loan does not result in reimbursement of any of the fees. Effective January 1, 2004, the Plan does not deduct an origination fee from the proceeds of a loan made to a Participant who is on a Qualified Military Service leave.
|
(e)
|
Frequency of Loans
. Each Participant is eligible to have no more than two outstanding loans at any one time.
|
(f)
|
Interest
. Each loan bears interest at a reasonable rate established by the Committee from time to time on the basis of rates currently charged by commercial lenders. The Plan charges interest on loans in a uniform and nondiscriminatory manner.
Effective January 1, 2004, for any period when a Participant is on a Qualified Military Service leave, he/she may submit a written request to the Committee to charge an interest rate not greater than 6% (or such other rate prescribed by the Servicemembers Civil Relief Act or other applicable law) on any loan that he/she has outstanding during that period (see Subsection (k) below).
|
(g)
|
Security
. Each loan is secured by the Participant's pledge of the balances in his/her Accounts from which his/her loan is made. The Committee treats each loan as an investment of the Participant's borrowed Account balances and credits his/her principal and interest payments to the Accounts from which his/her loan proceeds were taken. Principal and interest repayments are invested according to the Participant's investment election in effect as of the date each repayment is made.
|
(h)
|
Term
. Each loan is for a term not exceeding five years, except that the term may extend up to 10 years if the loan proceeds are used to purchase the Participant's principal residence (including land purchase and construction costs). Effective January 1, 2004, if the Plan suspends the repayment obligation of any Participant who takes a Qualified Military Service leave, the Committee extends the term of a loan made to such Participant by a period equal to the period of his/her loan suspension. The Plan does not extend the term of any loan for any Participant who is not on a Qualified Military Service leave, except as provided in subsection (l) below.
|
(i)
|
Repayment
.
|
(1)
|
Payroll Deduction for Active Participant
. So long as the Participant earns Compensation, he/she must make his/her loan repayments by payroll deductions in equal amounts throughout the term of the loan. The amount of each repayment must be at least $25, or such other minimum amount as may be established by the Committee and stated in the Summary Plan Description as in effect from time to time or in another type of Participant communication.
|
(2)
|
Inactive Participant
. The Participant who has an outstanding loan balance when he/she terminates, retires, or begins an unpaid leave, either may repay his/her outstanding balance in full, or may continue to make his/her scheduled loan repayments, by personal check or other cash equivalent, not less frequently than monthly.
The Trustee may
|
(j)
|
Default
. If the Participant fails to timely repay his/her loan, by the end of the calendar quarter following the calendar quarter in which such failure occurs, the Committee will declare a default of the entire outstanding balance, but will not deduct any portion of the defaulted balance from his/her Before-Tax Account unless he/she has terminated Employment or become Disabled. If the Participant has terminated or become Disabled, the Committee will treat the defaulted loan as a deemed distribution and will issue a Form 1099-R for the year in which the default occurs. If he/she has not terminated or become Disabled, the Committee will treat the defaulted loan as a deemed distribution except for the portion that was loaned from his/her Before-Tax Account, which cannot be distributed until his/her Disability or Termination Date. The Committee will hold the canceled note in the Participant’s Before-Tax Account as a non-income-producing investment until he/she becomes Disabled or terminates employment, and will then reduce his/her Before-Tax Account balance by the amount of the defaulted loan balance attributable to that Account.
|
(k)
|
Suspension of Repayments During Qualified Military Service Leave
. Each Participant may elect to suspend his/her loan repayments while he/she is on unpaid Qualified Military Service leave. The five-year maximum repayment period will be extended by the length of the suspension. Effective January 1, 2004, f
or any period when a Participant has as active unpaid Qualified Military Service leave, he/she may submit a written request to the Committee, with a copy of his/her call-up and/or extension orders, to charge an interest rate not greater than 6% (or such other rate prescribed by the Servicemembers Civil Relief Act or other applicable law). If the Participant fails to submit his/her written request before his/her loan repayments resume, the Committee will charge the rate stated in his/her promissory note. The Participant may submit his/her request at any time within 180 days after his/her termination or release from Qualified Military Service; if his/her repayments have resumed when he/she
|
(l)
|
Suspension of Repayments During Unpaid Leave of Absence
. Each Participant may elect to suspend his/her loan repayments for a period up to 12 months while he/she is on an unpaid leave of absence, other than a Qualified Military Service leave. This suspension will not extend the original term of the loan beyond five years, and the amount of each repayment due after the leave ends or after the first year of the leave, will not be less than the repayment amount required under the terms of the original loan. The Participant must make a balloon payment before the end of the original loan in the amount of the suspended repayments plus accrued interest.
|
(m)
|
Loans from Money Purchase Plan Balances.
The married Participant who borrows any portion of his/her Account balance that is attributable to employer contributions to a Merged Plan that was a money purchase plan, must have his/her Spouse’s written consent in compliance with Subsection 6.7(b).
|
(n)
|
Revisions to Loan Rules and Procedures
. The Committee may in its discretion revise the rules and procedures that govern Plan loans, as it considers appropriate for administrative and/or compliance purposes.
|
5.4
|
Direct Rollover
. The Committee permits Participants to implement direct rollovers of their in-service withdrawals to the extent permitted under the rollover rules in Article 6. Withdrawals required under Code Section 401(a)(9), hardship withdrawals made after December 31, 1998, and loan proceeds are not eligible for rollover.
|
6.1
|
Distribution Events.
|
(a)
|
Termination of Employment or Disability
. A Participant who terminates Employment for any reason or incurs a Disability, will be eligible for either immediate (not earlier than the 46th day after his/her Termination Date) or deferred payment of his/her aggregate Account balances. The Participant must contact the Service Center and apply for payment, and must provide all requested documentation. The Trustee will issue payment as soon as practicable after the Committee approves the distribution request. The Committee will treat a Participant who transfers to a related entity that is not within the Company’s 80% Controlled Group, as having terminated Employment for distribution purposes, even if he/she continues working in the same position and same location for the new employer, if assets are not transferred from this Plan to a plan maintained by the new employer, and the new employer does not maintain this Plan.
|
(b)
|
Death
. If a Participant dies with any Account balances, the Plan will pay his/her balances to his/her beneficiary(s) under the rules stated in this Article 6. The beneficiary(s) must contact the Service Center and apply for payment, and must provide all requested documentation. The Trustee will issue payment as soon as practicable after the Committee approves the distribution request.
|
(c)
|
Employer-Initiated Transfer
. The Company may merge this Plan with another qualified defined contribution plan that is maintained by a Controlled Group member. The Company may spin off a portion of this Plan and direct the Trustee to transfer affected Participant’s Account balances to another employer’s qualified plan. The Plan is not required to obtain Participant consent for such transactions. The transferee plan must protect all benefits that are required to be protected under Code Section 411(d)(6), e.g., optional forms of payment.
|
(d)
|
Employee-Initiated Voluntary Direct Transfers (Change in Employment Transfer).
The Committee may permit Participants to elect to make voluntary transfers of Account balances from this Plan, if the transfers are associated with either a corporate transaction (e.g., a merger or acquisition) or a change in a Participant's employment status (e.g., a transfer to another employer, whether or not it is a Controlled Group member, that has not adopted the plan in which the Participant originally participated). It is not necessary for the transferee plan to protect benefits that were provided in the transferor plan, i.e., the Code Section 411(d)(6) anti-cutback rules do not apply. This type of direct transfer is not available for an eligible rollover distribution for which the Participant can elect a direct rollover of his/her entire Account balances.
|
(e)
|
Plan Termination
. If the Plan terminates in part or in whole, and the Committee directs payment of benefits to affected Participants and beneficiaries, distributions will be made only in lump sum payments. The installment option will not be available for distributions made on account of Plan termination. However, the Plan will not make distributions under this Subsection if an Employer maintains a Successor Plan. For this purpose,
Employer
means an entity that is a Controlled Group member on the effective date of the Plan termination.
Successor Plan
means any other defined contribution plan maintained by the same Employer, excluding ESOPs and simplified employee pensions (SEPs), that exists at any time during the period beginning on the Plan termination date and ending 12 months after the final distribution date of all assets from the terminated Plan. However, if at all times during the 24-month period beginning 12 months before the Plan termination date, fewer than 2% of the Participants in this Plan are eligible under the Successor Plan, that plan will not be treated as a Successor Plan.
|
(f)
|
Qualified Military Service.
If a Participant is called to active Qualified Military Service for more than 30 days, the Plan will treat him/her as having terminated Employment for purposes of his/her eligibility to receive a distribution of his/her Employee Contributions. A Participant who elects a distribution will be
|
6.2
|
Amount of Payment
. The Participant or beneficiary will receive his/her payment(s) based on the amount of his/her Account balances (minus any outstanding loan balance) determined as of the Valuation Date on which the payment request is processed.
|
6.3
|
Distributions from Designated Roth Accounts.
|
(a)
|
Qualified Roth Distribution
. To facilitate each affected Participant’s right to claim an exemption from federal income tax, which is the purpose for Roth Contributions, the Plan will designate each Qualified Roth Distribution as such. A Qualified Roth Distribution is a withdrawal from a Designated Roth Account that is not subject to federal income tax because it is made (1) after the Participant either reaches age 59-1/2, incurs a Disability, or dies (the
Qualified Purpose Rule
),
and
(2) at least five calendar years after the beginning of the earlier of: (A) the first year for which the Participant made a Roth Contribution under this Plan, or (B) if he/she made a Rollover Contribution to his/her Designated Roth Account, the first year for which he/she made a Roth Contribution under the 401(k) plan, 403(b) or 457(b) plan from which the Rollover Contribution was made (the
Five-Year Rule
).
|
(b)
|
Distributions to Alternative Payee or Beneficiary
. If the Plan makes a distribution from a Designated Roth Account to an alternate payee or beneficiary, the Plan will use the Participant’s age and death or Disability to determine whether the distribution is a Qualified Roth Distribution. However, if a Spousal alternate payee or surviving Spouse elects a rollover to a designated Roth account under a plan of his/her own employer, the Plan will use his/her age, death or disability.
|
(c)
|
Nonqualified Distribution
. If the Plan makes a distribution to a Participant from his/her Designated Roth Account that does not meet the requirements for a Qualified Roth Distribution, the portion of the payment that constitutes earnings will be subject to federal income tax in the year when the distribution is made.
|
6.4
|
Timing of Payment
. The Committee will direct the Trustee or other payor to issue the payment to the Participant or beneficiary as soon as practicable after it approves the request. If the Trustee is required to sell Employer Stock in order to distribute cash for an investment in the Employer Stock Fund, the Plan may delay payment for the period required to affect the sale.
|
(a)
|
Payment to a Participant
. A Participant may elect to receive or begin receiving payment of his/her Account balances as soon as administratively practicable after his/her Termination Date, but not later than the end of the second calendar month following the month when he/she reaches age 70-1/2. The terminated or Disabled Participant whose aggregate Account balances exceed $5,000 may leave all or part of his/her Account balances in the Plan until that date.
|
(b)
|
Payment to a Beneficiary
. The beneficiary of the deceased Participant may elect to receive or begin receiving payment of his/her Account balances as soon as administratively practicable after the Committee receives such documentation as it considers necessary, such as a death certificate, and approves the distribution request. The non-Spouse beneficiary may not defer payment later than the last day of the calendar year following the year in which the Participant’s death occurs. The surviving-Spouse beneficiary may not defer payment later than the last day of the calendar year in which the deceased Participant would have reached age 70-1/2.
|
(c)
|
Notice of Consequences of Failure to Defer
. The Committee will provide to each Participant who elects a distribution before he/she reaches age 62, a notice of the consequences of failing to defer the distribution. The notice will include statements that (1) some currently available investment options in the Plan may not be generally available on similar terms outside the Plan, with contact information for obtaining additional information on the general availability outside the Plan of currently available investment options in the Plan; (2) administrative, investment-related, and other fees and expenses outside the Plan may be different from fees and expenses that apply to Participant’s Accounts in the Plan,
|
6.5
|
Forms of Payment.
|
(a)
|
Account Balance Over $5,000
. Regardless of the reason for termination of Employment, the Participant or beneficiary whose Account balances exceed $5,000 may elect to receive payment in one of the following forms:
|
(1)
|
Lump sum
payment; or
|
(2)
|
Installments
in substantially equal monthly, quarterly, semi-annual, or annual payments, over a period that does not exceed the Participant’s or beneficiary’s life expectancy or the joint and last survivor life expectancy of the Participant and his/her beneficiary, but not longer than 9 years. The Participant or beneficiary who initially elects installment payments may elect at any time to receive a lump sum payment of the remaining balances, or may elect not more frequently than once in any 12-month period to increase the amount of the installment payments. From time to time, the Plan will establish and publish to Participants and beneficiaries the order in which installment payments are deducted from Accounts and from the investment funds in which Accounts are invested. The Participant or beneficiary will be permitted to change investment elections during the installment period on the same basis as active Participants. See Addendum A for rules in effect before January 1, 2006.
|
(b)
|
Account Balance Not Over $1,000
. As soon as practicable after the Participant’s Termination Date, but not earlier than the 46th day or such other
|
(c)
|
Account Balance Over $1,000, But Not Over $5,000
. As soon as practicable after the Participant’s Termination Date, but not earlier than the 46th day or such other period as the Committee may establish from time to time, if a Participant’s aggregate Account balances are in excess of $1,000 but not in excess of $5,000 as of the payment date, and the Participant does not elect to receive a distribution of his or her Total Account to be paid directly to him/her or in a direct rollover to an eligible retirement plan, then the Committee shall pay a distribution of the aggregate Account balances as an eligible rollover distribution to an individual retirement account designated by the Committee without the Participant’s consent. When the Account balances of a Participant or beneficiary who is receiving installment payments decreases to less than $5,000, the Plan will not cash out or roll over those balances unless the Participant or beneficiary elects a direct rollover or a lump sum payment.
|
6.6
|
Medium of Payment
. The Participant or beneficiary may elect to receive the distribution of his/her Account balances either (1) entirely in cash, (2) in whole shares of Employer Stock (to the extent the Participant or beneficiary’s Account is invested in Employer Stock), or (3) a combination of cash and Employer Stock. The Plan will distribute cash for amounts invested in funds other than the Employer Stock Fund, and cash or shares of Employer Stock for Employer Stock allocable to Share Units for amounts invested in the Employer Stock Fund. Any fractional share of Employer Stock will be paid in cash. If the Trustee is not able to purchase a sufficient number of shares of Employer Stock, the Committee will notify the Participant or beneficiary that distribution will be delayed until the
|
6.7
|
Required Minimum Distribution Rules
. The following provisions are effective January 1, 2003, except as otherwise stated. The requirements of this Section take precedence over any inconsistent provisions of the Plan. The Plan will determine and pay all distributions required under this Section in accordance with Code Section 401(a)(9) and Treas. Regs. Section 1.401(a)(9). The Plan permits a terminated Participant to defer payment until the end of the second calendar month following the month when he/she reaches age 70-1/2. The Plan makes a lump sum payment of his/her Account balances, or begins installment payments, no later than that date
|
(a)
|
Applicable Definitions
. For purposes of this Section, the following terms have the meanings set forth below.
|
(1)
|
Account Balance
means the Account Balance as of the last valuation date in the calendar year preceding the Distribution Calendar Year.
|
(2)
|
Designated Beneficiary
means the Participant’s surviving Spouse, or another individual who is designated as a beneficiary under Section 6.7 and is a Designated Beneficiary under Treas. Regs. Section 1.401(a)(9)-4. The Plan permits Participants to designate multiple beneficiaries.
|
(3)
|
Distribution Calendar Year
means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains his/her Required Beginning Date. For distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under this Section.
|
(4)
|
Five-Year Rule
means the requirement under Code Section 401(a)(9) that the Plan must distribute the entire balance in an Account by December 31 of the year containing the fifth anniversary of the Participant’s or surviving Spouse’s death, unless the surviving Spouse or other Designated Beneficiary began to receive installment payments no later than the end of the calendar year following the year when the Participant or surviving Spouse died, as applicable.
|
(5)
|
Life Expectancy
. Except as otherwise stated in this Section, the life
expectancy tables set forth in Treas. Regs. Section 1.401(a)(9)-9 are irrelevant to this Plan. Regardless of the number of years of a Spouse’s or other Designated Beneficiary’s Life Expectancy according to the applicable table, the Plan will distribute the Participant’s entire Account balance to such individual over a period not longer than 9 years.
|
(6)
|
Required Beginning Date
means April 1 following the later of the calendar year in which the Participant reaches age 70‑1/2 or the year in which he/she retires, except that the Required Beginning Date for any Participant who is a 5-percent owner is April 1 following the calendar year in which he/she reaches age 70‑1/2 even if he/she has not retired. The Required Beginning Date for a surviving Spouse is December 31 of the later of the calendar year in which the Participant would have reached age 70-1/2 if he/she had survived, or the year when he/she died. The Required Beginning Date for a non-Spouse Beneficiary is December 31 of the calendar year following the year in which the Participant died, or December 31 of the year containing the fifth anniversary of the Participant’s death, as applicable under this Section. The Plan will distribute each Participant's and each beneficiary’s entire interest, or begin to make distribution, no later than his/her Required Beginning Date.
|
(b)
|
Separate Accounts for Multiple Beneficiaries
. If a Participant is survived by multiple Designated Beneficiaries, and if the Committee establishes separate accounts for such Beneficiaries by December 31 of the year following the year of
|
(c)
|
Participant’s Death Before his/her Required Beginning Date
. If a Participant dies before his/her Required Beginning Date, the Plan will distribute the entire balance in his/her Account, or begin to make distribution, no later than the applicable Required Beginning Date, and will complete the distribution over the following applicable period. The Committee will ignore any payment made before the Required Beginning Date and will treat the Spouse or other Designated Beneficiary as if the Participant had died before payments began, even if the Participant had received his/her first minimum annual payment before his/her death.
|
(1)
|
If the surviving Spouse is the sole Designated Beneficiary
, the Plan will make or begin distribution by December 31 of the calendar year following the later of the calendar year in which the Participant died or the calendar year in which he/she would have attained age 70-1/2 if he/she had survived. The Plan will distribute the entire balance in the Account over a period not to exceed the lesser or 9 years, or the Spouse’s Life Expectancy using the Single Life Table, as recalculated each year. For each Distribution Calendar Year, the Plan will distribute a minimum amount equal to the quotient obtained by dividing the Account Balance by the lesser of the Spouse’s remaining Life Expectancy, or a period of 9 years minus 1 for each previous Distribution Calendar Year.
|
(2)
|
If the surviving Spouse is not the sole Designated Beneficiary
, the Plan will begin distribution to the Designated Beneficiary by December 31 of the calendar year following the calendar year in which the Participant died. The Plan will distribute the entire balance in the Account over a
|
(3)
|
If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death
, the Plan will distribute the entire balance in the Account by December 31 of the calendar year containing the fifth anniversary of the Participant's death, to any Designated Beneficiary whom the Committee has approved as such by that date, or if none then to the Participant’s estate.
|
(4)
|
If the surviving Spouse is the sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, the Plan will begin distributions by the time specified in Subsection (c)(1) above (the surviving Spouse’s Required Beginning Date) and will apply Subsections (c)(2) and (3) above as if the surviving Spouse were the Participant.
|
(d)
|
Participant’s Death After his/her Required Beginning Date.
If a Participant dies after his/her Required Beginning Date, the Plan will determine required minimum distributions under this Subsection.
|
(1)
|
Required Minimum Distributions During the Participant’s Lifetime.
During the Participant's lifetime, for each Distribution Calendar Year the Plan will distribute a minimum amount equal to the quotient obtained by dividing the Account Balance by the lesser of 9 years or the distribution period in the Uniform Lifetime Table, using the Participant's age as of his/her birthday in the Distribution Calendar Year. The Plan will base the distribution for the year of the Participant’s death on his/her Life Expectancy using the Uniform Lifetime Table. If a Participant's sole
|
(2)
|
Participant’s Death On or After his/her Required Beginning Date With a Designated Beneficiary
. If a Participant dies on or after his/her Required Beginning Date and has a Spouse or other Designated Beneficiary, for each Distribution Calendar Year after the year of the Participant's death the Plan will distribute a minimum amount equal to the quotient obtained by dividing the Account Balance by the lesser of 9 years or the longer of the remaining Life Expectancy of the Participant or Designated Beneficiary, measuring both Life Expectancies using the Single Life Table. The Participant's remaining Life Expectancy is calculated using his/her age in the year of death, reduced by one for each subsequent year.
|
(3)
|
Participant’s Death On or After his/her Required Beginning Date With No Designated Beneficiary
. If a Participant dies on or after his/her Required Beginning Date and does not have a Spouse or other Designated Beneficiary as of September 30 of the year after the year of his/her death, for each Distribution Calendar Year after the year of the Participant's death the Plan will distribute a minimum amount equal to the quotient obtained by dividing the Account Balance by the Participant's remaining Life Expectancy calculated using the Single Life Table and his/her age in his/her year of death, reduced by one for each subsequent year. Life Expectancy will not exceed 9 years.
|
(e)
|
Qualified Domestic Relations Orders (QDRO).
The Plan may defer a required minimum distribution for a period up to 18 months as necessary to give the Committee time to review and implement the terms of a QDRO.
|
(f)
|
Trust as Designated Beneficiary
. If a Participant names a trust as a beneficiary, the Plan may treat the beneficiaries of the trust as the Designated Beneficiaries for purpose of the minimum distribution requirements. The Designated Beneficiaries must provide the Committee the trust documentation that certifies the Designated Beneficiaries under the trust, by October 31 of the year following the year of the Participant’s death.
|
(g)
|
Election to Allow Participants or Beneficiaries to Elect Five-Year Rule
. The Plan will permit each Participant and each Designated Beneficiary to elect, on an individual basis, whether the Five-Year Rule or the Life Expectancy Rule will apply to distributions after the Participant’s death. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Subsection (c), or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving Spouse's) death. If neither the Participant nor Beneficiary
|
(h)
|
Age 65 Payment Rule
. Unless the Participant elects otherwise, the Plan will make or begin to make payment of his/her Account balances no later than the 60th day after the end of the Plan Year in which occurs the latest of: (1) his/her 65th birthday; (2) the tenth anniversary of the date he/she began participating in the Plan; or (3) his/her Termination Date. The Plan treats a failure to elect earlier payment as an election to defer.
|
(i)
|
Suspension of Required Minimum Distributions During 2009
. Pursuant to Code Section 401(a)(9)(H), enacted by the Worker, Retiree and Employer Recovery Act of 2008 (WRERA), the Committee provided a notice to all Participants who otherwise would have been required to receive a minimum distribution during 2009, explaining that unless they affirmatively elected a distribution, the Plan suspended such distributions for 2009. Participants who elect to receive a distribution for 2009 are permitted to elect direct rollovers, and are not subject to the normal 20% income tax withholding. Required minimum distributions will resume in 2010, without any make-up for waived distributions for 2009. If the Five-Year Rule applies to the beneficiary of a deceased Participant, the Committee will determine the five-year period by disregarding calendar year 2009, to extend the payment period to six years.
|
6.8
|
Beneficiary Designation.
|
(a)
|
Procedure
. The Participant may name as his/her primary and/or contingent beneficiary one or more individuals or an entity other than a natural person, e.g., a trust, foundation, school, or church, to receive any Account balances remaining in the Plan after his/her death. The surviving Spouse will be the sole primary beneficiary unless the Spouse has waived that right under Subsection (b). If no designated beneficiary survives the Participant, the Plan will treat the surviving Spouse (if any) as the beneficiary, or if none, then the Participant’s surviving children, per capita; if none, the Participant’s surviving grandchildren, per capita; or if none, then the Participant’s estate. If the Participant names more than one beneficiary, he/she must designate the percentages payable to each, and may indicate whether each beneficiary is primary or secondary. The Participant who elects the installment form of payment may designate a primary and secondary beneficiary, and may change his/her beneficiary(s) at any time before his/her death, with Spousal consent if he/she is married. If the Participant was receiving installment payments, the Plan will pay any balance that remains after the death of the last surviving designated beneficiary, to that beneficiary’s estate. After the Participant’s death, the beneficiary will have the same right to make investment elections under Section 4.2 as the Participant would have had if he/she had survived, and to elect payment under the rules set forth in this Article 6. The Plan will not honor any beneficiary designation that the Committee or the Service Center did not receive before the Participant’s death.
|
(b)
|
Waiver of Spouse’s Rights
. The sole primary beneficiary of the married Participant is his/her surviving Spouse, unless he/she elects to have all or any part of his/her Account balances that otherwise would be payable to his/her surviving Spouse after his/her death, payable instead to one or more beneficiary(s) designated under Subsection (a). Each such election must be in writing and (1) must be signed by the Participant and his/her Spouse; (2) the Spouse must give either specific consent for each named beneficiary, or general consent for the Participant to name any beneficiary; (3) the Spouse’s consent must acknowledge the effect of the election and that he/she cannot later revoke the waiver, unless the Spouse has given specific consent and the Participant makes a new non-Spouse beneficiary designation without the Spouse’s consent; and (4)
|
(c)
|
Disclaimer of Beneficiary Status
. Any beneficiary may disclaim the right to receive all or part of the Account balance that otherwise would be payable, by presenting to the Committee a written and notarized disclaimer. The Plan will treat the beneficiary who has disclaimed his/her rights as if he/she predeceased the Participant.
|
(d)
|
Judicial Determination
. If the Committee for any reason considers it improper to direct any payment as specified in this Section, it may have a court of applicable jurisdiction determine to whom payments should be made.
|
6.9
|
Payment to a Representative
. In the circumstances described in this Section, the Committee may request a court of competent jurisdiction to determine the payee. Any payment made pursuant to this Section will be in full satisfaction of all liability that the Plan and Plan fiduciaries have with respect to the Participant and/or beneficiary(s).
|
(a)
|
On Behalf of a Participant
. If a Participant is incompetent to handle his/her affairs at any time while he/she is entitled to receive a payment from the Plan, the Trustee will make payment to his/her court appointed personal representative, or if none is appointed the Trustee may in its discretion make payment to his/her next‑of‑kin or attorney-in-fact, for the benefit of the Participant.
|
(b)
|
On Behalf of a Minor or Incompetent Beneficiary
. If a deceased Participant’s beneficiary is a minor, or is legally incompetent, the Committee will direct the Trustee to make payment to the court-appointed guardian or representative of such beneficiary, or to a trust established for the benefit of such beneficiary, as applicable. If no guardian or representative is appointed, and no trust is
|
6.10
|
Unclaimed Benefits
. If the Committee cannot locate a Participant or any other person entitled to receive the Participant's Account balances, with reasonable effort and after a period of five years after a Participant has reached age 65 or died, the Committee will direct the recordkeeper to reduce his/her balance to zero in order to avoid a violation of the minimum distribution rules under Code Section 401(a)(9). The Committee may, in its sole discretion, arrange for the unclaimed Account balance to escheat to the Participant’s state of residence as reflected in Plan or Employer records, or may apply the proceeds toward the affected Employer’s Contribution for that Plan Year or the next Plan Year. If the Participant or his/her Beneficiary or estate subsequently makes a claim for benefits, the Committee will cause the affected Employer to make a contribution sufficient to reinstate the Account balance with interest, as required under Treasury Regulations Section 1.401(a)-14(d) or any other applicable law.
|
6.11
|
Direct Rollover of Eligible Distributions.
|
(a)
|
Applicable Definitions
. For purposes of this Section, the following terms have the meaning set forth below.
|
(1)
|
Eligible Rollover Distribution (excluding Designated Roth Accounts)
. Eligible Rollover Distributions include (A) lump sum distributions, and (B) any other distribution that is not part of a series of substantially equal periodic payments, made at least annually, over a period of at least 10 years, or over the lifetime or life expectancy of a Participant or the joint lifetimes or life expectancies of a Participant and his/her named beneficiary. Payments that are not Eligible Rollover Distributions include (A) minimum annual amounts required to be paid under Code Section 401(a)(9); (B) amounts paid as cash dividends on Employer Stock; (C) hardship withdrawals; (D) loan proceeds; (E) refunds of Excess 402(g) Contributions; (E) refunds of Employee Contributions that had been designated as Catch-Up Contributions but that failed to meet the
|
(2)
|
Eligible Rollover Distribution from Designated Roth Account
. A Participant may elect to make a direct rollover of all or part of his/her distribution from his/her Designated Roth Account, but only to another designated Roth account in another employer’s Code Section 401(k) plan, 403(b) plan, or 457(b) Plan, or to a Roth IRA. If a Participant rolls over a distribution from his/her Designated Roth Account to the same type account in another plan, his/her period of participation carries over from this Plan to the recipient plan for purposes of measuring the 5-taxable-year period for determining a Qualified Roth Distribution under the recipient plan. However, if a Participant makes a rollover from his/her Designated Roth Account to a Roth IRA, the period that the rolled-over funds were in this Plan does not account toward that 5-year period; except that if he/she contributed to any Roth IRA in any prior year, the 5-taxable-year period for determining a Qualified Roth Distribution from his/her current Roth IRA is measured from the date of his/her earliest prior-year Roth IRA contribution.
|
(b)
|
Persons Eligible to Direct a Rollover
. The following persons are eligible to instruct the Committee to roll over all or part of their Eligible Rollover Distribution to an Eligible Rollover Plan: (1) a Participant, (2) a surviving Spouse, (3) a Spousal alternate payee under a Qualified Domestic Relations Order, and (4) a non-Spouse beneficiary (who may roll over only to an inherited IRA established to receive the rollover).
|
(c)
|
Written Notice
. The Committee will provide a timely written notice of the right to make a direct rollover. The notice will include all information required under Code Section 402(f). The Committee will notify non-Spouse beneficiaries that if
|
(d)
|
Rollover Procedures
. The payee who wishes to direct a rollover must timely provide to the Committee written information required to implement the rollover.
|
7.1
|
Excess 402(g) Contributions.
The Plan will limit each Participant's total before-tax and after-tax Employee Contributions to the Dollar Limit in effect for each calendar year. If any Participant makes Excess 402(g) Contributions for any calendar year, the excess amount will be distributed under the following rules.
|
(a)
|
Time of Distribution
. If the Participant made his/her Excess 402(g) Contribution solely to this Plan, the Committee will distribute the excess amount and attributable earnings as soon as practicable after it discovers the excess. If the Participant made his/her Excess 402(g) Contribution in whole or in part to another qualified plan, or to an IRA or Roth IRA, but wishes to withdraw all or part of the excess amount from this Plan, he/she must submit to the Committee no later than March 15 written documentation that he/she made Excess 402(g) Contributions for the previous calendar year and a written request that a specified amount of the excess be distributed from this Plan. If any Excess 402(g) Contribution is not refunded by April 15 of the calendar year following the calendar year in which it was contributed, it will remain in the Participant's Before-Tax Account until a distribution event occurs under Article 5 or 6, except to the extent the Internal Revenue Service (IRS) permits earlier distribution under a self-correction program or otherwise. The Plan will not refund any Excess 402(g) Contribution in excess of the amount the Participant has actually contributed to this Plan plus attributable earnings.
|
(b)
|
Reporting Form
. When the Plan implements a refund of an Excess 402(g) Contribution, it will designate the refund as an Excess 401(g) Contribution on the appropriate form published by the IRS so that the Participant can designate the refund as an Excess 402(g) Contribution on his/her income tax return.
|
(c)
|
Order of Distributions
. From time to time, the Committee will instruct the recordkeeper whether to use the first-in-first-out method, or the last-in-first-out method, to make refunds of Excess 402(g) Contributions.
|
(d)
|
Inclusion in Annual Addition
. Excess 402(g) Contributions made by HCEs and by NCEs that are refunded in the same Plan Year or by April 15 of the next following Plan Year will not be included in their Annual Additions for Section 415 purposes. Excess 402(g) Contributions that are also Excess Annual Additions and that are refunded pursuant to this Section will not be included in the Participant's Annual Addition.
|
(e)
|
Determination of Earnings
. The Committee will use the Plan's normal method of calculating earnings to determine the amount of earnings attributable to each Participant's Excess 402(g) Contributions for the Plan Year for which the Contribution was made, and will ignore gap period earnings (for the period between the end of the Plan Year and the refund date).
|
7.2
|
Code Section 415 Limitation
. In no event will the Maximum Annual Addition for any Participant exceed the Code Section 415 Limit described in this Section.
|
(a)
|
Applicable Definitions
. For purposes of this Section, the following terms will have the meanings set forth below.
|
(1)
|
Annual Addition
means, for each Participant for each Limitation Year, the sum of the Employee Contributions and Employer Contributions allocated to his/her Accounts under this Plan. Annual Addition
excludes
(A) Excess 402(g) Contributions that are timely refunded; (B) any
|
(2)
|
Annual Addition for Leveraged ESOP
. For any Limitation Year for which no more than one‑third of the Employer Contributions used to repay principal and/or interest on an Acquisition Loan are allocated to HCEs, the Annual Addition will not include the Participant’s allocable share of Employer Contributions used to pay interest on an Acquisition Loan, if the Trustee makes the interest payment no later than the due date of the Company's federal income tax return, including extensions, for the fiscal year that is the same Limitation Year for which the Contribution was made. The Committee may in its discretion reallocate Employer Contributions to the extent necessary to avoid allocating more than one‑third of such Contributions to HCEs for any Limitation Year. For any Limitation Year when more than one‑third of the Employer Contributions are allocated to HCEs, each Participant's Annual Addition will be based on both principal and interest payments on any Acquisition Loan.
|
(3)
|
Compensation,
for purposes of the Code Section 415 limitations, includes only items includable in compensation under Treas. Regs. § 1.415(c)-2(b)(1), and excludes all items listed in Treas. Regs. § 1.415(c)-2(c) and therefore is safe harbor
Simplified Compensation
as defined in Treas. Regs. § 1.415(c)-2(d)(2). Such Compensation will not include amounts paid after a Participant’s Termination Date, except that
|
(4)
|
Controlled Group
means the Controlled Group as defined in Article 1, except that 50% is substituted for 80% each place it appears. For purposes of the Code Section 415 Limit, all Controlled Group members are considered to be a single Employer.
|
(5)
|
Excess Annual Addition
means any Elective Contribution and/or Employer Contribution that exceeds the Participant's Maximum Annual Addition for the Limitation Year.
|
(6)
|
Limitation Year
means the Plan Year.
|
(7)
|
Annual Addition Limit
means, for each Participant during each Limitation Year, an amount that does not exceed the lesser of (A) $40,000 as indexed in $1,000 increments under Code Section 415, or (B) 100% of his/her Compensation.
|
(b)
|
Correction of Excess Annual Additions
. If the Annual Addition allocated to any Participant’s Account for any Plan Year exceeds his/her Maximum Annual Addition, the Employer will correct the Excess Annual Addition by following the applicable procedures that the Internal Revenue Service has prescribed under the Employee Plans Compliance Resolution System.
|
(c)
|
Combining of Plans
. For purposes of applying the limitations described in this Section, all defined contribution plans that are qualified under Code Sections 401(a) and 501(a) and are maintained by Controlled Group members, will be treated as a single defined contribution plan. If any Controlled Group member maintains a qualified defined contribution plan for any Plan Year, the Committee will determine from which plan any Excess Annual Addition will be distributed.
|
(d)
|
Compliance with Code Section 415
. The intent of this Section is that the maximum permissible allocation under Code Section 415 is available to each Participant for each Limitation Year. If there is any discrepancy between this Section and Code Section 415, Code Section 415 will prevail.
|
7.3
|
Top-Heavy Rules
. Effective January 1, 2012, the provisions of this Section 7.3 shall be applicable only if the Plan becomes “top-heavy” as defined below for any Plan Year. If the Plan becomes “top-heavy” for a Plan Year, the provisions of this Section 7.3 shall apply to the Plan effective as of the first day of such Plan Year and shall continue to apply to the Plan until the Plan ceases to be “top-heavy” or until the Plan is terminated or otherwise amended.
|
(a)
|
Applicable Definitions
. For purposes of this Section, the following terms have the meanings set forth below.
|
(1)
|
Aggregation Group
. The
Required Aggregation Group
includes each qualified plan maintained in the Controlled Group in which a Key Employee is a participant, and each other plan that enables any plan with Key Employee participants to meet the requirements of Code Section 401(a)(4) or 410, which plans are required to be aggregated for purposes of determining top-heavy status.
The
Permissive Aggregation Group
includes the qualified plans of the Controlled Group that are required to be aggregated, plus such plans that are not part of the Required Aggregation Group but that satisfy the requirements of Code Sections 401(a)(4) and 410 when considered together with the Required Aggregation Group.
|
(2)
|
Cumulative Account Balances
means the Cumulative Account Balance of each Participant as of any Determination Date, which includes his: (A) Employer Contribution Account balance as of the most recent Valuation Date, adjusted by allocations of his/her proportionate share of Employer Contributions actually made and allocations of investment gains or losses made or due to be made under Section 4.1 of the main text of the Plan as of the Determination Date; (B) Employee Contribution Account balances as of the most recent Valuation Date, adjusted by allocations of investment gains or losses made or due to be made under Section 4.1 as of the Determination Date; and (C) distributions made during the one-year period ending on the Determination Date because of termination, death or Disability and any in-service withdrawals made during the five-year period ending on the Determination Date, but excluding distributions made to or on behalf of any Participant who has not performed service for an Employer during the one-year period ending on the Determination Date, and excluding distributions rolled over to qualified plans maintained by Controlled Group members that are reflected in Account balances.
|
(3)
|
Determination Date
means, for each Plan Year, the last day of the preceding Plan Year.
|
(4)
|
Key Employee
means any Employee or former Employee (including any deceased employee) who at any time during the Plan Year that includes the Determination Date was an officer of an Employer having annual Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of an Employer, or a 1-percent owner of an Employer having annual Compensation greater than $150,000. No more than the lesser of 50 Employees or 10 percent of all Employees (at least 3) are treated as officers.
|
(5)
|
Non‑Key Employee
means an Employee who is not a Key Employee.
|
(6)
|
Safe Harbor Contributions
means the Matching Contributions made under this Plan, which are designed to comply with Code Sections 401(k)(12) and 401(m)(11) and to qualify the Plan for an exemption from nondiscrimination testing under Code Sections 401(k)(3) and 401(m)(2), i.e.
,
the ADP and ACP tests. Effective January 1, 2011, the Plan is a Qualified Automatic Contribution Arrangement that also complies with Code Sections 401(k)(13) and 401(m)(12).
|
(7)
|
Top-Heavy Plan Year
means a Plan Year when the Plan is top-heavy.
|
(b)
|
Determination of Top-Heavy Status
. The Plan will be treated as top‑heavy for the tested Plan Year if either: (1) the sum of the Cumulative Account Balances of Participants who are Key Employees exceeds 60 percent of the sum of the Cumulative Account Balances of all Participants; or (2) the Plan is part of a Required Aggregation Group in which more than 60 percent of the sum of (A) aggregated Cumulative Account Balances, and (B) present values of accrued benefits under defined benefit plans, have been accumulated in favor of Key Employees (including distributions under any Employer-sponsored plan during the 1-year period ending on the determination date, or during the past 5-year period for any in-service withdrawals). The Plan will not be considered a top-
|
(c)
|
Minimum Benefit During Top-Heavy Plan Years
. Each Participant who is a Non-Key Employee in a Top-Heavy Plan Year and who also participates in a defined benefit plan maintained by a Controlled Group member, will receive the minimum benefit under the defined benefit plan required under Code Section 416(c)(1). Each Non-Key Employee Participant who does not participate in a defined benefit plan, and who has not terminated Employment as of the last day of the Plan Year, will receive an allocation of Employer Contributions in an amount not less than the lesser of (A) 3 percent of his/her taxable Form W-2 Compensation, or (B) the Compensation percentage of the Key Employee whose percentage is the highest of all Participants for the Plan Year, which percentage is calculated by including both Employer Contributions (other than Safe Harbor Contributions) and Employee Contributions. The Company will make the required Employer Contribution for each eligible Non-Key Employee Participant whether or not he/she has made any Employee Contributions for the Plan Year, and regardless of his/her level of Form W-2 Compensation for the Plan Year.
|
(d)
|
History of Top-Heavy Rules.
The Plan was a safe harbor plan that accepted only Employee Contributions that meet the safe harbor requirements of Code Sections 401(k)(12) and 401(k)(13) and Matching Contributions that meet the safe harbor requirements of Code Sections 401(m)(11) and 401(m)(13) from January 1, 2002 through December 31, 2011 and the Plan is deemed to be in compliance with the Code Section 416 top-heavy rules effective January 1, 2002. The Committee has determined that the Plan was not top-heavy for any Plan Year before 2002. The Top-Heavy rules that applied before the Plan became safe harbor in the 2002 Plan Year, which have been revised to comply with the Economic Growth and Tax Reform and Reconciliation Act of 2001 are set forth in Addendum A.
|
8.1
|
Amendment.
|
(a)
|
Procedure
. The Company may amend the Plan from time to time. In addition, the Plan may be amended as follows:
|
(1)
|
The Compensation Committee of the Board may amend or terminate the Plan or any portion of the Plan at any time.
|
(2)
|
The Benefits Committee may amend the Plan, at any time except that the benefits Committee may not adopt any amendment that significantly impacts the Plan's liabilities, or terminates the Plan or any portion of the Plan, without the consent of the Compensation Committee.
|
(3)
|
All amendments made by the Company, the Compensation Committee or the Benefits Committee are binding on all Employers.
|
(4)
|
The Company, the Compensation Committee, and the Benefits Committee may delegate the right to make amendments to each other and to appropriate officers of the Company.
|
(b)
|
Prohibited Amendments
. Except as may be permissible under applicable law, no amendment will have the effect of any of the following:
|
(1)
|
Exclusive Benefit
. No amendment will permit any part of the Trust Fund to be used for purposes other than the exclusive benefit of Participants and beneficiaries and the payment of reasonable administrative expenses.
|
(2)
|
Nonreversion
. No amendment will cause any portion of the Trust Fund to be returned to any Employer, except as provided in Article 4 and Subsection 8.2(d).
|
(3)
|
Account Balances
. No amendment will eliminate or reduce any Participant’s Account balances determined as of the effective date of the amendment.
|
(4)
|
Effect on Trustee
. No amendment will materially increase the duties or responsibilities of the Trustee without its written consent.
|
(5)
|
Amendment of Vesting Schedule.
Any amendment to the vesting schedule is subject to Code Sections 411(a)(10) and 411(d)(6) and applicable regulations.
|
(6)
|
Retroactive Amendments.
Subject to the foregoing limitations, any amendment may be made retroactively which, in the judgment of the Committee is necessary or advisable, provided that such retroactive amendment does not deprive a Participant without his/her
consent, of the right to receive benefits due under this Plan that have already vested and matured in such Participant, except as such modification or amendment may be permitted under applicable law.
|
(c)
|
Limited to Active Participants
. Except as specifically stated in the amendment, no amendment that improves benefits will apply to any Employee whose Termination Date occurred before the effective date of the amendment.
|
(d)
|
Administrative Changes Without Plan Amendment
. The Benefits Committee is authorized to make administrative changes to this Plan document that do not alter either the minimum qualification requirements or the Plan’s funding and expense provisions, without formal amendment to the Plan. The Benefits Committee may implement such changes by substituting pages in the Plan document with corrected pages. Administrative changes include, but are not
|
8.2
|
Termination of the Plan.
|
(a)
|
Right to Terminate
. The Company expects this Plan to be continued indefinitely but necessarily reserves the right, through action of the Board or the Compensation
Committee, to terminate the Plan or any portion of the Plan at any time, and all contributions attributed to the terminated portion, and to terminate the participation of any Employer at any time. The Benefits Committee has sole and complete discretionary authority to determine when a partial termination of the Plan has occurred.
|
(b)
|
Full Vesting
. In the event of termination or partial termination of the Plan, the Account Balance of each affected Participant, to the extent funded, will become fully vested as of the termination date. For purposes of accelerated vesting, affected Participants will include only those who are in active Employment as of the Plan termination date. All non-vested Participants who terminated Employment before the Plan termination date and have incurred a One-Year Break will be considered to have received constructive (zero) cash-outs of their Matching Account balances.
|
(c)
|
Provision for Benefits Upon Plan Termination
. If the Plan terminates, the Finance Committee, after coordinating with the Benefits Committee, may, in its discretion, either (1) continue the Trust for so long as it considers advisable and so long as permitted by law, either through the existing Trust Agreement(s), or through successor funding media; or (2) terminate the Trust, and in that event, the Benefits Committee shall pay all expenses, and direct the payment of Account balances in the form of a lump-sum. Payment of benefits upon plan termination must comply with Subsection 6.1(e)
|
(d)
|
Surplus Reversion
. Any assets that remain after all benefits under the Plan have been allocated will be returned to the Company and/or the affected Employer(s), to the extent permitted by applicable law.
|
(e)
|
Merger, Consolidation, Transfer.
In the event of any merger or consolidation of the Plan with any other plan, or the transfer of assets or liabilities by the Plan to another plan, each Participant will be entitled to receive a benefit immediately after the merger, consolidation or transfer, if the Plan then terminated, which is equal to or greater than the benefit he/she would have been entitled to receive immediately before the merger, consolidation, or transfer if the Plan had then terminated.
|
9.1
|
Allocation of Responsibilities
. The Company and Employers, the Benefits Committee, the Finance Committee and other Fiduciaries of the Plan, have the powers and duties described below.
|
(a)
|
Company
. The Company may amend the Plan in accordance with Section 8.1, including terminating the Plan in whole or in part. The Company and each other Employer is responsible for making Contributions to the Plan in accordance with the terms of the Plan.
|
(b)
|
Compensation Committee
. The Compensation Committee may amend the Plan in accordance with Section 8.1, including terminating the Plan in whole or in part.
|
(c)
|
Benefits Committee
. The Benefits Committee serves as the Plan Administrator and has primary responsibility for the operation and administration of the Plan. In addition, the Benefits Committee may amend the Plan in accordance with Section 8.1. Without limiting the foregoing, the Benefits Committee has the following powers and duties:
|
(1)
|
Rules
. The Benefits Committee may from time to time in its sole discretion adopt rules, regulations and procedures necessary or helpful for the administration of the Plan and the performance of the Benefits Committee's duties under the Plan.
|
(2)
|
Rights to Benefits
. The Benefits Committee has sole and complete discretionary authority to determine the eligibility of any individual to participate in the Plan, the right of any Participant or beneficiary to receive benefits, and the amount of benefits to which any Participant or beneficiary may be entitled under the Plan, and to implement the claims procedure described in this Article 9.
|
(3)
|
Payments
. The Benefits Committee will direct the payment of Account balances from the Trust, or may appoint a disbursing agent, and will specify the payee, the amount and the conditions of each payment. The Benefits Committee will also comply (or transfer responsibility to the Trustee or other payee) with all applicable Federal and state income tax withholding requirements for distribution payments.
|
(4)
|
Construction
. The Benefits Committee has full discretion to, through itself or through its delegates, construe the terms of the Plan and to resolve ambiguities and omissions that may arise in the operation or administration of the Plan (including without limitation the resolution of any questions of fact, interpretation or application), to make equitable adjustments for any mistakes or errors made in the operation or administration of the Plan, and to make final decisions on all questions and disputes arising under the Plan. In all cases, the decision of the Benefits Committee is final and binding on all parties.
|
(5)
|
Disclosure
. The Benefits Committee will prepare and distribute to the Employees plan summaries, notices, statements and other information about the Plan in such manner as it deems proper and in compliance with applicable law.
|
(6)
|
Employee Data
. The Benefits Committee will request from the Employers complete information regarding the Compensation and Employment data for each Participant and other facts as it considers necessary from time to time, and is entitled to treat Employer records as conclusive with respect to such information.
|
(7)
|
Individual Accounts
. The Benefits Committee or its agent will maintain individual Accounts for each Participant, and will allocate Contributions, expenses, investment earnings/losses, withdrawals and distributions, to the proper Accounts.
|
(8)
|
Elections and Applications
. The recordkeeper or the Benefits Committee will provide electronic and/or paper forms for use by Participants in making contribution and investment elections, in-service withdrawals and loans, and applying for benefits.
|
(9)
|
Safe Harbor Compliance
. The Benefits Committee will monitor the Plan’s compliance with the applicable safe harbor requirements set forth in Code Sections 401(k)(12) and/or 401(k)(13) and 401(m)(11) and/or 401(m)(12) throughout each Plan Year, and will take any action it considers necessary or appropriate to comply with such requirements, so long as the Company intends to retain safe harbor status. For any Plan Year when the Plan is required to perform the ADP and ACP nondiscrimination tests, the Benefits Committee will monitor compliance.
|
(10)
|
Reporting
. The Benefits Committee will cause to be filed all reports required under ERISA, the Code and any other applicable federal law.
|
(11)
|
Collection of Contributions.
The Benefits Committee is responsible for monitoring whether contributions due and owing to the Plan are timely transmitted to the Trust and for collecting or directing the Trustee with respect to the collection of any contributions that are not timely transmitted within a reasonable time in accordance with applicable law. For avoidance of doubt, the Benefits Committee's responsibility hereunder relates solely to the collection of contributions from Employers only after a legally enforceable obligation to make the contribution arises under applicable law.
|
(12)
|
Correction of Defects
. The Benefits Committee will take reasonable steps to ensure that the Plan document is in compliance with all applicable laws as in effect from time to time, and to ensure that the Plan is administered as written. If the Benefits Committee discovers a material defect in the Plan's operation or administration, it will take reasonable
|
(d)
|
Finance Committee
. The Finance Committee serves as the named fiduciary responsible for managing the funding, cost, and financial aspects of the Plan, including the investment of Plan assets. Without limiting the foregoing, the Finance Committee has the following powers and duties:
|
(1)
|
Trustee.
The Finance Committee may from time to time discharge the Trustee and appoint one or more successor Trustees and enter into trust agreement(s) with such Trustee or Trustees. The Finance Committee is the Plan's named fiduciary for purposes of directing the Trustee with respect to all matters pertaining to the investment of the assets of the Plan.
|
(2)
|
Investment Policy
. The Finance Committee will establish, maintain and periodically review an investment policy for the Trust.
|
(3)
|
Investment Managers
. The Finance Committee may from time to time and at any time, appoint, approve the appointment of, remove, and/or replace, one or more investment managers to manage the assets of the Trust.
|
(4)
|
Financial Statements
. The Finance Committee will annually report the Plan's financial results to the Compensation Committee.
|
(5)
|
Financial Audit
. The Finance Committee will engage on behalf of the Plan an independent qualified public accountant to examine the financial statements and other records of the Plan for the purposes of an annual audit and opinion as to whether the financial statements and schedules in the Plan’s annual report are presented fairly in conformity with generally accepted accounting principles, unless such audit is otherwise not required.
|
(e)
|
Trustee.
The Trustee shall have the duties and responsibilities described in the Trust Agreement. The Committees shall give to the Trustee any order, direction, consent or advice required under the terms of the Trust Agreement, and the Trustee shall be entitled to rely on any instrument delivered to it and signed by the secretary or any authorized member of the Committees as evidencing the action of the Committees.
|
(f)
|
Named Fiduciaries and Other Fiduciaries
. The Benefits Committee, Finance Committee and the Trustee are named fiduciaries of the Plan. Other Fiduciaries of the Plan include investment managers and advisers appointed by the Finance Committee and such other persons or individuals to whom fiduciary responsibilities may be delegated pursuant to procedures described by this Article 9. The powers and duties of each Fiduciary hereunder, whether or not a named fiduciary, shall be limited to those specifically allocated or delegated to each of them under the terms of the Plan and Trust Agreement. It is expressly recognized that a Fiduciary may have certain powers and duties in a capacity other than as a Fiduciary and that these powers and duties are not fiduciary in nature and are not subject to the rules of fiduciary conduct under ERISA.
|
9.2
|
Committee Organization and Operation.
|
(a)
|
Composition of Benefits Committee.
The Benefits Committee shall be composed of at least three members, one of whom will be the Chairman. The Chairman of the Benefits Committee will be the Company's Chief Human Resources Officer; provided that, if there is no Chief Human Resources Officer or if the Company’s Chief Human Resources Officer is unwilling to serve, the Company's Chief Financial Officer will appoint an acting Benefits Committee Chairman (who may be the Chief Financial Officer). The Benefits Committee Chairman appoints the other members of the Committee and may from time to time remove a member and appoint one or more new members. Any member may resign by delivering his/her written resignation to the Benefits Committee Chairman.
|
(b)
|
Composition of Finance Committee
. The Finance Committee shall be composed of at least three members, one of whom will be the Chairman. The Chairman of the Finance Committee will be the Company's Chief Financial Officer; provided that, if there is no Chief Financial Officer or if the Chief Financial Officer is unable or unwilling to serve, the Company’s Chief Human Resources Officer will appoint an acting Finance Committee Chairman (who may be the Chief Human Resources Officer). The Finance Committee Chairman appoints the other members of the Committee and may from time to time remove a member and appoint one or more new members. Any member may resign by delivering his/her written resignation to the Finance Committee Chairman.
|
(c)
|
Committee Procedures
. Each Committee may, from time to time, adopt and amend rules and procedures governing its actions, including without limitation, rules and procedures governing meetings, voting and other actions.
|
(d)
|
Additional Powers of the Committees
. Each Committee shall have all powers necessary to enable it to properly perform the duties allocated to it under this Plan and the Trust Agreement. Each Committee has sole and complete discretionary authority in the exercise of all its powers and duties as to invoke the arbitrary-and-capricious standard of review as opposed to the de novo standard.
|
(e)
|
Delegation of Duties
. From time to time, either Committee may delegate or allocate, by a written instrument filed in its records, all or any part of its duties under the Plan or the Trust Agreement to one or more of its members (including a subcommittee), to employees of an Employer and to other agents as may be deemed advisable. The Committee may revoke such allocation or delegation of responsibilities in the same manner. In the exercise of such allocated or delegated responsibilities, any action of the person(s) to whom responsibilities are delegated or allocated shall have the same force and effect for all purposes hereunder as if such action had been taken by the Committee. The Committee shall not be liable for any acts or omissions of such person(s) to whom responsibilities are delegated or allocated. The person(s) to whom
|
(f)
|
Appointment of Agents
. Each Committee may appoint agents who may or may not be Committee members, as it considers necessary for the effective performance of its duties, and may delegate to the agents fiduciary duties and liabilities or ministerial or other powers and duties as it considers expedient or appropriate. The Committee will fix the compensation of the agents. Committee members and agents who are Employees receive no additional compensation for their services on a Committee.
|
(g)
|
Reliance on Committee Documents
. Any written memorandum signed by the secretary or any member of the Committee who has been authorized to act on behalf of the Committee shall have the same force and effect as a formal resolution adopted in open meeting.
|
9.3
|
General Rules for Fiduciaries.
It is intended that the provisions of the Plan and Trust Agreement allocate to each Fiduciary the individual responsibilities for the prudent execution of the functions assigned to each such Fiduciary. None of the allocated responsibilities or any other responsibilities shall be shared by two or more Fiduciaries unless such sharing shall be provided by a specific provision in the Plan or the Trust Agreement. If any of the enumerated responsibilities of a Fiduciary are specifically waived by the Secretary of Labor, then such enumerated responsibilities shall also be deemed to be waived for the purposes of the Plan and Trust Agreement. Whenever one Fiduciary is required by the Plan or the Trust Agreement to follow the directions of another Fiduciary, the two Fiduciaries shall not be deemed to have been assigned a share of any responsibility, but the responsibility of the Fiduciary giving the directions shall be deemed
|
(1)
|
serving in more than one Fiduciary capacity with respect to the Plan and Trust Agreement;
|
(2)
|
receiving any benefit to which he/she may be entitled as a Participant or beneficiary in the Plan, so long as the benefit is computed and paid on a basis that is consistent with the terms of the Plan as applied to all other Participants and beneficiaries; or
|
(3)
|
receiving any reasonable compensation for services rendered, or for the reimbursement of expenses properly and actually incurred in the performance of his/her duties with respect to the Plan, except that no person so serving who already receives full-time pay from an Employer shall receive compensation from the Plan, except for reimbursement of expenses properly and actually incurred.
|
9.4
|
Expenses
. All expenses of the Plan and Trust shall be paid by the Plan, except to the extent the Employer(s) elect to pay such expenses. To the extent that the Employer(s) may pay any expenses of the Plan and Trust, the Employer(s) shall not be obligated to
|
9.5
|
Indemnification and Insurance.
The Employers (to the extent permissible under law and consistent with their charters and bylaws) shall indemnify and hold harmless the Board of Directors, the Compensation Committee, each Committee and each individual member of the Board and any such committees and any Employer and any Employee authorized to act on behalf of any such entities and all persons formerly serving in such capacity ("Covered Persons") for any liability, loss, expense, assessment or other cost of any kind or description whatsoever, including legal fees and expense, which they actually incur for their acts and omissions, past, current or future, in the exercise of their duties and responsibilities with respect to the Plan including all expenses reasonably incurred in the defense of such acts or omissions. Unless paid by the Company or the Employers, the Benefits Committee may direct Plan funds to be applied, in accordance with ERISA
|
9.6
|
Claims Procedure.
|
(a)
|
Application for Benefits
. Each Participant, or beneficiary, must submit a written application for payment of Plan benefits, with such documentation as the Benefits Committee considers necessary to process the application. The Benefits Committee may adopt forms and require that the forms be used to apply for benefits. The Plan will not treat as a claim any oral or electronic request for information or for a re-determination of benefits. The Benefits Committee reserves the right to withhold payment of any request for the payment of benefits if conflicting claims have been asserted. The Trustee will not pay any benefit under the Plan until the Benefits Committee has determined, in its sole and complete discretion, that the claimant is entitled to the benefit.
|
(b)
|
Initiating a Claim
. If a Participant or beneficiary believes he/she is entitled to rights or benefits that he/she has not received, in whole or in part, he/she may file a written claim with the Benefits Committee. If the Benefits Committee adopts claims forms, a claim must be filed on the forms adopted by the Benefits Committee; otherwise, a written request to the Benefits Committee is sufficient. The claim should set forth the sufficient facts to support the asserted claim and should include any documentation that will enable the Benefits Committee to make its decision. A claim may be filed by the legal representative of a Participant or beneficiary.
|
(c)
|
Decision on Claim
. Within 90 days after receipt of a written claim and supporting information, the Benefits Committee will issue a written decision. If special circumstances require an extension of time, the Benefits Committee will furnish the claimant written notice of the extension (up to 90 additional days), and an explanation why the extension is necessary, before the end of the initial 90-day period. If the claim is denied in whole or in part, the notice will set forth (1)
|
(d)
|
Appeal
. The claimant and/or his/her representative may appeal a denied claim by sending a written request for review to the Benefits Committee within 60 days after receiving notice of the denial. The claimant or his/her representative may submit a statement of issues and supporting arguments and any documentation he/she has to support the claim. The claimant may inspect all documents that are reasonably pertinent to his/her case, upon reasonable notice to the Benefits Committee, but may not inspect confidential information concerning any other person. The Benefits Committee may set the matter for oral hearing and give the claimant reasonable notice of the time and place. The Benefits Committee will proceed promptly to resolve all issues and will issue a written decision to the claimant within 60 days after receipt of the written appeal request. If special circumstances require an extension of time, the Benefits Committee will notify the claimant or his/her representative in writing before the end of the 60 day period that an extension (up to an additional 60 days) is needed and the reasons for the extension. The Benefits Committee will send written notice of its decision on the appeal. If the appeal is denied, the Benefits Committee’s notice will state the specific reasons for the denial and refer to specific supporting provisions of the Plan, explain the claimant’s right to receive all documents relevant to the claim free of charge and describe the claimant’s right to seek judicial review of the denial.
|
(e)
|
Special Time Period for Benefits Committee Meetings
. Notwithstanding Subsection 9.6(c), during periods when the Benefits Committee holds regularly scheduled meetings at least quarterly, and a claimant’s request for appeal is received less than 30 days before a scheduled meeting, the Benefits Committee
|
(f)
|
Exhaustion of Administrative Remedies
. Anyone claiming rights or benefits under this Plan must exhaust the administrative remedies under the Plan’s claims procedures before taking action, including but not limited to, pursuing any remedies available under ERISA Section 502(a) in any other forum.
|
(g)
|
Time Limit on Legal Action.
Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one (1) year following a final decision on the claim for benefits under these claims procedures. The one (1)-year statute of limitations on suits for benefits shall apply in any forum where a claimant initiates such suit or legal action. If a civil action is not filed within this one (1)-year period, the claimant's benefit claim will be deemed permanently waived and abandoned, and the claimant will be precluded from reasserting it.
|
9.7
|
Notice.
|
(a)
|
Communications From Participants Or Beneficiaries
. Any notice, election, application, instruction, designation or other form of communication required to be given or submitted by any Employee, Participant, or beneficiary must be in the form and delivery method prescribed from time to time by the Benefits Committee and is deemed to be duly given only upon actual receipt thereof.
|
(b)
|
Communications To Participants and Beneficiaries
. Any notice, statement, report and other communication to any Employee, Participant, or beneficiary required or permitted by the Plan will be deemed to have been duly given when delivered by hand to such person, mailed to such person at the address last appearing on records maintained by the Plan or Employer, or delivered electronically to such person.
|
(c)
|
Electronic Administration
. In its rules and procedures for the administration of the Plan (including, without limitation, procedures covering any directions, elections, or other action by Participants, and the delivery of statements and other disclosure materials to such individuals), the Benefits Committee may provide for the use of electronic communications and other media.
|
10.1
|
Headings
. The headings and subheadings in this Plan have been inserted for convenient reference, and to the extent any heading or subheading conflicts with the text, the text will govern.
|
10.2
|
Construction.
The Plan will be construed in accordance with the laws of the State of Georgia, without regard to any choice-of-law rules, except to the extent such laws are preempted by ERISA and the Code and/or any other applicable federal law.
|
10.3
|
Continued Qualification for Tax-Exempt Status.
Notwithstanding any other provision of the Plan, the amendment and restatement of the Plan is adopted on the condition that it will be approved by the Internal Revenue Service as meeting the requirements of the Code and ERISA for continued tax-exempt status, and if continued qualification is denied and cannot be obtained by revisions satisfactory to the Committee, the Committee may delete all or any part of the amendment and restatement, or may declare it null and void in its entirety.
|
10.4
|
Nonalienation.
No benefits payable under the Plan are subject to the claim or legal process of any creditor of any Participant or beneficiary, and no Participant or beneficiary will alienate, transfer, anticipate or assign any benefits under the Plan, except that distributions will be made pursuant to (a) qualified domestic relations orders issued in accordance with Code Section 414(p), (b) judgments resulting from federal tax assessments, (c) agreements between a Participant or beneficiary and an Employer under Treasury Regulations Section 1.401(a)(13)(e) for the use of all or part of his benefits under the Plan to repay his indebtedness to the Employer, which amount of benefits will be paid in a lump sum as soon as practicable after the agreement is executed and will be subject to the withholding requirements set forth in Section 10.7; and (d) as otherwise required by law. The Committee will offset the Account balances of any Participant or beneficiary if required under a judgment of conviction for a crime involving the Plan, or under a civil judgment or a consent order, or settlement agreement with a
|
10.5
|
No Employment Rights.
Participation in the Plan will not give any Employee the right to be retained in the employ of any Employer, or upon termination any right or interest in the Plan except as provided in the Plan.
|
10.6
|
No Enlargement of Rights.
No person will have any right to or interest in any portion of the Plan except as specifically provided in the Plan.
|
10.7
|
Withholding for Taxes.
Payments under the Plan are subject to withholding for income taxes as required by law. The Committee will withhold 20 percent federal income tax from each eligible rollover distribution over $200 that is not directly rolled over into another qualified retirement plan or individual retirement account under Section 4.5. The Committee will withhold the amount or percentage elected by the Participant or beneficiary for any payment that is not an eligible rollover distribution.
|
10.8
|
Suspension of Transaction
. The Committee reserves the right to adopt rules and procedures that in its discretion it determines to be reasonably necessary:
|
(a)
|
Blackout Periods
. A
blackout period
is a period for which any ability that is otherwise available under the Plan, for Participants or beneficiaries to direct or diversify the investments in their Accounts, or to obtain loans, withdrawals or distributions, is temporarily suspended, limited, or restricted for any period longer than three consecutive business days. If a period of suspension of Participant rights is a
blackout period,
the Committee will provide advance notice to the affected Participants in compliance with DOL Regs. Section 2520.101-3(d)(1). The Committee may impose a reasonable period of suspension, restriction, or limitation on such rights, to accommodate changes in recordkeepers, trustees, investment managers or advisors, and/or investment funds.
|
(b)
|
Investment Elections
. In addition to the restrictions on fund transfers described in Article 4, the Committee will require Participants and beneficiaries to comply
|
Name of Grantee
|
|
_
[Name]
____________________________
|
|
|
|
Target Number of Restricted Stock Units
|
|
_
[
# of Units
]
_____
|
|
|
|
Grant Date
|
|
|
(i)
|
The Grantee shall vest in a percentage of Restricted Stock Units (between 0% and 150%) indicated by the following ROTCE Matrix adjusted by the TSR Modifier below on February 14, 2020 (the “Vesting Date”); provided, that the Grantee has remained in continuous employment with SunTrust or a Subsidiary from the Grant Date through the Vesting Date, except as provided in §5(d) hereof (pertaining to vesting after Retirement). In addition, the Restricted Stock Units may vest prior to the Vesting Date in accordance with any other provisions of §4 or §5. The Absolute ROTCE for SunTrust and each member of the Peer Group shall be calculated and ranked from high to low.
|
SunTrust’s ROTCE Rank
|
|||||
Within Top 3 Banks
|
120%
|
130%
|
140%
|
150%
|
|
Within Next 3 Banks
|
120%
|
130%
|
140%
|
||
Within Next 3 Banks
|
50%
|
100%
|
120%
|
130%
|
|
Within Bottom 3 Banks
|
50%
|
100%
|
120%
|
||
|
|
|
|
|
|
|
|
<
[ ]%
|
[ ]%
|
[ ]%
|
>
[ ]%
|
|
|
STI Absolute ROTCE
|
(ii)
|
The Payout Percentage is determined as follows: (1) Locate the column(s) in the ROTCE Matrix that correspond to SunTrust’s Absolute ROTCE; (2) Determine the ROTCE Rank of SunTrust and each member of the Peer Group ranked from high to low; (3) interpolate between the Payout Percentages in the row corresponding to SunTrust’s ROTCE Rank based on the percentages in the column(s) that correspond to SunTrust’s Absolute ROTCE.
|
(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 an equivalent number of shares of Stock 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: within two (2) years following a 409A Change in Control or (D) February 14, 2020.
|
(ii)
|
the portion, if any, of the Vested Units comprising the “Award Percentage” greater than 130% shall be paid in an equivalent number of shares of Stock 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: within two (2) years following a 409A Change in Control or (D) February 14, 2021.
|
(b)
|
In the event payment is made pursuant to sub-paragraph §6(a)(i)(A), §6(a)(i)(B), §6(a)(i)(C), §6(a)(ii)(A), or §6(a)(ii)(B), §6(a)(ii)(C) above, such payment shall be made within 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 the sixty (60) day period which commences immediately following February 14, 2020 and February 14, 2021, as applicable.
|
(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.
|
Bank of America
|
3.
|
Fifth Third Bancorp
|
4.
|
Regions Financial Corp
|
5.
|
PNC Financial Services Group, Inc.
|
6.
|
Wells Fargo & Company
|
7.
|
BB&T Corp.
|
8.
|
Huntington Bancshares Corporation
|
9.
|
U.S. Bancorp
|
10.
|
M&T Bank Corp.
|
Name of Grantee
|
|
Name
|
|||
|
|
|
|||
Restricted Stock Units
|
|
Number of Units
|
|||
|
|
|
|||
Grant Date
|
|
Grant Date
|
33⅓
|
% of the Grant shall be vested on the first anniversary of the Grant Date;
|
33⅓
|
% of the Grant shall be vested on the second anniversary of the Grant Date;
|
33⅓
|
% of the Grant shall be vested on the third anniversary of the Grant Date.
|
[insert # equal to 33⅓%]
|
shall be paid on the first anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the second anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the third anniversary of the Grant Date.
|
Name of Grantee
|
|
[Name]
|
|
|
|
Restricted Stock Units
|
|
[# of Units]
|
|
|
|
Grant Date
|
|
[Grant Date]
|
33⅓
|
% of the Grant shall be vested on the first anniversary of the Grant Date;
|
33⅓
|
% of the Grant shall be vested on the second anniversary of the Grant Date;
|
33⅓
|
% of the Grant shall be vested on the third anniversary of the Grant Date.
|
[insert # equal to 33⅓%]
|
shall be paid on the first anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the second anniversary of the Grant Date;
|
[insert # equal to 33⅓%]
|
shall be paid on the third anniversary of the Grant Date.
|
SunTrust Banks, Inc.
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends
|
|||||||||||||||||||
|
|
||||||||||||||||||
|
For the Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Ratio 1 - Including interest on deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
1
|
|
$2,683
|
|
|
|
$2,697
|
|
|
|
$2,267
|
|
|
|
$1,666
|
|
|
|
$2,770
|
|
Fixed charges
|
643
|
|
|
588
|
|
|
633
|
|
|
626
|
|
|
849
|
|
|||||
Total earnings
|
|
$3,326
|
|
|
|
$3,285
|
|
|
|
$2,900
|
|
|
|
$2,292
|
|
|
|
$3,619
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
|
$259
|
|
|
|
$219
|
|
|
|
$235
|
|
|
|
$291
|
|
|
|
$429
|
|
Interest on funds purchased and securities sold under agreements to repurchase
|
11
|
|
|
5
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||||
Interest on other short-term borrowings
|
3
|
|
|
3
|
|
|
14
|
|
|
13
|
|
|
18
|
|
|||||
Interest on trading liabilities
|
24
|
|
|
22
|
|
|
21
|
|
|
17
|
|
|
15
|
|
|||||
Interest on long-term debt
|
260
|
|
|
252
|
|
|
270
|
|
|
210
|
|
|
299
|
|
|||||
Portion of rents representative of the interest factor of rental expense
|
86
|
|
|
87
|
|
|
89
|
|
|
91
|
|
|
84
|
|
|||||
Total fixed charges
|
643
|
|
|
588
|
|
|
633
|
|
|
626
|
|
|
849
|
|
|||||
Preferred stock dividend requirements
|
94
|
|
|
90
|
|
|
53
|
|
|
46
|
|
|
17
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$737
|
|
|
|
$678
|
|
|
|
$686
|
|
|
|
$672
|
|
|
|
$866
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
5.17x
|
|
|
5.59x
|
|
|
4.58x
|
|
|
3.66x
|
|
|
4.26x
|
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
4.51x
|
|
|
4.85x
|
|
|
4.23x
|
|
|
3.41x
|
|
|
4.18x
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio 2 - Excluding interest on deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
1
|
|
$2,683
|
|
|
|
$2,697
|
|
|
|
$2,267
|
|
|
|
$1,666
|
|
|
|
$2,770
|
|
Fixed charges
|
384
|
|
|
369
|
|
|
398
|
|
|
335
|
|
|
420
|
|
|||||
Total earnings
|
|
$3,067
|
|
|
|
$3,066
|
|
|
|
$2,665
|
|
|
|
$2,001
|
|
|
|
$3,190
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on funds purchased and securities sold under agreements to repurchase
|
|
$11
|
|
|
|
$5
|
|
|
|
$4
|
|
|
|
$4
|
|
|
|
$4
|
|
Interest on other short-term borrowings
|
3
|
|
|
3
|
|
|
14
|
|
|
13
|
|
|
18
|
|
|||||
Interest on trading liabilities
|
24
|
|
|
22
|
|
|
21
|
|
|
17
|
|
|
15
|
|
|||||
Interest on long-term debt
|
260
|
|
|
252
|
|
|
270
|
|
|
210
|
|
|
299
|
|
|||||
Portion of rents representative of the interest factor of rental expense
|
86
|
|
|
87
|
|
|
89
|
|
|
91
|
|
|
84
|
|
|||||
Total fixed charges
|
384
|
|
|
369
|
|
|
398
|
|
|
335
|
|
|
420
|
|
|||||
Preferred stock dividend requirements
|
94
|
|
|
90
|
|
|
53
|
|
|
46
|
|
|
17
|
|
|||||
Fixed charges and preferred stock dividends
|
|
$478
|
|
|
|
$459
|
|
|
|
$451
|
|
|
|
$381
|
|
|
|
$437
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
7.99x
|
|
|
8.31x
|
|
|
6.70x
|
|
|
5.97x
|
|
|
7.60x
|
|
|||||
Ratio of earnings to fixed charges and preferred stock dividends
|
6.42x
|
|
|
6.68x
|
|
|
5.91x
|
|
|
5.25x
|
|
|
7.30x
|
|
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 Advisory Services, Inc.
|
|
Delaware
|
|
none
|
|
|
|
|
|
SunTrust Bank
|
|
Georgia
|
|
LightStream Lending,
|
|
|
|
|
SunTrust Dealer Financial Services,
|
|
|
|
|
SunTrust Bank, Corp,
|
|
|
|
|
Pillar Financial, LLC,
|
|
|
|
|
Pillar,
|
|
|
|
|
Cohen Financial
|
|
|
|
|
|
SunTrust Mortgage, Inc.
|
|
Virginia
|
|
Crestar Mortgage
|
|
|
|
|
|
Twin Rivers Insurance Company
|
|
South Carolina
|
|
none
|
|
|
|
|
|
Premium Assignment Corporation
|
|
Florida
|
|
none
|
|
|
|
|
|
Premium Assignment Corporation, II
|
|
California
|
|
none
|
|
|
|
|
|
SunTrust Community Capital, LLC
|
|
Georgia
|
|
none
|
|
|
|
|
|
CM Finance, LLC
|
|
Delaware
|
|
none
|
|
|
|
|
|
SunTrust Equipment Finance & Leasing Corp.
|
|
Virginia
|
|
SunTrust Leasing
|
|
|
|
|
|
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;
|
(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;
|
(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.
|