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 1/4000th 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 I (representing interests in shares of Perpetual Preferred Stock, Series B)
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New York Stock Exchange
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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TABLE OF CONTENTS
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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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•
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we may experience negative reactions from the financial markets, including negative impacts on our stock price
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•
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we may experience negative reactions from our customers, vendors and teammates
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•
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we will have incurred substantial expenses and will be required to pay certain costs relating to the Merger, including legal, accounting, investment banking and advisory fees, whether or not the Merger is completed
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•
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we will have been bound by certain restrictions on the conduct of our business prior to completion of the Merger; such restrictions, the waiver of which is subject to the consent of BB&T (not to be unreasonably withheld, conditioned or delayed), may prevent us from making certain acquisitions or taking certain other specified actions during the pendency of the Merger
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•
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our management team will have devoted substantial time and resources to matters relating to the Merger (including integration planning), and would otherwise have devoted their time and resources to other opportunities that may have been beneficial to us as an independent financial institution
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•
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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 financial 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 economic or market 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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our forward-looking statements or changes in our forward looking statements
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•
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announcements by us or our competitors of new services or technology, mergers, acquisitions, or joint ventures
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•
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the stock price of BB&T (given the proposed Merger)
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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
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Cumulative Total Return for the Years Ended December 31
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||||||||||||||||||||||
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2013
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2014
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2015
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2016
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2017
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2018
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||||||||||||
SunTrust (STI)
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$100.00
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$115.91
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$121.13
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$158.80
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$191.33
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$153.40
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S&P 500 Index
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100.00
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113.68
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115.24
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129.02
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157.17
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150.27
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S&P 500 Banks Industry Index
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100.00
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115.51
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116.49
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144.81
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177.47
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148.30
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Common Stock 1, 2
|
||||||||
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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
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4,550,359
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$68.03
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4,550,359
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$350
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February 1 - 28
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287,254
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71.08
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287,254
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330
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March 1 - 31
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—
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—
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—
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330
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Total during first quarter of 2018
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4,837,613
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68.22
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4,837,613
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330
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April 1 - 30
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4,910,576
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67.20
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4,910,576
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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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—
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—
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Total during second quarter of 2018
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4,910,576
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67.20
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4,910,576
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—
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July 1 - 31
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4,487,600
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69.90
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4,487,600
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1,686
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August 1 - 31
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2,556,079
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72.88
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2,556,079
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1,500
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September 1 - 30
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—
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—
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—
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1,500
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Total during third quarter of 2018
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7,043,679
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70.99
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7,043,679
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1,500
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October 1 - 31
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9,360,426
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63.03
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9,360,426
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910
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November 1 - 30
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2,542,720
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62.95
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2,542,720
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750
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December 1 - 31
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—
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—
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—
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750
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Total during fourth quarter of 2018
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11,903,146
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63.01
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11,903,146
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750
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Total 2018
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28,695,014
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$66.56
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28,695,014
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$750
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Item 6. SELECTED FINANCIAL DATA
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|||||||||||
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Year Ended December 31
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||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
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2018
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2017
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2016
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2015
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2014
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||||||||||
Summary of Operations:
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Interest income
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$7,205
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$6,387
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$5,778
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$5,265
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$5,384
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Interest expense
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1,218
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754
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557
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501
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544
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|||||
Net interest income
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5,987
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5,633
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5,221
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4,764
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4,840
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|||||
Provision for credit losses
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208
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409
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444
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165
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342
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|||||
Net interest income after provision for credit losses
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5,779
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5,224
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4,777
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4,599
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4,498
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|||||
Noninterest income
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3,226
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3,354
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3,383
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3,268
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3,323
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|||||
Noninterest expense
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5,673
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5,764
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5,468
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5,160
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5,543
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|||||
Income before provision for income taxes
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3,332
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2,814
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2,692
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2,707
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2,278
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|||||
Provision for income taxes
|
548
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|
532
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|
805
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764
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|
493
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|||||
Net income attributable to noncontrolling interest
|
9
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|
9
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9
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|
10
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11
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|
|||||
Net income
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$2,775
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$2,273
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$1,878
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$1,933
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$1,774
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Net income available to common shareholders
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$2,668
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$2,179
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$1,811
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$1,863
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$1,722
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Adjusted net income available to common shareholders 1
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$2,668
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$2,179
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$1,811
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$1,863
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$1,729
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Net interest income-FTE 1
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$6,075
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$5,778
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$5,359
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$4,906
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$4,982
|
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Total revenue
|
9,213
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8,987
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|
8,604
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|
8,032
|
|
|
8,163
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|
|||||
Total revenue-FTE 1
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9,301
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|
9,132
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|
8,742
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|
|
8,174
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|
|
8,305
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|
|||||
Total adjusted revenue-FTE 1
|
9,301
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|
|
9,132
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|
|
8,742
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8,174
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8,200
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|
|||||
Net income per average common share:
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|
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|
||||||||||
Diluted
|
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$5.74
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$4.47
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$3.60
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$3.58
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$3.23
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Adjusted diluted 1
|
5.74
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|
4.47
|
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|
3.60
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|
3.58
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3.24
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|
|||||
Basic
|
5.79
|
|
|
4.53
|
|
|
3.63
|
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|
3.62
|
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|
3.26
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|
|||||
Dividends declared per common share
|
1.80
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|
1.32
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1.00
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0.92
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|
0.70
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|||||
Book value per common share
|
49.57
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|
47.94
|
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|
45.38
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43.45
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41.32
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|
|||||
Tangible book value per common share 1
|
35.73
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|
|
34.82
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|
32.95
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31.45
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|
29.62
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|
|||||
Market capitalization
|
22,541
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|
|
30,417
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|
26,942
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|
21,793
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21,978
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|
|||||
Period End Balances:
|
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|
||||||||||
Total assets
|
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$215,543
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$205,962
|
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$204,875
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|
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$190,817
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$190,328
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Earning assets
|
192,497
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182,710
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|
184,610
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|
172,114
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|
168,678
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|||||
LHFI
|
151,839
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|
143,181
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|
143,298
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136,442
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133,112
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|||||
ALLL
|
1,615
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|
1,735
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1,709
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1,752
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1,937
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|||||
Consumer and commercial deposits
|
161,544
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|
|
159,795
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|
158,864
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|
148,921
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139,234
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|
|||||
Long-term debt
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15,072
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|
9,785
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|
11,748
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|
8,462
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13,022
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|||||
Total shareholders’ equity
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24,280
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|
25,154
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|
23,618
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|
23,437
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23,005
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|||||
Selected Average Balances:
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||||||||||
Total assets
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$207,277
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$204,931
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$199,004
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$188,892
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$182,176
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Earning assets
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186,154
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184,212
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178,825
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|
168,813
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|
162,189
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|||||
LHFI
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145,714
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144,216
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|
141,118
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|
133,558
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|
130,874
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|
|||||
Intangible assets including residential MSRs
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8,372
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8,034
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|
7,545
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7,604
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7,630
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|||||
Residential MSRs
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1,963
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1,615
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|
1,190
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|
1,250
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|
|
1,255
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|
|||||
Consumer and commercial deposits
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159,768
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|
|
159,549
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|
154,189
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|
|
144,202
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|
|
132,012
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|
|||||
Long-term debt
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12,458
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|
11,065
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|
|
10,767
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|
|
10,873
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|
|
12,359
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|
|||||
Preferred stock
|
2,115
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|
|
1,792
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|
1,225
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|
|
1,225
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|
|
800
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|
|||||
Total shareholders’ equity
|
24,210
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|
|
24,301
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|
|
24,068
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|
|
23,346
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|
|
22,170
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|
|||||
Average common shares - diluted
|
464,961
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|
|
486,954
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|
|
503,466
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|
|
520,586
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|
|
533,391
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|
|||||
Average common shares - basic
|
460,922
|
|
|
481,339
|
|
|
498,638
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|
|
514,844
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|
|
527,500
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|
|||||
Financial Ratios:
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|
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|
||||||||||
Effective tax rate
|
16
|
%
|
|
19
|
%
|
|
30
|
%
|
|
28
|
%
|
|
22
|
%
|
|||||
ROA
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1.34
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|
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1.11
|
|
|
0.94
|
|
|
1.02
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|
|
0.97
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|
|||||
ROE
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12.13
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|
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9.72
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|
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7.97
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|
|
8.46
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|
|
8.10
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|
|||||
ROTCE 1
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16.89
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|
13.39
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|
|
10.91
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|
|
11.75
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|
|
11.49
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|
|||||
Net interest margin
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3.22
|
|
|
3.06
|
|
|
2.92
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|
|
2.82
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|
|
2.98
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|
|||||
Net interest margin-FTE 1
|
3.26
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|
3.14
|
|
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3.00
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|
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2.91
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|
|
3.07
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|
|||||
Efficiency ratio
|
61.58
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|
|
64.14
|
|
|
63.55
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|
|
64.24
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|
|
67.90
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|
|||||
Efficiency ratio-FTE 1
|
60.99
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|
|
63.12
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|
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62.55
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63.13
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|
|
66.74
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|
|||||
Tangible efficiency ratio-FTE 1
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60.21
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|
62.30
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|
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61.99
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|
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62.64
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66.44
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|
|||||
Adjusted tangible efficiency ratio-FTE 1
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59.56
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|
61.04
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61.99
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62.64
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|
|
63.34
|
|
|||||
Total average shareholders’ equity to total average assets
|
11.68
|
|
|
11.86
|
|
|
12.09
|
|
|
12.36
|
|
|
12.17
|
|
|||||
Tangible common equity to tangible assets 1
|
7.63
|
|
|
8.21
|
|
|
8.15
|
|
|
8.67
|
|
|
8.44
|
|
|||||
Common dividend payout ratio
|
31.0
|
|
|
29.1
|
|
|
27.5
|
|
|
25.5
|
|
|
21.5
|
|
Item 6. SELECTED FINANCIAL DATA (continued)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Capital Ratios at period end 2:
|
|
|
|
|
|
|
|
|
|
||||||||||
CET1 (Basel III)
|
9.21
|
%
|
|
9.74
|
%
|
|
9.59
|
%
|
|
9.96
|
%
|
|
N/A
|
|
|||||
Tier 1 common equity (Basel I)
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
9.60
|
%
|
|||||
Tier 1 capital
|
10.30
|
|
|
11.15
|
|
|
10.28
|
|
|
10.80
|
|
|
10.80
|
|
|||||
Total capital
|
12.02
|
|
|
13.09
|
|
|
12.26
|
|
|
12.54
|
|
|
12.51
|
|
|||||
Leverage
|
9.26
|
|
|
9.80
|
|
|
9.22
|
|
|
9.69
|
|
|
9.64
|
|
1
|
See Table 29 in Item 7 (MD&A) of this Form 10-K for a reconcilement of non-U.S. GAAP measures and additional information.
|
2
|
Basel III Final Rules became effective for the Company on January 1, 2015; thus, Basel III CET1 ratios are not applicable ("N/A") in periods ending prior to January 1, 2015 and Basel I Tier 1 common equity ratio is N/A in periods ending after January 1, 2015. Tier 1 capital, Total capital, and Leverage ratios for periods ended prior to January 1, 2015 were calculated under Basel I. Basel III capital ratios are calculated under the standardized approach using regulatory capital methodology applicable to the Company for each period presented, including the phase-in of transition provisions through January 1, 2018.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
|
Consolidated Daily Average Balances, Income/Expense, and Average Yields Earned/Rates Paid
|
|
Table 1
|
|
|||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
(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
|
|
$67,648
|
|
|
|
$2,575
|
|
|
3.81
|
%
|
|
|
$68,423
|
|
|
|
$2,286
|
|
|
3.34
|
%
|
|
|
$68,406
|
|
|
|
$2,148
|
|
|
3.14
|
%
|
CRE
|
6,100
|
|
|
252
|
|
|
4.13
|
|
|
5,158
|
|
|
177
|
|
|
3.43
|
|
|
5,808
|
|
|
169
|
|
|
2.92
|
|
||||||
Commercial construction
|
3,391
|
|
|
158
|
|
|
4.65
|
|
|
4,011
|
|
|
148
|
|
|
3.70
|
|
|
2,898
|
|
|
94
|
|
|
3.25
|
|
||||||
Residential mortgages - guaranteed
|
550
|
|
|
17
|
|
|
3.08
|
|
|
539
|
|
|
16
|
|
|
2.92
|
|
|
575
|
|
|
20
|
|
|
3.45
|
|
||||||
Residential mortgages - nonguaranteed
|
27,439
|
|
|
1,058
|
|
|
3.86
|
|
|
26,392
|
|
|
1,003
|
|
|
3.80
|
|
|
25,554
|
|
|
964
|
|
|
3.77
|
|
||||||
Residential home equity products
|
9,801
|
|
|
478
|
|
|
4.87
|
|
|
10,969
|
|
|
470
|
|
|
4.28
|
|
|
12,297
|
|
|
484
|
|
|
3.94
|
|
||||||
Residential construction
|
212
|
|
|
10
|
|
|
4.49
|
|
|
346
|
|
|
15
|
|
|
4.26
|
|
|
377
|
|
|
17
|
|
|
4.39
|
|
||||||
Consumer student - guaranteed
|
6,862
|
|
|
342
|
|
|
4.98
|
|
|
6,464
|
|
|
286
|
|
|
4.42
|
|
|
5,551
|
|
|
224
|
|
|
4.03
|
|
||||||
Consumer other direct
|
9,521
|
|
|
515
|
|
|
5.41
|
|
|
8,239
|
|
|
406
|
|
|
4.93
|
|
|
6,871
|
|
|
313
|
|
|
4.56
|
|
||||||
Consumer indirect
|
11,917
|
|
|
454
|
|
|
3.81
|
|
|
11,492
|
|
|
401
|
|
|
3.49
|
|
|
10,712
|
|
|
365
|
|
|
3.40
|
|
||||||
Consumer credit cards
|
1,562
|
|
|
180
|
|
|
11.55
|
|
|
1,429
|
|
|
145
|
|
|
10.12
|
|
|
1,188
|
|
|
120
|
|
|
10.10
|
|
||||||
Nonaccrual 2
|
711
|
|
|
19
|
|
|
2.67
|
|
|
754
|
|
|
32
|
|
|
4.28
|
|
|
881
|
|
|
21
|
|
|
2.43
|
|
||||||
Total LHFI
|
145,714
|
|
|
6,058
|
|
|
4.16
|
|
|
144,216
|
|
|
5,385
|
|
|
3.73
|
|
|
141,118
|
|
|
4,939
|
|
|
3.50
|
|
||||||
Securities AFS: 3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
30,984
|
|
|
830
|
|
|
2.68
|
|
|
30,106
|
|
|
743
|
|
|
2.47
|
|
|
27,629
|
|
|
630
|
|
|
2.28
|
|
||||||
Tax-exempt
|
625
|
|
|
19
|
|
|
2.99
|
|
|
433
|
|
|
13
|
|
|
2.99
|
|
|
189
|
|
|
6
|
|
|
3.37
|
|
||||||
Total securities AFS
|
31,609
|
|
|
849
|
|
|
2.69
|
|
|
30,539
|
|
|
756
|
|
|
2.47
|
|
|
27,818
|
|
|
636
|
|
|
2.29
|
|
||||||
Fed funds sold and securities borrowed or purchased under agreements to resell
|
1,437
|
|
|
25
|
|
|
1.68
|
|
|
1,215
|
|
|
9
|
|
|
0.69
|
|
|
1,241
|
|
|
1
|
|
|
0.10
|
|
||||||
LHFS
|
2,050
|
|
|
101
|
|
|
4.91
|
|
|
2,483
|
|
|
99
|
|
|
4.00
|
|
|
2,570
|
|
|
92
|
|
|
3.60
|
|
||||||
Interest-bearing deposits in other banks
|
25
|
|
|
—
|
|
|
2.36
|
|
|
25
|
|
|
—
|
|
|
1.20
|
|
|
24
|
|
|
—
|
|
|
0.40
|
|
||||||
Interest earning trading assets
|
4,775
|
|
|
152
|
|
|
3.18
|
|
|
5,152
|
|
|
120
|
|
|
2.33
|
|
|
5,467
|
|
|
95
|
|
|
1.73
|
|
||||||
Other earning assets 3
|
544
|
|
|
20
|
|
|
3.68
|
|
|
582
|
|
|
18
|
|
|
3.12
|
|
|
587
|
|
|
15
|
|
|
2.51
|
|
||||||
Total earning assets
|
186,154
|
|
|
7,205
|
|
|
3.87
|
|
|
184,212
|
|
|
6,387
|
|
|
3.47
|
|
|
178,825
|
|
|
5,778
|
|
|
3.23
|
|
||||||
ALLL
|
(1,676
|
)
|
|
|
|
|
|
(1,735
|
)
|
|
|
|
|
|
(1,746
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
4,845
|
|
|
|
|
|
|
5,123
|
|
|
|
|
|
|
4,999
|
|
|
|
|
|
||||||||||||
Other assets
|
17,999
|
|
|
|
|
|
|
16,376
|
|
|
|
|
|
|
14,880
|
|
|
|
|
|
||||||||||||
Noninterest earning trading assets and derivative instruments
|
644
|
|
|
|
|
|
|
903
|
|
|
|
|
|
|
1,388
|
|
|
|
|
|
||||||||||||
Unrealized (losses)/gains on securities available for sale, net
|
(689
|
)
|
|
|
|
|
|
52
|
|
|
|
|
|
|
658
|
|
|
|
|
|
||||||||||||
Total assets
|
|
$207,277
|
|
|
|
|
|
|
|
$204,931
|
|
|
|
|
|
|
|
$199,004
|
|
|
|
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW accounts
|
|
$46,170
|
|
|
|
$241
|
|
|
0.52
|
%
|
|
|
$45,009
|
|
|
|
$131
|
|
|
0.29
|
%
|
|
|
$40,949
|
|
|
|
$55
|
|
|
0.13
|
%
|
Money market accounts
|
50,042
|
|
|
268
|
|
|
0.54
|
|
|
53,592
|
|
|
157
|
|
|
0.29
|
|
|
53,795
|
|
|
107
|
|
|
0.20
|
|
||||||
Savings
|
6,647
|
|
|
1
|
|
|
0.02
|
|
|
6,519
|
|
|
1
|
|
|
0.02
|
|
|
6,285
|
|
|
2
|
|
|
0.03
|
|
||||||
Consumer time
|
6,332
|
|
|
64
|
|
|
1.00
|
|
|
5,626
|
|
|
42
|
|
|
0.75
|
|
|
5,852
|
|
|
43
|
|
|
0.73
|
|
||||||
Other time
|
7,986
|
|
|
120
|
|
|
1.50
|
|
|
5,148
|
|
|
57
|
|
|
1.10
|
|
|
3,908
|
|
|
39
|
|
|
1.00
|
|
||||||
Total interest-bearing consumer and commercial deposits
|
117,177
|
|
|
694
|
|
|
0.59
|
|
|
115,894
|
|
|
388
|
|
|
0.34
|
|
|
110,789
|
|
|
246
|
|
|
0.22
|
|
||||||
Brokered time deposits
|
1,031
|
|
|
15
|
|
|
1.47
|
|
|
941
|
|
|
12
|
|
|
1.29
|
|
|
926
|
|
|
12
|
|
|
1.33
|
|
||||||
Foreign deposits
|
94
|
|
|
2
|
|
|
1.88
|
|
|
421
|
|
|
4
|
|
|
0.86
|
|
|
123
|
|
|
1
|
|
|
0.42
|
|
||||||
Total interest-bearing deposits
|
118,302
|
|
|
711
|
|
|
0.60
|
|
|
117,256
|
|
|
404
|
|
|
0.34
|
|
|
111,838
|
|
|
259
|
|
|
0.23
|
|
||||||
Funds purchased
|
1,377
|
|
|
27
|
|
|
1.93
|
|
|
1,217
|
|
|
13
|
|
|
1.02
|
|
|
1,055
|
|
|
4
|
|
|
0.37
|
|
||||||
Securities sold under agreements to repurchase
|
1,688
|
|
|
31
|
|
|
1.77
|
|
|
1,558
|
|
|
15
|
|
|
0.92
|
|
|
1,734
|
|
|
7
|
|
|
0.42
|
|
||||||
Interest-bearing trading liabilities
|
1,270
|
|
|
40
|
|
|
3.16
|
|
|
968
|
|
|
26
|
|
|
2.70
|
|
|
1,025
|
|
|
24
|
|
|
2.29
|
|
||||||
Other short-term borrowings
|
2,214
|
|
|
34
|
|
|
1.53
|
|
|
1,591
|
|
|
8
|
|
|
0.50
|
|
|
1,452
|
|
|
3
|
|
|
0.23
|
|
||||||
Long-term debt
|
12,458
|
|
|
375
|
|
|
3.01
|
|
|
11,065
|
|
|
288
|
|
|
2.60
|
|
|
10,767
|
|
|
260
|
|
|
2.42
|
|
||||||
Total interest-bearing liabilities
|
137,309
|
|
|
1,218
|
|
|
0.89
|
|
|
133,655
|
|
|
754
|
|
|
0.56
|
|
|
127,871
|
|
|
557
|
|
|
0.44
|
|
||||||
Noninterest-bearing deposits
|
42,591
|
|
|
|
|
|
|
43,655
|
|
|
|
|
|
|
43,400
|
|
|
|
|
|
||||||||||||
Other liabilities
|
2,492
|
|
|
|
|
|
|
2,936
|
|
|
|
|
|
|
3,252
|
|
|
|
|
|
||||||||||||
Noninterest-bearing trading liabilities and derivative instruments
|
675
|
|
|
|
|
|
|
384
|
|
|
|
|
|
|
413
|
|
|
|
|
|
||||||||||||
Shareholders’ equity
|
24,210
|
|
|
|
|
|
|
24,301
|
|
|
|
|
|
|
24,068
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders’ equity
|
|
$207,277
|
|
|
|
|
|
|
|
$204,931
|
|
|
|
|
|
|
|
$199,004
|
|
|
|
|
|
|||||||||
Interest rate spread
|
|
|
|
|
2.98
|
%
|
|
|
|
|
|
2.91
|
%
|
|
|
|
|
|
2.79
|
%
|
||||||||||||
Net interest income 4
|
|
|
|
$5,987
|
|
|
|
|
|
|
|
$5,633
|
|
|
|
|
|
|
|
$5,221
|
|
|
|
|||||||||
Net interest income-FTE 4, 5
|
|
|
|
$6,075
|
|
|
|
|
|
|
|
$5,778
|
|
|
|
|
|
|
|
$5,359
|
|
|
|
|||||||||
Net interest margin 6
|
|
|
|
|
3.22
|
%
|
|
|
|
|
|
3.06
|
%
|
|
|
|
|
|
2.92
|
%
|
||||||||||||
Net interest margin-FTE 5, 6
|
|
|
|
|
3.26
|
|
|
|
|
|
|
3.14
|
|
|
|
|
|
|
3.00
|
|
Analysis of Changes in Net Interest Income 1
|
|
|
|
|
|
|
|
Table 2
|
|
||||||||||||||
|
2018 Compared to 2017
|
|
2017 Compared to 2016
|
||||||||||||||||||||
(Dollars in millions)
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
(Decrease)/Increase in Interest Income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LHFI:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
|
($26
|
)
|
|
|
$315
|
|
|
|
$289
|
|
|
|
$—
|
|
|
|
$138
|
|
|
|
$138
|
|
CRE
|
35
|
|
|
40
|
|
|
75
|
|
|
(20
|
)
|
|
28
|
|
|
8
|
|
||||||
Commercial construction
|
(25
|
)
|
|
35
|
|
|
10
|
|
|
40
|
|
|
14
|
|
|
54
|
|
||||||
Residential mortgages - guaranteed
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
||||||
Residential mortgages - nonguaranteed
|
39
|
|
|
16
|
|
|
55
|
|
|
32
|
|
|
7
|
|
|
39
|
|
||||||
Residential home equity products
|
(53
|
)
|
|
61
|
|
|
8
|
|
|
(54
|
)
|
|
40
|
|
|
(14
|
)
|
||||||
Residential construction
|
(6
|
)
|
|
1
|
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Consumer student - guaranteed
|
18
|
|
|
38
|
|
|
56
|
|
|
39
|
|
|
23
|
|
|
62
|
|
||||||
Consumer other direct
|
67
|
|
|
42
|
|
|
109
|
|
|
66
|
|
|
27
|
|
|
93
|
|
||||||
Consumer indirect
|
15
|
|
|
38
|
|
|
53
|
|
|
27
|
|
|
9
|
|
|
36
|
|
||||||
Consumer credit cards
|
14
|
|
|
21
|
|
|
35
|
|
|
24
|
|
|
1
|
|
|
25
|
|
||||||
Nonaccrual
|
(1
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
14
|
|
|
11
|
|
||||||
Securities AFS: 2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
22
|
|
|
65
|
|
|
87
|
|
|
60
|
|
|
53
|
|
|
113
|
|
||||||
Tax-exempt
|
6
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Fed funds sold and securities borrowed or purchased under agreements to resell
|
2
|
|
|
14
|
|
|
16
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
LHFS
|
(19
|
)
|
|
21
|
|
|
2
|
|
|
(3
|
)
|
|
10
|
|
|
7
|
|
||||||
Interest earning trading assets
|
(9
|
)
|
|
41
|
|
|
32
|
|
|
(6
|
)
|
|
31
|
|
|
25
|
|
||||||
Other earning assets 2
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Total increase in interest income
|
78
|
|
|
740
|
|
|
818
|
|
|
206
|
|
|
403
|
|
|
609
|
|
||||||
Increase/(Decrease) in Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW accounts
|
4
|
|
|
106
|
|
|
110
|
|
|
5
|
|
|
71
|
|
|
76
|
|
||||||
Money market accounts
|
(11
|
)
|
|
122
|
|
|
111
|
|
|
—
|
|
|
50
|
|
|
50
|
|
||||||
Savings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Consumer time
|
6
|
|
|
16
|
|
|
22
|
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
Other time
|
38
|
|
|
25
|
|
|
63
|
|
|
13
|
|
|
5
|
|
|
18
|
|
||||||
Brokered time deposits
|
1
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Foreign deposits
|
(4
|
)
|
|
2
|
|
|
(2
|
)
|
|
2
|
|
|
1
|
|
|
3
|
|
||||||
Funds purchased
|
2
|
|
|
12
|
|
|
14
|
|
|
1
|
|
|
8
|
|
|
9
|
|
||||||
Securities sold under agreements to repurchase
|
1
|
|
|
15
|
|
|
16
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||
Interest-bearing trading liabilities
|
9
|
|
|
5
|
|
|
14
|
|
|
(2
|
)
|
|
4
|
|
|
2
|
|
||||||
Other short-term borrowings
|
4
|
|
|
22
|
|
|
26
|
|
|
1
|
|
|
4
|
|
|
5
|
|
||||||
Long-term debt
|
38
|
|
|
49
|
|
|
87
|
|
|
8
|
|
|
20
|
|
|
28
|
|
||||||
Total increase in interest expense
|
88
|
|
|
376
|
|
|
464
|
|
|
26
|
|
|
171
|
|
|
197
|
|
||||||
(Decrease)/Increase in Net Interest Income
|
|
($10
|
)
|
|
|
$364
|
|
|
|
$354
|
|
|
|
$180
|
|
|
|
$232
|
|
|
|
$412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase in Net Interest Income-FTE 3
|
|
|
|
|
|
$297
|
|
|
|
|
|
|
|
$419
|
|
NONINTEREST INCOME
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Components of Noninterest Income
|
|
|
|
|
Table 3
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Service charges on deposit accounts
|
|
$579
|
|
|
|
$603
|
|
|
|
$630
|
|
Other charges and fees 1
|
356
|
|
|
361
|
|
|
359
|
|
|||
Card fees
|
324
|
|
|
344
|
|
|
327
|
|
|||
Investment banking income 1
|
599
|
|
|
623
|
|
|
515
|
|
|||
Trading income
|
161
|
|
|
189
|
|
|
211
|
|
|||
Mortgage related income 2
|
342
|
|
|
422
|
|
|
555
|
|
|||
Trust and investment management income
|
304
|
|
|
309
|
|
|
304
|
|
|||
Retail investment services
|
292
|
|
|
278
|
|
|
281
|
|
|||
Commercial real estate related income
|
134
|
|
|
123
|
|
|
69
|
|
|||
Net securities gains/(losses)
|
1
|
|
|
(108
|
)
|
|
4
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
107
|
|
|
—
|
|
|||
Other noninterest income
|
134
|
|
|
103
|
|
|
128
|
|
|||
Total noninterest income
|
|
$3,226
|
|
|
|
$3,354
|
|
|
|
$3,383
|
|
1
|
Beginning July 1, 2018, we began presenting bridge commitment fee income related to capital market transactions in Investment banking income on the Consolidated Statements of Income. For periods prior to July 1, 2018, this income was previously presented in Other charges and fees and has been reclassified to Investment banking income for comparability. Capital market bridge fee income totaled $14 million, $24 million, and $21 million for the years ended December 31, 2018, 2017, and 2016, respectively.
|
2
|
Beginning with this Form 10-K, we began presenting Mortgage production related income and Mortgage servicing related income as a single line item on the Consolidated Statements of Income titled Mortgage related income. Prior periods have been conformed to this updated presentation for comparability.
|
NONINTEREST EXPENSE
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Components of Noninterest Expense
|
|
|
|
|
Table 4
|
|
|||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Employee compensation
|
|
$2,878
|
|
|
|
$2,854
|
|
|
|
$2,698
|
|
Employee benefits
|
430
|
|
|
403
|
|
|
373
|
|
|||
Total personnel expenses
|
3,308
|
|
|
3,257
|
|
|
3,071
|
|
|||
|
|
|
|
|
|
||||||
Outside processing and software
|
909
|
|
|
826
|
|
|
834
|
|
|||
Net occupancy expense
|
372
|
|
|
377
|
|
|
349
|
|
|||
Marketing and customer development
|
175
|
|
|
232
|
|
|
172
|
|
|||
Equipment expense
|
166
|
|
|
164
|
|
|
170
|
|
|||
Regulatory assessments
|
126
|
|
|
187
|
|
|
173
|
|
|||
Operating losses
|
79
|
|
|
40
|
|
|
108
|
|
|||
Amortization
|
73
|
|
|
75
|
|
|
49
|
|
|||
Consulting and legal fees
|
62
|
|
|
71
|
|
|
93
|
|
|||
Other staff expense
|
52
|
|
|
121
|
|
|
67
|
|
|||
Other noninterest expense
|
351
|
|
|
414
|
|
|
382
|
|
|||
Total noninterest expense
|
|
$5,673
|
|
|
|
$5,764
|
|
|
|
$5,468
|
|
Loan Portfolio by Types of Loans
|
|
|
|
|
|
|
Table 5
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
At December 31
|
||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I 1
|
|
$71,137
|
|
|
|
$66,356
|
|
|
|
$69,213
|
|
|
|
$67,062
|
|
|
|
$65,440
|
|
CRE
|
7,265
|
|
|
5,317
|
|
|
4,996
|
|
|
6,236
|
|
|
6,741
|
|
|||||
Commercial construction
|
2,538
|
|
|
3,804
|
|
|
4,015
|
|
|
1,954
|
|
|
1,211
|
|
|||||
Total commercial LHFI
|
80,940
|
|
|
75,477
|
|
|
78,224
|
|
|
75,252
|
|
|
73,392
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
459
|
|
|
560
|
|
|
537
|
|
|
629
|
|
|
632
|
|
|||||
Residential mortgages - nonguaranteed 2
|
28,836
|
|
|
27,136
|
|
|
26,137
|
|
|
24,744
|
|
|
23,443
|
|
|||||
Residential home equity products
|
9,468
|
|
|
10,626
|
|
|
11,912
|
|
|
13,171
|
|
|
14,264
|
|
|||||
Residential construction
|
184
|
|
|
298
|
|
|
404
|
|
|
384
|
|
|
436
|
|
|||||
Guaranteed student
|
7,229
|
|
|
6,633
|
|
|
6,167
|
|
|
4,922
|
|
|
4,827
|
|
|||||
Other direct
|
10,615
|
|
|
8,729
|
|
|
7,771
|
|
|
6,127
|
|
|
4,573
|
|
|||||
Indirect
|
12,419
|
|
|
12,140
|
|
|
10,736
|
|
|
10,127
|
|
|
10,644
|
|
|||||
Credit cards
|
1,689
|
|
|
1,582
|
|
|
1,410
|
|
|
1,086
|
|
|
901
|
|
|||||
Total consumer LHFI
|
70,899
|
|
|
67,704
|
|
|
65,074
|
|
|
61,190
|
|
|
59,720
|
|
|||||
LHFI
|
|
$151,839
|
|
|
|
$143,181
|
|
|
|
$143,298
|
|
|
|
$136,442
|
|
|
|
$133,112
|
|
LHFS 3
|
|
$1,468
|
|
|
|
$2,290
|
|
|
|
$4,169
|
|
|
|
$1,838
|
|
|
|
$3,232
|
|
Commercial LHFI by Industry
|
|
|
|
|
|
|
Table 6
|
|
|||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
(Dollars in millions)
|
Commercial LHFI
|
|
% of Total Commercial
|
|
Commercial LHFI
|
|
% of Total Commercial
|
||||||
Real estate
|
|
$13,614
|
|
|
17
|
%
|
|
|
$12,905
|
|
|
17
|
%
|
Consumer products and services
|
10,222
|
|
|
13
|
|
|
9,303
|
|
|
12
|
|
||
Health care & pharmaceuticals
|
8,207
|
|
|
10
|
|
|
8,058
|
|
|
11
|
|
||
Automotive
|
8,185
|
|
|
10
|
|
|
7,444
|
|
|
10
|
|
||
Diversified financials and insurance
|
8,118
|
|
|
10
|
|
|
7,227
|
|
|
10
|
|
||
Diversified commercial services and supplies
|
4,772
|
|
|
6
|
|
|
3,837
|
|
|
5
|
|
||
Retail
|
3,614
|
|
|
4
|
|
|
3,383
|
|
|
4
|
|
||
Capital goods
|
3,485
|
|
|
4
|
|
|
3,075
|
|
|
4
|
|
||
Government
|
3,370
|
|
|
4
|
|
|
3,438
|
|
|
5
|
|
||
Media & telecommunication services
|
3,127
|
|
|
4
|
|
|
2,979
|
|
|
4
|
|
||
Energy
|
2,610
|
|
|
3
|
|
|
2,176
|
|
|
3
|
|
||
Technology (hardware & software)
|
2,339
|
|
|
3
|
|
|
2,371
|
|
|
3
|
|
||
Transportation
|
2,174
|
|
|
3
|
|
|
1,795
|
|
|
2
|
|
||
Materials
|
2,069
|
|
|
3
|
|
|
2,044
|
|
|
3
|
|
||
Utilities
|
2,022
|
|
|
2
|
|
|
2,030
|
|
|
3
|
|
||
Not-for-profits/religious organizations
|
1,977
|
|
|
2
|
|
|
1,914
|
|
|
3
|
|
||
Other
|
1,035
|
|
|
1
|
|
|
1,498
|
|
|
2
|
|
||
Total commercial loans
|
|
$80,940
|
|
|
100
|
%
|
|
|
$75,477
|
|
|
100
|
%
|
Select LHFI Maturity and Sensitivity Information
|
|
|
|
|
|
Table 7
|
|
||||||||
|
At December 31, 2018
|
||||||||||||||
(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
|
|
$73,547
|
|
|
|
$27,239
|
|
|
|
$42,087
|
|
|
|
$4,221
|
|
Commercial construction
|
2,538
|
|
|
1,049
|
|
|
1,473
|
|
|
16
|
|
||||
Total
|
|
$76,085
|
|
|
|
$28,288
|
|
|
|
$43,560
|
|
|
|
$4,237
|
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Sensitivity
|
|
|
|
|
|
|
|
||||||||
Selected loans with:
|
|
|
|
|
|
|
|
||||||||
Predetermined interest rates
|
|
|
|
|
|
$4,180
|
|
|
|
$2,213
|
|
||||
Floating or adjustable interest rates
|
|
|
|
|
39,380
|
|
|
2,024
|
|
||||||
Total
|
|
|
|
|
|
$43,560
|
|
|
|
$4,237
|
|
LHFI Portfolio by Geography
|
|
|
|
|
|
|
|
|
|
Table 8
|
|
|||||||||
|
December 31, 2018
|
|||||||||||||||||||
|
Commercial LHFI
|
|
Consumer LHFI
|
|
Total LHFI
|
|||||||||||||||
(Dollars in millions)
|
Balance
|
|
% of Total Commercial
|
|
Balance
|
|
% of Total Consumer
|
|
Balance
|
|
% of Total LHFI
|
|||||||||
South region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
$13,442
|
|
|
17
|
%
|
|
|
$13,358
|
|
|
19
|
%
|
|
|
$26,800
|
|
|
18
|
%
|
Georgia
|
10,689
|
|
|
13
|
|
|
8,519
|
|
|
12
|
|
|
19,208
|
|
|
13
|
|
|||
Virginia
|
6,481
|
|
|
8
|
|
|
7,529
|
|
|
11
|
|
|
14,010
|
|
|
9
|
|
|||
Maryland
|
4,591
|
|
|
6
|
|
|
6,236
|
|
|
9
|
|
|
10,827
|
|
|
7
|
|
|||
North Carolina
|
4,418
|
|
|
5
|
|
|
5,424
|
|
|
8
|
|
|
9,842
|
|
|
6
|
|
|||
Texas
|
4,420
|
|
|
5
|
|
|
4,782
|
|
|
7
|
|
|
9,202
|
|
|
6
|
|
|||
Tennessee
|
4,244
|
|
|
5
|
|
|
2,962
|
|
|
4
|
|
|
7,206
|
|
|
5
|
|
|||
South Carolina
|
1,522
|
|
|
2
|
|
|
2,418
|
|
|
3
|
|
|
3,940
|
|
|
3
|
|
|||
District of Columbia
|
1,746
|
|
|
2
|
|
|
1,094
|
|
|
2
|
|
|
2,840
|
|
|
2
|
|
|||
Other Southern states
|
2,325
|
|
|
3
|
|
|
2,619
|
|
|
4
|
|
|
4,944
|
|
|
3
|
|
|||
Total South region
|
53,878
|
|
|
67
|
|
|
54,941
|
|
|
77
|
|
|
108,819
|
|
|
72
|
|
|||
Northeast region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New York
|
5,033
|
|
|
6
|
|
|
1,278
|
|
|
2
|
|
|
6,311
|
|
|
4
|
|
|||
Pennsylvania
|
1,942
|
|
|
2
|
|
|
1,312
|
|
|
2
|
|
|
3,254
|
|
|
2
|
|
|||
New Jersey
|
1,426
|
|
|
2
|
|
|
755
|
|
|
1
|
|
|
2,181
|
|
|
1
|
|
|||
Other Northeastern states
|
2,844
|
|
|
4
|
|
|
985
|
|
|
1
|
|
|
3,829
|
|
|
3
|
|
|||
Total Northeast region
|
11,245
|
|
|
14
|
|
|
4,330
|
|
|
6
|
|
|
15,575
|
|
|
10
|
|
|||
West region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California
|
5,299
|
|
|
7
|
|
|
3,653
|
|
|
5
|
|
|
8,952
|
|
|
6
|
|
|||
Other Western states
|
2,705
|
|
|
3
|
|
|
2,813
|
|
|
4
|
|
|
5,518
|
|
|
4
|
|
|||
Total West region
|
8,004
|
|
|
10
|
|
|
6,466
|
|
|
9
|
|
|
14,470
|
|
|
10
|
|
|||
Midwest region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Illinois
|
1,947
|
|
|
2
|
|
|
1,131
|
|
|
2
|
|
|
3,078
|
|
|
2
|
|
|||
Ohio
|
985
|
|
|
1
|
|
|
795
|
|
|
1
|
|
|
1,780
|
|
|
1
|
|
|||
Missouri
|
979
|
|
|
1
|
|
|
491
|
|
|
1
|
|
|
1,470
|
|
|
1
|
|
|||
Other Midwestern states
|
2,183
|
|
|
3
|
|
|
2,663
|
|
|
4
|
|
|
4,846
|
|
|
3
|
|
|||
Total Midwest region
|
6,094
|
|
|
8
|
|
|
5,080
|
|
|
7
|
|
|
11,174
|
|
|
7
|
|
|||
Foreign loans
|
1,719
|
|
|
2
|
|
|
82
|
|
|
—
|
|
|
1,801
|
|
|
1
|
|
|||
Total
|
|
$80,940
|
|
|
100
|
%
|
|
|
$70,899
|
|
|
100
|
%
|
|
|
$151,839
|
|
|
100
|
%
|
LHFI Portfolio by Geography (continued)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2017
|
|||||||||||||||||||
|
Commercial LHFI
|
|
Consumer LHFI
|
|
Total LHFI
|
|||||||||||||||
(Dollars in millions)
|
Balance
|
|
% of Total Commercial
|
|
Balance
|
|
% of Total Consumer
|
|
Balance
|
|
% of Total LHFI
|
|||||||||
South region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Florida
|
|
$12,792
|
|
|
17
|
%
|
|
|
$13,474
|
|
|
20
|
%
|
|
|
$26,266
|
|
|
18
|
%
|
Georgia
|
10,250
|
|
|
14
|
|
|
8,462
|
|
|
12
|
|
|
18,712
|
|
|
13
|
|
|||
Virginia
|
6,580
|
|
|
9
|
|
|
7,545
|
|
|
11
|
|
|
14,125
|
|
|
10
|
|
|||
Maryland
|
4,104
|
|
|
5
|
|
|
6,095
|
|
|
9
|
|
|
10,199
|
|
|
7
|
|
|||
North Carolina
|
4,482
|
|
|
6
|
|
|
5,354
|
|
|
8
|
|
|
9,836
|
|
|
7
|
|
|||
Texas
|
3,954
|
|
|
5
|
|
|
4,122
|
|
|
6
|
|
|
8,076
|
|
|
6
|
|
|||
Tennessee
|
4,101
|
|
|
5
|
|
|
2,985
|
|
|
4
|
|
|
7,086
|
|
|
5
|
|
|||
South Carolina
|
1,155
|
|
|
2
|
|
|
2,385
|
|
|
4
|
|
|
3,540
|
|
|
2
|
|
|||
District of Columbia
|
1,501
|
|
|
2
|
|
|
1,022
|
|
|
2
|
|
|
2,523
|
|
|
2
|
|
|||
Other Southern states
|
2,791
|
|
|
4
|
|
|
2,452
|
|
|
4
|
|
|
5,243
|
|
|
4
|
|
|||
Total South region
|
51,710
|
|
|
69
|
|
|
53,896
|
|
|
80
|
|
|
105,606
|
|
|
74
|
|
|||
Northeast region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
New York
|
4,731
|
|
|
6
|
|
|
1,139
|
|
|
2
|
|
|
5,870
|
|
|
4
|
|
|||
Pennsylvania
|
1,458
|
|
|
2
|
|
|
1,189
|
|
|
2
|
|
|
2,647
|
|
|
2
|
|
|||
New Jersey
|
1,327
|
|
|
2
|
|
|
689
|
|
|
1
|
|
|
2,016
|
|
|
1
|
|
|||
Other Northeastern states
|
2,387
|
|
|
3
|
|
|
895
|
|
|
1
|
|
|
3,282
|
|
|
2
|
|
|||
Total Northeast region
|
9,903
|
|
|
13
|
|
|
3,912
|
|
|
6
|
|
|
13,815
|
|
|
10
|
|
|||
West region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
California
|
4,893
|
|
|
6
|
|
|
3,246
|
|
|
5
|
|
|
8,139
|
|
|
6
|
|
|||
Other Western states
|
2,172
|
|
|
3
|
|
|
2,235
|
|
|
3
|
|
|
4,407
|
|
|
3
|
|
|||
Total West region
|
7,065
|
|
|
9
|
|
|
5,481
|
|
|
8
|
|
|
12,546
|
|
|
9
|
|
|||
Midwest region:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Illinois
|
1,637
|
|
|
2
|
|
|
922
|
|
|
1
|
|
|
2,559
|
|
|
2
|
|
|||
Ohio
|
718
|
|
|
1
|
|
|
688
|
|
|
1
|
|
|
1,406
|
|
|
1
|
|
|||
Missouri
|
922
|
|
|
1
|
|
|
395
|
|
|
1
|
|
|
1,317
|
|
|
1
|
|
|||
Other Midwestern states
|
2,211
|
|
|
3
|
|
|
2,336
|
|
|
3
|
|
|
4,547
|
|
|
3
|
|
|||
Total Midwest region
|
5,488
|
|
|
7
|
|
|
4,341
|
|
|
6
|
|
|
9,829
|
|
|
7
|
|
|||
Foreign loans
|
1,311
|
|
|
2
|
|
|
74
|
|
|
—
|
|
|
1,385
|
|
|
1
|
|
|||
Total
|
|
$75,477
|
|
|
100
|
%
|
|
|
$67,704
|
|
|
100
|
%
|
|
|
$143,181
|
|
|
100
|
%
|
Summary of Credit Losses Experience
|
|
|
|
|
|
Table 9
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
|
Year Ended December 31
|
||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance - beginning of period
|
|
$1,814
|
|
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
|
|
$2,094
|
|
(Benefit)/provision for unfunded commitments
|
(10
|
)
|
|
12
|
|
|
4
|
|
|
9
|
|
|
4
|
|
|||||
Provision for loan losses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial LHFI
|
86
|
|
|
108
|
|
|
329
|
|
|
133
|
|
|
111
|
|
|||||
Consumer LHFI
|
132
|
|
|
289
|
|
|
111
|
|
|
23
|
|
|
227
|
|
|||||
Total provision for loan losses
|
218
|
|
|
397
|
|
|
440
|
|
|
156
|
|
|
338
|
|
|||||
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial LHFI
|
(131
|
)
|
|
(167
|
)
|
|
(287
|
)
|
|
(117
|
)
|
|
(128
|
)
|
|||||
Consumer LHFI
|
(322
|
)
|
|
(324
|
)
|
|
(304
|
)
|
|
(353
|
)
|
|
(479
|
)
|
|||||
Total charge-offs
|
(453
|
)
|
|
(491
|
)
|
|
(591
|
)
|
|
(470
|
)
|
|
(607
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial LHFI
|
24
|
|
|
40
|
|
|
35
|
|
|
45
|
|
|
57
|
|
|||||
Consumer LHFI
|
91
|
|
|
84
|
|
|
73
|
|
|
84
|
|
|
105
|
|
|||||
Total recoveries
|
115
|
|
|
124
|
|
|
108
|
|
|
129
|
|
|
162
|
|
|||||
Net charge-offs
|
(338
|
)
|
|
(367
|
)
|
|
(483
|
)
|
|
(341
|
)
|
|
(445
|
)
|
|||||
Other 1
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance - end of period
|
|
$1,684
|
|
|
|
$1,814
|
|
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
Components:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL
|
|
$1,615
|
|
|
|
$1,735
|
|
|
|
$1,709
|
|
|
|
$1,752
|
|
|
|
$1,937
|
|
Unfunded commitments reserve 2
|
69
|
|
|
79
|
|
|
67
|
|
|
63
|
|
|
54
|
|
|||||
Allowance for credit losses
|
|
$1,684
|
|
|
|
$1,814
|
|
|
|
$1,776
|
|
|
|
$1,815
|
|
|
|
$1,991
|
|
Average LHFI
|
|
$145,714
|
|
|
|
$144,216
|
|
|
|
$141,118
|
|
|
|
$133,558
|
|
|
|
$130,874
|
|
Period-end LHFI outstanding
|
151,839
|
|
|
143,181
|
|
|
143,298
|
|
|
136,442
|
|
|
133,112
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
ALLL to period-end LHFI 3
|
1.06
|
%
|
|
1.21
|
%
|
|
1.19
|
%
|
|
1.29
|
%
|
|
1.46
|
%
|
|||||
ALLL to NPLs 4
|
3.10x
|
|
|
2.59x
|
|
|
2.03x
|
|
|
2.62x
|
|
|
3.07x
|
|
|||||
Net charge-offs to total average LHFI
|
0.23
|
%
|
|
0.25
|
%
|
|
0.34
|
%
|
|
0.26
|
%
|
|
0.34
|
%
|
ALLL by Loan Segment
|
|
|
|
|
|
|
|
Table 10
|
|
||||||||||
|
At December 31
|
||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
ALLL:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial LHFI
|
|
$1,080
|
|
|
|
$1,101
|
|
|
|
$1,124
|
|
|
|
$1,047
|
|
|
|
$986
|
|
Consumer LHFI
|
535
|
|
|
634
|
|
|
585
|
|
|
705
|
|
|
951
|
|
|||||
Total
|
|
$1,615
|
|
|
|
$1,735
|
|
|
|
$1,709
|
|
|
|
$1,752
|
|
|
|
$1,937
|
|
Segment ALLL as a % of total ALLL:
|
|
|
|
|
|
|
|||||||||||||
Commercial LHFI
|
67
|
%
|
|
63
|
%
|
|
66
|
%
|
|
60
|
%
|
|
51
|
%
|
|||||
Consumer LHFI
|
33
|
|
|
37
|
|
|
34
|
|
|
40
|
|
|
49
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|||||
Segment LHFI as a % of total LHFI:
|
|
|
|
|
|
|
|||||||||||||
Commercial LHFI
|
53
|
%
|
|
53
|
%
|
|
55
|
%
|
|
55
|
%
|
|
55
|
%
|
|||||
Consumer LHFI
|
47
|
|
|
47
|
|
|
45
|
|
|
45
|
|
|
45
|
|
|||||
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
NPA and TDR Composition and Other Credit Data
|
|
|
|
|
|
|
|
|
Table 11
|
|
|||||||||
|
At December 31
|
||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
NPAs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$157
|
|
|
|
$215
|
|
|
|
$390
|
|
|
|
$308
|
|
|
|
$151
|
|
CRE
|
2
|
|
|
24
|
|
|
7
|
|
|
11
|
|
|
21
|
|
|||||
Commercial construction
|
—
|
|
|
1
|
|
|
17
|
|
|
—
|
|
|
1
|
|
|||||
Total commercial NPLs
|
159
|
|
|
240
|
|
|
414
|
|
|
319
|
|
|
173
|
|
|||||
Consumer NPLs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - nonguaranteed
|
204
|
|
|
206
|
|
|
177
|
|
|
183
|
|
|
254
|
|
|||||
Residential home equity products
|
138
|
|
|
203
|
|
|
235
|
|
|
145
|
|
|
174
|
|
|||||
Residential construction
|
11
|
|
|
11
|
|
|
12
|
|
|
16
|
|
|
27
|
|
|||||
Other direct
|
7
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|||||
Indirect
|
7
|
|
|
7
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|||||
Total consumer NPLs
|
367
|
|
|
434
|
|
|
431
|
|
|
353
|
|
|
461
|
|
|||||
Total nonaccrual loans/NPLs 1
|
|
$526
|
|
|
|
$674
|
|
|
|
$845
|
|
|
|
$672
|
|
|
|
$634
|
|
OREO 2
|
|
$54
|
|
|
|
$57
|
|
|
|
$60
|
|
|
|
$56
|
|
|
|
$99
|
|
Other repossessed assets
|
9
|
|
|
10
|
|
|
14
|
|
|
7
|
|
|
9
|
|
|||||
Nonperforming LHFS
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Total NPAs
|
|
$589
|
|
|
|
$741
|
|
|
|
$919
|
|
|
|
$735
|
|
|
|
$780
|
|
Accruing LHFI past due 90 days or more
|
|
$1,652
|
|
|
|
$1,405
|
|
|
|
$1,288
|
|
|
|
$981
|
|
|
|
$1,057
|
|
Accruing LHFS past due 90 days or more
|
1
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
TDRs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accruing restructured loans
|
|
$2,339
|
|
|
|
$2,468
|
|
|
|
$2,535
|
|
|
|
$2,603
|
|
|
|
$2,592
|
|
Nonaccruing restructured loans 1
|
291
|
|
|
286
|
|
|
306
|
|
|
176
|
|
|
273
|
|
|||||
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
NPLs to period-end LHFI
|
0.35
|
%
|
|
0.47
|
%
|
|
0.59
|
%
|
|
0.49
|
%
|
|
0.48
|
%
|
|||||
NPAs to period-end LHFI, OREO, other repossessed assets, and nonperforming LHFS
|
0.39
|
|
|
0.52
|
|
|
0.64
|
|
|
0.54
|
|
|
0.59
|
|
Investment Securities
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Investment Securities Portfolio Composition
|
|
|
|
|
|
|
Table 12
|
|
|||||||
|
December 31, 2018
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$4,277
|
|
|
|
$—
|
|
|
|
$66
|
|
|
|
$4,211
|
|
Federal agency securities
|
221
|
|
|
2
|
|
|
2
|
|
|
221
|
|
||||
U.S. states and political subdivisions
|
606
|
|
|
4
|
|
|
21
|
|
|
589
|
|
||||
MBS - agency residential
|
23,161
|
|
|
128
|
|
|
425
|
|
|
22,864
|
|
||||
MBS - agency commercial
|
2,688
|
|
|
8
|
|
|
69
|
|
|
2,627
|
|
||||
MBS - non-agency commercial
|
943
|
|
|
—
|
|
|
27
|
|
|
916
|
|
||||
Corporate and other debt securities
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Total securities AFS
|
|
$31,910
|
|
|
|
$142
|
|
|
|
$610
|
|
|
|
$31,442
|
|
|
December 31, 2017 1
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
||||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$4,361
|
|
|
|
$2
|
|
|
|
$32
|
|
|
|
$4,331
|
|
Federal agency securities
|
257
|
|
|
3
|
|
|
1
|
|
|
259
|
|
||||
U.S. states and political subdivisions
|
618
|
|
|
7
|
|
|
8
|
|
|
617
|
|
||||
MBS - agency residential
|
22,616
|
|
|
222
|
|
|
134
|
|
|
22,704
|
|
||||
MBS - agency commercial
|
2,121
|
|
|
3
|
|
|
38
|
|
|
2,086
|
|
||||
MBS - non-agency residential
|
55
|
|
|
4
|
|
|
—
|
|
|
59
|
|
||||
MBS - non-agency commercial
|
862
|
|
|
7
|
|
|
3
|
|
|
866
|
|
||||
ABS
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
||||
Corporate and other debt securities
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Total securities AFS
|
|
$30,913
|
|
|
|
$250
|
|
|
|
$216
|
|
|
|
$30,947
|
|
1
|
Beginning January 1, 2018, we reclassified equity securities previously presented in Securities available for sale to Other assets on the Consolidated Balance Sheets. Prior periods have been revised to conform to the current presentation for comparability. See Note 11, "Other Assets," to the Consolidated Financial Statements in this Form 10-K for additional information.
|
Maturity Distribution of Investment Securities
|
|
|
|
|
|
Table 13
|
|
||||||||||||
|
December 31, 2018
|
||||||||||||||||||
(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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$315
|
|
|
|
$2,646
|
|
|
|
$1,316
|
|
|
|
$—
|
|
|
|
$4,277
|
|
Federal agency securities
|
112
|
|
|
29
|
|
|
8
|
|
|
72
|
|
|
221
|
|
|||||
U.S. states and political subdivisions
|
2
|
|
|
81
|
|
|
15
|
|
|
508
|
|
|
606
|
|
|||||
MBS - agency residential
|
1,558
|
|
|
3,684
|
|
|
15,962
|
|
|
1,957
|
|
|
23,161
|
|
|||||
MBS - agency commercial
|
1
|
|
|
495
|
|
|
1,885
|
|
|
307
|
|
|
2,688
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
931
|
|
|
—
|
|
|
943
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total securities AFS
|
|
$1,988
|
|
|
|
$6,961
|
|
|
|
$20,117
|
|
|
|
$2,844
|
|
|
|
$31,910
|
|
Fair Value 1:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$312
|
|
|
|
$2,603
|
|
|
|
$1,296
|
|
|
|
$—
|
|
|
|
$4,211
|
|
Federal agency securities
|
113
|
|
|
29
|
|
|
8
|
|
|
71
|
|
|
221
|
|
|||||
U.S. states and political subdivisions
|
2
|
|
|
84
|
|
|
16
|
|
|
487
|
|
|
589
|
|
|||||
MBS - agency residential
|
1,607
|
|
|
3,655
|
|
|
15,682
|
|
|
1,920
|
|
|
22,864
|
|
|||||
MBS - agency commercial
|
1
|
|
|
483
|
|
|
1,845
|
|
|
298
|
|
|
2,627
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
904
|
|
|
—
|
|
|
916
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total securities AFS
|
|
$2,035
|
|
|
|
$6,880
|
|
|
|
$19,751
|
|
|
|
$2,776
|
|
|
|
$31,442
|
|
Weighted average yield 2:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
1.64
|
%
|
|
1.93
|
%
|
|
2.31
|
%
|
|
—
|
%
|
|
2.03
|
%
|
|||||
Federal agency securities
|
5.28
|
|
|
3.37
|
|
|
2.62
|
|
|
2.81
|
|
|
4.14
|
|
|||||
U.S. states and political subdivisions
|
5.17
|
|
|
4.00
|
|
|
4.04
|
|
|
3.27
|
|
|
3.40
|
|
|||||
MBS - agency residential
|
3.17
|
|
|
2.43
|
|
|
3.05
|
|
|
3.11
|
|
|
2.97
|
|
|||||
MBS - agency commercial
|
—
|
|
|
2.19
|
|
|
2.73
|
|
|
2.89
|
|
|
2.64
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
2.26
|
|
|
3.24
|
|
|
—
|
|
|
3.22
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
3.39
|
|
|
—
|
|
|
—
|
|
|
3.39
|
|
|||||
Total securities AFS
|
3.05
|
%
|
|
2.25
|
%
|
|
2.98
|
%
|
|
3.11
|
%
|
|
2.84
|
%
|
Composition of Average Deposits
|
|
|
|
|
|
|
|
|
Table 14
|
|
||||||||||
|
Year Ended December 31
|
|
% of Total Deposits
|
|||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Noninterest-bearing deposits
|
|
$42,591
|
|
|
|
$43,655
|
|
|
|
$43,400
|
|
|
26
|
%
|
|
27
|
%
|
|
28
|
%
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NOW accounts
|
46,170
|
|
|
45,009
|
|
|
40,949
|
|
|
29
|
|
|
28
|
|
|
26
|
|
|||
Money market accounts
|
50,042
|
|
|
53,592
|
|
|
53,795
|
|
|
31
|
|
|
33
|
|
|
35
|
|
|||
Savings
|
6,647
|
|
|
6,519
|
|
|
6,285
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Consumer time
|
6,332
|
|
|
5,626
|
|
|
5,852
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|||
Other time
|
7,986
|
|
|
5,148
|
|
|
3,908
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|||
Total consumer and commercial deposits
|
159,768
|
|
|
159,549
|
|
|
154,189
|
|
|
99
|
|
|
99
|
|
|
99
|
|
|||
Brokered time deposits
|
1,031
|
|
|
941
|
|
|
926
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Foreign deposits
|
94
|
|
|
421
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deposits
|
|
$160,893
|
|
|
|
$160,911
|
|
|
|
$155,238
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Contractual Maturities of Time Deposits of $100,000 or More
|
Table 15
|
|
|||||||||
(Dollars in millions)
|
Consumer and Other Time
|
|
Brokered Time
|
|
Total
|
||||||
Remaining Contractual Maturity:
|
|
|
|
|
|
||||||
3 months or less
|
|
$1,095
|
|
|
|
$53
|
|
|
|
$1,148
|
|
Over 3 through 6 months
|
1,111
|
|
|
45
|
|
|
1,156
|
|
|||
Over 6 through 12 months
|
2,278
|
|
|
70
|
|
|
2,348
|
|
|||
Over 12 months
|
4,288
|
|
|
877
|
|
|
5,165
|
|
|||
Total
|
|
$8,772
|
|
|
|
$1,045
|
|
|
|
$9,817
|
|
Short-Term Borrowings
|
|
|
Table 16
|
|
|||
|
|
|
|
||||
|
At December 31
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Funds purchased
|
|
$2,141
|
|
|
|
$2,561
|
|
Securities sold under agreements to repurchase
|
1,774
|
|
|
1,503
|
|
||
Other short-term borrowings:
|
|
|
|
||||
FHLB advances
|
4,000
|
|
|
—
|
|
||
Dealer collateral
|
503
|
|
|
367
|
|
||
Master notes
|
354
|
|
|
350
|
|
||
Total other short-term borrowings
|
4,857
|
|
|
717
|
|
||
Total short-term borrowings
|
|
$8,772
|
|
|
|
$4,781
|
|
Long-Term Debt
|
|
|
Table 17
|
|
|||
|
|
|
|
||||
|
At December 31
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Parent Company:
|
|
|
|
||||
Senior, fixed rate
|
|
$3,467
|
|
|
|
$3,353
|
|
Senior, floating rate
|
51
|
|
|
51
|
|
||
Subordinated, fixed rate
|
200
|
|
|
200
|
|
||
Junior subordinated, floating rate
|
627
|
|
|
628
|
|
||
Structured notes 1
|
200
|
|
|
242
|
|
||
Total
|
4,545
|
|
|
4,474
|
|
||
Less: Debt issuance costs
|
9
|
|
|
8
|
|
||
Total Parent Company debt
|
4,536
|
|
|
4,466
|
|
||
|
|
|
|
||||
Subsidiaries 2:
|
|
|
|
||||
Senior, fixed rate 3
|
6,238
|
|
|
3,609
|
|
||
Senior, floating rate
|
1,085
|
|
|
512
|
|
||
Senior, fixed-to-floating rate
|
2,364
|
|
|
—
|
|
||
Subordinated, fixed rate
|
864
|
|
|
1,206
|
|
||
Total
|
10,551
|
|
|
5,327
|
|
||
Less: Debt issuance costs
|
15
|
|
|
8
|
|
||
Total subsidiaries debt
|
10,536
|
|
|
5,319
|
|
||
Total long-term debt 4
|
|
$15,072
|
|
|
|
$9,785
|
|
2018 Debt Issuances
|
|
Table 18
|
Issuance Description
|
|
Principal Amount
(Dollars in millions)
|
Parent Company:
|
|
|
7-year fixed rate senior notes
|
|
$850
|
Bank:
|
|
|
3-year fixed-to-floating rate senior notes
|
|
750
|
3-year fixed-to-floating rate senior notes
|
|
600
|
7-year fixed rate senior notes
|
|
500
|
6-year fixed-to-floating rate senior notes
|
|
500
|
5-year fixed rate senior notes
|
|
500
|
4-year fixed-to-floating rate senior notes
|
|
500
|
4-year floating rate senior notes
|
|
300
|
3-year floating rate senior notes
|
|
300
|
Regulatory Capital Metrics 1
|
|
|
|
Table 19
|
|
||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Regulatory capital:
|
|
|
|
|
|
||||||
CET1
|
|
$17,258
|
|
|
|
$17,141
|
|
|
|
$16,953
|
|
Tier 1 capital
|
19,306
|
|
|
19,622
|
|
|
18,186
|
|
|||
Total capital
|
22,517
|
|
|
23,028
|
|
|
21,685
|
|
|||
Assets:
|
|
|
|
|
|
||||||
RWA
|
|
$187,380
|
|
|
|
$175,950
|
|
|
|
$176,825
|
|
Average total assets for leverage ratio
|
208,482
|
|
|
200,141
|
|
|
197,272
|
|
|||
Risk-based ratios 2:
|
|
|
|
|
|
||||||
CET1
|
9.21
|
%
|
|
9.74
|
%
|
|
9.59
|
%
|
|||
Tier 1 capital
|
10.30
|
|
|
11.15
|
|
|
10.28
|
|
|||
Total capital
|
12.02
|
|
|
13.09
|
|
|
12.26
|
|
|||
Leverage
|
9.26
|
|
|
9.80
|
|
|
9.22
|
|
|||
Total shareholders’ equity to assets
|
11.26
|
|
|
12.21
|
|
|
11.53
|
|
•
|
Align risk taking with the risk appetite established by the Board,
|
•
|
Identify, measure, analyze, manage, escalate, 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/soundness objectives,
|
•
|
Optimize decision making,
|
•
|
Promote sound processes and regulatory compliance,
|
•
|
Maximize shareholder value, and
|
•
|
Support our purpose of Lighting the Way to Financial Well-Being, 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.
|
•
|
Put the client first,
|
•
|
Exhibit strong personal and professional risk leadership, integrity, and ethics in all business dealings,
|
•
|
Understand risks encountered and demonstrate a commitment to managing risks through individual actions,
|
•
|
Demonstrate honesty, fairness, and respect in all internal and external interactions, and
|
•
|
Emphasize the importance of executional excellence in all activities.
|
•
|
Risk Owners develop and implement strategies to drive opportunities; own accountability for business risks and control design/effectiveness to operate within the policies, standards, and limits set by Risk Oversight; escalate changes in the business or the risk environment that could affect risk appetite and control environment; and provide sufficient resources and infrastructure to manage activities to meet strategic objectives within risk appetite.
|
•
|
Business Controls identify and assess the risks the business takes or is exposed to while conducting its activities; provide input to and accept articulation of risk appetite in policies, standards, and limits set by Risk Oversight; provide business analyses and support; determine whether business activities operate within policies, standards, and limits; and facilitate ongoing risk and control self-assessments to document, monitor, and evaluate control design and effectiveness.
|
•
|
Risk Oversight provides independent oversight of all risk taking and risk management activities across all risk types and businesses; facilitates risk appetite expression by the Board within corporate strategic planning processes; sets risk management policies, standards, and limits; provides credible, independent challenge to risk owners and business' risk and control self-assessments; independently monitors, challenges, and reports on aggregate business results within risk appetite framework.
|
•
|
Risk Assurance provides independent assessments of the risk management and internal control framework and systems. The scope of these assessments includes, but is not limited to, compliance with policies, standards, and limits; effectiveness of the independent risk management function; completeness and accuracy of information; and independent assessment of credit quality.
|
•
|
Provide a holistic view of risks,
|
•
|
Present quantitative and qualitative assessments of current risks, which may be predictive of future risk trends and levels, and
|
•
|
Promote transparency by fostering direct communication between Executive Management and the Board.
|
•
|
ERC is chaired by the CRO and supports the CRO in identifying, measuring, and managing the Bank’s aggregate risk profile. ERC maintains a comprehensive perspective of existing and prospective risks; the effectiveness of risk management frameworks, policies and activities; and the execution of risk management processes.
|
•
|
ALCO is chaired by the CFO and ensures that proper measurement, monitoring, management, and control processes are in place to achieve our ALM and liquidity risk management goals.
|
•
|
CC is also chaired by the CFO and ensures that the proper measurement, monitoring, management, and control processes are in place to achieve our strategic capital goals, while also continuing to manage our risk-capital balance to meet regulatory capital adequacy and stakeholder return expectations.
|
•
|
PMC is chaired by the Wholesale Segment Executive and facilitates the development of portfolio strategy that
|
•
|
EBPC is chaired by the Chief Human Resources Officer and is in place to assess and make determinations regarding our business practices to ensure alignment with core purpose, principles, and values, and to share best practices. EBPC also serves as the forum for enterprise reputational risk exposures.
|
•
|
TMC is chaired by the CIO and provides a forum to discuss, debate, and challenge technology strategies and investments to ensure alignment of technology strategy execution across our organization.
|
•
|
SIRC is chaired by the CRO and is responsible for identifying constraints to business acceleration, challenging assumptions or execution strategies, and validating alignment with our purpose, risk appetite, and strategic direction. SIRC serves as a forum to further support executive level review of strategic initiatives, strategic investments, and strategic risk appetite.
|
Value at Risk Profile
|
Table 23
|
|
|||||
|
|
|
|
||||
|
Year Ended December 31
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
VAR (1-day holding period):
|
|
|
|
||||
Period end
|
|
$2
|
|
|
|
$2
|
|
High
|
3
|
|
|
3
|
|
||
Low
|
1
|
|
|
1
|
|
||
Average
|
2
|
|
|
2
|
|
||
Stressed VAR (10-day holding period):
|
|||||||
Period end
|
|
$42
|
|
|
|
$52
|
|
High
|
103
|
|
|
110
|
|
||
Low
|
25
|
|
|
22
|
|
||
Average
|
60
|
|
|
54
|
|
||
VAR by Risk Factor at period end (1-day holding period):
|
|||||||
Equity risk
|
|
$2
|
|
|
|
$1
|
|
Interest rate risk
|
1
|
|
|
2
|
|
||
Credit spread risk
|
2
|
|
|
3
|
|
||
VAR total at period end (1-day diversified)
|
2
|
|
|
2
|
|
|
Credit Ratings and Outlook
|
Table 24
|
||||
|
December 31, 2018 1
|
||||
|
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 1
|
Positive
|
|
Credit Watch Positive
|
|
Positive
|
Unfunded Lending Commitments
|
|
|
|
|
|
Table 26
|
|
||||||||
|
As of
|
|
Average for the Three Months Ended
|
||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Unused lines of credit:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$63,779
|
|
|
|
$59,625
|
|
|
|
$63,590
|
|
|
|
$59,120
|
|
Residential mortgage commitments 1
|
2,739
|
|
|
3,036
|
|
|
3,258
|
|
|
3,556
|
|
||||
Home equity lines
|
10,338
|
|
|
10,086
|
|
|
10,269
|
|
|
10,101
|
|
||||
CRE 2
|
5,307
|
|
|
4,139
|
|
|
4,921
|
|
|
3,963
|
|
||||
Credit card
|
10,852
|
|
|
10,533
|
|
|
10,726
|
|
|
10,488
|
|
||||
Total unused lines of credit
|
|
$93,015
|
|
|
|
$87,419
|
|
|
|
$92,764
|
|
|
|
$87,228
|
|
|
|
|
|
|
|
|
|
||||||||
Letters of credit:
|
|
|
|
|
|
|
|
||||||||
Financial standby
|
|
$2,769
|
|
|
|
$2,453
|
|
|
|
$2,905
|
|
|
|
$2,633
|
|
Performance standby
|
102
|
|
|
125
|
|
|
101
|
|
|
121
|
|
||||
Commercial
|
38
|
|
|
14
|
|
|
38
|
|
|
16
|
|
||||
Total letters of credit
|
|
$2,909
|
|
|
|
$2,592
|
|
|
|
$3,044
|
|
|
|
$2,770
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
Table 27
|
|
|||||||||
|
Payments Due by Period at December 31, 2018
|
||||||||||||||||||
(Dollars in millions)
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
Unfunded lending commitments
|
|
$26,122
|
|
|
|
$20,165
|
|
|
|
$37,099
|
|
|
|
$12,538
|
|
|
|
$95,924
|
|
Consumer and other time deposits 1
|
7,781
|
|
|
4,020
|
|
|
1,281
|
|
|
2,273
|
|
|
15,355
|
|
|||||
Brokered time deposits 1
|
168
|
|
|
479
|
|
|
346
|
|
|
52
|
|
|
1,045
|
|
|||||
Long-term debt 1, 2
|
1,818
|
|
|
4,187
|
|
|
3,891
|
|
|
5,200
|
|
|
15,096
|
|
|||||
Operating leases
|
204
|
|
|
381
|
|
|
319
|
|
|
585
|
|
|
1,489
|
|
|||||
Purchase obligations 3
|
249
|
|
|
297
|
|
|
122
|
|
|
244
|
|
|
912
|
|
|||||
Commitments to fund tax credit investments 4
|
702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|||||
Total
|
|
$37,044
|
|
|
|
$29,529
|
|
|
|
$43,058
|
|
|
|
$20,892
|
|
|
|
$130,523
|
|
FOURTH QUARTER 2018 RESULTS
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Fourth Quarter Consolidated Statements of Income
|
|
|
|
|
|
|
Table 28
|
|
||||||
|
Three Months Ended December 31
|
|
Increase/(Decrease)
|
|||||||||||
(Dollars in millions, except per share data)
|
2018
|
|
2017
|
|
Amount
|
|
% 1
|
|||||||
Interest income
|
|
$1,944
|
|
|
|
$1,640
|
|
|
|
$304
|
|
|
19
|
%
|
Interest expense
|
397
|
|
|
206
|
|
|
191
|
|
|
93
|
|
|||
NET INTEREST INCOME
|
1,547
|
|
|
1,434
|
|
|
113
|
|
|
8
|
|
|||
Provision for credit losses
|
87
|
|
|
79
|
|
|
8
|
|
|
10
|
|
|||
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
|
1,460
|
|
|
1,355
|
|
|
105
|
|
|
8
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|||||||
Service charges on deposit accounts
|
146
|
|
|
150
|
|
|
(4
|
)
|
|
(3
|
)
|
|||
Other charges and fees 2
|
92
|
|
|
91
|
|
|
1
|
|
|
1
|
|
|||
Card fees
|
83
|
|
|
88
|
|
|
(5
|
)
|
|
(6
|
)
|
|||
Investment banking income 2
|
146
|
|
|
122
|
|
|
24
|
|
|
20
|
|
|||
Trading income
|
24
|
|
|
41
|
|
|
(17
|
)
|
|
(41
|
)
|
|||
Mortgage related income 3
|
85
|
|
|
104
|
|
|
(19
|
)
|
|
(18
|
)
|
|||
Trust and investment management income
|
74
|
|
|
80
|
|
|
(6
|
)
|
|
(8
|
)
|
|||
Retail investment services
|
74
|
|
|
70
|
|
|
4
|
|
|
6
|
|
|||
Commercial real estate related income
|
68
|
|
|
62
|
|
|
6
|
|
|
10
|
|
|||
Net securities gains/(losses)
|
—
|
|
|
(109
|
)
|
|
109
|
|
|
(100
|
)
|
|||
Gain on sale of subsidiary
|
—
|
|
|
107
|
|
|
(107
|
)
|
|
(100
|
)
|
|||
Other noninterest income
|
26
|
|
|
27
|
|
|
(1
|
)
|
|
(4
|
)
|
|||
Total noninterest income
|
818
|
|
|
833
|
|
|
(15
|
)
|
|
(2
|
)
|
|||
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
|||||||
Employee compensation
|
737
|
|
|
702
|
|
|
35
|
|
|
5
|
|
|||
Employee benefits
|
120
|
|
|
101
|
|
|
19
|
|
|
19
|
|
|||
Outside processing and software
|
242
|
|
|
214
|
|
|
28
|
|
|
13
|
|
|||
Net occupancy expense
|
102
|
|
|
97
|
|
|
5
|
|
|
5
|
|
|||
Marketing and customer development
|
49
|
|
|
104
|
|
|
(55
|
)
|
|
(53
|
)
|
|||
Equipment expense
|
42
|
|
|
41
|
|
|
1
|
|
|
2
|
|
|||
Regulatory assessments
|
7
|
|
|
43
|
|
|
(36
|
)
|
|
(84
|
)
|
|||
Operating losses
|
39
|
|
|
23
|
|
|
16
|
|
|
70
|
|
|||
Amortization
|
22
|
|
|
25
|
|
|
(3
|
)
|
|
(12
|
)
|
|||
Consulting and legal fees
|
20
|
|
|
22
|
|
|
(2
|
)
|
|
(9
|
)
|
|||
Other staff expense
|
14
|
|
|
46
|
|
|
(32
|
)
|
|
(70
|
)
|
|||
Other noninterest expense
|
88
|
|
|
102
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Total noninterest expense
|
1,482
|
|
|
1,520
|
|
|
(38
|
)
|
|
(3
|
)
|
|||
INCOME BEFORE PROVISION/(BENEFIT) FOR INCOME TAXES
|
796
|
|
|
668
|
|
|
128
|
|
|
19
|
|
|||
Provision/(benefit) for income taxes
|
136
|
|
|
(74
|
)
|
|
210
|
|
|
NM
|
|
|||
NET INCOME INCLUDING INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
660
|
|
|
742
|
|
|
(82
|
)
|
|
(11
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||
NET INCOME
|
658
|
|
|
740
|
|
|
(82
|
)
|
|
(11
|
)
|
|||
Less: Preferred stock dividends
|
26
|
|
|
30
|
|
|
(4
|
)
|
|
(13
|
)
|
|||
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS
|
|
$632
|
|
|
|
$710
|
|
|
|
($78
|
)
|
|
(11
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Net interest income-FTE 4
|
|
$1,570
|
|
|
|
$1,472
|
|
|
|
$98
|
|
|
7
|
%
|
Net income per average common share:
|
|
|
|
|
|
|
|
|||||||
Diluted
|
1.40
|
|
|
1.48
|
|
|
(0.08
|
)
|
|
(5
|
)
|
|||
Basic
|
1.41
|
|
|
1.50
|
|
|
(0.09
|
)
|
|
(6
|
)
|
1
|
“NM” - Not meaningful. Those changes over 100 percent were not considered to be meaningful.
|
2
|
Beginning July 1, 2018, we began presenting bridge commitment fee income related to capital market transactions in Investment banking income on the Consolidated Statements of Income. For periods prior to July 1, 2018, this income was previously presented in Other charges and fees and has been reclassified to Investment banking income for comparability.
|
3
|
Beginning with this Form 10-K, we began presenting Mortgage production related income and Mortgage servicing related income as a single line item on the Consolidated Statements of Income titled Mortgage related income. Prior periods have been conformed to this updated presentation for comparability.
|
4
|
See Table 29, “Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures,” in this MD&A for additional information and reconciliations of non-U.S. GAAP performance measures.
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures
|
|
|
Table 29
|
|
|||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||
Selected Quarterly Financial Data
|
Three Months Ended
|
||||||||||||||||||||||||||||||
(Dollars in millions and shares in thousands, except per share data)
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|||||||||||||||||
Summary of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income
|
|
$1,944
|
|
|
|
$1,834
|
|
|
|
$1,759
|
|
|
|
$1,668
|
|
|
|
$1,640
|
|
|
|
$1,635
|
|
|
|
$1,583
|
|
|
|
$1,528
|
|
Interest expense
|
397
|
|
|
322
|
|
|
271
|
|
|
227
|
|
|
206
|
|
|
205
|
|
|
180
|
|
|
162
|
|
||||||||
Net interest income
|
1,547
|
|
|
1,512
|
|
|
1,488
|
|
|
1,441
|
|
|
1,434
|
|
|
1,430
|
|
|
1,403
|
|
|
1,366
|
|
||||||||
Provision for credit losses
|
87
|
|
|
61
|
|
|
32
|
|
|
28
|
|
|
79
|
|
|
120
|
|
|
90
|
|
|
119
|
|
||||||||
Net interest income after provision for credit losses
|
1,460
|
|
|
1,451
|
|
|
1,456
|
|
|
1,413
|
|
|
1,355
|
|
|
1,310
|
|
|
1,313
|
|
|
1,247
|
|
||||||||
Noninterest income
|
818
|
|
|
782
|
|
|
829
|
|
|
796
|
|
|
833
|
|
|
846
|
|
|
827
|
|
|
847
|
|
||||||||
Noninterest expense
|
1,482
|
|
|
1,384
|
|
|
1,390
|
|
|
1,417
|
|
|
1,520
|
|
|
1,391
|
|
|
1,388
|
|
|
1,465
|
|
||||||||
Income before provision/(benefit) for income taxes
|
796
|
|
|
849
|
|
|
895
|
|
|
792
|
|
|
668
|
|
|
765
|
|
|
752
|
|
|
629
|
|
||||||||
Provision/(benefit) for income taxes
|
136
|
|
|
95
|
|
|
171
|
|
|
147
|
|
|
(74
|
)
|
|
225
|
|
|
222
|
|
|
159
|
|
||||||||
Net income attributable to noncontrolling interest
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||||||
Net income
|
|
$658
|
|
|
|
$752
|
|
|
|
$722
|
|
|
|
$643
|
|
|
|
$740
|
|
|
|
$538
|
|
|
|
$528
|
|
|
|
$468
|
|
Net income available to common shareholders
|
|
$632
|
|
|
|
$726
|
|
|
|
$697
|
|
|
|
$612
|
|
|
|
$710
|
|
|
|
$512
|
|
|
|
$505
|
|
|
|
$451
|
|
Net interest income-FTE 1
|
|
$1,570
|
|
|
|
$1,534
|
|
|
|
$1,510
|
|
|
|
$1,461
|
|
|
|
$1,472
|
|
|
|
$1,467
|
|
|
|
$1,439
|
|
|
|
$1,400
|
|
Total revenue
|
2,365
|
|
|
2,294
|
|
|
2,317
|
|
|
2,237
|
|
|
2,267
|
|
|
2,276
|
|
|
2,230
|
|
|
2,213
|
|
||||||||
Total revenue-FTE 1
|
2,388
|
|
|
2,316
|
|
|
2,339
|
|
|
2,257
|
|
|
2,305
|
|
|
2,313
|
|
|
2,266
|
|
|
2,247
|
|
||||||||
Net securities gains/(losses)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(109
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Diluted
|
|
$1.40
|
|
|
|
$1.56
|
|
|
|
$1.49
|
|
|
|
$1.29
|
|
|
|
$1.48
|
|
|
|
$1.06
|
|
|
|
$1.03
|
|
|
|
$0.91
|
|
Basic
|
1.41
|
|
|
1.58
|
|
|
1.50
|
|
|
1.31
|
|
|
1.50
|
|
|
1.07
|
|
|
1.05
|
|
|
0.92
|
|
||||||||
Dividends declared per common share
|
0.50
|
|
|
0.50
|
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.40
|
|
|
0.26
|
|
|
0.26
|
|
||||||||
Book value per common share
|
49.57
|
|
|
48.00
|
|
|
47.70
|
|
|
47.14
|
|
|
47.94
|
|
|
47.16
|
|
|
46.51
|
|
|
45.62
|
|
||||||||
Tangible book value per common share 2
|
35.73
|
|
|
34.51
|
|
|
34.40
|
|
|
33.97
|
|
|
34.82
|
|
|
34.34
|
|
|
33.83
|
|
|
33.05
|
|
||||||||
Market capitalization
|
22,541
|
|
|
30,632
|
|
|
30,712
|
|
|
31,959
|
|
|
30,417
|
|
|
28,451
|
|
|
27,319
|
|
|
26,860
|
|
||||||||
Market price per common share (NYSE trading symbol “STI”):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
|
$67.98
|
|
|
|
$75.08
|
|
|
|
$71.14
|
|
|
|
$73.37
|
|
|
|
$66.62
|
|
|
|
$60.04
|
|
|
|
$58.75
|
|
|
|
$61.69
|
|
Low
|
46.05
|
|
|
65.82
|
|
|
65.08
|
|
|
64.32
|
|
|
56.30
|
|
|
51.96
|
|
|
52.69
|
|
|
52.71
|
|
||||||||
Close
|
50.44
|
|
|
66.79
|
|
|
66.02
|
|
|
68.04
|
|
|
64.59
|
|
|
59.77
|
|
|
56.72
|
|
|
55.30
|
|
||||||||
Selected Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total assets
|
|
$212,934
|
|
|
|
$207,395
|
|
|
|
$204,548
|
|
|
|
$204,132
|
|
|
|
$205,219
|
|
|
|
$205,738
|
|
|
|
$204,494
|
|
|
|
$204,252
|
|
Earning assets
|
190,742
|
|
|
186,344
|
|
|
184,566
|
|
|
182,874
|
|
|
184,306
|
|
|
184,861
|
|
|
184,057
|
|
|
183,606
|
|
||||||||
LHFI
|
149,708
|
|
|
145,995
|
|
|
144,156
|
|
|
142,920
|
|
|
144,039
|
|
|
144,706
|
|
|
144,440
|
|
|
143,670
|
|
||||||||
Intangible assets including residential MSRs
|
8,491
|
|
|
8,396
|
|
|
8,355
|
|
|
8,244
|
|
|
8,077
|
|
|
8,009
|
|
|
8,024
|
|
|
8,026
|
|
||||||||
Residential MSRs
|
2,083
|
|
|
1,987
|
|
|
1,944
|
|
|
1,833
|
|
|
1,662
|
|
|
1,589
|
|
|
1,603
|
|
|
1,604
|
|
||||||||
Consumer and commercial deposits
|
161,573
|
|
|
159,348
|
|
|
158,957
|
|
|
159,169
|
|
|
160,745
|
|
|
159,419
|
|
|
159,136
|
|
|
158,874
|
|
||||||||
Preferred stock
|
2,025
|
|
|
2,025
|
|
|
2,025
|
|
|
2,390
|
|
|
2,236
|
|
|
1,975
|
|
|
1,720
|
|
|
1,225
|
|
||||||||
Total shareholders’ equity
|
23,873
|
|
|
24,275
|
|
|
24,095
|
|
|
24,605
|
|
|
24,806
|
|
|
24,573
|
|
|
24,139
|
|
|
23,671
|
|
||||||||
Average common shares - diluted
|
452,957
|
|
|
464,164
|
|
|
469,339
|
|
|
473,620
|
|
|
480,359
|
|
|
483,640
|
|
|
488,020
|
|
|
496,002
|
|
||||||||
Average common shares - basic
|
449,404
|
|
|
460,252
|
|
|
465,529
|
|
|
468,723
|
|
|
474,300
|
|
|
478,258
|
|
|
482,913
|
|
|
490,091
|
|
||||||||
Financial Ratios (Annualized):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
ROA
|
1.23
|
%
|
|
1.44
|
%
|
|
1.42
|
%
|
|
1.28
|
%
|
|
1.43
|
%
|
|
1.04
|
%
|
|
1.03
|
%
|
|
0.93
|
%
|
||||||||
ROE
|
11.54
|
|
|
13.01
|
|
|
12.73
|
|
|
11.23
|
|
|
12.54
|
|
|
9.03
|
|
|
9.08
|
|
|
8.19
|
|
||||||||
ROTCE 3
|
16.13
|
|
|
18.06
|
|
|
17.74
|
|
|
15.60
|
|
|
17.24
|
|
|
12.45
|
|
|
12.51
|
|
|
11.28
|
|
||||||||
Net interest margin
|
3.22
|
|
|
3.22
|
|
|
3.23
|
|
|
3.20
|
|
|
3.09
|
|
|
3.07
|
|
|
3.06
|
|
|
3.02
|
|
||||||||
Net interest margin-FTE 1
|
3.27
|
|
|
3.27
|
|
|
3.28
|
|
|
3.24
|
|
|
3.17
|
|
|
3.15
|
|
|
3.14
|
|
|
3.09
|
|
||||||||
Efficiency ratio 4
|
62.66
|
|
|
60.34
|
|
|
59.98
|
|
|
63.35
|
|
|
67.03
|
|
|
61.12
|
|
|
62.24
|
|
|
66.20
|
|
||||||||
Efficiency ratio-FTE 1, 4
|
62.06
|
|
|
59.76
|
|
|
59.41
|
|
|
62.77
|
|
|
65.94
|
|
|
60.14
|
|
|
61.24
|
|
|
65.19
|
|
||||||||
Tangible efficiency ratio-FTE 1, 4, 5
|
61.13
|
|
|
58.94
|
|
|
58.69
|
|
|
62.11
|
|
|
64.84
|
|
|
59.21
|
|
|
60.59
|
|
|
64.60
|
|
||||||||
Adjusted tangible efficiency ratio-FTE 1, 4, 5, 6
|
58.63
|
|
|
58.94
|
|
|
58.69
|
|
|
62.11
|
|
|
59.85
|
|
|
59.21
|
|
|
60.59
|
|
|
64.60
|
|
||||||||
Total average shareholders’ equity to total average assets
|
11.21
|
|
|
11.71
|
|
|
11.78
|
|
|
12.05
|
|
|
12.09
|
|
|
11.94
|
|
|
11.80
|
|
|
11.59
|
|
||||||||
Tangible common equity to tangible assets 7
|
7.63
|
|
|
7.72
|
|
|
7.96
|
|
|
8.04
|
|
|
8.21
|
|
|
8.10
|
|
|
8.11
|
|
|
8.06
|
|
||||||||
Common dividend payout ratio
|
35.3
|
|
|
31.6
|
|
|
26.7
|
|
|
30.6
|
|
|
26.8
|
|
|
37.2
|
|
|
24.8
|
|
|
28.3
|
|
Selected Financial Data and Reconcilement of Non-U.S. GAAP Measures (continued)
|
|||||||||||||||||||||||
Selected Quarterly Financial Data (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Three Months Ended
|
||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
Capital Ratios at period end 8:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
CET1
|
9.21
|
%
|
|
9.60
|
%
|
|
9.72
|
%
|
|
9.84
|
%
|
|
9.74
|
%
|
|
9.62
|
%
|
|
9.68
|
%
|
|
9.69
|
%
|
Tier 1 capital
|
10.30
|
|
|
10.72
|
|
|
10.86
|
|
|
11.00
|
|
|
11.15
|
|
|
10.74
|
|
|
10.81
|
|
|
10.40
|
|
Total capital
|
12.02
|
|
|
12.47
|
|
|
12.67
|
|
|
12.90
|
|
|
13.09
|
|
|
12.69
|
|
|
12.75
|
|
|
12.37
|
|
Leverage
|
9.26
|
|
|
9.66
|
|
|
9.82
|
|
|
9.75
|
|
|
9.80
|
|
|
9.50
|
|
|
9.55
|
|
|
9.08
|
|
1
|
We present Net interest income-FTE, Total revenue-FTE, Net interest margin-FTE, Efficiency ratio-FTE, Tangible efficiency ratio-FTE, Adjusted tangible efficiency ratio-FTE, and Total adjusted revenue-FTE on a fully taxable-equivalent ("FTE") basis. The FTE basis adjusts for the tax-favored status of Net interest income from certain loans and investments using a federal tax rate of 21% for all periods beginning on or after January 1, 2018 and 35% for all periods prior to January 1, 2018, as well as state income taxes, where applicable, to increase tax-exempt interest income to a taxable-equivalent basis. We believe the FTE basis is the preferred industry measurement basis for these measures and that it enhances comparability of Net interest income arising from taxable and tax-exempt sources. Total revenue-FTE is calculated as Net interest income-FTE plus Noninterest income. Net interest margin-FTE is calculated by dividing annualized Net interest income-FTE by average Total earning assets.
|
2
|
We present Tangible book value per common share, which removes the after-tax impact of purchase accounting intangible assets, noncontrolling interest, and preferred stock from shareholders' equity. We believe this measure is useful to investors because, by removing the amount of intangible assets that result from merger and acquisition activity, and removing the amounts of noncontrolling interest and preferred stock that do not represent our common shareholders' equity, it allows investors to more easily compare our capital position to other companies in the industry.
|
3
|
We present ROTCE, which removes the after-tax impact of purchase accounting intangible assets from average common shareholders' equity and removes the related intangible asset amortization from Net income available to common shareholders. We believe this measure is useful to investors because, by removing the amount of intangible assets that result from merger and acquisition activity and related pre-tax amortization expense (the level of which may vary from company to company), it allows investors to more easily compare our ROTCE to other companies in the industry who present a similar measure. We also believe that removing these items provides a more relevant measure of our Return on average common shareholders' equity. This measure is utilized by management to assess our profitability.
|
4
|
Efficiency ratio is computed by dividing Noninterest expense by Total revenue. Efficiency ratio-FTE is computed by dividing Noninterest expense by Total revenue-FTE.
|
5
|
We present Tangible efficiency ratio-FTE and Adjusted tangible efficiency ratio-FTE, which exclude amortization related to intangible assets and certain tax credits. We believe these measures are useful to investors because, by removing the impact of amortization (the level of which may vary from company to company), it allows investors to more easily compare our efficiency to other companies in the industry. Tangible efficiency ratio-FTE is utilized by management to assess our efficiency and that of our lines of business.
|
6
|
We present Adjusted tangible efficiency ratio-FTE, which excludes the $60 million pre-tax impact of the NCF Retirement Plan settlement charge recognized in the fourth quarter of 2018 as well as Form 8-K and tax reform-related items recognized in the fourth quarter of 2017. We believe this measure is useful to investors because it removes the effect of material items impacting the periods' results and is more reflective of normalized operations as it reflects results that are primarily client relationship and client transaction driven. Removing these items also allows investors to compare our results to other companies in the industry that may not have had similar items impacting their results. Additional detail on these items can be found in Note 17, "Employee Benefit Plans," to the Consolidated Financial Statements in this Form 10-K and in our 2017 Annual Report on Form 10-K.
|
7
|
We present certain capital information on a tangible basis, including the ratio of Tangible common equity to tangible assets, Tangible equity, and Tangible common equity, which removes the after-tax impact of purchase accounting intangible assets. We believe these measures are useful to investors because, by removing the amount of intangible assets that result from merger and acquisition activity (the level of which may vary from company to company), it allows investors to more easily compare our capital position to other companies in the industry. These measures are utilized by management to analyze capital adequacy.
|
8
|
Basel III capital ratios are calculated under the standardized approach using regulatory capital methodology applicable to us for each period presented. Refer to the "Capital Resources" section of this MD&A for additional regulatory capital information.
|
9
|
Net of deferred taxes of $160 million, $160 million, $159 million, and $159 million at December 31, 2018, September 30, 2018, June 30, 2018, and March 31, 2018, respectively. Net of deferred taxes of $163 million, $254 million, $253 million, and $252 million at December 31, 2017, September 30, 2017, June 30, 2017, and March 31, 2017, respectively. Net of deferred taxes of $251 million, $240 million, and $214 million at December 31, 2016, 2015, and 2014, respectively.
|
10
|
We present certain income statement categories and also Adjusted tangible efficiency ratio-FTE, Total adjusted revenue-FTE, Adjusted net income available to common shareholders, Adjusted noninterest income, Adjusted noninterest expense, and Adjusted diluted net income per average common share, which exclude Form 8-K and tax reform-related items recognized in the fourth quarter of 2017 as well as other legacy mortgage-related items recognized in 2014. We believe these measures are useful to investors because they remove the effects of material items impacting the periods' results and are more reflective of normalized operations as they reflect results that are primarily client relationship and client transaction driven. Removing these items also allows investors to compare our results to other companies in the industry that may not have had similar items impacting their results. Additional detail on these items can be found in our 2017 Annual Report on Form 10-K.
|
11
|
We present the reconciliation of PPNR because it is a performance metric utilized by management and in certain of our compensation plans. PPNR impacts the level of awards if certain thresholds are met. We believe this measure is useful to investors because it allows investors to compare our PPNR to other companies in the industry who present a similar measure.
|
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)
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
|
|
|
|
|
||||||
Interest and fees on loans held for investment
|
|
$6,058
|
|
|
|
$5,385
|
|
|
|
$4,939
|
|
Interest and fees on loans held for sale
|
101
|
|
|
99
|
|
|
92
|
|
|||
Interest on securities available for sale 1
|
849
|
|
|
756
|
|
|
636
|
|
|||
Trading account interest and other 1
|
197
|
|
|
147
|
|
|
111
|
|
|||
Total interest income
|
7,205
|
|
|
6,387
|
|
|
5,778
|
|
|||
Interest Expense
|
|
|
|
|
|
||||||
Interest on deposits
|
711
|
|
|
404
|
|
|
259
|
|
|||
Interest on long-term debt
|
375
|
|
|
288
|
|
|
260
|
|
|||
Interest on other borrowings
|
132
|
|
|
62
|
|
|
38
|
|
|||
Total interest expense
|
1,218
|
|
|
754
|
|
|
557
|
|
|||
Net interest income
|
5,987
|
|
|
5,633
|
|
|
5,221
|
|
|||
Provision for credit losses
|
208
|
|
|
409
|
|
|
444
|
|
|||
Net interest income after provision for credit losses
|
5,779
|
|
|
5,224
|
|
|
4,777
|
|
|||
Noninterest Income
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
579
|
|
|
603
|
|
|
630
|
|
|||
Other charges and fees 2
|
356
|
|
|
361
|
|
|
359
|
|
|||
Card fees
|
324
|
|
|
344
|
|
|
327
|
|
|||
Investment banking income 2
|
599
|
|
|
623
|
|
|
515
|
|
|||
Trading income
|
161
|
|
|
189
|
|
|
211
|
|
|||
Mortgage related income 3
|
342
|
|
|
422
|
|
|
555
|
|
|||
Trust and investment management income
|
304
|
|
|
309
|
|
|
304
|
|
|||
Retail investment services
|
292
|
|
|
278
|
|
|
281
|
|
|||
Commercial real estate related income
|
134
|
|
|
123
|
|
|
69
|
|
|||
Net securities gains/(losses)
|
1
|
|
|
(108
|
)
|
|
4
|
|
|||
Gain on sale of subsidiary
|
—
|
|
|
107
|
|
|
—
|
|
|||
Other noninterest income
|
134
|
|
|
103
|
|
|
128
|
|
|||
Total noninterest income
|
3,226
|
|
|
3,354
|
|
|
3,383
|
|
|||
Noninterest Expense
|
|
|
|
|
|
||||||
Employee compensation
|
2,878
|
|
|
2,854
|
|
|
2,698
|
|
|||
Employee benefits
|
430
|
|
|
403
|
|
|
373
|
|
|||
Outside processing and software
|
909
|
|
|
826
|
|
|
834
|
|
|||
Net occupancy expense
|
372
|
|
|
377
|
|
|
349
|
|
|||
Marketing and customer development
|
175
|
|
|
232
|
|
|
172
|
|
|||
Equipment expense
|
166
|
|
|
164
|
|
|
170
|
|
|||
Regulatory assessments
|
126
|
|
|
187
|
|
|
173
|
|
|||
Operating losses
|
79
|
|
|
40
|
|
|
108
|
|
|||
Amortization
|
73
|
|
|
75
|
|
|
49
|
|
|||
Consulting and legal fees
|
62
|
|
|
71
|
|
|
93
|
|
|||
Other staff expense
|
52
|
|
|
121
|
|
|
67
|
|
|||
Other noninterest expense
|
351
|
|
|
414
|
|
|
382
|
|
|||
Total noninterest expense
|
5,673
|
|
|
5,764
|
|
|
5,468
|
|
|||
Income before provision for income taxes
|
3,332
|
|
|
2,814
|
|
|
2,692
|
|
|||
Provision for income taxes
|
548
|
|
|
532
|
|
|
805
|
|
|||
Net income including income attributable to noncontrolling interest
|
2,784
|
|
|
2,282
|
|
|
1,887
|
|
|||
Less: Net income attributable to noncontrolling interest
|
9
|
|
|
9
|
|
|
9
|
|
|||
Net income
|
2,775
|
|
|
2,273
|
|
|
1,878
|
|
|||
Less: Preferred stock dividends and other
|
107
|
|
|
94
|
|
|
67
|
|
|||
Net income available to common shareholders
|
|
$2,668
|
|
|
|
$2,179
|
|
|
|
$1,811
|
|
Net income per average common share:
|
|
|
|
|
|
||||||
Diluted
|
|
$5.74
|
|
|
|
$4.47
|
|
|
|
$3.60
|
|
Basic
|
5.79
|
|
|
4.53
|
|
|
3.63
|
|
|||
Dividends declared per common share
|
1.80
|
|
|
1.32
|
|
|
1.00
|
|
|||
Average common shares outstanding - diluted
|
464,961
|
|
|
486,954
|
|
|
503,466
|
|
|||
Average common shares outstanding - basic
|
460,922
|
|
|
481,339
|
|
|
498,638
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017 1
|
|
2016
|
||||||
Net income
|
|
$2,775
|
|
|
|
$2,273
|
|
|
|
$1,878
|
|
Components of other comprehensive (loss)/income:
|
|
|
|
|
|
||||||
Change in net unrealized (losses)/gains on securities available for sale,
net of tax of ($117), $29, and ($117), respectively
|
(386
|
)
|
|
61
|
|
|
(197
|
)
|
|||
Change in net unrealized losses on derivative instruments,
net of tax of ($21), $0, and ($145), respectively
|
(68
|
)
|
|
(87
|
)
|
|
(244
|
)
|
|||
Change in net unrealized gains/(losses) on brokered time deposits,
net of tax of $0, $0, and $0, respectively
|
2
|
|
|
—
|
|
|
(1
|
)
|
|||
Change in credit risk adjustment on long-term debt,
net of tax of $1, $3, and ($1), respectively
|
4
|
|
|
3
|
|
|
(2
|
)
|
|||
Change related to employee benefit plans,
net of tax of $1, $138, and $52, respectively
|
2
|
|
|
24
|
|
|
88
|
|
|||
Total other comprehensive (loss)/income, net of tax
|
(446
|
)
|
|
1
|
|
|
(356
|
)
|
|||
Total comprehensive income
|
|
$2,329
|
|
|
|
$2,274
|
|
|
|
$1,522
|
|
1
|
Net of tax amounts include the stranded tax effects resulting from the 2017 Tax Act. See Note 1, "Significant Accounting Policies," for additional information.
|
|
December 31,
|
||||||
(Dollars in millions and shares in thousands, except per share data)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash and due from banks
|
|
$5,791
|
|
|
|
$5,349
|
|
Federal funds sold and securities borrowed or purchased under agreements to resell
|
1,679
|
|
|
1,538
|
|
||
Interest-bearing deposits in other banks
|
25
|
|
|
25
|
|
||
Cash and cash equivalents
|
7,495
|
|
|
6,912
|
|
||
Trading assets and derivative instruments 1
|
5,506
|
|
|
5,093
|
|
||
Securities available for sale 2, 3
|
31,442
|
|
|
30,947
|
|
||
Loans held for sale ($1,178 and $1,577 at fair value at December 31, 2018 and 2017, respectively)
|
1,468
|
|
|
2,290
|
|
||
Loans held for investment 4 ($163 and $196 at fair value at December 31, 2018 and 2017, respectively)
|
151,839
|
|
|
143,181
|
|
||
Allowance for loan and lease losses
|
(1,615
|
)
|
|
(1,735
|
)
|
||
Net loans held for investment
|
150,224
|
|
|
141,446
|
|
||
Premises, property, and equipment, net 5
|
2,024
|
|
|
2,053
|
|
||
Goodwill
|
6,331
|
|
|
6,331
|
|
||
Other intangible assets (Residential MSRs at fair value: $1,983 and $1,710 at December 31, 2018 and 2017, respectively)
|
2,062
|
|
|
1,791
|
|
||
Other assets 3, 5 ($95 and $56 at fair value at December 31, 2018 and 2017, respectively)
|
8,991
|
|
|
9,099
|
|
||
Total assets
|
|
$215,543
|
|
|
|
$205,962
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Noninterest-bearing deposits
|
|
$40,770
|
|
|
|
$42,784
|
|
Interest-bearing deposits ($403 and $236 at fair value at December 31, 2018 and 2017, respectively)
|
121,819
|
|
|
117,996
|
|
||
Total deposits
|
162,589
|
|
|
160,780
|
|
||
Funds purchased
|
2,141
|
|
|
2,561
|
|
||
Securities sold under agreements to repurchase
|
1,774
|
|
|
1,503
|
|
||
Other short-term borrowings
|
4,857
|
|
|
717
|
|
||
Long-term debt 6 ($289 and $530 at fair value at December 31, 2018 and 2017, respectively)
|
15,072
|
|
|
9,785
|
|
||
Trading liabilities and derivative instruments
|
1,604
|
|
|
1,283
|
|
||
Other liabilities
|
3,226
|
|
|
4,179
|
|
||
Total liabilities
|
191,263
|
|
|
180,808
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock, no par value
|
2,025
|
|
|
2,475
|
|
||
Common stock, $1.00 par value
|
553
|
|
|
550
|
|
||
Additional paid-in capital
|
9,022
|
|
|
9,000
|
|
||
Retained earnings
|
19,522
|
|
|
17,540
|
|
||
Treasury stock, at cost, and other 7
|
(5,422
|
)
|
|
(3,591
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(1,420
|
)
|
|
(820
|
)
|
||
Total shareholders’ equity
|
24,280
|
|
|
25,154
|
|
||
Total liabilities and shareholders’ equity
|
|
$215,543
|
|
|
|
$205,962
|
|
|
|
|
|
||||
Common shares outstanding 8
|
446,888
|
|
|
470,931
|
|
||
Common shares authorized
|
750,000
|
|
|
750,000
|
|
||
Preferred shares outstanding
|
20
|
|
|
25
|
|
||
Preferred shares authorized
|
50,000
|
|
|
50,000
|
|
||
Treasury shares of common stock
|
105,896
|
|
|
79,133
|
|
||
|
|
|
|
||||
1 Includes trading securities pledged as collateral where counterparties have the right to sell or repledge the collateral
|
|
$1,442
|
|
|
|
$1,086
|
|
2 Includes securities AFS pledged as collateral where counterparties have the right to sell or repledge the collateral
|
222
|
|
|
223
|
|
||
3 Beginning January 1, 2018, the Company reclassified equity securities previously presented in Securities available for sale to Other assets. Prior periods have been revised to conform to the current presentation.
|
|
|
|
||||
4 Includes loans held for investment of consolidated VIEs
|
153
|
|
|
179
|
|
||
5 Beginning October 1, 2018, the Company reclassified capitalized software and related accumulated amortization previously presented in Other assets to Premises, property, and equipment, net. Prior periods have been revised to conform to the current presentation.
|
|
|
|
||||
6 Includes debt of consolidated VIEs
|
161
|
|
|
189
|
|
||
7 Includes noncontrolling interest
|
103
|
|
|
103
|
|
||
8 Includes restricted shares
|
7
|
|
|
9
|
|
(Dollars and shares in millions, except per share data)
|
Preferred Stock
|
|
Common Shares Outstanding
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury 1
Stock and Other
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||
Balance, January 1, 2016
|
|
$1,225
|
|
|
509
|
|
|
|
$550
|
|
|
|
$9,094
|
|
|
|
$14,686
|
|
|
|
($1,658
|
)
|
|
|
($460
|
)
|
|
|
$23,437
|
|
Cumulative effect of credit risk adjustment 2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,273
|
|
|
—
|
|
|
—
|
|
|
2,273
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Common stock dividends, $1.32 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|
—
|
|
|
—
|
|
|
(634
|
)
|
|||||||
Preferred stock dividends 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||||
Issuance of preferred stock, Series G and H
|
1,250
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|||||||
Repurchase of common stock
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,314
|
)
|
|
—
|
|
|
(1,314
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
36
|
|
|
—
|
|
|
21
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
16
|
|
|
(5
|
)
|
|
33
|
|
|
—
|
|
|
44
|
|
|||||||
Balance, December 31, 2017
|
|
$2,475
|
|
|
471
|
|
|
|
$550
|
|
|
|
$9,000
|
|
|
|
$17,540
|
|
|
|
($3,591
|
)
|
|
|
($820
|
)
|
|
|
$25,154
|
|
Cumulative effect adjustment related to ASU adoptions 5
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
(154
|
)
|
|
(5
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,775
|
|
|
—
|
|
|
—
|
|
|
2,775
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(446
|
)
|
|
(446
|
)
|
|||||||
Common stock dividends, $1.80 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(826
|
)
|
|
—
|
|
|
—
|
|
|
(826
|
)
|
|||||||
Preferred stock dividends 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|||||||
Redemption of preferred stock, Series E
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(450
|
)
|
|||||||
Repurchase of common stock
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,910
|
)
|
|
—
|
|
|
(1,910
|
)
|
|||||||
Exercise of stock options and stock compensation expense
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||||
Exercise of stock warrants
|
—
|
|
|
3
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock activity
|
—
|
|
|
1
|
|
|
—
|
|
|
25
|
|
|
(9
|
)
|
|
42
|
|
|
—
|
|
|
58
|
|
|||||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Balance, December 31, 2018
|
|
$2,025
|
|
|
447
|
|
|
|
$553
|
|
|
|
$9,022
|
|
|
|
$19,522
|
|
|
|
($5,422
|
)
|
|
|
($1,420
|
)
|
|
|
$24,280
|
|
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
|
|||||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income including income attributable to noncontrolling interest
|
|
$2,784
|
|
|
|
$2,282
|
|
|
|
$1,887
|
|
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
716
|
|
|
727
|
|
|
725
|
|
|||
Origination of servicing rights
|
(352
|
)
|
|
(411
|
)
|
|
(312
|
)
|
|||
Provisions for credit losses and foreclosed property
|
218
|
|
|
418
|
|
|
449
|
|
|||
Deferred income tax (benefit)/expense
|
(87
|
)
|
|
344
|
|
|
111
|
|
|||
Stock-based compensation
|
140
|
|
|
160
|
|
|
126
|
|
|||
Net securities (gains)/losses
|
(1
|
)
|
|
108
|
|
|
(4
|
)
|
|||
Net gains on sale of loans held for sale, loans, and other assets
|
(97
|
)
|
|
(269
|
)
|
|
(428
|
)
|
|||
Gain on sale of subsidiary
|
—
|
|
|
(107
|
)
|
|
—
|
|
|||
Net decrease/(increase) in loans held for sale
|
886
|
|
|
2,099
|
|
|
(1,819
|
)
|
|||
Net (increase)/decrease in trading assets and derivative instruments
|
(501
|
)
|
|
834
|
|
|
(342
|
)
|
|||
Net (increase)/decrease in other assets 1
|
(340
|
)
|
|
348
|
|
|
(627
|
)
|
|||
Net decrease in other liabilities
|
(797
|
)
|
|
(911
|
)
|
|
(284
|
)
|
|||
Net cash provided by/(used in) operating activities
|
2,569
|
|
|
5,622
|
|
|
(518
|
)
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
3,690
|
|
|
4,186
|
|
|
5,108
|
|
|||
Proceeds from sales of securities available for sale
|
2,096
|
|
|
2,854
|
|
|
197
|
|
|||
Purchases of securities available for sale
|
(6,389
|
)
|
|
(8,299
|
)
|
|
(8,610
|
)
|
|||
Net increase in loans, including purchases of loans
|
(9,406
|
)
|
|
(2,425
|
)
|
|
(9,032
|
)
|
|||
Proceeds from sales of loans and leases
|
281
|
|
|
720
|
|
|
1,612
|
|
|||
Net cash paid for servicing rights
|
(78
|
)
|
|
(7
|
)
|
|
(171
|
)
|
|||
Payments for bank-owned life insurance policy premiums 1
|
(202
|
)
|
|
(127
|
)
|
|
(202
|
)
|
|||
Proceeds from the settlement of bank-owned life insurance 1
|
14
|
|
|
3
|
|
|
17
|
|
|||
Proceeds from beneficial interest 1
|
2
|
|
|
11
|
|
|
12
|
|
|||
Capital expenditures
|
(345
|
)
|
|
(410
|
)
|
|
(283
|
)
|
|||
Payments related to acquisitions, net of cash acquired 1
|
—
|
|
|
—
|
|
|
(188
|
)
|
|||
Consideration received from sale of subsidiary
|
—
|
|
|
261
|
|
|
—
|
|
|||
Proceeds from the sale of other real estate owned and other assets
|
186
|
|
|
235
|
|
|
233
|
|
|||
Net cash used in investing activities
|
(10,151
|
)
|
|
(2,998
|
)
|
|
(11,307
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net increase in total deposits
|
1,809
|
|
|
382
|
|
|
10,568
|
|
|||
Net increase in funds purchased, securities sold under agreements to repurchase, and other short-term borrowings
|
3,991
|
|
|
17
|
|
|
37
|
|
|||
Proceeds from issuance of long-term debt
|
6,944
|
|
|
2,844
|
|
|
6,705
|
|
|||
Repayments of long-term debt
|
(1,274
|
)
|
|
(4,562
|
)
|
|
(3,231
|
)
|
|||
Payments of contingent consideration 1
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||
Proceeds from issuance of preferred stock
|
—
|
|
|
1,239
|
|
|
—
|
|
|||
Repurchase of preferred stock
|
(450
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(1,910
|
)
|
|
(1,314
|
)
|
|
(806
|
)
|
|||
Repurchase of common stock warrants
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||
Common and preferred stock dividends paid
|
(936
|
)
|
|
(723
|
)
|
|
(564
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(45
|
)
|
|
(39
|
)
|
|
(48
|
)
|
|||
Proceeds from exercise of stock options
|
36
|
|
|
21
|
|
|
25
|
|
|||
Net cash provided by/(used in) financing activities
|
8,165
|
|
|
(2,135
|
)
|
|
12,649
|
|
|||
Net increase in cash and cash equivalents
|
583
|
|
|
489
|
|
|
824
|
|
|||
Cash and cash equivalents at beginning of period
|
6,912
|
|
|
6,423
|
|
|
5,599
|
|
|||
Cash and cash equivalents at end of period
|
|
$7,495
|
|
|
|
$6,912
|
|
|
|
$6,423
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
|
$1,151
|
|
|
|
$730
|
|
|
|
$559
|
|
Income taxes paid
|
130
|
|
|
415
|
|
|
813
|
|
|||
Income taxes refunded
|
(219
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Loans transferred from loans held for sale to loans held for investment
|
28
|
|
|
19
|
|
|
30
|
|
|||
Loans transferred from loans held for investment to loans held for sale
|
532
|
|
|
288
|
|
|
360
|
|
|||
Loans transferred from loans held for investment and loans held for sale to other real estate owned
|
62
|
|
|
57
|
|
|
59
|
|
|||
Amortization of deferred gain on sale leaseback of premises
|
6
|
|
|
17
|
|
|
43
|
|
|||
Non-cash impact of debt assumed by purchaser in lease sale
|
373
|
|
|
184
|
|
|
74
|
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
Standards Adopted in 2018
|
|||
ASU 2014-09, Revenue from Contracts with Customers (ASC Topic 606) and subsequent related ASUs
|
These ASUs comprise ASC Topic 606, Revenue from Contracts with Customers, which supersede the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of these 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.
|
January 1, 2018
|
The Company adopted these ASUs on a modified retrospective basis beginning January 1, 2018. Upon adoption, the Company recognized an immaterial cumulative effect adjustment that resulted in a decrease to the beginning balance of retained earnings as of January 1, 2018. Furthermore, the Company prospectively changed the presentation of certain types of revenue and expenses, such as underwriting revenue within investment banking income which is shown on a gross basis, and certain cash promotions and card network expenses, which were reclassified from noninterest expense to service charges on deposit accounts, card fees, and other charges and fees. The net quantitative impact of these presentation changes decreased both revenue and expenses by $26 million for the year ended December 31, 2018; however, these presentation changes did not have an impact on net income. Prior period balances have not been restated to reflect these presentation changes. See Note 2, “Revenue Recognition,” for disclosures relating to ASC Topic 606.
|
ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities; and
ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
These ASUs amend ASC Topic 825, Financial Instruments-Overall, and address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The main provisions require most investments in equity securities to be measured at fair value through net income, unless they qualify for a measurement alternative, and require fair value changes arising from changes in instrument-specific credit risk for financial liabilities that are measured under the fair value option to be recognized in other comprehensive income. With the exception of disclosure requirements and the application of the measurement alternative for certain equity investments that were applied prospectively, these ASUs were required to be applied on a modified retrospective basis.
|
January 1, 2018
Early adoption was permitted for the provision related to changes in instrument-specific credit risk for financial liabilities under the FVO.
|
The Company early adopted the provision related to changes in instrument-specific credit risk beginning January 1, 2016, which resulted in an immaterial cumulative effect adjustment from retained earnings to AOCI. See Note 1, “Significant Accounting Policies,” to the Company’s 2016 Annual Report on Form 10-K for additional information regarding the early adoption of this provision.
Additionally, the Company adopted the remaining provisions of these ASUs beginning January 1, 2018, which resulted in an immaterial cumulative effect adjustment to the beginning balance of retained earnings. In connection with the adoption of these ASUs, an immaterial amount of equity securities previously classified as securities AFS were reclassified to other assets, as the AFS classification is no longer permitted for equity securities under these ASUs.
Subsequent to adoption of these ASUs, the Company recognized net gains on certain of its equity investments during the year ended December 31, 2018. For additional information relating to these net gains, see Note 11, “Other Assets,” and Note 20, “Fair Value Election and Measurement.”
The remaining provisions and disclosure requirements of these ASUs did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures upon adoption.
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
Standards Adopted in 2018 (continued)
|
|||
ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
|
This ASU amends ASC Topic 230, Statement of Cash Flows, to clarify the classification of certain cash receipts and payments within the Company's Consolidated Statements of Cash Flows. These items include: cash payments for debt prepayment or debt extinguishment costs; cash outflows for the settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned and bank-owned life insurance policies; distributions received from equity method investees; and beneficial interests acquired in securitization transactions. The ASU also clarifies that when no specific U.S. GAAP guidance exists and the source of the cash flows are not separately identifiable, the predominant source of cash flow should be used to determine the classification for the item. The ASU must be applied on a retrospective basis.
|
January 1, 2018
|
The Company adopted this ASU on a retrospective basis effective January 1, 2018 and changed the presentation of certain cash payments and receipts within its Consolidated Statements of Cash Flows. Specifically, the Company changed the presentation of proceeds from the settlement of bank-owned life insurance policies from operating activities to investing activities. The Company also changed the presentation of cash payments for bank-owned life insurance policy premiums from operating activities to investing activities. Lastly, for contingent consideration payments made more than three months after a business combination, the Company changed the presentation for the portion of the cash payment up to the acquisition date fair value of the contingent consideration as a financing activity and any amount paid in excess of the acquisition date fair value as an operating activity.
For the years ended December 31, 2018, 2017, and 2016, the Company reclassified $202 million, $127 million, and $202 million, respectively, of cash payments for bank-owned life insurance policy premiums, as well as $14 million, $3 million, and $17 million, respectively, of proceeds from the settlement of bank-owned life insurance policies from operating activities to investing activities on the Company’s Consolidated Statements of Cash Flows. For the year ended December 31, 2016, the Company reclassified $13 million from investing activities to financing activities and $10 million from investing activities to operating activities related to contingent consideration payments. There were no contingent consideration payments made for the years ended December 31, 2018 and 2017.
|
ASU 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting
|
This ASU amends ASC Topic 718, Stock Compensation, to provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting per ASC Topic 718, Stock Compensation. The amendments clarify that modification accounting only applies to an entity if the fair value, vesting conditions, or classification of the award changes as a result of changes in the terms or conditions of a share-based payment award. The ASU should be applied prospectively to awards modified on or after the adoption date.
|
January 1, 2018
|
The Company adopted this ASU on January 1, 2018 and upon adoption, the ASU did not have a material impact on the Company’s Consolidated Financial Statements or related disclosures.
|
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities
|
This ASU amends ASC Topic 815, Derivatives and Hedging, to simplify the requirements for hedge accounting. Key amendments include: eliminating the requirement to separately measure and report hedge ineffectiveness, requiring changes in the value of the hedging instrument to be presented in the same income statement line as the earnings effect of the hedged item, and the ability to measure the hedged item based on the benchmark interest rate component of the total contractual coupon for fair value hedges. These changes expand the types of risk management strategies eligible for hedge accounting. The ASU also permits entities to qualitatively assert that a hedging relationship was and continues to be highly effective. New incremental disclosures are required for reporting periods subsequent to the date of adoption. All transition requirements and elections should be applied to hedging relationships existing on the date of adoption using a modified retrospective approach.
|
January 1, 2019
Early adoption is permitted.
|
The Company early adopted this ASU beginning January 1, 2018 and modified its measurement methodology for certain hedged items designated under fair value hedge relationships. The Company elected to perform its subsequent assessments of hedge effectiveness using a qualitative, rather than a quantitative, approach. The adoption resulted in an immaterial cumulative effect adjustment to the opening balance of retained earnings and a basis adjustment to the related hedged items arising from measuring the hedged items based on the benchmark interest rate component of the total contractual coupon of the fair value hedges. For additional information on the Company’s derivative and hedging activities, see Note 19, “Derivative Financial Instruments.”
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
Standards Adopted in 2018 (continued)
|
|||
ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from AOCI
|
This ASU amends ASC Topic 220, Income Statement - Reporting Comprehensive Income, to allow for a reclassification from AOCI to Retained earnings for the tax effects stranded in AOCI as a result of the remeasurement of DTAs and DTLs for the change in the federal corporate tax rate pursuant to the 2017 Tax Act, which was recognized through the income tax provision in 2017. The Company may apply this ASU at the beginning of the period of adoption or retrospectively to all periods in which the 2017 Tax Act is enacted.
|
January 1, 2019
Early adoption is permitted. |
The Company early adopted this ASU beginning January 1, 2018. Upon adoption of this ASU, the Company elected to reclassify $182 million of stranded tax effects relating to securities AFS, derivative instruments, credit risk on long-term debt, and employee benefit plans from AOCI to retained earnings. This amount was offset by $28 million of stranded tax effects relating to equity securities previously classified as securities AFS, resulting in a net $154 million increase to retained earnings.
|
ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
|
This ASU amends ASC Subtopic 715-20, Compensation - Retirement Benefits - Defined Benefit Plans - General, to add new disclosure requirements as well as remove certain disclosure requirements to improve the effectiveness of disclosures in the notes to the financial statements. The ASU must be applied on a retrospective basis.
|
December 31, 2020
Early adoption is permitted. |
The Company early adopted this ASU beginning December 31, 2018 and modified its employee benefit plans disclosures accordingly for each of the years ended December 31, 2018, 2017, and 2016. The adoption of this ASU did not have an impact on the Company’s Consolidated Financial Statements. See Note 17, “Employee Benefit Plans,” for the Company’s employee benefit plans disclosures.
|
Standards Not Yet Adopted
|
|||
ASU 2016-02, Leases (ASC Topic 842) and subsequent related ASUs
|
This ASU creates ASC Topic 842, Leases, which supersedes ASC Topic 840, Leases. ASC 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 ASC Topic 606, Revenue from Contracts with Customers. There are several new qualitative and quantitative disclosures required.
Upon transition, lessees and lessors have the option to:
- Recognize and measure leases at the beginning of the earliest period presented using a modified retrospective transition approach, or
- Apply a modified retrospective transition approach as of the date of adoption.
|
January 1, 2019
Early adoption is permitted.
|
The Company formed a cross-functional team to oversee the implementation of this ASU. The Company’s implementation included the review of its lease portfolios and related lease accounting policies, the review of its service contracts for embedded leases, and the deployment of a new lease software solution. Additionally, in conjunction with this implementation, the Company reviewed its business processes and evaluated changes to its control environment.
The Company adopted this ASU on January 1, 2019, using a modified retrospective transition approach as of the date of adoption, which resulted in an increase in right-of-use assets and associated lease liabilities, arising from operating leases in which the Company is the lessee, on its Consolidated Balance Sheets. The amount of the right-of-use assets and associated lease liabilities recorded upon adoption was based primarily on the present value of unpaid future minimum lease payments, the amount of which is based on the population of leases in effect at the date of adoption. At January 1, 2019, the Company’s right-of-use assets and lease liabilities recorded on its Consolidated Balance Sheets upon adoption were $1.2 billion and $1.3 billion, respectively.
Upon adoption on January 1, 2019, the Company also recognized a cumulative effect adjustment of $31 million to increase the beginning balance of retained earnings (as of January 1, 2019) for remaining deferred gains on sale-leaseback transactions that occurred prior to the date of adoption and for other transition provisions. This ASU is not expected to have a material impact on the timing of expense recognition in its Consolidated Statements of Income.
The Company is in the process of developing and completing the required leasing disclosures, which will be included in its first quarter of 2019 Quarterly Report on Form 10-Q.
|
Standard
|
Description
|
Required Date of Adoption
|
Effect on the Financial Statements or Other Significant Matters
|
Standards Not Yet Adopted (continued)
|
|||
ASU 2016-13, Measurement of Credit Losses on Financial Instruments (ASC Topic 326) and subsequent related ASUs
|
This ASU adds 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 is deducted from the amortized cost basis of the financial assets to reflect the net amount expected to be collected on the financial assets. Additional quantitative and qualitative disclosures are required upon adoption. The change to the allowance for credit losses at the time of the adoption will be made with a cumulative effect adjustment to retained earnings.
Although the current expected credit loss methodology does not apply to AFS debt securities, the ASU does require 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 formed a cross-functional team to oversee the implementation of this ASU. A detailed implementation plan has been developed and substantial progress has been made on the identification and staging of data, development and validation of models, refinement of economic forecasting processes, and documentation of accounting policy decisions. Additionally, a new credit loss platform is being implemented to host data and run models in a controlled, automated environment. In conjunction with this implementation, the Company is reviewing business processes and evaluating potential changes to the control environment. The Company plans to perform its parallel runs of its new methodology in 2019 prior to adoption of the ASU.
The Company plans to adopt this ASU on January 1, 2020, and it is evaluating the impact that this ASU will have on its Consolidated Financial Statements and related disclosures. The Company currently anticipates that an increase to the allowance for credit losses will be recognized upon adoption to provide for the expected credit losses over the estimated life of the financial assets. The magnitude of the increase will depend on economic conditions and trends in the Company’s portfolio at the time of adoption. |
ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
This ASU amends ASC Topic 350, Intangibles - Goodwill and Other, to simplify the subsequent measurement of goodwill, by eliminating Step 2 from the goodwill impairment test. The amendments require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. This ASU requires an entity to recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, with the loss limited to the total amount of goodwill allocated to that reporting unit. The ASU must be applied on a prospective basis.
|
January 1, 2020
Early adoption is permitted.
|
Based on the Company’s most recent qualitative goodwill impairment assessment performed as of October 1, 2018, there were no reporting units for which it was more-likely-than-not that the carrying amount of a reporting unit exceeded its respective fair value; therefore, this ASU would not currently have an impact on the Company’s Consolidated Financial Statements or related disclosures. However, if upon adoption, which is expected to occur on January 1, 2020, the carrying amount of a reporting unit exceeds its respective fair value, the Company would be required to recognize an impairment charge for the amount that the carrying value exceeds the fair value.
|
ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
|
This ASU amends ASC Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software, to align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company may apply this ASU either retrospectively, or prospectively to all implementation costs incurred after the date of adoption.
|
January 1, 2020
Early adoption is permitted.
|
The Company’s current accounting policy for capitalizing implementation costs incurred in a hosting arrangement generally aligns with the requirements of this ASU; therefore, the Company's adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements or related disclosures.
|
(Dollars in millions)
|
Year Ended December 31, 2018
|
||
Noninterest income
|
|||
Revenue in scope of ASC Topic 606
|
|
$1,992
|
|
Revenue out of scope of ASC Topic 606
|
1,234
|
|
|
Total noninterest income
|
|
$3,226
|
|
1
|
Amounts are presented in accordance with ASC Topic 606, Revenue from Contracts with Customers, except for out of scope amounts.
|
2
|
Consumer total noninterest income and Wholesale total noninterest income exclude $417 million and $929 million of out of scope noninterest income, respectively, which are included in the business segment results presented on a management accounting basis in Note 22, "Business Segment Reporting." Out of scope total noninterest income includes these amounts and also includes ($112) million of Corporate Other noninterest income that is not subject to ASC Topic 606.
|
3
|
The Company presents out of scope noninterest income for the purpose of reconciling noninterest income amounts within the scope of ASC Topic 606 to noninterest income amounts presented on the Company's Consolidated Statements of Income.
|
4
|
Beginning July 1, 2018, the Company began presenting bridge commitment fee income related to capital market transactions in Investment banking income on the Consolidated Statements of Income. For periods prior to July 1, 2018, this income was previously presented in Other charges and fees and has been reclassified to Investment banking income for comparability.
|
5
|
The Company recognized an immaterial amount of insurance trailing commissions, the majority of which related to performance obligations satisfied in prior periods.
|
6
|
The Company recognized $50 million of mutual fund 12b-1 fees and annuity trailing commissions, the majority of which related to performance obligations satisfied in periods prior to December 31, 2018.
|
(Dollars in millions)
|
Date
|
|
Consideration Received/(Paid)
|
|
Goodwill
|
|
Other Intangible Assets
|
|
Pre-tax Gain
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||
Sale of PAC
|
12/1/2017
|
|
|
$261
|
|
|
|
($7
|
)
|
|
|
$—
|
|
|
|
$107
|
|
2016
|
|
|
|
|
|
|
|
|
|
||||||||
Acquisition of Pillar
|
12/15/2016
|
|
|
($197
|
)
|
|
|
$1
|
|
|
|
$13
|
|
1
|
|
$—
|
|
(Dollars in millions)
|
|
|
|
||||
PAC Financial Information:
|
2017
|
|
2016
|
||||
Revenue
|
|
$56
|
|
|
|
$60
|
|
Less: Expenses
|
31
|
|
|
27
|
|
||
Income before provision for income taxes
|
|
$25
|
|
|
|
$33
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Fed funds sold
|
|
$42
|
|
|
|
$65
|
|
Securities borrowed
|
394
|
|
|
298
|
|
||
Securities purchased under agreements to resell
|
1,243
|
|
|
1,175
|
|
||
Total Fed funds sold and securities borrowed or purchased under agreements to resell
|
|
$1,679
|
|
|
|
$1,538
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||
(Dollars in millions)
|
Overnight and Continuous
|
|
Up to 30 days
|
|
30-90 days
|
|
Total
|
|
Overnight and Continuous
|
|
Up to 30 days
|
|
30-90 days
|
|
Total
|
||||||||||||||||
U.S. Treasury securities
|
|
$197
|
|
|
|
$7
|
|
|
|
$—
|
|
|
|
$204
|
|
|
|
$95
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$95
|
|
Federal agency securities
|
112
|
|
|
10
|
|
|
—
|
|
|
122
|
|
|
101
|
|
|
15
|
|
|
—
|
|
|
116
|
|
||||||||
MBS - agency
|
881
|
|
|
35
|
|
|
—
|
|
|
916
|
|
|
694
|
|
|
135
|
|
|
—
|
|
|
829
|
|
||||||||
CP
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||||
Corporate and other debt securities
|
216
|
|
|
158
|
|
|
80
|
|
|
454
|
|
|
316
|
|
|
88
|
|
|
40
|
|
|
444
|
|
||||||||
Total securities sold under agreements to repurchase
|
|
$1,484
|
|
|
|
$210
|
|
|
|
$80
|
|
|
|
$1,774
|
|
|
|
$1,225
|
|
|
|
$238
|
|
|
|
$40
|
|
|
|
$1,503
|
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed or purchased under agreements to resell
|
|
$1,637
|
|
|
|
$—
|
|
|
|
$1,637
|
|
1
|
|
$1,624
|
|
|
|
$13
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase
|
1,774
|
|
|
—
|
|
|
1,774
|
|
|
1,774
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities borrowed or purchased under agreements to resell
|
|
$1,473
|
|
|
|
$—
|
|
|
|
$1,473
|
|
1
|
|
$1,462
|
|
|
|
$11
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities sold under agreements to repurchase
|
1,503
|
|
|
—
|
|
|
1,503
|
|
|
1,503
|
|
|
—
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Trading Assets and Derivative Instruments:
|
|
|
|
||||
U.S. Treasury securities
|
|
$262
|
|
|
|
$157
|
|
Federal agency securities
|
188
|
|
|
395
|
|
||
U.S. states and political subdivisions
|
54
|
|
|
61
|
|
||
MBS - agency
|
860
|
|
|
700
|
|
||
Corporate and other debt securities
|
700
|
|
|
655
|
|
||
CP
|
190
|
|
|
118
|
|
||
Equity securities
|
73
|
|
|
56
|
|
||
Derivative instruments 1
|
639
|
|
|
802
|
|
||
Trading loans 2
|
2,540
|
|
|
2,149
|
|
||
Total trading assets and derivative instruments
|
|
$5,506
|
|
|
|
$5,093
|
|
|
|
|
|
||||
Trading Liabilities and Derivative Instruments:
|
|
|
|
||||
U.S. Treasury securities
|
|
$801
|
|
|
|
$577
|
|
MBS - agency
|
3
|
|
|
—
|
|
||
Corporate and other debt securities
|
385
|
|
|
289
|
|
||
Equity securities
|
5
|
|
|
9
|
|
||
Derivative instruments 1
|
410
|
|
|
408
|
|
||
Total trading liabilities and derivative instruments
|
|
$1,604
|
|
|
|
$1,283
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Pledged trading assets to secure repurchase agreements 1
|
|
$1,418
|
|
|
|
$1,016
|
|
Pledged trading assets to secure certain derivative agreements
|
22
|
|
|
72
|
|
||
Pledged trading assets to secure other arrangements
|
40
|
|
|
41
|
|
|
December 31, 2018
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$4,277
|
|
|
|
$—
|
|
|
|
$66
|
|
|
|
$4,211
|
|
Federal agency securities
|
221
|
|
|
2
|
|
|
2
|
|
|
221
|
|
||||
U.S. states and political subdivisions
|
606
|
|
|
4
|
|
|
21
|
|
|
589
|
|
||||
MBS - agency residential
|
23,161
|
|
|
128
|
|
|
425
|
|
|
22,864
|
|
||||
MBS - agency commercial
|
2,688
|
|
|
8
|
|
|
69
|
|
|
2,627
|
|
||||
MBS - non-agency commercial
|
943
|
|
|
—
|
|
|
27
|
|
|
916
|
|
||||
Corporate and other debt securities
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Total securities AFS
|
|
$31,910
|
|
|
|
$142
|
|
|
|
$610
|
|
|
|
$31,442
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017 1
|
||||||||||||||
(Dollars in millions)
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
||||||||
Securities AFS:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
|
$4,361
|
|
|
|
$2
|
|
|
|
$32
|
|
|
|
$4,331
|
|
Federal agency securities
|
257
|
|
|
3
|
|
|
1
|
|
|
259
|
|
||||
U.S. states and political subdivisions
|
618
|
|
|
7
|
|
|
8
|
|
|
617
|
|
||||
MBS - agency residential
|
22,616
|
|
|
222
|
|
|
134
|
|
|
22,704
|
|
||||
MBS - agency commercial
|
2,121
|
|
|
3
|
|
|
38
|
|
|
2,086
|
|
||||
MBS - non-agency residential
|
55
|
|
|
4
|
|
|
—
|
|
|
59
|
|
||||
MBS - non-agency commercial
|
862
|
|
|
7
|
|
|
3
|
|
|
866
|
|
||||
ABS
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
||||
Corporate and other debt securities
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Total securities AFS
|
|
$30,913
|
|
|
|
$250
|
|
|
|
$216
|
|
|
|
$30,947
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Taxable interest
|
|
$830
|
|
|
|
$743
|
|
|
|
$630
|
|
Tax-exempt interest
|
19
|
|
|
13
|
|
|
6
|
|
|||
Total interest on securities AFS 1
|
|
$849
|
|
|
|
$756
|
|
|
|
$636
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$315
|
|
|
|
$2,646
|
|
|
|
$1,316
|
|
|
|
$—
|
|
|
|
$4,277
|
|
Federal agency securities
|
112
|
|
|
29
|
|
|
8
|
|
|
72
|
|
|
221
|
|
|||||
U.S. states and political subdivisions
|
2
|
|
|
81
|
|
|
15
|
|
|
508
|
|
|
606
|
|
|||||
MBS - agency residential
|
1,558
|
|
|
3,684
|
|
|
15,962
|
|
|
1,957
|
|
|
23,161
|
|
|||||
MBS - agency commercial
|
1
|
|
|
495
|
|
|
1,885
|
|
|
307
|
|
|
2,688
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
931
|
|
|
—
|
|
|
943
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total securities AFS
|
|
$1,988
|
|
|
|
$6,961
|
|
|
|
$20,117
|
|
|
|
$2,844
|
|
|
|
$31,910
|
|
Fair Value:
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$312
|
|
|
|
$2,603
|
|
|
|
$1,296
|
|
|
|
$—
|
|
|
|
$4,211
|
|
Federal agency securities
|
113
|
|
|
29
|
|
|
8
|
|
|
71
|
|
|
221
|
|
|||||
U.S. states and political subdivisions
|
2
|
|
|
84
|
|
|
16
|
|
|
487
|
|
|
589
|
|
|||||
MBS - agency residential
|
1,607
|
|
|
3,655
|
|
|
15,682
|
|
|
1,920
|
|
|
22,864
|
|
|||||
MBS - agency commercial
|
1
|
|
|
483
|
|
|
1,845
|
|
|
298
|
|
|
2,627
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
12
|
|
|
904
|
|
|
—
|
|
|
916
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total securities AFS
|
|
$2,035
|
|
|
|
$6,880
|
|
|
|
$19,751
|
|
|
|
$2,776
|
|
|
|
$31,442
|
|
Weighted average yield 1
|
3.05
|
%
|
|
2.25
|
%
|
|
2.98
|
%
|
|
3.11
|
%
|
|
2.84
|
%
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value |
|
Unrealized 1
Losses |
|
Fair
Value |
|
Unrealized 1
Losses |
|
Fair
Value |
|
Unrealized 1
Losses |
||||||||||||
Temporarily impaired securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
$—
|
|
|
|
$—
|
|
|
|
$4,177
|
|
|
|
$66
|
|
|
|
$4,177
|
|
|
|
$66
|
|
Federal agency securities
|
—
|
|
|
—
|
|
|
63
|
|
|
2
|
|
|
63
|
|
|
2
|
|
||||||
U.S. states and political subdivisions
|
49
|
|
|
1
|
|
|
430
|
|
|
20
|
|
|
479
|
|
|
21
|
|
||||||
MBS - agency residential
|
1,229
|
|
|
5
|
|
|
15,384
|
|
|
420
|
|
|
16,613
|
|
|
425
|
|
||||||
MBS - agency commercial
|
68
|
|
|
—
|
|
|
1,986
|
|
|
69
|
|
|
2,054
|
|
|
69
|
|
||||||
MBS - non-agency commercial
|
106
|
|
|
1
|
|
|
773
|
|
|
26
|
|
|
879
|
|
|
27
|
|
||||||
Corporate and other debt securities
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||||
Total temporarily impaired securities AFS
|
1,452
|
|
|
7
|
|
|
22,822
|
|
|
603
|
|
|
24,274
|
|
|
610
|
|
||||||
OTTI securities AFS 2:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total OTTI securities AFS
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total impaired securities AFS
|
|
$1,452
|
|
|
|
$7
|
|
|
|
$22,822
|
|
|
|
$603
|
|
|
|
$24,274
|
|
|
|
$610
|
|
|
December 31, 2017 1
|
||||||||||||||||||||||
|
Less than twelve months
|
|
Twelve months or longer
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Fair
Value
|
|
Unrealized 2
Losses
|
|
Fair
Value
|
|
Unrealized 2
Losses
|
|
Fair
Value
|
|
Unrealized 2
Losses
|
||||||||||||
Temporarily impaired securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
$1,993
|
|
|
|
$12
|
|
|
|
$841
|
|
|
|
$20
|
|
|
|
$2,834
|
|
|
|
$32
|
|
Federal agency securities
|
23
|
|
|
—
|
|
|
60
|
|
|
1
|
|
|
83
|
|
|
1
|
|
||||||
U.S. states and political subdivisions
|
267
|
|
|
3
|
|
|
114
|
|
|
5
|
|
|
381
|
|
|
8
|
|
||||||
MBS - agency residential
|
8,095
|
|
|
38
|
|
|
4,708
|
|
|
96
|
|
|
12,803
|
|
|
134
|
|
||||||
MBS - agency commercial
|
887
|
|
|
9
|
|
|
915
|
|
|
29
|
|
|
1,802
|
|
|
38
|
|
||||||
MBS - non-agency commercial
|
134
|
|
|
1
|
|
|
93
|
|
|
2
|
|
|
227
|
|
|
3
|
|
||||||
ABS
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||||
Corporate and other debt securities
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||||
Total temporarily impaired securities AFS
|
11,409
|
|
|
63
|
|
|
6,735
|
|
|
153
|
|
|
18,144
|
|
|
216
|
|
||||||
OTTI securities AFS 3:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ABS
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total OTTI securities AFS
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Total impaired securities AFS
|
|
$11,409
|
|
|
|
$63
|
|
|
|
$6,736
|
|
|
|
$153
|
|
|
|
$18,145
|
|
|
|
$216
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Gross realized gains
|
|
$9
|
|
|
|
$3
|
|
|
|
$4
|
|
Gross realized losses
|
(8
|
)
|
|
(110
|
)
|
|
—
|
|
|||
OTTI credit losses recognized in earnings
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net securities gains/(losses)
|
|
$1
|
|
|
|
($108
|
)
|
|
|
$4
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Commercial loans:
|
|
|
|
||||
C&I 1
|
|
$71,137
|
|
|
|
$66,356
|
|
CRE
|
7,265
|
|
|
5,317
|
|
||
Commercial construction
|
2,538
|
|
|
3,804
|
|
||
Total commercial LHFI
|
80,940
|
|
|
75,477
|
|
||
Consumer loans:
|
|
|
|
||||
Residential mortgages - guaranteed
|
459
|
|
|
560
|
|
||
Residential mortgages - nonguaranteed 2
|
28,836
|
|
|
27,136
|
|
||
Residential home equity products
|
9,468
|
|
|
10,626
|
|
||
Residential construction
|
184
|
|
|
298
|
|
||
Guaranteed student
|
7,229
|
|
|
6,633
|
|
||
Other direct
|
10,615
|
|
|
8,729
|
|
||
Indirect
|
12,419
|
|
|
12,140
|
|
||
Credit cards
|
1,689
|
|
|
1,582
|
|
||
Total consumer LHFI
|
70,899
|
|
|
67,704
|
|
||
LHFI
|
|
$151,839
|
|
|
|
$143,181
|
|
LHFS 3
|
|
$1,468
|
|
|
|
$2,290
|
|
|
Year Ended December 31
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Non-routine purchases of LHFI: 1
|
|
|
|
||||
Consumer loans
|
|
$101
|
|
|
|
$233
|
|
Routine purchases of LHFI: 2
|
|
|
|
||||
Consumer loans
|
2,122
|
|
|
1,729
|
|
||
Loan sales: 3, 4
|
|
|
|
||||
Commercial loans
|
170
|
|
|
703
|
|
||
Consumer loans
|
99
|
|
|
2
|
|
||
Transfers of loans from:
|
|
|
|
||||
LHFI to LHFS
|
532
|
|
|
288
|
|
||
LHFS to LHFI
|
28
|
|
|
19
|
|
||
LHFI to OREO
|
62
|
|
|
57
|
|
|
Commercial Loans
|
||||||||||||||||||||||
|
C&I
|
|
CRE
|
|
Commercial Construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Risk rating:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass
|
|
$69,095
|
|
|
|
$64,546
|
|
|
|
$7,165
|
|
|
|
$5,126
|
|
|
|
$2,459
|
|
|
|
$3,770
|
|
Criticized accruing
|
1,885
|
|
|
1,595
|
|
|
98
|
|
|
167
|
|
|
79
|
|
|
33
|
|
||||||
Criticized nonaccruing
|
157
|
|
|
215
|
|
|
2
|
|
|
24
|
|
|
—
|
|
|
1
|
|
||||||
Total
|
|
$71,137
|
|
|
|
$66,356
|
|
|
|
$7,265
|
|
|
|
$5,317
|
|
|
|
$2,538
|
|
|
|
$3,804
|
|
|
Consumer Loans 1
|
||||||||||||||||||||||
|
Residential Mortgages -
Nonguaranteed
|
|
Residential Home Equity Products
|
|
Residential Construction
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$25,764
|
|
|
|
$23,602
|
|
|
|
$8,060
|
|
|
|
$8,946
|
|
|
|
$151
|
|
|
|
$240
|
|
620 - 699
|
2,367
|
|
|
2,721
|
|
|
1,015
|
|
|
1,242
|
|
|
27
|
|
|
50
|
|
||||||
Below 620 2
|
705
|
|
|
813
|
|
|
393
|
|
|
438
|
|
|
6
|
|
|
8
|
|
||||||
Total
|
|
$28,836
|
|
|
|
$27,136
|
|
|
|
$9,468
|
|
|
|
$10,626
|
|
|
|
$184
|
|
|
|
$298
|
|
|
Other Direct
|
|
Indirect
|
|
Credit Cards
|
||||||||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
Current FICO score range:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
700 and above
|
|
$9,642
|
|
|
|
$7,929
|
|
|
|
$9,315
|
|
|
|
$9,094
|
|
|
|
$1,142
|
|
|
|
$1,088
|
|
620 - 699
|
935
|
|
|
757
|
|
|
2,395
|
|
|
2,344
|
|
|
420
|
|
|
395
|
|
||||||
Below 620 2
|
38
|
|
|
43
|
|
|
709
|
|
|
702
|
|
|
127
|
|
|
99
|
|
||||||
Total
|
|
$10,615
|
|
|
|
$8,729
|
|
|
|
$12,419
|
|
|
|
$12,140
|
|
|
|
$1,689
|
|
|
|
$1,582
|
|
|
December 31, 2018
|
||||||||||||||||||
|
Accruing
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Current
|
|
30-89 Days
Past Due
|
|
90+ Days
Past Due
|
|
Nonaccruing 1
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$70,901
|
|
|
|
$64
|
|
|
|
$15
|
|
|
|
$157
|
|
|
|
$71,137
|
|
CRE
|
7,259
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
7,265
|
|
|||||
Commercial construction
|
2,538
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,538
|
|
|||||
Total commercial LHFI
|
80,698
|
|
|
67
|
|
|
16
|
|
|
159
|
|
|
80,940
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
125
|
|
|
39
|
|
|
295
|
|
|
—
|
|
3
|
459
|
|
|||||
Residential mortgages - nonguaranteed 2
|
28,552
|
|
|
70
|
|
|
10
|
|
|
204
|
|
|
28,836
|
|
|||||
Residential home equity products
|
9,268
|
|
|
62
|
|
|
—
|
|
|
138
|
|
|
9,468
|
|
|||||
Residential construction
|
170
|
|
|
3
|
|
|
—
|
|
|
11
|
|
|
184
|
|
|||||
Guaranteed student
|
5,236
|
|
|
685
|
|
|
1,308
|
|
|
—
|
|
3
|
7,229
|
|
|||||
Other direct
|
10,559
|
|
|
45
|
|
|
4
|
|
|
7
|
|
|
10,615
|
|
|||||
Indirect
|
12,286
|
|
|
125
|
|
|
1
|
|
|
7
|
|
|
12,419
|
|
|||||
Credit cards
|
1,654
|
|
|
17
|
|
|
18
|
|
|
—
|
|
|
1,689
|
|
|||||
Total consumer LHFI
|
67,850
|
|
|
1,046
|
|
|
1,636
|
|
|
367
|
|
|
70,899
|
|
|||||
Total LHFI
|
|
$148,548
|
|
|
|
$1,113
|
|
|
|
$1,652
|
|
|
|
$526
|
|
|
|
$151,839
|
|
|
December 31, 2017
|
||||||||||||||||||
|
Accruing
|
|
|
|
|
||||||||||||||
(Dollars in millions)
|
Current
|
|
30-89 Days
Past Due
|
|
90+ Days
Past Due
|
|
Nonaccruing 1
|
|
Total
|
||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
C&I
|
|
$66,092
|
|
|
|
$42
|
|
|
|
$7
|
|
|
|
$215
|
|
|
|
$66,356
|
|
CRE
|
5,293
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
5,317
|
|
|||||
Commercial construction
|
3,803
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
3,804
|
|
|||||
Total commercial LHFI
|
75,188
|
|
|
42
|
|
|
7
|
|
|
240
|
|
|
75,477
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages - guaranteed
|
159
|
|
|
55
|
|
|
346
|
|
|
—
|
|
3
|
560
|
|
|||||
Residential mortgages - nonguaranteed 2
|
26,778
|
|
|
148
|
|
|
4
|
|
|
206
|
|
|
27,136
|
|
|||||
Residential home equity products
|
10,348
|
|
|
75
|
|
|
—
|
|
|
203
|
|
|
10,626
|
|
|||||
Residential construction
|
280
|
|
|
7
|
|
|
—
|
|
|
11
|
|
|
298
|
|
|||||
Guaranteed student
|
4,946
|
|
|
659
|
|
|
1,028
|
|
|
—
|
|
3
|
6,633
|
|
|||||
Other direct
|
8,679
|
|
|
36
|
|
|
7
|
|
|
7
|
|
|
8,729
|
|
|||||
Indirect
|
12,022
|
|
|
111
|
|
|
—
|
|
|
7
|
|
|
12,140
|
|
|||||
Credit cards
|
1,556
|
|
|
13
|
|
|
13
|
|
|
—
|
|
|
1,582
|
|
|||||
Total consumer LHFI
|
64,768
|
|
|
1,104
|
|
|
1,398
|
|
|
434
|
|
|
67,704
|
|
|||||
Total LHFI
|
|
$139,956
|
|
|
|
$1,146
|
|
|
|
$1,405
|
|
|
|
$674
|
|
|
|
$143,181
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(Dollars in millions)
|
Unpaid
Principal
Balance
|
|
Carrying 1
Value
|
|
Related
ALLL
|
|
Unpaid
Principal
Balance
|
|
Carrying 1
Value
|
|
Related
ALLL
|
||||||||||||
Impaired LHFI with no ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
|
$132
|
|
|
|
$79
|
|
|
|
$—
|
|
|
|
$38
|
|
|
|
$35
|
|
|
|
$—
|
|
CRE
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial LHFI with no ALLL recorded
|
142
|
|
|
79
|
|
|
—
|
|
|
38
|
|
|
35
|
|
|
—
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
501
|
|
|
397
|
|
|
—
|
|
|
458
|
|
|
363
|
|
|
—
|
|
||||||
Residential construction
|
12
|
|
|
7
|
|
|
—
|
|
|
15
|
|
|
9
|
|
|
—
|
|
||||||
Total consumer LHFI with no ALLL recorded
|
513
|
|
|
404
|
|
|
—
|
|
|
473
|
|
|
372
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired LHFI with an ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
81
|
|
|
70
|
|
|
13
|
|
|
127
|
|
|
117
|
|
|
19
|
|
||||||
CRE
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
21
|
|
|
2
|
|
||||||
Total commercial LHFI with an ALLL recorded
|
81
|
|
|
70
|
|
|
13
|
|
|
148
|
|
|
138
|
|
|
21
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
1,006
|
|
|
984
|
|
|
96
|
|
|
1,133
|
|
|
1,103
|
|
|
113
|
|
||||||
Residential home equity products
|
849
|
|
|
799
|
|
|
44
|
|
|
953
|
|
|
895
|
|
|
54
|
|
||||||
Residential construction
|
79
|
|
|
76
|
|
|
6
|
|
|
93
|
|
|
90
|
|
|
7
|
|
||||||
Other direct
|
57
|
|
|
57
|
|
|
1
|
|
|
59
|
|
|
59
|
|
|
1
|
|
||||||
Indirect
|
133
|
|
|
133
|
|
|
5
|
|
|
123
|
|
|
122
|
|
|
7
|
|
||||||
Credit cards
|
30
|
|
|
9
|
|
|
2
|
|
|
26
|
|
|
7
|
|
|
1
|
|
||||||
Total consumer LHFI with an ALLL recorded
|
2,154
|
|
|
2,058
|
|
|
154
|
|
|
2,387
|
|
|
2,276
|
|
|
183
|
|
||||||
Total impaired LHFI
|
|
$2,890
|
|
|
|
$2,611
|
|
|
|
$167
|
|
|
|
$3,046
|
|
|
|
$2,821
|
|
|
|
$204
|
|
|
Year Ended December 31
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
(Dollars in millions)
|
Average
Carrying
Value
|
|
Interest 1
Income
Recognized
|
|
Average
Carrying
Value
|
|
Interest 1
Income
Recognized
|
|
Average
Carrying
Value
|
|
Interest 1
Income Recognized |
||||||||||||
Impaired LHFI with no ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
|
$121
|
|
|
|
$7
|
|
|
|
$34
|
|
|
|
$1
|
|
|
|
$169
|
|
|
|
$3
|
|
CRE
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total commercial LHFI with no ALLL recorded
|
160
|
|
|
7
|
|
|
34
|
|
|
1
|
|
|
169
|
|
|
3
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
404
|
|
|
19
|
|
|
357
|
|
|
15
|
|
|
370
|
|
|
16
|
|
||||||
Residential construction
|
8
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||||
Total consumer LHFI with no ALLL recorded
|
412
|
|
|
20
|
|
|
365
|
|
|
15
|
|
|
378
|
|
|
16
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Impaired LHFI with an ALLL recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
C&I
|
71
|
|
|
1
|
|
|
112
|
|
|
2
|
|
|
170
|
|
|
1
|
|
||||||
CRE
|
—
|
|
|
—
|
|
|
22
|
|
|
1
|
|
|
25
|
|
|
1
|
|
||||||
Total commercial LHFI with an ALLL recorded
|
71
|
|
|
1
|
|
|
134
|
|
|
3
|
|
|
195
|
|
|
2
|
|
||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgages - nonguaranteed
|
993
|
|
|
48
|
|
|
1,123
|
|
|
58
|
|
|
1,251
|
|
|
64
|
|
||||||
Residential home equity products
|
816
|
|
|
36
|
|
|
914
|
|
|
32
|
|
|
812
|
|
|
29
|
|
||||||
Residential construction
|
78
|
|
|
3
|
|
|
94
|
|
|
5
|
|
|
110
|
|
|
6
|
|
||||||
Other direct
|
58
|
|
|
4
|
|
|
60
|
|
|
4
|
|
|
10
|
|
|
1
|
|
||||||
Indirect
|
147
|
|
|
7
|
|
|
136
|
|
|
6
|
|
|
114
|
|
|
6
|
|
||||||
Credit cards
|
8
|
|
|
1
|
|
|
6
|
|
|
1
|
|
|
6
|
|
|
1
|
|
||||||
Total consumer LHFI with an ALLL recorded
|
2,100
|
|
|
99
|
|
|
2,333
|
|
|
106
|
|
|
2,303
|
|
|
107
|
|
||||||
Total impaired LHFI
|
|
$2,743
|
|
|
|
$127
|
|
|
|
$2,866
|
|
|
|
$125
|
|
|
|
$3,045
|
|
|
|
$128
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
NPAs:
|
|
|
|
||||
Commercial NPLs:
|
|
|
|
||||
C&I
|
|
$157
|
|
|
|
$215
|
|
CRE
|
2
|
|
|
24
|
|
||
Commercial construction
|
—
|
|
|
1
|
|
||
Consumer NPLs:
|
|
|
|
||||
Residential mortgages - nonguaranteed
|
204
|
|
|
206
|
|
||
Residential home equity products
|
138
|
|
|
203
|
|
||
Residential construction
|
11
|
|
|
11
|
|
||
Other direct
|
7
|
|
|
7
|
|
||
Indirect
|
7
|
|
|
7
|
|
||
Total nonaccrual loans/NPLs 1
|
526
|
|
|
674
|
|
||
OREO 2
|
54
|
|
|
57
|
|
||
Other repossessed assets
|
9
|
|
|
10
|
|
||
Total NPAs
|
|
$589
|
|
|
|
$741
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Interest only mortgages with MI or with combined original LTV ≤ 80% 1
|
|
$464
|
|
|
|
$569
|
|
Interest only mortgages with no MI and with combined original LTV > 80% 1
|
28
|
|
|
77
|
|
||
Total interest only mortgages 1
|
492
|
|
|
646
|
|
||
Amortizing mortgages with combined original LTV > 80% and/or second liens 2
|
10,922
|
|
|
10,197
|
|
||
Total mortgages with potential concentration of credit risk
|
|
$11,414
|
|
|
|
$10,843
|
|
|
Year Ended December 31, 2018
|
||||||||||
(Dollars in millions)
|
Commercial
|
|
Consumer
|
|
Total
|
||||||
ALLL, beginning of period
|
|
$1,101
|
|
|
|
$634
|
|
|
|
$1,735
|
|
Provision for loan losses
|
86
|
|
|
132
|
|
|
218
|
|
|||
Loan charge-offs
|
(131
|
)
|
|
(322
|
)
|
|
(453
|
)
|
|||
Loan recoveries
|
24
|
|
|
91
|
|
|
115
|
|
|||
ALLL, end of period
|
1,080
|
|
|
535
|
|
|
1,615
|
|
|||
|
|
|
|
|
|
||||||
Unfunded commitments reserve, beginning of period 1
|
79
|
|
|
—
|
|
|
79
|
|
|||
Benefit for unfunded commitments
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Unfunded commitments reserve, end of period 1
|
69
|
|
|
—
|
|
|
69
|
|
|||
|
|
|
|
|
|
||||||
Allowance for credit losses, end of period
|
|
$1,149
|
|
|
|
$535
|
|
|
|
$1,684
|
|
|
Year Ended December 31, 2017
|
||||||||||
(Dollars in millions)
|
Commercial
|
|
Consumer
|
|
Total
|
||||||
ALLL, beginning of period
|
|
$1,124
|
|
|
|
$585
|
|
|
|
$1,709
|
|
Provision for loan losses
|
108
|
|
|
289
|
|
|
397
|
|
|||
Loan charge-offs
|
(167
|
)
|
|
(324
|
)
|
|
(491
|
)
|
|||
Loan recoveries
|
40
|
|
|
84
|
|
|
124
|
|
|||
Other 1
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||
ALLL, end of period
|
1,101
|
|
|
634
|
|
|
1,735
|
|
|||
|
|
|
|
|
|
||||||
Unfunded commitments reserve, beginning of period 2
|
67
|
|
|
—
|
|
|
67
|
|
|||
Provision for unfunded commitments
|
12
|
|
|
—
|
|
|
12
|
|
|||
Unfunded commitments reserve, end of period 2
|
79
|
|
|
—
|
|
|
79
|
|
|||
|
|
|
|
|
|
||||||
Allowance for credit losses, end of period
|
|
$1,180
|
|
|
|
$634
|
|
|
|
$1,814
|
|
|
Year Ended December 31, 2016
|
||||||||||
(Dollars in millions)
|
Commercial
|
|
Consumer
|
|
Total
|
||||||
ALLL, beginning of period
|
|
$1,047
|
|
|
|
$705
|
|
|
|
$1,752
|
|
Provision for loan losses
|
329
|
|
|
111
|
|
|
440
|
|
|||
Loan charge-offs
|
(287
|
)
|
|
(304
|
)
|
|
(591
|
)
|
|||
Loan recoveries
|
35
|
|
|
73
|
|
|
108
|
|
|||
ALLL, end of period
|
1,124
|
|
|
585
|
|
|
1,709
|
|
|||
|
|
|
|
|
|
||||||
Unfunded commitments reserve, beginning of period 1
|
63
|
|
|
—
|
|
|
63
|
|
|||
Provision for unfunded commitments
|
4
|
|
|
—
|
|
|
4
|
|
|||
Unfunded commitments reserve, end of period 1
|
67
|
|
|
—
|
|
|
67
|
|
|||
|
|
|
|
|
|
||||||
Allowance for credit losses, end of period
|
|
$1,191
|
|
|
|
$585
|
|
|
|
$1,776
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Commercial Loans
|
|
Consumer Loans
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Carrying
Value
|
|
Related
ALLL
|
|
Carrying
Value
|
|
Related
ALLL |
|
Carrying
Value
|
|
Related
ALLL |
||||||||||||
LHFI evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated
|
|
$149
|
|
|
|
$13
|
|
|
|
$2,462
|
|
|
|
$154
|
|
|
|
$2,611
|
|
|
|
$167
|
|
Collectively evaluated
|
80,791
|
|
|
1,067
|
|
|
68,274
|
|
|
381
|
|
|
149,065
|
|
|
1,448
|
|
||||||
Total evaluated
|
80,940
|
|
|
1,080
|
|
|
70,736
|
|
|
535
|
|
|
151,676
|
|
|
1,615
|
|
||||||
LHFI measured at fair value
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|
—
|
|
||||||
Total LHFI
|
|
$80,940
|
|
|
|
$1,080
|
|
|
|
$70,899
|
|
|
|
$535
|
|
|
|
$151,839
|
|
|
|
$1,615
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Commercial Loans
|
|
Consumer Loans
|
|
Total
|
||||||||||||||||||
(Dollars in millions)
|
Carrying
Value |
|
Related
ALLL
|
|
Carrying
Value |
|
Related
ALLL |
|
Carrying
Value |
|
Related
ALLL |
||||||||||||
LHFI evaluated for impairment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Individually evaluated
|
|
$173
|
|
|
|
$21
|
|
|
|
$2,648
|
|
|
|
$183
|
|
|
|
$2,821
|
|
|
|
$204
|
|
Collectively evaluated
|
75,304
|
|
|
1,080
|
|
|
64,860
|
|
|
451
|
|
|
140,164
|
|
|
1,531
|
|
||||||
Total evaluated
|
75,477
|
|
|
1,101
|
|
|
67,508
|
|
|
634
|
|
|
142,985
|
|
|
1,735
|
|
||||||
LHFI measured at fair value
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|
—
|
|
||||||
Total LHFI
|
|
$75,477
|
|
|
|
$1,101
|
|
|
|
$67,704
|
|
|
|
$634
|
|
|
|
$143,181
|
|
|
|
$1,735
|
|
(Dollars in millions)
|
Useful Life (in years)
|
|
2018
|
|
2017
|
||||
Land
|
Indefinite
|
|
|
$310
|
|
|
|
$321
|
|
Buildings and improvements
|
1 - 50
|
|
1,059
|
|
|
1,047
|
|
||
Leasehold improvements
|
1 - 30
|
|
758
|
|
|
691
|
|
||
Furniture and equipment
|
1 - 20
|
|
1,429
|
|
|
1,430
|
|
||
Software 1
|
1 - 5
|
|
1,890
|
|
|
1,671
|
|
||
Construction and software in progress
|
|
351
|
|
|
488
|
|
|||
Total premises, property, and equipment
|
|
5,797
|
|
|
5,648
|
|
|||
Less: Accumulated depreciation and amortization
|
3,773
|
|
|
3,595
|
|
||||
Premises, property, and equipment, net
|
|
|
$2,024
|
|
|
|
$2,053
|
|
1
|
Beginning October 1, 2018, the Company reclassified capitalized software and related accumulated amortization previously presented in Other assets to Premises, property, and equipment, net, on the Consolidated Balance Sheets. Prior periods have been revised to conform to the current presentation for comparability.
|
(Dollars in millions)
|
Operating Leases
|
||
2019
|
|
$204
|
|
2020
|
195
|
|
|
2021
|
186
|
|
|
2022
|
171
|
|
|
2023
|
148
|
|
|
Thereafter
|
585
|
|
|
Total minimum lease payments
|
|
$1,489
|
|
(Dollars in millions)
|
Consumer
|
|
Wholesale
|
|
Total
|
||||||
Balance, January 1, 2018
|
|
$4,262
|
|
|
|
$2,069
|
|
|
|
$6,331
|
|
Reallocation related to intersegment transfer of business banking clients
|
128
|
|
|
(128
|
)
|
|
—
|
|
|||
Balance, December 31, 2018
|
|
$4,390
|
|
|
|
$1,941
|
|
|
|
$6,331
|
|
|
|
|
|
|
|
||||||
Balance, January 1, 2017
|
|
$4,262
|
|
|
|
$2,075
|
|
|
|
$6,337
|
|
Measurement period adjustment related to the acquisition of Pillar
|
—
|
|
|
1
|
|
|
1
|
|
|||
Sale of PAC
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Balance, December 31, 2017
|
|
$4,262
|
|
|
|
$2,069
|
|
|
|
$6,331
|
|
(Dollars in millions)
|
Residential MSRs - Fair Value
|
|
Commercial Mortgage Servicing Rights and Other
|
|
Total
|
||||||
Balance, January 1, 2018
|
|
$1,710
|
|
|
|
$81
|
|
|
|
$1,791
|
|
Amortization 1
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|||
Servicing rights originated
|
336
|
|
|
16
|
|
|
352
|
|
|||
Servicing rights purchased
|
89
|
|
|
—
|
|
|
89
|
|
|||
Changes in fair value:
|
|
|
|
|
|
||||||
Due to changes in inputs and assumptions 2
|
90
|
|
|
—
|
|
|
90
|
|
|||
Other changes in fair value 3
|
(239
|
)
|
|
—
|
|
|
(239
|
)
|
|||
Servicing rights sold
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Balance, December 31, 2018
|
|
$1,983
|
|
|
|
$79
|
|
|
|
$2,062
|
|
|
|
|
|
|
|
||||||
Balance, January 1, 2017
|
|
$1,572
|
|
|
|
$85
|
|
|
|
$1,657
|
|
Amortization 1
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||
Servicing rights originated
|
394
|
|
|
17
|
|
|
411
|
|
|||
Changes in fair value:
|
|
|
|
|
|
|
|||||
Due to changes in inputs and assumptions 2
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||
Other changes in fair value 3
|
(226
|
)
|
|
—
|
|
|
(226
|
)
|
|||
Servicing rights sold
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Other 4
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance, December 31, 2017
|
|
$1,710
|
|
|
|
$81
|
|
|
|
$1,791
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
(Dollars in millions)
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Amortized other intangible assets 1:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial mortgage servicing rights
|
|
$95
|
|
|
|
($29
|
)
|
|
|
$66
|
|
|
|
$79
|
|
|
|
($14
|
)
|
|
|
$65
|
|
Other
|
6
|
|
|
(5
|
)
|
|
1
|
|
|
32
|
|
|
(28
|
)
|
|
4
|
|
||||||
Unamortized other intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential MSRs
|
1,983
|
|
|
—
|
|
|
1,983
|
|
|
1,710
|
|
|
—
|
|
|
1,710
|
|
||||||
Other
|
12
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Total other intangible assets
|
|
$2,096
|
|
|
|
($34
|
)
|
|
|
$2,062
|
|
|
|
$1,833
|
|
|
|
($42
|
)
|
|
|
$1,791
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income from residential MSRs 1
|
|
$437
|
|
|
|
$403
|
|
|
|
$366
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
UPB of loans underlying residential MSRs
|
|
$140,801
|
|
|
|
$136,071
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Fair value of residential MSRs
|
|
$1,983
|
|
|
|
$1,710
|
|
Prepayment rate assumption (annual)
|
13
|
%
|
|
13
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$96
|
|
|
|
$85
|
|
Decline in fair value from 20% adverse change
|
183
|
|
|
160
|
|
||
Option adjusted spread (annual)
|
2
|
%
|
|
4
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$44
|
|
|
|
$47
|
|
Decline in fair value from 20% adverse change
|
86
|
|
|
90
|
|
||
Weighted-average life (in years)
|
5.5
|
|
|
5.4
|
|
||
Weighted-average coupon
|
4.0
|
%
|
|
3.9
|
%
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income from commercial mortgage servicing rights 1
|
|
$26
|
|
|
|
$22
|
|
|
|
$1
|
|
Income from subservicing third party commercial mortgages 1
|
13
|
|
|
14
|
|
|
1
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
UPB of commercial mortgages subserviced for third parties
|
|
$28,140
|
|
|
|
$24,294
|
|
UPB of loans underlying commercial mortgage servicing rights
|
6,399
|
|
|
5,760
|
|
||
Total UPB of commercial mortgages serviced for third parties
|
|
$34,539
|
|
|
|
$30,054
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Fair value of commercial mortgage servicing rights
|
|
$77
|
|
|
|
$75
|
|
Discount rate (annual)
|
12
|
%
|
|
12
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$3
|
|
|
|
$3
|
|
Decline in fair value from 20% adverse change
|
6
|
|
|
6
|
|
||
Prepayment rate assumption (annual)
|
5
|
%
|
|
7
|
%
|
||
Decline in fair value from 10% adverse change
|
|
$1
|
|
|
|
$1
|
|
Decline in fair value from 20% adverse change
|
2
|
|
|
2
|
|
||
Weighted-average life (in years)
|
8.1
|
|
|
7.0
|
|
||
Float earnings rate (annual)
|
1.1
|
%
|
|
1.1
|
%
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Equity securities 1:
|
|
|
|
||||
Marketable equity securities 2:
|
|
|
|
||||
Mutual fund investments
|
|
$79
|
|
|
|
$49
|
|
Other equity 3
|
16
|
|
|
7
|
|
||
Nonmarketable equity securities:
|
|
|
|
||||
Federal Reserve Bank stock 2
|
403
|
|
|
403
|
|
||
FHLB stock 2
|
227
|
|
|
15
|
|
||
Other equity 3
|
68
|
|
|
26
|
|
||
Lease assets
|
1,940
|
|
|
1,528
|
|
||
Tax credit investments 4
|
1,722
|
|
|
1,272
|
|
||
Bank-owned life insurance
|
1,627
|
|
|
1,411
|
|
||
Accrued income
|
1,106
|
|
|
880
|
|
||
Accounts receivable
|
602
|
|
|
2,201
|
|
||
Pension assets, net
|
484
|
|
|
464
|
|
||
Prepaid expenses
|
231
|
|
|
319
|
|
||
OREO
|
54
|
|
|
57
|
|
||
Other 5
|
432
|
|
|
467
|
|
||
Total other assets
|
|
$8,991
|
|
|
|
$9,099
|
|
(Dollars in millions)
|
Year Ended December 31, 2018
|
||
Net (losses)/gains from marketable equity securities 1
|
|
($2
|
)
|
Net gains/(losses) from nonmarketable equity securities:
|
|
||
Remeasurement losses and impairment
|
—
|
|
|
Remeasurement gains 1
|
30
|
|
|
Less: Net realized gains from sale
|
—
|
|
|
Total net unrealized gains from non-trading equity securities
|
|
$28
|
|
|
Portfolio Balance
|
|
Past Due and Nonaccrual
|
|
Net Charge-offs
|
|
||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
|
Year Ended December 31
|
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
|||||||||||||||||||
LHFI portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
|
$80,940
|
|
|
|
$75,477
|
|
|
|
$175
|
|
|
|
$247
|
|
|
|
$107
|
|
|
|
$127
|
|
|
Consumer
|
70,899
|
|
|
67,704
|
|
|
2,003
|
|
|
1,832
|
|
|
231
|
|
|
240
|
|
|
||||||
Total LHFI portfolio
|
151,839
|
|
|
143,181
|
|
|
2,178
|
|
|
2,079
|
|
|
338
|
|
|
367
|
|
|
||||||
Managed securitized loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial 1
|
6,399
|
|
|
5,760
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Consumer
|
139,809
|
|
|
134,160
|
|
|
146
|
|
|
171
|
|
|
5
|
|
2
|
8
|
|
2
|
||||||
Total managed securitized loans
|
146,208
|
|
|
139,920
|
|
|
146
|
|
|
171
|
|
|
5
|
|
|
8
|
|
|
||||||
Managed unsecuritized loans 3
|
1,134
|
|
|
2,200
|
|
|
152
|
|
|
340
|
|
|
—
|
|
|
—
|
|
|
||||||
Total managed loans
|
|
$299,181
|
|
|
|
$285,301
|
|
|
|
$2,476
|
|
|
|
$2,590
|
|
|
|
$343
|
|
|
|
$375
|
|
|
|
Community Development Investments
|
|
Renewable Energy Partnerships
|
||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Carrying value of investments 1
|
|
$1,636
|
|
|
|
$1,272
|
|
|
|
$86
|
|
|
|
$—
|
|
Maximum exposure to loss related to investments 2
|
2,207
|
|
|
1,905
|
|
|
138
|
|
|
—
|
|
1
|
At December 31, 2018 and 2017, the carrying value of community development investments excludes $68 million and $59 million of investments in funds that do not qualify for tax credits, respectively.
|
2
|
At December 31, 2018 and 2017, the Company's maximum exposure to loss related to community development investments includes $422 million and $354 million of loans and $639 million and $627 million of unfunded equity commitments, respectively. At December 31, 2018, the Company's maximum exposure to loss related to renewable energy partnerships includes $52 million of unfunded equity commitments.
|
|
Tax Credits
|
|
Amortization
|
||||||||||||||||||||
|
Year Ended December 31
|
|
Year Ended December 31
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Qualified affordable housing partnerships
|
|
$121
|
|
|
|
$108
|
|
|
|
$92
|
|
|
|
$127
|
|
|
|
$109
|
|
|
|
$87
|
|
Other community development investments
|
89
|
|
|
90
|
|
|
64
|
|
|
71
|
|
|
70
|
|
|
46
|
|
|
2018
|
|
2017
|
||||||||||
(Dollars in millions)
|
Balance
|
|
Interest Rate
|
|
Balance
|
|
Interest Rate
|
||||||
Funds purchased
|
|
$2,141
|
|
|
2.40
|
%
|
|
|
$2,561
|
|
|
1.33
|
%
|
Securities sold under agreements to repurchase
|
1,774
|
|
|
2.58
|
|
|
1,503
|
|
|
1.39
|
|
||
Other short-term borrowings:
|
|
|
|
|
|
|
|
||||||
FHLB advances
|
4,000
|
|
|
2.53
|
|
|
—
|
|
|
|
|
||
Dealer collateral
|
503
|
|
|
2.40
|
|
|
367
|
|
|
1.33
|
|
||
Master notes
|
354
|
|
|
1.40
|
|
|
350
|
|
|
0.66
|
|
||
Total other short-term borrowings
|
4,857
|
|
|
2.44
|
|
|
717
|
|
|
1.00
|
|
||
Total short-term borrowings
|
|
$8,772
|
|
|
2.46
|
%
|
|
|
$4,781
|
|
|
1.30
|
%
|
|
2018
|
|
2017
|
||||||||
(Dollars in millions)
|
Maturity Date(s)
|
|
Interest Rate(s)
|
|
Balance
|
|
Balance
|
||||
Parent Company:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate
|
2019 - 2028
|
|
2.50% - 6.00%
|
|
|
$3,467
|
|
|
|
$3,353
|
|
Senior, floating rate
|
2019
|
|
2.69
|
|
51
|
|
|
51
|
|
||
Subordinated, fixed rate
|
2026
|
|
6.00
|
|
200
|
|
|
200
|
|
||
Junior subordinated, floating rate
|
2027 - 2028
|
|
3.29 - 3.44
|
|
627
|
|
|
628
|
|
||
Structured notes 1
|
2019 - 2026
|
|
|
|
200
|
|
|
242
|
|
||
Total
|
|
|
|
|
4,545
|
|
|
4,474
|
|
||
Less: Debt issuance costs
|
|
|
|
|
9
|
|
|
8
|
|
||
Total Parent Company debt
|
|
|
|
|
4,536
|
|
|
4,466
|
|
||
Subsidiaries 2:
|
|
|
|
|
|
|
|
||||
Senior, fixed rate 3
|
2019 - 2058
|
|
0.69 - 9.55
|
|
6,238
|
|
|
3,609
|
|
||
Senior, floating rate
|
2020 - 2043
|
|
1.04 - 3.15
|
|
1,085
|
|
|
512
|
|
||
Senior, fixed-to-floating rate
|
2021 - 2024
|
|
2.59 - 3.69
|
|
2,364
|
|
|
—
|
|
||
Subordinated, fixed rate
|
2020 - 2026
|
|
3.30 - 5.40
|
|
864
|
|
|
1,206
|
|
||
Total
|
|
|
|
|
10,551
|
|
|
5,327
|
|
||
Less: Debt issuance costs
|
|
|
|
|
15
|
|
|
8
|
|
||
Total subsidiaries debt
|
|
|
|
|
10,536
|
|
|
5,319
|
|
||
|
|
|
|
|
|
|
|
||||
Total long-term debt 4
|
|
|
|
|
|
$15,072
|
|
|
|
$9,785
|
|
(Dollars in millions)
|
Parent Company
|
|
Subsidiaries
|
||||
2019
|
|
$792
|
|
|
|
$1,026
|
|
2020
|
—
|
|
|
1,496
|
|
||
2021
|
1,039
|
|
|
1,652
|
|
||
2022
|
984
|
|
|
1,800
|
|
||
2023
|
12
|
|
|
1,095
|
|
||
Thereafter
|
1,718
|
|
|
3,482
|
|
||
Total maturities
|
4,545
|
|
|
10,551
|
|
||
Less: Debt issuance costs
|
9
|
|
|
15
|
|
||
Total long-term debt
|
|
$4,536
|
|
|
|
$10,536
|
|
2018 Debt Issuances
|
|
Principal Amount
(Dollars in millions)
|
||
Parent Company:
|
|
|
||
7-year fixed rate senior notes
|
|
|
$850
|
|
Subsidiaries:
|
|
|
||
3-year fixed-to-floating rate senior notes
|
|
750
|
|
|
3-year fixed-to-floating rate senior notes
|
|
600
|
|
|
7-year fixed rate senior notes
|
|
500
|
|
|
6-year fixed-to-floating rate senior notes
|
|
500
|
|
|
5-year fixed rate senior notes
|
|
500
|
|
|
4-year fixed-to-floating rate senior notes
|
|
500
|
|
|
4-year floating rate senior notes
|
|
300
|
|
|
3-year floating rate senior notes
|
|
300
|
|
|
Total
|
|
|
$4,800
|
|
|
Payments Due by Period at December 31, 2018
|
||||||||||||||||||||||||||
(Dollars in millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Unfunded lending commitments
|
|
$26,122
|
|
|
|
$8,670
|
|
|
|
$11,495
|
|
|
|
$14,678
|
|
|
|
$22,421
|
|
|
|
$12,538
|
|
|
|
$95,924
|
|
Consumer and other time deposits 1, 2
|
7,781
|
|
|
3,262
|
|
|
758
|
|
|
918
|
|
|
363
|
|
|
2,273
|
|
|
15,355
|
|
|||||||
Brokered time deposits 1
|
168
|
|
|
238
|
|
|
241
|
|
|
194
|
|
|
152
|
|
|
52
|
|
|
1,045
|
|
|||||||
Purchase obligations 3
|
249
|
|
|
234
|
|
|
63
|
|
|
64
|
|
|
58
|
|
|
244
|
|
|
912
|
|
|||||||
Commitments to fund tax credit investments 4
|
702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
702
|
|
|
Year Ended December 31
|
||||||||||
(Dollars and shares in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$2,775
|
|
|
|
$2,273
|
|
|
|
$1,878
|
|
Less:
|
|
|
|
|
|
||||||
Preferred stock dividends
|
(107
|
)
|
|
(94
|
)
|
|
(66
|
)
|
|||
Dividends and undistributed earnings allocated to unvested common share awards
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net income available to common shareholders
|
|
$2,668
|
|
|
|
$2,179
|
|
|
|
$1,811
|
|
|
|
|
|
|
|
||||||
Average common shares outstanding - basic
|
460.9
|
|
|
481.3
|
|
|
498.6
|
|
|||
Add dilutive securities:
|
|
|
|
|
|
||||||
RSUs
|
2.9
|
|
|
3.0
|
|
|
2.9
|
|
|||
Common stock warrants, options, and restricted stock
|
1.2
|
|
|
2.7
|
|
|
2.0
|
|
|||
Average common shares outstanding - diluted
|
465.0
|
|
|
487.0
|
|
|
503.5
|
|
|||
|
|
|
|
|
|
||||||
Net income per average common share - diluted
|
|
$5.74
|
|
|
|
$4.47
|
|
|
|
$3.60
|
|
Net income per average common share - basic
|
5.79
|
|
|
4.53
|
|
|
3.63
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Common stock:
|
|
|
|
|
|
||||||
Dividends declared
|
|
$826
|
|
|
|
$634
|
|
|
|
$498
|
|
Dividends declared per share
|
1.80
|
|
|
1.32
|
|
|
1.00
|
|
|||
Preferred stock:
|
|
|
|
|
|
||||||
Dividends declared
|
|
$107
|
|
|
|
$94
|
|
|
|
$66
|
|
Dividends declared per share:
|
|
|
|
|
|
||||||
Series A
|
4,056
|
|
|
4,056
|
|
|
4,067
|
|
|||
Series B
|
4,056
|
|
|
4,056
|
|
|
4,067
|
|
|||
Series E 1
|
1,469
|
|
|
5,875
|
|
|
5,875
|
|
|||
Series F
|
5,625
|
|
|
5,625
|
|
|
5,625
|
|
|||
Series G
|
5,050
|
|
|
3,128
|
|
|
—
|
|
|||
Series H
|
5,566
|
|
|
669
|
|
|
—
|
|
|
2018
|
|
2017
|
||||||||||
(Dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||||
SunTrust Banks, Inc.
|
|
|
|
|
|
|
|
||||||
CET1
|
|
$17,258
|
|
|
9.21
|
%
|
|
|
$17,141
|
|
|
9.74
|
%
|
Tier 1 capital
|
19,306
|
|
|
10.30
|
|
|
19,622
|
|
|
11.15
|
|
||
Total capital
|
22,517
|
|
|
12.02
|
|
|
23,028
|
|
|
13.09
|
|
||
Leverage
|
|
|
9.26
|
|
|
|
|
9.80
|
|
||||
|
|
|
|
|
|
|
|
||||||
SunTrust Bank
|
|
|
|
|
|
|
|
||||||
CET1
|
|
$20,137
|
|
|
11.01
|
%
|
|
|
$19,474
|
|
|
11.29
|
%
|
Tier 1 capital
|
20,160
|
|
|
11.02
|
|
|
19,496
|
|
|
11.31
|
|
||
Total capital
|
22,564
|
|
|
12.33
|
|
|
22,132
|
|
|
12.83
|
|
||
Leverage
|
|
|
9.95
|
|
|
|
|
9.97
|
|
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Series A
|
|
$172
|
|
|
|
$172
|
|
|
|
$172
|
|
Series B
|
103
|
|
|
103
|
|
|
103
|
|
|||
Series E 1
|
—
|
|
|
450
|
|
|
450
|
|
|||
Series F
|
500
|
|
|
500
|
|
|
500
|
|
|||
Series G
|
750
|
|
|
750
|
|
|
—
|
|
|||
Series H
|
500
|
|
|
500
|
|
|
—
|
|
|||
Total preferred stock
|
|
$2,025
|
|
|
|
$2,475
|
|
|
|
$1,225
|
|
Preferred 1
Stock
|
|
Issue Date
|
|
Number of Shares Authorized
|
|
Number of Shares Issued
|
|
Number of Shares Outstanding
|
|
Dividend Dates
|
|
Annual Per 2
Share Dividend Rate
|
|
Optional Redemption Date
|
|
Redemption Price Per Share
|
Series A
|
|
9/12/2006
|
|
5,000
|
|
5,000
|
|
1,725
|
|
Quarterly
beginning on December 15, 2006
|
|
Greater of 3-month LIBOR plus 0.53% per annum or 4.00%
|
|
9/15/2011
|
|
$100,000
|
Series B
|
|
12/15/2011
|
|
5,010
|
|
1,025
|
|
1,025
|
|
Quarterly beginning on March 15, 2012
|
|
Greater of 3-month LIBOR plus 0.645% per annum or 4.00%
|
|
12/15/2011
|
|
100,000
|
Series F
|
|
11/7/2014
|
|
5,000
|
|
5,000
|
|
5,000
|
|
Semi-annually beginning on
June 15, 2015 until December 15, 2019
|
|
5.625% until December 15, 2019
|
|
12/15/2019 3
|
|
100,000
|
|
Quarterly beginning on March 15, 2020
|
|
3-month LIBOR plus 3.86% per annum beginning on March 15, 2020
|
|
||||||||||||
Series G
|
|
5/2/2017
|
|
7,500
|
|
7,500
|
|
7,500
|
|
Semi-annually beginning on December 15, 2017 until June 15, 2022
|
|
5.05% until
June 15, 2022
|
|
6/15/2022 3
|
|
100,000
|
|
Quarterly
beginning on September 15, 2022
|
|
3-month LIBOR plus 3.102%
per annum beginning on September 15, 2022
|
|
||||||||||||
Series H
|
|
11/14/2017
|
|
5,000
|
|
5,000
|
|
5,000
|
|
Semi-annually beginning on
June 15, 2018 until December 15, 2027
|
|
5.125% until December 15, 2027
|
|
12/15/2027 3
|
|
100,000
|
|
Quarterly beginning on March 15, 2028
|
|
3-month LIBOR plus 2.786% per annum beginning on March 15, 2028
|
|
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Current income tax provision:
|
|
|
|
|
|
||||||
Federal
|
|
$562
|
|
|
|
$129
|
|
|
|
$667
|
|
State
|
73
|
|
|
59
|
|
|
27
|
|
|||
Total
|
635
|
|
|
188
|
|
|
694
|
|
|||
Deferred income tax (benefit)/provision:
|
|
|
|
|
|
||||||
Federal
|
(122
|
)
|
|
275
|
|
|
59
|
|
|||
State
|
35
|
|
|
69
|
|
|
52
|
|
|||
Total
|
(87
|
)
|
|
344
|
|
|
111
|
|
|||
Total provision for income taxes
|
|
$548
|
|
|
|
$532
|
|
|
|
$805
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(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
|
|
$698
|
|
|
21.0
|
%
|
|
|
$982
|
|
|
35.0
|
%
|
|
|
$939
|
|
|
35.0
|
%
|
Increase/(decrease) resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
State income taxes, net
|
85
|
|
|
2.6
|
|
|
92
|
|
|
3.3
|
|
|
59
|
|
|
2.2
|
|
|||
Tax-exempt interest
|
(67
|
)
|
|
(2.0
|
)
|
|
(90
|
)
|
|
(3.2
|
)
|
|
(86
|
)
|
|
(3.2
|
)
|
|||
Income tax credits, net of amortization 1
|
(106
|
)
|
|
(3.2
|
)
|
|
(117
|
)
|
|
(4.2
|
)
|
|
(86
|
)
|
|
(3.2
|
)
|
|||
Impact of the remeasurement of DTAs and DTLs
and other tax reform-related items
|
(55
|
)
|
|
(1.7
|
)
|
|
(303
|
)
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|||
Other 2
|
(7
|
)
|
|
(0.2
|
)
|
|
(32
|
)
|
|
(1.1
|
)
|
|
(21
|
)
|
|
(0.8
|
)
|
|||
Total provision for income taxes and effective tax rate
|
|
$548
|
|
|
16.5
|
%
|
|
|
$532
|
|
|
19.0
|
%
|
|
|
$805
|
|
|
30.0
|
%
|
1
|
Excludes income tax benefits of $84 million, $34 million, and $1 million for the years ended December 31, 2018, 2017, and 2016, respectively, related to tax credits, which were recognized as a reduction to the related investment asset.
|
2
|
Includes excess tax benefits of $22 million, $25 million, and $15 million for the years ended December 31, 2018, 2017, and 2016, respectively, related to the Company's adoption of ASU 2016-09.
|
(Dollars in millions)
|
2018
|
|
2017
|
||||
DTAs:
|
|
|
|
||||
ALLL
|
|
$376
|
|
|
|
$412
|
|
Net unrealized losses in AOCI
|
438
|
|
|
302
|
|
||
State NOLs and other carryforwards
|
111
|
|
|
227
|
|
||
Accruals and reserves
|
145
|
|
|
180
|
|
||
Other
|
21
|
|
|
17
|
|
||
Total gross DTAs
|
1,091
|
|
|
1,138
|
|
||
Valuation allowance
|
(85
|
)
|
|
(143
|
)
|
||
Total DTAs
|
1,006
|
|
|
995
|
|
||
DTLs:
|
|
|
|
||||
Leasing
|
475
|
|
|
459
|
|
||
Servicing rights
|
270
|
|
|
290
|
|
||
Employee compensation and benefits
|
140
|
|
|
210
|
|
||
Deferred income
|
29
|
|
|
193
|
|
||
Goodwill and other intangible assets
|
156
|
|
|
155
|
|
||
Premises, property, and equipment
|
149
|
|
|
111
|
|
||
Loans
|
96
|
|
|
104
|
|
||
Other
|
38
|
|
|
41
|
|
||
Total DTLs
|
1,353
|
|
|
1,563
|
|
||
Net DTL
|
|
($347
|
)
|
|
|
($568
|
)
|
(Dollars in millions)
|
2018
|
|
2017
|
||||
Balance at January 1
|
|
$141
|
|
|
|
$111
|
|
Increases in UTBs related to prior years
|
2
|
|
|
22
|
|
||
Decreases in UTBs related to prior years
|
(6
|
)
|
|
(5
|
)
|
||
Increases in UTBs related to the current year
|
20
|
|
|
13
|
|
||
Decreases in UTBs related to settlements
|
(2
|
)
|
|
—
|
|
||
Decreases in UTBs related to lapse of the applicable statutes of limitations
|
(10
|
)
|
|
—
|
|
||
Balance at December 31
|
|
$145
|
|
|
|
$141
|
|
|
Stock Options
|
|
Restricted Stock
|
|
RSUs
|
||||||||||||||||||||||
(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, 2018
|
1,659,305
|
|
|
$9.06 - 64.58
|
|
|
|
$35.33
|
|
|
8,744
|
|
|
|
$1
|
|
|
|
$57.19
|
|
|
4,153,719
|
|
|
|
$44.68
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
7,404
|
|
|
1
|
|
|
67.53
|
|
|
2,709,623
|
|
|
67.95
|
|
||||
Exercised/distributed
|
(774,704
|
)
|
|
9.06 - 64.58
|
|
|
46.72
|
|
|
(8,744
|
)
|
|
—
|
|
|
57.19
|
|
|
(1,808,091
|
)
|
|
42.84
|
|
||||
Cancelled/expired/forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(241,722
|
)
|
|
59.62
|
|
||||
Amortization of restricted stock compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, December 31, 2018
|
884,601
|
|
|
$21.67 - 32.27
|
|
|
|
$25.36
|
|
|
7,404
|
|
|
|
$1
|
|
|
|
$67.53
|
|
|
4,813,529
|
|
|
|
$56.63
|
|
Exercisable, December 31, 2018
|
884,601
|
|
|
|
|
|
$25.36
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Intrinsic value of options exercised 1
|
|
$17
|
|
|
|
$28
|
|
|
|
$43
|
|
Fair value of vested restricted shares 1
|
1
|
|
|
—
|
|
|
41
|
|
|||
Fair value of vested RSUs 1
|
77
|
|
|
62
|
|
|
74
|
|
|
Years Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
RSUs
|
|
$104
|
|
|
|
$83
|
|
|
|
$56
|
|
Phantom stock units 1
|
35
|
|
|
77
|
|
|
67
|
|
|||
Restricted stock
|
1
|
|
|
—
|
|
|
2
|
|
|||
Total stock-based compensation expense
|
|
$140
|
|
|
|
$160
|
|
|
|
$125
|
|
|
|
|
|
|
|
||||||
Stock-based compensation tax benefit 2
|
|
$34
|
|
|
|
$61
|
|
|
|
$48
|
|
|
Pension Benefits 1
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Benefit obligation, beginning of year
|
|
$2,910
|
|
|
|
$2,747
|
|
|
|
$58
|
|
|
|
$58
|
|
Service cost
|
6
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
91
|
|
|
95
|
|
|
1
|
|
|
1
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
||||
Actuarial (gain)/loss
|
(228
|
)
|
|
225
|
|
|
(2
|
)
|
|
(1
|
)
|
||||
Benefits paid
|
(178
|
)
|
|
(156
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||
Administrative expenses paid from pension trust
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Settlement loss
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefit obligation, end of year 2
|
|
$2,468
|
|
|
|
$2,910
|
|
|
|
$51
|
|
|
|
$58
|
|
|
|
|
|
|
|
|
|
||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets, beginning of year
|
|
$3,288
|
|
|
|
$3,016
|
|
|
|
$164
|
|
|
|
$157
|
|
Actual return on plan assets
|
(100
|
)
|
|
425
|
|
|
(3
|
)
|
|
11
|
|
||||
Employer contributions 3
|
8
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
5
|
|
|
4
|
|
||||
Benefits paid
|
(178
|
)
|
|
(156
|
)
|
|
(11
|
)
|
|
(8
|
)
|
||||
Administrative expenses paid from pension trust
|
(6
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
||||
Settlement loss
|
(127
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair value of plan assets, end of year
|
|
$2,885
|
|
|
|
$3,288
|
|
|
|
$155
|
|
|
|
$164
|
|
|
|
|
|
|
|
|
|
||||||||
Funded status at end of year 4, 5
|
|
$417
|
|
|
|
$378
|
|
|
|
$104
|
|
|
|
$106
|
|
Funded status at end of year (%)
|
117
|
%
|
|
113
|
%
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Accumulated benefit obligation
|
|
$2,468
|
|
|
|
$2,910
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Discount rate
|
4.27
|
%
|
|
3.62
|
%
|
|
3.96
|
%
|
|
3.29
|
%
|
|
Pension Benefits 1
|
|
Other Postretirement Benefits
|
|
||||||||||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
||||||||||||
Service cost
|
|
$6
|
|
|
|
$5
|
|
|
|
$5
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
Interest cost
|
91
|
|
|
95
|
|
|
97
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|
||||||
Expected return on plan assets
|
(187
|
)
|
|
(195
|
)
|
|
(186
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
||||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
||||||
Amortization of actuarial loss
|
22
|
|
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Deferred losses related to NCF Retirement Plan settlement
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
||||||
Net periodic benefit
|
|
($8
|
)
|
|
|
($70
|
)
|
|
|
($59
|
)
|
|
|
($10
|
)
|
|
|
($1
|
)
|
|
|
($9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average assumptions used to determine net periodic benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Discount rate
|
3.62
|
%
|
|
4.18
|
%
|
|
4.44
|
%
|
|
3.29
|
%
|
|
3.70
|
%
|
|
3.95
|
%
|
|
||||||
Expected return on plan assets
|
5.90
|
|
|
6.66
|
|
|
6.68
|
|
|
3.10
|
|
|
3.12
|
|
|
3.13
|
|
|
||||||
Interest crediting rate
|
3.00
|
|
|
3.11
|
|
|
3.00
|
|
|
N/A
|
|
2
|
N/A
|
|
2
|
N/A
|
|
2
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Prior service credit
|
|
$—
|
|
|
|
$—
|
|
|
|
($52
|
)
|
|
|
($58
|
)
|
Net actuarial loss/(gain)
|
978
|
|
|
1,001
|
|
|
(17
|
)
|
|
(22
|
)
|
||||
Total AOCI, pre-tax
|
|
$978
|
|
|
|
$1,001
|
|
|
|
($69
|
)
|
|
|
($80
|
)
|
(Dollars in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Current year actuarial loss
|
|
$59
|
|
|
|
$5
|
|
Amortization of prior service credit
|
—
|
|
|
6
|
|
||
Amortization of actuarial loss
|
(22
|
)
|
|
—
|
|
||
Deferred losses related to NCF Retirement Plan settlement
|
(60
|
)
|
|
—
|
|
||
Total recognized in AOCI, pre-tax
|
|
($23
|
)
|
|
|
$11
|
|
Total recognized in net periodic (benefit)/loss and AOCI, pre-tax
|
|
($31
|
)
|
|
|
$1
|
|
|
|
|
Fair Value Measurements at December 31, 2018 1
|
||||||||||||
(Dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Money market funds 2
|
|
$112
|
|
|
|
$112
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
382
|
|
|
382
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds 3:
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
46
|
|
|
46
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
86
|
|
|
86
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Derivatives, net of collateral
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Fixed income securities
|
2,377
|
|
|
333
|
|
|
2,044
|
|
|
—
|
|
||||
Total plan assets
|
|
$3,017
|
|
|
|
$971
|
|
|
|
$2,046
|
|
|
|
$—
|
|
|
|
|
Fair Value Measurements at December 31, 2017 1
|
||||||||||||
(Dollars in millions)
|
Total
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money market funds 2
|
|
$138
|
|
|
|
$138
|
|
|
|
$—
|
|
|
|
$—
|
|
Equity securities
|
936
|
|
|
936
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds 3:
|
|
|
|
|
|
|
|
||||||||
Equity index fund
|
56
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Tax exempt municipal bond funds
|
85
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||||
Taxable fixed income index funds
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Derivatives, net of collateral
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||
Fixed income securities
|
2,201
|
|
|
512
|
|
|
1,689
|
|
|
—
|
|
||||
Other assets
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
||||
Total plan assets
|
|
$3,432
|
|
|
|
$1,743
|
|
|
|
$1,689
|
|
|
|
$—
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||
|
2018 Target Allocation
|
|
% of plan assets
|
|
2018 Target Allocation
|
|
% of plan assets
|
||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
||||||||
Cash equivalents
|
0-10
|
%
|
|
4
|
%
|
|
4
|
%
|
|
5-15
|
%
|
|
7
|
%
|
|
7
|
%
|
Equity securities
|
0-25
|
|
|
13
|
|
|
29
|
|
|
20-40
|
|
|
30
|
|
|
34
|
|
Debt securities
|
75-100
|
|
|
83
|
|
|
67
|
|
|
50-70
|
|
|
63
|
|
|
59
|
|
Total
|
|
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
100
|
%
|
|
100
|
%
|
(Dollars in millions)
|
Pension Benefits 1
|
|
Other Postretirement Benefits (excluding Medicare Subsidy) 2
|
||||
Employer Contributions:
|
|
|
|
||||
2019 (expected) to plan trusts
|
|
$—
|
|
|
|
$—
|
|
2019 (expected) to plan participants 3
|
7
|
|
|
—
|
|
||
|
|
|
|
||||
Expected Benefit Payments:
|
|
|
|
||||
2019
|
175
|
|
|
6
|
|
||
2020
|
161
|
|
|
6
|
|
||
2021
|
161
|
|
|
6
|
|
||
2022
|
159
|
|
|
5
|
|
||
2023
|
159
|
|
|
4
|
|
||
2024 - 2028
|
773
|
|
|
16
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
|
$39
|
|
|
|
$40
|
|
|
|
$57
|
|
Repurchase (benefit)/provision
|
(9
|
)
|
|
—
|
|
|
(17
|
)
|
|||
Charge-offs, net of recoveries
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Balance, end of period
|
|
$26
|
|
|
|
$39
|
|
|
|
$40
|
|
(Dollars in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Outstanding repurchased residential mortgage loans:
|
|||||||
Performing LHFI
|
|
$183
|
|
|
|
$203
|
|
Nonperforming LHFI
|
16
|
|
|
16
|
|
||
Total carrying value of outstanding repurchased residential mortgages
|
|
$199
|
|
|
|
$219
|
|
1
|
See “Cash Flow Hedging” in this Note for further discussion.
|
2
|
See “Fair Value Hedging” in this Note for further discussion.
|
3
|
See “Economic Hedging Instruments and Trading Activities” in this Note for further discussion.
|
4
|
Notional amounts include $921 million and $16.6 billion related to interest rate futures at December 31, 2018 and 2017, respectively. These futures contracts settle in cash daily, one day in arrears. The derivative asset or liability associated with the one day lag is included in the fair value column of this table.
|
5
|
Notional amounts include $116 million and $190 million related to interest rate futures at December 31, 2018 and 2017, respectively. These futures contracts settle in cash daily, one day in arrears. The derivative asset or liability associated with the one day lag is included in the fair value column of this table.
|
6
|
Notional amounts include $1.2 billion and $9.8 billion related to interest rate futures at December 31, 2018 and 2017, and $136 million and $1.2 billion related to equity futures at December 31, 2018 and 2017, respectively. These futures contracts settle in cash daily, one day in arrears. The derivative asset or liability associated with the one day lag is included in the fair value column of this table. Notional amounts also include amounts related to interest rate swaps hedging fixed rate debt.
|
7
|
Notional amounts include $6 million and $4 million from purchased credit risk participation agreements at December 31, 2018 and December 31, 2017, and $33 million and $11 million from written credit risk participation agreements at December 31, 2018 and December 31, 2017, respectively. These notional amounts are calculated as the notional of the derivative participated adjusted by the relevant RWA conversion factor.
|
8
|
Notional amounts include $41 million and $49 million related to the Visa derivative liability at December 31, 2018 and December 31, 2017, respectively. See Note 18, "Guarantees" for additional information.
|
(Dollars in millions)
|
Gross
Amount
|
|
Amount
Offset
|
|
Net Amount
Presented in
Consolidated
Balance Sheets
|
|
Held/Pledged
Financial
Instruments
|
|
Net
Amount
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$2,425
|
|
|
|
$1,873
|
|
|
|
$552
|
|
|
|
$12
|
|
|
|
$540
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
Exchange traded derivatives
|
186
|
|
|
119
|
|
|
67
|
|
|
—
|
|
|
67
|
|
|||||
Total derivative instrument assets
|
|
$2,631
|
|
|
|
$1,992
|
|
|
|
$639
|
|
1
|
|
$12
|
|
|
|
$627
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$2,521
|
|
|
|
$2,187
|
|
|
|
$334
|
|
|
|
$14
|
|
|
|
$320
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
|||||
Exchange traded derivatives
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total derivative instrument liabilities
|
|
$2,716
|
|
|
|
$2,306
|
|
|
|
$410
|
|
2
|
|
$14
|
|
|
|
$396
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$3,491
|
|
|
|
$2,923
|
|
|
|
$568
|
|
|
|
$28
|
|
|
|
$540
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
|||||
Exchange traded derivatives
|
395
|
|
|
179
|
|
|
216
|
|
|
—
|
|
|
216
|
|
|||||
Total derivative instrument assets
|
|
$3,904
|
|
|
|
$3,102
|
|
|
|
$802
|
|
1
|
|
$28
|
|
|
|
$774
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instrument liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives subject to master netting arrangement or similar arrangement
|
|
$4,128
|
|
|
|
$3,855
|
|
|
|
$273
|
|
|
|
$27
|
|
|
|
$246
|
|
Derivatives not subject to master netting arrangement or similar arrangement
|
130
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
|||||
Exchange traded derivatives
|
184
|
|
|
179
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Total derivative instrument liabilities
|
|
$4,442
|
|
|
|
$4,034
|
|
|
|
$408
|
|
2
|
|
$27
|
|
|
|
$381
|
|
|
Net Interest Income
|
|
Noninterest
Income
|
|
|
||||||||||||||
(Dollars in millions)
|
Interest and fees on LHFI
|
|
Interest on Long-term Debt
|
|
Interest on Deposits
|
|
Trading Income
|
|
Total
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income/(expense), including the effects of fair value and cash flow hedges
|
|
$6,058
|
|
|
|
($375
|
)
|
|
|
($711
|
)
|
|
|
$161
|
|
|
|
$5,133
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss)/gain on fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts related to interest settlements on derivatives
|
|
$—
|
|
|
|
($1
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($1
|
)
|
Recognized on derivatives
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||
Recognized on hedged items
|
—
|
|
|
11
|
|
1
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Net expense recognized on fair value hedges
|
|
$—
|
|
|
|
($14
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($14
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount of pre-tax loss reclassified from AOCI into income
|
|
($72
|
)
|
2
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($72
|
)
|
Net expense recognized on cash flow hedges
|
|
($72
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($72
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income/(expense), including the effects of fair value and cash flow hedges
|
|
$5,385
|
|
|
|
($288
|
)
|
|
|
($404
|
)
|
|
|
$189
|
|
|
|
$4,882
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain/(loss) on fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts related to interest settlements on derivatives
|
|
$—
|
|
|
|
$15
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$15
|
|
Recognized on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
(38
|
)
|
|||||
Recognized on hedged items
|
—
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
40
|
|
|||||
Net income recognized on fair value hedges
|
|
$—
|
|
|
|
$15
|
|
|
|
$—
|
|
|
|
$2
|
|
|
|
$17
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount of pre-tax gain reclassified from AOCI into income
|
|
$89
|
|
2
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$89
|
|
Net income recognized on cash flow hedges
|
|
$89
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$89
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income/(expense), including the effects of fair value and cash flow hedges
|
|
$4,939
|
|
|
|
($260
|
)
|
|
|
($259
|
)
|
|
|
$211
|
|
|
|
$4,631
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain/(loss) on fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts related to interest settlements on derivatives
|
|
$—
|
|
|
|
$17
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$17
|
|
Recognized on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
(87
|
)
|
|
(87
|
)
|
|||||
Recognized on hedged items
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
89
|
|
|||||
Net income recognized on fair value hedges
|
|
$—
|
|
|
|
$17
|
|
|
|
$—
|
|
|
|
$2
|
|
|
|
$19
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gain on cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
||||||||||
Amount of pre-tax gain reclassified from AOCI into income
|
|
$244
|
|
2
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$244
|
|
Net income recognized on cash flow hedges
|
|
$244
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$244
|
|
|
|
|
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Liabilities
|
||||||||
(Dollars in millions)
|
Carrying Amount of Hedged Liabilities
|
|
Hedged Items Currently Designated
|
|
Hedged Items No Longer Designated
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Long-term debt
|
|
$8,411
|
|
|
|
($10
|
)
|
|
|
($120
|
)
|
Brokered time deposits
|
29
|
|
|
—
|
|
|
—
|
|
•
|
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 IRLCs 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, 2018
|
||||||||||||||||||
|
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
|
|
$262
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$262
|
|
Federal agency securities
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
188
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
MBS - agency
|
—
|
|
|
860
|
|
|
—
|
|
|
—
|
|
|
860
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|||||
CP
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||
Equity securities
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||
Derivative instruments
|
186
|
|
|
2,425
|
|
|
20
|
|
|
(1,992
|
)
|
|
639
|
|
|||||
Trading loans
|
—
|
|
|
2,540
|
|
|
—
|
|
|
—
|
|
|
2,540
|
|
|||||
Total trading assets and derivative instruments
|
521
|
|
|
6,957
|
|
|
20
|
|
|
(1,992
|
)
|
|
5,506
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
4,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,211
|
|
|||||
Federal agency securities
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
221
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
589
|
|
|
—
|
|
|
—
|
|
|
589
|
|
|||||
MBS - agency residential
|
—
|
|
|
22,864
|
|
|
—
|
|
|
—
|
|
|
22,864
|
|
|||||
MBS - agency commercial
|
—
|
|
|
2,627
|
|
|
—
|
|
|
—
|
|
|
2,627
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
916
|
|
|
—
|
|
|
—
|
|
|
916
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Total securities AFS 2
|
4,211
|
|
|
27,231
|
|
|
—
|
|
|
—
|
|
|
31,442
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LHFS
|
—
|
|
|
1,178
|
|
|
—
|
|
|
—
|
|
|
1,178
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
163
|
|
|||||
Residential MSRs
|
—
|
|
|
—
|
|
|
1,983
|
|
|
—
|
|
|
1,983
|
|
|||||
Other assets 2
|
95
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
801
|
|
|||||
MBS - agency
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
385
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|||||
Equity securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Derivative instruments
|
119
|
|
|
2,590
|
|
|
7
|
|
|
(2,306
|
)
|
|
410
|
|
|||||
Total trading liabilities and derivative instruments
|
925
|
|
|
2,978
|
|
|
7
|
|
|
(2,306
|
)
|
|
1,604
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Brokered time deposits
|
—
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
403
|
|
|||||
Long-term debt
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
December 31, 2017
|
||||||||||||||||||
|
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
|
|
$157
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$157
|
|
Federal agency securities
|
—
|
|
|
395
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|||||
MBS - agency
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
|
700
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
655
|
|
|
—
|
|
|
—
|
|
|
655
|
|
|||||
CP
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|||||
Equity securities
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||
Derivative instruments
|
395
|
|
|
3,493
|
|
|
16
|
|
|
(3,102
|
)
|
|
802
|
|
|||||
Trading loans
|
—
|
|
|
2,149
|
|
|
—
|
|
|
—
|
|
|
2,149
|
|
|||||
Total trading assets and derivative instruments
|
608
|
|
|
7,571
|
|
|
16
|
|
|
(3,102
|
)
|
|
5,093
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
4,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,331
|
|
|||||
Federal agency securities
|
—
|
|
|
259
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|||||
U.S. states and political subdivisions
|
—
|
|
|
617
|
|
|
—
|
|
|
—
|
|
|
617
|
|
|||||
MBS - agency residential
|
—
|
|
|
22,704
|
|
|
—
|
|
|
—
|
|
|
22,704
|
|
|||||
MBS - agency commercial
|
—
|
|
|
2,086
|
|
|
—
|
|
|
—
|
|
|
2,086
|
|
|||||
MBS - non-agency residential
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
|||||
MBS - non-agency commercial
|
—
|
|
|
866
|
|
|
—
|
|
|
—
|
|
|
866
|
|
|||||
ABS
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
12
|
|
|
5
|
|
|
—
|
|
|
17
|
|
|||||
Total securities AFS 2
|
4,331
|
|
|
26,544
|
|
|
72
|
|
|
—
|
|
|
30,947
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
LHFS
|
—
|
|
|
1,577
|
|
|
—
|
|
|
—
|
|
|
1,577
|
|
|||||
LHFI
|
—
|
|
|
—
|
|
|
196
|
|
|
—
|
|
|
196
|
|
|||||
Residential MSRs
|
—
|
|
|
—
|
|
|
1,710
|
|
|
—
|
|
|
1,710
|
|
|||||
Other assets 2
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading liabilities and derivative instruments:
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
577
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
577
|
|
|||||
Corporate and other debt securities
|
—
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|||||
Equity securities
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Derivative instruments
|
183
|
|
|
4,243
|
|
|
16
|
|
|
(4,034
|
)
|
|
408
|
|
|||||
Total trading liabilities and derivative instruments
|
769
|
|
|
4,532
|
|
|
16
|
|
|
(4,034
|
)
|
|
1,283
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Brokered time deposits
|
—
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||
Long-term debt
|
—
|
|
|
530
|
|
|
—
|
|
|
—
|
|
|
530
|
|
(Dollars in millions)
|
Fair Value at
December 31, 2018
|
|
Aggregate UPB at
December 31, 2018
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$2,540
|
|
|
|
$2,526
|
|
|
|
$14
|
|
LHFS:
|
|
|
|
|
|
||||||
Accruing
|
1,178
|
|
|
1,128
|
|
|
50
|
|
|||
LHFI:
|
|
|
|
|
|
||||||
Accruing
|
158
|
|
|
163
|
|
|
(5
|
)
|
|||
Nonaccrual
|
5
|
|
|
6
|
|
|
(1
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
403
|
|
|
403
|
|
|
—
|
|
|||
Long-term debt
|
289
|
|
|
286
|
|
|
3
|
|
|||
|
|
|
|
|
|
||||||
(Dollars in millions)
|
Fair Value at
December 31, 2017
|
|
Aggregate UPB at
December 31, 2017
|
|
Fair Value
Over/(Under)
Unpaid Principal
|
||||||
Assets:
|
|
|
|
|
|
||||||
Trading loans
|
|
$2,149
|
|
|
|
$2,111
|
|
|
|
$38
|
|
LHFS:
|
|
|
|
|
|
||||||
Accruing
|
1,576
|
|
|
1,533
|
|
|
43
|
|
|||
Past due 90 days or more
|
1
|
|
|
1
|
|
|
—
|
|
|||
LHFI:
|
|
|
|
|
|
||||||
Accruing
|
192
|
|
|
198
|
|
|
(6
|
)
|
|||
Nonaccrual
|
4
|
|
|
6
|
|
|
(2
|
)
|
|||
Liabilities:
|
|
|
|
|
|
||||||
Brokered time deposits
|
236
|
|
|
233
|
|
|
3
|
|
|||
Long-term debt
|
530
|
|
|
517
|
|
|
13
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2018 for Items Measured at Fair Value
Pursuant to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
Trading
Income
|
|
Mortgage
Related Income 1 |
|
Other
Noninterest
Income
|
|
Total
Changes in
Fair Values
Included in
Earnings 2
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
$14
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$14
|
|
LHFS
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
LHFI
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Residential MSRs
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Long-term debt
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
Fair Value Gain/(Loss) for the Year Ended
December 31, 2017 for Items Measured at Fair Value
Pursuant to Election of the FVO
|
||||||||||||||
(Dollars in millions)
|
Trading
Income |
|
Mortgage
Related Income 1 |
|
Other
Noninterest Income |
|
Total
Changes in Fair Values Included in Earnings 2 |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
$21
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$21
|
|
LHFS
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||
Residential MSRs
|
—
|
|
|
(243
|
)
|
|
—
|
|
|
(243
|
)
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Long-term debt
|
21
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
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
Related Income 1 |
|
Other
Noninterest Income |
|
Total
Changes in Fair Values Included in Earnings 2 |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Trading loans
|
|
$15
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$15
|
|
LHFS
|
—
|
|
|
75
|
|
|
—
|
|
|
75
|
|
||||
Residential MSRs
|
—
|
|
|
(242
|
)
|
|
—
|
|
|
(242
|
)
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Brokered time deposits
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||
Long-term debt
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value
December 31, 2018
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range
(Weighted Average) 1
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|||
Derivative instruments, net 2
|
|
$13
|
|
|
Internal model
|
|
Pull through rate
|
|
41-100% (81%)
|
|
MSR value
|
|
11-165 bps (108 bps)
|
||||||
LHFI
|
158
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
0-250 bps (164 bps)
|
|
Conditional prepayment rate
|
7-22 CPR (12 CPR)
|
||||||||
Conditional default rate
|
0-1 CDR (0.6 CDR)
|
||||||||
5
|
|
Collateral based pricing
|
Appraised value
|
NM 3
|
|||||
Residential MSRs
|
1,983
|
|
|
Monte Carlo/Discounted cash flow
|
|
Conditional prepayment rate
|
|
6-30 CPR (13 CPR)
|
|
|
Option adjusted spread
|
|
0-116% (2%)
|
|
Level 3 Significant Unobservable Input Assumptions
|
||||||||
(Dollars in millions)
|
Fair value
December 31, 2017
|
|
Valuation Technique
|
|
Unobservable Input 1
|
|
Range
(Weighted Average) 2
|
||
Assets
|
|
|
|
|
|
|
|
||
Trading assets and derivative instruments:
|
|
|
|
|
|
|
|||
Derivative instruments, net 3
|
|
$—
|
|
|
Internal model
|
|
Pull through rate
|
|
41-100% (81%)
|
|
MSR value
|
|
41-190 bps (113 bps)
|
||||||
Securities AFS:
|
|
|
|
|
|
|
|
||
MBS - non-agency residential
|
59
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
ABS
|
8
|
|
|
Third party pricing
|
|
N/A
|
|
|
|
Corporate and other debt securities
|
5
|
|
|
Cost
|
|
N/A
|
|
|
|
LHFI
|
192
|
|
|
Monte Carlo/Discounted cash flow
|
|
Option adjusted spread
|
|
62-784 bps (215 bps)
|
|
|
Conditional prepayment rate
|
|
2-34 CPR (11 CPR)
|
||||||
|
Conditional default rate
|
|
0-5 CDR (0.7 CDR)
|
||||||
4
|
|
|
Collateral based pricing
|
|
Appraised value
|
|
NM 4
|
||
Residential MSRs
|
1,710
|
|
|
Monte Carlo/Discounted cash flow
|
|
Conditional prepayment rate
|
|
6-30 CPR (13 CPR)
|
|
|
Option adjusted spread
|
|
1-125% (4%)
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
Balance January 1, 2018 |
|
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, 2018 |
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivative instruments, net
|
|
$—
|
|
|
|
$65
|
|
1
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$11
|
|
|
|
($63
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$13
|
|
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
MBS - non-agency residential
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
||||||||||
ABS
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||||
Total securities AFS
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
LHFI
|
196
|
|
|
1
|
|
2
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
2
|
|
|
—
|
|
|
163
|
|
|
Fair Value Measurements
Using Significant Unobservable Inputs
|
||||||||||||||||||||||||||||||||||||||
(Dollars in millions)
|
Beginning
Balance January 1, 2017 |
|
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, 2017 |
||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Trading assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivative instruments, net
|
|
$6
|
|
|
|
$185
|
|
1
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($191
|
)
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
Securities AFS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
U.S. states and political subdivisions
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
MBS - non-agency residential
|
74
|
|
|
(1
|
)
|
2
|
1
|
|
3
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||||||||
ABS
|
10
|
|
|
—
|
|
|
1
|
|
3
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||||||
Corporate and other debt securities
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||||
Total securities AFS
|
93
|
|
|
(1
|
)
|
2
|
2
|
|
3
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Residential LHFS
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|
26
|
|
|
(8
|
)
|
|
—
|
|
||||||||||
LHFI
|
222
|
|
|
—
|
|
4
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
3
|
|
|
5
|
|
|
—
|
|
|
196
|
|
|
|
|
Fair Value Measurements
|
|
(Losses)/Gains for the
Year Ended
December 31, 2018
|
||||||||||||||
(Dollars in millions)
|
December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
LHFS
|
|
$47
|
|
|
|
$—
|
|
|
|
$47
|
|
|
|
$—
|
|
|
|
($1
|
)
|
LHFI
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|||||
OREO
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
(4
|
)
|
|||||
Other assets
|
67
|
|
|
—
|
|
|
47
|
|
|
20
|
|
|
24
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
Fair Value Measurements
|
|
Losses for the
Year Ended
December 31, 2017
|
||||||||||||||
(Dollars in millions)
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||
LHFS
|
|
$13
|
|
|
|
$—
|
|
|
|
$13
|
|
|
|
$—
|
|
|
|
$—
|
|
LHFI
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|||||
OREO
|
24
|
|
|
—
|
|
|
1
|
|
|
23
|
|
|
(4
|
)
|
|||||
Other assets
|
53
|
|
|
—
|
|
|
4
|
|
|
49
|
|
|
(43
|
)
|
|
|
|
December 31, 2018
|
|
Fair Value Measurements
|
||||||||||||||||
(Dollars in millions)
|
Measurement
Category
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
Amortized cost
|
|
|
$7,495
|
|
|
|
$7,495
|
|
|
|
$7,495
|
|
|
|
$—
|
|
|
|
$—
|
|
Trading assets and derivative instruments
|
Fair value
|
|
5,506
|
|
|
5,506
|
|
|
521
|
|
|
4,965
|
|
|
20
|
|
|||||
Securities AFS
|
Fair value
|
|
31,442
|
|
|
31,442
|
|
|
4,211
|
|
|
27,231
|
|
|
—
|
|
|||||
LHFS
|
Amortized cost
|
|
290
|
|
|
291
|
|
|
—
|
|
|
261
|
|
|
30
|
|
|||||
Fair value
|
|
1,178
|
|
|
1,178
|
|
|
—
|
|
|
1,178
|
|
|
—
|
|
||||||
LHFI, net
|
Amortized cost
|
|
150,061
|
|
|
148,167
|
|
|
—
|
|
|
—
|
|
|
148,167
|
|
|||||
Fair value
|
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
|
163
|
|
||||||
Other 1
|
Amortized cost
|
|
630
|
|
|
630
|
|
|
—
|
|
|
—
|
|
|
630
|
|
|||||
Fair value
|
|
95
|
|
|
95
|
|
|
95
|
|
|
—
|
|
|
—
|
|
||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer and other time deposits
|
Amortized cost
|
|
15,355
|
|
|
15,106
|
|
|
—
|
|
|
15,106
|
|
|
—
|
|
|||||
Brokered time deposits
|
Amortized cost
|
|
642
|
|
|
615
|
|
|
—
|
|
|
615
|
|
|
—
|
|
|||||
Fair value
|
|
403
|
|
|
403
|
|
|
—
|
|
|
403
|
|
|
—
|
|
||||||
Short-term borrowings
|
Amortized cost
|
|
8,772
|
|
|
8,772
|
|
|
—
|
|
|
8,772
|
|
|
—
|
|
|||||
Long-term debt
|
Amortized cost
|
|
14,783
|
|
|
14,729
|
|
|
—
|
|
|
13,024
|
|
|
1,705
|
|
|||||
Fair value
|
|
289
|
|
|
289
|
|
|
—
|
|
|
289
|
|
|
—
|
|
||||||
Trading liabilities and derivative instruments
|
Fair value
|
|
1,604
|
|
|
1,604
|
|
|
925
|
|
|
672
|
|
|
7
|
|
|
|
|
December 31, 2017
|
|
Fair Value Measurements
|
||||||||||||||||
(Dollars in millions)
|
Measurement
Category
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
Amortized cost
|
|
|
$6,912
|
|
|
|
$6,912
|
|
|
|
$6,912
|
|
|
|
$—
|
|
|
|
$—
|
|
Trading assets and derivative instruments
|
Fair value
|
|
5,093
|
|
|
5,093
|
|
|
608
|
|
|
4,469
|
|
|
16
|
|
|||||
Securities AFS
|
Fair value
|
|
30,947
|
|
|
30,947
|
|
|
4,331
|
|
|
26,544
|
|
|
72
|
|
|||||
LHFS
|
Amortized cost
|
|
713
|
|
|
716
|
|
|
—
|
|
|
662
|
|
|
54
|
|
|||||
Fair value
|
|
1,577
|
|
|
1,577
|
|
|
—
|
|
|
1,577
|
|
|
—
|
|
||||||
LHFI, net
|
Amortized cost
|
|
141,250
|
|
|
141,379
|
|
|
—
|
|
|
—
|
|
|
141,379
|
|
|||||
Fair value
|
|
196
|
|
|
196
|
|
|
—
|
|
|
—
|
|
|
196
|
|
||||||
Other 1
|
Amortized cost
|
|
418
|
|
|
418
|
|
|
—
|
|
|
—
|
|
|
418
|
|
|||||
Fair value
|
|
56
|
|
|
56
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer and other time deposits
|
Amortized cost
|
|
12,076
|
|
|
11,906
|
|
|
—
|
|
|
11,906
|
|
|
—
|
|
|||||
Brokered time deposits
|
Amortized cost
|
|
749
|
|
|
725
|
|
|
—
|
|
|
725
|
|
|
—
|
|
|||||
Fair value
|
|
236
|
|
|
236
|
|
|
—
|
|
|
236
|
|
|
—
|
|
||||||
Short-term borrowings
|
Amortized cost
|
|
4,781
|
|
|
4,781
|
|
|
—
|
|
|
4,781
|
|
|
—
|
|
|||||
Long-term debt
|
Amortized cost
|
|
9,255
|
|
|
9,362
|
|
|
—
|
|
|
8,304
|
|
|
1,058
|
|
|||||
Fair value
|
|
530
|
|
|
530
|
|
|
—
|
|
|
530
|
|
|
—
|
|
||||||
Trading liabilities and derivative instruments
|
Fair value
|
|
1,283
|
|
|
1,283
|
|
|
769
|
|
|
498
|
|
|
16
|
|
•
|
Consumer Banking provides services to individual consumers and business banking clients through an extensive network of traditional and in-store branches, ATMs, online banking (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, and various fee-based services. Consumer Banking also serves as an entry point for clients and provides services for other businesses.
|
•
|
Consumer Lending offers an array of lending products to individual consumers and business banking clients via the Company's Consumer Banking and PWM 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 individual consumers and institutional clients, including loans, deposits, brokerage, professional investment advisory, 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. Investment advisory products and services are offered to clients by STAS, an SEC registered investment advisor. PWM also includes GFO Advisory Services, LLC, which provides family office solutions to clients and their families to help them manage and sustain wealth across multiple generations, including family meeting facilitation, consolidated reporting, expense management, specialty asset management, and business transition advice, as well as other wealth management disciplines.
|
•
|
Mortgage Banking offers residential mortgage products nationally through its retail and correspondent channels, the internet (www.suntrust.com), and by telephone (1-800-SUNTRUST). These products are either sold in the secondary market, primarily with servicing rights retained, or held in the Company’s loan portfolio. Mortgage Banking also services loans for other investors, in addition to loans held in the Company’s loan portfolio.
|
◦
|
The Company successfully merged its STM and Bank legal entities in the third quarter of 2018. Subsequent to the merger, mortgage operations have continued under the Bank’s charter. This merger simplified the Company's organizational structure, allowing it to more fully serve the needs of clients. There were no material financial impacts associated with the merger, other than the tax impacts described in Note 16, “Income Taxes.”
|
•
|
CIB delivers comprehensive capital markets solutions, including advisory, capital raising, and financial risk management, with the goal of serving the needs of both public and private companies in the Wholesale segment and PWM business. Investment Banking and Corporate Banking teams within CIB serve clients across the nation, offering a full suite of traditional banking and investment banking products and services to companies with annual revenues typically greater than $150 million. Investment Banking serves select industry segments including consumer and retail, energy, technology, financial services, healthcare, industrials, and media and communications. Corporate Banking serves clients across diversified industry sectors based on size, complexity, and frequency of capital markets issuance. CIB also includes the Company's Asset Finance Group, which offers a full complement of asset-based financing solutions such as securitizations, asset-based lending, equipment financing, and structured real estate arrangements.
|
•
|
Commercial Banking offers an array of traditional banking products, including lending, cash management, and investment banking solutions via CIB, to commercial clients (generally clients with revenues between $5 million and $250 million), including not-for-profit organizations, governmental entities, healthcare and aging services, and auto dealer financing (floor plan inventory financing). Local teams deliver these solutions along with the Company's industry expertise to commercial clients to help them achieve smart growth.
|
•
|
Commercial Real Estate provides a range of credit and deposit services as well as fee-based product offerings on a regional delivery basis to privately held developers, operators, and investors in commercial real estate properties through its National Banking Division. Commercial Real Estate also provides multi-family agency lending and servicing, advisory, and commercial mortgage brokerage services via its Agency Lending division. Additionally, Commercial Real Estate offers tailored financing and equity
|
•
|
Treasury & Payment Solutions provides business clients in the Wholesale segment 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 grossed-up 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
|
•
|
Provision for credit losses – represents net charge-offs by segment combined with an allocation to the segments for the provision attributable to each segment's quarterly change in the ALLL and unfunded commitments reserve balances.
|
•
|
Noninterest income – includes federal and state tax credits that are grossed-up on a pre-tax equivalent basis, related primarily to certain community development investments.
|
•
|
Provision for income taxes-FTE – is calculated using a blended income tax rate for each segment and includes reversals of the tax adjustments and credits described above. 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 an 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.
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
(Dollars in millions)
|
Consumer
|
|
Wholesale
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average LHFI
|
|
$75,427
|
|
|
|
$70,200
|
|
|
|
$89
|
|
|
|
($2
|
)
|
|
|
$145,714
|
|
Average consumer and commercial deposits
|
111,235
|
|
|
48,675
|
|
|
216
|
|
|
(358
|
)
|
|
159,768
|
|
|||||
Average total assets
|
85,509
|
|
|
84,413
|
|
|
35,630
|
|
|
1,725
|
|
|
207,277
|
|
|||||
Average total liabilities
|
112,173
|
|
|
55,098
|
|
|
16,100
|
|
|
(304
|
)
|
|
183,067
|
|
|||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
24,210
|
|
|
24,210
|
|
|||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$4,235
|
|
|
|
$2,184
|
|
|
|
($190
|
)
|
|
|
($242
|
)
|
|
|
$5,987
|
|
FTE adjustment
|
—
|
|
|
86
|
|
|
2
|
|
|
—
|
|
|
88
|
|
|||||
Net interest income-FTE 1
|
4,235
|
|
|
2,270
|
|
|
(188
|
)
|
|
(242
|
)
|
|
6,075
|
|
|||||
Provision for credit losses 2
|
148
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||
Net interest income after provision for credit losses-FTE
|
4,087
|
|
|
2,210
|
|
|
(188
|
)
|
|
(242
|
)
|
|
5,867
|
|
|||||
Total noninterest income
|
1,804
|
|
|
1,534
|
|
|
57
|
|
|
(169
|
)
|
|
3,226
|
|
|||||
Total noninterest expense
|
4,017
|
|
|
1,720
|
|
|
(42
|
)
|
|
(22
|
)
|
|
5,673
|
|
|||||
Income before provision for income taxes-FTE
|
1,874
|
|
|
2,024
|
|
|
(89
|
)
|
|
(389
|
)
|
|
3,420
|
|
|||||
Provision for income taxes-FTE 3
|
424
|
|
|
479
|
|
|
(61
|
)
|
|
(206
|
)
|
|
636
|
|
|||||
Net income including income attributable to noncontrolling interest
|
1,450
|
|
|
1,545
|
|
|
(28
|
)
|
|
(183
|
)
|
|
2,784
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net income
|
|
$1,450
|
|
|
|
$1,545
|
|
|
|
($37
|
)
|
|
|
($183
|
)
|
|
|
$2,775
|
|
|
Year Ended December 31, 2017 1, 2
|
||||||||||||||||||
(Dollars in millions)
|
Consumer
|
|
Wholesale
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average LHFI
|
|
$73,578
|
|
|
|
$69,394
|
|
|
|
$1,247
|
|
|
|
($3
|
)
|
|
|
$144,216
|
|
Average consumer and commercial deposits
|
109,298
|
|
|
50,155
|
|
|
160
|
|
|
(64
|
)
|
|
159,549
|
|
|||||
Average total assets
|
83,278
|
|
|
83,091
|
|
|
35,931
|
|
|
2,631
|
|
|
204,931
|
|
|||||
Average total liabilities
|
110,271
|
|
|
55,762
|
|
|
14,626
|
|
|
(29
|
)
|
|
180,630
|
|
|||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
24,301
|
|
|
24,301
|
|
|||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$3,906
|
|
|
|
$2,029
|
|
|
|
$14
|
|
|
|
($316
|
)
|
|
|
$5,633
|
|
FTE adjustment
|
—
|
|
|
142
|
|
|
3
|
|
|
—
|
|
|
145
|
|
|||||
Net interest income-FTE 3
|
3,906
|
|
|
2,171
|
|
|
17
|
|
|
(316
|
)
|
|
5,778
|
|
|||||
Provision for credit losses 4
|
366
|
|
|
39
|
|
|
4
|
|
|
—
|
|
|
409
|
|
|||||
Net interest income after provision for credit losses-FTE
|
3,540
|
|
|
2,132
|
|
|
13
|
|
|
(316
|
)
|
|
5,369
|
|
|||||
Total noninterest income
|
1,905
|
|
|
1,573
|
|
|
73
|
|
|
(197
|
)
|
|
3,354
|
|
|||||
Total noninterest expense
|
3,982
|
|
|
1,727
|
|
|
74
|
|
|
(19
|
)
|
|
5,764
|
|
|||||
Income before provision for income taxes-FTE
|
1,463
|
|
|
1,978
|
|
|
12
|
|
|
(494
|
)
|
|
2,959
|
|
|||||
Provision for income taxes-FTE 5
|
529
|
|
|
736
|
|
|
(292
|
)
|
|
(296
|
)
|
|
677
|
|
|||||
Net income including income attributable to noncontrolling interest
|
934
|
|
|
1,242
|
|
|
304
|
|
|
(198
|
)
|
|
2,282
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net income
|
|
$934
|
|
|
|
$1,242
|
|
|
|
$295
|
|
|
|
($198
|
)
|
|
|
$2,273
|
|
1
|
During the second quarter of 2018, certain of the Company's business banking clients were transferred from the Wholesale business segment to the Consumer business segment. For all periods prior to the second quarter of 2018, the corresponding financial results have been transferred to the Consumer business segment for comparability purposes.
|
2
|
During the fourth quarter of 2017, the Company sold PAC, the results of which were previously reported within the Wholesale business segment. For all periods prior to January 1, 2018, PAC's financial results, including the gain on sale, have been transferred to Corporate Other for enhanced comparability of the Wholesale business segment excluding PAC.
|
3
|
Presented on a matched maturity funds transfer price basis for the segments.
|
4
|
Provision for credit losses represents net charge-offs by segment combined with an allocation to the segments for the provision attributable to quarterly changes in the ALLL and unfunded commitment reserve balances.
|
5
|
Includes regular provision for income taxes as well as FTE income and tax credit adjustment reversals.
|
|
Year Ended December 31, 2016 1, 2
|
||||||||||||||||||
(Dollars in millions)
|
Consumer
|
|
Wholesale
|
|
Corporate Other
|
|
Reconciling
Items |
|
Consolidated
|
||||||||||
Balance Sheets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average LHFI
|
|
$70,455
|
|
|
|
$69,287
|
|
|
|
$1,379
|
|
|
|
($3
|
)
|
|
|
$141,118
|
|
Average consumer and commercial deposits
|
105,365
|
|
|
48,782
|
|
|
115
|
|
|
(73
|
)
|
|
154,189
|
|
|||||
Average total assets
|
79,971
|
|
|
83,168
|
|
|
33,425
|
|
|
2,440
|
|
|
199,004
|
|
|||||
Average total liabilities
|
106,374
|
|
|
54,457
|
|
|
14,179
|
|
|
(74
|
)
|
|
174,936
|
|
|||||
Average total equity
|
—
|
|
|
—
|
|
|
—
|
|
|
24,068
|
|
|
24,068
|
|
|||||
Statements of Income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income
|
|
$3,636
|
|
|
|
$1,812
|
|
|
|
$160
|
|
|
|
($387
|
)
|
|
|
$5,221
|
|
FTE adjustment
|
—
|
|
|
136
|
|
|
2
|
|
|
—
|
|
|
138
|
|
|||||
Net interest income-FTE 3
|
3,636
|
|
|
1,948
|
|
|
162
|
|
|
(387
|
)
|
|
5,359
|
|
|||||
Provision for credit losses 4
|
159
|
|
|
282
|
|
|
3
|
|
|
—
|
|
|
444
|
|
|||||
Net interest income after provision for credit losses-FTE
|
3,477
|
|
|
1,666
|
|
|
159
|
|
|
(387
|
)
|
|
4,915
|
|
|||||
Total noninterest income
|
2,067
|
|
|
1,325
|
|
|
137
|
|
|
(146
|
)
|
|
3,383
|
|
|||||
Total noninterest expense
|
3,938
|
|
|
1,507
|
|
|
38
|
|
|
(15
|
)
|
|
5,468
|
|
|||||
Income before provision for income taxes-FTE
|
1,606
|
|
|
1,484
|
|
|
258
|
|
|
(518
|
)
|
|
2,830
|
|
|||||
Provision for income taxes-FTE 5
|
592
|
|
|
555
|
|
|
70
|
|
|
(274
|
)
|
|
943
|
|
|||||
Net income including income attributable to noncontrolling interest
|
1,014
|
|
|
929
|
|
|
188
|
|
|
(244
|
)
|
|
1,887
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||
Net income
|
|
$1,014
|
|
|
|
$929
|
|
|
|
$179
|
|
|
|
($244
|
)
|
|
|
$1,878
|
|
1
|
During the second quarter of 2018, certain of the Company's business banking clients were transferred from the Wholesale business segment to the Consumer business segment. For all periods prior to the second quarter of 2018, the corresponding financial results have been transferred to the Consumer business segment for comparability purposes.
|
2
|
During the fourth quarter of 2017, the Company sold PAC, the results of which were previously reported within the Wholesale business segment. For all periods prior to January 1, 2018, PAC's financial results, including the gain on sale, have been transferred to Corporate Other for enhanced comparability of the Wholesale business segment excluding PAC.
|
3
|
Presented on a matched maturity funds transfer price basis for the segments.
|
4
|
Provision for credit losses represents net charge-offs by segment combined with an allocation to the segments for the provision attributable to quarterly changes in the ALLL and unfunded commitment reserve balances.
|
5
|
Includes regular provision for income taxes as well as FTE income and tax credit adjustment reversals.
|
(Dollars in millions)
|
Securities AFS
|
|
Derivative Instruments
|
|
Brokered Time Deposits
|
|
Long-Term Debt
|
|
Employee Benefit Plans
|
|
Total
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
($1
|
)
|
|
|
($244
|
)
|
|
|
($1
|
)
|
|
|
($4
|
)
|
|
|
($570
|
)
|
|
|
($820
|
)
|
Cumulative effect adjustment related to ASU adoption 1
|
30
|
|
|
(56
|
)
|
|
—
|
|
|
(1
|
)
|
|
(127
|
)
|
|
(154
|
)
|
||||||
Net unrealized (losses)/gains arising during the period
|
(385
|
)
|
|
(123
|
)
|
|
2
|
|
|
4
|
|
|
(56
|
)
|
|
(558
|
)
|
||||||
Amounts reclassified to net income
|
(1
|
)
|
|
55
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
112
|
|
||||||
Other comprehensive (loss)/income, net of tax
|
(386
|
)
|
|
(68
|
)
|
|
2
|
|
|
4
|
|
|
2
|
|
|
(446
|
)
|
||||||
Balance, end of period
|
|
($357
|
)
|
|
|
($368
|
)
|
|
|
$1
|
|
|
|
($1
|
)
|
|
|
($695
|
)
|
|
|
($1,420
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
($62
|
)
|
|
|
($157
|
)
|
|
|
($1
|
)
|
|
|
($7
|
)
|
|
|
($594
|
)
|
|
|
($821
|
)
|
Net unrealized (losses)/gains arising during the period
|
(7
|
)
|
|
(31
|
)
|
|
—
|
|
|
3
|
|
|
11
|
|
|
(24
|
)
|
||||||
Amounts reclassified to net income
|
68
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
25
|
|
||||||
Other comprehensive income/(loss), net of tax
|
61
|
|
|
(87
|
)
|
|
—
|
|
|
3
|
|
|
24
|
|
|
1
|
|
||||||
Balance, end of period
|
|
($1
|
)
|
|
|
($244
|
)
|
|
|
($1
|
)
|
|
|
($4
|
)
|
|
|
($570
|
)
|
|
|
($820
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, beginning of period
|
|
$135
|
|
|
|
$87
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
($682
|
)
|
|
|
($460
|
)
|
Cumulative credit risk adjustment 2
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||
Net unrealized (losses)/gains arising during the period
|
(194
|
)
|
|
(91
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
76
|
|
|
(212
|
)
|
||||||
Amounts reclassified to net income
|
(3
|
)
|
|
(153
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
|
(144
|
)
|
||||||
Other comprehensive (loss)/income, net of tax
|
(197
|
)
|
|
(244
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
88
|
|
|
(356
|
)
|
||||||
Balance, end of period
|
|
($62
|
)
|
|
|
($157
|
)
|
|
|
($1
|
)
|
|
|
($7
|
)
|
|
|
($594
|
)
|
|
|
($821
|
)
|
1
|
Related to the Company's early adoption of ASU 2018-02 beginning January 1, 2018. See Note 1, "Significant Accounting Policies," for additional information.
|
2
|
Related to the Company's early adoption of the ASU 2016-01 provision related to changes in instrument-specific credit risk beginning January 1, 2016. See Note 1, "Significant Accounting Policies," for additional information.
|
(Dollars in millions)
|
|
Year Ended December 31
|
|
Impacted Line Item in the Consolidated Statements of Income
|
||||||||||
Details About AOCI Components
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||
Securities AFS:
|
|
|
|
|
|
|
|
|
||||||
Net realized (gains)/losses on securities AFS
|
|
|
($1
|
)
|
|
|
$108
|
|
|
|
($4
|
)
|
|
Net securities gains/(losses)
|
Tax effect
|
|
—
|
|
|
(40
|
)
|
|
1
|
|
|
Provision for income taxes
|
|||
|
|
(1
|
)
|
|
68
|
|
|
(3
|
)
|
|
|
|||
Derivative Instruments:
|
|
|
|
|
|
|
|
|
||||||
Net realized losses/(gains) on cash flow hedges
|
|
72
|
|
|
(89
|
)
|
|
(244
|
)
|
|
Interest and fees on loans held for investment
|
|||
Tax effect
|
|
(17
|
)
|
|
33
|
|
|
91
|
|
|
Provision for income taxes
|
|||
|
|
55
|
|
|
(56
|
)
|
|
(153
|
)
|
|
|
|||
Employee Benefit Plans:
|
|
|
|
|
|
|
|
|
||||||
Amortization of prior service credit
|
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
Employee benefits
|
|||
Amortization of actuarial loss
|
|
22
|
|
|
25
|
|
|
25
|
|
|
Employee benefits
|
|||
Deferred losses related to NCF Retirement Plan settlement 1
|
|
60
|
|
|
—
|
|
|
—
|
|
|
Employee benefits
|
|||
|
|
76
|
|
|
19
|
|
|
19
|
|
|
|
|||
Tax effect
|
|
(18
|
)
|
|
(6
|
)
|
|
(7
|
)
|
|
Provision for income taxes
|
|||
|
|
58
|
|
|
13
|
|
|
12
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications from AOCI to net income
|
|
|
$112
|
|
|
|
$25
|
|
|
|
($144
|
)
|
|
|
1
|
Related to the Company's NCF Retirement Plan settlement in the fourth quarter of 2018. See Note 17, "Employee Benefit Plans," for additional information.
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Income
|
|
|
|
|
|
||||||
Dividends 1
|
|
$2,380
|
|
|
|
$1,414
|
|
|
|
$1,300
|
|
Interest from loans to subsidiaries
|
30
|
|
|
25
|
|
|
15
|
|
|||
Interest from deposits at banks
|
25
|
|
|
22
|
|
|
12
|
|
|||
Other income
|
34
|
|
|
5
|
|
|
2
|
|
|||
Total income
|
2,469
|
|
|
1,466
|
|
|
1,329
|
|
|||
Expense
|
|
|
|
|
|
||||||
Interest on short-term borrowings
|
6
|
|
|
4
|
|
|
2
|
|
|||
Interest on long-term debt
|
161
|
|
|
137
|
|
|
140
|
|
|||
Employee compensation and benefits 2
|
40
|
|
|
103
|
|
|
57
|
|
|||
Service fees to subsidiaries
|
9
|
|
|
12
|
|
|
12
|
|
|||
Other expense
|
19
|
|
|
33
|
|
|
24
|
|
|||
Total expense
|
235
|
|
|
289
|
|
|
235
|
|
|||
Income before income tax benefit and equity in undistributed income of subsidiaries
|
2,234
|
|
|
1,177
|
|
|
1,094
|
|
|||
Income tax benefit
|
20
|
|
|
72
|
|
|
59
|
|
|||
Income before equity in undistributed income of subsidiaries
|
2,254
|
|
|
1,249
|
|
|
1,153
|
|
|||
Equity in undistributed income of subsidiaries
|
521
|
|
|
1,024
|
|
|
725
|
|
|||
Net income
|
|
$2,775
|
|
|
|
$2,273
|
|
|
|
$1,878
|
|
Total other comprehensive (loss)/income, net of tax
|
(446
|
)
|
|
1
|
|
|
(356
|
)
|
|||
Total comprehensive income
|
|
$2,329
|
|
|
|
$2,274
|
|
|
|
$1,522
|
|
|
December 31
|
||||||
(Dollars in millions)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash held at SunTrust Bank
|
|
$599
|
|
|
|
$701
|
|
Interest-bearing deposits held at SunTrust Bank
|
913
|
|
|
2,144
|
|
||
Interest-bearing deposits held at other banks
|
24
|
|
|
24
|
|
||
Cash and cash equivalents
|
1,536
|
|
|
2,869
|
|
||
Trading assets and derivative instruments
|
12
|
|
|
—
|
|
||
Securities available for sale
|
98
|
|
|
123
|
|
||
Loans to subsidiaries
|
1,261
|
|
|
1,218
|
|
||
Investment in capital stock of subsidiaries stated on the basis of the Company’s equity in subsidiaries’ capital accounts:
|
|
|
|
||||
Banking subsidiaries
|
24,630
|
|
|
24,590
|
|
||
Nonbanking subsidiaries
|
1,457
|
|
|
1,423
|
|
||
Goodwill
|
211
|
|
|
211
|
|
||
Other assets
|
686
|
|
|
547
|
|
||
Total assets
|
|
$29,891
|
|
|
|
$30,981
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Subsidiaries
|
|
$5
|
|
|
|
$205
|
|
Non-affiliated companies
|
354
|
|
|
350
|
|
||
Long-term debt:
|
|
|
|
||||
Non-affiliated companies
|
4,536
|
|
|
4,466
|
|
||
Other liabilities
|
819
|
|
|
909
|
|
||
Total liabilities
|
5,714
|
|
|
5,930
|
|
||
Shareholders’ Equity
|
|
|
|
||||
Preferred stock
|
2,025
|
|
|
2,475
|
|
||
Common stock
|
553
|
|
|
550
|
|
||
Additional paid-in capital
|
9,022
|
|
|
9,000
|
|
||
Retained earnings
|
19,522
|
|
|
17,540
|
|
||
Treasury stock, at cost, and other
|
(5,525
|
)
|
|
(3,694
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(1,420
|
)
|
|
(820
|
)
|
||
Total shareholders’ equity
|
24,177
|
|
|
25,051
|
|
||
Total liabilities and shareholders’ equity
|
|
$29,891
|
|
|
|
$30,981
|
|
|
Year Ended December 31
|
||||||||||
(Dollars in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
|
$2,775
|
|
|
|
$2,273
|
|
|
|
$1,878
|
|
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed income of subsidiaries
|
(521
|
)
|
|
(1,024
|
)
|
|
(725
|
)
|
|||
Depreciation, amortization, and accretion
|
3
|
|
|
5
|
|
|
3
|
|
|||
Deferred income tax expense
|
8
|
|
|
5
|
|
|
11
|
|
|||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3
|
|
|||
Net securities (gains)/losses
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Net increase in other assets
|
(158
|
)
|
|
(15
|
)
|
|
(129
|
)
|
|||
Net increase in other liabilities
|
26
|
|
|
122
|
|
|
62
|
|
|||
Net cash provided by operating activities
|
2,133
|
|
|
1,365
|
|
|
1,103
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Proceeds from maturities, calls, and paydowns of securities available for sale
|
23
|
|
|
38
|
|
|
49
|
|
|||
Proceeds from sales of securities available for sale
|
—
|
|
|
1
|
|
|
4
|
|
|||
Purchases of securities available for sale
|
—
|
|
|
(17
|
)
|
|
(4
|
)
|
|||
Net (increase)/decrease in loans to subsidiaries
|
(43
|
)
|
|
1,298
|
|
|
(889
|
)
|
|||
Other, net
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Net cash (used in)/provided by investing activities
|
(21
|
)
|
|
1,320
|
|
|
(843
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Net (decrease)/increase in short-term borrowings
|
(196
|
)
|
|
(211
|
)
|
|
5
|
|
|||
Proceeds from issuance of long-term debt
|
929
|
|
|
9
|
|
|
2,005
|
|
|||
Repayments of long-term debt
|
(873
|
)
|
|
(482
|
)
|
|
(1,784
|
)
|
|||
Proceeds from issuance of preferred stock
|
—
|
|
|
1,239
|
|
|
—
|
|
|||
Repurchase of preferred stock
|
(450
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(1,910
|
)
|
|
(1,314
|
)
|
|
(806
|
)
|
|||
Repurchase of common stock warrants
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||
Common and preferred stock dividends paid
|
(936
|
)
|
|
(723
|
)
|
|
(564
|
)
|
|||
Taxes paid related to net share settlement of equity awards
|
(45
|
)
|
|
(39
|
)
|
|
(48
|
)
|
|||
Proceeds from exercise of stock options
|
36
|
|
|
21
|
|
|
25
|
|
|||
Net cash used in financing activities
|
(3,445
|
)
|
|
(1,500
|
)
|
|
(1,191
|
)
|
|||
Net (decrease)/increase in cash and cash equivalents
|
(1,333
|
)
|
|
1,185
|
|
|
(931
|
)
|
|||
Cash and cash equivalents at beginning of period
|
2,869
|
|
|
1,684
|
|
|
2,615
|
|
|||
Cash and cash equivalents at end of period
|
|
$1,536
|
|
|
|
$2,869
|
|
|
|
$1,684
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosures:
|
|
|
|
|
|
||||||
Income taxes received from/(paid to) subsidiaries
|
|
$101
|
|
|
|
($489
|
)
|
|
|
($886
|
)
|
Income taxes (paid)/received by Parent Company
|
(105
|
)
|
|
414
|
|
|
812
|
|
|||
Net income taxes paid by Parent Company
|
|
($4
|
)
|
|
|
($75
|
)
|
|
|
($74
|
)
|
Interest paid
|
|
$164
|
|
|
|
$140
|
|
|
|
$135
|
|
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 Number
|
|
Description
|
|
Location
|
2
|
|
Agreement and Plan of Merger, dated February 7, 2019, by and between registrant and BB&T Corporation, incorporated by reference to Exhibit 2.1 to the registrant's Current Report on Form 8-K filed February 13, 2019.
|
|
(1)
|
|
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation, restated effective January 20, 2009, incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed January 22, 2009, as further amended by (i) Articles of Amendment dated December 13, 2012, incorporated by reference to Exhibit 3.1 and 4.1 to the registrant's Current Report on Form 8-K filed December 20, 2012, (ii) the Articles of Amendment dated November 6, 2014, incorporated by reference to Exhibit 3.1 and 4.1 to the registrant's Current Report on Form 8-K filed November 7, 2014, (iii) the Articles of Amendment dated May 1, 2017, incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed May 2, 2017, and (iv) the Articles of Amendment dated November 13, 2017, incorporated by reference to Exhibit 3.1 to the registrant's Current Report on Form 8-K filed November 14, 2017.
|
|
(1)
|
|
|
|
|
|
3.2
|
|
Bylaws of the Registrant, as amended and restated on October 15, 2018, incorporated by reference to Exhibit 3.2 to the registrant's Current Report on Form 8-K filed October 15, 2018.
|
|
(1)
|
|
|
|
|
|
4.1
|
|
Indenture between registrant and The First National Bank of Chicago, as Trustee, dated May 1, 1993, incorporated by reference to Exhibit 4(b) to Registration Statement No. 33-62162.
|
|
(1)
|
|
|
|
|
|
4.2
|
|
Indenture between registrant and PNC, N.A., as Trustee, dated May 1, 1993, incorporated by reference to Exhibit 4(a) to Registration Statement No. 33-62162.
|
|
(1)
|
|
|
|
|
|
4.3
|
|
Indenture between National Commerce Financial Corporation and The Bank of New York, as Trustee, dated as of March 27, 1997, incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of National Commerce Bancorporation (File No. 333-29251).
|
|
(1)
|
|
|
|
|
|
4.4
|
|
Form of Indenture between registrant and The First National Bank of Chicago, as Trustee, to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-25381 filed May 6, 1997.
|
|
(1)
|
|
|
|
|
|
4.5
|
|
First Supplemental Indenture between National Commerce Financial Corporation and the Bank of New York, as Trustee, dated as of March 27, 1997, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-4 of National Commerce Bancorporation (File No. 333-29251).
|
|
(1)
|
|
|
|
|
|
4.6
|
|
Form of Indenture between registrant and The First National Bank of Chicago, as Trustee, to be used in connection with the issuance of Subordinated Debt Securities, incorporated by reference to Exhibit 4.4 to Registration Statement No. 333-46123 filed February 11, 1998.
|
|
(1)
|
|
|
|
|
|
4.7
|
|
Indenture, dated as of October 25, 2006, between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.3 to the registrant's Registration Statement on Form 8-A filed on December 5, 2006.
|
|
(1)
|
Exhibit Number
|
|
Description
|
|
Location
|
4.8
|
|
Form of First Supplemental Indenture (to Indenture dated as of October 25, 2006) between SunTrust Banks, Inc. and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.5 to the registrant's Registration Statement on Form 8-A filed on October 24, 2006.
|
|
(1)
|
|
|
|
|
|
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.
|
|
(1)
|
|
|
|
|
|
4.10
|
|
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.
|
|
(1)
|
|
|
|
|
|
4.11
|
|
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 4.3.2 to registrant's Post-Effective Amendment No. 1 to Form S-3 filed on October 18, 2006.
|
|
(1)
|
|
|
|
|
|
4.12
|
|
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.
|
|
(1)
|
|
|
|
|
|
4.13
|
|
Form of Series G Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 to registrant's Current Report on Form 8-K filed May 2, 2017.
|
|
(1)
|
|
|
|
|
|
4.14
|
|
Form of Series H Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 to registrant's Current Report on Form 8-K filed November 14, 2017.
|
|
(1)
|
|
|
|
|
|
10.1*
|
|
SunTrust Banks, Inc. Annual Incentive Plan, amended and restated as of January 1, 2018.
|
|
(2)
|
|
|
|
|
|
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 Non-Employee Director Restricted Stock Award Agreement; (v) Form of Non-Employee Director Restricted Stock Unit Award Agreement; (vi) Form of Nonqualified Stock Option Award Agreement with clawback under the SunTrust Banks, Inc. 2009 Stock Plan; (vii) Form of Restricted Stock Unit Agreement, 2016 Return on Tangible Common Equity; (viii) Form of Restricted Stock Unit Agreement, 2016 Retention I; (ix) Form of Restricted Stock Unit Agreement, 2016 Retention II; (x) Form of Restricted Stock Unit Award Agreement, 2016 ROTCE/TSR; (xi) Form of Performance Vested Restricted Stock Unit Award Agreement, 2017, (ROTCE/TSR); (xii) Form of Time Vested Restricted Stock Unit Award Agreement, 2017, Type I (VIR); (xiii) Form of Time Vested Restricted Stock Unit Award Agreement, 2017, Type II; (xiv) Form of Performance Vested Restricted Stock Unit Award Agreement, 2018, Type I; (xv) Form of Performance Vested Restricted Stock Unit Award Agreement, 2018, Type II; (xvi) Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type I; (xvii) Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type II; (xviii) Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type III; and (xix) Form of Time Vested Restricted Stock Unit Award Agreement, 2018, Type IV, incorporated by reference to:
|
|
(1)
|
|
|
(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 of the Company's Current Report on Form 8-K filed April 27, 2011; (v) Exhibit 10.2 of the Company's Current Report on Form 8-K filed April 27, 2011; (vi) Exhibit 10.29 of the Company's Annual Report on Form 10-K filed February 24, 2012; (vii) Exhibit 10.7 of the Company's Annual Report on Form 10-K filed February 23, 2016; (viii) Exhibit 10.1 of the Company's Current Report on Form 8-K filed February 12, 2016; (ix) Exhibit 10.2 of the Company's Current Report on Form 8-K filed February 12, 2016; (x) Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed May 4, 2016; (xi to xiii) Exhibit 10.19, Exhibit 10.20, and Exhibit 10.21 of the Company's Annual Report on Form 10-K filed February 24, 2017; and (xiv) to (xix) Exhibit 10.18, Exhibit 10.19, Exhibit 10.20, Exhibit 10.21, Exhibit 10.22, and Exhibit 10.23 of the Company's Annual Report on Form 10-K filed February 23, 2018.
|
|
|
|
|
|
|
|
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 and (ii) 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 and (ii) Exhibit 10.74 of the registrant's Quarterly Report on Form 10-Q filed May 8, 2006.
|
|
(1)
|
|
|
|
|
|
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.
|
|
(1)
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Location
|
10.5*
|
|
SunTrust Banks, Inc. Supplemental Executive Retirement Plan, amended and restated as of January 1, 2011, incorporated by reference to Exhibit 10.7 to the registrant's Quarterly Report on Form 10-Q filed August 9, 2011, as further amended by Amendment Number One, effective as of January 1, 2012, incorporated by reference to Exhibit 10.10 to the registrant's Annual Report on Form 10-K filed February 24, 2012.
|
|
(1)
|
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10.6*
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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.
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(1)
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10.7*
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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.
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(1)
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10.8*
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Executive Severance Plan, amended and restated January 1, 2019.
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(2)
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10.9*
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SunTrust Banks, Inc. Deferred Compensation Plan, amended and restated effective as of January 1, 2015, incorporated by reference to Exhibit 10.10 to the registrant's Annual Report on Form 10-K filed February 24, 2015.
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(1)
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10.10*
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SunTrust Banks, Inc. 401(k) Plan, amended and restated effective as of January 1, 2016, incorporated by reference to Exhibit 10.13 to the registrant's Annual Report on Form 10-K filed February 24, 2017.
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(1)
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10.11*
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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.
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(1)
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10.12
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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 (i) 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, and (ii) the Agent Accession Letter, dated April 25, 2018, between SunTrust Banks, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, incorporated by reference to Exhibit 1.2 to the registrant's Current Report on Form 8-K filed April 26, 2018.
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(1)
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10.13*
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SunTrust Banks, Inc. 2018 Omnibus Incentive Compensation Plan, incorporated by reference to Appendix B to Registrant's definitive Proxy Statement filed March 9, 2018 together with (i) Form of Non-employee Director Restricted Stock Award Agreement; (ii) Form of Performance-Vested Restricted Stock Unit Award Agreement, Type I; (iii) Form of Performance-Vested Restricted Stock Unit Award, Type II; (iv) Form of Time-Vested Restricted Stock Unit Award Agreement, Type I; (v) Form of Time-Vested Restricted Stock Unit Award Agreement, Type II; (vi) Form of Time-Vested Restricted Stock Unit Award Agreement, Type III; and (vii) Form of Time-Vested Restricted Stock Unit Award Agreement, Type IV, incorporated by reference to: (i) to (vii) Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit 10.5, Exhibit 10.6, Exhibit 10.7, and Exhibit 10.8 of the registrant's Quarterly Report on Form 10-Q filed May 4, 2018.
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(1)
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SunTrust Banks, Inc. Directors Deferred Compensation Plan, amended and restated as of January 1, 2009, incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed January 7, 2009, as further amended by Amendment Number One, effective as of January 1, 2018, filed herewith.
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(2)
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Registrant's Subsidiaries.
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(2)
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Consent of Independent Registered Public Accounting Firm.
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(2)
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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.
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(2)
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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.
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(2)
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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.
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(2)
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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.
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(2)
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Exhibit Number
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Description
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Location
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Recoupment Policy.
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(2)
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101
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Interactive Data File (XBRL tags are embedded within the Inline XBRL document).
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(2)
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*
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Management contract or compensatory plan or arrangement
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(1)
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incorporated by reference
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(2)
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filed herewith
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Item 16.
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FORM 10-K SUMMARY
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SUNTRUST BANKS, INC.
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(Registrant)
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By: /s/ William H. Rogers, Jr.
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William H. Rogers, Jr.,
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Chairman of the Board and Chief Executive Officer
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Signatures
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Date
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Title
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Principal Executive Officer:
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/s/ William H. Rogers, Jr.
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February 14, 2019
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Chairman of the Board and
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William H. Rogers, Jr.
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Chief Executive Officer
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Principal Financial Officer:
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/s/ L. Allison Dukes
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February 14, 2019
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Corporate Executive Vice President and
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L. Allison Dukes
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Chief Financial Officer
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Principal Accounting Officer:
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/s/ R. Ryan Richards
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February 14, 2019
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Senior Vice President and Controller
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R. Ryan Richards
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||
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Directors:
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/s/ Agnes Bundy Scanlan
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February 15, 2019
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Director
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Agnes Bundy Scanlan
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/s/ Dallas S. Clement
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February 15, 2019
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Director
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Dallas S. Clement
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/s/ Paul R. Garcia
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February 15, 2019
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Director
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Paul R. Garcia
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/s/ M. Douglas Ivester
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February 15, 2019
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Director
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M. Douglas Ivester
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/s/ Donna S. Morea
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February 15, 2019
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Director
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Donna S. Morea
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||
/s/ David M. Ratcliffe
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February 15, 2019
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Director
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David M. Ratcliffe
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/s/ Frank P. Scruggs, Jr.
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February 15, 2019
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Director
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Frank P. Scruggs, Jr.
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||
/s/ Bruce L. Tanner
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February 15, 2019
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Director
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Bruce L. Tanner
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/s/ Steven C. Voorhees
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February 15, 2019
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Director
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Steven C. Voorhees
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/s/ Thomas R. Watjen
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February 15, 2019
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Director
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Thomas R. Watjen
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A.
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The Plan was established as the Management Incentive Plan (MIP) and was originally approved by the Company’s shareholders in 1995. The MIP was amended and reapproved by the Company’s shareholders in 2000, 2005 and 2010. Effective January 1, 2012, the MIP was amended to change the name to the Annual Incentive Plan (AIP) and to add clawback provisions permitting the Company to recover certain amounts previously awarded or paid under the Plan. The AIP then was amended and restated to revise the material terms of the performance goals and approved by the Company’s shareholders at the annual meeting of shareholders in 2014. The AIP is now hereby amended and restated by the Compensation Committee of the Board of Directors of the Company effective with respect to Awards granted on and after January 1, 2018. The Plan shall continue for an indefinite term until terminated by the Board; provided, however, that the Company and the Committee after such termination shall continue to have full administrative power to take any and all action contemplated by the Plan which is necessary or desirable and to make payment of any Awards earned by Participants during any then unexpired Plan Year. The Board or the Committee may amend the Plan in any respect from time to time.
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B.
|
It was the intent of the Company that the Plan and any Awards payable under the Plan to covered employees within the meaning of Section 162(m) of the Code satisfied the applicable requirements of Section 162(m) of the Code to qualify Awards to covered employees for the exemption from the deduction limits under Section 162(m) of the Code for qualified performance-based compensation within the meaning of Section 162(m) of the Code. The Tax Cuts and Jobs Act of 2017 (the TCJA), however, eliminated the exemption for qualified performance-based compensation, effective for tax years beginning on and after January 1, 2018. The TCJA, however, also provided a transition rule pursuant to which Awards to covered employees that qualify as qualified performance-based compensation and were outstanding on November 2, 2017 and not modified in any material respect thereafter would continue to be exempt from the deduction limits of Section 162(m) of the Code. Accordingly, Awards granted under the Plan prior to January 1, 2018, and awards granted on or after January 1, 2018 that are intended to continue to qualify under the transition rule, shall continue to be governed by the terms of the Plan for qualified performance-based compensation as in effect prior to this amendment and restatement, and none of the provisions of the Plan shall apply to any Awards to the extent such provisions would result in the Award no longer qualifying as qualified performance-based compensation, so that the TCJA transition rule will be available for such Awards to the maximum extent possible.
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A.
|
As used in this Plan, the following terms shall have the meanings indicated, unless the context clearly requires another meaning:
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1.
|
"Award" means the right, subject to the terms of the Plan, to receive a cash payment which represents a percentage of a Participant’s Base Wages as determined by the Committee in accordance with Section 5 hereof, in the event the Company, Subsidiary Corporation, Business Unit or individual achieves the Performance Measures or other goals established pursuant to Section 5 and/or satisfies the other terms and conditions for payment of the Award.
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2.
|
"Base Wages" means the base salary or other base cash compensation paid to a Participant by the Company or a Subsidiary Corporation during a Plan Year, excluding bonuses, overtime, commissions and other extra compensation, fringe benefits, deferred compensation, reimbursed expenses and contributions made by the Company or a Subsidiary Corporation to this or any other employee benefit plan maintained by the Company or a Subsidiary Corporation, prior to reduction of any such base salary or other base cash compensation for any deferrals under any qualified or nonqualified benefit plan of the Company or any Subsidiary Corporation, including without limitation under Code Sections 125, 129, 132(f) or 402(e)(3).
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3.
|
"Beneficiary" means one or more persons or entities that become entitled to receive any amount payable under this Plan at the Participant’s death. The Participant’s Beneficiary is the Participant’s surviving spouse, unless the Participant designates one or more persons or entities to be the Participant’s Beneficiary. The Participant may make, change or revoke a Beneficiary designation at any time before the Participant’s death without the consent of the Participant’s spouse or anyone the Participant previously named as a Beneficiary, and the Participant may designate primary and secondary Beneficiaries. A Beneficiary designation must comply with procedures established by the Committee and must be received by the Committee before the Participant’s death. If the Participant dies without a valid Beneficiary designation (as determined by the Committee) and has no surviving spouse, the Beneficiary shall be the Participant’s estate.
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4.
|
"Board" means the Board of Directors of the Company.
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5.
|
"Business Unit" means a division or other business unit of the Company or a Subsidiary Corporation designated as a distinct entity for the purpose of setting performance goals and measuring performance.
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6.
|
"Code" means the Internal Revenue Code of 1986, as amended.
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7.
|
"Committee" means the Compensation Committee of the Board or any other Committee of the Board to which the responsibility to administer this Plan is delegated by the Board; provided, however, such Committee shall consist of at least two members of the Board, who shall not be eligible to receive an Award under the Plan and each of whom shall be (i) an independent director within the meaning of the NYSE listing standards and (ii) a non-employee director and a disinterested person within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
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8.
|
"Company" means SunTrust Banks, Inc., a Georgia corporation, and any successor thereto.
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9.
|
"Change in Control" means a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect at the time of such change in control, pursuant to which (i) any person (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), is or becomes the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities representing 30% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of 24 consecutive months persons who were members of the Board immediately prior to such 24-month period, together with persons who were first elected as directors (other than as the result of any settlement of a proxy or consent solicitation contest or any action taken to avoid such a contest) during such 24-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 24-month period and who constituted a majority of the Board at the time of such election, cease to constitute a majority of the Board; (iii) there is a consummation of any reorganization, merger, consolidation or share exchange (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or disposition of 50% or more of the assets or business of the Company, unless the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own more than 60% or more of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction, in substantially the same proportion that each such person had beneficially owned shares of the Company’s common stock immediately before the consummation of such transaction, and determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by such persons immediately before the consummation of such transaction.
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10.
|
"Employment" means continuous employment with the Company or a Subsidiary Corporation from the beginning to the end of each Plan Year, which continuous employment shall not be considered to be interrupted by transfers between the Company and a Subsidiary Corporation or between Subsidiary Corporations.
|
11.
|
"Final Value" means the value of an Award determined in accordance with Sections 5 and 6 as the basis for payments to Participants as of the end of a Plan Year.
|
12.
|
"NYSE" means the New York Stock Exchange.
|
13.
|
"Participant" means an employee of the Company and/or any Subsidiary Corporation who is selected by the Committee or the Committee’s delegate to participate in the Plan based upon the employee’s contributions or expected contributions to the future growth and profitability of the Company and/or its Subsidiary Corporations.
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14.
|
"Performance Measures" means the financial objectives set by the Committee for each Plan Year pursuant to Section 5 from any financial performance measures the Committee deems appropriate, including without limitation any one or any combination of the following: (i) return over capital costs, (ii) total earnings, (iii) consolidated earnings, (iv) earnings per share, (v) net earnings, (vi) earnings before interest expense, taxes, depreciation, amortization and other non-cash items, (vii) earnings before interest and taxes, (viii) consolidated net income, (ix) the market capitalization of Company stock, (x) stock price, (xi) return on assets, (xii) total shareholder return, (xiii) expenses or the reduction of expenses, (xiv) revenue growth, (xv) efficiency ratios, (xvi) economic value added, (xvii) return on equity, (xviii) return on tangible equity, (xix) cash return on equity, (xx) cash return on tangible equity, (xxi) net income available to common shareholders, (xxii) book value per share, (xxiii) pre-tax income or growth, (xxiv) operating earnings per share of stock or growth (excluding one-time, non-core items), (xxv) cash earnings per share of stock or growth, (xxvi) cash operating earnings per share of stock or growth excluding one-time, non-core items), (xxvii) cash return on assets (xxviii) operating leverage, (xxix) net interest margin, (xxx) Tier 1 capital, (xxxi) risk-adjusted net interest margin, (xxxii) total risk-based capital ratio, (xxxiii) tangible equity and tangible assets, (xxxiv) tangible common equity and tangible assets, (xxxv) tangible book value per share, (xxxvi) loan balances or growth, (xxxvii) deposit balances or growth, (xxxviii) low cost deposit balances or growth, (xxxix) common equity Tier 1, (xl) value at risk, (xli) market value of equity, (xlii) price to earnings ratio, (xliii) loan to deposit ratio, (xliv) net charge-off ratio, (xlv) allowance for loan losses to total loans ratio, (xlvi) allowance to nonperforming loan ratio, (xlvii) delinquent loans to total loans ratio, (xlviii) leverage ratio, (xlix) liquidity coverage ratio, (l) dividend payout ratio, (li) credit ratings (lii) net interest income sensitivity, (liii) pre-provision net revenue, (liv) return on tangible common equity, (lv) any financial metric required to be reported under Basel III, including but not limited to common equity Tier 1 and risk-weighted assets, (lvi) growth or change in any of the foregoing over a specified period of time, (lvii) any measure or ratio calculated using any combination of the foregoing or (lviii) peer group comparisons of any of the aforementioned performance conditions. Any Performance Measures that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (GAAP) or may be adjusted when established or at any time thereafter to include or exclude any items otherwise includable or excludable under GAAP. Any applicable Performance Measures may be applied on a pre- or post-tax basis. The Committee may, on the grant or at any time thereafter, provide that the formula for such Award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, infrequently occurring, nonrecurring gain or loss. The levels of performance required with respect to Performance Measures may be expressed in absolute or relative levels and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Measures may differ for Awards to different Participants. The Committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each Financial Goal for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Measures may apply to the Participant, the Company and its consolidated subsidiaries, any one or more departments, accounting segments, lines of business, units, divisions or functions within the Company or any one or more Subsidiary Corporations; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices).
|
15.
|
"Plan" means the SunTrust Banks, Inc. Annual Incentive Plan as amended and restated in this document and all subsequent amendments.
|
16.
|
"Plan Year" means a single calendar year period as set by the Committee which commences on the first day of such period.
|
17.
|
"Proportionate Final Value" means the product of a fraction, the numerator of which is the actual number of days in a Plan Year that an employee was employed by the Company or a Subsidiary Corporation and the denominator of which is the total number of days in that Plan Year, multiplied by the Final Value of an Award. Alternatively, the Committee may, in its discretion and on a consistent basis for all similarly situated Participants, determine the Proportionate Final Value of an Award as the product of the specified percent, if any, determined in accordance with
|
18.
|
"Retirement" means, unless otherwise determined by the Committee at the time the Award is granted, the Participant’s Employment terminates (i) for Awards granted for Plan Years ending on or before December 31, 2018, on or after attaining age 55 and completing 5 years of vesting service, and (ii) for Awards granted for Plan Years ending after December 31, 2018, on or after attaining age 60 and completing 10 years of vesting service, in case of both (i) and (ii) as determined under the SunTrust Banks, Inc. Retirement Plan.
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19.
|
"Subsidiary Corporation" means a corporation other than the Company in an unbroken chain of corporations beginning with the Company if, at the time of granting the Award, each of the corporations other than the last corporation in the unbroken chain owns shares or stock possessing fifty percent (50%) or more of the total combined voting power of all classes of shares or stock in one of the other corporations in such chain.
|
20.
|
"TCJC" means the Tax Cut and Jobs Act of 2017.
|
21.
|
"Termination Value" means the value of an Award as determined by the Committee, in its absolute discretion, upon the early termination of a Plan Year, which value shall be the basis for the payment of an Award to a Participant, in accordance with Sections 8A or 8B of the Plan based on the Participant’s Employment prior to the early termination of such Plan Year.
|
B.
|
In the construction of the Plan, the masculine shall include the feminine and the singular shall include the plural in all instances in which such meanings are appropriate. The Plan and all agreements executed pursuant to the Plan shall be governed by the laws of Georgia (excluding its choice-of-law rules).
|
A.
|
The Committee may, from time to time, adopt rules and regulations and prescribe forms and procedures for carrying out the purposes and provisions of the Plan. The Committee shall have the sole and final authority to designate Participants, determine Awards, designate the Plan Year, determine Performance Measures and other goals, determine Final Value of Awards, and answer all questions arising under the Plan, including questions on the proper construction and interpretation of the Plan. Any interpretation, decision or determination made by the Committee shall be final, binding and conclusive upon all interested parties, including the Company and its Subsidiary Corporations, Participants and other employees of the Company or any Subsidiary Corporation, and the successors, heirs and representatives of all such persons.
|
B.
|
Subject to the express provisions of the Plan and at such time or times as the Committee shall determine, the Committee shall in writing:
|
1.
|
Designate the Plan Year which shall begin on the first day of such year.
|
2.
|
Designate the Participants for each such Plan Year.
|
3.
|
Establish the Performance Measures or other goals for the Company, designated Subsidiary Corporations and Business Units and Participants for each such Plan Year, if any, or such other terms and conditions as may apply for each such Plan Year. The Award may be contingent upon the Participant's continued employment or service in addition to the Performance Measures or any other terms and conditions.
|
4.
|
Establish the method of calculating the Final Value of each Award.
|
5.
|
Authorize management (a) to notify each Participant that he has been selected as a Participant and to inform him of the Performance Measures or other goals or other terms and conditions that have been established for such Plan Year and (b) to obtain from him such agreements and powers and designations of beneficiaries as it shall reasonably deem necessary for the administration of the Plan.
|
C.
|
During any Plan Year, the Committee may, if it determines that it will promote the purpose of the Plan, designate as additional Participants any employees of the Company and its Subsidiary Corporations who have been hired, transferred or promoted into a position eligible for participation in the Plan. The individual’s designation as a Participant shall be subject to the same restrictions, limitations, Performance Measures or other goals, other terms and conditions and other
|
D.
|
During any Plan Year, the Committee may, if it determines it will promote the purpose of the Plan, revoke the Committee’s prior designation of an employee as a Participant under the Plan for a Plan Year.
|
E.
|
The Committee may revise the Performance Measures or other goals and/or the other terms and conditions for any Plan Year to the extent the Committee, in the exercise of its absolute discretion, believes necessary to achieve the purpose of the Plan, including without limitation in light of any unexpected or unusual circumstances or events, including, but not limited to, changes in accounting rules, accounting practices, tax laws and regulations, or in the event of mergers, acquisitions, divestitures, unanticipated increases in Federal Deposit Insurance premiums, and extraordinary or unanticipated economic circumstances.
|
F.
|
The Committee may delegate any of its responsibilities under this Plan to such members of management of the Company as the Committee shall select.
|
A.
|
Performance Measures
|
B.
|
Other Goals, Terms and Conditions
|
A.
|
Promptly after the date on which the necessary information for a particular Plan Year becomes available, the Committee, or such persons as the Committee shall designate, shall determine in accordance with Section 5 the extent to which the Performance Measures or other goals, terms and conditions have been achieved for such Plan Year and authorize the cash payment of the Final Value of an Award, if any, to each Participant. The Committee, prior to payment of the Awards, shall review and ratify the Award determinations and shall certify such Award determinations in writing. Payment of Awards shall be made in the year following the Plan Year with respect to which the Performance Measures related and as soon as practical after the certification of Awards by the Committee, but no later than March 15 of the year following the Plan Year to which the Award relates. Each Award shall be paid in cash after deducting the amount of applicable Federal, state, and local withholding taxes of any kind required by law to be withheld by the Company. All Awards, whether paid currently or paid under any plan which defers payment, shall be payable out of the Company’s general assets. Each Participant’s claim, if any, for the payment of an Award, whether made currently or made under any plan which defers payment, shall not be superior to that of any general and unsecured creditor of the Company. If an error or omission is discovered in any of the determinations, the Committee shall cause an appropriate equitable adjustment to be made in order to remedy such error or omission.
|
B.
|
Notwithstanding the terms of any Award and the achievement of any Performance Goals or other goals, terms and conditions, the Committee in its sole and absolute discretion may increase or reduce the amount of the Award payable to any Participant for any reason whatsoever, including without limitation where the Committee determines that the Performance Measures or other goals, terms and conditions underlying an Award had become an inappropriate measure of achievement for a Participant, that there was a change in the Participant’s employment status, position or duties or in the Committee’s expectation of his level of performance or that the Participant was working for less than the entire Plan Year.
|
C.
|
Notwithstanding any other provision of the Plan, in no event may an award payable to any Participant under the Plan exceed $5 million for any Plan Year.
|
D.
|
In accordance with the terms set forth in the SunTrust Banks, Inc. Deferred Compensation Plan, a Participant may elect to defer receipt of a portion of his Award, if any, for each Plan Year, and any such election shall be made in accordance with the procedures and limits established under such deferred compensation plan.
|
A.
|
Except as otherwise provided in this Section 7 or in Section 8 or except as otherwise announced by the Committee, an Award to a Participant shall be forfeited if the Participant’s Employment terminates during the Plan Year to which the Award relates or during the period January 1 through the last day of February of the year immediately following the end of the Plan Year to which the Award relates. If a Participant terminates Employment during the period January 1 through the last day of February of the year immediately following the end of the Plan Year to which an Award relates, and if such termination of Employment is because of his death, his disability as described in Section 7C, or his Retirement or a reduction in force which results in a severance benefit payment as described in Section 7D, then the Committee shall waive the Employment condition and authorize the payment of the Award to the Participant based on the Final Value, if any, of his Award, unless the Committee in its discretion feels the Award should be forfeited. No payment is due the Participant for any forfeited Award.
|
B.
|
If a Participant’s Employment terminates prior to the end of the Plan Year to which the Award relates on account of his death, the Committee shall waive the Employment condition and shall authorize the payment of an Award on behalf of such Participant in accordance with Section 10B at the end of such Plan Year based on the Proportionate Final Value, if any, of his Award, unless the Committee in its discretion feels the Award should be forfeited.
|
C.
|
If a Participant’s Employment terminates prior to the end of the Plan Year to which the Award relates on account of disability under a long-term disability plan maintained by the Company or a Subsidiary Corporation, the Committee shall waive the Employment condition and shall authorize the payment of an Award to such Participant at the end of such Plan Year based on the Proportionate Final Value, if any, of his Award, unless the Committee in its discretion feels the Award should be forfeited.
|
D.
|
If a Participant’s Employment terminates prior to the end of any Plan Year on account of his Retirement, or on account of a reduction in force which results in a severance benefit payment to the Participant pursuant to the terms of the SunTrust Banks, Inc. Severance Pay Plan or the SunTrust Banks, Inc. Executive Severance Plan or any successors to such plans (including the requirement that the Participant sign and not revoke the Severance Agreement, Waiver and Release required under any such plans), the Committee shall waive the Employment condition and shall authorize the payment of an Award to such Participant at the end of such Plan Year based on the Proportionate Final Value, if any, of his Award, unless the Committee in its discretion feels the Award should be forfeited.
|
A.
|
In the event a Change in Control occurs prior to the end of any Plan Year, the Committee shall waive any and all Plan conditions and shall authorize the payment of an Award immediately to each Participant based on the Termination Value, if any, of his Award; provided, however, if an Award is then subject to Code section 409A, the payment of such Award pursuant to this Section 8A shall not be made unless the Change in Control also constitutes, and such payment is made upon, a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 409A(a)(2)(A)(v).
|
B.
|
If a tender or exchange offer is made other than by the Company for shares of the Company’s stock and results in a Change in Control prior to the end of any Plan Year, the Committee may waive any and all Plan conditions and authorize, at any time after the Change in Control and within thirty (30) days following completion of such tender or exchange offer, the payment of an Award immediately to each Participant based on the Termination Value, if any, of his Award; provided, however, if an Award is then subject to Code section 409A, the payment of such Award pursuant to this Section 8B shall not be made unless the tender or exchange offer also constitutes, and such payment is made upon, a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 409A(a)(2)(A)(v).
|
C.
|
A Plan Year for an Award shall terminate upon the Committee’s authorization of the payment of such Award during such Plan Year pursuant to this Section 8 and no further payments shall be made for such Plan Year with respect to such Award.
|
D.
|
If vesting of an Award is contingent on the Participant’s Employment during the period January 1 through the last day of February of the year immediately following the end of the Plan Year to which an Award relates, and if a Change in Control occurs during that period or if a tender or exchange offer is made by another corporation during that period, as described in Section 8A or 8B above, the Committee shall, in the event of such Change in Control, or may, at any time after the Change in Control and within thirty (30) days following completion of such tender or exchange offer, authorize the payment, at Final Value, of all outstanding Awards to Participants in Employment on the last day of the Plan Year to which the Awards relate. If any Award payable under this Section 8D is then subject to Code section 409A, no payment shall be made unless the Change in Control or such tender or exchange offer, as applicable, also constitutes, and such payment is made upon, a Change in Control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 409A(a)(2)(A)(v).
|
A.
|
A Participant may not alienate, assign, transfer or otherwise encumber his rights and interests under this Plan and any attempt to do so shall be null and void.
|
B.
|
In the event of a Participant’s death, the Committee shall authorize payment of any Award due a Participant under Section 7B to the Participant’s Beneficiary.
|
SUNTRUST BANKS, INC.
|
|
BY:
|
______________________________________
|
TITLE:
|
______________________________________
|
DATED:
|
______________________________________
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|
a.
|
the Executive's willful and continued failure to perform his job duties in a satisfactory manner after written notice from SunTrust or Affiliate to Executive and a thirty (30) day period in which to cure such failure;
|
b.
|
the Executive's conviction or plea of nolo contendere of a felony or engagement in a dishonest act, misappropriation of funds, embezzlement, criminal conduct or common law fraud;
|
c.
|
the Executive's material violation of the Code of Business Conduct and Ethics of SunTrust or any Affiliate;
|
d.
|
the Executive's engagement in an act that materially damages or materially prejudices SunTrust or any Affiliate or the Executive's engagement in activities materially damaging to the property, business or reputation of SunTrust or any Affiliate; or
|
e.
|
the Executive's failure and refusal to comply in any material respect with the current and any future amended policies, standards and regulations of SunTrust, any Affiliate and/or their regulatory agencies, if such failure continues after written notice from SunTrust or Affiliate to the Executive and a thirty (30) day period in which to cure such failure, or the determination by any such governing agency that the Executive may no longer serve as an officer of SunTrust or the Affiliate; provided, however,
|
f.
|
With respect to the Chief Executive Officer and the Plan Administrator if the Plan Administrator is an Executive, no such act, omission or event shall be treated as Cause unless (i) the Executive has been provided a detailed, written statement of the basis for SunTrust’s belief that such act, omission or event constitutes Cause and, if the allegation is under Subsection (a) or (e) of this Section, has had at least a thirty (30) day period to take corrective
|
g.
|
With respect to all other Executives, no such act, omission or event shall be treated as Cause unless (i) the Executive has been provided a detailed, written statement of the basis for SunTrust’s belief that such act, omission or event constitutes Cause and, if the allegation is under Subsection (a) or (e) of this Section, has had at least a thirty (30) day period to take corrective action and (ii) the Plan Administrator, after the end of such thirty (30) day correction period (if applicable), determines reasonably and in good faith Cause does exist.
|
a.
|
It does not require significantly more business-related travel on an ongoing basis than the Executive’s present position. Business-related travel means travel for or on behalf of SunTrust or an Affiliate, which requires the Executive to stay overnight away from the Executive’s residence. Unless the Plan Administrator announces otherwise, an anticipated increase of 33% or more in required business-related travel for the new position is treated as significant provided, however, if the anticipated travel increase for the new position is three (3) or fewer nights per month, this increase will not be considered significant, regardless of the percentage increase.
|
b.
|
It is at the same location, or at a location requiring an additional commute (one-way) of no more than 25 additional miles from the Executive’s current residence to the Executive’s new work location.
|
c.
|
It has an annual base salary that is at least 90% of the Executive’s current annual base salary.
|
a.
|
Good Reason as defined under any employment, change in control or service agreement between SunTrust or any Affiliate and the Executive or, if no such employment, change in control or service agreement exists or if such employment, change in control or service agreement does not contain any such definition, Good Reason means, without the Executive’s consent, the following occurring after a Change in Control but before the end of the Executive’s Protection Period:
|
i.
|
any action taken by SunTrust or an Affiliate which results in a material reduction in the Executive’s authority, duties or responsibilities (except that any change in the foregoing that results solely from
|
ii.
|
the assignment to the Executive of duties that are materially inconsistent with Executive’s authority, duties or responsibilities;
|
iii.
|
any material decrease in the Executive’s base salary or annual bonus opportunity, except to the extent SunTrust has instituted a salary or bonus reduction generally applicable to all similar employees of SunTrust other than in contemplation of or after a Change in Control;
|
iv.
|
the relocation of the Executive to any principal place of employment other than that as of the date of the Change in Control, or any requirement that Executive relocate his residence other than to that as of the date of the Change in Control, without the Executive's express written consent to either such relocation, which in either event would increase the Executive’s commute by more than fifty (50) miles; provided, however, this Subsection shall not apply in the case of business travel which requires the Executive to relocate temporarily for periods of ninety (90) days or less; or
|
v.
|
the failure by SunTrust to pay to the Executive any portion of the Executive’s base salary or annual bonus within thirty (30) days after the date the same is due.
|
b.
|
Notwithstanding Subsection (a) of this Section, and without limitation, "Good Reason" shall not include any resignation by the Executive where Cause for the Executive's termination by SunTrust or an Affiliate exists. The Executive must give SunTrust or Affiliate that employs the Executive notice of any event or condition that would constitute "Good Reason" within thirty (30) days of the event or condition which would constitute "Good Reason," and upon the receipt of such notice SunTrust or Affiliate that employs the Executive shall have thirty (30) days to remedy such event or condition. If such event or condition is not remedied within such thirty (30)-day period, any termination of employment by the Executive for "Good Reason" must occur within thirty (30) days after the period for remedying such condition or event has expired.
|
a.
|
An Executive’s involuntary Separation from Service with SunTrust and all Affiliates, other than during an Executive’s Protection Period:
|
i.
|
due to a reduction-in-force (RIF), job elimination, job consolidation, merger or divestiture;
|
ii.
|
resulting from an involuntary transfer or job re-assignment to a non-Equivalent Position (this provision does not include a transfer of employment to an entity outside SunTrust’s controlled group); or
|
iii.
|
due to a job evaluation that results in changes to the Executive’s existing position such that the existing and the new positions are not Equivalent Positions.
|
b.
|
Notwithstanding Subsection (a) of this Section, and without limitation, a Qualifying Termination does not include a termination of an Executive’s employment due to any of the following reasons:
|
i.
|
an involuntary termination of employment for any reason not listed in Subsection (a) of this Section;
|
ii.
|
a voluntary termination of employment by the Executive;
|
iii.
|
a voluntary transfer to a position with an Affiliate;
|
iv.
|
an offer of an Equivalent Position by SunTrust or an Affiliate or a transfer to an Equivalent Position with SunTrust or an Affiliate;
|
v.
|
a demotion, transfer or termination resulting from disciplinary action, poor job performance or for Cause;
|
vi.
|
a transfer of employment or job reassignment in connection with a sale of assets or stock, or a merger, or other means of acquisition or divestiture of any SunTrust entity or an Affiliate (including but not limited to, SunTrust, an Affiliate or a division, unit, subsidiary or other part of SunTrust or an Affiliate);
|
vii.
|
a continuation of employment with a SunTrust entity after it ceases to be part of the SunTrust controlled group as a result of a corporate transaction;
|
viii.
|
a transfer of employment, rebadging or job reassignment at the direction of SunTrust to an entity outside the SunTrust controlled group in connection with an outsourcing transaction, or similar transaction (transfer of employment, rebadging and job reassignment does not include situations where employees are hired by a third-party vendor and deployed on the SunTrust account following the employees’ termination (voluntary or involuntary) of employment from SunTrust); or
|
ix.
|
acceptance of any position with SunTrust or an Affiliate, regardless of whether such position is an Equivalent Position.
|
a.
|
If an Executive participates in the AIP at the time of his Separation from Service during the Protection Period, the Target Bonus Percentage means the target bonus percentage determined under the AIP.
|
b.
|
If an Executive was not eligible to participate in the AIP but participates in a FIP at the time of his Separation from Service during the Protection Period, the amount described in this Target Bonus Percentage shall mean the average of the Executive’s payments under the FIP for the three (3) complete Plan Years immediately preceding Separation from Service expressed as a percent of the Executive’s Base Salary.
|
c.
|
In the event an Executive was not eligible to participate in the AIP or any FIP at Separation from Service during the Protection Period, the amount described in this Section shall be the average of the Executive’s annual bonus for the three (3) complete Plan Years immediately preceding Separation from Service expressed as a percent of the Executive’s Base Salary.
|
a.
|
An individual’s status as an Executive shall terminate and the Executive shall cease eligibility for benefits under the Plan on the earliest to occur of the following events:
|
b.
|
The date, prior to a Change in Control, on which the Executive separates from service with SunTrust or an Affiliate for any reason that is not a Qualifying Termination or the Executive otherwise loses eligibility status (e.g., transfer to an ineligible job classification);
|
c.
|
The date after a Change in Control on which the Executive separates from Service due to Termination for Cause or voluntary termination other than for Good Reason;
|
d.
|
The date the Plan Administrator revokes the Executive’s right to participate in the Plan pursuant to Section 3.2; or
|
e.
|
The date on which the Plan terminates or the effective date of a Plan amendment that excludes the Executive from eligibility.
|
a.
|
The Executive must continue working through the date designated as his Qualifying Termination date. With the consent of the Plan Administrator, the Executive’s manager may, in his or her discretion, decide that the Executive has performed all transitional and other duties required and may release the Executive early from the obligation to perform further duties through the date of his scheduled Qualifying Termination.
|
b.
|
The Executive must continue to perform all responsibilities assigned to him at a satisfactory level as determined by the Plan Administrator through his termination date (or his release date, if earlier).
|
c.
|
The Executive must conduct himself in a manner consistent with the high standards expected of all SunTrust employees and comply in all respects with the SunTrust Code of Business Conduct and Ethics.
|
d.
|
The Executive must not decline an offer of an Equivalent Position with SunTrust or an Affiliate, prior to the Executive’s designated Qualifying Termination date, even if his or her manager has released the Executive earlier than such designated date.
|
e.
|
The Executive must sign a release, satisfactory to the Plan Administrator, waiving all rights to file any claim against SunTrust, any Affiliate, directors, officers, employees, or agents relating to the Executive’s employment or separation from service or against the Plan and its fiduciaries and agreeing to such confidentiality provisions and such other restrictions as the Plan Administrator deems appropriate. SunTrust shall provide the release to the Executive promptly following the earlier of notice of termination or Separation from Service, and such release and covenant not to sue must be executed and all revocation periods shall have expired in accordance with its terms, but in no case later than sixty (60) days after Separation from Service. If the Executive fails to execute a timely release, payments under the Plan shall be forfeited.
|
i.
|
With respect to the Chief Executive Officer, an amount equal to one-hundred and four (104) weeks of Base Salary.
|
ii.
|
With respect to the Executive Council (excluding the Chief Executive Officer), an amount equal to seventy-eight (78) weeks of Base Salary.
|
iii.
|
With respect to Enterprise Executives, an amount equal to fifty-two (52) weeks of Base Salary.
|
b.
|
Repayment. If an Executive is rehired by SunTrust or an Affiliate (as an employee, temporary employee, independent contractor, or otherwise) after receiving a benefit under this Plan, the Executive will be required to repay any Severance Amount corresponding to the period from the date of rehire to the end of the period for which the Executive was paid the Severance Amount.
|
a.
|
Form and Timing. The Severance Amount described in Section 4.2 shall be paid in cash to the Executive in a single lump sum sixty (60) days after the Executive’s Separation from Service, subject to the Executive’s execution and non-revocation of the release described in Section 4.1(e) prior to such date.
|
b.
|
Other Benefits. Any other employee benefits or incentive compensation plans for which an Executive is eligible after Separation from Service will be provided in accordance with the terms of the applicable employee benefit or incentive compensation plan. In addition, the Plan Administrator may offer reasonable outplacement services
|
a.
|
With respect to the Chief Executive Officer and the Executive Council, an amount equal to one-hundred and four (104) weeks of Base Salary plus an amount equal to two (2) times the Executive’s Target Bonus Percentage multiplied by Base Salary.
|
b.
|
With respect to Enterprise Executives, an amount equal to fifty-two (52) weeks of Base Salary plus an amount equal to one (1) times the Executive’s Target Bonus Percentage multiplied by Base Salary.
|
a.
|
Form and Timing. The Severance Amount described in Section 0 shall be paid in cash to the Executive in a single lump sum sixty (60) days after the Executive’s Separation from Service, subject to the Executive’s execution and non-revocation of the release described in Section 5.1 prior to such date.
|
i.
|
Stock Options, Restricted Stock, and Restricted Stock Units. Outstanding Stock Options, Restricted Stock and Restricted Stock Unit awards, if any, to the Executive by SunTrust shall vest and/or become exercisable in accordance with the Change in Control provisions of the agreement under which such grants or awards were made.
|
ii.
|
Bonus Award. Except to the extent that the bonus plan in which the Executive participates at the time of the Change in Control Termination provides more favorable treatment to the Executive, the Executive shall be eligible for a pro rata bonus for the year in which the Change in Control Termination occurs, based on the number of days during such year through the date of the Change in Control Termination, in an amount based on the greater of target or actual performance, and to be paid by no later than March 15 of the year after the year in which the Change in Control Termination occurs.
|
1.
|
Section 5.1(b)(i) is hereby amended as follows:
|
(i)
|
Vesting. The Director shall vest in 100% of the RSUs underlying a RSU Award if he or she continues to provide services to SunTrust as a Director through the earlier of (A) the first anniversary of the date of grant for such award or (B) the date of the Annual Meeting of Shareholders in the year following the year of the award. Any portion of the RSU Account not vested on or before the date of a Director’s Separation from Service shall be forfeited. Notwithstanding the previous sentence, in the event the Director dies or incurs a disability (as defined in Treas. Reg. 1.409A-3(i) (4)) prior to the earlier of (A) the first anniversary of the date of grant for such award or (B) the Annual Meeting of Shareholders in the year following the year of the award, the Director shall 100% vested in such RSU Award.
|
2.
|
Sections 2.6 and 4.2 “Interest Subaccount” and reference to “Interest Subaccount” in Section 4.1 are hereby deleted.
|
3.
|
Section 5.2(b), “Accelerated Lump Sum” is hereby deleted.
|
Name
|
|
State of Incorporation
|
|
Additional Names Under Which it Does Business
|
|
|
|
|
|
SunTrust Banks, Inc.
|
|
Georgia
|
|
none
|
|
|
|
|
|
SunTrust Robinson Humphrey, Inc.
|
|
Tennessee
|
|
none
|
|
|
|
|
|
GFO Advisory Services, LLC
|
|
Florida
|
|
GenSpring,
|
|
|
|
|
GenSpring Family Offices, LLC
|
|
|
|
|
|
SunTrust Delaware Trust Company
|
|
Delaware
|
|
none
|
|
|
|
|
|
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
|
|
SunTrust Bank Company,
|
|
|
|
|
SunTrust Bank, Corp,
|
|
|
|
|
LightStream,
|
|
|
|
|
LightStream Lending,
|
|
|
|
|
SunTurst Mortgage,
|
|
|
|
|
SunTrust Mortgage, Inc.,
|
|
|
|
|
SunTrust Dealer Financial Services,
|
|
|
|
|
Pillar Financial,
|
|
|
|
|
Cohen Financial Services
|
|
|
|
|
|
SunTrust Community Capital, LLC
|
|
Georgia
|
|
none
|
|
|
|
|
|
CM Finance, LLC
|
|
Delaware
|
|
none
|
|
|
|
|
|
REITS
|
|
|
|
|
STB Real Estate Holdings (Commercial), Inc.
|
|
Delaware
|
|
none
|
|
|
|
|
|
STB Real Estate Holdings (Household Lending), Inc.
|
|
Delaware
|
|
none
|
|
|
|
|
|
STB Real Estate Holdings (Residential), Inc.
|
|
Delaware
|
|
none
|
(1)
|
I have reviewed this Annual Report on Form 10-K of SunTrust Banks, Inc.;
|
(2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
(3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
(4)
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
(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
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Distribution
All SunTrust Teammates
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Version
4
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Effective Date
11/05/2016
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Issued By
Human Resources - Total Rewards
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Type
Policy
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Level
II
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Last Review
12/20/2018
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Approvals
Human Resources Function Risk Committee
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Next Review
12/31/2019
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©2019 SunTrust Banks, Inc.
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1
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Proprietary & Confidential
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HR-Recoup-1000 Recoupment Policy v4
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1.
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Scope
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2.
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Roles and Responsibilities
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3.
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Policy Elements
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3.1
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Authority to Recoup Incentive Compensation
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3.1.a.
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Authority to Recoup Incentive Compensation
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3.1.b.
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Detrimental Conduct
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(1)
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the commission of an act of fraud or dishonesty in the course of Grantee's employment;
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(2)
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improper conduct by Grantee including, but not limited to fraud, unethical conduct, falsification of SunTrust's records, unauthorized removal of SunTrust property or information, theft, violent acts or threats of violence, unauthorized possession of controlled substances on the property of SunTrust, conduct causing reputational harm to SunTrust or its clients, or the use of SunTrust property, facilities or services for unauthorized or illegal purposes;
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(3)
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the improper disclosure by Grantee of proprietary, privileged or confidential information of SunTrust or a SunTrust client or former client or breach of a fiduciary duty owed to SunTrust or a SunTrust client or
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HR-Recoup-1000 Recoupment Policy v4
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(4)
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the commission of a criminal act by Grantee, whether or not performed in the workplace, that constitutes a felony or a crime of comparable magnitude under applicable law as determined by SunTrust in its sole discretion, or that subjects, or if generally known, would subject SunTrust to public ridicule or embarrassment;
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(5)
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the commission of an act or omission which causes Grantee or SunTrust to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which SunTrust is a member, including statutory disqualification;
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(6)
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Grantee's failure to perform the duties of Grantee's job which SunTrust views as being material to Grantee's position and the overall business of SunTrust under circumstances where such failure is detrimental to SunTrust;
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(7)
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the material breach of a written policy applicable to teammates of SunTrust including, but not limited to, the SunTrust Code of Business Conduct and Ethics;
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(8)
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an act or omission by Grantee which results or is intended to result in personal gain at the expense of SunTrust; or
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(9)
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any other act or omission which constitutes Cause for termination of Grantee’s employment (whether or not Grantee’s employment is actually terminated).
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3.1.c.
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Loss
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3.2
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Mandatory Recoupment of Erroneously Awarded Compensation
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3.2.a.
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Amount to be Recouped
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HR-Recoup-1000 Recoupment Policy v4
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3.2.b.
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Incentive Compensation Performance Periods Subject to Recoupment
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3.2.c.
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Effect of Impracticability of Recoupment
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3.2.d.
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Prohibition of Indemnification
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3.2.e.
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Other Requirements
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3.3
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Recoupment of Compensation Under Other Circumstances
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3.3.a.
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Events Tracking
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3.3.b.
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Amounts to be Recouped
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(1)
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the amount of Incentive Compensation received that exceeds the amount of incentive compensation that otherwise would have been received but for the circumstances described in either Section 3.1;
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(2)
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the cost or difficulty of obtaining recoupment, including but not limited to whether Grantee has any outstanding grants that may be cancelled, whether Grantee continues to be employed by SunTrust, and the language of this Recoupment Policy in effect on the relevant date of Grant;
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(3)
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Grantee’s relative fault or degree of involvement, (including such factors as Grantee's current or former leadership role with respect to SunTrust or the relevant line of business, and the degree to which Grantee was involved in decisions that are determined to have contributed to the loss);
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(4)
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Grantee's general performance;
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(5)
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the impact of Grantee’s conduct on SunTrust, and the magnitude of any loss or variance from plan;
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(6)
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other employment discipline that may have been applied; and
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(7)
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any other relevant facts and circumstances.
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HR-Recoup-1000 Recoupment Policy v4
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3.4
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Method of Recoupment
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3.5
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Disclosure
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(a)
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Publication of Recoupment Policy. SunTrust shall publish a copy of this Recoupment Policy on its external website and shall file a copy as an exhibit to its annual report on Form 10-K.
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(b)
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Disclosure of Recoupment from Executive Officers. In the event the Compensation Committee recoups any incentive compensation from an Executive Officer or former Executive Officer pursuant to this Policy, then SunTrust shall disclose the aggregate amount that the Compensation Committee has determined to recoup or adjust, specifying (1) the amount for each event if there is more than one applicable event, and (2) a general description of the circumstances giving rise to the incentive compensation recoupment or adjustment, including items such as number of teammates, seniority of teammates, and line of business impacted, provided that, in all cases, the underlying event has already been publicly disclosed by SunTrust in a filing with the SEC, in disclosure that would otherwise meet the requirements for public disclosure by SunTrust under the SEC’s Regulation FD, or are disclosed by a third party in a publicly available court or administrative filing. SunTrust shall make this disclosure following the determination by the Compensation Committee promptly, either in its proxy statement for the annual election of directors, in a current report on Form 8-K or other public filing made by it with the SEC, or in a posting at a clearly identifiable location in the investor relations section of its corporate website. Notwithstanding the above, SunTrust may limit such disclosure if it would be likely to result in, or exacerbate, any existing or threatened, teammate, shareholder or other litigation, arbitration or proceeding against SunTrust or its officers or directors.
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(c)
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Disclosure of Recoupment in Connection With an Accounting Restatement. In addition to the foregoing, in the event that SunTrust is required to prepare an Accounting Restatement due to its material noncompliance with any financial reporting requirement under federal securities laws, then SunTrust shall disclose in any proxy or information statements that calls for SEC Regulation SK Item 402 disclosure, and its annual report on Form 10-K, the following information:
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(1)
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the date on which it was required to prepare an Accounting Restatement;
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(2)
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the aggregate dollar amount of excess Incentive Compensation attributable to such Accounting Restatement;
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(3)
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any estimates that were used in determining the excess Incentive Compensation attributable to such Accounting Restatement;
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(4)
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the aggregate dollar amount of excess Incentive Compensation that remains outstanding at the end of the last completed fiscal year; the name of each Executive Officer from whom, as of the end of the last completed fiscal year, excess Incentive Compensation had been outstanding for 180 days or longer since the date SunTrust determined the amount the Executive Officer owed, and the dollar amount of outstanding excess Incentive Compensation due from each such individual; and
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(5)
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if, during the last completed fiscal year SunTrust decided not to pursue Recoupment from any Executive Officer or former Executive Officer pursuant to Section 3.2(c) of this policy, then for each such Executive Officer SunTrust shall disclose the name and amount forgone and a brief description of the reason in each case SunTrust decided not to pursue recoupment.
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3.6
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Interpretation
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(a)
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Authority of Human Resources Function Risk Committee. This Policy shall be administered and maintained by the HR Function Risk Committee. Except as limited by law, or by the Articles of Incorporation or Bylaws of SunTrust or the Compensation Committee of the Board of Directors Charter, and subject to the provisions of this Policy, the HR Function Risk Committee shall have full power, authority, and sole and exclusive discretion to construe, interpret and administer this Policy. In addition, the HR Function Risk Committee shall have full and exclusive power to adopt such rules, regulations and guidelines for carrying out this Policy as it may deem necessary or proper, all of which power shall be executed in the best interests of SunTrust and in keeping with the objectives of this Policy.
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(b)
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Delegation. To the extent permitted by applicable law, each of the Responsible Parties may delegate its authority to the Chief Human Resources Officer or a designee of the Chief Human Resources Officer. Any such delegate shall serve at the pleasure of, and may be removed at any time by, the Responsible Party.
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HR-Recoup-1000 Recoupment Policy v4
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(c)
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Decisions Binding. In making any determination or in taking or not taking any action under this Policy, each Responsible Party may obtain and may rely on the advice of experts, including teammates of and professional advisors to SunTrust. Any action taken by, or inaction of, the Responsible Party, relating to or pursuant to this Policy shall be within the absolute discretion of such Responsible Party. Such action or inaction of each Responsible Party shall be conclusive and binding on SunTrust, on each affected teammate and on each other person directly or indirectly affected by such action.
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(d)
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Applicable Requirements of Law and Regulation. Each Responsible Party shall interpret this policy in accordance with requirements of applicable law and regulation, including (1) Guidance on Sound Incentive Compensation Policies published by the Office of the Comptroller of the Currency, Treasury (OCC); Board of Governors of the Federal Reserve System, (Board or Federal Reserve); Federal Deposit Insurance Corporation (FDIC); Office of Thrift Supervision, Treasury (OTS) on June 25, 2010; (2) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (3) Section 10D of the Exchange Act, SEC Rule 10D-1, and the respective listing standard of the NYSE promulgated thereunder; (4) Items 402, 404, and 610 of SEC Regulation S-K, and Item 22 of SEC Schedule 14A; (5) Section 304 of the Sarbanes Oxley Act of 2002; and (6) SEC Rule 3b-7, as each may be amended from time to time.
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4.
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References
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•
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HR-INC-1000 Incentive Compensation Policy
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5.
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Associated Procedures
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•
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ER-SEIRC-CH-01 Significant Event and Incentive Review Committee Charter
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•
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HR-RCC-CH-01-HR Function Risk Committee Charter
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•
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STI-BCC-CH-01 Board Compensation Committee Charter
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•
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HR-TR-AIP-100 AIP and LTI Award Procedure
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•
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HR-TR-FIP-100 Functional Incentive Plan Management Procedure
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6.
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Point(s) of Contact
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7.
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Glossary
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©2019 SunTrust Banks, Inc.
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6
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Proprietary & Confidential
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HR-Recoup-1000 Recoupment Policy v4
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©2019 SunTrust Banks, Inc.
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7
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Proprietary & Confidential
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HR-Recoup-1000 Recoupment Policy v4
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8.
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Appendix
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©2019 SunTrust Banks, Inc.
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8
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Proprietary & Confidential
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HR-Recoup-1000 Recoupment Policy v4
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