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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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63-0589368
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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 each exchange on which registered
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Common Stock, $.01 par value
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New York Stock Exchange
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Depositary Shares, each representing a 1/40
th
Interest in a Share of 6.375% Non-Cumulative Perpetual Preferred Stock, Series A
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New York Stock Exchange
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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PART I
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Forward-Looking Statements
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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SIGNATURES
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•
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Current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, high unemployment rates and overall slowdowns in economic growth.
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•
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Possible changes in trade, monetary and fiscal policies of, and other activities undertaken by, governments, agencies, central banks and similar organizations.
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•
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The effects of a possible downgrade in the U.S. government’s sovereign credit rating or outlook.
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•
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Possible changes in market interest rates.
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•
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Any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or other factors.
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•
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Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans.
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•
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Changes in the speed of loan prepayments, loan origination and sale volumes, charge-offs, loan loss provisions or actual loan losses.
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•
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Possible acceleration of prepayments on mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on those securities.
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•
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Our ability to effectively compete with other financial services companies, some of whom possess greater financial resources than we do and are subject to different regulatory standards than we are.
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•
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Loss of customer checking and savings account deposits as customers pursue other, higher-yield investments.
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•
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Our ability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner.
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•
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Changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies.
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•
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Our ability to obtain regulatory approval (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or issue or redeem preferred stock or other regulatory capital instruments.
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•
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Our ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms.
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•
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The costs and other effects (including reputational harm) of any adverse judicial, administrative, or arbitral rulings or proceedings, regulatory enforcement actions, or other legal actions to which we or any of our subsidiaries is a party.
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•
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Any decrease in the maximum permissible interchange fee that an issuer may receive for electronic debit transactions, or the expansion of options for merchants to use multiple unaffiliated payment networks for each transaction.
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•
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Our ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support our business.
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•
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Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits.
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•
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Any inaccurate or incomplete information provided to us by our customers or counterparties.
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•
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Inability of our framework to manage risks associated with our business, including operational risk and credit risk, to mitigate all risk or loss to us.
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•
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The inability of our internal disclosure controls and procedures to prevent or detect all errors or fraudulent acts.
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•
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The effects of geopolitical instability, including wars (whether declared or undeclared), conflicts and terrorist attacks.
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•
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The effects of man-made and natural disasters, including floods, droughts, tornadoes and hurricanes.
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•
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Our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft.
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•
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Possible downgrades in our credit ratings or outlook.
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•
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The effects of problems encountered by other financial institutions that adversely affect us or the banking industry generally.
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•
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The effects of the failure of any component of our business infrastructure which is provided by a third party.
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•
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Our ability to receive dividends from our subsidiaries.
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•
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Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.
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•
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The effects of any damage to our reputation resulting from developments related to any of the items identified above.
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•
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4.5% CET1 to risk-weighted assets;
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•
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6.0% Tier 1 capital (that is, CET1
plus
Additional Tier 1 capital) to risk-weighted assets; and
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•
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8.0% Total capital (that is, Tier 1 capital
plus
Tier 2 capital) to risk-weighted assets.
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•
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A decrease in the demand for, or the availability of, loans and other products and services offered by us;
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•
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A decrease in the value of our loans held for sale or other assets secured by consumer or commercial real estate;
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•
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An impairment of certain intangible assets, such as goodwill;
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•
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A decrease in interest income from variable rate loans, due to declines in interest rates; and
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•
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An increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to us, which could result in a higher level of nonperforming assets, net charge-offs, provisions for loan losses, and valuation adjustments on loans held for sale.
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•
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Our operating performance, financial condition and prospects, or the operating performance, financial condition and prospects of our competitors;
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•
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Operating results that vary from the expectations of management, securities analysts and investors;
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•
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Our creditworthiness;
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•
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Developments in our business or in the financial sector generally;
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•
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Regulatory changes affecting our industry generally or our business and operations;
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•
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The operating and securities price performance of companies that investors consider to be comparable to us;
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•
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Announcements of strategic developments, acquisitions and other material events by us or our competitors;
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•
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Expectations of or actual equity dilution;
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•
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Whether we declare or fail to declare dividends on our capital stock from time to time;
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•
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The ratings given to our securities by credit-rating agencies;
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•
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Changes in the credit, mortgage and real estate markets, including the markets for mortgage-related securities; and
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•
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Changes in global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
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Period
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Total Number of Shares Purchased
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Average Price Paid
per Share
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Total Number of
Shares
Purchased as
Part of
Publicly
Announced
Plans or Programs
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Maximum
Approximate Dollar Value of
Shares that May
Yet Be Purchased Under Publicly Announced Plans or Programs
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||||||
October 1—31, 2013
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—
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$
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—
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—
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$
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10,927,606
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November 1—30, 2013
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—
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$
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—
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—
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$
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10,927,606
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December 1—31, 2013
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—
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|
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$
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—
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|
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—
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$
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10,927,606
|
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Total
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—
|
|
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$
|
—
|
|
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—
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$
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10,927,606
|
|
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Cumulative Total Return
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||||||||||||||||||||||
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12/31/2008
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12/31/2009
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12/31/2010
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12/31/2011
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12/31/2012
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12/31/2013
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||||||||||||
Regions
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$
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100.00
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$
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68.58
|
|
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$
|
91.26
|
|
|
$
|
56.52
|
|
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$
|
94.29
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|
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$
|
132.21
|
|
S&P 500 Index
|
100.00
|
|
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126.47
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145.52
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148.59
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172.37
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|
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228.17
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||||||
S&P Banks Index
|
100.00
|
|
|
93.27
|
|
|
112.95
|
|
|
101.67
|
|
|
126.57
|
|
|
179.78
|
|
•
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"Operating Results" section of MD&A
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•
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“Long-Term Borrowings” discussion in MD&A
|
•
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“Stockholders’ Equity” discussion in MD&A
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•
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“Off-Balance Sheet Arrangements” discussion in MD&A
|
•
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Note 2 “Variable Interest Entities” to the consolidated financial statements
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•
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Note 12 “Long-Term Borrowings” to the consolidated financial statements
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•
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Note 14 “Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)” to the consolidated financial statements
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•
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“Supervision and Regulation” discussion within Item 1. Business
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•
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Table 2 - “GAAP to Non-GAAP reconciliation”
|
•
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Bank Regulatory Capital Requirements section of MD&A
|
•
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Note 13 “Regulatory Capital Requirements and Restrictions” to the consolidated financial statements
|
•
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“Allowance for Credit Losses” discussion within “Critical Accounting Policies and Estimates” in MD&A
|
•
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“Provision for Loan Losses” discussion within the “Operating Results” section of MD&A
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•
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“Loans,” “Allowance for Credit Losses,” “Troubled Debt Restructurings” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A
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•
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“Credit Risk” discussion within the “Risk Management” section of MD&A
|
•
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Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements
|
•
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Note 5 "Loans" to the consolidated financial statements
|
•
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Note 6 “Allowance for Credit Losses” to the consolidated financial statements
|
•
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“Net Interest Income and Margin” discussion within the “Operating Results” section of MD&A
|
•
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“Interest Rate Risk” discussion within “Risk Management” section of MD&A
|
•
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“Supervision and Regulation” discussion within Item 1. Business
|
•
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“Short-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
|
•
|
“Long-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
|
•
|
“Regulatory Capital Requirements” discussion in MD&A
|
•
|
“Liquidity” discussion within the “Risk Management” section of MD&A
|
•
|
Note 11 “Short-Term Borrowings” to the consolidated financial statements
|
•
|
Note 12 “Long-Term Borrowings” to the consolidated financial statements
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
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(In millions, except per share data)
|
||||||||||||||||||
EARNINGS SUMMARY
|
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||||||||||
Interest income
|
$
|
3,646
|
|
|
$
|
3,903
|
|
|
$
|
4,252
|
|
|
$
|
4,637
|
|
|
$
|
5,277
|
|
Interest expense
|
384
|
|
|
603
|
|
|
842
|
|
|
1,248
|
|
|
1,984
|
|
|||||
Net interest income
|
3,262
|
|
|
3,300
|
|
|
3,410
|
|
|
3,389
|
|
|
3,293
|
|
|||||
Provision for loan losses
|
138
|
|
|
213
|
|
|
1,530
|
|
|
2,863
|
|
|
3,541
|
|
|||||
Net interest income (loss) after provision for loan losses
|
3,124
|
|
|
3,087
|
|
|
1,880
|
|
|
526
|
|
|
(248
|
)
|
|||||
Non-interest income
|
2,019
|
|
|
2,100
|
|
|
2,143
|
|
|
2,489
|
|
|
2,765
|
|
|||||
Non-interest expense
|
3,556
|
|
|
3,526
|
|
|
3,862
|
|
|
3,859
|
|
|
3,785
|
|
|||||
Income (loss) from continuing operations before income taxes
|
1,587
|
|
|
1,661
|
|
|
161
|
|
|
(844
|
)
|
|
(1,268
|
)
|
|||||
Income tax expense (benefit)
|
452
|
|
|
482
|
|
|
(28
|
)
|
|
(376
|
)
|
|
(194
|
)
|
|||||
Income (loss) from continuing operations
|
1,135
|
|
|
1,179
|
|
|
189
|
|
|
(468
|
)
|
|
(1,074
|
)
|
|||||
Income (loss) from discontinued operations before income taxes
|
(24
|
)
|
|
(99
|
)
|
|
(408
|
)
|
|
(41
|
)
|
|
66
|
|
|||||
Income tax expense (benefit)
|
(11
|
)
|
|
(40
|
)
|
|
(4
|
)
|
|
30
|
|
|
23
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
(59
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)
|
|
(404
|
)
|
|
(71
|
)
|
|
43
|
|
|||||
Net income (loss)
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
|
$
|
(539
|
)
|
|
$
|
(1,031
|
)
|
Income (loss) from continuing operations available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,050
|
|
|
$
|
(25
|
)
|
|
$
|
(692
|
)
|
|
$
|
(1,304
|
)
|
Net income (loss) available to common shareholders
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
|
$
|
(763
|
)
|
|
$
|
(1,261
|
)
|
Earnings (loss) per common share from continuing operations – basic
|
$
|
0.79
|
|
|
$
|
0.76
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(1.32
|
)
|
Earnings (loss) per common share from continuing operations – diluted
|
0.78
|
|
|
0.76
|
|
|
(0.02
|
)
|
|
(0.56
|
)
|
|
(1.32
|
)
|
|||||
Earnings (loss) per common share – basic
|
0.78
|
|
|
0.72
|
|
|
(0.34
|
)
|
|
(0.62
|
)
|
|
(1.27
|
)
|
|||||
Earnings (loss) per common share – diluted
|
0.77
|
|
|
0.71
|
|
|
(0.34
|
)
|
|
(0.62
|
)
|
|
(1.27
|
)
|
|||||
Return on average tangible common stockholders’ equity (non-GAAP)
(1)
|
10.80
|
%
|
|
10.69
|
%
|
|
(5.51
|
)%
|
|
(9.29
|
)%
|
|
(14.92
|
)%
|
|||||
Return on average assets from continuing operations (GAAP)
|
0.94
|
|
|
0.86
|
|
|
(0.02
|
)
|
|
(0.52
|
)
|
|
(0.93
|
)
|
|||||
BALANCE SHEET SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
At year-end—Consolidated
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
|
$
|
90,674
|
|
Allowance for loan losses
|
(1,341
|
)
|
|
(1,919
|
)
|
|
(2,745
|
)
|
|
(3,185
|
)
|
|
(3,114
|
)
|
|||||
Assets
|
117,396
|
|
|
121,347
|
|
|
127,050
|
|
|
132,351
|
|
|
142,318
|
|
|||||
Deposits
|
92,453
|
|
|
95,474
|
|
|
95,627
|
|
|
94,614
|
|
|
98,680
|
|
|||||
Long-term debt
|
4,830
|
|
|
5,861
|
|
|
8,110
|
|
|
13,190
|
|
|
18,464
|
|
|||||
Stockholders’ equity
|
15,768
|
|
|
15,499
|
|
|
16,499
|
|
|
16,734
|
|
|
17,881
|
|
|||||
Average balances—Continuing Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
|
$
|
86,660
|
|
|
$
|
94,523
|
|
Assets
|
117,805
|
|
|
122,182
|
|
|
126,719
|
|
|
132,720
|
|
|
139,468
|
|
|||||
Deposits
|
92,646
|
|
|
95,330
|
|
|
95,671
|
|
|
96,489
|
|
|
94,612
|
|
|||||
Long-term debt
|
5,206
|
|
|
6,694
|
|
|
11,240
|
|
|
15,489
|
|
|
18,501
|
|
|||||
Stockholders’ equity
|
15,502
|
|
|
15,035
|
|
|
15,350
|
|
|
15,916
|
|
|
16,224
|
|
|||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses as a percentage of loans, net of unearned income
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|
3.84
|
%
|
|
3.43
|
%
|
|||||
Tier 1 capital
|
11.68
|
|
|
12.00
|
|
|
13.28
|
|
|
12.40
|
|
|
11.54
|
|
|||||
Tier 1 common risk-based ratio (non-GAAP)
(1)
|
11.21
|
|
|
10.84
|
|
|
8.51
|
|
|
7.85
|
|
|
7.15
|
|
|||||
Total risk-based capital
|
14.73
|
|
|
15.38
|
|
|
16.99
|
|
|
16.35
|
|
|
15.78
|
|
|||||
Leverage
|
10.03
|
|
|
9.65
|
|
|
9.91
|
|
|
9.30
|
|
|
8.90
|
|
|||||
Tangible common stockholders’ equity to tangible assets
(non-GAAP)
(1)
|
9.24
|
|
|
8.63
|
|
|
6.58
|
|
|
6.04
|
|
|
6.22
|
|
|||||
Adjusted efficiency ratio (non-GAAP)
(1)
|
65.42
|
|
|
64.42
|
|
|
64.56
|
|
|
67.74
|
|
|
67.88
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
Stockholders’ common equity per share
|
11.12
|
|
|
10.63
|
|
|
10.39
|
|
|
10.63
|
|
|
11.97
|
|
|||||
Tangible common book value per share (non-GAAP)
(1)
|
7.54
|
|
|
7.11
|
|
|
6.37
|
|
|
6.09
|
|
|
7.11
|
|
|||||
Market value at year-end
|
9.89
|
|
|
7.13
|
|
|
4.30
|
|
|
7.00
|
|
|
5.29
|
|
|||||
Market price range:
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
10.52
|
|
|
7.73
|
|
|
8.09
|
|
|
9.33
|
|
|
9.07
|
|
|||||
Low
|
7.13
|
|
|
4.21
|
|
|
2.82
|
|
|
5.12
|
|
|
2.35
|
|
|||||
Total trading volume
|
3,962
|
|
|
5,282
|
|
|
5,204
|
|
|
6,381
|
|
|
8,747
|
|
|||||
Dividend payout ratio
|
12.99
|
|
|
5.63
|
|
|
NM
|
|
NM
|
|
NM
|
||||||||
Shareholders of record at year-end (actual)
|
63,815
|
|
|
67,574
|
|
|
73,659
|
|
|
76,996
|
|
|
81,166
|
|
|||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1,395
|
|
|
1,381
|
|
|
1,258
|
|
|
1,227
|
|
|
989
|
|
|||||
Diluted
|
1,410
|
|
|
1,387
|
|
|
1,258
|
|
|
1,227
|
|
|
989
|
|
(1)
|
See Table 2 for GAAP to non-GAAP reconciliations.
|
(2)
|
High and low market prices are based on intraday sales prices.
|
•
|
Preparation of Regions’ operating budgets
|
•
|
Monthly financial performance reporting
|
•
|
Monthly close-out reporting of consolidated results (management only)
|
•
|
Presentations to investors of Company performance
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(In millions, except share data)
|
||||||||||||||||||
TANGIBLE COMMON RATIOS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending stockholders’ equity (GAAP)
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
$
|
16,499
|
|
|
$
|
16,734
|
|
|
$
|
17,881
|
|
Less: Ending intangible assets (GAAP)
|
|
5,111
|
|
|
5,161
|
|
|
5,265
|
|
|
5,946
|
|
|
6,060
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(188
|
)
|
|
(191
|
)
|
|
(200
|
)
|
|
(240
|
)
|
|
(269
|
)
|
|||||
Ending preferred equity (GAAP)
|
|
450
|
|
|
482
|
|
|
3,419
|
|
|
3,380
|
|
|
3,602
|
|
|||||
Ending tangible common stockholders’ equity (non-GAAP)
|
F
|
$
|
10,395
|
|
|
$
|
10,047
|
|
|
$
|
8,015
|
|
|
$
|
7,648
|
|
|
$
|
8,488
|
|
Ending total assets (GAAP)
|
|
$
|
117,396
|
|
|
$
|
121,347
|
|
|
$
|
127,050
|
|
|
$
|
132,351
|
|
|
$
|
142,318
|
|
Less: Ending intangible assets (GAAP)
|
|
5,111
|
|
|
5,161
|
|
|
5,265
|
|
|
5,946
|
|
|
6,060
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(188
|
)
|
|
(191
|
)
|
|
(200
|
)
|
|
(240
|
)
|
|
(269
|
)
|
|||||
Ending tangible assets (non-GAAP)
|
G
|
$
|
112,473
|
|
|
$
|
116,377
|
|
|
$
|
121,985
|
|
|
$
|
126,645
|
|
|
$
|
136,527
|
|
End of period shares outstanding
|
H
|
1,378
|
|
|
1,413
|
|
|
1,259
|
|
|
1,256
|
|
|
1,193
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP)
|
F/G
|
9.24
|
%
|
|
8.63
|
%
|
|
6.58
|
%
|
|
6.04
|
%
|
|
6.22
|
%
|
|||||
Tangible common book value per share (non-GAAP)
|
F/H
|
$
|
7.54
|
|
|
$
|
7.11
|
|
|
$
|
6.37
|
|
|
$
|
6.09
|
|
|
$
|
7.11
|
|
TIER 1 COMMON RISK-BASED RATIO
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity (GAAP)
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
$
|
16,499
|
|
|
$
|
16,734
|
|
|
$
|
17,881
|
|
Accumulated other comprehensive (income) loss
|
|
319
|
|
|
(65
|
)
|
|
69
|
|
|
260
|
|
|
(130
|
)
|
|||||
Non-qualifying goodwill and intangibles
|
|
(4,798
|
)
|
|
(4,826
|
)
|
|
(4,900
|
)
|
|
(5,706
|
)
|
|
(5,792
|
)
|
|||||
Disallowed deferred tax assets
(4)
|
|
—
|
|
|
(35
|
)
|
|
(432
|
)
|
|
(424
|
)
|
|
(947
|
)
|
|||||
Disallowed servicing assets
|
|
(31
|
)
|
|
(33
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|
(25
|
)
|
|||||
Qualifying non-controlling interests
|
|
—
|
|
|
93
|
|
|
92
|
|
|
92
|
|
|
91
|
|
|||||
Qualifying trust preferred securities
|
|
—
|
|
|
501
|
|
|
846
|
|
|
846
|
|
|
846
|
|
|||||
Tier 1 capital (regulatory)
|
|
11,258
|
|
|
11,134
|
|
|
12,139
|
|
|
11,775
|
|
|
11,924
|
|
|||||
Qualifying non-controlling interests
|
|
—
|
|
|
(93
|
)
|
|
(92
|
)
|
|
(92
|
)
|
|
(91
|
)
|
|||||
Qualifying trust preferred securities
|
|
—
|
|
|
(501
|
)
|
|
(846
|
)
|
|
(846
|
)
|
|
(846
|
)
|
|||||
Preferred stock
|
|
(450
|
)
|
|
(482
|
)
|
|
(3,419
|
)
|
|
(3,380
|
)
|
|
(3,602
|
)
|
|||||
Tier 1 common equity (non-GAAP)
|
I
|
$
|
10,808
|
|
|
$
|
10,058
|
|
|
$
|
7,782
|
|
|
$
|
7,457
|
|
|
$
|
7,385
|
|
Risk-weighted assets (regulatory)
|
J
|
$
|
96,416
|
|
|
$
|
92,811
|
|
|
$
|
91,449
|
|
|
$
|
94,966
|
|
|
$
|
103,330
|
|
Tier 1 common risk-based ratio (non-GAAP)
|
I/J
|
11.21
|
%
|
|
10.84
|
%
|
|
8.51
|
%
|
|
7.85
|
%
|
|
7.15
|
%
|
|||||
BASEL III TIER 1 COMMON RATIO
(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity (GAAP)
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
|
|
|
|
|
||||||
Non-qualifying goodwill and intangibles
(6)
|
|
(4,922
|
)
|
|
(4,968
|
)
|
|
|
|
|
|
|
||||||||
Proposed Adjustments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, including other comprehensive income related to cash flow hedges, disallowed deferred tax assets, threshold deductions and other adjustments
|
|
—
|
|
|
(298
|
)
|
|
|
|
|
|
|
||||||||
Final Rules Adjustments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjustments, including all components of accumulated other comprehensive income, disallowed deferred tax assets, threshold deductions and other adjustments
|
|
130
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Preferred stock
|
|
(450
|
)
|
|
(482
|
)
|
|
|
|
|
|
|
||||||||
Basel III Tier 1 common equity (non-GAAP)
|
K
|
$
|
10,526
|
|
|
$
|
9,751
|
|
|
|
|
|
|
|
||||||
Basel III risk-weighted assets (non-GAAP)
(7)
|
L
|
$
|
99,483
|
|
|
$
|
109,941
|
|
|
|
|
|
|
|
||||||
Basel III Tier 1 common ratio (non-GAAP)
|
K/L
|
10.58
|
%
|
|
8.87
|
%
|
|
|
|
|
|
|
(1)
|
In the fourth quarter of 2013, Regions recorded a non-tax deductible charge of $58 million related to previously disclosed inquires from government authorities concerning matters from 2009. Regions is in discussions with banking supervisors to resolve their inquiries on these matters. In the second quarter of 2010, Regions recorded a $200 million charge to account for a probable, reasonably estimable loss related to a pending settlement of regulatory matters. $75 million of the regulatory charge related to continuing operations.
|
(2)
|
In the fourth quarter of 2012, Regions entered into an agreement with a third party investor in Regions Asset Management Company, Inc., pursuant to which the investment was fully redeemed. This resulted in extinguishing a $203 million liability, including accrued, unpaid interest, as well as incurring early termination costs of approximately $42 million on a pre-tax basis ($38 million after tax).
|
(3)
|
In the third quarter of 2013, Regions recorded a $24 million gain on sale of a non-core portion of a Wealth Management business.
|
(4)
|
Taxable income from the two previous tax years and one year of projected future taxable income may be applied in calculating deferred tax assets for regulatory capital purposes.
|
(5)
|
The 2013 estimate is based on the final rule released in July 2013. The 2012 estimate is based on the June 2012 U.S. Notices of Proposed Rulemaking.
|
(6)
|
Under Basel III, regulatory capital must be reduced by purchased credit card relationship intangible assets. These assets are partially allowed in Basel I capital.
|
(7)
|
Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III. The amount included above is a reasonable approximation, based on our understanding of the requirements.
|
|
Business
Services
|
|
Consumer
Services
|
|
Wealth
Management
|
|||
Discount Rate:
|
|
|
|
|
|
|||
Fourth quarter 2013
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Third quarter 2013
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Second quarter 2013
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
First quarter 2013
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Fourth quarter 2012
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
|
Average
Balance |
|
Income/
Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Income/
Expense |
|
Yield/
Rate |
|
Average
Balance |
|
Income/
Expense |
|
Yield/
Rate |
|||||||||||||||
|
(Dollars in millions; yields on taxable-equivalent basis)
|
|||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal funds sold and securities purchased under agreements to resell
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
4
|
|
|
$
|
—
|
|
|
—
|
%
|
Trading account securities
|
114
|
|
|
3
|
|
|
2.24
|
|
|
134
|
|
|
3
|
|
|
2.24
|
|
|
166
|
|
|
4
|
|
|
2.41
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
25,349
|
|
|
603
|
|
|
2.38
|
|
|
26,667
|
|
|
681
|
|
|
2.55
|
|
|
24,586
|
|
|
758
|
|
|
3.08
|
|
||||||
Tax-exempt
|
6
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||||
Loans held for sale
|
864
|
|
|
29
|
|
|
3.41
|
|
|
1,150
|
|
|
33
|
|
|
2.87
|
|
|
1,131
|
|
|
35
|
|
|
3.09
|
|
||||||
Loans, net of unearned
income
(1)(2)
|
74,924
|
|
|
3,059
|
|
|
4.08
|
|
|
76,035
|
|
|
3,227
|
|
|
4.24
|
|
|
80,673
|
|
|
3,477
|
|
|
4.31
|
|
||||||
Other interest-earning assets
|
2,428
|
|
|
6
|
|
|
0.25
|
|
|
3,792
|
|
|
9
|
|
|
0.24
|
|
|
5,623
|
|
|
13
|
|
|
0.23
|
|
||||||
Total interest-earning assets
|
103,685
|
|
|
3,700
|
|
|
3.57
|
|
|
107,795
|
|
|
3,953
|
|
|
3.67
|
|
|
112,214
|
|
|
4,287
|
|
|
3.82
|
|
||||||
Allowance for loan losses
|
(1,680
|
)
|
|
|
|
|
|
(2,376
|
)
|
|
|
|
|
|
(3,114
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
1,775
|
|
|
|
|
|
|
1,836
|
|
|
|
|
|
|
1,988
|
|
|
|
|
|
||||||||||||
Other non-earning assets
|
14,025
|
|
|
|
|
|
|
14,927
|
|
|
|
|
|
|
15,631
|
|
|
|
|
|
||||||||||||
|
$
|
117,805
|
|
|
|
|
|
|
$
|
122,182
|
|
|
|
|
|
|
$126,719
|
|
|
|
|
|||||||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings accounts
|
$
|
6,051
|
|
|
6
|
|
|
0.09
|
|
|
$
|
5,589
|
|
|
4
|
|
|
0.07
|
|
|
$
|
5,062
|
|
|
5
|
|
|
0.10
|
|
|||
Interest-bearing transaction accounts
|
19,873
|
|
|
19
|
|
|
0.10
|
|
|
19,419
|
|
|
23
|
|
|
0.12
|
|
|
15,613
|
|
|
27
|
|
|
0.17
|
|
||||||
Money market accounts
|
25,943
|
|
|
35
|
|
|
0.13
|
|
|
24,471
|
|
|
43
|
|
|
0.18
|
|
|
25,661
|
|
|
73
|
|
|
0.28
|
|
||||||
Time deposits
|
11,148
|
|
|
75
|
|
|
0.67
|
|
|
16,487
|
|
|
214
|
|
|
1.30
|
|
|
21,646
|
|
|
367
|
|
|
1.70
|
|
||||||
Total interest-bearing deposits
(3)
|
63,015
|
|
|
135
|
|
|
0.21
|
|
|
65,966
|
|
|
284
|
|
|
0.43
|
|
|
67,982
|
|
|
472
|
|
|
0.69
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
2,020
|
|
|
2
|
|
|
0.08
|
|
|
1,852
|
|
|
2
|
|
|
0.11
|
|
|
1,801
|
|
|
(1
|
)
|
|
(0.06)
|
|
||||||
Other short-term borrowings
|
219
|
|
|
—
|
|
|
0.19
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
—
|
|
||||||
Long-term borrowings
|
5,206
|
|
|
247
|
|
|
4.75
|
|
|
6,694
|
|
|
317
|
|
|
4.74
|
|
|
11,240
|
|
|
371
|
|
|
3.30
|
|
||||||
Total interest-bearing liabilities
|
70,460
|
|
|
384
|
|
|
0.54
|
|
|
74,763
|
|
|
603
|
|
|
0.81
|
|
|
81,209
|
|
|
842
|
|
|
1.04
|
|
||||||
Non-interest-bearing deposits
(3)
|
29,631
|
|
|
—
|
|
|
—
|
|
|
29,364
|
|
|
—
|
|
|
—
|
|
|
27,689
|
|
|
—
|
|
|
—
|
|
||||||
Total funding sources
|
100,091
|
|
|
384
|
|
|
0.38
|
|
|
104,127
|
|
|
603
|
|
|
0.58
|
|
|
108,898
|
|
|
842
|
|
|
0.77
|
|
||||||
Net interest spread
|
|
|
|
|
3.03
|
|
|
|
|
|
|
2.86
|
|
|
|
|
|
|
2.78
|
|
||||||||||||
Other liabilities
|
2,212
|
|
|
|
|
|
|
3,020
|
|
|
|
|
|
|
2,471
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
15,502
|
|
|
|
|
|
|
15,035
|
|
|
|
|
|
|
15,350
|
|
|
|
|
|
||||||||||||
|
$
|
117,805
|
|
|
|
|
|
|
$
|
122,182
|
|
|
|
|
|
|
$126,719
|
|
|
|
|
|||||||||||
Net interest income/margin on a taxable-equivalent basis from continuing operations
(4)(5)
|
|
|
$
|
3,316
|
|
|
3.20
|
%
|
|
|
|
$
|
3,350
|
|
|
3.11
|
%
|
|
|
|
$
|
3,445
|
|
|
3.07
|
%
|
(1)
|
Loans, net of unearned income include non-accrual loans for all periods presented.
|
(2)
|
Interest income includes net loan fees of
$75 million
,
$65 million
and
$50 million
for the
years ended December 31, 2013
,
2012
and
2011
, respectively.
|
(3)
|
Total deposit costs may be calculated by dividing total interest expense on deposits by the sum of interest-bearing deposits and non-interest-bearing deposits. The rates for total deposit costs equal
0.15%
,
0.30%
and
0.49%
for the
years ended December 31, 2013
,
2012
and
2011
respectively.
|
(4)
|
The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.
|
(5)
|
The table above does not include average interest-earning assets, average interest-bearing liabilities, interest income, or interest expense for discontinued operations (see Note 3 to the consolidated financial statements). If these assets, liabilities, and net interest income were included in the calculation, the consolidated net interest income and margin on a taxable equivalent basis would have been
$3,356
million and
3.10%
and
$3,476 million
and
3.05%
for the years ended
December 31, 2012
and
2011
, respectively.
|
|
|
2013 Compared to 2012
|
|
2012 Compared to 2011
|
||||||||||||||||||||
|
|
Change Due to
|
|
Change Due to
|
||||||||||||||||||||
|
|
Volume
|
|
Yield/
Rate
|
|
Net
|
|
Volume
|
|
Yield/
Rate
|
|
Net
|
||||||||||||
|
|
(Taxable-equivalent basis—in millions)
|
||||||||||||||||||||||
Interest income on:
|
|
|
||||||||||||||||||||||
Trading account securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Securities-taxable
|
|
(33
|
)
|
|
(45
|
)
|
|
(78
|
)
|
|
61
|
|
|
(138
|
)
|
|
(77
|
)
|
||||||
Loans held for sale
|
|
(9
|
)
|
|
5
|
|
|
(4
|
)
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
||||||
Loans, including fees
|
|
(47
|
)
|
|
(121
|
)
|
|
(168
|
)
|
|
(198
|
)
|
|
(52
|
)
|
|
(250
|
)
|
||||||
Other interest-earning assets
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Total interest-earning assets
|
|
(92
|
)
|
|
(161
|
)
|
|
(253
|
)
|
|
(141
|
)
|
|
(193
|
)
|
|
(334
|
)
|
||||||
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Interest-bearing transaction
|
|
1
|
|
|
(5
|
)
|
|
(4
|
)
|
|
6
|
|
|
(10
|
)
|
|
(4
|
)
|
||||||
Money market
|
|
2
|
|
|
(10
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|
(27
|
)
|
|
(30
|
)
|
||||||
Time deposits
|
|
(56
|
)
|
|
(83
|
)
|
|
(139
|
)
|
|
(77
|
)
|
|
(76
|
)
|
|
(153
|
)
|
||||||
Total interest-bearing deposits
|
|
(53
|
)
|
|
(96
|
)
|
|
(149
|
)
|
|
(74
|
)
|
|
(114
|
)
|
|
(188
|
)
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Long-term borrowings
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
|
(181
|
)
|
|
127
|
|
|
(54
|
)
|
||||||
Total interest-bearing liabilities
|
|
(123
|
)
|
|
(96
|
)
|
|
(219
|
)
|
|
(255
|
)
|
|
16
|
|
|
(239
|
)
|
||||||
Increase (decrease) in net interest income
|
|
$
|
31
|
|
|
$
|
(65
|
)
|
|
$
|
(34
|
)
|
|
$
|
114
|
|
|
$
|
(209
|
)
|
|
$
|
(95
|
)
|
•
|
The change in interest not due solely to volume or yield/rate has been allocated to the volume column and yield/rate column in proportion to the relationship of the absolute dollar amounts of the change in each.
|
•
|
The computation of taxable-equivalent net interest income is based on the statutory federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.
|
•
|
The table above does not include average assets, average liabilities, interest income or interest expense for discontinued operations (see Note 3 to the consolidated financial statements).
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Service charges on deposit accounts
|
$
|
978
|
|
|
$
|
985
|
|
|
$
|
1,168
|
|
Mortgage income
|
236
|
|
|
363
|
|
|
220
|
|
|||
Investment management and trust fee income
|
196
|
|
|
195
|
|
|
199
|
|
|||
Insurance commissions and fees
|
114
|
|
|
109
|
|
|
106
|
|
|||
Capital markets fee income and other
|
87
|
|
|
83
|
|
|
36
|
|
|||
Bank-owned life insurance
|
82
|
|
|
81
|
|
|
83
|
|
|||
Credit card/bank card income
|
75
|
|
|
85
|
|
|
65
|
|
|||
Commercial credit fee income
|
65
|
|
|
68
|
|
|
80
|
|
|||
Leveraged lease termination gains, net
|
39
|
|
|
14
|
|
|
8
|
|
|||
Investment services fee income
|
34
|
|
|
27
|
|
|
28
|
|
|||
Securities gains, net
|
26
|
|
|
48
|
|
|
112
|
|
|||
Gain on sale of other assets
|
24
|
|
|
—
|
|
|
—
|
|
|||
Net loss from affordable housing
|
(49
|
)
|
|
(49
|
)
|
|
(69
|
)
|
|||
Other miscellaneous income
|
112
|
|
|
91
|
|
|
107
|
|
|||
|
$
|
2,019
|
|
|
$
|
2,100
|
|
|
$
|
2,143
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Salaries and employee benefits
|
$
|
1,818
|
|
|
$
|
1,763
|
|
|
$
|
1,604
|
|
Net occupancy expense
|
365
|
|
|
382
|
|
|
388
|
|
|||
Furniture and equipment expense
|
280
|
|
|
261
|
|
|
275
|
|
|||
Professional and legal expenses
|
132
|
|
|
114
|
|
|
175
|
|
|||
Deposit administrative fee
|
125
|
|
|
162
|
|
|
217
|
|
|||
Outside services
|
106
|
|
|
82
|
|
|
62
|
|
|||
Marketing
|
98
|
|
|
87
|
|
|
62
|
|
|||
Loss on early extinguishment of debt
|
61
|
|
|
11
|
|
|
—
|
|
|||
Regulatory charge
|
58
|
|
|
—
|
|
|
—
|
|
|||
Credit/checkcard expenses
|
41
|
|
|
64
|
|
|
50
|
|
|||
Amortization of core deposit intangible
|
28
|
|
|
83
|
|
|
95
|
|
|||
Other real estate owned expense
|
16
|
|
|
52
|
|
|
162
|
|
|||
Branch consolidation and property and equipment charges
|
5
|
|
|
—
|
|
|
75
|
|
|||
REIT investment early termination costs
|
—
|
|
|
42
|
|
|
—
|
|
|||
Goodwill impairment expense
|
—
|
|
|
—
|
|
|
253
|
|
|||
Provision (credit) for unfunded credit losses
|
(5
|
)
|
|
5
|
|
|
7
|
|
|||
(Gain)/loss on loans held for sale, net
|
(30
|
)
|
|
(61
|
)
|
|
1
|
|
|||
Other miscellaneous expenses
|
458
|
|
|
479
|
|
|
436
|
|
|||
|
$
|
3,556
|
|
|
$
|
3,526
|
|
|
$
|
3,862
|
|
•
|
History of earnings—In 2013, the Company has continued its positive earnings trend with positive earnings in 2013, 2012 and 2011 (excluding the impact of goodwill impairment in 2011), and is no longer in a three year cumulative loss position. The Company has utilized all federal net operating losses and in 2013, continued utilization of federal tax credit carryforwards. There is no history of significant tax carryforwards expiring unused.
|
•
|
Reversals of taxable temporary differences—The Company anticipates that future reversals of taxable temporary differences, including the accretion of taxable temporary differences related to leveraged leases acquired in a prior business combination, can absorb up to approximately $752 million of deferred tax assets.
|
•
|
Creation of future taxable income—The Company has projected future taxable income that will be sufficient to absorb the remaining deferred tax assets after the reversal of future taxable temporary differences.
|
•
|
Ability to implement tax-planning strategies—The Company has the ability to implement tax planning strategies such as asset sales to maximize the realization of deferred tax assets.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
U.S. Treasury securities
|
$
|
57
|
|
|
$
|
54
|
|
|
$
|
102
|
|
Federal agency securities
|
425
|
|
|
555
|
|
|
150
|
|
|||
Obligations of states and political subdivisions
|
5
|
|
|
9
|
|
|
36
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
Residential agency
|
17,474
|
|
|
21,283
|
|
|
22,184
|
|
|||
Residential non-agency
|
9
|
|
|
13
|
|
|
16
|
|
|||
Commercial agency
|
1,154
|
|
|
725
|
|
|
326
|
|
|||
Commercial non-agency
|
1,211
|
|
|
1,098
|
|
|
321
|
|
|||
Corporate and other debt securities
|
2,827
|
|
|
2,835
|
|
|
537
|
|
|||
Equity securities
|
676
|
|
|
682
|
|
|
815
|
|
|||
|
$
|
23,838
|
|
|
$
|
27,254
|
|
|
$
|
24,487
|
|
|
|
Securities Maturing as of December 31, 2013
|
||||||||||||||||||
|
|
Within One
Year
|
|
After One But
Within Five
Years
|
|
After Five But
Within Ten
Years
|
|
After Ten
Years
|
|
Total
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Securities
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury securities
|
|
$
|
10
|
|
|
$
|
41
|
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
57
|
|
Federal agency securities
|
|
3
|
|
|
20
|
|
|
402
|
|
|
—
|
|
|
425
|
|
|||||
Obligations of states and political subdivisions
|
|
1
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
5
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residential agency
|
|
2
|
|
|
202
|
|
|
1,240
|
|
|
16,030
|
|
|
17,474
|
|
|||||
Residential non-agency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||
Commercial agency
|
|
—
|
|
|
321
|
|
|
580
|
|
|
253
|
|
|
1,154
|
|
|||||
Commercial non-agency
|
|
—
|
|
|
180
|
|
|
276
|
|
|
755
|
|
|
1,211
|
|
|||||
Corporate and other debt securities
|
|
37
|
|
|
1,032
|
|
|
1,398
|
|
|
360
|
|
|
2,827
|
|
|||||
|
|
$
|
53
|
|
|
$
|
1,798
|
|
|
$
|
3,901
|
|
|
$
|
17,410
|
|
|
$
|
23,162
|
|
Weighted-average yield
(2)
|
|
3.03
|
%
|
|
2.22
|
%
|
|
2.55
|
%
|
|
2.71
|
%
|
|
2.65
|
%
|
(1)
|
Federal Reserve Bank stock, Federal Home Loan Bank stock, and equity stock of other corporations held by Regions are not included in the table.
|
(2)
|
The weighted-average yields are calculated on the basis of the yield to maturity based on the book value of each security. Weighted-average yields on tax-exempt obligations have been computed on a taxable-equivalent basis using a tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit. Average tax-exempt securities were maintained at such a small balance in 2013 that the taxable-equivalent adjustments for the calculation of yields amounted to zero for the year ended
December 31, 2013
. Yields on tax-exempt obligations have not been adjusted for the non-deductible portion of interest expense used to finance the purchase of tax-exempt obligations.
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In millions, net of unearned income)
|
||||||||||||||||||
Commercial and industrial
|
$
|
29,413
|
|
|
$
|
26,674
|
|
|
$
|
24,522
|
|
|
$
|
22,540
|
|
|
$
|
21,547
|
|
Commercial real estate mortgage—owner-occupied
|
9,495
|
|
|
10,095
|
|
|
11,166
|
|
|
12,046
|
|
|
12,054
|
|
|||||
Commercial real estate construction—owner-occupied
|
310
|
|
|
302
|
|
|
337
|
|
|
470
|
|
|
751
|
|
|||||
Total commercial
|
39,218
|
|
|
37,071
|
|
|
36,025
|
|
|
35,056
|
|
|
34,352
|
|
|||||
Commercial investor real estate mortgage
|
5,318
|
|
|
6,808
|
|
|
9,702
|
|
|
13,621
|
|
|
16,109
|
|
|||||
Commercial investor real estate construction
|
1,432
|
|
|
914
|
|
|
1,025
|
|
|
2,287
|
|
|
5,591
|
|
|||||
Total investor real estate
|
6,750
|
|
|
7,722
|
|
|
10,727
|
|
|
15,908
|
|
|
21,700
|
|
|||||
Residential first mortgage
|
12,163
|
|
|
12,963
|
|
|
13,784
|
|
|
14,898
|
|
|
15,632
|
|
|||||
Home equity
|
11,294
|
|
|
11,800
|
|
|
13,021
|
|
|
14,226
|
|
|
15,381
|
|
|||||
Indirect
|
3,075
|
|
|
2,336
|
|
|
1,848
|
|
|
1,592
|
|
|
2,452
|
|
|||||
Consumer credit card
|
948
|
|
|
906
|
|
|
987
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
1,161
|
|
|
1,197
|
|
|
1,202
|
|
|
1,184
|
|
|
1,157
|
|
|||||
Total consumer
|
28,641
|
|
|
29,202
|
|
|
30,842
|
|
|
31,900
|
|
|
34,622
|
|
|||||
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
|
$
|
90,674
|
|
|
|
Loans Maturing as of December 31, 2013
(2)
|
||||||||||||||
|
|
Within
One Year
|
|
After One
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Commercial and industrial
(1)
|
|
$
|
4,424
|
|
|
$
|
18,670
|
|
|
$
|
6,193
|
|
|
$
|
29,287
|
|
Commercial real estate mortgage—owner-occupied
|
|
1,198
|
|
|
4,799
|
|
|
3,498
|
|
|
9,495
|
|
||||
Commercial real estate construction—owner occupied
|
|
26
|
|
|
127
|
|
|
157
|
|
|
310
|
|
||||
Total commercial
|
|
5,648
|
|
|
23,596
|
|
|
9,848
|
|
|
39,092
|
|
||||
Commercial investor real estate mortgage
|
|
2,036
|
|
|
2,776
|
|
|
506
|
|
|
5,318
|
|
||||
Commercial investor real estate construction
|
|
493
|
|
|
906
|
|
|
33
|
|
|
1,432
|
|
||||
Total investor real estate
|
|
2,529
|
|
|
3,682
|
|
|
539
|
|
|
6,750
|
|
||||
|
|
$
|
8,177
|
|
|
$
|
27,278
|
|
|
$
|
10,387
|
|
|
$
|
45,842
|
|
|
|
Predetermined
Rate
|
|
Variable
Rate
|
||||
|
|
(In millions)
|
||||||
Due after one year but within five years
|
|
$
|
5,364
|
|
|
$
|
21,915
|
|
Due after five years
|
|
6,204
|
|
|
4,182
|
|
||
|
|
$
|
11,568
|
|
|
$
|
26,097
|
|
|
2013
|
|
2012
|
||||||||||
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
||||||
|
(Dollars in millions)
|
||||||||||||
Real estate
|
$
|
4,992
|
|
|
12.7
|
%
|
|
$
|
4,388
|
|
|
11.8
|
%
|
Healthcare
|
4,805
|
|
|
12.3
|
|
|
4,545
|
|
|
12.3
|
|
||
Manufacturing
|
3,831
|
|
|
9.8
|
|
|
3,838
|
|
|
10.4
|
|
||
Financial services
|
3,265
|
|
|
8.3
|
|
|
3,061
|
|
|
8.2
|
|
||
Wholesale goods
|
3,026
|
|
|
7.7
|
|
|
2,998
|
|
|
8.1
|
|
||
Energy and utilities
|
2,891
|
|
|
7.4
|
|
|
2,659
|
|
|
7.2
|
|
||
Religious, leisure, personal and non-profit services
|
2,352
|
|
|
6.0
|
|
|
2,417
|
|
|
6.5
|
|
||
Retail trade
|
2,286
|
|
|
5.8
|
|
|
2,048
|
|
|
5.5
|
|
||
Transportation and warehousing
|
2,220
|
|
|
5.7
|
|
|
2,225
|
|
|
6.0
|
|
||
Restaurant, accommodation and lodging
|
1,959
|
|
|
5.0
|
|
|
1,857
|
|
|
5.0
|
|
||
Educational services
|
1,579
|
|
|
4.0
|
|
|
1,503
|
|
|
4.0
|
|
||
Professional, scientific and technical services
|
1,449
|
|
|
3.7
|
|
|
1,398
|
|
|
3.8
|
|
||
Government and public sector
|
1,437
|
|
|
3.7
|
|
|
1,147
|
|
|
3.1
|
|
||
Administrative, support, waste and repair
|
1,192
|
|
|
3.0
|
|
|
1,401
|
|
|
3.8
|
|
||
Agriculture
|
859
|
|
|
2.2
|
|
|
778
|
|
|
2.1
|
|
||
Information
|
747
|
|
|
1.9
|
|
|
523
|
|
|
1.4
|
|
||
Other
|
328
|
|
|
0.8
|
|
|
285
|
|
|
0.8
|
|
||
|
$
|
39,218
|
|
|
100.0
|
%
|
|
$
|
37,071
|
|
|
100.0
|
%
|
|
|
2013
|
||||||||||||||||||||||||||||||||||
|
|
Florida
|
|
All Other States
|
|
Total
|
||||||||||||||||||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
||||||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Balance
|
|
$
|
1,849
|
|
|
$
|
2,133
|
|
|
$
|
3,982
|
|
|
$
|
4,149
|
|
|
$
|
3,163
|
|
|
$
|
7,312
|
|
|
$
|
5,998
|
|
|
$
|
5,296
|
|
|
$
|
11,294
|
|
Net charge-offs
|
|
18
|
|
|
57
|
|
|
75
|
|
|
17
|
|
|
32
|
|
|
49
|
|
|
35
|
|
|
89
|
|
|
124
|
|
|||||||||
Net charge-off %
(1)
|
|
0.95
|
%
|
|
2.51
|
%
|
|
1.81
|
%
|
|
0.43
|
%
|
|
0.95
|
%
|
|
0.67
|
%
|
|
0.60
|
%
|
|
1.57
|
%
|
|
1.08
|
%
|
|
|
2012
|
||||||||||||||||||||||||||||||||||
|
|
Florida
|
|
All Other States
|
|
Total
|
||||||||||||||||||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
|
1st Lien
|
|
2nd Lien
|
|
Total
|
||||||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||||
Balance
|
|
$
|
1,870
|
|
|
$
|
2,433
|
|
|
$
|
4,303
|
|
|
$
|
3,752
|
|
|
$
|
3,745
|
|
|
$
|
7,497
|
|
|
$
|
5,622
|
|
|
$
|
6,178
|
|
|
$
|
11,800
|
|
Net charge-offs
|
|
33
|
|
|
113
|
|
|
146
|
|
|
29
|
|
|
59
|
|
|
88
|
|
|
62
|
|
|
172
|
|
|
234
|
|
|||||||||
Net charge-off %
(1)
|
|
1.71
|
%
|
|
4.38
|
%
|
|
3.25
|
%
|
|
0.77
|
%
|
|
1.45
|
%
|
|
1.12
|
%
|
|
1.08
|
%
|
|
2.60
|
%
|
|
1.90
|
%
|
(1)
|
Net charge-off percentages are calculated as a percent of average balances.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
Residential
First Mortgage
|
|
Home Equity
|
|
Residential
First Mortgage
|
|
Home Equity
|
||||||||||||||||
|
|
|
1st Lien
|
|
2nd Lien
|
|
|
1st Lien
|
|
2nd Lien
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Estimated current loan to value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Above 100%
|
|
$
|
733
|
|
|
$
|
416
|
|
|
$
|
1,034
|
|
|
$
|
1,662
|
|
|
$
|
538
|
|
|
$
|
1,450
|
|
80% - 100%
|
|
2,050
|
|
|
737
|
|
|
1,294
|
|
|
2,610
|
|
|
766
|
|
|
1,468
|
|
||||||
Below 80%
|
|
8,899
|
|
|
4,646
|
|
|
2,501
|
|
|
8,248
|
|
|
4,082
|
|
|
2,595
|
|
||||||
Data not available
|
|
481
|
|
|
199
|
|
|
467
|
|
|
443
|
|
|
236
|
|
|
665
|
|
||||||
|
|
$
|
12,163
|
|
|
$
|
5,998
|
|
|
$
|
5,296
|
|
|
$
|
12,963
|
|
|
$
|
5,622
|
|
|
$
|
6,178
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
Residential
First Mortgage
|
|
Home
Equity
|
|
Indirect
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||
|
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Below 620
|
|
$
|
886
|
|
|
$
|
324
|
|
|
$
|
322
|
|
|
$
|
312
|
|
|
$
|
38
|
|
|
$
|
87
|
|
620 - 680
|
|
1,022
|
|
|
533
|
|
|
527
|
|
|
470
|
|
|
130
|
|
|
142
|
|
||||||
681 - 720
|
|
1,341
|
|
|
725
|
|
|
672
|
|
|
511
|
|
|
216
|
|
|
177
|
|
||||||
Above 720
|
|
8,091
|
|
|
4,052
|
|
|
3,491
|
|
|
1,599
|
|
|
563
|
|
|
425
|
|
||||||
Data not available
|
|
823
|
|
|
364
|
|
|
284
|
|
|
183
|
|
|
1
|
|
|
330
|
|
||||||
|
|
$
|
12,163
|
|
|
$
|
5,998
|
|
|
$
|
5,296
|
|
|
$
|
3,075
|
|
|
$
|
948
|
|
|
$
|
1,161
|
|
|
|
December 31, 2012
|
||||||||||||||||||||||
|
|
Residential
First Mortgage
|
|
Home
Equity
|
|
Indirect
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||
|
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Below 620
|
|
$
|
1,212
|
|
|
$
|
370
|
|
|
$
|
419
|
|
|
$
|
218
|
|
|
$
|
57
|
|
|
$
|
97
|
|
620 - 680
|
|
1,259
|
|
|
536
|
|
|
589
|
|
|
352
|
|
|
135
|
|
|
134
|
|
||||||
681 - 720
|
|
1,435
|
|
|
675
|
|
|
772
|
|
|
354
|
|
|
211
|
|
|
160
|
|
||||||
Above 720
|
|
8,214
|
|
|
3,508
|
|
|
4,053
|
|
|
1,085
|
|
|
494
|
|
|
383
|
|
||||||
Data not available
|
|
843
|
|
|
533
|
|
|
345
|
|
|
327
|
|
|
9
|
|
|
423
|
|
||||||
|
|
$
|
12,963
|
|
|
$
|
5,622
|
|
|
$
|
6,178
|
|
|
$
|
2,336
|
|
|
$
|
906
|
|
|
$
|
1,197
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Allowance for loan losses at January 1
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,185
|
|
|
$
|
3,114
|
|
|
$
|
1,826
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
186
|
|
|
203
|
|
|
294
|
|
|
429
|
|
|
384
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
125
|
|
|
193
|
|
|
248
|
|
|
225
|
|
|
89
|
|
|||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
8
|
|
|
8
|
|
|
25
|
|
|
19
|
|
|||||
Commercial investor real estate mortgage
|
69
|
|
|
226
|
|
|
685
|
|
|
879
|
|
|
590
|
|
|||||
Commercial investor real estate construction
|
1
|
|
|
46
|
|
|
195
|
|
|
565
|
|
|
488
|
|
|||||
Residential first mortgage
|
223
|
|
|
147
|
|
|
220
|
|
|
240
|
|
|
206
|
|
|||||
Home equity
|
159
|
|
|
266
|
|
|
353
|
|
|
432
|
|
|
442
|
|
|||||
Indirect
|
31
|
|
|
23
|
|
|
23
|
|
|
34
|
|
|
68
|
|
|||||
Consumer credit card
|
38
|
|
|
45
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
65
|
|
|
66
|
|
|
68
|
|
|
83
|
|
|
83
|
|
|||||
|
898
|
|
|
1,223
|
|
|
2,107
|
|
|
2,912
|
|
|
2,369
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
45
|
|
|
61
|
|
|
36
|
|
|
33
|
|
|
28
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
25
|
|
|
16
|
|
|
14
|
|
|
11
|
|
|
6
|
|
|||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Commercial investor real estate mortgage
|
35
|
|
|
36
|
|
|
27
|
|
|
14
|
|
|
8
|
|
|||||
Commercial investor real estate construction
|
5
|
|
|
9
|
|
|
6
|
|
|
10
|
|
|
4
|
|
|||||
Residential first mortgage
|
6
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
4
|
|
|||||
Home equity
|
35
|
|
|
32
|
|
|
25
|
|
|
18
|
|
|
27
|
|
|||||
Indirect
|
10
|
|
|
8
|
|
|
10
|
|
|
15
|
|
|
21
|
|
|||||
Consumer credit card
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
14
|
|
|
15
|
|
|
16
|
|
|
16
|
|
|
17
|
|
|||||
|
182
|
|
|
184
|
|
|
137
|
|
|
120
|
|
|
116
|
|
|||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
141
|
|
|
142
|
|
|
258
|
|
|
396
|
|
|
356
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
100
|
|
|
177
|
|
|
234
|
|
|
214
|
|
|
83
|
|
|||||
Commercial real estate construction—owner-occupied
|
(2
|
)
|
|
8
|
|
|
8
|
|
|
24
|
|
|
18
|
|
|||||
Commercial investor real estate mortgage
|
34
|
|
|
190
|
|
|
658
|
|
|
865
|
|
|
582
|
|
|||||
Commercial investor real estate construction
|
(4
|
)
|
|
37
|
|
|
189
|
|
|
555
|
|
|
484
|
|
|||||
Residential first mortgage
|
217
|
|
|
142
|
|
|
217
|
|
|
238
|
|
|
202
|
|
|||||
Home equity
|
124
|
|
|
234
|
|
|
328
|
|
|
414
|
|
|
415
|
|
|||||
Indirect
|
21
|
|
|
15
|
|
|
13
|
|
|
19
|
|
|
47
|
|
|||||
Consumer credit card
|
34
|
|
|
43
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
51
|
|
|
51
|
|
|
52
|
|
|
67
|
|
|
66
|
|
|||||
|
716
|
|
|
1,039
|
|
|
1,970
|
|
|
2,792
|
|
|
2,253
|
|
|||||
Provision for loan losses
|
138
|
|
|
213
|
|
|
1,530
|
|
|
2,863
|
|
|
3,541
|
|
|||||
Allowance for loan losses at December 31
|
$
|
1,341
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,185
|
|
|
$
|
3,114
|
|
Reserve for unfunded credit commitments at January 1
|
$
|
83
|
|
|
$
|
78
|
|
|
$
|
71
|
|
|
$
|
74
|
|
|
$
|
74
|
|
Provision (credit) for unfunded credit losses
|
(5
|
)
|
|
5
|
|
|
7
|
|
|
(3
|
)
|
|
—
|
|
|||||
Reserve for unfunded credit commitments at December 31
|
$
|
78
|
|
|
$
|
83
|
|
|
$
|
78
|
|
|
$
|
71
|
|
|
$
|
74
|
|
Allowance for credit losses at December 31
|
$
|
1,419
|
|
|
$
|
2,002
|
|
|
$
|
2,823
|
|
|
$
|
3,256
|
|
|
$
|
3,188
|
|
Loans, net of unearned income, outstanding at end of period
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
|
$
|
90,674
|
|
Average loans, net of unearned income, outstanding for the period
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
|
$
|
86,660
|
|
|
$
|
94,523
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to loans, net of unearned income
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|
3.84
|
%
|
|
3.43
|
%
|
|||||
Allowance for loan losses to non-performing loans, excluding loans held for sale
|
1.24x
|
|
|
1.14x
|
|
|
1.16x
|
|
|
1.01x
|
|
|
0.89x
|
|
|||||
Net charge-offs as percentage of:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average loans, net of unearned income
|
0.96
|
%
|
|
1.37
|
%
|
|
2.44
|
%
|
|
3.22
|
%
|
|
2.38
|
%
|
|||||
Provision for loan losses
|
518.8
|
%
|
|
487.8
|
%
|
|
128.8
|
%
|
|
97.5
|
%
|
|
63.6
|
%
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||||||||||||||||
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|
Allocation
Amount
|
|
% Loans
in Each
Category
|
|||||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||||||||||
Commercial and industrial
|
$
|
427
|
|
|
39.4
|
%
|
|
$
|
497
|
|
|
36.1
|
%
|
|
$
|
586
|
|
|
31.6
|
%
|
|
$
|
641
|
|
|
27.2
|
%
|
|
$
|
638
|
|
|
23.8
|
%
|
Commercial real estate mortgage—owner-occupied
|
271
|
|
|
12.8
|
|
|
342
|
|
|
13.6
|
|
|
427
|
|
|
14.4
|
|
|
395
|
|
|
14.5
|
|
|
328
|
|
|
13.3
|
|
|||||
Commercial real estate construction—owner-occupied
|
13
|
|
|
0.4
|
|
|
8
|
|
|
0.4
|
|
|
17
|
|
|
0.4
|
|
|
19
|
|
|
0.6
|
|
|
37
|
|
|
0.8
|
|
|||||
Total commercial
|
711
|
|
|
52.6
|
|
|
847
|
|
|
50.1
|
|
|
1,030
|
|
|
46.4
|
|
|
1,055
|
|
|
42.3
|
|
|
1,003
|
|
|
37.9
|
|
|||||
Commercial investor real estate mortgage
|
210
|
|
|
7.1
|
|
|
424
|
|
|
9.2
|
|
|
784
|
|
|
12.5
|
|
|
1,030
|
|
|
16.4
|
|
|
929
|
|
|
17.8
|
|
|||||
Commercial investor real estate construction
|
26
|
|
|
1.9
|
|
|
45
|
|
|
1.2
|
|
|
207
|
|
|
1.3
|
|
|
340
|
|
|
2.8
|
|
|
536
|
|
|
6.2
|
|
|||||
Total investor real estate
|
236
|
|
|
9.0
|
|
|
469
|
|
|
10.4
|
|
|
991
|
|
|
13.8
|
|
|
1,370
|
|
|
19.2
|
|
|
1,465
|
|
|
24.0
|
|
|||||
Residential first mortgage
|
119
|
|
|
16.3
|
|
|
254
|
|
|
17.5
|
|
|
282
|
|
|
17.8
|
|
|
295
|
|
|
18.0
|
|
|
213
|
|
|
17.2
|
|
|||||
Home equity
|
160
|
|
|
15.1
|
|
|
252
|
|
|
16.0
|
|
|
356
|
|
|
16.8
|
|
|
414
|
|
|
17.2
|
|
|
374
|
|
|
17.0
|
|
|||||
Indirect
|
39
|
|
|
4.1
|
|
|
20
|
|
|
3.2
|
|
|
17
|
|
|
2.4
|
|
|
17
|
|
|
1.9
|
|
|
26
|
|
|
2.7
|
|
|||||
Consumer credit card
|
43
|
|
|
1.3
|
|
|
45
|
|
|
1.2
|
|
|
37
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
33
|
|
|
1.6
|
|
|
32
|
|
|
1.6
|
|
|
32
|
|
|
1.5
|
|
|
34
|
|
|
1.4
|
|
|
33
|
|
|
1.2
|
|
|||||
Total consumer
|
394
|
|
|
38.4
|
|
|
603
|
|
|
39.5
|
|
|
724
|
|
|
39.8
|
|
|
760
|
|
|
38.5
|
|
|
646
|
|
|
38.1
|
|
|||||
|
$
|
1,341
|
|
|
100.0
|
%
|
|
$
|
1,919
|
|
|
100.0
|
%
|
|
$
|
2,745
|
|
|
100.0
|
%
|
|
$
|
3,185
|
|
|
100.0
|
%
|
|
$
|
3,114
|
|
|
100.0
|
%
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
||||||||
|
|
(In millions)
|
||||||||||||||
Accruing:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
$
|
468
|
|
|
$
|
58
|
|
|
$
|
500
|
|
|
$
|
67
|
|
Investor real estate
|
|
511
|
|
|
46
|
|
|
873
|
|
|
112
|
|
||||
Residential first mortgage
|
|
307
|
|
|
48
|
|
|
984
|
|
|
131
|
|
||||
Home equity
|
|
361
|
|
|
23
|
|
|
391
|
|
|
35
|
|
||||
Indirect
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consumer credit card
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
|
26
|
|
|
—
|
|
|
41
|
|
|
1
|
|
||||
|
|
1,676
|
|
|
175
|
|
|
2,789
|
|
|
346
|
|
||||
Non-accrual status or 90 days past due and still accruing:
|
|
|
|
|
|
|
|
|
||||||||
Commercial
|
|
156
|
|
|
48
|
|
|
291
|
|
|
83
|
|
||||
Investor real estate
|
|
157
|
|
|
41
|
|
|
251
|
|
|
73
|
|
||||
Residential first mortgage
|
|
156
|
|
|
24
|
|
|
201
|
|
|
27
|
|
||||
Home equity
|
|
30
|
|
|
2
|
|
|
37
|
|
|
3
|
|
||||
|
|
499
|
|
|
115
|
|
|
780
|
|
|
186
|
|
||||
Total TDRs - Loans
|
|
$
|
2,175
|
|
|
$
|
290
|
|
|
$
|
3,569
|
|
|
$
|
532
|
|
|
|
|
|
|
|
|
|
|
||||||||
TDRs- Held For Sale
|
|
579
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Total TDRs
|
|
$
|
2,754
|
|
|
$
|
290
|
|
|
$
|
3,594
|
|
|
$
|
532
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Non-performing loans:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
257
|
|
|
$
|
409
|
|
|
$
|
457
|
|
|
$
|
467
|
|
|
$
|
427
|
|
Commercial real estate mortgage—owner-occupied
|
|
303
|
|
|
439
|
|
|
590
|
|
|
606
|
|
|
560
|
|
|||||
Commercial real estate construction—owner-occupied
|
|
17
|
|
|
14
|
|
|
25
|
|
|
29
|
|
|
50
|
|
|||||
Total commercial
|
|
577
|
|
|
862
|
|
|
1,072
|
|
|
1,102
|
|
|
1,037
|
|
|||||
Commercial investor real estate mortgage
|
|
238
|
|
|
457
|
|
|
734
|
|
|
1,265
|
|
|
1,203
|
|
|||||
Commercial investor real estate construction
|
|
10
|
|
|
20
|
|
|
180
|
|
|
452
|
|
|
1,067
|
|
|||||
Total investor real estate
|
|
248
|
|
|
477
|
|
|
914
|
|
|
1,717
|
|
|
2,270
|
|
|||||
Residential first mortgage
|
|
146
|
|
|
214
|
|
|
250
|
|
|
285
|
|
|
180
|
|
|||||
Home equity
|
|
111
|
|
|
128
|
|
|
136
|
|
|
56
|
|
|
1
|
|
|||||
Total consumer
|
|
257
|
|
|
342
|
|
|
386
|
|
|
341
|
|
|
181
|
|
|||||
Total non-performing loans, excluding loans held for sale
|
|
1,082
|
|
|
1,681
|
|
|
2,372
|
|
|
3,160
|
|
|
3,488
|
|
|||||
Non-performing loans held for sale
|
|
82
|
|
|
89
|
|
|
328
|
|
|
304
|
|
|
317
|
|
|||||
Total non-performing loans
(1)
|
|
1,164
|
|
|
1,770
|
|
|
2,700
|
|
|
3,464
|
|
|
3,805
|
|
|||||
Foreclosed properties
|
|
136
|
|
|
149
|
|
|
296
|
|
|
454
|
|
|
607
|
|
|||||
Total non-performing assets
(1)
|
|
$
|
1,300
|
|
|
$
|
1,919
|
|
|
$
|
2,996
|
|
|
$
|
3,918
|
|
|
$
|
4,412
|
|
Accruing loans 90 days past due:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
28
|
|
|
$
|
9
|
|
|
$
|
24
|
|
Commercial real estate mortgage—owner-occupied
|
|
6
|
|
|
6
|
|
|
9
|
|
|
6
|
|
|
16
|
|
|||||
Commercial real estate construction—owner-occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Total commercial
|
|
12
|
|
|
25
|
|
|
37
|
|
|
16
|
|
|
42
|
|
|||||
Commercial investor real estate mortgage
|
|
6
|
|
|
11
|
|
|
13
|
|
|
5
|
|
|
22
|
|
|||||
Commercial investor real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
8
|
|
|||||
Total investor real estate
|
|
6
|
|
|
11
|
|
|
13
|
|
|
6
|
|
|
30
|
|
|||||
Residential first mortgage
(2)
|
|
142
|
|
|
220
|
|
|
270
|
|
|
351
|
|
|
349
|
|
|||||
Home equity
|
|
75
|
|
|
87
|
|
|
93
|
|
|
198
|
|
|
241
|
|
|||||
Indirect
|
|
5
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
6
|
|
|||||
Consumer credit card
|
|
12
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
|
4
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
8
|
|
|||||
Total consumer
|
|
238
|
|
|
327
|
|
|
383
|
|
|
555
|
|
|
604
|
|
|||||
|
|
$
|
256
|
|
|
$
|
363
|
|
|
$
|
433
|
|
|
$
|
577
|
|
|
$
|
676
|
|
Restructured loans not included in the categories above
|
|
$
|
1,676
|
|
|
$
|
2,789
|
|
|
$
|
2,850
|
|
|
$
|
1,483
|
|
|
$
|
1,608
|
|
Restructured loans held for sale not included in the categories above
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-performing loans
(1)
to loans and non-performing loans held for sale
|
|
1.56
|
%
|
|
2.39
|
%
|
|
3.47
|
%
|
|
4.17
|
%
|
|
4.18
|
%
|
|||||
Non-performing assets
(1)
to loans, foreclosed properties and non-performing loans held for sale
|
|
1.74
|
%
|
|
2.59
|
%
|
|
3.83
|
%
|
|
4.69
|
%
|
|
4.82
|
%
|
(1)
|
Excludes accruing loans 90 days past due.
|
(2)
|
Excludes residential first mortgage loans that are 100% guaranteed by the Federal Housing Administration (FHA) and also those 100% guaranteed by the Government National Mortgage Association (GNMA) where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $106 million at December 31, 2013, $87 million at December 31, 2012, $14 million at December 31, 2011, $8 million at December 31, 2010 and $12 million at December 31, 2009.
|
|
|
Non-Accrual Loans, Excluding Loans Held for Sale
2013
|
||||||||||||||
|
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer
(1)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
|
$
|
862
|
|
|
$
|
477
|
|
|
$
|
342
|
|
|
$
|
1,681
|
|
Additions
|
|
755
|
|
|
295
|
|
|
(71
|
)
|
|
979
|
|
||||
Net payments/other activity
|
|
(387
|
)
|
|
(263
|
)
|
|
—
|
|
|
(650
|
)
|
||||
Return to accrual
|
|
(195
|
)
|
|
(129
|
)
|
|
—
|
|
|
(324
|
)
|
||||
Charge-offs on non-accrual loans
(2)
|
|
(303
|
)
|
|
(66
|
)
|
|
(1
|
)
|
|
(370
|
)
|
||||
Transfers to held for sale
(3)
|
|
(108
|
)
|
|
(43
|
)
|
|
(13
|
)
|
|
(164
|
)
|
||||
Transfers to foreclosed properties
|
|
(26
|
)
|
|
(17
|
)
|
|
—
|
|
|
(43
|
)
|
||||
Sales
|
|
(21
|
)
|
|
(6
|
)
|
|
—
|
|
|
(27
|
)
|
||||
Balance at end of year
|
|
$
|
577
|
|
|
$
|
248
|
|
|
$
|
257
|
|
|
$
|
1,082
|
|
|
|
Non-Accrual Loans, Excluding Loans Held for Sale
2012
|
||||||||||||||
|
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer
(1)
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
|
$
|
1,072
|
|
|
$
|
914
|
|
|
$
|
386
|
|
|
$
|
2,372
|
|
Additions
|
|
841
|
|
|
698
|
|
|
(30
|
)
|
|
1,509
|
|
||||
Net payments/other activity
|
|
(348
|
)
|
|
(427
|
)
|
|
—
|
|
|
(775
|
)
|
||||
Return to accrual
|
|
(101
|
)
|
|
(213
|
)
|
|
—
|
|
|
(314
|
)
|
||||
Charge-offs on non-accrual loans
(2)
|
|
(390
|
)
|
|
(261
|
)
|
|
(6
|
)
|
|
(657
|
)
|
||||
Transfers to held for sale
(3)
|
|
(120
|
)
|
|
(178
|
)
|
|
(4
|
)
|
|
(302
|
)
|
||||
Transfers to foreclosed properties
|
|
(67
|
)
|
|
(28
|
)
|
|
—
|
|
|
(95
|
)
|
||||
Sales
|
|
(25
|
)
|
|
(28
|
)
|
|
(4
|
)
|
|
(57
|
)
|
||||
Balance at end of year
|
|
$
|
862
|
|
|
$
|
477
|
|
|
$
|
342
|
|
|
$
|
1,681
|
|
(1)
|
All net activity within the consumer portfolio segment other than sales and transfers to held for sale (including related charge-offs) is included as a single net number within the additions line, due to the relative immateriality of consumer non-accrual loans.
|
(2)
|
Includes charge-offs on loans on non-accrual status and charge-offs taken upon sale and transfer of non-accrual loans to held for sale.
|
(3)
|
Transfers to held for sale are shown net of charge-offs of $93 million and $163 million recorded upon transfer for the years ended December 31, 2013 and 2012, respectively.
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Balance at beginning of year
|
|
$
|
89
|
|
|
$
|
328
|
|
Transfers in
|
|
164
|
|
|
302
|
|
||
Sales
|
|
(117
|
)
|
|
(470
|
)
|
||
Writedowns
|
|
(2
|
)
|
|
(9
|
)
|
||
Loans moved from held for sale/other activity
|
|
(40
|
)
|
|
(29
|
)
|
||
Transfers to foreclosed properties
|
|
(12
|
)
|
|
(33
|
)
|
||
Balance at end of year
|
|
$
|
82
|
|
|
$
|
89
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Balance at beginning of year
|
|
$
|
149
|
|
|
$
|
296
|
|
Transfer from loans
|
|
229
|
|
|
294
|
|
||
Valuation adjustments
|
|
(35
|
)
|
|
(66
|
)
|
||
Foreclosed property sold
|
|
(199
|
)
|
|
(370
|
)
|
||
Payments and other
|
|
(8
|
)
|
|
(5
|
)
|
||
|
|
(13
|
)
|
|
(147
|
)
|
||
Balance at end of year
|
|
$
|
136
|
|
|
$
|
149
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Non-interest-bearing demand
|
$
|
30,083
|
|
|
$
|
29,963
|
|
|
$
|
28,209
|
|
Savings
|
6,050
|
|
|
5,760
|
|
|
5,159
|
|
|||
Interest-bearing transaction
|
20,789
|
|
|
21,096
|
|
|
19,388
|
|
|||
Money market—domestic
|
25,635
|
|
|
24,901
|
|
|
23,028
|
|
|||
Money market—foreign
|
220
|
|
|
311
|
|
|
460
|
|
|||
Low-cost deposits
|
82,777
|
|
|
82,031
|
|
|
76,244
|
|
|||
Time deposits
|
9,608
|
|
|
13,443
|
|
|
19,378
|
|
|||
Customer deposits
|
92,385
|
|
|
95,474
|
|
|
95,622
|
|
|||
Corporate treasury time deposits
|
68
|
|
|
—
|
|
|
5
|
|
|||
|
$
|
92,453
|
|
|
$
|
95,474
|
|
|
$
|
95,627
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(Dollars in millions)
|
||||||||||
Federal funds purchased:
|
|
|
|
|
|
|
||||||
Balance at year-end
|
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
18
|
|
Average outstanding (based on average daily balances)
|
|
19
|
|
|
21
|
|
|
19
|
|
|||
Maximum amount outstanding at any month-end
|
|
29
|
|
|
28
|
|
|
22
|
|
|||
Weighted average interest rate at year-end
|
|
0.2
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
Weighted average interest rate on amounts outstanding during the year (based on average daily balances)
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
|
|
|
|
|
|
|
||||||
Securities sold under agreements to repurchase
|
|
|
|
|
|
|
||||||
Balance at year-end
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
969
|
|
Average outstanding (based on average daily balances)
|
|
234
|
|
|
633
|
|
|
419
|
|
|||
Maximum amount outstanding at any month-end
|
|
1,425
|
|
|
1,940
|
|
|
969
|
|
|||
Weighted average interest rate at year-end
|
|
—
|
%
|
|
—
|
%
|
|
(0.2
|
)%
|
|||
Weighted average interest rate on amounts outstanding during the year (based on average daily balances)
|
|
0.1
|
%
|
|
0.1
|
%
|
|
(0.6
|
)%
|
|
As of December 31, 2012
|
|||
|
Standard & Poor's
|
Moody’s
|
Fitch
|
DBRS
|
Regions Financial Corporation
|
|
|
|
|
Senior notes
|
BBB-
|
Ba1
|
BBB-
|
BBB
|
Subordinated notes
|
BB+
|
Ba2
|
BB+
|
BBBL
|
Junior subordinated notes
|
BB
|
Ba3
|
B+
|
BBBL
|
Regions Bank
|
|
|
|
|
Short-term debt
|
A-2
|
P-3
|
F3
|
R-2H
|
Long-term bank deposits
|
BBB
|
Baa3
|
BBB
|
BBBH
|
Long-term debt
|
BBB
|
Baa3
|
BBB-
|
BBBH
|
Subordinated debt
|
BBB-
|
Ba1
|
BB+
|
BBB
|
Outlook
|
Stable
|
Stable
|
Positive
|
Stable
|
•
|
4.5% CET1 to risk-weighted assets.
|
•
|
6.0% Tier 1 capital to risk-weighted assets.
|
•
|
8.0% Total capital to risk-weighted assets.
|
•
|
Applying a 150% risk weight instead of a 100% risk weight for certain high volatility commercial real estate acquisition, development and construction loans.
|
•
|
Assigning a 150% risk weight to exposures (other than secured exposures including residential mortgage exposures) that are 90 days or more past due (currently set at 100%).
|
•
|
Providing for a 20% credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable (currently set at 0%).
|
•
|
Providing for a risk weight, generally not less than 20% with certain exceptions, for securities lending transactions based on the risk weight category of the underlying collateral securing the transaction (currently set at between 20% and 100% for on balance sheet transactions).
|
•
|
Providing for a 100% risk weight for claims on securities firms (currently set at 20%).
|
•
|
Eliminating the current 50% cap on the risk weight for over-the-counter derivative exposures.
|
•
|
Replacing the existing Ratings Based Approach for certain asset-backed securities with a Simplified Supervisory Framework Approach ("SSFA") which results in risk weights ranging from 20% to 1,250%.
|
•
|
Applying a 250% risk weight to the portion of mortgage servicing rights and deferred tax assets that are includible in capital (currently set at 100%).
|
•
|
Applying a 20% conversion factor to the unused portion of commitments of less than one year.
|
•
|
Applying a 250% risk weight to the portion of mortgage servicing rights and deferred tax assets that are includible in capital.
|
•
|
Applying a 150% risk weight to high volatility commercial real estate exposures.
|
•
|
Deciphering internal and external signals that point to possible risk issues for the Company;
|
•
|
Identifying risks and determining which Company areas and/or products will be affected;
|
•
|
Ensuring there are mechanisms in place to specifically determine how risks will affect the Company as a whole and the individual area and or product;
|
•
|
Assisting Business Groups in analyzing trends and ensuring Company areas have appropriate risk identification and mitigation processes in place; and
|
•
|
Reviewing the limits, policies, and procedures in place to ensure the continued appropriateness of risk controls.
|
|
Estimated Annual Change
in Net Interest Income
December 31, 2013
|
||
|
(In millions)
|
||
Gradual Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
256
|
|
+ 100 basis points
|
136
|
|
|
- 50 basis points
|
(100
|
)
|
|
|
|
||
Instantaneous Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
311
|
|
+ 100 basis points
|
180
|
|
|
- 50 basis points
|
(136
|
)
|
|
|
Payments Due By Period
(1)
|
||||||||||||||||||||||
|
|
Less than 1
Year
|
|
1-3 Years
|
|
4-5 Years
|
|
More than 5
Years
|
|
Indeterminable
Maturity
|
|
Total
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Deposits
(2)
|
|
$
|
4,577
|
|
|
$
|
3,353
|
|
|
$
|
1,724
|
|
|
$
|
22
|
|
|
$
|
82,777
|
|
|
$
|
92,453
|
|
Short-term borrowings
|
|
2,182
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,182
|
|
||||||
Long-term borrowings
|
|
1,359
|
|
|
875
|
|
|
1,485
|
|
|
1,111
|
|
|
—
|
|
|
4,830
|
|
||||||
Lease obligations
|
|
140
|
|
|
241
|
|
|
165
|
|
|
364
|
|
|
—
|
|
|
910
|
|
||||||
Purchase obligations
|
|
50
|
|
|
59
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||
Benefit obligations
(3)
|
|
21
|
|
|
25
|
|
|
47
|
|
|
70
|
|
|
—
|
|
|
163
|
|
||||||
Commitments to fund low income housing partnerships
(4)
|
|
604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
604
|
|
||||||
Unrecognized tax benefits
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||||
Indemnification obligation
(6)
|
|
—
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
260
|
|
||||||
|
|
$
|
8,933
|
|
|
$
|
4,813
|
|
|
$
|
3,437
|
|
|
$
|
1,567
|
|
|
$
|
82,832
|
|
|
$
|
101,582
|
|
(1)
|
See Note 23 “Commitments, Contingencies and Guarantees” to the consolidated financial statements for the Company’s commercial commitments at December 31, 2013.
|
(2)
|
Deposits with indeterminable maturity include non-interest bearing demand, savings, interest-bearing transaction accounts and money market accounts.
|
(3)
|
Amounts only include obligations related to the unfunded non-qualified pension plan and postretirement health care plan.
|
(4)
|
Commitments to fund low income housing partnerships do not have defined maturity dates. Therefore, they have been considered due on demand, maturing one year or less.
|
(5)
|
Includes liabilities for unrecognized tax benefits of $51 million and tax-related interest and penalties of $4 million. See Note 19 “Income Taxes” to the consolidated financial statements.
|
(6)
|
See Note 23 “Commitments, Contingencies and Guarantees” to the consolidated financial statements for a description of the indemnification obligation to Raymond James, and the rationale for the expected payment timeframe.
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||||||||||||||
Total interest income
|
$
|
917
|
|
|
$
|
911
|
|
|
$
|
907
|
|
|
$
|
911
|
|
|
$
|
948
|
|
|
$
|
964
|
|
|
$
|
994
|
|
|
$
|
997
|
|
Total interest expense
|
85
|
|
|
87
|
|
|
99
|
|
|
113
|
|
|
130
|
|
|
147
|
|
|
156
|
|
|
170
|
|
||||||||
Net interest income
|
832
|
|
|
824
|
|
|
808
|
|
|
798
|
|
|
818
|
|
|
817
|
|
|
838
|
|
|
827
|
|
||||||||
Provision for loan losses
|
79
|
|
|
18
|
|
|
31
|
|
|
10
|
|
|
37
|
|
|
33
|
|
|
26
|
|
|
117
|
|
||||||||
Net interest income after provision for loan losses
|
753
|
|
|
806
|
|
|
777
|
|
|
788
|
|
|
781
|
|
|
784
|
|
|
812
|
|
|
710
|
|
||||||||
Total non-interest income, excluding securities gains, net
|
526
|
|
|
492
|
|
|
489
|
|
|
486
|
|
|
524
|
|
|
521
|
|
|
495
|
|
|
512
|
|
||||||||
Securities gains, net
|
—
|
|
|
3
|
|
|
8
|
|
|
15
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
||||||||
Total non-interest expense
|
946
|
|
|
884
|
|
|
884
|
|
|
842
|
|
|
902
|
|
|
869
|
|
|
842
|
|
|
913
|
|
||||||||
Income from continuing operations before income taxes
|
333
|
|
|
417
|
|
|
390
|
|
|
447
|
|
|
415
|
|
|
448
|
|
|
477
|
|
|
321
|
|
||||||||
Income tax expense
|
92
|
|
|
124
|
|
|
122
|
|
|
114
|
|
|
138
|
|
|
136
|
|
|
126
|
|
|
82
|
|
||||||||
Income from continuing operations
|
241
|
|
|
293
|
|
|
268
|
|
|
333
|
|
|
277
|
|
|
312
|
|
|
351
|
|
|
239
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from discontinued operations before income taxes
|
(25
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
4
|
|
|
(19
|
)
|
|
(19
|
)
|
|
4
|
|
|
(65
|
)
|
||||||||
Income tax expense (benefit)
|
(11
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
(7
|
)
|
|
(8
|
)
|
|
—
|
|
|
(25
|
)
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(14
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|
(12
|
)
|
|
(11
|
)
|
|
4
|
|
|
(40
|
)
|
||||||||
Net income
|
$
|
227
|
|
|
$
|
293
|
|
|
$
|
267
|
|
|
$
|
335
|
|
|
$
|
265
|
|
|
$
|
301
|
|
|
$
|
355
|
|
|
$
|
199
|
|
Income from continuing operations available to common shareholders
|
$
|
233
|
|
|
$
|
285
|
|
|
$
|
260
|
|
|
$
|
325
|
|
|
$
|
273
|
|
|
$
|
312
|
|
|
$
|
280
|
|
|
$
|
185
|
|
Net income available to common shareholders
|
$
|
219
|
|
|
$
|
285
|
|
|
$
|
259
|
|
|
$
|
327
|
|
|
$
|
261
|
|
|
$
|
301
|
|
|
$
|
284
|
|
|
$
|
145
|
|
Earnings per common share from continuing operations:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.17
|
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
|
$
|
0.19
|
|
|
$
|
0.22
|
|
|
$
|
0.20
|
|
|
$
|
0.14
|
|
Diluted
|
0.17
|
|
|
0.20
|
|
|
0.18
|
|
|
0.23
|
|
|
0.19
|
|
|
0.22
|
|
|
0.20
|
|
|
0.14
|
|
||||||||
Earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.16
|
|
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.11
|
|
Diluted
|
0.16
|
|
|
0.20
|
|
|
0.18
|
|
|
0.23
|
|
|
0.18
|
|
|
0.21
|
|
|
0.20
|
|
|
0.11
|
|
||||||||
Cash dividends declared per share
|
0.03
|
|
|
0.03
|
|
|
0.03
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
||||||||
Market price:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
10.13
|
|
|
$
|
10.52
|
|
|
$
|
9.71
|
|
|
$
|
8.44
|
|
|
$
|
7.72
|
|
|
$
|
7.73
|
|
|
$
|
6.98
|
|
|
$
|
6.69
|
|
Low
|
9.19
|
|
|
8.84
|
|
|
7.62
|
|
|
7.13
|
|
|
6.19
|
|
|
6.22
|
|
|
5.46
|
|
|
4.21
|
|
(1)
|
Quarterly amounts may not add to year-to-date amounts due to rounding.
|
(2)
|
High and low market prices are based on intraday sales prices.
|
|
|
|
|
|
REGIONS FINANCIAL CORPORATION
|
|
|
|
|
by
|
/
S
/ O. B. G
RAYSON
H
ALL
, J
R
.
|
|
|
O. B. Grayson Hall, Jr.
President and Chief Executive Officer
|
|
|
|
|
by
|
/
S
/ D
AVID
J. T
URNER
, J
R
.
|
|
|
David J. Turner, Jr.
Chief Financial Officer
|
|
December 31
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions, except share data)
|
||||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
1,661
|
|
|
$
|
1,979
|
|
Interest-bearing deposits in other banks
|
3,612
|
|
|
3,510
|
|
||
Trading account securities
|
111
|
|
|
116
|
|
||
Securities held to maturity (estimated fair value of $2,307 and $11, respectively)
|
2,353
|
|
|
10
|
|
||
Securities available for sale
|
21,485
|
|
|
27,244
|
|
||
Loans held for sale (includes $429 and $1,282 measured at fair value, respectively)
|
1,055
|
|
|
1,383
|
|
||
Loans, net of unearned income
|
74,609
|
|
|
73,995
|
|
||
Allowance for loan losses
|
(1,341
|
)
|
|
(1,919
|
)
|
||
Net loans
|
73,268
|
|
|
72,076
|
|
||
Other interest-earning assets
|
86
|
|
|
900
|
|
||
Premises and equipment, net
|
2,216
|
|
|
2,279
|
|
||
Interest receivable
|
313
|
|
|
344
|
|
||
Goodwill
|
4,816
|
|
|
4,816
|
|
||
Mortgage servicing rights at fair value
|
297
|
|
|
191
|
|
||
Other identifiable intangible assets
|
295
|
|
|
345
|
|
||
Other assets
|
5,828
|
|
|
6,154
|
|
||
Total assets
|
$
|
117,396
|
|
|
$
|
121,347
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
30,083
|
|
|
$
|
29,963
|
|
Interest-bearing
|
62,370
|
|
|
65,511
|
|
||
Total deposits
|
92,453
|
|
|
95,474
|
|
||
Borrowed funds:
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
2,182
|
|
|
1,449
|
|
||
Other short-term borrowings
|
—
|
|
|
125
|
|
||
Total short-term borrowings
|
2,182
|
|
|
1,574
|
|
||
Long-term borrowings
|
4,830
|
|
|
5,861
|
|
||
Total borrowed funds
|
7,012
|
|
|
7,435
|
|
||
Other liabilities
|
2,163
|
|
|
2,939
|
|
||
Total liabilities
|
101,628
|
|
|
105,848
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, authorized 10 million shares:
|
|
|
|
||||
Series A, non-cumulative perpetual, par value $1.00 (liquidation preference $1,000.00) per share, including related surplus, net of discount;
Issued—500,000 shares
|
450
|
|
|
482
|
|
||
Common stock, par value $.01 per share:
|
|
|
|
||||
Authorized 3 billion shares
|
|
|
|
||||
Issued including treasury stock—1,419,006,360 and 1,454,626,952 shares, respectively
|
14
|
|
|
15
|
|
||
Additional paid-in capital
|
19,216
|
|
|
19,652
|
|
||
Retained earnings (deficit)
|
(2,216
|
)
|
|
(3,338
|
)
|
||
Treasury stock, at cost—41,285,676 and 41,287,460 shares, respectively
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(319
|
)
|
|
65
|
|
||
Total stockholders’ equity
|
15,768
|
|
|
15,499
|
|
||
Total liabilities and stockholders’ equity
|
$
|
117,396
|
|
|
$
|
121,347
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share data)
|
||||||||||
Interest income on:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
3,005
|
|
|
$
|
3,178
|
|
|
$
|
3,444
|
|
Securities - taxable
|
603
|
|
|
681
|
|
|
758
|
|
|||
Loans held for sale
|
29
|
|
|
33
|
|
|
36
|
|
|||
Trading account securities
|
3
|
|
|
2
|
|
|
1
|
|
|||
Other interest-earning assets
|
6
|
|
|
9
|
|
|
13
|
|
|||
Total interest income
|
3,646
|
|
|
3,903
|
|
|
4,252
|
|
|||
Interest expense on:
|
|
|
|
|
|
||||||
Deposits
|
135
|
|
|
284
|
|
|
472
|
|
|||
Short-term borrowings
|
2
|
|
|
2
|
|
|
(1
|
)
|
|||
Long-term borrowings
|
247
|
|
|
317
|
|
|
371
|
|
|||
Total interest expense
|
384
|
|
|
603
|
|
|
842
|
|
|||
Net interest income
|
3,262
|
|
|
3,300
|
|
|
3,410
|
|
|||
Provision for loan losses
|
138
|
|
|
213
|
|
|
1,530
|
|
|||
Net interest income after provision for loan losses
|
3,124
|
|
|
3,087
|
|
|
1,880
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
978
|
|
|
985
|
|
|
1,168
|
|
|||
Mortgage income
|
236
|
|
|
363
|
|
|
220
|
|
|||
Investment management and trust fee income
|
196
|
|
|
195
|
|
|
199
|
|
|||
Securities gains (losses), net
|
26
|
|
|
48
|
|
|
112
|
|
|||
Other
|
583
|
|
|
509
|
|
|
444
|
|
|||
Total non-interest income
|
2,019
|
|
|
2,100
|
|
|
2,143
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
1,818
|
|
|
1,763
|
|
|
1,604
|
|
|||
Net occupancy expense
|
365
|
|
|
382
|
|
|
388
|
|
|||
Furniture and equipment expense
|
280
|
|
|
261
|
|
|
275
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
253
|
|
|||
Other
|
1,093
|
|
|
1,120
|
|
|
1,342
|
|
|||
Total non-interest expense
|
3,556
|
|
|
3,526
|
|
|
3,862
|
|
|||
Income from continuing operations before income taxes
|
1,587
|
|
|
1,661
|
|
|
161
|
|
|||
Income tax expense (benefit)
|
452
|
|
|
482
|
|
|
(28
|
)
|
|||
Income from continuing operations
|
1,135
|
|
|
1,179
|
|
|
189
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
(24
|
)
|
|
(99
|
)
|
|
(408
|
)
|
|||
Income tax benefit
|
(11
|
)
|
|
(40
|
)
|
|
(4
|
)
|
|||
Loss from discontinued operations, net of tax
|
(13
|
)
|
|
(59
|
)
|
|
(404
|
)
|
|||
Net income (loss)
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
Net income (loss) from continuing operations available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,050
|
|
|
$
|
(25
|
)
|
Net income (loss) available to common shareholders
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
1,395
|
|
|
1,381
|
|
|
1,258
|
|
|||
Diluted
|
1,410
|
|
|
1,387
|
|
|
1,258
|
|
|||
Earnings (loss) per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.79
|
|
|
$
|
0.76
|
|
|
$
|
(0.02
|
)
|
Diluted
|
0.78
|
|
|
0.76
|
|
|
(0.02
|
)
|
|||
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.78
|
|
|
$
|
0.72
|
|
|
$
|
(0.34
|
)
|
Diluted
|
0.77
|
|
|
0.71
|
|
|
(0.34
|
)
|
|||
Cash dividends declared per common share
|
0.10
|
|
|
0.04
|
|
|
0.04
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity during the period (net of ($43), zero and zero tax effect, respectively)
|
(68
|
)
|
|
—
|
|
|
—
|
|
|||
Less: amortization of unrealized losses on securities held to maturity (net of ($3), zero and zero tax effect, respectively)
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized losses on securities transferred to held to maturity
|
(64
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period (net of ($268), $90 and $189 tax effect, respectively)
|
(441
|
)
|
|
145
|
|
|
317
|
|
|||
Less: reclassification adjustments for securities gains (losses) realized in net income (net of $9, $17 and $39 tax effect, respectively)
|
17
|
|
|
31
|
|
|
73
|
|
|||
Net change in unrealized gains (losses) on securities available for sale
|
(458
|
)
|
|
114
|
|
|
244
|
|
|||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivatives arising during the period (net of ($15), $31 and $123 tax effect, respectively)
|
(25
|
)
|
|
51
|
|
|
202
|
|
|||
Less: reclassification adjustments for gains (losses) realized in net income (net of $33, $25 and $66 tax effect, respectively)
|
53
|
|
|
42
|
|
|
108
|
|
|||
Net change in unrealized gains (losses) on derivative instruments
|
(78
|
)
|
|
9
|
|
|
94
|
|
|||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
||||||
Net actuarial gains (losses) arising during the period (net of $108, ($19) and ($106) tax effect, respectively)
|
171
|
|
|
(36
|
)
|
|
(177
|
)
|
|||
Less: reclassification adjustments for amortization of actuarial loss and prior service cost realized in net income, and other (net of ($25), ($25) and ($16) tax effect, respectively)
|
(45
|
)
|
|
(47
|
)
|
|
(30
|
)
|
|||
Net change from defined benefit pension plans
|
216
|
|
|
11
|
|
|
(147
|
)
|
|||
Other comprehensive income (loss), net of tax
|
(384
|
)
|
|
134
|
|
|
191
|
|
|||
Comprehensive income (loss)
|
$
|
738
|
|
|
$
|
1,254
|
|
|
$
|
(24
|
)
|
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||||||||||||
|
Preferred Stock
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock,
At Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss), Net
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
(In millions, except share and per share data)
|
||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2011
|
4
|
|
|
$
|
3,380
|
|
|
1,256
|
|
|
$
|
13
|
|
|
$
|
18,896
|
|
|
$
|
(3,893
|
)
|
|
$
|
(1,402
|
)
|
|
$
|
(260
|
)
|
|
$
|
16,734
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|
—
|
|
|
—
|
|
|
(215
|
)
|
|||||||
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
244
|
|
|||||||
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
94
|
|
|||||||
Net change from defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147
|
)
|
|
(147
|
)
|
|||||||
Cash dividends declared—$0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||||
Preferred dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
|||||||
Preferred stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discount accretion
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
15
|
|
|||||||
BALANCE AT DECEMBER 31, 2011
|
4
|
|
|
$
|
3,419
|
|
|
1,259
|
|
|
$
|
13
|
|
|
$
|
18,855
|
|
|
$
|
(4,322
|
)
|
|
$
|
(1,397
|
)
|
|
$
|
(69
|
)
|
|
$
|
16,499
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,120
|
|
|
—
|
|
|
—
|
|
|
1,120
|
|
|||||||
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
114
|
|
|||||||
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||||
Net change from defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
|||||||
Cash dividends declared—$0.04 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||||
Preferred dividends:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Series A preferred stock dividends
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Preferred stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Discount accretion
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of Series A preferred stock issued to the U.S. Treasury and associated accelerated accretion
|
(4
|
)
|
|
(3,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|||||||
Repurchase of warrant from the U.S. Treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|||||||
Net proceeds from issuance of 500 thousand shares of Series A, noncumulative perpetual preferred stock, including related surplus
|
1
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds from issuance of 153 million shares of common stock
|
—
|
|
|
—
|
|
|
153
|
|
|
2
|
|
|
873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
875
|
|
|||||||
Impact of stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
23
|
|
|
(11
|
)
|
|
20
|
|
|
—
|
|
|
32
|
|
|||||||
BALANCE AT DECEMBER 31, 2012
|
1
|
|
|
$
|
482
|
|
|
1,413
|
|
|
$
|
15
|
|
|
$
|
19,652
|
|
|
$
|
(3,338
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
65
|
|
|
$
|
15,499
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
|
—
|
|
|
—
|
|
|
1,122
|
|
|||||||
Unrealized losses on securities transferred to held to maturity
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
|||||||
Amortization of unrealized losses on securities transferred to held to maturity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458
|
)
|
|
(458
|
)
|
|||||||
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
(78
|
)
|
|||||||
Net change from defined benefit pension plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
216
|
|
|||||||
Cash dividends declared—$0.10 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||||
Series A preferred stock dividends
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Impact of share repurchase
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(1
|
)
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(340
|
)
|
|||||||
Impact of stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
BALANCE AT DECEMBER 31, 2013
|
1
|
|
|
$
|
450
|
|
|
1,378
|
|
|
$
|
14
|
|
|
$
|
19,216
|
|
|
$
|
(2,216
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
(319
|
)
|
|
$
|
15,768
|
|
(1)
|
Represents unrealized losses on certain securities previously classified as available for sale securities that were transferred to held to maturity classification. Refer to Note 4 "Securities" for further details.
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
138
|
|
|
213
|
|
|
1,530
|
|
|||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
745
|
|
|||
Depreciation, amortization and accretion, net
|
645
|
|
|
717
|
|
|
683
|
|
|||
Provision for losses on other real estate, net
|
18
|
|
|
22
|
|
|
124
|
|
|||
Securities (gains) losses, net
|
(26
|
)
|
|
(48
|
)
|
|
(112
|
)
|
|||
Gain on disposition of business
|
—
|
|
|
(19
|
)
|
|
—
|
|
|||
Deferred income tax expense (benefit)
|
379
|
|
|
434
|
|
|
(23
|
)
|
|||
Originations and purchases of loans held for sale
|
(4,075
|
)
|
|
(6,321
|
)
|
|
(3,460
|
)
|
|||
Proceeds from sales of loans held for sale
|
5,051
|
|
|
6,002
|
|
|
4,767
|
|
|||
(Gain) loss on sale of loans, net
|
(113
|
)
|
|
(165
|
)
|
|
(89
|
)
|
|||
(Gain) loss on early extinguishment of debt
|
61
|
|
|
11
|
|
|
—
|
|
|||
(Gain) loss on sale of other assets
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trading account securities
|
5
|
|
|
187
|
|
|
(150
|
)
|
|||
Other interest-earning assets
|
814
|
|
|
(181
|
)
|
|
134
|
|
|||
Interest receivable
|
31
|
|
|
14
|
|
|
60
|
|
|||
Other assets
|
681
|
|
|
809
|
|
|
1,107
|
|
|||
Other liabilities
|
(915
|
)
|
|
(353
|
)
|
|
(366
|
)
|
|||
Other
|
7
|
|
|
(1
|
)
|
|
18
|
|
|||
Net cash from operating activities
|
3,799
|
|
|
2,441
|
|
|
4,753
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from sales of securities available for sale
|
3,828
|
|
|
2,571
|
|
|
7,859
|
|
|||
Proceeds from maturities of securities held to maturity
|
76
|
|
|
5
|
|
|
9
|
|
|||
Proceeds from maturities of securities available for sale
|
5,406
|
|
|
6,844
|
|
|
5,848
|
|
|||
Purchases of securities available for sale
|
(7,050
|
)
|
|
(11,571
|
)
|
|
(14,592
|
)
|
|||
Proceeds from sales of loans
|
193
|
|
|
887
|
|
|
1,488
|
|
|||
Purchases of loans
|
(978
|
)
|
|
(882
|
)
|
|
(1,884
|
)
|
|||
Purchases of servicing rights
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in loans
|
(1,386
|
)
|
|
2,478
|
|
|
2,132
|
|
|||
Net purchases of premises and equipment
|
(186
|
)
|
|
(180
|
)
|
|
(201
|
)
|
|||
Proceeds from disposition of business, net of cash transferred
|
—
|
|
|
855
|
|
|
—
|
|
|||
Net cash from investing activities
|
(125
|
)
|
|
1,007
|
|
|
659
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
(3,021
|
)
|
|
(153
|
)
|
|
1,013
|
|
|||
Net change in short-term borrowings
|
608
|
|
|
(564
|
)
|
|
(870
|
)
|
|||
Proceeds from long-term borrowings
|
750
|
|
|
—
|
|
|
1,001
|
|
|||
Payments on long-term borrowings
|
(1,717
|
)
|
|
(2,201
|
)
|
|
(6,004
|
)
|
|||
Cash dividends on common stock
|
(138
|
)
|
|
(54
|
)
|
|
(51
|
)
|
|||
Cash dividends on preferred stock
|
(32
|
)
|
|
(48
|
)
|
|
(175
|
)
|
|||
Net proceeds from issuance of Series A preferred stock
|
—
|
|
|
486
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
875
|
|
|
—
|
|
|||
Repurchase of common stock
|
(340
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Series A preferred stock and warrant issued to the U.S. Treasury
|
—
|
|
|
(3,545
|
)
|
|
—
|
|
|||
Net cash from financing activities
|
(3,890
|
)
|
|
(5,204
|
)
|
|
(5,086
|
)
|
|||
Net change in cash and cash equivalents
|
(216
|
)
|
|
(1,756
|
)
|
|
326
|
|
|||
Cash and cash equivalents at beginning of year
|
5,489
|
|
|
7,245
|
|
|
6,919
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,273
|
|
|
$
|
5,489
|
|
|
$
|
7,245
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
416
|
|
|
$
|
644
|
|
|
$
|
919
|
|
Income taxes, net
|
54
|
|
|
80
|
|
|
(98
|
)
|
|||
Non-cash transfers:
|
|
|
|
|
|
||||||
Loans held for sale and loans transferred to other real estate
|
227
|
|
|
297
|
|
|
532
|
|
|||
Loans transferred to loans held for sale
(1)
|
712
|
|
|
341
|
|
|
973
|
|
|||
Loans held for sale transferred to loans
|
26
|
|
|
8
|
|
|
—
|
|
|||
Properties transferred to held for sale
|
6
|
|
|
—
|
|
|
51
|
|
|||
Reduction of indemnification reserves
|
—
|
|
|
51
|
|
|
—
|
|
•
|
Credit quality trends,
|
•
|
Loss experience in particular portfolios,
|
•
|
Macroeconomic factors such as unemployment or real estate prices,
|
•
|
Changes in risk selection and underwriting standards,
|
•
|
Shifts in credit quality of consumer customers which is not yet reflected in the historical data.
|
•
|
Recent operating performance,
|
•
|
Changes in market capitalization,
|
•
|
Regulatory actions and assessments,
|
•
|
Changes in the business climate (including legislation, legal factors and competition),
|
•
|
Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and
|
•
|
Trends in the banking industry.
|
•
|
Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),
|
•
|
Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and
|
•
|
Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.
|
•
|
U.S. Treasuries are valued based on quoted market prices of identical assets on active exchanges (Level 1 measurements as described above) and also using data from third-party pricing services for similar securities as applicable. Pricing from these third party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities, bid and offers. These valuations are Level 2 measurements.
|
•
|
Mortgage-backed securities are valued primarily using data from third-party pricing services for similar securities as applicable. Pricing from these third-party services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, benchmark securities, to be announced (“TBA”) prices, issuer spreads, bids and offers, monthly payment information, and collateral performance, as applicable. These valuations are Level 2 measurements. Where such comparable data is not available, the Company develops valuations based on assumptions that are not readily observable in the market place; these valuations are Level 3 measurements.
|
•
|
Obligations of states and political subdivisions are generally based on data from third-party pricing services. The valuations are based on a market approach using observable inputs such as benchmark yields, Municipal Securities Rulemaking Board (“MSRB”) reported trades, material event notices and new issue data. These valuations are Level 2 measurements. Where such comparable data is not available, the Company develops valuations based on assumptions that are not readily observable in the market place; these valuations are Level 3 measurements.
|
•
|
Other debt securities are valued based on Level 1, 2 and 3 measurements, depending on pricing methodology selected and are valued primarily using data from third-party pricing services. Pricing from these third-party pricing services is generally based on a market approach using observable inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids and offers, and Trade Reporting and Compliance Engine (“TRACE”) reported trades.
|
•
|
Equity securities are valued based on quoted market prices of identical assets on active exchanges; these valuations are Level 1 measurements.
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Equity method investments included in other assets
|
$
|
863
|
|
|
$
|
774
|
|
Unfunded commitments included in other liabilities
|
267
|
|
|
197
|
|
||
Short-term construction loans and letters of credit commitments
|
227
|
|
|
165
|
|
||
Funded portion of short-term loans and letters of credit
|
110
|
|
|
82
|
|
|
Year Ended December 31
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share data)
|
||||||||||
Interest income
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
37
|
|
Interest expense
|
—
|
|
|
1
|
|
|
6
|
|
|||
Net interest income
|
—
|
|
|
7
|
|
|
31
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Brokerage, investment banking and capital markets
|
—
|
|
|
233
|
|
|
938
|
|
|||
Gain on sale
|
—
|
|
|
19
|
|
|
—
|
|
|||
Other
|
—
|
|
|
12
|
|
|
57
|
|
|||
Total non-interest income
|
—
|
|
|
264
|
|
|
995
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
—
|
|
|
171
|
|
|
644
|
|
|||
Net occupancy expense
|
—
|
|
|
9
|
|
|
36
|
|
|||
Furniture and equipment expense
|
—
|
|
|
8
|
|
|
30
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
492
|
|
|||
Professional and legal expenses
|
23
|
|
|
152
|
|
|
93
|
|
|||
Other
|
1
|
|
|
30
|
|
|
139
|
|
|||
Total non-interest expense
|
24
|
|
|
370
|
|
|
1,434
|
|
|||
Income (loss) from discontinued operations before income taxes
|
(24
|
)
|
|
(99
|
)
|
|
(408
|
)
|
|||
Income tax expense (benefit)
|
(11
|
)
|
|
(40
|
)
|
|
(4
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(13
|
)
|
|
$
|
(59
|
)
|
|
$
|
(404
|
)
|
Earnings (loss) per common share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.32
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.32
|
)
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
Recognized in OCI
(1)
|
|
|
|
Not recognized in OCI
|
|
|
||||||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Carrying Value
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Federal agency securities
|
351
|
|
|
—
|
|
|
(15
|
)
|
|
336
|
|
|
—
|
|
|
(3
|
)
|
|
333
|
|
|||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
1,878
|
|
|
—
|
|
|
(81
|
)
|
|
1,797
|
|
|
—
|
|
|
(37
|
)
|
|
1,760
|
|
|||||||
Commercial agency
|
227
|
|
|
—
|
|
|
(8
|
)
|
|
219
|
|
|
—
|
|
|
(6
|
)
|
|
213
|
|
|||||||
|
$
|
2,457
|
|
|
$
|
—
|
|
|
$
|
(104
|
)
|
|
$
|
2,353
|
|
|
$
|
—
|
|
|
$
|
(46
|
)
|
|
$
|
2,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
|
|
|
|
$
|
56
|
|
||||
Federal agency securities
|
88
|
|
|
1
|
|
|
—
|
|
|
89
|
|
|
|
|
|
|
89
|
|
|||||||||
Obligations of states and political subdivisions
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
|
|
|
5
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
15,664
|
|
|
183
|
|
|
(170
|
)
|
|
15,677
|
|
|
|
|
|
|
15,677
|
|
|||||||||
Residential non-agency
|
8
|
|
|
1
|
|
|
—
|
|
|
9
|
|
|
|
|
|
|
9
|
|
|||||||||
Commercial agency
|
947
|
|
|
4
|
|
|
(16
|
)
|
|
935
|
|
|
|
|
|
|
935
|
|
|||||||||
Commercial non-agency
|
1,232
|
|
|
12
|
|
|
(33
|
)
|
|
1,211
|
|
|
|
|
|
|
1,211
|
|
|||||||||
Corporate and other debt securities
|
2,855
|
|
|
44
|
|
|
(72
|
)
|
|
2,827
|
|
|
|
|
|
|
2,827
|
|
|||||||||
Equity securities
|
664
|
|
|
12
|
|
|
—
|
|
|
676
|
|
|
|
|
|
|
676
|
|
|||||||||
|
$
|
21,519
|
|
|
$
|
257
|
|
|
$
|
(291
|
)
|
|
$
|
21,485
|
|
|
|
|
|
|
$
|
21,485
|
|
(1)
|
The gross unrealized losses recognized in other comprehensive income (OCI) on held to maturity securities resulted from a transfer of available for sale securities to held to maturity in the second quarter of 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated
Fair
Value
|
||||||||
|
(In millions)
|
||||||||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Federal agency securities
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential agency
|
6
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
$
|
50
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Federal agency securities
|
550
|
|
|
4
|
|
|
(1
|
)
|
|
553
|
|
||||
Obligations of states and political subdivisions
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
Residential agency
|
20,721
|
|
|
574
|
|
|
(18
|
)
|
|
21,277
|
|
||||
Residential non-agency
|
12
|
|
|
1
|
|
|
—
|
|
|
13
|
|
||||
Commercial agency
|
705
|
|
|
20
|
|
|
—
|
|
|
725
|
|
||||
Commercial non-agency
|
1,055
|
|
|
43
|
|
|
—
|
|
|
1,098
|
|
||||
Corporate and other debt securities
|
2,762
|
|
|
81
|
|
|
(8
|
)
|
|
2,835
|
|
||||
Equity securities
|
679
|
|
|
4
|
|
|
(1
|
)
|
|
682
|
|
||||
|
$
|
26,543
|
|
|
$
|
729
|
|
|
$
|
(28
|
)
|
|
$
|
27,244
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
|
|
(In millions)
|
||||||
Federal Reserve Bank
|
|
$
|
472
|
|
|
$
|
484
|
|
Federal Home Loan Bank
|
|
67
|
|
|
73
|
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
|
(In millions)
|
||||||
Securities held to maturity:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
1
|
|
|
$
|
1
|
|
Due after one year through five years
|
|
1
|
|
|
1
|
|
||
Due after five years through ten years
|
|
350
|
|
|
332
|
|
||
Mortgage-backed securities:
|
|
|
|
|
||||
Residential agency
|
|
1,878
|
|
|
1,760
|
|
||
Commercial agency
|
|
227
|
|
|
213
|
|
||
|
|
$
|
2,457
|
|
|
$
|
2,307
|
|
Securities available for sale:
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
50
|
|
|
$
|
50
|
|
Due after one year through five years
|
|
1,080
|
|
|
1,094
|
|
||
Due after five years through ten years
|
|
1,511
|
|
|
1,470
|
|
||
Due after ten years
|
|
363
|
|
|
363
|
|
||
Mortgage-backed securities:
|
|
|
|
|
||||
Residential agency
|
|
15,664
|
|
|
15,677
|
|
||
Residential non-agency
|
|
8
|
|
|
9
|
|
||
Commercial agency
|
|
947
|
|
|
935
|
|
||
Commercial non-agency
|
|
1,232
|
|
|
1,211
|
|
||
Equity securities
|
|
664
|
|
|
676
|
|
||
|
|
$
|
21,519
|
|
|
$
|
21,485
|
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
Less Than Twelve
Months
|
|
Twelve Months or More
|
|
Total
|
||||||||||||||||||
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal agency securities
|
|
$
|
190
|
|
|
$
|
(9
|
)
|
|
$
|
142
|
|
|
$
|
(8
|
)
|
|
$
|
332
|
|
|
$
|
(17
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
|
1,236
|
|
|
(77
|
)
|
|
521
|
|
|
(41
|
)
|
|
1,757
|
|
|
(118
|
)
|
||||||
Commercial agency
|
|
212
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
212
|
|
|
(15
|
)
|
||||||
|
|
$
|
1,638
|
|
|
$
|
(101
|
)
|
|
$
|
663
|
|
|
$
|
(49
|
)
|
|
$
|
2,301
|
|
|
$
|
(150
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Federal agency securities
|
|
3
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
|
6,153
|
|
|
(161
|
)
|
|
270
|
|
|
(9
|
)
|
|
6,423
|
|
|
(170
|
)
|
||||||
Commercial agency
|
|
610
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
610
|
|
|
(17
|
)
|
||||||
Commercial non-agency
|
|
711
|
|
|
(30
|
)
|
|
62
|
|
|
(3
|
)
|
|
773
|
|
|
(33
|
)
|
||||||
All other securities
|
|
1,422
|
|
|
(58
|
)
|
|
209
|
|
|
(13
|
)
|
|
1,631
|
|
|
(71
|
)
|
||||||
|
|
$
|
8,914
|
|
|
$
|
(266
|
)
|
|
$
|
551
|
|
|
$
|
(25
|
)
|
|
$
|
9,465
|
|
|
$
|
(291
|
)
|
|
|
December 31, 2012
|
||||||||||||||||||||||
|
|
Less Than Twelve
Months
|
|
Twelve Months or More
|
|
Total
|
||||||||||||||||||
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal agency securities
|
|
$
|
350
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
(1
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
|
1,777
|
|
|
(16
|
)
|
|
157
|
|
|
(2
|
)
|
|
1,934
|
|
|
(18
|
)
|
||||||
All other securities
|
|
884
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
884
|
|
|
(9
|
)
|
||||||
|
|
$
|
3,011
|
|
|
$
|
(26
|
)
|
|
$
|
157
|
|
|
$
|
(2
|
)
|
|
$
|
3,168
|
|
|
$
|
(28
|
)
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
|||||||||||
Gross realized gains
|
|
$
|
55
|
|
|
$
|
49
|
|
|
$
|
112
|
|
Gross realized losses
|
|
(29
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Securities gains, net
|
|
$
|
26
|
|
|
$
|
48
|
|
|
$
|
112
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Commercial and industrial
|
$
|
29,413
|
|
|
$
|
26,674
|
|
Commercial real estate mortgage—owner-occupied
|
9,495
|
|
|
10,095
|
|
||
Commercial real estate construction—owner-occupied
|
310
|
|
|
302
|
|
||
Total commercial
|
39,218
|
|
|
37,071
|
|
||
Commercial investor real estate mortgage
|
5,318
|
|
|
6,808
|
|
||
Commercial investor real estate construction
|
1,432
|
|
|
914
|
|
||
Total investor real estate
|
6,750
|
|
|
7,722
|
|
||
Residential first mortgage
|
12,163
|
|
|
12,963
|
|
||
Home equity
|
11,294
|
|
|
11,800
|
|
||
Indirect
|
3,075
|
|
|
2,336
|
|
||
Consumer credit card
|
948
|
|
|
906
|
|
||
Other consumer
|
1,161
|
|
|
1,197
|
|
||
Total consumer
|
28,641
|
|
|
29,202
|
|
||
Total loans, net of unearned income
(1)
|
$
|
74,609
|
|
|
$
|
73,995
|
|
(1)
|
Loans are presented net of unearned income, unamortized discounts and premiums and net deferred loan costs of
$576 million
and
$756 million
at December 31, 2013 and 2012, respectively.
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Rentals receivable
|
$
|
442
|
|
|
$
|
673
|
|
Estimated residuals on leveraged leases
|
304
|
|
|
312
|
|
||
Unearned income on leveraged leases
|
387
|
|
|
551
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Pre-tax income from leveraged leases
|
$
|
45
|
|
|
$
|
43
|
|
|
$
|
46
|
|
Income tax expense on income from leveraged leases
|
37
|
|
|
35
|
|
|
45
|
|
|
|
2013
|
||||||||||||||
|
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2013
|
|
$
|
847
|
|
|
$
|
469
|
|
|
$
|
603
|
|
|
$
|
1,919
|
|
Provision (credit) for loan losses
|
|
103
|
|
|
(203
|
)
|
|
238
|
|
|
138
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
|
(312
|
)
|
|
(70
|
)
|
|
(516
|
)
|
|
(898
|
)
|
||||
Recoveries
|
|
73
|
|
|
40
|
|
|
69
|
|
|
182
|
|
||||
Net loan losses
|
|
(239
|
)
|
|
(30
|
)
|
|
(447
|
)
|
|
(716
|
)
|
||||
Allowance for loan losses, December 31, 2013
|
|
711
|
|
|
236
|
|
|
394
|
|
|
1,341
|
|
||||
Reserve for unfunded credit commitments, January 1, 2013
|
|
69
|
|
|
10
|
|
|
4
|
|
|
83
|
|
||||
Provision (credit) for unfunded credit losses
|
|
(6
|
)
|
|
2
|
|
|
(1
|
)
|
|
(5
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2013
|
|
63
|
|
|
12
|
|
|
3
|
|
|
78
|
|
||||
Allowance for credit losses, December 31, 2013
|
|
$
|
774
|
|
|
$
|
248
|
|
|
$
|
397
|
|
|
$
|
1,419
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
230
|
|
|
$
|
118
|
|
|
$
|
98
|
|
|
$
|
446
|
|
Collectively evaluated for impairment
|
|
481
|
|
|
118
|
|
|
296
|
|
|
895
|
|
||||
Total allowance for loan losses
|
|
$
|
711
|
|
|
$
|
236
|
|
|
$
|
394
|
|
|
$
|
1,341
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
|
$
|
1,022
|
|
|
$
|
761
|
|
|
$
|
883
|
|
|
$
|
2,666
|
|
Collectively evaluated for impairment
|
|
38,196
|
|
|
5,989
|
|
|
27,758
|
|
|
71,943
|
|
||||
Total loans evaluated for impairment
|
|
$
|
39,218
|
|
|
$
|
6,750
|
|
|
$
|
28,641
|
|
|
$
|
74,609
|
|
|
|
2012
|
||||||||||||||
|
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2012
|
|
$
|
1,030
|
|
|
$
|
991
|
|
|
$
|
724
|
|
|
$
|
2,745
|
|
Provision (credit) for loan losses
|
|
144
|
|
|
(295
|
)
|
|
364
|
|
|
213
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
|
(404
|
)
|
|
(272
|
)
|
|
(547
|
)
|
|
(1,223
|
)
|
||||
Recoveries
|
|
77
|
|
|
45
|
|
|
62
|
|
|
184
|
|
||||
Net loan losses
|
|
(327
|
)
|
|
(227
|
)
|
|
(485
|
)
|
|
(1,039
|
)
|
||||
Allowance for loan losses, December 31, 2012
|
|
847
|
|
|
469
|
|
|
603
|
|
|
1,919
|
|
||||
Reserve for unfunded credit commitments,
January 1, 2012
|
|
30
|
|
|
26
|
|
|
22
|
|
|
78
|
|
||||
Provision (credit) for unfunded credit losses
|
|
39
|
|
|
(16
|
)
|
|
(18
|
)
|
|
5
|
|
||||
Reserve for unfunded credit commitments, December 31, 2012
|
|
69
|
|
|
10
|
|
|
4
|
|
|
83
|
|
||||
Allowance for credit losses, December 31, 2012
|
|
$
|
916
|
|
|
$
|
479
|
|
|
$
|
607
|
|
|
$
|
2,002
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment*
|
|
$
|
214
|
|
|
$
|
211
|
|
|
$
|
196
|
|
|
$
|
621
|
|
Collectively evaluated for impairment*
|
|
633
|
|
|
258
|
|
|
407
|
|
|
1,298
|
|
||||
Total allowance for loan losses
|
|
$
|
847
|
|
|
$
|
469
|
|
|
$
|
603
|
|
|
$
|
1,919
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment*
|
|
$
|
1,047
|
|
|
$
|
1,257
|
|
|
$
|
1,653
|
|
|
$
|
3,957
|
|
Collectively evaluated for impairment*
|
|
36,024
|
|
|
6,465
|
|
|
27,549
|
|
|
70,038
|
|
||||
Total loans evaluated for impairment
|
|
$
|
37,071
|
|
|
$
|
7,722
|
|
|
$
|
29,202
|
|
|
$
|
73,995
|
|
|
|
2011
|
||||||||||||||
|
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2011
|
|
$
|
1,055
|
|
|
$
|
1,370
|
|
|
$
|
760
|
|
|
$
|
3,185
|
|
Provision (credit) for loan losses
|
|
475
|
|
|
468
|
|
|
587
|
|
|
1,530
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
|
(550
|
)
|
|
(880
|
)
|
|
(677
|
)
|
|
(2,107
|
)
|
||||
Recoveries
|
|
50
|
|
|
33
|
|
|
54
|
|
|
137
|
|
||||
Net loan losses
|
|
(500
|
)
|
|
(847
|
)
|
|
(623
|
)
|
|
(1,970
|
)
|
||||
Allowance for loan losses, December 31, 2011
|
|
1,030
|
|
|
991
|
|
|
724
|
|
|
2,745
|
|
||||
Reserve for unfunded credit commitments,
January 1, 2011
|
|
32
|
|
|
16
|
|
|
23
|
|
|
71
|
|
||||
Provision (credit) for unfunded credit losses
|
|
(2
|
)
|
|
10
|
|
|
(1
|
)
|
|
7
|
|
||||
Reserve for unfunded credit commitments, December 31, 2011
|
|
30
|
|
|
26
|
|
|
22
|
|
|
78
|
|
||||
Allowance for credit losses, December 31, 2011
|
|
$
|
1,060
|
|
|
$
|
1,017
|
|
|
$
|
746
|
|
|
$
|
2,823
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment*
|
|
$
|
249
|
|
|
$
|
462
|
|
|
$
|
226
|
|
|
$
|
937
|
|
Collectively evaluated for impairment*
|
|
781
|
|
|
529
|
|
|
498
|
|
|
1,808
|
|
||||
Total allowance for loan losses
|
|
$
|
1,030
|
|
|
$
|
991
|
|
|
$
|
724
|
|
|
$
|
2,745
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment*
|
|
$
|
1,090
|
|
|
$
|
1,707
|
|
|
$
|
1,606
|
|
|
$
|
4,403
|
|
Collectively evaluated for impairment*
|
|
34,935
|
|
|
9,020
|
|
|
29,236
|
|
|
73,191
|
|
||||
Total loans evaluated for impairment
|
|
$
|
36,025
|
|
|
$
|
10,727
|
|
|
$
|
30,842
|
|
|
$
|
77,594
|
|
•
|
Pass—includes obligations where the probability of default is considered low;
|
•
|
Special Mention—includes obligations that have potential weakness which may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. Obligations in this category may also be subject to economic or market conditions which may, in the future, have an adverse effect on debt service ability;
|
•
|
Substandard Accrual—includes obligations that exhibit a well-defined weakness which presently jeopardizes debt repayment, even though they are currently performing. These obligations are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected; and
|
•
|
Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.
|
|
|
2013
|
||||||||||||||||||
|
|
Pass
|
|
Special Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
28,282
|
|
|
$
|
395
|
|
|
$
|
479
|
|
|
$
|
257
|
|
|
$
|
29,413
|
|
Commercial real estate mortgage—owner-occupied
|
|
8,593
|
|
|
191
|
|
|
408
|
|
|
303
|
|
|
9,495
|
|
|||||
Commercial real estate construction—owner-occupied
|
|
264
|
|
|
25
|
|
|
4
|
|
|
17
|
|
|
310
|
|
|||||
Total commercial
|
|
$
|
37,139
|
|
|
$
|
611
|
|
|
$
|
891
|
|
|
$
|
577
|
|
|
$
|
39,218
|
|
Commercial investor real estate mortgage
|
|
$
|
4,479
|
|
|
$
|
269
|
|
|
$
|
332
|
|
|
$
|
238
|
|
|
$
|
5,318
|
|
Commercial investor real estate construction
|
|
1,335
|
|
|
47
|
|
|
40
|
|
|
10
|
|
|
1,432
|
|
|||||
Total investor real estate
|
|
$
|
5,814
|
|
|
$
|
316
|
|
|
$
|
372
|
|
|
$
|
248
|
|
|
$
|
6,750
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
|
$
|
12,017
|
|
|
$
|
146
|
|
|
$
|
12,163
|
|
||||
Home equity
|
|
|
|
|
|
11,183
|
|
|
111
|
|
|
11,294
|
|
|||||||
Indirect
|
|
|
|
|
|
3,075
|
|
|
—
|
|
|
3,075
|
|
|||||||
Consumer credit card
|
|
|
|
|
|
948
|
|
|
—
|
|
|
948
|
|
|||||||
Other consumer
|
|
|
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
|||||||
Total consumer
|
|
|
|
|
|
$
|
28,384
|
|
|
$
|
257
|
|
|
$
|
28,641
|
|
||||
|
|
|
|
|
|
|
|
|
|
$
|
74,609
|
|
|
|
2012
|
||||||||||||||||||
|
|
Pass
|
|
Special
Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
25,225
|
|
|
$
|
560
|
|
|
$
|
480
|
|
|
$
|
409
|
|
|
$
|
26,674
|
|
Commercial real estate mortgage—owner-occupied
|
|
8,976
|
|
|
240
|
|
|
440
|
|
|
439
|
|
|
10,095
|
|
|||||
Commercial real estate construction—owner-occupied
|
|
278
|
|
|
3
|
|
|
7
|
|
|
14
|
|
|
302
|
|
|||||
Total commercial
|
|
$
|
34,479
|
|
|
$
|
803
|
|
|
$
|
927
|
|
|
$
|
862
|
|
|
$
|
37,071
|
|
Commercial investor real estate mortgage
|
|
$
|
5,089
|
|
|
$
|
435
|
|
|
$
|
827
|
|
|
$
|
457
|
|
|
$
|
6,808
|
|
Commercial investor real estate construction
|
|
733
|
|
|
98
|
|
|
63
|
|
|
20
|
|
|
914
|
|
|||||
Total investor real estate
|
|
$
|
5,822
|
|
|
$
|
533
|
|
|
$
|
890
|
|
|
$
|
477
|
|
|
$
|
7,722
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
|
$
|
12,749
|
|
|
$
|
214
|
|
|
$
|
12,963
|
|
||||
Home equity
|
|
|
|
|
|
11,672
|
|
|
128
|
|
|
11,800
|
|
|||||||
Indirect
|
|
|
|
|
|
2,336
|
|
|
—
|
|
|
2,336
|
|
|||||||
Consumer credit card
|
|
|
|
|
|
906
|
|
|
—
|
|
|
906
|
|
|||||||
Other consumer
|
|
|
|
|
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|||||||
Total consumer
|
|
|
|
|
|
$
|
28,860
|
|
|
$
|
342
|
|
|
$
|
29,202
|
|
||||
|
|
|
|
|
|
|
|
|
|
$
|
73,995
|
|
|
|
2013
|
||||||||||||||||||||||||||
|
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
|
$
|
29
|
|
|
$
|
14
|
|
|
$
|
6
|
|
|
$
|
49
|
|
|
$
|
29,156
|
|
|
$
|
257
|
|
|
$
|
29,413
|
|
Commercial real estate
mortgage—owner-occupied
|
|
30
|
|
|
26
|
|
|
6
|
|
|
62
|
|
|
9,192
|
|
|
303
|
|
|
9,495
|
|
|||||||
Commercial real estate construction—owner-occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|
17
|
|
|
310
|
|
|||||||
Total commercial
|
|
59
|
|
|
40
|
|
|
12
|
|
|
111
|
|
|
38,641
|
|
|
577
|
|
|
39,218
|
|
|||||||
Commercial investor real estate mortgage
|
|
29
|
|
|
6
|
|
|
6
|
|
|
41
|
|
|
5,080
|
|
|
238
|
|
|
5,318
|
|
|||||||
Commercial investor real estate construction
|
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
1,422
|
|
|
10
|
|
|
1,432
|
|
|||||||
Total investor real estate
|
|
33
|
|
|
7
|
|
|
6
|
|
|
46
|
|
|
6,502
|
|
|
248
|
|
|
6,750
|
|
|||||||
Residential first mortgage
|
|
130
|
|
|
74
|
|
|
248
|
|
|
452
|
|
|
12,017
|
|
|
146
|
|
|
12,163
|
|
|||||||
Home equity
|
|
95
|
|
|
51
|
|
|
75
|
|
|
221
|
|
|
11,183
|
|
|
111
|
|
|
11,294
|
|
|||||||
Indirect
|
|
39
|
|
|
11
|
|
|
5
|
|
|
55
|
|
|
3,075
|
|
|
—
|
|
|
3,075
|
|
|||||||
Consumer credit card
|
|
8
|
|
|
5
|
|
|
12
|
|
|
25
|
|
|
948
|
|
|
—
|
|
|
948
|
|
|||||||
Other consumer
|
|
14
|
|
|
5
|
|
|
4
|
|
|
23
|
|
|
1,161
|
|
|
—
|
|
|
1,161
|
|
|||||||
Total consumer
|
|
286
|
|
|
146
|
|
|
344
|
|
|
776
|
|
|
28,384
|
|
|
257
|
|
|
28,641
|
|
|||||||
|
|
$
|
378
|
|
|
$
|
193
|
|
|
$
|
362
|
|
|
$
|
933
|
|
|
$
|
73,527
|
|
|
$
|
1,082
|
|
|
$
|
74,609
|
|
|
|
2012
|
||||||||||||||||||||||||||
|
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
|
$
|
27
|
|
|
$
|
23
|
|
|
$
|
19
|
|
|
$
|
69
|
|
|
$
|
26,265
|
|
|
$
|
409
|
|
|
$
|
26,674
|
|
Commercial real estate
mortgage—owner-occupied
|
|
49
|
|
|
28
|
|
|
6
|
|
|
83
|
|
|
9,656
|
|
|
439
|
|
|
10,095
|
|
|||||||
Commercial real estate construction—owner-occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
14
|
|
|
302
|
|
|||||||
Total commercial
|
|
76
|
|
|
51
|
|
|
25
|
|
|
152
|
|
|
36,209
|
|
|
862
|
|
|
37,071
|
|
|||||||
Commercial investor real estate mortgage
|
|
38
|
|
|
42
|
|
|
11
|
|
|
91
|
|
|
6,351
|
|
|
457
|
|
|
6,808
|
|
|||||||
Commercial investor real estate construction
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
894
|
|
|
20
|
|
|
914
|
|
|||||||
Total investor real estate
|
|
39
|
|
|
43
|
|
|
11
|
|
|
93
|
|
|
7,245
|
|
|
477
|
|
|
7,722
|
|
|||||||
Residential first mortgage
|
|
149
|
|
|
86
|
|
|
307
|
|
|
542
|
|
|
12,749
|
|
|
214
|
|
|
12,963
|
|
|||||||
Home equity
|
|
100
|
|
|
53
|
|
|
87
|
|
|
240
|
|
|
11,672
|
|
|
128
|
|
|
11,800
|
|
|||||||
Indirect
|
|
31
|
|
|
9
|
|
|
3
|
|
|
43
|
|
|
2,336
|
|
|
—
|
|
|
2,336
|
|
|||||||
Consumer credit card
|
|
7
|
|
|
7
|
|
|
14
|
|
|
28
|
|
|
906
|
|
|
—
|
|
|
906
|
|
|||||||
Other consumer
|
|
19
|
|
|
5
|
|
|
3
|
|
|
27
|
|
|
1,197
|
|
|
—
|
|
|
1,197
|
|
|||||||
Total consumer
|
|
306
|
|
|
160
|
|
|
414
|
|
|
880
|
|
|
28,860
|
|
|
342
|
|
|
29,202
|
|
|||||||
|
|
$
|
421
|
|
|
$
|
254
|
|
|
$
|
450
|
|
|
$
|
1,125
|
|
|
$
|
72,314
|
|
|
$
|
1,681
|
|
|
$
|
73,995
|
|
|
Non-accrual Impaired Loans 2013
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value
(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Total
Impaired
Loans on
Non-accrual
Status
|
|
Impaired
Loans on
Non-accrual
Status with
No Related
Allowance
|
|
Impaired
Loans on
Non-accrual
Status with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %
(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
280
|
|
|
$
|
48
|
|
|
$
|
232
|
|
|
$
|
45
|
|
|
$
|
187
|
|
|
$
|
72
|
|
|
42.9
|
%
|
Commercial real estate mortgage—owner-occupied
|
343
|
|
|
40
|
|
|
303
|
|
|
54
|
|
|
249
|
|
|
92
|
|
|
38.5
|
|
||||||
Commercial real estate construction—owner-occupied
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
8
|
|
|
47.1
|
|
||||||
Total commercial
|
640
|
|
|
88
|
|
|
552
|
|
|
99
|
|
|
453
|
|
|
172
|
|
|
40.6
|
|
||||||
Commercial investor real estate mortgage
|
306
|
|
|
68
|
|
|
238
|
|
|
17
|
|
|
221
|
|
|
68
|
|
|
44.4
|
|
||||||
Commercial investor real estate construction
|
15
|
|
|
5
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
3
|
|
|
53.3
|
|
||||||
Total investor real estate
|
321
|
|
|
73
|
|
|
248
|
|
|
17
|
|
|
231
|
|
|
71
|
|
|
44.9
|
|
||||||
Residential first mortgage
|
112
|
|
|
37
|
|
|
75
|
|
|
—
|
|
|
75
|
|
|
12
|
|
|
43.8
|
|
||||||
Home equity
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
1
|
|
|
5.9
|
|
||||||
Total consumer
|
129
|
|
|
37
|
|
|
92
|
|
|
—
|
|
|
92
|
|
|
13
|
|
|
38.8
|
|
||||||
|
$
|
1,090
|
|
|
$
|
198
|
|
|
$
|
892
|
|
|
$
|
116
|
|
|
$
|
776
|
|
|
$
|
256
|
|
|
41.7
|
%
|
|
|
Accruing Impaired Loans 2013
|
|||||||||||||||||
|
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Book Value
(3)
|
|
Related
Allowance for
Loan Losses
|
|
Coverage %
(4)
|
|||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||
Commercial and industrial
|
|
$
|
245
|
|
|
$
|
2
|
|
|
$
|
243
|
|
|
$
|
34
|
|
|
14.7
|
%
|
Commercial real estate mortgage—owner-occupied
|
|
209
|
|
|
7
|
|
|
202
|
|
|
23
|
|
|
14.4
|
|
||||
Commercial real estate construction—owner-occupied
|
|
25
|
|
|
—
|
|
|
25
|
|
|
1
|
|
|
4.0
|
|
||||
Total commercial
|
|
479
|
|
|
9
|
|
|
470
|
|
|
58
|
|
|
14.0
|
|
||||
Commercial investor real estate mortgage
|
|
435
|
|
|
11
|
|
|
424
|
|
|
39
|
|
|
11.5
|
|
||||
Commercial investor real estate construction
|
|
89
|
|
|
—
|
|
|
89
|
|
|
8
|
|
|
9.0
|
|
||||
Total investor real estate
|
|
524
|
|
|
11
|
|
|
513
|
|
|
47
|
|
|
11.1
|
|
||||
Residential first mortgage
|
|
397
|
|
|
8
|
|
|
389
|
|
|
60
|
|
|
17.1
|
|
||||
Home equity
|
|
373
|
|
|
—
|
|
|
373
|
|
|
24
|
|
|
6.4
|
|
||||
Indirect
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Consumer credit card
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
|
26
|
|
|
—
|
|
|
26
|
|
|
1
|
|
|
3.8
|
|
||||
Total consumer
|
|
799
|
|
|
8
|
|
|
791
|
|
|
85
|
|
|
11.6
|
|
||||
|
|
$
|
1,802
|
|
|
$
|
28
|
|
|
$
|
1,774
|
|
|
$
|
190
|
|
|
12.1
|
%
|
|
Total Impaired Loans 2013
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value
(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Total
Impaired
Loans
|
|
Impaired
Loans with No
Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %
(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
525
|
|
|
$
|
50
|
|
|
$
|
475
|
|
|
$
|
45
|
|
|
$
|
430
|
|
|
$
|
106
|
|
|
29.7
|
%
|
Commercial real estate mortgage—owner-
occupied
|
552
|
|
|
47
|
|
|
505
|
|
|
54
|
|
|
451
|
|
|
115
|
|
|
29.3
|
|
||||||
Commercial real estate construction—owner-occupied
|
42
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|
9
|
|
|
21.4
|
|
||||||
Total commercial
|
1,119
|
|
|
97
|
|
|
1,022
|
|
|
99
|
|
|
923
|
|
|
230
|
|
|
29.2
|
|
||||||
Commercial investor real estate mortgage
|
741
|
|
|
79
|
|
|
662
|
|
|
17
|
|
|
645
|
|
|
107
|
|
|
25.1
|
|
||||||
Commercial investor real estate construction
|
104
|
|
|
5
|
|
|
99
|
|
|
—
|
|
|
99
|
|
|
11
|
|
|
15.4
|
|
||||||
Total investor real estate
|
845
|
|
|
84
|
|
|
761
|
|
|
17
|
|
|
744
|
|
|
118
|
|
|
23.9
|
|
||||||
Residential first mortgage
|
509
|
|
|
45
|
|
|
464
|
|
|
—
|
|
|
464
|
|
|
72
|
|
|
23.0
|
|
||||||
Home equity
|
390
|
|
|
—
|
|
|
390
|
|
|
—
|
|
|
390
|
|
|
25
|
|
|
6.4
|
|
||||||
Indirect
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
26
|
|
|
1
|
|
|
3.8
|
|
||||||
Total consumer
|
928
|
|
|
45
|
|
|
883
|
|
|
—
|
|
|
883
|
|
|
98
|
|
|
15.4
|
|
||||||
|
$
|
2,892
|
|
|
$
|
226
|
|
|
$
|
2,666
|
|
|
$
|
116
|
|
|
$
|
2,550
|
|
|
$
|
446
|
|
|
23.2
|
%
|
(1)
|
Unpaid principal balance represents the contractual obligation due from the customer and includes the net book value plus charge-offs and payments applied.
|
(2)
|
Charge-offs and payments applied represents cumulative partial charge-offs taken, as well as interest payments received that have been applied against the outstanding principal balance.
|
(3)
|
Book value represents the unpaid principal balance less charge-offs and payments applied; it is shown before any allowance for loan losses.
|
(4)
|
Coverage % represents charge-offs and payments applied plus the related allowance as a percent of the unpaid principal balance.
|
|
Non-accrual Impaired Loans 2012
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value
(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Total
Impaired
Loans on
Non-accrual
Status
|
|
Impaired
Loans on
Non-accrual
Status with
No Related
Allowance
|
|
Impaired
Loans on
Non-accrual
Status with
Related
Allowance
|
|
Related
Allowance
for Loan
Losses
|
|
Coverage %
(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
467
|
|
|
$
|
62
|
|
|
$
|
405
|
|
|
$
|
63
|
|
|
$
|
342
|
|
|
$
|
128
|
|
|
40.7
|
%
|
Commercial real estate mortgage—owner-occupied
|
503
|
|
|
64
|
|
|
439
|
|
|
44
|
|
|
395
|
|
|
148
|
|
|
42.1
|
|
||||||
Commercial real estate construction—owner-occupied
|
18
|
|
|
4
|
|
|
14
|
|
|
4
|
|
|
10
|
|
|
3
|
|
|
38.9
|
|
||||||
Total commercial
|
988
|
|
|
130
|
|
|
858
|
|
|
111
|
|
|
747
|
|
|
279
|
|
|
41.4
|
|
||||||
Commercial investor real estate mortgage
|
560
|
|
|
103
|
|
|
457
|
|
|
54
|
|
|
403
|
|
|
132
|
|
|
42.0
|
|
||||||
Commercial investor real estate construction
|
26
|
|
|
6
|
|
|
20
|
|
|
2
|
|
|
18
|
|
|
7
|
|
|
50.0
|
|
||||||
Total investor real estate
|
586
|
|
|
109
|
|
|
477
|
|
|
56
|
|
|
421
|
|
|
139
|
|
|
42.3
|
|
||||||
Residential first mortgage
|
152
|
|
|
55
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|
13
|
|
|
44.7
|
|
||||||
Home equity
|
32
|
|
|
11
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
2
|
|
|
40.6
|
|
||||||
Total consumer
|
184
|
|
|
66
|
|
|
118
|
|
|
—
|
|
|
118
|
|
|
15
|
|
|
44.0
|
|
||||||
|
$
|
1,758
|
|
|
$
|
305
|
|
|
$
|
1,453
|
|
|
$
|
167
|
|
|
$
|
1,286
|
|
|
$
|
433
|
|
|
42.0
|
%
|
|
|
Accruing Impaired Loans 2012
|
|||||||||||||||||
|
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Book Value
(3)
|
|
Related
Allowance for
Loan Losses
|
|
Coverage %
(4)
|
|||||||||
|
|
(Dollars in millions)
|
|||||||||||||||||
Commercial and industrial
|
|
$
|
299
|
|
|
$
|
7
|
|
|
$
|
292
|
|
|
$
|
42
|
|
|
16.4
|
%
|
Commercial real estate mortgage—owner-occupied
|
|
213
|
|
|
4
|
|
|
209
|
|
|
25
|
|
|
13.6
|
|
||||
Commercial real estate construction—owner-occupied
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total commercial
|
|
513
|
|
|
11
|
|
|
502
|
|
|
67
|
|
|
15.2
|
|
||||
Commercial investor real estate mortgage
|
|
782
|
|
|
10
|
|
|
772
|
|
|
97
|
|
|
13.7
|
|
||||
Commercial investor real estate construction
|
|
107
|
|
|
—
|
|
|
107
|
|
|
16
|
|
|
15.0
|
|
||||
Total investor real estate
|
|
889
|
|
|
10
|
|
|
879
|
|
|
113
|
|
|
13.8
|
|
||||
Residential first mortgage
|
|
1,101
|
|
|
13
|
|
|
1,088
|
|
|
144
|
|
|
14.3
|
|
||||
Home equity
|
|
411
|
|
|
5
|
|
|
406
|
|
|
36
|
|
|
10.0
|
|
||||
Indirect
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
50.0
|
|
||||
Other consumer
|
|
40
|
|
|
—
|
|
|
40
|
|
|
1
|
|
|
2.5
|
|
||||
Total consumer
|
|
1,554
|
|
|
19
|
|
|
1,535
|
|
|
181
|
|
|
12.9
|
|
||||
|
|
$
|
2,956
|
|
|
$
|
40
|
|
|
$
|
2,916
|
|
|
$
|
361
|
|
|
13.6
|
%
|
|
Total Impaired Loans 2012
|
|||||||||||||||||||||||||
|
|
|
|
|
Book Value
(3)
|
|
|
|
|
|||||||||||||||||
|
Unpaid
Principal
Balance
(1)
|
|
Charge-offs
and Payments
Applied
(2)
|
|
Total
Impaired
Loans
|
|
Impaired
Loans with No
Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Related
Allowance for
Loan Losses
|
|
Coverage %
(4)
|
|||||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||||||||
Commercial and industrial
|
$
|
766
|
|
|
$
|
69
|
|
|
$
|
697
|
|
|
$
|
63
|
|
|
$
|
634
|
|
|
$
|
170
|
|
|
31.2
|
%
|
Commercial real estate mortgage—owner-
occupied
|
716
|
|
|
68
|
|
|
648
|
|
|
44
|
|
|
604
|
|
|
173
|
|
|
33.7
|
|
||||||
Commercial real estate construction—owner-occupied
|
19
|
|
|
4
|
|
|
15
|
|
|
4
|
|
|
11
|
|
|
3
|
|
|
36.8
|
|
||||||
Total commercial
|
1,501
|
|
|
141
|
|
|
1,360
|
|
|
111
|
|
|
1,249
|
|
|
346
|
|
|
32.4
|
|
||||||
Commercial investor real estate mortgage
|
1,342
|
|
|
113
|
|
|
1,229
|
|
|
54
|
|
|
1,175
|
|
|
229
|
|
|
25.5
|
|
||||||
Commercial investor real estate construction
|
133
|
|
|
6
|
|
|
127
|
|
|
2
|
|
|
125
|
|
|
23
|
|
|
21.8
|
|
||||||
Total investor real estate
|
1,475
|
|
|
119
|
|
|
1,356
|
|
|
56
|
|
|
1,300
|
|
|
252
|
|
|
25.2
|
|
||||||
Residential first mortgage
|
1,253
|
|
|
68
|
|
|
1,185
|
|
|
—
|
|
|
1,185
|
|
|
157
|
|
|
18.0
|
|
||||||
Home equity
|
443
|
|
|
16
|
|
|
427
|
|
|
—
|
|
|
427
|
|
|
38
|
|
|
12.2
|
|
||||||
Indirect
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
50.0
|
|
||||||
Other consumer
|
40
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|
1
|
|
|
2.5
|
|
||||||
Total consumer
|
1,738
|
|
|
85
|
|
|
1,653
|
|
|
—
|
|
|
1,653
|
|
|
196
|
|
|
16.2
|
|
||||||
|
$
|
4,714
|
|
|
$
|
345
|
|
|
$
|
4,369
|
|
|
$
|
167
|
|
|
$
|
4,202
|
|
|
$
|
794
|
|
|
24.2
|
%
|
(1)
|
Unpaid principal balance represents the contractual obligation due from the customer and includes the net book value plus charge-offs and payments applied.
|
(2)
|
Charge-offs and payments applied represents cumulative partial charge-offs taken, as well as interest payments received that have been applied against the outstanding principal balance.
|
(3)
|
Book value represents the unpaid principal balance less charge-offs and payments applied; it is shown before any allowance for loan losses.
|
(4)
|
Coverage % represents charge-offs and payments applied plus the related allowance as a percent of the unpaid principal balance.
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
629
|
|
|
$
|
14
|
|
|
$
|
707
|
|
|
$
|
16
|
|
|
$
|
563
|
|
|
$
|
7
|
|
Commercial real estate mortgage—owner-occupied
|
579
|
|
|
11
|
|
|
737
|
|
|
11
|
|
|
761
|
|
|
5
|
|
||||||
Commercial real estate construction—owner-occupied
|
38
|
|
|
1
|
|
|
23
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||||
Total commercial
|
1,246
|
|
|
26
|
|
|
1,467
|
|
|
27
|
|
|
1,354
|
|
|
12
|
|
||||||
Commercial investor real estate mortgage
|
995
|
|
|
32
|
|
|
1,510
|
|
|
40
|
|
|
1,457
|
|
|
22
|
|
||||||
Commercial investor real estate construction
|
115
|
|
|
6
|
|
|
210
|
|
|
7
|
|
|
449
|
|
|
4
|
|
||||||
Total investor real estate
|
1,110
|
|
|
38
|
|
|
1,720
|
|
|
47
|
|
|
1,906
|
|
|
26
|
|
||||||
Residential first mortgage
|
1,114
|
|
|
38
|
|
|
1,157
|
|
|
39
|
|
|
1,086
|
|
|
41
|
|
||||||
Home equity
|
406
|
|
|
21
|
|
|
439
|
|
|
22
|
|
|
410
|
|
|
21
|
|
||||||
Indirect
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Consumer credit card
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
32
|
|
|
2
|
|
|
47
|
|
|
3
|
|
|
61
|
|
|
4
|
|
||||||
Total consumer
|
1,555
|
|
|
61
|
|
|
1,645
|
|
|
64
|
|
|
1,559
|
|
|
66
|
|
||||||
Total impaired loans
|
$
|
3,911
|
|
|
$
|
125
|
|
|
$
|
4,832
|
|
|
$
|
138
|
|
|
$
|
4,819
|
|
|
$
|
104
|
|
|
|
2013
|
||||||||
|
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||
|
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||
|
|
(Dollars in millions)
|
||||||||
Commercial and industrial
|
|
450
|
|
$
|
566
|
|
|
$
|
2
|
|
Commercial real estate mortgage—owner-occupied
|
|
384
|
|
311
|
|
|
4
|
|
||
Commercial real estate construction—owner-occupied
|
|
6
|
|
31
|
|
|
—
|
|
||
Total commercial
|
|
840
|
|
908
|
|
|
6
|
|
||
Commercial investor real estate mortgage
|
|
432
|
|
687
|
|
|
4
|
|
||
Commercial investor real estate construction
|
|
83
|
|
138
|
|
|
—
|
|
||
Total investor real estate
|
|
515
|
|
825
|
|
|
4
|
|
||
Residential first mortgage
|
|
1,044
|
|
182
|
|
|
21
|
|
||
Home equity
|
|
619
|
|
38
|
|
|
3
|
|
||
Consumer credit card
|
|
241
|
|
3
|
|
|
—
|
|
||
Indirect and other consumer
|
|
282
|
|
4
|
|
|
—
|
|
||
Total consumer
|
|
2,186
|
|
227
|
|
|
24
|
|
||
|
|
3,541
|
|
$
|
1,960
|
|
|
$
|
34
|
|
|
|
2012
|
||||||||
|
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||
|
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||
|
|
(Dollars in millions)
|
||||||||
Commercial and industrial
|
|
623
|
|
$
|
668
|
|
|
$
|
3
|
|
Commercial real estate mortgage—owner-occupied
|
|
424
|
|
391
|
|
|
4
|
|
||
Commercial real estate construction—owner-occupied
|
|
8
|
|
7
|
|
|
—
|
|
||
Total commercial
|
|
1,055
|
|
1,066
|
|
|
7
|
|
||
Commercial investor real estate mortgage
|
|
604
|
|
1,188
|
|
|
9
|
|
||
Commercial investor real estate construction
|
|
205
|
|
128
|
|
|
1
|
|
||
Total investor real estate
|
|
809
|
|
1,316
|
|
|
10
|
|
||
Residential first mortgage
|
|
1,394
|
|
289
|
|
|
37
|
|
||
Home equity
|
|
1,014
|
|
70
|
|
|
5
|
|
||
Indirect and other consumer
|
|
489
|
|
8
|
|
|
—
|
|
||
Total consumer
|
|
2,897
|
|
367
|
|
|
42
|
|
||
|
|
4,761
|
|
$
|
2,749
|
|
|
$
|
59
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Defaulted During the Period, Where Modified in a TDR Twelve Months Prior to Default
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
33
|
|
|
$
|
114
|
|
Commercial real estate mortgage—owner-occupied
|
|
30
|
|
|
55
|
|
||
Commercial real estate construction—owner-occupied
|
|
—
|
|
|
1
|
|
||
Total commercial
|
|
63
|
|
|
170
|
|
||
Commercial investor real estate mortgage
|
|
92
|
|
|
186
|
|
||
Commercial investor real estate construction
|
|
26
|
|
|
24
|
|
||
Total investor real estate
|
|
118
|
|
|
210
|
|
||
Residential first mortgage
|
|
50
|
|
|
68
|
|
||
Home equity
|
|
5
|
|
|
18
|
|
||
Total consumer
|
|
55
|
|
|
86
|
|
||
|
|
$
|
236
|
|
|
$
|
466
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Carrying value, beginning of year
|
$
|
191
|
|
|
$
|
182
|
|
Additions
|
84
|
|
|
60
|
|
||
Increase (decrease) in fair value:
|
|
|
|
||||
Due to change in valuation inputs or assumptions
|
55
|
|
|
(20
|
)
|
||
Economic amortization associated with borrower repayments
|
(33
|
)
|
|
(31
|
)
|
||
Carrying value, end of year
|
$
|
297
|
|
|
$
|
191
|
|
|
2013
|
|
2012
|
||||
|
(Dollars in millions)
|
||||||
Unpaid principal balance
|
$
|
28,075
|
|
|
$
|
25,796
|
|
Weighted-average prepayment speed (CPR; percentage)
|
8.2
|
%
|
|
17.6
|
%
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(11
|
)
|
|
$
|
(13
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(21
|
)
|
|
$
|
(23
|
)
|
Option-adjusted spread (basis points)
|
895
|
|
|
754
|
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(20
|
)
|
|
$
|
(9
|
)
|
Weighted-average coupon interest rate
|
4.5
|
%
|
|
4.9
|
%
|
||
Weighted-average remaining maturity (months)
|
279
|
|
|
276
|
|
||
Weighted-average servicing fee (basis points)
|
27.7
|
|
|
28.3
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Servicing related fees and other ancillary income
|
$
|
86
|
|
|
$
|
83
|
|
|
$
|
85
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Beginning balance
|
$
|
40
|
|
|
$
|
32
|
|
Additions
|
31
|
|
|
41
|
|
||
Losses
|
(32
|
)
|
|
(33
|
)
|
||
Ending balance
|
$
|
39
|
|
|
$
|
40
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Land
|
|
$
|
520
|
|
|
$
|
525
|
|
Premises and improvements
|
|
1,745
|
|
|
1,727
|
|
||
Furniture and equipment
|
|
1,000
|
|
|
1,010
|
|
||
Software
|
|
393
|
|
|
303
|
|
||
Leasehold improvements
|
|
396
|
|
|
396
|
|
||
Construction in progress
|
|
141
|
|
|
175
|
|
||
|
|
4,195
|
|
|
4,136
|
|
||
Accumulated depreciation and amortization
|
|
(1,979
|
)
|
|
(1,857
|
)
|
||
|
|
$
|
2,216
|
|
|
$
|
2,279
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Business Services
|
$
|
2,552
|
|
|
$
|
2,552
|
|
Consumer Services
|
1,797
|
|
|
1,797
|
|
||
Wealth Management
|
467
|
|
|
467
|
|
||
|
$
|
4,816
|
|
|
$
|
4,816
|
|
•
|
Recent operating performance,
|
•
|
Changes in market capitalization,
|
•
|
Regulatory actions and assessments,
|
•
|
Changes in the business climate (including legislation, legal factors, and competition),
|
•
|
Company-specific factors (including changes in key personnel, asset impairments, and business dispositions), and
|
•
|
Trends in the banking industry.
|
As of Fourth Quarter 2013
|
Business
Services
|
|
Consumer
Services
|
|
Wealth
Management
|
|||
Discount rate used in income approach
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
Public company method market multiplier
(1)
|
1.2
|
x
|
|
1.2
|
x
|
|
15.4
|
x
|
Transaction method market multiplier
(2)
|
1.5
|
x
|
|
1.5
|
x
|
|
25.2
|
x
|
(1)
|
For the Business Services and Consumer Services reporting units, these multipliers are applied to tangible book value. For the Wealth Management reporting unit, this multiplier is applied to earnings. In addition to the multipliers, a
30 percent
control premium was assumed for the Business Services reporting unit, a
35 percent
control premium was assumed for the Consumer Services reporting unit and a
30 percent
control premium was assumed for the Wealth Management reporting unit based on current market factors. Because the control premium considers potential revenue synergies and cost savings for similar financial services transactions, reporting units operating in businesses that have greater barriers to entry tend to have greater control premiums.
|
(2)
|
For the Business Services and Consumer Services reporting units, these multipliers are applied to tangible book value. For the Wealth Management reporting unit, this multiplier is applied to earnings.
|
As of Fourth Quarter 2012
|
Business
Services |
|
Consumer
Services |
|
Wealth
Management |
|||
Discount rate used in income approach
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Public company method market multiplier
(1)
|
1.2
|
x
|
|
1.0
|
x
|
|
14.0
|
x
|
Transaction method market multiplier
(2)
|
1.3
|
x
|
|
1.3
|
x
|
|
25.2
|
x
|
(1)
|
For the Business Services and Consumer Services reporting units, these multipliers are applied to tangible book value. For the Wealth Management reporting unit, this multiplier is applied to earnings. In addition to the multipliers, a
20 percent
control premium was assumed for the Business Services reporting unit, a
40 percent
control premium was assumed for the Consumer Services reporting unit and a
30 percent
control premium was assumed for the Wealth Management reporting unit based on current market factors. Because the control premium considers potential revenue synergies and cost savings for similar financial services transactions, reporting units operating in businesses that have greater barriers to entry tend to have greater control premiums.
|
(2)
|
For the Business Services and Consumer Services reporting units, these multipliers are applied to tangible book value. For the Wealth Management reporting unit, this multiplier is applied to earnings.
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Balance at beginning of year, net
|
|
$
|
176
|
|
|
$
|
259
|
|
Accumulated amortization, beginning of year
|
|
(835
|
)
|
|
(752
|
)
|
||
Amortization
|
|
(28
|
)
|
|
(83
|
)
|
||
Accumulated amortization, end of year
|
|
(863
|
)
|
|
(835
|
)
|
||
Balance at end of year, net
|
|
$
|
148
|
|
|
$
|
176
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Net Book Value
|
|
$
|
147
|
|
|
$
|
169
|
|
Current Year Amortization
|
|
26
|
|
|
27
|
|
|
Year Ended December 31
|
||
|
(In millions)
|
||
2014
|
$
|
50
|
|
2015
|
45
|
|
|
2016
|
40
|
|
|
2017
|
36
|
|
|
2018
|
30
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Savings
|
|
$
|
6,050
|
|
|
$
|
5,760
|
|
Interest-bearing transaction
|
|
20,789
|
|
|
21,096
|
|
||
Money market—domestic
|
|
25,635
|
|
|
24,901
|
|
||
Money market—foreign
|
|
220
|
|
|
311
|
|
||
Time deposits
|
|
9,608
|
|
|
13,443
|
|
||
Interest-bearing customer deposits
|
|
62,302
|
|
|
65,511
|
|
||
Corporate treasury time deposits
|
|
68
|
|
|
—
|
|
||
|
|
$
|
62,370
|
|
|
$
|
65,511
|
|
|
|
||
|
December 31, 2013
|
||
|
(In millions)
|
||
2014
|
$
|
4,577
|
|
2015
|
1,751
|
|
|
2016
|
1,602
|
|
|
2017
|
1,025
|
|
|
2018
|
699
|
|
|
Thereafter
|
22
|
|
|
|
$
|
9,676
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Company funding sources:
|
|
|
|
|
||||
Federal funds purchased
|
|
$
|
11
|
|
|
$
|
21
|
|
Customer-related borrowings:
|
|
|
|
|
||||
Securities sold under agreements to repurchase
|
|
2,171
|
|
|
1,428
|
|
||
Customer collateral
|
|
—
|
|
|
125
|
|
||
|
|
2,171
|
|
|
1,553
|
|
||
|
|
$
|
2,182
|
|
|
$
|
1,574
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Regions Financial Corporation (Parent):
|
|
|
|
|
||||
4.875% senior notes due April 2013
|
|
$
|
—
|
|
|
$
|
250
|
|
7.75% senior notes due November 2014
|
|
349
|
|
|
696
|
|
||
5.75% senior notes due June 2015
|
|
498
|
|
|
497
|
|
||
2.00% senior notes due May 2018
|
|
748
|
|
|
—
|
|
||
7.75% subordinated notes due September 2024
|
|
100
|
|
|
100
|
|
||
6.75% subordinated debentures due November 2025
|
|
161
|
|
|
161
|
|
||
7.375% subordinated notes due December 2037
|
|
300
|
|
|
300
|
|
||
6.625% junior subordinated notes due May 2047
|
|
—
|
|
|
498
|
|
||
Other long-term debt
|
|
—
|
|
|
3
|
|
||
Valuation adjustments on hedged long-term debt
|
|
5
|
|
|
62
|
|
||
|
|
2,161
|
|
|
2,567
|
|
||
Regions Bank:
|
|
|
|
|
||||
Federal Home Loan Bank advances
|
|
1,009
|
|
|
1,010
|
|
||
4.85% subordinated notes due April 2013
|
|
—
|
|
|
499
|
|
||
5.20% subordinated notes due April 2015
|
|
349
|
|
|
348
|
|
||
7.50% subordinated notes due May 2018
|
|
750
|
|
|
750
|
|
||
6.45% subordinated notes due June 2037
|
|
497
|
|
|
497
|
|
||
Other long-term debt
|
|
58
|
|
|
174
|
|
||
Valuation adjustments on hedged long-term debt
|
|
6
|
|
|
16
|
|
||
|
|
2,669
|
|
|
3,294
|
|
||
|
|
$
|
4,830
|
|
|
$
|
5,861
|
|
|
|
December 31, 2013
|
|
Minimum
Requirement
|
|
To Be Well
Capitalized
|
|||||||
|
|
Amount
|
|
Ratio
|
|
||||||||
|
|
(Dollars in millions)
|
|||||||||||
Tier 1 capital:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
11,258
|
|
|
11.68
|
%
|
|
4.00
|
%
|
|
6.00
|
%
|
Regions Bank
|
|
11,965
|
|
|
12.46
|
|
|
4.00
|
|
|
6.00
|
|
|
Total capital:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
14,200
|
|
|
14.73
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Regions Bank
|
|
14,341
|
|
|
14.94
|
|
|
8.00
|
|
|
10.00
|
|
|
Leverage
(1)
:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
11,258
|
|
|
10.03
|
%
|
|
3.00
|
%
|
|
5.00
|
%
|
Regions Bank
|
|
11,965
|
|
|
10.67
|
|
|
3.00
|
|
|
5.00
|
|
|
|
December 31, 2012
|
|
Minimum
Requirement
|
|
To Be Well
Capitalized
|
|||||||
|
|
Amount
|
|
Ratio
|
|
||||||||
|
|
(Dollars in millions)
|
|||||||||||
Tier 1 capital:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
11,134
|
|
|
12.00
|
%
|
|
4.00
|
%
|
|
6.00
|
%
|
Regions Bank
|
|
12,246
|
|
|
13.25
|
|
|
4.00
|
|
|
6.00
|
|
|
Total capital:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
14,272
|
|
|
15.38
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Regions Bank
|
|
14,818
|
|
|
16.04
|
|
|
8.00
|
|
|
10.00
|
|
|
Leverage
(1)
:
|
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
|
$
|
11,134
|
|
|
9.65
|
%
|
|
3.00
|
%
|
|
5.00
|
%
|
Regions Bank
|
|
12,246
|
|
|
10.65
|
|
|
3.00
|
|
|
5.00
|
|
|
2013
|
||||||||||||||||||
|
Unrealized losses on securities transferred to held to maturity
|
|
Unrealized
gains (losses) on securities
available
for sale
|
|
Unrealized
gains (losses) on derivative
instruments
designated
as cash
flow hedges
|
|
Defined benefit pension plans and other post
employment
benefits
|
|
Accumulated
other
comprehensive
income (loss),
net of tax
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Beginning of year
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
93
|
|
|
$
|
(464
|
)
|
|
$
|
65
|
|
Net change
|
(64
|
)
|
|
(458
|
)
|
|
(78
|
)
|
|
216
|
|
|
(384
|
)
|
|||||
End of year
|
$
|
(64
|
)
|
|
$
|
(22
|
)
|
|
$
|
15
|
|
|
$
|
(248
|
)
|
|
$
|
(319
|
)
|
|
2012
|
||||||||||||||
|
Unrealized
gains (losses) on securities
available for sale
|
|
Unrealized
gains (losses) on derivative
instruments
designated
as cash
flow hedges
|
|
Defined
benefit
pension
plans and
other post
employment
benefits
|
|
Accumulated other
comprehensive
income (loss),
net of tax
|
||||||||
|
(In millions)
|
||||||||||||||
Beginning of year
|
$
|
322
|
|
|
$
|
84
|
|
|
$
|
(475
|
)
|
|
$
|
(69
|
)
|
Net change
|
114
|
|
|
9
|
|
|
11
|
|
|
134
|
|
||||
End of year
|
$
|
436
|
|
|
$
|
93
|
|
|
$
|
(464
|
)
|
|
$
|
65
|
|
|
2011
|
||||||||||||||
|
Unrealized
gains (losses) on securities available for sale |
|
Unrealized
gains (losses) on derivative instruments designated as cash flow hedges |
|
Defined
benefit pension plans and other post employment benefits |
|
Accumulated other
comprehensive income (loss), net of tax |
||||||||
|
(In millions)
|
||||||||||||||
Beginning of year
|
$
|
78
|
|
|
$
|
(10
|
)
|
|
$
|
(328
|
)
|
|
$
|
(260
|
)
|
Net change
|
244
|
|
|
94
|
|
|
(147
|
)
|
|
191
|
|
||||
End of year
|
$
|
322
|
|
|
$
|
84
|
|
|
$
|
(475
|
)
|
|
$
|
(69
|
)
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(1)
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||
|
(In millions)
|
|
|||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
||
|
$
|
(7
|
)
|
|
Net interest income
|
|
3
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(4
|
)
|
|
Net of tax
|
Unrealized gains and (losses) on available-for-sale securities:
|
|
|
|
||
|
$
|
26
|
|
|
Securities gains, net
|
|
(9
|
)
|
|
Tax (expense) or benefit
|
|
|
$
|
17
|
|
|
Net of tax
|
|
|
|
|
||
Gains and (losses) on cash flow hedges:
|
|
|
|
||
Interest rate contracts
|
$
|
86
|
|
|
Net interest income
|
|
(33
|
)
|
|
Tax (expense) or benefit
|
|
|
$
|
53
|
|
|
Net of tax
|
|
|
|
|
||
Amortization of defined benefit pension items:
|
|
|
|
||
Prior-service cost
|
$
|
(1
|
)
|
|
(2)
|
Actuarial gains/(losses)
|
(69
|
)
|
|
(2)
|
|
|
(70
|
)
|
|
Total before tax
|
|
|
25
|
|
|
Tax (expense) or benefit
|
|
|
$
|
(45
|
)
|
|
Net of tax
|
|
|
|
|
||
Total reclassifications for the period
|
$
|
21
|
|
|
Net of tax
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,135
|
|
|
$
|
1,179
|
|
|
$
|
189
|
|
Preferred stock dividends and accretion
|
(32
|
)
|
|
(129
|
)
|
|
(214
|
)
|
|||
Income (loss) from continuing operations available to common shareholders
|
1,103
|
|
|
1,050
|
|
|
(25
|
)
|
|||
Loss from discontinued operations, net of tax
|
(13
|
)
|
|
(59
|
)
|
|
(404
|
)
|
|||
Net income (loss) available to common shareholders
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding—basic
|
1,395
|
|
|
1,381
|
|
|
1,258
|
|
|||
Potential common shares
|
15
|
|
|
6
|
|
|
—
|
|
|||
Weighted-average common shares outstanding—diluted
|
1,410
|
|
|
1,387
|
|
|
1,258
|
|
|||
Earnings (loss) per common share from continuing operations available to common shareholders
(1)
:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.79
|
|
|
$
|
0.76
|
|
|
$
|
(0.02
|
)
|
Diluted
|
0.78
|
|
|
0.76
|
|
|
(0.02
|
)
|
|||
Loss per common share from discontinued operations
(1)
:
|
|
|
|
|
|
||||||
Basic
|
(0.01
|
)
|
|
(0.04
|
)
|
|
(0.32
|
)
|
|||
Diluted
|
(0.01
|
)
|
|
(0.04
|
)
|
|
(0.32
|
)
|
|||
Earnings (loss) per common share
(1)
:
|
|
|
|
|
|
||||||
Basic
|
0.78
|
|
|
0.72
|
|
|
(0.34
|
)
|
|||
Diluted
|
0.77
|
|
|
0.71
|
|
|
(0.34
|
)
|
(1)
|
Certain per share amounts may not appear to reconcile due to rounding.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Compensation cost of share-based compensation awards:
|
|
|
|
|
|
||||||
Restricted stock awards
|
$
|
35
|
|
|
$
|
23
|
|
|
$
|
10
|
|
Stock options
|
5
|
|
|
7
|
|
|
9
|
|
|||
Cash-settled restricted stock units
|
—
|
|
|
3
|
|
|
3
|
|
|||
Tax benefits related to compensation cost
|
(15
|
)
|
|
(12
|
)
|
|
(8
|
)
|
|||
Compensation cost of share-based compensation awards, net of tax
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
14
|
|
|
2011
|
|
Expected option life
|
5.8 yrs
|
|
Expected volatility
|
75.5
|
%
|
Expected dividend yield
|
2.3
|
%
|
Risk-free interest rate
|
2.0
|
%
|
Fair value
|
$3.66
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic Value
(In Millions)
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|||||
Outstanding at December 31, 2010
|
|
54,999,626
|
|
|
$
|
24.41
|
|
|
$
|
11
|
|
|
4.76 yrs.
|
Granted
|
|
1,451,200
|
|
|
6.59
|
|
|
|
|
|
|||
Exercised
|
|
(18,442
|
)
|
|
3.29
|
|
|
|
|
|
|||
Canceled/Forfeited
|
|
(10,081,035
|
)
|
|
25.30
|
|
|
|
|
|
|||
Outstanding at December 31, 2011
|
|
46,351,349
|
|
|
$
|
23.62
|
|
|
$
|
3
|
|
|
4.55 yrs.
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(338,182
|
)
|
|
4.07
|
|
|
|
|
|
|||
Canceled/Forfeited
|
|
(7,754,963
|
)
|
|
27.06
|
|
|
|
|
|
|||
Outstanding at December 31, 2012
|
|
38,258,204
|
|
|
$
|
23.09
|
|
|
$
|
11
|
|
|
3.99 yrs.
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(934,790
|
)
|
|
5.46
|
|
|
|
|
|
|||
Canceled/Forfeited
|
|
(5,196,179
|
)
|
|
28.29
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
|
32,127,235
|
|
|
$
|
22.81
|
|
|
$
|
35
|
|
|
3.46 yrs.
|
Exercisable at December 31, 2013
|
|
31,657,014
|
|
|
$
|
23.05
|
|
|
$
|
34
|
|
|
3.40 yrs.
|
|
|
Number of
Shares/Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Non-vested at December 31, 2010
|
|
4,930,444
|
|
|
$
|
12.13
|
|
Granted
|
|
2,705,834
|
|
|
6.66
|
|
|
Vested
|
|
(1,206,373
|
)
|
|
23.36
|
|
|
Forfeited
|
|
(149,545
|
)
|
|
12.93
|
|
|
Non-vested at December 31, 2011
|
|
6,280,360
|
|
|
$
|
7.60
|
|
Granted
|
|
8,461,987
|
|
|
5.86
|
|
|
Vested
|
|
(2,047,900
|
)
|
|
10.12
|
|
|
Forfeited
|
|
(749,268
|
)
|
|
4.22
|
|
|
Non-vested at December 31, 2012
|
|
11,945,179
|
|
|
$
|
6.15
|
|
Granted
|
|
6,385,841
|
|
|
8.06
|
|
|
Vested
|
|
(1,584,532
|
)
|
|
7.03
|
|
|
Forfeited
|
|
(534,290
|
)
|
|
6.67
|
|
|
Non-vested at December 31, 2013
|
|
16,212,198
|
|
|
$
|
6.83
|
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of year
|
|
$
|
2,004
|
|
|
$
|
1,841
|
|
|
$
|
163
|
|
|
$
|
145
|
|
|
$
|
2,167
|
|
|
$
|
1,986
|
|
Service cost
|
|
38
|
|
|
37
|
|
|
3
|
|
|
3
|
|
|
41
|
|
|
40
|
|
||||||
Interest cost
|
|
84
|
|
|
84
|
|
|
6
|
|
|
6
|
|
|
90
|
|
|
90
|
|
||||||
Actuarial (gains) losses
|
|
(269
|
)
|
|
119
|
|
|
2
|
|
|
16
|
|
|
(267
|
)
|
|
135
|
|
||||||
Benefit payments
|
|
(77
|
)
|
|
(74
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
(86
|
)
|
|
(81
|
)
|
||||||
Administrative expenses
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Projected benefit obligation, end of year
|
|
$
|
1,777
|
|
|
$
|
2,004
|
|
|
$
|
165
|
|
|
$
|
163
|
|
|
$
|
1,942
|
|
|
$
|
2,167
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
|
$
|
1,749
|
|
|
$
|
1,494
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,749
|
|
|
$
|
1,494
|
|
Actual return on plan assets
|
|
143
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
191
|
|
||||||
Company contributions
|
|
—
|
|
|
141
|
|
|
9
|
|
|
7
|
|
|
9
|
|
|
148
|
|
||||||
Benefit payments
|
|
(77
|
)
|
|
(74
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|
(86
|
)
|
|
(81
|
)
|
||||||
Administrative expenses
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Fair value of plan assets, end of year
|
|
$
|
1,812
|
|
|
$
|
1,749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,812
|
|
|
$
|
1,749
|
|
Funded status and accrued benefit cost at measurement date
|
|
$
|
35
|
|
|
$
|
(255
|
)
|
|
$
|
(165
|
)
|
|
$
|
(163
|
)
|
|
$
|
(130
|
)
|
|
$
|
(418
|
)
|
Amount recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets (liabilities)
|
|
$
|
35
|
|
|
$
|
(255
|
)
|
|
$
|
(165
|
)
|
|
$
|
(163
|
)
|
|
$
|
(130
|
)
|
|
$
|
(418
|
)
|
Pre-tax amounts recognized in Accumulated Other Comprehensive (Income) Loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
|
$
|
374
|
|
|
$
|
721
|
|
|
$
|
36
|
|
|
$
|
34
|
|
|
$
|
410
|
|
|
$
|
755
|
|
Prior service cost (credit)
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
2
|
|
|
3
|
|
||||||
|
|
$
|
374
|
|
|
$
|
721
|
|
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
412
|
|
|
$
|
758
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||
Service cost
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
33
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
41
|
|
|
$
|
40
|
|
|
$
|
36
|
|
|
Interest cost
|
84
|
|
|
84
|
|
|
85
|
|
|
6
|
|
|
6
|
|
|
6
|
|
|
90
|
|
|
90
|
|
|
91
|
|
||||||||||
Expected return on plan assets
|
(132
|
)
|
|
(115
|
)
|
|
(121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
(115
|
)
|
|
(121
|
)
|
||||||||||
Amortization of actuarial loss
|
66
|
|
|
70
|
|
|
45
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
69
|
|
|
71
|
|
|
45
|
|
||||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||||||
Net periodic pension cost
|
$
|
56
|
|
|
$
|
76
|
|
|
$
|
42
|
|
|
$
|
13
|
|
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
69
|
|
|
$
|
87
|
|
|
$
|
52
|
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||
|
|
(In millions)
|
||||||
Actuarial loss
|
|
$
|
21
|
|
|
$
|
2
|
|
Prior service cost
|
|
—
|
|
|
1
|
|
||
|
|
$
|
21
|
|
|
$
|
3
|
|
|
|
Qualified Plan
|
|
Non-Qualified Plans
|
||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
|
5.00
|
%
|
|
4.25
|
%
|
|
4.50
|
%
|
|
3.65
|
%
|
Rate of annual compensation increase
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
|
4.25
|
%
|
|
4.60
|
%
|
|
5.45
|
%
|
|
3.65
|
%
|
|
4.35
|
%
|
|
5.00
|
%
|
Expected long-term rate of return on plan assets
|
|
7.75
|
%
|
|
7.75
|
%
|
|
8.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of annual compensation increase
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
4.00
|
%
|
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||||||
Cash and cash equivalents
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agency securities
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
||||||||
Mortgage-backed securities
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Collateralized mortgage obligations
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Obligations of states and political subdivisions
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Corporate bonds
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
167
|
|
||||||||
Unit investment trusts
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total fixed income securities
|
|
$
|
—
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
309
|
|
|
$
|
—
|
|
|
$
|
309
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
|
271
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
253
|
|
||||||||
International
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||||
Total common stock
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
258
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
258
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
347
|
|
|
—
|
|
|
—
|
|
|
347
|
|
||||||||
International
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||||
Total mutual funds
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
348
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income fund
|
|
—
|
|
|
227
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
221
|
|
||||||||
Common stock fund
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||||
International fund
|
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
208
|
|
||||||||
|
|
$
|
—
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
469
|
|
|
$
|
—
|
|
|
$
|
469
|
|
International hedge funds
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Real estate funds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
203
|
|
Private equity funds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
46
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
$
|
418
|
|
|
$
|
1,098
|
|
|
$
|
296
|
|
|
$
|
1,812
|
|
|
$
|
637
|
|
|
$
|
862
|
|
|
$
|
250
|
|
|
$
|
1,749
|
|
|
|
Real estate
funds
|
|
Private equity
funds
|
|
Other assets
|
||||||
|
|
|
|
(In millions)
|
|
|
||||||
Beginning balance, January 1, 2013
|
|
$
|
203
|
|
|
$
|
46
|
|
|
$
|
1
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Net appreciation (depreciation) in fair value of investments
|
|
21
|
|
|
11
|
|
|
—
|
|
|||
Purchases, sales, issuances, and settlements, net
|
|
1
|
|
|
13
|
|
|
—
|
|
|||
Ending balance, December 31, 2013
|
|
$
|
225
|
|
|
$
|
70
|
|
|
$
|
1
|
|
The amount of total gains (losses) for the period attributable to the change in unrealized gains (losses) relating to assets still held at December 31, 2013:
|
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
|
Real estate
funds
|
|
Private equity
funds
|
|
Other assets
|
||||||
|
|
(In millions)
|
||||||||||
Beginning balance, January 1, 2012
|
|
$
|
186
|
|
|
$
|
26
|
|
|
$
|
1
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
||||||
Net appreciation (depreciation) in fair value of investments
|
|
15
|
|
|
(2
|
)
|
|
—
|
|
|||
Purchases, sales, issuances, and settlements, net
|
|
2
|
|
|
22
|
|
|
—
|
|
|||
Ending balance, December 31, 2012
|
|
$
|
203
|
|
|
$
|
46
|
|
|
$
|
1
|
|
The amount of total gains (losses) for the period attributable to the change in unrealized gains (losses) relating to assets still held at December 31, 2012:
|
|
$
|
15
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Insurance commissions and fees
|
$
|
114
|
|
|
$
|
109
|
|
|
$
|
106
|
|
Capital markets fee income and other
|
87
|
|
|
83
|
|
|
36
|
|
|||
Bank-owned life insurance
|
82
|
|
|
81
|
|
|
83
|
|
|||
Credit card / bank card income
|
75
|
|
|
85
|
|
|
65
|
|
|||
Commercial credit fee income
|
65
|
|
|
68
|
|
|
80
|
|
|||
Net loss from affordable housing
|
(49
|
)
|
|
(49
|
)
|
|
(69
|
)
|
|||
Other miscellaneous income
|
209
|
|
|
132
|
|
|
143
|
|
|||
|
$
|
583
|
|
|
$
|
509
|
|
|
$
|
444
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Professional and legal expenses
|
$
|
132
|
|
|
$
|
114
|
|
|
$
|
175
|
|
Deposit administrative fee
|
125
|
|
|
162
|
|
|
217
|
|
|||
Outside services
|
106
|
|
|
82
|
|
|
62
|
|
|||
Marketing
|
98
|
|
|
87
|
|
|
62
|
|
|||
Loss on early extinguishment of debt
|
61
|
|
|
11
|
|
|
—
|
|
|||
Regulatory charge
|
58
|
|
|
—
|
|
|
—
|
|
|||
Credit/checkcard expenses
|
41
|
|
|
64
|
|
|
50
|
|
|||
Amortization of core deposit intangible
|
28
|
|
|
83
|
|
|
95
|
|
|||
Other real estate owned expense
|
16
|
|
|
52
|
|
|
162
|
|
|||
Branch consolidation and property and equipment charges
|
5
|
|
|
—
|
|
|
75
|
|
|||
(Gain)/loss on loans held for sale, net
|
(30
|
)
|
|
(61
|
)
|
|
1
|
|
|||
Other miscellaneous expenses
|
453
|
|
|
526
|
|
|
443
|
|
|||
|
$
|
1,093
|
|
|
$
|
1,120
|
|
|
$
|
1,342
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
88
|
|
|
$
|
(20
|
)
|
|
$
|
2
|
|
State
|
19
|
|
|
16
|
|
|
1
|
|
|||
Total current expense (benefit)
|
$
|
107
|
|
|
$
|
(4
|
)
|
|
$
|
3
|
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
356
|
|
|
$
|
383
|
|
|
$
|
1
|
|
State
|
(11
|
)
|
|
103
|
|
|
(32
|
)
|
|||
Total deferred expense (benefit)
|
$
|
345
|
|
|
$
|
486
|
|
|
$
|
(31
|
)
|
Total income tax expense (benefit)
|
$
|
452
|
|
|
$
|
482
|
|
|
$
|
(28
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(Dollars in millions)
|
||||||||||
Tax on income from continuing operations computed at statutory federal income tax rate
|
$
|
555
|
|
|
$
|
582
|
|
|
$
|
56
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
State income tax, net of federal tax effect
|
5
|
|
|
77
|
|
|
(20
|
)
|
|||
Affordable housing credits and other credits
|
(108
|
)
|
|
(108
|
)
|
|
(107
|
)
|
|||
Lease financing
|
38
|
|
|
24
|
|
|
24
|
|
|||
Bank-owned life insurance
|
(33
|
)
|
|
(32
|
)
|
|
(34
|
)
|
|||
Tax-exempt income from obligations of states and political subdivisions
|
(32
|
)
|
|
(29
|
)
|
|
(21
|
)
|
|||
Regulatory charge
|
20
|
|
|
—
|
|
|
(17
|
)
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
89
|
|
|||
Federal audit settlement
|
—
|
|
|
(61
|
)
|
|
—
|
|
|||
Other, net
|
7
|
|
|
29
|
|
|
2
|
|
|||
Income tax expense (benefit)
|
$
|
452
|
|
|
$
|
482
|
|
|
$
|
(28
|
)
|
Effective tax rate
|
28.5
|
%
|
|
29.0
|
%
|
|
(17.4
|
)%
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
539
|
|
|
$
|
757
|
|
Unrealized gains and losses included in stockholders’ equity
|
196
|
|
|
—
|
|
||
Accrued expenses
|
191
|
|
|
219
|
|
||
State net operating loss carryfowards, net of federal tax effect
|
176
|
|
|
187
|
|
||
Employee benefits and deferred compensation
|
109
|
|
|
64
|
|
||
Federal tax credit carryforwards
|
74
|
|
|
177
|
|
||
Other
|
96
|
|
|
115
|
|
||
Total deferred tax assets
|
1,381
|
|
|
1,519
|
|
||
Less: valuation allowance
|
(36
|
)
|
|
(70
|
)
|
||
Total deferred tax assets less valuation allowance
|
1,345
|
|
|
1,449
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Lease financing
|
413
|
|
|
344
|
|
||
Goodwill and intangibles
|
188
|
|
|
191
|
|
||
Mortgage servicing rights
|
96
|
|
|
62
|
|
||
Fixed assets
|
15
|
|
|
17
|
|
||
Unrealized gains and losses included in stockholders’ equity
|
—
|
|
|
37
|
|
||
Other
|
21
|
|
|
35
|
|
||
Total deferred tax liabilities
|
733
|
|
|
686
|
|
||
Net deferred tax asset
|
$
|
612
|
|
|
$
|
763
|
|
|
Expiration Dates
|
|
Deferred Tax
Asset Balance
|
|
Valuation
Allowance
|
|
Net Deferred Tax
Asset Balance
|
|
Pre-Tax
Earnings
Necessary to
Realize
(1)
|
|||||||
General business credits-federal
|
2031-2033
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
64
|
|
|
$ N/A
|
|
Alternate minimum tax credits-federal
|
None
(2)
|
|
10
|
|
|
—
|
|
|
10
|
|
|
N/A
|
|
|||
Net operating losses-states
|
2014-2018
|
|
72
|
|
|
(8
|
)
|
|
64
|
|
|
1,515
|
|
|||
Net operating losses-states
|
2019-2025
|
|
55
|
|
|
(13
|
)
|
|
42
|
|
|
999
|
|
|||
Net operating losses-states
|
2026-2033
|
|
49
|
|
|
(10
|
)
|
|
39
|
|
|
992
|
|
|||
Other credits-states
|
2014-2018
|
|
8
|
|
|
(5
|
)
|
|
3
|
|
|
N/A
|
|
(1)
|
N/A indicates that credits are not measured on a pre-tax basis.
|
(2)
|
Alternative minimum tax credits can be carried forward indefinitely.
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
55
|
|
|
$
|
94
|
|
|
$
|
93
|
|
Additions based on tax positions related to the current year
|
2
|
|
|
24
|
|
|
6
|
|
|||
Additions based on tax positions taken in a prior period
|
4
|
|
|
11
|
|
|
10
|
|
|||
Reductions based on tax positions taken in a prior period
|
(10
|
)
|
|
(63
|
)
|
|
(10
|
)
|
|||
Settlements
|
—
|
|
|
(11
|
)
|
|
(3
|
)
|
|||
Expiration of statute of limitations
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Balance at end of year
|
$
|
51
|
|
|
$
|
55
|
|
|
$
|
94
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Notional
Amount
|
|
Estimated Fair Value
|
|
Notional
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
|
Gain
(1)
|
|
Loss
(1)
|
|
Gain
(1)
|
|
Loss
(1)
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Derivatives in fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
4,241
|
|
|
$
|
70
|
|
|
$
|
29
|
|
|
$
|
5,388
|
|
|
$
|
113
|
|
|
$
|
1
|
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
5,800
|
|
|
5
|
|
|
80
|
|
|
1,000
|
|
|
2
|
|
|
—
|
|
||||||
Total derivatives designated as hedging instruments
|
$
|
10,041
|
|
|
$
|
75
|
|
|
$
|
109
|
|
|
$
|
6,388
|
|
|
$
|
115
|
|
|
$
|
1
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
46,591
|
|
|
$
|
1,078
|
|
|
$
|
1,142
|
|
|
$
|
46,054
|
|
|
$
|
1,746
|
|
|
$
|
1,775
|
|
Interest rate options
|
2,865
|
|
|
9
|
|
|
4
|
|
|
3,274
|
|
|
25
|
|
|
4
|
|
||||||
Interest rate futures and forward commitments
|
13,357
|
|
|
9
|
|
|
2
|
|
|
43,908
|
|
|
10
|
|
|
13
|
|
||||||
Other contracts
|
2,535
|
|
|
48
|
|
|
44
|
|
|
2,213
|
|
|
31
|
|
|
32
|
|
||||||
Total derivatives not designated as hedging instruments
|
$
|
65,348
|
|
|
$
|
1,144
|
|
|
$
|
1,192
|
|
|
$
|
95,449
|
|
|
$
|
1,812
|
|
|
$
|
1,824
|
|
Total derivatives
|
$
|
75,389
|
|
|
$
|
1,219
|
|
|
$
|
1,301
|
|
|
$
|
101,837
|
|
|
$
|
1,927
|
|
|
$
|
1,825
|
|
(1)
|
Derivatives in a net gain position are recorded as other assets and derivatives in a net loss position are recorded as other liabilities on the consolidated balance sheets.
|
|
Gain or (Loss) Recognized in Income on Derivatives
|
|
Location of Amounts Recognized in Income on Derivatives and Related Hedged Item
|
Gain or (Loss) Recognized in Income on Related Hedged Item
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In millions)
|
|
|
(In millions)
|
||||||||||||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt/CDs
|
$
|
57
|
|
|
$
|
104
|
|
|
$
|
173
|
|
|
Interest expense
|
$
|
8
|
|
|
$
|
12
|
|
|
$
|
15
|
|
Debt/CDs
|
(76
|
)
|
|
(50
|
)
|
|
(74
|
)
|
|
Other non-interest expense
|
66
|
|
|
41
|
|
|
89
|
|
||||||
Securities available for sale
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Securities available for sale
|
33
|
|
|
—
|
|
|
—
|
|
|
Other non-interest expense
|
(33
|
)
|
|
—
|
|
|
—
|
|
||||||
Forward commitments on:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
Other non-interest expense
|
—
|
|
|
—
|
|
|
46
|
|
||||||
Total
|
$
|
8
|
|
|
$
|
54
|
|
|
$
|
53
|
|
|
|
$
|
41
|
|
|
$
|
53
|
|
|
$
|
150
|
|
|
Effective Portion
(3)
|
|||||||||||||||||||||||
|
Gain or (Loss) Recognized in AOCI
(1)
|
|
Location of Amounts Reclassified from AOCI into Income
|
Gain or (Loss) Reclassified from AOCI into Income
(2)
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In millions)
|
|
|
(In millions)
|
||||||||||||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
92
|
|
|
Interest income on loans
|
$
|
101
|
|
|
$
|
82
|
|
|
$
|
183
|
|
Forward starting swaps
|
9
|
|
|
9
|
|
|
2
|
|
|
Interest expense on debt
|
(15
|
)
|
|
(15
|
)
|
|
(11
|
)
|
||||||
Interest rate options
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
Interest income on loans
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Eurodollar futures
|
—
|
|
|
—
|
|
|
1
|
|
|
Interest income on loans
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||
Total
|
$
|
(78
|
)
|
|
$
|
9
|
|
|
$
|
93
|
|
|
|
$
|
86
|
|
|
$
|
67
|
|
|
$
|
174
|
|
Derivatives Not Designated as Hedging Instruments
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Capital markets fee income and other
(1)
:
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
25
|
|
|
$
|
29
|
|
|
$
|
11
|
|
Interest rate options
|
2
|
|
|
(1
|
)
|
|
(3
|
)
|
|||
Interest rate futures and forward commitments
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other contracts
|
14
|
|
|
10
|
|
|
11
|
|
|||
Total capital markets fee income and other
|
42
|
|
|
37
|
|
|
18
|
|
|||
Mortgage income:
|
|
|
|
|
|
||||||
Interest rate swaps
|
(32
|
)
|
|
28
|
|
|
80
|
|
|||
Interest rate options
|
(18
|
)
|
|
7
|
|
|
2
|
|
|||
Interest rate futures and forward commitments
|
(3
|
)
|
|
35
|
|
|
18
|
|
|||
Total mortgage income
|
(53
|
)
|
|
70
|
|
|
100
|
|
|||
|
$
|
(11
|
)
|
|
$
|
107
|
|
|
$
|
118
|
|
|
Offsetting Derivative Assets
|
|
Offsetting Derivative Liabilities
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(In millions)
|
||||||||||||||
Gross amounts subject to offsetting
|
$
|
1,165
|
|
|
$
|
1,900
|
|
|
$
|
1,257
|
|
|
$
|
1,820
|
|
Gross amounts not subject to offsetting
|
54
|
|
|
27
|
|
|
44
|
|
|
5
|
|
||||
Gross amounts recognized
|
1,219
|
|
|
1,927
|
|
|
1,301
|
|
|
1,825
|
|
||||
Gross amounts offset in the consolidated balance sheets
(1)
|
774
|
|
|
1,095
|
|
|
1,233
|
|
|
1,095
|
|
||||
Net amounts presented in the consolidated balance sheets
|
445
|
|
|
832
|
|
|
68
|
|
|
730
|
|
||||
Gross amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Financial instruments
|
10
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
Cash collateral received/posted
(1)
|
—
|
|
|
88
|
|
|
24
|
|
|
678
|
|
||||
Net amounts
|
$
|
435
|
|
|
$
|
733
|
|
|
$
|
44
|
|
|
$
|
52
|
|
(1)
|
Cash collateral totals are for netting counterparties only. In 2013, Regions began netting cash collateral received and posted against the net derivative asset or liability. At
December 31, 2013
, gross amounts of derivative assets and liabilities offset in the consolidated balance sheets presented above include cash collateral received of
$42 million
and cash collateral posted of
$501 million
, respectively. The cash collateral posted does not include the additional collateral posted in the form of an independent amount of
$61 million
. At
December 31, 2012
, cash collateral received and posted was not offset in the consolidated balance sheets. At December 31, 2012, the gross amounts of derivative assets and liabilities not offset in the consolidated balance sheets presented above include cash collateral received of
$55 million
and cash collateral posted of
$827 million
, respectively. The cash collateral posted includes the additional collateral posted in the form of an independent amount of
$185 million
.
|
•
|
Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),
|
•
|
Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and
|
•
|
Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.
|
|
2013
|
|
|
2012
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Estimated Fair Value
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
Estimated Fair Value
|
||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trading account securities
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
Federal agency securities
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
|
|
—
|
|
|
553
|
|
|
—
|
|
|
553
|
|
||||||||
Obligations of states and political subdivisions
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential agency
|
—
|
|
|
15,677
|
|
|
—
|
|
|
15,677
|
|
|
|
—
|
|
|
21,277
|
|
|
—
|
|
|
21,277
|
|
||||||||
Residential non-agency
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||||
Commercial agency
|
—
|
|
|
935
|
|
|
—
|
|
|
935
|
|
|
|
—
|
|
|
725
|
|
|
—
|
|
|
725
|
|
||||||||
Commercial non-agency
|
—
|
|
|
1,211
|
|
|
—
|
|
|
1,211
|
|
|
|
—
|
|
|
1,098
|
|
|
—
|
|
|
1,098
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
2,825
|
|
|
2
|
|
|
2,827
|
|
|
|
—
|
|
|
2,833
|
|
|
2
|
|
|
2,835
|
|
||||||||
Equity securities
(1)
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||||||
Total securities available for sale
|
$
|
193
|
|
|
$
|
20,742
|
|
|
$
|
11
|
|
|
$
|
20,946
|
|
|
|
$
|
177
|
|
|
$
|
26,495
|
|
|
$
|
15
|
|
|
$
|
26,687
|
|
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
429
|
|
|
|
$
|
—
|
|
|
$
|
1,282
|
|
|
$
|
—
|
|
|
$
|
1,282
|
|
Mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
297
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
191
|
|
|
$
|
191
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,153
|
|
|
$
|
—
|
|
|
$
|
1,153
|
|
|
|
$
|
—
|
|
|
$
|
1,861
|
|
|
$
|
—
|
|
|
$
|
1,861
|
|
Interest rate options
|
—
|
|
|
4
|
|
|
5
|
|
|
9
|
|
|
|
—
|
|
|
3
|
|
|
22
|
|
|
25
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||||||
Other contracts
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
1,214
|
|
|
$
|
5
|
|
|
$
|
1,219
|
|
|
|
$
|
—
|
|
|
$
|
1,905
|
|
|
$
|
22
|
|
|
$
|
1,927
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
1,251
|
|
|
|
$
|
—
|
|
|
$
|
1,776
|
|
|
$
|
—
|
|
|
$
|
1,776
|
|
Interest rate options
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
||||||||
Other contracts
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
1,301
|
|
|
$
|
—
|
|
|
$
|
1,301
|
|
|
|
$
|
—
|
|
|
$
|
1,825
|
|
|
$
|
—
|
|
|
$
|
1,825
|
|
Nonrecurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
596
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
51
|
|
Foreclosed property and other real estate
|
—
|
|
|
49
|
|
|
18
|
|
|
67
|
|
|
|
—
|
|
|
41
|
|
|
40
|
|
|
81
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Opening Balance January 1, 2013
|
|
Included
in
Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Closing
Balance
December 31, 2013
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential non-agency MBS
|
$
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
$
|
9
|
|
Corporate and other debt securities
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||
Total securities available for sale
|
$
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
$
|
11
|
|
Mortgage servicing rights
|
$
|
191
|
|
|
22
|
|
(a)
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
297
|
|
Total interest rate options derivatives, net
|
$
|
22
|
|
|
77
|
|
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
$
|
5
|
|
|
Year Ended December 31, 2012
|
|||||||||||||||||||||||||||||||||
|
Opening
Balance
January 1,
2012
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Disposition of Morgan Keegan
|
|
Closing
Balance December 31, 2012 |
|||||||||||||||
|
Included
in Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
||||||||||||||||||||||||||||||
|
(In millions)
|
|
|
|||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Trading account assets: (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Obligations of states and political subdivisions
|
$
|
139
|
|
|
(3
|
)
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
$
|
—
|
|
Commercial agency MBS
|
51
|
|
|
2
|
|
|
—
|
|
|
368
|
|
|
—
|
|
|
—
|
|
|
(317
|
)
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
||
Other securities
|
1
|
|
|
4
|
|
|
—
|
|
|
2,248
|
|
|
—
|
|
|
—
|
|
|
(2,240
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||
Total trading account assets (d)
|
$
|
191
|
|
|
3
|
|
(a)
|
—
|
|
|
2,620
|
|
|
—
|
|
|
—
|
|
|
(2,573
|
)
|
|
—
|
|
|
—
|
|
|
(241
|
)
|
|
$
|
—
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Obligations of states and political subdivisions
|
$
|
20
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Residential non-agency MBS
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||
Commercial non-agency MBS
|
—
|
|
|
—
|
|
|
1
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
||
Corporate and other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
||
Total securities available for sale
|
$
|
36
|
|
|
—
|
|
|
(1
|
)
|
|
104
|
|
|
(16
|
)
|
|
—
|
|
|
(5
|
)
|
|
3
|
|
|
(106
|
)
|
|
—
|
|
|
$
|
15
|
|
Mortgage servicing rights
|
$
|
182
|
|
|
(51
|
)
|
(b)
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
191
|
|
Trading account liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial agency MBS
|
$
|
5
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
$
|
—
|
|
Other securities
|
2
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||
Total trading account liabilities (d)
|
$
|
7
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
$
|
—
|
|
Total interest rate options derivatives, net
|
$
|
13
|
|
|
240
|
|
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
22
|
|
(a)
|
Included in discontinued operations, on a net basis.
|
(b)
|
Included in mortgage income.
|
(c)
|
Income from trading account assets primarily represents gains/(losses) on disposition, which inherently includes commissions on security transactions during the period.
|
(d)
|
All amounts related to trading account assets and trading account liabilities are related to Morgan Keegan (see Note 3 for discussion of the sale of Morgan Keegan).
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Opening
Balance January 1, 2011 |
|
Total Realized /
Unrealized Gains or Losses |
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into Level 3 |
|
Transfers
out of Level 3 |
|
Closing
Balance December 31, 2011 |
||||||||||||||
|
Included
in Earnings |
|
Included
in Other Compre- hensive Income (Loss) |
|
|||||||||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading account assets (d):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
165
|
|
|
(17
|
)
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
$
|
139
|
|
Commercial agency MBS
|
54
|
|
|
8
|
|
|
—
|
|
|
1,352
|
|
|
—
|
|
|
—
|
|
|
(1,364
|
)
|
|
1
|
|
|
—
|
|
|
51
|
|
||
Other securities
|
10
|
|
|
18
|
|
|
—
|
|
|
8,051
|
|
|
—
|
|
|
—
|
|
|
(8,078
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
||
Total trading account assets (e)
|
$
|
229
|
|
|
9
|
|
(a)
|
—
|
|
|
9,459
|
|
|
—
|
|
|
—
|
|
|
(9,507
|
)
|
|
1
|
|
|
—
|
|
|
$
|
191
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations of states and political subdivisions
|
$
|
17
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
$
|
20
|
|
Residential non-agency MBS
|
22
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
16
|
|
||
Total securities available for sale
|
$
|
39
|
|
|
1
|
|
(c)
|
5
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
$
|
36
|
|
Mortgage servicing rights
|
$
|
267
|
|
|
(147
|
)
|
(b)
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
182
|
|
Trading account liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial agency MBS
|
$
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
$
|
5
|
|
Other securities
|
4
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||
Total trading account liabilities (e)
|
$
|
10
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
$
|
7
|
|
Derivatives, net:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest rate options
|
$
|
3
|
|
|
123
|
|
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
$
|
13
|
|
Interest rate futures and forward commitments
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total derivatives, net
|
$
|
8
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
—
|
|
|
$
|
13
|
|
(a)
|
Included in discontinued operations, on a net basis.
|
(b)
|
Included in mortgage income.
|
(c)
|
Included in other non-interest income.
|
(d)
|
Income from trading account assets primarily gains/(losses) on disposition, which inherently includes commissions on security transactions during the period.
|
(e)
|
All amounts related to trading account assets and trading account liabilities are related to Morgan Keegan (see Note 3 for discussion of the sale of Morgan Keegan).
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
|||||||
Loans held for sale
|
|
$
|
(248
|
)
|
|
$
|
(174
|
)
|
Foreclosed property and other real estate
|
|
(35
|
)
|
|
(66
|
)
|
|
December 31, 2013
|
||||||
|
Level 3
Estimated Fair Value at
December 31, 2013
|
|
Valuation
Technique
|
|
Unobservable
Input(s)
|
|
Quantitative Range of
Unobservable Inputs and
(Weighted-Average)
|
|
(Dollars in millions)
|
||||||
Recurring fair value measurements:
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
Residential non-agency MBS
|
$9
|
|
Discounted cash flow
|
|
Spread to LIBOR
|
|
5.4% - 49.9% (14.9%)
|
|
|
|
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
8.6% - 13.1% (10.0%)
|
|
|
|
|
|
Probability of default
|
|
1.3%
|
|
|
|
|
|
Loss severity
|
|
38.4%
|
Corporate and other debt securities
|
$2
|
|
Market comparable
|
|
Evaluated quote on same issuer/comparable bond
|
|
99.0% - 100.0% (99.6%)
|
|
|
|
|
|
Comparability adjustments
|
|
0.96%
|
Mortgage servicing rights
(a)
|
$297
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
6.9% - 24.8% (8.2%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
7.0% - 23.6% (9.0%)
|
Derivative assets:
|
|
|
|
|
|
|
|
Interest rate options
|
$5
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
6.9% - 24.8% (8.2%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
7.0% - 23.6% (9.0%)
|
|
|
|
|
|
Pull-through
|
|
10.8% - 99.7% (32.2%)
|
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
Loans held for sale
|
$61
|
|
Commercial loans held for sale are valued based on multiple data points, including discount to appraised value of collateral based on recent market activity for sales of similar loans
|
|
Appraisal comparability adjustment (discount)
|
|
1.0% - 99.0% (30.6%)
|
|
$535
|
|
Residential first mortgage loans held for sale not carried at fair value on a recurring basis are valued based on estimated third-party valuations utilizing recent sales data for similar transactions
|
|
Estimated third-party valuations utilizing available sales data for similar transactions (discount to par)
|
|
17.0% - 26.0% (23.5%)
|
Foreclosed property and other real estate
|
$18
|
|
Discount to appraised value of property based on recent market activity for sales of similar properties
|
|
Appraisal comparability adjustment (discount)
|
|
30.0% - 100.0% (32.8%)
|
|
December 31, 2012
|
||||||
|
Level 3
Estimated Fair Value at
December 31, 2012
|
|
Valuation
Technique
|
|
Unobservable
Input(s)
|
|
Quantitative Range of
Unobservable Inputs and
(Weighted-Average)
|
|
(Dollars in millions)
|
||||||
Recurring fair value measurements:
|
|
|
|
|
|
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
Residential non-agency MBS
|
$13
|
|
Discounted cash flow
|
|
Spread to LIBOR
|
|
5.4% - 69.9% (16.9%)
|
|
|
|
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
7.6% - 30.3% (12.2%)
|
|
|
|
|
|
Probability of default
|
|
0.2% - 1.2% (1.0%)
|
|
|
|
|
|
Loss severity
|
|
39.3% - 100.0% (48.1%)
|
Corporate and other debt securities
|
$2
|
|
Market comparable
|
|
Evaluated quote on same issuer/comparable bond
|
|
99.1% - 100.0% (99.6%)
|
|
|
|
|
|
Comparability adjustments
|
|
1.0%
|
Mortgage servicing rights
(a)
|
$191
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
4.7% - 25.9% (17.6%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
1.0% - 23.6% (7.5%)
|
Derivative assets:
|
|
|
|
|
|
|
|
Interest rate options
|
$22
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
4.7% - 25.9% (17.6%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
1.0% - 23.6% (7.5%)
|
|
|
|
|
|
Pull-through
|
|
55.7% - 98.8% (76.9%)
|
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
Loans held for sale
|
$51
|
|
Commercial loans held for sale utilize multiple data points, including discount to appraised value of collateral based on recent market activity for sales of similar loans
|
|
Appraisal comparability adjustment (discount)
|
|
8.0% - 94.0% (46.3%)
|
Foreclosed property and other real estate
|
$40
|
|
Discount to appraised value of property based on recent market activity for sales of similar properties
|
|
Appraisal comparability adjustment (discount)
|
|
35.0% - 100.0% (36.2%)
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
|
Aggregate
Fair Value
|
|
Aggregate
Unpaid
Principal
|
|
Aggregate Fair
Value Less
Aggregate
Unpaid
Principal
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Mortgage loans held for sale, at fair value
|
$
|
429
|
|
|
$
|
424
|
|
|
$
|
5
|
|
|
$
|
1,282
|
|
|
$
|
1,235
|
|
|
$
|
47
|
|
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Net gains (losses) resulting from changes in fair value
|
|
$
|
(42
|
)
|
|
$
|
18
|
|
|
2013
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value
(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,273
|
|
|
$
|
5,273
|
|
|
$
|
5,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading account securities
|
111
|
|
|
111
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|||||
Securities held to maturity
|
2,353
|
|
|
2,307
|
|
|
1
|
|
|
2,306
|
|
|
—
|
|
|||||
Securities available for sale
|
21,485
|
|
|
21,485
|
|
|
193
|
|
|
21,281
|
|
|
11
|
|
|||||
Loans held for sale
|
1,055
|
|
|
1,055
|
|
|
—
|
|
|
429
|
|
|
626
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses
(2)(3)
|
71,594
|
|
|
66,167
|
|
|
—
|
|
|
—
|
|
|
66,167
|
|
|||||
Other interest-earning assets
|
86
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|||||
Derivative assets
|
1,219
|
|
|
1,219
|
|
|
—
|
|
|
1,214
|
|
|
5
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
1,301
|
|
|
1,301
|
|
|
—
|
|
|
1,301
|
|
|
—
|
|
|||||
Deposits
|
92,453
|
|
|
92,460
|
|
|
—
|
|
|
92,460
|
|
|
—
|
|
|||||
Short-term borrowings
|
2,182
|
|
|
2,182
|
|
|
—
|
|
|
2,182
|
|
|
—
|
|
|||||
Long-term borrowings
|
4,830
|
|
|
5,085
|
|
|
—
|
|
|
—
|
|
|
5,085
|
|
|||||
Loan commitments and letters of credit
|
117
|
|
|
621
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|||||
Indemnification obligation
|
260
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
(1)
|
Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for interest rates, market liquidity and credit spreads as appropriate.
|
(2)
|
The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. In the current whole loan market, financial investors are generally requiring a higher rate of return than the return inherent in loans if held to maturity. The fair value discount at
December 31, 2013
was
$5.4 billion
or
7.6 percent
.
|
(3)
|
Excluded from this table is the lease carrying amount of
$1.7 billion
at
December 31, 2013
.
|
|
2012
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value
(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,489
|
|
|
$
|
5,489
|
|
|
$
|
5,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading account securities
|
116
|
|
|
116
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|||||
Securities held to maturity
|
10
|
|
|
11
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|||||
Securities available for sale
|
27,244
|
|
|
27,244
|
|
|
177
|
|
|
27,052
|
|
|
15
|
|
|||||
Loans held for sale
|
1,383
|
|
|
1,383
|
|
|
—
|
|
|
1,282
|
|
|
101
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses
(2)(3)
|
70,574
|
|
|
63,961
|
|
|
—
|
|
|
—
|
|
|
63,961
|
|
|||||
Other interest-earning assets
|
900
|
|
|
900
|
|
|
—
|
|
|
900
|
|
|
—
|
|
|||||
Derivative assets
|
1,915
|
|
|
1,915
|
|
|
—
|
|
|
1,893
|
|
|
22
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
1,825
|
|
|
1,825
|
|
|
—
|
|
|
1,825
|
|
|
—
|
|
|||||
Deposits
|
95,474
|
|
|
95,528
|
|
|
—
|
|
|
95,528
|
|
|
—
|
|
|||||
Short-term borrowings
|
1,574
|
|
|
1,574
|
|
|
—
|
|
|
1,574
|
|
|
—
|
|
|||||
Long-term borrowings
|
5,861
|
|
|
6,138
|
|
|
1,037
|
|
|
—
|
|
|
5,101
|
|
|||||
Loan commitments and letters of credit
|
121
|
|
|
667
|
|
|
—
|
|
|
—
|
|
|
667
|
|
|||||
Indemnification obligation
|
345
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
329
|
|
(1)
|
Estimated fair values are consistent with an exit price concept. The assumptions used to estimate the fair values are intended to approximate those that a market participant would use in a hypothetical orderly transaction. In estimating fair value, the Company makes adjustments for interest rates, market liquidity and credit spreads as appropriate.
|
(2)
|
The estimated fair value of portfolio loans assumes sale of the loans to a third-party financial investor. Accordingly, the value to the Company if the loans were held to maturity is not reflected in the fair value estimate. In the current whole loan market, financial investors are generally requiring a higher rate of return than the return inherent in loans if held to maturity. The fair value discount at
December 31, 2012
was $
6.6
billion or
9.4 percent
.
|
(3)
|
Excluded from this table is the lease carrying amount of $
1.5 billion
at
December 31, 2012
.
|
•
|
Net interest income is presented based upon a funds transfer pricing (“FTP”) approach, for which market-based funding charges/credits are assigned within the segments. By allocating a cost or a credit to each product based on the FTP framework, management is able to more effectively measure the net interest margin contribution of its assets/liabilities by segment. The summation of the interest income/expense and FTP charges/credits for each segment is its designated net interest income. The variance between the Company’s cumulative FTP charges and cumulative FTP credits is offset in Other.
|
•
|
Provision for loan losses is allocated to each segment based on actual net charge-offs that have been recognized by the segment. The difference between the consolidated provision for loan losses and the segments’ net charge-offs is reflected in Other.
|
•
|
Income tax expense (benefit) is calculated for Business Services, Consumer Services and Wealth Management based on a consistent federal and state statutory rate. Discontinued Operations reflects the actual income tax expense (benefit) of its results. Any difference between the Company’s consolidated income tax expense (benefit) and the segments’ calculated amounts is reflected in Other.
|
•
|
Management reporting allocations of certain expenses are made in order to analyze the financial performance of the segments. These allocations consist of operational and overhead cost pools and are intended to represent the total costs to support a segment.
|
|
|
2013
|
||||||||||||||||||||||||||
|
|
Business
Services
|
|
Consumer
Services
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
|
$
|
1,867
|
|
|
$
|
1,840
|
|
|
$
|
176
|
|
|
$
|
(621
|
)
|
|
$
|
3,262
|
|
|
$
|
—
|
|
|
$
|
3,262
|
|
Provision (credit) for loan losses
|
|
265
|
|
|
430
|
|
|
21
|
|
|
(578
|
)
|
|
138
|
|
|
—
|
|
|
138
|
|
|||||||
Non-interest income
|
|
521
|
|
|
1,081
|
|
|
378
|
|
|
39
|
|
|
2,019
|
|
|
—
|
|
|
2,019
|
|
|||||||
Non-interest expense
|
|
986
|
|
|
1,933
|
|
|
444
|
|
|
193
|
|
|
3,556
|
|
|
24
|
|
|
3,580
|
|
|||||||
Income (loss) before income taxes
|
|
1,137
|
|
|
558
|
|
|
89
|
|
|
(197
|
)
|
|
1,587
|
|
|
(24
|
)
|
|
1,563
|
|
|||||||
Income tax expense (benefit)
|
|
432
|
|
|
212
|
|
|
34
|
|
|
(226
|
)
|
|
452
|
|
|
(11
|
)
|
|
441
|
|
|||||||
Net income (loss)
|
|
$
|
705
|
|
|
$
|
346
|
|
|
$
|
55
|
|
|
$
|
29
|
|
|
$
|
1,135
|
|
|
$
|
(13
|
)
|
|
$
|
1,122
|
|
Average assets
|
|
$
|
50,020
|
|
|
$
|
29,004
|
|
|
$
|
3,024
|
|
|
$
|
35,757
|
|
|
$
|
117,805
|
|
|
$
|
—
|
|
|
$
|
117,805
|
|
|
|
2012
|
||||||||||||||||||||||||||
|
|
Business
Services
|
|
Consumer
Services
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
|
$
|
2,008
|
|
|
$
|
1,850
|
|
|
$
|
191
|
|
|
$
|
(749
|
)
|
|
$
|
3,300
|
|
|
$
|
7
|
|
|
$
|
3,307
|
|
Provision (credit) for loan losses
|
|
557
|
|
|
454
|
|
|
29
|
|
|
(827
|
)
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||||
Non-interest income
|
|
478
|
|
|
1,217
|
|
|
338
|
|
|
67
|
|
|
2,100
|
|
|
264
|
|
|
2,364
|
|
|||||||
Non-interest expense
|
|
918
|
|
|
1,999
|
|
|
424
|
|
|
185
|
|
|
3,526
|
|
|
370
|
|
|
3,896
|
|
|||||||
Income (loss) before income taxes
|
|
1,011
|
|
|
614
|
|
|
76
|
|
|
(40
|
)
|
|
1,661
|
|
|
(99
|
)
|
|
1,562
|
|
|||||||
Income tax expense (benefit)
|
|
384
|
|
|
233
|
|
|
29
|
|
|
(164
|
)
|
|
482
|
|
|
(40
|
)
|
|
442
|
|
|||||||
Net income (loss)
|
|
$
|
627
|
|
|
$
|
381
|
|
|
$
|
47
|
|
|
$
|
124
|
|
|
$
|
1,179
|
|
|
$
|
(59
|
)
|
|
$
|
1,120
|
|
Average assets
|
|
$
|
48,799
|
|
|
$
|
29,712
|
|
|
$
|
3,394
|
|
|
$
|
40,277
|
|
|
$
|
122,182
|
|
|
$
|
713
|
|
|
$
|
122,895
|
|
|
|
2011
|
||||||||||||||||||||||||||
|
|
Business
Services
|
|
Consumer
Services
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
|
$
|
1,976
|
|
|
$
|
1,791
|
|
|
$
|
234
|
|
|
$
|
(591
|
)
|
|
$
|
3,410
|
|
|
$
|
31
|
|
|
$
|
3,441
|
|
Provision (credit) for loan losses
|
|
1,325
|
|
|
567
|
|
|
77
|
|
|
(439
|
)
|
|
1,530
|
|
|
—
|
|
|
1,530
|
|
|||||||
Non-interest income
|
|
519
|
|
|
1,209
|
|
|
345
|
|
|
70
|
|
|
2,143
|
|
|
995
|
|
|
3,138
|
|
|||||||
Non-interest expense
|
|
1,110
|
|
|
1,963
|
|
|
418
|
|
|
118
|
|
|
3,609
|
|
|
942
|
|
|
4,551
|
|
|||||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
|
492
|
|
|
745
|
|
|||||||
Income (loss) before income taxes
|
|
60
|
|
|
470
|
|
|
(169
|
)
|
|
(200
|
)
|
|
161
|
|
|
(408
|
)
|
|
(247
|
)
|
|||||||
Income tax expense (benefit)
|
|
23
|
|
|
179
|
|
|
32
|
|
|
(262
|
)
|
|
(28
|
)
|
|
(4
|
)
|
|
(32
|
)
|
|||||||
Net income (loss)
|
|
$
|
37
|
|
|
$
|
291
|
|
|
$
|
(201
|
)
|
|
$
|
62
|
|
|
$
|
189
|
|
|
$
|
(404
|
)
|
|
$
|
(215
|
)
|
Average assets
|
|
$
|
51,058
|
|
|
$
|
30,255
|
|
|
$
|
4,310
|
|
|
$
|
41,096
|
|
|
$
|
126,719
|
|
|
$
|
3,254
|
|
|
$
|
129,973
|
|
|
2013
|
|
2012
|
||||
|
(In millions)
|
||||||
Unused commitments to extend credit
|
$
|
41,885
|
|
|
$
|
38,160
|
|
Standby letters of credit
|
1,629
|
|
|
1,872
|
|
||
Commercial letters of credit
|
36
|
|
|
27
|
|
||
Liabilities associated with standby letters of credit
|
37
|
|
|
37
|
|
||
Assets associated with standby letters of credit
|
38
|
|
|
37
|
|
||
Reserve for unfunded credit commitments
|
78
|
|
|
83
|
|
|
Premises
|
|
Equipment
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2014
|
$
|
106
|
|
|
$
|
34
|
|
|
$
|
140
|
|
2015
|
102
|
|
|
28
|
|
|
130
|
|
|||
2016
|
96
|
|
|
15
|
|
|
111
|
|
|||
2017
|
84
|
|
|
7
|
|
|
91
|
|
|||
2018
|
72
|
|
|
2
|
|
|
74
|
|
|||
Thereafter
|
363
|
|
|
1
|
|
|
364
|
|
|||
|
$
|
823
|
|
|
$
|
87
|
|
|
$
|
910
|
|
|
|
December 31
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(In millions)
|
||||||
Assets
|
|
|
|
|
||||
Interest-bearing deposits in other banks
|
|
$
|
1,222
|
|
|
$
|
857
|
|
Loans to subsidiaries
|
|
11
|
|
|
1
|
|
||
Securities available for sale
|
|
20
|
|
|
29
|
|
||
Premises and equipment, net
|
|
22
|
|
|
23
|
|
||
Investments in subsidiaries:
|
|
|
|
|
||||
Banks
|
|
16,356
|
|
|
16,955
|
|
||
Non-banks
|
|
265
|
|
|
246
|
|
||
|
|
16,621
|
|
|
17,201
|
|
||
Other assets
|
|
340
|
|
|
484
|
|
||
Total assets
|
|
$
|
18,236
|
|
|
$
|
18,595
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Short-term borrowings
|
|
$
|
—
|
|
|
$
|
70
|
|
Long-term borrowings
|
|
2,161
|
|
|
2,567
|
|
||
Other liabilities
|
|
307
|
|
|
459
|
|
||
Total liabilities
|
|
2,468
|
|
|
3,096
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock
|
|
450
|
|
|
482
|
|
||
Common stock
|
|
14
|
|
|
15
|
|
||
Additional paid-in capital
|
|
19,216
|
|
|
19,652
|
|
||
Retained earnings (deficit)
|
|
(2,216
|
)
|
|
(3,338
|
)
|
||
Treasury stock, at cost
|
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
|
(319
|
)
|
|
65
|
|
||
Total stockholders’ equity
|
|
15,768
|
|
|
15,499
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
18,236
|
|
|
$
|
18,595
|
|
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Income:
|
|
|
|
|
|
|
||||||
Dividends received from subsidiaries
|
|
$
|
1,520
|
|
|
$
|
950
|
|
|
$
|
—
|
|
Service fees from subsidiaries
|
|
160
|
|
|
141
|
|
|
129
|
|
|||
Interest from subsidiaries
|
|
3
|
|
|
4
|
|
|
10
|
|
|||
Other
|
|
1
|
|
|
2
|
|
|
(5
|
)
|
|||
|
|
1,684
|
|
|
1,097
|
|
|
134
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
180
|
|
|
154
|
|
|
133
|
|
|||
Interest
|
|
104
|
|
|
165
|
|
|
173
|
|
|||
Net occupancy expense
|
|
10
|
|
|
10
|
|
|
9
|
|
|||
Furniture and equipment expense
|
|
2
|
|
|
3
|
|
|
5
|
|
|||
Professional and legal fees
|
|
21
|
|
|
17
|
|
|
20
|
|
|||
Other
|
|
143
|
|
|
85
|
|
|
64
|
|
|||
|
|
460
|
|
|
434
|
|
|
404
|
|
|||
Income (loss) before income taxes and equity in undistributed earnings (loss) of subsidiaries
|
|
1,224
|
|
|
663
|
|
|
(270
|
)
|
|||
Income tax benefit
|
|
(117
|
)
|
|
(122
|
)
|
|
(121
|
)
|
|||
Income (loss) from continuing operations
|
|
1,341
|
|
|
785
|
|
|
(149
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
|
(24
|
)
|
|
(114
|
)
|
|
(6
|
)
|
|||
Income tax benefit
|
|
(11
|
)
|
|
(38
|
)
|
|
—
|
|
|||
Loss from discontinued operations, net of tax
|
|
(13
|
)
|
|
(76
|
)
|
|
(6
|
)
|
|||
Income (loss) before equity in undistributed earnings (loss) of subsidiaries and preferred dividends
|
|
1,328
|
|
|
709
|
|
|
(155
|
)
|
|||
Equity in undistributed earnings (loss) of subsidiaries:
|
|
|
|
|
|
|
||||||
Banks
|
|
(221
|
)
|
|
387
|
|
|
317
|
|
|||
Non-banks
|
|
15
|
|
|
24
|
|
|
(377
|
)
|
|||
|
|
(206
|
)
|
|
411
|
|
|
(60
|
)
|
|||
Net income (loss)
|
|
1,122
|
|
|
1,120
|
|
|
(215
|
)
|
|||
Preferred stock dividends and accretion
|
|
(32
|
)
|
|
(129
|
)
|
|
(214
|
)
|
|||
Net income (loss) available to common shareholders
|
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
|
|
Year Ended December 31
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
Adjustments to reconcile net cash from operating activities:
|
|
|
|
|
|
|
||||||
Equity in undistributed (earnings) loss of subsidiaries
|
|
206
|
|
|
(411
|
)
|
|
60
|
|
|||
Depreciation, amortization and accretion, net
|
|
1
|
|
|
5
|
|
|
7
|
|
|||
Loss on sale of premises and equipment
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Loss on early extinguishment of debt
|
|
32
|
|
|
11
|
|
|
—
|
|
|||
Gain on disposition of business
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Trading account securities
|
|
—
|
|
|
20
|
|
|
6
|
|
|||
Other assets
|
|
122
|
|
|
(90
|
)
|
|
(26
|
)
|
|||
Other liabilities
|
|
(152
|
)
|
|
242
|
|
|
79
|
|
|||
Other
|
|
(21
|
)
|
|
138
|
|
|
(3
|
)
|
|||
Net cash from operating activities
|
|
1,310
|
|
|
1,016
|
|
|
(76
|
)
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
|
(6
|
)
|
|
2
|
|
|
(110
|
)
|
|||
Principal (advances) payments on loans to subsidiaries
|
|
(10
|
)
|
|
—
|
|
|
35
|
|
|||
Net sales of premises and equipment
|
|
—
|
|
|
—
|
|
|
21
|
|
|||
Proceeds from sales and maturities of securities available for sale
|
|
4
|
|
|
15
|
|
|
34
|
|
|||
Purchases of securities available for sale
|
|
(5
|
)
|
|
(14
|
)
|
|
(28
|
)
|
|||
Proceeds from disposition of business, net of cash transferred
|
|
—
|
|
|
855
|
|
|
—
|
|
|||
Net cash from investing activities
|
|
(17
|
)
|
|
858
|
|
|
(48
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
|
(70
|
)
|
|
70
|
|
|
—
|
|
|||
Proceeds from long-term borrowings
|
|
750
|
|
|
—
|
|
|
—
|
|
|||
Payments on long-term borrowings
|
|
(1,098
|
)
|
|
(1,298
|
)
|
|
(1,001
|
)
|
|||
Net proceeds from issuance of Series A preferred stock
|
|
—
|
|
|
486
|
|
|
—
|
|
|||
Net proceeds from issuance of common stock
|
|
—
|
|
|
875
|
|
|
—
|
|
|||
Repurchase of common stock
|
|
(340
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of Series A preferred stock and warrant issued to the U.S. Treasury
|
|
—
|
|
|
(3,545
|
)
|
|
—
|
|
|||
Cash dividends on common stock
|
|
(138
|
)
|
|
(54
|
)
|
|
(51
|
)
|
|||
Cash dividends on preferred stock
|
|
(32
|
)
|
|
(48
|
)
|
|
(175
|
)
|
|||
Net cash from financing activities
|
|
(928
|
)
|
|
(3,514
|
)
|
|
(1,227
|
)
|
|||
Net change in cash and cash equivalents
|
|
365
|
|
|
(1,640
|
)
|
|
(1,351
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
857
|
|
|
2,497
|
|
|
3,848
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
1,222
|
|
|
$
|
857
|
|
|
$
|
2,497
|
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
O. B. Grayson Hall, Jr.
|
|
56
|
|
Chairman, President and Chief Executive Officer of registrant and Regions Bank. Director of registrant and Regions Bank. Previously President and Chief Executive Officer; President and Chief Operating Officer; and Vice Chairman and Head of General Banking Group.
|
|
1993
|
David B. Edmonds
|
|
60
|
|
Senior Executive Vice President and Chief Administrative Officer of registrant and Regions Bank. Previously Head of Human Resources Group.
|
|
1994
|
David J. Turner, Jr.
|
|
50
|
|
Senior Executive Vice President and Chief Financial Officer of registrant and Regions Bank. Previously Director of Internal Audit Division.
|
|
2010
|
Fournier J. “Boots” Gale, III
|
|
69
|
|
Senior Executive Vice President, General Counsel and Corporate Secretary of registrant and Regions Bank. Previously a founding partner of Maynard Cooper & Gale PC in Birmingham, Alabama.
|
|
2011
|
C. Matthew Lusco
|
|
56
|
|
Senior Executive Vice President and Chief Risk Officer of registrant and Regions Bank. Previously managing partner of KPMG LLP’s offices in Birmingham, Alabama and Memphis, Tennessee.
|
|
2011
|
John B. Owen
|
|
52
|
|
Senior Executive Vice President and Head of Business Groups of registrant and Regions Bank. Director and Chairman, Regions Insurance Group, Inc. Previously Head of Consumer Services Group; and Head of Operations and Technology Group. Prior to joining Regions, served as Chief Executive Officer for Assurant Specialty Property.
|
|
2009
|
John C. Asbury
|
|
48
|
|
Senior Executive Vice President and Head of Business Services Group of registrant and Regions Bank. Director, Regions Equipment Finance Corporation; Manager, RFC Financial Services Holding LLC and Regions Securities LLC. Prior to joining Regions, held senior management positions at Bank of America.
|
|
2010
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
Brett D. Couch
|
|
50
|
|
Senior Executive Vice President and East Region President of Regions Bank. Director, Regions Investment Services, Inc. Previously Florida Region President; Mississippi President; and West Florida Area Executive.
|
|
2010
|
Barb Godin
|
|
60
|
|
Senior Executive Vice President and Chief Credit Officer of registrant and Regions Bank. Previously served in senior management roles in credit and risk management.
|
|
2010
|
C. Keith Herron
|
|
49
|
|
Senior Executive Vice President and Head of Strategic Planning and Execution of registrant and Regions Bank. Director, Regions Investment Services, Inc. Previously Midsouth Region President; Middle Tennessee Area Executive; East Tennessee Area Executive; North Alabama Area Executive; and Head of Credit Review.
|
|
2010
|
Ellen S. Jones
|
|
55
|
|
Senior Executive Vice President and Chief Financial Officer for Business Operations and Support of registrant and Regions Bank. Director, Regions Insurance Group, Inc., Manager, RFC Financial Services Holding LLC and Regions Securities LLC. Prior to joining Regions, held senior finance leadership positions at Bank of America.
|
|
2010
|
David R. Keenan
|
|
46
|
|
Senior Executive Vice President and Director of Human Resources of registrant and Regions Bank. Previously served in senior management roles in Human Resources.
|
|
2010
|
Scott M. Peters
|
|
52
|
|
Senior Executive Vice President and Head of Consumer Services Group of registrant and Regions Bank. Previously Chief Marketing Officer.
|
|
2010
|
William D. Ritter
|
|
43
|
|
Senior Executive Vice President and Head of Wealth Management Group of registrant and Regions Bank. Director, Regions Insurance Group, Inc. Previously Central Region President; and North Central Alabama Area Executive.
|
|
2010
|
Cynthia M. Rogers
|
|
57
|
|
Senior Executive Vice President and Head of Operations and Technology Group of registrant and Regions Bank. Director, Regions Insurance Group, Inc. Previously Head of Bank Operations.
|
|
2010
|
Ronald G. Smith
|
|
53
|
|
Senior Executive Vice President and Mid-America Region President of Regions Bank. Director, Regions Insurance Group, Inc. Previously Southwest Region President; and Mississippi/North Louisiana Area President.
|
|
2010
|
John M. Turner, Jr.
|
|
52
|
|
Senior Executive Vice President and South Region President of Regions Bank. Previously Central Region President. Prior to joining Regions, served as President of Whitney National Bank and Whitney Holding Corporation.
|
|
2011
|
*
|
The years indicated are those in which the individual was first deemed to be an executive officer of registrant, including its predecessor companies.
|
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (a)
|
|
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in First Column)
|
|
|
||||
Equity Compensation Plans Approved by Stockholders
|
|
10,687,231
|
|
|
|
|
$
|
12.57
|
|
|
52,784,895
|
|
|
(b)
|
Equity Compensation Plans Not Approved by Stockholders
|
|
21,440,004
|
|
|
(c)
|
|
$
|
27.91
|
|
|
—
|
|
|
|
Total
|
|
32,127,235
|
|
|
|
|
$
|
22.81
|
|
|
52,784,895
|
|
|
|
(a)
|
Does not include outstanding restricted stock awards.
|
(b)
|
Consists of shares available for future issuance under the Regions Financial Corporation 2010 Long Term Incentive Plan. In 2010, all prior long-term incentive plans were closed to new grants.
|
(c)
|
Consists of outstanding stock options issued under plans assumed in connection with the Regions-AmSouth merger, which were previously approved by AmSouth stockholders but not pre-merger Regions stockholders. In each instance, the number of shares subject to option and the exercise price of outstanding options have been adjusted to reflect the applicable exchange ratio. See Note 16 “Share Based Payments” to the consolidated financial statements included in Regions’ Annual Report on Form 10-K for the year ended
December 31, 2013
. Does not include 102,323 shares issuable pursuant to outstanding rights under AmSouth deferred compensation plans assumed by Regions.
|
|
|
Reports of Independent Registered Public Accounting Firm;
|
|
Consolidated Balance Sheets—December 31, 2013 and 2012;
|
|
Consolidated Statements of Operations—Years ended December 31, 2013, 2012 and 2011;
|
|
Consolidated Statements of Comprehensive Income (Loss)—Years ended December 31, 2013, 2012 and 2011;
|
|
Consolidated Statements of Changes in Stockholders’ Equity—Years ended December 31, 2013, 2012 and 2011; and
|
|
Consolidated Statements of Cash Flows—Years ended December 31, 2013, 2012 and 2011.
|
|
Notes to Consolidated Financial Statements
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation incorporated by reference to Exhibit 3.1 to Form 10-Q Quarterly Report filed by registrant on August 6, 2012.
|
|
|
3.2
|
Certificate of Designations incorporated by reference to Exhibit 3.3 to Form 8-A filed by registrant on November 1, 2012.
|
|
|
3.3
|
Bylaws as restated, incorporated by reference to Exhibit 3.2 to Form 8-K Current Report filed by registrant on May 14, 2010.
|
|
|
4.1
|
Instruments defining the rights of security holders, including indentures. The registrant hereby agrees to furnish to the Commission upon request copies of instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries; no issuance of debt exceeds 10 percent of the assets of the registrant and its subsidiaries on a consolidated basis.
|
|
|
4.2
|
Deposit Agreement, dated as of November 1, 2012, by and among Regions Financial Corporation, Computershare Trust Company, N.A., as depositary, Computershare Inc., and the holders from time to time of the depositary receipts described therein, incorporated by reference to Exhibit 4.1 to Form 8-A filed by registrant on November 1, 2012.
|
|
|
4.3
|
Form of depositary receipt representing the Depositary Shares incorporated by reference to Exhibit 4.2 to Form 8-A filed by registrant on November 1, 2012.
|
|
|
4.4
|
Form of Stock Certificate representing the Preferred Stock, incorporated by reference to Exhibit 4.3 to Form 8-A filed by registrant on November 1, 2012.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.1*
|
Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Appendix B to Regions Financial Corporation’s Proxy Statement dated April 1, 2010, for the Regions Annual Meeting of Shareholders held May 13, 2010.
|
|
|
10.2*
|
Amendment, effective August 31, 2010, to Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on November 3, 2010.
|
|
|
10.3*
|
Form of director restricted stock award agreement and grant notice under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on August 4, 2010.
|
|
|
10.4*
|
Form of director restricted stock award agreement and grant notice under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to exhibit 10.9 to Form 10-Q Quarterly Report filed by registrant on August 4, 2011.
|
|
|
10.5*
|
Form of employee restricted stock award agreement and grant notice under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August 4, 2010.
|
|
|
10.6*
|
Form of stock option grant agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-K Annual Report filed by registrant on February 24, 2011.
|
|
|
10.7*
|
Form of 2009-2010 Annual Salary Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K Current Report filed by registrant on December 11, 2009, File No. 000-50831.
|
|
|
10.8*
|
Form of 2011 Annual Salary Stock Unit Award Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K Current Report filed by registrant on February 25, 2011.
|
|
|
10.9*
|
Form of TARP Restricted Stock Award Agreement, incorporated by reference to Exhibit 10.2 to Form 8-K Current Report filed by registrant on February 25, 2011.
|
|
|
10.10*
|
Form of 2012 Annual Salary Stock Unit Award Agreement, incorporated by reference to Exhibit 10.10 to Form 10-K Annual Report filed by registrant on February 24, 2012.
|
|
|
10.11*
|
Form of Notice and Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2 to Form 8-K Current Report filed by registrant on May 25, 2012.
|
|
|
10.12*
|
Form of Notice and Form of Performance Stock Unit Award Agreement, incorporated by reference to Exhibit 10.3 to Form 8-K Current Report filed by registrant on May 25, 2012.
|
|
|
10.13*
|
Form of Notice and Form of Performance Unit Award Agreement, incorporated by reference to Exhibit 10.4 to Form 8-K Current Report filed by registrant on May 25, 2012.
|
|
|
10.14*
|
Form of Notice and Form of Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on May 8, 2013.
|
|
|
10.15*
|
Form of Notice and Form of Performance Stock Unit Award Agreement, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on May 8, 2013.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.16*
|
Form of Notice and Form of Performance Unit Award Agreement, incorporated by reference to Exhibit 10.4 to Form 10-Q Quarterly Report filed by registrant on May 8, 2013.
|
|
|
10.17*
|
AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan, incorporated by reference to Appendix C to AmSouth Bancorporation’s Proxy Statement dated March 10, 2006, for the AmSouth Annual Meeting of Shareholders held April 20, 2006, File No. 1-7476.
|
|
|
10.18*
|
Form of stock option grant agreement under AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan, incorporated by reference to Exhibit 99.3 to Form 8-K Current Report filed by registrant on April 30, 2007, File No. 000-50831.
|
|
|
10.19*
|
Form of performance-based stock option grant agreement and award notice under AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q Quarterly Report filed by registrant on May 11, 2009, File No. 000-50831.
|
|
|
10.20*
|
Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 99.1 to Form 8-K Current Report filed by registrant on May 23, 2006, File No. 000-50831.
|
|
|
10.21*
|
Amendment to Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-Q Quarterly Report filed by registrant on May 7, 2008, File No. 000-50831.
|
|
|
10.22*
|
Form of stock option grant agreement under Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 99.1 to Form 8-K Current Report filed by registrant on April 30, 2007, File No. 000-50831.
|
|
|
10.23*
|
Form of performance-based stock option grant agreement and award notice under Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on May 11, 2009, File No. 000-50831.
|
|
|
10.24*
|
Form of performance-based restricted stock agreement and award notice under AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan and Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-Q Quarterly Report filed by registrant on May 11, 2009, File No. 000-50831.
|
|
|
10.25*
|
Form of performance-based restricted stock agreement and award notice applicable to the non-employee members of the Board of Directors under the Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K Current Report filed by registrant on April 22, 2009, File No. 000-50831.
|
|
|
10.26*
|
Form of director stock option grant agreement under Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.45 to Form 10-K Annual Report filed by registrant on February 27, 2008, File No. 000-50831.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.27*
|
Form of 2009 LTI cash award agreement under the Regions Financial Corporation 2006 Long Term Incentive Plan, incorporated by reference to Exhibit 10.19 to Form 10-K Annual Report filed by registrant on February 24, 2011.
|
|
|
10.28*
|
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, as amended, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by AmSouth Bancorporation on November 9, 2004, File No. 1-7476.
|
|
|
10.29*
|
Amendment Number 1 to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by AmSouth Bancorporation on May 9, 2006, File No. 1-7476.
|
|
|
10.30*
|
Form of stock option grant agreement under AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, incorporated by reference as Exhibit 10.2 to Form 8-K Current Report filed by AmSouth Bancorporation on February 11, 2005, File No. 1-7476.
|
|
|
10.31*
|
AmSouth Bancorporation Amended and Restated Stock Option Plan for Outside Directors, incorporated by reference to Appendix E to AmSouth Bancorporation’s Proxy Statement dated March 10, 2004, for the Annual Meeting of Shareholders held April 15, 2004, File No. 1-7476.
|
|
|
10.32*
|
Form of stock option grant agreement under AmSouth Bancorporation Amended and Restated Stock Option Plan for Outside Directors, incorporated by reference to Exhibit 10.1 to Form 8-K Current Report filed by AmSouth Bancorporation on April 26, 2005, File No. 1-7476.
|
|
|
10.33*
|
Amended and Restated Regions Financial Corporation Directors’ Deferred Stock Investment Plan, incorporated by reference to Exhibit 10.27 to Form 10-K Annual Report filed by registrant on February 25, 2009, File No. 000-50831.
|
|
|
10.34*
|
Amended and Restated Regions Financial Corporation Deferred Compensation Plan for Former Directors of AmSouth Bancorporation (formerly named Deferred Compensation Plan for Directors of AmSouth Bancorporation), incorporated by reference to Exhibit 10.30 to Form 10-K Annual Report filed by registrant on February 25, 2009, File No. 000-50831.
|
|
|
10.35*
|
First American Corporation Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10-a to Form 10-Q Quarterly Report filed by AmSouth Bancorporation on April 30, 2002, File No. 1-7476.
|
|
|
10.36*
|
Amendment Number 2 to First American Corporation Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on November 9, 2007, File No. 000-50831.
|
|
|
10.37*
|
Amendment Number 3 to First American Corporation Directors’ Deferred Compensation Plan, incorporated by reference to Exhibit 10.42 to Form 10-K Annual Report filed by registrant on February 21, 2013.
|
|
|
10.38*
|
Form of deferred compensation agreement implementing deferred compensation arrangements with certain directors who were formerly directors of Union Planters Corporation, incorporated by reference to Exhibit 10.19 to Form 10-K Annual Report filed by registrant on March 14, 2005, File No. 000-50831.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.39*
|
AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.13 to Form 10-K Annual Report filed by AmSouth Bancorporation on March 15, 2005, File No. 1-7476.
|
|
|
10.40*
|
Amendment Number 1 to AmSouth Bancorporation Deferred Compensation Plan effective November 4, 2006, incorporated by reference to Exhibit 10.59 to Form 10-K Annual Report filed by registrant on March 1, 2007, File No. 000-50831.
|
|
|
10.41*
|
Amendment Number 2 to AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.36 to Form 10-K Annual Report filed by registrant on February 25, 2009, File No. 000-50831.
|
|
|
10.42*
|
Form of Change-in-Control Agreement for executive officers O. B. Grayson Hall, Jr., David B. Edmonds and John B. Owen, incorporated by reference to Exhibit 10.3 of Form 8-K Current Report filed by registrant on October 3, 2007, File No. 000-50831.
|
|
|
10.43*
|
Form of Change-in-Control Agreement for executive officer Fournier J. Gale, III, incorporated by reference to Exhibit 10.10 of Form 10-Q Quarterly Report filed by registrant on August 4, 2011.
|
|
|
10.44*
|
Form of Change-in-Control Agreement for executive officers C. Matthew Lusco and John M. Turner, Jr., incorporated by reference to Exhibit 10.11 of Form 10-Q Quarterly Report filed by registrant on August 4, 2011.
|
|
|
10.45*
|
Form of Change-in-Control Agreement with executive officers Brett D. Couch, Barbara Godin, C. Keith Herron, David R. Keenan, Scott M. Peters, Cynthia M. Rogers, Ronald G. Smith and David J. Turner, Jr., incorporated by reference to Exhibit 10.48 to Form 10-K Annual Report filed by registrant on February 24, 2011.
|
|
|
10.46*
|
Form of Change-in-Control Agreement with executive officers John C. Asbury, Ellen S. Jones and William D. Ritter, incorporated by reference to Exhibit 10.49 to Form 10-K Annual Report filed by registrant on February 24, 2011.
|
|
|
10.47*
|
Form of Amendment to Change-in-Control Agreement with executive officers O. B. Grayson Hall, Jr., David B. Edmonds, David J. Turner, Jr., John B. Owen, Brett D. Couch, Barbara Godin, C. Keith Herron, David R. Keenan, Scott M. Peters, Cynthia M. Rogers, Ronald G. Smith, John C. Asbury, Ellen S. Jones and William D. Ritter, incorporated by reference to Exhibit 10.52 to Form 10-K Annual Report filed by registrant on February 21, 2013.
|
|
|
10.48*
|
Regions Financial Corporation Supplemental 401(k) Plan (Restated as of January 1, 2014) (encompassing through Amendment No. Seven).
|
|
|
10.49*
|
Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (Restated as of January 1, 2014) (encompassing through Amendment No. Three).
|
|
|
10.50*
|
Form of Indemnification Agreement for Directors of AmSouth Bancorporation, incorporated by reference to Exhibit 10.2 to Form 8-K Current Report filed by AmSouth Bancorporation on April 20, 2006, File No. 1-7476.
|
|
|
10.51*
|
Form of Aircraft Time Sharing Agreement, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on November 4, 2009, File No. 000-50831.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.52*
|
Amendment to Aircraft Time Sharing Agreement by and between Regions Financial Corporation and O.B. Grayson Hall, Jr., incorporated by reference to Exhibit 10.63 to Form 10-K Annual Report filed by registrant on February 21, 2013.
|
|
|
10.53*
|
Regions Financial Corporation Use of Corporate Aircraft Policy, incorporated by reference to Exhibit 10.64 to Form 10-K Annual Report filed by registrant on February 21, 2013.
|
|
|
10.54*
|
Regions Financial Corporation Amended and Restated Management Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K Current report filed by registrant on May 25, 2012.
|
|
|
10.55*
|
Regions Financial Corporation Executive Incentive Plan, incorporated by reference to Appendix A to Proxy Statement filed by registrant on March 26, 2013 and approved by the stockholders at the annual meeting held May 16, 2013.
|
|
|
12
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
21
|
List of subsidiaries of registrant.
|
|
|
23
|
Consent of independent registered public accounting firm.
|
|
|
24
|
Powers of Attorney.
|
|
|
31.1
|
Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32
|
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
101
|
Interactive Data File
|
|
|
|
|
|
|
DATE:
|
February 21, 2014
|
|
Regions Financial Corporation
|
|
|
|
|
|
|
By:
|
/
S
/ O. B. Grayson Hall, Jr.
|
|
|
|
O. B. Grayson Hall, Jr.
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/
S
/ O. B. G
RAYSON
H
ALL
, J
R
.
|
|
Chairman, President and Chief Executive Officer, and Director (principal executive officer)
|
February 21, 2014
|
O. B. Grayson Hall, Jr.
|
|
|
|
|
|
|
|
/
S
/ D
AVID
J. T
URNER
, J
R
.
|
|
Senior Executive Vice President and Chief Financial Officer (principal financial officer)
|
February 21, 2014
|
David J. Turner, Jr.
|
|
|
|
|
|
|
|
/
S
/ H
ARDIE
B. K
IMBROUGH
, J
R
.
|
|
Executive Vice President and Controller (principal accounting officer)
|
February 21, 2014
|
Hardie B. Kimbrough, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
George W. Bryan
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Carolyn H. Byrd |
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
David J. Cooper, Sr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Don DeFosset
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Eric C. Fast
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
John D. Johns
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
James R. Malone
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Ruth Ann Marshall
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Susan W. Matlock
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
John E. Maupin, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Charles D. McCrary
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
John R. Roberts
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 21, 2014
|
Lee J. Styslinger III
|
|
|
|
*
|
Fournier J. Gale, III, by signing his name hereto, does sign this document on behalf of each of the persons indicated above pursuant to powers of attorney executed by such persons and filed with the Securities and Exchange Commission.
|
|
|
|
|
By:
|
/
S
/ F
OURNIER
J. G
ALE
, III
|
|
Fournier J. Gale, III
|
|
Attorney in Fact
|
|
|
|
Years of Credited Service
|
|
Targeted Benefit
|
10
|
|
40%
|
20
|
|
50%
|
30
|
|
60%
|
35
|
|
65%
|
|
•
|
|
in the event of the Participant’s death while actively employed, the Participant’s surviving Spouse will be eligible to receive an Enhanced Benefit based on service through the Participant’s date of death regardless of age or Years of Service.
|
|
•
|
|
in the event of a Change in Control resulting in the Participant’s termination of employment without Cause or for Good Reason within 2 years following the Change in Control, the Participant will be eligible to receive an Enhanced Benefit based on service through his or her date of termination regardless of age or Years of Service.
|
Option 1:
|
A joint and survivor annuity payable during the Participant’s life, and after his or her death payable to his or her spouse at 50%, 75% or 100% of the annuity paid during the life of, and to, the Participant;
|
Option 2:
|
A single life annuity payable during the Participant’s life;
|
Option 3:
|
Lump Sum; or
|
Option 4:
|
A single life annuity with guaranteed monthly payments for 5, 10, 15 or 20 years. If a Participant dies before receiving all the guaranteed monthly payments, the remaining payments will be paid to the Participant’s beneficiary.
|
|
|
|
|
|
|
|
|
|
|
Table 1
|
|
|
Table 2
|
||
65
|
|
1.0000
|
|
|
|
1.0000
|
|
64
|
|
1.0000
|
|
|
|
1.0000
|
|
63
|
|
1.0000
|
|
|
|
1.0000
|
|
62
|
|
1.0000
|
|
|
|
1.0000
|
|
61
|
|
1.0000
|
|
|
|
0.9425
|
|
60
|
|
1.0000
|
|
|
|
0.885
|
|
59
|
|
0.9435
|
|
|
|
0.835
|
|
58
|
|
0.8870
|
|
|
|
0.785
|
|
57
|
|
0.8305
|
|
|
|
0.735
|
|
56
|
|
0.7740
|
|
|
|
0.685
|
|
55 and 6 months
|
|
0.7458
|
|
|
|
0.66
|
|
55 and 5 months
|
|
0.7401
|
|
|
|
0.655
|
|
55 and 4 months
|
|
0.7345
|
|
|
|
0.65
|
|
55 and 3 months
|
|
0.7299
|
|
|
|
0.646
|
|
55 and 2 months
|
|
0.7243
|
|
|
|
0.641
|
|
55 and 1 month
|
|
0.7186
|
|
|
|
0.636
|
|
55
|
|
0.7141
|
|
|
|
0.632
|
|
54
|
|
0.6519
|
|
|
|
0.5769
|
|
53
|
|
0.5956
|
|
|
|
0.5271
|
|
52
|
|
0.5447
|
|
|
|
0.4821
|
|
51
|
|
0.4986
|
|
|
|
0.4413
|
|
50
|
|
0.4567
|
|
|
|
0.4042
|
|
49
|
|
0.4188
|
|
|
|
0.3706
|
|
48
|
|
0.3842
|
|
|
|
0.34
|
|
47
|
|
0.3527
|
|
|
|
0.3121
|
|
46
|
|
0.3240
|
|
|
|
0.2867
|
|
45
|
|
0.2977
|
|
|
|
0.2635
|
|
44
|
|
0.2738
|
|
|
|
0.2423
|
|
43
|
|
0.2519
|
|
|
|
0.2229
|
|
42
|
|
0.2318
|
|
|
|
0.2051
|
|
41
|
|
0.2133
|
|
|
|
0.1888
|
|
40
|
|
0.1965
|
|
|
|
0.1739
|
|
39
|
|
0.1811
|
|
|
|
0.1603
|
|
38
|
|
0.1669
|
|
|
|
0.1477
|
|
37
|
|
0.1539
|
|
|
|
0.1362
|
|
36
|
|
0.1419
|
|
|
|
0.1256
|
|
35
|
|
0.1308
|
|
|
|
0.1158
|
|
34
|
|
0.1208
|
|
|
|
0.1069
|
|
33
|
|
0.1114
|
|
|
|
0.0986
|
|
32
|
|
0.1029
|
|
|
|
0.0911
|
|
31
|
|
0.0950
|
|
|
|
0.0841
|
|
30
|
|
0.0877
|
|
|
|
0.0776
|
|
29
|
|
0.0810
|
|
|
|
0.0717
|
|
28
|
|
0.0748
|
|
|
|
0.0662
|
27
|
|
0.0692
|
|
|
|
0.0612
|
26
|
|
0.0638
|
|
|
|
0.0565
|
25
|
|
0.0590
|
|
|
|
0.0522
|
24
|
|
0.0546
|
|
|
|
0.0483
|
23
|
|
0.0504
|
|
|
|
0.0446
|
22
|
|
0.0466
|
|
|
|
0.0412
|
21
|
|
0.0431
|
|
|
|
0.0381
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||
Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
|
$
|
1,587
|
|
|
$
|
1,661
|
|
|
$
|
161
|
|
|
$
|
(844
|
)
|
|
$
|
(1,268
|
)
|
Fixed charges excluding preferred stock dividends and accretion
|
|
304
|
|
|
373
|
|
|
425
|
|
|
550
|
|
|
766
|
|
|||||
Income (loss) for computation excluding interest on deposits
|
|
1,891
|
|
|
2,034
|
|
|
586
|
|
|
(294
|
)
|
|
(502
|
)
|
|||||
Interest expense excluding interest on deposits
|
|
249
|
|
|
319
|
|
|
370
|
|
|
493
|
|
|
707
|
|
|||||
One-third of rent expense
|
|
55
|
|
|
54
|
|
|
55
|
|
|
57
|
|
|
59
|
|
|||||
Preferred stock dividends and accretion
|
|
32
|
|
|
129
|
|
|
214
|
|
|
224
|
|
|
230
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
|
336
|
|
|
502
|
|
|
639
|
|
|
774
|
|
|
996
|
|
|||||
Ratio of earnings to fixed charges, excluding interest on deposits
|
|
5.63x
|
|
|
4.05x
|
|
|
0.92x
|
|
|
(0.38)x
|
|
|
(0.50)x
|
|
|||||
Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
|
$
|
1,587
|
|
|
$
|
1,661
|
|
|
$
|
161
|
|
|
$
|
(844
|
)
|
|
$
|
(1,268
|
)
|
Fixed charges excluding preferred stock dividends and accretion
|
|
439
|
|
|
657
|
|
|
897
|
|
|
1,305
|
|
|
2,043
|
|
|||||
Income for computation including interest on deposits
|
|
2,026
|
|
|
2,318
|
|
|
1,058
|
|
|
461
|
|
|
775
|
|
|||||
Interest expense including interest on deposits
|
|
384
|
|
|
603
|
|
|
842
|
|
|
1,248
|
|
|
1,984
|
|
|||||
One-third of rent expense
|
|
55
|
|
|
54
|
|
|
55
|
|
|
57
|
|
|
59
|
|
|||||
Preferred stock dividends and accretion
|
|
32
|
|
|
129
|
|
|
214
|
|
|
224
|
|
|
230
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
|
471
|
|
|
786
|
|
|
1,111
|
|
|
1,529
|
|
|
2,273
|
|
|||||
Ratio of earnings to fixed charges, including interest on deposits
|
|
4.30x
|
|
|
2.95x
|
|
|
0.95x
|
|
|
0.30x
|
|
|
0.34x
|
|
1.
|
14302 Marina San Pablo Place, SPE, LLC (6)
|
2.
|
A-F Leasing, Ltd. (2)
|
3.
|
Aqua Holdings I, LLC (31.58%) (6)
|
4.
|
BRP Asset Management, LLC (6)
|
5.
|
FMLS, Inc. (9)
|
6.
|
LMIW Acquisition Management, LLC (6)
|
7.
|
LMIW I, LLC (6)
|
8.
|
LMIW II, LLC (6)
|
9.
|
LMIW III, LLC (6)
|
10.
|
LMIW IV, LLC (6)
|
11.
|
LMIW V, LLC (6)
|
12.
|
LMIW VI, LLC (2)
|
13.
|
LMIW VII, LLC (2)
|
14.
|
LMIW IX, LLC (5)
|
15.
|
MCB Life Insurance Company (9)
|
16.
|
North South Land Holdings, LLC (2)
|
17.
|
Provence Place GP, Inc. (8)
|
18.
|
Provence Place, LP (7)
|
19.
|
Raymond Road GP, LLC (12)
|
20.
|
RB Affordable Housing, Inc. (2)
|
21.
|
RB Affordable Housing (Hideaway I) GP, L.L.C. (11)
|
22.
|
RB Affordable Housing (Hideaway II) GP, L.L.C. (11)
|
23.
|
RB Affordable Housing (Melrose II), GP, L.L.C. (11)
|
24.
|
RB Affordable Housing (St. Landry I), GP, L.L.C. (11)
|
25.
|
RB Affordable Housing (Arkansas River) GP, LLC (4)
|
26.
|
RFC Financial Services Holding LLC (5)
|
27.
|
Regions Agency, Inc. (2)
|
28.
|
Regions Bank (1)
|
29.
|
Regions Business Capital Corporation (5)
|
30.
|
Regions Capital Advantage, Inc. (9)
|
31.
|
Regions Commercial Equipment Finance, LLC (2)
|
32.
|
Regions Equipment Finance Corporation (2)
|
33.
|
Regions Equipment Finance, Ltd. (2)
|
34.
|
Regions Insurance Agency of Arkansas (4)
|
35.
|
Regions Insurance Group, Inc. (9)
|
36.
|
Regions Insurance Services of Alabama, Inc. (2)
|
37.
|
Regions Insurance Services, Inc. (9)
|
38.
|
Regions Insurance, Inc. (4)
|
39.
|
Regions Investment Management, Inc. (9)
|
40.
|
Regions Investment Services, Inc. (2)
|
41.
|
Regions Life Insurance Company (3)
|
42.
|
Regions Provence Place, LLC (2)
|
43.
|
Regions Reinsurance Corporation (10)
|
44.
|
Regions Securities LLC (5)
|
45.
|
SJCF Management, LLC (76.1154856%) (6)
|
46.
|
Southeastern Legacy Insurance Company (3)
|
47.
|
Verna Asset Management, LLC (6)
|
•
|
Regions Community Development Corporation (9)
|
•
|
Regions Financial Corporation Foundation (2)
|
•
|
Regions Foundation (9)
|
/s/ George W. Bryan
|
George W. Bryan
|
/s/ Carolyn H. Byrd
|
Carolyn H. Byrd
|
/s/ David J. Cooper, Sr.
|
David J. Cooper, Sr.
|
/s/ Don DeFosset
|
Don DeFosset
|
/s/ Eric C. Fast
|
Eric C. Fast
|
/s/ John D. Johns
|
John D. Johns
|
/s/ Charles D. McCrary
|
Charles D. McCrary
|
/s/ James R. Malone
|
James R. Malone
|
/s/ Ruth Ann Marshall
|
Ruth Ann Marshall
|
/s/ Susan W. Matlock
|
Susan W. Matlock
|
/s/ John E. Maupin, Jr.
|
John E. Maupin, Jr.
|
/s/ John R. Roberts
|
John R. Roberts
|
/s/ Lee J. Styslinger III
|
Lee J. Styslinger III
|
1.
|
I have reviewed this Annual Report on Form 10-K of Regions Financial Corporation;
|
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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.
|
/
S
/ O. B. G
RAYSON
H
ALL
, J
R
.
|
O. B. Grayson Hall, Jr.
Chairman, President and
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K of Regions Financial Corporation;
|
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) 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.
|
/
S
/ D
AVID
J. T
URNER
, J
R
.
|
David J. Turner, Jr.
Senior Executive Vice President and
Chief Financial Officer
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/
S
/ O. B. G
RAYSON
H
ALL
, J
R
.
|
|
/
S
/ D
AVID
J. T
URNER
, J
R
.
|
O. B. Grayson Hall, Jr.
Chief Executive Officer
|
|
David J. Turner, Jr.
Chief Financial Officer
|