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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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Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B
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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, unemployment rates and potential reductions of economic growth, which may adversely affect our lending and other businesses and our financial results and conditions.
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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, which could have a material adverse effect on our earnings.
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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, which could result in risks to us and general economic conditions that we are not able to predict.
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•
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Possible changes in market interest rates or capital markets could adversely affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity.
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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 where our allowance for loan losses may not be adequate to cover our eventual 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, which could increase our funding costs.
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•
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Our inability to develop and gain acceptance from current and prospective customers for new products and services in a timely manner could have a negative impact on our revenue.
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•
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Changes in laws and regulations affecting our businesses, such as the Dodd-Frank Act and other legislation and regulations relating to bank products and services, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.
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•
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Our ability to obtain no regulatory objection (as part of the comprehensive capital analysis and review ("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 redeem preferred stock or other regulatory capital instruments, may impact our ability to return capital to stockholders and market perceptions of us.
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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, and if we fail to meet requirements, our financial condition could be negatively impacted.
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•
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The costs, including possibly incurring fines, penalties, or other negative 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 are a party, and which may adversely affect our results.
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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, which could adversely affect our net income.
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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 such as credit risk and operational risk, including third-party vendors and other service providers, which could, among other things, result in a breach of operating or security systems as a result of a cyber attack or similar act.
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•
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The inability of our internal disclosure controls and procedures to prevent, detect or mitigate any material errors or fraudulent acts.
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•
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The effects of geopolitical instability, including wars, conflicts and terrorist attacks and the potential impact, directly or indirectly on our businesses.
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•
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The effects of man-made and natural disasters, including fires, floods, droughts, tornadoes, hurricanes, and environmental damage, which may negatively affect our operations and/or our loan portfolios and increase our cost of conducting business.
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•
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Our inability to keep pace with technological changes could result in losing business to competitors.
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•
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Our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, a failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information; increased costs; losses; or adverse effects to our reputation.
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•
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Possible downgrades in our credit ratings or outlook could increase the costs of funding from capital markets.
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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 could require us to change certain business practices, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses.
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•
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The effects of the failure of any component of our business infrastructure provided by a third party could disrupt our businesses; result in the disclosure of and/or misuse of confidential information or proprietary information; increase our costs; negatively affect our reputation; and cause losses.
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•
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Our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends to stockholders.
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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 could materially affect how we report our financial results.
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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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Enhanced Liquidity Management Standards
: The Federal Reserve’s rule focuses on prudential steps to manage liquidity risk, which comprehensively details liquidity risk management responsibilities for boards of directors and senior management, and requires, among other things, maintenance of a liquidity buffer, consisting of assets meeting certain standards, that is sufficient to meet projected net cash outflows and projected loss or impairment of existing funding sources for 30 days over a range of liquidity stress scenarios. To complement these liquidity standards, the Federal Reserve and the other federal banking regulators issued a final rule in September 2014 implementing the liquidity coverage ratio standard derived from the international liquidity standards incorporated into the Basel III framework. See “ - Capital Requirements - Liquidity Regulation.”
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•
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Enhanced Risk Management Requirements
: Bank holding companies with $50 billion or more in consolidated assets, and publicly traded bank holding companies with $10 billion or more in consolidated assets, are required to establish a dedicated risk committee reporting directly to the company’s board of directors, comprised of members of the bank holding company’s board of directors, which would review and approve the enterprise-wide risk management policies of the company. The risk committee is required to have an appropriate number of independent directors, at least one risk management expert who has experience in identifying, assessing, and managing risk exposure of large, complex financial firms, commensurate with the company’s capital structure, risk profile, complexity, activities, size and other appropriate risk-related factors, and is subject to certain governance provisions set forth in the rule. Such bank holding companies, including Regions, are also required to appoint a Chief Risk Officer.
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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, 2014
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7,247,727
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$
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9.79
|
|
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7,247,727
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$
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278,962,076
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November 1—30, 2014
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15,762,601
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$
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10.10
|
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15,762,601
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$
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119,592,102
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December 1—31, 2014
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1,751,130
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$
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9.79
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1,751,130
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$
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102,419,368
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Total 4th Quarter
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24,761,458
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$
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9.98
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24,761,458
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$
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102,419,368
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Cumulative Total Return
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||||||||||||||||||||||
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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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12/31/2014
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||||||||||||
Regions
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$
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100.00
|
|
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$
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133.08
|
|
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$
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82.42
|
|
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$
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137.49
|
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$
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192.79
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$
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209.43
|
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S&P 500 Index
|
100.00
|
|
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115.06
|
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117.48
|
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136.26
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180.38
|
|
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205.05
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||||||
S&P Banks Index
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100.00
|
|
|
119.84
|
|
|
107.00
|
|
|
132.74
|
|
|
180.15
|
|
|
208.10
|
|
•
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"Operating Results" section of MD&A
|
•
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Note 23 "Commitments, Contingencies and Guarantees" to the consolidated financial statements
|
•
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“Stockholders’ Equity” discussion in MD&A
|
•
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Note 14 “Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)” to the consolidated financial statements
|
•
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“Supervision and Regulation” discussion within Item 1. Business
|
•
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Table 2 - “GAAP to Non-GAAP reconciliation” in MD&A
|
•
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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 the “Critical Accounting Policies and Estimates” section of MD&A
|
•
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“Provision for Loan Losses” discussion within the “Operating Results” section of MD&A
|
•
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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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“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
|
•
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“Long-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
|
•
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“Regulatory Capital Requirements” section of MD&A
|
•
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“Liquidity Risk” discussion within the “Risk Management” section of MD&A
|
•
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Note 11 “Short-Term Borrowings” to the consolidated financial statements
|
•
|
Note 12 “Long-Term Borrowings” to the consolidated financial statements
|
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2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
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(In millions, except per share data)
|
||||||||||||||||||
EARNINGS SUMMARY
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||||||||||
Interest income
|
$
|
3,588
|
|
|
$
|
3,646
|
|
|
$
|
3,903
|
|
|
$
|
4,252
|
|
|
$
|
4,637
|
|
Interest expense
|
309
|
|
|
384
|
|
|
603
|
|
|
842
|
|
|
1,248
|
|
|||||
Net interest income
|
3,279
|
|
|
3,262
|
|
|
3,300
|
|
|
3,410
|
|
|
3,389
|
|
|||||
Provision for loan losses
|
69
|
|
|
138
|
|
|
213
|
|
|
1,530
|
|
|
2,863
|
|
|||||
Net interest income after provision for loan losses
|
3,210
|
|
|
3,124
|
|
|
3,087
|
|
|
1,880
|
|
|
526
|
|
|||||
Non-interest income
|
1,821
|
|
|
2,019
|
|
|
2,100
|
|
|
2,143
|
|
|
2,489
|
|
|||||
Non-interest expense
|
3,432
|
|
|
3,556
|
|
|
3,526
|
|
|
3,862
|
|
|
3,859
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|
|||||
Income (loss) from continuing operations before income taxes
|
1,599
|
|
|
1,587
|
|
|
1,661
|
|
|
161
|
|
|
(844
|
)
|
|||||
Income tax expense (benefit)
|
457
|
|
|
452
|
|
|
482
|
|
|
(28
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)
|
|
(376
|
)
|
|||||
Income (loss) from continuing operations
|
1,142
|
|
|
1,135
|
|
|
1,179
|
|
|
189
|
|
|
(468
|
)
|
|||||
Income (loss) from discontinued operations before income taxes
|
21
|
|
|
(24
|
)
|
|
(99
|
)
|
|
(408
|
)
|
|
(41
|
)
|
|||||
Income tax expense (benefit)
|
8
|
|
|
(11
|
)
|
|
(40
|
)
|
|
(4
|
)
|
|
30
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
13
|
|
|
(13
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)
|
|
(59
|
)
|
|
(404
|
)
|
|
(71
|
)
|
|||||
Net income (loss)
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
|
$
|
(539
|
)
|
Income (loss) from continuing operations available to common shareholders
|
$
|
1,090
|
|
|
$
|
1,103
|
|
|
$
|
1,050
|
|
|
$
|
(25
|
)
|
|
$
|
(692
|
)
|
Net income (loss) available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
|
$
|
(763
|
)
|
Earnings (loss) per common share from continuing operations – basic
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.76
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.56
|
)
|
Earnings (loss) per common share from continuing operations – diluted
|
0.79
|
|
|
0.78
|
|
|
0.76
|
|
|
(0.02
|
)
|
|
(0.56
|
)
|
|||||
Earnings (loss) per common share – basic
|
0.80
|
|
|
0.78
|
|
|
0.72
|
|
|
(0.34
|
)
|
|
(0.62
|
)
|
|||||
Earnings (loss) per common share – diluted
|
0.80
|
|
|
0.77
|
|
|
0.71
|
|
|
(0.34
|
)
|
|
(0.62
|
)
|
|||||
Return on average tangible common stockholders’ equity (non-GAAP)
(1)
|
9.97
|
%
|
|
10.80
|
%
|
|
10.69
|
%
|
|
(5.51
|
)%
|
|
(9.29
|
)%
|
|||||
Return on average assets from continuing operations (GAAP)
|
0.92
|
|
|
0.94
|
|
|
0.86
|
|
|
(0.02
|
)
|
|
(0.52
|
)
|
|||||
BALANCE SHEET SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
At year-end—Consolidated
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
Allowance for loan losses
|
(1,103
|
)
|
|
(1,341
|
)
|
|
(1,919
|
)
|
|
(2,745
|
)
|
|
(3,185
|
)
|
|||||
Assets
|
119,679
|
|
|
117,396
|
|
|
121,347
|
|
|
127,050
|
|
|
132,351
|
|
|||||
Deposits
|
94,200
|
|
|
92,453
|
|
|
95,474
|
|
|
95,627
|
|
|
94,614
|
|
|||||
Long-term debt
|
3,462
|
|
|
4,830
|
|
|
5,861
|
|
|
8,110
|
|
|
13,190
|
|
|||||
Stockholders’ equity
|
16,989
|
|
|
15,768
|
|
|
15,499
|
|
|
16,499
|
|
|
16,734
|
|
|||||
Average balances—Continuing Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
76,253
|
|
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
|
$
|
86,660
|
|
Assets
|
118,468
|
|
|
117,805
|
|
|
122,182
|
|
|
126,719
|
|
|
132,720
|
|
|||||
Deposits
|
93,481
|
|
|
92,646
|
|
|
95,330
|
|
|
95,671
|
|
|
96,489
|
|
|||||
Long-term debt
|
4,057
|
|
|
5,206
|
|
|
6,694
|
|
|
11,240
|
|
|
15,489
|
|
|||||
Stockholders’ equity
|
16,725
|
|
|
15,502
|
|
|
15,035
|
|
|
15,350
|
|
|
15,916
|
|
|||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses as a percentage of loans, net of unearned income
|
1.43
|
%
|
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|
3.84
|
%
|
|||||
Tier 1 capital
(2)
|
12.54
|
|
|
11.68
|
|
|
12.00
|
|
|
13.28
|
|
|
12.40
|
|
|||||
Tier 1 common risk-based capital (non-GAAP)
(1)(2)
|
11.65
|
|
|
11.21
|
|
|
10.84
|
|
|
8.51
|
|
|
7.85
|
|
|||||
Total risk-based capital
(2)
|
15.26
|
|
|
14.73
|
|
|
15.38
|
|
|
16.99
|
|
|
16.35
|
|
|||||
Leverage capital
(2)
|
10.86
|
|
|
10.03
|
|
|
9.65
|
|
|
9.91
|
|
|
9.30
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP)
(1)
|
9.75
|
|
|
9.24
|
|
|
8.63
|
|
|
6.58
|
|
|
6.04
|
|
|||||
Adjusted efficiency ratio (non-GAAP)
(1)
|
65.50
|
|
|
65.42
|
|
|
64.42
|
|
|
64.56
|
|
|
67.74
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Common equity book value per share
|
11.89
|
|
|
11.12
|
|
|
10.63
|
|
|
10.39
|
|
|
10.63
|
|
|||||
Tangible common book value per share (non-GAAP)
(1)
|
8.26
|
|
|
7.54
|
|
|
7.11
|
|
|
6.37
|
|
|
6.09
|
|
|||||
Market value at year-end
|
10.56
|
|
|
9.89
|
|
|
7.13
|
|
|
4.30
|
|
|
7.00
|
|
|||||
Market price range:
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
11.54
|
|
|
10.52
|
|
|
7.73
|
|
|
8.09
|
|
|
9.33
|
|
|||||
Low
|
8.85
|
|
|
7.13
|
|
|
4.21
|
|
|
2.82
|
|
|
5.12
|
|
|||||
Total trading volume
|
3,689
|
|
|
3,962
|
|
|
5,282
|
|
|
5,204
|
|
|
6,381
|
|
|||||
Dividend payout ratio
|
22.64
|
%
|
|
12.99
|
%
|
|
5.63
|
%
|
|
NM
|
|
NM
|
|||||||
Shareholders of record at year-end (actual)
|
57,529
|
|
|
63,815
|
|
|
67,574
|
|
|
73,659
|
|
|
76,996
|
|
|||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1,375
|
|
|
1,395
|
|
|
1,381
|
|
|
1,258
|
|
|
1,227
|
|
|||||
Diluted
|
1,387
|
|
|
1,410
|
|
|
1,387
|
|
|
1,258
|
|
|
1,227
|
|
(1)
|
See Table 2 for GAAP to non-GAAP reconciliations.
|
(2)
|
Current year Tier 1 capital, Tier 1 common risk-based capital, Total risk-based capital, and Leverage capital ratios are estimated.
|
(3)
|
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
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In millions, except per share data)
|
||||||||||||||||||
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (GAAP)
|
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
|
$
|
(215
|
)
|
|
$
|
(539
|
)
|
Preferred dividends and accretion (GAAP)
|
|
(52
|
)
|
|
(32
|
)
|
|
(129
|
)
|
|
(214
|
)
|
|
(224
|
)
|
|||||
Net income (loss) available to common shareholders (GAAP)
|
A
|
$
|
1,103
|
|
|
$
|
1,090
|
|
|
$
|
991
|
|
|
$
|
(429
|
)
|
|
$
|
(763
|
)
|
ADJUSTED FEE INCOME AND EFFICIENCY RATIOS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest expense from continuing operations (GAAP)
|
|
$
|
3,432
|
|
|
$
|
3,556
|
|
|
$
|
3,526
|
|
|
$
|
3,862
|
|
|
$
|
3,859
|
|
Significant items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Professional, legal and regulatory expenses
(1)(2)
|
|
(93
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
Branch consolidation and property and equipment charges
|
|
(16
|
)
|
|
(5
|
)
|
|
—
|
|
|
(75
|
)
|
|
(8
|
)
|
|||||
Gain on sale of TDRs held for sale, net
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on early extinguishment of debt
|
|
—
|
|
|
(61
|
)
|
|
(11
|
)
|
|
—
|
|
|
(108
|
)
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|
—
|
|
|||||
Securities impairment, net
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||||
REIT investment early termination costs
(3)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted non-interest expense (non-GAAP)
|
B
|
$
|
3,358
|
|
|
$
|
3,432
|
|
|
$
|
3,471
|
|
|
$
|
3,532
|
|
|
$
|
3,666
|
|
Net interest income (GAAP)
|
|
$
|
3,279
|
|
|
$
|
3,262
|
|
|
$
|
3,300
|
|
|
$
|
3,410
|
|
|
$
|
3,389
|
|
Taxable-equivalent adjustment
|
|
63
|
|
|
54
|
|
|
50
|
|
|
35
|
|
|
32
|
|
|||||
Net interest income from continuing operations, taxable-equivalent basis
|
|
3,342
|
|
|
3,316
|
|
|
3,350
|
|
|
3,445
|
|
|
3,421
|
|
|||||
Non-interest income from continuing operations (GAAP)
|
|
1,821
|
|
|
2,019
|
|
|
2,100
|
|
|
2,143
|
|
|
2,489
|
|
|||||
Significant items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities gains, net
|
|
(27
|
)
|
|
(26
|
)
|
|
(48
|
)
|
|
(112
|
)
|
|
(394
|
)
|
|||||
Leveraged lease termination gains, net
|
|
(10
|
)
|
|
(39
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|
(78
|
)
|
|||||
Loss (gain) on sale of mortgage loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(26
|
)
|
|||||
Gain on sale of other assets
(4)
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted non-interest income (non-GAAP)
|
C
|
1,784
|
|
|
1,930
|
|
|
2,038
|
|
|
2,026
|
|
|
1,991
|
|
|||||
Adjusted total revenue, taxable equivalent adjustment (non-GAAP)
|
D
|
$
|
5,126
|
|
|
$
|
5,246
|
|
|
$
|
5,388
|
|
|
$
|
5,471
|
|
|
$
|
5,412
|
|
Adjusted efficiency ratio (non-GAAP)
|
B/D
|
65.50
|
%
|
|
65.42
|
%
|
|
64.42
|
%
|
|
64.56
|
%
|
|
67.74
|
%
|
|||||
Adjusted fee income ratio (non-GAAP)
|
C/D
|
34.81
|
%
|
|
36.79
|
%
|
|
37.82
|
%
|
|
37.03
|
%
|
|
36.79
|
%
|
|||||
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average stockholders’ equity (GAAP)
|
|
$
|
16,735
|
|
|
$
|
15,504
|
|
|
$
|
15,246
|
|
|
$
|
16,927
|
|
|
$
|
17,444
|
|
Less: Average intangible assets (GAAP)
|
|
5,103
|
|
|
5,136
|
|
|
5,210
|
|
|
5,965
|
|
|
6,003
|
|
|||||
Average deferred tax liability related to intangibles (GAAP)
|
|
(182
|
)
|
|
(188
|
)
|
|
(195
|
)
|
|
(220
|
)
|
|
(255
|
)
|
|||||
Average preferred stock (GAAP)
|
|
754
|
|
|
464
|
|
|
960
|
|
|
3,398
|
|
|
3,479
|
|
|||||
Average tangible common stockholders’ equity (non-GAAP)
|
E
|
$
|
11,060
|
|
|
$
|
10,092
|
|
|
$
|
9,271
|
|
|
$
|
7,784
|
|
|
$
|
8,217
|
|
Return on average tangible common stockholders’ equity (non-GAAP)
|
A/E
|
9.97
|
%
|
|
10.80
|
%
|
|
10.69
|
%
|
|
(5.51
|
)%
|
|
(9.29
|
)%
|
|
|
Year Ended December 31
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In millions, except share data)
|
||||||||||||||||||
TANGIBLE COMMON RATIOS-CONSOLIDATED
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ending stockholders’ equity (GAAP)
|
|
$
|
16,989
|
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
$
|
16,499
|
|
|
$
|
16,734
|
|
Less: Ending intangible assets (GAAP)
|
|
5,091
|
|
|
5,111
|
|
|
5,161
|
|
|
5,265
|
|
|
5,946
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(172
|
)
|
|
(188
|
)
|
|
(191
|
)
|
|
(200
|
)
|
|
(240
|
)
|
|||||
Ending preferred stock (GAAP)
|
|
884
|
|
|
450
|
|
|
482
|
|
|
3,419
|
|
|
3,380
|
|
|||||
Ending tangible common stockholders’ equity (non-GAAP)
|
F
|
$
|
11,186
|
|
|
$
|
10,395
|
|
|
$
|
10,047
|
|
|
$
|
8,015
|
|
|
$
|
7,648
|
|
Ending total assets (GAAP)
|
|
$
|
119,679
|
|
|
$
|
117,396
|
|
|
$
|
121,347
|
|
|
$
|
127,050
|
|
|
$
|
132,351
|
|
Less: Ending intangible assets (GAAP)
|
|
5,091
|
|
|
5,111
|
|
|
5,161
|
|
|
5,265
|
|
|
5,946
|
|
|||||
Ending deferred tax liability related to intangibles (GAAP)
|
|
(172
|
)
|
|
(188
|
)
|
|
(191
|
)
|
|
(200
|
)
|
|
(240
|
)
|
|||||
Ending tangible assets (non-GAAP)
|
G
|
$
|
114,760
|
|
|
$
|
112,473
|
|
|
$
|
116,377
|
|
|
$
|
121,985
|
|
|
$
|
126,645
|
|
End of period shares outstanding
|
H
|
1,354
|
|
|
1,378
|
|
|
1,413
|
|
|
1,259
|
|
|
1,256
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP)
|
F/G
|
9.75
|
%
|
|
9.24
|
%
|
|
8.63
|
%
|
|
6.58
|
%
|
|
6.04
|
%
|
|||||
Tangible common book value per share (non-GAAP)
|
F/H
|
$
|
8.26
|
|
|
$
|
7.54
|
|
|
$
|
7.11
|
|
|
$
|
6.37
|
|
|
$
|
6.09
|
|
TIER 1 COMMON RISK-BASED RATIO
(5)
-CONSOLIDATED
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity (GAAP)
|
|
$
|
16,989
|
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
$
|
16,499
|
|
|
$
|
16,734
|
|
Accumulated other comprehensive (income) loss
|
|
238
|
|
|
319
|
|
|
(65
|
)
|
|
69
|
|
|
260
|
|
|||||
Non-qualifying goodwill and intangibles
(8)
|
|
(4,809
|
)
|
|
(4,798
|
)
|
|
(4,826
|
)
|
|
(4,900
|
)
|
|
(5,706
|
)
|
|||||
Disallowed deferred tax assets
(6)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(432
|
)
|
|
(424
|
)
|
|||||
Disallowed servicing assets
|
|
(28
|
)
|
|
(31
|
)
|
|
(33
|
)
|
|
(35
|
)
|
|
(27
|
)
|
|||||
Qualifying non-controlling interests
|
|
—
|
|
|
—
|
|
|
93
|
|
|
92
|
|
|
92
|
|
|||||
Qualifying trust preferred securities
|
|
—
|
|
|
—
|
|
|
501
|
|
|
846
|
|
|
846
|
|
|||||
Tier 1 capital (regulatory)
|
|
12,390
|
|
|
11,258
|
|
|
11,134
|
|
|
12,139
|
|
|
11,775
|
|
|||||
Qualifying non-controlling interests
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|
(92
|
)
|
|
(92
|
)
|
|||||
Qualifying trust preferred securities
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
(846
|
)
|
|
(846
|
)
|
|||||
Preferred stock (GAAP)
|
|
(884
|
)
|
|
(450
|
)
|
|
(482
|
)
|
|
(3,419
|
)
|
|
(3,380
|
)
|
|||||
Tier 1 common equity (non-GAAP)
|
I
|
$
|
11,506
|
|
|
$
|
10,808
|
|
|
$
|
10,058
|
|
|
$
|
7,782
|
|
|
$
|
7,457
|
|
Risk-weighted assets (regulatory)
|
J
|
$
|
98,787
|
|
|
$
|
96,416
|
|
|
$
|
92,811
|
|
|
$
|
91,449
|
|
|
$
|
94,966
|
|
Tier 1 common risk-based ratio (non-GAAP)
|
I/J
|
11.65
|
%
|
|
11.21
|
%
|
|
10.84
|
%
|
|
8.51
|
%
|
|
7.85
|
%
|
|||||
BASEL III COMMON EQUITY TIER 1 RATIO
(5)(7)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stockholders’ equity (GAAP)
|
|
$
|
16,989
|
|
|
$
|
15,768
|
|
|
$
|
15,499
|
|
|
|
|
|
||||
Non-qualifying goodwill and intangibles
(8)
|
|
(4,915
|
)
|
|
(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
|
|
116
|
|
|
130
|
|
|
—
|
|
|
|
|
|
|||||||
Preferred stock (GAAP)
|
|
(884
|
)
|
|
(450
|
)
|
|
(482
|
)
|
|
|
|
|
|||||||
Basel III common equity Tier 1 (non-GAAP)
|
K
|
$
|
11,306
|
|
|
$
|
10,526
|
|
|
$
|
9,751
|
|
|
|
|
|
||||
Basel III risk-weighted assets (non-GAAP)
(9)
|
L
|
$
|
102,804
|
|
|
$
|
99,483
|
|
|
$
|
109,941
|
|
|
|
|
|
||||
Basel III common equity Tier 1 ratio (non-GAAP)
|
K/L
|
11.00
|
%
|
|
10.58
|
%
|
|
8.87
|
%
|
|
|
|
|
(1)
|
Regions recorded $100 million of contingent legal and regulatory accruals during the fourth quarter of 2014 related to previously disclosed matters.
|
(2)
|
In the fourth quarter of 2013, Regions recorded a non-tax deductible charge of $58 million related to previously disclosed inquiries from government authorities concerning matters from 2009. The 2013 matters were settled in the second quarter of 2014 for $7 million less than originally estimated and a corresponding recovery was recognized. 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 2010 regulatory charge related to continuing operations.
|
(3)
|
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).
|
(4)
|
In the third quarter of 2013, Regions recorded a $24 million gain on sale of a non-core portion of a Wealth Management business.
|
(5)
|
Current annual amounts and the resulting ratio are estimated.
|
(6)
|
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.
|
(7)
|
The 2014 and 2013 estimates are based on the final rule released in July 2013. The 2012 estimate is based on the June 2012 U.S. Notices of Proposed Rulemaking.
|
(8)
|
Under Basel III, in addition to goodwill and other identified intangibles, regulatory capital must be reduced by purchased credit card relationship intangible assets. The majority of these assets are allowed in Basel I capital.
|
(9)
|
Regions continues to develop systems and internal controls to precisely calculate risk-weighted assets as required by Basel III. The amount is a reasonable approximation, based on our understanding of the requirements.
|
|
Corporate
Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|||
Fourth quarter 2014
|
11.25
|
%
|
|
11.50
|
%
|
|
11.75
|
%
|
|
|
|
|
|
|
|||
|
Business
Services |
|
Consumer
Services |
|
Wealth
Management |
|||
Fourth quarter 2013
|
12.00
|
%
|
|
12.00
|
%
|
|
12.00
|
%
|
Third quarter 2013
|
12.00
|
%
|
|
12.00
|
%
|
|
12.00
|
%
|
Second quarter 2013
|
13.00
|
%
|
|
12.00
|
%
|
|
12.00
|
%
|
First quarter 2013
|
14.00
|
%
|
|
13.00
|
%
|
|
13.00
|
%
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||||||||||
|
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
|
$
|
12
|
|
|
$
|
—
|
|
|
0.86
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Trading account securities
|
107
|
|
|
3
|
|
|
2.92
|
|
|
114
|
|
|
3
|
|
|
2.24
|
|
|
134
|
|
|
3
|
|
|
2.24
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
24,148
|
|
|
615
|
|
|
2.55
|
|
|
25,349
|
|
|
603
|
|
|
2.38
|
|
|
26,667
|
|
|
681
|
|
|
2.55
|
|
||||||
Tax-exempt
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||||
Loans held for sale
|
564
|
|
|
22
|
|
|
3.89
|
|
|
864
|
|
|
29
|
|
|
3.41
|
|
|
1,150
|
|
|
33
|
|
|
2.87
|
|
||||||
Loans, net of unearned
income
(1)(2)
|
76,253
|
|
|
3,004
|
|
|
3.94
|
|
|
74,924
|
|
|
3,059
|
|
|
4.08
|
|
|
76,035
|
|
|
3,227
|
|
|
4.24
|
|
||||||
Other interest-earning assets
|
2,989
|
|
|
7
|
|
|
0.25
|
|
|
2,428
|
|
|
6
|
|
|
0.25
|
|
|
3,792
|
|
|
9
|
|
|
0.24
|
|
||||||
Total interest-earning assets
|
104,076
|
|
|
3,651
|
|
|
3.51
|
|
|
103,685
|
|
|
3,700
|
|
|
3.57
|
|
|
107,795
|
|
|
3,953
|
|
|
3.67
|
|
||||||
Allowance for loan losses
|
(1,235
|
)
|
|
|
|
|
|
(1,680
|
)
|
|
|
|
|
|
(2,376
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
1,793
|
|
|
|
|
|
|
1,775
|
|
|
|
|
|
|
1,836
|
|
|
|
|
|
||||||||||||
Other non-earning assets
|
13,834
|
|
|
|
|
|
|
14,025
|
|
|
|
|
|
|
14,927
|
|
|
|
|
|
||||||||||||
|
$
|
118,468
|
|
|
|
|
|
|
$
|
117,805
|
|
|
|
|
|
|
$
|
122,182
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings
(3)
|
$
|
6,596
|
|
|
8
|
|
|
0.12
|
|
|
$
|
6,226
|
|
|
6
|
|
|
0.10
|
|
|
$
|
5,712
|
|
|
5
|
|
|
0.08
|
|
|||
Interest-bearing checking
|
20,804
|
|
|
19
|
|
|
0.09
|
|
|
19,873
|
|
|
19
|
|
|
0.10
|
|
|
19,419
|
|
|
23
|
|
|
0.12
|
|
||||||
Money market
(3)
|
26,006
|
|
|
29
|
|
|
0.11
|
|
|
25,768
|
|
|
35
|
|
|
0.13
|
|
|
24,348
|
|
|
42
|
|
|
0.18
|
|
||||||
Time deposits
|
9,003
|
|
|
49
|
|
|
0.55
|
|
|
11,148
|
|
|
75
|
|
|
0.67
|
|
|
16,487
|
|
|
214
|
|
|
1.30
|
|
||||||
Total interest-bearing deposits
(4)
|
62,409
|
|
|
105
|
|
|
0.17
|
|
|
63,015
|
|
|
135
|
|
|
0.21
|
|
|
65,966
|
|
|
284
|
|
|
0.43
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
1,944
|
|
|
2
|
|
|
0.08
|
|
|
2,020
|
|
|
2
|
|
|
0.08
|
|
|
1,852
|
|
|
2
|
|
|
0.11
|
|
||||||
Other short-term borrowings
|
55
|
|
|
—
|
|
|
0.21
|
|
|
219
|
|
|
—
|
|
|
0.19
|
|
|
251
|
|
|
—
|
|
|
—
|
|
||||||
Long-term borrowings
|
4,057
|
|
|
202
|
|
|
4.98
|
|
|
5,206
|
|
|
247
|
|
|
4.75
|
|
|
6,694
|
|
|
317
|
|
|
4.74
|
|
||||||
Total interest-bearing liabilities
|
68,465
|
|
|
309
|
|
|
0.45
|
|
|
70,460
|
|
|
384
|
|
|
0.54
|
|
|
74,763
|
|
|
603
|
|
|
0.81
|
|
||||||
Non-interest-bearing deposits
(4)
|
31,072
|
|
|
—
|
|
|
—
|
|
|
29,631
|
|
|
—
|
|
|
—
|
|
|
29,364
|
|
|
—
|
|
|
—
|
|
||||||
Total funding sources
|
99,537
|
|
|
309
|
|
|
0.31
|
|
|
100,091
|
|
|
384
|
|
|
0.38
|
|
|
104,127
|
|
|
603
|
|
|
0.58
|
|
||||||
Net interest spread
|
|
|
|
|
3.06
|
|
|
|
|
|
|
3.03
|
|
|
|
|
|
|
2.86
|
|
||||||||||||
Other liabilities
|
2,206
|
|
|
|
|
|
|
2,212
|
|
|
|
|
|
|
3,020
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
|
16,725
|
|
|
|
|
|
|
15,502
|
|
|
|
|
|
|
15,035
|
|
|
|
|
|
||||||||||||
|
$
|
118,468
|
|
|
|
|
|
|
$
|
117,805
|
|
|
|
|
|
|
$
|
122,182
|
|
|
|
|
|
|||||||||
Net interest income/margin on a taxable-equivalent basis from continuing operations
(5)(6)
|
|
|
$
|
3,342
|
|
|
3.21
|
%
|
|
|
|
$
|
3,316
|
|
|
3.20
|
%
|
|
|
|
$
|
3,350
|
|
|
3.11
|
%
|
(1)
|
Loans, net of unearned income include non-accrual loans for all periods presented.
|
(2)
|
Interest income includes net loan fees of $78 million, $75 million and $65 million for the years ended
December 31, 2014
,
2013
and
2012
, respectively.
|
(3)
|
In 2014, approximately $207 million of average IRA account balances and the related interest expense were reclassified from money market to savings. Prior period amounts have been revised to conform to current period classification.
|
(4)
|
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 0.11%, 0.15% and 0.30% for the years ended
December 31, 2014
,
2013
and
2012
respectively.
|
(5)
|
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.
|
(6)
|
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% for the year ended December 31, 2012.
|
|
2014 Compared to 2013
|
|
2013 Compared to 2012
|
||||||||||||||||||||
|
Change Due to
|
|
Change Due to
|
||||||||||||||||||||
|
Volume
|
|
Yield/
Rate
|
|
Net
|
|
Volume
|
|
Yield/
Rate
|
|
Net
|
||||||||||||
|
(Taxable-equivalent basis—in millions)
|
||||||||||||||||||||||
Interest income on:
|
|
||||||||||||||||||||||
Securities-taxable
|
$
|
(29
|
)
|
|
$
|
41
|
|
|
$
|
12
|
|
|
$
|
(33
|
)
|
|
$
|
(45
|
)
|
|
$
|
(78
|
)
|
Loans held for sale
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
|
(9
|
)
|
|
5
|
|
|
(4
|
)
|
||||||
Loans, including fees
|
54
|
|
|
(109
|
)
|
|
(55
|
)
|
|
(47
|
)
|
|
(121
|
)
|
|
(168
|
)
|
||||||
Other interest-earning assets
|
1
|
|
|
—
|
|
|
1
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Total interest-earning assets
|
15
|
|
|
(64
|
)
|
|
(49
|
)
|
|
(92
|
)
|
|
(161
|
)
|
|
(253
|
)
|
||||||
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Interest-bearing checking
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
(5
|
)
|
|
(4
|
)
|
||||||
Money market
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|
2
|
|
|
(9
|
)
|
|
(7
|
)
|
||||||
Time deposits
|
(13
|
)
|
|
(13
|
)
|
|
(26
|
)
|
|
(56
|
)
|
|
(83
|
)
|
|
(139
|
)
|
||||||
Total interest-bearing deposits
|
(12
|
)
|
|
(18
|
)
|
|
(30
|
)
|
|
(53
|
)
|
|
(96
|
)
|
|
(149
|
)
|
||||||
Long-term borrowings
|
(57
|
)
|
|
12
|
|
|
(45
|
)
|
|
(70
|
)
|
|
—
|
|
|
(70
|
)
|
||||||
Total interest-bearing liabilities
|
(69
|
)
|
|
(6
|
)
|
|
(75
|
)
|
|
(123
|
)
|
|
(96
|
)
|
|
(219
|
)
|
||||||
Increase (decrease) in net interest income
|
$
|
84
|
|
|
$
|
(58
|
)
|
|
$
|
26
|
|
|
$
|
31
|
|
|
$
|
(65
|
)
|
|
$
|
(34
|
)
|
•
|
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.
|
•
|
Prior period amounts for Savings and Money market have been reclassified to conform to current period classification.
|
|
Year Ended December 31
|
|
Change 2014 vs. 2013
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Service charges on deposit accounts
(1)
|
$
|
695
|
|
|
$
|
734
|
|
|
$
|
756
|
|
|
$
|
(39
|
)
|
|
(5.3
|
)%
|
Card and ATM fees
(1)
|
334
|
|
|
319
|
|
|
314
|
|
|
15
|
|
|
4.7
|
%
|
||||
Investment management and trust fee income
|
193
|
|
|
196
|
|
|
195
|
|
|
(3
|
)
|
|
(1.5
|
)%
|
||||
Mortgage income
|
149
|
|
|
236
|
|
|
363
|
|
|
(87
|
)
|
|
(36.9
|
)%
|
||||
Insurance commissions and fees
|
124
|
|
|
114
|
|
|
109
|
|
|
10
|
|
|
8.8
|
%
|
||||
Bank-owned life insurance
|
85
|
|
|
82
|
|
|
81
|
|
|
3
|
|
|
3.7
|
%
|
||||
Capital markets fee income and other
|
73
|
|
|
87
|
|
|
83
|
|
|
(14
|
)
|
|
(16.1
|
)%
|
||||
Commercial credit fee income
|
61
|
|
|
65
|
|
|
68
|
|
|
(4
|
)
|
|
(6.2
|
)%
|
||||
Investment services fee income
|
43
|
|
|
34
|
|
|
27
|
|
|
9
|
|
|
26.5
|
%
|
||||
Securities gains, net
|
27
|
|
|
26
|
|
|
48
|
|
|
1
|
|
|
3.8
|
%
|
||||
Leveraged lease termination gains, net
|
10
|
|
|
39
|
|
|
14
|
|
|
(29
|
)
|
|
(74.4
|
)%
|
||||
Gain on sale of other assets
|
—
|
|
|
24
|
|
|
—
|
|
|
(24
|
)
|
|
(100.0
|
)%
|
||||
Net loss from affordable housing
|
(66
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|
(17
|
)
|
|
34.7
|
%
|
||||
Other miscellaneous income
|
93
|
|
|
112
|
|
|
91
|
|
|
(19
|
)
|
|
(17.0
|
)%
|
||||
|
$
|
1,821
|
|
|
$
|
2,019
|
|
|
$
|
2,100
|
|
|
$
|
(198
|
)
|
|
(9.8
|
)%
|
|
Year Ended December 31
|
|
Change 2014 vs. 2013
|
|||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Salaries and employee benefits
|
$
|
1,810
|
|
|
$
|
1,818
|
|
|
$
|
1,763
|
|
|
$
|
(8
|
)
|
|
(0.4
|
)%
|
Net occupancy expense
|
368
|
|
|
365
|
|
|
382
|
|
|
3
|
|
|
0.8
|
%
|
||||
Furniture and equipment expense
|
287
|
|
|
280
|
|
|
261
|
|
|
7
|
|
|
2.5
|
%
|
||||
Professional, legal and regulatory expenses
(1)
|
235
|
|
|
190
|
|
|
114
|
|
|
45
|
|
|
23.7
|
%
|
||||
Outside services
|
131
|
|
|
106
|
|
|
82
|
|
|
25
|
|
|
23.6
|
%
|
||||
Marketing
|
95
|
|
|
98
|
|
|
87
|
|
|
(3
|
)
|
|
(3.1
|
)%
|
||||
Deposit administrative fees
|
75
|
|
|
125
|
|
|
162
|
|
|
(50
|
)
|
|
(40.0
|
)%
|
||||
Amortization of other intangibles
|
51
|
|
|
54
|
|
|
109
|
|
|
(3
|
)
|
|
(5.6
|
)%
|
||||
Credit/checkcard expenses
|
44
|
|
|
41
|
|
|
64
|
|
|
3
|
|
|
7.3
|
%
|
||||
Branch consolidation, property and equipment charges
|
16
|
|
|
5
|
|
|
—
|
|
|
11
|
|
|
220.0
|
%
|
||||
REIT investment early termination costs
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
NM
|
|
||||
Loss on early extinguishment of debt
|
—
|
|
|
61
|
|
|
11
|
|
|
(61
|
)
|
|
(100.0
|
)%
|
||||
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(5
|
)
|
|
5
|
|
|
(8
|
)
|
|
160.0
|
%
|
||||
(Gain) loss on loans held for sale, net
|
(23
|
)
|
|
(30
|
)
|
|
(61
|
)
|
|
7
|
|
|
(23.3
|
)%
|
||||
Gain on sale of TDRs held for sale, net
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
NM
|
|
||||
Other miscellaneous expenses
|
391
|
|
|
448
|
|
|
505
|
|
|
(57
|
)
|
|
(12.7
|
)%
|
||||
|
$
|
3,432
|
|
|
$
|
3,556
|
|
|
$
|
3,526
|
|
|
$
|
(124
|
)
|
|
(3.5
|
)%
|
(1)
|
"Professional and legal expenses" and "regulatory charge" line items were combined in 2014. All prior periods presented have been reclassified to conform to this presentation.
|
•
|
History of earnings—In 2014, the Company has continued its positive earnings trend with positive earnings in 2014, 2013 and 2012. The Company has utilized all federal net operating losses and in 2014, utilized its remaining 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 $714 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.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
U.S. Treasury securities
|
$
|
177
|
|
|
$
|
57
|
|
|
$
|
54
|
|
Federal agency securities
|
573
|
|
|
425
|
|
|
555
|
|
|||
Obligations of states and political subdivisions
|
2
|
|
|
5
|
|
|
9
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
Residential agency
|
17,665
|
|
|
17,474
|
|
|
21,283
|
|
|||
Residential non-agency
|
8
|
|
|
9
|
|
|
13
|
|
|||
Commercial agency
|
2,173
|
|
|
1,154
|
|
|
725
|
|
|||
Commercial non-agency
|
1,494
|
|
|
1,211
|
|
|
1,098
|
|
|||
Corporate and other debt securities
|
1,990
|
|
|
2,827
|
|
|
2,835
|
|
|||
Equity securities
|
673
|
|
|
676
|
|
|
682
|
|
|||
|
$
|
24,755
|
|
|
$
|
23,838
|
|
|
$
|
27,254
|
|
|
Securities Maturing as of December 31, 2014
|
||||||||||||||||||
|
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
|
|
|
$
|
160
|
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
177
|
|
Federal agency securities
|
1
|
|
|
355
|
|
|
217
|
|
|
—
|
|
|
573
|
|
|||||
Obligations of states and political subdivisions
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential agency
|
—
|
|
|
162
|
|
|
1,177
|
|
|
16,326
|
|
|
17,665
|
|
|||||
Residential non-agency
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||
Commercial agency
|
—
|
|
|
340
|
|
|
1,425
|
|
|
408
|
|
|
2,173
|
|
|||||
Commercial non-agency
|
—
|
|
|
149
|
|
|
329
|
|
|
1,016
|
|
|
1,494
|
|
|||||
Corporate and other debt securities
|
77
|
|
|
609
|
|
|
970
|
|
|
334
|
|
|
1,990
|
|
|||||
|
$
|
89
|
|
|
$
|
1,776
|
|
|
$
|
4,123
|
|
|
$
|
18,094
|
|
|
$
|
24,082
|
|
Weighted-average yield
(2)
|
1.79
|
%
|
|
1.87
|
%
|
|
2.53
|
%
|
|
2.38
|
%
|
|
2.58
|
%
|
(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 2014 that the taxable-equivalent adjustments for the calculation of yields amounted to zero for the year ended December 31, 2014. 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.
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(In millions, net of unearned income)
|
||||||||||||||||||
Commercial and industrial
|
$
|
32,732
|
|
|
$
|
29,413
|
|
|
$
|
26,674
|
|
|
$
|
24,522
|
|
|
$
|
22,540
|
|
Commercial real estate mortgage—owner-occupied
|
8,263
|
|
|
9,495
|
|
|
10,095
|
|
|
11,166
|
|
|
12,046
|
|
|||||
Commercial real estate construction—owner-occupied
|
407
|
|
|
310
|
|
|
302
|
|
|
337
|
|
|
470
|
|
|||||
Total commercial
|
41,402
|
|
|
39,218
|
|
|
37,071
|
|
|
36,025
|
|
|
35,056
|
|
|||||
Commercial investor real estate mortgage
|
4,680
|
|
|
5,318
|
|
|
6,808
|
|
|
9,702
|
|
|
13,621
|
|
|||||
Commercial investor real estate construction
|
2,133
|
|
|
1,432
|
|
|
914
|
|
|
1,025
|
|
|
2,287
|
|
|||||
Total investor real estate
|
6,813
|
|
|
6,750
|
|
|
7,722
|
|
|
10,727
|
|
|
15,908
|
|
|||||
Residential first mortgage
|
12,315
|
|
|
12,163
|
|
|
12,963
|
|
|
13,784
|
|
|
14,898
|
|
|||||
Home equity
|
10,932
|
|
|
11,294
|
|
|
11,800
|
|
|
13,021
|
|
|
14,226
|
|
|||||
Indirect
|
3,642
|
|
|
3,075
|
|
|
2,336
|
|
|
1,848
|
|
|
1,592
|
|
|||||
Consumer credit card
|
1,009
|
|
|
948
|
|
|
906
|
|
|
987
|
|
|
—
|
|
|||||
Other consumer
|
1,194
|
|
|
1,161
|
|
|
1,197
|
|
|
1,202
|
|
|
1,184
|
|
|||||
Total consumer
|
29,092
|
|
|
28,641
|
|
|
29,202
|
|
|
30,842
|
|
|
31,900
|
|
|||||
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
|
Loans Maturing as of December 31, 2014
(1)
|
||||||||||||||
|
Within
One Year
|
|
After One
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Commercial and industrial
(2)
|
$
|
4,461
|
|
|
$
|
21,630
|
|
|
$
|
6,509
|
|
|
$
|
32,600
|
|
Commercial real estate mortgage—owner-occupied
|
930
|
|
|
4,135
|
|
|
3,198
|
|
|
8,263
|
|
||||
Commercial real estate construction—owner-occupied
|
15
|
|
|
149
|
|
|
243
|
|
|
407
|
|
||||
Total commercial
|
5,406
|
|
|
25,914
|
|
|
9,950
|
|
|
41,270
|
|
||||
Commercial investor real estate mortgage
|
1,260
|
|
|
2,937
|
|
|
483
|
|
|
4,680
|
|
||||
Commercial investor real estate construction
|
639
|
|
|
1,482
|
|
|
12
|
|
|
2,133
|
|
||||
Total investor real estate
|
1,899
|
|
|
4,419
|
|
|
495
|
|
|
6,813
|
|
||||
|
$
|
7,305
|
|
|
$
|
30,333
|
|
|
$
|
10,445
|
|
|
$
|
48,083
|
|
|
Predetermined
Rate
|
|
Variable
Rate
|
||||
|
(In millions)
|
||||||
Due after one year but within five years
|
$
|
5,319
|
|
|
$
|
25,014
|
|
Due after five years
|
6,707
|
|
|
3,738
|
|
||
|
$
|
12,026
|
|
|
$
|
28,752
|
|
|
2014
|
|
2013
(1)
|
|
Change 2014 vs. 2013
|
||||||||||||
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
|
Amount
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||
Real estate
|
$
|
5,533
|
|
|
13.4
|
%
|
|
$
|
4,992
|
|
|
12.7
|
%
|
|
$
|
541
|
|
Healthcare
|
4,544
|
|
|
11.0
|
|
|
4,805
|
|
|
12.3
|
|
|
(261)
|
||||
Manufacturing
(2)
|
4,114
|
|
|
9.9
|
|
|
3,831
|
|
|
9.8
|
|
|
283
|
||||
Financial services
(2)
|
3,436
|
|
|
8.3
|
|
|
3,265
|
|
|
8.3
|
|
|
171
|
||||
Wholesale goods
(2)
|
3,269
|
|
|
7.9
|
|
|
3,026
|
|
|
7.7
|
|
|
243
|
||||
Energy
|
2,845
|
|
|
6.9
|
|
|
2,070
|
|
|
5.3
|
|
|
775
|
||||
Retail trade
|
2,297
|
|
|
5.5
|
|
|
2,286
|
|
|
5.8
|
|
|
11
|
||||
Religious, leisure, personal and non-profit services
|
2,246
|
|
|
5.4
|
|
|
2,352
|
|
|
6.0
|
|
|
(106)
|
||||
Transportation and warehousing
(2)
|
2,209
|
|
|
5.3
|
|
|
2,220
|
|
|
5.7
|
|
|
(11)
|
||||
Restaurant, accommodation and lodging
|
2,058
|
|
|
5.0
|
|
|
1,959
|
|
|
5.0
|
|
|
99
|
||||
Government and public sector
|
1,956
|
|
|
4.7
|
|
|
1,437
|
|
|
3.7
|
|
|
519
|
||||
Educational services
|
1,654
|
|
|
4.0
|
|
|
1,579
|
|
|
4.0
|
|
|
75
|
||||
Professional, scientific and technical services
(2)
|
1,298
|
|
|
3.1
|
|
|
1,449
|
|
|
3.7
|
|
|
(151)
|
||||
Information
|
1,012
|
|
|
2.4
|
|
|
747
|
|
|
1.9
|
|
|
265
|
||||
Administrative, support, waste and repair
|
976
|
|
|
2.4
|
|
|
1,192
|
|
|
3.0
|
|
|
(216)
|
||||
Utilities
|
940
|
|
|
2.3
|
|
|
821
|
|
|
2.1
|
|
|
119
|
||||
Agriculture
|
852
|
|
|
2.1
|
|
|
859
|
|
|
2.2
|
|
|
(7)
|
||||
Other
|
163
|
|
|
0.4
|
|
|
328
|
|
|
0.8
|
|
|
(165)
|
||||
|
$
|
41,402
|
|
|
100.0
|
%
|
|
$
|
39,218
|
|
|
100.0
|
%
|
|
$
|
2,184
|
|
(1)
|
As customers' businesses evolve (e.g. up or down the vertical manufacturing chain), Regions may need to change the assigned business industry code used to define the customer relationship. When these changes occur, Regions does not recast the customer history for prior periods into the new classification because the business industry code used in the prior period was deemed appropriate. As a result, year over year changes may be impacted.
|
(2)
|
Regions' definition of indirect energy-related lending includes certain balances within each of these selected industry categories. As of December 31, 2014, total indirect energy-related lending was approximately $500 million.
|
|
First Lien
|
|
% of Total
|
|
Second Lien
|
|
% of Total
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||
2015
|
$
|
26
|
|
|
0.31
|
%
|
|
$
|
188
|
|
|
2.22
|
%
|
|
$
|
214
|
|
2016
|
28
|
|
|
0.34
|
|
|
38
|
|
|
0.45
|
|
|
66
|
|
|||
2017
|
5
|
|
|
0.06
|
|
|
11
|
|
|
0.13
|
|
|
16
|
|
|||
2018
|
15
|
|
|
0.18
|
|
|
25
|
|
|
0.29
|
|
|
40
|
|
|||
2019
|
116
|
|
|
1.37
|
|
|
105
|
|
|
1.24
|
|
|
221
|
|
|||
2020-2024
|
1,475
|
|
|
17.42
|
|
|
1,322
|
|
|
15.62
|
|
|
2,797
|
|
|||
2025-2029
|
2,418
|
|
|
28.56
|
|
|
2,688
|
|
|
31.75
|
|
|
5,106
|
|
|||
Thereafter
|
2
|
|
|
0.02
|
|
|
4
|
|
|
0.04
|
|
|
6
|
|
|||
Total
|
$
|
4,085
|
|
|
48.26
|
%
|
|
$
|
4,381
|
|
|
51.74
|
%
|
|
$
|
8,466
|
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
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%
|
$
|
435
|
|
|
$
|
198
|
|
|
$
|
633
|
|
|
$
|
733
|
|
|
$
|
416
|
|
|
$
|
1,034
|
|
80% - 100%
|
1,743
|
|
|
536
|
|
|
1,078
|
|
|
2,050
|
|
|
737
|
|
|
1,294
|
|
||||||
Below 80%
|
9,626
|
|
|
5,282
|
|
|
2,696
|
|
|
8,899
|
|
|
4,646
|
|
|
2,501
|
|
||||||
Data not available
|
511
|
|
|
179
|
|
|
330
|
|
|
481
|
|
|
199
|
|
|
467
|
|
||||||
|
$
|
12,315
|
|
|
$
|
6,195
|
|
|
$
|
4,737
|
|
|
$
|
12,163
|
|
|
$
|
5,998
|
|
|
$
|
5,296
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home
Equity
|
|
Indirect
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Below 620
|
$
|
827
|
|
|
$
|
345
|
|
|
$
|
318
|
|
|
$
|
377
|
|
|
$
|
52
|
|
|
$
|
82
|
|
620 - 680
|
1,031
|
|
|
544
|
|
|
491
|
|
|
500
|
|
|
150
|
|
|
140
|
|
||||||
681 - 720
|
1,355
|
|
|
740
|
|
|
617
|
|
|
550
|
|
|
231
|
|
|
181
|
|
||||||
Above 720
|
8,228
|
|
|
4,337
|
|
|
3,162
|
|
|
2,032
|
|
|
575
|
|
|
475
|
|
||||||
Data not available
|
874
|
|
|
229
|
|
|
149
|
|
|
183
|
|
|
1
|
|
|
316
|
|
||||||
|
$
|
12,315
|
|
|
$
|
6,195
|
|
|
$
|
4,737
|
|
|
$
|
3,642
|
|
|
$
|
1,009
|
|
|
$
|
1,194
|
|
|
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
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Allowance for loan losses at January 1
|
$
|
1,341
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,185
|
|
|
$
|
3,114
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
114
|
|
|
186
|
|
|
203
|
|
|
294
|
|
|
429
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
63
|
|
|
125
|
|
|
193
|
|
|
248
|
|
|
225
|
|
|||||
Commercial real estate construction—owner-occupied
|
2
|
|
|
1
|
|
|
8
|
|
|
8
|
|
|
25
|
|
|||||
Commercial investor real estate mortgage
|
23
|
|
|
69
|
|
|
226
|
|
|
685
|
|
|
879
|
|
|||||
Commercial investor real estate construction
|
1
|
|
|
1
|
|
|
46
|
|
|
195
|
|
|
565
|
|
|||||
Residential first mortgage
|
36
|
|
|
223
|
|
|
147
|
|
|
220
|
|
|
240
|
|
|||||
Home equity
|
93
|
|
|
159
|
|
|
266
|
|
|
353
|
|
|
432
|
|
|||||
Indirect
|
37
|
|
|
31
|
|
|
23
|
|
|
23
|
|
|
34
|
|
|||||
Consumer credit card
|
37
|
|
|
38
|
|
|
45
|
|
|
13
|
|
|
—
|
|
|||||
Other consumer
|
67
|
|
|
65
|
|
|
66
|
|
|
68
|
|
|
83
|
|
|||||
|
473
|
|
|
898
|
|
|
1,223
|
|
|
2,107
|
|
|
2,912
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
51
|
|
|
45
|
|
|
61
|
|
|
36
|
|
|
33
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
16
|
|
|
25
|
|
|
16
|
|
|
14
|
|
|
11
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Commercial investor real estate mortgage
|
22
|
|
|
35
|
|
|
36
|
|
|
27
|
|
|
14
|
|
|||||
Commercial investor real estate construction
|
5
|
|
|
5
|
|
|
9
|
|
|
6
|
|
|
10
|
|
|||||
Residential first mortgage
|
8
|
|
|
6
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|||||
Home equity
|
32
|
|
|
35
|
|
|
32
|
|
|
25
|
|
|
18
|
|
|||||
Indirect
|
13
|
|
|
10
|
|
|
8
|
|
|
10
|
|
|
15
|
|
|||||
Consumer credit card
|
5
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
14
|
|
|
14
|
|
|
15
|
|
|
16
|
|
|
16
|
|
|||||
|
166
|
|
|
182
|
|
|
184
|
|
|
137
|
|
|
120
|
|
|||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
63
|
|
|
141
|
|
|
142
|
|
|
258
|
|
|
396
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
47
|
|
|
100
|
|
|
177
|
|
|
234
|
|
|
214
|
|
|||||
Commercial real estate construction—owner-occupied
|
2
|
|
|
(2
|
)
|
|
8
|
|
|
8
|
|
|
24
|
|
|||||
Commercial investor real estate mortgage
|
1
|
|
|
34
|
|
|
190
|
|
|
658
|
|
|
865
|
|
|||||
Commercial investor real estate construction
|
(4
|
)
|
|
(4
|
)
|
|
37
|
|
|
189
|
|
|
555
|
|
|||||
Residential first mortgage
|
28
|
|
|
217
|
|
|
142
|
|
|
217
|
|
|
238
|
|
|||||
Home equity
|
61
|
|
|
124
|
|
|
234
|
|
|
328
|
|
|
414
|
|
|||||
Indirect
|
24
|
|
|
21
|
|
|
15
|
|
|
13
|
|
|
19
|
|
|||||
Consumer credit card
|
32
|
|
|
34
|
|
|
43
|
|
|
13
|
|
|
—
|
|
|||||
Other consumer
|
53
|
|
|
51
|
|
|
51
|
|
|
52
|
|
|
67
|
|
|||||
|
307
|
|
|
716
|
|
|
1,039
|
|
|
1,970
|
|
|
2,792
|
|
|||||
Provision for loan losses
|
69
|
|
|
138
|
|
|
213
|
|
|
1,530
|
|
|
2,863
|
|
|||||
Allowance for loan losses at December 31
|
$
|
1,103
|
|
|
$
|
1,341
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,185
|
|
Reserve for unfunded credit commitments at January 1
|
$
|
78
|
|
|
$
|
83
|
|
|
$
|
78
|
|
|
$
|
71
|
|
|
$
|
74
|
|
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(5
|
)
|
|
5
|
|
|
7
|
|
|
(3
|
)
|
|||||
Reserve for unfunded credit commitments at December 31
|
$
|
65
|
|
|
$
|
78
|
|
|
$
|
83
|
|
|
$
|
78
|
|
|
$
|
71
|
|
Allowance for credit losses at December 31
|
$
|
1,168
|
|
|
$
|
1,419
|
|
|
$
|
2,002
|
|
|
$
|
2,823
|
|
|
$
|
3,256
|
|
Loans, net of unearned income, outstanding at end of period
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
$
|
82,864
|
|
Average loans, net of unearned income, outstanding for the period
|
$
|
76,253
|
|
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
|
$
|
86,660
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to loans, net of unearned income
|
1.43
|
%
|
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|
3.84
|
%
|
|||||
Allowance for loan losses to non-performing loans, excluding loans held for sale
|
1.33x
|
|
|
1.24x
|
|
|
1.14x
|
|
|
1.16x
|
|
|
1.01x
|
|
|||||
Net charge-offs as percentage of average loans, net of unearned income
|
0.40
|
%
|
|
0.96
|
%
|
|
1.37
|
%
|
|
2.44
|
%
|
|
3.22
|
%
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||
|
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
|
$
|
428
|
|
|
42.4
|
%
|
|
$
|
427
|
|
|
39.4
|
%
|
|
$
|
497
|
|
|
36.1
|
%
|
|
$
|
586
|
|
|
31.6
|
%
|
|
$
|
641
|
|
|
27.2
|
%
|
Commercial real estate mortgage—owner-occupied
|
214
|
|
|
10.7
|
|
|
271
|
|
|
12.8
|
|
|
342
|
|
|
13.6
|
|
|
427
|
|
|
14.4
|
|
|
395
|
|
|
14.5
|
|
|||||
Commercial real estate construction—owner-occupied
|
12
|
|
|
0.5
|
|
|
13
|
|
|
0.4
|
|
|
8
|
|
|
0.4
|
|
|
17
|
|
|
0.4
|
|
|
19
|
|
|
0.6
|
|
|||||
Total commercial
|
654
|
|
|
53.6
|
|
|
711
|
|
|
52.6
|
|
|
847
|
|
|
50.1
|
|
|
1,030
|
|
|
46.4
|
|
|
1,055
|
|
|
42.3
|
|
|||||
Commercial investor real estate mortgage
|
122
|
|
|
6.0
|
|
|
210
|
|
|
7.1
|
|
|
424
|
|
|
9.2
|
|
|
784
|
|
|
12.5
|
|
|
1,030
|
|
|
16.4
|
|
|||||
Commercial investor real estate construction
|
28
|
|
|
2.8
|
|
|
26
|
|
|
1.9
|
|
|
45
|
|
|
1.2
|
|
|
207
|
|
|
1.3
|
|
|
340
|
|
|
2.8
|
|
|||||
Total investor real estate
|
150
|
|
|
8.8
|
|
|
236
|
|
|
9.0
|
|
|
469
|
|
|
10.4
|
|
|
991
|
|
|
13.8
|
|
|
1,370
|
|
|
19.2
|
|
|||||
Residential first mortgage
|
93
|
|
|
15.9
|
|
|
119
|
|
|
16.3
|
|
|
254
|
|
|
17.5
|
|
|
282
|
|
|
17.8
|
|
|
295
|
|
|
18.0
|
|
|||||
Home equity
|
90
|
|
|
14.1
|
|
|
160
|
|
|
15.1
|
|
|
252
|
|
|
16.0
|
|
|
356
|
|
|
16.8
|
|
|
414
|
|
|
17.2
|
|
|||||
Indirect
|
41
|
|
|
4.7
|
|
|
39
|
|
|
4.1
|
|
|
20
|
|
|
3.2
|
|
|
17
|
|
|
2.4
|
|
|
17
|
|
|
1.9
|
|
|||||
Consumer credit card
|
46
|
|
|
1.3
|
|
|
43
|
|
|
1.3
|
|
|
45
|
|
|
1.2
|
|
|
37
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Other consumer
|
29
|
|
|
1.6
|
|
|
33
|
|
|
1.6
|
|
|
32
|
|
|
1.6
|
|
|
32
|
|
|
1.5
|
|
|
34
|
|
|
1.4
|
|
|||||
Total consumer
|
299
|
|
|
37.6
|
|
|
394
|
|
|
38.4
|
|
|
603
|
|
|
39.5
|
|
|
724
|
|
|
39.8
|
|
|
760
|
|
|
38.5
|
|
|||||
|
$
|
1,103
|
|
|
100.0
|
%
|
|
$
|
1,341
|
|
|
100.0
|
%
|
|
$
|
1,919
|
|
|
100.0
|
%
|
|
$
|
2,745
|
|
|
100.0
|
%
|
|
$
|
3,185
|
|
|
100.0
|
%
|
|
2014
|
|
2013
|
||||||||||||
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
||||||||
|
(In millions)
|
||||||||||||||
Accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
251
|
|
|
$
|
33
|
|
|
$
|
468
|
|
|
$
|
58
|
|
Investor real estate
|
290
|
|
|
34
|
|
|
511
|
|
|
46
|
|
||||
Residential first mortgage
|
356
|
|
|
49
|
|
|
307
|
|
|
48
|
|
||||
Home equity
|
343
|
|
|
12
|
|
|
361
|
|
|
23
|
|
||||
Indirect
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other consumer
|
17
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
|
1,260
|
|
|
128
|
|
|
1,676
|
|
|
175
|
|
||||
Non-accrual status or 90 days past due and still accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
93
|
|
|
24
|
|
|
156
|
|
|
48
|
|
||||
Investor real estate
|
67
|
|
|
15
|
|
|
157
|
|
|
41
|
|
||||
Residential first mortgage
|
112
|
|
|
15
|
|
|
156
|
|
|
24
|
|
||||
Home equity
|
25
|
|
|
1
|
|
|
30
|
|
|
2
|
|
||||
|
297
|
|
|
55
|
|
|
499
|
|
|
115
|
|
||||
Total TDRs - Loans
|
$
|
1,557
|
|
|
$
|
183
|
|
|
$
|
2,175
|
|
|
$
|
290
|
|
|
|
|
|
|
|
|
|
||||||||
TDRs- Held For Sale
|
29
|
|
|
—
|
|
|
579
|
|
|
—
|
|
||||
Total TDRs
|
$
|
1,586
|
|
|
$
|
183
|
|
|
$
|
2,754
|
|
|
$
|
290
|
|
|
2014
|
||||||
|
Commercial
|
|
Investor
Real Estate |
||||
|
(In millions)
|
||||||
Balance, beginning of period
|
$
|
624
|
|
|
$
|
668
|
|
Inflows
|
234
|
|
|
92
|
|
||
Outflows
|
|
|
|
||||
Charge-offs
|
(38
|
)
|
|
(9
|
)
|
||
Foreclosure
|
(2
|
)
|
|
(3
|
)
|
||
Payments, sales and other
(1)
|
(474
|
)
|
|
(391
|
)
|
||
Balance, end of period
|
$
|
344
|
|
|
$
|
357
|
|
|
2013
|
||||||
|
Commercial
|
|
Investor
Real Estate |
||||
|
(In millions)
|
||||||
Balance, beginning of period
|
$
|
791
|
|
|
$
|
1,124
|
|
Inflows
|
420
|
|
|
239
|
|
||
Outflows
|
|
|
|
||||
Charge-offs
|
(71
|
)
|
|
(25
|
)
|
||
Foreclosure
|
(5
|
)
|
|
(10
|
)
|
||
Payments, sales and other
(1)
|
(511
|
)
|
|
(660
|
)
|
||
Balance, end of period
|
$
|
624
|
|
|
$
|
668
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Non-performing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
252
|
|
|
$
|
257
|
|
|
$
|
409
|
|
|
$
|
457
|
|
|
$
|
467
|
|
Commercial real estate mortgage—owner-occupied
|
238
|
|
|
303
|
|
|
439
|
|
|
590
|
|
|
606
|
|
|||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
17
|
|
|
14
|
|
|
25
|
|
|
29
|
|
|||||
Total commercial
|
493
|
|
|
577
|
|
|
862
|
|
|
1,072
|
|
|
1,102
|
|
|||||
Commercial investor real estate mortgage
|
123
|
|
|
238
|
|
|
457
|
|
|
734
|
|
|
1,265
|
|
|||||
Commercial investor real estate construction
|
2
|
|
|
10
|
|
|
20
|
|
|
180
|
|
|
452
|
|
|||||
Total investor real estate
|
125
|
|
|
248
|
|
|
477
|
|
|
914
|
|
|
1,717
|
|
|||||
Residential first mortgage
|
109
|
|
|
146
|
|
|
214
|
|
|
250
|
|
|
285
|
|
|||||
Home equity
|
102
|
|
|
111
|
|
|
128
|
|
|
136
|
|
|
56
|
|
|||||
Total consumer
|
211
|
|
|
257
|
|
|
342
|
|
|
386
|
|
|
341
|
|
|||||
Total non-performing loans, excluding loans held for sale
|
829
|
|
|
1,082
|
|
|
1,681
|
|
|
2,372
|
|
|
3,160
|
|
|||||
Non-performing loans held for sale
|
38
|
|
|
82
|
|
|
89
|
|
|
328
|
|
|
304
|
|
|||||
Total non-performing loans
(1)
|
867
|
|
|
1,164
|
|
|
1,770
|
|
|
2,700
|
|
|
3,464
|
|
|||||
Foreclosed properties
|
124
|
|
|
136
|
|
|
149
|
|
|
296
|
|
|
454
|
|
|||||
Total non-performing assets
(1)
|
$
|
991
|
|
|
$
|
1,300
|
|
|
$
|
1,919
|
|
|
$
|
2,996
|
|
|
$
|
3,918
|
|
Accruing loans 90 days past due:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
28
|
|
|
$
|
9
|
|
Commercial real estate mortgage—owner-occupied
|
5
|
|
|
6
|
|
|
6
|
|
|
9
|
|
|
6
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total commercial
|
12
|
|
|
12
|
|
|
25
|
|
|
37
|
|
|
16
|
|
|||||
Commercial investor real estate mortgage
|
3
|
|
|
6
|
|
|
11
|
|
|
13
|
|
|
5
|
|
|||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total investor real estate
|
3
|
|
|
6
|
|
|
11
|
|
|
13
|
|
|
6
|
|
|||||
Residential first mortgage
(2)
|
122
|
|
|
142
|
|
|
220
|
|
|
270
|
|
|
351
|
|
|||||
Home equity
|
63
|
|
|
75
|
|
|
87
|
|
|
93
|
|
|
198
|
|
|||||
Indirect
|
7
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|||||
Consumer credit card
|
12
|
|
|
12
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|||||
Other consumer
|
3
|
|
|
4
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|||||
Total consumer
|
207
|
|
|
238
|
|
|
327
|
|
|
383
|
|
|
555
|
|
|||||
|
$
|
222
|
|
|
$
|
256
|
|
|
$
|
363
|
|
|
$
|
433
|
|
|
$
|
577
|
|
Restructured loans not included in the categories above
|
$
|
1,260
|
|
|
$
|
1,676
|
|
|
$
|
2,789
|
|
|
$
|
2,850
|
|
|
$
|
1,483
|
|
Restructured loans held for sale not included in the categories above
|
$
|
1
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
—
|
|
Non-performing loans
(1)
to loans and non-performing loans held for sale
|
1.12
|
%
|
|
1.56
|
%
|
|
2.39
|
%
|
|
3.47
|
%
|
|
4.17
|
%
|
|||||
Non-performing assets
(1)
to loans, foreclosed properties and non-performing loans held for sale
|
1.28
|
%
|
|
1.74
|
%
|
|
2.59
|
%
|
|
3.83
|
%
|
|
4.69
|
%
|
(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 all guaranteed loans sold to 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 $125 million at
December 31, 2014
, $106 million at
December 31, 2013
, $87 million at
December 31, 2012
, $14 million at
December 31, 2011
and $8 million at
December 31, 2010
.
|
|
Non-Accrual Loans, Excluding Loans Held for Sale
2014
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer
(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
$
|
577
|
|
|
$
|
248
|
|
|
$
|
257
|
|
|
$
|
1,082
|
|
Additions
|
679
|
|
|
99
|
|
|
(44
|
)
|
|
734
|
|
||||
Net payments/other activity
|
(322
|
)
|
|
(153
|
)
|
|
—
|
|
|
(475
|
)
|
||||
Return to accrual
|
(141
|
)
|
|
(26
|
)
|
|
—
|
|
|
(167
|
)
|
||||
Charge-offs on non-accrual loans
(2)
|
(174
|
)
|
|
(23
|
)
|
|
(1
|
)
|
|
(198
|
)
|
||||
Transfers to held for sale
(3)
|
(89
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(103
|
)
|
||||
Transfers to foreclosed properties
|
(26
|
)
|
|
(7
|
)
|
|
—
|
|
|
(33
|
)
|
||||
Sales
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
||||
Balance at end of year
|
$
|
493
|
|
|
$
|
125
|
|
|
$
|
211
|
|
|
$
|
829
|
|
|
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
|
|
(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.
|
(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 $34 million and $93 million recorded upon transfer for the years ended
December 31, 2014
and
2013
, respectively.
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Balance at beginning of year
|
$
|
82
|
|
|
$
|
89
|
|
Transfers in
|
122
|
|
|
164
|
|
||
Sales
|
(107
|
)
|
|
(117
|
)
|
||
Writedowns
|
(6
|
)
|
|
(2
|
)
|
||
Loans moved from held for sale/other activity
|
(52
|
)
|
|
(40
|
)
|
||
Transfers to foreclosed properties
|
(1
|
)
|
|
(12
|
)
|
||
Balance at end of year
|
$
|
38
|
|
|
$
|
82
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Balance at beginning of year
|
$
|
136
|
|
|
$
|
149
|
|
Transfer from loans
|
159
|
|
|
229
|
|
||
Foreclosed property sold
|
(143
|
)
|
|
(199
|
)
|
||
Valuation adjustments, payments and other
|
(28
|
)
|
|
(43
|
)
|
||
Balance at end of year
|
$
|
124
|
|
|
$
|
136
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Non-interest-bearing demand
|
$
|
31,747
|
|
|
$
|
30,083
|
|
|
$
|
29,963
|
|
Savings
(1)
|
6,653
|
|
|
6,250
|
|
|
5,911
|
|
|||
Interest-bearing transaction
|
21,544
|
|
|
20,789
|
|
|
21,096
|
|
|||
Money market—domestic
(1)
|
25,396
|
|
|
25,435
|
|
|
24,750
|
|
|||
Money market—foreign
|
265
|
|
|
220
|
|
|
311
|
|
|||
Low-cost deposits
|
85,605
|
|
|
82,777
|
|
|
82,031
|
|
|||
Time deposits
|
8,595
|
|
|
9,608
|
|
|
13,443
|
|
|||
Customer deposits
|
94,200
|
|
|
92,385
|
|
|
95,474
|
|
|||
Corporate treasury time deposits
|
—
|
|
|
68
|
|
|
—
|
|
|||
|
$
|
94,200
|
|
|
$
|
92,453
|
|
|
$
|
95,474
|
|
(1)
|
In the fourth quarter of 2014, approximately $219 million of period end IRA account balances were reclassified from money market to savings. Prior period amounts have been revised to conform to the current period classification.
|
|
As of December 31, 2014
|
|||
|
S&P
|
Moody’s
|
Fitch
|
DBRS
|
Regions Financial Corporation
|
|
|
|
|
Senior notes
|
BBB
|
Ba1
|
BBB
|
BBB
|
Subordinated notes
|
BBB-
|
Ba2
|
BBB-
|
BBBL
|
Regions Bank
|
|
|
|
|
Short-term debt
|
A-2
|
P-3
|
F2
|
R-1L
|
Long-term bank deposits
(1)
|
N/A
|
Baa3
|
BBB+
|
BBBH
|
Long-term debt
|
BBB+
|
Baa3
|
BBB
|
BBBH
|
Subordinated debt
|
BBB
|
Ba1
|
BBB-
|
BBB
|
Outlook
|
Stable
|
Positive
|
Stable
|
Stable
|
|
As of December 31, 2013
|
|||
|
S&P
|
Moody’s
|
Fitch
|
DBRS
|
Regions Financial Corporation
|
|
|
|
|
Senior notes
|
BBB-
|
Ba1
|
BBB-
|
BBB
|
Subordinated notes
|
BB+
|
Ba2
|
BB+
|
BBBL
|
Regions Bank
|
|
|
|
|
Short-term debt
|
A-2
|
P-3
|
F3
|
R-2H
|
Long-term bank deposits
(1)
|
N/A
|
Baa3
|
BBB
|
BBBH
|
Long-term debt
|
BBB
|
Baa3
|
BBB-
|
BBBH
|
Subordinated debt
|
BBB-
|
Ba1
|
BB+
|
BBB
|
Outlook
|
Positive
|
Stable
|
Positive
|
Stable
|
(1)
|
S&P does not provide a rating for Long-term bank deposits therefore the rating is N/A.
|
•
|
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 less than one year 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 Formula 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 150% risk weight to high volatility commercial real estate exposures.
|
•
|
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.
|
•
|
Market risk is the risk to Regions’ financial condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates or equity prices.
|
•
|
Liquidity risk is the potential that the Company will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as "funding liquidity risk") or that it cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions ("market liquidity risk").
|
•
|
Credit risk is the risk of loss arising from a borrower or counterparty failing to meet a contractual obligation.
|
•
|
Operational risk arises from the potential that inadequate information systems, operational problems, breaches in internal controls, fraud or unforeseen catastrophes will result in unexpected losses.
|
•
|
Legal risk arises from the potential that lawsuits, adverse judgments or unenforceable contracts can disrupt or otherwise negatively affect the operations or financial condition of the Company.
|
•
|
Compliance risk is the risk arising from violations of or non-conformance with, laws, rules, regulations, prescribed practices, internal policies and procedures or ethical standards.
|
•
|
Reputational risk is the risk from negative publicity, whether or not warranted, that causes a decline in Regions’ customer base or share price or requires Regions to defend its actions to regulatory authorities, individual clients, the media or through the judicial system.
|
•
|
Strategic risk is the risk arising from adverse business decisions, improper implementation of decisions or lack of responsiveness to industry changes.
|
•
|
The first line of defense is any department, area or function that is accountable for any of the primary risk exposures listed above and performs one of the following:
|
◦
|
Engages in activities designed to generate revenue or reduce expenses
|
◦
|
Provides operational support or servicing to any department, area or function
|
◦
|
Provides technology services to any department, area or function
|
•
|
The second line of defense is any department, area or function that is independent from the first line of defense and has responsibility for identifying, measuring, mitigating, monitoring, and reporting aggregate risks. The second line of defense designs and implements a risk management framework to manage and control the Company’s risk-taking activities that includes well-defined roles and responsibilities for all associates and risk limits established for material activities. It also provides an independent assessment of the Company’s risk-taking activities as well as subject matter expertise and guidance to the first line of defense in highly technical areas such as regulatory compliance.
|
•
|
The third line of defense is any department, area or function that is independent from the first and second lines of defense and designed to evaluate the adequacy of and compliance with policies, procedures, and processes established by the first and second lines of defense under the risk management framework.
|
•
|
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, 2014
|
||
|
(In millions)
|
||
Gradual Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
214
|
|
+ 100 basis points
|
119
|
|
|
- 50 basis points
|
(79
|
)
|
|
|
|
||
Instantaneous Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
258
|
|
+ 100 basis points
|
156
|
|
|
- 50 basis points
|
(110
|
)
|
|
December 31, 2014
|
|||||||||||||||||||
|
Notional
Amount |
|
Estimated Fair Value
|
|
Weighted Average
|
|||||||||||||||
|
Gain
|
|
Loss
|
|
Maturity (Years)
|
|
Receive Rate
|
|
Pay Rate
|
|||||||||||
|
(Dollars in millions)
|
|||||||||||||||||||
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Derivatives in fair value hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Receive fixed/pay variable
|
$
|
2,038
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
2.0
|
|
|
1.1
|
%
|
|
0.2
|
%
|
Receive variable/pay fix
|
779
|
|
|
—
|
|
|
28
|
|
|
10.7
|
|
|
0.2
|
|
|
2.5
|
|
|||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Receive fixed/pay variable
|
8,050
|
|
|
38
|
|
|
31
|
|
|
3.6
|
|
|
1.3
|
|
|
0.2
|
|
|||
Total derivatives designated as hedging instruments
|
$
|
10,867
|
|
|
$
|
44
|
|
|
$
|
61
|
|
|
3.8
|
|
|
1.2
|
%
|
|
0.3
|
%
|
|
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)
|
$
|
4,266
|
|
|
$
|
2,988
|
|
|
$
|
916
|
|
|
$
|
425
|
|
|
$
|
85,605
|
|
|
$
|
94,200
|
|
Short-term borrowings
|
2,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,253
|
|
||||||
Long-term borrowings
|
858
|
|
|
7
|
|
|
1,492
|
|
|
1,105
|
|
|
—
|
|
|
3,462
|
|
||||||
Lease obligations
|
144
|
|
|
223
|
|
|
159
|
|
|
319
|
|
|
—
|
|
|
845
|
|
||||||
Purchase obligations
|
40
|
|
|
40
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
85
|
|
||||||
Benefit obligations
(3)
|
24
|
|
|
44
|
|
|
23
|
|
|
72
|
|
|
—
|
|
|
163
|
|
||||||
Commitments to fund low income housing partnerships
(4)
|
626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
626
|
|
||||||
Unrecognized tax benefits
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
||||||
Indemnification obligation
(6)
|
—
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
||||||
|
$
|
8,211
|
|
|
$
|
3,508
|
|
|
$
|
2,595
|
|
|
$
|
1,921
|
|
|
$
|
85,660
|
|
|
$
|
101,895
|
|
(1)
|
See Note 23 “Commitments, Contingencies and Guarantees” to the consolidated financial statements for the Company’s commercial commitments at
December 31, 2014
.
|
(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 includes commitments to make future investments, short-term construction loans and letters of credit, as well as the funded portions of these loans and letters of credit. All of these items are short-term in nature and the
|
(5)
|
Includes liabilities for unrecognized tax benefits of $50 million and tax-related interest and penalties of $5 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.
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
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
|
$
|
894
|
|
|
$
|
897
|
|
|
$
|
899
|
|
|
$
|
898
|
|
|
$
|
917
|
|
|
$
|
911
|
|
|
$
|
907
|
|
|
$
|
911
|
|
Total interest expense
|
74
|
|
|
76
|
|
|
77
|
|
|
82
|
|
|
85
|
|
|
87
|
|
|
99
|
|
|
113
|
|
||||||||
Net interest income
|
820
|
|
|
821
|
|
|
822
|
|
|
816
|
|
|
832
|
|
|
824
|
|
|
808
|
|
|
798
|
|
||||||||
Provision for loan losses
|
8
|
|
|
24
|
|
|
35
|
|
|
2
|
|
|
79
|
|
|
18
|
|
|
31
|
|
|
10
|
|
||||||||
Net interest income after provision for loan losses
|
812
|
|
|
797
|
|
|
787
|
|
|
814
|
|
|
753
|
|
|
806
|
|
|
777
|
|
|
788
|
|
||||||||
Total non-interest income, excluding securities gains, net
|
436
|
|
|
471
|
|
|
451
|
|
|
436
|
|
|
526
|
|
|
492
|
|
|
489
|
|
|
486
|
|
||||||||
Securities gains, net
|
12
|
|
|
7
|
|
|
6
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
8
|
|
|
15
|
|
||||||||
Total non-interest expense
|
969
|
|
|
826
|
|
|
820
|
|
|
817
|
|
|
946
|
|
|
884
|
|
|
884
|
|
|
842
|
|
||||||||
Income from continuing operations before income taxes
|
291
|
|
|
449
|
|
|
424
|
|
|
435
|
|
|
333
|
|
|
417
|
|
|
390
|
|
|
447
|
|
||||||||
Income tax expense
|
77
|
|
|
127
|
|
|
125
|
|
|
128
|
|
|
92
|
|
|
124
|
|
|
122
|
|
|
114
|
|
||||||||
Income from continuing operations
|
214
|
|
|
322
|
|
|
299
|
|
|
307
|
|
|
241
|
|
|
293
|
|
|
268
|
|
|
333
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from discontinued operations before income taxes
|
(5
|
)
|
|
5
|
|
|
2
|
|
|
19
|
|
|
(25
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
4
|
|
||||||||
Income tax expense (benefit)
|
(2
|
)
|
|
2
|
|
|
1
|
|
|
7
|
|
|
(11
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(3
|
)
|
|
3
|
|
|
1
|
|
|
12
|
|
|
(14
|
)
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
||||||||
Net income
|
$
|
211
|
|
|
$
|
325
|
|
|
$
|
300
|
|
|
$
|
319
|
|
|
$
|
227
|
|
|
$
|
293
|
|
|
$
|
267
|
|
|
$
|
335
|
|
Income from continuing operations available to common shareholders
|
$
|
198
|
|
|
$
|
302
|
|
|
$
|
291
|
|
|
$
|
299
|
|
|
$
|
233
|
|
|
$
|
285
|
|
|
$
|
260
|
|
|
$
|
325
|
|
Net income available to common shareholders
|
$
|
195
|
|
|
$
|
305
|
|
|
$
|
292
|
|
|
$
|
311
|
|
|
$
|
219
|
|
|
$
|
285
|
|
|
$
|
259
|
|
|
$
|
327
|
|
Earnings per common share from continuing operations:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.14
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
$
|
0.23
|
|
Diluted
|
0.14
|
|
|
0.22
|
|
|
0.21
|
|
|
0.21
|
|
|
0.17
|
|
|
0.20
|
|
|
0.18
|
|
|
0.23
|
|
||||||||
Earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.14
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.23
|
|
|
$
|
0.16
|
|
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
$
|
0.23
|
|
Diluted
|
0.14
|
|
|
0.22
|
|
|
0.21
|
|
|
0.22
|
|
|
0.16
|
|
|
0.20
|
|
|
0.18
|
|
|
0.23
|
|
||||||||
Cash dividends declared per share
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.03
|
|
|
0.03
|
|
|
0.03
|
|
|
0.03
|
|
|
0.01
|
|
||||||||
Market price:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
10.83
|
|
|
$
|
10.96
|
|
|
$
|
11.28
|
|
|
$
|
11.54
|
|
|
$
|
10.13
|
|
|
$
|
10.52
|
|
|
$
|
9.71
|
|
|
$
|
8.44
|
|
Low
|
8.85
|
|
|
9.65
|
|
|
9.80
|
|
|
9.79
|
|
|
9.19
|
|
|
8.84
|
|
|
7.62
|
|
|
7.13
|
|
(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
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions, except share data)
|
||||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
1,601
|
|
|
$
|
1,661
|
|
Interest-bearing deposits in other banks
|
2,303
|
|
|
3,612
|
|
||
Federal funds sold and securities purchased under agreements to resell
|
100
|
|
|
—
|
|
||
Trading account securities
|
106
|
|
|
111
|
|
||
Securities held to maturity (estimated fair value of $2,209 and $2,307, respectively)
|
2,175
|
|
|
2,353
|
|
||
Securities available for sale
|
22,580
|
|
|
21,485
|
|
||
Loans held for sale (includes $440 and $429 measured at fair value, respectively)
|
541
|
|
|
1,055
|
|
||
Loans, net of unearned income
|
77,307
|
|
|
74,609
|
|
||
Allowance for loan losses
|
(1,103
|
)
|
|
(1,341
|
)
|
||
Net loans
|
76,204
|
|
|
73,268
|
|
||
Other interest-earning assets
|
67
|
|
|
86
|
|
||
Premises and equipment, net
|
2,193
|
|
|
2,216
|
|
||
Interest receivable
|
310
|
|
|
313
|
|
||
Goodwill
|
4,816
|
|
|
4,816
|
|
||
Residential mortgage servicing rights at fair value
|
257
|
|
|
297
|
|
||
Other identifiable intangible assets
|
275
|
|
|
295
|
|
||
Other assets
|
6,151
|
|
|
5,828
|
|
||
Total assets
|
$
|
119,679
|
|
|
$
|
117,396
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
31,747
|
|
|
$
|
30,083
|
|
Interest-bearing
|
62,453
|
|
|
62,370
|
|
||
Total deposits
|
94,200
|
|
|
92,453
|
|
||
Borrowed funds:
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
1,753
|
|
|
2,182
|
|
||
Other short-term borrowings
|
500
|
|
|
—
|
|
||
Total short-term borrowings
|
2,253
|
|
|
2,182
|
|
||
Long-term borrowings
|
3,462
|
|
|
4,830
|
|
||
Total borrowed funds
|
5,715
|
|
|
7,012
|
|
||
Other liabilities
|
2,775
|
|
|
2,163
|
|
||
Total liabilities
|
102,690
|
|
|
101,628
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, authorized 10 million shares, par value $1.00 per share
|
|
|
|
||||
Non-cumulative perpetual, liquidation preference $1,000.00 per share, including related surplus, net of issuance costs; issued—1,000,000 and 500,000 shares, respectively
|
884
|
|
|
450
|
|
||
Common stock authorized 3 billion shares, par value $.01 per share:
|
|
|
|
||||
Issued including treasury stock—1,395,204,638 and 1,419,006,360 shares, respectively
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
18,767
|
|
|
19,216
|
|
||
Retained earnings (deficit)
|
(1,061
|
)
|
|
(2,216
|
)
|
||
Treasury stock, at cost—41,262,645 and 41,285,676 shares, respectively
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(238
|
)
|
|
(319
|
)
|
||
Total stockholders’ equity
|
16,989
|
|
|
15,768
|
|
||
Total liabilities and stockholders’ equity
|
$
|
119,679
|
|
|
$
|
117,396
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share data)
|
||||||||||
Interest income on:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
2,941
|
|
|
$
|
3,005
|
|
|
$
|
3,178
|
|
Securities - taxable
|
615
|
|
|
603
|
|
|
681
|
|
|||
Loans held for sale
|
22
|
|
|
29
|
|
|
33
|
|
|||
Trading account securities
|
3
|
|
|
3
|
|
|
2
|
|
|||
Other interest-earning assets
|
7
|
|
|
6
|
|
|
9
|
|
|||
Total interest income
|
3,588
|
|
|
3,646
|
|
|
3,903
|
|
|||
Interest expense on:
|
|
|
|
|
|
||||||
Deposits
|
105
|
|
|
135
|
|
|
284
|
|
|||
Short-term borrowings
|
2
|
|
|
2
|
|
|
2
|
|
|||
Long-term borrowings
|
202
|
|
|
247
|
|
|
317
|
|
|||
Total interest expense
|
309
|
|
|
384
|
|
|
603
|
|
|||
Net interest income
|
3,279
|
|
|
3,262
|
|
|
3,300
|
|
|||
Provision for loan losses
|
69
|
|
|
138
|
|
|
213
|
|
|||
Net interest income after provision for loan losses
|
3,210
|
|
|
3,124
|
|
|
3,087
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
695
|
|
|
734
|
|
|
756
|
|
|||
Card and ATM fees
|
334
|
|
|
319
|
|
|
314
|
|
|||
Mortgage income
|
149
|
|
|
236
|
|
|
363
|
|
|||
Securities gains (losses), net
|
27
|
|
|
26
|
|
|
48
|
|
|||
Other
|
616
|
|
|
704
|
|
|
619
|
|
|||
Total non-interest income
|
1,821
|
|
|
2,019
|
|
|
2,100
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
1,810
|
|
|
1,818
|
|
|
1,763
|
|
|||
Net occupancy expense
|
368
|
|
|
365
|
|
|
382
|
|
|||
Furniture and equipment expense
|
287
|
|
|
280
|
|
|
261
|
|
|||
Other
|
967
|
|
|
1,093
|
|
|
1,120
|
|
|||
Total non-interest expense
|
3,432
|
|
|
3,556
|
|
|
3,526
|
|
|||
Income from continuing operations before income taxes
|
1,599
|
|
|
1,587
|
|
|
1,661
|
|
|||
Income tax expense
|
457
|
|
|
452
|
|
|
482
|
|
|||
Income from continuing operations
|
1,142
|
|
|
1,135
|
|
|
1,179
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
21
|
|
|
(24
|
)
|
|
(99
|
)
|
|||
Income tax expense (benefit)
|
8
|
|
|
(11
|
)
|
|
(40
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
13
|
|
|
(13
|
)
|
|
(59
|
)
|
|||
Net income
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
Net income from continuing operations available to common shareholders
|
$
|
1,090
|
|
|
$
|
1,103
|
|
|
$
|
1,050
|
|
Net income available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,090
|
|
|
$
|
991
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
1,375
|
|
|
1,395
|
|
|
1,381
|
|
|||
Diluted
|
1,387
|
|
|
1,410
|
|
|
1,387
|
|
|||
Earnings per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.76
|
|
Diluted
|
0.79
|
|
|
0.78
|
|
|
0.76
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.72
|
|
Diluted
|
0.80
|
|
|
0.77
|
|
|
0.71
|
|
|||
Cash dividends declared per common share
|
0.18
|
|
|
0.10
|
|
|
0.04
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
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 zero, ($43) and zero tax effect, respectively)
|
—
|
|
|
(68
|
)
|
|
—
|
|
|||
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($5), ($3) and zero tax effect, respectively)
|
(9
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Net change in unrealized losses on securities transferred to held to maturity, net of tax
|
9
|
|
|
(64
|
)
|
|
—
|
|
|||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period (net of $131, ($268) and $90 tax effect, respectively)
|
214
|
|
|
(441
|
)
|
|
145
|
|
|||
Less: reclassification adjustments for securities gains (losses) realized in net income (net of $10, $9 and $17 tax effect, respectively)
|
17
|
|
|
17
|
|
|
31
|
|
|||
Net change in unrealized gains (losses) on securities available for sale, net of tax
|
197
|
|
|
(458
|
)
|
|
114
|
|
|||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivatives arising during the period (net of $60, ($15) and $31 tax effect, respectively)
|
96
|
|
|
(25
|
)
|
|
51
|
|
|||
Less: reclassification adjustments for gains (losses) realized in net income (net of $48, $33 and $25 tax effect, respectively)
|
78
|
|
|
53
|
|
|
42
|
|
|||
Net change in unrealized gains (losses) on derivative instruments, net of tax
|
18
|
|
|
(78
|
)
|
|
9
|
|
|||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
||||||
Net actuarial gains (losses) arising during the period (net of ($97), $108 and ($19) tax effect, respectively)
|
(159
|
)
|
|
171
|
|
|
(36
|
)
|
|||
Less: reclassification adjustments for amortization of actuarial loss and prior service cost realized in net income (net of ($9), ($25) and ($25) tax effect, respectively)
|
(16
|
)
|
|
(45
|
)
|
|
(47
|
)
|
|||
Net change from defined benefit pension plans and other post employment benefits, net of tax
|
(143
|
)
|
|
216
|
|
|
11
|
|
|||
Other comprehensive income (loss), net of tax
|
81
|
|
|
(384
|
)
|
|
134
|
|
|||
Comprehensive income
|
$
|
1,236
|
|
|
$
|
738
|
|
|
$
|
1,254
|
|
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 per share data)
|
||||||||||||||||||||||||||||||||
BALANCE AT JANUARY 1, 2012
|
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 employee benefit 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
|
)
|
|||||||
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, non-cumulative 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, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(68
|
)
|
|
(68
|
)
|
|||||||
Amortization of unrealized losses on securities transferred to held to maturity, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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 employee benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
216
|
|
|||||||
Cash dividends declared—$0.10 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||||
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
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,155
|
|
|
—
|
|
|
—
|
|
|
1,155
|
|
|||||||
Amortization of unrealized losses on securities transferred to held to maturity, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|||||||
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
197
|
|
|||||||
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||||||
Net change from employee benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
(143
|
)
|
|||||||
Cash dividends declared—$0.18 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||||||
Preferred stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net proceeds from issuance of 500 thousand shares of Series B, fixed to floating rate, non-cumulative perpetual preferred stock, including related surplus
|
—
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of share repurchase
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(256
|
)
|
|||||||
Impact of stock transactions under compensation plans, net
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||||
BALANCE AT DECEMBER 31, 2014
|
1
|
|
|
$
|
884
|
|
|
1,354
|
|
|
$
|
14
|
|
|
$
|
18,767
|
|
|
$
|
(1,061
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
(238
|
)
|
|
$
|
16,989
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
69
|
|
|
138
|
|
|
213
|
|
|||
Depreciation, amortization and accretion, net
|
523
|
|
|
645
|
|
|
717
|
|
|||
Provision (credit) for losses on other real estate, net
|
(14
|
)
|
|
18
|
|
|
22
|
|
|||
Securities (gains) losses, net
|
(27
|
)
|
|
(26
|
)
|
|
(48
|
)
|
|||
Gain on disposition of business
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||
Deferred income tax expense
|
195
|
|
|
379
|
|
|
434
|
|
|||
Originations and purchases of loans held for sale
|
(2,506
|
)
|
|
(4,075
|
)
|
|
(6,321
|
)
|
|||
Proceeds from sales of loans held for sale
|
2,589
|
|
|
5,051
|
|
|
6,002
|
|
|||
Gain on TDRs held for sale, net
|
(35
|
)
|
|
—
|
|
|
—
|
|
|||
(Gain) loss on sale of loans, net
|
(108
|
)
|
|
(113
|
)
|
|
(165
|
)
|
|||
(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
|
|
|
5
|
|
|
187
|
|
|||
Other interest-earning assets
|
19
|
|
|
814
|
|
|
(181
|
)
|
|||
Interest receivable and other assets
|
(187
|
)
|
|
712
|
|
|
823
|
|
|||
Other liabilities
|
421
|
|
|
(915
|
)
|
|
(353
|
)
|
|||
Other
|
(3
|
)
|
|
7
|
|
|
(1
|
)
|
|||
Net cash from operating activities
|
2,096
|
|
|
3,799
|
|
|
2,441
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities of securities held to maturity
|
178
|
|
|
76
|
|
|
5
|
|
|||
Proceeds from sales of securities available for sale
|
1,741
|
|
|
3,828
|
|
|
2,571
|
|
|||
Proceeds from maturities of securities available for sale
|
3,207
|
|
|
5,406
|
|
|
6,844
|
|
|||
Purchases of securities available for sale
|
(5,965
|
)
|
|
(7,050
|
)
|
|
(11,571
|
)
|
|||
Proceeds from sales of loans
|
696
|
|
|
193
|
|
|
887
|
|
|||
Purchases of loans
|
(1,077
|
)
|
|
(978
|
)
|
|
(882
|
)
|
|||
Purchases of mortgage servicing rights
|
(21
|
)
|
|
(28
|
)
|
|
—
|
|
|||
Net change in loans
|
(2,287
|
)
|
|
(1,386
|
)
|
|
2,478
|
|
|||
Net purchases of premises and equipment and other assets
|
(242
|
)
|
|
(186
|
)
|
|
(180
|
)
|
|||
Proceeds from disposition of business, net of cash transferred
|
—
|
|
|
—
|
|
|
855
|
|
|||
Net cash from investing activities
|
(3,770
|
)
|
|
(125
|
)
|
|
1,007
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
1,747
|
|
|
(3,021
|
)
|
|
(153
|
)
|
|||
Net change in short-term borrowings
|
71
|
|
|
608
|
|
|
(564
|
)
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
750
|
|
|
—
|
|
|||
Payments on long-term borrowings
|
(1,350
|
)
|
|
(1,719
|
)
|
|
(2,202
|
)
|
|||
Cash dividends on common stock
|
(247
|
)
|
|
(138
|
)
|
|
(54
|
)
|
|||
Cash dividends on preferred stock
|
(52
|
)
|
|
(32
|
)
|
|
(48
|
)
|
|||
Net proceeds from issuance of preferred stock
|
486
|
|
|
—
|
|
|
486
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
875
|
|
|||
Repurchase of common stock
|
(256
|
)
|
|
(340
|
)
|
|
—
|
|
|||
Repurchase of Series A preferred stock and warrant issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
(3,545
|
)
|
|||
Other
|
6
|
|
|
2
|
|
|
1
|
|
|||
Net cash from financing activities
|
405
|
|
|
(3,890
|
)
|
|
(5,204
|
)
|
|||
Net change in cash and cash equivalents
|
(1,269
|
)
|
|
(216
|
)
|
|
(1,756
|
)
|
|||
Cash and cash equivalents at beginning of year
|
5,273
|
|
|
5,489
|
|
|
7,245
|
|
|||
Cash and cash equivalents at end of year
|
$
|
4,004
|
|
|
$
|
5,273
|
|
|
$
|
5,489
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
314
|
|
|
$
|
416
|
|
|
$
|
644
|
|
Income taxes, net
|
296
|
|
|
54
|
|
|
80
|
|
|||
Non-cash transfers:
|
|
|
|
|
|
||||||
Loans held for sale and loans transferred to other real estate
|
125
|
|
|
227
|
|
|
297
|
|
|||
Loans transferred to loans held for sale
(1)
|
101
|
|
|
712
|
|
|
341
|
|
|||
Loans held for sale transferred to loans
|
4
|
|
|
26
|
|
|
8
|
|
|||
Properties transferred to held for sale
|
8
|
|
|
6
|
|
|
—
|
|
|||
Reduction of indemnification reserves
|
—
|
|
|
—
|
|
|
51
|
|
|||
Securities available for sale transferred to held to maturity
|
—
|
|
|
2,418
|
|
|
—
|
|
•
|
Credit quality trends,
|
•
|
Loss experience in particular portfolios,
|
•
|
Macroeconomic factors such as unemployment, real estate prices, or commodity pricing volatility,
|
•
|
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. Pricing received for U.S. Treasuries from third-party services is based on a market approach using dealer quotes from multiple active market makers and real-time trading systems. These valuations are Level 1 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 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.
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Equity method investments included in other assets
|
$
|
944
|
|
|
$
|
863
|
|
Unfunded commitments included in other liabilities
|
271
|
|
|
267
|
|
||
Short-term construction loans and letters of credit commitments
|
233
|
|
|
227
|
|
||
Funded portion of short-term loans and letters of credit
|
122
|
|
|
110
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share data)
|
||||||||||
Interest income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Interest expense
|
—
|
|
|
—
|
|
|
1
|
|
|||
Net interest income
|
—
|
|
|
—
|
|
|
7
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Brokerage, investment banking and capital markets
|
—
|
|
|
—
|
|
|
233
|
|
|||
Gain on sale
|
—
|
|
|
—
|
|
|
19
|
|
|||
Insurance proceeds
|
19
|
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
12
|
|
|||
Total non-interest income
|
19
|
|
|
—
|
|
|
264
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
—
|
|
|
—
|
|
|
171
|
|
|||
Net occupancy expense
|
—
|
|
|
—
|
|
|
9
|
|
|||
Furniture and equipment expense
|
—
|
|
|
—
|
|
|
8
|
|
|||
Professional and legal expenses
|
(3
|
)
|
|
23
|
|
|
152
|
|
|||
Other
|
1
|
|
|
1
|
|
|
30
|
|
|||
Total non-interest expense
|
(2
|
)
|
|
24
|
|
|
370
|
|
|||
Income (loss) from discontinued operations before income taxes
|
21
|
|
|
(24
|
)
|
|
(99
|
)
|
|||
Income tax expense (benefit)
|
8
|
|
|
(11
|
)
|
|
(40
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
13
|
|
|
$
|
(13
|
)
|
|
$
|
(59
|
)
|
Earnings (loss) per common share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.04
|
)
|
|
December 31, 2014
|
||||||||||||||||||||||||||
|
|
|
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
|
350
|
|
|
—
|
|
|
(12
|
)
|
|
338
|
|
|
6
|
|
|
—
|
|
|
344
|
|
|||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
1,698
|
|
|
—
|
|
|
(71
|
)
|
|
1,627
|
|
|
35
|
|
|
(1
|
)
|
|
1,661
|
|
|||||||
Commercial agency
|
216
|
|
|
—
|
|
|
(7
|
)
|
|
209
|
|
|
—
|
|
|
(6
|
)
|
|
203
|
|
|||||||
|
$
|
2,265
|
|
|
$
|
—
|
|
|
$
|
(90
|
)
|
|
$
|
2,175
|
|
|
$
|
41
|
|
|
$
|
(7
|
)
|
|
$
|
2,209
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176
|
|
|
|
|
|
|
$
|
176
|
|
||||
Federal agency securities
|
233
|
|
|
2
|
|
|
—
|
|
|
235
|
|
|
|
|
|
|
235
|
|
|||||||||
Obligations of states and political subdivisions
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
|
|
|
|
2
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
15,788
|
|
|
283
|
|
|
(33
|
)
|
|
16,038
|
|
|
|
|
|
|
16,038
|
|
|||||||||
Residential non-agency
|
7
|
|
|
1
|
|
|
—
|
|
|
8
|
|
|
|
|
|
|
8
|
|
|||||||||
Commercial agency
|
1,959
|
|
|
14
|
|
|
(9
|
)
|
|
1,964
|
|
|
|
|
|
|
1,964
|
|
|||||||||
Commercial non-agency
|
1,489
|
|
|
14
|
|
|
(9
|
)
|
|
1,494
|
|
|
|
|
|
|
1,494
|
|
|||||||||
Corporate and other debt securities
|
1,980
|
|
|
36
|
|
|
(26
|
)
|
|
1,990
|
|
|
|
|
|
|
1,990
|
|
|||||||||
Equity securities
|
662
|
|
|
12
|
|
|
(1
|
)
|
|
673
|
|
|
|
|
|
|
673
|
|
|||||||||
|
$
|
22,296
|
|
|
$
|
362
|
|
|
$
|
(78
|
)
|
|
$
|
22,580
|
|
|
|
|
|
|
$
|
22,580
|
|
|
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, 2014
|
|
December 31, 2013
|
||||
|
(In millions)
|
||||||
Federal Reserve Bank
|
$
|
488
|
|
|
$
|
472
|
|
Federal Home Loan Bank
|
39
|
|
|
67
|
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
(In millions)
|
||||||
Securities held to maturity:
|
|
|
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
351
|
|
|
345
|
|
||
Due after five years through ten years
|
—
|
|
|
—
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
1,698
|
|
|
1,661
|
|
||
Commercial agency
|
216
|
|
|
203
|
|
||
|
$
|
2,265
|
|
|
$
|
2,209
|
|
Securities available for sale:
|
|
|
|
||||
Due in one year or less
|
$
|
89
|
|
|
$
|
89
|
|
Due after one year through five years
|
774
|
|
|
786
|
|
||
Due after five years through ten years
|
1,196
|
|
|
1,192
|
|
||
Due after ten years
|
332
|
|
|
336
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
15,788
|
|
|
16,038
|
|
||
Residential non-agency
|
7
|
|
|
8
|
|
||
Commercial agency
|
1,959
|
|
|
1,964
|
|
||
Commercial non-agency
|
1,489
|
|
|
1,494
|
|
||
Equity securities
|
662
|
|
|
673
|
|
||
|
$
|
22,296
|
|
|
$
|
22,580
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
344
|
|
|
$
|
(6
|
)
|
|
$
|
344
|
|
|
$
|
(6
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
—
|
|
|
—
|
|
|
1,659
|
|
|
(37
|
)
|
|
1,659
|
|
|
(37
|
)
|
||||||
Commercial agency
|
—
|
|
|
—
|
|
|
203
|
|
|
(13
|
)
|
|
203
|
|
|
(13
|
)
|
||||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,206
|
|
|
$
|
(56
|
)
|
|
$
|
2,206
|
|
|
$
|
(56
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
—
|
|
Federal agency securities
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
1,178
|
|
|
(5
|
)
|
|
2,587
|
|
|
(28
|
)
|
|
3,765
|
|
|
(33
|
)
|
||||||
Commercial agency
|
464
|
|
|
(4
|
)
|
|
316
|
|
|
(5
|
)
|
|
780
|
|
|
(9
|
)
|
||||||
Commercial non-agency
|
242
|
|
|
(1
|
)
|
|
500
|
|
|
(8
|
)
|
|
742
|
|
|
(9
|
)
|
||||||
All other securities
|
400
|
|
|
(7
|
)
|
|
455
|
|
|
(20
|
)
|
|
855
|
|
|
(27
|
)
|
||||||
|
$
|
2,358
|
|
|
$
|
(17
|
)
|
|
$
|
3,864
|
|
|
$
|
(61
|
)
|
|
$
|
6,222
|
|
|
$
|
(78
|
)
|
|
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
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Gross realized gains
|
$
|
38
|
|
|
$
|
55
|
|
|
$
|
49
|
|
Gross realized losses
|
(8
|
)
|
|
(29
|
)
|
|
(1
|
)
|
|||
Other-than-temporary-impairment ("OTTI")
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Securities gains, net
|
$
|
27
|
|
|
$
|
26
|
|
|
$
|
48
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Commercial and industrial
|
$
|
32,732
|
|
|
$
|
29,413
|
|
Commercial real estate mortgage—owner-occupied
|
8,263
|
|
|
9,495
|
|
||
Commercial real estate construction—owner-occupied
|
407
|
|
|
310
|
|
||
Total commercial
|
41,402
|
|
|
39,218
|
|
||
Commercial investor real estate mortgage
|
4,680
|
|
|
5,318
|
|
||
Commercial investor real estate construction
|
2,133
|
|
|
1,432
|
|
||
Total investor real estate
|
6,813
|
|
|
6,750
|
|
||
Residential first mortgage
|
12,315
|
|
|
12,163
|
|
||
Home equity
|
10,932
|
|
|
11,294
|
|
||
Indirect
|
3,642
|
|
|
3,075
|
|
||
Consumer credit card
|
1,009
|
|
|
948
|
|
||
Other consumer
|
1,194
|
|
|
1,161
|
|
||
Total consumer
|
29,092
|
|
|
28,641
|
|
||
Total loans, net of unearned income
(1)
|
$
|
77,307
|
|
|
$
|
74,609
|
|
(1)
|
Loans are presented net of unearned income, unamortized discounts and premiums and net deferred loan costs of
$504 million
and
$576 million
at
December 31, 2014
and
2013
, respectively.
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Rentals receivable
|
$
|
402
|
|
|
$
|
442
|
|
Estimated residuals on leveraged leases
|
281
|
|
|
304
|
|
||
Unearned income on leveraged leases
|
332
|
|
|
387
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Pre-tax income from leveraged leases
|
$
|
38
|
|
|
$
|
45
|
|
|
$
|
43
|
|
Income tax expense on income from leveraged leases
|
33
|
|
|
37
|
|
|
35
|
|
|
2014
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2014
|
$
|
711
|
|
|
$
|
236
|
|
|
$
|
394
|
|
|
$
|
1,341
|
|
Provision (credit) for loan losses
|
55
|
|
|
(89
|
)
|
|
103
|
|
|
69
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(179
|
)
|
|
(24
|
)
|
|
(270
|
)
|
|
(473
|
)
|
||||
Recoveries
|
67
|
|
|
27
|
|
|
72
|
|
|
166
|
|
||||
Net loan losses
|
(112
|
)
|
|
3
|
|
|
(198
|
)
|
|
(307
|
)
|
||||
Allowance for loan losses, December 31, 2014
|
654
|
|
|
150
|
|
|
299
|
|
|
1,103
|
|
||||
Reserve for unfunded credit commitments, January 1, 2014
|
63
|
|
|
12
|
|
|
3
|
|
|
78
|
|
||||
Provision (credit) for unfunded credit losses
|
(6
|
)
|
|
(4
|
)
|
|
(3
|
)
|
|
(13
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2014
|
57
|
|
|
8
|
|
|
—
|
|
|
65
|
|
||||
Allowance for credit losses, December 31, 2014
|
$
|
711
|
|
|
$
|
158
|
|
|
$
|
299
|
|
|
$
|
1,168
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
186
|
|
|
$
|
65
|
|
|
$
|
78
|
|
|
$
|
329
|
|
Collectively evaluated for impairment
|
468
|
|
|
85
|
|
|
221
|
|
|
774
|
|
||||
Total allowance for loan losses
|
$
|
654
|
|
|
$
|
150
|
|
|
$
|
299
|
|
|
$
|
1,103
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
742
|
|
|
$
|
417
|
|
|
$
|
856
|
|
|
$
|
2,015
|
|
Collectively evaluated for impairment
|
40,660
|
|
|
6,396
|
|
|
28,236
|
|
|
75,292
|
|
||||
Total loans evaluated for impairment
|
$
|
41,402
|
|
|
$
|
6,813
|
|
|
$
|
29,092
|
|
|
$
|
77,307
|
|
|
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
|
|
•
|
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.
|
|
2014
|
||||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
$
|
31,492
|
|
|
$
|
626
|
|
|
$
|
362
|
|
|
$
|
252
|
|
|
$
|
32,732
|
|
Commercial real estate mortgage—owner-occupied
|
7,425
|
|
|
315
|
|
|
285
|
|
|
238
|
|
|
8,263
|
|
|||||
Commercial real estate construction—owner-occupied
|
387
|
|
|
9
|
|
|
8
|
|
|
3
|
|
|
407
|
|
|||||
Total commercial
|
$
|
39,304
|
|
|
$
|
950
|
|
|
$
|
655
|
|
|
$
|
493
|
|
|
$
|
41,402
|
|
Commercial investor real estate mortgage
|
$
|
4,152
|
|
|
$
|
234
|
|
|
$
|
171
|
|
|
$
|
123
|
|
|
$
|
4,680
|
|
Commercial investor real estate construction
|
2,060
|
|
|
22
|
|
|
49
|
|
|
2
|
|
|
2,133
|
|
|||||
Total investor real estate
|
$
|
6,212
|
|
|
$
|
256
|
|
|
$
|
220
|
|
|
$
|
125
|
|
|
$
|
6,813
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
$
|
12,206
|
|
|
$
|
109
|
|
|
$
|
12,315
|
|
||||
Home equity
|
|
|
|
|
10,830
|
|
|
102
|
|
|
10,932
|
|
|||||||
Indirect
|
|
|
|
|
3,642
|
|
|
—
|
|
|
3,642
|
|
|||||||
Consumer credit card
|
|
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|||||||
Other consumer
|
|
|
|
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|||||||
Total consumer
|
|
|
|
|
$
|
28,881
|
|
|
$
|
211
|
|
|
$
|
29,092
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
77,307
|
|
|
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
|
|
|
2014
|
||||||||||||||||||||||||||
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
30
|
|
|
$
|
32,480
|
|
|
$
|
252
|
|
|
$
|
32,732
|
|
Commercial real estate
mortgage—owner-occupied
|
21
|
|
|
13
|
|
|
5
|
|
|
39
|
|
|
8,025
|
|
|
238
|
|
|
8,263
|
|
|||||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
404
|
|
|
3
|
|
|
407
|
|
|||||||
Total commercial
|
38
|
|
|
20
|
|
|
12
|
|
|
70
|
|
|
40,909
|
|
|
493
|
|
|
41,402
|
|
|||||||
Commercial investor real estate mortgage
|
17
|
|
|
3
|
|
|
3
|
|
|
23
|
|
|
4,557
|
|
|
123
|
|
|
4,680
|
|
|||||||
Commercial investor real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
2
|
|
|
2,133
|
|
|||||||
Total investor real estate
|
17
|
|
|
3
|
|
|
3
|
|
|
23
|
|
|
6,688
|
|
|
125
|
|
|
6,813
|
|
|||||||
Residential first mortgage
|
99
|
|
|
64
|
|
|
247
|
|
|
410
|
|
|
12,206
|
|
|
109
|
|
|
12,315
|
|
|||||||
Home equity
|
73
|
|
|
38
|
|
|
63
|
|
|
174
|
|
|
10,830
|
|
|
102
|
|
|
10,932
|
|
|||||||
Indirect
|
43
|
|
|
10
|
|
|
7
|
|
|
60
|
|
|
3,642
|
|
|
—
|
|
|
3,642
|
|
|||||||
Consumer credit card
|
8
|
|
|
5
|
|
|
12
|
|
|
25
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|||||||
Other consumer
|
13
|
|
|
4
|
|
|
3
|
|
|
20
|
|
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|||||||
Total consumer
|
236
|
|
|
121
|
|
|
332
|
|
|
689
|
|
|
28,881
|
|
|
211
|
|
|
29,092
|
|
|||||||
|
$
|
291
|
|
|
$
|
144
|
|
|
$
|
347
|
|
|
$
|
782
|
|
|
$
|
76,478
|
|
|
$
|
829
|
|
|
$
|
77,307
|
|
|
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
|
|
|
Non-accrual Impaired Loans 2014
|
|||||||||||||||||||||||||
|
|
|
|
|
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
|
$
|
286
|
|
|
$
|
36
|
|
|
$
|
250
|
|
|
$
|
11
|
|
|
$
|
239
|
|
|
$
|
83
|
|
|
41.6
|
%
|
Commercial real estate mortgage—owner-occupied
|
267
|
|
|
29
|
|
|
238
|
|
|
43
|
|
|
195
|
|
|
69
|
|
|
36.7
|
|
||||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
33.3
|
|
||||||
Total commercial
|
556
|
|
|
65
|
|
|
491
|
|
|
54
|
|
|
437
|
|
|
153
|
|
|
39.2
|
|
||||||
Commercial investor real estate mortgage
|
162
|
|
|
39
|
|
|
123
|
|
|
26
|
|
|
97
|
|
|
30
|
|
|
42.6
|
|
||||||
Commercial investor real estate construction
|
3
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
66.7
|
|
||||||
Total investor real estate
|
165
|
|
|
40
|
|
|
125
|
|
|
26
|
|
|
99
|
|
|
31
|
|
|
43.0
|
|
||||||
Residential first mortgage
|
79
|
|
|
26
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
7
|
|
|
41.8
|
|
||||||
Home equity
|
22
|
|
|
7
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
1
|
|
|
36.4
|
|
||||||
Total consumer
|
101
|
|
|
33
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|
8
|
|
|
40.6
|
|
||||||
|
$
|
822
|
|
|
$
|
138
|
|
|
$
|
684
|
|
|
$
|
80
|
|
|
$
|
604
|
|
|
$
|
192
|
|
|
40.1
|
%
|
|
Accruing Impaired Loans 2014
|
|||||||||||||||||
|
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
|
$
|
102
|
|
|
$
|
3
|
|
|
$
|
99
|
|
|
$
|
17
|
|
|
19.6
|
%
|
Commercial real estate mortgage—owner-occupied
|
162
|
|
|
10
|
|
|
152
|
|
|
16
|
|
|
16.0
|
|
||||
Total commercial
|
264
|
|
|
13
|
|
|
251
|
|
|
33
|
|
|
17.4
|
|
||||
Commercial investor real estate mortgage
|
267
|
|
|
8
|
|
|
259
|
|
|
28
|
|
|
13.5
|
|
||||
Commercial investor real estate construction
|
33
|
|
|
—
|
|
|
33
|
|
|
6
|
|
|
18.2
|
|
||||
Total investor real estate
|
300
|
|
|
8
|
|
|
292
|
|
|
34
|
|
|
14.0
|
|
||||
Residential first mortgage
|
426
|
|
|
11
|
|
|
415
|
|
|
57
|
|
|
16.0
|
|
||||
Home equity
|
359
|
|
|
6
|
|
|
353
|
|
|
13
|
|
|
5.3
|
|
||||
Indirect
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||
Total consumer
|
805
|
|
|
17
|
|
|
788
|
|
|
70
|
|
|
10.8
|
|
||||
|
$
|
1,369
|
|
|
$
|
38
|
|
|
$
|
1,331
|
|
|
$
|
137
|
|
|
12.8
|
%
|
|
Total Impaired Loans 2014
|
|||||||||||||||||||||||||
|
|
|
|
|
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
|
$
|
388
|
|
|
$
|
39
|
|
|
$
|
349
|
|
|
$
|
11
|
|
|
$
|
338
|
|
|
$
|
100
|
|
|
35.8
|
%
|
Commercial real estate mortgage—owner-occupied
|
429
|
|
|
39
|
|
|
390
|
|
|
43
|
|
|
347
|
|
|
85
|
|
|
28.9
|
|
||||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
33.3
|
|
||||||
Total commercial
|
820
|
|
|
78
|
|
|
742
|
|
|
54
|
|
|
688
|
|
|
186
|
|
|
32.2
|
|
||||||
Commercial investor real estate mortgage
|
429
|
|
|
47
|
|
|
382
|
|
|
26
|
|
|
356
|
|
|
58
|
|
|
24.5
|
|
||||||
Commercial investor real estate construction
|
36
|
|
|
1
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
7
|
|
|
22.2
|
|
||||||
Total investor real estate
|
465
|
|
|
48
|
|
|
417
|
|
|
26
|
|
|
391
|
|
|
65
|
|
|
24.3
|
|
||||||
Residential first mortgage
|
505
|
|
|
37
|
|
|
468
|
|
|
—
|
|
|
468
|
|
|
64
|
|
|
20.0
|
|
||||||
Home equity
|
381
|
|
|
13
|
|
|
368
|
|
|
—
|
|
|
368
|
|
|
14
|
|
|
7.1
|
|
||||||
Indirect
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
906
|
|
|
50
|
|
|
856
|
|
|
—
|
|
|
856
|
|
|
78
|
|
|
14.1
|
|
||||||
|
$
|
2,191
|
|
|
$
|
176
|
|
|
$
|
2,015
|
|
|
$
|
80
|
|
|
$
|
1,935
|
|
|
$
|
329
|
|
|
23.0
|
%
|
(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 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.
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
365
|
|
|
$
|
9
|
|
|
$
|
629
|
|
|
$
|
14
|
|
|
$
|
707
|
|
|
$
|
16
|
|
Commercial real estate mortgage—owner-occupied
|
473
|
|
|
12
|
|
|
579
|
|
|
11
|
|
|
737
|
|
|
11
|
|
||||||
Commercial real estate construction—owner-occupied
|
32
|
|
|
1
|
|
|
38
|
|
|
1
|
|
|
23
|
|
|
—
|
|
||||||
Total commercial
|
870
|
|
|
22
|
|
|
1,246
|
|
|
26
|
|
|
1,467
|
|
|
27
|
|
||||||
Commercial investor real estate mortgage
|
498
|
|
|
21
|
|
|
995
|
|
|
32
|
|
|
1,510
|
|
|
40
|
|
||||||
Commercial investor real estate construction
|
61
|
|
|
3
|
|
|
115
|
|
|
6
|
|
|
210
|
|
|
7
|
|
||||||
Total investor real estate
|
559
|
|
|
24
|
|
|
1,110
|
|
|
38
|
|
|
1,720
|
|
|
47
|
|
||||||
Residential first mortgage
|
457
|
|
|
14
|
|
|
1,114
|
|
|
38
|
|
|
1,157
|
|
|
39
|
|
||||||
Home equity
|
380
|
|
|
20
|
|
|
406
|
|
|
21
|
|
|
439
|
|
|
22
|
|
||||||
Indirect
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Consumer credit card
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
20
|
|
|
1
|
|
|
32
|
|
|
2
|
|
|
47
|
|
|
3
|
|
||||||
Total consumer
|
860
|
|
|
35
|
|
|
1,555
|
|
|
61
|
|
|
1,645
|
|
|
64
|
|
||||||
Total impaired loans
|
$
|
2,289
|
|
|
$
|
81
|
|
|
$
|
3,911
|
|
|
$
|
125
|
|
|
$
|
4,832
|
|
|
$
|
138
|
|
|
2014
|
||||||||
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||
|
(Dollars in millions)
|
||||||||
Commercial and industrial
|
267
|
|
$
|
289
|
|
|
$
|
5
|
|
Commercial real estate mortgage—owner-occupied
|
272
|
|
226
|
|
|
4
|
|
||
Commercial real estate construction—owner-occupied
|
3
|
|
3
|
|
|
—
|
|
||
Total commercial
|
542
|
|
518
|
|
|
9
|
|
||
Commercial investor real estate mortgage
|
227
|
|
295
|
|
|
6
|
|
||
Commercial investor real estate construction
|
46
|
|
43
|
|
|
1
|
|
||
Total investor real estate
|
273
|
|
338
|
|
|
7
|
|
||
Residential first mortgage
|
573
|
|
114
|
|
|
17
|
|
||
Home equity
|
609
|
|
36
|
|
|
—
|
|
||
Consumer credit card
|
122
|
|
1
|
|
|
—
|
|
||
Indirect and other consumer
|
270
|
|
4
|
|
|
—
|
|
||
Total consumer
|
1,574
|
|
155
|
|
|
17
|
|
||
|
2,389
|
|
$
|
1,011
|
|
|
$
|
33
|
|
|
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
|
|
|
2014
|
|
2013
|
||||
|
|
||||||
Defaulted During the Period, Where Modified in a TDR Twelve Months Prior to Default
|
|
|
|
||||
Commercial and industrial
|
$
|
49
|
|
|
$
|
33
|
|
Commercial real estate mortgage—owner-occupied
|
17
|
|
|
30
|
|
||
Total commercial
|
66
|
|
|
63
|
|
||
Commercial investor real estate mortgage
|
7
|
|
|
92
|
|
||
Commercial investor real estate construction
|
1
|
|
|
26
|
|
||
Total investor real estate
|
8
|
|
|
118
|
|
||
Residential first mortgage
|
15
|
|
|
50
|
|
||
Home equity
|
3
|
|
|
5
|
|
||
Total consumer
|
18
|
|
|
55
|
|
||
|
$
|
92
|
|
|
$
|
236
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Carrying value, beginning of year
|
$
|
297
|
|
|
$
|
191
|
|
Additions
|
40
|
|
|
84
|
|
||
Increase (decrease) in fair value
(1)
:
|
|
|
|
||||
Due to change in valuation inputs or assumptions
|
(47
|
)
|
|
65
|
|
||
Economic amortization associated with borrower repayments
|
(33
|
)
|
|
(43
|
)
|
||
Carrying value, end of year
|
$
|
257
|
|
|
$
|
297
|
|
(1)
|
"Economic amortization associated with borrower repayments" includes both total loan payoffs as well as partial paydowns. Prior to the fourth quarter of 2014, this line item reflected total loan payoffs only, while partial paydowns were included in the "Due to change in valuation inputs or assumptions" line item. The 2014 and 2013 full-year amounts disclosed in the table have been reclassified to reflect the revised presentation.
|
|
2014
|
|
2013
|
||||
|
(Dollars in millions)
|
||||||
Unpaid principal balance
|
$
|
27,385
|
|
|
$
|
28,075
|
|
Weighted-average prepayment speed (CPR; percentage)
|
12.0
|
%
|
|
8.2
|
%
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(14
|
)
|
|
$
|
(11
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(27
|
)
|
|
$
|
(21
|
)
|
Option-adjusted spread (basis points)
|
898
|
|
|
895
|
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(8
|
)
|
|
$
|
(10
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(16
|
)
|
|
$
|
(20
|
)
|
Weighted-average coupon interest rate
|
4.4
|
%
|
|
4.5
|
%
|
||
Weighted-average remaining maturity (months)
|
279
|
|
|
279
|
|
||
Weighted-average servicing fee (basis points)
|
27.7
|
|
|
27.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Servicing related fees and other ancillary income
|
$
|
86
|
|
|
$
|
86
|
|
|
$
|
83
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Beginning balance
|
$
|
39
|
|
|
$
|
40
|
|
Additions (reductions)
|
(4
|
)
|
|
31
|
|
||
Losses
|
(9
|
)
|
|
(32
|
)
|
||
Ending balance
|
$
|
26
|
|
|
$
|
39
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Land
|
$
|
521
|
|
|
$
|
520
|
|
Premises and improvements
|
1,768
|
|
|
1,745
|
|
||
Furniture and equipment
|
1,028
|
|
|
1,000
|
|
||
Software
|
440
|
|
|
393
|
|
||
Leasehold improvements
|
405
|
|
|
396
|
|
||
Construction in progress
|
176
|
|
|
141
|
|
||
|
4,338
|
|
|
4,195
|
|
||
Accumulated depreciation and amortization
|
(2,145
|
)
|
|
(1,979
|
)
|
||
|
$
|
2,193
|
|
|
$
|
2,216
|
|
|
2014
|
||
|
(In millions)
|
||
Corporate Bank
|
$
|
2,258
|
|
Consumer Bank
|
2,095
|
|
|
Wealth Management
|
463
|
|
|
|
$
|
4,816
|
|
|
2013
|
||
|
(In millions)
|
||
Business Services
|
$
|
2,552
|
|
Consumer Services
|
1,797
|
|
|
Wealth Management
|
467
|
|
|
|
$
|
4,816
|
|
As of Fourth Quarter 2014
|
Corporate
Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|||
Discount rate used in income approach
|
11.25
|
%
|
|
11.50
|
%
|
|
11.75
|
%
|
Public company method market multiplier
(1)
|
1.6x
|
|
|
1.2x
|
|
|
16.5x
|
|
Transaction method market multiplier
(2)
|
1.8x
|
|
|
1.8x
|
|
|
25.8x
|
|
(1)
|
For the Corporate Bank and Consumer Bank 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 Corporate Bank reporting unit, a
35 percent
control premium was assumed for the Consumer Bank reporting unit and a
20 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 Corporate Bank and Consumer Bank 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 2013
|
Business
Services |
|
Consumer
Services |
|
Wealth
Management |
|||
Discount rate used in income approach
|
12.00
|
%
|
|
12.00
|
%
|
|
12.00
|
%
|
Public company method market multiplier
(1)
|
1.2x
|
|
|
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.
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Core deposit intangibles
|
$
|
1,011
|
|
|
$
|
1,011
|
|
|
$
|
888
|
|
|
$
|
863
|
|
|
$
|
123
|
|
|
$
|
148
|
|
Purchased credit card relationship assets
|
175
|
|
|
175
|
|
|
70
|
|
|
51
|
|
|
105
|
|
|
124
|
|
||||||
Customer relationship and employment agreement assets
|
44
|
|
|
27
|
|
|
16
|
|
|
11
|
|
|
28
|
|
|
16
|
|
||||||
Fannie Mae DUS license
(1)
|
|
|
|
|
|
|
|
|
15
|
|
|
—
|
|
||||||||||
Other
(2)
|
|
|
|
|
|
|
|
|
4
|
|
|
7
|
|
||||||||||
|
$
|
1,230
|
|
|
$
|
1,213
|
|
|
$
|
974
|
|
|
$
|
925
|
|
|
$
|
275
|
|
|
$
|
295
|
|
|
Year Ended December 31
|
||
|
(In millions)
|
||
2015
|
$
|
48
|
|
2016
|
43
|
|
|
2017
|
39
|
|
|
2018
|
33
|
|
|
2019
|
27
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Savings
(1)
|
$
|
6,653
|
|
|
$
|
6,250
|
|
Interest-bearing transaction
|
21,544
|
|
|
20,789
|
|
||
Money market—domestic
(1)
|
25,396
|
|
|
25,435
|
|
||
Money market—foreign
|
265
|
|
|
220
|
|
||
Time deposits
|
8,595
|
|
|
9,608
|
|
||
Interest-bearing customer deposits
|
62,453
|
|
|
62,302
|
|
||
Corporate treasury time deposits
|
—
|
|
|
68
|
|
||
|
$
|
62,453
|
|
|
$
|
62,370
|
|
(1)
|
In 2014, approximately
$219 million
individual retirement account ("IRA") balances were reclassified from money market to savings. Prior period amounts have been revised to conform to the current period classification.
|
|
|
||
|
December 31, 2014
|
||
|
(In millions)
|
||
2015
|
$
|
4,266
|
|
2016
|
1,828
|
|
|
2017
|
1,160
|
|
|
2018
|
815
|
|
|
2019
|
101
|
|
|
Thereafter
|
425
|
|
|
|
$
|
8,595
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Company funding sources:
|
|
|
|
||||
Federal funds purchased
|
$
|
—
|
|
|
$
|
11
|
|
Federal Home Loan Bank advances
|
500
|
|
|
—
|
|
||
|
500
|
|
|
11
|
|
||
Customer-related borrowings:
|
|
|
|
||||
Securities sold under agreements to repurchase
|
1,753
|
|
|
2,171
|
|
||
|
$
|
2,253
|
|
|
$
|
2,182
|
|
|
|
|
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Regions Financial Corporation (Parent):
|
|
|
|
||||
7.75% senior notes due November 2014
|
$
|
—
|
|
|
$
|
349
|
|
5.75% senior notes due June 2015
|
499
|
|
|
498
|
|
||
2.00% senior notes due May 2018
|
748
|
|
|
748
|
|
||
7.75% subordinated notes due September 2024
|
100
|
|
|
100
|
|
||
6.75% subordinated debentures due November 2025
|
160
|
|
|
161
|
|
||
7.375% subordinated notes due December 2037
|
300
|
|
|
300
|
|
||
Valuation adjustments on hedged long-term debt
|
(8
|
)
|
|
5
|
|
||
|
1,799
|
|
|
2,161
|
|
||
Regions Bank:
|
|
|
|
||||
Federal Home Loan Bank advances
|
8
|
|
|
1,009
|
|
||
5.20% subordinated notes due April 2015
|
350
|
|
|
349
|
|
||
7.50% subordinated notes due May 2018
|
750
|
|
|
750
|
|
||
6.45% subordinated notes due June 2037
|
497
|
|
|
497
|
|
||
Other long-term debt
|
57
|
|
|
58
|
|
||
Valuation adjustments on hedged long-term debt
|
1
|
|
|
6
|
|
||
|
1,663
|
|
|
2,669
|
|
||
|
$
|
3,462
|
|
|
$
|
4,830
|
|
|
December 31, 2014
(1)
|
|
Minimum
Requirement
|
|
To Be Well
Capitalized
|
|||||||
|
Amount
|
|
Ratio
|
|
||||||||
|
(Dollars in millions)
|
|||||||||||
Tier 1 capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
12,390
|
|
|
12.54
|
%
|
|
4.00
|
%
|
|
6.00
|
%
|
Regions Bank
|
12,095
|
|
|
12.30
|
|
|
4.00
|
|
|
6.00
|
|
|
Total capital:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
15,070
|
|
|
15.26
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Regions Bank
|
14,215
|
|
|
14.45
|
|
|
8.00
|
|
|
10.00
|
|
|
Leverage capital
(2)
:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
12,390
|
|
|
10.86
|
%
|
|
3.00
|
%
|
|
5.00
|
%
|
Regions Bank
|
12,095
|
|
|
10.64
|
|
|
3.00
|
|
|
5.00
|
|
|
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 capital
(2)
:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
11,258
|
|
|
10.03
|
%
|
|
3.00
|
%
|
|
5.00
|
%
|
Regions Bank
|
11,965
|
|
|
10.67
|
|
|
3.00
|
|
|
5.00
|
|
(1)
|
Current year Tier 1 capital, Total risk-based capital, and Leverage capital ratios are estimated.
|
(2)
|
The Leverage capital ratio requires an additional
100
to
200
basis-point cushion, in certain circumstances, of adjusted quarterly average assets.
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|||||||
|
Issuance Date
|
|
Earliest Redemption Date
|
|
Dividend Rate
|
|
Liquidation Amount
|
|
Carrying Amount
|
|
Carrying Amount
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Series A
|
11/1/2012
|
|
12/15/2017
|
|
6.375
|
%
|
|
|
$
|
500
|
|
|
$
|
419
|
|
|
$
|
450
|
|
Series B
|
4/29/2014
|
|
9/15/2024
|
|
6.375
|
%
|
(1)
|
|
500
|
|
|
465
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
1,000
|
|
|
$
|
884
|
|
|
$
|
450
|
|
|
2014
|
||||||||||||||||||
|
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
|
$
|
(64
|
)
|
|
$
|
(22
|
)
|
|
$
|
15
|
|
|
$
|
(248
|
)
|
|
$
|
(319
|
)
|
Net change
|
9
|
|
|
197
|
|
|
18
|
|
|
(143
|
)
|
|
81
|
|
|||||
End of year
|
$
|
(55
|
)
|
|
$
|
175
|
|
|
$
|
33
|
|
|
$
|
(391
|
)
|
|
$
|
(238
|
)
|
|
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
|
|
|
2014
|
|
2013
|
|
|
||||
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(1)
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
(1)
|
|
Affected Line Item in the Consolidated Statements of Income
|
||||
|
(In millions)
|
|
|
||||||
Unrealized losses on securities transferred to held to maturity:
|
|
|
|
|
|
||||
|
$
|
(14
|
)
|
|
$
|
(7
|
)
|
|
Net interest income
|
|
5
|
|
|
3
|
|
|
Tax (expense) or benefit
|
||
|
$
|
(9
|
)
|
|
$
|
(4
|
)
|
|
Net of tax
|
Unrealized gains and (losses) on available for sale securities:
|
|
|
|
|
|
||||
|
$
|
27
|
|
|
$
|
26
|
|
|
Securities gains, net
|
|
(10
|
)
|
|
(9
|
)
|
|
Tax (expense) or benefit
|
||
|
$
|
17
|
|
|
$
|
17
|
|
|
Net of tax
|
|
|
|
|
|
|
||||
Gains (losses) on cash flow hedges:
|
|
|
|
|
|
||||
Interest rate contracts
|
$
|
126
|
|
|
$
|
86
|
|
|
Net interest income
|
|
(48
|
)
|
|
(33
|
)
|
|
Tax (expense) or benefit
|
||
|
$
|
78
|
|
|
$
|
53
|
|
|
Net of tax
|
|
|
|
|
|
|
||||
Amortization of defined benefit plans and other post employment benefits items:
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
(2)
|
Actuarial gains (losses)
|
(24
|
)
|
|
(69
|
)
|
|
(2)
|
||
|
(25
|
)
|
|
(70
|
)
|
|
Total before tax
|
||
|
9
|
|
|
25
|
|
|
Tax (expense) or benefit
|
||
|
$
|
(16
|
)
|
|
$
|
(45
|
)
|
|
Net of tax
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
70
|
|
|
$
|
21
|
|
|
Net of tax
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,142
|
|
|
$
|
1,135
|
|
|
$
|
1,179
|
|
Preferred stock dividends and accretion
|
(52
|
)
|
|
(32
|
)
|
|
(129
|
)
|
|||
Income from continuing operations available to common shareholders
|
1,090
|
|
|
1,103
|
|
|
1,050
|
|
|||
Income (loss) from discontinued operations, net of tax
|
13
|
|
|
(13
|
)
|
|
(59
|
)
|
|||
Net income available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,090
|
|
|
$
|
991
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding—basic
|
1,375
|
|
|
1,395
|
|
|
1,381
|
|
|||
Potential common shares
|
12
|
|
|
15
|
|
|
6
|
|
|||
Weighted-average common shares outstanding—diluted
|
1,387
|
|
|
1,410
|
|
|
1,387
|
|
|||
Earnings per common share from continuing operations available to common shareholders
(1)
:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.79
|
|
|
$
|
0.79
|
|
|
$
|
0.76
|
|
Diluted
|
0.79
|
|
|
0.78
|
|
|
0.76
|
|
|||
Earnings (loss) per common share from discontinued operations
(1)
:
|
|
|
|
|
|
||||||
Basic
|
0.01
|
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||
Diluted
|
0.01
|
|
|
(0.01
|
)
|
|
(0.04
|
)
|
|||
Earnings per common share
(1)
:
|
|
|
|
|
|
||||||
Basic
|
0.80
|
|
|
0.78
|
|
|
0.72
|
|
|||
Diluted
|
0.80
|
|
|
0.77
|
|
|
0.71
|
|
(1)
|
Certain per share amounts may not appear to reconcile due to rounding.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Compensation cost of share-based compensation awards:
|
|
|
|
|
|
||||||
Restricted stock awards
|
$
|
47
|
|
|
$
|
35
|
|
|
$
|
23
|
|
Stock options
|
1
|
|
|
5
|
|
|
7
|
|
|||
Cash-settled restricted stock units
|
—
|
|
|
—
|
|
|
3
|
|
|||
Tax benefits related to compensation cost
|
(18
|
)
|
|
(15
|
)
|
|
(12
|
)
|
|||
Compensation cost of share-based compensation awards, net of tax
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
21
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic Value
(In millions)
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|||||
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.
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(2,249,932
|
)
|
|
4.61
|
|
|
|
|
|
|||
Canceled/Forfeited
|
(4,560,627
|
)
|
|
30.32
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
25,316,676
|
|
|
$
|
23.07
|
|
|
$
|
28
|
|
|
2.83 yrs.
|
Exercisable at December 31, 2014
|
25,316,676
|
|
|
$
|
23.07
|
|
|
$
|
28
|
|
|
2.83 yrs.
|
|
Number of
Shares/Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
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
|
|
Granted
|
5,368,113
|
|
|
11.22
|
|
|
Vested
|
(2,626,683
|
)
|
|
6.82
|
|
|
Forfeited
|
(526,219
|
)
|
|
8.09
|
|
|
Non-vested at December 31, 2014
|
18,427,409
|
|
|
$
|
8.07
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of year
|
$
|
1,777
|
|
|
$
|
2,004
|
|
|
$
|
165
|
|
|
$
|
163
|
|
|
$
|
1,942
|
|
|
$
|
2,167
|
|
Service cost
|
34
|
|
|
38
|
|
|
4
|
|
|
3
|
|
|
38
|
|
|
41
|
|
||||||
Interest cost
|
87
|
|
|
84
|
|
|
7
|
|
|
6
|
|
|
94
|
|
|
90
|
|
||||||
Actuarial (gains) losses
|
231
|
|
|
(269
|
)
|
|
18
|
|
|
2
|
|
|
249
|
|
|
(267
|
)
|
||||||
Benefit payments
|
(82
|
)
|
|
(77
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|
(89
|
)
|
|
(86
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||||
Projected benefit obligation, end of year
|
$
|
2,044
|
|
|
$
|
1,777
|
|
|
$
|
172
|
|
|
$
|
165
|
|
|
$
|
2,216
|
|
|
$
|
1,942
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
$
|
1,812
|
|
|
$
|
1,749
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,812
|
|
|
$
|
1,749
|
|
Actual return on plan assets
|
129
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
129
|
|
|
143
|
|
||||||
Company contributions
|
3
|
|
|
—
|
|
|
21
|
|
|
9
|
|
|
24
|
|
|
9
|
|
||||||
Benefit payments
|
(82
|
)
|
|
(77
|
)
|
|
(7
|
)
|
|
(9
|
)
|
|
(89
|
)
|
|
(86
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
||||||
Fair value of plan assets, end of year
|
$
|
1,859
|
|
|
$
|
1,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,859
|
|
|
$
|
1,812
|
|
Funded status and accrued benefit cost at measurement date
|
$
|
(185
|
)
|
|
$
|
35
|
|
|
$
|
(172
|
)
|
|
$
|
(165
|
)
|
|
$
|
(357
|
)
|
|
$
|
(130
|
)
|
Amount recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets (liabilities)
|
$
|
(185
|
)
|
|
$
|
35
|
|
|
$
|
(172
|
)
|
|
$
|
(165
|
)
|
|
$
|
(357
|
)
|
|
$
|
(130
|
)
|
Pre-tax amounts recognized in Accumulated Other Comprehensive (Income) Loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
593
|
|
|
$
|
374
|
|
|
$
|
47
|
|
|
$
|
36
|
|
|
$
|
640
|
|
|
$
|
410
|
|
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
1
|
|
|
2
|
|
||||||
|
$
|
593
|
|
|
$
|
374
|
|
|
$
|
48
|
|
|
$
|
38
|
|
|
$
|
641
|
|
|
$
|
412
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||
Service cost
|
$
|
34
|
|
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
38
|
|
|
$
|
41
|
|
|
$
|
40
|
|
|
Interest cost
|
87
|
|
|
84
|
|
|
84
|
|
|
7
|
|
|
6
|
|
|
6
|
|
|
94
|
|
|
90
|
|
|
90
|
|
||||||||||
Expected return on plan assets
|
(138
|
)
|
|
(132
|
)
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|
(132
|
)
|
|
(115
|
)
|
||||||||||
Amortization of actuarial loss
|
21
|
|
|
66
|
|
|
70
|
|
|
3
|
|
|
3
|
|
|
1
|
|
|
24
|
|
|
69
|
|
|
71
|
|
||||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||||||
Settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||||||
Net periodic pension cost
|
$
|
4
|
|
|
$
|
56
|
|
|
$
|
76
|
|
|
$
|
18
|
|
|
$
|
13
|
|
|
$
|
11
|
|
|
$
|
22
|
|
|
$
|
69
|
|
|
$
|
87
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||
|
(In millions)
|
||||||
Actuarial loss
|
$
|
43
|
|
|
$
|
3
|
|
Prior service cost
|
—
|
|
|
1
|
|
||
|
$
|
43
|
|
|
$
|
4
|
|
|
Qualified Plan
|
|
Non-Qualified Plans
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Discount rate
|
4.20
|
%
|
|
5.00
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
Rate of annual compensation increase
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||
Discount rate
|
5.00
|
%
|
|
4.25
|
%
|
|
4.60
|
%
|
|
4.50
|
%
|
|
3.65
|
%
|
|
4.35
|
%
|
Expected long-term rate of return on plan assets
|
7.75
|
%
|
|
7.75
|
%
|
|
7.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Rate of annual compensation increase
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
2014
|
|
2013
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agency securities
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
Collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Obligations of states and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Corporate bonds
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
171
|
|
||||||||
Unit investment trusts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||||||
Total fixed income securities
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
367
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
278
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
271
|
|
|
—
|
|
|
—
|
|
|
271
|
|
||||||||
International
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Total equity securities
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
296
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
287
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
||||||||
International
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total mutual funds
|
$
|
162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162
|
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income fund
|
—
|
|
|
298
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
227
|
|
|
—
|
|
|
227
|
|
||||||||
Common stock fund
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
||||||||
International fund
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||||||
|
$
|
—
|
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
641
|
|
|
$
|
—
|
|
|
$
|
641
|
|
International hedge funds
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
90
|
|
Real estate funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225
|
|
|
$
|
225
|
|
Private equity funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
70
|
|
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
498
|
|
|
$
|
1,058
|
|
|
$
|
303
|
|
|
$
|
1,859
|
|
|
$
|
418
|
|
|
$
|
1,098
|
|
|
$
|
296
|
|
|
$
|
1,812
|
|
|
Real estate funds
|
|
Private equity funds
|
|
Other assets
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Beginning balance, January 1, 2014
|
$
|
225
|
|
|
$
|
70
|
|
|
$
|
1
|
|
Actual return on plan assets:
|
|
|
|
|
|
||||||
Net appreciation (depreciation) in fair value of investments
|
13
|
|
|
24
|
|
|
—
|
|
|||
Purchases, sales, issuances, and settlements, net
|
(28
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Ending balance, December 31, 2014
|
$
|
210
|
|
|
$
|
92
|
|
|
$
|
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, 2014:
|
$
|
13
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Investment management and trust fee income
|
$
|
193
|
|
|
$
|
196
|
|
|
$
|
195
|
|
Insurance commissions and fees
|
124
|
|
|
114
|
|
|
109
|
|
|||
Bank-owned life insurance
|
85
|
|
|
82
|
|
|
81
|
|
|||
Capital markets fee income and other
|
73
|
|
|
87
|
|
|
83
|
|
|||
Commercial credit fee income
|
61
|
|
|
65
|
|
|
68
|
|
|||
Investment services fee income
|
43
|
|
|
34
|
|
|
27
|
|
|||
Leveraged lease termination gains, net
|
10
|
|
|
39
|
|
|
14
|
|
|||
Gain on sale of other assets
|
—
|
|
|
24
|
|
|
—
|
|
|||
Net loss from affordable housing
|
(66
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|||
Other miscellaneous income
|
93
|
|
|
112
|
|
|
91
|
|
|||
|
$
|
616
|
|
|
$
|
704
|
|
|
$
|
619
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Professional, legal and regulatory expenses
(1)
|
$
|
235
|
|
|
$
|
190
|
|
|
$
|
114
|
|
Outside services
|
131
|
|
|
106
|
|
|
82
|
|
|||
Marketing
|
95
|
|
|
98
|
|
|
87
|
|
|||
Deposit administrative fees
|
75
|
|
|
125
|
|
|
162
|
|
|||
Amortization of other intangibles
|
51
|
|
|
54
|
|
|
109
|
|
|||
Credit/checkcard expenses
|
44
|
|
|
41
|
|
|
64
|
|
|||
Branch consolidation, property and equipment charges
|
16
|
|
|
5
|
|
|
—
|
|
|||
REIT investment early termination costs
|
—
|
|
|
—
|
|
|
42
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
61
|
|
|
11
|
|
|||
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(5
|
)
|
|
5
|
|
|||
(Gain) loss on loans held for sale, net
|
(23
|
)
|
|
(30
|
)
|
|
(61
|
)
|
|||
Gain on sale of TDRs held for sale, net
|
(35
|
)
|
|
—
|
|
|
—
|
|
|||
Other miscellaneous expenses
|
391
|
|
|
448
|
|
|
505
|
|
|||
|
$
|
967
|
|
|
$
|
1,093
|
|
|
$
|
1,120
|
|
(1)
|
"Professional and legal expenses" and "regulatory charge" line items were combined in 2014. All prior periods presented have been reclassified to conform to this presentation.
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Current income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
269
|
|
|
$
|
88
|
|
|
$
|
(20
|
)
|
State
|
15
|
|
|
19
|
|
|
16
|
|
|||
Total current expense (benefit)
|
$
|
284
|
|
|
$
|
107
|
|
|
$
|
(4
|
)
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
106
|
|
|
$
|
356
|
|
|
$
|
383
|
|
State
|
67
|
|
|
(11
|
)
|
|
103
|
|
|||
Total deferred expense
|
$
|
173
|
|
|
$
|
345
|
|
|
$
|
486
|
|
Total income tax expense
|
$
|
457
|
|
|
$
|
452
|
|
|
$
|
482
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(Dollars in millions)
|
||||||||||
Tax on income from continuing operations computed at statutory federal income tax rate
|
$
|
560
|
|
|
$
|
555
|
|
|
$
|
582
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
State income tax, net of federal tax effect
|
53
|
|
|
5
|
|
|
77
|
|
|||
Affordable housing credits and other credits
|
(111
|
)
|
|
(108
|
)
|
|
(108
|
)
|
|||
Tax-exempt income from obligations of states and political subdivisions
|
(36
|
)
|
|
(32
|
)
|
|
(29
|
)
|
|||
Bank-owned life insurance
|
(33
|
)
|
|
(33
|
)
|
|
(32
|
)
|
|||
Lease financing
|
25
|
|
|
38
|
|
|
24
|
|
|||
Regulatory charge (recovery), net
|
1
|
|
|
20
|
|
|
—
|
|
|||
Federal audit settlement
|
—
|
|
|
—
|
|
|
(61
|
)
|
|||
Other, net
|
(2
|
)
|
|
7
|
|
|
29
|
|
|||
Income tax expense
|
$
|
457
|
|
|
$
|
452
|
|
|
$
|
482
|
|
Effective tax rate
|
28.6
|
%
|
|
28.5
|
%
|
|
29.0
|
%
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
444
|
|
|
$
|
539
|
|
Accrued expenses
|
193
|
|
|
191
|
|
||
Unrealized gains and losses included in stockholders’ equity
|
146
|
|
|
196
|
|
||
State net operating loss carryfowards, net of federal tax effect
|
134
|
|
|
176
|
|
||
Employee benefits and deferred compensation
|
126
|
|
|
109
|
|
||
Federal tax credit carryforwards
|
10
|
|
|
74
|
|
||
Other
|
62
|
|
|
96
|
|
||
Total deferred tax assets
|
1,115
|
|
|
1,381
|
|
||
Less: valuation allowance
|
(32
|
)
|
|
(36
|
)
|
||
Total deferred tax assets less valuation allowance
|
1,083
|
|
|
1,345
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Lease financing
|
418
|
|
|
413
|
|
||
Goodwill and intangibles
|
171
|
|
|
188
|
|
||
Mortgage servicing rights
|
79
|
|
|
96
|
|
||
Fixed assets
|
23
|
|
|
15
|
|
||
Other
|
25
|
|
|
21
|
|
||
Total deferred tax liabilities
|
716
|
|
|
733
|
|
||
Net deferred tax asset
|
$
|
367
|
|
|
$
|
612
|
|
|
Expiration Dates
|
|
Deferred Tax
Asset Balance
|
|
Valuation
Allowance
|
|
Net Deferred Tax
Asset Balance
|
|
Pre-Tax
Earnings
Necessary to
Realize
(1)
|
||||
Alternate minimum tax credits-federal
|
None
(2)
|
|
10
|
|
|
—
|
|
|
10
|
|
|
N/A
|
|
Net operating losses-states
|
2015-2019
|
|
59
|
|
|
(5
|
)
|
|
54
|
|
|
1,283
|
|
Net operating losses-states
|
2020-2026
|
|
49
|
|
|
(17
|
)
|
|
32
|
|
|
745
|
|
Net operating losses-states
|
2027-2034
|
|
26
|
|
|
(7
|
)
|
|
19
|
|
|
485
|
|
Other credits-states
|
2015-2019
|
|
7
|
|
|
(3
|
)
|
|
4
|
|
|
N/A
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
51
|
|
|
$
|
55
|
|
|
$
|
94
|
|
Additions based on tax positions related to the current year
|
3
|
|
|
2
|
|
|
24
|
|
|||
Additions based on tax positions taken in a prior period
|
—
|
|
|
4
|
|
|
11
|
|
|||
Reductions based on tax positions taken in a prior period
|
(1
|
)
|
|
(10
|
)
|
|
(63
|
)
|
|||
Settlements
|
(3
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Balance at end of year
|
$
|
50
|
|
|
$
|
51
|
|
|
$
|
55
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
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
|
$
|
2,817
|
|
|
$
|
6
|
|
|
$
|
30
|
|
|
$
|
4,241
|
|
|
$
|
70
|
|
|
$
|
29
|
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
8,050
|
|
|
38
|
|
|
31
|
|
|
5,800
|
|
|
5
|
|
|
80
|
|
||||||
Total derivatives designated as hedging instruments
|
$
|
10,867
|
|
|
$
|
44
|
|
|
$
|
61
|
|
|
$
|
10,041
|
|
|
$
|
75
|
|
|
$
|
109
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
45,860
|
|
|
$
|
941
|
|
|
$
|
972
|
|
|
$
|
46,591
|
|
|
$
|
1,078
|
|
|
$
|
1,142
|
|
Interest rate options
|
3,016
|
|
|
10
|
|
|
2
|
|
|
2,865
|
|
|
9
|
|
|
4
|
|
||||||
Interest rate futures and forward commitments
|
17,978
|
|
|
3
|
|
|
8
|
|
|
13,357
|
|
|
9
|
|
|
2
|
|
||||||
Other contracts
|
4,149
|
|
|
217
|
|
|
211
|
|
|
2,535
|
|
|
48
|
|
|
44
|
|
||||||
Total derivatives not designated as hedging instruments
|
$
|
71,003
|
|
|
$
|
1,171
|
|
|
$
|
1,193
|
|
|
$
|
65,348
|
|
|
$
|
1,144
|
|
|
$
|
1,192
|
|
Total derivatives
|
$
|
81,870
|
|
|
$
|
1,215
|
|
|
$
|
1,254
|
|
|
$
|
75,389
|
|
|
$
|
1,219
|
|
|
$
|
1,301
|
|
(1)
|
Derivatives in a gain position are recorded as other assets and derivatives in a 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
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In millions)
|
|
|
|
(In millions)
|
||||||||||||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt/CDs
|
$
|
24
|
|
|
$
|
57
|
|
|
$
|
104
|
|
|
Interest expense
|
|
$
|
19
|
|
|
$
|
8
|
|
|
$
|
12
|
|
Debt/CDs
|
(6
|
)
|
|
(76
|
)
|
|
(50
|
)
|
|
Other non-interest expense
|
|
9
|
|
|
66
|
|
|
41
|
|
||||||
Securities available for sale
|
(16
|
)
|
|
(6
|
)
|
|
—
|
|
|
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Securities available for sale
|
(60
|
)
|
|
33
|
|
|
—
|
|
|
Other non-interest expense
|
|
51
|
|
|
(33
|
)
|
|
—
|
|
||||||
Total
|
$
|
(58
|
)
|
|
$
|
8
|
|
|
$
|
54
|
|
|
|
|
$
|
79
|
|
|
$
|
41
|
|
|
$
|
53
|
|
|
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)
|
||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
(In millions)
|
|
|
|
(In millions)
|
||||||||||||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
15
|
|
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
Interest income on loans
|
|
$
|
131
|
|
|
$
|
101
|
|
|
$
|
82
|
|
Forward starting swaps
|
3
|
|
|
9
|
|
|
9
|
|
|
Interest expense on debt
|
|
(5
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Total
|
$
|
18
|
|
|
$
|
(78
|
)
|
|
$
|
9
|
|
|
|
|
$
|
126
|
|
|
$
|
86
|
|
|
$
|
67
|
|
Derivatives Not Designated as Hedging Instruments
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Capital markets fee income and other
(1)
:
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
12
|
|
|
$
|
25
|
|
|
$
|
29
|
|
Interest rate options
|
—
|
|
|
2
|
|
|
(1
|
)
|
|||
Interest rate futures and forward commitments
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|||
Other contracts
|
13
|
|
|
14
|
|
|
10
|
|
|||
Total capital markets fee income and other
|
24
|
|
|
42
|
|
|
37
|
|
|||
Mortgage income:
|
|
|
|
|
|
||||||
Interest rate swaps
|
35
|
|
|
(32
|
)
|
|
28
|
|
|||
Interest rate options
|
1
|
|
|
(18
|
)
|
|
7
|
|
|||
Interest rate futures and forward commitments
|
2
|
|
|
(3
|
)
|
|
35
|
|
|||
Total mortgage income
|
38
|
|
|
(53
|
)
|
|
70
|
|
|||
|
$
|
62
|
|
|
$
|
(11
|
)
|
|
$
|
107
|
|
|
Offsetting Derivative Assets
|
|
Offsetting Derivative Liabilities
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
(In millions)
|
||||||||||||||
Gross amounts subject to offsetting
|
$
|
1,157
|
|
|
$
|
1,165
|
|
|
$
|
1,195
|
|
|
$
|
1,257
|
|
Gross amounts not subject to offsetting
|
58
|
|
|
54
|
|
|
59
|
|
|
44
|
|
||||
Gross amounts recognized
|
1,215
|
|
|
1,219
|
|
|
1,254
|
|
|
1,301
|
|
||||
Gross amounts offset in the consolidated balance sheets
(1)
|
815
|
|
|
774
|
|
|
1,054
|
|
|
1,233
|
|
||||
Net amounts presented in the consolidated balance sheets
|
400
|
|
|
445
|
|
|
200
|
|
|
68
|
|
||||
Gross amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Financial instruments
|
8
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
Cash collateral received/posted
|
—
|
|
|
—
|
|
|
29
|
|
|
24
|
|
||||
Net amounts
|
$
|
392
|
|
|
$
|
435
|
|
|
$
|
171
|
|
|
$
|
44
|
|
|
2014
|
|
|
2013
|
||||||||||||||||||||||||||||
|
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
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176
|
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56
|
|
Federal agency securities
|
—
|
|
|
235
|
|
|
—
|
|
|
235
|
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||||||
Obligations of states and political subdivisions
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||||||
Mortgage-backed securities (MBS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential agency
|
—
|
|
|
16,038
|
|
|
—
|
|
|
16,038
|
|
|
|
—
|
|
|
15,677
|
|
|
—
|
|
|
15,677
|
|
||||||||
Residential non-agency
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||||||
Commercial agency
|
—
|
|
|
1,964
|
|
|
—
|
|
|
1,964
|
|
|
|
—
|
|
|
935
|
|
|
—
|
|
|
935
|
|
||||||||
Commercial non-agency
|
—
|
|
|
1,494
|
|
|
—
|
|
|
1,494
|
|
|
|
—
|
|
|
1,211
|
|
|
—
|
|
|
1,211
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
1,987
|
|
|
3
|
|
|
1,990
|
|
|
|
—
|
|
|
2,825
|
|
|
2
|
|
|
2,827
|
|
||||||||
Equity securities
(1)
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
|
137
|
|
|
—
|
|
|
—
|
|
|
137
|
|
||||||||
Total securities available for sale
|
$
|
322
|
|
|
$
|
21,720
|
|
|
$
|
11
|
|
|
$
|
22,053
|
|
|
|
$
|
193
|
|
|
$
|
20,742
|
|
|
$
|
11
|
|
|
$
|
20,946
|
|
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
440
|
|
|
$
|
—
|
|
|
$
|
440
|
|
|
|
$
|
—
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
429
|
|
Residential mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
257
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
297
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
985
|
|
|
$
|
—
|
|
|
$
|
985
|
|
|
|
$
|
—
|
|
|
$
|
1,153
|
|
|
$
|
—
|
|
|
$
|
1,153
|
|
Interest rate options
|
—
|
|
|
2
|
|
|
8
|
|
|
10
|
|
|
|
—
|
|
|
4
|
|
|
5
|
|
|
9
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||||
Other contracts
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
48
|
|
||||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
1,207
|
|
|
$
|
8
|
|
|
$
|
1,215
|
|
|
|
$
|
—
|
|
|
$
|
1,214
|
|
|
$
|
5
|
|
|
$
|
1,219
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
|
$
|
—
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
1,251
|
|
Interest rate options
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Other contracts
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
1,254
|
|
|
$
|
—
|
|
|
$
|
1,254
|
|
|
|
$
|
—
|
|
|
$
|
1,301
|
|
|
$
|
—
|
|
|
$
|
1,301
|
|
Nonrecurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
33
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
596
|
|
Foreclosed property and other real estate
|
—
|
|
|
41
|
|
|
8
|
|
|
49
|
|
|
|
—
|
|
|
49
|
|
|
18
|
|
|
67
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Opening Balance January 1, 2014
|
|
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, 2014
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential non-agency MBS
|
$
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
$
|
8
|
|
Corporate and other debt securities
|
2
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
||
Total securities available for sale
|
$
|
11
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
$
|
11
|
|
Residential mortgage servicing rights
|
$
|
297
|
|
|
(80
|
)
|
(1)
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
257
|
|
Total interest rate options derivatives, net
|
$
|
5
|
|
|
93
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
—
|
|
|
$
|
8
|
|
|
Year Ended December 31, 2013
|
||||||||||||||||||||||||||||||
|
Opening
Balance
January 1,
2013
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Closing
Balance December 31, 2013 |
||||||||||||||
|
Included
in Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
|||||||||||||||||||||||||||
|
(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
|
|
Residential mortgage servicing rights
|
$
|
191
|
|
|
22
|
|
(1)
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
297
|
|
Total interest rate options derivatives, net
|
$
|
22
|
|
|
77
|
|
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
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
(2)
|
$
|
191
|
|
|
3
|
|
(3)
|
—
|
|
|
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
|
|
Residential mortgage servicing rights
|
$
|
182
|
|
|
(51
|
)
|
(4)
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
191
|
|
Trading account liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial agency MBS
|
$
|
5
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
$
|
—
|
|
Other securities
|
2
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||
Total trading account liabilities
(2)
|
$
|
7
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
$
|
—
|
|
Total interest rate options derivatives, net
|
$
|
13
|
|
|
240
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
22
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Loans held for sale
|
$
|
(42
|
)
|
|
$
|
(248
|
)
|
Foreclosed property and other real estate
|
(29
|
)
|
|
(35
|
)
|
|
December 31, 2014
|
||||||
|
Level 3
Estimated Fair Value at
December 31, 2014
|
|
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
|
$8
|
|
Discounted cash flow
|
|
Spread to LIBOR
|
|
5.4% - 49.9% (12.3%)
|
|
|
|
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
6.3% - 15.0% (9.5%)
|
|
|
|
|
|
Probability of default
|
|
1.4%
|
|
|
|
|
|
Loss severity
|
|
37.4%
|
Corporate and other debt securities
|
$3
|
|
Market comparable
|
|
Evaluated quote on same issuer/comparable bond
|
|
99.9%
|
Residential mortgage servicing right
s
(1)
|
$257
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
9.9% - 22.4% (12.0%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
7.7% - 11.3% (9.0%)
|
Derivative assets:
|
|
|
|
|
|
|
|
Interest rate options
|
$8
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
9.9% - 22.4% (12.0%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
7.7% - 11.3% (9.0%)
|
|
|
|
|
|
Pull-through
|
|
7.3% - 99.1% (87.8%)
|
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
Loans held for sale
|
$33
|
|
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)
|
|
8.3% - 90.9% (53.3%)
|
Foreclosed property and other real estate
|
$8
|
|
Discount to appraised value of property based on recent market activity for sales of similar properties
|
|
Appraisal comparability adjustment (discount)
|
|
3.7% - 73.0% (29.6%)
|
|
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%
|
Residential mortgage servicing rights
(1)
|
$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% (82.1%)
|
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
Loans held for sale
|
$61
|
|
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)
|
|
1.0% - 99.0% (49.6%)
|
|
$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 or 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% (42.3%)
|
|
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%
|
Residential mortgage servicing rights
(1)
|
$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%)
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
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
|
$
|
440
|
|
|
$
|
421
|
|
|
$
|
19
|
|
|
$
|
429
|
|
|
$
|
424
|
|
|
$
|
5
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Net gains (losses) resulting from changes in fair value
|
$
|
15
|
|
|
$
|
(42
|
)
|
|
2014
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value
(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
4,004
|
|
|
$
|
4,004
|
|
|
$
|
4,004
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading account securities
|
106
|
|
|
106
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|||||
Securities held to maturity
|
2,175
|
|
|
2,209
|
|
|
1
|
|
|
2,208
|
|
|
—
|
|
|||||
Securities available for sale
|
22,580
|
|
|
22,580
|
|
|
322
|
|
|
22,247
|
|
|
11
|
|
|||||
Loans held for sale
|
541
|
|
|
541
|
|
|
—
|
|
|
440
|
|
|
101
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses
(2)(3)
|
74,482
|
|
|
70,114
|
|
|
—
|
|
|
—
|
|
|
70,114
|
|
|||||
Other interest-earning assets
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|||||
Derivative assets
|
1,215
|
|
|
1,215
|
|
|
—
|
|
|
1,207
|
|
|
8
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
1,254
|
|
|
1,254
|
|
|
—
|
|
|
1,254
|
|
|
—
|
|
|||||
Deposits
|
94,200
|
|
|
94,186
|
|
|
—
|
|
|
94,186
|
|
|
—
|
|
|||||
Short-term borrowings
|
2,253
|
|
|
2,253
|
|
|
—
|
|
|
2,253
|
|
|
—
|
|
|||||
Long-term borrowings
|
3,462
|
|
|
3,871
|
|
|
—
|
|
|
3,504
|
|
|
367
|
|
|||||
Loan commitments and letters of credit
|
106
|
|
|
539
|
|
|
—
|
|
|
—
|
|
|
539
|
|
|||||
Indemnification obligation
|
206
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
198
|
|
(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, 2014
was
$4.4 billion
or
5.9
percent.
|
(3)
|
Excluded from this table is the lease carrying amount of
$1.7 billion
at
December 31, 2014
.
|
|
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
.
|
•
|
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 the Corporate Bank, Consumer Bank 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.
|
|
2014
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
$
|
1,165
|
|
|
$
|
2,459
|
|
|
$
|
172
|
|
|
$
|
(517
|
)
|
|
$
|
3,279
|
|
|
$
|
—
|
|
|
$
|
3,279
|
|
Provision (credit) for loan losses
|
18
|
|
|
285
|
|
|
4
|
|
|
(238
|
)
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||||
Non-interest income
|
326
|
|
|
1,109
|
|
|
367
|
|
|
19
|
|
|
1,821
|
|
|
19
|
|
|
1,840
|
|
|||||||
Non-interest expense
|
549
|
|
|
2,292
|
|
|
436
|
|
|
155
|
|
|
3,432
|
|
|
(2
|
)
|
|
3,430
|
|
|||||||
Income (loss) before income taxes
|
924
|
|
|
991
|
|
|
99
|
|
|
(415
|
)
|
|
1,599
|
|
|
21
|
|
|
1,620
|
|
|||||||
Income tax expense (benefit)
|
351
|
|
|
376
|
|
|
37
|
|
|
(307
|
)
|
|
457
|
|
|
8
|
|
|
465
|
|
|||||||
Net income (loss)
|
$
|
573
|
|
|
$
|
615
|
|
|
$
|
62
|
|
|
$
|
(108
|
)
|
|
$
|
1,142
|
|
|
$
|
13
|
|
|
$
|
1,155
|
|
Average assets
|
$
|
43,688
|
|
|
$
|
38,378
|
|
|
$
|
2,944
|
|
|
$
|
33,458
|
|
|
$
|
118,468
|
|
|
$
|
—
|
|
|
$
|
118,468
|
|
|
2013
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
$
|
1,168
|
|
|
$
|
2,536
|
|
|
$
|
180
|
|
|
$
|
(622
|
)
|
|
$
|
3,262
|
|
|
$
|
—
|
|
|
$
|
3,262
|
|
Provision (credit) for loan losses
|
108
|
|
|
587
|
|
|
21
|
|
|
(578
|
)
|
|
138
|
|
|
—
|
|
|
138
|
|
|||||||
Non-interest income
|
370
|
|
|
1,232
|
|
|
378
|
|
|
39
|
|
|
2,019
|
|
|
—
|
|
|
2,019
|
|
|||||||
Non-interest expense
|
485
|
|
|
2,428
|
|
|
444
|
|
|
199
|
|
|
3,556
|
|
|
24
|
|
|
3,580
|
|
|||||||
Income (loss) before income taxes
|
945
|
|
|
753
|
|
|
93
|
|
|
(204
|
)
|
|
1,587
|
|
|
(24
|
)
|
|
1,563
|
|
|||||||
Income tax expense (benefit)
|
359
|
|
|
286
|
|
|
36
|
|
|
(229
|
)
|
|
452
|
|
|
(11
|
)
|
|
441
|
|
|||||||
Net income (loss)
|
$
|
586
|
|
|
$
|
467
|
|
|
$
|
57
|
|
|
$
|
25
|
|
|
$
|
1,135
|
|
|
$
|
(13
|
)
|
|
$
|
1,122
|
|
Average assets
|
$
|
39,492
|
|
|
$
|
39,509
|
|
|
$
|
3,024
|
|
|
$
|
35,780
|
|
|
$
|
117,805
|
|
|
$
|
—
|
|
|
$
|
117,805
|
|
|
2012
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income (loss)
|
$
|
1,224
|
|
|
$
|
2,631
|
|
|
$
|
193
|
|
|
$
|
(748
|
)
|
|
$
|
3,300
|
|
|
$
|
7
|
|
|
$
|
3,307
|
|
Provision (credit) for loan losses
|
273
|
|
|
738
|
|
|
29
|
|
|
(827
|
)
|
|
213
|
|
|
—
|
|
|
213
|
|
|||||||
Non-interest income
|
316
|
|
|
1,380
|
|
|
338
|
|
|
66
|
|
|
2,100
|
|
|
264
|
|
|
2,364
|
|
|||||||
Non-interest expense
|
411
|
|
|
2,505
|
|
|
424
|
|
|
186
|
|
|
3,526
|
|
|
370
|
|
|
3,896
|
|
|||||||
Income (loss) before income taxes
|
856
|
|
|
768
|
|
|
78
|
|
|
(41
|
)
|
|
1,661
|
|
|
(99
|
)
|
|
1,562
|
|
|||||||
Income tax expense (benefit)
|
325
|
|
|
292
|
|
|
30
|
|
|
(165
|
)
|
|
482
|
|
|
(40
|
)
|
|
442
|
|
|||||||
Net income (loss)
|
$
|
531
|
|
|
$
|
476
|
|
|
$
|
48
|
|
|
$
|
124
|
|
|
$
|
1,179
|
|
|
$
|
(59
|
)
|
|
$
|
1,120
|
|
Average assets
|
$
|
37,192
|
|
|
$
|
41,302
|
|
|
$
|
3,394
|
|
|
$
|
40,294
|
|
|
$
|
122,182
|
|
|
$
|
713
|
|
|
$
|
122,895
|
|
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Unused commitments to extend credit
|
$
|
43,724
|
|
|
$
|
41,885
|
|
Standby letters of credit
|
1,697
|
|
|
1,629
|
|
||
Commercial letters of credit
|
71
|
|
|
36
|
|
||
Liabilities associated with standby letters of credit
|
40
|
|
|
37
|
|
||
Assets associated with standby letters of credit
|
40
|
|
|
38
|
|
||
Reserve for unfunded credit commitments
|
65
|
|
|
78
|
|
|
Premises
|
|
Equipment
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2015
|
$
|
108
|
|
|
$
|
36
|
|
|
$
|
144
|
|
2016
|
102
|
|
|
22
|
|
|
124
|
|
|||
2017
|
91
|
|
|
8
|
|
|
99
|
|
|||
2018
|
82
|
|
|
2
|
|
|
84
|
|
|||
2019
|
75
|
|
|
—
|
|
|
75
|
|
|||
Thereafter
|
319
|
|
|
—
|
|
|
319
|
|
|||
|
$
|
777
|
|
|
$
|
68
|
|
|
$
|
845
|
|
|
December 31
|
||||||
|
2014
|
|
2013
|
||||
|
(In millions)
|
||||||
Assets
|
|
|
|
||||
Interest-bearing deposits in other banks
|
$
|
1,875
|
|
|
$
|
1,222
|
|
Loans to subsidiaries
|
11
|
|
|
11
|
|
||
Securities available for sale
|
19
|
|
|
20
|
|
||
Premises and equipment, net
|
22
|
|
|
22
|
|
||
Investments in subsidiaries:
|
|
|
|
||||
Banks
|
16,563
|
|
|
16,356
|
|
||
Non-banks
|
278
|
|
|
265
|
|
||
|
16,841
|
|
|
16,621
|
|
||
Other assets
|
423
|
|
|
340
|
|
||
Total assets
|
$
|
19,191
|
|
|
$
|
18,236
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Long-term borrowings
|
$
|
1,799
|
|
|
$
|
2,161
|
|
Other liabilities
|
403
|
|
|
307
|
|
||
Total liabilities
|
2,202
|
|
|
2,468
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
884
|
|
|
450
|
|
||
Common stock
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
18,767
|
|
|
19,216
|
|
||
Retained earnings (deficit)
|
(1,061
|
)
|
|
(2,216
|
)
|
||
Treasury stock, at cost
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(238
|
)
|
|
(319
|
)
|
||
Total stockholders’ equity
|
16,989
|
|
|
15,768
|
|
||
Total liabilities and stockholders’ equity
|
$
|
19,191
|
|
|
$
|
18,236
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends received from subsidiaries
|
$
|
1,185
|
|
|
$
|
1,520
|
|
|
$
|
950
|
|
Service fees from subsidiaries
|
2
|
|
|
160
|
|
|
141
|
|
|||
Interest from subsidiaries
|
5
|
|
|
3
|
|
|
4
|
|
|||
Other
|
—
|
|
|
1
|
|
|
2
|
|
|||
|
1,192
|
|
|
1,684
|
|
|
1,097
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
52
|
|
|
180
|
|
|
154
|
|
|||
Interest
|
85
|
|
|
104
|
|
|
165
|
|
|||
Net occupancy expense
|
—
|
|
|
10
|
|
|
10
|
|
|||
Furniture and equipment expense
|
—
|
|
|
2
|
|
|
3
|
|
|||
Professional, legal and regulatory expenses
|
93
|
|
|
21
|
|
|
17
|
|
|||
Other
|
78
|
|
|
143
|
|
|
85
|
|
|||
|
308
|
|
|
460
|
|
|
434
|
|
|||
Income before income taxes and equity in undistributed earnings (loss) of subsidiaries
|
884
|
|
|
1,224
|
|
|
663
|
|
|||
Income tax benefit
|
(123
|
)
|
|
(117
|
)
|
|
(122
|
)
|
|||
Income from continuing operations
|
1,007
|
|
|
1,341
|
|
|
785
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
21
|
|
|
(24
|
)
|
|
(114
|
)
|
|||
Income tax expense (benefit)
|
8
|
|
|
(11
|
)
|
|
(38
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
13
|
|
|
(13
|
)
|
|
(76
|
)
|
|||
Income before equity in undistributed earnings (loss) of subsidiaries and preferred dividends
|
1,020
|
|
|
1,328
|
|
|
709
|
|
|||
Equity in undistributed earnings (loss) of subsidiaries:
|
|
|
|
|
|
||||||
Banks
|
122
|
|
|
(221
|
)
|
|
387
|
|
|||
Non-banks
|
13
|
|
|
15
|
|
|
24
|
|
|||
|
135
|
|
|
(206
|
)
|
|
411
|
|
|||
Net income
|
1,155
|
|
|
1,122
|
|
|
1,120
|
|
|||
Preferred stock dividends and accretion
|
(52
|
)
|
|
(32
|
)
|
|
(129
|
)
|
|||
Net income available to common shareholders
|
$
|
1,103
|
|
|
$
|
1,090
|
|
|
$
|
991
|
|
|
Year Ended December 31
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,155
|
|
|
$
|
1,122
|
|
|
$
|
1,120
|
|
Adjustments to reconcile net cash from operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed (earnings) loss of subsidiaries
|
(135
|
)
|
|
206
|
|
|
(411
|
)
|
|||
Depreciation, amortization and accretion, net
|
2
|
|
|
1
|
|
|
5
|
|
|||
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
|
|
|||
Other assets
|
(83
|
)
|
|
122
|
|
|
(90
|
)
|
|||
Other liabilities
|
96
|
|
|
(152
|
)
|
|
242
|
|
|||
Other
|
34
|
|
|
(21
|
)
|
|
138
|
|
|||
Net cash from operating activities
|
1,069
|
|
|
1,310
|
|
|
1,016
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
(4
|
)
|
|
(6
|
)
|
|
2
|
|
|||
Principal (advances) payments on loans to subsidiaries
|
—
|
|
|
(10
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of securities available for sale
|
6
|
|
|
4
|
|
|
15
|
|
|||
Purchases of securities available for sale
|
(5
|
)
|
|
(5
|
)
|
|
(14
|
)
|
|||
Proceeds from disposition of business, net of cash transferred
|
—
|
|
|
—
|
|
|
855
|
|
|||
Net cash from investing activities
|
(3
|
)
|
|
(17
|
)
|
|
858
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
—
|
|
|
(70
|
)
|
|
70
|
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
750
|
|
|
—
|
|
|||
Payments on long-term borrowings
|
(350
|
)
|
|
(1,100
|
)
|
|
(1,299
|
)
|
|||
Cash dividends on common stock
|
(247
|
)
|
|
(138
|
)
|
|
(54
|
)
|
|||
Cash dividends on preferred stock
|
(52
|
)
|
|
(32
|
)
|
|
(48
|
)
|
|||
Net proceeds from issuance of preferred stock
|
486
|
|
|
—
|
|
|
486
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
—
|
|
|
875
|
|
|||
Repurchase of common stock
|
(256
|
)
|
|
(340
|
)
|
|
—
|
|
|||
Repurchase of Series A preferred stock and warrant issued to the U.S. Treasury
|
—
|
|
|
—
|
|
|
(3,545
|
)
|
|||
Other
|
6
|
|
|
2
|
|
|
1
|
|
|||
Net cash from financing activities
|
(413
|
)
|
|
(928
|
)
|
|
(3,514
|
)
|
|||
Net change in cash and cash equivalents
|
653
|
|
|
365
|
|
|
(1,640
|
)
|
|||
Cash and cash equivalents at beginning of year
|
1,222
|
|
|
857
|
|
|
2,497
|
|
|||
Cash and cash equivalents at end of year
|
$
|
1,875
|
|
|
$
|
1,222
|
|
|
$
|
857
|
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
O. B. Grayson Hall, Jr.
|
|
57
|
|
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 J. Turner, Jr.
|
|
51
|
|
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
|
|
70
|
|
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
|
|
57
|
|
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
|
|
53
|
|
Senior Executive Vice President and Head of the Regional Banking Group of registrant and Regions Bank. Previously served as 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
|
Brett D. Couch
|
|
51
|
|
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
|
|
61
|
|
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
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
C. Keith Herron
|
|
50
|
|
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
|
William E. Horton
|
|
63
|
|
Senior Executive Vice President and South Region President, Regions Bank. Previously served in senior management roles in both Consumer and Business Services.
|
|
2014
|
Ellen S. Jones
|
|
56
|
|
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
|
|
47
|
|
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
|
|
53
|
|
Senior Executive Vice President and Head of Consumer Services Group of registrant and Regions Bank. Previously Chief Marketing Officer.
|
|
2010
|
William D. Ritter
|
|
44
|
|
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
|
|
58
|
|
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
|
|
54
|
|
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.
|
|
53
|
|
Senior Executive Vice President and Head of the Corporate Banking Group of registrant and Regions Bank. Previously South Region President, Regions Bank and Central Region President, Regions Bank. Manager, RFC Financial Services Holding LLC and Regions Securities LLC. 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
|
9,412,113
|
|
|
$
|
12.96
|
|
41,909,410
|
|
(b)
|
Equity Compensation Plans Not Approved by Stockholders
|
15,904,563
|
|
(c)
|
$
|
29.05
|
|
—
|
|
|
Total
|
25,316,676
|
|
|
$
|
23.07
|
|
41,909,410
|
|
|
(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, 2014
. Does not include 91,388 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, 2014 and 2013;
|
|
Consolidated Statements of Income—Years ended December 31, 2014, 2013 and 2012;
|
|
Consolidated Statements of Comprehensive Income—Years ended December 31, 2014, 2013 and 2012;
|
|
Consolidated Statements of Changes in Stockholders’ Equity—Years ended December 31, 2014, 2013 and 2012; and
|
|
Consolidated Statements of Cash Flows—Years ended December 31, 2014, 2013 and 2012.
|
|
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
|
Certificate of Designations, incorporated by reference to Exhibit 3.3 to the Form 8-A filed by registration on April 28, 2014.
|
|
|
3.4
|
Bylaws as amended and restated, incorporated by reference to Exhibit 3.2 to Form 8-K Current Report filed by registrant on February 12, 2015.
|
|
|
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.
|
|
|
4.5
|
Deposit Agreement, dated as of April 29, 2014, 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 the Form 8-K filed by registrant on April 29, 2014.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
4.6
|
Form of depositary receipt representing the Depositary Shares, incorporated by reference to Exhibit 4.2 to the Form 8-K filed by registrant on April 29, 2014.
|
|
|
4.7
|
Form of certificate representing the Series B Preferred Stock, incorporated by reference to Exhibit 4.3 to the Form 8-A filed by registrant on April 28, 2014.
|
|
|
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 10.9 to Form 10-Q Quarterly Report filed by registrant on August 4, 2011.
|
|
|
10.4*
|
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.
|
|
|
10.5*
|
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.
|
|
|
10.6*
|
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.
|
|
|
10.7*
|
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.
|
|
|
10.8*
|
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.
|
|
|
10.9*
|
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.
|
|
|
10.10*
|
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.
|
|
|
10.11*
|
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.
|
|
|
10.12*
|
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.
|
|
|
10.13*
|
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.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
10.14*
|
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.
|
|
|
10.15*
|
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.
|
|
|
10.16*
|
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.
|
|
|
10.17*
|
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.
|
|
|
10.18*
|
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.
|
|
|
10.19*
|
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.
|
|
|
10.20*
|
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.
|
|
|
10.21*
|
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.
|
|
|
10.22*
|
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.
|
|
|
10.23*
|
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.
|
|
|
10.24*
|
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.
|
|
|
10.25*
|
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.
|
|
|
10.26*
|
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
|
|
|
10.27*
|
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.
|
|
|
10.28*
|
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.
|
|
|
10.29*
|
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.
|
|
|
10.30*
|
Amendment Number 3 to the AmSouth Bancorporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to Form 10-Q Quarterly Report filed by registrant on November 5, 2014.
|
|
|
10.31*
|
Form of Change-in-Control Agreement with executive officers O. B. Grayson Hall, Jr. 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.
|
|
|
10.32*
|
Form of Change-in-Control Agreement with 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.
|
|
|
10.33*
|
Form of Change-in-Control Agreement with 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.
|
|
|
10.34*
|
Form of Change-in-Control Agreement with executive officers Brett D. Couch, Barbara Godin, C. Keith Herron, William E. Horton, 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.
|
|
|
10.35*
|
Form of Change-in-Control Agreement with executive officers 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.
|
|
|
10.36*
|
Form of Amendment to Change-in-Control Agreement with executive officers O. B. Grayson Hall, Jr., David J. Turner, Jr., John B. Owen, Brett D. Couch, Barbara Godin, C. Keith Herron, William E. Horton, David R. Keenan, Scott M. Peters, Cynthia M. Rogers, Ronald G. Smith, 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.
|
|
|
10.37*
|
Regions Financial Corporation Supplemental 401(k) Plan (Restated as of January 1, 2014) incorporated by reference to Exhibit 10.48 to Form 10-K Annual Report filed by registrant on February 21, 2014.
|
|
|
10.38*
|
Amendment Number One to the Regions Financial Corporation Supplemental 401(k) Plan Restated as of January 1, 2014.
|
|
|
10.39*
|
Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (Restated as of January 1, 2014) incorporated by reference to Exhibit 10.49 to Form 10-K Annual Report filed by registrant on February 21, 2014.
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.40*
|
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.
|
|
|
10.41*
|
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.
|
|
|
10.42*
|
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.
|
|
|
10.43*
|
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.
|
|
|
10.44*
|
Regions Financial Corporation Use of Corporate Aircraft Policy, amended and restated August 2014, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on November 5, 2014.
|
|
|
10.45*
|
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.
|
|
|
10.46*
|
Amendment Number One to the Regions Financial Corporation Amended and Restated Management Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on November 5, 2014.
|
|
|
10.47*
|
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.
|
|
|
10.48
|
Deferred Prosecution Agreement dated June 19, 2014, between Regions Financial Corporation and the Securities and Exchange Commission, incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the registrant on June 25, 2014.
|
|
|
10.49
|
Consent Order and Assessment of Civil Money Penalty Issued Upon Consent Pursuant to the Federal Deposit Insurance Act, as Amended, dated June 25, 2014, of the Board of Governors of the Federal Reserve System and Alabama State Banking Department in the Matter of Regions Bank, incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the registrant on June 25, 2014.
|
|
|
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.
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
|
|
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 17, 2015
|
|
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 17, 2015
|
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 17, 2015
|
David J. Turner, Jr.
|
|
|
|
|
|
|
|
/
S
/ H
ARDIE
B. K
IMBROUGH
, J
R
.
|
|
Executive Vice President and Controller (principal accounting officer)
|
February 17, 2015
|
Hardie B. Kimbrough, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
George W. Bryan
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Carolyn H. Byrd |
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
David J. Cooper, Sr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Don DeFosset
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Eric C. Fast
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
John D. Johns
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
James R. Malone
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Ruth Ann Marshall
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Susan W. Matlock
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
John E. Maupin, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Charles D. McCrary
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
John R. Roberts
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 17, 2015
|
Lee J. Styslinger III
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
OURNIER
J. G
ALE
, III
|
|
Fournier J. Gale, III
|
|
Attorney in Fact
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,599
|
|
|
$
|
1,587
|
|
|
$
|
1,661
|
|
|
$
|
161
|
|
|
$
|
(844
|
)
|
Fixed charges excluding preferred stock dividends and accretion
|
261
|
|
|
304
|
|
|
373
|
|
|
425
|
|
|
550
|
|
|||||
Income (loss) for computation excluding interest on deposits
|
1,860
|
|
|
1,891
|
|
|
2,034
|
|
|
586
|
|
|
(294
|
)
|
|||||
Interest expense excluding interest on deposits
|
204
|
|
|
249
|
|
|
319
|
|
|
370
|
|
|
493
|
|
|||||
One-third of rent expense
|
57
|
|
|
55
|
|
|
54
|
|
|
55
|
|
|
57
|
|
|||||
Preferred stock dividends and accretion
|
52
|
|
|
32
|
|
|
129
|
|
|
214
|
|
|
224
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
313
|
|
|
336
|
|
|
502
|
|
|
639
|
|
|
774
|
|
|||||
Ratio of earnings to fixed charges, excluding interest on deposits
|
5.95x
|
|
|
5.63x
|
|
|
4.05x
|
|
|
0.92x
|
|
|
(0.38)x
|
|
|||||
Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
1,599
|
|
|
$
|
1,587
|
|
|
$
|
1,661
|
|
|
$
|
161
|
|
|
$
|
(844
|
)
|
Fixed charges excluding preferred stock dividends and accretion
|
366
|
|
|
439
|
|
|
657
|
|
|
897
|
|
|
1,305
|
|
|||||
Income for computation including interest on deposits
|
1,965
|
|
|
2,026
|
|
|
2,318
|
|
|
1,058
|
|
|
461
|
|
|||||
Interest expense including interest on deposits
|
309
|
|
|
384
|
|
|
603
|
|
|
842
|
|
|
1,248
|
|
|||||
One-third of rent expense
|
57
|
|
|
55
|
|
|
54
|
|
|
55
|
|
|
57
|
|
|||||
Preferred stock dividends and accretion
|
52
|
|
|
32
|
|
|
129
|
|
|
214
|
|
|
224
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
418
|
|
|
471
|
|
|
786
|
|
|
1,111
|
|
|
1,529
|
|
|||||
Ratio of earnings to fixed charges, including interest on deposits
|
4.70x
|
|
|
4.30x
|
|
|
2.95x
|
|
|
0.95x
|
|
|
0.30x
|
|
1.
|
14302 Marina San Pablo Place, SPE, LLC (6)
|
2.
|
A-F Leasing, Ltd. (2)
|
3.
|
Aqua Holdings I, LLC (31.58%) (6)
|
4.
|
FMLS, Inc. (9)
|
5.
|
LMIW Acquisition Management, LLC (6)
|
6.
|
LMIW I, LLC (6)
|
7.
|
LMIW II, LLC (6)
|
8.
|
LMIW III, LLC (6)
|
9.
|
LMIW IV, LLC (6)
|
10.
|
LMIW V, LLC (6)
|
11.
|
LMIW VI, LLC (2)
|
12.
|
LMIW VII, LLC (2)
|
13.
|
LMIW IX, LLC (fka Crestmoor Two, LLC) (5)
|
14.
|
MCB Life Insurance Company (9)
|
15.
|
Provence Place GP, Inc. (8)
|
16.
|
Provence Place, LP (7)
|
17.
|
Raymond Road GP, LLC (11)
|
18.
|
RB Affordable Housing, Inc. (2)
|
19.
|
RB Affordable Housing (Arkansas River) GP, LLC (4)
|
20.
|
RB ARM 2007 GP, LLC (2)
|
21.
|
RB Crestmoor AL Three GP, LLC (2)
|
22.
|
RB Greenwood SC Six GP, LLC (2)
|
23.
|
RB Thunder Ridge GP Upper Tier, LLC (2)
|
24.
|
RFC Financial Services Holding LLC (5)
|
25.
|
RIG Risk Specialists, Inc. (9)
|
26.
|
Regions Agency, Inc. (2)
|
27.
|
Regions Bank (1)
|
28.
|
Regions Business Capital Corporation (5)
|
29.
|
Regions Capital Advantage, Inc. (fka UPB Investment, Inc.) (9)
|
30.
|
Regions Commercial Equipment Finance, LLC (fka A-F Leasing, LLC) (2)
|
31.
|
Regions Equipment Finance Corporation (2)
|
32.
|
Regions Equipment Finance, Ltd. (2)
|
33.
|
Regions Insurance Agency of Arkansas (4)
|
34.
|
Regions Insurance Group, Inc. (9)
|
35.
|
Regions Insurance Services of Alabama, Inc. (2)
|
36.
|
Regions Insurance Services, Inc. (9)
|
37.
|
Regions Insurance, Inc. (4)
|
38.
|
Regions Investment Management, Inc. (fka Morgan Asset Management, Inc.) (9)
|
39.
|
Regions Investment Services, Inc. (2)
|
40.
|
Regions Life Insurance Company (3)
|
41.
|
Regions Provence Place, LLC (2)
|
42.
|
Regions Reinsurance Corporation (10)
|
43.
|
Regions Securities LLC (5)
|
44.
|
Southeastern Legacy Insurance Company (fka First AmTenn Life Insurance Company) (3)
|
45.
|
Upper-Tier Clearwater Apartments, LP (2)
|
46.
|
Upper-Tier Esplanade, LP (2)
|
•
|
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/ 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
|