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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 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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The effects of any developments, changes or actions relating to any litigation or regulatory proceedings brought against us or any of our subsidiaries.
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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 a regulatory non-objection (as part of the CCAR process or otherwise) to take certain capital actions, including paying dividends and any plans to increase common stock dividends, repurchase common stock under current or future programs, or 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 stress testing and capital planning requirements (as part of the CCAR process or otherwise) may continue to require a significant investment of our managerial resources due to the importance and intensity of such tests and requirements.
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•
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Our ability to comply with applicable capital and liquidity requirements (including, among other things, the Basel III capital standards and the LCR rule), 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 Basel III framework calls for additional risk-based capital surcharges for globally systemically important banks. Although we are not subject to such surcharges, it is possible that in the future we may become subject to similar surcharges.
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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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Our ability to execute on our strategic and operational plans, including our ability to fully realize the financial and non-financial benefits relating to our strategic initiatives.
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•
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The success of our marketing efforts in attracting and retaining customers.
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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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Our ability to recruit and retain talented and experienced personnel to assist in the development, management and operation of our products and services may be affected by changes in laws and regulations in effect from time to time.
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•
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Fraud or misconduct by our customers, employees or business partners.
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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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The risks and uncertainties related to our acquisition and integration of other companies.
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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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Changes in commodity market prices and conditions could adversely affect the cash flows of our borrowers operating in industries that are impacted by changes in commodity prices (including businesses indirectly impacted by commodities prices such as businesses that transport commodities or manufacture equipment used in the production of commodities), which could impair their ability to service any loans outstanding to them and/or reduce demand for loans in those industries.
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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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Significant disruption of, or loss of public confidence in, the Internet and services and devices used to access the Internet could affect the ability of our customers to access their accounts and conduct banking transactions.
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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 FASB or other regulatory agencies could materially affect how we report our financial results.
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•
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Other risks identified from time to time in reports that we file with the SEC.
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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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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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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, 2015
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950,000
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$
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9.49
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950,000
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$
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423,933,631
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November 1—30, 2015
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6,416,076
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$
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9.84
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6,416,076
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$
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360,677,392
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December 1—31, 2015
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600,000
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$
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10.19
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600,000
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$
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354,553,132
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Total 4th Quarter
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7,966,076
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$
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9.83
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7,966,076
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$
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354,553,132
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Cumulative Total Return
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||||||||||||||||||||||
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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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12/31/2015
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||||||||||||
Regions
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$
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100.00
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$
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61.93
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$
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103.31
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$
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144.87
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$
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157.37
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$
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146.48
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S&P 500 Index
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100.00
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102.11
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118.43
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156.77
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178.22
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180.67
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||||||
S&P 500 Banks Index
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100.00
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89.28
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110.76
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150.33
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173.64
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175.12
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•
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"Operating Results" section of MD&A
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•
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“Stockholders’ Equity” discussion in MD&A
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•
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Note 15 “Stockholders’ Equity and Accumulated Other Comprehensive Income (Loss)” to the consolidated financial statements
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•
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“Supervision and Regulation” discussion within Item 1. Business
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•
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Table 2 - “GAAP to Non-GAAP reconciliation” in MD&A
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•
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"Regulatory Requirements" section of MD&A
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•
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Note 14 “Regulatory Capital Requirements and Restrictions” to the consolidated financial statements
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•
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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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•
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“Loans,” “Allowance for Credit Losses,” “Troubled Debt Restructurings” and “Non-performing Assets” discussions within the “Balance Sheet Analysis” section of MD&A
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•
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“Credit Risk” discussion within the “Risk Management” section of MD&A
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•
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Note 1 "Summary of Significant Accounting Policies" to the consolidated financial statements
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•
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Note 5 "Loans" to the consolidated financial statements
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•
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Note 6 “Allowance for Credit Losses” to the consolidated financial statements
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•
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“Net Interest Income and Other Financing Income and Margin” discussion within the “Operating Results” section of MD&A
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•
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“Interest Rate Risk” discussion within “Risk Management” section of MD&A
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•
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“Supervision and Regulation” discussion within Item 1. Business
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•
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“Short-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
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•
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“Long-Term Borrowings” discussion within the “Balance Sheet Analysis” section of MD&A
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•
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“Regulatory Requirements” section of MD&A
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•
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“Liquidity Risk” discussion within the “Risk Management” section of MD&A
|
•
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Note 12 “Short-Term Borrowings” to the consolidated financial statements
|
•
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Note 13 “Long-Term Borrowings” to the consolidated financial statements
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2015
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2014
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2013
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2012
|
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2011
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||||||||||
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(In millions, except per share data)
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||||||||||||||||||
EARNINGS SUMMARY
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||||||||||
Interest income, including other financing income
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$
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3,603
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|
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$
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3,589
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|
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$
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3,647
|
|
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$
|
3,904
|
|
|
$
|
4,252
|
|
Interest expense and depreciation expense on operating lease assets
|
296
|
|
|
309
|
|
|
384
|
|
|
603
|
|
|
842
|
|
|||||
Net interest income and other financing income
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3,307
|
|
|
3,280
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|
|
3,263
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|
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3,301
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|
|
3,410
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|||||
Provision for loan losses
|
241
|
|
|
69
|
|
|
138
|
|
|
213
|
|
|
1,530
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|
|||||
Net interest income and other financing income after provision for loan losses
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3,066
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3,211
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3,125
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3,088
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|
|
1,880
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|||||
Non-interest income
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2,071
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|
|
1,903
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|
|
2,096
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|
|
2,201
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|
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2,226
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|||||
Non-interest expense
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3,607
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3,432
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3,556
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3,526
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3,862
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|||||
Income from continuing operations before income taxes
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1,530
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|
|
1,682
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|
1,665
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|
|
1,763
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|
|
244
|
|
|||||
Income tax expense
|
455
|
|
|
548
|
|
|
561
|
|
|
583
|
|
|
72
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|
|||||
Income from continuing operations
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1,075
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|
|
1,134
|
|
|
1,104
|
|
|
1,180
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|
|
172
|
|
|||||
Income (loss) from discontinued operations before income taxes
|
(22
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)
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|
21
|
|
|
(24
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)
|
|
(99
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)
|
|
(408
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)
|
|||||
Income tax expense (benefit)
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(9
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)
|
|
8
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|
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(11
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)
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(40
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)
|
|
(4
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)
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|||||
Income (loss) from discontinued operations, net of tax
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(13
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)
|
|
13
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|
|
(13
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)
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(59
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)
|
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(404
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)
|
|||||
Net income (loss)
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
|
$
|
1,121
|
|
|
$
|
(232
|
)
|
Net income (loss) from continuing operations available to common shareholders
|
$
|
1,011
|
|
|
$
|
1,082
|
|
|
$
|
1,072
|
|
|
$
|
1,051
|
|
|
$
|
(42
|
)
|
Net income (loss) available to common shareholders
|
$
|
998
|
|
|
$
|
1,095
|
|
|
$
|
1,059
|
|
|
$
|
992
|
|
|
$
|
(446
|
)
|
Earnings (loss) per common share from continuing operations – basic
|
$
|
0.76
|
|
|
$
|
0.79
|
|
|
$
|
0.77
|
|
|
$
|
0.76
|
|
|
$
|
(0.03
|
)
|
Earnings (loss) per common share from continuing operations – diluted
|
0.76
|
|
|
0.78
|
|
|
0.76
|
|
|
0.76
|
|
|
(0.03
|
)
|
|||||
Earnings (loss) per common share – basic
|
0.75
|
|
|
0.80
|
|
|
0.76
|
|
|
0.72
|
|
|
(0.35
|
)
|
|||||
Earnings (loss) per common share – diluted
|
0.75
|
|
|
0.79
|
|
|
0.75
|
|
|
0.72
|
|
|
(0.35
|
)
|
|||||
Return on average tangible common stockholders’ equity (non-GAAP)
(1)
|
8.96
|
%
|
|
10.00
|
%
|
|
10.59
|
%
|
|
10.79
|
%
|
|
(5.78
|
)%
|
|||||
Return on average assets from continuing operations (GAAP)
|
0.83
|
|
|
0.91
|
|
|
0.91
|
|
|
0.86
|
|
|
(0.03
|
)
|
|||||
BALANCE SHEET SUMMARY
|
|
|
|
|
|
|
|
|
|
||||||||||
At year-end—Consolidated
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
81,162
|
|
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
Allowance for loan losses
|
(1,106
|
)
|
|
(1,103
|
)
|
|
(1,341
|
)
|
|
(1,919
|
)
|
|
(2,745
|
)
|
|||||
Assets
|
126,050
|
|
|
119,563
|
|
|
117,288
|
|
|
121,270
|
|
|
126,972
|
|
|||||
Deposits
|
98,430
|
|
|
94,200
|
|
|
92,453
|
|
|
95,474
|
|
|
95,627
|
|
|||||
Long-term debt
|
8,349
|
|
|
3,462
|
|
|
4,830
|
|
|
5,861
|
|
|
8,110
|
|
|||||
Stockholders’ equity
|
16,844
|
|
|
16,873
|
|
|
15,660
|
|
|
15,422
|
|
|
16,421
|
|
|||||
Average balances—Continuing Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of unearned income
|
$
|
79,634
|
|
|
$
|
76,253
|
|
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
Assets
|
122,265
|
|
|
118,352
|
|
|
117,712
|
|
|
122,105
|
|
|
126,649
|
|
|||||
Deposits
|
96,890
|
|
|
93,481
|
|
|
92,646
|
|
|
95,330
|
|
|
95,671
|
|
|||||
Long-term debt
|
5,046
|
|
|
4,057
|
|
|
5,206
|
|
|
6,694
|
|
|
11,240
|
|
|||||
Stockholders’ equity
|
16,922
|
|
|
16,609
|
|
|
15,409
|
|
|
14,957
|
|
|
15,280
|
|
|||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses as a percentage of loans, net of unearned income
|
1.36
|
%
|
|
1.43
|
%
|
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|||||
Basel I Tier 1 common regulatory capital (non-GAAP)
(3)
|
N/A
|
|
|
11.65
|
|
|
11.21
|
|
|
10.84
|
|
|
8.51
|
|
|||||
Basel III common equity Tier 1 ratio
(2)
|
10.93
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
Basel III common equity Tier 1 ratio—Fully Phased-In Pro-Forma (non-GAAP)
(1)(2)(3)
|
10.69
|
|
|
11.00
|
|
|
10.58
|
|
|
8.87
|
|
|
N/A
|
|
|||||
Tier 1 capital
(2)(3)(4)
|
11.65
|
|
|
12.54
|
|
|
11.68
|
|
|
12.00
|
|
|
13.28
|
|
|||||
Total capital
(2)(3)(4)
|
13.88
|
|
|
15.26
|
|
|
14.73
|
|
|
15.38
|
|
|
16.99
|
|
|||||
Leverage capital
(2)(3)(4)
|
10.25
|
|
|
10.86
|
|
|
10.03
|
|
|
9.65
|
|
|
9.91
|
|
|||||
Tangible common stockholders’ equity to tangible assets (non-GAAP)
(1)
|
9.13
|
|
|
9.66
|
|
|
9.15
|
|
|
8.57
|
|
|
6.51
|
|
|||||
Adjusted efficiency ratio (non-GAAP)
(1)
|
64.87
|
|
|
64.45
|
|
|
64.46
|
|
|
63.21
|
|
|
63.57
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
COMMON STOCK DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
0.23
|
|
|
$
|
0.18
|
|
|
$
|
0.10
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Common equity book value per share
|
12.35
|
|
|
11.81
|
|
|
11.04
|
|
|
10.57
|
|
|
10.33
|
|
|||||
Tangible common book value per share (non-GAAP)
(1)
|
8.52
|
|
|
8.18
|
|
|
7.47
|
|
|
7.05
|
|
|
6.31
|
|
|||||
Market value at year-end
|
9.60
|
|
|
10.56
|
|
|
9.89
|
|
|
7.13
|
|
|
4.30
|
|
|||||
Market price range:
(5)
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
10.87
|
|
|
11.54
|
|
|
10.52
|
|
|
7.73
|
|
|
8.09
|
|
|||||
Low
|
8.54
|
|
|
8.85
|
|
|
7.13
|
|
|
4.21
|
|
|
2.82
|
|
|||||
Total trading volume
|
4,243
|
|
|
3,689
|
|
|
3,962
|
|
|
5,282
|
|
|
5,204
|
|
|||||
Dividend payout ratio
|
30.76
|
%
|
|
22.80
|
%
|
|
13.31
|
%
|
|
5.59
|
%
|
|
NM
|
||||||
Stockholders of record at year-end (actual)
|
51,270
|
|
|
57,529
|
|
|
63,815
|
|
|
67,574
|
|
|
73,659
|
|
|||||
Weighted-average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
1,325
|
|
|
1,375
|
|
|
1,395
|
|
|
1,381
|
|
|
1,258
|
|
|||||
Diluted
|
1,334
|
|
|
1,387
|
|
|
1,410
|
|
|
1,387
|
|
|
1,258
|
|
(1)
|
See Table 2 for GAAP to non-GAAP reconciliations.
|
(2)
|
Current year Basel III common equity Tier 1, Tier 1 capital, Total capital, and Leverage capital ratios are estimated.
|
(3)
|
Regions' regulatory capital ratios for years prior to 2015 have not been revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects.
|
(4)
|
Beginning in 2015, Regions' regulatory capital ratios are calculated pursuant to the phase-in provisions of the Basel III Rules. All prior period ratios were calculated pursuant to the Basel I capital rules.
|
(5)
|
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
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
(Dollars in millions, except per share data)
|
||||||||||||||||||
INCOME (LOSS)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (GAAP)
|
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
|
$
|
1,121
|
|
|
$
|
(232
|
)
|
Preferred dividends and accretion (GAAP)
|
|
(64
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|
(129
|
)
|
|
(214
|
)
|
|||||
Net income (loss) available to common shareholders (GAAP)
|
A
|
$
|
998
|
|
|
$
|
1,095
|
|
|
$
|
1,059
|
|
|
$
|
992
|
|
|
$
|
(446
|
)
|
ADJUSTED FEE INCOME AND EFFICIENCY RATIOS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest expense from continuing operations (GAAP)
|
|
$
|
3,607
|
|
|
$
|
3,432
|
|
|
$
|
3,556
|
|
|
$
|
3,526
|
|
|
$
|
3,862
|
|
Significant items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Professional, legal and regulatory expenses
(1)(2)
|
|
(48
|
)
|
|
(93
|
)
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|||||
Branch consolidation, property and equipment charges
|
|
(56
|
)
|
|
(16
|
)
|
|
(5
|
)
|
|
—
|
|
|
(75
|
)
|
|||||
Goodwill impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(253
|
)
|
|||||
Securities impairment, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||||
Loss on early extinguishment of debt
|
|
(43
|
)
|
|
—
|
|
|
(61
|
)
|
|
(11
|
)
|
|
—
|
|
|||||
Salary and employee benefits
—
severance charges
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of TDRs held for sale, net
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
REIT investment early termination costs
(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||||
Adjusted non-interest expense (non-GAAP)
|
B
|
$
|
3,454
|
|
|
$
|
3,358
|
|
|
$
|
3,432
|
|
|
$
|
3,471
|
|
|
$
|
3,532
|
|
Net interest income and other financing income (GAAP)
|
|
$
|
3,307
|
|
|
$
|
3,280
|
|
|
$
|
3,263
|
|
|
$
|
3,301
|
|
|
$
|
3,410
|
|
Taxable-equivalent adjustment
|
|
75
|
|
|
63
|
|
|
54
|
|
|
50
|
|
|
35
|
|
|||||
Net interest income and other financing income, taxable-equivalent basis
|
C
|
3,382
|
|
|
3,343
|
|
|
3,317
|
|
|
3,351
|
|
|
3,445
|
|
|||||
Non-interest income from continuing operations (GAAP)
|
|
2,071
|
|
|
1,903
|
|
|
2,096
|
|
|
2,201
|
|
|
2,226
|
|
|||||
Significant items:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities gains, net
|
|
(29
|
)
|
|
(27
|
)
|
|
(26
|
)
|
|
(48
|
)
|
|
(112
|
)
|
|||||
Insurance proceeds
(4)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Leveraged lease termination gains, net
|
|
(8
|
)
|
|
(10
|
)
|
|
(39
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|||||
Loss on sale of mortgage loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Gain on sale of other assets
(5)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted non-interest income (non-GAAP)
|
D
|
1,943
|
|
|
1,866
|
|
|
2,007
|
|
|
2,139
|
|
|
2,109
|
|
|||||
Adjusted total revenue, taxable equivalent adjustment (non-GAAP)
|
C+D=E
|
$
|
5,325
|
|
|
$
|
5,209
|
|
|
$
|
5,324
|
|
|
$
|
5,490
|
|
|
$
|
5,554
|
|
Adjusted efficiency ratio (non-GAAP)
|
B/E
|
64.87
|
%
|
|
64.45
|
%
|
|
64.46
|
%
|
|
63.21
|
%
|
|
63.57
|
%
|
|||||
Adjusted fee income ratio (non-GAAP)
|
D/E
|
36.50
|
%
|
|
35.83
|
%
|
|
37.70
|
%
|
|
38.97
|
%
|
|
37.97
|
%
|
|||||
RETURN ON AVERAGE TANGIBLE COMMON STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average stockholders’ equity (GAAP)
|
|
$
|
16,916
|
|
|
$
|
16,620
|
|
|
$
|
15,411
|
|
|
$
|
15,168
|
|
|
$
|
16,857
|
|
Less: Average intangible assets (GAAP)
|
|
5,099
|
|
|
5,103
|
|
|
5,136
|
|
|
5,210
|
|
|
5,965
|
|
|||||
Average deferred tax liability related to intangibles (GAAP)
|
|
(170
|
)
|
|
(182
|
)
|
|
(188
|
)
|
|
(195
|
)
|
|
(220
|
)
|
|||||
Average preferred stock (GAAP)
|
|
848
|
|
|
754
|
|
|
464
|
|
|
960
|
|
|
3,398
|
|
|||||
Average tangible common stockholders’ equity (non-GAAP)
|
F
|
$
|
11,139
|
|
|
$
|
10,945
|
|
|
$
|
9,999
|
|
|
$
|
9,193
|
|
|
$
|
7,714
|
|
Return on average tangible common stockholders’ equity (non-GAAP)
|
A/F
|
8.96
|
%
|
|
10.00
|
%
|
|
10.59
|
%
|
|
10.79
|
%
|
|
(5.78
|
)%
|
(1)
|
Regions recorded $50 million and $100 million of contingent legal and regulatory accruals during the second quarter of 2015 and the fourth quarter of 2014, respectively, related to previously disclosed matters. The fourth quarter of 2014 accruals were settled in the second quarter of 2015 for $2 million less than originally estimated and a corresponding recovery was recognized.
|
(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.
|
|
Year Ended December 31
|
|||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||||
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal funds sold and securities purchased under agreements to resell
|
$
|
9
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
12
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Trading account securities
|
117
|
|
|
5
|
|
|
4.49
|
|
|
107
|
|
|
3
|
|
|
2.92
|
|
|
114
|
|
|
3
|
|
|
2.24
|
|
||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
(1)
|
24,130
|
|
|
564
|
|
|
2.34
|
|
|
23,637
|
|
|
584
|
|
|
2.47
|
|
|
24,795
|
|
|
572
|
|
|
2.31
|
|
||||||
Tax-exempt
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
Loans held for sale
|
442
|
|
|
16
|
|
|
3.65
|
|
|
564
|
|
|
22
|
|
|
3.89
|
|
|
864
|
|
|
29
|
|
|
3.41
|
|
||||||
Loans, net of unearned
income
(2)(3)(4)
|
79,634
|
|
|
3,017
|
|
|
3.79
|
|
|
76,253
|
|
|
3,004
|
|
|
3.94
|
|
|
74,924
|
|
|
3,059
|
|
|
4.08
|
|
||||||
Investment in operating leases, net
(2)
|
214
|
|
|
5
|
|
|
2.60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other earning assets
(1)(5)
|
3,324
|
|
|
43
|
|
|
1.28
|
|
|
3,521
|
|
|
39
|
|
|
1.11
|
|
|
3,004
|
|
|
38
|
|
|
1.27
|
|
||||||
Total earning assets
|
107,871
|
|
|
3,650
|
|
|
3.38
|
|
|
104,097
|
|
|
3,652
|
|
|
3.51
|
|
|
103,707
|
|
|
3,701
|
|
|
3.57
|
|
||||||
Allowance for loan losses
|
(1,106
|
)
|
|
|
|
|
|
(1,235
|
)
|
|
|
|
|
|
(1,680
|
)
|
|
|
|
|
||||||||||||
Cash and due from banks
|
1,702
|
|
|
|
|
|
|
1,793
|
|
|
|
|
|
|
1,775
|
|
|
|
|
|
||||||||||||
Other non-earning assets
|
13,798
|
|
|
|
|
|
|
13,697
|
|
|
|
|
|
|
13,910
|
|
|
|
|
|
||||||||||||
|
$
|
122,265
|
|
|
|
|
|
|
$
|
118,352
|
|
|
|
|
|
|
$
|
117,712
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings
|
$
|
7,119
|
|
|
9
|
|
|
0.13
|
|
|
$
|
6,596
|
|
|
8
|
|
|
0.12
|
|
|
$
|
6,226
|
|
|
6
|
|
|
0.10
|
|
|||
Interest-bearing checking
|
21,324
|
|
|
18
|
|
|
0.08
|
|
|
20,804
|
|
|
19
|
|
|
0.09
|
|
|
19,873
|
|
|
19
|
|
|
0.10
|
|
||||||
Money market
|
26,573
|
|
|
28
|
|
|
0.10
|
|
|
26,006
|
|
|
29
|
|
|
0.11
|
|
|
25,768
|
|
|
35
|
|
|
0.13
|
|
||||||
Time deposits
|
8,167
|
|
|
54
|
|
|
0.66
|
|
|
9,003
|
|
|
49
|
|
|
0.55
|
|
|
11,148
|
|
|
75
|
|
|
0.67
|
|
||||||
Total interest-bearing deposits
(6)
|
63,183
|
|
|
109
|
|
|
0.17
|
|
|
62,409
|
|
|
105
|
|
|
0.17
|
|
|
63,015
|
|
|
135
|
|
|
0.21
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
588
|
|
|
—
|
|
|
—
|
|
|
1,944
|
|
|
2
|
|
|
0.08
|
|
|
2,020
|
|
|
2
|
|
|
0.08
|
|
||||||
Other short-term borrowings
|
338
|
|
|
1
|
|
|
0.20
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
||||||
Long-term borrowings
|
5,046
|
|
|
158
|
|
|
3.14
|
|
|
4,057
|
|
|
202
|
|
|
4.98
|
|
|
5,206
|
|
|
247
|
|
|
4.75
|
|
||||||
Total interest-bearing liabilities
|
69,155
|
|
|
268
|
|
|
0.39
|
|
|
68,465
|
|
|
309
|
|
|
0.45
|
|
|
70,460
|
|
|
384
|
|
|
0.54
|
|
||||||
Non-interest-bearing deposits
(6)
|
33,707
|
|
|
—
|
|
|
—
|
|
|
31,072
|
|
|
—
|
|
|
—
|
|
|
29,631
|
|
|
—
|
|
|
—
|
|
||||||
Total funding sources
|
102,862
|
|
|
268
|
|
|
0.26
|
|
|
99,537
|
|
|
309
|
|
|
0.31
|
|
|
100,091
|
|
|
384
|
|
|
0.38
|
|
||||||
Net interest spread
|
|
|
|
|
2.99
|
|
|
|
|
|
|
3.06
|
|
|
|
|
|
|
3.03
|
|
||||||||||||
Other liabilities
|
2,481
|
|
|
|
|
|
|
2,206
|
|
|
|
|
|
|
2,212
|
|
|
|
|
|
||||||||||||
Stockholders’ equity
(5)
|
16,922
|
|
|
|
|
|
|
16,609
|
|
|
|
|
|
|
15,409
|
|
|
|
|
|
||||||||||||
|
$
|
122,265
|
|
|
|
|
|
|
$
|
118,352
|
|
|
|
|
|
|
$
|
117,712
|
|
|
|
|
|
|||||||||
Net interest income and other financing income/margin on a taxable-equivalent basis from continuing operations
(7)
|
|
|
$
|
3,382
|
|
|
3.13
|
%
|
|
|
|
$
|
3,343
|
|
|
3.21
|
%
|
|
|
|
$
|
3,317
|
|
|
3.20
|
%
|
(1)
|
Investments in FRB and FHLB stock were reclassified from securities available for sale to other earning assets during the fourth quarter of 2015. All periods presented have been revised to reflect this presentation.
|
(2)
|
During the fourth quarter of 2015, Regions corrected the accounting for approximately $214 million of year-to-date average balances of leases, for which Regions is the lessor. These leases had been previously classified as capital leases but were subsequently determined to be operating leases.
|
(3)
|
Loans, net of unearned income include non-accrual loans for all periods presented.
|
(4)
|
Interest income includes net loan fees of $58 million, $78 million and $75 million for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(5)
|
In the first quarter of 2015, the Company adopted new guidance related to the accounting for investments in qualified affordable housing projects. The guidance required retrospective application. All prior period amounts impacted by this guidance have been revised.
|
(6)
|
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%, 0.11% and 0.15% for the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
(7)
|
The computation of taxable-equivalent net interest income and other financing 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.
|
|
2015 Compared to 2014
|
|
2014 Compared to 2013
|
||||||||||||||||||||
|
Change Due to
|
|
Change Due to
|
||||||||||||||||||||
|
Volume
|
|
Yield/
Rate
|
|
Net
|
|
Volume
|
|
Yield/
Rate
|
|
Net
|
||||||||||||
|
(Taxable-equivalent basis—in millions)
|
||||||||||||||||||||||
Interest income including other financing income on:
|
|
||||||||||||||||||||||
Trading account securities
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities-taxable
|
12
|
|
|
(32
|
)
|
|
(20
|
)
|
|
(27
|
)
|
|
39
|
|
|
12
|
|
||||||
Loans held for sale
|
(4
|
)
|
|
(2
|
)
|
|
(6
|
)
|
|
(11
|
)
|
|
4
|
|
|
(7
|
)
|
||||||
Loans, including fees
|
130
|
|
|
(117
|
)
|
|
13
|
|
|
54
|
|
|
(109
|
)
|
|
(55
|
)
|
||||||
Investment in operating leases, net
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other earning assets
|
(2
|
)
|
|
6
|
|
|
4
|
|
|
6
|
|
|
(5
|
)
|
|
1
|
|
||||||
Total earning assets
|
141
|
|
|
(143
|
)
|
|
(2
|
)
|
|
22
|
|
|
(71
|
)
|
|
(49
|
)
|
||||||
Interest expense on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||
Interest-bearing checking
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
||||||
Money market
|
1
|
|
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||
Time deposits
|
(5
|
)
|
|
10
|
|
|
5
|
|
|
(13
|
)
|
|
(13
|
)
|
|
(26
|
)
|
||||||
Total interest-bearing deposits
|
(3
|
)
|
|
7
|
|
|
4
|
|
|
(12
|
)
|
|
(18
|
)
|
|
(30
|
)
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other short-term borrowings
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Long-term borrowings
|
42
|
|
|
(86
|
)
|
|
(44
|
)
|
|
(57
|
)
|
|
12
|
|
|
(45
|
)
|
||||||
Total interest-bearing liabilities
|
38
|
|
|
(79
|
)
|
|
(41
|
)
|
|
(69
|
)
|
|
(6
|
)
|
|
(75
|
)
|
||||||
Increase (decrease) in net interest income and other financing income
|
$
|
103
|
|
|
$
|
(64
|
)
|
|
$
|
39
|
|
|
$
|
91
|
|
|
$
|
(65
|
)
|
|
$
|
26
|
|
•
|
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 and other financing 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.
|
•
|
Investments in FRB and FHLB stock were reclassified from securities available for sale to other earning assets during the fourth quarter of 2015. Current and prior period amounts have been reclassified to conform to current period classification.
|
•
|
In the first quarter of 2015, the Company adopted new guidance related to the accounting for investments in qualified affordable housing projects. The guidance required retrospective application. All prior period amounts impacted by this guidance have been revised.
|
|
Year Ended December 31
|
|
Change 2015 vs. 2014
|
|||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Service charges on deposit accounts
|
$
|
662
|
|
|
$
|
695
|
|
|
$
|
734
|
|
|
$
|
(33
|
)
|
|
(4.7
|
)%
|
Card and ATM fees
|
364
|
|
|
334
|
|
|
319
|
|
|
30
|
|
|
9.0
|
%
|
||||
Investment management and trust fee income
|
202
|
|
|
193
|
|
|
196
|
|
|
9
|
|
|
4.7
|
%
|
||||
Mortgage income
|
162
|
|
|
149
|
|
|
236
|
|
|
13
|
|
|
8.7
|
%
|
||||
Insurance commissions and fees
|
140
|
|
|
124
|
|
|
114
|
|
|
16
|
|
|
12.9
|
%
|
||||
Capital markets fee income and other
|
104
|
|
|
73
|
|
|
87
|
|
|
31
|
|
|
42.5
|
%
|
||||
Insurance proceeds
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|
NM
|
|
||||
Commercial credit fee income
|
76
|
|
|
61
|
|
|
65
|
|
|
15
|
|
|
24.6
|
%
|
||||
Bank-owned life insurance
|
74
|
|
|
85
|
|
|
82
|
|
|
(11
|
)
|
|
(12.9
|
)%
|
||||
Investment services fee income
|
55
|
|
|
43
|
|
|
34
|
|
|
12
|
|
|
27.9
|
%
|
||||
Securities gains, net
|
29
|
|
|
27
|
|
|
26
|
|
|
2
|
|
|
7.4
|
%
|
||||
Net revenue from affordable housing
|
24
|
|
|
16
|
|
|
28
|
|
|
8
|
|
|
50.0
|
%
|
||||
Leveraged lease termination gains, net
|
8
|
|
|
10
|
|
|
39
|
|
|
(2
|
)
|
|
(20.0
|
)%
|
||||
Gain on sale of other assets
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
NM
|
|
||||
Other miscellaneous income
|
80
|
|
|
93
|
|
|
112
|
|
|
(13
|
)
|
|
(14.0
|
)%
|
||||
|
$
|
2,071
|
|
|
$
|
1,903
|
|
|
$
|
2,096
|
|
|
$
|
168
|
|
|
8.8
|
%
|
|
Year Ended December 31
|
|
Change 2015 vs. 2014
|
|||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in millions)
|
|||||||||||||||||
Salaries and employee benefits
|
$
|
1,883
|
|
|
$
|
1,810
|
|
|
$
|
1,818
|
|
|
$
|
73
|
|
|
4.0
|
%
|
Net occupancy expense
|
361
|
|
|
368
|
|
|
365
|
|
|
(7
|
)
|
|
(1.9
|
)%
|
||||
Furniture and equipment expense
|
303
|
|
|
287
|
|
|
280
|
|
|
16
|
|
|
5.6
|
%
|
||||
Outside services
|
149
|
|
|
131
|
|
|
106
|
|
|
18
|
|
|
13.7
|
%
|
||||
Professional, legal and regulatory expenses
|
137
|
|
|
235
|
|
|
190
|
|
|
(98
|
)
|
|
(41.7
|
)%
|
||||
FDIC insurance assessments
(1)
|
105
|
|
|
75
|
|
|
125
|
|
|
30
|
|
|
40.0
|
%
|
||||
Marketing
|
98
|
|
|
95
|
|
|
98
|
|
|
3
|
|
|
3.2
|
%
|
||||
Branch consolidation, property and equipment charges
|
56
|
|
|
16
|
|
|
5
|
|
|
40
|
|
|
250.0
|
%
|
||||
Credit/checkcard expenses
|
54
|
|
|
44
|
|
|
41
|
|
|
10
|
|
|
22.7
|
%
|
||||
Loss on early extinguishment of debt
|
43
|
|
|
—
|
|
|
61
|
|
|
43
|
|
|
NM
|
|
||||
Gain on sale of TDRs held for sale, net
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
35
|
|
|
(100.0
|
)%
|
||||
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
%
|
||||
Other miscellaneous expenses
|
431
|
|
|
419
|
|
|
472
|
|
|
12
|
|
|
2.9
|
%
|
||||
|
$
|
3,607
|
|
|
$
|
3,432
|
|
|
$
|
3,556
|
|
|
$
|
175
|
|
|
5.1
|
%
|
(1)
|
Prior to December 31, 2015, this was referred to as "deposit administrative fee".
|
•
|
History of earnings - In 2015, the Company has continued its positive earnings trend with positive earnings from 2012 through 2015. All federal net operating losses and federal tax credit carryforwards with expiration dates have been utilized. 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 $696 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.
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
U.S. Treasury securities
|
$
|
229
|
|
|
$
|
177
|
|
|
$
|
57
|
|
Federal agency securities
|
558
|
|
|
573
|
|
|
425
|
|
|||
Obligations of states and political subdivisions
|
1
|
|
|
2
|
|
|
5
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
Residential agency
|
17,491
|
|
|
17,665
|
|
|
17,474
|
|
|||
Residential non-agency
|
5
|
|
|
8
|
|
|
9
|
|
|||
Commercial agency
|
3,194
|
|
|
2,173
|
|
|
1,154
|
|
|||
Commercial non-agency
|
1,231
|
|
|
1,494
|
|
|
1,211
|
|
|||
Corporate and other debt securities
|
1,667
|
|
|
1,990
|
|
|
2,827
|
|
|||
Equity securities
|
280
|
|
|
146
|
|
|
137
|
|
|||
|
$
|
24,656
|
|
|
$
|
24,228
|
|
|
$
|
23,299
|
|
|
Securities Maturing as of December 31, 2015
|
||||||||||||||||||
|
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
|
$
|
9
|
|
|
$
|
164
|
|
|
$
|
54
|
|
|
$
|
2
|
|
|
$
|
229
|
|
Federal agency securities
|
4
|
|
|
522
|
|
|
31
|
|
|
1
|
|
|
558
|
|
|||||
Obligations of states and political subdivisions
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential agency
|
3
|
|
|
168
|
|
|
1,879
|
|
|
15,441
|
|
|
17,491
|
|
|||||
Residential non-agency
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|||||
Commercial agency
|
—
|
|
|
443
|
|
|
2,292
|
|
|
459
|
|
|
3,194
|
|
|||||
Commercial non-agency
|
—
|
|
|
113
|
|
|
314
|
|
|
804
|
|
|
1,231
|
|
|||||
Corporate and other debt securities
|
54
|
|
|
463
|
|
|
889
|
|
|
261
|
|
|
1,667
|
|
|||||
|
$
|
70
|
|
|
$
|
1,874
|
|
|
$
|
5,459
|
|
|
$
|
16,973
|
|
|
$
|
24,376
|
|
Weighted-average yield
(2)
|
1.73
|
%
|
|
1.81
|
%
|
|
2.50
|
%
|
|
2.31
|
%
|
|
2.49
|
%
|
(1)
|
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 2015 that the taxable-equivalent adjustments for the calculation of yields amounted to zero for the year ended December 31, 2015. 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.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(In millions, net of unearned income)
|
||||||||||||||||||
Commercial and industrial
|
$
|
35,821
|
|
|
$
|
32,732
|
|
|
$
|
29,413
|
|
|
$
|
26,674
|
|
|
$
|
24,522
|
|
Commercial real estate mortgage—owner-occupied
|
7,538
|
|
|
8,263
|
|
|
9,495
|
|
|
10,095
|
|
|
11,166
|
|
|||||
Commercial real estate construction—owner-occupied
|
423
|
|
|
407
|
|
|
310
|
|
|
302
|
|
|
337
|
|
|||||
Total commercial
|
43,782
|
|
|
41,402
|
|
|
39,218
|
|
|
37,071
|
|
|
36,025
|
|
|||||
Commercial investor real estate mortgage
|
4,255
|
|
|
4,680
|
|
|
5,318
|
|
|
6,808
|
|
|
9,702
|
|
|||||
Commercial investor real estate construction
|
2,692
|
|
|
2,133
|
|
|
1,432
|
|
|
914
|
|
|
1,025
|
|
|||||
Total investor real estate
|
6,947
|
|
|
6,813
|
|
|
6,750
|
|
|
7,722
|
|
|
10,727
|
|
|||||
Residential first mortgage
|
12,811
|
|
|
12,315
|
|
|
12,163
|
|
|
12,963
|
|
|
13,784
|
|
|||||
Home equity
|
10,978
|
|
|
10,932
|
|
|
11,294
|
|
|
11,800
|
|
|
13,021
|
|
|||||
Indirect—vehicles
|
3,984
|
|
|
3,642
|
|
|
3,075
|
|
|
2,336
|
|
|
1,848
|
|
|||||
Indirect—other consumer
|
545
|
|
|
206
|
|
|
198
|
|
|
197
|
|
|
191
|
|
|||||
Consumer credit card
|
1,075
|
|
|
1,009
|
|
|
948
|
|
|
906
|
|
|
987
|
|
|||||
Other consumer
|
1,040
|
|
|
988
|
|
|
963
|
|
|
1,000
|
|
|
1,011
|
|
|||||
Total consumer
|
30,433
|
|
|
29,092
|
|
|
28,641
|
|
|
29,202
|
|
|
30,842
|
|
|||||
|
$
|
81,162
|
|
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
|
Loans Maturing as of December 31, 2015
(1)
|
||||||||||||||
|
Within
One Year
|
|
After One
But Within
Five Years
|
|
After
Five
Years
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Commercial and industrial
(2)
|
$
|
4,888
|
|
|
$
|
24,064
|
|
|
$
|
6,725
|
|
|
$
|
35,677
|
|
Commercial real estate mortgage—owner-occupied
|
907
|
|
|
3,717
|
|
|
2,914
|
|
|
7,538
|
|
||||
Commercial real estate construction—owner-occupied
|
37
|
|
|
112
|
|
|
274
|
|
|
423
|
|
||||
Total commercial
|
5,832
|
|
|
27,893
|
|
|
9,913
|
|
|
43,638
|
|
||||
Commercial investor real estate mortgage
|
1,480
|
|
|
2,460
|
|
|
315
|
|
|
4,255
|
|
||||
Commercial investor real estate construction
|
675
|
|
|
1,984
|
|
|
33
|
|
|
2,692
|
|
||||
Total investor real estate
|
2,155
|
|
|
4,444
|
|
|
348
|
|
|
6,947
|
|
||||
|
$
|
7,987
|
|
|
$
|
32,337
|
|
|
$
|
10,261
|
|
|
$
|
50,585
|
|
|
Predetermined
Rate
|
|
Variable
Rate
|
||||
|
(In millions)
|
||||||
Due after one year but within five years
|
$
|
5,541
|
|
|
$
|
26,796
|
|
Due after five years
|
6,890
|
|
|
3,371
|
|
||
|
$
|
12,431
|
|
|
$
|
30,167
|
|
|
2015
|
|
2014
(1)
|
|
Change
2015 vs. 2014
|
||||||||||||
|
Loans
|
|
% of Total
|
|
Loans
|
|
% of Total
|
|
Amount
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||
Real estate
|
$
|
6,427
|
|
|
14.7
|
%
|
|
$
|
5,533
|
|
|
13.4
|
%
|
|
$
|
894
|
|
Manufacturing
(2)
|
4,407
|
|
|
10.1
|
|
|
4,114
|
|
|
9.9
|
|
|
293
|
|
|||
Healthcare
|
4,322
|
|
|
9.9
|
|
|
4,544
|
|
|
11.0
|
|
|
(222
|
)
|
|||
Financial services
(2)
|
3,556
|
|
|
8.1
|
|
|
3,436
|
|
|
8.3
|
|
|
120
|
|
|||
Wholesale goods
(2)
|
2,981
|
|
|
6.8
|
|
|
3,269
|
|
|
7.9
|
|
|
(288
|
)
|
|||
Energy
|
2,533
|
|
|
5.8
|
|
|
2,845
|
|
|
6.9
|
|
|
(312
|
)
|
|||
Retail trade
|
2,492
|
|
|
5.7
|
|
|
2,297
|
|
|
5.5
|
|
|
195
|
|
|||
Restaurant, accommodation and lodging
|
2,489
|
|
|
5.7
|
|
|
2,058
|
|
|
5.0
|
|
|
431
|
|
|||
Government and public sector
|
2,408
|
|
|
5.5
|
|
|
1,956
|
|
|
4.7
|
|
|
452
|
|
|||
Transportation and warehousing
(2)
|
2,228
|
|
|
5.1
|
|
|
2,209
|
|
|
5.3
|
|
|
19
|
|
|||
Religious, leisure, personal and non-profit services
|
2,165
|
|
|
4.9
|
|
|
2,246
|
|
|
5.4
|
|
|
(81
|
)
|
|||
Educational services
|
1,846
|
|
|
4.2
|
|
|
1,654
|
|
|
4.0
|
|
|
192
|
|
|||
Professional, scientific and technical services
(2)
|
1,730
|
|
|
4.0
|
|
|
1,298
|
|
|
3.1
|
|
|
432
|
|
|||
Information
|
1,281
|
|
|
2.9
|
|
|
1,012
|
|
|
2.4
|
|
|
269
|
|
|||
Utilities
|
1,047
|
|
|
2.4
|
|
|
940
|
|
|
2.3
|
|
|
107
|
|
|||
Administrative, support, waste and repair
|
901
|
|
|
2.0
|
|
|
976
|
|
|
2.4
|
|
|
(75
|
)
|
|||
Agriculture
|
747
|
|
|
1.7
|
|
|
852
|
|
|
2.1
|
|
|
(105
|
)
|
|||
Other
|
222
|
|
|
0.5
|
|
|
163
|
|
|
0.4
|
|
|
59
|
|
|||
Total commercial
|
$
|
43,782
|
|
|
100.0
|
%
|
|
$
|
41,402
|
|
|
100.0
|
%
|
|
$
|
2,380
|
|
(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, 2015, total indirect energy-related lending was approximately $519 million, with approximately $497 million included in commercial loans and $22 million in investor real estate loans.
|
|
First Lien
|
|
% of Total
|
|
Second Lien
|
|
% of Total
|
|
Total
|
||||||||
|
(Dollars in millions)
|
||||||||||||||||
2016
|
$
|
27
|
|
|
0.34
|
%
|
|
$
|
54
|
|
|
0.69
|
%
|
|
$
|
81
|
|
2017
|
4
|
|
|
0.06
|
|
|
10
|
|
|
0.13
|
|
|
14
|
|
|||
2018
|
14
|
|
|
0.17
|
|
|
20
|
|
|
0.25
|
|
|
34
|
|
|||
2019
|
94
|
|
|
1.20
|
|
|
83
|
|
|
1.06
|
|
|
177
|
|
|||
2020
|
189
|
|
|
2.40
|
|
|
148
|
|
|
1.88
|
|
|
337
|
|
|||
2021-2025
|
1,591
|
|
|
20.27
|
|
|
1,557
|
|
|
19.83
|
|
|
3,148
|
|
|||
2026-2030
|
2,009
|
|
|
25.59
|
|
|
2,049
|
|
|
26.10
|
|
|
4,058
|
|
|||
Thereafter
|
—
|
|
|
0.01
|
|
|
1
|
|
|
0.02
|
|
|
1
|
|
|||
Total
|
$
|
3,928
|
|
|
50.04
|
%
|
|
$
|
3,922
|
|
|
49.96
|
%
|
|
$
|
7,850
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
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%
|
$
|
267
|
|
|
$
|
127
|
|
|
$
|
417
|
|
|
$
|
435
|
|
|
$
|
198
|
|
|
$
|
633
|
|
80% - 100%
|
1,703
|
|
|
497
|
|
|
886
|
|
|
1,743
|
|
|
536
|
|
|
1,078
|
|
||||||
Below 80%
|
10,288
|
|
|
5,965
|
|
|
2,785
|
|
|
9,626
|
|
|
5,282
|
|
|
2,696
|
|
||||||
Data not available
|
553
|
|
|
107
|
|
|
194
|
|
|
511
|
|
|
179
|
|
|
330
|
|
||||||
|
$
|
12,811
|
|
|
$
|
6,696
|
|
|
$
|
4,282
|
|
|
$
|
12,315
|
|
|
$
|
6,195
|
|
|
$
|
4,737
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home
Equity
|
|
Indirect
(1)
|
|
Consumer
Credit Card
|
|
Other
Consumer
|
||||||||||||||
|
|
1st Lien
|
|
2nd Lien
|
|
|
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Below 620
|
$
|
768
|
|
|
$
|
311
|
|
|
$
|
249
|
|
|
$
|
421
|
|
|
$
|
55
|
|
|
$
|
86
|
|
620 - 680
|
1,013
|
|
|
531
|
|
|
415
|
|
|
549
|
|
|
158
|
|
|
150
|
|
||||||
681 - 720
|
1,489
|
|
|
789
|
|
|
530
|
|
|
611
|
|
|
247
|
|
|
191
|
|
||||||
Above 720
|
8,487
|
|
|
4,808
|
|
|
2,938
|
|
|
2,409
|
|
|
614
|
|
|
526
|
|
||||||
Data not available
|
1,054
|
|
|
257
|
|
|
150
|
|
|
539
|
|
|
1
|
|
|
87
|
|
||||||
|
$
|
12,811
|
|
|
$
|
6,696
|
|
|
$
|
4,282
|
|
|
$
|
4,529
|
|
|
$
|
1,075
|
|
|
$
|
1,040
|
|
|
December 31, 2014
|
||||||||||||||||||||||
|
Residential
First Mortgage
|
|
Home
Equity
|
|
Indirect
(1)
|
|
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
|
|
|
389
|
|
|
1
|
|
|
110
|
|
||||||
|
$
|
12,315
|
|
|
$
|
6,195
|
|
|
$
|
4,737
|
|
|
$
|
3,848
|
|
|
$
|
1,009
|
|
|
$
|
988
|
|
(1)
|
Amount represents both indirect-vehicles and indirect-other consumer portfolio classes.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Allowance for loan losses at January 1
|
$
|
1,103
|
|
|
$
|
1,341
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
|
$
|
3,185
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
130
|
|
|
114
|
|
|
186
|
|
|
203
|
|
|
294
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
24
|
|
|
63
|
|
|
125
|
|
|
193
|
|
|
248
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
2
|
|
|
1
|
|
|
8
|
|
|
8
|
|
|||||
Commercial investor real estate mortgage
|
15
|
|
|
23
|
|
|
69
|
|
|
226
|
|
|
685
|
|
|||||
Commercial investor real estate construction
|
—
|
|
|
1
|
|
|
1
|
|
|
46
|
|
|
195
|
|
|||||
Residential first mortgage
|
26
|
|
|
36
|
|
|
223
|
|
|
147
|
|
|
220
|
|
|||||
Home equity
|
68
|
|
|
93
|
|
|
159
|
|
|
266
|
|
|
353
|
|
|||||
Indirect—vehicles
|
41
|
|
|
37
|
|
|
31
|
|
|
23
|
|
|
23
|
|
|||||
Consumer credit card
|
37
|
|
|
37
|
|
|
38
|
|
|
45
|
|
|
13
|
|
|||||
Other consumer
|
62
|
|
|
67
|
|
|
65
|
|
|
66
|
|
|
68
|
|
|||||
|
403
|
|
|
473
|
|
|
898
|
|
|
1,223
|
|
|
2,107
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
51
|
|
|
51
|
|
|
45
|
|
|
61
|
|
|
36
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
16
|
|
|
16
|
|
|
25
|
|
|
16
|
|
|
14
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Commercial investor real estate mortgage
|
16
|
|
|
22
|
|
|
35
|
|
|
36
|
|
|
27
|
|
|||||
Commercial investor real estate construction
|
11
|
|
|
5
|
|
|
5
|
|
|
9
|
|
|
6
|
|
|||||
Residential first mortgage
|
8
|
|
|
8
|
|
|
6
|
|
|
5
|
|
|
3
|
|
|||||
Home equity
|
28
|
|
|
32
|
|
|
35
|
|
|
32
|
|
|
25
|
|
|||||
Indirect—vehicles
|
15
|
|
|
13
|
|
|
10
|
|
|
8
|
|
|
10
|
|
|||||
Consumer credit card
|
6
|
|
|
5
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|||||
Other consumer
|
14
|
|
|
14
|
|
|
14
|
|
|
15
|
|
|
16
|
|
|||||
|
165
|
|
|
166
|
|
|
182
|
|
|
184
|
|
|
137
|
|
|||||
Net charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
79
|
|
|
63
|
|
|
141
|
|
|
142
|
|
|
258
|
|
|||||
Commercial real estate mortgage—owner-occupied
|
8
|
|
|
47
|
|
|
100
|
|
|
177
|
|
|
234
|
|
|||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
8
|
|
|
8
|
|
|||||
Commercial investor real estate mortgage
|
(1
|
)
|
|
1
|
|
|
34
|
|
|
190
|
|
|
658
|
|
|||||
Commercial investor real estate construction
|
(11
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
37
|
|
|
189
|
|
|||||
Residential first mortgage
|
18
|
|
|
28
|
|
|
217
|
|
|
142
|
|
|
217
|
|
|||||
Home equity
|
40
|
|
|
61
|
|
|
124
|
|
|
234
|
|
|
328
|
|
|||||
Indirect—vehicles
|
26
|
|
|
24
|
|
|
21
|
|
|
15
|
|
|
13
|
|
|||||
Consumer credit card
|
31
|
|
|
32
|
|
|
34
|
|
|
43
|
|
|
13
|
|
|||||
Other consumer
|
48
|
|
|
53
|
|
|
51
|
|
|
51
|
|
|
52
|
|
|||||
|
238
|
|
|
307
|
|
|
716
|
|
|
1,039
|
|
|
1,970
|
|
|||||
Provision for loan losses
|
241
|
|
|
69
|
|
|
138
|
|
|
213
|
|
|
1,530
|
|
|||||
Allowance for loan losses at December 31
|
$
|
1,106
|
|
|
$
|
1,103
|
|
|
$
|
1,341
|
|
|
$
|
1,919
|
|
|
$
|
2,745
|
|
Reserve for unfunded credit commitments at January 1
|
$
|
65
|
|
|
$
|
78
|
|
|
$
|
83
|
|
|
$
|
78
|
|
|
$
|
71
|
|
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|
5
|
|
|
7
|
|
|||||
Reserve for unfunded credit commitments at December 31
|
$
|
52
|
|
|
$
|
65
|
|
|
$
|
78
|
|
|
$
|
83
|
|
|
$
|
78
|
|
Allowance for credit losses at December 31
|
$
|
1,158
|
|
|
$
|
1,168
|
|
|
$
|
1,419
|
|
|
$
|
2,002
|
|
|
$
|
2,823
|
|
Loans, net of unearned income, outstanding at end of period
|
$
|
81,162
|
|
|
$
|
77,307
|
|
|
$
|
74,609
|
|
|
$
|
73,995
|
|
|
$
|
77,594
|
|
Average loans, net of unearned income, outstanding for the period
|
$
|
79,634
|
|
|
$
|
76,253
|
|
|
$
|
74,924
|
|
|
$
|
76,035
|
|
|
$
|
80,673
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to loans, net of unearned income
|
1.36
|
%
|
|
1.43
|
%
|
|
1.80
|
%
|
|
2.59
|
%
|
|
3.54
|
%
|
|||||
Allowance for loan losses to non-performing loans, excluding loans held for sale
|
1.41x
|
|
|
1.33x
|
|
|
1.24x
|
|
|
1.14x
|
|
|
1.16x
|
|
|||||
Net charge-offs as percentage of average loans, net of unearned income
|
0.30
|
%
|
|
0.40
|
%
|
|
0.96
|
%
|
|
1.37
|
%
|
|
2.44
|
%
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||
|
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
|
$
|
549
|
|
|
44.1
|
%
|
|
$
|
428
|
|
|
42.4
|
%
|
|
$
|
427
|
|
|
39.4
|
%
|
|
$
|
497
|
|
|
36.1
|
%
|
|
$
|
586
|
|
|
31.6
|
%
|
Commercial real estate mortgage—owner-occupied
|
200
|
|
|
9.3
|
|
|
214
|
|
|
10.7
|
|
|
271
|
|
|
12.8
|
|
|
342
|
|
|
13.6
|
|
|
427
|
|
|
14.4
|
|
|||||
Commercial real estate construction—owner-occupied
|
9
|
|
|
0.5
|
|
|
12
|
|
|
0.5
|
|
|
13
|
|
|
0.4
|
|
|
8
|
|
|
0.4
|
|
|
17
|
|
|
0.4
|
|
|||||
Total commercial
|
758
|
|
|
53.9
|
|
|
654
|
|
|
53.6
|
|
|
711
|
|
|
52.6
|
|
|
847
|
|
|
50.1
|
|
|
1,030
|
|
|
46.4
|
|
|||||
Commercial investor real estate mortgage
|
69
|
|
|
5.3
|
|
|
122
|
|
|
6.0
|
|
|
210
|
|
|
7.1
|
|
|
424
|
|
|
9.2
|
|
|
784
|
|
|
12.5
|
|
|||||
Commercial investor real estate construction
|
28
|
|
|
3.3
|
|
|
28
|
|
|
2.8
|
|
|
26
|
|
|
1.9
|
|
|
45
|
|
|
1.2
|
|
|
207
|
|
|
1.3
|
|
|||||
Total investor real estate
|
97
|
|
|
8.6
|
|
|
150
|
|
|
8.8
|
|
|
236
|
|
|
9.0
|
|
|
469
|
|
|
10.4
|
|
|
991
|
|
|
13.8
|
|
|||||
Residential first mortgage
|
77
|
|
|
15.8
|
|
|
93
|
|
|
15.9
|
|
|
119
|
|
|
16.3
|
|
|
254
|
|
|
17.5
|
|
|
282
|
|
|
17.8
|
|
|||||
Home equity
|
67
|
|
|
13.5
|
|
|
90
|
|
|
14.1
|
|
|
160
|
|
|
15.1
|
|
|
252
|
|
|
16.0
|
|
|
356
|
|
|
16.8
|
|
|||||
Indirect—vehicles
|
33
|
|
|
4.9
|
|
|
41
|
|
|
4.7
|
|
|
39
|
|
|
4.1
|
|
|
20
|
|
|
3.2
|
|
|
17
|
|
|
2.4
|
|
|||||
Indirect—other consumer
|
5
|
|
|
0.7
|
|
|
3
|
|
|
0.3
|
|
|
3
|
|
|
0.3
|
|
|
2
|
|
|
0.3
|
|
|
2
|
|
|
0.2
|
|
|||||
Consumer credit card
|
40
|
|
|
1.3
|
|
|
46
|
|
|
1.3
|
|
|
43
|
|
|
1.3
|
|
|
45
|
|
|
1.2
|
|
|
37
|
|
|
1.3
|
|
|||||
Other consumer
|
29
|
|
|
1.3
|
|
|
26
|
|
|
1.3
|
|
|
30
|
|
|
1.3
|
|
|
30
|
|
|
1.3
|
|
|
30
|
|
|
1.3
|
|
|||||
Total consumer
|
251
|
|
|
37.5
|
|
|
299
|
|
|
37.6
|
|
|
394
|
|
|
38.4
|
|
|
603
|
|
|
39.5
|
|
|
724
|
|
|
39.8
|
|
|||||
|
$
|
1,106
|
|
|
100.0
|
%
|
|
$
|
1,103
|
|
|
100.0
|
%
|
|
$
|
1,341
|
|
|
100.0
|
%
|
|
$
|
1,919
|
|
|
100.0
|
%
|
|
$
|
2,745
|
|
|
100.0
|
%
|
|
2015
|
|
2014
|
||||||||||||
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
|
Loan
Balance
|
|
Allowance for
Loan Losses
|
||||||||
|
(In millions)
|
||||||||||||||
Accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
146
|
|
|
$
|
20
|
|
|
$
|
251
|
|
|
$
|
33
|
|
Investor real estate
|
157
|
|
|
17
|
|
|
290
|
|
|
34
|
|
||||
Residential first mortgage
|
398
|
|
|
52
|
|
|
356
|
|
|
49
|
|
||||
Home equity
|
323
|
|
|
7
|
|
|
343
|
|
|
12
|
|
||||
Indirect—vehicles
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Other consumer
|
12
|
|
|
—
|
|
|
17
|
|
|
—
|
|
||||
|
1,039
|
|
|
96
|
|
|
1,260
|
|
|
128
|
|
||||
Non-accrual status or 90 days past due and still accruing:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
135
|
|
|
37
|
|
|
93
|
|
|
24
|
|
||||
Investor real estate
|
22
|
|
|
3
|
|
|
67
|
|
|
15
|
|
||||
Residential first mortgage
|
81
|
|
|
10
|
|
|
112
|
|
|
15
|
|
||||
Home equity
|
18
|
|
|
—
|
|
|
25
|
|
|
1
|
|
||||
|
256
|
|
|
50
|
|
|
297
|
|
|
55
|
|
||||
Total TDRs - Loans
|
$
|
1,295
|
|
|
$
|
146
|
|
|
$
|
1,557
|
|
|
$
|
183
|
|
|
|
|
|
|
|
|
|
||||||||
TDRs- Held For Sale
|
8
|
|
|
—
|
|
|
29
|
|
|
—
|
|
||||
Total TDRs
|
$
|
1,303
|
|
|
$
|
146
|
|
|
$
|
1,586
|
|
|
$
|
183
|
|
|
2015
|
||||||
|
Commercial
|
|
Investor
Real Estate |
||||
|
(In millions)
|
||||||
Balance, beginning of period
|
$
|
344
|
|
|
$
|
357
|
|
Inflows
|
186
|
|
|
57
|
|
||
Outflows
|
|
|
|
||||
Charge-offs
|
(13
|
)
|
|
(8
|
)
|
||
Foreclosure
|
(1
|
)
|
|
(32
|
)
|
||
Payments, sales and other
(1)
|
(235
|
)
|
|
(195
|
)
|
||
Balance, end of period
|
$
|
281
|
|
|
$
|
179
|
|
|
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
|
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Non-performing loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
325
|
|
|
$
|
252
|
|
|
$
|
257
|
|
|
$
|
409
|
|
|
$
|
457
|
|
Commercial real estate mortgage—owner-occupied
|
268
|
|
|
238
|
|
|
303
|
|
|
439
|
|
|
590
|
|
|||||
Commercial real estate construction—owner-occupied
|
2
|
|
|
3
|
|
|
17
|
|
|
14
|
|
|
25
|
|
|||||
Total commercial
|
595
|
|
|
493
|
|
|
577
|
|
|
862
|
|
|
1,072
|
|
|||||
Commercial investor real estate mortgage
|
31
|
|
|
123
|
|
|
238
|
|
|
457
|
|
|
734
|
|
|||||
Commercial investor real estate construction
|
—
|
|
|
2
|
|
|
10
|
|
|
20
|
|
|
180
|
|
|||||
Total investor real estate
|
31
|
|
|
125
|
|
|
248
|
|
|
477
|
|
|
914
|
|
|||||
Residential first mortgage
|
63
|
|
|
109
|
|
|
146
|
|
|
214
|
|
|
250
|
|
|||||
Home equity
|
93
|
|
|
102
|
|
|
111
|
|
|
128
|
|
|
136
|
|
|||||
Total consumer
|
156
|
|
|
211
|
|
|
257
|
|
|
342
|
|
|
386
|
|
|||||
Total non-performing loans, excluding loans held for sale
|
782
|
|
|
829
|
|
|
1,082
|
|
|
1,681
|
|
|
2,372
|
|
|||||
Non-performing loans held for sale
|
38
|
|
|
38
|
|
|
82
|
|
|
89
|
|
|
328
|
|
|||||
Total non-performing loans
(1)
|
820
|
|
|
867
|
|
|
1,164
|
|
|
1,770
|
|
|
2,700
|
|
|||||
Foreclosed properties
|
100
|
|
|
124
|
|
|
136
|
|
|
149
|
|
|
296
|
|
|||||
Total non-performing assets
(1)
|
$
|
920
|
|
|
$
|
991
|
|
|
$
|
1,300
|
|
|
$
|
1,919
|
|
|
$
|
2,996
|
|
Accruing loans 90 days past due:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
9
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
28
|
|
Commercial real estate mortgage—owner-occupied
|
3
|
|
|
5
|
|
|
6
|
|
|
6
|
|
|
9
|
|
|||||
Total commercial
|
12
|
|
|
12
|
|
|
12
|
|
|
25
|
|
|
37
|
|
|||||
Commercial investor real estate mortgage
|
4
|
|
|
3
|
|
|
6
|
|
|
11
|
|
|
13
|
|
|||||
Total investor real estate
|
4
|
|
|
3
|
|
|
6
|
|
|
11
|
|
|
13
|
|
|||||
Residential first mortgage
(2)
|
113
|
|
|
122
|
|
|
142
|
|
|
220
|
|
|
270
|
|
|||||
Home equity
|
59
|
|
|
63
|
|
|
75
|
|
|
87
|
|
|
93
|
|
|||||
Indirect—vehicles
|
9
|
|
|
7
|
|
|
5
|
|
|
3
|
|
|
2
|
|
|||||
Consumer credit card
|
12
|
|
|
12
|
|
|
12
|
|
|
14
|
|
|
14
|
|
|||||
Other consumer
|
4
|
|
|
3
|
|
|
4
|
|
|
3
|
|
|
4
|
|
|||||
Total consumer
|
197
|
|
|
207
|
|
|
238
|
|
|
327
|
|
|
383
|
|
|||||
|
$
|
213
|
|
|
$
|
222
|
|
|
$
|
256
|
|
|
$
|
363
|
|
|
$
|
433
|
|
Restructured loans not included in the categories above
|
$
|
1,039
|
|
|
$
|
1,260
|
|
|
$
|
1,676
|
|
|
$
|
2,789
|
|
|
$
|
2,850
|
|
Restructured loans held for sale not included in the categories above
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
545
|
|
|
$
|
—
|
|
|
$
|
21
|
|
Non-performing loans
(1)
to loans and non-performing loans held for sale
|
1.01
|
%
|
|
1.12
|
%
|
|
1.56
|
%
|
|
2.39
|
%
|
|
3.47
|
%
|
|||||
Non-performing assets
(1)
to loans, foreclosed properties and non-performing loans held for sale
|
1.13
|
%
|
|
1.28
|
%
|
|
1.74
|
%
|
|
2.59
|
%
|
|
3.83
|
%
|
(1)
|
Excludes accruing loans 90 days past due.
|
(2)
|
Excludes residential first mortgage loans that are 100% guaranteed by the FHA and all guaranteed loans sold to the GNMA where Regions has the right but not the obligation to repurchase. Total 90 days or more past due guaranteed loans excluded were $107 million at
December 31, 2015
, $125 million at
December 31, 2014
, $106 million at
December 31, 2013
, $87 million at
December 31, 2012
and $14 million at
December 31, 2011
.
|
|
Non-Accrual Loans, Excluding Loans Held for Sale as of December 31, 2015
|
||||||||||||||
|
Commercial
|
|
Investor
Real Estate
|
|
Consumer
(1)
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Balance at beginning of year
|
$
|
493
|
|
|
$
|
125
|
|
|
$
|
211
|
|
|
$
|
829
|
|
Additions
|
684
|
|
|
33
|
|
|
(53
|
)
|
|
664
|
|
||||
Net payments/other activity
|
(236
|
)
|
|
(53
|
)
|
|
—
|
|
|
(289
|
)
|
||||
Return to accrual
|
(129
|
)
|
|
(20
|
)
|
|
—
|
|
|
(149
|
)
|
||||
Charge-offs on non-accrual loans
(2)
|
(148
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
(164
|
)
|
||||
Transfers to held for sale
(3)
|
(59
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(66
|
)
|
||||
Transfers to foreclosed properties
|
(7
|
)
|
|
(33
|
)
|
|
—
|
|
|
(40
|
)
|
||||
Sales
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Balance at end of year
|
$
|
595
|
|
|
$
|
31
|
|
|
$
|
156
|
|
|
$
|
782
|
|
|
Non-Accrual Loans, Excluding Loans Held for Sale as of December 31, 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
|
|
(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 $51 million and $34 million recorded upon transfer for the years ended
December 31, 2015
and
2014
, respectively.
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Non-interest-bearing demand
|
$
|
34,862
|
|
|
$
|
31,747
|
|
|
$
|
30,083
|
|
Savings
|
7,287
|
|
|
6,653
|
|
|
6,250
|
|
|||
Interest-bearing transaction
|
21,902
|
|
|
21,544
|
|
|
20,789
|
|
|||
Money market—domestic
|
26,468
|
|
|
25,396
|
|
|
25,435
|
|
|||
Money market—foreign
|
243
|
|
|
265
|
|
|
220
|
|
|||
Low-cost deposits
|
90,762
|
|
|
85,605
|
|
|
82,777
|
|
|||
Time deposits
|
7,468
|
|
|
8,595
|
|
|
9,608
|
|
|||
Customer deposits
|
98,230
|
|
|
94,200
|
|
|
92,385
|
|
|||
Corporate treasury time deposits
|
200
|
|
|
—
|
|
|
68
|
|
|||
|
$
|
98,430
|
|
|
$
|
94,200
|
|
|
$
|
92,453
|
|
|
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
|
(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 for certain high volatility commercial real estate acquisition, development and construction exposures (previously set at 100%).
|
•
|
Assigning a 150% risk weight to exposures (other than residential mortgage exposures) that are on non-accrual status or 90 days or more past due (previously set at 100%).
|
•
|
Providing for a 20% credit conversion factor for the unused portion of a loan commitment with an original maturity of less than one year that is not unconditionally cancellable (previously set at 0%).
|
•
|
Eliminating the previous 50% cap on the risk weight for derivative exposures.
|
•
|
Replacing the previous 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% (previously ranged from 100% to 1,250%).
|
•
|
Effective January 1, 2018, applying a 250% risk weight to the portion of MSRs and deferred tax assets that are includible in capital (previously set at 100%).
|
•
|
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 is the risk of loss resulting from inadequate or failed internal processes, people, and systems or from external events.
|
•
|
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 to current or anticipated earnings or capital arising from violations of laws, rules, or regulations, or from non-conformance with prescribed practices, internal policies and procedures, or ethical standards.
|
•
|
Reputational risk is the potential that negative publicity regarding Regions' business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions.
|
•
|
Strategic risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the banking industry and operating environment.
|
•
|
Culture
- A strong, collaborative risk culture ensures focus on risk in all activities and encourages the necessary mindset and behavior to enable effective risk management and promote sound risk-taking within the bounds of the Company’s risk appetite. Our risk culture requires that risks be promptly identified, escalated, and challenged; thereby, benefiting the overall performance of the Company.
|
•
|
Appetite
- The Company's Risk Appetite Statements define the types and levels of risk the Company is willing to take to achieve its objectives.
|
•
|
Process
- Effective risk management requires sustainable processes and tools to effectively identify, measure, mitigate, monitor, and report risk.
|
•
|
Governance
- Governance serves as the foundation for comprehensive management of risks facing the Company. It outlines clear responsibility and accountability for managing, monitoring, escalating, and reporting both existing and emerging risks.
|
•
|
1st Line of Defense activities provide for the identification, acceptance and ownership of risks.
|
•
|
2nd Line of Defense activities provide for objective oversight of the Company’s risk-taking activities and assessment of the Company’s aggregate risk levels.
|
•
|
3rd Line of Defense activities provide for independent reviews and assessments of risk management practices across the Company.
|
•
|
Interpreting 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, parameters, policies, and procedures in place to ensure the continued appropriateness of risk controls.
|
|
Estimated Annual Change
in Net Interest Income and Other Financing Income
December 31, 2015
|
||
|
(In millions)
|
||
Gradual Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
210
|
|
+ 100 basis points
|
116
|
|
|
- 50 basis points
|
(78
|
)
|
|
|
|
||
Instantaneous Change in Interest Rates
|
|
||
+ 200 basis points
|
$
|
227
|
|
+ 100 basis points
|
140
|
|
|
- 50 basis points
|
(129
|
)
|
|
December 31, 2015
|
|||||||||||||||||||
|
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
|
$
|
1,940
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
2.0
|
|
|
1.3
|
%
|
|
0.5
|
%
|
Receive variable/pay fix
|
510
|
|
|
—
|
|
|
27
|
|
|
11.1
|
|
|
0.4
|
|
|
2.6
|
|
|||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Receive fixed/pay variable
|
9,800
|
|
|
109
|
|
|
9
|
|
|
5.5
|
|
|
1.6
|
|
|
0.3
|
|
|||
Total derivatives designated as hedging instruments
|
$
|
12,250
|
|
|
$
|
114
|
|
|
$
|
36
|
|
|
5.2
|
|
|
1.5
|
%
|
|
0.4
|
%
|
|
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)
|
$
|
3,856
|
|
|
$
|
2,508
|
|
|
$
|
979
|
|
|
$
|
325
|
|
|
$
|
90,762
|
|
|
$
|
98,430
|
|
Short-term borrowings
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
||||||
Long-term borrowings
|
1,753
|
|
|
5,496
|
|
|
7
|
|
|
1,243
|
|
|
—
|
|
|
8,499
|
|
||||||
Lease obligations
|
139
|
|
|
227
|
|
|
167
|
|
|
279
|
|
|
—
|
|
|
812
|
|
||||||
Purchase obligations
|
27
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||
Benefit obligations
(3)
|
13
|
|
|
48
|
|
|
25
|
|
|
74
|
|
|
—
|
|
|
160
|
|
||||||
Commitments to fund low income housing partnerships
(4)
|
690
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
690
|
|
||||||
Unrecognized tax benefits
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
||||||
Indemnification obligation
(6)
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
||||||
|
$
|
6,565
|
|
|
$
|
8,302
|
|
|
$
|
1,178
|
|
|
$
|
1,921
|
|
|
$
|
90,803
|
|
|
$
|
108,769
|
|
(1)
|
See Note 24 “Commitments, Contingencies and Guarantees” to the consolidated financial statements for the Company’s commercial commitments at
December 31, 2015
.
|
(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 majority do not have defined maturity dates. Therefore, they have all been considered due on demand, maturing one year or less. See Note 2 "Variable Interest Entities" to the consolidated financial statements for additional information.
|
(5)
|
Includes liabilities for unrecognized tax benefits of $38 million and tax-related interest and penalties of $3 million. See Note 20 “Income Taxes” to the consolidated financial statements.
|
(6)
|
See Note 24 “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.
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
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, including other financing income
|
$
|
933
|
|
|
$
|
901
|
|
|
$
|
883
|
|
|
$
|
886
|
|
|
$
|
894
|
|
|
$
|
897
|
|
|
$
|
900
|
|
|
$
|
898
|
|
Total interest expense and depreciation expense on operating lease assets
|
97
|
|
|
65
|
|
|
63
|
|
|
71
|
|
|
74
|
|
|
76
|
|
|
77
|
|
|
82
|
|
||||||||
Net interest income and other financing income
|
836
|
|
|
836
|
|
|
820
|
|
|
815
|
|
|
820
|
|
|
821
|
|
|
823
|
|
|
816
|
|
||||||||
Provision for loan losses
|
69
|
|
|
60
|
|
|
63
|
|
|
49
|
|
|
8
|
|
|
24
|
|
|
35
|
|
|
2
|
|
||||||||
Net interest income and other financing income after provision for loan losses
|
767
|
|
|
776
|
|
|
757
|
|
|
766
|
|
|
812
|
|
|
797
|
|
|
788
|
|
|
814
|
|
||||||||
Total non-interest income, excluding securities gains, net
|
503
|
|
|
490
|
|
|
584
|
|
|
465
|
|
|
462
|
|
|
490
|
|
|
469
|
|
|
455
|
|
||||||||
Securities gains, net
|
11
|
|
|
7
|
|
|
6
|
|
|
5
|
|
|
12
|
|
|
7
|
|
|
6
|
|
|
2
|
|
||||||||
Total non-interest expense
|
873
|
|
|
895
|
|
|
934
|
|
|
905
|
|
|
969
|
|
|
826
|
|
|
820
|
|
|
817
|
|
||||||||
Income from continuing operations before income taxes
|
408
|
|
|
378
|
|
|
413
|
|
|
331
|
|
|
317
|
|
|
468
|
|
|
443
|
|
|
454
|
|
||||||||
Income tax expense
|
120
|
|
|
116
|
|
|
124
|
|
|
95
|
|
|
98
|
|
|
151
|
|
|
148
|
|
|
151
|
|
||||||||
Income from continuing operations
|
288
|
|
|
262
|
|
|
289
|
|
|
236
|
|
|
219
|
|
|
317
|
|
|
295
|
|
|
303
|
|
||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income (loss) from discontinued operations before income taxes
|
(6
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
5
|
|
|
2
|
|
|
19
|
|
||||||||
Income tax expense (benefit)
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
2
|
|
|
1
|
|
|
7
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
(3
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
3
|
|
|
1
|
|
|
12
|
|
||||||||
Net income
|
$
|
285
|
|
|
$
|
258
|
|
|
$
|
285
|
|
|
$
|
234
|
|
|
$
|
216
|
|
|
$
|
320
|
|
|
$
|
296
|
|
|
$
|
315
|
|
Income from continuing operations available to common shareholders
|
$
|
272
|
|
|
$
|
246
|
|
|
$
|
273
|
|
|
$
|
220
|
|
|
$
|
203
|
|
|
$
|
297
|
|
|
$
|
287
|
|
|
$
|
295
|
|
Net income available to common shareholders
|
$
|
269
|
|
|
$
|
242
|
|
|
$
|
269
|
|
|
$
|
218
|
|
|
$
|
200
|
|
|
$
|
300
|
|
|
$
|
288
|
|
|
$
|
307
|
|
Earnings per common share from continuing operations:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
$
|
0.15
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.21
|
|
Diluted
|
0.21
|
|
|
0.19
|
|
|
0.20
|
|
|
0.16
|
|
|
0.15
|
|
|
0.21
|
|
|
0.21
|
|
|
0.21
|
|
||||||||
Earnings per common share:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.21
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
|
$
|
0.15
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
|
$
|
0.22
|
|
Diluted
|
0.21
|
|
|
0.18
|
|
|
0.20
|
|
|
0.16
|
|
|
0.15
|
|
|
0.22
|
|
|
0.21
|
|
|
0.22
|
|
||||||||
Cash dividends declared per common share
|
0.06
|
|
|
0.06
|
|
|
0.06
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.05
|
|
|
0.03
|
|
||||||||
Market price:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
High
|
$
|
10.28
|
|
|
$
|
10.87
|
|
|
$
|
10.82
|
|
|
$
|
10.68
|
|
|
$
|
10.83
|
|
|
$
|
10.96
|
|
|
$
|
11.28
|
|
|
$
|
11.54
|
|
Low
|
8.54
|
|
|
8.74
|
|
|
9.28
|
|
|
8.59
|
|
|
8.85
|
|
|
9.65
|
|
|
9.80
|
|
|
9.79
|
|
(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
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except share data)
|
||||||
Assets
|
|
|
|
||||
Cash and due from banks
|
$
|
1,382
|
|
|
$
|
1,601
|
|
Interest-bearing deposits in other banks
|
3,932
|
|
|
2,303
|
|
||
Federal funds sold and securities purchased under agreements to resell
|
—
|
|
|
100
|
|
||
Trading account securities
|
143
|
|
|
106
|
|
||
Securities held to maturity (estimated fair value of $1,969 and $2,209, respectively)
|
1,946
|
|
|
2,175
|
|
||
Securities available for sale
|
22,710
|
|
|
22,053
|
|
||
Loans held for sale (includes $353 and $440 measured at fair value, respectively)
|
448
|
|
|
541
|
|
||
Loans, net of unearned income
|
81,162
|
|
|
77,307
|
|
||
Allowance for loan losses
|
(1,106
|
)
|
|
(1,103
|
)
|
||
Net loans
|
80,056
|
|
|
76,204
|
|
||
Other earning assets
|
1,652
|
|
|
616
|
|
||
Premises and equipment, net
|
2,152
|
|
|
2,193
|
|
||
Interest receivable
|
319
|
|
|
310
|
|
||
Goodwill
|
4,878
|
|
|
4,816
|
|
||
Residential mortgage servicing rights at fair value
|
252
|
|
|
257
|
|
||
Other identifiable intangible assets
|
259
|
|
|
275
|
|
||
Other assets
|
5,921
|
|
|
6,013
|
|
||
Total assets
|
$
|
126,050
|
|
|
$
|
119,563
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest-bearing
|
$
|
34,862
|
|
|
$
|
31,747
|
|
Interest-bearing
|
63,568
|
|
|
62,453
|
|
||
Total deposits
|
98,430
|
|
|
94,200
|
|
||
Borrowed funds:
|
|
|
|
||||
Short-term borrowings:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
—
|
|
|
1,753
|
|
||
Other short-term borrowings
|
10
|
|
|
500
|
|
||
Total short-term borrowings
|
10
|
|
|
2,253
|
|
||
Long-term borrowings
|
8,349
|
|
|
3,462
|
|
||
Total borrowed funds
|
8,359
|
|
|
5,715
|
|
||
Other liabilities
|
2,417
|
|
|
2,775
|
|
||
Total liabilities
|
109,206
|
|
|
102,690
|
|
||
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 shares
|
820
|
|
|
884
|
|
||
Common stock authorized 3 billion shares, par value $.01 per share:
|
|
|
|
||||
Issued including treasury stock—1,338,591,703 and 1,395,204,638 shares, respectively
|
13
|
|
|
14
|
|
||
Additional paid-in capital
|
17,883
|
|
|
18,767
|
|
||
Retained earnings (deficit)
|
(115
|
)
|
|
(1,177
|
)
|
||
Treasury stock, at cost—41,261,018 and 41,262,645 shares, respectively
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(380
|
)
|
|
(238
|
)
|
||
Total stockholders’ equity
|
16,844
|
|
|
16,873
|
|
||
Total liabilities and stockholders’ equity
|
$
|
126,050
|
|
|
$
|
119,563
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Interest income, including other financing income on:
|
|
|
|
|
|
||||||
Loans, including fees
|
$
|
2,942
|
|
|
$
|
2,941
|
|
|
$
|
3,005
|
|
Securities - taxable
|
564
|
|
|
584
|
|
|
572
|
|
|||
Loans held for sale
|
16
|
|
|
22
|
|
|
29
|
|
|||
Trading account securities
|
5
|
|
|
3
|
|
|
3
|
|
|||
Other earning assets
|
43
|
|
|
39
|
|
|
38
|
|
|||
Operating lease assets
|
33
|
|
|
—
|
|
|
—
|
|
|||
Total interest income, including other financing income
|
3,603
|
|
|
3,589
|
|
|
3,647
|
|
|||
Interest expense on:
|
|
|
|
|
|
||||||
Deposits
|
109
|
|
|
105
|
|
|
135
|
|
|||
Short-term borrowings
|
1
|
|
|
2
|
|
|
2
|
|
|||
Long-term borrowings
|
158
|
|
|
202
|
|
|
247
|
|
|||
Total interest expense
|
268
|
|
|
309
|
|
|
384
|
|
|||
Depreciation expense on operating lease assets
|
28
|
|
|
—
|
|
|
—
|
|
|||
Total interest expense and depreciation expense on operating lease assets
|
296
|
|
|
309
|
|
|
384
|
|
|||
Net interest income and other financing income
|
3,307
|
|
|
3,280
|
|
|
3,263
|
|
|||
Provision for loan losses
|
241
|
|
|
69
|
|
|
138
|
|
|||
Net interest income and other financing income after provision for loan losses
|
3,066
|
|
|
3,211
|
|
|
3,125
|
|
|||
Non-interest income:
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
662
|
|
|
695
|
|
|
734
|
|
|||
Card and ATM fees
|
364
|
|
|
334
|
|
|
319
|
|
|||
Mortgage income
|
162
|
|
|
149
|
|
|
236
|
|
|||
Securities gains (losses), net
|
29
|
|
|
27
|
|
|
26
|
|
|||
Other
|
854
|
|
|
698
|
|
|
781
|
|
|||
Total non-interest income
|
2,071
|
|
|
1,903
|
|
|
2,096
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
1,883
|
|
|
1,810
|
|
|
1,818
|
|
|||
Net occupancy expense
|
361
|
|
|
368
|
|
|
365
|
|
|||
Furniture and equipment expense
|
303
|
|
|
287
|
|
|
280
|
|
|||
Other
|
1,060
|
|
|
967
|
|
|
1,093
|
|
|||
Total non-interest expense
|
3,607
|
|
|
3,432
|
|
|
3,556
|
|
|||
Income from continuing operations before income taxes
|
1,530
|
|
|
1,682
|
|
|
1,665
|
|
|||
Income tax expense
|
455
|
|
|
548
|
|
|
561
|
|
|||
Income from continuing operations
|
1,075
|
|
|
1,134
|
|
|
1,104
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
(22
|
)
|
|
21
|
|
|
(24
|
)
|
|||
Income tax expense (benefit)
|
(9
|
)
|
|
8
|
|
|
(11
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
13
|
|
|
(13
|
)
|
|||
Net income
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
Net income from continuing operations available to common shareholders
|
$
|
1,011
|
|
|
$
|
1,082
|
|
|
$
|
1,072
|
|
Net income available to common shareholders
|
$
|
998
|
|
|
$
|
1,095
|
|
|
$
|
1,059
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
1,325
|
|
|
1,375
|
|
|
1,395
|
|
|||
Diluted
|
1,334
|
|
|
1,387
|
|
|
1,410
|
|
|||
Earnings per common share from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.76
|
|
|
$
|
0.79
|
|
|
$
|
0.77
|
|
Diluted
|
0.76
|
|
|
0.78
|
|
|
0.76
|
|
|||
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.75
|
|
|
$
|
0.80
|
|
|
$
|
0.76
|
|
Diluted
|
0.75
|
|
|
0.79
|
|
|
0.75
|
|
|||
Cash dividends declared per common share
|
0.23
|
|
|
0.18
|
|
|
0.10
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Net income
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
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, zero and ($43) tax effect, respectively)
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||
Less: reclassification adjustments for amortization of unrealized losses on securities transferred to held to maturity (net of ($6), ($5) and ($3) tax effect, respectively)
|
(8
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|||
Net change in unrealized losses on securities transferred to held to maturity, net of tax
|
8
|
|
|
9
|
|
|
(64
|
)
|
|||
Unrealized gains (losses) on securities available for sale:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during the period (net of ($103), $131 and ($268) tax effect, respectively)
|
(166
|
)
|
|
214
|
|
|
(441
|
)
|
|||
Less: reclassification adjustments for securities gains (losses) realized in net income (net of $10, $10 and $9 tax effect, respectively)
|
19
|
|
|
17
|
|
|
17
|
|
|||
Net change in unrealized gains (losses) on securities available for sale, net of tax
|
(185
|
)
|
|
197
|
|
|
(458
|
)
|
|||
Unrealized gains (losses) on derivative instruments designated as cash flow hedges:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) on derivatives arising during the period (net of $82, $60 and ($15) tax effect, respectively)
|
137
|
|
|
96
|
|
|
(25
|
)
|
|||
Less: reclassification adjustments for gains (losses) on derivative instruments realized in net income (net of $58, $48 and $33 tax effect, respectively)
|
95
|
|
|
78
|
|
|
53
|
|
|||
Net change in unrealized gains (losses) on derivative instruments, net of tax
|
42
|
|
|
18
|
|
|
(78
|
)
|
|||
Defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
||||||
Net actuarial gains (losses) arising during the period (net of ($21), ($97) and $108 tax effect, respectively)
|
(38
|
)
|
|
(159
|
)
|
|
171
|
|
|||
Less: reclassification adjustments for amortization of actuarial loss and prior service cost realized in net income (net of ($17), ($9) and ($25) tax effect, respectively)
|
(31
|
)
|
|
(16
|
)
|
|
(45
|
)
|
|||
Net change from defined benefit pension plans and other post employment benefits, net of tax
|
(7
|
)
|
|
(143
|
)
|
|
216
|
|
|||
Other comprehensive income (loss), net of tax
|
(142
|
)
|
|
81
|
|
|
(384
|
)
|
|||
Comprehensive income
|
$
|
920
|
|
|
$
|
1,228
|
|
|
$
|
707
|
|
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, 2013
|
1
|
|
|
$
|
482
|
|
|
1,413
|
|
|
$
|
15
|
|
|
$
|
19,652
|
|
|
$
|
(3,415
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
65
|
|
|
$
|
15,422
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|
—
|
|
|
—
|
|
|
1,091
|
|
|||||||
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 and other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
BALANCE AT DECEMBER 31, 2013
|
1
|
|
|
$
|
450
|
|
|
1,378
|
|
|
$
|
14
|
|
|
$
|
19,216
|
|
|
$
|
(2,324
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
(319
|
)
|
|
$
|
15,660
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|||||||
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 and other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||||
BALANCE AT DECEMBER 31, 2014
|
1
|
|
|
$
|
884
|
|
|
1,354
|
|
|
$
|
14
|
|
|
$
|
18,767
|
|
|
$
|
(1,177
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
(238
|
)
|
|
$
|
16,873
|
|
REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY—Continued
|
|||||||||||||||||||||||||||||||||
|
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)
|
||||||||||||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|
—
|
|
|
—
|
|
|
1,062
|
|
|||||||
Amortization of unrealized losses on securities transferred to held to maturity, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|||||||
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(185
|
)
|
|
(185
|
)
|
|||||||
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
42
|
|
|||||||
Net change from employee benefit plans, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|||||||
Cash dividends declared—$0.23 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(304
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Common stock transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impact of share repurchase
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(1
|
)
|
|
(622
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(623
|
)
|
|||||||
Impact of stock transactions under compensation plans, net and other
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||||
BALANCE AT DECEMBER 31, 2015
|
1
|
|
|
$
|
820
|
|
|
1,297
|
|
|
$
|
13
|
|
|
$
|
17,883
|
|
|
$
|
(115
|
)
|
|
$
|
(1,377
|
)
|
|
$
|
(380
|
)
|
|
$
|
16,844
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
||||||
Provision for loan losses
|
241
|
|
|
69
|
|
|
138
|
|
|||
Depreciation, amortization and accretion, net
|
523
|
|
|
523
|
|
|
645
|
|
|||
Securities (gains) losses, net
|
(29
|
)
|
|
(27
|
)
|
|
(26
|
)
|
|||
Deferred income tax expense
|
201
|
|
|
196
|
|
|
400
|
|
|||
Originations and purchases of loans held for sale
|
(2,560
|
)
|
|
(2,506
|
)
|
|
(4,075
|
)
|
|||
Proceeds from sales of loans held for sale
|
2,755
|
|
|
2,589
|
|
|
5,051
|
|
|||
Gain on TDRs held for sale, net
|
—
|
|
|
(35
|
)
|
|
—
|
|
|||
(Gain) loss on sale of loans, net
|
(87
|
)
|
|
(108
|
)
|
|
(113
|
)
|
|||
(Gain) loss on early extinguishment of debt
|
43
|
|
|
—
|
|
|
61
|
|
|||
(Gain) loss on sale of other assets
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Trading account securities
|
(37
|
)
|
|
5
|
|
|
5
|
|
|||
Other earning assets
|
(200
|
)
|
|
29
|
|
|
761
|
|
|||
Interest receivable and other assets
|
12
|
|
|
(179
|
)
|
|
723
|
|
|||
Other liabilities
|
(449
|
)
|
|
421
|
|
|
(915
|
)
|
|||
Other
|
97
|
|
|
(17
|
)
|
|
23
|
|
|||
Net cash from operating activities
|
1,572
|
|
|
2,107
|
|
|
3,745
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Proceeds from maturities of securities held to maturity
|
229
|
|
|
178
|
|
|
76
|
|
|||
Proceeds from sales of securities available for sale
|
3,138
|
|
|
1,637
|
|
|
3,685
|
|
|||
Proceeds from maturities of securities available for sale
|
3,890
|
|
|
3,207
|
|
|
5,406
|
|
|||
Purchases of securities available for sale
|
(7,819
|
)
|
|
(5,872
|
)
|
|
(6,853
|
)
|
|||
Proceeds from sales of loans
|
76
|
|
|
696
|
|
|
193
|
|
|||
Purchases of loans
|
(1,127
|
)
|
|
(1,077
|
)
|
|
(978
|
)
|
|||
Purchases of mortgage servicing rights
|
(4
|
)
|
|
(21
|
)
|
|
(28
|
)
|
|||
Net change in loans
|
(4,138
|
)
|
|
(2,287
|
)
|
|
(1,386
|
)
|
|||
Net purchases of other assets
|
(369
|
)
|
|
(242
|
)
|
|
(186
|
)
|
|||
Net cash from investing activities
|
(6,124
|
)
|
|
(3,781
|
)
|
|
(71
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in deposits
|
4,230
|
|
|
1,747
|
|
|
(3,021
|
)
|
|||
Net change in short-term borrowings
|
(2,243
|
)
|
|
71
|
|
|
608
|
|
|||
Proceeds from long-term borrowings
|
5,996
|
|
|
—
|
|
|
750
|
|
|||
Payments on long-term borrowings
|
(1,142
|
)
|
|
(1,350
|
)
|
|
(1,719
|
)
|
|||
Cash dividends on common stock
|
(304
|
)
|
|
(247
|
)
|
|
(138
|
)
|
|||
Cash dividends on preferred stock
|
(64
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
486
|
|
|
—
|
|
|||
Repurchase of common stock
|
(623
|
)
|
|
(256
|
)
|
|
(340
|
)
|
|||
Other
|
12
|
|
|
6
|
|
|
2
|
|
|||
Net cash from financing activities
|
5,862
|
|
|
405
|
|
|
(3,890
|
)
|
|||
Net change in cash and cash equivalents
|
1,310
|
|
|
(1,269
|
)
|
|
(216
|
)
|
|||
Cash and cash equivalents at beginning of year
|
4,004
|
|
|
5,273
|
|
|
5,489
|
|
|||
Cash and cash equivalents at end of year
|
$
|
5,314
|
|
|
$
|
4,004
|
|
|
$
|
5,273
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
||||||
Interest on deposits and borrowings
|
$
|
268
|
|
|
$
|
314
|
|
|
$
|
667
|
|
Income taxes, net
|
129
|
|
|
296
|
|
|
54
|
|
|||
Non-cash transfers:
|
|
|
|
|
|
||||||
Operating leases transferred from loans
|
879
|
|
|
—
|
|
|
—
|
|
|||
Loans held for sale and loans transferred to other real estate
|
156
|
|
|
125
|
|
|
227
|
|
|||
Loans transferred to loans held for sale
(1)
|
69
|
|
|
101
|
|
|
712
|
|
|||
Loans held for sale transferred to loans
|
3
|
|
|
4
|
|
|
26
|
|
|||
Properties transferred to held for sale
|
38
|
|
|
8
|
|
|
6
|
|
|||
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, 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, 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 TRACE reported trades.
|
•
|
Equity securities are valued based on quoted market prices of identical assets on active exchanges; these valuations are Level 1 measurements.
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Proportional amortization method investments included in other assets
(1)
|
$
|
891
|
|
|
$
|
814
|
|
Equity method investments included in other assets
|
26
|
|
|
32
|
|
||
Unfunded commitments included in other liabilities
|
285
|
|
|
271
|
|
||
Short-term construction loans and letters of credit commitments
|
266
|
|
|
233
|
|
||
Funded portion of short-term loans and letters of credit
|
139
|
|
|
122
|
|
(1)
|
In the first quarter of 2015, the Company adopted new guidance related to the accounting for investments in qualified affordable housing projects. The guidance required retrospective application. All prior period amounts impacted by this guidance have been revised.
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Non-interest income:
|
|
|
|
|
|
||||||
Insurance proceeds
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Total non-interest income
|
—
|
|
|
19
|
|
|
—
|
|
|||
Non-interest expense:
|
|
|
|
|
|
||||||
Professional and legal expenses
|
21
|
|
|
(3
|
)
|
|
23
|
|
|||
Other
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total non-interest expense
|
22
|
|
|
(2
|
)
|
|
24
|
|
|||
Income (loss) from discontinued operations before income taxes
|
(22
|
)
|
|
21
|
|
|
(24
|
)
|
|||
Income tax expense (benefit)
|
(9
|
)
|
|
8
|
|
|
(11
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
(13
|
)
|
|
$
|
13
|
|
|
$
|
(13
|
)
|
Earnings (loss) per common share from discontinued operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
Diluted
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||||||
|
|
|
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
|
|
|
—
|
|
|
(10
|
)
|
|
340
|
|
|
9
|
|
|
—
|
|
|
349
|
|
|||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
1,490
|
|
|
—
|
|
|
(61
|
)
|
|
1,429
|
|
|
18
|
|
|
(2
|
)
|
|
1,445
|
|
|||||||
Commercial agency
|
181
|
|
|
—
|
|
|
(5
|
)
|
|
176
|
|
|
—
|
|
|
(2
|
)
|
|
174
|
|
|||||||
|
$
|
2,022
|
|
|
$
|
—
|
|
|
$
|
(76
|
)
|
|
$
|
1,946
|
|
|
$
|
27
|
|
|
$
|
(4
|
)
|
|
$
|
1,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Treasury securities
|
$
|
228
|
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
228
|
|
|
|
|
|
|
$
|
228
|
|
||||
Federal agency securities
|
219
|
|
|
—
|
|
|
(1
|
)
|
|
218
|
|
|
|
|
|
|
218
|
|
|||||||||
Obligations of states and political subdivisions
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
1
|
|
|||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential agency
|
16,003
|
|
|
149
|
|
|
(90
|
)
|
|
16,062
|
|
|
|
|
|
|
16,062
|
|
|||||||||
Residential non-agency
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
|
|
|
|
5
|
|
|||||||||
Commercial agency
|
3,033
|
|
|
10
|
|
|
(25
|
)
|
|
3,018
|
|
|
|
|
|
|
3,018
|
|
|||||||||
Commercial non-agency
|
1,245
|
|
|
3
|
|
|
(17
|
)
|
|
1,231
|
|
|
|
|
|
|
1,231
|
|
|||||||||
Corporate and other debt securities
|
1,718
|
|
|
12
|
|
|
(63
|
)
|
|
1,667
|
|
|
|
|
|
|
1,667
|
|
|||||||||
Equity securities
(2)
|
272
|
|
|
10
|
|
|
(2
|
)
|
|
280
|
|
|
|
|
|
|
280
|
|
|||||||||
|
$
|
22,724
|
|
|
$
|
185
|
|
|
$
|
(199
|
)
|
|
$
|
22,710
|
|
|
|
|
|
|
$
|
22,710
|
|
|
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
(2)
|
135
|
|
|
12
|
|
|
(1
|
)
|
|
146
|
|
|
|
|
|
|
146
|
|
|||||||||
|
$
|
21,769
|
|
|
$
|
362
|
|
|
$
|
(78
|
)
|
|
$
|
22,053
|
|
|
|
|
|
|
$
|
22,053
|
|
(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.
|
(2)
|
Investments in FRB and FHLB stock were reclassified from securities available for sale to other earning assets during the fourth quarter of 2015. All periods presented have been revised to reflect this presentation.
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||
|
(In millions)
|
||||||
Securities held to maturity:
|
|
|
|
||||
Due in one year or less
|
$
|
1
|
|
|
$
|
1
|
|
Due after one year through five years
|
350
|
|
|
349
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
1,490
|
|
|
1,445
|
|
||
Commercial agency
|
181
|
|
|
174
|
|
||
|
$
|
2,022
|
|
|
$
|
1,969
|
|
Securities available for sale:
|
|
|
|
||||
Due in one year or less
|
$
|
64
|
|
|
$
|
64
|
|
Due after one year through five years
|
819
|
|
|
814
|
|
||
Due after five years through ten years
|
996
|
|
|
972
|
|
||
Due after ten years
|
287
|
|
|
264
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
Residential agency
|
16,003
|
|
|
16,062
|
|
||
Residential non-agency
|
5
|
|
|
5
|
|
||
Commercial agency
|
3,033
|
|
|
3,018
|
|
||
Commercial non-agency
|
1,245
|
|
|
1,231
|
|
||
Equity securities
|
272
|
|
|
280
|
|
||
|
$
|
22,724
|
|
|
$
|
22,710
|
|
|
December 31, 2015
|
||||||||||||||||||||||
|
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
|
$
|
198
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
198
|
|
|
$
|
(1
|
)
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
322
|
|
|
(7
|
)
|
|
1,121
|
|
|
(38
|
)
|
|
1,443
|
|
|
(45
|
)
|
||||||
Commercial agency
|
—
|
|
|
—
|
|
|
174
|
|
|
(7
|
)
|
|
174
|
|
|
(7
|
)
|
||||||
|
$
|
520
|
|
|
$
|
(8
|
)
|
|
$
|
1,295
|
|
|
$
|
(45
|
)
|
|
$
|
1,815
|
|
|
$
|
(53
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury securities
|
$
|
59
|
|
|
$
|
(1
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
(1
|
)
|
Federal agency securities
|
74
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
81
|
|
|
—
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential agency
|
8,037
|
|
|
(73
|
)
|
|
791
|
|
|
(17
|
)
|
|
8,828
|
|
|
(90
|
)
|
||||||
Residential non-agency
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||||
Commercial agency
|
1,695
|
|
|
(20
|
)
|
|
273
|
|
|
(5
|
)
|
|
1,968
|
|
|
(25
|
)
|
||||||
Commercial non-agency
|
684
|
|
|
(12
|
)
|
|
264
|
|
|
(6
|
)
|
|
948
|
|
|
(18
|
)
|
||||||
All other securities
|
805
|
|
|
(36
|
)
|
|
307
|
|
|
(29
|
)
|
|
1,112
|
|
|
(65
|
)
|
||||||
|
$
|
11,357
|
|
|
$
|
(142
|
)
|
|
$
|
1,650
|
|
|
$
|
(57
|
)
|
|
$
|
13,007
|
|
|
$
|
(199
|
)
|
|
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
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Gross realized gains
|
$
|
44
|
|
|
$
|
38
|
|
|
$
|
55
|
|
Gross realized losses
|
(8
|
)
|
|
(8
|
)
|
|
(29
|
)
|
|||
Other-than-temporary-impairment ("OTTI")
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Securities gains, net
|
$
|
29
|
|
|
$
|
27
|
|
|
$
|
26
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Commercial and industrial
|
$
|
35,821
|
|
|
$
|
32,732
|
|
Commercial real estate mortgage—owner-occupied
|
7,538
|
|
|
8,263
|
|
||
Commercial real estate construction—owner-occupied
|
423
|
|
|
407
|
|
||
Total commercial
|
43,782
|
|
|
41,402
|
|
||
Commercial investor real estate mortgage
|
4,255
|
|
|
4,680
|
|
||
Commercial investor real estate construction
|
2,692
|
|
|
2,133
|
|
||
Total investor real estate
|
6,947
|
|
|
6,813
|
|
||
Residential first mortgage
|
12,811
|
|
|
12,315
|
|
||
Home equity
|
10,978
|
|
|
10,932
|
|
||
Indirect—vehicles
|
3,984
|
|
|
3,642
|
|
||
Indirect—other consumer
|
545
|
|
|
206
|
|
||
Consumer credit card
|
1,075
|
|
|
1,009
|
|
||
Other consumer
|
1,040
|
|
|
988
|
|
||
Total consumer
|
30,433
|
|
|
29,092
|
|
||
Total loans, net of unearned income
(1)
|
$
|
81,162
|
|
|
$
|
77,307
|
|
(1)
|
Loans are presented net of unearned income, unamortized discounts and premiums and net deferred loan costs of
$317 million
and
$464 million
at
December 31, 2015
and
2014
, respectively.
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Rentals receivable
|
$
|
326
|
|
|
$
|
402
|
|
Estimated residuals on leveraged leases
|
240
|
|
|
281
|
|
||
Unearned income on leveraged leases
|
248
|
|
|
332
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Pre-tax income from leveraged leases
|
$
|
34
|
|
|
$
|
38
|
|
|
$
|
45
|
|
Income tax expense on income from leveraged leases
|
33
|
|
|
33
|
|
|
37
|
|
|
2015
|
||||||||||||||
|
Commercial
|
|
Investor Real
Estate
|
|
Consumer
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Allowance for loan losses, January 1, 2015
|
$
|
654
|
|
|
$
|
150
|
|
|
$
|
299
|
|
|
$
|
1,103
|
|
Provision (credit) for loan losses
|
191
|
|
|
(65
|
)
|
|
115
|
|
|
241
|
|
||||
Loan losses:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(154
|
)
|
|
(15
|
)
|
|
(234
|
)
|
|
(403
|
)
|
||||
Recoveries
|
67
|
|
|
27
|
|
|
71
|
|
|
165
|
|
||||
Net loan losses
|
(87
|
)
|
|
12
|
|
|
(163
|
)
|
|
(238
|
)
|
||||
Allowance for loan losses, December 31, 2015
|
758
|
|
|
97
|
|
|
251
|
|
|
1,106
|
|
||||
Reserve for unfunded credit commitments, January 1, 2015
|
57
|
|
|
8
|
|
|
—
|
|
|
65
|
|
||||
Provision (credit) for unfunded credit losses
|
(10
|
)
|
|
(3
|
)
|
|
—
|
|
|
(13
|
)
|
||||
Reserve for unfunded credit commitments, December 31, 2015
|
47
|
|
|
5
|
|
|
—
|
|
|
52
|
|
||||
Allowance for credit losses, December 31, 2015
|
$
|
805
|
|
|
$
|
102
|
|
|
$
|
251
|
|
|
$
|
1,158
|
|
Portion of ending allowance for loan losses:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
189
|
|
|
$
|
26
|
|
|
$
|
68
|
|
|
$
|
283
|
|
Collectively evaluated for impairment
|
569
|
|
|
71
|
|
|
183
|
|
|
823
|
|
||||
Total allowance for loan losses
|
$
|
758
|
|
|
$
|
97
|
|
|
$
|
251
|
|
|
$
|
1,106
|
|
Portion of loan portfolio ending balance:
|
|
|
|
|
|
|
|
||||||||
Individually evaluated for impairment
|
$
|
743
|
|
|
$
|
191
|
|
|
$
|
835
|
|
|
$
|
1,769
|
|
Collectively evaluated for impairment
|
43,039
|
|
|
6,756
|
|
|
29,598
|
|
|
79,393
|
|
||||
Total loans evaluated for impairment
|
$
|
43,782
|
|
|
$
|
6,947
|
|
|
$
|
30,433
|
|
|
$
|
81,162
|
|
|
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
|
|
•
|
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;
|
•
|
Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.
|
|
2015
|
||||||||||||||||||
|
Pass
|
|
Special Mention
|
|
Substandard
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Commercial and industrial
|
$
|
33,639
|
|
|
$
|
963
|
|
|
$
|
894
|
|
|
$
|
325
|
|
|
$
|
35,821
|
|
Commercial real estate mortgage—owner-occupied
|
6,750
|
|
|
306
|
|
|
214
|
|
|
268
|
|
|
7,538
|
|
|||||
Commercial real estate construction—owner-occupied
|
385
|
|
|
21
|
|
|
15
|
|
|
2
|
|
|
423
|
|
|||||
Total commercial
|
$
|
40,774
|
|
|
$
|
1,290
|
|
|
$
|
1,123
|
|
|
$
|
595
|
|
|
$
|
43,782
|
|
Commercial investor real estate mortgage
|
$
|
3,926
|
|
|
$
|
140
|
|
|
$
|
158
|
|
|
$
|
31
|
|
|
$
|
4,255
|
|
Commercial investor real estate construction
|
2,658
|
|
|
4
|
|
|
30
|
|
|
—
|
|
|
2,692
|
|
|||||
Total investor real estate
|
$
|
6,584
|
|
|
$
|
144
|
|
|
$
|
188
|
|
|
$
|
31
|
|
|
$
|
6,947
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||
|
|
|
|
|
(In millions)
|
||||||||||||||
Residential first mortgage
|
|
|
|
|
$
|
12,748
|
|
|
$
|
63
|
|
|
$
|
12,811
|
|
||||
Home equity
|
|
|
|
|
10,885
|
|
|
93
|
|
|
10,978
|
|
|||||||
Indirect—vehicles
|
|
|
|
|
3,984
|
|
|
—
|
|
|
3,984
|
|
|||||||
Indirect—other consumer
|
|
|
|
|
545
|
|
|
—
|
|
|
545
|
|
|||||||
Consumer credit card
|
|
|
|
|
1,075
|
|
|
—
|
|
|
1,075
|
|
|||||||
Other consumer
|
|
|
|
|
1,040
|
|
|
—
|
|
|
1,040
|
|
|||||||
Total consumer
|
|
|
|
|
$
|
30,277
|
|
|
$
|
156
|
|
|
$
|
30,433
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
81,162
|
|
|
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—vehicles
|
|
|
|
|
3,642
|
|
|
—
|
|
|
3,642
|
|
|||||||
Indirect—other consumer
|
|
|
|
|
206
|
|
|
—
|
|
|
206
|
|
|||||||
Consumer credit card
|
|
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|||||||
Other consumer
|
|
|
|
|
988
|
|
|
—
|
|
|
988
|
|
|||||||
Total consumer
|
|
|
|
|
$
|
28,881
|
|
|
$
|
211
|
|
|
$
|
29,092
|
|
||||
|
|
|
|
|
|
|
|
|
$
|
77,307
|
|
|
2015
|
||||||||||||||||||||||||||
|
Accrual Loans
|
|
|
|
|
|
|
||||||||||||||||||||
|
30-59 DPD
|
|
60-89 DPD
|
|
90+ DPD
|
|
Total
30+ DPD
|
|
Total
Accrual
|
|
Non-accrual
|
|
Total
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Commercial and industrial
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
26
|
|
|
$
|
35,496
|
|
|
$
|
325
|
|
|
$
|
35,821
|
|
Commercial real estate
mortgage—owner-occupied
|
24
|
|
|
7
|
|
|
3
|
|
|
34
|
|
|
7,270
|
|
|
268
|
|
|
7,538
|
|
|||||||
Commercial real estate construction—owner-occupied
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
421
|
|
|
2
|
|
|
423
|
|
|||||||
Total commercial
|
35
|
|
|
14
|
|
|
12
|
|
|
61
|
|
|
43,187
|
|
|
595
|
|
|
43,782
|
|
|||||||
Commercial investor real estate mortgage
|
14
|
|
|
13
|
|
|
4
|
|
|
31
|
|
|
4,224
|
|
|
31
|
|
|
4,255
|
|
|||||||
Commercial investor real estate construction
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2,692
|
|
|
—
|
|
|
2,692
|
|
|||||||
Total investor real estate
|
16
|
|
|
13
|
|
|
4
|
|
|
33
|
|
|
6,916
|
|
|
31
|
|
|
6,947
|
|
|||||||
Residential first mortgage
|
88
|
|
|
60
|
|
|
220
|
|
|
368
|
|
|
12,748
|
|
|
63
|
|
|
12,811
|
|
|||||||
Home equity
|
58
|
|
|
26
|
|
|
59
|
|
|
143
|
|
|
10,885
|
|
|
93
|
|
|
10,978
|
|
|||||||
Indirect—vehicles
|
49
|
|
|
14
|
|
|
9
|
|
|
72
|
|
|
3,984
|
|
|
—
|
|
|
3,984
|
|
|||||||
Indirect—other consumer
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
545
|
|
|
—
|
|
|
545
|
|
|||||||
Consumer credit card
|
7
|
|
|
5
|
|
|
12
|
|
|
24
|
|
|
1,075
|
|
|
—
|
|
|
1,075
|
|
|||||||
Other consumer
|
11
|
|
|
4
|
|
|
4
|
|
|
19
|
|
|
1,040
|
|
|
—
|
|
|
1,040
|
|
|||||||
Total consumer
|
215
|
|
|
110
|
|
|
304
|
|
|
629
|
|
|
30,277
|
|
|
156
|
|
|
30,433
|
|
|||||||
|
$
|
266
|
|
|
$
|
137
|
|
|
$
|
320
|
|
|
$
|
723
|
|
|
$
|
80,380
|
|
|
$
|
782
|
|
|
$
|
81,162
|
|
|
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—vehicles
|
43
|
|
|
10
|
|
|
7
|
|
|
60
|
|
|
3,642
|
|
|
—
|
|
|
3,642
|
|
|||||||
Indirect—other consumer
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|
—
|
|
|
206
|
|
|||||||
Consumer credit card
|
8
|
|
|
5
|
|
|
12
|
|
|
25
|
|
|
1,009
|
|
|
—
|
|
|
1,009
|
|
|||||||
Other consumer
|
13
|
|
|
4
|
|
|
3
|
|
|
20
|
|
|
988
|
|
|
—
|
|
|
988
|
|
|||||||
Total consumer
|
236
|
|
|
121
|
|
|
332
|
|
|
689
|
|
|
28,881
|
|
|
211
|
|
|
29,092
|
|
|||||||
|
$
|
291
|
|
|
$
|
144
|
|
|
$
|
347
|
|
|
$
|
782
|
|
|
$
|
76,478
|
|
|
$
|
829
|
|
|
$
|
77,307
|
|
|
Non-accrual Impaired Loans 2015
|
|||||||||||||||||||||||||
|
|
|
|
|
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
|
$
|
363
|
|
|
$
|
41
|
|
|
$
|
322
|
|
|
$
|
26
|
|
|
$
|
296
|
|
|
$
|
98
|
|
|
38.3
|
%
|
Commercial real estate mortgage—owner-occupied
|
286
|
|
|
18
|
|
|
268
|
|
|
36
|
|
|
232
|
|
|
69
|
|
|
30.4
|
|
||||||
Commercial real estate construction—owner-occupied
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
50.0
|
|
||||||
Total commercial
|
651
|
|
|
59
|
|
|
592
|
|
|
62
|
|
|
530
|
|
|
168
|
|
|
34.9
|
|
||||||
Commercial investor real estate mortgage
|
36
|
|
|
5
|
|
|
31
|
|
|
13
|
|
|
18
|
|
|
8
|
|
|
36.1
|
|
||||||
Total investor real estate
|
36
|
|
|
5
|
|
|
31
|
|
|
13
|
|
|
18
|
|
|
8
|
|
|
36.1
|
|
||||||
Residential first mortgage
|
51
|
|
|
16
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
4
|
|
|
39.2
|
|
||||||
Home equity
|
14
|
|
|
1
|
|
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
7.1
|
|
||||||
Total consumer
|
65
|
|
|
17
|
|
|
48
|
|
|
—
|
|
|
48
|
|
|
4
|
|
|
32.3
|
|
||||||
|
$
|
752
|
|
|
$
|
81
|
|
|
$
|
671
|
|
|
$
|
75
|
|
|
$
|
596
|
|
|
$
|
180
|
|
|
34.7
|
%
|
|
Accruing Impaired Loans 2015
|
|||||||||||||||||
|
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
|
$
|
68
|
|
|
$
|
1
|
|
|
$
|
67
|
|
|
$
|
13
|
|
|
20.6
|
%
|
Commercial real estate mortgage—owner-occupied
|
89
|
|
|
6
|
|
|
83
|
|
|
8
|
|
|
15.7
|
|
||||
Commercial real estate construction—owner-occupied
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Total commercial
|
158
|
|
|
7
|
|
|
151
|
|
|
21
|
|
|
17.7
|
|
||||
Commercial investor real estate mortgage
|
141
|
|
|
8
|
|
|
133
|
|
|
13
|
|
|
14.9
|
|
||||
Commercial investor real estate construction
|
27
|
|
|
—
|
|
|
27
|
|
|
5
|
|
|
18.5
|
|
||||
Total investor real estate
|
168
|
|
|
8
|
|
|
160
|
|
|
18
|
|
|
15.5
|
|
||||
Residential first mortgage
|
457
|
|
|
13
|
|
|
444
|
|
|
57
|
|
|
15.3
|
|
||||
Home equity
|
328
|
|
|
—
|
|
|
328
|
|
|
7
|
|
|
2.1
|
|
||||
Indirect—vehicles
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Other consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Total consumer
|
800
|
|
|
13
|
|
|
787
|
|
|
64
|
|
|
9.6
|
|
||||
|
$
|
1,126
|
|
|
$
|
28
|
|
|
$
|
1,098
|
|
|
$
|
103
|
|
|
11.6
|
%
|
|
Total Impaired Loans 2015
|
|||||||||||||||||||||||||
|
|
|
|
|
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
|
$
|
431
|
|
|
$
|
42
|
|
|
$
|
389
|
|
|
$
|
26
|
|
|
$
|
363
|
|
|
$
|
111
|
|
|
35.5
|
%
|
Commercial real estate mortgage—owner-occupied
|
375
|
|
|
24
|
|
|
351
|
|
|
36
|
|
|
315
|
|
|
77
|
|
|
26.9
|
|
||||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
33.3
|
|
||||||
Total commercial
|
809
|
|
|
66
|
|
|
743
|
|
|
62
|
|
|
681
|
|
|
189
|
|
|
31.5
|
|
||||||
Commercial investor real estate mortgage
|
177
|
|
|
13
|
|
|
164
|
|
|
13
|
|
|
151
|
|
|
21
|
|
|
19.2
|
|
||||||
Commercial investor real estate construction
|
27
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
|
5
|
|
|
18.5
|
|
||||||
Total investor real estate
|
204
|
|
|
13
|
|
|
191
|
|
|
13
|
|
|
178
|
|
|
26
|
|
|
19.1
|
|
||||||
Residential first mortgage
|
508
|
|
|
29
|
|
|
479
|
|
|
—
|
|
|
479
|
|
|
61
|
|
|
17.7
|
|
||||||
Home equity
|
342
|
|
|
1
|
|
|
341
|
|
|
—
|
|
|
341
|
|
|
7
|
|
|
2.3
|
|
||||||
Indirect—vehicles
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||||
Total consumer
|
865
|
|
|
30
|
|
|
835
|
|
|
—
|
|
|
835
|
|
|
68
|
|
|
11.3
|
|
||||||
|
$
|
1,878
|
|
|
$
|
109
|
|
|
$
|
1,769
|
|
|
$
|
75
|
|
|
$
|
1,694
|
|
|
$
|
283
|
|
|
20.9
|
%
|
|
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—vehicles
|
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—vehicles
|
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.
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
|
Average
Balance |
|
Interest
Income Recognized |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Commercial and industrial
|
$
|
386
|
|
|
$
|
4
|
|
|
$
|
365
|
|
|
$
|
9
|
|
|
$
|
629
|
|
|
$
|
14
|
|
Commercial real estate mortgage—owner-occupied
|
345
|
|
|
9
|
|
|
473
|
|
|
12
|
|
|
579
|
|
|
11
|
|
||||||
Commercial real estate construction—owner-occupied
|
3
|
|
|
—
|
|
|
32
|
|
|
1
|
|
|
38
|
|
|
1
|
|
||||||
Total commercial
|
734
|
|
|
13
|
|
|
870
|
|
|
22
|
|
|
1,246
|
|
|
26
|
|
||||||
Commercial investor real estate mortgage
|
242
|
|
|
11
|
|
|
498
|
|
|
21
|
|
|
995
|
|
|
32
|
|
||||||
Commercial investor real estate construction
|
24
|
|
|
1
|
|
|
61
|
|
|
3
|
|
|
115
|
|
|
6
|
|
||||||
Total investor real estate
|
266
|
|
|
12
|
|
|
559
|
|
|
24
|
|
|
1,110
|
|
|
38
|
|
||||||
Residential first mortgage
|
477
|
|
|
15
|
|
|
457
|
|
|
14
|
|
|
1,114
|
|
|
38
|
|
||||||
Home equity
|
354
|
|
|
18
|
|
|
380
|
|
|
20
|
|
|
406
|
|
|
21
|
|
||||||
Indirect—vehicles
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Consumer credit card
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
Other consumer
|
14
|
|
|
1
|
|
|
20
|
|
|
1
|
|
|
32
|
|
|
2
|
|
||||||
Total consumer
|
848
|
|
|
34
|
|
|
860
|
|
|
35
|
|
|
1,555
|
|
|
61
|
|
||||||
Total impaired loans
|
$
|
1,848
|
|
|
$
|
59
|
|
|
$
|
2,289
|
|
|
$
|
81
|
|
|
$
|
3,911
|
|
|
$
|
125
|
|
|
2015
|
||||||||
|
|
|
|
|
Financial Impact
of Modifications
Considered TDRs
|
||||
|
Number of
Obligors
|
|
Recorded
Investment
|
|
Increase in
Allowance at
Modification
|
||||
|
(Dollars in millions)
|
||||||||
Commercial and industrial
|
185
|
|
$
|
207
|
|
|
$
|
4
|
|
Commercial real estate mortgage—owner-occupied
|
175
|
|
127
|
|
|
4
|
|
||
Total commercial
|
360
|
|
334
|
|
|
8
|
|
||
Commercial investor real estate mortgage
|
122
|
|
131
|
|
|
3
|
|
||
Commercial investor real estate construction
|
18
|
|
34
|
|
|
1
|
|
||
Total investor real estate
|
140
|
|
165
|
|
|
4
|
|
||
Residential first mortgage
|
400
|
|
101
|
|
|
13
|
|
||
Home equity
|
582
|
|
30
|
|
|
—
|
|
||
Consumer credit card
|
147
|
|
1
|
|
|
—
|
|
||
Indirect—vehicles and other consumer
|
345
|
|
4
|
|
|
—
|
|
||
Total consumer
|
1,474
|
|
136
|
|
|
13
|
|
||
|
1,974
|
|
$
|
635
|
|
|
$
|
25
|
|
|
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—vehicles and other consumer
|
270
|
|
4
|
|
|
—
|
|
||
Total consumer
|
1,574
|
|
155
|
|
|
17
|
|
||
|
2,389
|
|
$
|
1,011
|
|
|
$
|
33
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Defaulted During the Period, Where Modified in a TDR Twelve Months Prior to Default
|
|
|
|
||||
Commercial and industrial
|
$
|
10
|
|
|
$
|
49
|
|
Commercial real estate mortgage—owner-occupied
|
6
|
|
|
17
|
|
||
Total commercial
|
16
|
|
|
66
|
|
||
Commercial investor real estate mortgage
|
1
|
|
|
7
|
|
||
Commercial investor real estate construction
|
—
|
|
|
1
|
|
||
Total investor real estate
|
1
|
|
|
8
|
|
||
Residential first mortgage
|
21
|
|
|
15
|
|
||
Home equity
|
2
|
|
|
3
|
|
||
Total consumer
|
23
|
|
|
18
|
|
||
|
$
|
40
|
|
|
$
|
92
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Carrying value, beginning of year
|
$
|
257
|
|
|
$
|
297
|
|
|
$
|
191
|
|
Additions
|
36
|
|
|
40
|
|
|
84
|
|
|||
Increase (decrease) in fair value
(1)
:
|
|
|
|
|
|
||||||
Due to change in valuation inputs or assumptions
|
(2
|
)
|
|
(47
|
)
|
|
65
|
|
|||
Economic amortization associated with borrower repayments
|
(39
|
)
|
|
(33
|
)
|
|
(43
|
)
|
|||
Carrying value, end of year
|
$
|
252
|
|
|
$
|
257
|
|
|
$
|
297
|
|
(1)
|
"Economic amortization associated with borrower repayments" includes both total loan payoffs as well as partial paydowns.
|
|
2015
|
|
2014
|
||||
|
(Dollars in millions)
|
||||||
Unpaid principal balance
|
$
|
25,840
|
|
|
$
|
27,385
|
|
Weighted-average prepayment speed (CPR; percentage)
|
10.9
|
%
|
|
12.0
|
%
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(13
|
)
|
|
$
|
(14
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(25
|
)
|
|
$
|
(27
|
)
|
Option-adjusted spread (basis points)
|
997
|
|
|
898
|
|
||
Estimated impact on fair value of a 10% increase
|
$
|
(10
|
)
|
|
$
|
(8
|
)
|
Estimated impact on fair value of a 20% increase
|
$
|
(19
|
)
|
|
$
|
(16
|
)
|
Weighted-average coupon interest rate
|
4.4
|
%
|
|
4.4
|
%
|
||
Weighted-average remaining maturity (months)
|
279
|
|
|
279
|
|
||
Weighted-average servicing fee (basis points)
|
27.9
|
|
|
27.7
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Servicing related fees and other ancillary income
|
$
|
82
|
|
|
$
|
86
|
|
|
$
|
86
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Beginning balance
|
$
|
26
|
|
|
$
|
39
|
|
|
$
|
40
|
|
Additions (reductions), net
|
(11
|
)
|
|
(4
|
)
|
|
31
|
|
|||
Losses
|
(2
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|||
Ending balance
|
$
|
13
|
|
|
$
|
26
|
|
|
$
|
39
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Federal Reserve Bank
|
$
|
484
|
|
|
$
|
488
|
|
Federal Home Loan Bank
|
239
|
|
|
39
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Lease assets
|
$
|
862
|
|
|
$
|
—
|
|
Accumulated depreciation
|
(28
|
)
|
|
—
|
|
||
Investments in operating leases, net
|
$
|
834
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Land
|
$
|
488
|
|
|
$
|
521
|
|
Premises and improvements
|
1,762
|
|
|
1,768
|
|
||
Furniture and equipment
|
990
|
|
|
1,028
|
|
||
Software
|
506
|
|
|
440
|
|
||
Leasehold improvements
|
404
|
|
|
405
|
|
||
Construction in progress
|
222
|
|
|
176
|
|
||
|
4,372
|
|
|
4,338
|
|
||
Accumulated depreciation and amortization
|
(2,220
|
)
|
|
(2,145
|
)
|
||
|
$
|
2,152
|
|
|
$
|
2,193
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Corporate Bank
|
$
|
2,305
|
|
|
$
|
2,258
|
|
Consumer Bank
|
2,095
|
|
|
2,095
|
|
||
Wealth Management
|
478
|
|
|
463
|
|
||
|
$
|
4,878
|
|
|
$
|
4,816
|
|
As of Fourth Quarter 2015
|
Corporate
Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|||
Discount rate used in income approach
|
11.00
|
%
|
|
11.00
|
%
|
|
12.00
|
%
|
Public company method market multiplier
(1)
|
1.9x
|
|
|
1.5x
|
|
|
18.5x
|
|
Transaction method market multiplier
(2)
|
1.9x
|
|
|
1.9x
|
|
|
23.5x
|
|
(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
10 percent
control premium was assumed for the Corporate Bank reporting unit, a
30 percent
control premium was assumed for the Consumer Bank reporting unit and a
15 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 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.
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Core deposit intangibles
|
$
|
1,011
|
|
|
$
|
1,011
|
|
|
$
|
912
|
|
|
$
|
888
|
|
|
$
|
99
|
|
|
$
|
123
|
|
Purchased credit card relationship assets
|
175
|
|
|
175
|
|
|
86
|
|
|
70
|
|
|
89
|
|
|
105
|
|
||||||
Customer relationship and employment agreement assets
|
72
|
|
|
44
|
|
|
25
|
|
|
16
|
|
|
47
|
|
|
28
|
|
||||||
Other—amortizing
(1)
|
16
|
|
|
9
|
|
|
9
|
|
|
8
|
|
|
7
|
|
|
1
|
|
||||||
Fannie Mae DUS license
(2)
|
|
|
|
|
|
|
|
|
15
|
|
|
15
|
|
||||||||||
Other—non-amortizing
(3)
|
|
|
|
|
|
|
|
|
3
|
|
|
3
|
|
||||||||||
|
$
|
1,274
|
|
|
$
|
1,239
|
|
|
$
|
1,032
|
|
|
$
|
982
|
|
|
$
|
260
|
|
|
$
|
275
|
|
|
Year Ended December 31
|
||
|
(In millions)
|
||
2016
|
$
|
48
|
|
2017
|
42
|
|
|
2018
|
37
|
|
|
2019
|
31
|
|
|
2020
|
24
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Savings
|
$
|
7,287
|
|
|
$
|
6,653
|
|
Interest-bearing transaction
|
21,902
|
|
|
21,544
|
|
||
Money market—domestic
|
26,468
|
|
|
25,396
|
|
||
Money market—foreign
|
243
|
|
|
265
|
|
||
Time deposits
|
7,468
|
|
|
8,595
|
|
||
Interest-bearing customer deposits
|
63,368
|
|
|
62,453
|
|
||
Corporate treasury time deposits
|
200
|
|
|
—
|
|
||
|
$
|
63,568
|
|
|
$
|
62,453
|
|
|
|
||
|
December 31, 2015
|
||
|
(In millions)
|
||
2016
|
$
|
3,856
|
|
2017
|
1,504
|
|
|
2018
|
1,004
|
|
|
2019
|
244
|
|
|
2020
|
735
|
|
|
Thereafter
|
325
|
|
|
|
$
|
7,668
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Company funding sources:
|
|
|
|
||||
Federal Home Loan Bank advances
|
$
|
—
|
|
|
$
|
500
|
|
|
|
|
|
||||
Customer-related borrowings:
|
|
|
|
||||
Securities sold under agreements to repurchase
|
—
|
|
|
1,753
|
|
||
Customer collateral
|
10
|
|
|
—
|
|
||
|
10
|
|
|
1,753
|
|
||
|
$
|
10
|
|
|
$
|
2,253
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Regions Financial Corporation (Parent):
|
|
|
|
||||
5.75% senior notes due June 2015
|
$
|
—
|
|
|
$
|
499
|
|
2.00% senior notes due May 2018
|
749
|
|
|
748
|
|
||
7.75% subordinated notes due September 2024
|
100
|
|
|
100
|
|
||
6.75% subordinated debentures due November 2025
|
159
|
|
|
160
|
|
||
7.375% subordinated notes due December 2037
|
300
|
|
|
300
|
|
||
Valuation adjustments on hedged long-term debt
|
(7
|
)
|
|
(8
|
)
|
||
|
1,301
|
|
|
1,799
|
|
||
Regions Bank:
|
|
|
|
||||
Federal Home Loan Bank advances
|
5,255
|
|
|
8
|
|
||
2.25% senior notes due September 2018
|
749
|
|
|
—
|
|
||
5.20% subordinated notes due April 2015
|
—
|
|
|
350
|
|
||
7.50% subordinated notes due May 2018
|
500
|
|
|
750
|
|
||
6.45% subordinated notes due June 2037
|
497
|
|
|
497
|
|
||
3.80% affiliate subordinated notes due February 2025
|
150
|
|
|
—
|
|
||
Other long-term debt
|
48
|
|
|
57
|
|
||
Valuation adjustments on hedged long-term debt
|
(1
|
)
|
|
1
|
|
||
|
7,198
|
|
|
1,663
|
|
||
Elimination of 3.80% affiliate subordinated notes due February 2025
|
(150
|
)
|
|
—
|
|
||
Total consolidated
|
$
|
8,349
|
|
|
$
|
3,462
|
|
|
December 31, 2014
|
|
Minimum Requirement
|
|
To Be Well
Capitalized
|
|||||||
|
Amount
|
|
Ratio
|
|
||||||||
Basel I Regulatory Capital Rules
(2)
|
(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:
|
|
|
|
|
|
|
|
|||||
Regions Financial Corporation
|
$
|
12,390
|
|
|
10.86
|
%
|
|
3.00
|
%
|
|
5.00
|
%
|
Regions Bank
|
12,095
|
|
|
10.64
|
|
|
3.00
|
|
|
5.00
|
|
(1)
|
The 2015 Basel III CET1 capital, Tier 1 capital, Total capital, and Leverage capital ratios are estimated.
|
(2)
|
Regulatory capital measures for periods prior to 2015 were not revised to reflect the retrospective application of new accounting guidance related to investments in qualified affordable housing projects.
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|||||||
|
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
|
|
|
$
|
387
|
|
|
$
|
419
|
|
Series B
|
4/29/2014
|
|
9/15/2024
|
|
6.375
|
%
|
(1)
|
|
500
|
|
|
433
|
|
|
465
|
|
|||
|
|
|
|
|
|
|
|
$
|
1,000
|
|
|
$
|
820
|
|
|
$
|
884
|
|
|
2015
|
||||||||||||||||||
|
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
|
$
|
(55
|
)
|
|
$
|
175
|
|
|
$
|
33
|
|
|
$
|
(391
|
)
|
|
$
|
(238
|
)
|
Net change
|
8
|
|
|
(185
|
)
|
|
42
|
|
|
(7
|
)
|
|
(142
|
)
|
|||||
End of year
|
$
|
(47
|
)
|
|
$
|
(10
|
)
|
|
$
|
75
|
|
|
$
|
(398
|
)
|
|
$
|
(380
|
)
|
|
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
|
)
|
|
2015
|
|
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)
|
|
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
|
)
|
|
$
|
(14
|
)
|
|
$
|
(7
|
)
|
Net interest income and other financing income
|
|
6
|
|
|
5
|
|
|
3
|
|
Tax (expense) or benefit
|
|||
|
$
|
(8
|
)
|
|
$
|
(9
|
)
|
|
$
|
(4
|
)
|
Net of tax
|
Unrealized gains and (losses) on available for sale securities:
|
|
|
|
|
|
|
||||||
|
$
|
29
|
|
|
$
|
27
|
|
|
$
|
26
|
|
Securities gains, net
|
|
(10
|
)
|
|
(10
|
)
|
|
(9
|
)
|
Tax (expense) or benefit
|
|||
|
$
|
19
|
|
|
$
|
17
|
|
|
$
|
17
|
|
Net of tax
|
|
|
|
|
|
|
|
||||||
Gains (losses) on cash flow hedges:
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
153
|
|
|
$
|
126
|
|
|
$
|
86
|
|
Net interest income and other financing income
|
|
(58
|
)
|
|
(48
|
)
|
|
(33
|
)
|
Tax (expense) or benefit
|
|||
|
$
|
95
|
|
|
$
|
78
|
|
|
$
|
53
|
|
Net of tax
|
|
|
|
|
|
|
|
||||||
Amortization of defined benefit pension plans and other post employment benefits:
|
|
|
|
|
|
|
||||||
Prior service cost
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
(2)
|
Actuarial gains (losses)
|
(47
|
)
|
|
(24
|
)
|
|
(69
|
)
|
(2)
|
|||
|
(48
|
)
|
|
(25
|
)
|
|
(70
|
)
|
Total before tax
|
|||
|
17
|
|
|
9
|
|
|
25
|
|
Tax (expense) or benefit
|
|||
|
$
|
(31
|
)
|
|
$
|
(16
|
)
|
|
$
|
(45
|
)
|
Net of tax
|
|
|
|
|
|
|
|
||||||
Total reclassifications for the period
|
$
|
75
|
|
|
$
|
70
|
|
|
$
|
21
|
|
Net of tax
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions, except per share data)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,075
|
|
|
$
|
1,134
|
|
|
$
|
1,104
|
|
Preferred stock dividends
|
(64
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|||
Income from continuing operations available to common shareholders
|
1,011
|
|
|
1,082
|
|
|
1,072
|
|
|||
Income (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
13
|
|
|
(13
|
)
|
|||
Net income available to common shareholders
|
$
|
998
|
|
|
$
|
1,095
|
|
|
$
|
1,059
|
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding—basic
|
1,325
|
|
|
1,375
|
|
|
1,395
|
|
|||
Potential common shares
|
9
|
|
|
12
|
|
|
15
|
|
|||
Weighted-average common shares outstanding—diluted
|
1,334
|
|
|
1,387
|
|
|
1,410
|
|
|||
Earnings per common share from continuing operations available to common shareholders
(1)
:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.76
|
|
|
$
|
0.79
|
|
|
$
|
0.77
|
|
Diluted
|
0.76
|
|
|
0.78
|
|
|
0.76
|
|
|||
Earnings (loss) per common share from discontinued operations
(1)
:
|
|
|
|
|
|
||||||
Basic
|
(0.01
|
)
|
|
0.01
|
|
|
(0.01
|
)
|
|||
Diluted
|
(0.01
|
)
|
|
0.01
|
|
|
(0.01
|
)
|
|||
Earnings per common share
(1)
:
|
|
|
|
|
|
||||||
Basic
|
0.75
|
|
|
0.80
|
|
|
0.76
|
|
|||
Diluted
|
0.75
|
|
|
0.79
|
|
|
0.75
|
|
(1)
|
Certain per share amounts may not appear to reconcile due to rounding.
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Compensation cost of share-based compensation awards:
|
|
|
|
|
|
||||||
Restricted stock awards
|
$
|
50
|
|
|
$
|
47
|
|
|
$
|
35
|
|
Stock options
|
—
|
|
|
1
|
|
|
5
|
|
|||
Tax benefits related to compensation cost
|
(19
|
)
|
|
(18
|
)
|
|
(15
|
)
|
|||
Compensation cost of share-based compensation awards, net of tax
|
$
|
31
|
|
|
$
|
30
|
|
|
$
|
25
|
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic Value
(In millions)
|
|
Weighted-
Average
Remaining
Contractual
Term
|
|||||
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.
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(546,455
|
)
|
|
6.93
|
|
|
|
|
|
|||
Canceled/Forfeited
|
(5,420,064
|
)
|
|
31.88
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
19,350,157
|
|
|
$
|
21.06
|
|
|
$
|
20
|
|
|
2.45 yrs.
|
Exercisable at December 31, 2015
|
19,350,157
|
|
|
$
|
21.06
|
|
|
$
|
20
|
|
|
2.45 yrs.
|
|
Number of
Shares/Units
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
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
|
|
Granted
|
6,670,905
|
|
|
9.22
|
|
|
Vested
|
(8,222,576
|
)
|
|
6.09
|
|
|
Forfeited
|
(501,496
|
)
|
|
8.81
|
|
|
Non-vested at December 31, 2015
|
16,374,242
|
|
|
$
|
9.51
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation, beginning of year
|
$
|
2,044
|
|
|
$
|
1,777
|
|
|
$
|
172
|
|
|
$
|
165
|
|
|
$
|
2,216
|
|
|
$
|
1,942
|
|
Service cost
|
40
|
|
|
34
|
|
|
4
|
|
|
4
|
|
|
44
|
|
|
38
|
|
||||||
Interest cost
|
84
|
|
|
87
|
|
|
6
|
|
|
7
|
|
|
90
|
|
|
94
|
|
||||||
Actuarial (gains) losses
(1)
|
(107
|
)
|
|
302
|
|
|
1
|
|
|
18
|
|
|
(106
|
)
|
|
320
|
|
||||||
Benefit payments
(1)
|
(163
|
)
|
|
(153
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(170
|
)
|
|
(160
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(15
|
)
|
|
(9
|
)
|
|
(15
|
)
|
||||||
Projected benefit obligation, end of year
|
$
|
1,895
|
|
|
$
|
2,044
|
|
|
$
|
167
|
|
|
$
|
172
|
|
|
$
|
2,062
|
|
|
$
|
2,216
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets, beginning of year
|
$
|
1,859
|
|
|
$
|
1,812
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,859
|
|
|
$
|
1,812
|
|
Actual return on plan assets
(1)
|
(13
|
)
|
|
200
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
200
|
|
||||||
Company contributions
|
250
|
|
|
3
|
|
|
16
|
|
|
21
|
|
|
266
|
|
|
24
|
|
||||||
Benefit payments
(1)
|
(163
|
)
|
|
(153
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(170
|
)
|
|
(160
|
)
|
||||||
Administrative expenses
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Plan settlements
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(14
|
)
|
|
(9
|
)
|
|
(14
|
)
|
||||||
Fair value of plan assets, end of year
|
$
|
1,930
|
|
|
$
|
1,859
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,930
|
|
|
$
|
1,859
|
|
Funded status and accrued benefit cost at measurement date
|
$
|
35
|
|
|
$
|
(185
|
)
|
|
$
|
(167
|
)
|
|
$
|
(172
|
)
|
|
$
|
(132
|
)
|
|
$
|
(357
|
)
|
Amount recognized in the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets (liabilities)
|
$
|
35
|
|
|
$
|
(185
|
)
|
|
$
|
(167
|
)
|
|
$
|
(172
|
)
|
|
$
|
(132
|
)
|
|
$
|
(357
|
)
|
Pre-tax amounts recognized in Accumulated Other Comprehensive (Income) Loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss (gain)
|
$
|
607
|
|
|
$
|
593
|
|
|
$
|
42
|
|
|
$
|
47
|
|
|
$
|
649
|
|
|
$
|
640
|
|
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
|
$
|
607
|
|
|
$
|
593
|
|
|
$
|
42
|
|
|
$
|
48
|
|
|
$
|
649
|
|
|
$
|
641
|
|
(1)
|
A
$71 million
reclassification to increase benefit payments is reflected in the 2014 "Qualified Plan" and corresponding "Total" columns. There were no changes to the amounts of "projected benefit obligation" or "fair value of plan assets" at the end of 2014.
|
|
Qualified Plan
|
|
Non-qualified Plans
|
|
Total
|
|||||||||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||
|
(In millions)
|
|||||||||||||||||||||||||||||||||||
Service cost
|
$
|
40
|
|
|
$
|
34
|
|
|
$
|
38
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
44
|
|
|
$
|
38
|
|
|
$
|
41
|
|
|
Interest cost
|
84
|
|
|
87
|
|
|
84
|
|
|
6
|
|
|
7
|
|
|
6
|
|
|
90
|
|
|
94
|
|
|
90
|
|
||||||||||
Expected return on plan assets
|
(152
|
)
|
|
(138
|
)
|
|
(132
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152
|
)
|
|
(138
|
)
|
|
(132
|
)
|
||||||||||
Amortization of actuarial loss
|
43
|
|
|
21
|
|
|
66
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
47
|
|
|
24
|
|
|
69
|
|
||||||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||||||||
Settlement charge
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
||||||||||
Net periodic pension cost
|
$
|
15
|
|
|
$
|
4
|
|
|
$
|
56
|
|
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
13
|
|
|
$
|
32
|
|
|
$
|
22
|
|
|
$
|
69
|
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||
|
(In millions)
|
||||||
Actuarial loss
|
$
|
31
|
|
|
$
|
3
|
|
|
Qualified Plan
|
|
Non-Qualified Plans
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Discount rate
|
4.60
|
%
|
|
4.20
|
%
|
|
4.20
|
%
|
|
3.75
|
%
|
Rate of annual compensation increase
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|
Qualified Plan
|
|
Non-qualified Plans
|
||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||
Discount rate
|
4.20
|
%
|
|
5.00
|
%
|
|
4.25
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
3.65
|
%
|
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
|
%
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Cash and cash equivalents
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury and federal agency securities
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Obligations of states and political subdivisions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Corporate bonds
|
—
|
|
|
156
|
|
|
—
|
|
|
156
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
155
|
|
||||||||
Unit investment trusts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total fixed income securities
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
297
|
|
|
$
|
—
|
|
|
$
|
287
|
|
|
$
|
—
|
|
|
$
|
287
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
267
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|
278
|
|
|
—
|
|
|
—
|
|
|
278
|
|
||||||||
International
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||||||
Total equity securities
|
$
|
285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
285
|
|
|
$
|
296
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
296
|
|
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Domestic
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
International
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
||||||||
Total mutual funds
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
$
|
162
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162
|
|
Collective investment trust funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed income fund
|
—
|
|
|
315
|
|
|
—
|
|
|
315
|
|
|
—
|
|
|
298
|
|
|
—
|
|
|
298
|
|
||||||||
Common stock fund
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
||||||||
International fund
|
—
|
|
|
177
|
|
|
—
|
|
|
177
|
|
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||||||
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
743
|
|
|
$
|
—
|
|
|
$
|
678
|
|
|
$
|
—
|
|
|
$
|
678
|
|
International hedge funds
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
93
|
|
Real estate funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
210
|
|
Private equity funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
93
|
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
|
$
|
92
|
|
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
467
|
|
|
$
|
1,133
|
|
|
$
|
330
|
|
|
$
|
1,930
|
|
|
$
|
498
|
|
|
$
|
1,058
|
|
|
$
|
303
|
|
|
$
|
1,859
|
|
|
Real estate funds
|
|
Private equity funds
|
|
Other assets
|
||||||
|
|
|
(In millions)
|
|
|
||||||
Beginning balance, January 1, 2015
|
$
|
210
|
|
|
$
|
92
|
|
|
$
|
1
|
|
Actual return on plan assets:
|
|
|
|
|
|
||||||
Net appreciation (depreciation) in fair value of investments
|
23
|
|
|
(8
|
)
|
|
—
|
|
|||
Purchases, sales, issuances, and settlements, net
|
3
|
|
|
9
|
|
|
—
|
|
|||
Ending balance, December 31, 2015
|
$
|
236
|
|
|
$
|
93
|
|
|
$
|
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, 2015:
|
$
|
23
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Investment management and trust fee income
|
$
|
202
|
|
|
$
|
193
|
|
|
$
|
196
|
|
Insurance commissions and fees
|
140
|
|
|
124
|
|
|
114
|
|
|||
Capital markets fee income and other
|
104
|
|
|
73
|
|
|
87
|
|
|||
Insurance proceeds
|
91
|
|
|
—
|
|
|
—
|
|
|||
Commercial credit fee income
|
76
|
|
|
61
|
|
|
65
|
|
|||
Bank-owned life insurance
|
74
|
|
|
85
|
|
|
82
|
|
|||
Investment services fee income
|
55
|
|
|
43
|
|
|
34
|
|
|||
Net revenue from affordable housing
|
24
|
|
|
16
|
|
|
28
|
|
|||
Leveraged lease termination gains, net
|
8
|
|
|
10
|
|
|
39
|
|
|||
Gain on sale of other assets
|
—
|
|
|
—
|
|
|
24
|
|
|||
Other miscellaneous income
|
80
|
|
|
93
|
|
|
112
|
|
|||
|
$
|
854
|
|
|
$
|
698
|
|
|
$
|
781
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Outside services
|
$
|
149
|
|
|
$
|
131
|
|
|
$
|
106
|
|
Professional, legal and regulatory expenses
|
137
|
|
|
235
|
|
|
190
|
|
|||
FDIC insurance assessments
(1)
|
105
|
|
|
75
|
|
|
125
|
|
|||
Marketing
|
98
|
|
|
95
|
|
|
98
|
|
|||
Branch consolidation, property and equipment charges
|
56
|
|
|
16
|
|
|
5
|
|
|||
Credit/checkcard expenses
|
54
|
|
|
44
|
|
|
41
|
|
|||
Loss on early extinguishment of debt
|
43
|
|
|
—
|
|
|
61
|
|
|||
Gain on sale of TDRs held for sale, net
|
—
|
|
|
(35
|
)
|
|
—
|
|
|||
Provision (credit) for unfunded credit losses
|
(13
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|||
Other miscellaneous expenses
|
431
|
|
|
419
|
|
|
472
|
|
|||
|
$
|
1,060
|
|
|
$
|
967
|
|
|
$
|
1,093
|
|
(1)
|
Prior to December 31, 2015, this was referred to as "deposit administrative fee".
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Current income tax expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
293
|
|
|
$
|
359
|
|
|
$
|
176
|
|
State
|
7
|
|
|
15
|
|
|
19
|
|
|||
Total current expense
|
$
|
300
|
|
|
$
|
374
|
|
|
$
|
195
|
|
Deferred income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal
|
$
|
115
|
|
|
$
|
107
|
|
|
$
|
372
|
|
State
|
40
|
|
|
67
|
|
|
(6
|
)
|
|||
Total deferred expense
|
$
|
155
|
|
|
$
|
174
|
|
|
$
|
366
|
|
Total income tax expense
|
$
|
455
|
|
|
$
|
548
|
|
|
$
|
561
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(Dollars in millions)
|
||||||||||
Tax on income from continuing operations computed at statutory federal income tax rate
|
$
|
535
|
|
|
$
|
589
|
|
|
$
|
582
|
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
||||||
State income tax, net of federal tax effect
|
30
|
|
|
53
|
|
|
8
|
|
|||
Affordable housing investment amortization, net of tax benefits
|
(47
|
)
|
|
(45
|
)
|
|
(25
|
)
|
|||
Tax-exempt income from obligations of states and political subdivisions
|
(44
|
)
|
|
(36
|
)
|
|
(32
|
)
|
|||
Bank-owned life insurance
|
(30
|
)
|
|
(33
|
)
|
|
(33
|
)
|
|||
Lease financing
|
18
|
|
|
25
|
|
|
38
|
|
|||
Regulatory charge (recovery), net
|
—
|
|
|
1
|
|
|
20
|
|
|||
Other, net
|
(7
|
)
|
|
(6
|
)
|
|
3
|
|
|||
Income tax expense
|
$
|
455
|
|
|
$
|
548
|
|
|
$
|
561
|
|
Effective tax rate
|
29.7
|
%
|
|
32.6
|
%
|
|
33.7
|
%
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
445
|
|
|
$
|
444
|
|
Unrealized gains and losses included in stockholders’ equity
|
233
|
|
|
146
|
|
||
Accrued expenses
|
123
|
|
|
193
|
|
||
State net operating loss carryfowards, net of federal tax effect
|
116
|
|
|
134
|
|
||
Employee benefits and deferred compensation
|
25
|
|
|
126
|
|
||
Federal tax credit carryforwards
|
13
|
|
|
10
|
|
||
Other
|
64
|
|
|
63
|
|
||
Total deferred tax assets
|
1,019
|
|
|
1,116
|
|
||
Less: valuation allowance
|
(29
|
)
|
|
(32
|
)
|
||
Total deferred tax assets less valuation allowance
|
990
|
|
|
1,084
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Lease financing
|
431
|
|
|
418
|
|
||
Goodwill and intangibles
|
165
|
|
|
171
|
|
||
Mortgage servicing rights
|
83
|
|
|
79
|
|
||
Fixed assets
|
27
|
|
|
23
|
|
||
Other
|
30
|
|
|
25
|
|
||
Total deferred tax liabilities
|
736
|
|
|
716
|
|
||
Net deferred tax asset
|
$
|
254
|
|
|
$
|
368
|
|
|
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)
|
|
13
|
|
|
—
|
|
|
13
|
|
|
N/A
|
|
Net operating losses-states
|
2016-2020
|
|
56
|
|
|
(6
|
)
|
|
50
|
|
|
1,185
|
|
Net operating losses-states
|
2021-2027
|
|
44
|
|
|
(18
|
)
|
|
26
|
|
|
619
|
|
Net operating losses-states
|
2028-2035
|
|
16
|
|
|
(3
|
)
|
|
13
|
|
|
331
|
|
Other credits-states
|
2016-2020
|
|
6
|
|
|
(2
|
)
|
|
4
|
|
|
N/A
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Balance at beginning of year
|
$
|
50
|
|
|
$
|
51
|
|
|
$
|
55
|
|
Additions based on tax positions related to the current year
|
2
|
|
|
3
|
|
|
2
|
|
|||
Additions based on tax positions taken in a prior period
|
—
|
|
|
—
|
|
|
4
|
|
|||
Reductions based on tax positions taken in a prior period
|
(8
|
)
|
|
(1
|
)
|
|
(10
|
)
|
|||
Settlements
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
38
|
|
|
$
|
50
|
|
|
$
|
51
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
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
|
$
|
2,450
|
|
|
$
|
5
|
|
|
$
|
27
|
|
|
$
|
2,817
|
|
|
$
|
6
|
|
|
$
|
30
|
|
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
9,800
|
|
|
109
|
|
|
9
|
|
|
8,050
|
|
|
38
|
|
|
31
|
|
||||||
Total derivatives designated as hedging instruments
|
$
|
12,250
|
|
|
$
|
114
|
|
|
$
|
36
|
|
|
$
|
10,867
|
|
|
$
|
44
|
|
|
$
|
61
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
40,612
|
|
|
$
|
496
|
|
|
$
|
528
|
|
|
$
|
45,860
|
|
|
$
|
941
|
|
|
$
|
972
|
|
Interest rate options
|
3,441
|
|
|
11
|
|
|
1
|
|
|
3,016
|
|
|
10
|
|
|
2
|
|
||||||
Interest rate futures and forward commitments
|
17,288
|
|
|
5
|
|
|
6
|
|
|
17,978
|
|
|
3
|
|
|
8
|
|
||||||
Other contracts
|
4,367
|
|
|
200
|
|
|
187
|
|
|
4,149
|
|
|
217
|
|
|
211
|
|
||||||
Total derivatives not designated as hedging instruments
|
$
|
65,708
|
|
|
$
|
712
|
|
|
$
|
722
|
|
|
$
|
71,003
|
|
|
$
|
1,171
|
|
|
$
|
1,193
|
|
Total derivatives
|
$
|
77,958
|
|
|
$
|
826
|
|
|
$
|
758
|
|
|
$
|
81,870
|
|
|
$
|
1,215
|
|
|
$
|
1,254
|
|
(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
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In millions)
|
|
|
|
(In millions)
|
||||||||||||||||||||
Fair Value Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Debt/CDs
|
$
|
17
|
|
|
$
|
24
|
|
|
$
|
57
|
|
|
Interest expense
|
|
$
|
4
|
|
|
$
|
19
|
|
|
$
|
8
|
|
Debt/CDs
|
(1
|
)
|
|
(6
|
)
|
|
(76
|
)
|
|
Other non-interest expense
|
|
1
|
|
|
9
|
|
|
66
|
|
||||||
Securities available for sale
|
(14
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|
Interest income
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Securities available for sale
|
(8
|
)
|
|
(60
|
)
|
|
33
|
|
|
Other non-interest expense
|
|
6
|
|
|
51
|
|
|
(33
|
)
|
||||||
Total
|
$
|
(6
|
)
|
|
$
|
(58
|
)
|
|
$
|
8
|
|
|
|
|
$
|
11
|
|
|
$
|
79
|
|
|
$
|
41
|
|
|
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)
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
(In millions)
|
|
|
|
(In millions)
|
||||||||||||||||||||
Cash Flow Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
$
|
42
|
|
|
$
|
15
|
|
|
$
|
(87
|
)
|
|
Interest income on loans
|
|
$
|
153
|
|
|
$
|
131
|
|
|
$
|
101
|
|
Forward starting swaps
|
—
|
|
|
3
|
|
|
9
|
|
|
Interest expense on debt
|
|
—
|
|
|
(5
|
)
|
|
(15
|
)
|
||||||
Total
|
$
|
42
|
|
|
$
|
18
|
|
|
$
|
(78
|
)
|
|
|
|
$
|
153
|
|
|
$
|
126
|
|
|
$
|
86
|
|
Derivatives Not Designated as Hedging Instruments
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Capital markets fee income and other
(1)
:
|
|
|
|
|
|
||||||
Interest rate swaps
|
$
|
14
|
|
|
$
|
12
|
|
|
$
|
25
|
|
Interest rate options
|
14
|
|
|
—
|
|
|
2
|
|
|||
Interest rate futures and forward commitments
|
3
|
|
|
(1
|
)
|
|
1
|
|
|||
Other contracts
|
11
|
|
|
13
|
|
|
14
|
|
|||
Total capital markets fee income and other
|
42
|
|
|
24
|
|
|
42
|
|
|||
Mortgage income:
|
|
|
|
|
|
||||||
Interest rate swaps
|
13
|
|
|
35
|
|
|
(32
|
)
|
|||
Interest rate options
|
(1
|
)
|
|
1
|
|
|
(18
|
)
|
|||
Interest rate futures and forward commitments
|
3
|
|
|
2
|
|
|
(3
|
)
|
|||
Total mortgage income
|
15
|
|
|
38
|
|
|
(53
|
)
|
|||
|
$
|
57
|
|
|
$
|
62
|
|
|
$
|
(11
|
)
|
|
Offsetting Derivative Assets
|
|
Offsetting Derivative Liabilities
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(In millions)
|
||||||||||||||
Gross amounts subject to offsetting
|
$
|
718
|
|
|
$
|
1,157
|
|
|
$
|
677
|
|
|
$
|
1,195
|
|
Gross amounts not subject to offsetting
|
108
|
|
|
58
|
|
|
81
|
|
|
59
|
|
||||
Gross amounts recognized
|
826
|
|
|
1,215
|
|
|
758
|
|
|
1,254
|
|
||||
Gross amounts offset in the consolidated balance sheets
(1)
|
409
|
|
|
815
|
|
|
558
|
|
|
1,054
|
|
||||
Net amounts presented in the consolidated balance sheets
|
417
|
|
|
400
|
|
|
200
|
|
|
200
|
|
||||
Gross amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
||||||||
Financial instruments
|
5
|
|
|
8
|
|
|
50
|
|
|
—
|
|
||||
Cash collateral received/posted
|
6
|
|
|
—
|
|
|
52
|
|
|
29
|
|
||||
Net amounts
|
$
|
406
|
|
|
$
|
392
|
|
|
$
|
98
|
|
|
$
|
171
|
|
|
2015
|
|
|
2014
|
||||||||||||||||||||||||||||
|
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
|
$
|
110
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
143
|
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury securities
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
228
|
|
|
|
$
|
176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176
|
|
Federal agency securities
|
—
|
|
|
218
|
|
|
—
|
|
|
218
|
|
|
|
—
|
|
|
235
|
|
|
—
|
|
|
235
|
|
||||||||
Obligations of states and political subdivisions
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Mortgage-backed securities (MBS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential agency
|
—
|
|
|
16,062
|
|
|
—
|
|
|
16,062
|
|
|
|
—
|
|
|
16,038
|
|
|
—
|
|
|
16,038
|
|
||||||||
Residential non-agency
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||||||
Commercial agency
|
—
|
|
|
3,018
|
|
|
—
|
|
|
3,018
|
|
|
|
—
|
|
|
1,964
|
|
|
—
|
|
|
1,964
|
|
||||||||
Commercial non-agency
|
—
|
|
|
1,231
|
|
|
—
|
|
|
1,231
|
|
|
|
—
|
|
|
1,494
|
|
|
—
|
|
|
1,494
|
|
||||||||
Corporate and other debt securities
|
—
|
|
|
1,664
|
|
|
3
|
|
|
1,667
|
|
|
|
—
|
|
|
1,987
|
|
|
3
|
|
|
1,990
|
|
||||||||
Equity securities
|
280
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
||||||||
Total securities available for sale
|
$
|
508
|
|
|
$
|
22,194
|
|
|
$
|
8
|
|
|
$
|
22,710
|
|
|
|
$
|
322
|
|
|
$
|
21,720
|
|
|
$
|
11
|
|
|
$
|
22,053
|
|
Mortgage loans held for sale
|
$
|
—
|
|
|
$
|
353
|
|
|
$
|
—
|
|
|
$
|
353
|
|
|
|
$
|
—
|
|
|
$
|
440
|
|
|
$
|
—
|
|
|
$
|
440
|
|
Residential mortgage servicing rights
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
252
|
|
|
$
|
252
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257
|
|
|
$
|
257
|
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
610
|
|
|
$
|
—
|
|
|
$
|
610
|
|
|
|
$
|
—
|
|
|
$
|
985
|
|
|
$
|
—
|
|
|
$
|
985
|
|
Interest rate options
|
—
|
|
|
1
|
|
|
10
|
|
|
11
|
|
|
|
—
|
|
|
2
|
|
|
8
|
|
|
10
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Other contracts
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
||||||||
Total derivative assets
|
$
|
—
|
|
|
$
|
816
|
|
|
$
|
10
|
|
|
$
|
826
|
|
|
|
$
|
—
|
|
|
$
|
1,207
|
|
|
$
|
8
|
|
|
$
|
1,215
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
564
|
|
|
$
|
—
|
|
|
$
|
564
|
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
|
$
|
—
|
|
|
$
|
1,033
|
|
Interest rate options
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Interest rate futures and forward commitments
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Other contracts
|
—
|
|
|
187
|
|
|
—
|
|
|
187
|
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||||
Total derivative liabilities
|
$
|
—
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
758
|
|
|
|
$
|
—
|
|
|
$
|
1,254
|
|
|
$
|
—
|
|
|
$
|
1,254
|
|
Nonrecurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
36
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
33
|
|
Foreclosed property and other real estate
|
—
|
|
|
30
|
|
|
8
|
|
|
38
|
|
|
|
—
|
|
|
41
|
|
|
8
|
|
|
49
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||||||||||
|
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Opening Balance January 1, 2015
|
|
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, 2015
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Level 3 Instruments Only
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading account securities
|
$
|
—
|
|
|
(4
|
)
|
(1)
|
—
|
|
|
45
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
33
|
|
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential non-agency MBS
|
$
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
$
|
5
|
|
Corporate and other debt securities
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||
Total securities available for sale
|
$
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
$
|
8
|
|
Residential mortgage servicing rights
|
$
|
257
|
|
|
(41
|
)
|
(2)
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
252
|
|
Total derivatives, net
|
$
|
8
|
|
|
105
|
|
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
$
|
10
|
|
|
Year Ended December 31, 2014
|
||||||||||||||||||||||||||||||
|
Opening
Balance
January 1,
2014
|
|
Total Realized /
Unrealized
Gains or Losses
|
|
Purchases
|
|
Sales
|
|
Issuances
|
|
Settlements
|
|
Transfers
into
Level 3
|
|
Transfers
out of
Level 3
|
|
Closing
Balance December 31, 2014 |
||||||||||||||
|
Included
in Earnings
|
|
Included
in Other
Compre-
hensive
Income
(Loss)
|
|
|||||||||||||||||||||||||||
|
(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
|
)
|
(2)
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
257
|
|
Total derivatives, net
|
$
|
5
|
|
|
93
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
(2)
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
297
|
|
Total derivatives, net
|
$
|
22
|
|
|
77
|
|
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
$
|
5
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Loans held for sale
|
$
|
(40
|
)
|
|
$
|
(42
|
)
|
Foreclosed property and other real estate
|
(7
|
)
|
|
(29
|
)
|
|
December 31, 2015
|
||||||
|
Level 3
Estimated Fair Value at
December 31, 2015
|
|
Valuation
Technique
|
|
Unobservable
Input(s)
|
|
Quantitative Range of
Unobservable Inputs and
(Weighted-Average)
|
|
(Dollars in millions)
|
||||||
Recurring fair value measurements:
|
|
|
|
|
|
|
|
Trading account securities
|
$33
|
|
Market comparable
|
|
Spread from US High Yield B Effective Yield Index
|
|
4.7%
|
Securities available for sale:
|
|
|
|
|
|
|
|
Residential non-agency MBS
|
$5
|
|
Discounted cash flow
|
|
Spread to LIBOR
|
|
5.5% - 70.1% (23.0%)
|
|
|
|
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
5.6% - 11.9% (9.9%)
|
|
|
|
|
|
Probability of default
|
|
2.2%
|
|
|
|
|
|
Loss severity
|
|
74.3%
|
Corporate and other debt securities
|
$3
|
|
Market comparable
|
|
Evaluated quote on same issuer/comparable bond
|
|
100.2%
|
Residential mortgage servicing rights
(1)
|
$252
|
|
Discounted cash flow
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
10.5% - 11.5% (10.9%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
8.7% - 13.3% (10.0%)
|
Derivative assets:
|
|
|
|
|
|
|
|
Interest rate options
|
$9
|
|
Interest rate lock commitments on the residential loans are valued using discounted cash flows
|
|
Weighted-average prepayment speed (CPR; percentage)
|
|
10.5% - 11.5% (10.9%)
|
|
|
|
|
|
Option-adjusted spread (percentage)
|
|
8.7% - 13.3% (10.0%)
|
|
|
|
|
|
Pull-through
|
|
18.9% - 99.4% (80.7%)
|
|
$1
|
|
Interest rate lock commitments on the commercial mortgage loans are valued using discounted cash flows
|
|
Internal rate of return
|
|
12.0%
|
Nonrecurring fair value measurements:
|
|
|
|
|
|
|
|
Loans held for sale
|
$36
|
|
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)
|
|
11.1% - 85.7% (69.0%)
|
Foreclosed property and other real estate
|
$5
|
|
Property in foreclosure is valued by discount to appraised value of property based on recent market activity for sales of similar properties
|
|
Appraisal comparability adjustment (discount)
|
|
25.0% - 44.0% (30.3%)
|
|
$3
|
|
Bank owned property valuations are based on comparable sales and local broker network estimates provided by a third-party real estate services provider
|
|
Estimated third-party valuations utilizing available sales data for similar transactions (discount)
|
|
3.0% - 58.8% (39.2%)
|
|
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 rights
(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 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)
|
|
8.3% - 90.9% (53.3%)
|
Foreclosed property and other real estate
|
$8
|
|
Property in foreclosure is valued by 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
|
|
Property in foreclosure is valued by 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%)
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
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
|
$
|
353
|
|
|
$
|
341
|
|
|
$
|
12
|
|
|
$
|
440
|
|
|
$
|
421
|
|
|
$
|
19
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net gains (losses) resulting from changes in fair value
|
$
|
(8
|
)
|
|
$
|
15
|
|
|
2015
|
||||||||||||||||||
|
Carrying
Amount
|
|
Estimated
Fair
Value
(1)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5,314
|
|
|
$
|
5,314
|
|
|
$
|
5,314
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trading account securities
|
143
|
|
|
143
|
|
|
110
|
|
|
—
|
|
|
33
|
|
|||||
Securities held to maturity
|
1,946
|
|
|
1,969
|
|
|
1
|
|
|
1,968
|
|
|
—
|
|
|||||
Securities available for sale
|
22,710
|
|
|
22,710
|
|
|
508
|
|
|
22,194
|
|
|
8
|
|
|||||
Loans held for sale
|
448
|
|
|
448
|
|
|
—
|
|
|
353
|
|
|
95
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses
(2)(3)
|
79,140
|
|
|
75,399
|
|
|
—
|
|
|
—
|
|
|
75,399
|
|
|||||
Other earning assets
(4)
|
818
|
|
|
818
|
|
|
—
|
|
|
818
|
|
|
—
|
|
|||||
Derivative assets
|
826
|
|
|
826
|
|
|
—
|
|
|
816
|
|
|
10
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative liabilities
|
758
|
|
|
758
|
|
|
—
|
|
|
758
|
|
|
—
|
|
|||||
Deposits
|
98,430
|
|
|
98,464
|
|
|
—
|
|
|
98,464
|
|
|
—
|
|
|||||
Short-term borrowings
|
10
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|||||
Long-term borrowings
|
8,349
|
|
|
8,615
|
|
|
—
|
|
|
5,775
|
|
|
2,840
|
|
|||||
Loan commitments and letters of credit
|
85
|
|
|
495
|
|
|
—
|
|
|
—
|
|
|
495
|
|
|||||
Indemnification obligation
|
77
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
(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, 2015
was
$3.7 billion
or
4.7
percent.
|
(3)
|
Excluded from this table is the capital lease carrying amount of
$916 million
at
December 31, 2015
.
|
(4)
|
Excluded from this table is the operating lease carrying amount of
$834 million
at December 31, 2015.
|
|
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
(2)
|
22,053
|
|
|
22,053
|
|
|
322
|
|
|
21,720
|
|
|
11
|
|
|||||
Loans held for sale
|
541
|
|
|
541
|
|
|
—
|
|
|
440
|
|
|
101
|
|
|||||
Loans (excluding leases), net of unearned income and allowance for loan losses
(3)(4)
|
74,482
|
|
|
70,114
|
|
|
—
|
|
|
—
|
|
|
70,114
|
|
|||||
Other earning assets
(2)
|
616
|
|
|
616
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|||||
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)
|
Investments in FRB and FHLB stock were reclassified from securities available for sale to other earning assets during the fourth quarter of 2015. All periods presented have been revised to reflect this presentation.
|
(3)
|
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.
|
(4)
|
Excluded from this table is the capital lease carrying amount of
$1.7 billion
at
December 31, 2014
.
|
•
|
Net interest income and other financing 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 and other financing 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.
|
|
2015
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,123
|
|
|
$
|
2,430
|
|
|
$
|
171
|
|
|
$
|
(417
|
)
|
|
$
|
3,307
|
|
|
$
|
—
|
|
|
$
|
3,307
|
|
Provision (credit) for loan losses
|
32
|
|
|
199
|
|
|
8
|
|
|
2
|
|
|
241
|
|
|
—
|
|
|
241
|
|
|||||||
Non-interest income
|
402
|
|
|
1,106
|
|
|
405
|
|
|
158
|
|
|
2,071
|
|
|
—
|
|
|
2,071
|
|
|||||||
Non-interest expense
|
604
|
|
|
2,402
|
|
|
431
|
|
|
170
|
|
|
3,607
|
|
|
22
|
|
|
3,629
|
|
|||||||
Income (loss) before income taxes
|
889
|
|
|
935
|
|
|
137
|
|
|
(431
|
)
|
|
1,530
|
|
|
(22
|
)
|
|
1,508
|
|
|||||||
Income tax expense (benefit)
|
338
|
|
|
355
|
|
|
52
|
|
|
(290
|
)
|
|
455
|
|
|
(9
|
)
|
|
446
|
|
|||||||
Net income (loss)
|
$
|
551
|
|
|
$
|
580
|
|
|
$
|
85
|
|
|
$
|
(141
|
)
|
|
$
|
1,075
|
|
|
$
|
(13
|
)
|
|
$
|
1,062
|
|
Average assets
|
$
|
46,268
|
|
|
$
|
38,336
|
|
|
$
|
2,914
|
|
|
$
|
34,747
|
|
|
$
|
122,265
|
|
|
$
|
—
|
|
|
$
|
122,265
|
|
|
2014
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,138
|
|
|
$
|
2,449
|
|
|
$
|
180
|
|
|
$
|
(487
|
)
|
|
$
|
3,280
|
|
|
$
|
—
|
|
|
$
|
3,280
|
|
Provision (credit) for loan losses
|
18
|
|
|
285
|
|
|
4
|
|
|
(238
|
)
|
|
69
|
|
|
—
|
|
|
69
|
|
|||||||
Non-interest income
|
337
|
|
|
1,111
|
|
|
367
|
|
|
88
|
|
|
1,903
|
|
|
19
|
|
|
1,922
|
|
|||||||
Non-interest expense
|
545
|
|
|
2,325
|
|
|
405
|
|
|
157
|
|
|
3,432
|
|
|
(2
|
)
|
|
3,430
|
|
|||||||
Income (loss) before income taxes
|
912
|
|
|
950
|
|
|
138
|
|
|
(318
|
)
|
|
1,682
|
|
|
21
|
|
|
1,703
|
|
|||||||
Income tax expense (benefit)
|
347
|
|
|
361
|
|
|
53
|
|
|
(213
|
)
|
|
548
|
|
|
8
|
|
|
556
|
|
|||||||
Net income (loss)
|
$
|
565
|
|
|
$
|
589
|
|
|
$
|
85
|
|
|
$
|
(105
|
)
|
|
$
|
1,134
|
|
|
$
|
13
|
|
|
$
|
1,147
|
|
Average assets
|
$
|
43,573
|
|
|
$
|
38,378
|
|
|
$
|
2,944
|
|
|
$
|
33,457
|
|
|
$
|
118,352
|
|
|
$
|
—
|
|
|
$
|
118,352
|
|
|
2013
|
||||||||||||||||||||||||||
|
Corporate Bank
|
|
Consumer
Bank
|
|
Wealth
Management
|
|
Other
|
|
Continuing
Operations
|
|
Discontinued
Operations
|
|
Consolidated
|
||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||
Net interest income and other financing income (loss)
|
$
|
1,170
|
|
|
$
|
2,530
|
|
|
$
|
185
|
|
|
$
|
(622
|
)
|
|
$
|
3,263
|
|
|
$
|
—
|
|
|
$
|
3,263
|
|
Provision (credit) for loan losses
|
108
|
|
|
587
|
|
|
21
|
|
|
(578
|
)
|
|
138
|
|
|
—
|
|
|
138
|
|
|||||||
Non-interest income
|
386
|
|
|
1,234
|
|
|
378
|
|
|
98
|
|
|
2,096
|
|
|
—
|
|
|
2,096
|
|
|||||||
Non-interest expense
|
485
|
|
|
2,464
|
|
|
407
|
|
|
200
|
|
|
3,556
|
|
|
24
|
|
|
3,580
|
|
|||||||
Income (loss) before income taxes
|
963
|
|
|
713
|
|
|
135
|
|
|
(146
|
)
|
|
1,665
|
|
|
(24
|
)
|
|
1,641
|
|
|||||||
Income tax expense (benefit)
|
366
|
|
|
271
|
|
|
51
|
|
|
(127
|
)
|
|
561
|
|
|
(11
|
)
|
|
550
|
|
|||||||
Net income (loss)
|
$
|
597
|
|
|
$
|
442
|
|
|
$
|
84
|
|
|
$
|
(19
|
)
|
|
$
|
1,104
|
|
|
$
|
(13
|
)
|
|
$
|
1,091
|
|
Average assets
|
$
|
39,389
|
|
|
$
|
39,509
|
|
|
$
|
3,024
|
|
|
$
|
35,790
|
|
|
$
|
117,712
|
|
|
$
|
—
|
|
|
$
|
117,712
|
|
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Unused commitments to extend credit
|
$
|
45,516
|
|
|
$
|
43,724
|
|
Standby letters of credit
|
1,477
|
|
|
1,697
|
|
||
Commercial letters of credit
|
63
|
|
|
71
|
|
||
Liabilities associated with standby letters of credit
|
32
|
|
|
40
|
|
||
Assets associated with standby letters of credit
|
33
|
|
|
40
|
|
||
Reserve for unfunded credit commitments
|
52
|
|
|
65
|
|
|
Premises
|
|
Equipment
|
|
Total
|
||||||
|
(In millions)
|
||||||||||
2016
|
$
|
107
|
|
|
$
|
32
|
|
|
$
|
139
|
|
2017
|
99
|
|
|
25
|
|
|
124
|
|
|||
2018
|
89
|
|
|
14
|
|
|
103
|
|
|||
2019
|
82
|
|
|
10
|
|
|
92
|
|
|||
2020
|
70
|
|
|
5
|
|
|
75
|
|
|||
Thereafter
|
279
|
|
|
—
|
|
|
279
|
|
|||
|
$
|
726
|
|
|
$
|
86
|
|
|
$
|
812
|
|
|
December 31
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Assets
|
|
|
|
||||
Interest-bearing deposits in other banks
|
$
|
759
|
|
|
$
|
1,875
|
|
Loans to subsidiaries
|
10
|
|
|
11
|
|
||
Securities available for sale
|
20
|
|
|
19
|
|
||
Premises and equipment, net
|
43
|
|
|
22
|
|
||
Investments in subsidiaries:
|
|
|
|
||||
Banks
|
16,724
|
|
|
16,447
|
|
||
Non-banks
|
372
|
|
|
278
|
|
||
|
17,096
|
|
|
16,725
|
|
||
Other assets
|
407
|
|
|
423
|
|
||
Total assets
|
$
|
18,335
|
|
|
$
|
19,075
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Long-term borrowings
|
$
|
1,301
|
|
|
$
|
1,799
|
|
Other liabilities
|
190
|
|
|
403
|
|
||
Total liabilities
|
1,491
|
|
|
2,202
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock
|
820
|
|
|
884
|
|
||
Common stock
|
13
|
|
|
14
|
|
||
Additional paid-in capital
|
17,883
|
|
|
18,767
|
|
||
Retained earnings (deficit)
|
(115
|
)
|
|
(1,177
|
)
|
||
Treasury stock, at cost
|
(1,377
|
)
|
|
(1,377
|
)
|
||
Accumulated other comprehensive income (loss), net
|
(380
|
)
|
|
(238
|
)
|
||
Total stockholders’ equity
|
16,844
|
|
|
16,873
|
|
||
Total liabilities and stockholders’ equity
|
$
|
18,335
|
|
|
$
|
19,075
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Income:
|
|
|
|
|
|
||||||
Dividends received from subsidiaries
|
$
|
860
|
|
|
$
|
1,185
|
|
|
$
|
1,520
|
|
Service fees from subsidiaries
|
—
|
|
|
2
|
|
|
160
|
|
|||
Interest from subsidiaries
|
7
|
|
|
5
|
|
|
3
|
|
|||
Insurance proceeds
|
91
|
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
958
|
|
|
1,192
|
|
|
1,684
|
|
|||
Expenses:
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
51
|
|
|
52
|
|
|
180
|
|
|||
Interest
|
60
|
|
|
85
|
|
|
104
|
|
|||
Net occupancy expense
|
—
|
|
|
—
|
|
|
10
|
|
|||
Furniture and equipment expense
|
1
|
|
|
—
|
|
|
2
|
|
|||
Professional, legal and regulatory expenses
|
3
|
|
|
93
|
|
|
21
|
|
|||
Other
|
81
|
|
|
78
|
|
|
143
|
|
|||
|
196
|
|
|
308
|
|
|
460
|
|
|||
Income before income taxes and equity in undistributed earnings (loss) of subsidiaries
|
762
|
|
|
884
|
|
|
1,224
|
|
|||
Income tax benefit
|
(45
|
)
|
|
(123
|
)
|
|
(117
|
)
|
|||
Income from continuing operations
|
807
|
|
|
1,007
|
|
|
1,341
|
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations before income taxes
|
(22
|
)
|
|
21
|
|
|
(24
|
)
|
|||
Income tax expense (benefit)
|
(9
|
)
|
|
8
|
|
|
(11
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
(13
|
)
|
|
13
|
|
|
(13
|
)
|
|||
Income before equity in undistributed earnings (loss) of subsidiaries and preferred dividends
|
794
|
|
|
1,020
|
|
|
1,328
|
|
|||
Equity in undistributed earnings (loss) of subsidiaries:
|
|
|
|
|
|
||||||
Banks
|
257
|
|
|
114
|
|
|
(252
|
)
|
|||
Non-banks
|
11
|
|
|
13
|
|
|
15
|
|
|||
|
268
|
|
|
127
|
|
|
(237
|
)
|
|||
Net income
|
1,062
|
|
|
1,147
|
|
|
1,091
|
|
|||
Preferred stock dividends
|
(64
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|||
Net income available to common shareholders
|
$
|
998
|
|
|
$
|
1,095
|
|
|
$
|
1,059
|
|
|
Year Ended December 31
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,062
|
|
|
$
|
1,147
|
|
|
$
|
1,091
|
|
Adjustments to reconcile net cash from operating activities:
|
|
|
|
|
|
||||||
Equity in undistributed (earnings) loss of subsidiaries
|
(268
|
)
|
|
(127
|
)
|
|
237
|
|
|||
Depreciation, amortization and accretion, net
|
1
|
|
|
2
|
|
|
1
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
32
|
|
|||
Net change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Other assets
|
16
|
|
|
(83
|
)
|
|
122
|
|
|||
Other liabilities
|
(213
|
)
|
|
96
|
|
|
(152
|
)
|
|||
Other
|
48
|
|
|
34
|
|
|
(21
|
)
|
|||
Net cash from operating activities
|
646
|
|
|
1,069
|
|
|
1,310
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Investment in subsidiaries
|
(239
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|||
Principal payments received on loans to subsidiaries
|
10
|
|
|
—
|
|
|
—
|
|
|||
Principal advances on loans to subsidiaries
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Proceeds from sales and maturities of securities available for sale
|
6
|
|
|
6
|
|
|
4
|
|
|||
Purchases of securities available for sale
|
(7
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Net purchases of premises and equipment
|
(43
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash from investing activities
|
(283
|
)
|
|
(3
|
)
|
|
(17
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Net change in short-term borrowings
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||
Proceeds from long-term borrowings
|
—
|
|
|
—
|
|
|
750
|
|
|||
Payments on long-term borrowings
|
(500
|
)
|
|
(350
|
)
|
|
(1,100
|
)
|
|||
Cash dividends on common stock
|
(304
|
)
|
|
(247
|
)
|
|
(138
|
)
|
|||
Cash dividends on preferred stock
|
(64
|
)
|
|
(52
|
)
|
|
(32
|
)
|
|||
Net proceeds from issuance of preferred stock
|
—
|
|
|
486
|
|
|
—
|
|
|||
Repurchase of common stock
|
(623
|
)
|
|
(256
|
)
|
|
(340
|
)
|
|||
Other
|
12
|
|
|
6
|
|
|
2
|
|
|||
Net cash from financing activities
|
(1,479
|
)
|
|
(413
|
)
|
|
(928
|
)
|
|||
Net change in cash and cash equivalents
|
(1,116
|
)
|
|
653
|
|
|
365
|
|
|||
Cash and cash equivalents at beginning of year
|
1,875
|
|
|
1,222
|
|
|
857
|
|
|||
Cash and cash equivalents at end of year
|
$
|
759
|
|
|
$
|
1,875
|
|
|
$
|
1,222
|
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
O. B. Grayson Hall, Jr.
|
|
58
|
|
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.
|
|
52
|
|
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
|
|
71
|
|
Senior Executive Vice President, General Counsel and Corporate Secretary of registrant and Regions Bank. Previously a founding partner of Maynard, Cooper & Gale, P.C. in Birmingham, Alabama.
|
|
2011
|
C. Matthew Lusco
|
|
58
|
|
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
|
|
54
|
|
Senior Executive Vice President and Head of the Regional Banking Group of registrant and Regions Bank. Director and Chairman, Regions Insurance Group, Inc. Previously Head of Business Lines; Head of Consumer Services Group; and Head of Operations and Technology Group.
|
|
2009
|
John M. Turner, Jr.
|
|
54
|
|
Senior Executive Vice President and Head of the Corporate Banking Group of registrant and Regions Bank. Director, Regions Insurance Group, Inc.; Manager, RFC Financial Services Holding LLC and Regions Securities LLC. Previously South Region President, Regions Bank and Central Region President, Regions Bank. Prior to joining Regions, served as President of Whitney National Bank and Whitney Holding Corporation.
|
|
2011
|
Executive Officer
|
|
Age
|
|
Position and
Offices Held with
Registrant and Subsidiaries
|
|
Executive
Officer
Since*
|
Brett D. Couch
|
|
52
|
|
Senior Executive Vice President and East Region President of Regions Bank. Previously Florida Region President; Mississippi President; and West Florida Area Executive.
|
|
2010
|
Barb Godin
|
|
62
|
|
Senior Executive Vice President and Chief Credit Officer of registrant and Regions Bank. Previously served in senior management roles in credit and risk management.
|
|
2010
|
C. Keith Herron
|
|
51
|
|
Senior Executive Vice President and Head of Strategic Planning and Execution of registrant and Regions Bank. Previously Midsouth Region President; Middle Tennessee Area Executive; East Tennessee Area Executive; North Alabama Area Executive; Central Alabama Commercial Banking Executive; and Head of Credit Review.
|
|
2010
|
William E. Horton
|
|
64
|
|
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
|
|
57
|
|
Senior Executive Vice President and Head of Strategic Performance and Alignment of registrant and Regions Bank. Director, Regions Insurance Group, Inc.; Manager, RFC Financial Services Holding LLC. Previously Chief Financial Officer for Business Operations and Support.
|
|
2010
|
David R. Keenan
|
|
48
|
|
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
|
|
54
|
|
Senior Executive Vice President and Head of Consumer Services Group of registrant and Regions Bank. Director, Regions Investment Services, Inc.
Previously Chief Marketing Officer.
|
|
2010
|
William D. Ritter
|
|
45
|
|
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†
|
|
59
|
|
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
|
|
55
|
|
Senior Executive Vice President and Mid-America Region President of Regions Bank. Previously Southwest Region President; and Mississippi/North Louisiana Area President.
|
|
2010
|
*
|
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
|
8,489,383
|
|
|
$
|
12.62
|
|
54,233,884
|
|
(b)
|
Equity Compensation Plans Not Approved by Stockholders
|
10,860,774
|
|
(c)
|
$
|
27.66
|
|
—
|
|
|
Total
|
19,350,157
|
|
|
$
|
21.06
|
|
54,233,884
|
|
|
(a)
|
Does not include outstanding restricted stock awards.
|
(b)
|
Consists of shares available for future issuance under the Regions Financial Corporation 2015 Long Term Incentive Plan. In 2015, 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 17 “Share Based Payments” to the consolidated financial statements included in Regions’ Annual Report on Form 10-K for the year ended
December 31, 2015
. Does not include 99,325 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, 2015 and 2014;
|
Consolidated Statements of Income—Years ended December 31, 2015, 2014 and 2013;
|
Consolidated Statements of Comprehensive Income—Years ended December 31, 2015, 2014 and 2013;
|
Consolidated Statements of Changes in Stockholders’ Equity—Years ended December 31, 2015, 2014 and 2013; and
|
Consolidated Statements of Cash Flows—Years ended December 31, 2015, 2014 and 2013.
|
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 2015 Long Term Incentive Plan, incorporated by reference to Appendix B to Regions Financial Corporation’s Proxy Statement dated March 10, 2015, for the Regions Annual Meeting of Stockholders held April 23, 2015.
|
|
|
10.2*
|
Form of Notice and Form of Director Restricted Stock Award Agreement under Regions Financial Corporation 2015 Long Term Incentive Plan, incorporated by reference to Exhibit 10.2 to Form 10-Q Quarterly Report filed by registrant on August 5, 2015.
|
|
|
10.3*
|
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 Stockholders held May 13, 2010, File No. 000-50831.
|
|
|
10.4*
|
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, File No. 000-50831.
|
|
|
10.5*
|
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.
|
|
|
10.6*
|
Form of stock option grant agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-K Annual Report filed by registrant on February 24, 2011.
|
|
|
10.7*
|
Form of 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.
|
|
|
10.8*
|
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.
|
|
|
10.9*
|
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.
|
|
|
10.10*
|
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.
|
|
|
10.11*
|
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.
|
|
|
10.12*
|
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.
|
|
|
10.13*
|
Form of Notice and Form of Restricted Stock Unit Award Agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.3 to Form 10-Q Quarterly Report filed by registrant on August 5, 2015.
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.14*
|
Form of Notice and Form of Performance Stock Unit Award Agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q Quarterly Report filed by registrant on August 5, 2015.
|
|
|
10.15*
|
Form of Notice and Form of Performance Unit Award Agreement under Regions Financial Corporation 2010 Long Term Incentive Plan, incorporated by reference to Exhibit 10.5 to Form 10-Q Quarterly Report filed by registrant on August 5, 2015.
|
|
|
10.16*
|
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.
|
|
|
10.17*
|
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.
|
|
|
10.18*
|
Form of performance-based stock option grant agreement and award notice under AmSouth Bancorporation 2006 Long Term Incentive Compensation Plan, incorporated by reference to Exhibit 10.4 to Form 10-Q Quarterly Report filed by registrant on May 11, 2009, File No. 000-50831.
|
|
|
10.19*
|
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.
|
|
|
10.20*
|
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.
|
|
|
10.21*
|
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.
|
|
|
10.22*
|
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.
|
|
|
10.23*
|
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.
|
|
|
10.24*
|
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.
|
|
|
10.25*
|
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.
|
|
|
10.26*
|
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.
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.27*
|
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.
|
|
|
10.28*
|
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.
|
|
|
10.29*
|
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.
|
|
|
10.30*
|
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.
|
|
|
10.31*
|
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.
|
|
|
10.32*
|
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.
|
|
|
10.33*
|
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.
|
|
|
10.34*
|
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.
|
|
|
10.35*
|
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.
|
|
|
10.36*
|
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.
|
|
|
10.37*
|
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.
|
|
|
10.38*
|
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.
|
|
|
10.39*
|
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.
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.40*
|
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.
|
|
|
10.41*
|
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.
|
|
|
10.42*
|
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.
|
|
|
10.43*
|
Amendment Number One to the Regions Financial Corporation Supplemental 401(k) Plan Restated as of January 1, 2014, incorporated by reference to Exhibit 10.38 to Form 10-K Annual Report filed by registrant on February 17, 2015.
|
|
|
10.44*
|
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.
|
|
|
10.45*
|
Amendment Number One to the Regions Financial Corporation Post 2006 Supplemental Executive Retirement Plan (Restated as of January 1, 2014), effective January 1, 2016.
|
|
|
10.46*
|
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.
|
|
|
10.47*
|
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.
|
|
|
10.48*
|
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.
|
|
|
10.49*
|
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.
|
|
|
10.50*
|
Regions Financial Corporation Use of Corporate Aircraft Policy, amended and restated February 2016.
|
|
|
10.51*
|
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.
|
|
|
10.52*
|
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.
|
|
|
10.53*
|
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.
|
|
|
SEC Assigned
Exhibit Number
|
Description of Exhibits
|
10.54
|
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.
|
|
|
10.55
|
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.
|
|
|
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 16, 2016
|
|
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 16, 2016
|
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 16, 2016
|
David J. Turner, Jr.
|
|
|
|
|
|
|
|
/
S
/ H
ARDIE
B. K
IMBROUGH
, J
R
.
|
|
Executive Vice President and Controller (principal accounting officer)
|
February 16, 2016
|
Hardie B. Kimbrough, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
George W. Bryan
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Carolyn H. Byrd |
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
David J. Cooper, Sr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Don DeFosset
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Eric C. Fast
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
John D. Johns
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Ruth Ann Marshall
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Susan W. Matlock
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
John E. Maupin, Jr.
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Charles D. McCrary
|
|
|
|
|
|
|
|
*
|
|
Director
|
February 16, 2016
|
Lee J. Styslinger III
|
|
|
|
|
|
|
|
By:
|
/
S
/ F
OURNIER
J. G
ALE
, III
|
|
Fournier J. Gale, III
|
|
Attorney in Fact
|
1.
|
Who has access to the aircraft?
|
2.
|
For what purposes may the aircraft be used?
|
3.
|
In which circumstances are use of the aircraft to be paid for by the passenger?
|
4.
|
What are the tax and disclosure implications of aircraft use?
|
•
|
Examples of Business Travel include, but are not limited to, travel to attend meetings with Company customers, travel to attend Company, Board or Board Committee meetings, and other travel that generally furthers the business purposes of the Company. The mere fact that a passenger also accomplishes a personal goal or receives a personal benefit shall not preclude the travel from being deemed Business Travel, provided the accomplishment of the personal goal or receipt of a personal benefit is incidental to the overall business-related purpose of the trip.
|
•
|
If questions arise over the characterization of a flight as Business Travel or Personal Travel, the Chief Executive Officer (“CEO”) of the Company or his or her designee shall determine the appropriate characterization, unless the passenger is the CEO, in which case the determination shall be made by the Compensation Committee of the Board of Directors of the Company, or the full Board of Directors of the Company.
|
•
|
Examples of Personal Travel include, but are not limited to, travel for vacation, travel to attend a family function (such as a funeral, birth, or other occasion), and travel to receive medical treatment (other than medical services required by the Company).
|
•
|
Personal Travel includes trips in which a business objective is achieved if that business objective is merely incidental to the overall personal purpose of the trip.
|
•
|
A trip may include both Personal Travel and Business Travel. For example, travel from Point A to Point C with a stop in Point B may be both Personal Travel and Business Travel if the trip from Point A to Point C is purely for business purposes, but the stop in Point B is for personal purposes. However, if a stop between Point A and Point C is necessary (such as for refueling) and Point B creates no additional expense to the Company over the least expensive location for a stop, then the stop at Point B shall be considered incidental to the business purpose of the trip, notwithstanding any personal benefit that the passenger may receive by stopping at Point B.
|
•
|
For example, if an associate traveling on Business Travel takes along a spouse or other personal guest, any additional costs specifically attributable to the travel of the spouse or guest are Incremental Costs.
|
•
|
The Incremental Cost of a trip includes only the costs applicable to the trip, not the cost of owning and maintaining the aircraft.
|
1.
|
Fuel, oil, lubricants, and other additives.
|
2.
|
Travel expenses of the crew, including food, lodging, and ground transportation.
|
3.
|
Hangar and tie-down costs away from the aircraft's base of operation.
|
4.
|
Insurance obtained for the specific flight.
|
5.
|
Landing fees, airport taxes, and similar assessments.
|
6.
|
Customs, foreign permit, and similar fees directly related to the flight.
|
7.
|
In-flight food and beverages.
|
8.
|
Passenger ground transportation.
|
9.
|
Flight planning and weather contract services.
|
10.
|
An additional charge of up to 100% of the cost of fuel, oil, lubricants, and other additives.
|
1.
|
The Chairman of the Board of Directors and the CEO.
|
2.
|
The Lead Independent Director of the Board of Directors of Regions (the “Board”).
|
3.
|
Board Members to facilitate their efficient attendance at Board and Board Committee meetings.
|
4.
|
Executive Council members.
|
5.
|
Operating Committee members.
|
6.
|
Other members of senior management, as approved by the CEO or his or her designee.
|
7.
|
In appropriate circumstances, associates with a business-related purpose, all as approved by the CEO or his or her designee, provided however that the CEO or his or her designee shall, on a case by case basis, determine whether such individual may be in a higher priority category.
|
8.
|
In appropriate circumstances, contractors, consultants, customers, potential customers, and other individuals who have a business relationship with the Company, all as approved by the CEO or his or her designee, provided however that the CEO or his or her designee shall, on a case by case basis, determine whether such individual may be in a higher priority category.
|
•
|
If the travel is solely Business Travel, the Permitted Person should have no tax consequences if traveling alone or in the company of other Permitted Persons.
|
•
|
If the Business Travel includes one or more personal flights, the Company shall value the personal portion using the Standard Industry Fare Level (“SIFL”) rates as periodically published by the U.S. Department of Transportation and shall include such amount in the Permitted Person’s taxable income reported to the Internal Revenue Service (“IRS”) for
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the spouse’s or guest’s travel shall be valued using the SIFL rates and shall be included in the Permitted Person’s taxable income for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
If the travel is solely Business Travel, there shall not be any amount reportable.
|
•
|
If the travel includes one or more personal flights, the Company shall report the Incremental Cost of the Personal Travel as a perquisite in its annual proxy filings.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, any non-de minimis Incremental Cost of the spouse’s or guest’s travel shall be treated as a perquisite in the Company’s annual proxy filings.
|
•
|
The amount reported shall not include any amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
Allowing the spouse or other guest of the Permitted Person to travel with the Permitted Person, where the Permitted Person is engaged in Business Travel. Except in unusual circumstances, a spouse or guest will be permitted only when the spouse or guest does not preclude Business Travel of other Permitted Persons on the same trip.
|
•
|
Appending Personal Travel to Business Travel in appropriate circumstances.
|
•
|
Combining Personal Travel and Business Travel where the Business Travel would be allowed if the purpose of the Personal Travel did not exist.
|
•
|
The Company requests that the Permitted Person use Corporate Aircraft for security reasons or other reasons that have a business value to the Company.
|
•
|
In the case of a medical or family emergency.
|
•
|
If the travel is solely Personal Travel, the Company shall value the Personal Travel using SIFL rates and shall include such amount in the Permitted Person’s taxable income reported to the IRS for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any. In valuing the Personal Travel, any legs of travel that qualify as Business Travel will be disregarded.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the spouse’s or guest’s travel shall be valued using the SIFL rates and shall be included in the Permitted Person’s taxable income reported to the IRS for the year of travel, to the extent that such amount exceeds the amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
The Company shall report the Incremental Cost of the Personal Travel as a perquisite in its annual proxy filings.
|
•
|
If the Permitted Person is accompanied by a spouse or other guest, the non-de minimis Incremental Cost of the spouse’s or guest’s travel shall be treated as a perquisite to the NEO in the Company’s annual proxy filings.
|
•
|
The amount reported shall not include any amount paid by the Permitted Person to the Company for the trip, if any.
|
•
|
Flights should be scheduled, where possible, to make the most efficient and cost effective use of Corporate Aircraft, taking into account other Permitted Persons who may use the aircraft for Business Travel.
|
•
|
Short flight segments of less than 115 land miles will not be permitted unless such segment is a business-related stop on a longer trip that constitutes Business Travel.
|
•
|
Permitted Persons should be considerate of the wait time of pilots and flight crew in scheduling their flights, particularly regarding overnight stays. Generally, overnight stays are to be avoided, and the Company may seek reimbursement of the costs of overnight stays even in the event of Business Travel if the CEO deems that an overnight stay could reasonably have been avoided.
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(Dollars in millions)
|
||||||||||||||||||
Excluding Interest on Deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
$
|
1,530
|
|
|
$
|
1,682
|
|
|
$
|
1,665
|
|
|
$
|
1,763
|
|
|
$
|
244
|
|
Fixed charges excluding preferred stock dividends and accretion
|
217
|
|
|
261
|
|
|
304
|
|
|
373
|
|
|
425
|
|
|||||
Income for computation excluding interest on deposits
|
1,747
|
|
|
1,943
|
|
|
1,969
|
|
|
2,136
|
|
|
669
|
|
|||||
Interest expense excluding interest on deposits
|
159
|
|
|
204
|
|
|
249
|
|
|
319
|
|
|
370
|
|
|||||
One-third of rent expense
|
58
|
|
|
57
|
|
|
55
|
|
|
54
|
|
|
55
|
|
|||||
Preferred stock dividends and accretion
|
64
|
|
|
52
|
|
|
32
|
|
|
129
|
|
|
214
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
281
|
|
|
313
|
|
|
336
|
|
|
502
|
|
|
639
|
|
|||||
Ratio of earnings to fixed charges, excluding interest on deposits
|
6.21x
|
|
|
6.22x
|
|
|
5.86x
|
|
|
4.25x
|
|
|
1.05x
|
|
|||||
Including Interest on Deposits
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes
|
$
|
1,530
|
|
|
$
|
1,682
|
|
|
$
|
1,665
|
|
|
$
|
1,763
|
|
|
$
|
244
|
|
Fixed charges excluding preferred stock dividends and accretion
|
326
|
|
|
366
|
|
|
439
|
|
|
657
|
|
|
897
|
|
|||||
Income for computation including interest on deposits
|
1,856
|
|
|
2,048
|
|
|
2,104
|
|
|
2,420
|
|
|
1,141
|
|
|||||
Interest expense including interest on deposits
|
268
|
|
|
309
|
|
|
384
|
|
|
603
|
|
|
842
|
|
|||||
One-third of rent expense
|
58
|
|
|
57
|
|
|
55
|
|
|
54
|
|
|
55
|
|
|||||
Preferred stock dividends and accretion
|
64
|
|
|
52
|
|
|
32
|
|
|
129
|
|
|
214
|
|
|||||
Fixed charges including preferred stock dividends and accretion
|
390
|
|
|
418
|
|
|
471
|
|
|
786
|
|
|
1,111
|
|
|||||
Ratio of earnings to fixed charges, including interest on deposits
|
4.76x
|
|
|
4.90x
|
|
|
4.47x
|
|
|
3.08x
|
|
|
1.03x
|
|
1.
|
A-F Leasing, Ltd. (2)
|
2.
|
A.I. Group, Inc. (The) (7)
|
3.
|
Aqua Holdings I, LLC (31.58%) (6)
|
4.
|
BAP Advisors LLC (11)
|
5.
|
BlackArch Partners LLC (11)
|
6.
|
BlackArch Securities LLC (11)
|
7.
|
CPMOB Holdings, LLC (2)
|
8.
|
FMLS, Inc. (8)
|
9.
|
LMIW Acquisition Management, LLC (6) (fka Regions Acquisition Management, LLC)
|
10.
|
LMIW I, LLC (6)
|
11.
|
LMIW IV, LLC (6)
|
12.
|
LMIW VI, LLC (2)
|
13.
|
LMIW VII, LLC (2)
|
14.
|
LMIW IX, LLC (fka Crestmoor Two, LLC) (5)
|
15.
|
LSEP 8765 One Sixty Fifth, LLC (6)
|
16.
|
MCB Life Insurance Company (8)
|
17.
|
Provence Place, LP (7)
|
18.
|
RB Affordable Housing, Inc. (2)
|
19.
|
RB Affordable Housing (Arkansas River) GP, LLC (4)
|
20.
|
RB Affordable Housing (Arrington II) GP, LLC (4)
|
21.
|
RB ARM 2007 GP, LLC (2)
|
22.
|
RB Crestmoor AL Three GP, LLC (2)
|
23.
|
RB Greenwood SC Six GP, LLC (2)
|
24.
|
RB Thunder Ridge GP Upper Tier, LLC (2)
|
25.
|
RFC Financial Services Holding LLC (5)
|
26.
|
Regions Agency, Inc. (2)
|
27.
|
Regions Bank (1)
|
28.
|
Regions Business Capital Corporation (5)
|
29.
|
Regions Capital Advantage, Inc. (fka UPB Investment, Inc.) (8)
|
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, Inc. (4)
|
34.
|
Regions Insurance Group, Inc. (8)
|
35.
|
Regions Insurance Services, Inc. (8)
|
36.
|
Regions Insurance, Inc. (4)
|
37.
|
Regions Investment Management, Inc. (fka Morgan Asset Management, Inc.) (8)
|
38.
|
Regions Investment Services, Inc. (2)
|
39.
|
Regions Life Insurance Company (3)
|
40.
|
Regions Provence Place, LLC (2)
|
41.
|
Regions Reinsurance Corporation (9)
|
42.
|
Regions Securities LLC (5)
|
43.
|
Southeastern Legacy Insurance Company (fka First AmTenn Life Insurance Company) (3)
|
44.
|
Trilogy Risk Specialists, Inc. (fka RIG Risk Specialists, Inc.) (8)
|
45.
|
TRSA MM, LLC (10)
|
46.
|
Thunder Ridge Upper-Tier, LP (2)
|
47.
|
Upper-Tier Clearwater Apartments, LP (2)
|
48.
|
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/ 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
|