STI-3.31.13 10-Q

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-08918

SUNTRUST BANKS, INC.
(Exact name of registrant as specified in its charter)

Georgia
 
58-1575035
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
303 Peachtree Street, N.E., Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
(404) 588-7711
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   
 ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o (Do not check if a smaller reporting company)
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
At April 22, 2013, 540,172,381 shares of the Registrant’s Common Stock, $1.00 par value, were outstanding.

 
 




TABLE OF CONTENTS

 
 
Page
Glossary of Defined Terms
i - iii
 
 
 iii
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 
 
 




GLOSSARY OF DEFINED TERMS

ABS — Asset-backed securities.
ACH — Automated clearing house.
AFS — Available for sale.
AIP — Annual Incentive Plan.
ALCO — Asset/Liability Management Committee.
ALM — Asset/Liability Management.
ALLL — Allowance for loan and lease losses.
AOCI — Accumulated other comprehensive income.
ARS — Auction rate securities.
ASU — Accounting standards update.
ATE — Additional termination event.
ATM — Automated teller machine.
Bank — SunTrust Bank.
BCBS — Basel Committee on Banking Supervision.
Board — The Company’s Board of Directors.
C&I — Commercial and Industrial.
CCAR — Comprehensive Capital Analysis and Review.
CDO — Collateralized debt obligation.
CD — Certificate of deposit.
CDS — Credit default swaps.
CEO — Chief Executive Officer.
CFO — Chief Financial Officer.
CIB — Corporate and Investment Banking.
Class A shares — Visa Inc. Class A common stock.
Class B shares —Visa Inc. Class B common stock.
CLO — Collateralized loan obligation.
Coke — The Coca-Cola Company.
Company — SunTrust Banks, Inc.
CP — Commercial paper.
CRE — Commercial Real Estate.
CSA — Credit support annex.
DDA — Demand deposit account.
Dodd-Frank Act — The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
DBRS — DBRS, Inc.
DTA — Deferred tax asset.
EPS — Earnings per share.
ERISA — Employee Retirement Income Security Act of 1974.
Exchange Act — Securities Exchange Act of 1934.
FASB — Financial Accounting Standards Board.
Federal Reserve — The Board of Governors of the Federal Reserve System.
Fed funds — Federal funds.

i


FFELP — Federal Family Education Loan Program.
FHA — Federal Housing Administration.
FHLB — Federal Home Loan Bank.
FICO — Fair Isaac Corporation.
Fitch — Fitch Ratings Ltd.
FRB — Federal Reserve Board.
FTE — Fully taxable-equivalent.
FVO — Fair value option.
GenSpring — GenSpring Family Offices, LLC.
GSE — Government-sponsored enterprise.
HARP — Home Affordable Refinance Program.
HUD — U.S. Department of Housing and Urban Development.
IIS — Institutional Investment Solutions.
IPO — Initial public offering.
IRLC — Interest rate lock commitment.
ISDA — International Swaps and Derivatives Association.
LCR — Liquidity coverage ratio.
LGD — Loss given default.
LHFI — Loans held for investment.
LHFI-FV — Loans held for investment carried at fair value.
LHFS — Loans held for sale.
LIBOR —London InterBank Offered Rate.
LOCOM – Lower of cost or market.
LTI — Long-term incentive.
LTV— Loan to value.
MBS — Mortgage-backed securities.
MD&A — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Moody’s — Moody’s Investors Service.
MRA Master Repurchase Agreement.
MRMG — Model Risk Management Group.
MSR — Mortgage servicing right.
MVE — Market value of equity.
NOW — Negotiable order of withdrawal account.
NPL — Nonperforming loan.
NPR — Notice of Proposed Rulemaking.
OCC — Office of the Comptroller of the Currency.
OCI — Other comprehensive income.
OIG Office of Inspector General.
OREO — Other real estate owned.
OTC — Over-the-counter.
OTTI — Other-than-temporary impairment.

ii


Parent Company — SunTrust Banks, Inc., the parent Company of SunTrust Bank and other subsidiaries of
SunTrust Banks, Inc.
PD — Probability of default.
QSPE — Qualifying special-purpose entity.
RidgeWorth — RidgeWorth Capital Management, Inc.
ROA — Return on average total assets.
ROE — Return on average common shareholders’ equity.
RWA — Risk-weighted assets.
S&P — Standard and Poor’s.
SBA — Small Business Administration.
SCAP — Supervisory Capital Assessment Program.
SEC — U.S. Securities and Exchange Commission.
SERP — Supplemental Executive Retirement Plan.
SPE — Special purpose entity.
STIS — SunTrust Investment Services, Inc.
STM — SunTrust Mortgage, Inc.
STRH — SunTrust Robinson Humphrey, Inc.
SunTrust — SunTrust Banks, Inc.
SunTrust Community Capital — SunTrust Community Capital, LLC.
TAG — Transaction Account Guarantee.
TDR — Troubled debt restructuring.
TRS — Total return swaps.
U.S. — United States.
U.S. GAAP — Generally Accepted Accounting Principles in the United States.
U.S. Treasury — The United States Department of the Treasury.
VA —Veterans Administration.
VAR —Value at risk.
VI — Variable interest.
VIE — Variable interest entity.
Visa —The Visa, U.S.A. Inc. card association or its affiliates, collectively.
Visa Counterparty — a financial institution which purchased the Company's Visa Class B shares.
W&IM — Wealth and Investment Management.




PART I - FINANCIAL INFORMATION
The following unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to comply with Regulation S-X have been included. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2013.


iii




Item 1.
FINANCIAL STATEMENTS (UNAUDITED)
SunTrust Banks, Inc.
Consolidated Statements of Income
 
Three Months Ended March 31
(Dollars in millions and shares in thousands, except per share data) (Unaudited)
2013
 
2012
Interest Income
 
 
 
Interest and fees on loans

$1,169

 

$1,300

Interest and fees on loans held for sale
31

 
25

Interest and dividends on securities available for sale1
143

 
194

Trading account interest and other
16

 
15

Total interest income
1,359

 
1,534

Interest Expense
 
 
 
Interest on deposits
79

 
127

Interest on long-term debt
51

 
88

Interest on other borrowings
8

 
8

Total interest expense
138

 
223

Net interest income
1,221

 
1,311

Provision for credit losses
212

 
317

Net interest income after provision for credit losses
1,009

 
994

Noninterest Income
 
 
 
Service charges on deposit accounts
160

 
164

Trust and investment management income
124

 
130

Retail investment services
61

 
59

Other charges and fees
89

 
97

Investment banking income
68

 
71

Trading income
42

 
57

Card fees
76

 
79

Mortgage production related income
159

 
63

Mortgage servicing related income
38

 
81

Net securities gains2
2

 
18

Other noninterest income
44

 
57

     Total noninterest income
863

 
876

Noninterest Expense
 
 
 
Employee compensation
611

 
652

Employee benefits
148

 
145

Outside processing and software
178

 
176

Net occupancy expense
89

 
88

Regulatory assessments
54

 
52

Equipment expense
45

 
45

Operating losses
39

 
60

Credit and collection services
33

 
56

Marketing and customer development
30

 
27

Consulting and legal fees
15

 
36

Amortization of intangible assets
6

 
11

Other real estate expense

 
50

Other noninterest expense
115

 
143

Total noninterest expense
1,363

 
1,541

Income before provision for income taxes
509

 
329

Provision for income taxes
151

 
69

Net income including income attributable to noncontrolling interest
358

 
260

Net income attributable to noncontrolling interest
6

 
10

Net income

$352

 

$250

Net income available to common shareholders

$340

 

$245

Net income per average common share:
 
 
 
Diluted

$0.63

 

$0.46

Basic
0.64

 
0.46

Dividends declared per common share
0.05

 
0.05

Average common shares - diluted
539,862

 
536,407

Average common shares - basic
535,680

 
533,100

1 Includes dividends on Coke common stock of of $15 million during the three months ended March 31, 2012.
2 Includes credit-related OTTI losses of $1 million and $2 million, including $1 million and $2 million of unrealized losses reclassified from OCI, before taxes, for the three months ended March 31, 2013 and 2012, respectively.

See Notes to Consolidated Financial Statements (unaudited).

1



SunTrust Banks, Inc.
Consolidated Statements of Comprehensive Income

 
Three Months Ended March 31
(Dollars in millions) (Unaudited)
2013
 
2012
Net income

$352

 

$250

Components of other comprehensive (loss)/income:
 
 
 
Change in net unrealized gains on securities, net of tax of ($42) and $27, respectively
(73
)
 
50

Change in net unrealized gains on derivatives, net of tax of ($42) and ($58), respectively
(71
)
 
(101
)
Change related to employee benefit plans, net of tax of $12 and ($14), respectively
20

 
(24
)
Total other comprehensive loss
(124
)
 
(75
)
Total comprehensive income

$228

 

$175

See Notes to Consolidated Financial Statements (unaudited).



2


SunTrust Banks, Inc.
Consolidated Balance Sheets
 
 
 
 
(Dollars in millions and shares in thousands) (Unaudited)
March 31,
2013
 
December 31,
2012
Assets
 
 
 
Cash and due from banks

$4,787

 

$7,134

Federal funds sold and securities borrowed or purchased under agreements to resell
1,154

 
1,101

Interest-bearing deposits in other banks
21

 
22

Cash and cash equivalents
5,962

 
8,257

Trading assets (includes encumbered securities of $950 and $727 at March 31, 2013 and December 31, 2012, respectively)
6,250

 
6,049

Securities available for sale
23,823

 
21,953

Loans held for sale1 ($2,672 and $3,243 at fair value at March 31, 2013 and December 31, 2012, respectively)
3,193

 
3,399

Loans2 ($360 and $379 at fair value at March 31, 2013 and December 31, 2012, respectively)
120,804

 
121,470

Allowance for loan and lease losses
(2,152
)
 
(2,174
)
Net loans
118,652

 
119,296

Premises and equipment
1,541

 
1,564

Goodwill
6,369

 
6,369

Other intangible assets (MSRs at fair value: $1,025 and $899 at March 31, 2013 and December 31, 2012, respectively)
1,076

 
956

Other real estate owned
224

 
264

Other assets
5,345

 
5,335

Total assets

$172,435

 

$173,442

Liabilities and Shareholders’ Equity
 
 
 
Noninterest-bearing consumer and commercial deposits

$38,593

 

$39,481

Interest-bearing consumer and commercial deposits
89,142

 
90,699

Total consumer and commercial deposits
127,735

 
130,180

Brokered time deposits (CDs at fair value: $810 and $832 at March 31, 2013 and December 31, 2012, respectively)
2,080

 
2,136

Foreign deposits
100

 

Total deposits
129,915

 
132,316

Funds purchased
605

 
617

Securities sold under agreements to repurchase
1,854

 
1,574

Other short-term borrowings
4,169

 
3,303

Long-term debt 3 ($1,632 and $1,622 at fair value at March 31, 2013 and December 31, 2012, respectively)
9,331

 
9,357

Trading liabilities
1,348

 
1,161

Other liabilities
4,019

 
4,129

Total liabilities
151,241

 
152,457

Preferred stock, no par value
725

 
725

Common stock, $1.00 par value
550

 
550

Additional paid in capital
9,132

 
9,174

Retained earnings
11,133

 
10,817

Treasury stock, at cost, and other4
(531
)
 
(590
)
Accumulated other comprehensive income, net of tax
185

 
309

Total shareholders’ equity
21,194

 
20,985

Total liabilities and shareholders’ equity

$172,435

 

$173,442

 
 
 
 
Common shares outstanding
540,187

 
538,959

Common shares authorized
750,000

 
750,000

Preferred shares outstanding
7

 
7

Preferred shares authorized
50,000

 
50,000

Treasury shares of common stock
9,734

 
10,962

1 Includes loans held for sale, at fair value, of consolidated VIEs

$315

 

$319

2 Includes loans of consolidated VIEs
355

 
365

3 Includes debt of consolidated VIEs ($286 at fair value at March 31, 2013 and December 31, 2012)
656

 
666

4 Includes noncontrolling interest held
114

 
114

 

See Notes to Consolidated Financial Statements (unaudited).

3


SunTrust Banks, Inc.
Consolidated Statements of Shareholders’ Equity
(Dollars and shares in millions, except per share data) (Unaudited)
Preferred
Stock
 
Common
Shares
Outstanding
 
Common
Stock
 
Additional
Paid in
Capital
 
Retained 
Earnings
 
Treasury
Stock and
Other 1
 
Accumulated
Other 
Comprehensive 
Income 2
 
Total
Balance, January 1, 2012

$275

 
537

 

$550

 

$9,306

 

$8,978

 

($792
)
 

$1,749

 

$20,066

Net income

 

 

 

 
250

 

 

 
250

Other comprehensive loss

 

 

 

 

 

 
(75
)
 
(75
)
Change in noncontrolling interest

 

 

 

 

 
4

 

 
4

Common stock dividends, $0.05 per share

 

 

 

 
(27
)
 

 

 
(27
)
Preferred stock dividends, $1,011 per share

 

 

 

 
(3
)
 

 

 
(3
)
Exercise of stock options and stock compensation expense

 

 

 
(6
)
 

 
10

 

 
4

Restricted stock activity

 
1

 

 
(50
)
 

 
58

 

 
8

Amortization of restricted stock compensation

 

 

 

 

 
7

 

 
7

Issuance of stock for employee benefit plans and other

 

 

 
(7
)
 

 
14

 

 
7

Balance, March 31, 2012

$275

 
538

 

$550

 

$9,243

 

$9,198

 

($699
)
 

$1,674

 

$20,241

Balance, January 1, 2013

$725

 
539

 

$550

 

$9,174

 

$10,817

 

($590
)
 

$309

 

$20,985

Net income

 

 

 

 
352

 

 

 
352

Other comprehensive loss

 

 

 

 

 

 
(124
)
 
(124
)
Common stock dividends, $0.05 per share

 

 

 

 
(27
)
 

 

 
(27
)
Preferred stock dividends 3

 

 

 

 
(9
)
 

 

 
(9
)
Exercise of stock options and stock compensation expense

 

 

 
(8
)
 

 
13

 

 
5

Restricted stock activity

 
1

 

 
(33
)
 

 
36

 

 
3

Amortization of restricted stock compensation

 

 

 

 

 
7

 

 
7

Issuance of stock for employee benefit plans and other

 

 

 
(1
)
 

 
3

 

 
2

Balance, March 31, 2013

$725

 
540

 

$550

 

$9,132

 

$11,133

 

($531
)
 

$185

 

$21,194


1 At March 31, 2013, includes ($569) million for treasury stock, ($76) million for compensation element of restricted stock, and $114 million for noncontrolling interest.
At March 31, 2012, includes ($737) million for treasury stock, ($73) million for compensation element of restricted stock, and $111 million for noncontrolling interest.
2 Components of AOCI at March 31, 2013, included $447 million in unrealized net gains on AFS securities, $461 million in unrealized net gains on derivative financial instruments, and ($723) million related to employee benefit plans. At March 31, 2012, components included $1,913 million in unrealized net gains on AFS securities, $468 million in unrealized net gains on derivative financial instruments, and ($707) million related to employee benefit plans.
3 Dividends were $1,000 per share for Perpetual Preferred Stock Series A and B and $1,387 per share for Perpetual Preferred Stock Series E for the three months ended March 31, 2013.

See Notes to Consolidated Financial Statements (unaudited).


4


 
SunTrust Banks, Inc.
Consolidated Statements of Cash Flows
 
Three Months Ended March 31
(Dollars in millions) (Unaudited)
2013
 
2012
Cash Flows from Operating Activities
 
 
 
Net income including income attributable to noncontrolling interest

$358

 

$260

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, amortization, and accretion
184

 
192

Origination of mortgage servicing rights
(110
)
 
(83
)
Provisions for credit losses and foreclosed property
228

 
362

Mortgage repurchase provision
14

 
175

Stock option compensation and amortization of restricted stock compensation
8

 
8

Net securities gains
(2
)
 
(18
)
Net gain on sale of loans held for sale, loans, and other assets
(198
)
 
(252
)
Net decrease in loans held for sale
404

 
246

Net increase in other assets
(437
)
 
(251
)
Net increase/(decrease) in other liabilities
172

 
(537
)
Net cash provided by operating activities
621

 
102

Cash Flows from Investing Activities
 
 
 
Proceeds from maturities, calls, and paydowns of securities available for sale
1,614

 
1,506

Proceeds from sales of securities available for sale
33

 
670

Purchases of securities available for sale
(3,678
)
 
(992
)
Net increase in loans, including purchases of loans
(167
)
 
(1,296
)
Proceeds from sales of loans
494

 
252

Capital expenditures
(28
)
 
(48
)
Proceeds from the sale of other real estate owned and other assets
145

 
121

Net cash (used in)/provided by investing activities
(1,587
)
 
213

Cash Flows from Financing Activities
 
 
 
Net (decrease)/increase in total deposits
(2,401
)
 
2,110

Net increase/(decrease) in funds purchased, securities sold under agreements
to repurchase, and other short-term borrowings
1,134

 
(1,899
)
Proceeds from the issuance of long-term debt
12

 
1,000

Repayment of long-term debt
(44
)
 
(34
)
Common and preferred dividends paid
(36
)
 
(30
)
Stock option activity
6

 
10

Net cash (used in)/provided by financing activities
(1,329
)
 
1,157

Net (decrease)/increase in cash and cash equivalents
(2,295
)
 
1,472

Cash and cash equivalents at beginning of period
8,257

 
4,509

Cash and cash equivalents at end of period

$5,962

 

$5,981

Supplemental Disclosures:
 
 
 
Loans transferred from loans held for sale to loans

$12

 

$11

Loans transferred from loans to loans held for sale
57

 
429

Loans transferred from loans and loans held for sale to other real estate owned
66

 
96


See Notes to Consolidated Financial Statements (unaudited).

5


Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been
made.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could vary from these estimates. Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

The Company evaluated subsequent events through the date its financial statements were issued.

These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Except for accounting policies that have been recently adopted as described below, there have been no significant changes to the Company’s accounting policies as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.
Accounting Policies Recently Adopted and Pending Accounting Pronouncements
In December 2011, the FASB issued ASU 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities." The ASU requires additional disclosures about financial instruments and derivative instruments that are offset or subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”, which more narrowly defined the scope of financial instruments to only include derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions. The Company adopted these ASUs as of January 1, 2013, and the adoption did not have an impact on the Company's financial position, results of operations, or EPS. See Note 12, "Fair Value Election and Measurement."
In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" which provides disclosure guidance on amounts reclassified out of OCI by component. The Company adopted the ASU as of January 1, 2013, and the adoption did not have an impact on the Company's financial position, results of operations, or EPS. See Note 15, "Accumulated Other Comprehensive Income."
In March 2013, the FASB issued ASU 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)." The ASU requires additional disclosures about joint and several liability arrangements and requires the Company to measure obligations resulting from joint and several liability arrangements as the sum of the amount the Company agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the Company expects to pay on behalf of its co-obligors. The ASU is effective for the fiscal years and interim periods within those years beginning after December 15, 2013. The Company is evaluating the impact of the ASU; however, it is not expected to have a significant impact on the Company's financial position, results of operations, or EPS.



6

Notes to Consolidated Financial Statements (Unaudited), continued



NOTE 2 – SECURITIES AVAILABLE FOR SALE
Securities Portfolio Composition

 
March 31, 2013
(Dollars in millions)
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
U.S. Treasury securities

$805

 

$15

 

$—

 

$820

Federal agency securities
2,211

 
79

 
5

 
2,285

U.S. states and political subdivisions
280

 
12

 
2

 
290

MBS - agency
18,618

 
677

 
40

 
19,255

MBS - private
195

 
7

 

 
202

ABS
153

 
4

 
1

 
156

Corporate and other debt securities
41

 
4

 

 
45

Other equity securities1
769

 
1

 

 
770

Total securities AFS

$23,072

 

$799

 

$48

 

$23,823

 
 
 
 
 
 
 
 
 
December 31, 2012
(Dollars in millions)
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
U.S. Treasury securities

$212

 

$10

 

$—

 

$222

Federal agency securities
1,987

 
85

 
3

 
2,069

U.S. states and political subdivisions
310

 
15

 
5

 
320

MBS - agency
17,416

 
756

 
3

 
18,169

MBS - private
205

 
4

 

 
209

ABS
214

 
5

 
3

 
216

Corporate and other debt securities
42

 
4

 

 
46

Other equity securities1
701

 
1

 

 
702

Total securities AFS

$21,087

 

$880

 

$14

 

$21,953

1At March 31, 2013, other equity securities was comprised of the following: $268 million in FHLB of Atlanta stock, $402 million in Federal Reserve Bank stock, $98 million in mutual fund investments, and $2 million of other. At December 31, 2012, other equity securities was comprised of the following: $229 million in FHLB of Atlanta stock, $402 million in Federal Reserve Bank stock, $69 million in mutual fund investments, and $2 million of other.

The following table presents interest and dividends on securities AFS:
 
Three Months Ended March 31
(Dollars in millions)
2013
 
2012
Taxable interest

$132

 

$168

Tax-exempt interest
3

 
4

Dividends1
8

 
22

Total interest and dividends

$143

 

$194

1Includes dividends on the Coke common stock of $15 million for the three months ended March 31, 2012.
Securities AFS that were pledged to secure public deposits, repurchase agreements, trusts, and other funds had a fair value of $10.0 billion and $10.6 billion at March 31, 2013 and December 31, 2012, respectively. At March 31, 2013 and December 31, 2012, there were no securities AFS pledged under which the transferee may repledge the collateral. The Company has also pledged $864 million and $727 million of trading assets to secure $813 million and $703 million of repurchase agreements at March 31, 2013 and December 31, 2012, respectively.

The amortized cost and fair value of investments in debt securities at March 31, 2013, by estimated average life, are shown below. Actual cash flows may differ from estimated average lives and contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.


7

Notes to Consolidated Financial Statements (Unaudited), continued



 
Distribution of Maturities
(Dollars in millions)
1 Year
or Less
 
1-5
Years
 
5-10
Years
 
After 10
Years
 
Total
Amortized Cost:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities

$11

 

$201

 

$593

 

$—

 

$805

Federal agency securities
259

 
1,368

 
440

 
144

 
2,211

U.S. states and political subdivisions
80

 
136

 
18

 
46

 
280

MBS - agency
1,056

 
12,103

 
3,825

 
1,634

 
18,618

MBS - private

 
145

 
50

 

 
195

ABS
102

 
50

 
1

 

 
153

Corporate and other debt securities
4

 
17

 
20

 

 
41

Total debt securities

$1,512

 

$14,020

 

$4,947

 

$1,824

 

$22,303

Fair Value:
 
 
 
 
 
 
 
 
 
U.S. Treasury securities

$11

 

$210

 

$599

 

$—

 

$820

Federal agency securities
260

 
1,430

 
446

 
149

 
2,285

U.S. states and political subdivisions
82

 
144

 
19

 
45

 
290

MBS - agency
1,118

 
12,670

 
3,853

 
1,614

 
19,255

MBS - private

 
150

 
52

 

 
202

ABS
103

 
51

 
2

 

 
156

Corporate and other debt securities
4

 
19

 
22

 

 
45

Total debt securities

$1,578

 

$14,674

 

$4,993

 

$1,808

 

$23,053


 
 
 
 
 
 
 
 
 
 Weighted average yield1
3.35
%
 
2.90
%
 
2.18
%
 
2.63
%
 
2.75
%
1Average yields are based on amortized cost and presented on a FTE basis.

Securities in an Unrealized Loss Position
The Company held certain investment securities where amortized cost exceeded fair market value, resulting in unrealized loss positions. Market changes in interest rates and credit spreads may result in temporary unrealized losses as the market price of securities fluctuates. At March 31, 2013, the Company did not intend to sell these securities nor was it more-likely-than-not that the Company would be required to sell these securities before their anticipated recovery or maturity. The Company has reviewed its portfolio for OTTI in accordance with the accounting policies outlined in the Company's Annual Report on Form 10-K for the year ended December 31, 2012.
 
March 31, 2013
 
Less than twelve months
 
Twelve months or longer
 
Total
(Dollars in millions)
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized  
Losses
Temporarily impaired securities:
 
 
 
 
 
 
 
 
 
 
 
Federal agency securities

$421

 

$5

 

$—

 

$—

 

$421

 

$5

U.S. states and political subdivisions
1

 

 
26

 
2

 
27

 
2

MBS - agency
4,472

 
40

 

 

 
4,472

 
40

ABS

 

 
14

 
1

 
14

 
1

Total temporarily impaired securities
4,894

 
45

 
40

 
3

 
4,934

 
48

OTTI securities1:
 
 
 
 
 
 
 
 
 
 
 
ABS

 

 
1

 

 
1

 

Total OTTI securities

 

 
1

 

 
1

 

Total impaired securities

$4,894

 

$45

 

$41

 

$3

 

$4,935

 

$48



8

Notes to Consolidated Financial Statements (Unaudited), continued



 
December 31, 2012
 
Less than twelve months
 
Twelve months or longer
 
Total
(Dollars in millions)
Fair
   Value   
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Temporarily impaired securities:
 
 
 
 
 
 
 
 
 
 
 
Federal agency securities

$298

 

$3

 

$—

 

$—

 

$298

 

$3

U.S. states and political subdivisions
1

 

 
24

 
5

 
25

 
5

MBS - agency
1,212

 
3

 

 

 
1,212

 
3

ABS

 

 
13

 
2

 
13

 
2

Total temporarily impaired securities
1,511

 
6

 
37

 
7

 
1,548

 
13

OTTI securities1:
 
 
 
 
 
 
 
 
 
 
 
ABS

 

 
3

 
1

 
3

 
1

Total OTTI securities

 

 
3

 
1

 
3

 
1

Total impaired securities

$1,511

 

$6

 

$40

 

$8

 

$1,551

 

$14

1Includes OTTI securities for which credit losses have been recorded in earnings in current or prior periods.
At March 31, 2013 and December 31, 2012, unrealized losses on securities that have been in a temporarily impaired position for longer than twelve months included municipal ARS and one ABS collateralized by 2004 vintage home equity loans. The municipal securities are backed by investment grade rated obligors; however, the fair value of these securities continues to be impacted by the lack of a functioning ARS market and the extension of time for expected refinance and repayment. No credit loss is expected on these securities. The ABS also continues to receive timely principal and interest payments, and is evaluated quarterly for credit impairment. Cash flow analysis shows that the underlying collateral can withstand highly stressed loss assumptions without incurring a credit loss.

The portion of unrealized losses on securities that have been other-than-temporarily impaired that relates to factors other than credit are recorded in AOCI. Losses related to credit impairment on these securities is determined through estimated cash flow analyses and have been recorded in earnings in current or prior periods. Due to improvement in market pricing and continued reduction in securities that have been other-than-temporarily impaired, the unrealized OTTI loss relating to these ABS at March 31, 2013 is immaterial.

Realized Gains and Losses and Other-than-Temporarily Impaired Securities
 
Three Months Ended March 31
(Dollars in millions)
2013
 
2012
Gross realized gains

$3

 

$20

OTTI
(1
)
 
(2
)
Net securities gains

$2

 

$18


Credit impairment that is determined through the use of cash flow models is estimated using cash flows on security specific collateral and the transaction structure. Future expected credit losses are determined by using various assumptions, the most significant of which include default rates, prepayment rates, and loss severities. If, based on this analysis, the security is in an unrealized loss position and the Company does not expect to recover the entire amortized cost basis of the security, the expected cash flows are then discounted at the security’s initial effective interest rate to arrive at a present value amount. OTTI credit losses reflect the difference between the present value of cash flows expected to be collected and the amortized cost basis of these securities.

The Company continues to reduce existing exposure primarily through paydowns. In certain instances, the amount of impairment losses recognized in earnings includes credit losses on debt securities that exceeds the total impairment, and as a result, the securities may have unrealized gains in AOCI relating to factors other than credit.

The securities that gave rise to credit impairments recognized during the three months ended March 31, 2013 and 2012, as shown in the table below, consisted of private MBS and ABS with a combined fair value of $2 million and private MBS with a fair value of $114 million, respectively.


9

Notes to Consolidated Financial Statements (Unaudited), continued



 
 
Three Months Ended March 31
(Dollars in millions)
 
2013
 
2012
OTTI1
 

$—

 

$—

Portion of gains/(losses) recognized in OCI (before taxes)
 
1

 
2

Net impairment losses recognized in earnings
 

$1

 

$2

1The initial OTTI amount represents the excess of the amortized cost over the fair value of AFS debt securities. For subsequent impairments of the same security, amount includes additional declines in the fair value subsequent to the previously recorded OTTI, if applicable, until such time the security is no longer in an unrealized loss position.

The following is a rollforward of credit losses recognized in earnings for the three months ended March 31, 2013 and 2012, related to securities for which the Company does not intend to sell and it is not more-likely-than-not that the Company will be required to sell as of the end of each period presented. Subsequent credit losses may be recorded on securities without a corresponding further decline in fair value when there has been a decline in expected cash flows.
 
Three Months Ended March 31
(Dollars in millions)
2013
 
2012
Balance, beginning of period

$31

 

$25

Additions:
 
 
 
OTTI credit losses on previously impaired securities
1

 
2

Balance, end of period

$32

 

$27


The following table presents a summary of the significant inputs used in determining the measurement of credit losses recognized in earnings for private MBS and ABS for the three months ended March 31:
 
2013
 
2012
Default rate
6 - 9%
 
2 - 6%
Prepayment rate
7 - 8%
 
8 - 16%
Loss severity
61 - 74%
 
47 - 52%

Assumption ranges represent the lowest and highest lifetime average estimates of each security for which credit losses were recognized in earnings. Ranges may vary from period to period as the securities for which credit losses are recognized vary. Additionally, severity may vary widely when losses are few and large.


10

Notes to Consolidated Financial Statements (Unaudited), continued



NOTE 3 - LOANS
Composition of Loan Portfolio
The composition of the Company's loan portfolio is shown in the following table:
(Dollars in millions)
March 31,
2013
 
December 31,
2012
Commercial loans:
 
 
 
C&I

$54,343

 

$54,048

Commercial real estate
4,261

 
4,127

Commercial construction
634

 
713

Total commercial loans
59,238

 
58,888

Residential loans:
 
 
 
Residential mortgages - guaranteed
3,930

 
4,252

Residential mortgages - nonguaranteed1
23,051

 
23,389

Home equity products
14,617

 
14,805

Residential construction
683

 
753

Total residential loans
42,281

 
43,199

Consumer loans:
 
 
 
Guaranteed student loans
5,275

 
5,357

Other direct
2,387

 
2,396

Indirect
11,009

 
10,998

Credit cards
614

 
632

Total consumer loans
19,285

 
19,383

LHFI

$120,804

 

$121,470

LHFS

$3,193

 

$3,399

1Includes $360 million and $379 million of loans carried at fair value at March 31, 2013 and December 31, 2012, respectively.

During the three months ended March 31, 2013 and 2012, the Company transferred $57 million and $429 million in LHFI to LHFS, and $12 million and $11 million in LHFS to LHFI, respectively. Additionally, during the three months ended March 31, 2013 and 2012, the Company sold $503 million and $239 million in loans and leases for a gain of $4 million and $13 million, respectively.

Credit Quality Evaluation
The Company evaluates the credit quality of its loan portfolio by employing a dual internal risk rating system, which assigns both PD and LGD ratings to derive expected losses. Assignment of PD and LGD ratings are predicated upon numerous factors, including consumer credit risk scores, rating agency information, borrower/guarantor financial capacity, LTV ratios, collateral type, debt service coverage ratios, collection experience, other internal metrics/analysis, and qualitative assessments.
For the commercial portfolio, the Company believes that the most appropriate credit quality indicator is the individual loan’s risk assessment expressed according to regulatory agency classification, Pass or Criticized. The Company's risk rating system is granular, with multiple risk ratings in both the Pass and Criticized categories. Pass ratings reflect relatively low PDs; whereas, criticized assets have a higher PD. The granularity in Pass ratings assists in the establishment of pricing, loan structures, approval requirements, reserves, and ongoing credit management requirements. The Company conforms to the following regulatory classifications for Criticized assets: Other Assets Especially Mentioned (or Special Mention), Adversely Classified, Doubtful, and Loss. However, for the purposes of disclosure, management believes the most meaningful distinction within the Criticized categories is between Accruing Criticized (which includes Special Mention and a portion of Adversely Classified) and Nonaccruing Criticized (which includes a portion of Adversely Classified, Doubtful, and Loss). This distinction identifies those relatively higher risk loans for which there is a basis to believe that the Company will collect all amounts due from those where full collection is less certain.

11

Notes to Consolidated Financial Statements (Unaudited), continued



Risk ratings are refreshed at least annually, or more frequently as appropriate, based upon considerations such as market conditions, loan characteristics, and portfolio trends. Additionally, management routinely reviews portfolio risk ratings, trends, and concentrations to support risk identification and mitigation activities.
For consumer and residential loans, the Company monitors credit risk based on indicators such as delinquencies and FICO scores. The Company believes that consumer credit risk, as assessed by the industry-wide FICO scoring method, is a relevant credit quality indicator. Borrower-specific FICO scores are obtained at origination as part of the Company’s formal underwriting process, and refreshed FICO scores are obtained by the Company at least quarterly.
For government-guaranteed loans, the Company monitors the credit quality based primarily on delinquency status, as it is a more relevant indicator of credit quality due to the government guarantee. At March 31, 2013 and December 31, 2012, 90% and 89%, respectively, of the guaranteed student loan portfolio was current with respect to payments. At March 31, 2013 and December 31, 2012, 82% and 83%, respectively, of the guaranteed residential loan portfolio was current with respect to payments. Loss exposure to the Company on these loans is mitigated by the government guarantee.
LHFI by credit quality indicator are shown in the tables below:
 
Commercial Loans
 
C&I
 
Commercial real estate
 
Commercial construction
(Dollars in millions)
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
Credit rating:
 
 
 
 
 
 
 
 
 
 
 
Pass

$52,506

 

$52,292

 

$3,767

 

$3,564

 

$440

 

$506

Criticized accruing
1,632

 
1,562

 
435

 
497

 
169

 
173

Criticized nonaccruing
205

 
194

 
59

 
66

 
25

 
34

Total

$54,343

 

$54,048

 

$4,261

 

$4,127

 

$634

 

$713

 
Residential Loans 1
 
Residential mortgages -
nonguaranteed
 
Home equity products
 
Residential construction
(Dollars in millions)
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
Current FICO score range:
 
 
 
 
 
 
 
 
 
 
 
700 and above

$17,168

 

$17,410

 

$11,202

 

$11,339

 

$515

 

$561

620 - 699
3,848

 
3,850

 
2,291

 
2,297

 
113

 
123

Below 6202
2,035

 
2,129

 
1,124

 
1,169

 
55

 
69

Total

$23,051

 

$23,389

 

$14,617

 

$14,805

 

$683

 

$753

 
Consumer Loans 3
 
Other direct
 
Indirect
 
Credit cards
(Dollars in millions)
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
 
March 31,
2013
 
December 31, 2012
Current FICO score range:
 
 
 
 
 
 
 
 
 
 
 
700 and above

$1,952

 

$1,980

 

$8,270

 

$8,300

 

$418

 

$435

620 - 699
368

 
350

 
2,084

 
2,038

 
153

 
152

Below 6202
67

 
66

 
655

 
660

 
43

 
45

Total

$2,387

 

$2,396

 

$11,009

 

$10,998

 

$614

 

$632

1Excludes $3.9 billion and $4.3 billion at March 31, 2013 and December 31, 2012, respectively, of guaranteed residential loans. At March 31, 2013 and December 31, 2012, the majority of these loans had FICO scores of 700 and above.
2For substantially all loans with refreshed FICO scores below 620, the borrower’s FICO score at the time of origination exceeded 620 but has since deteriorated as the loan has seasoned.
3Excludes $5.3 billion and $5.4 billion at March 31, 2013 and December 31, 2012, respectively, of guaranteed student loans.

12

Notes to Consolidated Financial Statements (Unaudited), continued



The payment status for the LHFI portfolio is shown in the tables below:
 
March 31, 2013
(Dollars in millions)
Accruing
Current
 
Accruing
30-89 Days
Past Due
 
Accruing
90+ Days
Past Due
 
 Nonaccruing 2
 
Total
Commercial loans:
 
 
 
 
 
 
 
 
 
C&I

$54,026

 

$93

 

$19

 

$205

 

$54,343

Commercial real estate
4,193

 
8

 
1

 
59

 
4,261

Commercial construction
609

 

 

 
25

 
634

Total commercial loans
58,828

 
101

 
20

 
289

 
59,238

Residential loans:
 
 
 
 
 
 
 
 
 
Residential mortgages - guaranteed
3,218

 
39

 
673

 

 
3,930

Residential mortgages - nonguaranteed1
22,131

 
175

 
24

 
721

 
23,051

Home equity products
14,167

 
116

 

 
334

 
14,617

Residential construction
572

 
7

 
2

 
102

 
683

Total residential loans
40,088

 
337

 
699

 
1,157

 
42,281

Consumer loans:
 
 
 
 
 
 
 
 
 
Guaranteed student loans
4,738

 
442

 
95

 

 
5,275

Other direct
2,366

 
13

 
2

 
6

 
2,387

Indirect
10,951

 
42

 
1

 
15

 
11,009

Credit cards
602

 
6

 
6

 

 
614

Total consumer loans
18,657

 
503

 
104

 
21

 
19,285

Total LHFI

$117,573

 

$941

 

$823

 

$1,467

 

$120,804

1Includes $360 million of loans carried at fair value, the majority of which were accruing current.
2Nonaccruing loans past due 90 days or more totaled $883 million. Nonaccruing loans past due fewer than 90 days include modified nonaccrual loans reported as TDRs and performing second lien loans which are classified as nonaccrual when the first lien loan is nonperforming. 

 
December 31, 2012
(Dollars in millions)
Accruing
Current
 
Accruing
30-89 Days
Past Due
 
Accruing
90+ Days
Past Due
 
 Nonaccruing 2
 
Total
Commercial loans:
 
 
 
 
 
 
 
 
 
C&I

$53,747

 

$81

 

$26

 

$194

 

$54,048

Commercial real estate
4,050

 
11

 

 
66

 
4,127

Commercial construction
679

 

 

 
34

 
713

Total commercial loans
58,476

 
92

 
26

 
294

 
58,888

Residential loans:
 
 
 
 
 
 
 
 
 
Residential mortgages - guaranteed
3,523

 
39

 
690

 

 
4,252

Residential mortgages - nonguaranteed1
22,401

 
192

 
21

 
775

 
23,389

Home equity products
14,314

 
149

 
1

 
341

 
14,805

Residential construction
625

 
15

 
1

 
112

 
753

Total residential loans
40,863

 
395

 
713

 
1,228

 
43,199

Consumer loans:
 
 
 
 
 
 
 
 
 
Guaranteed student loans
4,769

 
556

 
32

 

 
5,357

Other direct
2,372

 
15

 
3

 
6

 
2,396

Indirect
10,909

 
68

 
2

 
19

 
10,998

Credit cards
619

 
7

 
6

 

 
632

Total consumer loans
18,669

 
646

 
43

 
25

 
19,383

Total LHFI

$118,008

 

$1,133

 

$782

 

$1,547

 

$121,470

1Includes $379 million of loans carried at fair value, the majority of which were accruing current.
2Nonaccruing loans past due 90 days or more totaled $975 million. Nonaccruing loans past due fewer than 90 days include modified nonaccrual loans reported as TDRs and performing second lien loans which are classified as nonaccrual when the first lien loan is nonperforming.




13

Notes to Consolidated Financial Statements (Unaudited), continued



Impaired Loans

A loan is considered impaired when it is probable that the Company will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the agreement. Commercial nonaccrual loans greater than $3 million and certain consumer, residential, and commercial loans whose terms have been modified in a TDR are individually evaluated for impairment. Smaller-balance homogeneous loans that are collectively evaluated for impairment are not included in the following tables. Additionally, the tables below exclude guaranteed student loans and guaranteed residential mortgages for which there was nominal risk of principal loss.
 
March 31, 2013
 
December 31, 2012
(Dollars in millions)
Unpaid
Principal
Balance
 
Amortized   
Cost1
 
Related
Allowance
 
Unpaid
Principal
Balance
 
Amortized   
Cost1
 
Related
Allowance
Impaired loans with no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
Commercial loans:
 
 
 
 
 
 
 
 
 
 
 
C&I

$80

 

$37

 

$—

 

$59

 

$40

 

$—

Commercial real estate
9

 
9

 

 
6

 
5

 

Commercial construction
45

 
45

 

 
45

 
45

 

Total commercial loans
134

 
91

 

 
110

 
90

 

Impaired loans with an allowance recorded:
 
 
 
 
 
 
 
 
 
 
Commercial loans:
 
 
 
 
 
 
 
 
 
 
 
C&I
30

 
28

 
3

 
46

 
38

 
6

Commercial real estate
14

 
9

 

 
15

 
7

 
1

Commercial construction
6

 
5

 

 
5

 
3

 

Total commercial loans
50

 
42

 
3

 
66

 
48

 
7

Residential loans:
 
 
 
 
 
 
 
 
 
 
 
Residential mortgages - nonguaranteed
2,305

 
2,013

 
229

 
2,346

 
2,046

 
234

Home equity products
705

 
626

 
93

 
661

 
612

 
88

Residential construction
269

 
206

 
27

 
259

 
201

 
26

Total residential loans
3,279

 
2,845

 
349

 
3,266

 
2,859

 
348

Consumer loans: