Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
|
Notes to Financial Statements [Abstract] | |
1.Basis of Presentation |
1. Basis of Presentation
The Condensed Consolidated Financial Statements include the accounts of the Bancorp and its majority-owned subsidiaries and variable interest entities (VIEs) in which the Bancorp has been determined to be the primary beneficiary. Other entities, including certain joint ventures, in which the Bancorp has the ability to exercise significant influence over operating and financial policies of the investee, but upon which the Bancorp does not possess control, are accounted for by the equity method and not consolidated. Those entities in which the Bancorp does not have the ability to exercise significant influence are generally carried at the lower of cost or fair value. Intercompany transactions and balances have been eliminated. The Bancorp has evaluated subsequent events through August10, 2009, the date of issuance, to determine if either recognition or disclosure of significant events or transactions is required.
In the opinion of management, the unaudited Condensed Consolidated Financial Statements include all adjustments, which consist of normal recurring accruals, necessary to present fairly the financial position as of June30, 2009 and 2008, the results of operations for the three and six months ended June30, 2009 and 2008, the cash flows for the six months ended June30, 2009 and 2008 and the changes in shareholders equity for the six months ended June30, 2009 and 2008. In accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, these statements do not include certain information and footnote disclosures required for complete annual financial statements and it is suggested that these condensed financial statements be read in conjunction with the latest annual financial statements. The results of operations for the three and six months ended June30, 2009 and 2008 and the cash flows and changes in shareholders equity for the six months ended June30, 2009 and 2008 are not necessarily indicative of the results to be expected for the full year. Financial information as of December31, 2008 has been derived from the annual audited Consolidated Financial Statements of the Bancorp.
The preparation of financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain reclassifications have been made to prior periods Condensed Consolidated Financial Statements and related notes to conform to the current period presentation. |
2.New Accounting Pronouncements |
2. New Accounting Pronouncements
In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This Staff Position reiterates that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. This Staff Position provides additional guidance and utilizes a two-step process to determine whether there has been a significant decrease in the volume and level of activity for an asset or liability when compared with normal market activity for the asset or liability, and whether a transaction is not orderly. If it is determined that there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability, transactions or quoted prices may not be determinative of fair value. Accordingly, further analysis of the transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value in accordance with SFAS No.157, Fair Value Measurements. FSP FAS 157-4 is effective for interim and annual periods ending after June15, 2009. The Bancorps adoption of this Staff Position in the second quarter of 2009 did not have a material impact on the Bancorps Condensed Consolidated Financial Statements.
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the recognition and measurement guidance related to OTTI for debt securities. This Staff Position requires that an OTTI shall be recognized in earnings if the Bancorp intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If the Bancorp does not intend to sell the security, and it is not likely that the Bancorp will be required to sell the security before recovery of its cost basis, the OTTI related to credit losses shall be recognized in earnings, and the OTTI related to all other factors shall be recorded in other comprehensive income, net of applicable taxes. An entity shall recognize the cumulative effect of initially applying this FSP as an adjustment to the opening balance of retained earnings, net of applicable taxes, with a corresponding adjustment to accumulated other comprehensive income. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June15, 2009 and should be applied to existing and new investments held by an entity as of the beginning of the interim period in which it is adopted. During 2008, the Bancorp recognized a pre-tax OTTI charge of $37 million ($24 million after tax) on certain bank trust preferred debt securities classified as available-for-sale. In connection with its adoption of this FSP, the Bancorp c |
3.Restriction on Cash and Dividends |
3. Restriction on Cash and Dividends
The Federal Reserve Bank requires banks to maintain minimum average reserve balances. The amount of the reserve requirement was approximately $418 million, $406 million and $416 million at June30, 2009,December31, 2008 and June30, 2008, respectively.
Dividends paid by the Bancorp are subject to various federal and state regulatory limitations. The dividends paid by the Bancorps state chartered subsidiary banks are subject to regulations and limitations prescribed by the appropriate state authority. Dividends that may be paid by the Bancorps national charter subsidiary bank are limited to that banks retained net profits for the preceding two calendar years plus retained net profits up to the date of any dividend declaration in the current calendar year. Under these provisions, the dividend limitation of the Bancorps state chartered and national banks was $1.5 billion, $492 million and $2.3 billion at June 30, 2009, December 31, 2008, and June 30, 2008, respectively. The Bancorps nonbank subsidiaries are also limited by certain federal and state statutory provisions and regulations covering the amount of dividends that may be paid in any given year. Based on retained earnings at June 30, 2009, December 31, 2008 and June 30, 2008, the dividend limitation of the Bancorps nonbank subsidiaries under these provisions was $58 million, $50 million and $133 million, respectively.
On December31, 2008, the Bancorp sold approximately $3.4 billion in senior preferred stock and related warrants to the U.S. Treasury under the terms of the CPP. The terms include restrictions on common stock dividends, which require the U.S. Treasurys consent to increase common stock dividends for a period of three years from the date of investment unless the preferred shares are redeemed in whole or the U.S. Treasury has transferred all of the preferred shares to a third party. For the Bancorp, approval from the U.S. Treasury will be required for common stock dividends in excess of $0.15 per share of common stock. In addition, no dividends can be declared or paid on the Bancorps common stock unless all accrued and unpaid dividends have been paid on the preferred shares. |
4.Securities |
4. Securities
Trading securities were $1.4 billion as of June30, 2009 compared to $1.2 billion at December31, 2008 and $241 million at June30, 2008. The increase in trading securities since June30, 2008 was due to the Bancorp purchasing VRDNs from the market during the second half of 2008. VRDNs classified as trading securities totaled $970 million, $1.1 billion and zero at June30, 2009,December31, 2008 and June30, 2008, respectively. See Note 10 for further information on VRDNs. Unrealized losses on trading securities were $18 million as of June30, 2009. Unrealized gains on trading securities held at June30, 2009 and unrealized gains and losses on trading securities held at both December31, 2008 and June30, 2008 were immaterial to the Condensed Consolidated Financial Statements.
For the three and six months ended June30, 2009, gross realized gains on the sale of available-for-sale securities were $54 million and $74 million, respectively, while gross realized losses on the sale of available-for sale-securities were $3 million and $31 million, respectively. For the three and six months ended June30, 2008, gross realized gains on the sale of available-for-sale securities were $5 million and $35 million, respectively, while gross realized losses on the sale of available-for-sale securities were $15 million for both periods.
At June30, 2009,December31, 2008, and June30, 2008, securities with a fair value of $12.5 billion, $9.2 billion, and $8.8 billion, respectively, were pledged to secure borrowings, public deposits, trust funds and for other purposes as required or permitted by law.
The following tables provide a breakdown of the available-for-sale and held-to-maturity securities portfolio:
As of June30, 2009 ($ in millions) Amortized Cost Unrealized Gains Unrealized Losses FairValue
Available-for-sale and other:
U.S. Treasury and Government agencies $ 357 3 (3 ) $ 357
U.S. Government sponsored agencies 1,748 32 (36 ) 1,744
Obligations of states and political subdivisions 301 2 (1 ) 302
Agency mortgage-backed securities 9,085 262 (1 ) 9,346
Other bonds, notes and debentures 3,057 43 (60 ) 3,040
Other securities (a) 1,272 1,272
Total $ 15,820 342 (101 ) $ 16,061
Held-to-maturity:
Obligations of states and political subdivisions $ 352 $ 352
Other debt securities 5 5
Total $ 357 $ 357
As of December31, 2008 ($ in millions) Amortized Cost Unrealized Gains Unrealized Losses FairValue
Available-for-sale and other:
U.S. Treasury and Government agencies $ 186 4 $ 190
U.S. Government sponsored agencies 1,651 83 (4 ) 1,730
Obligations of states and political subdivisions 323 4 (1 ) 326
Agency mortgage-backed securities 8,529 157 (5 ) 8,681
Other bonds, notes and debentures |
5.Goodwill |
5. Goodwill
Business combinations entered into by the Bancorp typically include the acquisition of goodwill. Acquisition activity includes acquisitions in the respective period, in addition to purchase accounting adjustments related to previous acquisitions. Changes in the net carrying amount of goodwill by reporting segment for the six months ended June30, 2009 and 2008 were as follows:
($ in millions) Commercial Banking Branch Banking Consumer Lending Processing Solutions Investment Advisors Total
Balance as of December 31, 2008:
Goodwill $ 1,364 1,657 215 205 148 $ 3,589
Accumulated impairment losses (750 ) (215 ) (965 )
614 1,657 205 148 2,624
Acquisition activity (1 ) (1 ) 7 5
Sale of Processing Solutions business (212 ) (212 )
Balance as of June 30, 2009:
Goodwill 1,363 1,656 215 148 3,382
Accumulated impairment losses (750 ) (215 ) (965 )
Carrying value as of June 30, 2009 613 1,656 148 2,417
Balance as of December 31, 2007:
Goodwill 995 950 182 205 138 2,470
Accumulated impairment losses
995 950 182 205 138 2,470
Acquisition activity 386 704 33 10 1,133
Balance as of June 30, 2008:
Goodwill 1,381 1,654 215 205 148 3,603
Accumulated impairment losses
Carrying value as of June 30, 2008 $ 1,381 1,654 215 205 148 $ 3,603
On June30, 2009, the Bancorp sold an approximate 51% interest in its Processing Solutions business. As a result of this sale, the Bancorp no longer consolidates the assets and liabilities of the Processing Solutions business, resulting in a $212 million reduction of goodwill for the Bancorp. See Note 19 for further discussion of this transaction.
At September30, 2008, the Bancorp completed its annual goodwill impairment test and determined that no impairment existed. As prescribed in SFAS No.142, goodwill should be tested for impairment between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. During the second quarter, the Bancorp continued to see volatile market conditions and determined that an interim goodwill impairment test should be performed as of June30, 2009.
In Step 1 of the goodwill impairment test, the Bancorp compared the fair value of each reporting unit to |
6.Intangible Assets |
6. Intangible Assets
Intangible assets consist of servicing rights, core deposit intangibles, customer lists, non-compete agreements and cardholder relationships. Intangible assets, excluding servicing rights, are amortized on either a straight-line or an accelerated basis over their estimated useful lives and have an estimated weighted-average life at June30, 2009, December 31, 2008 and June 30, 2008 of 3.1 years, 2.8 years and 3.4 years, respectively. The Bancorp reviews intangible assets for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. The details of the Bancorps intangible assets are shown in the following table. For more information on servicing rights, see Note 7.
($ in millions) GrossCarrying Amount Accumulated Amortization Valuation Allowance NetCarrying Amount
As of June30, 2009:
Mortgage servicing rights $ 1,821 (952 ) (275 ) 594
Other consumer and commercial servicing rights 12 (11 ) 1
Core deposit intangibles 487 (373 ) 114
Other 53 (34 ) 19
Total intangible assets $ 2,373 (1,370 ) (275 ) 728
As of December31, 2008:
Mortgage servicing rights $ 1,614 (862 ) (256 ) 496
Other consumer and commercial servicing rights 13 (10 ) 3
Core deposit intangibles 487 (346 ) 141
Other 61 (34 ) 27
Total intangible assets $ 2,175 (1,252 ) (256 ) 667
As of June30, 2008:
Mortgage servicing rights $ 1,542 (820 ) (25 ) 697
Other consumer and commercial servicing rights 14 (10 ) 4
Core deposit intangibles 486 (320 ) 166
Other 66 (29 ) 37
Total intangible assets $ 2,108 (1,179 ) (25 ) 904
As of June30, 2009, all of the Bancorps intangible assets were being amortized. Amortization expense recognized on intangible assets, including servicing rights, for the three months ended June30, 2009 and 2008 was $63 million and $44 million, respectively. For the six months ended June30, 2009 and 2008, amortization expense was $122 million and $88 million, respectively. The Bancorp estimates amortization expense, including servicing rights, to be approximately $97 million for the remaining six months of 2009, $193 million in 2010, $136 million in 2011, $102 million in 2012 and $82 million in 2013. |
7.Sales of Receivables and Servicing Rights |
7. Sales of Receivables and Servicing Rights
Residential Mortgage Loan Sales
The Bancorp sold fixed and adjustable rate residential mortgage loans during the first and second quarters of 2009 and 2008. In those sales, the Bancorp obtained servicing responsibilities and the investors have no recourse to the Bancorps other assets for failure of debtors to pay when due. The Bancorp receives annual servicing fees based on a percentage of the outstanding balance. The Bancorp identifies classes of servicing assets based on financial asset type and interest rates. Initial carrying values of servicing rights recognized during the six months ended June30, 2009 and 2008 were $207 million and $124 million, respectively.
For the three months ended June30, 2009 and 2008, the Bancorp recognized gains of $161 million and $79 million, respectively, on residential mortgage loan sales of $6.1 billion and $3.6 billion, respectively. Additionally, the Bancorp recognized $49 million and $42 million in servicing fees on residential mortgages for the three months ended June30, 2009 and 2008, respectively. For the six months ended June30, 2009 and 2008, the Bancorp recognized gains of $291 million and $172 million, respectively, on residential mortgage loan sales of $10.4 billion and $7.6 billion, respectively. Additionally, the Bancorp recognized $94 million and $83 million in servicing fees on residential mortgages for the six months ended June30, 2009 and 2008, respectively. The gains on sales of residential mortgages and servicing fees related to residential mortgages are included in mortgage banking net revenue in the Condensed Consolidated Statements of Income.
The Bancorp previously sold certain residential mortgage loans in the secondary market with credit recourse. In the event of any customer default, pursuant to the credit recourse provided, the Bancorp is required to reimburse the third party. The maximum amount of credit risk in the event of nonperformance by the underlying borrowers is equivalent to the total outstanding balance. In the event of nonperformance, the Bancorp has rights to the underlying collateral value securing the loan. At June30, 2009 and 2008, the outstanding balances on these loans sold with credit recourse were approximately $1.2 billion and $1.4 billion, respectively, and the delinquency rates were approximately 7.49% and 3.86%, respectively. At June30, 2009 and 2008, the Bancorp maintained an estimated credit loss reserve on these loans sold with credit recourse of approximately $20 million and $14 million, respectively, recorded in other liabilities in the Condensed Consolidated Balance Sheets. To determine the credit loss reserve, the Bancorp used an approach that is consistent with its overall approach in estimating credit losses for various categories of residential mortgage loans held in its loan portfolio. In addition, conforming residential mortgage loans sold to unrelated third parties are generally sold with representation and warranty recourse provisions. Under these provisions, the Bancorp is required to repurchase any previously sold loan for which the representation or warranty of the Bancorp proves t |
8.Other Assets |
8. Other Assets
The following table provides the components of other assets included in the Condensed Consolidated Balance Sheets:
($ in millions) June30, 2009 December31, 2008 June30, 2008
Derivative instruments $ 2,076 3,225 $ 990
Bank owned life insurance 1,747 1,777 1,811
Partnership investments 1,092 1,121 1,070
Accounts receivable and drafts-in-process 1,030 1,188 1,115
Investment in FTPS Holdings, LLC 524
Accrued interest receivable 429 478 484
Other real estate owned 249 231 208
Prepaid pension and other expenses 53 84 124
Deposit with IRS 1,007 407
Income tax receivables 488
Deferred tax asset 301
Other 256 212 159
Total $ 7,456 10,112 $ 6,368
The Bancorp incorporates the utilization of derivative instruments as part of its overall risk management strategy to reduce certain risks related to interest rate, prepayment and foreign currency volatility. The Bancorp also holds derivatives instruments for the benefit of its commercial customers. For further information on derivative instruments, see Note 9.
The Bancorp purchases life insurance policies on the lives of certain directors, officers and employees and is the owner and beneficiary of the policies. The Bancorp invests in these policies, known as BOLI, to provide an efficient form of funding for long-term retirement and other employee benefits costs. Therefore, the Bancorps BOLI policies are intended to be long-term investments to provide funding for future payment of long-term liabilities. The Bancorp records these BOLI policies within other assets in the Condensed Consolidated Balance Sheets at each policys respective cash surrender value, with changes recognized in other noninterest income in the Condensed Consolidated Statements of Income.
Certain BOLI policies have a stable value agreement through either a large, well-rated bank or multi-national insurance carrier that provides limited cash surrender value protection from declines in the value of each policys underlying investments. During 2008 and the first half of 2009, the value of the investments underlying one of the Bancorps BOLI policies continued to decline due to disruptions in the credit markets, widening of credit spreads between U.S. treasuries/swaps versus municipal bonds and bank trust preferred securities, and illiquidity in the asset-backed securities market. These factors caused the cash surrender value to decline further beyond the protection provided by the stable value agreement. As a result of exceeding the cash surrender value protection, the Bancorp recorded a recovery of $2 million and charges totaling $9 million during the three and six months ended June30, 2009, respectively, and charges totalling $2 million and $154 million during the three and six months ended June30, 2008, respectively, to reflect declines in the policys cash surrender value. The cash surrender value of this BOLI policy was $238 million at June30, 2009, $291 million a |
9.Derivative Financial Instruments |
9. Derivative Financial Instruments
The Bancorp maintains an overall risk management strategy that incorporates the use of derivative instruments to reduce certain risks related to interest rate, prepayment and foreign currency volatility. Additionally, the Bancorp holds derivative instruments for the benefit of its commercial customers. The Bancorp does not enter into derivative instruments for speculative purposes.
The Bancorps interest rate risk management strategy involves modifying the repricing characteristics of certain financial instruments so that changes in interest rates do not adversely affect the Bancorps net interest margin and cash flows. Derivative instruments that the Bancorp may use as part of its interest rate risk management strategy include interest rate swaps, interest rate floors, interest rate caps, forward contracts, options and swaptions. Interest rate swap contracts are exchanges of interest payments, such as fixed-rate payments for floating-rate payments, based on a common notional amount and maturity date. Interest rate floors protect against declining rates, while interest rate caps protect against rising interest rates. Forward contracts are contracts in which the buyer agrees to purchase, and the seller agrees to make delivery of, a specific financial instrument at a predetermined price or yield. Options provide the purchaser with the right, but not the obligation, to purchase or sell a contracted item during a specified period at an agreed upon price. Swaptions are financial instruments granting the owner the right, but not the obligation, to enter into or cancel a swap.
Prepayment volatility arises mostly from changes in fair value of the largely fixed-rate MSR portfolio, mortgage loans and mortgage-backed securities. The Bancorp may enter into various free-standing derivatives (principal-only swaps, swaptions, floors, options and interest rate swaps) to economically hedge prepayment volatility. Principal-only swaps are total return swaps based on changes in the value of the underlying mortgage principal-only trust. Foreign currency volatility occurs as the Bancorp enters into certain loans denominated in foreign currencies. Derivative instruments that the Bancorp may use to economically hedge these foreign denominated loans include foreign exchange swaps and forward contracts.
The Bancorp also enters into derivative contracts (including foreign exchange contracts, commodity contracts and interest rate swaps, floors and caps) for the benefit of commercial customers. The Bancorp may economically hedge significant exposures related to these free-standing derivatives by entering into offsetting third-party contracts with approved, reputable counterparties with substantially matching terms and currencies. Credit risk arises from the possible inability of counterparties to meet the terms of their contracts. The Bancorps exposure is limited to the replacement value of the contracts rather than the notional, principal or contract amounts. The Bancorp minimizes the credit risk through credit approvals, limits, counterparty collateral and monitoring procedures. For the three and six months ended June3 |
10.Commitments, Contingent Liabilities and Guarantees |
10. Commitments, Contingent Liabilities and Guarantees
The Bancorp, in the normal course of business, enters into financial instruments and various agreements to meet the financing needs of its customers. The Bancorp also enters into certain transactions and agreements to manage its interest rate and prepayment risks, provide funding, equipment and locations for its operations and invest in its communities. These instruments and agreements involve, to varying degrees, elements of credit risk, counterparty risk and market risk in excess of the amounts recognized in the Bancorps Condensed Consolidated Balance Sheets. Creditworthiness for all instruments and agreements is evaluated on a case-by-case basis in accordance with the Bancorps credit policies. The Bancorps significant commitments, contingent liabilities and guarantees in excess of the amounts recognized in the Condensed Consolidated Balance Sheets are summarized as follows:
Commitments
The Bancorp has certain commitments to make future payments under contracts. A summary of significant commitments at June30 follows:
($ in millions) 2009 2008
Commitments to extend credit $ 44,993 51,396
Forward contracts to sell mortgage loans 8,527 973
Letters of credit (including standby letters of credit) 7,933 9,042
Noncancelable lease obligations 914 845
Purchase obligations 68 91
Capital expenditures 42 85
Commitments to extend credit are agreements to lend, typically having fixed expiration dates or other termination clauses that may require payment of a fee. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. The Bancorp is exposed to credit risk in the event of nonperformance for the amount of the contract. Fixed-rate commitments are also subject to market risk resulting from fluctuations in interest rates and the Bancorps exposure is limited to the replacement value of those commitments. As of June30, 2009 and 2008, the Bancorp had a reserve for unfunded commitments totaling $239 million and $115 million, respectively, included in other liabilities in the Condensed Consolidated Balance Sheets.
The Bancorp enters into forward contracts to economically hedge the change in fair value of certain residential mortgage loans held for sale due to changes in interest rates. The outstanding notional amounts of these forward contracts were $8.5 billion and $1.0 billion as of June30, 2009 and 2008, respectively.
Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. At June30, 2009, approximately $2.7 billion of letters of credit expire within one year (including $44 million issued on behalf of commercial customers to facilitate trade payments in dollars and foreign currencies), $5.0 billion expire between one and five years and $0.2 billion expire thereafter. Standby letters of credit are considered guarantees in accordance with FASB Interpretation No.45, Guarantors Accounting and Disclosure |
11.Legal and Regulatory Proceedings |
11. Legal and Regulatory Proceedings
During April 2006, the Bancorp was added as a defendant in a consolidated antitrust class action lawsuit originally filed against Visa, MasterCard and several other major financial institutions in the United States District Court for the Eastern District of New York. The plaintiffs, merchants operating commercial businesses throughout the U.S. and trade associations, claim that the interchange fees charged by card-issuing banks are unreasonable and seek injunctive relief and unspecified damages. In addition to being a named defendant, the Bancorp is also subject to a possible indemnification obligation of Visa as discussed in Note 10. Accordingly, in the third and fourth quarters of 2007, the Bancorp recorded a contingent liability included in the $172 million litigation reserve. During 2008, the Bancorp recorded additional reserves of $71 million for probable future litigation settlements. In connection with Visas IPO, Visa retained a portion of the proceeds to fund an escrow account in order to resolve existing litigation settlements as well as fund potential future litigation settlements. As of June 30, 2009, the Bancorp has recorded its proportional share of $169 million of the Visa escrow accounts net against the current Visa litigation reserve of $243 million to account for its potential exposure in this and related litigation. Refer to Note 20 for further information regarding the Bancorps net litigation reserve and ownership interest in Visa. This antitrust litigation is still in the pre-trial phase.
Several putative class action complaints have been filed against the Bancorp in various federal and state courts. The federal cases were consolidated by the Judicial Panel on Multidistrict Litigation and are now known as In Re TJX Security Breach Litigation. The state court actions have been removed to federal court and have been consolidated into that same case. The complaints relate to the alleged intrusion of The TJX Companies, Inc.s (TJX) computer system and the potential theft of their customers non-public information and alleged violations of the Gramm-Leach-Bliley Act. Some of the complaints were filed by consumers and seek unquantified damages on behalf of putative classes of persons who transacted business at any one of TJXs stores during the period of the alleged intrusion. Another was filed by financial institutions and seeks unquantified damages on behalf of other similarly situated entities that suffered losses in relation to the alleged intrusion. All claims against the Bancorp in this matter have now been dismissed.
In June 2007, Ronald A. Katz Technology Licensing, L.P. (Katz) filed a suit in the United States District Court for the Southern District of Ohio against the Bancorp and its Ohio banking subsidiary. In the suit, Katz alleges that the Bancorp and its Ohio bank are infringing on Katzs patents for interactive call processing technology by offering certain automated telephone banking and other services. This lawsuit is one of many related patent infringement suits brought by Katz in various courts against numerous other defendants. Katz is seeking unspecified monet |
12.Income Taxes |
12. Income Taxes
At June30, 2009, December31, 2008 and June30, 2008, the Bancorp had unrecognized tax benefits of $82 million, $959 million, and $961 million, respectively. Those balances included $80 million, $83 million and $83 million of tax positions at June30, 2009,December31, 2008 and June30, 2008, respectively, that, if recognized, would impact the effective tax rate and $1 million at December31, 2008 and June30, 2008 that would impact goodwill. The remaining $2 million, $875 million and $877 million is related to tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of the deductions. Substantially all of the reduction of uncertain tax positions as of June 30, 2009, related to the settlement of certain leasing items with the IRS.
It is reasonably possible that the amount of the unrecognized benefit with respect to certain of the Bancorps uncertain tax positions could significantly increase or decrease during the next 12 months. An estimate of the range of the reasonably possible changes to the unrecognized tax benefits cannot be made at this time.
Any interest and penalties incurred in connection with income taxes are accrued as a component of tax expense. At June30, 2009, the Bancorp had an accrued interest liability of $11 million, net of the related tax benefits. At December31, 2008 and June30, 2008, the Bancorp had an accrued interest liability of $210 million, net of the related tax benefits. No material liabilities were recorded for penalties. Substantially all of the reduction of accrued interest related to the settlement of certain leasing items with the IRS.
The Bancorp had filed suit in the United States District Court for the Southern District of Ohio in a dispute with the IRS concerning the timing of deductions associated with certain leveraged lease transactions in its 1997 tax return. The IRS had also proposed adjustments for subsequent tax years. The proposed adjustments related to the Bancorps portfolio of leveraged leases, with both domestic and foreign municipalities. During the first quarter of 2009, the Bancorp settled this dispute by entering into a closing agreement with the IRS to settle all of its leveraged leases for all open years. This settlement favorably impacted tax expense for the six months ended June30, 2009 by $55 million.
As of December31, 2008, a deposit of approximately $1.0 billion was held with the IRS for taxes associated with the leveraged lease portfolio. In connection with the settlement, the Bancorp requested that approximately $750 million be applied against outstanding tax and interest with the remaining $250 million to be returned to the Bancorp. This $250 million was received in April of 2009.
Additionally, during the first quarter of 2009, the Bancorp decided to surrender one of its BOLI policies. As a result of this decision, the Bancorp was required to establish a deferred tax asset relating to this investment. This decision favorably impacted tax expense for the six months ended June30, 2009 by $106 million.
Deferred income taxes are included as a component of other assets and accrued taxes, in |
13. Retirement and Benefit Plans |
13. Retirement and Benefit Plans
Net periodic pension cost is recorded as a component of employee benefits expense in the Condensed Consolidated Statements of Income. The plan assumptions are evaluated annually and are updated as necessary. The discount rate assumption reflects the yield on a portfolio of high quality fixed-income instruments that have a similar duration to the plans liabilities. The expected long-term rate of return assumption reflects the average return expected on the assets invested to provide for the plans liabilities. In determining the expected long-term rate of return, the Bancorp evaluated actuarial and economic inputs, including long-term inflation rate assumptions and broad equity and bond indices long-term return projections, as well as actual long-term historical plan performance.
The following table summarizes the components of net periodic pension cost:
Forthethreemonthsended June30, Forthesixmonthsended June30,
($ in millions) 2009 2008 2009 2008
Service cost $ $
Interest cost 3 3 7 7
Expected return on assets (3 ) (5 ) (6 ) (10 )
Amortization of actuarial loss 4 2 8 4
Amortization of net prior service cost
Settlement
Net periodic pension cost $ 4 $ 9 1
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14.Accumulated Other Comprehensive Income |
14. Accumulated Other Comprehensive Income
The reclassification adjustments, related tax effects allocated to other comprehensive income and accumulated other comprehensive income for the six months ended June30, 2009 and 2008 were as follows:
Total Other Comprehensive Income Total Accumulated Other Comprehensive Income
($ in millions) Pre-Tax Activity Tax Effect Net Activity Beginning Balance Net Activity Ending Balance
2009
Unrealized holding gains on available-for-sale securities arising during period $ 144 (50 ) 94
Reclassification adjustment for net gains included in net income (43 ) 15 (28 )
Reclassification adjustment related to prior OTTI charges (a) (37 ) 13 (24 )
Net unrealized gains on available-for-sale securities 64 (22 ) 42 $ 115 42 157
Unrealized holding gains on cash flow hedge derivatives 33 (12 ) 21
Reclassification adjustment for net gains on cash flow hedge derivatives included in net income (22 ) 8 (14 )
Net unrealized gains on cash flow hedge derivatives 11 (4 ) 7 88 7 95
Defined benefit plans:
Net prior service cost
Net actuarial gain 8 (3 ) 5
Defined benefit plans, net 8 (3 ) 5 (105 ) 5 (100 )
Total $ 83 (29 ) 54 $ 98 54 152
2008
Unrealized holding losses on available-for-sale securities arising during period $ (42 ) 10 (32 )
Reclassification adjustment for net gains included in net income (17 ) 11 (6 )
Net unrealized losses on available-for-sale securities (59 ) 21 (38 ) $ (94 ) (38 ) (132 )
Unrealized holding gains on cash flow hedge derivatives 8 (3 ) 5
Reclassification adjustment for net losses on cash flow hedge derivatives included in net income 6 (2 ) 4
Net unrealized gains on cash flow hedge derivatives 14 (5 ) 9 25 9 34
Defined benefit plans:
Net prior service cost
Net actuarial gain 4 (1 ) 3
Defined benefit plans, net 4 (1 ) 3 (57 ) 3 (54 )
Total ($ 41 ) 15 (26 ) ($ 126 ) (26 ) (152 )
(a) See Note 2 for a description of the Bancorps reclassification adjustment for OTTI charges. |
15. Common and Preferred Stock |
15. Common and Preferred Stock
The following is a summary of the share activity within common and preferred stock for the six months ended June30, 2009 and 2008:
Common Stock Preferred Stock
($ and shares in millions) Value Shares Value Shares(a)
Shares at December31, 2008 $ 1,295 583 4,241
Issuance of common stock 351 158
Accretion from dividends on preferred shares, Series F 21
Exchange of preferred shares, Series G 133 60 (674 )
Shares at June30, 2009 $ 1,779 801 $ 3,588
Shares at December31, 2007 $ 1,295 583 $ 9
Issuance of preferred shares, Series G 1,073
Shares at June30, 2008 $ 1,295 583 $ 1,082
(a) At June30, 2009, there were 16,451 shares of Series G preferred stock and 136,320 shares of Series F preferred stock. There were 7,250 shares of Series D preferred stock, 2,000 shares of Series E preferred stock and 44,300 shares of Series G preferred stock at June30, 2008.
In the second quarter of 2008, the Bancorp issued its 8.5% non-cumulative Series G convertible preferred stock. The depository shares represented 46,000 shares of the convertible preferred stock and had a liquidation preference of $25,000 per share. The Series G preferred stock is convertible at any time, at the option of the shareholder, into 2,159.8272 shares of common stock, representing a conversion price of approximately $11.575 per share of common stock.
On June17, 2009, the Bancorp completed its offer to exchange 2,158.8272 shares of its common stock, no par value, and $8,250 in cash, for each set of 250 validly tendered and accepted depositary shares. The Bancorp issued approximately 60million shares of common stock and paid $230 million in cash in exchange for 7million depositary shares. Overall, $696 million in liquidation amount of the Bancorps depositary shares were validly tendered, not withdrawn and exchanged, which represented 63% of the aggregate liquidation amount of its depositary shares. An aggregate of 7million depositary shares representing 27,849 shares of Series G preferred stock were retired upon receipt. At the time of exchange, the Bancorp recognized an increase to retained earnings and net income available to common shareholders of $35 million, calculated as the difference between the carrying amount of the Series G preferred stock exchanged and the sum of the fair value of the common stock plus cash delivered. After settlement of the exchange offer and as of June30, 2009, 4,112,750 depositary shares representing 16,451 shares of Series G preferred stock remained outstanding. As a result of this exchange, the Bancorp increased its common equity by $441 million.
On June4, 2009, the Bancorp announced the successful completion of a $1 billion at-the-market offering of its common shares. Through this offering, the Bancorp issued approximately 158million shares at an average price of $6.33. |
16.Earnings Per Share |
16. Earnings Per Share
The calculation of earnings per share and the reconciliation of earnings per share and earnings per diluted share were as follows:
2009 2008
For the three months ended June30: (in millions, except per share data) Income Average Shares PerShare Amount Loss Average Shares PerShare Amount
Earnings per share:
Net income (loss) $ 882 ($ 202 )
Dividends on preferred stock (a) 26
Net income (loss) available to common shareholders $ 856 630 $ 1.35 ($ 202 ) 540 ($ 0.37 )
Earnings per diluted share:
Net income (loss) available to common shareholders $ 856 630 $ 1.35 ($ 202 ) 540 ($ 0.37 )
Effect of dilutive securities:
Stock based awards 1
Convertible preferred stock (b)(c) (27 ) 87 (0.20 )
Net income (loss) available to common shareholders plus assumed conversions $ 829 718 $ 1.15 ($ 202 ) 540 ($ 0.37 )
(a) Dividends on preferred stock were $.185 million for the three months ended June30, 2008.
(b) The additive effect to income from dividends on convertible preferred stock for the three months ended June30, 2009 included preferred dividends of $9 million for Series G preferred shares, offset by a $35 million reduction to preferred dividends due to the conversion of a portion of Series G preferred shares during the second quarter of 2009.
(c) The additive effect to income from dividends on convertible preferred stock was $.145 million for the three months ended June30, 2008. The average share dilutive effect from convertible preferred stock was .308million shares for the three months ended June30, 2008.
2009 2008
For the six months ended June30: (in millions, except per share data) Income Average Shares PerShare Amount Income Average Shares PerShare Amount
Earnings per share:
Net income $ 932 84
Dividends on preferred stock (a) 103
Net income available to common shareholders $ 829 601 $ 1.37 $ 84 534 $ 0.16
Earnings per diluted share:
Net income available to common shareholders $ 829 601 $ 1.37 $ 84 534 $ 0.16
Effect of dilutive securities:
Stock based awards 1 2
Convertible preferred stock (b)(c) (3 ) 92 (0.19 ) 7
Net income available to common shareholders plus assumed conversions $ 826 694 $ 1.18 $ 84 543 $ 0.16
( |
17.Fair Value Measurements |
17. Fair Value Measurements
Effective January1, 2008, the Bancorp adopted SFAS No.157, which provides a framework for measuring fair value under accounting principles generally accepted in the United States of America. SFAS No.157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No.157 also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instruments fair value measurement. The three levels within the fair value hierarchy are described as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Bancorp has the ability to access at the measurement date.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect the Bancorps own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which might include the Bancorps own financial data such as internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.
Effective January1, 2008, the Bancorp adopted SFAS No.159, which allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for certain financial assets and liabilities on an instrument-by-instrument basis. Upon election of the fair value option in accordance with SFAS No.159, subsequent changes in fair value are recorded as an adjustment to earnings.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize assets and liabilities measured at fair value on a recurring basis, including financial instruments in which the Bancorp has elected the fair value option in accordance with SFAS No.159.
Fair Value Measurements Using
As of June30, 2009 ($ in millions) Level1 Level2 Level3 TotalFairValue
Assets:
Available-for-sale securities: ( |
18.Business Segments |
18. Business Segments
The Bancorp reports on five business segments: Commercial Banking, Branch Banking, Consumer Lending, Processing Solutions and Investment Advisors.
Fifth Third Processing Solutions provides electronic funds transfer, debit, credit and merchant transaction processing, operates the Jeanie ATM network and provides other data processing services to affiliated and unaffiliated customers. On June30, 2009, the Bancorp completed the Processing Business Sale, which represents the sale of a majority interest in the Bancorps merchant acquiring and financial institutions processing businesses, which make up a significant portion of the Processing Solutions segment. As a result of this transaction, on June30, 2009, the Bancorp deconsolidated its remaining interest in the merchant acquiring and financial institution processing business. The income statement below reflects the results of operations for this business for the three and six months ended June30, 2009 and 2008. The Bancorp has retained its retail credit card and commercial multi-card service business, which in future reporting periods will be included in Consumer Lending and Commercial Banking business segments, respectively.
Results of the Bancorps business segments are presented based on its management structure and management accounting practices. The structure and accounting practices are specific to the Bancorp; therefore, the financial results of the Bancorps business segments are not necessarily comparable with similar information for other financial institutions. The Bancorp refines its methodologies from time to time as management accounting practices are improved and businesses change.
The Bancorp manages interest rate risk centrally at the corporate level by employing an FTP methodology. This methodology insulates the business segments from interest rate volatility, enabling them to focus on serving customers through loan originations and deposit taking. The FTP system assigns charge rates and credit rates to classes of assets and liabilities, respectively, based on expected duration and the LIBOR swap curve. Matching duration allocates interest income and interest expense to each segment so its resulting net interest income is insulated from interest rate risk. In a rising rate environment, the Bancorp benefits from the widening spread between deposit costs and wholesale funding costs. However, the Bancorps FTP system credits this benefit to deposit-providing businesses, such as Branch Banking and Investment Advisors, on a duration-adjusted basis. The net impact of the FTP methodology is captured in General Corporate and Other.
Management made changes to the FTP methodology in the first quarter of 2009 to update the calculation of FTP charges and credits to each of the Bancorps business segments. Changes to the FTP methodology were applied retroactively and included updating rates to reflect significant increases in the Bancorps liquidity premiums. The increased spreads reflect the Bancorps liability structure and are more weighted towards retail product pricing spreads. Management will review FTP spreads periodically based on the extent of cha |
19.Processing Business Sale |
19. Processing Business Sale
On June30, 2009, the Bancorp completed the sale of a majority interest in its merchant acquiring and financial institutions processing businesses (the Business). Under the terms of the sale, Advent International (Advent) acquired an approximate 51% interest in the Business for cash. The Bancorp has retained the remaining approximate 49% interest in the Business, and has received a $1.25 billion note and warrants that allow the Bancorp to purchase an incremental 10% nonvoting interest in the Business.
As a result of the sale, and in accordance with SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements, the Bancorp recognized a pre-tax gain of approximately $1.8 billion ($1.1 billion after-tax), which is recorded in other noninterest income. Of the $1.8 billion gain, approximately $848 million was the result of marking the Bancorps retained interest to fair value.
In connection with the sale, the Bancorp provided Advent with certain put rights that are exercisable in the event of three unlikely circumstances. The Bancorp valued the put rights at approximately $14 million. The fair value of the put rights was calculated using a Black-Sholes option valuation model using probability weighted scenarios, assuming expected terms of 1 to 4.5 years, expected volatilities of 39.6% to 56.9%, risk free rates of 0.48% to 2.34%, and expected dividend rates of 0%. The expected volatilities were based on historical and implied volatilities of comparable companies assuming similar expected terms.
The fair value of the warrants was estimated to be $62 million. The fair value of the warrants was calculated using a Black-Scholes option valuation model using probability weighted scenarios, assuming expected terms of 10 to 20 years, expected volatilities of 37.5% to 44.4%, risk free rates of 4.03% to 4.33%, and expected dividend rates of 0%. The expected volatilities were based on historical and implied volatilities of comparable companies assuming similar expected terms.
The fair value of the Bancorps retained noncontrolling interest, exclusive of the warrants, in the Business at June30, 2009 is $524 million, which is based on the price Advent paid for its ownership interest in the Business. The Bancorp will account for its retained noncontrolling interest in the Business under the equity method prospectively. |
20.Subsequent Event |
20. Subsequent Event
On July16, 2009, Visa Inc. announced it had deposited $700 million into the litigation escrow account. As a result of this funding, the Bancorp recorded its proportional share of $29 million of these additional funds as a reduction to noninterest expense which will be recognized by the Bancorp in the third quarter of 2009.
On July17, 2009 the Bancorp completed the sale of its Visa Inc. Class B shares for $300 million. As part of this transaction the Bancorp entered into a total return swap in which the Bancorp will make or receive payments based on subsequent changes in the conversion rate of the Class B shares into ClassA shares. The swap terminates on the later of the third anniversary of Visas IPO or the date on which the Covered Litigation is finally settled. As a result of the sale of Class B shares and entering into the swap contract, the Bancorp reversed its net Visa litigation reserve liability and recognized a free-standing derivative liability of $55 million. The sale of the Class B shares, recognition of the derivative liability and reversal of the net litigation reserve liability resulted in a pre-tax benefit of $288 million ($187 million after-tax), which will be recognized by the Bancorp in the third quarter of 2009. |