Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
Note 1 - Significant Accounting Policies |
Note 1 Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (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. Effective May1, 2008, SunTrust Banks, Inc. (SunTrust or the Company) acquired GBT Bancshares, Inc. (GBT). The acquisition was accounted for under the purchase method of accounting with the results of operations for GBT included in those of the Company beginning May1, 2008.
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.
These financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December31, 2008. Except for accounting policies that have been modified or recently adopted as described below, there have been no significant changes to the Companys accounting policies as disclosed in the Annual Report on Form 10-K for the year ended December31, 2008.
Accounting Policies Recently Adopted and Pending Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No.168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting. This standard establishes the Codification as the source of authoritative U.S. GAAP recognized by the FASB for nongovernmental entities. The Codification will be effective for interim and annual periods ending after September15, 2009. The Codification is a reorganization of existing U.S. GAAP and does not change existing U.S. GAAP. The Company will adopt this standard during the third quarter of 2009, which will have no impact on the Companys financial position, results of operations, and earnings per share.
In June 2009, the FASB issued SFAS No.166, Accounting for Transfers of Financial Assets, and SFAS No.167, Amendments to FASB Interpretation No.46(R). These standards are effective for the first interim reporting period of 2010. SFAS No.166 amends the guidance in SFAS No.140 to eliminate the concept of a qualifying special-purpose entity (QSPE) and changes some of the requirements for derecognizing financial assets. SFAS No.167 amends the consolidation guidance in FIN 46(R). Specifically, the amendments will (a)eliminate the exemption for QSPEs from the new guidance, (b)shift the determination of which enterprise should consolidate a variable interest entity (VIE) to a current control approach, such that an en |
Note 2 - Acquisitions / Dispositions |
Note 2 Acquisitions / Dispositions
(in millions) Date Cashorother consideration (paid)/received Goodwill Other Intangibles Gain/ (Loss)
Comments
FortheSixMonthsEndedJune30,2009
Acquisition of Epic Advisors, Inc. 4/1/09 ($2.0) $5.0 $0.6 $-
Goodwill and intangibles recorded are tax-deductible.
For the Six Months Ended June30, 2008
Sale of First Mercantile Trust Company 5/30/08 59.1 (11.7) (3.0) 29.6
Acquisition of GBT Bancshares, Inc 1 5/1/08 (154.6) 143.5 29.5 -
Goodwill and intangibles recorded are non tax-deductible.
Sale of 24.9% interest in Lighthouse Investment Partners, LLC (Lighthouse Investment Partners) 1/2/08 155.0 - (6.0) 89.4
SunTrust will continue to earn a revenue share based upon client referrals to the funds.
1On May1, 2008, SunTrust acquired GBT, a North Georgia-based financial institution serving commercial and retail customers, for $154.6 million, including cash paid for fractional shares, via the merger of GBT with and into SunTrust. In connection therewith, GBT shareholders received 0.1562 shares of the Companys common stock for each share of GBTs common stock, resulting in the issuance of approximately 2.2million shares of SunTrust common stock. As a result of the acquisition, SunTrust acquired approximately $1.4 billion of loans, primarily commercial real estate loans, and assumed approximately $1.4 billion of deposit liabilities. SunTrust elected to account for $171.6 million of the acquired loans at fair value in accordance with SFAS No.159. The remaining loans are accounted for at amortized cost and had a carryover reserve for loan and lease losses of $158.7 million. The acquisition was accounted for under the purchase method of accounting with the results of operations for GBT included in SunTrusts results beginning May1, 2008.
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Note 3 - Securities Available for Sale |
Note 3 Securities Available for Sale
Securities available for sale at June30, 2009 and December31, 2008 were as follows:
June30, 2009
(Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value
U.S. Treasury and federal agencies $570,158 $11,782 $2,030 $579,910
U.S. states and political subdivisions 989,470 22,908 8,186 1,004,192
Residential mortgage-backed securities - agency 14,220,431 178,678 12,693 14,386,416
Residential mortgage-backed securities - private 576,024 764 136,869 439,919
Other debt securities 634,791 2,074 17,708 619,157
Common stock of The Coca-Cola Company 69 1,439,631 - 1,439,700
Other equity securities1 995,071 926 - 995,997
Total securities available for sale $17,986,014 $1,656,763 $177,486 $19,465,291
December31, 2008
(Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value
U.S. Treasury and federal agencies $464,566 $21,889 $302 $486,153
U.S. states and political subdivisions 1,018,906 24,621 6,098 1,037,429
Residential mortgage-backed securities - agency 14,424,531 135,803 10,230 14,550,104
Residential mortgage-backed securities - private 629,174 8,304 115,327 522,151
Other debt securities 302,800 4,444 13,059 294,185
Common stock of The Coca-Cola Company 69 1,358,031 - 1,358,100
Other equity securities1 1,443,161 5,254 - 1,448,415
Total securities available for sale $18,283,207 $1,558,346 $145,016 $19,696,537
1Includes $343.3 million and $493.2 million of Federal Home Loan Bank (FHLB) of Cincinnati and FHLB of Atlanta stock stated at par value, $360.4 million and $360.9 million of Federal Reserve Bank stock stated at par value and $291.0 million and $588.5 million of mutual fund investments stated at fair value as of June30, 2009 and December31, 2008, respectively.
The amortized cost and fair value of investments in debt securities at June30, 2009 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 call or prepayment penalties.
(Dollars in thousands) 1Year orLess 1-5 Years 5-10 Years After10 Years Total
Distribution of Maturities:
Amortized Cost
Residential mortgage-backed securities - agency $81,425 $11,707,645 $1,434,328 $997,033 $14,220,431
Other debt securities 248,364 1,557,731 742,311 222,037 2,770,443
Total debt securities $329,789 $13,265,376 $2,176,639 $1,219,070 $16,990,874
Fair Value
Residential mortgage-backed securities - agency $83,041 $11,816,504 $1,488,660 $998,211 $14,386,416
Other debt securities 250,417 1,483,267 701,217 208,278 2,643,179
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Note 4 - Allowance for Loan and Lease Losses |
Note 4 Allowance for Loan and Lease Losses
Activity in the allowance for loan and lease losses is summarized in the table below:
ThreeMonthsEnded June30 % Change SixMonthsEnded June30 % Change
(Dollars in thousands) 2009 2008 2009 2008
Balance at beginning of period $2,735,000 $1,545,340 77.0 % $2,350,996 $1,282,504 83.3 %
Allowance from GBT acquisition - 158,705 (100.0) - 158,705 (100.0)
Provision for loan losses 962,181 448,027 114.8 1,956,279 1,008,049 94.1
Loan charge-offs (835,558) (355,565) 135.0 (1,482,474) (678,261) 118.6
Loan recoveries 34,377 32,893 4.5 71,199 58,403 21.9
Balance at end of period $2,896,000 $1,829,400 58.3 % $2,896,000 $1,829,400 58.3 %
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Note 5 - Premises and Equipment |
Note 5 Premises and Equipment
During the six months ended June30, 2008, the Company completed sale/leaseback transactions, consisting of 149 branch properties and various individual office buildings. In total, the Company sold and concurrently leased back $156.7 million in land and buildings with associated accumulated depreciation of $81.1 million. Net proceeds were $245.3 million, resulting in a gain, net of transaction costs of $169.7 million. During the first quarter of 2008, the Company recognized $37.0 million of the gain in earnings. The remaining $132.7 million in gains were deferred and will be recognized ratably over the expected term of the respective leases, which is 10 years. |
Note 6 - Goodwill and Other Intangible Assets |
Note 6 Goodwill and Other Intangible Assets
Due to the continued recessionary environment and sustained deterioration in the economy during the first quarter of 2009, the Company performed a complete goodwill impairment analysis for all of its reporting units. The estimated fair value of the Retail, Commercial, and Wealth and Investment Management reporting units exceeded their respective carrying values as of March31, 2009; however, the fair value of the Household Lending, Corporate and Investment Banking, Commercial Real Estate (included in Retail and Commercial segment), and Affordable Housing (included in Retail and Commercial segment) reporting units were less than their respective carrying values. The implied fair value of goodwill of the Corporate and Investment Banking reporting unit exceeded the carrying value of the goodwill, thus no goodwill impairment was recorded for this reporting unit as of March31, 2009. However, the implied fair value of goodwill applicable to the Household Lending, Commercial Real Estate, and Affordable Housing reporting units was less than the carrying value of the goodwill. As of March31, 2009, an impairment loss of $751.2 million was recorded, which was the entire amount of goodwill carried by each of those reporting units. Based on the tax nature of the acquisitions that initially generated the goodwill, $677.4 million of the goodwill impairment charge was non-deductible for tax purposes. The goodwill impairment charge was a direct result of continued deterioration in the real estate markets and macro economic conditions that put downward pressure on the fair value of these businesses. The primary factors contributing to the impairment recognition was further deterioration in the actual and projected financial performance of these reporting units, as evidenced by the increase in net charge-offs and nonperforming loans. These declines reflect the current economic downturn, which resulted in depressed earnings in these businesses and the significant decline in the Companys market capitalization during the first quarter.
During the second quarter of 2009, the Company determined that, for its Corporate and Investment Banking reporting unit, it continued to be more likely than not that the fair value of the reporting unit would be below the carrying value of its equity. As a result, the Company performed a complete evaluation of the Corporate and Investment Banking goodwill, which involved estimating the implied fair value of goodwill as of June30, 2009. The estimates of the fair value of the reporting unit and the implied fair value of goodwill were determined in accordance with the Companys policy as discussed in Note 1, Significant Accounting Policies, to the Consolidated Financial Statements of Form 10-K. The implied fair value of goodwill of the Corporate and Investment Banking reporting unit exceeded the carrying value of the goodwill, thus no goodwill impairment was recorded as of June30, 2009. For the remaining reporting units that have goodwill (Retail and Commercial and Wealth and Investment Management), there were no significant changes during the second quarter to indicate that the fair v |
Note 7 - Certain Transfers of Financial Assets, Mortgage Servicing Rights and Variable Interest Entities |
Note 7 Certain Transfers of Financial Assets, Mortgage Servicing Rights and Variable Interest Entities
Certain Transfers of Financial Assets
The Company has transferred residential and commercial mortgage loans, student loans, commercial and corporate loans and collateralized debt obligation (CDO) securities in a sale or securitization in which the Company has, or had, continuing involvement. All such transfers have been accounted for as sales by the Company. The Companys continuing involvement in such transfers has been limited to owning certain beneficial interests, such as securitized debt instruments, and certain servicing or collateral manager responsibilities. Except as specifically noted herein, the Company is not required to provide additional financial support to any of these entities, nor has the Company provided any support it was not obligated to provide. Generally, the Companys forms of continuing involvement under SFAS No.140 also constituted variable interests (VIs) under FIN 46(R). Interests that continue to be held by the Company in transferred financial assets, excluding servicing and collateral management rights, are generally recorded as securities available for sale or trading assets at their allocated carrying amounts based on their relative fair values at the time of transfer and are subsequently remeasured at fair value. For such interests, when quoted market prices are not available, fair value is generally estimated based on the present value of expected cash flows, calculated using managements best estimates of key assumptions, including credit losses, loan repayment speeds, and discount rates commensurate with the risks involved, based on how management believes market participants would determine such assumptions. See Note 15, Fair Value Election and Measurement, to the Consolidated Financial Statements for further discussion of the Companys fair value methodologies. Servicing rights may give rise to servicing assets, which are either initially recognized at fair value, subsequently amortized, and tested for impairment or elected to be carried at fair value. Gains or losses upon sale, in addition to servicing fees and collateral management fees, are recorded in noninterest income. Changes in the fair value of interests that continue to be held by the Company that are accounted for as trading assets or securities available for sale are recorded in trading account profits/(losses) and commissions or as a component of AOCI, respectively. In the event any decreases in the fair value of such interests that are recorded as securities available for sale are deemed to be other-than-temporary due to underlying credit impairment, the estimated credit component of such loss is recorded in securities gains/(losses). See Note 1, Significant Accounting Policies for a discussion of the impacts of SFAS No.167 on certain of the Companys involvements with VIEs discussed herein.
Residential Mortgage Loans
The Company typically transfers first lien residential mortgage loans in securitization transactions involving QSPEs sponsored by Ginnie Mae, Fannie Mae and Freddie Mac. These loans are exchanged for cash or securities |
Note 8 - Long-Term Debt and Capital |
Note 8 Long-Term Debt and Capital
The Companys long term debt decreased from $26.8 billion at December31, 2008 to $18.8 billion at June30, 2009 as a result of the repayment of $6.9 billion of its FHLB advances, $3.4 billion of which were at fair value. The Company also repaid $0.2 billion of its floating rate euro denominated notes that were due in 2011.
As part of the Companys participation in the Supervisory Capital Assessment Program (SCAP), the Company completed certain transactions as part of an announced capital plan during the second quarter of 2009 that increased its Tier 1 common equity by $2.1 billion. The transactions utilized to raise the capital consisted of the issuance of common stock, the repurchase of certain preferred stock and hybrid debt securities, and the sale of Visa Class B shares.
The common stock offerings that the Company completed in conjunction with the capital plan added 141.9million in new common shares and resulted in $1.8 billion in additional Tier 1 common equity, net of issuance costs.
Also as part of the capital plan, the Company initiated a cash tender offer to repurchase a defined maximum amount of its outstanding Series A preferred stock. 3,142 shares of the Companys Series A preferred stock were repurchased, resulting in a decrease in preferred stock of $314.2 million. An after-tax gain of $89.4 million was included in net loss available to common shareholders and an increase of $91.0 million was realized in Tier 1 common equity during the three month period ended June30, 2009. In addition, the Company also repurchased approximately $0.4 billion of its 5.588% Parent Company junior subordinated notes due 2042, and approximately $0.1 billion of its 6.10% Parent Company junior subordinated notes due 2036. These transactions resulted in a net after-tax loss of $44.1 million, as a result of a $164.9 million after-tax loss related to the extinguishment of the preferred stock forward sale agreement associated with the repurchase of the 5.588% Parent Company junior subordinated notes, and a $120.8 million after-tax gain from the repurchase of the Parent Company junior subordinated notes; the aggregate impact of the debt repurchases was a $120.8 million increase to Tier 1 common equity.
Another element of the capital plan involved the sale of the Companys Visa Class B shares resulting in an after-tax gain and increase in Tier 1 common equity of approximately $70 million.
The Company is subject to various regulatory capital requirements which involve quantitative measures of the Companys assets.
(Dollars in millions) June30 2009 December31 2008
Tier 1 capital $18,577.8 $17,613.7
Total capital 23,247.5 22,743.4
Risk-weighted assets 151,886.2 162,046.4
Tier 1 capital $18,577.8 $17,613.7
Less:
Qualifying trust preferred securities 2,411.6 2,847.3
Preferred stock 4,918.9 5,221.7
Allowable minority interest 105.3 101.8
Tier 1 common equity $11,142.0 $9,442.9
Risk-based ratios:
Tier 1 common equity 7.34 % 5. |
Note 9 - Earnings Per Share |
Note 9 - Earnings Per Share
Net income/(loss) is the same in the calculation of basic and diluted earnings/(loss) per share. Equivalent shares of 36.0million and 16.5million related to common stock options and common stock warrants outstanding as of June30, 2009 and 2008, respectively, were excluded from the computations of diluted earnings/(loss) per share because they would have been antidilutive. A reconciliation of the difference between average basic common shares outstanding and average diluted common shares outstanding for the three and six months ended June30, 2009 and 2008 is included below. Additionally, included below is a reconciliation of net income/(loss) to income/(loss) available to common shareholders.
ThreeMonths Ended June30 SixMonthsEnded June30
(In thousands, except per share data) 2009 2008 2009 2008
Net income/(loss) ($183,460) $540,362 ($998,627) $830,917
Series A preferred dividends (5,635) (5,112) (10,635) (12,089)
U.S. Treasury preferred dividends (66,546) - (132,825) -
Gain on repurchase of Series A preferred stock 89,425 - 89,425 -
Dividends and undistributed earnings allocated to unvested shares 1,788 (5,282) 12,853 (7,305)
Net income/(loss) available to common shareholders ($164,428) $529,968 ($1,039,809) $811,523
Average basic common shares 399,242 348,714 375,429 347,647
Effect of dilutive securities:
Stock options - 176 - 366
Performance and restricted stock - 893 - 914
Average diluted common shares 399,242 349,783 375,429 348,927
Earnings/(loss) per average common share - diluted ($0.41) $1.52 ($2.77) $2.33
Earnings/(loss) per average common share - basic ($0.41) $1.52 ($2.77) $2.33
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Note 10 - Income Taxes |
Note 10 - Income Taxes
The provision for income taxes was a benefit of $149.0 million and an expense of $202.8 million for the three months ended June30, 2009 and 2008, respectively, representing effective tax rates of (44.8)% and 27.3% during those periods. The provision for income taxes was a benefit of $299.7 million and an expense of $294.5 million for the six months ended June30, 2009 and 2008, respectively, representing effective tax rates of (23.1)% and 26.2% during those periods. The Company calculated the benefit for income taxes for the three and six months ended June30, 2009 discretely based on actual year-to-date results. The Company applied an estimated annual effective tax rate to the year-to-date pre-tax earnings to derive the provision for income taxes for the three and six months ended June30, 2008.
As of June30, 2009, the Companys gross cumulative unrecognized tax benefits (UTBs) amounted to $337.1 million, of which $271.2 million (net of federal benefit) would affect the Companys effective tax rate, if recognized. As of December31, 2008, the Companys gross cumulative UTBs amounted to $330.0 million. Additionally, the Company recognized a gross liability of $78.9 million and $70.9 million for interest related to its UTBs as of June30, 2009 and December31, 2008, respectively. Interest expense related to UTBs was $3.8 million for the three month period ended June30, 2009, compared to $20.2 million for the same period in 2008. Interest expense related to UTBs was $11.4 million for the six month period ended June30, 2009, compared to $24.5 million for the same period in 2008. The Company continually evaluates the UTBs associated with its uncertain tax positions. It is reasonably possible that the total UTBs could decrease during the next 12 months by approximately $5 million to $30 million due to the completion of tax authority examinations and the expiration of statutes of limitations.
The Companys federal returns through 2004 have been examined by the Internal Revenue Service (IRS) and issues for tax years 1999 through 2004 are still in dispute. An IRS examination of the Companys 2005 and 2006 Federal income tax returns is currently in progress. Generally, the state jurisdictions in which the Company files income tax returns are subject to examination for a period from three to seven years after returns are filed. |
Note 11 - Employee Benefit Plans |
Note 11 - Employee Benefit Plans
Stock-Based Compensation
The weighted average fair values of options granted during the first six months of 2009 and 2008 were $5.13 per share and $8.46 per share, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
SixMonthsEndedJune30
2009 2008
Expected dividend yield 4.16% 4.58%
Expected stock price volatility 83.17 21.73
Risk-free interest rate (weighted average) 1.94 2.87
Expected life of options 6years 6years
The following table presents a summary of stock option and performance and restricted stock activity:
Stock Options Performance and Restricted Stock
(Dollars in thousands except per share data) Shares Price Range Weighted Average ExercisePrice Shares Deferred Compensation Weighted Average GrantPrice
Balance, January1, 2009 15,641,872 $17.06-$150.45 $65.29 3,803,412 $113,394 $64.61
Granted 3,803,796 9.06 9.06 2,264,175 22,069 9.07
Exercised/vested - - - (1,141,632) - 64.16
Cancelled/expired/forfeited (652,042) 9.06 - 149.81 56.67 (215,340) (10,778) 50.05
Amortization of compensation element
of performance and restricted stock - - - - (36,277) -
Balance, June30, 2009 18,793,626 $9.06 - $150.45 $54.21 4,710,615 $88,408 $39.01
Exercisable, June30, 2009 13,114,730 $65.37
Available for additional grant, June30, 2009 1 8,780,678
1
Includes 4,860,492 shares available to be issued as restricted stock.
The following table presents information on stock options by ranges of exercise price at June30, 2009:
(Dollars in thousands except per share data)
Options Outstanding Options Exercisable
Range of Exercise
Prices Number Outstandingat June30, 2009 Weighted- Average ExercisePrice Weighted- Average Remaining ContractualLife (Years) Aggregate Intrinsic Value Number Exercisableat June30, 2009 Weighted- AverageExercise Price Weighted- Average Remaining Contractual Life(Years) Aggregate Intrinsic Value
$9.06to$49.46 4,516,376 $14.33 8.88 $27,499 495,280 $44.70 2.90 $-
$49.47to$64.57 5,155,357 56.46 2.75 - 5,155,357 56.46 2.75 -
$64.58to$150.45 9,121,893 72.68 4.99 - 7,464,093 72.91 4.25 -
18,793,626 $54.21 5.31 $27,499 13,114,730 $65.37 3.61 $-
Stock-based compensation expense recognized in noninterest expense was as follows:
ThreeMonthsEnded June30 SixMonthsEnded June30
(In thousands) 2009 2008 2009 2008
Stock-based compensation expense:
Stock options $3,565 $3,350 $6,478 $6,834
Performance and restricted stock 15,994 19,396 |
Note 12 - Derivative Financial Instruments |
Note 12 - Derivative Financial Instruments
The Company enters into various derivative financial instruments, as defined by SFAS No.133, both in a dealer capacity to facilitate client transactions and as an end user as a risk management tool. Where derivatives have been entered into with clients, the Company generally manages the risk associated with these derivatives within the framework of its value-at-risk (VaR) approach that monitors total exposure daily and seeks to manage the exposure on an overall basis. Derivatives are used as a risk management tool to hedge the Companys exposure to changes in interest rates or other identified market or credit risks, either economically or in accordance with the hedge accounting provisions of SFAS No.133. The Company may also enter into derivatives, on a limited basis, to capitalize on trading opportunities in the market. In addition, as a normal part of its operations, the Company enters into interest rate lock commitments (IRLCs) on mortgage loans that are accounted for as freestanding derivatives under SFAS No.133 and has certain contracts containing embedded derivatives that are carried, in their entirety, at fair value under SFAS No.155 or SFAS No.159. All freestanding derivatives are carried at fair value in the Consolidated Balance Sheets in trading assets, other assets, trading liabilities, or other liabilities. The associated gains and losses are either recorded in other comprehensive income, net of tax, or within the Consolidated Statements of Income/(Loss) depending upon the use and designation of the derivatives.
Credit and Market Risk Associated with Derivatives
Derivatives expose the Company to credit risk. If the counterparty fails to perform, the credit risk at that time would be equal to the net derivative asset position, if any, for that counterparty. The Company minimizes the credit or repayment risk in derivatives by entering into transactions with high credit-quality counterparties that are reviewed periodically by the Companys Credit Risk Management division. The Companys derivatives may also be governed by an International Swaps and Derivatives Associations Master Agreement (ISDA); depending on the nature of the derivative transactions, bilateral collateral agreements may be in place as well. When the Company has more than one outstanding derivative transaction with a single counterparty and there exists a legally enforceable master netting agreement with the counterparty, the Company considers its exposure to the counterparty to be the net market value of all positions with that counterparty, if such net value is an asset to the Company, and zero, if such net value is a liability to the Company. As of June30, 2009, net derivative asset positions to which the Company was exposed to risk of its counterparties were $2.5 billion, representing the net of $3.0 billion in net derivative gains by counterparty, netted by counterparty where formal netting arrangements exist, adjusted for collateral of $0.5 billion that the Company holds in relation to these gain positions. As of December31, 2008, net derivative asset positions to which the Company was exposed to risk of its co |
Note 13 - Reinsurance Arrangements and Guarantees |
Note 13 Reinsurance Arrangements and Guarantees
Reinsurance
The Company provides mortgage reinsurance on certain mortgage loans through contracts with several primary mortgage insurance companies. Under these contracts, the Company provides aggregate excess loss coverage in a mezzanine layer in exchange for a portion of the pools mortgage insurance premium. As of June30, 2009, approximately $17.0 billion of mortgage loans were covered by such mortgage reinsurance contracts. The reinsurance contracts are intended to place limits on the Companys maximum exposure to losses by defining the loss amounts ceded to the Company as well as by establishing trust accounts for each contract. The trust accounts, which are comprised of funds contributed by the Company plus premiums earned under the reinsurance contracts, are maintained to fund claims made under the reinsurance contracts. If claims exceed funds held in the trust accounts, the Company does not intend to make additional contributions beyond future premiums earned under the existing contracts.
At June30, 2009, the total loss exposure ceded to the Company was approximately $661.0 million; however, the maximum amount of loss exposure based on funds held in each separate trust account, including net premiums due to the trust accounts, was limited to $278.4 million. Of this amount, $274.0 million of losses have been reserved for as of June30, 2009, reducing the Companys net remaining loss exposure to $4.4 million. Future reported losses may exceed $4.4 million since future premium income will increase the amount of funds held in the trust; however, future cash losses, net of premium income, are not expected to exceed $4.4 million. The amount of future premium income is limited to the population of loans currently outstanding since additional loans are not being added to the reinsurance contracts; future premium income could be further curtailed to the extent the Company agrees to relinquish control of individual trusts to the mortgage insurance companies. Premium income, which totaled $25.9 million and $32.1 million for the six month periods ended June30, 2009 and June30, 2008, respectively, are reported as part of noninterest income. The related provision for losses, which total $94.6 million and $32.0 million for the six month periods ended June30, 2009 and June30, 2008, respectively, is reported as part of noninterest expense.
As noted above, the reserve for estimated losses incurred under its reinsurance contracts totaled $274.0 million at June30, 2009. The Companys evaluation of the required reserve amount includes an estimate of claims to be paid by the trust related to loans in default and an assessment of the sufficiency of future revenues, including premiums and investment income on funds held in the trusts, to cover future claims.
Guarantees
The Company has undertaken certain guarantee obligations in the ordinary course of business. In following the provisions of FIN 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others, the Company must consider guarantees that have any of the following four cha |
Note 14 - Concentrations of Credit Risk |
Note 14 - Concentrations of Credit Risk
Credit risk represents the maximum accounting loss that would be recognized at the reporting date if borrowers failed to perform as contracted and any collateral or security proved to be of no value. Concentrations of credit risk (whether on- or off-balance sheet) arising from financial instruments can exist in relation to individual borrowers or groups of borrowers, certain types of collateral, certain types of industries, certain loan products, or certain regions of the country.
Credit risk associated with these concentrations could arise when a significant amount of loans, related by similar characteristics, are simultaneously impacted by changes in economic or other conditions that cause their probability of repayment to be adversely affected. The Company does not have a significant concentration of risk to any individual client except for the U.S. government and its agencies. The major concentrations of credit risk for the Company arise by collateral type in relation to loans and credit commitments. The only significant concentration that exists is in loans secured by residential real estate. At June30, 2009, the Company owned $48.3 billion in residential mortgage loans and home equity lines, representing 39.3% of total loans, and an additional $16.2 billion in commitments to extend credit on home equity loans and $12.0 billion in mortgage loan commitments. At December31, 2008, the Company had $48.5 billion in residential mortgage loans and home equity lines, representing 38.2% of total loans, and an additional $18.3 billion in commitments to extend credit on home equity loans and $17.0 billion in mortgage loan commitments. The Company originates and retains certain residential mortgage loan products that include features such as interest only loans, high loan to value loans, and low initial interest rate loans. As of June30, 2009, the Company owned $16.1 billion of interest only loans, primarily with a 10 year interest only period. Approximately $2.2 billion of those loans had combined original loan to value ratios in excess of 80% with no mortgage insurance. Additionally, the Company owned approximately $2.6 billion of amortizing loans with combined loan to value ratios in excess of 80% with no mortgage insurance. The Company attempts to mitigate and control the risk in each loan type through private mortgage insurance and underwriting guidelines and practices. A geographic concentration arises because the Company operates primarily in the Southeastern and Mid-Atlantic regions of the United States.
SunTrust engages in limited international banking activities. The Companys total cross-border outstanding loans were $739.0 million and $945.8 million as of June30, 2009 and December31, 2008, respectively. |
Note 15 - Fair Value Election and Measurement |
Note 15 - Fair Value Election and Measurement
In accordance with SFAS No.159, the Company has elected to record specific financial assets and financial liabilities at fair value. These instruments include all, or a portion, of the following: fixed rate debt, brokered deposits, loans, loans held for sale, and trading loans. The following is a description of each financial asset and liability class as of June30, 2009 for which fair value has been elected, including the specific reasons for electing fair value and the strategies for managing the financial assets and liabilities on a fair value basis.
Fixed Rate Debt
The debt that the Company initially elected to carry at fair value was all of its fixed rate debt that had previously been designated in qualifying fair value hedges using receive-fixed interest rate swaps, pursuant to the provisions of SFAS No.133. The Company has also elected fair value for specific fixed rate debt issued subsequent to 2006 in which the Company concurrently entered into derivative financial instruments that economically converted the interest rate on the debt from fixed to floating. As of December31, 2008, the fair value of all such elected fixed rate debt was comprised of $3.7 billion of fixed rate FHLB advances and $3.5 billion of publicly-issued debt. The Company elected to record this debt at fair value in order to align the accounting for the debt with the accounting for the derivatives without having to account for the debt under hedge accounting, thus avoiding the complex and time consuming fair value hedge accounting requirements of SFAS No.133. This move to fair value introduced earnings volatility due to changes in the Companys credit spread that was not required to be measured under the SFAS No.133 hedge designation. A significant portion of the debt, along with certain of the interest rate swaps previously designated as hedges under SFAS No.133, continues to remain outstanding; however, in February 2009, the Company repaid all of the FHLB advances outstanding and closed out its exposures on the interest rate swaps. Approximately $150.3 million of FHLB stock was redeemed in conjunction with the repayment of the advances. Total fair value debt at June30, 2009 was $3.4 billion.
Brokered Deposits
Prior to adopting SFAS No.159, the Company had adopted the provisions of SFAS No.155 and elected to carry certain certificates of deposit at fair value. These debt instruments include embedded derivatives that are generally based on underlying equity securities or equity indices, but may be based on other underlyings that are generally not clearly and closely related to the host debt instrument. The Company elected to carry these instruments at fair value in order to remove the mixed attribute accounting model required by SFAS No.133. The provisions of that statement require bifurcation of a single instrument into a debt component, which would be carried at amortized cost, and a derivative component, which would be carried at fair value, with such bifurcation being based on the fair value of the derivative component and an allocation of any remaining proceeds to the host debt instrument. Since the adop |
Note 16 - Contingencies |
Note 16 Contingencies
The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the course of their normal business activities, some of which involve claims for substantial amounts. The Companys experience has shown that the damages often alleged by plaintiffs or claimants are grossly overstated, unsubstantiated by legal theory, and bear no relation to the ultimate award that a court might grant. In addition, valid legal defenses, such as statutes of limitations, frequently result in judicial findings of no liability by the Company. Because of these factors, the Company cannot provide a meaningful estimate of the range of reasonably possible outcomes of claims in the aggregate or by individual claim. However, it is the opinion of management that liabilities arising from these claims in excess of the amounts currently accrued, if any, will not have a material impact to the Companys financial condition or results of operations.
In September 2008, STRH and STIS entered into an agreement in principle with the Financial Industry Regulatory Authority (FINRA) related to the sales and brokering of ARS by STRH and STIS regardless whether any claims have been asserted by the investor. This agreement is non-binding and is subject to the negotiation of a final settlement. At this time there is no final settlement with FINRA, and FINRA has resumed its investigation. Notwithstanding that fact, the Company announced in November 2008 that it would move forward with ARS purchases from essentially the same categories of investors who would have been covered by the original term sheet with FINRA. Additionally, the Company has elected to purchase ARS from certain other investors not addressed by the agreement. The total par amount of ARS the Company expects to purchase as of June30, 2009 is approximately $729 million. As of June30, 2009, the Company has repurchased approximately 72% of the securities it intends to repurchase. The fair value of ARS purchased pursuant to the pending settlement is approximately $196.0 million and $133.1 million in trading securities and $141.9 million and $48.2 million in available for sale securities, at June30, 2009 and December31, 2008, respectively. The Company has reserved for the remaining probable loss pursuant to the provisions of SFAS No.5 that could be reasonably estimated to be approximately $51.4 million and $99.4 million at June30, 2009 and December31, 2008, respectively. The remaining loss amount represents the difference between the par amount and the estimated fair value of the remaining ARS that the Company believes it will likely purchase from investors. This amount may change by the movement in fair market value of the underlying investment and therefore, can be impacted by changes in the performances of the underlying obligor or collateral as well as general market conditions. The total gain relating to the ARS agreements recognized during the six months ended June30, 2009 was approximately $6.1 million, compared to a loss recognized during the year ended December31, 2008 of $177.3 million. These amounts are comprised of trading gains or losses on probable future purchases |
Note 17 - Business Segment Reporting |
Note 17 - Business Segment Reporting
The Company has four business segments used to measure business activities: Retail and Commercial, Corporate and Investment Banking, Household Lending, and Wealth and Investment Management with the remainder in Corporate Other and Treasury. Beginning in 2009, the segment reporting structure was adjusted in the following ways:
1.
Consumer Lending was combined with Mortgage to create Household Lending. Consumer Lending, which includes student lending, indirect auto, and other specialty consumer lending units, was previously a part of Retail and Commercial. This change will enable the Company to provide a strategic framework for all consumer lending products and will also create operational efficiencies.
2.
Commercial Real Estate is now a part of Retail and Commercial as Commercial and Commercial Real Estate clients have similar needs due to their comparable size and because the management structure is geographically based. Previously, Commercial Real Estate was combined with Corporate and Investment Banking in Wholesale Banking.
Retail and Commercial Banking serves consumers, businesses with up to $100 million in annual revenue, government/not-for-profit enterprises, and includes Commercial Real Estate which serves commercial and residential developers and investors. This business segment also provides services for the clients of our other businesses. Clients are serviced through an extensive network of traditional and in-store branches, ATMs, the internet and the telephone.
Corporate and Investment Banking serves clients in the large and middle corporate markets. The Corporate Banking Group generally serves clients with greater than $750 million in annual revenue and is focused on selected industry sectors: consumer and retail, diversified, energy, financial services, technology, and healthcare. The Middle Market Group generally serves clients with annual revenue ranging from $100 million to $750 million and is more geographically focused. Through SunTrust Robinson Humphrey, Corporate and Investment Banking provides an extensive range of investment banking products and services to its clients, including strategic advice, capital raising, and financial risk management. These investment banking products and services are also provided to Commercial and Wealth Investment Management clients. In addition, Corporate and Investment Banking offers traditional lending, leasing, treasury management services, and institutional investment management to its clients.
Household Lending offers residential mortgages, home equity lines and loans, indirect auto, student, bank card and other consumer loan products. Loans are originated through the Companys extensive network of traditional and in-store retail branches, via the internet (www.suntrust.com), and by phone (1-800-SUNTRUST). Residential mortgage loans are also originated nationally through the Companys wholesale and correspondent channels. These products are either sold in the secondary market primarily with servicing rights retained or held in the Companys loan portfolio. The line of business services loans for itself, for other |
Note 18 - Accumulated Other Comprehensive Income |
Note 18 - Accumulated Other Comprehensive Income
Comprehensive income was calculated as follows:
Three Months Ended June30 Six Months Ended June30
(Dollars in thousands) 2009 2008 2009 2008
Comprehensive income:
Net income/(loss) ($183,460) $540,362 ($998,627) $830,917
Other comprehensive income:
Change in unrealized gains (losses) on securities, net of taxes (4,716) (751,495) 51,967 (649,700)
Change in unrealized gains (losses) on derivatives, net of taxes (318,571) (238,930) (337,565) (43,277)
Change related to employee benefit plans 113,259 3,451 136,174 7,763
Total comprehensive income ($393,488) ($446,612) ($1,148,051) $145,703
The components of AOCI were as follows:
(Dollars in thousands) June30 2009 December31 2008
Unrealized net gain on available for sale securities $931,613 $887,361
Unrealized net gain on derivative financial instruments 509,550 847,115
Employee benefit plans (617,177) (753,351)
Total accumulated other comprehensive income $823,986 $981,125
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