Edgar Filing: REGIONS FINANCIAL CORP

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2012

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 000-50831

Regions Financial Corporation

(Exact name of registrant as specified in its charter)


Delaware		63-0589368
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1900 Fifth Avenue North Birmingham, Alabama		35203
(Address of principal executive offices)		(Zip Code)

(205) 944-1300

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

The number of shares outstanding of each of the issuer’s classes of common stock was 1,413,343,477 shares of common stock, par value $.01, outstanding as of July 25, 2012.

REGIONS FINANCIAL CORPORATION

FORM 10-Q

INDEX


			Page
Part I. Financial Information
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets—June 30, 2012 and December 31, 2011		5
		Consolidated Statements of Income—Three and six months ended June 30, 2012 and 2011		6
		Consolidated Statements of Comprehensive Income—Three and six months ended June 30, 2012 and 2011		7
		Consolidated Statements of Changes in Stockholders’ Equity—Six months ended June 30, 2012 and 2011		8
		Consolidated Statements of Cash Flows—Six months ended June 30, 2012 and 2011		9
		Notes to Consolidated Financial Statements		10
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		65
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk		106
	Item 4.	Controls and Procedures		106

Part II. Other Information
	Item 1.	Legal Proceedings		107
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		107
	Item 6.	Exhibits		108

Signatures				109

Forward-Looking Statements

This Quarterly Report on Form 10-Q, other periodic reports filed by Regions Financial Corporation (“Regions”) under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by or on behalf of Regions may include forward-looking statements. The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements which are identified as such and are accompanied by the identification of important factors that could cause actual results to differ materially from the forward-looking statements. For these statements, we, together with our subsidiaries, unless the context implies otherwise, claim the protection afforded by the safe harbor in the Act. Forward-looking statements are not based on historical information, but rather are related to future operations, strategies, financial results or other developments. Forward-looking statements are based on management’s expectations as well as certain assumptions and estimates made by, and information available to, management at the time the statements are made. Those statements are based on general assumptions and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those described below:

•

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) became law on July 21, 2010, and a number of legislative, regulatory and tax proposals remain pending. Additionally, the U.S. Treasury and federal banking regulators continue to implement, but are also beginning to wind down, a number of programs to address capital and liquidity in the banking system. Future and proposed rules, including those that are part of the Basel III process, are expected to require banking institutions to increase levels of capital. All of the foregoing may have significant effects on Regions and the financial services industry, the exact nature and extent of which cannot be determined at this time.

•

Possible additional loan losses, impairment of goodwill and other intangibles, and adjustment of valuation allowances on deferred tax assets and the impact on earnings and capital.

•

Possible changes in interest rates may increase funding costs and reduce earning asset yields, thus reducing margins. Increases in benchmark interest rates would also increase debt service requirements for customers whose terms include a variable interest rate, which may negatively impact the ability of borrowers to pay as contractually obligated.

•

Possible changes in general economic and business conditions in the United States in general and in the communities Regions serves in particular, including any prolonging or worsening of the current unfavorable economic conditions, including unemployment levels.

•

Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans.

•

Possible changes in trade, monetary and fiscal policies, laws and regulations, and other activities of governments, agencies, and similar organizations, may have an adverse effect on business.

•

Possible regulations issued by the Consumer Financial Protection Bureau or other regulators which might adversely impact Regions’ business model or products and services.

•

Possible stresses in the financial and real estate markets, including possible continued deterioration in property values.

•

Regions’ ability to manage fluctuations in the value of assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support Regions’ business.

•

Regions’ ability to expand into new markets and to maintain profit margins in the face of competitive pressures.

•

Regions’ ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential customers.

•

Regions’ ability to keep pace with technological changes.

•

Regions’ ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk, reputational risk, and regulatory and compliance risk.

•

Regions’ ability to ensure adequate capitalization which is impacted by inherent uncertainties in forecasting credit losses.

•

The cost and other effects of material contingencies, including litigation contingencies, and any adverse judicial, administrative, or arbitral rulings or proceedings.

•

The effects of increased competition from both banks and non-banks.

•

The effects of geopolitical instability and risks such as terrorist attacks.

•

Possible changes in consumer and business spending and saving habits could affect Regions’ ability to increase assets and to attract deposits.

•

The effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes, and the effects of man-made disasters.

•

Possible downgrades in ratings issued by rating agencies.

•

Possible changes in the speed of loan prepayments by Regions’ customers and loan origination or sales volumes.

•

Possible acceleration of prepayments on mortgage-backed securities due to low interest rates, and the related acceleration of premium amortization on those securities.

•

The effects of problems encountered by larger or similar financial institutions that adversely affect Regions or the banking industry generally.

•

Regions’ ability to receive dividends from its subsidiaries.

•

The effects of the failure of any component of Regions’ business infrastructure which is provided by a third party.

•

Changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other regulatory agencies.

•

The effects of any damage to Regions’ reputation resulting from developments related to any of the items identified above.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions often signify forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the date made. We assume no obligation to update or revise any forward-looking statements that are made from time to time.

See also the “Forward-Looking Statements” and “Risk Factors” sections of Regions’ Annual Report on Form 10-K for the year ended December 31, 2011 and the “Forward-Looking Statements” section of Regions’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	June 30 2012			December 31 2011
	(In millions, except share data)
Assets
Cash and due from banks	$	2,000		$	2,132
Interest-bearing deposits in other banks		1,766			4,913
Federal funds sold and securities purchased under agreements to resell		—			200
Trading account assets		110			1,266
Securities available for sale		27,232			24,471
Securities held to maturity		13			16
Loans held for sale (includes $950 and $844 measured at fair value, respectively)		1,187			1,193
Loans, net of unearned income		76,202			77,594
Allowance for loan losses		(2,291	)		(2,745	)

Net loans		73,911			74,849
Other interest-earning assets		901			1,085
Premises and equipment, net		2,300			2,375
Interest receivable		341			361
Goodwill		4,816			4,816
Mortgage servicing rights		179			182
Other identifiable intangible assets		391			449
Other assets		7,198			8,742

Total assets	$	122,345		$	127,050

Liabilities and Stockholders’ Equity
Deposits:
Non-interest-bearing	$	29,694		$	28,266
Interest-bearing		65,404			67,361

Total deposits		95,098			95,627
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreements to repurchase		2,746			2,333
Other short-term borrowings		560			734

Total short-term borrowings		3,306			3,067
Long-term borrowings		6,230			8,110

Total borrowed funds		9,536			11,177
Other liabilities		3,256			3,747

Total liabilities		107,890			110,551
Stockholders’ equity:
Preferred stock, authorized 10 million shares
Series A, cumulative perpetual participating, par value $1.00 (liquidation preference $1,000.00) per share, net of discount; Issued—0 and 3,500,000 shares, respectively		—			3,419
Common stock, par value $.01 per share:
Authorized 3 billion shares
Issued including treasury stock—1,454,542,017 and 1,301,230,838 shares, respectively		15			13
Additional paid-in capital		19,898			19,060
Retained earnings (deficit)		(4,136	)		(4,527	)
Treasury stock, at cost—41,198,540 and 42,414,444 shares, respectively		(1,376	)		(1,397	)
Accumulated other comprehensive income (loss), net		54			(69	)

Total stockholders’ equity		14,455			16,499

Total liabilities and stockholders’ equity	$	122,345		$	127,050

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012			2011
	(In millions, except per share data)
Interest income on:
Loans, including fees	$	806	$	856		$	1,618		$	1,723
Securities:
Taxable		179		208			353			415
Tax-exempt		—		—			—			—

Total securities		179		208			353			415
Loans held for sale		7		9			14			22
Trading account assets		—		—			1			—
Other interest-earning assets		2		3			5			6

Total interest income		994		1,076			1,991			2,166
Interest expense on:
Deposits		76		126			164			265
Short-term borrowings		—		—			—			1
Long-term borrowings		80		94			162			189

Total interest expense		156		220			326			455

Net interest income		838		856			1,665			1,711
Provision for loan losses		26		398			143			880

Net interest income after provision for loan losses		812		458			1,522			831
Non-interest income:
Service charges on deposit accounts		233		308			487			595
Capital markets and investment income		17		19			45			50
Mortgage income		90		50			167			95
Trust department income		50		51			99			101
Securities gains, net		12		24			24			106
Other		105		91			209			176

Total non-interest income		507		543			1,031			1,123
Non-interest expense:
Salaries and employee benefits		434		401			876			829
Net occupancy expense		92		98			186			198
Furniture and equipment expense		67		72			131			142
Other		249		385			562			719

Total non-interest expense		842		956			1,755			1,888

Income from continuing operations before income taxes		477		45			798			66
Income tax expense (benefit)		126		(34	)		208			(63	)

Income from continuing operations	$	351	$	79		$	590		$	129
Discontinued operations:
Income (loss) from discontinued operations before income taxes		4		4			(61	)		40
Income tax benefit		—		(26	)		(25	)		(9	)

Income (loss) from discontinued operations, net of tax		4		30			(36	)		49
Net income	$	355	$	109		$	554		$	178

Net income from continuing operations available to common shareholders	$	280	$	25		$	465		$	23

Net income available to common shareholders	$	284	$	55		$	429		$	72

Weighted-average number of shares outstanding:
Basic		1,414		1,258			1,348			1,257
Diluted		1,418		1,260			1,350			1,259
Earnings per common share from continuing operations:
Basic	$	0.20	$	0.02		$	0.34		$	0.02
Diluted		0.20		0.02			0.34			0.02
Earnings per common share:
Basic	$	0.20	$	0.04		$	0.32		$	0.06
Diluted		0.20		0.04			0.32			0.06
Cash dividends declared per common share		0.01		0.01			0.02			0.02

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Three Months Ended June 30
	2012		2011
	(In millions)
Net income	$	355	$	109
Other comprehensive income, net of tax:*
Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period (net of $52 and $114 tax effect for the three months ended June 30, 2012 and 2011, respectively)		86		192
Less: reclassification adjustments for securities gains realized in net income (net of $4 and $8 tax effect for the three months ended June 30, 2012 and 2011, respectively)		8		16

Net change in unrealized gains on securities available for sale		78		176
Unrealized gains on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period (net of $23 and $35 tax effect for the three months ended June 30, 2012 and 2011, respectively)		37		55
Less: reclassification adjustments for gains realized in net income (net of $7 and $18 tax effect for the three months ended June 30, 2012 and 2011, respectively)		11		29

Net change in unrealized gains on derivative instruments		26		26
Defined benefit pension plans and other post employment benefits:
Amortization of actuarial loss and prior service cost realized in net income, and other (net of $7 and $4 tax effect for the three months ended June 30, 2012 and 2011, respectively)		10		8

Net change from defined benefit pension plans		10		8

Other comprehensive income, net of tax*	$	114	$	210

Comprehensive income	$	469	$	319


	Six Months Ended June 30
	2012		2011
	(In millions)
Net income	$	554	$	178
Other comprehensive income, net of tax:*
Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period (net of $52 and $81 tax effect for the six months ended June 30, 2012 and 2011, respectively)		88		144
Less: reclassification adjustments for securities gains realized in net income (net of $8 and $37 tax effect for the six months ended June 30, 2012 and 2011, respectively)		16		69

Net change in unrealized gains on securities available for sale		72		75
Unrealized gains on derivative instruments designated as cash flow hedges:
Unrealized holding gains on derivatives arising during the period (net of $29 and $35 tax effect for the six months ended June 30, 2012 and 2011, respectively)		47		56
Less: reclassification adjustments for gains realized in net income (net of $13 and $37 tax effect for the six months ended June 30, 2012 and 2011, respectively)		21		60

Net change in unrealized gains (losses) on derivative instruments		26		(4	)
Defined benefit pension plans and other post employment benefits:
Amortization of actuarial loss and prior service cost realized in net income, and other (net of $15 and $8 tax effect for the six months ended June 30, 2012 and 2011, respectively)		25		12

Net change from defined benefit pension plans		25		12

Other comprehensive income, net of tax*	$	123	$	83

Comprehensive income	$	677	$	261

*	All other comprehensive amounts are shown net of tax.

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


	Preferred Stock						Common Stock				Additional Paid-In Capital			Retained Earnings (Deficit)			Treasury Stock, At Cost			Accumulated Other Comprehensive Income (Loss)			Total
	Preferred Stock						Common Stock
	Shares			Amount			Shares		Amount
	(In millions, except share and per share data)
BALANCE AT JANUARY 1, 2011		4		$	3,380			1,256	$	13	$	19,050		$	(4,047	)	$	(1,402	)	$	(260	)	$	16,734
Net income		—			—			—		—		—			178			—			—			178
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment		—			—			—		—		—			—			—			75			75
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment		—			—			—		—		—			—			—			(4	)		(4	)
Net change from defined benefit pension plans, net of tax		—			—			—		—		—			—			—			12			12
Cash dividends declared—$0.02 per share		—			—			—		—		—			(25	)		—			—			(25	)
Preferred dividends		—			—			—		—		—			(87	)		—			—			(87	)
Preferred stock transactions:
Discount accretion		—			19			—		—		—			(19	)		—			—			—
Common stock transactions:
Impact of stock transactions under compensation plans, net		—			—			3		—		2			—			3			—			5

BALANCE AT JUNE 30, 2011		4		$	3,399			1,259	$	13	$	19,052		$	(4,000	)	$	(1,399	)	$	(177	)	$	16,888


BALANCE AT JANUARY 1, 2012		4		$	3,419			1,259	$	13	$	19,060		$	(4,527	)	$	(1,397	)	$	(69	)	$	16,499
Net income		—			—			—		—		—			554			—			—			554
Net change in unrealized gains and losses on securities available for sale, net of tax and reclassification adjustment		—			—			—		—		—			—			—			72			72
Net change in unrealized gains and losses on derivative instruments, net of tax and reclassification adjustment		—			—			—		—		—			—			—			26			26
Net change from defined benefit pension plans, net of tax		—			—			—		—		—			—			—			25			25
Cash dividends declared—$0.02 per share		—			—			—		—		—			(27	)		—			—			(27	)
Preferred dividends		—			—			—		—		—			(44	)		—			—			(44	)
Preferred stock transactions:
Discount accretion		—			10			—		—		—			(10	)		—			—			—
Repurchase of Series A preferred stock issued to the U.S. Treasury and associated accelerated accretion		(4	)		(3,429	)		—		—		—			(71	)		—			—			(3,500	)
Repurchase of warrant from the U.S. Treasury		—			—			—		—		(45	)		—			—			—			(45	)
Common stock transactions:
Net proceeds from issuance of 153 million shares of common stock		—			—			153		2		873			—			—			—			875
Impact of stock transactions under compensation plans, net		—			—			1		—		10			(11	)		21			—			20

BALANCE AT JUNE 30, 2012		—		$	—			1,413	$	15	$	19,898		$	(4,136	)	$	(1,376	)	$	54		$	14,455

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30
	2012			2011
	(In millions)
Operating activities:
Net income	$	554		$	178
Adjustments to reconcile net cash provided by operating activities:
Provision for loan losses		143			880
Depreciation and amortization of premises and equipment		125			138
Provision for losses on other real estate, net		18			58
Net amortization of securities		144			92
Net amortization of loans and other assets		77			98
Net amortization of borrowings		2			1
Net securities gains		(24	)		(106	)
Gain on disposition of business		(15	)		—
Deferred income tax expense (benefit)		201			(81	)
Excess tax benefits from share-based payments		(1	)		—
Originations and purchases of loans held for sale		(2,834	)		(2,624	)
Proceeds from sales of loans held for sale		2,732			3,525
Gain on sale of loans, net		(62	)		(37	)
Valuation charges on loans held for sale		8			6
Branch consolidation and property and equipment charges		—			77
Decrease (increase) in trading account assets		193			(107	)
(Increase) decrease in other interest-earning assets		(182	)		12
Decrease in interest receivable		17			67
(Increase) decrease in other assets		(102	)		1,246
Increase (decrease) in other liabilities		39			(543	)
Other		4			(38	)

Net cash from operating activities		1,037			2,842
Investing activities:
Proceeds from sales of securities available for sale		1,670			6,479
Proceeds from maturities of securities available for sale		3,209			2,291
Proceeds from maturities of securities held to maturity		3			4
Purchases of securities available for sale		(6,970	)		(9,178	)
Proceeds from sales of loans		411			816
Purchases of loans		(407	)		(1,545	)
Net decrease in loans		746			585
Net purchases of premises and equipment		(79	)		(128	)
Proceeds from disposition of business, net of cash transferred		855			—

Net cash from investing activities		(562	)		(676	)
Financing activities:
Net (decrease) increase in deposits		(529	)		1,717
Net increase (decrease) in short-term borrowings		1,168			(1,215	)
Proceeds from long-term borrowings		—			1,001
Payments on long-term borrowings		(1,853	)		(2,502	)
Cash dividends on common stock		(27	)		(25	)
Cash dividends on preferred stock		(44	)		(87	)
Net proceeds from issuance of common stock		875			—
Repurchase of Series A preferred stock		(3,500	)		—
Repurchase of warrant		(45	)		—
Excess tax benefits from share-based payments		1			—

Net cash from financing activities		(3,954	)		(1,111	)

(Decrease) increase in cash and cash equivalents		(3,479	)		1,055
Cash and cash equivalents at beginning of year		7,245			6,919

Cash and cash equivalents at end of period	$	3,766		$	7,974

See notes to consolidated financial statements.

REGIONS FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Three and Six Months Ended June 30, 2012 and 2011

NOTE 1—Basis of Presentation

Regions Financial Corporation (“Regions” or the “Company”) provides a full range of banking and bank-related services to individual and corporate customers through its subsidiaries and branch offices located primarily in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Mississippi, Missouri, North Carolina, South Carolina, Tennessee, Texas and Virginia. The Company is subject to competition from other financial institutions, is subject to the regulations of certain government agencies and undergoes periodic examinations by those regulatory authorities.

The accounting and reporting policies of Regions and the methods of applying those policies that materially affect the consolidated financial statements conform with accounting principles generally accepted in the United States (“GAAP”) and with general financial services industry practices. The accompanying interim financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and notes to the consolidated financial statements necessary for a complete presentation of financial position, results of operations, comprehensive income and cash flows in conformity with GAAP. In the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements have been included. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto in Regions’ Form 10-K for the year ended December 31, 2011. Regions has evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-Q.

Beginning with first quarter 2012 financial reporting, as required by new accounting literature, Regions began presenting separate consolidated statements of comprehensive income. Comprehensive income (loss) is the total of net income and all other non-owner changes in equity. Items are recognized as components of comprehensive income (loss) and are displayed net of tax in the consolidated statements of comprehensive income (loss). In the calculation of comprehensive income (loss), certain reclassification adjustments are made to avoid double-counting items that are displayed as part of net income (loss) for a period that also had been displayed as part of other comprehensive income (loss) in that period or earlier periods. The prior period is also shown for comparability.

On January 11, 2012, Regions entered into an agreement to sell Morgan Keegan & Company, Inc. (“Morgan Keegan”) and related affiliates. The transaction closed on April 2, 2012. See Note 2 and Note 15 for further details. Results of operations for the entities sold are presented separately as discontinued operations for all periods presented on the consolidated statements of income because the sale met all of the criteria for reporting as discontinued operations at June 30, 2012. Other expenses related to the transaction are also included in discontinued operations. This presentation is consistent with the consolidated financial statements included in the 2011 Form 10-K.

Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications are immaterial and have no effect on net income, comprehensive income, total assets or stockholders’ equity as previously reported.

NOTE 2—Discontinued Operations

On January 11, 2012, Regions entered into a stock purchase agreement to sell Morgan Keegan and related affiliates to Raymond James Financial, Inc. (“Raymond James”). The transaction closed on April 2, 2012. Regions Investment Management, Inc. (formerly known as Morgan Asset Management, Inc.) and Regions Trust

were not included in the sale. The total purchase price received by the Company was $1.2 billion. An estimated $15 million pre-tax gain on sale, which includes a $256 million adjustment of liabilities to record the legal indemnification at fair value as discussed in the next paragraph, was recorded in the second quarter of 2012 as a component of discontinued operations. In order to estimate the gain on sale, Regions made assumptions regarding the finalization of elections for income tax purposes to be made by Raymond James and Regions. Any adjustment to the gain, if needed, will be presented within discontinued operations on the consolidated statements of income and would have no impact on results from continuing operations. Regions does not expect any adjustment to the gain on sale to have a material impact on the Company’s financial position or regulatory capital.

In connection with the closing of the sale, Regions agreed to indemnify Raymond James for all litigation matters related to pre-closing activities. See Note 15 for related disclosure. Losses under the indemnification include legal and other expenses, such as costs for defense, judgments, settlements and awards associated with the resolution of litigation related to pre-closing activities. Regions increased existing liabilities on the consolidated balance sheet by approximately $256 million, such that the resulting amount of $385 million reflected the fair value of the indemnification at the close of the transaction.

The following table represents the condensed results of operations for discontinued operations for the three and six months ended June 30:


	Three Months Ended June 30					Six Months Ended June 30
	2012		2011			2012			2011
	(In millions, except per share data)
Interest income	$	—	$	10		$	8		$	20
Interest expense		—		2			1			4

Net interest income		—		8			7			16
Non-interest income:
Brokerage, investment banking and capital markets		—		229			233			465
Gain on sale		15		—			15			—
Other		—		9			7			36

Total non-interest income		15		238			255			501
Non-interest expense:
Salaries and employee benefits		—		160			171			326
Net occupancy expense		—		9			9			18
Furniture and equipment expense		—		7			8			14
Professional and legal expenses		10		23			106			48
Other		1		43			29			71

Total non-interest expense		11		242			323			477

Income (loss) from discontinued operations before income taxes		4		4			(61	)		40
Income tax benefit		—		(26	)		(25	)		(9	)

Income (loss) from discontinued operations, net of tax	$	4	$	30		$	(36	)	$	49

Earnings (loss) per common share from discontinued operations:
Basic	$	0.00	$	0.02		$	(0.03	)	$	0.04
Diluted	$	0.00	$	0.02		$	(0.03	)	$	0.04

NOTE 3—Securities

The amortized cost, gross unrealized gains and losses, and estimated fair value of securities available for sale and securities held to maturity are as follows:


	June 30, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In millions)
Securities available for sale:
U.S. Treasury securities	$	48	$	3	$	—		$	51
Federal agency securities		232		3		—			235
Obligations of states and political subdivisions		14		—		—			14
Mortgage-backed securities:
Residential agency		22,923		578		(7	)		23,494
Residential non-agency		13		1		—			14
Commercial agency		499		15		—			514
Commercial non-agency		619		18		—			637
Corporate and other debt securities		1,527		29		(5	)		1,551
Equity securities		722		2		(2	)		722

	$	26,597	$	649	$	(14	)	$	27,232

Securities held to maturity:
U.S. Treasury securities	$	2	$	1	$	—		$	3
Federal agency securities		3		—		—			3
Mortgage-backed securities:
Residential agency		8		—		—			8

	$	13	$	1	$	—		$	14


	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(In millions)
Securities available for sale:
U.S. Treasury securities	$	95	$	3	$	—		$	98
Federal agency securities		147		—		—			147
Obligations of states and political subdivisions		24		12		—			36
Mortgage-backed securities:
Residential agency		21,688		494		(7	)		22,175
Residential non-agency		15		1		—			16
Commercial agency		318		8		—			326
Commercial non-agency		314		7		—			321
Corporate and other debt securities		539		5		(7	)		537
Equity securities		817		2		(4	)		815

	$	23,957	$	532	$	(18	)	$	24,471

Securities held to maturity:
U.S. Treasury securities	$	4	$	—	$	—		$	4
Federal agency securities		3		—		—			3
Mortgage-backed securities:
Residential agency		9		1		—			10

	$	16	$	1	$	—		$	17

Entities included with the sale of Morgan Keegan and related affiliates had approximately $2 million in securities available for sale at December 31, 2011, which are included in the table above. There were no such securities at June 30, 2012 as these entities were sold during the second quarter as discussed in Note 2.

Equity securities in the tables above included the following amortized cost related to Federal Reserve Bank stock and Federal Home Loan Bank (“FHLB”) stock. Shares in the Federal Reserve Bank and FHLB are accounted for at amortized cost, which approximates fair value.


	June 30 2012		December 31 2011
	(In millions)
Federal Reserve Bank	$	480	$	481
Federal Home Loan Bank		135		219

Securities with carrying values of $14.0 billion and $14.3 billion at June 30, 2012 and December 31, 2011, respectively, were pledged to secure public funds, trust deposits and certain borrowing arrangements.

The amortized cost and estimated fair value of securities available for sale and securities held to maturity at June 30, 2012, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Estimated Fair Value
	(In millions)
Securities available for sale:
Due in one year or less	$	27	$	27
Due after one year through five years		636		641
Due after five years through ten years		910		928
Due after ten years		248		255
Mortgage-backed securities:
Residential agency		22,923		23,494
Residential non-agency		13		14
Commercial agency		499		514
Commercial non-agency		619		637
Equity securities		722		722

	$	26,597	$	27,232

Securities held to maturity:
Due in one year or less	$	3	$	3
Due after one year through five years		2		3
Due after five years through ten years		—		—
Due after ten years		—		—
Mortgage-backed securities:
Residential agency		8		8

	$	13	$	14

The following tables present gross unrealized losses and estimated fair value of securities available for sale at June 30, 2012 and December 31, 2011. These securities are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and twelve months or more.


	June 30, 2012
	Less Than Twelve Months					Twelve Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Mortgage-backed securities:
Residential agency	$	950	$	(8	)	$	—	$	—		$	950	$	(8	)
Commercial agency		—		—			—		—			—		—
Commercial non-agency		—		—			—		—			—		—
All other securities		413		(5	)		18		(1	)		431		(6	)

	$	1,363	$	(13	)	$	18	$	(1	)	$	1,381	$	(14	)


	December 31, 2011
	Less Than Twelve Months					Twelve Months or More					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Mortgage-backed securities:
Residential agency	$	1,778	$	(7	)	$	—	$	—		$	1,778	$	(7	)
All other securities		291		(9	)		5		(2	)		296		(11	)

	$	2,069	$	(16	)	$	5	$	(2	)	$	2,074	$	(18	)

There was no gross unrealized loss on debt securities held to maturity at either June 30, 2012 or December 31, 2011.

For the securities included in the tables above, management does not believe any individual unrealized loss, which was comprised of 410 securities and 524 securities at June 30, 2012 and December 31, 2011, respectively, represented an other-than-temporary impairment as of those dates. The Company does not intend to sell, and it is not likely that the Company will be required to sell, the securities before the recovery of their amortized cost basis, which may be at maturity.

For both the three and six months ended June 30, 2012, Regions recorded a credit-related impairment charge of approximately $2 million. Regions did not record any credit-related impairment charges during the three or six months ended June 30, 2011.

Proceeds from sale, gross realized gains and gross realized losses from continuing operations on sales of securities available for sale are shown in the table below. The cost of securities sold is based on the specific identification method.


	Three Months Ended June 30				Six Months Ended June 30
	2012		2011		2012		2011
	(In millions)
Proceeds	$	272	$	4,060	$	1,670	$	6,479
Gross realized gains		12		24		24		106
Gross realized losses		—		—		—		—

Net securities gains	$	12	$	24	$	24	$	106

The following table details net gains (losses) for trading account securities:


	Three Months Ended June 30						Six Months Ended June 30
	2012			2011			2012		2011
	(in millions)						(in millions)
Total net gains (losses)	$	(1	)	$	10		$	29	$	31
Unrealized portion		(1	)		(1	)		24		13

Included in the table above are amounts related to activities of Morgan Keegan. The totals include net gains related to Morgan Keegan of zero for the three months ended June 30, 2012 and approximately $10 million for the three months ended June 30, 2011. There were approximately $25 million of total net gains for both the six months ended June 30, 2012 and 2011 related to Morgan Keegan activities. These amounts are included within results from discontinued operations.

NOTE 4—Loans and the Allowance for Credit Losses

LOANS

The following table presents the distribution by loan segment and class of Regions’ loan portfolio, net of unearned income:


	June 30 2012		December 31 2011
	(In millions, net of unearned income)
Commercial and industrial	$	25,990	$	24,522
Commercial real estate mortgage—owner-occupied		10,626		11,166
Commercial real estate construction—owner-occupied		261		337

Total commercial		36,877		36,025
Commercial investor real estate mortgage		8,598		9,702
Commercial investor real estate construction		849		1,025

Total investor real estate		9,447		10,727
Residential first mortgage		13,394		13,784
Home equity		12,321		13,021
Indirect		2,060		1,848
Consumer credit card		922		987
Other consumer		1,181		1,202

Total consumer		29,878		30,842

	$	76,202	$	77,594

During the three months ended June 30, 2012 and 2011, Regions purchased approximately $233 million and $174 million, respectively, in indirect loans from a third party. During the six months ended June 30, 2012 and 2011, the comparable loan purchase amounts were approximately $407 million and $336 million, respectively. Additionally, during the second quarter of 2011, Regions purchased approximately $1.1 billion of Regions-branded credit card amounts from FIA Card Services. The purchase included approximately $1.0 billion in consumer credit card accounts with the remainder in small business credit card accounts, which are included in the commercial and industrial portfolio class.

ALLOWANCE FOR CREDIT LOSSES

The allowance for credit losses represents management’s estimate of credit losses inherent in the loan and credit commitment portfolios as of period-end. The allowance for credit losses consists of two components: the allowance for loan and lease losses and the reserve for unfunded credit commitments. Management’s assessment

of the appropriateness of the allowance for credit losses is based on a combination of both of these components. Regions determines its allowance for credit losses in accordance with applicable accounting literature as well as regulatory guidance related to receivables and contingencies. Binding unfunded credit commitments include items such as letters of credit, financial guarantees and binding unfunded loan commitments.

CALCULATION OF ALLOWANCE FOR CREDIT LOSSES

As part of the Company’s ongoing efforts to enhance the allowance calculation, and in response to regulatory guidance issued during the first quarter of 2012, the home equity portfolio was segmented at a more granular level. Loss rates for home equity products are now developed based on lien position, status as a troubled debt restructuring (“TDR”), geography, past due status, and refreshed FICO scores for non-past due loans. The enhancement had the impact of reducing the component of the allowance for loan losses related to home equity loans by an estimate of approximately $30 million.

In addition to the home equity enhancement, in the second quarter of 2012, the Company refined the methodology for estimation of the reserve for unfunded credit commitments. Before the change, the Company based the reserve for unfunded credit commitments on an analysis of the overall probability of funding and historical losses. Beginning with the second quarter of 2012, the reserve is based on an exposure at default (“EAD”) multiplied by a probability of default (“PD”) multiplied by a loss-given default (“LGD”). The EAD is estimated based on an analysis of historical funding patterns for defaulted loans in various categories. The PD and LGD align with the statistically-calculated parameters used to calculate the allowance for loan losses for various pools, which are based on credit quality indicators and product type. The methodology applies to commercial and investor real estate credit commitments and standby letters of credit. The Company made this change to enhance portfolio segmentation within the calculation of the reserve for unfunded credit commitments and to improve overall consistency within the calculation of the allowance for credit losses. The change did not have a material impact on the allowance for credit losses or the provision for unfunded credit commitments.

Except for the enhancements to home equity segmentation and to the reserve for unfunded credit commitments described above, during the first six months of 2012 there were no changes in methodology for the calculation of the allowance for credit losses or policies for identification of non-accrual or for charge-offs. A detailed description of the Company’s methodology is included in the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2011.

ROLLFORWARD OF ALLOWANCE FOR CREDIT LOSSES

The following tables present analyses of the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2012 and 2011. The total allowance for credit losses as of June 30, 2012 and 2011 is then disaggregated to detail the amounts derived through individual evaluation and the amounts calculated through collective evaluation. The allowance for credit losses related to individually evaluated loans includes reserves for non-accrual loans and leases equal to or greater than $2.5 million. The allowance for credit losses related to collectively evaluated loans includes the remainder of the portfolio.


	Three Months Ended June 30, 2012
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, April 1, 2012	$	982		$	898		$	650		$	2,530
Provision (credit) for loan losses		(16	)		(80	)		122			26
Loan losses:
Charge-offs		(107	)		(62	)		(146	)		(315	)
Recoveries		25			10			15			50

Net loan losses		(82	)		(52	)		(131	)		(265	)

Allowance for loan losses, June 30, 2012		884			766			641			2,291

Reserve for unfunded credit commitments, April 1, 2012	$	44		$	26		$	21		$	91
Provision (credit) for unfunded credit commitments		17			—			(17	)		—

Reserve for unfunded credit commitments, June 30, 2012		61			26			4			91

Allowance for credit losses, June 30, 2012	$	945		$	792		$	645		$	2,382


	Three Months Ended June 30, 2011
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, April 1, 2011	$	1,138		$	1,285		$	763		$	3,186
Allowance allocated to purchased loans		10			—			74			84
Provision for loan losses		72			171			155			398
Loan losses:
Charge-offs		(107	)		(306	)		(166	)		(579	)
Recoveries		14			3			14			31

Net loan losses		(93	)		(303	)		(152	)		(548	)

Allowance for loan losses, June 30, 2011		1,127			1,153			840			3,120

Reserve for unfunded credit commitments, April 1, 2011	$	37		$	17		$	24		$	78
Provision (credit) for unfunded credit commitments		(5	)		11			—			6

Reserve for unfunded credit commitments, June 30, 2011		32			28			24			84

Allowance for credit losses, June 30, 2011	$	1,159		$	1,181		$	864		$	3,204


	Six Months Ended June 30, 2012
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, January 1, 2012	$	1,030		$	991		$	724		$	2,745
Provision (credit) for loan losses		45			(90	)		188			143
Loan losses:
Charge-offs		(232	)		(157	)		(302	)		(691	)
Recoveries		41			22			31			94

Net loan losses		(191	)		(135	)		(271	)		(597	)

Allowance for loan losses, June 30, 2012		884			766			641			2,291

Reserve for unfunded credit commitments, January 1, 2012	$	30		$	26		$	22		$	78
Provision (credit) for unfunded credit commitments		31			—			(18	)		13

Reserve for unfunded credit commitments, June 30, 2012		61			26			4			91

Allowance for credit losses, June 30, 2012	$	945		$	792		$	645		$	2,382

Portion of ending allowance for credit losses:
Individually evaluated for impairment	$	93		$	117		$	—		$	210
Collectively evaluated for impairment		852			675			645			2,172

Total allowance for credit losses	$	945		$	792		$	645		$	2,382

Portion of loan portfolio ending balance:
Individually evaluated for impairment	$	428		$	483		$	—		$	911
Collectively evaluated for impairment		36,449			8,964			29,878			75,291

Total loans evaluated for impairment	$	36,877		$	9,447		$	29,878		$	76,202


	Six Months Ended June 30, 2011
	Commercial			Investor Real Estate			Consumer			Total
	(In millions)
Allowance for loan losses, January 1, 2011	$	1,055		$	1,370		$	760		$	3,185
Allowance allocated to purchased loans		10			—			74			84
Provision for loan losses		297			260			323			880
Loan losses:
Charge-offs		(258	)		(487	)		(346	)		(1,091	)
Recoveries		23			10			29			62

Net loan losses		(235	)		(477	)		(317	)		(1,029	)

Allowance for loan losses, June 30, 2011		1,127			1,153			840			3,120

Reserve for unfunded credit commitments, January 1, 2011	$	32		$	16		$	23		$	71
Provision (credit) for unfunded credit commitments		—			12			1			13

Reserve for unfunded credit commitments, June 30, 2011		32			28			24			84

Allowance for credit losses, June 30, 2011	$	1,159		$	1,181		$	864		$	3,204

Portion of ending allowance for credit losses:
Individually evaluated for impairment	$	128		$	163		$	4		$	295
Collectively evaluated for impairment		1,031			1,018			860			2,909

Total allowance for credit losses	$	1,159		$	1,181		$	864		$	3,204

Portion of loan portfolio ending balance:
Individually evaluated for impairment	$	599		$	989		$	18		$	1,606
Collectively evaluated for impairment		35,219			12,442			31,909			79,570

Total loans evaluated for impairment	$	35,818		$	13,431		$	31,927		$	81,176

During the second quarter of 2011, Regions purchased a credit card portfolio for approximately $1.1 billion and recorded an allowance for loan losses and related premium of approximately $84 million. Upon finalization of the purchase price in the fourth quarter of 2011, Regions reclassified the $84 million allowance and premium. The impact of these reclassification entries was not material to the financial results of any of the quarters of 2011.

PORTFOLIO SEGMENT RISK FACTORS

The following describe the risk characteristics relevant to each of the portfolio segments.

Commercial—The commercial loan portfolio segment includes commercial and industrial loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchases or other expansion projects. Commercial also includes owner-occupied commercial real estate loans to operating businesses, which are loans for long-term financing of land and buildings, and are repaid by cash flow generated by business operations. Owner-occupied construction loans are made to commercial businesses for the development of land or construction of a building where the repayment is derived from revenues generated from the business of the borrower. Collection risk in this portfolio is driven by the creditworthiness of underlying borrowers, particularly cash flow from customers’ business operations.

Investor Real Estate—Loans for real estate development are repaid through cash flow related to the operation, sale or refinance of the property. This portfolio segment includes extensions of credit to real estate developers or investors where repayment is dependent on the sale of real estate or income generated from the real estate collateral. A portion of Regions’ investor real estate portfolio segment is comprised of loans secured by residential product types (land, single-family and condominium loans) within Regions’ markets. Additionally, these loans are made to finance income-producing properties such as apartment buildings, office and industrial buildings, and retail shopping centers. Loans in this portfolio segment are particularly sensitive to valuation of real estate.

Consumer—The consumer loan portfolio segment includes residential first mortgage, home equity, indirect, consumer credit card, and other consumer loans. Residential first mortgage loans represent loans to consumers to finance a residence. These loans are typically financed over a 15 to 30 year term and, in most cases, are extended to borrowers to finance their primary residence. Home equity lending includes both home equity loans and lines of credit. This type of lending, which is secured by a first or second mortgage on the borrower’s residence, allows customers to borrow against the equity in their home. Real estate market values as of the time the loan or line is secured directly affect the amount of credit extended and, in addition, changes in these values impact the depth of potential losses. Indirect lending, which is lending initiated through third-party business partners, is largely comprised of loans made through automotive dealerships. Consumer credit card includes approximately 500,000 Regions branded consumer credit card accounts purchased late in the second quarter of 2011 from FIA Card Services. Other consumer loans include direct consumer installment loans, overdrafts and other revolving loans. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

CREDIT QUALITY INDICATORS

The following tables present credit quality indicators for the loan portfolio segments and classes, excluding loans held for sale, as of June 30, 2012 and December 31, 2011. Commercial and investor real estate loan classes are detailed by categories related to underlying credit quality and probability of default. These categories are utilized to develop the associated allowance for credit losses.

•

Pass—includes obligations where the probability of default is considered low;

•

Special Mention—includes obligations that have potential weakness which may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. Obligations in this category may also be subject to economic or market conditions which may, in the future, have an adverse effect on debt service ability;

•

Substandard Accrual—includes obligations that exhibit a well-defined weakness which presently jeopardizes debt repayment, even though they are currently performing. These obligations are characterized by the distinct possibility that the Company may incur a loss in the future if these weaknesses are not corrected;

•

Non-accrual—includes obligations where management has determined that full payment of principal and interest is in doubt.

Substandard accrual and non-accrual loans are often collectively referred to as “classified.” Special mention, substandard accrual, and non-accrual loans are often collectively referred to as “criticized and classified.”

Classes in the consumer portfolio segment are disaggregated by accrual status. The associated allowance for credit losses is generally based on historical losses of the various classes adjusted for current economic conditions. For home equity products, loss rates are based on lien position, TDR status, geography, past due status, and refreshed FICO scores for current loans.


	June 30, 2012
	Pass		Special Mention		Substandard Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	24,433	$	590		$601	$	366	$	25,990
Commercial real estate mortgage—owner-occupied		9,346		262		514		504		10,626
Commercial real estate construction—owner-occupied		211		18		12		20		261

Total commercial	$	33,990	$	870		$1,127	$	890	$	36,877


Commercial investor real estate mortgage		6,304		567		1,128		599		8,598
Commercial investor real estate construction		594		111		70		74		849

Total investor real estate	$	6,898	$	678		$1,198	$	673	$	9,447


					Accrual		Non-accrual		Total
					(In millions)
Residential first mortgage					$	13,165	$	229	$	13,394
Home equity						12,198		123		12,321
Indirect						2,060		—		2,060
Consumer credit card						922		—		922
Other consumer						1,181		—		1,181

Total consumer					$	29,526	$	352	$	29,878

									$	76,202


	December 31, 2011
	Pass		Special Mention		Substandard Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	22,952	$	479		$634	$	457	$	24,522
Commercial real estate mortgage—owner-occupied		9,773		262		541		590		11,166
Commercial real estate construction—owner-occupied		275		27		10		25		337

Total commercial	$	33,000	$	768		$1,185	$	1,072	$	36,025


Commercial investor real estate mortgage		6,851		756		1,361		734		9,702
Commercial investor real estate construction		531		113		201		180		1,025

Total investor real estate	$	7,382	$	869		$1,562	$	914	$	10,727


					Accrual		Non-accrual		Total
					(In millions)
Residential first mortgage					$	13,534	$	250	$	13,784
Home equity						12,885		136		13,021
Indirect						1,848		—		1,848
Consumer credit card						987		—		987
Other consumer						1,202		—		1,202

Total consumer					$	30,456	$	386	$	30,842

									$	77,594

AGING ANALYSIS

The following tables include an aging analysis of days past due (DPD) for each portfolio class as of June 30, 2012 and December 31, 2011:


	June 30, 2012
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	39	$	25	$	5	$	69	$	25,624	$	366	$	25,990
Commercial real estate mortgage—owner-occupied		60		30		9		99		10,122		504		10,626
Commercial real estate construction—owner-occupied		1		1		—		2		241		20		261

Total commercial		100		56		14		170		35,987		890		36,877

Commercial investor real estate mortgage		70		33		16		119		7,999		599		8,598
Commercial investor real estate construction		2		1		—		3		775		74		849

Total investor real estate		72		34		16		122		8,774		673		9,447

Residential first mortgage		138		83		281		502		13,165		229		13,394
Home equity		99		54		74		227		12,198		123		12,321
Indirect		22		5		2		29		2,060		—		2,060
Consumer credit card		7		5		13		25		922		—		922
Other consumer		17		6		3		26		1,181		—		1,181

Total consumer		283		153		373		809		29,526		352		29,878

	$	455	$	243	$	403	$	1,101	$	74,287	$	1,915	$	76,202


	December 31, 2011
	Accrual Loans
	30-59 DPD		60-89 DPD		90+ DPD		Total 30+ DPD		Total Accrual		Non-accrual		Total
	(In millions)
Commercial and industrial	$	38	$	23	$	28	$	89	$	24,065	$	457	$	24,522
Commercial real estate mortgage—owner-occupied		47		23		9		79		10,576		590		11,166
Commercial real estate construction—owner-occupied		3		1		—		4		312		25		337

Total commercial		88		47		37		172		34,953		1,072		36,025

Commercial investor real estate mortgage		34		42		13		89		8,968		734		9,702
Commercial investor real estate construction		23		5		—		28		845		180		1,025

Total investor real estate		57		47		13		117		9,813		914		10,727

Residential first mortgage		187		100		284		571		13,534		250		13,784
Home equity		121		77		93		291		12,885		136		13,021
Indirect		26		7		2		35		1,848		—		1,848
Consumer credit card		8		5		14		27		987		—		987
Other consumer		20		6		4		30		1,202		—		1,202

Total consumer		362		195		397		954		30,456		386		30,842

	$	507	$	289	$	447	$	1,243	$	75,222	$	2,372	$	77,594

IMPAIRED LOANS

The following tables present details related to the Company’s impaired loans as of June 30, 2012 and December 31, 2011. Loans deemed to be impaired include non-accrual commercial and investor real estate loans, excluding leases, and all TDRs (including accruing commercial, investor real estate, and consumer TDRs). Loans which have been fully charged-off do not appear in the tables below.


	Non-accrual Impaired Loans As of June 30, 2012
					Book Value (3)
	Unpaid Principal Balance (1)		Charge-offs and Payments Applied (2)		Total Impaired Loans on Non-accrual Status		Impaired Loans on Non-accrual Status with No Related Allowance		Impaired Loans on Non-accrual Status with Related Allowance		Related Allowance for Loan Losses		Coverage % (4)
	(Dollars in millions)
Commercial and industrial	$	437	$	80	$	357	$	51	$	306	$	109		43.2	%
Commercial real estate mortgage—owner- occupied		587		82		505		48		457		162		41.6
Commercial real estate construction—owner-occupied		33		14		19		3		16		6		60.6

Total commercial		1,057		176		881		102		779		277		42.9

Commercial investor real estate mortgage		740		141		599		79		520		177		43.0
Commercial investor real estate construction		88		14		74		12		62		18		36.4

Total investor real estate		828		155		673		91		582		195		42.3

Residential first mortgage		141		51		90		—		90		13		45.4
Home equity		27		9		18		—		18		2		40.7

Total consumer		168		60		108		—		108		15		44.6

Total	$	2,053	$	391	$	1,662	$	193	$	1,469	$	487		42.8	%


	Accruing Impaired Loans As of June 30, 2012
	Unpaid Principal Balance (1)		Charge-offs and Payments Applied (2)		Book Value		Related Allowance for Loan Losses		Coverage % (4)
	(Dollars in millions)
Commercial and industrial	$	318	$	7	$	311	$	51		18.2	%
Commercial real estate mortgage—owner-occupied		212		4		208		28		15.1
Commercial real estate construction—owner-occupied		3		—		3		1		33.3

Total commercial		533		11		522		80		17.1

Commercial investor real estate mortgage		928		8		920		175		19.7
Commercial investor real estate construction		120		1		119		55		46.7

Total investor real estate		1,048		9		1,039		230		22.8

Residential first mortgage		1,079		13		1,066		158		15.8
Home equity		430		5		425		39		10.2
Indirect		2		—		2		—		—
Other consumer		48		—		48		1		2.1

Total consumer		1,559		18		1,541		198		13.9

Total	$	3,140	$	38	$	3,102	$	508		17.4	%


	Total Impaired Loans As of June 30, 2012
					Book Value (3)
	Unpaid Principal Balance (1)		Charge-offs and Payments Applied (2)		Total Impaired Loans		Impaired Loans with No Related Allowance		Impaired Loans with Related Allowance		Related Allowance for Loan Losses		Coverage % (4)
	(Dollars in millions)
Commercial and industrial	$	755	$	87	$	668	$	51	$	617	$	160		32.7	%
Commercial real estate mortgage—owner- occupied		799		86		713		48		665		190		34.5
Commercial real estate construction—owner- occupied		36		14		22		3		19		7		58.3

Total commercial		1,590		187		1,403		102		1,301		357		34.2

Commercial investor real estate mortgage		1,668		149		1,519		79		1,440		352		30.0
Commercial investor real estate construction		208		15		193		12		181		73		42.3

Total investor real estate		1,876		164		1,712		91		1,621		425		31.4

Residential first mortgage		1,220		64		1,156		—		1,156		171		19.3
Home equity		457		14		443		—		443		41		12.0
Indirect		2		—		2		—		2		—		—
Other consumer		48		—		48		—		48		1		2.1

Total consumer		1,727		78		1,649		—		1,649		213		16.9

Total impaired loans	$	5,193	$	429	$	4,764	$	193	$	4,571	$	995		27.4	%

(1)	Unpaid principal balance represents the contractual obligation due from the customer and includes the net book value plus charge-offs and payments applied.

(2)	Charge-offs and payments applied represents cumulative partial charge-offs taken, as well as interest payments received that have been applied against the outstanding principal balance.

(3)	Book value represents the unpaid principal balance less charge-offs and payments applied; it is shown before any allowance for loan losses.

(4)	Coverage % represents charge-offs and payments applied plus the related allowance as a percent of the unpaid principal balance.


	Non-accrual Impaired Loans As of December 31, 2011
					Book Value (3)
	Unpaid Principal Balance (1)		Charge-offs and Payments Applied (2)		Total Impaired Loans on Non-accrual Status		Impaired Loans on Non- accrual Status with No Related Allowance		Impaired Loans on Non-accrual Status with Related Allowance		Related Allowance for Loan Losses		Coverage % (4)
	(Dollars in millions)
Commercial and industrial	$	468	$	88	$	380	$	61	$	319	$	129		46.4	%
Commercial real estate mortgage—owner- occupied		679		88		591		34		557		192		41.2
Commercial real estate construction—owner-occupied		37		12		25		1		24		10		59.5

Total commercial		1,184		188		996		96		900		331		43.8

Commercial investor real estate mortgage		870		136		734		63		671		223		41.3
Commercial investor real estate construction		236		56		180		23		157		62		50.0

Total investor real estate		1,106		192		914		86		828		285		43.1

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