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| BBT > SEC Filings for BBT > Form 10-Q on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements with respect to the financial condition, results of operations and businesses of BB&T. These forward-looking statements involve certain risks and uncertainties and are based on the beliefs and assumptions of the management of BB&T and the information available to management at the time that these disclosures were prepared. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following:
• general economic or business conditions, either nationally or
regionally, may be less favorable than expected, resulting in, among
other things, a deterioration in credit quality and/or a reduced demand
for credit or other services;
• changes in the interest rate environment may reduce net interest margins
and/or the volumes and values of loans made or held as well as the value
of other financial assets held;
• competitive pressures among depository and other financial institutions
may increase significantly;
• legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which BB&T is engaged;
• local, state or federal taxing authorities may take tax positions that
are adverse to BB&T;
• adverse changes may occur in the securities markets;
• competitors of BB&T may have greater financial resources and develop
products that enable them to compete more successfully than BB&T;
• costs or difficulties related to the integration of the businesses of
BB&T and its merger partners may be greater than expected;
• expected cost savings associated with completed mergers may not be fully
realized or realized within the expected time frames; and
• deposit attrition, customer loss and/or revenue loss following completed
mergers may be greater than expected.
Regulatory Considerations
BB&T and its subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, the Financial Industry Regulatory Authority, and various state insurance and securities regulators. BB&T and its subsidiaries have from time to time received requests for information from regulatory authorities in various states, including state insurance commissions and state attorneys general, securities regulators and other regulatory authorities, concerning their business practices. Such requests are considered incidental to the normal conduct of business. Please refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2008 for additional disclosures with respect to laws and regulations affecting the Company's businesses.
As part of the U.S. federal government's Financial Stability Plan, on February 25, 2009, the U.S. Department of the Treasury (the "U.S. Treasury") announced preliminary details regarding the Capital Assistance Program (the "CAP"), which, according to the U.S. Treasury, is designed to restore confidence throughout the financial system that the largest U.S. banking institutions will have a sufficient capital cushion for larger than expected potential future losses, should they occur due to a more severe economic environment, and to support lending to creditworthy borrowers. Pursuant to the CAP, the capital needs of major U.S. banking institutions were evaluated to determine whether an additional capital buffer is warranted and, if warranted, the U.S. Treasury committed to make capital available to eligible institutions if they are unable to raise the necessary capital through private sources.
To implement the CAP, the Board of Governors of the Federal Reserve System, the Federal Reserve Banks, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency commenced a review of the capital needs of the largest U.S. banking institutions. This review is called the Supervisory Capital Assessment Program (the "SCAP"). The SCAP review process involved a forward-looking capital assessment, or "stress test", of all domestic bank holding companies with assets of more than $100 billion at December 31, 2008, which includes BB&T. The stress test is intended to estimate credit losses, revenues and reserve needs for each of these bank holding companies in 2009 and 2010 under a macroeconomic scenario that reflected a consensus expectation for the depth and duration of the recession and a more adverse scenario that was designed to reflect a recession that was longer and more severe than consensus expectations.
On May 7, 2009 the Board of Governors of the Federal Reserve System announced the results of the final SCAP assessments for the 19 largest U.S. bank holding companies, including BB&T. The SCAP assessment for BB&T indicated that BB&T did not need to raise additional capital.
Information related to the SCAP is available on the website of the Federal Reserve Board at www.federalreserve.gov. Information related to the CAP and the terms of the mandatory convertible preferred stock that can be issued to the U.S. Treasury to raise additional capital is available on the U.S. Treasury's website related to the Financial Stability Plan at www.financialstability.gov.
Critical Accounting Policies
The accounting and reporting policies of BB&T Corporation and its subsidiaries are in accordance with accounting principles generally accepted in the United States of America ("GAAP") and conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. BB&T's financial position and results of operations are affected by management's application of accounting policies, including estimates, assumptions and judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Different assumptions in the application of these policies could result in material changes in BB&T's consolidated financial position and/or consolidated results of operations and related disclosures. The more critical accounting and reporting policies include BB&T's accounting for the allowance for loan and lease losses and reserve for unfunded lending commitments, determining fair value of financial instruments, intangible assets and other
purchase accounting related adjustments associated with mergers and acquisitions, costs and benefit obligations associated with BB&T's pension and postretirement benefit plans, and income taxes. Understanding BB&T's accounting policies is fundamental to understanding BB&T's consolidated financial position and consolidated results of operations. Accordingly, BB&T's significant accounting policies and changes in accounting principles are discussed in detail in Note 1 of the "Notes to Consolidated Financial Statements" in BB&T's Annual Report on Form 10-K for the year ended December 31, 2008.
The following is a summary of BB&T's critical accounting policies that are highly dependent on estimates, assumptions and judgments. These critical accounting policies are reviewed with BB&T's Audit Committee on a periodic basis.
Allowance for Loan and Lease Losses and Reserve for Unfunded Lending Commitments
It is the policy of BB&T to maintain an allowance for loan and lease losses and a reserve for unfunded lending commitments that equal management's best estimate of probable credit losses that are inherent in the portfolio at the balance sheet date. Estimates for loan and lease losses are determined by analyzing historical loan and lease losses, historical loan and lease migration to charge-off experience, current trends in delinquencies and charge-offs, plans for problem loan and lease administration, the results of regulatory examinations, and changes in the size, composition and risk assessment of the loan and lease portfolio. Also included in management's estimates for loan and lease losses are considerations with respect to the impact of current economic events, the outcomes of which are uncertain. These events may include, but are not limited to, fluctuations in overall interest rates, political conditions, legislation that may directly or indirectly affect the banking industry and economic conditions affecting specific geographical areas and industries in which BB&T conducts business. The methodology used to determine an estimate for the reserve for unfunded lending commitments is inherently similar to the methodology used in calculating the allowance for loans and leases adjusted for factors specific to binding commitments, including the probability of funding and exposure at the time of funding.
A significant portion of BB&T's assets and certain liabilities are financial instruments carried at fair value. This includes securities available for sale, trading securities, derivatives, certain loans held for sale, residential mortgage servicing rights, certain short-term borrowings and venture capital investments. At March 31, 2009, the percentage of total assets and total liabilities measured at fair value was 17.6% and less than 1%, respectively. The vast majority of assets and liabilities carried at fair value are based on either quoted market prices or market prices for similar instruments. At March 31, 2009, 6.5% of assets measured at fair value were based on significant unobservable inputs. This represents 1.2% of BB&T's total assets. See Note 11 "Fair Value Disclosures" in the "Notes to Consolidated Financial Statements" herein for additional disclosures regarding the fair value of financial instruments.
The fair values for available-for-sale and trading securities are generally based upon quoted market prices or observable market prices for similar instruments. These values take into account recent market activity as well as other market observable data such as interest rate, spread and prepayment information. When market observable data is not available, which generally occurs due to the lack of liquidity for certain trading securities, the valuation of the security is subjective and may involve substantial judgment. BB&T conducts periodic reviews to identify and evaluate each available-for-sale security that has an unrealized loss for other-than-temporary impairment. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. The primary factors BB&T considers in determining whether an impairment is other-than-temporary are the financial condition and near-term prospects of the issuer, including any specific events which may influence the operations of the issuer and BB&T's intent and ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in market value. As of March 31, 2009, BB&T had approximately $1.0 billion of available-for-sale and trading securities, which is less than 1% of total assets, valued using unobservable inputs. These securities were primarily non-agency mortgage-backed securities.
BB&T has a significant mortgage loan servicing portfolio and related mortgage servicing rights ("MSRs"). BB&T has two classes of MSRs for which it separately manages the economic risk: residential and commercial. Residential MSRs are carried at fair value with changes in fair value recorded as a component of mortgage banking income each period. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value, due to changes in valuation inputs and assumptions, of its residential MSRs. MSRs do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, BB&T estimates the fair value of residential MSRs using an option adjusted spread ("OAS") valuation model to project MSR cash flows over multiple interest rate scenarios, which are then discounted at risk-adjusted rates. The OAS model considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. BB&T reassesses and periodically adjusts the underlying inputs and assumptions in the OAS model to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. When available, fair value estimates and assumptions are compared to observable market data and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, MSRs are classified within level 3 of the valuation hierarchy. The value of MSRs is significantly affected by mortgage interest rates available in the marketplace, which influence mortgage loan prepayment speeds. In general, during periods of declining interest rates, the value of MSRs declines due to increasing prepayments attributable to increased mortgage-refinance activity. Conversely, during periods of rising interest rates, the value of MSRs generally increases due to reduced refinance activity. Commercial MSRs are carried at lower of cost or market and amortized over the estimated period that servicing income is expected to be received based on projections of the
amount and timing of estimated future cash flows. The amount and timing of servicing asset amortization is updated based on actual results and updated projections.
BB&T originates certain mortgage loans to be sold to investors. The majority of these loans are carried at fair value upon the election of the Fair Value Option. For these loans, the fair value is primarily based on quoted market prices for securities backed by similar types of loans. Changes in the fair value are recorded as a component of mortgage banking income while mortgage loan origination costs for loans held for sale for which the Corporation elected the Fair Value Option are recognized in noninterest expense when incurred. The changes in fair value of these assets are largely driven by changes in interest rates subsequent to loan funding and changes in the fair value of servicing associated with the mortgage loan held for sale. BB&T uses various derivative instruments to mitigate the income statement effect of changes in fair value of the underlying loans.
BB&T uses derivatives to manage various financial risks. The fair values of derivative financial instruments are determined based on quoted market prices, dealer quotes and internal pricing models that are primarily sensitive to market observable data. BB&T mitigates the credit risk by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit. In addition, certain counterparties are required to provide collateral to BB&T when their unsecured loss positions exceed certain negotiated limits. The fair value of interest rate lock commitments, which are related to mortgage loan commitments, is based on quoted market prices adjusted for commitments that BB&T does not expect to fund and includes the value attributable to the net servicing fee.
BB&T has venture capital investments that are carried at fair value. Changes in the fair value of these investments are recorded in other noninterest income each period. In many cases there are no observable market values for these investments and therefore management must estimate the fair value based on a comparison of the operating performance of the company to multiples in the marketplace for similar entities. This analysis requires significant judgment and actual values in a sale could differ materially from those estimated. As of March 31, 2009, BB&T had $191 million of venture capital investments, which is less than 1% of total assets.
BB&T's mergers and acquisitions are accounted for using the purchase method of accounting. Under the purchase method, BB&T is required to record the assets acquired, including identified intangible assets, and liabilities assumed at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, which are inherently subjective. The amortization of identified intangible assets is based upon the estimated economic benefits to be received, which is also subjective. Purchase acquisitions typically result in
goodwill, which is subject to ongoing periodic impairment tests based on the fair value of net assets acquired compared to the carrying value of goodwill. The major assumptions used in the impairment testing process include the estimated future cash flows of each business unit and discount rates. Discount rates are unique to each business unit and are based upon the cost of capital specific to the industry in which the business unit operates. As a result of the market disruption and the decline in market capitalization, the excess of the fair value over the carrying value of several reporting units continues to narrow. A continuing period of market disruption, or further market deterioration, may result in impairment of goodwill in the future.
BB&T offers various pension plans and postretirement benefit plans to employees. The calculation of the obligations and related expenses under these plans requires the use of actuarial valuation methods and assumptions. Actuarial valuations and assumptions used in the determination of future values of plan assets and liabilities are subject to management judgment and may differ significantly if different assumptions are used.
The calculation of BB&T's income tax provision is complex and requires the use of estimates and judgments. As part of the Company's analysis and implementation of business strategies, consideration is given to the tax laws and regulations that apply to the specific facts and circumstances for any tax position under evaluation. For tax positions that are uncertain in nature, management determines whether the tax position is more likely than not to be sustained upon examination. For tax positions that meet this threshold, management then estimates the amount of the tax benefit to recognize in the financial statements. Management closely monitors tax developments in order to evaluate the effect they may have on the Company's overall tax position and the estimates and judgments used in determining the income tax provision and records adjustments as necessary.
EXECUTIVE SUMMARY
BB&T's total assets at March 31, 2009 were $143.4 billion, a decrease of $8.6 billion, or 5.7%, from December 31, 2008. The decline was a result of a decrease of $13.8 billion, or 42.1%, in securities available for sale during the first three months of 2009. The decline in the available-for-sale securities portfolio was partially offset by increases in loans held for sale and other assets of $2.4 billion and $4.7 billion, respectively, compared to the balances at December 31, 2008.
Total client deposits at March 31, 2009, were $84.3 billion, an increase of $717 million, or .9%, from December 31, 2008. Total deposits, which include wholesale deposits sources, totaled $90.6 billion at March 31, 2009, a decrease of $8.0 billion, or 8.1%, compared to December 31, 2008. The decline in total deposits was partially offset by an increase of $2.9 billion in short-term borrowed funds during the first three months of 2009. Total shareholders' equity increased $101 million compared to December 31, 2008.
Consolidated net income for the first quarter of 2009 totaled $318 million, down $111 million, or 25.9%, compared to $429 million earned during the first quarter of 2008. Consolidated net income available to common shareholders for the first quarter of 2009 totaled $271 million, a decrease of $157 million, or 36.7%, compared to $428 million earned during the first quarter of 2008. On a diluted per common share basis, earnings for the three months ended March 31, 2009 were $.48, compared to $.78 for the same period in 2008, a decrease of 38.5%. BB&T's results of operations for the first quarter of 2009 produced an annualized return on average assets of .86% and an annualized return on average common shareholders' equity of 8.29% compared to prior year ratios of 1.29% and 13.30%, respectively.
Included in the results of operations for the first quarter of 2009 and 2008 were a number of notable items. The first quarter of 2009 included $150 million in securities gains, net of $36 million in other-than-temporary impairment charges, $676 million in provision for credit losses and $12 million for merger-related and restructuring charges. The provision for credit losses exceeded net charge-offs by $288 million. The first quarter of 2008 included $43 million in net securities gains, a $12 million charge resulting from a valuation adjustment for bank-owned life insurance, $223 million in provision for credit losses, $17 million of additional income in connection with the implementation of fair value accounting standards and a $47 million increase in income associated with the initial public offering by Visa Inc., including a $14 million reversal of a previously recorded liability.
During the first quarter of 2009, BB&T continued to experience challenges in housing-related credits. These challenges resulted in increases in both nonperforming assets and charge-offs during the first quarter. Management noted some improvement in past due loans, but still expects further increases in nonperforming assets going forward. The largest concentration of credit issues are in Georgia, Florida and metro Washington, D.C.
BB&T's underlying business continued to perform reasonably well during the first quarter of 2009, including record production from mortgage banking operations and solid growth in commercial lending and low-cost client deposits. In addition, BB&T achieved positive operating leverage and improved efficiency compared to the same quarter last year.
As of March 31, 2009, BB&T's Tier 1 leverage and tangible capital ratios were 9.4% and 5.7%, respectively. In addition, BB&T's Tier 1 risk-based capital and total risk-based capital ratios were 12.1% and 17.1%, respectively. Excluding the U.S. Treasury's preferred stock investment from capital, BB&T's Tier 1 risk-based capital ratio was 9.3% and the total risk-based capital ratio was 14.3%. BB&T's capital levels are well above the regulatory standards for well-capitalized banks. As of March 31, 2009, measures of tangible capital were not prescribed by the regulators and, therefore, were considered non-GAAP measures. Please refer to the section titled "Capital Adequacy and Resources" herein for a discussion of how BB&T calculates and uses these measures in the evaluation of the Company.
Please refer to BB&T's Annual Report on Form 10-K for the year ended December 31, 2008, for additional information with respect to BB&T's recent accomplishments and significant challenges. The factors causing the fluctuations in the major balance sheet and income statement categories for the first quarter of 2009 are further discussed in the following sections.
ANALYSIS OF FINANCIAL CONDITION
Securities
Securities available for sale totaled $19.0 billion at March 31, 2009, a decrease of $13.8 billion, or 42.1%, compared with December 31, 2008. The decline in the securities available for sale portfolio was primarily the result of sales of securities in March that were not reinvested until early in the second quarter of 2009. Trading securities totaled $481 million, up $105 million, or 27.9%, compared to the balance at December 31, 2008. BB&T's trading portfolio may fluctuate significantly from period to period based on market conditions, which affect the timing of purchases and sales of securities classified as trading.
Average total securities for the first three months of 2009 totaled $31.4 billion, an increase of $8.0 billion, or 34.2%, compared to the average balance during the first three months of 2008. The growth in average securities primarily reflects the deployment in the fourth quarter of 2008 of the capital invested by the U.S. Treasury.
BB&T sold a total of $12.0 billion in available-for-sale securities during the three month period ended March 31, 2009, which produced securities gains of $186 million. In addition, BB&T recorded $36 million in charges for other-than-temporary impairment related to certain debt and equity securities. During the first quarter of 2009, BB&T took advantage of an opportunity to shorten the duration of its securities portfolio and realize gains in certain mortgage-backed securities issued by U.S. government-sponsored entities. While these mortgage-backed securities have higher yields, they have a longer duration and government efforts to drive down mortgage rates increased the risk of early prepayment. The majority of the proceeds from these sales were reinvested in similar securities with shorter durations early in the second quarter of 2009.
The annualized fully taxable equivalent ("FTE") yield on the average securities portfolio for the first quarter of 2009 was 4.73%, which represents a decrease of 45 basis points compared to the annualized yield earned during the first quarter of 2008. The decrease in the annualized FTE yield on the average securities portfolio was primarily the result of the declining interest rate environment during 2008.
Securities available for sale had net unrealized losses of $464 million and $517 million at March 31, 2009 and December 31, 2008, respectively. On March 31, 2009, BB&T also held certain investment securities having continuous unrealized loss positions for more than 12 months. As of March 31, 2009, the unrealized losses on these securities totaled $583 million. Substantially all of these losses were in non-agency mortgage-backed and municipal securities. At March 31, 2009, all of the available-for-sale debt securities were investment grade with the exception of two municipal bonds with the same issuer with a book value of $10 million and eight non-agency mortgage-backed securities with a book value of . . .
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