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32
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Important Cautionary Statement About Forward-Looking Statements
This report contains forward-looking statements. Statements regarding: (1) efficiency goals; (2) future improvements to asset
quality and the contribution of such improvement to net income; (3) future levels of net interest margin, net interest income,
mortgage production related income, other real estate expense, gains on sale of other real estate, cyclical costs (including operating
losses, other real estate expense, and credit and collection services), , NPLs, net charge-offs, provision for loan losses, RWAs and
CET 1, and the liability for UTBs; (4) the expected contributions of purchase activity and refinance activity to mortgage production
related income; (5) future rate of branch reductions, (6) future impacts to Tier 1, Tier 2 and Total Capital as a result of regulatory
impacts to the capital treatment of certain of our trust preferred securities; (7) our expectation that we will realize DTAs; (8) future
core expenses in Mortgage Banking, and (9) expected returns on pension plan assets, are forward looking statements. Also, any
statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words
“believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “initiatives,” “potentially,” “probably,” “projects,”
“outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could"; such statements
are based upon the current beliefs and expectations of management and on information currently available to management. Such
statements speak as of the date hereof, and we do not assume any obligation to update the statements made herein or to update
the reasons why actual results could differ from those contained in such statements in light of new information or future events.
Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance
on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could
cause actual results to differ materially from those described in the forward-looking statements can be found in Part I, "Item 1A.
Risk Factors" in this report and include risks discussed in this MD&A and in other periodic reports that we file with the SEC.
Additional factors include: as one of the largest lenders in the Southeast and Mid-Atlantic U.S. and a provider of financial products
and services to consumers and businesses across the U.S., our financial results have been, and may continue to be, materially
affected by general economic conditions, particularly unemployment levels and home prices in the U.S., and a deterioration of
economic conditions or of the financial markets may materially adversely affect our lending and other businesses and our financial
results and condition; legislation and regulation, including the Dodd-Frank Act, as well as future legislation and/or regulation,
could require us to change certain of our business practices, reduce our revenue, impose additional costs on us, or otherwise
adversely affect our business operations and/or competitive position; we are subject to capital adequacy and liquidity guidelines
and, if we fail to meet these guidelines, our financial condition would be adversely affected; loss of customer deposits and market
illiquidity could increase our funding costs; we rely on the mortgage secondary market and GSEs for some of our liquidity; our
framework for managing risks may not be effective in mitigating risk and loss to us; we are subject to credit risk; our ALLL may
not be adequate to cover our eventual losses; we may have more credit risk and higher credit losses to the extent that our loans
are concentrated by loan type, industry segment, borrower type, or location of the borrower or collateral; we will realize future
losses if the proceeds we receive upon liquidation of NPAs are less than the carrying value of such assets; a downgrade in the U.S.
government's sovereign credit rating, or in the credit ratings of instruments issued, insured or guaranteed by related institutions,
agencies or instrumentalities, could result in risks to us and general economic conditions that we are not able to predict; weakness
in the real estate market, including the secondary residential mortgage loan markets, has adversely affected us and may continue
to adversely affect us; we are subject to certain risks related to originating and selling mortgages, and may be required to repurchase
mortgage loans or indemnify mortgage loan purchasers as a result of breaches of representations and warranties, borrower fraud,
or certain breaches of our servicing agreements, and this could harm our liquidity, results of operations, and financial condition;
we face certain risks as a servicer of loans, and may be terminated as a servicer or master servicer, be required to repurchase a
mortgage loan or reimburse investors for credit losses on a mortgage loan, or incur costs, liabilities, fines and other sanctions if
we fail to satisfy our servicing obligations, including our obligations with respect to mortgage loan foreclosure actions; financial
difficulties or credit downgrades of mortgage and bond insurers may adversely affect our servicing and investment portfolios; we
are subject to risks related to delays in the foreclosure process; we face risks related to recent mortgage settlements; we may
continue to suffer increased losses in our loan portfolio despite enhancement of our underwriting policies and practices; our
mortgage production and servicing revenue can be volatile; changes in market interest rates or capital markets could adversely
affect our revenue and expense, the value of assets and obligations, and the availability and cost of capital and liquidity; changes
in interest rates could also reduce the value of our MSRs and mortgages held for sale, reducing our earnings; the fiscal and monetary
policies of the federal government and its agencies could have a material adverse effect on our earnings; clients could pursue
alternatives to bank deposits, causing us to lose a relatively inexpensive source of funding; consumers may decide not to use banks
to complete their financial transactions, which could affect net income; we have businesses other than banking which subject us
to a variety of risks; hurricanes and other disasters may adversely affect loan portfolios and operations and increase the cost of
doing business; negative public opinion could damage our reputation and adversely impact business and revenues; we rely on
other companies to provide key components of our business infrastructure; a failure in or breach of our operational or security