3. Branch Assets and Liabilities Held for Sale

On July 31, 2011, we announced that we had reached an agreement with First Niagara Bank, N.A. (“First Niagara”) to sell 195 non-strategic retail branches, including certain loans, deposits and related branch premises primarily located in upstate New York. The agreement included the transfer of certain deposits and loans, as well as related branch premises, for a premium of 6.67 percent of the deposits, subject to certain agreed-upon adjustments. In May 2012, we completed the sale of 138 branches to First Niagara and recognized an after-tax gain, net of allocated non-deductible goodwill, of $71 million. Since the premium received of $886 million was calculated based on the total amount of outstanding deposit balances for all branches being sold, a pro-rata portion of the premium related to the deposit balances associated with the branches that were not sold in the amount of $209 million was deferred as unearned revenue and was recognized in the third quarter when the remaining branches and related deposit amounts were sold. In the third quarter of 2012, we completed the sale of the remaining 57 branches and recognized an after-tax gain, net of allocated non-deductible goodwill, of $23 million. Included in the sale of the 195 non-strategic retail branches were approximately $13.2 billion in deposits and $2.1 billion in loans. Branch premises were sold for fair value and loans and other transferred assets were sold at their carrying values.

The following summarizes the assets and liabilities classified as held for sale at September 30, 2012 and December 31, 2011 in our consolidated balance sheet related to the agreement to sell certain retail branches.


	September 30, 2012		December 31, 2011
	(in millions)
Loans held for sale⁽¹⁾	$	-	$	2,495
Other branch assets held for sale:
Properties and equipment, net		-		42
Goodwill allocated to retail branch disposal group		-		398

Total other branch assets held for sale		-		440

Total branch assets held for sale	$	-	$	2,935

Deposits held for sale	$	-	$	15,144
Other branch liabilities held for sale		-		11

Total branch liabilities held for sale	$	-	$	15,155

⁽¹⁾	Loans held for sale includes $521 million of commercial loans, $1.4 billion of residential mortgages, $416 million of credit card loans and $161 million in other consumer loans at December 31, 2011.