Delaware
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38-1998421
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification Number)
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Large accelerated
filer
ý
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Accelerated
filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting
company
o
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F-1
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S-1
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E-1
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•
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People: Including the competence, integrity and succession planning of customers.
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Purpose: The legal, logical and productive purposes of the credit facility.
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•
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Payment: Including the source, timing and probability of payment.
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Protection: Including obtaining alternative sources of repayment, securing the loan, as appropriate, with collateral and/or third-party guarantees and ensuring appropriate legal documentation is obtained.
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Perspective: The risk/reward relationship and pricing elements (cost of funds; servicing costs; time value of money; credit risk).
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The borrower's business model.
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Periodic review of financial statements including financial statements audited by an independent certified public accountant when appropriate.
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The pro-forma financial condition including financial projections.
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The borrower's sources and uses of funds.
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The borrower's debt service capacity.
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The guarantor's financial strength.
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A comprehensive review of the quality and value of collateral, including independent third-party appraisals of machinery and equipment and commercial real estate, as appropriate, to determine the advance rates.
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Physical inspection of collateral and audits of receivables, as appropriate.
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•
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General political, economic or industry conditions, either domestically or internationally, may be less favorable than expected.
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•
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Governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact Comerica's financial condition and results of operations.
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Volatility and disruptions in global capital and credit markets may adversely impact Comerica's business, financial condition and results of operations.
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Any reduction in our credit rating could adversely affect Comerica and/or the holders of its securities.
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The soundness of other financial institutions could adversely affect Comerica.
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Changes in regulation or oversight may have a material adverse impact on Comerica's operations.
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Unfavorable developments concerning credit quality could adversely affect Comerica's financial results.
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Compliance with more stringent capital and liquidity requirements may adversely affect Comerica.
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Declines in the businesses or industries of Comerica's customers could cause increased credit losses, which could adversely affect Comerica.
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Operational difficulties, failure of technology infrastructure or information security incidents could adversely affect Comerica's business and operations.
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The introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect Comerica's business.
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•
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Comerica may not be able to utilize technology to efficiently and effectively develop, market, and deliver new products and services to its customers.
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Changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect Comerica's net interest income and balance sheet.
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Competitive product and pricing pressures among financial institutions within Comerica's markets may change.
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Changes in customer behavior may adversely impact Comerica's business, financial condition and results of operations.
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Any future strategic acquisitions or divestitures may present certain risks to Comerica's business and operations.
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Management's ability to maintain and expand customer relationships may differ from expectations.
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•
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Management's ability to retain key officers and employees may change.
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Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving Comerica and its subsidiaries, could adversely affect Comerica or the financial services industry in general.
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Methods of reducing risk exposures might not be effective.
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Terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
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Catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires and floods, may adversely affect the general economy, financial and capital markets, specific industries, and Comerica.
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Changes in accounting standards could materially impact Comerica's financial statements.
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Comerica's accounting policies and processes are critical to the reporting of financial condition and results of operations. They require management to make estimates about matters that are uncertain.
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As of December 31, 2013
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|||||||||||
Plan Category
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
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Weighted-average exercise price of outstanding options, warrants and rights
(b)
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Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column(a))
(c)
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||||
Equity compensation plans approved by security holders (1)
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16,605,670
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$
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44.15
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8,376,239
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(2)(3)
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Equity compensation plans not approved by security holders (4)
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189,136
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34.98
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—
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Total
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16,794,806
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$
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44.04
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8,376,239
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(1)
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Consists of options to acquire shares of common stock, par value $5.00 per share, issued under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan ("2006 LTIP"), the Amended and Restated 1997 Long-Term Incentive Plan and the Amended and Restated Comerica Incorporated Stock Option Plan for Non-Employee Directors. Does not include 107,529 restricted stock units equivalent to shares of common stock issued under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors and outstanding as of
December 31, 2013
, or 2,809,164 shares of restricted stock, restricted stock units and performance restricted stock units issued under the 2006 LTIP and outstanding as of
December 31, 2013
. There are no shares available for future issuances under any of these plans other than the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors and the 2006 LTIP. The Comerica Incorporated Incentive Plan for Non-Employee Directors was approved by the shareholders on May 18, 2004. The 2006 LTIP was approved by Comerica's shareholders on May 16, 2006, its amendment and restatement was approved by Comerica's shareholders on April 27, 2010 and its further amendment and restatement was approved by Comerica's shareholders on April 23, 2013.
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(2)
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Does not include shares of common stock purchased or available for purchase by employees under the Amended and Restated Employee Stock Purchase Plan, or contributed or available for contribution by Comerica on behalf of the employees. The Amended and Restated Employee Stock Purchase Plan was ratified and approved by the shareholders on May 18, 2004. Five million shares of Comerica's common stock have been registered for sale or awards to employees under the Amended and Restated Employee Stock Purchase Plan. As of
December 31, 2013
, 2,267,342 shares had been purchased by or contributed on behalf of employees, leaving 2,732,658 shares available for future sale or awards. If these shares available for future sale or awards under the Employee Stock Purchase Plan were included, the numbers shown in column (c) under "Equity compensation plans approved by security holders" and "Total" would both be 11,108,897.
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(3)
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These shares are available for future issuance under the 2006 LTIP in the form of options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards and under the Incentive Plan for Non-Employee Directors in the form of options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards. Under the 2006 LTIP, not more than a total of 8.55 million shares may be used for awards other than options and stock appreciation rights and not more than one million shares are available as incentive stock options. Further, no award recipient may receive more than 350,000 shares during any calendar year, and the maximum number of shares underlying awards of options and stock appreciation rights that may be granted to an award recipient in any calendar year is 350,000.
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(4)
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Includes options to purchase 189,136 shares of common stock, par value $5.00 per share, issued under the Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan (“Sterling LTIP”), of which 153,111 shares were assumed by Comerica in connection with its acquisition of Sterling and 36,025 shares were granted to legacy Sterling employees subsequent to the acquisition. The weighted-average option price of the options assumed in connection with the acquisition of Sterling was $35.81 at
December 31, 2013
. Does not include 17,200 shares of restricted stock granted to legacy Sterling employees under the Sterling LTIP subsequent to the acquisition. The Sterling LTIP expired on April 28, 2013, and there are no shares available for future issuance under this plan.
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(shares in thousands)
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Total Number of Shares
and Warrants Purchased
as Part of Publicly
Announced Repurchase
Plans or Programs
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Remaining
Repurchase
Authorization
(a)
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Total Number
of Shares
Purchased (b)
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Average
Price
Paid Per
Share
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Average
Price Paid Per
Warrant (c)
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Total first quarter 2013
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2,090
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13,461
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2,182
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$
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33.94
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$
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—
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Total second quarter 2013
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1,910
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21,551
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(d)
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1,913
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37.67
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—
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Total third quarter 2013
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1,714
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19,837
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1,737
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41.98
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—
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October 2013
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1,057
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18,780
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1,060
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40.37
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—
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November 2013
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470
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18,310
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470
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44.63
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—
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December 2013
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183
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18,127
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183
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45.29
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—
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Total fourth quarter 2013
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1,710
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18,127
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1,713
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42.07
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—
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Total 2013
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7,424
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18,127
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7,545
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38.58
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—
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(a)
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Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
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(b)
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Includes approximately 122,000 shares (including 3,000 shares in the quarter ended
December 31, 2013
) purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the year ended
December 31, 2013
. These transactions are not considered part of Comerica's repurchase program.
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(c)
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Comerica made no repurchases of warrants under the repurchase program during the year ended
December 31, 2013
.
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(d)
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Includes the impact of the additional share repurchase authorization approved by the Board on April 23, 2013.
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1.
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Financial Statements: The financial statements that are filed as part of this report are included in the Financial Section on pages F-49 through F-117.
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2.
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All of the schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instruction, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and therefore have been omitted.
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3.
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Exhibits: The exhibits listed on the Exhibit Index on pages E-1 through E-5 of this Form 10-K are filed with this report or are incorporated herein by reference.
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(dollar amounts in millions, except per share data)
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||||||||||
Years Ended December 31
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2013
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2012
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2011
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2010
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2009
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||||||||||
EARNINGS SUMMARY
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Net interest income
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$
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1,672
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$
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1,728
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$
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1,653
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$
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1,646
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$
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1,567
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Provision for credit losses
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46
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79
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144
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478
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1,082
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|||||
Noninterest income
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826
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818
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792
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789
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1,050
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|||||
Noninterest expenses
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1,722
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1,757
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1,771
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1,642
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1,650
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Provision (benefit) for income taxes
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189
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189
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137
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55
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(131
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)
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|||||
Income from continuing operations
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541
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521
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393
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260
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16
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|||||
Net income
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541
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521
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393
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277
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17
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Preferred stock dividends
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—
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—
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—
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123
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134
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Net income (loss) attributable to common shares
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533
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515
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389
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|
153
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(118
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)
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|||||
PER SHARE OF COMMON STOCK
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||||||||||
Diluted earnings per common share:
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||||||||||
Income (loss) from continuing operations
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$
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2.85
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$
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2.67
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$
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2.09
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$
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0.78
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|
$
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(0.80
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)
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Net income (loss)
|
2.85
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2.67
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2.09
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0.88
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(0.79
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)
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|||||
Cash dividends declared
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0.68
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0.55
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0.40
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0.25
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0.20
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|||||
Common shareholders’ equity
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39.23
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36.87
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34.80
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32.82
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32.27
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|||||
Tangible common equity (a)
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35.65
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33.38
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31.42
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31.94
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31.22
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|||||
Market value
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47.54
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30.34
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25.80
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42.24
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29.57
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|||||
Average diluted shares (in millions)
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187
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192
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186
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173
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149
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|||||
YEAR-END BALANCES
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||||||||||
Total assets
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$
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65,227
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$
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65,069
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$
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61,008
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$
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53,667
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$
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59,249
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Total earning assets
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60,200
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59,618
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55,506
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49,352
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54,558
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|||||
Total loans
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45,470
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46,057
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42,679
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40,236
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42,161
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|||||
Total deposits
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53,292
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52,191
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47,755
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40,471
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39,665
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|||||
Total medium- and long-term debt
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3,543
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4,720
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4,944
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6,138
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11,060
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|||||
Total common shareholders’ equity
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7,153
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6,942
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6,868
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5,793
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4,878
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|||||
Total shareholders’ equity
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7,153
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6,942
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6,868
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5,793
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7,029
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|||||
AVERAGE BALANCES
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||||||||||
Total assets
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$
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63,936
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$
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62,572
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$
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56,917
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$
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55,553
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$
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62,809
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Total earning assets
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59,091
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57,483
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52,121
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51,004
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58,162
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|||||
Total loans
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44,412
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43,306
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40,075
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40,517
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46,162
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|||||
Total deposits
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51,711
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49,533
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43,762
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39,486
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|
40,091
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|||||
Total medium- and long-term debt
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3,972
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|
4,818
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|
5,519
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|
|
8,684
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|
|
13,334
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|
|||||
Total common shareholders’ equity
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6,968
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|
|
7,012
|
|
|
6,351
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|
|
5,625
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|
|
4,959
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|
|||||
Total shareholders’ equity
|
6,968
|
|
|
7,012
|
|
|
6,351
|
|
|
6,068
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|
|
7,099
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|
|||||
CREDIT QUALITY
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|
||||||||||
Total allowance for credit losses
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$
|
634
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|
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$
|
661
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$
|
752
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|
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$
|
936
|
|
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$
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1,022
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|
Total nonperforming loans
|
374
|
|
|
541
|
|
|
887
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|
|
1,123
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|
|
1,181
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|
|||||
Foreclosed property
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9
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|
|
54
|
|
|
94
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|
|
112
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|
|
111
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|
|||||
Total nonperforming assets
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383
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|
|
595
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|
|
981
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|
|
1,235
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|
|
1,292
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|
|||||
Net credit-related charge-offs
|
73
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|
|
170
|
|
|
328
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|
|
564
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|
|
869
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|
|||||
Net credit-related charge-offs as a percentage of average total loans
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0.16
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%
|
|
0.39
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%
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|
0.82
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%
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|
1.39
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%
|
|
1.88
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%
|
|||||
Allowance for loan losses as a percentage of total period-end loans
|
1.32
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|
|
1.37
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|
|
1.70
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|
2.24
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|
|
2.34
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|
|||||
Allowance for loan losses as a percentage of total nonperforming loans
|
160
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|
|
116
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|
|
82
|
|
|
80
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|
|
83
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|
|||||
RATIOS
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|
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|
||||||||||
Net interest margin (fully taxable equivalent)
|
2.84
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%
|
|
3.03
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%
|
|
3.19
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%
|
|
3.24
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%
|
|
2.72
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%
|
|||||
Return on average assets
|
0.85
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|
|
0.83
|
|
|
0.69
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|
|
0.50
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|
|
0.03
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|
|||||
Return on average common shareholders’ equity
|
7.76
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|
|
7.43
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6.18
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2.74
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(2.37
|
)
|
|||||
Dividend payout ratio
|
23.29
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|
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20.52
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|
|
18.96
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27.78
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n/m
|
|
|||||
Average common shareholders’ equity as a percentage of average assets
|
10.90
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|
|
11.16
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|
|
11.16
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|
|
10.13
|
|
|
7.90
|
|
|||||
Tier 1 common capital as a percentage of risk-weighted assets (a)
|
10.64
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|
|
10.14
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|
|
10.37
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|
|
10.13
|
|
|
8.18
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets
|
10.64
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|
|
10.14
|
|
|
10.41
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|
|
10.13
|
|
|
12.46
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|
|||||
Tangible common equity as a percentage of tangible assets (a)
|
10.07
|
|
|
9.76
|
|
|
10.27
|
|
|
10.54
|
|
|
7.99
|
|
(a)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
•
|
Net income was
$541 million
in
2013
, an increase of
$20 million
, or 4 percent, compared to
$521 million
in
2012
. Net income per diluted common share was
$2.85
in
2013
, compared to
$2.67
in
2012
. The most significant items contributing to the increase in net income are described below.
|
•
|
The provision for credit losses decreased
$33 million
in
2013
, compared to
2012
, primarily due to continued improvements in credit quality. Improvements in credit quality included a decline of
$516 million
in the Corporation's criticized loan list from
December 31, 2012
to
December 31, 2013
. The Corporation's criticized loan list is consistent with loans in the Special Mention, Substandard and Doubtful categories defined by regulatory authorities. Reflected in the decline in criticized loans was a decrease in nonaccrual loans of
$169 million
. Additional indicators of improved credit quality included a
$43 million
decrease in the inflow to nonaccrual loans (based on an analysis of nonaccrual loans with book balances greater than $2 million) and a
$97 million
decrease in net credit-related charge-offs in
2013
, compared to
2012
.
|
•
|
Average loans were
$44.4 billion
in
2013
, an increase of
$1.1 billion
, or
3 percent
, compared to
2012
. The increase in average loans primarily reflected an increase of
$1.7 billion
, or
7 percent
, in commercial loans, partially offset by a decrease of
$686 million
, or 6 percent, in commercial real estate loans (total real estate construction and commercial mortgage loans). The increase in commercial loans primarily reflected increases in National Dealer Services, general Middle Market, Energy and Technology and Life Sciences, partially offset by decreases in Mortgage Banker Finance and Corporate Banking.
|
•
|
Average deposits increased
$2.2 billion
, or
4 percent
, to
$51.7 billion
in
2013
, compared to
2012
. The increase in average deposits reflected increases of
$1.4 billion
, or
7 percent
, in average noninterest-bearing deposits and
$1.1 billion
, or
5 percent
, in money market and interest-bearing checking deposits, partially offset by a decrease of
$431 million
, or
7 percent
, in customer certificates of deposit. The increase in average deposits reflected increases in almost all lines of business and in all geographic markets.
|
•
|
Net interest income was
$1.7 billion
in
2013
, a decrease of
$56 million
, or
3 percent
, compared to
2012
. The decrease in net interest income resulted primarily from a decrease in yields and a
$22 million
decrease in the accretion of the purchase discount on the acquired loan portfolio, partially offset by an increase in average earning assets of
$1.6 billion
and lower funding costs.
|
•
|
Noninterest income increased
$8 million
or
1 percent
, in
2013
, compared to
2012
, resulting primarily from increases of
$13 million
in fiduciary income and
$9 million
in card fees, partially offset by a decrease of
$13 million
in net securities gains.
|
•
|
Noninterest expenses decreased
$35 million
, or
2 percent
, in
2013
, compared to
2012
, resulting primarily from decreases of
$35 million
in merger and restructuring charges,
$15 million
in salaries expense and smaller decreases in most other categories of noninterest expense, partially offset by increases of
$29 million
in litigation-related expenses and
$12 million
in outside processing fees.
|
•
|
The quarterly dividend was increased 13 percent, to 17 cents per share, in the first quarter 2013, and further increased to 19 cents per share in the first quarter 2014.
|
•
|
Shares repurchased under the share repurchase program totaled 7.4 million shares in
2013
, which, combined with dividends, resulted in a total payout to shareholders of
76 percent
percent of
2013
net income.
|
•
|
Average loan growth consistent with 2013, reflecting stabilization in Mortgage Banker Finance near average fourth quarter 2013 levels, improving trends in Commercial Real Estate and continued focus on pricing and structure discipline.
|
•
|
Net interest income modestly lower, reflecting a decline in purchase accounting accretion, to $10 million to $20 million, and the effect of a continued low rate environment, partially offset by loan growth.
|
•
|
Provision for credit losses stable as a result of stable net charge-offs and continued strong credit quality offset by loan growth.
|
•
|
Noninterest income s
table, reflecting continued growth in customer-driven fee income.
|
•
|
Noninterest expenses lower, excluding litigation-related expenses, reflecting a more than 50 percent decrease in pension expense. Increases in merit, healthcare and regulatory costs mostly offset by continued expense discipline.
|
•
|
Income tax expense to approximate 28 pe
rcent of pre-tax income.
|
(a)
|
Accretion of the purchase discount on the acquired loan portfolio of
$49 million
,
$71 million
and $53 million increased the net interest margin by
8
basis points,
12
basis points and 10 basis points in
2013
,
2012
and 2011, respectively.
|
(b)
|
Nonaccrual loans are included in average balances reported and in the calculation of average rates.
|
(c)
|
Average rate based on average historical cost. Carrying value exceeded average historical cost by
$92 million
,
$255 million
and $111 million in
2013
,
2012
and 2011, respectively.
|
(d)
|
Excess liquidity, represented by average balances deposited with the Federal Reserve Bank, reduced the net interest margin by
23
basis points,
21
basis points and 22 basis points in
2013
,
2012
and 2011, respectively.
|
(e)
|
Includes substantially all deposits by foreign depositors; deposits are primarily in excess of $100,000.
|
(f)
|
Medium- and long-term debt average balances included $345 million, $336 million and $304 million in
2013
,
2012
and 2011, respectively, for the gain attributed to the risk hedged with interest rate swaps. Interest expense on medium-and long-term debt was reduced by
$72 million
,
$69 million
and $72 million in
2013
,
2012
and 2011, respectively, for the net gains on these fair value hedge relationships.
|
(g)
|
The FTE adjustment is computed using a federal tax rate of 35%.
|
(in millions)
|
|
|
|
|
|
|
|
||||||||||||||||||
Years Ended December 31
|
2013/2012
|
|
2012/2011
|
||||||||||||||||||||||
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
|
Increase
(Decrease)
Due to Rate
|
Increase
(Decrease)
Due to
Volume (a)
|
Net
Increase
(Decrease)
|
||||||||||||||||||
Interest Income (FTE):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial loans
|
$
|
(43
|
)
|
|
$
|
57
|
|
|
$
|
14
|
|
|
|
$
|
(55
|
)
|
|
$
|
138
|
|
|
$
|
83
|
|
|
Real estate construction loans
|
(9
|
)
|
|
4
|
|
|
(5
|
)
|
|
|
1
|
|
|
(19
|
)
|
|
(18
|
)
|
|
||||||
Commercial mortgage loans
|
(33
|
)
|
|
(32
|
)
|
|
(65
|
)
|
|
|
21
|
|
|
(8
|
)
|
|
13
|
|
|
||||||
Lease financing
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
||||||
International loans
|
1
|
|
|
—
|
|
|
1
|
|
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
||||||
Residential mortgage loans
|
(7
|
)
|
|
5
|
|
|
(2
|
)
|
|
|
(12
|
)
|
|
(3
|
)
|
|
(15
|
)
|
|
||||||
Consumer loans
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|
||||||
Total loans
|
$
|
(92
|
)
|
(b)
|
$
|
31
|
|
|
$
|
(61
|
)
|
(b)
|
|
(52
|
)
|
(b)
|
105
|
|
|
53
|
|
(b)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities available-for-sale
|
(17
|
)
|
|
(1
|
)
|
|
(18
|
)
|
|
|
(45
|
)
|
|
47
|
|
|
2
|
|
|
||||||
Other investment securities available-for-sale
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
||||||
Total investment securities available-for-sale
|
(19
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
|
(45
|
)
|
|
45
|
|
|
—
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits with banks
|
—
|
|
|
3
|
|
|
3
|
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
||||||
Other short-term investments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
||||||
Total interest income (FTE)
|
(111
|
)
|
|
32
|
|
|
(79
|
)
|
|
|
(97
|
)
|
|
150
|
|
|
53
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market and interest-bearing checking deposits
|
(9
|
)
|
|
2
|
|
|
(7
|
)
|
|
|
(15
|
)
|
|
3
|
|
|
(12
|
)
|
|
||||||
Savings deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
||||||
Customer certificates of deposit
|
(6
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
|
(9
|
)
|
|
1
|
|
|
(8
|
)
|
|
||||||
Foreign office time deposits
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
||||||
Total interest-bearing deposits
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
|
(24
|
)
|
|
4
|
|
|
(20
|
)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Medium- and long-term debt
|
4
|
|
|
(12
|
)
|
|
(8
|
)
|
|
|
9
|
|
|
(10
|
)
|
|
(1
|
)
|
|
||||||
Total interest expense
|
(11
|
)
|
|
(12
|
)
|
|
(23
|
)
|
|
|
(15
|
)
|
|
(6
|
)
|
|
(21
|
)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (FTE)
|
$
|
(100
|
)
|
|
$
|
44
|
|
|
$
|
(56
|
)
|
|
|
$
|
(82
|
)
|
|
$
|
156
|
|
|
$
|
74
|
|
|
(a)
|
Rate/volume variances are allocated to variances due to volume.
|
(b)
|
Reflected a decrease of
$22 million
and an increase of $18 million in accretion of the purchase discount on the acquired loan portfolio in 2013 and 2012, respectively.
|
(in millions)
|
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Customer-driven income:
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
$
|
214
|
|
|
$
|
214
|
|
|
$
|
208
|
|
Fiduciary income
|
171
|
|
|
158
|
|
|
151
|
|
|||
Commercial lending fees
|
99
|
|
|
96
|
|
|
87
|
|
|||
Card fees (a)
|
74
|
|
|
65
|
|
|
77
|
|
|||
Letter of credit fees
|
64
|
|
|
71
|
|
|
73
|
|
|||
Foreign exchange income
|
36
|
|
|
38
|
|
|
40
|
|
|||
Brokerage fees
|
17
|
|
|
19
|
|
|
22
|
|
|||
Other customer-driven income (a) (b)
|
88
|
|
|
89
|
|
|
70
|
|
|||
Total customer-driven noninterest income
|
763
|
|
|
750
|
|
|
728
|
|
|||
Noncustomer-driven income:
|
|
|
|
|
|
||||||
Bank-owned life insurance
|
40
|
|
|
39
|
|
|
37
|
|
|||
Net securities gains (losses)
|
(1
|
)
|
|
12
|
|
|
14
|
|
|||
Other noncustomer-driven income (a) (b)
|
24
|
|
|
17
|
|
|
13
|
|
|||
Total noninterest income
|
$
|
826
|
|
|
$
|
818
|
|
|
$
|
792
|
|
(a)
|
In 2013, the Corporation reclassified PIN-based interchange and certain other similar fees to "card fees" from "other noninterest income." Prior period amounts reclassified to conform to current presentation were $18 million for 2012 ($11 million from "other customer-driven income" and $7 million from "other noncustomer-driven income") and $19 million for 2011 ($13 million from "other customer-driven income" and $6 million from "other noncustomer-driven income").
|
(b)
|
The table below provides further details on certain categories included in other noninterest income.
|
(
a)
|
Compensation deferred by the Corporation's officers is invested based on investment selections of the officers. Income earned on these assets is reported in noninterest income and the offsetting increase in liability is reported in salaries expense.
|
(in millions)
|
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Salaries
|
$
|
763
|
|
|
$
|
778
|
|
|
$
|
770
|
|
Employee benefits
|
246
|
|
|
240
|
|
|
205
|
|
|||
Total salaries and employee benefits
|
1,009
|
|
|
1,018
|
|
|
975
|
|
|||
Net occupancy expense
|
160
|
|
|
163
|
|
|
169
|
|
|||
Equipment expense
|
60
|
|
|
65
|
|
|
66
|
|
|||
Outside processing fee expense
|
119
|
|
|
107
|
|
|
101
|
|
|||
Software expense
|
90
|
|
|
90
|
|
|
88
|
|
|||
Litigation-related expenses
|
52
|
|
|
23
|
|
|
10
|
|
|||
FDIC insurance expense
|
33
|
|
|
38
|
|
|
43
|
|
|||
Advertising expense
|
21
|
|
|
27
|
|
|
28
|
|
|||
Other real estate expense
|
2
|
|
|
9
|
|
|
22
|
|
|||
Merger and restructuring charges
|
—
|
|
|
35
|
|
|
75
|
|
|||
Other noninterest expenses
|
176
|
|
|
182
|
|
|
194
|
|
|||
Total noninterest expenses
|
$
|
1,722
|
|
|
$
|
1,757
|
|
|
$
|
1,771
|
|
December 31
|
2013
|
|
2012
|
|
2011
|
|||
Michigan
|
214
|
|
|
216
|
|
|
218
|
|
Texas
|
136
|
|
|
140
|
|
|
142
|
|
California
|
105
|
|
|
105
|
|
|
104
|
|
Other Markets:
|
|
|
|
|
|
|||
Arizona
|
18
|
|
|
18
|
|
|
18
|
|
Florida
|
9
|
|
|
10
|
|
|
11
|
|
Canada
|
1
|
|
|
1
|
|
|
1
|
|
Total Other Markets
|
28
|
|
|
29
|
|
|
30
|
|
Total
|
483
|
|
|
490
|
|
|
494
|
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
45
|
|
|
$
|
35
|
|
|
$
|
40
|
|
|
$
|
131
|
|
|
$
|
103
|
|
Residential mortgage-backed securities
|
8,926
|
|
|
9,920
|
|
|
9,492
|
|
|
6,709
|
|
|
6,261
|
|
|||||
State and municipal securities (a)
|
22
|
|
|
23
|
|
|
24
|
|
|
39
|
|
|
47
|
|
|||||
Corporate debt securities
|
56
|
|
|
58
|
|
|
47
|
|
|
27
|
|
|
200
|
|
|||||
Equity and other non-debt securities
|
258
|
|
|
261
|
|
|
501
|
|
|
654
|
|
|
805
|
|
|||||
Total investment securities available-for-sale
|
$
|
9,307
|
|
|
$
|
10,297
|
|
|
$
|
10,104
|
|
|
$
|
7,560
|
|
|
$
|
7,416
|
|
Commercial loans
|
$
|
28,815
|
|
|
$
|
29,513
|
|
|
$
|
24,996
|
|
|
$
|
22,145
|
|
|
$
|
21,690
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (b)
|
1,447
|
|
|
1,049
|
|
|
1,103
|
|
|
1,826
|
|
|
3,002
|
|
|||||
Other business lines (c)
|
315
|
|
|
191
|
|
|
430
|
|
|
427
|
|
|
459
|
|
|||||
Total real estate construction loans
|
1,762
|
|
|
1,240
|
|
|
1,533
|
|
|
2,253
|
|
|
3,461
|
|
|||||
Commercial mortgage loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (b)
|
1,678
|
|
|
1,873
|
|
|
2,507
|
|
|
1,937
|
|
|
1,889
|
|
|||||
Other business lines (c)
|
7,109
|
|
|
7,599
|
|
|
7,757
|
|
|
7,830
|
|
|
8,568
|
|
|||||
Total commercial mortgage loans
|
8,787
|
|
|
9,472
|
|
|
10,264
|
|
|
9,767
|
|
|
10,457
|
|
|||||
Lease financing
|
845
|
|
|
859
|
|
|
905
|
|
|
1,009
|
|
|
1,139
|
|
|||||
International loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Banks and other financial institutions
|
4
|
|
|
2
|
|
|
18
|
|
|
2
|
|
|
1
|
|
|||||
Commercial and industrial
|
1,323
|
|
|
1,291
|
|
|
1,152
|
|
|
1,130
|
|
|
1,251
|
|
|||||
Total international loans
|
1,327
|
|
|
1,293
|
|
|
1,170
|
|
|
1,132
|
|
|
1,252
|
|
|||||
Residential mortgage loans
|
1,697
|
|
|
1,527
|
|
|
1,526
|
|
|
1,619
|
|
|
1,651
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,517
|
|
|
1,537
|
|
|
1,655
|
|
|
1,704
|
|
|
1,817
|
|
|||||
Other consumer
|
720
|
|
|
616
|
|
|
630
|
|
|
607
|
|
|
694
|
|
|||||
Total consumer loans
|
2,237
|
|
|
2,153
|
|
|
2,285
|
|
|
2,311
|
|
|
2,511
|
|
|||||
Total loans
|
$
|
45,470
|
|
|
$
|
46,057
|
|
|
$
|
42,679
|
|
|
$
|
40,236
|
|
|
$
|
42,161
|
|
(dollar amounts in millions)
|
|
|
|
|
Percent
Change
|
|||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
Change
|
|
||||||||
Average Loans:
|
|
|
|
|
|
|
|
|||||||
Commercial loans by business line:
|
|
|
|
|
|
|
|
|||||||
General Middle Market
|
$
|
10,019
|
|
|
$
|
9,495
|
|
|
$
|
524
|
|
|
6
|
%
|
National Dealer Services
|
3,554
|
|
|
2,792
|
|
|
762
|
|
|
27
|
|
|||
Energy
|
2,871
|
|
|
2,538
|
|
|
333
|
|
|
13
|
|
|||
Technology and Life Sciences
|
1,891
|
|
|
1,667
|
|
|
224
|
|
|
13
|
|
|||
Environmental Services
|
741
|
|
|
622
|
|
|
119
|
|
|
19
|
|
|||
Entertainment
|
591
|
|
|
612
|
|
|
(21
|
)
|
|
(4
|
)
|
|||
Total Middle Market
|
19,667
|
|
|
17,726
|
|
|
1,941
|
|
|
11
|
|
|||
Corporate Banking
|
3,235
|
|
|
3,408
|
|
|
(173
|
)
|
|
(5
|
)
|
|||
Mortgage Banker Finance
|
1,565
|
|
|
1,767
|
|
|
(202
|
)
|
|
(11
|
)
|
|||
Commercial Real Estate
|
750
|
|
|
771
|
|
|
(21
|
)
|
|
(3
|
)
|
|||
Total Business Bank commercial loans
|
25,217
|
|
|
23,672
|
|
|
1,545
|
|
|
7
|
|
|||
Total Retail Bank commercial loans
|
1,356
|
|
|
1,180
|
|
|
176
|
|
|
15
|
|
|||
Total Wealth Management commercial loans
|
1,398
|
|
|
1,372
|
|
|
26
|
|
|
2
|
|
|||
Total commercial loans
|
27,971
|
|
|
26,224
|
|
|
1,747
|
|
|
7
|
|
|||
Real estate construction loans:
|
|
|
|
|
|
|
|
|||||||
Commercial Real Estate business line (a)
|
1,241
|
|
|
1,031
|
|
|
210
|
|
|
20
|
|
|||
Other business lines (b)
|
245
|
|
|
359
|
|
|
(114
|
)
|
|
(32
|
)
|
|||
Real estate construction loans
|
1,486
|
|
|
1,390
|
|
|
96
|
|
|
7
|
|
|||
Commercial mortgage loans:
|
|
|
|
|
|
|
|
|||||||
Commercial Real Estate business line (a)
|
1,738
|
|
|
2,259
|
|
|
(521
|
)
|
|
(23
|
)
|
|||
Other business lines (b)
|
7,322
|
|
|
7,583
|
|
|
(261
|
)
|
|
(3
|
)
|
|||
Commercial mortgage loans
|
9,060
|
|
|
9,842
|
|
|
(782
|
)
|
|
(8
|
)
|
|||
Lease financing
|
847
|
|
|
864
|
|
|
(17
|
)
|
|
(2
|
)
|
|||
International loans
|
1,275
|
|
|
1,272
|
|
|
3
|
|
|
—
|
|
|||
Residential mortgage loans
|
1,620
|
|
|
1,505
|
|
|
115
|
|
|
8
|
|
|||
Consumer loans:
|
|
|
|
|
|
|
|
|||||||
Home equity
|
1,505
|
|
|
1,591
|
|
|
(86
|
)
|
|
(5
|
)
|
|||
Other consumer
|
648
|
|
|
618
|
|
|
30
|
|
|
5
|
|
|||
Consumer loans
|
2,153
|
|
|
2,209
|
|
|
(56
|
)
|
|
(3
|
)
|
|||
Total loans
|
$
|
44,412
|
|
|
$
|
43,306
|
|
|
$
|
1,106
|
|
|
3
|
%
|
Average Loans By Geographic Market:
|
|
|
|
|
|
|
|
|||||||
Michigan
|
$
|
13,461
|
|
|
$
|
13,618
|
|
|
$
|
(157
|
)
|
|
(1
|
)%
|
California
|
13,974
|
|
|
12,736
|
|
|
1,238
|
|
|
10
|
|
|||
Texas
|
9,989
|
|
|
9,552
|
|
|
437
|
|
|
5
|
|
|||
Other Markets
|
6,988
|
|
|
7,400
|
|
|
(412
|
)
|
|
(6
|
)
|
|||
Total loans
|
$
|
44,412
|
|
|
$
|
43,306
|
|
|
$
|
1,106
|
|
|
3
|
%
|
|
Maturity (a)
|
|
Weighted
Average
Maturity
|
|||||||||||||||||||||||||||||
(dollar amounts in millions)
|
Within 1 Year
|
|
1 - 5 Years
|
|
5 - 10 Years
|
|
After 10 Years
|
|
Total
|
|
||||||||||||||||||||||
December 31, 2013
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Amount
|
Yield
|
|
Years
|
||||||||||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
35
|
|
0.61
|
%
|
|
$
|
10
|
|
0.26
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
—
|
|
—
|
%
|
|
$
|
45
|
|
0.53
|
%
|
|
0.8
|
|
Residential mortgage-backed securities (b)
|
1
|
|
2.29
|
|
|
203
|
|
2.57
|
|
|
114
|
|
2.49
|
|
|
8,608
|
|
2.25
|
|
|
8,926
|
|
2.26
|
|
|
14.4
|
|
|||||
State and municipal securities (c)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
15
|
|
0.51
|
|
|
7
|
|
0.51
|
|
|
22
|
|
0.51
|
|
|
10.6
|
|
|||||
Corporate debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Auction-rate debt securities
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
1
|
|
0.31
|
|
|
1
|
|
0.31
|
|
|
24.0
|
|
|||||
Other corporate debt securities
|
55
|
|
1.07
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
55
|
|
1.07
|
|
|
—
|
|
|||||
Equity and other non-debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Auction-rate preferred securities (d)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
136
|
|
0.16
|
|
|
136
|
|
0.16
|
|
|
—
|
|
|||||
Money market and other mutual funds (e)
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
122
|
|
—
|
|
|
122
|
|
—
|
|
|
—
|
|
|||||
Total investment securities available-for-sale
|
$
|
91
|
|
0.92
|
%
|
|
$
|
213
|
|
2.47
|
%
|
|
$
|
129
|
|
2.26
|
%
|
|
$
|
8,874
|
|
2.25
|
%
|
|
$
|
9,307
|
|
2.21
|
%
|
|
14.3
|
|
(dollar amounts in millions)
|
|
|
|
|
|
|
Percent
Change
|
|||||||
Years Ended December 31
|
2013
|
|
2012
|
|
Change
|
|
||||||||
Noninterest-bearing deposits
|
$
|
22,379
|
|
|
$
|
21,004
|
|
|
$
|
1,375
|
|
|
7
|
%
|
Money market and interest-bearing checking deposits
|
21,704
|
|
|
20,622
|
|
|
1,082
|
|
|
5
|
|
|||
Savings deposits
|
1,657
|
|
|
1,593
|
|
|
64
|
|
|
4
|
|
|||
Customer certificates of deposit
|
5,471
|
|
|
5,902
|
|
|
(431
|
)
|
|
(7
|
)
|
|||
Foreign office and other time deposits
|
500
|
|
|
412
|
|
|
88
|
|
|
21
|
|
|||
Total deposits
|
$
|
51,711
|
|
|
$
|
49,533
|
|
|
$
|
2,178
|
|
|
4
|
%
|
Short-term borrowings
|
$
|
211
|
|
|
$
|
76
|
|
|
$
|
135
|
|
|
177
|
%
|
Medium- and long-term debt
|
3,972
|
|
|
4,818
|
|
|
(846
|
)
|
|
(18
|
)
|
|||
Total borrowed funds
|
$
|
4,183
|
|
|
$
|
4,894
|
|
|
$
|
(711
|
)
|
|
(15
|
)%
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balance at beginning of year
|
$
|
629
|
|
|
$
|
726
|
|
|
$
|
901
|
|
|
$
|
985
|
|
|
$
|
770
|
|
Loan charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
91
|
|
|
112
|
|
|
192
|
|
|
195
|
|
|
375
|
|
|||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
3
|
|
|
7
|
|
|
35
|
|
|
175
|
|
|
234
|
|
|||||
Other business lines (b)
|
—
|
|
|
1
|
|
|
2
|
|
|
4
|
|
|
1
|
|
|||||
Total real estate construction
|
3
|
|
|
8
|
|
|
37
|
|
|
179
|
|
|
235
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
10
|
|
|
46
|
|
|
46
|
|
|
53
|
|
|
90
|
|
|||||
Other business lines (b)
|
26
|
|
|
43
|
|
|
93
|
|
|
138
|
|
|
81
|
|
|||||
Total commercial mortgage
|
36
|
|
|
89
|
|
|
139
|
|
|
191
|
|
|
171
|
|
|||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
36
|
|
|||||
International
|
—
|
|
|
3
|
|
|
7
|
|
|
8
|
|
|
23
|
|
|||||
Residential mortgage
|
4
|
|
|
13
|
|
|
15
|
|
|
14
|
|
|
21
|
|
|||||
Consumer
|
19
|
|
|
20
|
|
|
33
|
|
|
39
|
|
|
34
|
|
|||||
Total loan charge-offs
|
153
|
|
|
245
|
|
|
423
|
|
|
627
|
|
|
895
|
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
42
|
|
|
39
|
|
|
33
|
|
|
25
|
|
|
18
|
|
|||||
Real estate construction
|
7
|
|
|
6
|
|
|
14
|
|
|
11
|
|
|
1
|
|
|||||
Commercial mortgage
|
20
|
|
|
18
|
|
|
26
|
|
|
16
|
|
|
3
|
|
|||||
Lease financing
|
1
|
|
|
—
|
|
|
11
|
|
|
5
|
|
|
1
|
|
|||||
International
|
—
|
|
|
2
|
|
|
5
|
|
|
1
|
|
|
2
|
|
|||||
Residential mortgage
|
4
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|||||
Consumer
|
6
|
|
|
8
|
|
|
4
|
|
|
4
|
|
|
2
|
|
|||||
Total recoveries
|
80
|
|
|
75
|
|
|
95
|
|
|
63
|
|
|
27
|
|
|||||
Net loan charge-offs
|
73
|
|
|
170
|
|
|
328
|
|
|
564
|
|
|
868
|
|
|||||
Provision for loan losses
|
42
|
|
|
73
|
|
|
153
|
|
|
480
|
|
|
1,082
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Balance at end of year
|
$
|
598
|
|
|
$
|
629
|
|
|
$
|
726
|
|
|
$
|
901
|
|
|
$
|
985
|
|
Net loan charge-offs during the year as a percentage of average loans outstanding during the year
|
0.16
|
%
|
|
0.39
|
%
|
|
0.82
|
%
|
|
1.39
|
%
|
|
1.88
|
%
|
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|||
Allowance for loan losses as a percentage of total loans at end of year
|
1.32
|
%
|
|
1.37
|
%
|
|
1.70
|
%
|
Allowance for loan losses as a percentage of total nonperforming loans at end of year
|
160
|
%
|
|
116
|
%
|
|
82
|
%
|
Allowance for loan losses as a multiple of total net loan charge-offs for the year
|
8.2x
|
|
|
3.7x
|
|
|
2.2x
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||||||
(dollar amounts in millions)
|
Allocated
Allowance
|
Allowance
Ratio (a)
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
|
Allocated
Allowance
|
% (b)
|
||||||||||||||||
December 31
|
|
|
|
|
|||||||||||||||||||||||||||
Business loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
346
|
|
1.20
|
%
|
63
|
%
|
|
$
|
297
|
|
63
|
%
|
|
$
|
303
|
|
58
|
%
|
|
$
|
422
|
|
54
|
%
|
|
$
|
456
|
|
51
|
%
|
Real estate construction
|
16
|
|
0.91
|
|
4
|
|
|
16
|
|
3
|
|
|
48
|
|
4
|
|
|
102
|
|
6
|
|
|
194
|
|
8
|
|
|||||
Commercial mortgage
|
159
|
|
1.80
|
|
19
|
|
|
227
|
|
21
|
|
|
281
|
|
24
|
|
|
272
|
|
24
|
|
|
219
|
|
25
|
|
|||||
Lease financing
|
4
|
|
0.43
|
|
2
|
|
|
4
|
|
2
|
|
|
7
|
|
2
|
|
|
8
|
|
3
|
|
|
13
|
|
3
|
|
|||||
International
|
6
|
|
0.47
|
|
3
|
|
|
8
|
|
3
|
|
|
9
|
|
3
|
|
|
20
|
|
3
|
|
|
33
|
|
3
|
|
|||||
Total business loans
|
531
|
|
1.28
|
|
91
|
|
|
552
|
|
92
|
|
|
648
|
|
91
|
|
|
824
|
|
90
|
|
|
915
|
|
90
|
|
|||||
Retail loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage
|
17
|
|
0.99
|
|
4
|
|
|
20
|
|
3
|
|
|
21
|
|
4
|
|
|
29
|
|
4
|
|
|
32
|
|
4
|
|
|||||
Consumer
|
50
|
|
2.23
|
|
5
|
|
|
57
|
|
5
|
|
|
57
|
|
5
|
|
|
48
|
|
6
|
|
|
38
|
|
6
|
|
|||||
Total retail loans
|
67
|
|
1.70
|
|
9
|
|
|
77
|
|
8
|
|
|
78
|
|
9
|
|
|
77
|
|
10
|
|
|
70
|
|
10
|
|
|||||
Total loans
|
$
|
598
|
|
1.32
|
%
|
100
|
%
|
|
$
|
629
|
|
100
|
%
|
|
$
|
726
|
|
100
|
%
|
|
$
|
901
|
|
100
|
%
|
|
$
|
985
|
|
100
|
%
|
(a)
|
Allocated allowance as a percentage of related loans outstanding.
|
(b)
|
Loans outstanding as a percentage of total loans.
|
(a)
|
Charge-offs result from the sale of unfunded lending-related commitments.
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Nonaccrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
81
|
|
|
$
|
103
|
|
|
$
|
237
|
|
|
$
|
252
|
|
|
$
|
238
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
20
|
|
|
30
|
|
|
93
|
|
|
259
|
|
|
507
|
|
|||||
Other business lines (b)
|
1
|
|
|
3
|
|
|
8
|
|
|
4
|
|
|
4
|
|
|||||
Total real estate construction
|
21
|
|
|
33
|
|
|
101
|
|
|
263
|
|
|
511
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
51
|
|
|
94
|
|
|
159
|
|
|
181
|
|
|
127
|
|
|||||
Other business lines (b)
|
105
|
|
|
181
|
|
|
268
|
|
|
302
|
|
|
192
|
|
|||||
Total commercial mortgage
|
156
|
|
|
275
|
|
|
427
|
|
|
483
|
|
|
319
|
|
|||||
Lease financing
|
—
|
|
|
3
|
|
|
5
|
|
|
7
|
|
|
13
|
|
|||||
International
|
4
|
|
|
—
|
|
|
8
|
|
|
2
|
|
|
22
|
|
|||||
Total nonaccrual business loans
|
262
|
|
|
414
|
|
|
778
|
|
|
1,007
|
|
|
1,103
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
53
|
|
|
70
|
|
|
71
|
|
|
55
|
|
|
50
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
33
|
|
|
31
|
|
|
5
|
|
|
5
|
|
|
8
|
|
|||||
Other consumer
|
2
|
|
|
4
|
|
|
6
|
|
|
13
|
|
|
4
|
|
|||||
Total consumer
|
35
|
|
|
35
|
|
|
11
|
|
|
18
|
|
|
12
|
|
|||||
Total nonaccrual retail loans
|
88
|
|
|
105
|
|
|
82
|
|
|
73
|
|
|
62
|
|
|||||
Total nonaccrual loans
|
350
|
|
|
519
|
|
|
860
|
|
|
1,080
|
|
|
1,165
|
|
|||||
Reduced-rate loans
|
24
|
|
|
22
|
|
|
27
|
|
|
43
|
|
|
16
|
|
|||||
Total nonperforming loans
|
374
|
|
|
541
|
|
|
887
|
|
|
1,123
|
|
|
1,181
|
|
|||||
Foreclosed property
|
9
|
|
|
54
|
|
|
94
|
|
|
112
|
|
|
111
|
|
|||||
Total nonperforming assets
|
$
|
383
|
|
|
$
|
595
|
|
|
$
|
981
|
|
|
$
|
1,235
|
|
|
$
|
1,292
|
|
Gross interest income that would have been recorded had the nonaccrual and reduced-rate loans performed in accordance with original terms
|
$
|
34
|
|
|
$
|
62
|
|
|
$
|
74
|
|
|
$
|
87
|
|
|
$
|
109
|
|
Interest income recognized
|
5
|
|
|
5
|
|
|
11
|
|
|
18
|
|
|
21
|
|
|||||
Nonperforming loans as a percentage of total loans
|
0.82
|
%
|
|
1.17
|
%
|
|
2.08
|
%
|
|
2.79
|
%
|
|
2.80
|
%
|
|||||
Nonperforming assets as a percentage of total loans and foreclosed property
|
0.84
|
|
|
1.29
|
|
|
2.29
|
|
|
3.06
|
|
|
3.06
|
|
|||||
Loans past due 90 days or more and still accruing
|
$
|
16
|
|
|
$
|
23
|
|
|
$
|
58
|
|
|
$
|
62
|
|
|
$
|
101
|
|
Loans past due 90 days or more and still accruing as a percentage of total loans
|
0.03
|
%
|
|
0.05
|
%
|
|
0.14
|
%
|
|
0.15
|
%
|
|
0.24
|
%
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2013
|
|
2012
|
||||||||||
(dollar amounts in millions)
|
Number of
Borrowers
|
|
Balance
|
|
Number of
Borrowers
|
|
Balance
|
||||||
Under $2 million
|
1,756
|
|
|
$
|
211
|
|
|
1,609
|
|
|
$
|
277
|
|
$2 million - $5 million
|
23
|
|
|
71
|
|
|
35
|
|
|
112
|
|
||
$5 million - $10 million
|
3
|
|
|
23
|
|
|
11
|
|
|
82
|
|
||
$10 million - $25 million
|
3
|
|
|
45
|
|
|
4
|
|
|
48
|
|
||
Total
|
1,785
|
|
|
$
|
350
|
|
|
1,659
|
|
|
$
|
519
|
|
|
December 31, 2013
|
|
Year Ended December 31, 2013
|
|||||||||||||||||
(dollar amounts in millions)
|
Nonaccrual Loans
|
|
Loans Transferred to
Nonaccrual (a)
|
|
Net Loan Charge-Offs (Recoveries)
|
|||||||||||||||
Industry Category
|
|
|
||||||||||||||||||
Real Estate and Home Builders
|
$
|
101
|
|
|
30
|
%
|
|
$
|
16
|
|
|
11
|
%
|
|
$
|
2
|
|
|
3
|
%
|
Residential Mortgage
|
53
|
|
|
15
|
|
|
6
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|||
Services
|
37
|
|
|
10
|
|
|
25
|
|
|
18
|
|
|
18
|
|
|
27
|
|
|||
Manufacturing
|
27
|
|
|
8
|
|
|
30
|
|
|
20
|
|
|
6
|
|
|
8
|
|
|||
Holding and Other Investment Companies
|
22
|
|
|
6
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
8
|
|
|||
Retail Trade
|
20
|
|
|
6
|
|
|
14
|
|
|
9
|
|
|
4
|
|
|
5
|
|
|||
Wholesale Trade
|
15
|
|
|
4
|
|
|
13
|
|
|
9
|
|
|
6
|
|
|
8
|
|
|||
Contractors
|
11
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|||
Natural Resources
|
7
|
|
|
2
|
|
|
5
|
|
|
4
|
|
|
9
|
|
|
12
|
|
|||
Health Care and Social Assistance
|
7
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||
Restaurants and Food Service
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||
Other (b)
|
45
|
|
|
13
|
|
|
30
|
|
|
21
|
|
|
21
|
|
|
29
|
|
|||
Total
|
$
|
350
|
|
|
100
|
%
|
|
$
|
144
|
|
|
100
|
%
|
|
$
|
73
|
|
|
100
|
%
|
(a)
|
Based on an analysis of nonaccrual loans with book balances greater than $2 million.
|
(b)
|
Consumer, excluding residential mortgage and certain personal purpose nonaccrual loans and net charge-offs, are included in the “Other” category.
|
(in millions)
|
2013
|
|
2012
|
||||
Nonperforming TDRs:
|
|
|
|
||||
Nonaccrual TDRs
|
$
|
100
|
|
|
$
|
118
|
|
Reduced-rate TDRs
|
24
|
|
|
22
|
|
||
Total nonperforming TDRs
|
124
|
|
|
140
|
|
||
Performing TDRs (a)
|
57
|
|
|
92
|
|
||
Total TDRs
|
$
|
181
|
|
|
$
|
232
|
|
(a)
|
TDRs that do not include a reduction in the original contractual interest rate which are performing in accordance with their modified terms.
|
(in millions)
|
2013
|
|
2012
|
||||
Business loans:
|
|
|
|
||||
Commercial
|
$
|
4
|
|
|
$
|
5
|
|
Commercial mortgage
|
4
|
|
|
8
|
|
||
International
|
3
|
|
|
3
|
|
||
Total business loans
|
11
|
|
|
16
|
|
||
Retail loans:
|
|
|
|
||||
Residential mortgage
|
—
|
|
|
2
|
|
||
Other consumer
|
5
|
|
|
5
|
|
||
Total retail loans
|
5
|
|
|
7
|
|
||
Total loans past due 90 days or more and still accruing
|
$
|
16
|
|
|
$
|
23
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
December 31, 2013
|
|
|
|
|
||||||||||||||||||||||||
|
Location of Property
|
|
|
|
|
|
December 31, 2012
|
||||||||||||||||||||||
(dollar amounts in millions)
Project Type:
|
California
|
Michigan
|
Texas
|
Florida
|
Other
|
|
Total
|
|
% of
Total
|
|
Total
|
|
% of
Total
|
||||||||||||||||
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Real Estate business line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Single family
|
$
|
112
|
|
$
|
8
|
|
$
|
23
|
|
$
|
—
|
|
$
|
12
|
|
|
$
|
155
|
|
|
11
|
%
|
|
$
|
156
|
|
|
15
|
%
|
Land development
|
60
|
|
5
|
|
6
|
|
—
|
|
2
|
|
|
73
|
|
|
5
|
|
|
44
|
|
|
4
|
|
|||||||
Total residential
|
172
|
|
13
|
|
29
|
|
—
|
|
14
|
|
|
228
|
|
|
16
|
|
|
200
|
|
|
19
|
|
|||||||
Other construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-family
|
410
|
|
—
|
|
358
|
|
18
|
|
44
|
|
|
830
|
|
|
57
|
|
|
406
|
|
|
39
|
|
|||||||
Office
|
130
|
|
—
|
|
21
|
|
—
|
|
11
|
|
|
162
|
|
|
11
|
|
|
121
|
|
|
12
|
|
|||||||
Retail
|
47
|
|
1
|
|
53
|
|
1
|
|
—
|
|
|
102
|
|
|
7
|
|
|
182
|
|
|
17
|
|
|||||||
Commercial
|
17
|
|
—
|
|
28
|
|
—
|
|
1
|
|
|
46
|
|
|
3
|
|
|
40
|
|
|
4
|
|
|||||||
Land development
|
10
|
|
—
|
|
3
|
|
—
|
|
—
|
|
|
13
|
|
|
1
|
|
|
25
|
|
|
2
|
|
|||||||
Multi-use
|
—
|
|
8
|
|
4
|
|
—
|
|
—
|
|
|
12
|
|
|
1
|
|
|
43
|
|
|
4
|
|
|||||||
Other
|
—
|
|
22
|
|
—
|
|
1
|
|
28
|
|
|
51
|
|
|
4
|
|
|
6
|
|
|
1
|
|
|||||||
Other real estate construction loans (a)
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
|
3
|
|
|
—
|
|
|
26
|
|
|
2
|
|
|||||||
Total
|
$
|
786
|
|
$
|
44
|
|
$
|
499
|
|
$
|
20
|
|
$
|
98
|
|
|
$
|
1,447
|
|
|
100
|
%
|
|
$
|
1,049
|
|
|
100
|
%
|
Commercial mortgage loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Real Estate business line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Land carry
|
$
|
57
|
|
$
|
17
|
|
$
|
10
|
|
$
|
13
|
|
$
|
13
|
|
|
$
|
110
|
|
|
7
|
%
|
|
$
|
143
|
|
|
8
|
%
|
Single family
|
19
|
|
2
|
|
4
|
|
1
|
|
—
|
|
|
26
|
|
|
1
|
|
|
48
|
|
|
2
|
|
|||||||
Total residential
|
76
|
|
19
|
|
14
|
|
14
|
|
13
|
|
|
136
|
|
|
8
|
|
|
191
|
|
|
10
|
|
|||||||
Other commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Multi-family
|
202
|
|
33
|
|
81
|
|
59
|
|
3
|
|
|
378
|
|
|
22
|
|
|
376
|
|
|
20
|
|
|||||||
Retail
|
90
|
|
103
|
|
96
|
|
14
|
|
34
|
|
|
337
|
|
|
20
|
|
|
368
|
|
|
20
|
|
|||||||
Office
|
131
|
|
34
|
|
31
|
|
—
|
|
39
|
|
|
235
|
|
|
14
|
|
|
193
|
|
|
10
|
|
|||||||
Commercial
|
84
|
|
30
|
|
19
|
|
1
|
|
44
|
|
|
178
|
|
|
11
|
|
|
167
|
|
|
9
|
|
|||||||
Multi-use
|
105
|
|
7
|
|
1
|
|
—
|
|
—
|
|
|
113
|
|
|
7
|
|
|
161
|
|
|
9
|
|
|||||||
Land carry
|
34
|
|
6
|
|
13
|
|
7
|
|
2
|
|
|
62
|
|
|
4
|
|
|
122
|
|
|
6
|
|
|||||||
Other
|
56
|
|
2
|
|
22
|
|
—
|
|
—
|
|
|
80
|
|
|
5
|
|
|
69
|
|
|
4
|
|
|||||||
Other commercial mortgage loans (a)
|
28
|
|
1
|
|
125
|
|
5
|
|
—
|
|
|
159
|
|
|
9
|
|
|
226
|
|
|
12
|
|
|||||||
Total
|
$
|
806
|
|
$
|
235
|
|
$
|
402
|
|
$
|
100
|
|
$
|
135
|
|
|
$
|
1,678
|
|
|
100
|
%
|
|
$
|
1,873
|
|
|
100
|
%
|
(a)
|
Acquired loans for which complete information related to project type is not available.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||
(dollar amounts in millions)
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
|
Residential
Mortgage Loans |
|
% of
Total |
|
Home
Equity Loans |
|
% of
Total |
||||||||||||
Geographic market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michigan
|
$
|
422
|
|
|
25
|
%
|
|
$
|
808
|
|
|
53
|
%
|
|
$
|
433
|
|
|
28
|
%
|
|
$
|
871
|
|
|
57
|
%
|
California
|
705
|
|
|
41
|
|
|
436
|
|
|
29
|
|
|
523
|
|
|
35
|
|
|
404
|
|
|
26
|
|
||||
Texas
|
340
|
|
|
20
|
|
|
228
|
|
|
15
|
|
|
320
|
|
|
21
|
|
|
212
|
|
|
14
|
|
||||
Other Markets
|
230
|
|
|
14
|
|
|
45
|
|
|
3
|
|
|
251
|
|
|
16
|
|
|
50
|
|
|
3
|
|
||||
Total
|
$
|
1,697
|
|
|
100
|
%
|
|
$
|
1,517
|
|
|
100
|
%
|
|
$
|
1,527
|
|
|
100
|
%
|
|
$
|
1,537
|
|
|
100
|
%
|
|
|
Outstanding (a)
|
|
|
|
|
||||||||||||||
(in millions)
|
|
Commercial and Industrial
|
|
Banks and Other Financial Institutions
|
|
Total Outstanding
|
|
Unfunded Commitments and Guarantees
|
|
Total Exposure
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United Kingdom
|
|
$
|
97
|
|
|
$
|
2
|
|
|
$
|
99
|
|
|
$
|
242
|
|
|
$
|
341
|
|
Netherlands
|
|
61
|
|
|
—
|
|
|
61
|
|
|
89
|
|
|
150
|
|
|||||
Germany
|
|
5
|
|
|
2
|
|
|
7
|
|
|
47
|
|
|
54
|
|
|||||
Luxembourg
|
|
17
|
|
|
—
|
|
|
17
|
|
|
7
|
|
|
24
|
|
|||||
Sweden
|
|
4
|
|
|
—
|
|
|
4
|
|
|
15
|
|
|
19
|
|
|||||
Switzerland
|
|
3
|
|
|
15
|
|
|
18
|
|
|
1
|
|
|
19
|
|
|||||
Belgium
|
|
1
|
|
|
6
|
|
|
7
|
|
|
4
|
|
|
11
|
|
|||||
Italy
|
|
5
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
7
|
|
|||||
France
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
2
|
|
|||||
Spain
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total Europe
|
|
$
|
195
|
|
|
$
|
26
|
|
|
$
|
221
|
|
|
$
|
408
|
|
|
$
|
629
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
United Kingdom
|
|
$
|
110
|
|
|
$
|
10
|
|
|
$
|
120
|
|
|
$
|
149
|
|
|
$
|
269
|
|
Netherlands
|
|
61
|
|
|
—
|
|
|
61
|
|
|
72
|
|
|
133
|
|
|||||
Germany
|
|
2
|
|
|
3
|
|
|
5
|
|
|
49
|
|
|
54
|
|
|||||
Ireland
|
|
18
|
|
|
—
|
|
|
18
|
|
|
12
|
|
|
30
|
|
|||||
Switzerland
|
|
13
|
|
|
7
|
|
|
20
|
|
|
2
|
|
|
22
|
|
|||||
Luxembourg
|
|
1
|
|
|
—
|
|
|
1
|
|
|
19
|
|
|
20
|
|
|||||
Sweden
|
|
9
|
|
|
—
|
|
|
9
|
|
|
10
|
|
|
19
|
|
|||||
Belgium
|
|
2
|
|
|
—
|
|
|
2
|
|
|
15
|
|
|
17
|
|
|||||
Italy
|
|
6
|
|
|
1
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||
France
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Spain
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Total Europe
|
|
$
|
224
|
|
|
$
|
24
|
|
|
$
|
248
|
|
|
$
|
328
|
|
|
$
|
576
|
|
(a)
|
Includes funded loans, bankers acceptances and net counterparty derivative exposure.
|
(in millions)
|
Loans Maturing
|
||||||||||||||
December 31, 2012
|
Within One
Year (a)
|
|
After One
But Within
Five Years
|
|
After
Five Years
|
|
Total
|
||||||||
Commercial loans
|
$
|
12,589
|
|
|
$
|
15,023
|
|
|
$
|
1,203
|
|
|
$
|
28,815
|
|
Real estate construction loans
|
520
|
|
|
1,105
|
|
|
137
|
|
|
1,762
|
|
||||
Commercial mortgage loans (b)
|
1,723
|
|
|
4,997
|
|
|
2,065
|
|
|
8,785
|
|
||||
International loans
|
557
|
|
|
753
|
|
|
17
|
|
|
1,327
|
|
||||
Total (b)
|
$
|
15,389
|
|
|
$
|
21,878
|
|
|
$
|
3,422
|
|
|
$
|
40,689
|
|
Sensitivity of loans to changes in interest rates:
|
|
|
|
|
|
|
|
||||||||
Predetermined (fixed) interest rates
|
$
|
1,159
|
|
|
$
|
3,213
|
|
|
$
|
929
|
|
|
$
|
5,301
|
|
Floating interest rates
|
14,230
|
|
|
18,665
|
|
|
2,493
|
|
|
35,388
|
|
||||
Total
|
$
|
15,389
|
|
|
$
|
21,878
|
|
|
$
|
3,422
|
|
|
$
|
40,689
|
|
(a)
|
Includes demand loans, loans having no stated repayment schedule or maturity and overdrafts.
|
(b)
|
Excludes PCI loans with a carrying value of $2 million.
|
(in millions)
Risk Management Notional Activity
|
Interest
Rate
Contracts
|
|
Foreign
Exchange
Contracts
|
|
Totals
|
||||||
Balance at January 1, 2012
|
$
|
1,450
|
|
|
$
|
229
|
|
|
$
|
1,679
|
|
Additions
|
—
|
|
|
16,872
|
|
|
16,872
|
|
|||
Maturities/amortizations
|
—
|
|
|
(16,626
|
)
|
|
(16,626
|
)
|
|||
Balance at December 31, 2012
|
$
|
1,450
|
|
|
$
|
475
|
|
|
$
|
1,925
|
|
Additions
|
—
|
|
|
16,232
|
|
|
16,232
|
|
|||
Maturities/amortizations
|
—
|
|
|
(16,454
|
)
|
|
(16,454
|
)
|
|||
Balance at December 31, 2013
|
$
|
1,450
|
|
|
$
|
253
|
|
|
$
|
1,703
|
|
(in millions)
Customer-Initiated and Other Notional Activity
|
Interest
Rate
Contracts
|
|
Energy
Derivative
Contracts
|
|
Foreign
Exchange
Contracts
|
|
Totals
|
||||||||
Balance at January 1, 2012
|
$
|
10,541
|
|
|
$
|
2,661
|
|
|
$
|
2,842
|
|
|
$
|
16,044
|
|
Additions
|
4,286
|
|
|
5,295
|
|
|
75,883
|
|
|
85,464
|
|
||||
Maturities/amortizations
|
(2,219
|
)
|
|
(2,333
|
)
|
|
(76,470
|
)
|
|
(81,022
|
)
|
||||
Terminations
|
(566
|
)
|
|
(62
|
)
|
|
(2
|
)
|
|
(630
|
)
|
||||
Balance at December 31, 2012
|
$
|
12,042
|
|
|
$
|
5,561
|
|
|
$
|
2,253
|
|
|
$
|
19,856
|
|
Additions
|
3,167
|
|
|
3,455
|
|
|
66,534
|
|
|
73,156
|
|
||||
Maturities/amortizations
|
(2,092
|
)
|
|
(3,293
|
)
|
|
(67,023
|
)
|
|
(72,408
|
)
|
||||
Terminations
|
(1,420
|
)
|
|
(349
|
)
|
|
—
|
|
|
(1,769
|
)
|
||||
Balance at December 31, 2013
|
$
|
11,697
|
|
|
$
|
5,374
|
|
|
$
|
1,764
|
|
|
$
|
18,835
|
|
(in millions)
|
Minimum Payments Due by Period
|
||||||||||||||||||
December 31, 2013
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Deposits without a stated maturity (a)
|
$
|
47,880
|
|
|
$
|
47,880
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit and other deposits with a stated maturity (a)
|
5,412
|
|
|
4,507
|
|
|
677
|
|
|
121
|
|
|
107
|
|
|||||
Short-term borrowings (a)
|
253
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt (a)
|
3,328
|
|
|
1,256
|
|
|
1,256
|
|
|
502
|
|
|
314
|
|
|||||
Operating leases
|
504
|
|
|
71
|
|
|
125
|
|
|
95
|
|
|
213
|
|
|||||
Commitments to fund low income housing partnerships
|
128
|
|
|
87
|
|
|
36
|
|
|
2
|
|
|
3
|
|
|||||
Other long-term obligations (b)
|
273
|
|
|
58
|
|
|
81
|
|
|
25
|
|
|
109
|
|
|||||
Total contractual obligations
|
$
|
57,778
|
|
|
$
|
54,112
|
|
|
$
|
2,175
|
|
|
$
|
745
|
|
|
$
|
746
|
|
Medium- and long-term debt (parent company only) (a) (c)
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Deposits and borrowings exclude accrued interest.
|
(b)
|
Includes unrecognized tax benefits.
|
(c)
|
Parent company only amounts are included in the medium- and long-term debt minimum payments above.
|
(in millions)
|
Expected Expiration Dates by Period
|
||||||||||||||||||
December 31, 2013
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Commitments to fund indirect private equity and venture capital investments
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Unused commitments to extend credit
|
29,612
|
|
|
9,459
|
|
|
10,132
|
|
|
8,039
|
|
|
1,982
|
|
|||||
Standby letters of credit and financial guarantees
|
4,299
|
|
|
2,938
|
|
|
1,000
|
|
|
314
|
|
|
47
|
|
|||||
Commercial letters of credit
|
103
|
|
|
101
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Total commercial commitments
|
$
|
34,019
|
|
|
$
|
12,498
|
|
|
$
|
11,134
|
|
|
$
|
8,353
|
|
|
$
|
2,034
|
|
|
Comerica Incorporated
|
|
Comerica Bank
|
||
December 31, 2013
|
Rating
|
Outlook
|
|
Rating
|
Outlook
|
Standard and Poor’s
|
A-
|
Stable
|
|
A
|
Stable
|
Moody’s Investors Service
|
A3
|
Stable
|
|
A2
|
Stable
|
Fitch Ratings
|
A
|
Stable
|
|
A
|
Stable
|
DBRS
|
A
|
Stable
|
|
A (High)
|
Stable
|
|
25 Basis Point
|
||||||
(in millions)
|
Increase
|
|
Decrease
|
||||
Key Actuarial Assumption:
|
|
|
|
||||
Discount rate
|
$
|
(8.3
|
)
|
|
$
|
8.3
|
|
Long-term rate of return
|
(4.9
|
)
|
|
4.9
|
|
||
Rate of compensation increase
|
2.6
|
|
|
(2.6
|
)
|
(dollar amounts in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Tier 1 Common Capital Ratio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 capital (a)
|
$
|
6,895
|
|
|
$
|
6,705
|
|
|
$
|
6,582
|
|
|
$
|
6,027
|
|
|
$
|
7,704
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate cumulative perpetual preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,151
|
|
|||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
495
|
|
|||||
Tier 1 common capital
|
$
|
6,895
|
|
|
$
|
6,705
|
|
|
$
|
6,557
|
|
|
$
|
6,027
|
|
|
$
|
5,058
|
|
Risk-weighted assets (a)
|
$
|
64,825
|
|
|
$
|
66,115
|
|
|
$
|
63,244
|
|
|
$
|
59,506
|
|
|
$
|
61,815
|
|
Tier 1 risk-based capital ratio
|
10.64
|
%
|
|
10.14
|
%
|
|
10.41
|
%
|
|
10.13
|
%
|
|
12.46
|
%
|
|||||
Tier 1 common capital ratio
|
10.64
|
|
|
10.14
|
|
|
10.37
|
%
|
|
10.13
|
%
|
|
8.18
|
%
|
|||||
Basel III Common Equity Tier 1 Capital Ratio (estimated):
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 common capital
|
$
|
6,895
|
|
|
|
|
|
|
|
|
|
||||||||
Basel III adjustments (b)
|
(6
|
)
|
|
|
|
|
|
|
|
|
|||||||||
Basel III common equity Tier 1 capital (b)
|
$
|
6,889
|
|
|
|
|
|
|
|
|
|
||||||||
Risk-weighted assets (a)
|
$
|
64,825
|
|
|
|
|
|
|
|
|
|
||||||||
Basel III adjustments (b)
|
1,754
|
|
|
|
|
|
|
|
|
|
|||||||||
Basel III risk-weighted assets (b)
|
$
|
66,579
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 common capital ratio
|
10.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Basel III common equity Tier 1 capital ratio (estimated)
|
10.3
|
|
|
|
|
|
|
|
|
|
|||||||||
Tangible Common Equity Ratio:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total shareholder's equity
|
$
|
7,153
|
|
|
$
|
6,942
|
|
|
$
|
6,868
|
|
|
$
|
5,793
|
|
|
$
|
7,029
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed rate cumulative perpetual preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,151
|
|
|||||
Common shareholders' equity
|
7,153
|
|
|
6,942
|
|
|
6,868
|
|
|
5,793
|
|
|
4,878
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
150
|
|
|
150
|
|
|||||
Other intangible assets
|
17
|
|
|
22
|
|
|
32
|
|
|
6
|
|
|
8
|
|
|||||
Tangible common equity
|
$
|
6,501
|
|
|
$
|
6,285
|
|
|
$
|
6,201
|
|
|
$
|
5,637
|
|
|
$
|
4,720
|
|
Total assets
|
$
|
65,227
|
|
|
$
|
65,069
|
|
|
$
|
61,008
|
|
|
$
|
53,667
|
|
|
$
|
59,249
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
635
|
|
|
635
|
|
|
635
|
|
|
150
|
|
|
150
|
|
|||||
Other intangible assets
|
17
|
|
|
22
|
|
|
32
|
|
|
6
|
|
|
8
|
|
|||||
Tangible assets
|
$
|
64,575
|
|
|
$
|
64,412
|
|
|
$
|
60,341
|
|
|
$
|
53,511
|
|
|
$
|
59,091
|
|
Common equity ratio
|
10.97
|
%
|
|
10.67
|
%
|
|
11.26
|
%
|
|
10.80
|
%
|
|
8.23
|
%
|
|||||
Tangible common equity ratio
|
10.07
|
|
|
9.76
|
|
|
10.27
|
%
|
|
10.54
|
%
|
|
7.99
|
%
|
|||||
Tangible Common Equity per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common shareholders' equity
|
$
|
7,153
|
|
|
$
|
6,942
|
|
|
$
|
6,868
|
|
|
$
|
5,793
|
|
|
$
|
4,878
|
|
Tangible common equity
|
6,501
|
|
|
6,285
|
|
|
6,201
|
|
|
5,637
|
|
|
4,720
|
|
|||||
Shares of common stock outstanding (in millions)
|
182
|
|
|
188
|
|
|
197
|
|
|
177
|
|
|
151
|
|
|||||
Common shareholders' equity per share of common stock
|
$
|
39.23
|
|
|
$
|
36.87
|
|
|
$
|
34.80
|
|
|
$
|
32.82
|
|
|
$
|
32.27
|
|
Tangible common equity per share of common stock
|
35.65
|
|
|
33.38
|
|
|
31.42
|
|
|
31.94
|
|
|
31.22
|
|
(a)
|
Tier 1 capital and risk-weighted assets as defined by regulation.
|
(b)
|
Estimated ratios based on the standardized approach in the final rule for the U.S. adoption of the Basel III regulatory capital framework, excluding most elements of AOCI, as fully phased in.
|
•
|
general political, economic or industry conditions, either domestically or internationally, may be less favorable than expected;
|
•
|
governmental monetary and fiscal policies may adversely affect the financial services industry, and therefore impact the Corporation's financial condition and results of operations;
|
•
|
volatility and disruptions in global capital and credit markets may adversely impact the Corporation's business, financial condition and results of operations;
|
•
|
any reduction in the Corporation's credit rating could adversely affect the Corporation and/or the holders of its securities;
|
•
|
the soundness of other financial institutions could adversely affect the Corporation;
|
•
|
changes in regulation or oversight may have a material adverse impact on the Corporation's operations;
|
•
|
unfavorable developments concerning credit quality could adversely impact the Corporation's financial results;
|
•
|
compliance with more stringent capital and liquidity requirements may adversely affect the Corporation;
|
•
|
declines in the businesses or industries of the Corporation's customers could cause increased credit losses, which could adversely affect the Corporation;
|
•
|
operational difficulties, failure of technology infrastructure or information security incidents could adversely affect the Corporation's business and operations;
|
•
|
the introduction, implementation, withdrawal, success and timing of business initiatives and strategies may be less successful or may be different than anticipated, which could adversely affect the Corporation's business;
|
•
|
the Corporation may not be able to utilize technology to efficiently and effectively develop, market and deliver new products and services to its customers;
|
•
|
changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing, could adversely affect the Corporation's net interest income and balance sheet;
|
•
|
competitive product and pricing pressures among financial institutions within the Corporation's markets may change;
|
•
|
changes in customer behavior may adversely impact the Corporation's business, financial condition and results of operations;
|
•
|
any future strategic acquisitions or divestitures may present certain risks to the Corporation's business and operations;
|
•
|
management's ability to maintain and expand customer relationships may differ from expectations;
|
•
|
management's ability to retain key officers and employees may change;
|
•
|
legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Corporation and its subsidiaries, could adversely affect the Corporation or the financial services industry in general;
|
•
|
methods of reducing risk exposures might not be effective;
|
•
|
terrorist activities or other hostilities may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation;
|
•
|
catastrophic events, including, but not limited to, hurricanes, tornadoes, earthquakes, fires and floods, may adversely affect the general economy, financial and capital markets, specific industries, and the Corporation;
|
•
|
changes in accounting standards could materially impact the Corporation's financial statements; and
|
•
|
the Corporation's accounting policies and processes are critical to the reporting of financial condition and results of operations. They require management to make estimates about matters that are uncertain.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
1,140
|
|
|
$
|
1,395
|
|
|
|
|
|
||||
Federal funds sold
|
—
|
|
|
100
|
|
||
Interest-bearing deposits with banks
|
5,311
|
|
|
3,039
|
|
||
Other short-term investments
|
112
|
|
|
125
|
|
||
|
|
|
|
||||
Investment securities available-for-sale
|
9,307
|
|
|
10,297
|
|
||
|
|
|
|
||||
Commercial loans
|
28,815
|
|
|
29,513
|
|
||
Real estate construction loans
|
1,762
|
|
|
1,240
|
|
||
Commercial mortgage loans
|
8,787
|
|
|
9,472
|
|
||
Lease financing
|
845
|
|
|
859
|
|
||
International loans
|
1,327
|
|
|
1,293
|
|
||
Residential mortgage loans
|
1,697
|
|
|
1,527
|
|
||
Consumer loans
|
2,237
|
|
|
2,153
|
|
||
Total loans
|
45,470
|
|
|
46,057
|
|
||
Less allowance for loan losses
|
(598
|
)
|
|
(629
|
)
|
||
Net loans
|
44,872
|
|
|
45,428
|
|
||
Premises and equipment
|
594
|
|
|
622
|
|
||
Accrued income and other assets
|
3,891
|
|
|
4,063
|
|
||
Total assets
|
$
|
65,227
|
|
|
$
|
65,069
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Noninterest-bearing deposits
|
$
|
23,875
|
|
|
$
|
23,279
|
|
|
|
|
|
||||
Money market and interest-bearing checking deposits
|
22,332
|
|
|
21,273
|
|
||
Savings deposits
|
1,673
|
|
|
1,606
|
|
||
Customer certificates of deposit
|
5,063
|
|
|
5,531
|
|
||
Foreign office time deposits
|
349
|
|
|
502
|
|
||
Total interest-bearing deposits
|
29,417
|
|
|
28,912
|
|
||
Total deposits
|
53,292
|
|
|
52,191
|
|
||
Short-term borrowings
|
253
|
|
|
110
|
|
||
Accrued expenses and other liabilities
|
986
|
|
|
1,106
|
|
||
Medium- and long-term debt
|
3,543
|
|
|
4,720
|
|
||
Total liabilities
|
58,074
|
|
|
58,127
|
|
||
|
|
|
|
||||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,179
|
|
|
2,162
|
|
||
Accumulated other comprehensive loss
|
(391
|
)
|
|
(413
|
)
|
||
Retained earnings
|
6,321
|
|
|
5,931
|
|
||
Less cost of common stock in treasury - 45,860,786 shares at 12/31/13
and 39,889,610 shares at 12/31/12 |
(2,097
|
)
|
|
(1,879
|
)
|
||
Total shareholders’ equity
|
7,153
|
|
|
6,942
|
|
||
Total liabilities and shareholders’ equity
|
$
|
65,227
|
|
|
$
|
65,069
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
INTEREST INCOME
|
|
|
|
|
|
||||||
Interest and fees on loans
|
$
|
1,556
|
|
|
$
|
1,617
|
|
|
$
|
1,564
|
|
Interest on investment securities
|
214
|
|
|
234
|
|
|
233
|
|
|||
Interest on short-term investments
|
14
|
|
|
12
|
|
|
12
|
|
|||
Total interest income
|
1,784
|
|
|
1,863
|
|
|
1,809
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
||||||
Interest on deposits
|
55
|
|
|
70
|
|
|
90
|
|
|||
Interest on medium- and long-term debt
|
57
|
|
|
65
|
|
|
66
|
|
|||
Total interest expense
|
112
|
|
|
135
|
|
|
156
|
|
|||
Net interest income
|
1,672
|
|
|
1,728
|
|
|
1,653
|
|
|||
Provision for credit losses
|
46
|
|
|
79
|
|
|
144
|
|
|||
Net interest income after provision for credit losses
|
1,626
|
|
|
1,649
|
|
|
1,509
|
|
|||
NONINTEREST INCOME
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
214
|
|
|
214
|
|
|
208
|
|
|||
Fiduciary income
|
171
|
|
|
158
|
|
|
151
|
|
|||
Commercial lending fees
|
99
|
|
|
96
|
|
|
87
|
|
|||
Card fees
|
74
|
|
|
65
|
|
|
77
|
|
|||
Letter of credit fees
|
64
|
|
|
71
|
|
|
73
|
|
|||
Bank-owned life insurance
|
40
|
|
|
39
|
|
|
37
|
|
|||
Foreign exchange income
|
36
|
|
|
38
|
|
|
40
|
|
|||
Brokerage fees
|
17
|
|
|
19
|
|
|
22
|
|
|||
Net securities (losses) gains
|
(1
|
)
|
|
12
|
|
|
14
|
|
|||
Other noninterest income
|
112
|
|
|
106
|
|
|
83
|
|
|||
Total noninterest income
|
826
|
|
|
818
|
|
|
792
|
|
|||
NONINTEREST EXPENSES
|
|
|
|
|
|
||||||
Salaries
|
763
|
|
|
778
|
|
|
770
|
|
|||
Employee benefits
|
246
|
|
|
240
|
|
|
205
|
|
|||
Total salaries and employee benefits
|
1,009
|
|
|
1,018
|
|
|
975
|
|
|||
Net occupancy expense
|
160
|
|
|
163
|
|
|
169
|
|
|||
Equipment expense
|
60
|
|
|
65
|
|
|
66
|
|
|||
Outside processing fee expense
|
119
|
|
|
107
|
|
|
101
|
|
|||
Software expense
|
90
|
|
|
90
|
|
|
88
|
|
|||
Litigation-related expense
|
52
|
|
|
23
|
|
|
10
|
|
|||
FDIC insurance expense
|
33
|
|
|
38
|
|
|
43
|
|
|||
Advertising expense
|
21
|
|
|
27
|
|
|
28
|
|
|||
Other real estate expense
|
2
|
|
|
9
|
|
|
22
|
|
|||
Merger and restructuring charges
|
—
|
|
|
35
|
|
|
75
|
|
|||
Other noninterest expenses
|
176
|
|
|
182
|
|
|
194
|
|
|||
Total noninterest expenses
|
1,722
|
|
|
1,757
|
|
|
1,771
|
|
|||
Income before income taxes
|
730
|
|
|
710
|
|
|
530
|
|
|||
Provision for income taxes
|
189
|
|
|
189
|
|
|
137
|
|
|||
NET INCOME
|
541
|
|
|
521
|
|
|
393
|
|
|||
Less income allocated to participating securities
|
8
|
|
|
6
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
533
|
|
|
$
|
515
|
|
|
$
|
389
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.92
|
|
|
$
|
2.68
|
|
|
2.11
|
|
|
Diluted
|
2.85
|
|
|
2.67
|
|
|
2.09
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared on common stock
|
126
|
|
|
106
|
|
|
75
|
|
|||
Cash dividends declared per common share
|
0.68
|
|
|
0.55
|
|
|
0.40
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
|
|
|
|
||||||
NET INCOME
|
$
|
541
|
|
|
$
|
521
|
|
|
$
|
393
|
|
|
|
|
|
|
|
||||||
OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Unrealized (losses) gains on investment securities available-for-sale:
|
|
|
|
|
|
||||||
Net unrealized holding (losses) gains arising during the period
|
(343
|
)
|
|
48
|
|
|
202
|
|
|||
Less: Reclassification adjustment for net securities gains included in net income
|
1
|
|
|
14
|
|
|
21
|
|
|||
Change in net unrealized (losses) gains before income taxes
|
(344
|
)
|
|
34
|
|
|
181
|
|
|||
|
|
|
|
|
|
||||||
Defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Net gain (loss) arising during the period
|
286
|
|
|
(192
|
)
|
|
(176
|
)
|
|||
Less: Adjustments for amounts recognized as components of net periodic benefit cost:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
(89
|
)
|
|
(62
|
)
|
|
(42
|
)
|
|||
Amortization of prior service cost
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Amortization of transition obligation
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Change in defined benefit pension and other postretirement plans adjustment before income taxes
|
377
|
|
|
(123
|
)
|
|
(127
|
)
|
|||
|
|
|
|
|
|
||||||
Net gains (losses) on cash flow hedges:
|
|
|
|
|
|
||||||
Net cash flow hedge losses arising during the period
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Less: Reclassification adjustment for net cash flow hedge gains included in net income
|
—
|
|
|
—
|
|
|
1
|
|
|||
Change in net cash flow hedge losses before income taxes
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income (loss) before income taxes
|
33
|
|
|
(89
|
)
|
|
51
|
|
|||
Provision (benefit) for income taxes
|
11
|
|
|
(32
|
)
|
|
18
|
|
|||
Total other comprehensive income (loss), net of tax
|
22
|
|
|
(57
|
)
|
|
33
|
|
|||
|
|
|
|
|
|
||||||
COMPREHENSIVE INCOME
|
$
|
563
|
|
|
$
|
464
|
|
|
$
|
426
|
|
|
Common Stock
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
Total
Shareholders’
Equity
|
|||||||||||||||
(in millions, except per share data)
|
Shares
Outstanding
|
|
Amount
|
|
Capital
Surplus
|
|
|
Retained
Earnings
|
|
Treasury
Stock
|
|
|||||||||||||||
BALANCE AT DECEMBER 31, 2010
|
176.5
|
|
|
$
|
1,019
|
|
|
$
|
1,481
|
|
|
$
|
(389
|
)
|
|
$
|
5,247
|
|
|
$
|
(1,565
|
)
|
|
$
|
5,793
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
393
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||
Cash dividends declared on common stock ($0.40 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
||||||
Purchase of common stock
|
(4.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
(116
|
)
|
||||||
Acquisition of Sterling Bancshares, Inc.
|
24.3
|
|
|
122
|
|
|
681
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
803
|
|
||||||
Net issuance of common stock under employee stock plans
|
0.8
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(19
|
)
|
|
48
|
|
|
—
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||||
BALANCE AT DECEMBER 31, 2011
|
197.3
|
|
|
1,141
|
|
|
2,170
|
|
|
(356
|
)
|
|
5,546
|
|
|
(1,633
|
)
|
|
6,868
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
||||||
Cash dividends declared on common stock ($0.55 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
||||||
Purchase of common stock
|
(10.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
(308
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
1.2
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(30
|
)
|
|
63
|
|
|
(13
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||||
BALANCE AT DECEMBER 31, 2012
|
188.3
|
|
|
1,141
|
|
|
2,162
|
|
|
(413
|
)
|
|
5,931
|
|
|
(1,879
|
)
|
|
6,942
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541
|
|
|
—
|
|
|
541
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Cash dividends declared on common stock ($0.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(126
|
)
|
|
—
|
|
|
(126
|
)
|
||||||
Purchase of common stock
|
(7.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(291
|
)
|
|
(291
|
)
|
||||||
Net issuance of common stock under employee stock plans
|
1.5
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(25
|
)
|
|
72
|
|
|
30
|
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||
BALANCE AT DECEMBER 31, 2013
|
182.3
|
|
|
$
|
1,141
|
|
|
$
|
2,179
|
|
|
$
|
(391
|
)
|
|
$
|
6,321
|
|
|
$
|
(2,097
|
)
|
|
$
|
7,153
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
541
|
|
|
$
|
521
|
|
|
$
|
393
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Provision for credit losses
|
46
|
|
|
79
|
|
|
144
|
|
|||
(Benefit) provision for deferred income taxes
|
(20
|
)
|
|
158
|
|
|
79
|
|
|||
Depreciation and amortization
|
122
|
|
|
133
|
|
|
122
|
|
|||
Net periodic defined benefit cost
|
88
|
|
|
81
|
|
|
53
|
|
|||
Share-based compensation expense
|
35
|
|
|
37
|
|
|
37
|
|
|||
Net amortization of securities
|
23
|
|
|
48
|
|
|
39
|
|
|||
Accretion of loan purchase discount
|
(49
|
)
|
|
(71
|
)
|
|
(53
|
)
|
|||
Net securities losses (gains)
|
1
|
|
|
(12
|
)
|
|
(14
|
)
|
|||
Net loss/writedown on foreclosed property
|
4
|
|
|
—
|
|
|
13
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net change in:
|
|
|
|
|
|
||||||
Trading securities
|
6
|
|
|
1
|
|
|
3
|
|
|||
Accrued income receivable
|
7
|
|
|
5
|
|
|
(8
|
)
|
|||
Accrued expenses payable
|
38
|
|
|
35
|
|
|
59
|
|
|||
Other, net
|
(3
|
)
|
|
(342
|
)
|
|
(70
|
)
|
|||
Net cash provided by operating activities
|
836
|
|
|
672
|
|
|
796
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Investment securities available-for-sale:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
2,849
|
|
|
3,839
|
|
|
2,779
|
|
|||
Purchases
|
(2,225
|
)
|
|
(4,032
|
)
|
|
(4,453
|
)
|
|||
Sales
|
—
|
|
|
—
|
|
|
784
|
|
|||
Net change in loans
|
549
|
|
|
(3,498
|
)
|
|
(695
|
)
|
|||
Cash and cash equivalents acquired in acquisition of Sterling Bancshares, Inc.
|
—
|
|
|
—
|
|
|
721
|
|
|||
Sales of Federal Home Loan Bank stock
|
41
|
|
|
3
|
|
|
36
|
|
|||
Purchase of Federal Reserve Bank stock
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||
Proceeds from sales of indirect private equity and venture capital funds
|
—
|
|
|
1
|
|
|
33
|
|
|||
Proceeds from sales of foreclosed property
|
55
|
|
|
82
|
|
|
106
|
|
|||
Net increase in premises and equipment
|
(102
|
)
|
|
(55
|
)
|
|
(121
|
)
|
|||
Other, net
|
7
|
|
|
4
|
|
|
(13
|
)
|
|||
Net cash provided by (used in) investing activities
|
1,174
|
|
|
(3,656
|
)
|
|
(849
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net change in:
|
|
|
|
|
|
||||||
Deposits
|
1,229
|
|
|
4,520
|
|
|
3,296
|
|
|||
Short-term borrowings
|
143
|
|
|
40
|
|
|
(82
|
)
|
|||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
(1,080
|
)
|
|
(193
|
)
|
|
(1,517
|
)
|
|||
Common stock:
|
|
|
|
|
|
||||||
Repurchases
|
(291
|
)
|
|
(308
|
)
|
|
(116
|
)
|
|||
Cash dividends paid
|
(123
|
)
|
|
(97
|
)
|
|
(73
|
)
|
|||
Issuances under employee stock plans
|
33
|
|
|
3
|
|
|
4
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
3
|
|
|
1
|
|
|
1
|
|
|||
Other, net
|
(7
|
)
|
|
(4
|
)
|
|
13
|
|
|||
Net cash (used in) provided by financing activities
|
(93
|
)
|
|
3,962
|
|
|
1,526
|
|
|||
Net increase in cash and cash equivalents
|
1,917
|
|
|
978
|
|
|
1,473
|
|
|||
Cash and cash equivalents at beginning of period
|
4,534
|
|
|
3,556
|
|
|
2,083
|
|
|||
Cash and cash equivalents at end of period
|
$
|
6,451
|
|
|
$
|
4,534
|
|
|
$
|
3,556
|
|
Interest paid
|
$
|
114
|
|
|
$
|
135
|
|
|
$
|
151
|
|
Income taxes, tax deposits and tax-related interest paid
|
115
|
|
|
46
|
|
|
73
|
|
|||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Loans transferred to other real estate
|
14
|
|
|
42
|
|
|
69
|
|
|||
Net noncash assets acquired in stock acquisition of Sterling Bancshares, Inc.
|
—
|
|
|
—
|
|
|
82
|
|
|
Level 1
|
|
Valuation is based upon quoted prices for identical instruments traded in active markets.
|
|
|
|
|
|
Level 2
|
|
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
|
|
|
|
|
Level 3
|
|
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity and other non-debt securities
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
||||
State and municipal securities
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
||||
Total trading securities
|
108
|
|
|
103
|
|
|
5
|
|
|
—
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
45
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
8,926
|
|
|
—
|
|
|
8,926
|
|
|
—
|
|
|
||||
State and municipal securities
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
(b)
|
||||
Corporate debt securities
|
56
|
|
|
—
|
|
|
55
|
|
|
1
|
|
(b)
|
||||
Equity and other non-debt securities
|
258
|
|
|
122
|
|
|
—
|
|
|
136
|
|
(b)
|
||||
Total investment securities available-for-sale
|
9,307
|
|
|
167
|
|
|
8,981
|
|
|
159
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
380
|
|
|
—
|
|
|
380
|
|
|
—
|
|
|
||||
Energy derivative contracts
|
105
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
||||
Warrants
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
||||
Total derivative assets
|
503
|
|
|
—
|
|
|
500
|
|
|
3
|
|
|
||||
Total assets at fair value
|
$
|
9,918
|
|
|
$
|
270
|
|
|
$
|
9,486
|
|
|
$
|
162
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
102
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
14
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
||||
Other
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
||||
Total derivative liabilities
|
251
|
|
|
—
|
|
|
249
|
|
|
2
|
|
|
||||
Deferred compensation plan liabilities
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
347
|
|
|
$
|
96
|
|
|
$
|
249
|
|
|
$
|
2
|
|
|
(a)
|
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Auction-rate securities.
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
Trading securities:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
$
|
88
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Residential mortgage-backed securities (a)
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
||||
State and municipal securities
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
||||
Corporate debt securities
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
||||
Total trading securities
|
114
|
|
|
88
|
|
|
26
|
|
|
—
|
|
|
||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
||||
Residential mortgage-backed securities (a)
|
9,920
|
|
|
—
|
|
|
9,920
|
|
|
—
|
|
|
||||
State and municipal securities
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
(b)
|
||||
Corporate debt securities
|
58
|
|
|
—
|
|
|
57
|
|
|
1
|
|
(b)
|
||||
Equity and other non-debt securities
|
261
|
|
|
105
|
|
|
—
|
|
|
156
|
|
(b)
|
||||
Total investment securities available-for-sale
|
10,297
|
|
|
140
|
|
|
9,977
|
|
|
180
|
|
|
||||
Derivative assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
556
|
|
|
—
|
|
|
556
|
|
|
—
|
|
|
||||
Energy derivative contracts
|
173
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
||||
Warrants
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
||||
Total derivative assets
|
753
|
|
|
—
|
|
|
750
|
|
|
3
|
|
|
||||
Total assets at fair value
|
$
|
11,164
|
|
|
$
|
228
|
|
|
$
|
10,753
|
|
|
$
|
183
|
|
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
Energy derivative contracts
|
172
|
|
|
—
|
|
|
172
|
|
|
—
|
|
|
||||
Foreign exchange contracts
|
18
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
||||
Other
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
||||
Total derivative liabilities
|
409
|
|
|
—
|
|
|
408
|
|
|
1
|
|
|
||||
Deferred compensation plan liabilities
|
88
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
||||
Total liabilities at fair value
|
$
|
497
|
|
|
$
|
88
|
|
|
$
|
408
|
|
|
$
|
1
|
|
|
(a)
|
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Auction-rate securities.
|
|
|
|
Net Realized/Unrealized Gains (Losses) (Pretax)
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
Balance
at
Beginning
of Period
|
|
Recorded in Earnings
|
Recorded in
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
Balance
at
End of
Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(in millions)
|
|
Realized
|
Unrealized
|
|
Sales
|
|
Settlements
|
|
|
|||||||||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
(b)
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
22
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Equity and other non-debt securities (a)
|
156
|
|
|
1
|
|
(c)
|
—
|
|
|
(1
|
)
|
(b)
|
|
(20
|
)
|
|
—
|
|
|
136
|
|
|||||||
Total investment securities
available-for-sale |
180
|
|
|
1
|
|
(c)
|
—
|
|
|
1
|
|
(b)
|
|
(23
|
)
|
|
—
|
|
|
159
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Warrants
|
3
|
|
|
9
|
|
(d)
|
1
|
|
(d)
|
—
|
|
|
|
(4
|
)
|
|
(6
|
)
|
|
3
|
|
|||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
1
|
|
|
—
|
|
|
(2
|
)
|
(c)
|
—
|
|
|
|
—
|
|
|
(1
|
)
|
|
2
|
|
|||||||
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Investment securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
State and municipal securities (a)
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
(b)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
23
|
|
Corporate debt securities (a)
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Equity and other non-debt securities (a)
|
408
|
|
|
14
|
|
(c)
|
—
|
|
|
8
|
|
(b)
|
|
(274
|
)
|
|
—
|
|
|
156
|
|
|||||||
Total investment securities
available-for-sale
|
433
|
|
|
14
|
|
(c)
|
—
|
|
|
9
|
|
(b)
|
|
(276
|
)
|
|
—
|
|
|
180
|
|
|||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Warrants
|
3
|
|
|
4
|
|
(d)
|
1
|
|
(d)
|
—
|
|
|
|
(5
|
)
|
|
—
|
|
|
3
|
|
|||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Other
|
6
|
|
|
(1
|
)
|
(c)
|
(1
|
)
|
(c)
|
—
|
|
|
|
—
|
|
|
(7
|
)
|
|
1
|
|
(a)
|
Auction-rate securities.
|
(b)
|
Recorded in "net unrealized gains (losses) on investment securities available-for-sale" in other comprehensive income.
|
(c)
|
Realized and unrealized gains and losses due to changes in fair value recorded in "net securities gains (losses)" on the consolidated statements of income.
|
(d)
|
Realized and unrealized gains and losses due to changes in fair value recorded in "other noninterest income" on the consolidated statements of income.
|
(in millions)
|
|
Level 3
|
||
December 31, 2013
|
|
|
||
Loans:
|
|
|
||
Commercial
|
|
$
|
43
|
|
Real estate construction
|
|
20
|
|
|
Commercial mortgage
|
|
61
|
|
|
International
|
|
4
|
|
|
Total loans
|
|
128
|
|
|
Nonmarketable equity securities
|
|
2
|
|
|
Other real estate
|
|
5
|
|
|
Total assets at fair value
|
|
$
|
135
|
|
December 31, 2012
|
|
|
||
Loans:
|
|
|
||
Commercial
|
|
$
|
42
|
|
Real estate construction
|
|
25
|
|
|
Commercial mortgage
|
|
145
|
|
|
Lease financing
|
|
2
|
|
|
Total loans
|
|
214
|
|
|
Nonmarketable equity securities
|
|
2
|
|
|
Other real estate
|
|
24
|
|
|
Total assets at fair value
|
|
$
|
240
|
|
|
|
|
Discounted Cash Flow Model
|
||||
|
|
|
Unobservable Input
|
||||
|
Fair Value
(in millions)
|
|
Discount Rate
|
|
Workout Period
(in years)
|
||
December 31, 2013
|
|
|
|
|
|
||
State and municipal securities (a)
|
$
|
22
|
|
|
5% -10%
|
|
3 - 4
|
Equity and other non-debt securities (a)
|
136
|
|
|
5% - 8%
|
|
2 - 3
|
|
December 31, 2012
|
|
|
|
|
|
||
State and municipal securities (a)
|
$
|
23
|
|
|
6% - 10%
|
|
4 - 6
|
Equity and other non-debt securities (a)
|
156
|
|
|
4% - 6%
|
|
2 - 4
|
(a)
|
Auction-rate securities.
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,140
|
|
|
$
|
1,140
|
|
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits with banks
|
5,311
|
|
|
5,311
|
|
|
5,311
|
|
|
—
|
|
|
—
|
|
|||||
Loans held-for-sale
|
4
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
44,872
|
|
|
44,801
|
|
|
—
|
|
|
—
|
|
|
44,801
|
|
|||||
Customers’ liability on acceptances outstanding
|
11
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
12
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Restricted equity investments
|
133
|
|
|
133
|
|
|
133
|
|
|
—
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
23,875
|
|
|
23,875
|
|
|
—
|
|
|
23,875
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
24,354
|
|
|
24,354
|
|
|
—
|
|
|
24,354
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
5,063
|
|
|
5,055
|
|
|
—
|
|
|
5,055
|
|
|
—
|
|
|||||
Total deposits
|
53,292
|
|
|
53,284
|
|
|
—
|
|
|
53,284
|
|
|
—
|
|
|||||
Short-term borrowings
|
253
|
|
|
253
|
|
|
253
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
11
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
3,543
|
|
|
3,540
|
|
|
—
|
|
|
3,540
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(88
|
)
|
|
(88
|
)
|
|
—
|
|
|
—
|
|
|
(88
|
)
|
|||||
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1,395
|
|
|
$
|
1,395
|
|
|
$
|
1,395
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Federal funds sold
|
100
|
|
|
100
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|||||
Interest-bearing deposits with banks
|
3,039
|
|
|
3,039
|
|
|
3,039
|
|
|
—
|
|
|
—
|
|
|||||
Loans held-for-sale
|
12
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|||||
Total loans, net of allowance for loan losses (a)
|
45,428
|
|
|
45,649
|
|
|
—
|
|
|
—
|
|
|
45,649
|
|
|||||
Customers’ liability on acceptances outstanding
|
18
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|||||
Nonmarketable equity securities (b)
|
13
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Restricted equity investments
|
174
|
|
|
174
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Demand deposits (noninterest-bearing)
|
23,279
|
|
|
23,279
|
|
|
—
|
|
|
23,279
|
|
|
—
|
|
|||||
Interest-bearing deposits
|
23,381
|
|
|
23,381
|
|
|
—
|
|
|
23,381
|
|
|
—
|
|
|||||
Customer certificates of deposit
|
5,531
|
|
|
5,535
|
|
|
—
|
|
|
5,535
|
|
|
—
|
|
|||||
Total deposits
|
52,191
|
|
|
52,195
|
|
|
—
|
|
|
52,195
|
|
|
—
|
|
|||||
Short-term borrowings
|
110
|
|
|
110
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|||||
Acceptances outstanding
|
18
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|||||
Medium- and long-term debt
|
4,720
|
|
|
4,685
|
|
|
—
|
|
|
4,685
|
|
|
—
|
|
|||||
Credit-related financial instruments
|
(103
|
)
|
|
(103
|
)
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
(a)
|
Included
$128 million
and
$214 million
of impaired loans recorded at fair value on a nonrecurring basis at
December 31, 2013
and
2012
, respectively.
|
(b)
|
Included
$2 million
of nonmarketable equity securities recorded at fair value on a nonrecurring basis at both
December 31, 2013
and
2012
.
|
(in millions)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45
|
|
Residential mortgage-backed securities (a)
|
9,023
|
|
|
91
|
|
|
188
|
|
|
8,926
|
|
||||
State and municipal securities
|
24
|
|
|
—
|
|
|
2
|
|
|
22
|
|
||||
Corporate debt securities
|
56
|
|
|
—
|
|
|
—
|
|
|
56
|
|
||||
Equity and other non-debt securities
|
266
|
|
|
1
|
|
|
9
|
|
|
258
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
9,414
|
|
|
$
|
92
|
|
|
$
|
199
|
|
|
$
|
9,307
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2012
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
Residential mortgage-backed securities (a)
|
9,672
|
|
|
248
|
|
|
—
|
|
|
9,920
|
|
||||
State and municipal securities
|
27
|
|
|
—
|
|
|
4
|
|
|
23
|
|
||||
Corporate debt securities
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
||||
Equity and other non-debt securities
|
268
|
|
|
—
|
|
|
7
|
|
|
261
|
|
||||
Total investment securities available-for-sale (b)
|
$
|
10,060
|
|
|
$
|
248
|
|
|
$
|
11
|
|
|
$
|
10,297
|
|
(a)
|
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Included auction-rate securities at amortized cost and fair value of
$169 million
and
$159 million
, respectively, as of
December 31, 2013
and
$191 million
and
$180 million
, respectively, as of
December 31, 2012
.
|
|
Temporarily Impaired
|
|||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or more
|
|
Total
|
|||||||||||||||||||||
(in millions)
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Unrealized
Losses
|
|||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities (a)
|
$
|
5,825
|
|
|
$
|
187
|
|
|
|
$
|
11
|
|
|
$
|
1
|
|
|
|
$
|
5,836
|
|
|
$
|
188
|
|
|
State and municipal securities (b)
|
—
|
|
|
—
|
|
|
|
22
|
|
|
2
|
|
|
|
22
|
|
|
2
|
|
|
||||||
Corporate debt securities (b)
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
(c)
|
|
1
|
|
|
—
|
|
(c)
|
||||||
Equity and other non-debt securities (b)
|
—
|
|
|
—
|
|
|
|
148
|
|
|
9
|
|
|
|
148
|
|
|
9
|
|
|
||||||
Total impaired securities
|
$
|
5,825
|
|
|
$
|
187
|
|
|
|
$
|
182
|
|
|
$
|
12
|
|
|
|
$
|
6,007
|
|
|
$
|
199
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal securities (b)
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
23
|
|
|
$
|
4
|
|
|
|
$
|
23
|
|
|
$
|
4
|
|
|
Corporate debt securities (b)
|
—
|
|
|
—
|
|
|
|
1
|
|
|
—
|
|
(c)
|
|
1
|
|
|
—
|
|
(c)
|
||||||
Equity and other non-debt securities (b)
|
—
|
|
|
—
|
|
|
|
169
|
|
|
7
|
|
|
|
169
|
|
|
7
|
|
|
||||||
Total impaired securities
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
193
|
|
|
$
|
11
|
|
|
|
$
|
193
|
|
|
$
|
11
|
|
|
(a)
|
Residential mortgage-backed securities issued and/or guaranteed by U.S. government agencies or U.S. government-sponsored enterprises.
|
(b)
|
Primarily auction-rate securities.
|
(c)
|
Unrealized losses less than $0.5 million.
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Securities gains
|
$
|
1
|
|
|
$
|
14
|
|
|
$
|
22
|
|
Securities losses (a)
|
(2
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|||
Net securities (losses) gains
|
$
|
(1
|
)
|
|
$
|
12
|
|
|
$
|
14
|
|
(a)
|
Primarily charges related to a derivative contract tied to the conversion rate of Visa Class B shares.
|
|
Loans Past Due and Still Accruing
|
|
|
|
|
|
|
||||||||||||||||||||
(in millions)
|
30-59
Days
|
|
60-89
Days
|
|
90 Days
or More
|
|
Total
|
|
Nonaccrual
Loans
|
|
Current
Loans (c)
|
|
Total
Loans
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
36
|
|
|
$
|
17
|
|
|
$
|
4
|
|
|
$
|
57
|
|
|
$
|
81
|
|
|
$
|
28,677
|
|
|
$
|
28,815
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
1,427
|
|
|
1,447
|
|
|||||||
Other business lines (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
314
|
|
|
315
|
|
|||||||
Total real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
1,741
|
|
|
1,762
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
51
|
|
|
1,617
|
|
|
1,678
|
|
|||||||
Other business lines (b)
|
27
|
|
|
6
|
|
|
4
|
|
|
37
|
|
|
105
|
|
|
6,967
|
|
|
7,109
|
|
|||||||
Total commercial mortgage
|
36
|
|
|
7
|
|
|
4
|
|
|
47
|
|
|
156
|
|
|
8,584
|
|
|
8,787
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
845
|
|
|
845
|
|
|||||||
International
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
4
|
|
|
1,320
|
|
|
1,327
|
|
|||||||
Total business loans
|
72
|
|
|
24
|
|
|
11
|
|
|
107
|
|
|
262
|
|
|
41,167
|
|
|
41,536
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
15
|
|
|
3
|
|
|
—
|
|
|
18
|
|
|
53
|
|
|
1,626
|
|
|
1,697
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
6
|
|
|
2
|
|
|
—
|
|
|
8
|
|
|
33
|
|
|
1,476
|
|
|
1,517
|
|
|||||||
Other consumer
|
4
|
|
|
1
|
|
|
5
|
|
|
10
|
|
|
2
|
|
|
708
|
|
|
720
|
|
|||||||
Total consumer
|
10
|
|
|
3
|
|
|
5
|
|
|
18
|
|
|
35
|
|
|
2,184
|
|
|
2,237
|
|
|||||||
Total retail loans
|
25
|
|
|
6
|
|
|
5
|
|
|
36
|
|
|
88
|
|
|
3,810
|
|
|
3,934
|
|
|||||||
Total loans
|
$
|
97
|
|
|
$
|
30
|
|
|
$
|
16
|
|
|
$
|
143
|
|
|
$
|
350
|
|
|
$
|
44,977
|
|
|
$
|
45,470
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial
|
$
|
23
|
|
|
$
|
19
|
|
|
$
|
5
|
|
|
$
|
47
|
|
|
$
|
103
|
|
|
$
|
29,363
|
|
|
$
|
29,513
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
1,019
|
|
|
1,049
|
|
|||||||
Other business lines (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
188
|
|
|
191
|
|
|||||||
Total real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
1,207
|
|
|
1,240
|
|
|||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial Real Estate business line (a)
|
20
|
|
|
4
|
|
|
—
|
|
|
24
|
|
|
94
|
|
|
1,755
|
|
|
1,873
|
|
|||||||
Other business lines (b)
|
27
|
|
|
9
|
|
|
8
|
|
|
44
|
|
|
181
|
|
|
7,374
|
|
|
7,599
|
|
|||||||
Total commercial mortgage
|
47
|
|
|
13
|
|
|
8
|
|
|
68
|
|
|
275
|
|
|
9,129
|
|
|
9,472
|
|
|||||||
Lease financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
856
|
|
|
859
|
|
|||||||
International
|
4
|
|
|
—
|
|
|
3
|
|
|
7
|
|
|
—
|
|
|
1,286
|
|
|
1,293
|
|
|||||||
Total business loans
|
74
|
|
|
32
|
|
|
16
|
|
|
122
|
|
|
414
|
|
|
41,841
|
|
|
42,377
|
|
|||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage
|
27
|
|
|
6
|
|
|
2
|
|
|
35
|
|
|
70
|
|
|
1,422
|
|
|
1,527
|
|
|||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Home equity
|
9
|
|
|
3
|
|
|
—
|
|
|
12
|
|
|
31
|
|
|
1,494
|
|
|
1,537
|
|
|||||||
Other consumer
|
4
|
|
|
3
|
|
|
5
|
|
|
12
|
|
|
4
|
|
|
600
|
|
|
616
|
|
|||||||
Total consumer
|
13
|
|
|
6
|
|
|
5
|
|
|
24
|
|
|
35
|
|
|
2,094
|
|
|
2,153
|
|
|||||||
Total retail loans
|
40
|
|
|
12
|
|
|
7
|
|
|
59
|
|
|
105
|
|
|
3,516
|
|
|
3,680
|
|
|||||||
Total loans
|
$
|
114
|
|
|
$
|
44
|
|
|
$
|
23
|
|
|
$
|
181
|
|
|
$
|
519
|
|
|
$
|
45,357
|
|
|
$
|
46,057
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Included purchased credit-impaired (PCI) loans with a total carrying value of
$5 million
and
$36 million
at
December 31, 2013
and
2012
, respectively.
|
|
Internally Assigned Rating
|
|
|
||||||||||||||||
(in millions)
|
Pass (a)
|
|
Special
Mention (b)
|
|
Substandard (c)
|
|
Nonaccrual (d)
|
|
Total
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
27,470
|
|
|
$
|
590
|
|
|
$
|
674
|
|
|
$
|
81
|
|
|
$
|
28,815
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,399
|
|
|
13
|
|
|
15
|
|
|
20
|
|
|
1,447
|
|
|||||
Other business lines (f)
|
314
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
315
|
|
|||||
Total real estate construction
|
1,713
|
|
|
13
|
|
|
15
|
|
|
21
|
|
|
1,762
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,474
|
|
|
92
|
|
|
61
|
|
|
51
|
|
|
1,678
|
|
|||||
Other business lines (f)
|
6,596
|
|
|
145
|
|
|
263
|
|
|
105
|
|
|
7,109
|
|
|||||
Total commercial mortgage
|
8,070
|
|
|
237
|
|
|
324
|
|
|
156
|
|
|
8,787
|
|
|||||
Lease financing
|
841
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
845
|
|
|||||
International
|
1,298
|
|
|
7
|
|
|
18
|
|
|
4
|
|
|
1,327
|
|
|||||
Total business loans
|
39,392
|
|
|
850
|
|
|
1,032
|
|
|
262
|
|
|
41,536
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,635
|
|
|
3
|
|
|
6
|
|
|
53
|
|
|
1,697
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,475
|
|
|
4
|
|
|
5
|
|
|
33
|
|
|
1,517
|
|
|||||
Other consumer
|
708
|
|
|
3
|
|
|
7
|
|
|
2
|
|
|
720
|
|
|||||
Total consumer
|
2,183
|
|
|
7
|
|
|
12
|
|
|
35
|
|
|
2,237
|
|
|||||
Total retail loans
|
3,818
|
|
|
10
|
|
|
18
|
|
|
88
|
|
|
3,934
|
|
|||||
Total loans
|
$
|
43,210
|
|
|
$
|
860
|
|
|
$
|
1,050
|
|
|
$
|
350
|
|
|
$
|
45,470
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
28,198
|
|
|
$
|
654
|
|
|
$
|
558
|
|
|
$
|
103
|
|
|
$
|
29,513
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
928
|
|
|
70
|
|
|
21
|
|
|
30
|
|
|
1,049
|
|
|||||
Other business lines (f)
|
178
|
|
|
1
|
|
|
9
|
|
|
3
|
|
|
191
|
|
|||||
Total real estate construction
|
1,106
|
|
|
71
|
|
|
30
|
|
|
33
|
|
|
1,240
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (e)
|
1,526
|
|
|
166
|
|
|
87
|
|
|
94
|
|
|
1,873
|
|
|||||
Other business lines (f)
|
6,860
|
|
|
181
|
|
|
377
|
|
|
181
|
|
|
7,599
|
|
|||||
Total commercial mortgage
|
8,386
|
|
|
347
|
|
|
464
|
|
|
275
|
|
|
9,472
|
|
|||||
Lease financing
|
841
|
|
|
8
|
|
|
7
|
|
|
3
|
|
|
859
|
|
|||||
International
|
1,230
|
|
|
57
|
|
|
6
|
|
|
—
|
|
|
1,293
|
|
|||||
Total business loans
|
39,761
|
|
|
1,137
|
|
|
1,065
|
|
|
414
|
|
|
42,377
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
1,439
|
|
|
11
|
|
|
7
|
|
|
70
|
|
|
1,527
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
1,495
|
|
|
5
|
|
|
6
|
|
|
31
|
|
|
1,537
|
|
|||||
Other consumer
|
586
|
|
|
17
|
|
|
9
|
|
|
4
|
|
|
616
|
|
|||||
Total consumer
|
2,081
|
|
|
22
|
|
|
15
|
|
|
35
|
|
|
2,153
|
|
|||||
Total retail loans
|
3,520
|
|
|
33
|
|
|
22
|
|
|
105
|
|
|
3,680
|
|
|||||
Total loans
|
$
|
43,281
|
|
|
$
|
1,170
|
|
|
$
|
1,087
|
|
|
$
|
519
|
|
|
$
|
46,057
|
|
(a)
|
Includes all loans not included in the categories of special mention, substandard or nonaccrual.
|
(b)
|
Special mention loans are accruing loans that have potential credit weaknesses that deserve management’s close attention, such as loans to borrowers who may be experiencing financial difficulties that may result in deterioration of repayment prospects from the borrower at some future date. This category is generally consistent with the "special mention" category as defined by regulatory authorities.
|
(c)
|
Substandard loans are accruing loans that have a well-defined weakness, or weaknesses, such as loans to borrowers who may be experiencing losses from operations or inadequate liquidity of a degree and duration that jeopardizes the orderly repayment of the loan. Substandard loans also are distinguished by the distinct possibility of loss in the future if these weaknesses are not corrected. PCI loans are included in the substandard category. This category is generally consistent with the "substandard" category as defined by regulatory authorities.
|
(d)
|
Nonaccrual loans are loans for which the accrual of interest has been discontinued. For further information regarding nonaccrual loans, refer to the Nonperforming Assets subheading in Note 1 - Summary of Significant Accounting Policies. A significant majority of nonaccrual loans are generally consistent with the "substandard" category and the remainder are generally consistent with the "doubtful" category as defined by regulatory authorities.
|
(e)
|
Primarily loans to real estate developers.
|
(f)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Nonaccrual loans
|
$
|
350
|
|
|
$
|
519
|
|
Reduced-rate loans (a)
|
24
|
|
|
22
|
|
||
Total nonperforming loans
|
374
|
|
|
541
|
|
||
Foreclosed property
|
9
|
|
|
54
|
|
||
Total nonperforming assets
|
$
|
383
|
|
|
$
|
595
|
|
(a)
|
Reduced-rate business loans totaled
$4 million
and
$6 million
at
December 31, 2013
and
2012
, respectively, and reduced-rate retail loans totaled
$20 million
and
$16 million
at
December 31, 2013
and
2012
, respectively.
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||||||||
(in millions)
|
Business Loans
|
Retail Loans
|
|
Total
|
|
Business Loans
|
Retail Loans
|
|
Total
|
|
Business Loans
|
Retail Loans
|
|
Total
|
||||||||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of period
|
$
|
552
|
|
$
|
77
|
|
|
$
|
629
|
|
|
$
|
648
|
|
$
|
78
|
|
|
$
|
726
|
|
|
$
|
824
|
|
$
|
77
|
|
|
$
|
901
|
|
Loan charge-offs
|
(130
|
)
|
(23
|
)
|
|
(153
|
)
|
|
(212
|
)
|
(33
|
)
|
|
(245
|
)
|
|
(375
|
)
|
(48
|
)
|
|
(423
|
)
|
|||||||||
Recoveries on loans previously charged-off
|
70
|
|
10
|
|
|
80
|
|
|
65
|
|
10
|
|
|
75
|
|
|
89
|
|
6
|
|
|
95
|
|
|||||||||
Net loan charge-offs
|
(60
|
)
|
(13
|
)
|
|
(73
|
)
|
|
(147
|
)
|
(23
|
)
|
|
(170
|
)
|
|
(286
|
)
|
(42
|
)
|
|
(328
|
)
|
|||||||||
Provision for loan losses
|
39
|
|
3
|
|
|
42
|
|
|
51
|
|
22
|
|
|
73
|
|
|
110
|
|
43
|
|
|
153
|
|
|||||||||
Balance at end of period
|
$
|
531
|
|
$
|
67
|
|
|
$
|
598
|
|
|
$
|
552
|
|
$
|
77
|
|
|
$
|
629
|
|
|
$
|
648
|
|
$
|
78
|
|
|
$
|
726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
As a percentage of total loans
|
1.28
|
%
|
1.70
|
%
|
|
1.32
|
%
|
|
1.30
|
%
|
2.10
|
%
|
|
1.37
|
%
|
|
1.67
|
%
|
2.04
|
%
|
|
1.70
|
%
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
57
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
76
|
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
149
|
|
$
|
4
|
|
|
$
|
153
|
|
Collectively evaluated for impairment
|
474
|
|
67
|
|
|
541
|
|
|
476
|
|
77
|
|
|
553
|
|
|
499
|
|
74
|
|
|
573
|
|
|||||||||
Total allowance for loan losses
|
$
|
531
|
|
$
|
67
|
|
|
$
|
598
|
|
|
$
|
552
|
|
$
|
77
|
|
|
$
|
629
|
|
|
$
|
648
|
|
$
|
78
|
|
|
$
|
726
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Individually evaluated for impairment
|
$
|
223
|
|
$
|
51
|
|
|
$
|
274
|
|
|
$
|
368
|
|
$
|
51
|
|
|
$
|
419
|
|
|
$
|
719
|
|
$
|
52
|
|
|
$
|
771
|
|
Collectively evaluated for impairment
|
41,311
|
|
3,880
|
|
|
45,191
|
|
|
41,979
|
|
3,623
|
|
|
45,602
|
|
|
38,068
|
|
3,753
|
|
|
41,821
|
|
|||||||||
PCI loans (a)
|
2
|
|
3
|
|
|
5
|
|
|
30
|
|
6
|
|
|
36
|
|
|
81
|
|
6
|
|
|
87
|
|
|||||||||
Total loans evaluated for impairment
|
$
|
41,536
|
|
$
|
3,934
|
|
|
$
|
45,470
|
|
|
$
|
42,377
|
|
$
|
3,680
|
|
|
$
|
46,057
|
|
|
$
|
38,868
|
|
$
|
3,811
|
|
|
$
|
42,679
|
|
|
Recorded Investment In:
|
|
|
|
|
||||||||||||||
(in millions)
|
Impaired
Loans with
No Related
Allowance
|
|
Impaired
Loans with
Related
Allowance
|
|
Total
Impaired
Loans
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
for Loan
Losses
|
||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
10
|
|
|
$
|
64
|
|
|
$
|
74
|
|
|
$
|
121
|
|
|
$
|
26
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
20
|
|
|
20
|
|
|
24
|
|
|
3
|
|
|||||
Other business lines (b)
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|||||
Total real estate construction
|
—
|
|
|
21
|
|
|
21
|
|
|
25
|
|
|
3
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
60
|
|
|
60
|
|
|
104
|
|
|
12
|
|
|||||
Other business lines (b)
|
1
|
|
|
63
|
|
|
64
|
|
|
90
|
|
|
15
|
|
|||||
Total commercial mortgage
|
1
|
|
|
123
|
|
|
124
|
|
|
194
|
|
|
27
|
|
|||||
International
|
—
|
|
|
4
|
|
|
4
|
|
|
4
|
|
|
1
|
|
|||||
Total business loans
|
11
|
|
|
212
|
|
|
223
|
|
|
344
|
|
|
57
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
35
|
|
|
—
|
|
|
35
|
|
|
42
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
12
|
|
|
—
|
|
|
12
|
|
|
17
|
|
|
—
|
|
|||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
12
|
|
|
—
|
|
|||||
Total consumer
|
16
|
|
|
—
|
|
|
16
|
|
|
29
|
|
|
—
|
|
|||||
Total retail loans (c)
|
51
|
|
|
—
|
|
|
51
|
|
|
71
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
62
|
|
|
$
|
212
|
|
|
$
|
274
|
|
|
$
|
415
|
|
|
$
|
57
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
2
|
|
|
$
|
117
|
|
|
$
|
119
|
|
|
$
|
207
|
|
|
$
|
26
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
26
|
|
|
26
|
|
|
31
|
|
|
4
|
|
|||||
Other business lines (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||||
Total real estate construction
|
—
|
|
|
26
|
|
|
26
|
|
|
32
|
|
|
4
|
|
|||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
99
|
|
|
99
|
|
|
159
|
|
|
18
|
|
|||||
Other business lines (b)
|
—
|
|
|
122
|
|
|
122
|
|
|
167
|
|
|
28
|
|
|||||
Total commercial mortgage
|
—
|
|
|
221
|
|
|
221
|
|
|
326
|
|
|
46
|
|
|||||
Lease financing
|
—
|
|
|
2
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|||||
Total business loans
|
2
|
|
|
366
|
|
|
368
|
|
|
570
|
|
|
76
|
|
|||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgage
|
39
|
|
|
—
|
|
|
39
|
|
|
48
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
||||||||||
Home equity
|
8
|
|
|
—
|
|
|
8
|
|
|
10
|
|
|
—
|
|
|||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
10
|
|
|
—
|
|
|||||
Total consumer
|
12
|
|
|
—
|
|
|
12
|
|
|
20
|
|
|
—
|
|
|||||
Total retail loans (c)
|
51
|
|
|
—
|
|
|
51
|
|
|
68
|
|
|
—
|
|
|||||
Total individually evaluated impaired loans
|
$
|
53
|
|
|
$
|
366
|
|
|
$
|
419
|
|
|
$
|
638
|
|
|
$
|
76
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Individually evaluated retail loans had no related allowance for loan losses, primarily due to policy changes which result in direct write-downs of restructured retail loans.
|
|
Individually Evaluated Impaired Loans
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(in millions)
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
|
Average Balance for the Period
|
|
Interest Income Recognized for the Period
|
||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial
|
$
|
99
|
|
|
$
|
2
|
|
|
$
|
195
|
|
|
$
|
4
|
|
|
$
|
251
|
|
|
$
|
5
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial Real Estate business line (a)
|
25
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
153
|
|
|
—
|
|
||||||
Other business lines (b)
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Total real estate construction
|
25
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
155
|
|
|
—
|
|
||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial Real Estate business line (a)
|
81
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
180
|
|
|
—
|
|
||||||
Other business lines (b)
|
105
|
|
|
3
|
|
|
177
|
|
|
4
|
|
|
220
|
|
|
4
|
|
||||||
Total commercial mortgage
|
186
|
|
|
3
|
|
|
316
|
|
|
4
|
|
|
400
|
|
|
4
|
|
||||||
Lease financing
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||
International
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||||
Total business loans
|
311
|
|
|
5
|
|
|
578
|
|
|
8
|
|
|
817
|
|
|
9
|
|
||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
35
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
42
|
|
|
1
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Home equity
|
8
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other consumer
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||
Total consumer
|
12
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||||
Total retail loans
|
47
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
48
|
|
|
1
|
|
||||||
Total individually evaluated impaired loans
|
$
|
358
|
|
|
$
|
5
|
|
|
$
|
628
|
|
|
$
|
8
|
|
|
$
|
865
|
|
|
$
|
10
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
|
2013
|
|
2012
|
||||||||||||||||||||||||
|
Type of Modification
|
|
|
Type of Modification
|
|
||||||||||||||||||||||
(in millions)
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
AB Note Restructures (b)
|
Total Modifications
|
|
Principal Deferrals (a)
|
Interest Rate Reductions
|
AB Note Restructures (b)
|
Total Modifications
|
||||||||||||||||||
Years Ended December 31
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Business loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial
|
$
|
21
|
|
|
$
|
—
|
|
$
|
8
|
|
$
|
29
|
|
|
$
|
18
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18
|
|
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Real Estate business line (c)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
|
—
|
|
—
|
|
1
|
|
||||||||
Commercial mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Commercial Real Estate business line (c)
|
32
|
|
|
—
|
|
—
|
|
32
|
|
|
19
|
|
|
—
|
|
18
|
|
37
|
|
||||||||
Other business lines (d)
|
8
|
|
|
—
|
|
11
|
|
19
|
|
|
20
|
|
|
2
|
|
—
|
|
22
|
|
||||||||
Total commercial mortgage
|
40
|
|
|
—
|
|
11
|
|
51
|
|
|
39
|
|
|
2
|
|
18
|
|
59
|
|
||||||||
Total business loans
|
61
|
|
|
—
|
|
19
|
|
80
|
|
|
58
|
|
|
2
|
|
18
|
|
78
|
|
||||||||
Retail loans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgage
|
3
|
|
(e)
|
2
|
|
—
|
|
5
|
|
|
8
|
|
(e)
|
1
|
|
—
|
|
9
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Home equity
|
7
|
|
(e)
|
2
|
|
—
|
|
9
|
|
|
3
|
|
(e)
|
—
|
|
—
|
|
3
|
|
||||||||
Other consumer
|
2
|
|
(e)
|
—
|
|
—
|
|
2
|
|
|
1
|
|
(e)
|
1
|
|
—
|
|
2
|
|
||||||||
Total consumer
|
9
|
|
|
2
|
|
—
|
|
11
|
|
|
4
|
|
|
1
|
|
—
|
|
5
|
|
||||||||
Total retail loans
|
12
|
|
|
4
|
|
—
|
|
16
|
|
|
12
|
|
|
2
|
|
—
|
|
14
|
|
||||||||
Total loans
|
$
|
73
|
|
|
$
|
4
|
|
$
|
19
|
|
$
|
96
|
|
|
$
|
70
|
|
|
$
|
4
|
|
$
|
18
|
|
$
|
92
|
|
(a)
|
Primarily represents loan balances where terms were extended
90
days or more at or above contractual interest rates.
|
(b)
|
Loan restructurings whereby the original loan is restructured into two notes: an "A" note, which generally reflects the portion of the modified loan which is expected to be collected; and a "B" note, which is either fully charged off or exchanged for an equity interest.
|
(c)
|
Primarily loans to real estate developers.
|
(d)
|
Primarily loans secured by owner-occupied real estate.
|
(e)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
|
2013
|
|
2012
|
||||||||||||
(in millions)
|
Balance at December 31
|
Subsequent Default in the Year Ended December 31
|
|
Balance at December 31
|
Subsequent Default in the Year Ended December 31
|
||||||||||
Principal deferrals:
|
|
|
|
|
|
|
|
||||||||
Business loans:
|
|
|
|
|
|
|
|
||||||||
Commercial
|
$
|
21
|
|
|
$
|
11
|
|
|
$
|
18
|
|
|
$
|
7
|
|
Real estate construction:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Commercial mortgage:
|
|
|
|
|
|
|
|
||||||||
Commercial Real Estate business line (a)
|
32
|
|
|
19
|
|
|
19
|
|
|
18
|
|
||||
Other business lines (b)
|
8
|
|
|
5
|
|
|
20
|
|
|
15
|
|
||||
Total commercial mortgage
|
40
|
|
|
24
|
|
|
39
|
|
|
33
|
|
||||
Total business loans
|
61
|
|
|
35
|
|
|
58
|
|
|
41
|
|
||||
Retail loans:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage
|
3
|
|
(c)
|
—
|
|
|
8
|
|
(c)
|
—
|
|
||||
Consumer:
|
|
|
|
|
|
|
|
||||||||
Home equity
|
7
|
|
(c)
|
—
|
|
|
3
|
|
(c)
|
—
|
|
||||
Other consumer
|
2
|
|
(c)
|
—
|
|
|
1
|
|
(c)
|
—
|
|
||||
Total consumer
|
9
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total retail loans
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Total principal deferrals
|
$
|
73
|
|
|
$
|
35
|
|
|
$
|
70
|
|
|
$
|
41
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(c)
|
Includes bankruptcy loans for which the court has discharged the borrower's obligation and the borrower has not reaffirmed the debt.
|
(in millions)
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
||||
Balance at beginning of period
|
$
|
16
|
|
|
$
|
25
|
|
Reclassifications from nonaccretable
|
28
|
|
|
8
|
|
||
Accretion
|
(29
|
)
|
|
(17
|
)
|
||
Balance at end of period
|
$
|
15
|
|
|
$
|
16
|
|
(a)
|
Primarily loans to real estate developers.
|
(b)
|
Primarily loans secured by owner-occupied real estate.
|
(in millions)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
Land
|
$
|
90
|
|
|
$
|
90
|
|
Buildings and improvements
|
830
|
|
|
816
|
|
||
Furniture and equipment
|
515
|
|
|
509
|
|
||
Total cost
|
1,435
|
|
|
1,415
|
|
||
Less: Accumulated depreciation and amortization
|
(841
|
)
|
|
(793
|
)
|
||
Net book value
|
$
|
594
|
|
|
$
|
622
|
|
(in millions)
|
|
|
|
||||||
December 31
|
2013
|
2012
|
2011
|
||||||
Business Bank
|
$
|
380
|
|
$
|
380
|
|
$
|
380
|
|
Retail Bank
|
194
|
|
194
|
|
194
|
|
|||
Wealth Management
|
61
|
|
61
|
|
61
|
|
|||
Total
|
$
|
635
|
|
$
|
635
|
|
$
|
635
|
|
(in millions)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
Gross carrying amount
|
$
|
34
|
|
|
$
|
34
|
|
Accumulated amortization
|
(18
|
)
|
|
(14
|
)
|
||
Net carrying amount
|
$
|
16
|
|
|
$
|
20
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||
(in millions)
|
Notional/
Contract
Amount (a)
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
|
Notional/
Contract
Amount (a)
|
|
Gross Derivative Assets
|
|
Gross Derivative Liabilities
|
||||||||||||
Risk management purposes
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Swaps - fair value - receive fixed/pay floating
|
$
|
1,450
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
1,450
|
|
|
$
|
290
|
|
|
$
|
—
|
|
Derivatives used as economic hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards and swaps
|
253
|
|
|
1
|
|
|
—
|
|
|
475
|
|
|
1
|
|
|
—
|
|
||||||
Total risk management purposes
|
1,703
|
|
|
199
|
|
|
—
|
|
|
1,925
|
|
|
291
|
|
|
—
|
|
||||||
Customer-initiated and other activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
277
|
|
|
—
|
|
|
1
|
|
|
545
|
|
|
—
|
|
|
3
|
|
||||||
Caps and floors purchased
|
277
|
|
|
1
|
|
|
—
|
|
|
545
|
|
|
3
|
|
|
—
|
|
||||||
Swaps
|
11,143
|
|
|
181
|
|
|
132
|
|
|
10,952
|
|
|
263
|
|
|
215
|
|
||||||
Total interest rate contracts
|
11,697
|
|
|
182
|
|
|
133
|
|
|
12,042
|
|
|
266
|
|
|
218
|
|
||||||
Energy contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Caps and floors written
|
1,325
|
|
|
1
|
|
|
48
|
|
|
1,873
|
|
|
—
|
|
|
112
|
|
||||||
Caps and floors purchased
|
1,325
|
|
|
48
|
|
|
1
|
|
|
1,873
|
|
|
112
|
|
|
—
|
|
||||||
Swaps
|
2,724
|
|
|
56
|
|
|
53
|
|
|
1,815
|
|
|
61
|
|
|
60
|
|
||||||
Total energy contracts
|
5,374
|
|
|
105
|
|
|
102
|
|
|
5,561
|
|
|
173
|
|
|
172
|
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Spot, forwards, options and swaps
|
1,764
|
|
|
14
|
|
|
14
|
|
|
2,253
|
|
|
20
|
|
|
18
|
|
||||||
Total customer-initiated and other activities
|
18,835
|
|
|
301
|
|
|
249
|
|
|
19,856
|
|
|
459
|
|
|
408
|
|
||||||
Total gross derivatives
|
$
|
20,538
|
|
|
500
|
|
|
249
|
|
|
$
|
21,781
|
|
|
750
|
|
|
408
|
|
||||
Amounts offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Netting adjustment - Offsetting derivative assets/liabilities
|
|
|
(187
|
)
|
|
(187
|
)
|
|
|
|
(279
|
)
|
|
(279
|
)
|
||||||||
Netting adjustment - Cash collateral received/posted
|
|
|
(2
|
)
|
|
(10
|
)
|
|
|
|
(11
|
)
|
|
—
|
|
||||||||
Net derivatives included in the consolidated balance sheets (b)
|
|
|
311
|
|
|
52
|
|
|
|
|
|
460
|
|
|
129
|
|
|||||||
Amounts not offset in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Marketable securities pledged under bilateral collateral agreements
|
|
|
(138
|
)
|
|
(10
|
)
|
|
|
|
(180
|
)
|
|
(56
|
)
|
||||||||
Net derivatives after deducting amounts not offset in the consolidated balance sheets
|
|
|
|
$
|
173
|
|
|
$
|
42
|
|
|
|
|
|
$
|
280
|
|
|
$
|
73
|
|
(a)
|
Notional or contractual amounts, which represent the extent of involvement in the derivatives market, are used to determine the contractual cash flows required in accordance with the terms of the agreement. These amounts are typically not exchanged, significantly exceed amounts subject to credit or market risk and are not reflected in the consolidated balance sheets.
|
(b)
|
Net derivative assets are included in “accrued income and other assets” and net derivative liabilities are included in “accrued expenses and other liabilities” on the consolidated balance sheets. Included in the fair value of net derivative assets and net derivative liabilities are credit valuation adjustments reflecting counterparty credit risk and credit risk of the Corporation. The fair value of net derivative assets included credit valuation adjustments for counterparty credit risk of
$2 million
and
$4 million
at
December 31, 2013
and
2012
, respectively.
|
|
|
|
Weighted Average
|
|||||||||
(dollar amounts in millions)
|
Notional
Amount
|
|
Remaining
Maturity
(in years)
|
|
Receive Rate
|
|
Pay Rate (a)
|
|||||
December 31, 2013
|
|
|
|
|
|
|
|
|||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|||||
Medium- and long-term debt designation
|
$
|
1,450
|
|
|
3.4
|
|
|
5.45
|
%
|
|
0.38
|
%
|
December 31, 2012
|
|
|
|
|
|
|
|
|||||
Swaps - fair value - receive fixed/pay floating rate
|
|
|
|
|
|
|
|
|||||
Medium- and long-term debt designation
|
1,450
|
|
|
4.4
|
|
|
5.45
|
|
|
0.62
|
|
(a)
|
Variable rates paid on receive fixed swaps are based on six-month LIBOR rates in effect at
December 31, 2013
and
2012
.
|
(in millions)
|
|
|
|
|
|
||||
Years Ended December 31
|
|
Location of Gain
|
2013
|
|
2012
|
||||
Interest rate contracts
|
|
Other noninterest income
|
$
|
22
|
|
|
$
|
22
|
|
Energy contracts
|
|
Other noninterest income
|
3
|
|
|
3
|
|
||
Foreign exchange contracts
|
|
Foreign exchange income
|
35
|
|
|
35
|
|
||
Total
|
|
|
$
|
60
|
|
|
$
|
60
|
|
(in millions)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
Unused commitments to extend credit:
|
|
|
|
||||
Commercial and other
|
$
|
27,728
|
|
|
$
|
25,659
|
|
Bankcard, revolving check credit and home equity loan commitments
|
1,889
|
|
|
1,681
|
|
||
Total unused commitments to extend credit
|
$
|
29,617
|
|
|
$
|
27,340
|
|
Standby letters of credit
|
$
|
4,297
|
|
|
$
|
4,985
|
|
Commercial letters of credit
|
103
|
|
|
78
|
|
||
Other credit-related financial instruments
|
2
|
|
|
1
|
|
(dollar amounts in millions)
|
December 31, 2013
|
|
December 31, 2012
|
||||
Total criticized standby and commercial letters of credit
|
$
|
69
|
|
|
$
|
133
|
|
As a percentage of total outstanding standby and commercial letters of credit
|
1.6
|
%
|
|
2.6
|
%
|
(a)
|
Income tax credits from low income housing tax credit/historic rehabilitation tax credit partnerships.
|
(in millions)
|
|
||
Years Ending December 31
|
|
||
2014
|
$
|
4,507
|
|
2015
|
567
|
|
|
2016
|
110
|
|
|
2017
|
47
|
|
|
2018
|
74
|
|
|
Thereafter
|
107
|
|
|
Total
|
$
|
5,412
|
|
(dollar amounts in millions)
|
Federal Funds Purchased
and Securities Sold Under
Agreements to Repurchase
|
|
Other
Short-term
Borrowings
|
||||
December 31, 2013
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
253
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
0.05
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
277
|
|
|
$
|
—
|
|
Average balance outstanding during the year
|
211
|
|
|
—
|
|
||
Weighted average interest rate during the year
|
0.07
|
%
|
|
—
|
%
|
||
December 31, 2012
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
87
|
|
|
$
|
23
|
|
Weighted average interest rate at year-end
|
0.11
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
87
|
|
|
$
|
23
|
|
Average balance outstanding during the year
|
76
|
|
|
—
|
|
||
Weighted average interest rate during the year
|
0.12
|
%
|
|
—
|
%
|
||
December 31, 2011
|
|
|
|
||||
Amount outstanding at year-end
|
$
|
70
|
|
|
$
|
—
|
|
Weighted average interest rate at year-end
|
0.05
|
%
|
|
—
|
%
|
||
Maximum month-end balance during the year
|
$
|
317
|
|
|
$
|
18
|
|
Average balance outstanding during the year
|
137
|
|
|
1
|
|
||
Weighted average interest rate during the year
|
0.09
|
%
|
|
4.33
|
%
|
(in millions)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
Parent company
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
4.80% subordinated notes due 2015 (a)
|
$
|
318
|
|
|
$
|
330
|
|
Medium-term notes:
|
|
|
|
||||
3.00% notes due 2015
|
299
|
|
|
299
|
|
||
Total parent company
|
617
|
|
|
629
|
|
||
Subsidiaries
|
|
|
|
||||
Subordinated notes:
|
|
|
|
||||
7.375% subordinated notes due 2013
|
—
|
|
|
51
|
|
||
Floating-rate based on LIBOR index subordinated note due 2013
|
—
|
|
|
26
|
|
||
5.70% subordinated notes due 2014 (a)
|
255
|
|
|
267
|
|
||
5.75% subordinated notes due 2016 (a)
|
681
|
|
|
694
|
|
||
5.20% subordinated notes due 2017 (a)
|
566
|
|
|
593
|
|
||
8.375% subordinated notes due 2024 (callable at par in 2014)
|
183
|
|
|
186
|
|
||
7.875% subordinated notes due 2026 (a)
|
213
|
|
|
241
|
|
||
Total subordinated notes
|
1,898
|
|
|
2,058
|
|
||
Federal Home Loan Bank advances:
|
|
|
|
||||
Floating-rate based on LIBOR indices due 2013 to 2014
|
1,000
|
|
|
2,000
|
|
||
Other notes:
|
|
|
|
||||
6.0% - 6.4% fixed-rate notes due 2020
|
28
|
|
|
33
|
|
||
Total subsidiaries
|
2,926
|
|
|
4,091
|
|
||
Total medium- and long-term debt
|
$
|
3,543
|
|
|
$
|
4,720
|
|
(a)
|
The carrying value of medium- and long-term debt has been adjusted to reflect the gain attributable to the risk hedged with interest rate swaps.
|
(shares in thousands)
|
Total Number of Shares and Warrants Purchased as
Part of Publicly Announced Repurchase Plans or Programs
|
|
Remaining
Repurchase
Authorization (a)
|
|
Total Number
of Shares
Purchased (b)
|
|
Average Price
Paid Per
Share
|
|
Average Price Paid Per
Warrant (c)
|
|||||||
Total first quarter 2013
|
2,090
|
|
|
13,461
|
|
|
2,182
|
|
|
33.94
|
|
|
—
|
|
||
Total second quarter 2013
|
1,910
|
|
|
21,551
|
|
(d)
|
1,913
|
|
|
37.67
|
|
|
—
|
|
||
Total third quarter 2013
|
1,714
|
|
|
19,837
|
|
|
1,737
|
|
|
41.98
|
|
|
—
|
|
||
October 2013
|
1,057
|
|
|
18,780
|
|
|
1,060
|
|
|
40.37
|
|
|
—
|
|
||
November 2013
|
470
|
|
|
18,310
|
|
|
470
|
|
|
44.63
|
|
|
—
|
|
||
December 2013
|
183
|
|
|
18,127
|
|
|
183
|
|
|
45.29
|
|
|
—
|
|
||
Total fourth quarter 2013
|
1,710
|
|
|
18,127
|
|
|
1,713
|
|
|
42.07
|
|
|
—
|
|
||
Total 2013
|
7,424
|
|
|
18,127
|
|
|
7,545
|
|
|
$
|
38.58
|
|
|
$
|
—
|
|
(a)
|
Maximum number of shares and warrants that may yet be purchased under the publicly announced plans or programs.
|
(b)
|
Includes approximately
122,000
shares purchased pursuant to deferred compensation plans and shares purchased from employees to pay for taxes related to restricted stock vesting under the terms of an employee share-based compensation plan during the year ended
December 31, 2013
. These transactions are not considered part of the Corporation's repurchase program.
|
(c)
|
The Corporation made no repurchases of warrants under the repurchase program during the year ended
December 31, 2013
.
|
(d)
|
Includes the impact of the additional share repurchase authorization approved by the Board on April 23, 2013.
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Accumulated net unrealized (losses) gains on investment securities available-for-sale:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
150
|
|
|
$
|
129
|
|
|
$
|
14
|
|
|
|
|
|
|
|
||||||
Net unrealized holding (losses) gains arising during the period
|
(343
|
)
|
|
48
|
|
|
202
|
|
|||
Less: (Benefit) provision for income taxes
|
(126
|
)
|
|
18
|
|
|
74
|
|
|||
Net unrealized holding (losses) gains arising during the period, net of tax
|
(217
|
)
|
|
30
|
|
|
128
|
|
|||
Less:
|
|
|
|
|
|
||||||
Net realized gains included in net securities gains
|
1
|
|
|
14
|
|
|
21
|
|
|||
Less: Provision for income taxes
|
—
|
|
|
5
|
|
|
8
|
|
|||
Reclassification adjustment for net securities gains included in net income, net of tax
|
1
|
|
|
9
|
|
|
13
|
|
|||
Change in net unrealized (losses) gains on investment securities available-for-sale, net of tax
|
(218
|
)
|
|
21
|
|
|
115
|
|
|||
Balance at end of period, net of tax
|
$
|
(68
|
)
|
|
$
|
150
|
|
|
$
|
129
|
|
|
|
|
|
|
|
||||||
Accumulated defined benefit pension and other postretirement plans adjustment:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
(563
|
)
|
|
$
|
(485
|
)
|
|
$
|
(405
|
)
|
|
|
|
|
|
|
||||||
Actuarial gain (loss) arising during the period
|
286
|
|
|
(192
|
)
|
|
(176
|
)
|
|||
Less: Provision (benefit) for income taxes
|
103
|
|
|
(70
|
)
|
|
(64
|
)
|
|||
Net defined benefit pension and other postretirement adjustment arising during the period, net of tax
|
183
|
|
|
(122
|
)
|
|
(112
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Amortization of actuarial net loss
|
(89
|
)
|
|
(62
|
)
|
|
(42
|
)
|
|||
Amortization of prior service cost
|
(2
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|||
Amortization of transition obligation
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amounts recognized in employee benefits expense
|
(91
|
)
|
|
(69
|
)
|
|
(49
|
)
|
|||
Less: Benefit for income taxes
|
(34
|
)
|
|
(25
|
)
|
|
(17
|
)
|
|||
Adjustment for amounts recognized as components of net periodic benefit cost during the period, net of tax
|
(57
|
)
|
|
(44
|
)
|
|
(32
|
)
|
|||
Change in defined benefit pension and other postretirement plans adjustment, net of tax
|
240
|
|
|
(78
|
)
|
|
(80
|
)
|
|||
Balance at end of period, net of tax
|
$
|
(323
|
)
|
|
$
|
(563
|
)
|
|
$
|
(485
|
)
|
|
|
|
|
|
|
||||||
Accumulated net gains on cash flow hedges:
|
|
|
|
|
|
||||||
Balance at beginning of period, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Net cash flow hedge losses arising during the period
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Less: Benefit for income taxes
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net cash flow hedge losses arising during the period, net of tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Less:
|
|
|
|
|
|
||||||
Net cash flow hedge gains recognized in interest and fees on loans
|
—
|
|
|
—
|
|
|
1
|
|
|||
Less: Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reclassification adjustment for net cash flow gains included in net income, net of tax
|
—
|
|
|
—
|
|
|
1
|
|
|||
Change in net cash flow hedge gains, net of tax
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Balance at end of period, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total accumulated other comprehensive loss at end of period, net of tax
|
$
|
(391
|
)
|
|
$
|
(413
|
)
|
|
$
|
(356
|
)
|
(in millions, except per share data)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Basic and diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
541
|
|
|
$
|
521
|
|
|
$
|
393
|
|
Less income allocated to participating securities
|
8
|
|
|
6
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
533
|
|
|
$
|
515
|
|
|
$
|
389
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
183
|
|
|
191
|
|
|
185
|
|
|||
|
|
|
|
|
|
||||||
Basic net income per common share
|
$
|
2.92
|
|
|
$
|
2.68
|
|
|
2.11
|
|
|
|
|
|
|
|
|
||||||
Basic average common shares
|
183
|
|
|
191
|
|
|
185
|
|
|||
Dilutive common stock equivalents:
|
|
|
|
|
|
||||||
Net effect of the assumed exercise of stock options
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net effect of the assumed exercise of warrants
|
3
|
|
|
—
|
|
|
1
|
|
|||
Diluted average common shares
|
187
|
|
|
192
|
|
|
186
|
|
|||
|
|
|
|
|
|
||||||
Diluted net income per common share
|
$
|
2.85
|
|
|
$
|
2.67
|
|
|
2.09
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Total share-based compensation expense
|
$
|
35
|
|
|
$
|
37
|
|
|
$
|
37
|
|
Related tax benefits recognized in net income
|
$
|
13
|
|
|
$
|
13
|
|
|
$
|
14
|
|
(dollar amounts in millions)
|
December 31, 2013
|
||
Total unrecognized share-based compensation expense
|
$
|
55
|
|
Weighted-average expected recognition period (in years)
|
2.9
|
|
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted-average grant-date fair value per option
|
$
|
9.07
|
|
|
$
|
8.63
|
|
|
$
|
11.58
|
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
Risk-free interest rates
|
1.94
|
%
|
|
2.16
|
%
|
|
3.43
|
%
|
|||
Expected dividend yield
|
3.00
|
|
|
3.00
|
|
|
3.00
|
|
|||
Expected volatility factors of the market price of
Comerica common stock
|
34
|
|
|
39
|
|
|
38
|
|
|||
Expected option life (in years)
|
6.4
|
|
|
6.1
|
|
|
6.1
|
|
|
|
|
Weighted-Average
|
|
|
||||||||
|
Number of
Options
(in thousands)
|
|
Exercise Price
per Share
|
|
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic Value
(in millions)
|
||||||
Outstanding-January 1, 2013
|
18,425
|
|
|
$
|
43.58
|
|
|
|
|
|
|||
Granted
|
1,343
|
|
|
33.80
|
|
|
|
|
|
||||
Forfeited or expired
|
(1,735
|
)
|
|
41.70
|
|
|
|
|
|
||||
Exercised
|
(1,238
|
)
|
|
29.23
|
|
|
|
|
|
||||
Outstanding-December 31, 2013
|
16,795
|
|
|
43.52
|
|
|
4.3
|
|
|
$
|
129
|
|
|
Outstanding, net of expected forfeitures-December 31, 2013
|
16,479
|
|
|
43.72
|
|
|
4.3
|
|
|
124
|
|
||
Exercisable-December 31, 2013
|
12,649
|
|
|
47.31
|
|
|
3.2
|
|
|
66
|
|
|
Number of
Shares
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|||
Outstanding-January 1, 2013
|
2,419
|
|
|
$
|
31.15
|
|
Granted
|
511
|
|
|
33.90
|
|
|
Forfeited
|
(112
|
)
|
|
31.65
|
|
|
Vested
|
(339
|
)
|
|
30.53
|
|
|
Outstanding-December 31, 2013
|
2,479
|
|
|
$
|
31.78
|
|
|
Service-Based Units
|
|
Performance-Based Units
|
||||||||||
|
Number of
Units
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|
Number of
Units
(in thousands)
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
||||||
Outstanding-January 1, 2013
|
165
|
|
|
$
|
33.56
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
171
|
|
|
34.48
|
|
|
128
|
|
|
33.79
|
|
||
Forfeited
|
(5
|
)
|
|
33.79
|
|
|
(4
|
)
|
|
33.79
|
|
||
Outstanding-December 31, 2013
|
331
|
|
|
34.01
|
|
|
124
|
|
|
33.79
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Postretirement Benefit Plan
|
||||||||||||||||||
(dollar amounts in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at January 1
|
$
|
1,955
|
|
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
69
|
|
Actual return on plan assets
|
136
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
4
|
|
||||||
Employer contributions
|
—
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
||||||
Benefits paid
|
(56
|
)
|
|
(52
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(5
|
)
|
||||||
Fair value of plan assets at December 31
|
$
|
2,035
|
|
|
$
|
1,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67
|
|
|
$
|
72
|
|
Change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at January 1
|
$
|
1,897
|
|
|
$
|
1,592
|
|
|
$
|
245
|
|
|
$
|
210
|
|
|
$
|
79
|
|
|
$
|
78
|
|
Service cost
|
37
|
|
|
33
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Interest cost
|
80
|
|
|
79
|
|
|
9
|
|
|
10
|
|
|
3
|
|
|
3
|
|
||||||
Actuarial (gain) loss
|
(260
|
)
|
|
245
|
|
|
(21
|
)
|
|
30
|
|
|
(7
|
)
|
|
3
|
|
||||||
Benefits paid
|
(56
|
)
|
|
(52
|
)
|
|
(9
|
)
|
|
(9
|
)
|
|
(6
|
)
|
|
(5
|
)
|
||||||
Transfer between plans
|
33
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Projected benefit obligation at December 31
|
$
|
1,731
|
|
|
$
|
1,897
|
|
|
$
|
195
|
|
|
$
|
245
|
|
|
$
|
69
|
|
|
$
|
79
|
|
Accumulated benefit obligation
|
$
|
1,598
|
|
|
$
|
1,718
|
|
|
$
|
163
|
|
|
$
|
209
|
|
|
$
|
69
|
|
|
$
|
79
|
|
Funded status at December 31 (a) (b)
|
$
|
304
|
|
|
$
|
58
|
|
|
$
|
(195
|
)
|
|
$
|
(245
|
)
|
|
$
|
(2
|
)
|
|
$
|
(7
|
)
|
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
5.17
|
%
|
|
4.20
|
%
|
|
5.17
|
%
|
|
4.20
|
%
|
|
4.59
|
%
|
|
3.81
|
%
|
||||||
Rate of compensation increase
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Healthcare cost trend rate:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost trend rate assumed for next year
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.50
|
|
|
8.00
|
|
||||||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
5.00
|
|
|
5.00
|
|
||||||
Year when rate reaches the ultimate trend rate
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2033
|
|
|
2033
|
|
||||||
Amounts recognized in accumulated other comprehensive income (loss) before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
(403
|
)
|
|
$
|
(743
|
)
|
|
$
|
(73
|
)
|
|
$
|
(106
|
)
|
|
$
|
(23
|
)
|
|
$
|
(27
|
)
|
Prior service (cost) credit
|
(31
|
)
|
|
(5
|
)
|
|
28
|
|
|
2
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Balance at December 31
|
$
|
(434
|
)
|
|
$
|
(748
|
)
|
|
$
|
(45
|
)
|
|
$
|
(104
|
)
|
|
$
|
(26
|
)
|
|
$
|
(30
|
)
|
(a)
|
Based on projected benefit obligation for defined benefit pension plans and accumulated benefit obligation for postretirement benefit plan.
|
(b)
|
The Corporation recognizes the overfunded and underfunded status of the plans in “accrued income and other assets” and “accrued expenses and other liabilities,” respectively, on the consolidated balance sheets.
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||
(in millions)
|
Qualified
|
|
Non-Qualified
|
|
Postretirement Benefit Plan
|
|
Total
|
||||||||
Actuarial gain arising during the period
|
$
|
263
|
|
|
$
|
21
|
|
|
$
|
2
|
|
|
$
|
286
|
|
Amortization of net actuarial loss
|
76
|
|
|
11
|
|
|
2
|
|
|
89
|
|
||||
Amortization of prior service cost (credit)
|
7
|
|
|
(6
|
)
|
|
1
|
|
|
2
|
|
||||
Total recognized in other comprehensive income (loss)
|
$
|
346
|
|
|
$
|
26
|
|
|
$
|
5
|
|
|
$
|
377
|
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||
(dollar amounts in millions)
|
Qualified
|
|
Non-Qualified
|
||||||||||||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
37
|
|
|
$
|
33
|
|
|
$
|
29
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest cost
|
80
|
|
|
79
|
|
|
76
|
|
|
9
|
|
|
10
|
|
|
11
|
|
||||||
Expected return on plan assets
|
(132
|
)
|
|
(114
|
)
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service cost (credit)
|
7
|
|
|
4
|
|
|
4
|
|
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Amortization of net loss
|
76
|
|
|
54
|
|
|
34
|
|
|
11
|
|
|
7
|
|
|
7
|
|
||||||
Net periodic defined benefit cost
|
$
|
68
|
|
|
$
|
56
|
|
|
$
|
28
|
|
|
$
|
18
|
|
|
$
|
19
|
|
|
$
|
19
|
|
Actual return on plan assets
|
$
|
136
|
|
|
$
|
199
|
|
|
$
|
92
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Actual rate of return on plan assets
|
7.05
|
%
|
|
13.33
|
%
|
|
5.85
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Weighted-average assumptions used:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
4.20
|
%
|
|
4.99
|
%
|
|
5.51
|
%
|
|
4.20
|
%
|
|
4.99
|
%
|
|
5.51
|
%
|
||||||
Expected long-term return on plan assets
|
7.25
|
|
|
7.50
|
|
|
7.75
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||||
Rate of compensation increase
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
|
4.00
|
|
(dollar amounts in millions)
|
Postretirement Benefit Plan
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Interest cost
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Expected return on plan assets
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|||
Amortization of transition obligation
|
—
|
|
|
4
|
|
|
4
|
|
|||
Amortization of prior service cost
|
1
|
|
|
1
|
|
|
1
|
|
|||
Amortization of net loss
|
2
|
|
|
1
|
|
|
1
|
|
|||
Net periodic postretirement benefit cost
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Actual return on plan assets
|
$
|
(2
|
)
|
|
$
|
4
|
|
|
$
|
3
|
|
Actual rate of return on plan assets
|
(2.29
|
)%
|
|
6.39
|
%
|
|
5.00
|
%
|
|||
Weighted-average assumptions used:
|
|
|
|
|
|
||||||
Discount rate
|
3.81
|
%
|
|
4.55
|
%
|
|
4.95
|
%
|
|||
Expected long-term return on plan assets
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Healthcare cost trend rate:
|
|
|
|
|
|
||||||
Cost trend rate assumed
|
8.00
|
|
|
8.00
|
|
|
8.00
|
|
|||
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
|
|
5.00
|
|
|
5.00
|
|
|||
Year that the rate reaches the ultimate trend rate
|
2033
|
|
|
2032
|
|
|
2031
|
|
|
Defined Benefit Pension Plans
|
|
|
|
|
||||||||||
(in millions)
|
Qualified
|
|
Non-Qualified
|
|
Postretirement
Benefit Plan
|
|
Total
|
||||||||
Net loss
|
$
|
31
|
|
|
$
|
7
|
|
|
$
|
1
|
|
|
$
|
39
|
|
Prior service cost (credit)
|
6
|
|
|
(4
|
)
|
|
1
|
|
|
3
|
|
|
One-Percentage-Point
|
||||||
(in millions)
|
Increase
|
|
Decrease
|
||||
Effect on postretirement benefit obligation
|
$
|
5
|
|
|
$
|
(4
|
)
|
Effect on total service and interest cost
|
—
|
|
|
—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
||||||||
Cash equivalent securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Collective investment funds
|
463
|
|
|
—
|
|
|
463
|
|
|
—
|
|
||||
Mutual funds
|
73
|
|
|
73
|
|
|
—
|
|
|
—
|
|
||||
Common stock
|
483
|
|
|
483
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
329
|
|
|
329
|
|
|
—
|
|
|
—
|
|
||||
Corporate and municipal bonds and notes
|
496
|
|
|
—
|
|
|
496
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
U.S. government agency mortgage-backed securities
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Mutual funds
|
113
|
|
|
113
|
|
|
—
|
|
|
—
|
|
||||
Private placements
|
36
|
|
|
|
|
|
—
|
|
|
36
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Securities purchased under agreements to resell
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Total investments at fair value
|
$
|
2,028
|
|
|
$
|
1,021
|
|
|
$
|
971
|
|
|
$
|
36
|
|
December 31, 2012
|
|
|
|
|
|
|
|
||||||||
Cash equivalent securities:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
$
|
21
|
|
|
$
|
21
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
Collective investment funds
|
507
|
|
|
—
|
|
|
507
|
|
|
—
|
|
||||
Mutual funds
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
|
||||
Common stock
|
420
|
|
|
420
|
|
|
—
|
|
|
—
|
|
||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and other U.S. government agency securities
|
534
|
|
|
534
|
|
|
—
|
|
|
—
|
|
||||
Corporate and municipal bonds and notes
|
308
|
|
|
—
|
|
|
308
|
|
|
—
|
|
||||
Collateralized mortgage obligations
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
U.S. government agency mortgage-backed securities
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Mutual funds
|
69
|
|
|
69
|
|
|
—
|
|
|
—
|
|
||||
Private placements
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
||||||||
Securities purchased under agreements to resell
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total investments at fair value
|
$
|
1,953
|
|
|
$
|
1,097
|
|
|
$
|
826
|
|
|
$
|
30
|
|
|
|
|
Net Gains (Losses)
|
|
|
|
|
|
|
||||||||||||||
(in millions)
|
Balance at
Beginning
of Period
|
|
Realized
|
|
Unrealized
|
|
Purchases
|
|
Sales
|
|
Balance at
End of Period
|
||||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
46
|
|
|
$
|
(36
|
)
|
|
$
|
36
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private placements
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
11
|
|
|
$
|
(9
|
)
|
|
$
|
30
|
|
|
Estimated Future Benefit Payments
|
||||||||||
(in millions)
Years Ended December 31
|
Qualified
Defined Benefit
Pension Plan
|
|
Non-Qualified
Defined Benefit
Pension Plan
|
|
Postretirement
Benefit Plan (a)
|
||||||
2014
|
$
|
64
|
|
|
$
|
11
|
|
|
$
|
7
|
|
2015
|
68
|
|
|
11
|
|
|
6
|
|
|||
2016
|
73
|
|
|
11
|
|
|
6
|
|
|||
2017
|
79
|
|
|
12
|
|
|
6
|
|
|||
2018
|
84
|
|
|
12
|
|
|
6
|
|
|||
2019 - 2023
|
504
|
|
|
66
|
|
|
26
|
|
(a)
|
Estimated benefit payments in the postretirement benefit plan are net of estimated Medicare subsidies.
|
(in millions)
|
|
|
|
|
|
||||||
December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
186
|
|
|
$
|
7
|
|
|
$
|
42
|
|
Foreign
|
6
|
|
|
6
|
|
|
9
|
|
|||
State and local
|
17
|
|
|
18
|
|
|
7
|
|
|||
Total current
|
209
|
|
|
31
|
|
|
58
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(20
|
)
|
|
152
|
|
|
73
|
|
|||
State and local
|
—
|
|
|
6
|
|
|
6
|
|
|||
Total deferred
|
(20
|
)
|
|
158
|
|
|
79
|
|
|||
Total
|
$
|
189
|
|
|
$
|
189
|
|
|
$
|
137
|
|
(dollar amounts in millions)
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Years Ended December 31
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Tax based on federal statutory rate
|
$
|
255
|
|
|
35.0
|
%
|
|
$
|
249
|
|
|
35.0
|
%
|
|
$
|
185
|
|
|
35.0
|
%
|
State income taxes
|
11
|
|
|
1.5
|
|
|
14
|
|
|
2.0
|
|
|
9
|
|
|
1.6
|
|
|||
Affordable housing and historic credits
|
(57
|
)
|
|
(7.8
|
)
|
|
(56
|
)
|
|
(7.8
|
)
|
|
(51
|
)
|
|
(9.7
|
)
|
|||
Bank-owned life insurance
|
(15
|
)
|
|
(2.1
|
)
|
|
(15
|
)
|
|
(2.1
|
)
|
|
(14
|
)
|
|
(2.7
|
)
|
|||
Other changes in unrecognized tax benefits
|
(2
|
)
|
|
(0.2
|
)
|
|
1
|
|
|
0.2
|
|
|
17
|
|
|
3.2
|
|
|||
Tax-related interest and penalties
|
(1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(1.3
|
)
|
|||
Other
|
(2
|
)
|
|
(0.4
|
)
|
|
(4
|
)
|
|
(0.7
|
)
|
|
(2
|
)
|
|
(0.2
|
)
|
|||
Provision for income taxes
|
$
|
189
|
|
|
25.9
|
%
|
|
$
|
189
|
|
|
26.6
|
%
|
|
$
|
137
|
|
|
25.9
|
%
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Balance at January 1
|
$
|
42
|
|
|
$
|
20
|
|
|
$
|
10
|
|
Increases as a result of tax positions taken during a prior period
|
—
|
|
|
33
|
|
|
22
|
|
|||
Decrease related to settlements with tax authorities
|
(31
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|||
Balance at December 31
|
$
|
11
|
|
|
$
|
42
|
|
|
$
|
20
|
|
Jurisdiction
|
Tax Years
|
Federal
|
2010-2012
|
California
|
2001-2012
|
(dollar amounts in millions)
|
Comerica
Incorporated
(Consolidated)
|
|
Comerica
Bank
|
||||
December 31, 2013
|
|
|
|
||||
Tier 1 capital (minimum-$2.6 billion (Consolidated))
|
$
|
6,895
|
|
|
$
|
6,803
|
|
Total capital (minimum-$5.2 billion (Consolidated))
|
8,491
|
|
|
8,340
|
|
||
Risk-weighted assets
|
64,825
|
|
|
64,629
|
|
||
Average assets (fourth quarter)
|
64,017
|
|
|
63,836
|
|
||
Tier 1 capital to risk-weighted assets (minimum-4.0%)
|
10.64
|
%
|
|
10.53
|
%
|
||
Total capital to risk-weighted assets (minimum-8.0%)
|
13.10
|
|
|
12.90
|
|
||
Tier 1 capital to average assets (minimum-3.0%)
|
10.77
|
|
|
10.66
|
|
||
December 31, 2012
|
|
|
|
||||
Tier 1 capital (minimum-$2.6 billion (Consolidated))
|
$
|
6,705
|
|
|
$
|
6,700
|
|
Total capital (minimum-$5.3 billion (Consolidated))
|
8,695
|
|
|
8,570
|
|
||
Risk-weighted assets
|
66,115
|
|
|
65,922
|
|
||
Average assets (fourth quarter)
|
63,418
|
|
|
63,223
|
|
||
Tier 1 capital to risk-weighted assets (minimum-4.0%)
|
10.14
|
%
|
|
10.16
|
%
|
||
Total capital to risk-weighted assets (minimum-8.0%)
|
13.15
|
|
|
13.00
|
|
||
Tier 1 capital to average assets (minimum-3.0%)
|
10.57
|
|
|
10.60
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2013
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
1,503
|
|
|
$
|
610
|
|
|
$
|
184
|
|
|
$
|
(653
|
)
|
|
$
|
31
|
|
|
$
|
1,675
|
|
Provision for credit losses
|
54
|
|
|
13
|
|
|
(18
|
)
|
|
—
|
|
|
(3
|
)
|
|
46
|
|
||||||
Noninterest income
|
326
|
|
|
175
|
|
|
252
|
|
|
61
|
|
|
12
|
|
|
826
|
|
||||||
Noninterest expenses
|
643
|
|
|
708
|
|
|
319
|
|
|
10
|
|
|
42
|
|
|
1,722
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
347
|
|
|
22
|
|
|
48
|
|
|
(226
|
)
|
|
1
|
|
|
192
|
|
||||||
Net income (loss)
|
$
|
785
|
|
|
$
|
42
|
|
|
$
|
87
|
|
|
$
|
(376
|
)
|
|
$
|
3
|
|
|
$
|
541
|
|
Net credit-related charge-offs
|
$
|
43
|
|
|
$
|
22
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
35,532
|
|
|
$
|
5,974
|
|
|
$
|
4,807
|
|
|
$
|
11,422
|
|
|
$
|
6,201
|
|
|
$
|
63,936
|
|
Loans
|
34,473
|
|
|
5,289
|
|
|
4,650
|
|
|
—
|
|
|
—
|
|
|
44,412
|
|
||||||
Deposits
|
26,169
|
|
|
21,247
|
|
|
3,775
|
|
|
312
|
|
|
208
|
|
|
51,711
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
2.21
|
%
|
|
0.19
|
%
|
|
1.82
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.85
|
%
|
||||||
Efficiency ratio (b)
|
35.18
|
|
|
89.95
|
|
|
73.14
|
|
|
N/M
|
|
|
N/M
|
|
|
68.83
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2012
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
1,517
|
|
|
$
|
647
|
|
|
$
|
187
|
|
|
$
|
(658
|
)
|
|
$
|
38
|
|
|
$
|
1,731
|
|
Provision for credit losses
|
34
|
|
|
24
|
|
|
19
|
|
|
—
|
|
|
2
|
|
|
79
|
|
||||||
Noninterest income
|
319
|
|
|
173
|
|
|
258
|
|
|
60
|
|
|
8
|
|
|
818
|
|
||||||
Noninterest expenses
|
602
|
|
|
723
|
|
|
320
|
|
|
12
|
|
|
100
|
|
|
1,757
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
374
|
|
|
23
|
|
|
39
|
|
|
(228
|
)
|
|
(16
|
)
|
|
192
|
|
||||||
Net income (loss)
|
$
|
826
|
|
|
$
|
50
|
|
|
$
|
67
|
|
|
$
|
(382
|
)
|
|
$
|
(40
|
)
|
|
$
|
521
|
|
Net credit-related charge-offs
|
$
|
107
|
|
|
$
|
40
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
34,447
|
|
|
$
|
6,008
|
|
|
$
|
4,623
|
|
|
$
|
11,881
|
|
|
$
|
5,613
|
|
|
$
|
62,572
|
|
Loans
|
33,470
|
|
|
5,308
|
|
|
4,528
|
|
|
—
|
|
|
—
|
|
|
43,306
|
|
||||||
Deposits
|
24,837
|
|
|
20,623
|
|
|
3,680
|
|
|
206
|
|
|
187
|
|
|
49,533
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
2.40
|
%
|
|
0.23
|
%
|
|
1.45
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.83
|
%
|
||||||
Efficiency ratio (b)
|
32.79
|
|
|
87.93
|
|
|
74.21
|
|
|
N/M
|
|
|
N/M
|
|
|
69.24
|
|
(dollar amounts in millions)
|
Business
Bank
|
|
Retail
Bank
|
|
Wealth Management
|
|
Finance
|
|
Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2011
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
1,390
|
|
|
$
|
621
|
|
|
$
|
182
|
|
|
$
|
(572
|
)
|
|
$
|
36
|
|
|
$
|
1,657
|
|
Provision for credit losses
|
29
|
|
|
77
|
|
|
40
|
|
|
—
|
|
|
(2
|
)
|
|
144
|
|
||||||
Noninterest income
|
306
|
|
|
169
|
|
|
239
|
|
|
74
|
|
|
4
|
|
|
792
|
|
||||||
Noninterest expenses
|
650
|
|
|
683
|
|
|
315
|
|
|
11
|
|
|
112
|
|
|
1,771
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
318
|
|
|
12
|
|
|
25
|
|
|
(193
|
)
|
|
(21
|
)
|
|
141
|
|
||||||
Net income (loss)
|
$
|
699
|
|
|
$
|
18
|
|
|
$
|
41
|
|
|
$
|
(316
|
)
|
|
$
|
(49
|
)
|
|
$
|
393
|
|
Net credit-related charge-offs
|
$
|
199
|
|
|
$
|
89
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
30,686
|
|
|
$
|
5,815
|
|
|
$
|
4,720
|
|
|
$
|
10,252
|
|
|
$
|
5,444
|
|
|
$
|
56,917
|
|
Loans
|
30,074
|
|
|
5,292
|
|
|
4,709
|
|
|
—
|
|
|
—
|
|
|
40,075
|
|
||||||
Deposits
|
21,394
|
|
|
18,912
|
|
|
3,096
|
|
|
231
|
|
|
129
|
|
|
43,762
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
2.27
|
%
|
|
0.09
|
%
|
|
0.87
|
%
|
|
N/M
|
|
|
N/M
|
|
|
0.69
|
%
|
||||||
Efficiency ratio (b)
|
38.33
|
|
|
85.57
|
|
|
76.74
|
|
|
N/M
|
|
|
N/M
|
|
|
72.73
|
|
(a)
|
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2013
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
751
|
|
|
$
|
692
|
|
|
$
|
541
|
|
|
$
|
313
|
|
|
$
|
(622
|
)
|
|
$
|
1,675
|
|
Provision for credit losses
|
(12
|
)
|
|
18
|
|
|
35
|
|
|
8
|
|
|
(3
|
)
|
|
46
|
|
||||||
Noninterest income
|
357
|
|
|
150
|
|
|
132
|
|
|
114
|
|
|
73
|
|
|
826
|
|
||||||
Noninterest expenses
|
714
|
|
|
396
|
|
|
363
|
|
|
197
|
|
|
52
|
|
|
1,722
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
145
|
|
|
160
|
|
|
98
|
|
|
14
|
|
|
(225
|
)
|
|
192
|
|
||||||
Net income (loss)
|
$
|
261
|
|
|
$
|
268
|
|
|
$
|
177
|
|
|
$
|
208
|
|
|
$
|
(373
|
)
|
|
$
|
541
|
|
Net credit-related charge-offs
|
$
|
6
|
|
|
$
|
27
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,879
|
|
|
$
|
14,229
|
|
|
$
|
10,694
|
|
|
$
|
7,511
|
|
|
$
|
17,623
|
|
|
$
|
63,936
|
|
Loans
|
13,461
|
|
|
13,974
|
|
|
9,989
|
|
|
6,988
|
|
|
—
|
|
|
44,412
|
|
||||||
Deposits
|
20,346
|
|
|
14,705
|
|
|
10,247
|
|
|
5,893
|
|
|
520
|
|
|
51,711
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.22
|
%
|
|
1.71
|
%
|
|
1.54
|
%
|
|
2.77
|
%
|
|
N/M
|
|
|
0.85
|
%
|
||||||
Efficiency ratio (b)
|
64.38
|
|
|
47.06
|
|
|
53.86
|
|
|
46.12
|
|
|
N/M
|
|
|
68.83
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2012
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
777
|
|
|
$
|
692
|
|
|
$
|
564
|
|
|
$
|
318
|
|
|
$
|
(620
|
)
|
|
$
|
1,731
|
|
Provision for credit losses
|
(16
|
)
|
|
17
|
|
|
47
|
|
|
29
|
|
|
2
|
|
|
79
|
|
||||||
Noninterest income
|
385
|
|
|
136
|
|
|
124
|
|
|
105
|
|
|
68
|
|
|
818
|
|
||||||
Noninterest expenses
|
707
|
|
|
395
|
|
|
360
|
|
|
183
|
|
|
112
|
|
|
1,757
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
165
|
|
|
158
|
|
|
99
|
|
|
14
|
|
|
(244
|
)
|
|
192
|
|
||||||
Net income (loss)
|
$
|
306
|
|
|
$
|
258
|
|
|
$
|
182
|
|
|
$
|
197
|
|
|
$
|
(422
|
)
|
|
$
|
521
|
|
Net credit-related charge-offs
|
$
|
41
|
|
|
$
|
47
|
|
|
$
|
22
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
13,921
|
|
|
$
|
12,978
|
|
|
$
|
10,307
|
|
|
$
|
7,872
|
|
|
$
|
17,494
|
|
|
$
|
62,572
|
|
Loans
|
13,618
|
|
|
12,736
|
|
|
9,552
|
|
|
7,400
|
|
|
—
|
|
|
43,306
|
|
||||||
Deposits
|
19,573
|
|
|
14,568
|
|
|
10,040
|
|
|
4,959
|
|
|
393
|
|
|
49,533
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.48
|
%
|
|
1.66
|
%
|
|
1.62
|
%
|
|
2.50
|
%
|
|
N/M
|
|
|
0.83
|
%
|
||||||
Efficiency ratio (b)
|
60.75
|
|
|
47.65
|
|
|
52.28
|
|
|
44.84
|
|
|
N/M
|
|
|
69.24
|
|
(dollar amounts in millions)
|
Michigan
|
|
California
|
|
Texas
|
|
Other
Markets
|
|
Finance
& Other
|
|
Total
|
||||||||||||
Year Ended December 31, 2011
|
|||||||||||||||||||||||
Earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net interest income (expense) (FTE)
|
$
|
795
|
|
|
$
|
637
|
|
|
$
|
468
|
|
|
$
|
293
|
|
|
$
|
(536
|
)
|
|
$
|
1,657
|
|
Provision for credit losses
|
84
|
|
|
21
|
|
|
2
|
|
|
39
|
|
|
(2
|
)
|
|
144
|
|
||||||
Noninterest income
|
379
|
|
|
136
|
|
|
103
|
|
|
96
|
|
|
78
|
|
|
792
|
|
||||||
Noninterest expenses
|
735
|
|
|
405
|
|
|
294
|
|
|
214
|
|
|
123
|
|
|
1,771
|
|
||||||
Provision (benefit) for income taxes (FTE)
|
127
|
|
|
127
|
|
|
100
|
|
|
1
|
|
|
(214
|
)
|
|
141
|
|
||||||
Net income (loss)
|
$
|
228
|
|
|
$
|
220
|
|
|
$
|
175
|
|
|
$
|
135
|
|
|
$
|
(365
|
)
|
|
$
|
393
|
|
Net credit-related charge-offs
|
$
|
148
|
|
|
$
|
75
|
|
|
$
|
17
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selected average balances:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
$
|
14,155
|
|
|
$
|
12,017
|
|
|
$
|
8,092
|
|
|
$
|
6,957
|
|
|
$
|
15,696
|
|
|
$
|
56,917
|
|
Loans
|
13,933
|
|
|
11,823
|
|
|
7,705
|
|
|
6,614
|
|
|
—
|
|
|
40,075
|
|
||||||
Deposits
|
18,535
|
|
|
12,667
|
|
|
7,805
|
|
|
4,395
|
|
|
360
|
|
|
43,762
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Statistical data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Return on average assets (a)
|
1.16
|
%
|
|
1.61
|
%
|
|
2.05
|
%
|
|
1.94
|
%
|
|
N/M
|
|
|
0.69
|
%
|
||||||
Efficiency ratio (b)
|
62.22
|
|
|
52.37
|
|
|
51.45
|
|
|
56.54
|
|
|
N/M
|
|
|
72.73
|
|
(a)
|
Return on average assets is calculated based on the greater of average assets or average liabilities and attributed equity.
|
(in millions, except share data)
|
|
|
|
||||
December 31
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Cash and due from subsidiary bank
|
$
|
31
|
|
|
$
|
2
|
|
Short-term investments with subsidiary bank
|
482
|
|
|
431
|
|
||
Other short-term investments
|
96
|
|
|
88
|
|
||
Investment in subsidiaries, principally banks
|
7,174
|
|
|
7,045
|
|
||
Premises and equipment
|
4
|
|
|
4
|
|
||
Other assets
|
139
|
|
|
150
|
|
||
Total assets
|
$
|
7,926
|
|
|
$
|
7,720
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Medium- and long-term debt
|
$
|
617
|
|
|
$
|
629
|
|
Other liabilities
|
156
|
|
|
149
|
|
||
Total liabilities
|
773
|
|
|
778
|
|
||
Common stock - $5 par value:
|
|
|
|
||||
Authorized - 325,000,000 shares
|
|
|
|
||||
Issued - 228,164,824 shares
|
1,141
|
|
|
1,141
|
|
||
Capital surplus
|
2,179
|
|
|
2,162
|
|
||
Accumulated other comprehensive loss
|
(391
|
)
|
|
(413
|
)
|
||
Retained earnings
|
6,321
|
|
|
5,931
|
|
||
Less cost of common stock in treasury - 45,860,786 shares at 12/31/13 and 39,889,610 shares at 12/31/12
|
(2,097
|
)
|
|
(1,879
|
)
|
||
Total shareholders’ equity
|
7,153
|
|
|
6,942
|
|
||
Total liabilities and shareholders’ equity
|
$
|
7,926
|
|
|
$
|
7,720
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Income
|
|
|
|
|
|
||||||
Income from subsidiaries
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
490
|
|
|
$
|
505
|
|
|
$
|
309
|
|
Other interest income
|
1
|
|
|
1
|
|
|
1
|
|
|||
Intercompany management fees
|
110
|
|
|
108
|
|
|
119
|
|
|||
Other noninterest income
|
14
|
|
|
7
|
|
|
11
|
|
|||
Total income
|
615
|
|
|
621
|
|
|
440
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Interest on medium- and long-term debt
|
11
|
|
|
11
|
|
|
12
|
|
|||
Salaries and employee benefits
|
118
|
|
|
114
|
|
|
112
|
|
|||
Net occupancy expense
|
4
|
|
|
7
|
|
|
8
|
|
|||
Equipment expense
|
1
|
|
|
1
|
|
|
1
|
|
|||
Merger and restructuring charges
|
—
|
|
|
35
|
|
|
75
|
|
|||
Other noninterest expenses
|
78
|
|
|
54
|
|
|
51
|
|
|||
Total expenses
|
212
|
|
|
222
|
|
|
259
|
|
|||
Income before benefit for income taxes and equity in undistributed earnings of subsidiaries
|
403
|
|
|
399
|
|
|
181
|
|
|||
Benefit for income taxes
|
(30
|
)
|
|
(37
|
)
|
|
(44
|
)
|
|||
Income before equity in undistributed earnings of subsidiaries
|
433
|
|
|
436
|
|
|
225
|
|
|||
Equity in undistributed earnings of subsidiaries, principally banks
|
108
|
|
|
85
|
|
|
168
|
|
|||
Net income
|
541
|
|
|
521
|
|
|
393
|
|
|||
Less income allocated to participating securities
|
8
|
|
|
6
|
|
|
4
|
|
|||
Net income attributable to common shares
|
$
|
533
|
|
|
$
|
515
|
|
|
$
|
389
|
|
(in millions)
|
|
|
|
|
|
||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
541
|
|
|
$
|
521
|
|
|
$
|
393
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Undistributed earnings of subsidiaries, principally banks
|
(108
|
)
|
|
(85
|
)
|
|
(168
|
)
|
|||
Depreciation and amortization
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net periodic defined benefit cost
|
8
|
|
|
7
|
|
|
7
|
|
|||
Share-based compensation expense
|
14
|
|
|
15
|
|
|
15
|
|
|||
Provision for deferred income taxes
|
3
|
|
|
2
|
|
|
8
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Other, net
|
2
|
|
|
(8
|
)
|
|
21
|
|
|||
Net cash provided by operating activities
|
458
|
|
|
452
|
|
|
276
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Proceeds from sales of indirect private equity and venture capital investments
|
—
|
|
|
—
|
|
|
19
|
|
|||
Cash and cash equivalents acquired in acquisition of Sterling Bancshares, Inc.
|
—
|
|
|
—
|
|
|
37
|
|
|||
Capital transactions with subsidiaries
|
—
|
|
|
(5
|
)
|
|
(3
|
)
|
|||
Net change in premises and equipment
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net cash (used in) provided by investing activities
|
—
|
|
|
(6
|
)
|
|
52
|
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Medium- and long-term debt:
|
|
|
|
|
|
||||||
Maturities and redemptions
|
—
|
|
|
(30
|
)
|
|
(53
|
)
|
|||
Common Stock:
|
|
|
|
|
|
||||||
Repurchases
|
(291
|
)
|
|
(308
|
)
|
|
(116
|
)
|
|||
Cash dividends paid
|
(123
|
)
|
|
(97
|
)
|
|
(73
|
)
|
|||
Issuances of common stock under employee stock plans
|
33
|
|
|
3
|
|
|
4
|
|
|||
Excess tax benefits from share-based compensation arrangements
|
3
|
|
|
1
|
|
|
1
|
|
|||
Net cash used in financing activities
|
(378
|
)
|
|
(431
|
)
|
|
(237
|
)
|
|||
Net increase in cash and cash equivalents
|
80
|
|
|
15
|
|
|
91
|
|
|||
Cash and cash equivalents at beginning of period
|
433
|
|
|
418
|
|
|
327
|
|
|||
Cash and cash equivalents at end of period
|
$
|
513
|
|
|
$
|
433
|
|
|
$
|
418
|
|
Interest paid
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
12
|
|
Income taxes recovered
|
$
|
(27
|
)
|
|
$
|
(46
|
)
|
|
$
|
(39
|
)
|
|
2013
|
||||||||||||||
(in millions, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Interest income
|
$
|
456
|
|
|
$
|
439
|
|
|
$
|
443
|
|
|
$
|
446
|
|
Interest expense
|
26
|
|
|
27
|
|
|
29
|
|
|
30
|
|
||||
Net interest income
|
430
|
|
|
412
|
|
|
414
|
|
|
416
|
|
||||
Provision for credit losses
|
9
|
|
|
8
|
|
|
13
|
|
|
16
|
|
||||
Net securities gains (losses)
|
—
|
|
|
1
|
|
|
(2
|
)
|
|
—
|
|
||||
Noninterest income excluding net securities gains (losses)
|
204
|
|
|
213
|
|
|
210
|
|
|
200
|
|
||||
Noninterest expenses
|
473
|
|
|
417
|
|
|
416
|
|
|
416
|
|
||||
Provision for income taxes
|
35
|
|
|
54
|
|
|
50
|
|
|
50
|
|
||||
Net income
|
117
|
|
|
147
|
|
|
143
|
|
|
134
|
|
||||
Less income allocated to participating securities
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
||||
Net income attributable to common shares
|
$
|
115
|
|
|
$
|
145
|
|
|
$
|
141
|
|
|
$
|
132
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.64
|
|
|
$
|
0.80
|
|
|
$
|
0.77
|
|
|
$
|
0.71
|
|
Diluted
|
0.62
|
|
|
0.78
|
|
|
0.76
|
|
|
0.70
|
|
||||
Comprehensive income
|
267
|
|
|
144
|
|
|
15
|
|
|
137
|
|
|
2012
|
||||||||||||||
(in millions, except per share data)
|
Fourth
Quarter
|
|
Third
Quarter
|
|
Second
Quarter
|
|
First
Quarter
|
||||||||
Interest income
|
$
|
456
|
|
|
$
|
460
|
|
|
$
|
470
|
|
|
$
|
477
|
|
Interest expense
|
32
|
|
|
33
|
|
|
35
|
|
|
35
|
|
||||
Net interest income
|
424
|
|
|
427
|
|
|
435
|
|
|
442
|
|
||||
Provision for credit losses
|
16
|
|
|
22
|
|
|
19
|
|
|
22
|
|
||||
Net securities gains
|
1
|
|
|
—
|
|
|
6
|
|
|
5
|
|
||||
Noninterest income excluding net securities gains
|
203
|
|
|
197
|
|
|
205
|
|
|
201
|
|
||||
Noninterest expenses
|
427
|
|
|
449
|
|
|
433
|
|
|
448
|
|
||||
Provision for income taxes
|
55
|
|
|
36
|
|
|
50
|
|
|
48
|
|
||||
Net income
|
130
|
|
|
117
|
|
|
144
|
|
|
130
|
|
||||
Less income allocated to participating securities
|
2
|
|
|
1
|
|
|
2
|
|
|
1
|
|
||||
Net income attributable to common shares
|
$
|
128
|
|
|
$
|
116
|
|
|
$
|
142
|
|
|
$
|
129
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.68
|
|
|
$
|
0.61
|
|
|
$
|
0.73
|
|
|
$
|
0.66
|
|
Diluted
|
0.68
|
|
|
0.61
|
|
|
0.73
|
|
|
0.66
|
|
||||
Comprehensive income (loss)
|
(30
|
)
|
|
165
|
|
|
169
|
|
|
160
|
|
Ralph W. Babb Jr.
|
|
Karen L. Parkhill
|
|
Muneera S. Carr
|
Chairman, President and
|
|
Vice Chairman and
|
|
Executive Vice President and
|
Chief Executive Officer
|
|
Chief Financial Officer
|
|
Chief Accounting Officer
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
987
|
|
|
$
|
983
|
|
|
$
|
921
|
|
|
$
|
825
|
|
|
$
|
883
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
4,930
|
|
|
4,128
|
|
|
3,746
|
|
|
3,197
|
|
|
2,458
|
|
|||||
Other short-term investments
|
112
|
|
|
134
|
|
|
129
|
|
|
126
|
|
|
154
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities available-for-sale
|
9,637
|
|
|
9,915
|
|
|
8,171
|
|
|
7,164
|
|
|
9,388
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
27,971
|
|
|
26,224
|
|
|
22,208
|
|
|
21,090
|
|
|
24,534
|
|
|||||
Real estate construction loans
|
1,486
|
|
|
1,390
|
|
|
1,843
|
|
|
2,839
|
|
|
4,140
|
|
|||||
Commercial mortgage loans
|
9,060
|
|
|
9,842
|
|
|
10,025
|
|
|
10,244
|
|
|
10,415
|
|
|||||
Lease financing
|
847
|
|
|
864
|
|
|
950
|
|
|
1,086
|
|
|
1,231
|
|
|||||
International loans
|
1,275
|
|
|
1,272
|
|
|
1,191
|
|
|
1,222
|
|
|
1,533
|
|
|||||
Residential mortgage loans
|
1,620
|
|
|
1,505
|
|
|
1,580
|
|
|
1,607
|
|
|
1,756
|
|
|||||
Consumer loans
|
2,153
|
|
|
2,209
|
|
|
2,278
|
|
|
2,429
|
|
|
2,553
|
|
|||||
Total loans
|
44,412
|
|
|
43,306
|
|
|
40,075
|
|
|
40,517
|
|
|
46,162
|
|
|||||
Less allowance for loan losses
|
(622
|
)
|
|
(693
|
)
|
|
(838
|
)
|
|
(1,019
|
)
|
|
(947
|
)
|
|||||
Net loans
|
43,790
|
|
|
42,613
|
|
|
39,237
|
|
|
39,498
|
|
|
45,215
|
|
|||||
Accrued income and other assets
|
4,480
|
|
|
4,799
|
|
|
4,713
|
|
|
4,743
|
|
|
4,711
|
|
|||||
Total assets
|
$
|
63,936
|
|
|
$
|
62,572
|
|
|
$
|
56,917
|
|
|
$
|
55,553
|
|
|
$
|
62,809
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Noninterest-bearing deposits
|
$
|
22,379
|
|
|
$
|
21,004
|
|
|
$
|
16,994
|
|
|
$
|
15,094
|
|
|
$
|
12,900
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market and interest-bearing checking deposits
|
21,704
|
|
|
20,622
|
|
|
19,088
|
|
|
16,355
|
|
|
12,965
|
|
|||||
Savings deposits
|
1,657
|
|
|
1,593
|
|
|
1,550
|
|
|
1,394
|
|
|
1,339
|
|
|||||
Customer certificates of deposit
|
5,471
|
|
|
5,902
|
|
|
5,719
|
|
|
5,875
|
|
|
8,131
|
|
|||||
Other time deposits
|
|
|
|
—
|
|
|
23
|
|
|
306
|
|
|
4,103
|
|
|||||
Foreign office time deposits
|
500
|
|
|
412
|
|
|
388
|
|
|
462
|
|
|
653
|
|
|||||
Total interest-bearing deposits
|
29,332
|
|
|
28,529
|
|
|
26,768
|
|
|
24,392
|
|
|
27,191
|
|
|||||
Total deposits
|
51,711
|
|
|
49,533
|
|
|
43,762
|
|
|
39,486
|
|
|
40,091
|
|
|||||
Short-term borrowings
|
211
|
|
|
76
|
|
|
138
|
|
|
216
|
|
|
1,000
|
|
|||||
Accrued expenses and other liabilities
|
1,074
|
|
|
1,133
|
|
|
1,147
|
|
|
1,099
|
|
|
1,285
|
|
|||||
Medium- and long-term debt
|
3,972
|
|
|
4,818
|
|
|
5,519
|
|
|
8,684
|
|
|
13,334
|
|
|||||
Total liabilities
|
56,968
|
|
|
55,560
|
|
|
50,566
|
|
|
49,485
|
|
|
55,710
|
|
|||||
Total shareholders’ equity
|
6,968
|
|
|
7,012
|
|
|
6,351
|
|
|
6,068
|
|
|
7,099
|
|
|||||
Total liabilities and shareholders’ equity
|
$
|
63,936
|
|
|
$
|
62,572
|
|
|
$
|
56,917
|
|
|
$
|
55,553
|
|
|
$
|
62,809
|
|
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest and fees on loans
|
$
|
1,556
|
|
|
$
|
1,617
|
|
|
$
|
1,564
|
|
|
$
|
1,617
|
|
|
$
|
1,767
|
|
Interest on investment securities
|
214
|
|
|
234
|
|
|
233
|
|
|
226
|
|
|
329
|
|
|||||
Interest on short-term investments
|
14
|
|
|
12
|
|
|
12
|
|
|
10
|
|
|
9
|
|
|||||
Total interest income
|
1,784
|
|
|
1,863
|
|
|
1,809
|
|
|
1,853
|
|
|
2,105
|
|
|||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on deposits
|
55
|
|
|
70
|
|
|
90
|
|
|
115
|
|
|
372
|
|
|||||
Interest on short-term borrowings
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|||||
Interest on medium- and long-term debt
|
57
|
|
|
65
|
|
|
66
|
|
|
91
|
|
|
164
|
|
|||||
Total interest expense
|
112
|
|
|
135
|
|
|
156
|
|
|
207
|
|
|
538
|
|
|||||
Net interest income
|
1,672
|
|
|
1,728
|
|
|
1,653
|
|
|
1,646
|
|
|
1,567
|
|
|||||
Provision for credit losses
|
46
|
|
|
79
|
|
|
144
|
|
|
478
|
|
|
1,082
|
|
|||||
Net interest income after provision for loan losses
|
1,626
|
|
|
1,649
|
|
|
1,509
|
|
|
1,168
|
|
|
485
|
|
|||||
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Service charges on deposit accounts
|
214
|
|
|
214
|
|
|
208
|
|
|
208
|
|
|
228
|
|
|||||
Fiduciary income
|
171
|
|
|
158
|
|
|
151
|
|
|
154
|
|
|
161
|
|
|||||
Commercial lending fees
|
99
|
|
|
96
|
|
|
87
|
|
|
95
|
|
|
79
|
|
|||||
Card fees
|
74
|
|
|
65
|
|
|
77
|
|
|
74
|
|
|
65
|
|
|||||
Letter of credit fees
|
64
|
|
|
71
|
|
|
73
|
|
|
76
|
|
|
69
|
|
|||||
Bank-owned life insurance
|
40
|
|
|
39
|
|
|
37
|
|
|
40
|
|
|
35
|
|
|||||
Foreign exchange income
|
36
|
|
|
38
|
|
|
40
|
|
|
39
|
|
|
41
|
|
|||||
Brokerage fees
|
17
|
|
|
19
|
|
|
22
|
|
|
25
|
|
|
31
|
|
|||||
Net securities gains (losses)
|
(1
|
)
|
|
12
|
|
|
14
|
|
|
3
|
|
|
243
|
|
|||||
Other noninterest income
|
112
|
|
|
106
|
|
|
83
|
|
|
75
|
|
|
98
|
|
|||||
Total noninterest income
|
826
|
|
|
818
|
|
|
792
|
|
|
789
|
|
|
1,050
|
|
|||||
NONINTEREST EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Salaries
|
763
|
|
|
778
|
|
|
770
|
|
|
740
|
|
|
687
|
|
|||||
Employee benefits
|
246
|
|
|
240
|
|
|
205
|
|
|
179
|
|
|
210
|
|
|||||
Total salaries and employee benefits
|
1,009
|
|
|
1,018
|
|
|
975
|
|
|
919
|
|
|
897
|
|
|||||
Net occupancy expense
|
160
|
|
|
163
|
|
|
169
|
|
|
162
|
|
|
162
|
|
|||||
Equipment expense
|
60
|
|
|
65
|
|
|
66
|
|
|
63
|
|
|
62
|
|
|||||
Outside processing fee expense
|
119
|
|
|
107
|
|
|
101
|
|
|
96
|
|
|
97
|
|
|||||
Software expense
|
90
|
|
|
90
|
|
|
88
|
|
|
89
|
|
|
84
|
|
|||||
Litigation-related expenses
|
52
|
|
|
23
|
|
|
10
|
|
|
2
|
|
|
—
|
|
|||||
FDIC insurance expense
|
33
|
|
|
38
|
|
|
43
|
|
|
62
|
|
|
90
|
|
|||||
Advertising expense
|
21
|
|
|
27
|
|
|
28
|
|
|
30
|
|
|
29
|
|
|||||
Other real estate expense
|
2
|
|
|
9
|
|
|
22
|
|
|
29
|
|
|
48
|
|
|||||
Merger and restructuring charges
|
—
|
|
|
35
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|||||
Other noninterest expenses
|
176
|
|
|
182
|
|
|
194
|
|
|
190
|
|
|
181
|
|
|||||
Total noninterest expenses
|
1,722
|
|
|
1,757
|
|
|
1,771
|
|
|
1,642
|
|
|
1,650
|
|
|||||
Income (loss) from continuing operations before income taxes
|
730
|
|
|
710
|
|
|
530
|
|
|
315
|
|
|
(115
|
)
|
|||||
Provision (benefit) for income taxes
|
189
|
|
|
189
|
|
|
137
|
|
|
55
|
|
|
(131
|
)
|
|||||
Income from continuing operations
|
541
|
|
|
521
|
|
|
393
|
|
|
260
|
|
|
16
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
1
|
|
|||||
NET INCOME
|
$
|
541
|
|
|
$
|
521
|
|
|
$
|
393
|
|
|
$
|
277
|
|
|
$
|
17
|
|
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
134
|
|
|||||
Income allocated to participating securities
|
8
|
|
|
6
|
|
|
4
|
|
|
1
|
|
|
1
|
|
|||||
Net income (loss) attributable to common shares
|
$
|
533
|
|
|
$
|
515
|
|
|
$
|
389
|
|
|
$
|
153
|
|
|
$
|
(118
|
)
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
2.92
|
|
|
$
|
2.68
|
|
|
$
|
2.11
|
|
|
$
|
0.79
|
|
|
$
|
(0.80
|
)
|
Net income (loss)
|
2.92
|
|
|
2.68
|
|
|
2.11
|
|
|
0.90
|
|
|
(0.79
|
)
|
|||||
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
2.85
|
|
|
2.67
|
|
|
2.09
|
|
|
0.78
|
|
|
(0.80
|
)
|
|||||
Net income (loss)
|
2.85
|
|
|
2.67
|
|
|
2.09
|
|
|
0.88
|
|
|
(0.79
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Comprehensive income (loss)
|
563
|
|
|
464
|
|
|
426
|
|
|
224
|
|
|
(10
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared on common stock
|
126
|
|
|
106
|
|
|
75
|
|
|
44
|
|
|
30
|
|
|||||
Cash dividends declared per common share
|
0.68
|
|
|
0.55
|
|
|
0.40
|
|
|
0.25
|
|
|
0.20
|
|
Years Ended December 31
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Average Rates (Fully Taxable Equivalent Basis)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits with banks
|
0.26
|
%
|
|
0.26
|
%
|
|
0.24
|
%
|
|
0.25
|
%
|
|
0.25
|
%
|
|||||
Other short-term investments
|
1.22
|
|
|
1.65
|
|
|
2.17
|
|
|
1.58
|
|
|
1.74
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities available-for-sale
|
2.25
|
|
|
2.43
|
|
|
2.91
|
|
|
3.24
|
|
|
3.61
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
3.28
|
|
|
3.44
|
|
|
3.69
|
|
|
3.89
|
|
|
3.63
|
|
|||||
Real estate construction loans
|
3.85
|
|
|
4.44
|
|
|
4.37
|
|
|
3.17
|
|
|
2.92
|
|
|||||
Commercial mortgage loans
|
4.11
|
|
|
4.44
|
|
|
4.23
|
|
|
4.10
|
|
|
4.20
|
|
|||||
Lease financing
|
3.23
|
|
|
3.01
|
|
|
3.51
|
|
|
3.88
|
|
|
3.25
|
|
|||||
International loans
|
3.74
|
|
|
3.73
|
|
|
3.83
|
|
|
3.94
|
|
|
3.79
|
|
|||||
Residential mortgage loans
|
4.09
|
|
|
4.55
|
|
|
5.27
|
|
|
5.30
|
|
|
5.53
|
|
|||||
Consumer loans
|
3.30
|
|
|
3.42
|
|
|
3.50
|
|
|
3.54
|
|
|
3.68
|
|
|||||
Total loans
|
3.51
|
|
|
3.74
|
|
|
3.91
|
|
|
4.00
|
|
|
3.84
|
|
|||||
Interest income as a percentage of earning assets
|
3.03
|
|
|
3.27
|
|
|
3.49
|
|
|
3.65
|
|
|
3.64
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic deposits
|
0.18
|
|
|
0.24
|
|
|
0.33
|
|
|
0.48
|
|
|
1.39
|
|
|||||
Deposits in foreign offices
|
0.52
|
|
|
0.63
|
|
|
0.48
|
|
|
0.31
|
|
|
0.29
|
|
|||||
Total interest-bearing deposits
|
0.19
|
|
|
0.25
|
|
|
0.33
|
|
|
0.47
|
|
|
1.37
|
|
|||||
Short-term borrowings
|
0.07
|
|
|
0.12
|
|
|
0.13
|
|
|
0.25
|
|
|
0.24
|
|
|||||
Medium- and long-term debt
|
1.45
|
|
|
1.36
|
|
|
1.20
|
|
|
1.05
|
|
|
1.23
|
|
|||||
Interest expense as a percentage of interest-bearing sources
|
0.33
|
|
|
0.41
|
|
|
0.48
|
|
|
0.62
|
|
|
1.29
|
|
|||||
Interest rate spread
|
2.70
|
|
|
2.86
|
|
|
3.01
|
|
|
3.03
|
|
|
2.35
|
|
|||||
Impact of net noninterest-bearing sources of funds
|
0.14
|
|
|
0.17
|
|
|
0.18
|
|
|
0.21
|
|
|
0.37
|
|
|||||
Net interest margin as a percentage of earning assets
|
2.84
|
%
|
|
3.03
|
%
|
|
3.19
|
%
|
|
3.24
|
%
|
|
2.72
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average common shareholders’ equity
|
7.76
|
%
|
|
7.43
|
%
|
|
6.18
|
%
|
|
2.74
|
%
|
|
(2.37
|
)%
|
|||||
Return on average assets
|
0.85
|
|
|
0.83
|
|
|
0.69
|
|
|
0.50
|
|
|
0.03
|
|
|||||
Efficiency ratio (a)
|
68.83
|
|
|
69.24
|
|
|
72.73
|
|
|
67.39
|
|
|
69.28
|
|
|||||
Tier 1 common capital as a percentage of risk-weighted assets (b)
|
10.64
|
|
|
10.14
|
|
|
10.37
|
|
|
10.13
|
|
|
8.18
|
|
|||||
Tier 1 capital as a percentage of risk-weighted assets
|
10.64
|
|
|
10.14
|
|
|
10.41
|
|
|
10.13
|
|
|
12.46
|
|
|||||
Total capital as a percentage of risk-weighted assets
|
13.10
|
|
|
13.15
|
|
|
14.25
|
|
|
14.54
|
|
|
16.93
|
|
|||||
Tangible common equity as a percentage of tangible assets (b)
|
10.07
|
|
|
9.76
|
|
|
10.27
|
|
|
10.54
|
|
|
7.99
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value at year-end
|
$
|
39.23
|
|
|
$
|
36.87
|
|
|
$
|
34.80
|
|
|
$
|
32.82
|
|
|
$
|
32.27
|
|
Market value at year-end
|
47.54
|
|
|
30.34
|
|
|
25.80
|
|
|
42.24
|
|
|
29.57
|
|
|||||
Market value for the year
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
48.69
|
|
|
34.00
|
|
|
43.53
|
|
|
45.85
|
|
|
32.30
|
|
|||||
Low
|
30.73
|
|
|
26.25
|
|
|
21.48
|
|
|
29.68
|
|
|
11.72
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data (share data in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Average common shares outstanding - basic
|
183
|
|
|
191
|
|
|
185
|
|
|
170
|
|
|
149
|
|
|||||
Average common shares outstanding - diluted
|
187
|
|
|
192
|
|
|
186
|
|
|
173
|
|
|
149
|
|
|||||
Number of banking centers
|
483
|
|
|
489
|
|
|
494
|
|
|
444
|
|
|
447
|
|
|||||
Number of employees (full-time equivalent)
|
8,948
|
|
|
9,035
|
|
|
9,468
|
|
|
9,073
|
|
|
9,402
|
|
(a)
|
Noninterest expenses as a percentage of the sum of net interest income (FTE) and noninterest income excluding net securities gains (losses).
|
(b)
|
See Supplemental Financial Data section for reconcilements of non-GAAP financial measures.
|
|
COMERICA INCORPORATED
|
||
|
|
|
|
|
By:
|
|
/s/ Ralph W. Babb, Jr.
|
|
|
|
Ralph W. Babb, Jr.
Chairman, President and Chief Executive Officer
|
/s/ Ralph W. Babb, Jr.
|
|
Chairman, President and Chief Executive Officer and
|
Ralph W. Babb, Jr.
|
|
Director (Principal Executive Officer)
|
|
|
|
/s/ Karen L. Parkhill
|
|
Vice Chairman and Chief Financial Officer
|
Karen L. Parkhill
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Muneera S. Carr
|
|
Executive Vice President and Chief Accounting Officer
|
Muneera S. Carr
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Roger A. Cregg
|
|
|
Roger A. Cregg
|
|
Director
|
|
|
|
/s/ T. Kevin DeNicola
|
|
|
T. Kevin DeNicola
|
|
Director
|
|
|
|
/s/ Jacqueline P. Kane
|
|
|
Jacqueline P. Kane
|
|
Director
|
|
|
|
/s/ Richard G. Lindner
|
|
|
Richard G. Lindner
|
|
Director
|
|
|
|
/s/ Alfred A. Piergallini
|
|
|
Alfred A. Piergallini
|
|
Director
|
|
|
|
/s/ Robert S. Taubman
|
|
|
Robert S. Taubman
|
|
Director
|
|
|
|
/s/ Reginald M. Turner, Jr.
|
|
|
Reginald M. Turner, Jr.
|
|
Director
|
|
|
|
/s/ Nina G. Vaca
|
|
|
Nina G. Vaca
|
|
Director
|
2.1
|
|
Agreement and Plan of Merger, dated as of January 16, 2011, by and among Comerica Incorporated, Sterling Bancshares, Inc., and, from and after its accession to the Agreement, Sub (as defined therein) (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (filed as Exhibit 2.1 to Registrant's Current Report on Form 8-K dated January 16, 2011, and incorporated herein by reference).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Current Report on Form 8-K dated August 4, 2010, and incorporated herein by reference).
|
|
|
|
3.2
|
|
Certificate of Amendment to Restated Certificate of Incorporation of Comerica Incorporated (filed as Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws of Comerica Incorporated (filed as Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
|
|
|
|
4
|
|
[Reference is made to Exhibits 3.1, 3.2 and 3.3 in respect of instruments defining the rights of security holders. In accordance with Regulation S-K Item No. 601(b)(4)(iii), the Registrant is not filing copies of instruments defining the rights of holders of long-term debt because none of those instruments authorizes debt in excess of 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. The Registrant hereby agrees to furnish a copy of any such instrument to the SEC upon request.]
|
|
|
|
4.1
|
|
Warrant Agreement, dated May 6, 2010, between the registrant and Wells Fargo Bank, N.A. (filed as Exhibit 4.1 to Registrant's Registration Statement on Form 8-A dated May 7, 2010, and incorporated herein by reference).
|
|
|
|
4.2
|
|
Form of Warrant (filed as Exhibit 4.1 to Registrant's Registration Statement on Form 8-A dated May 7, 2010, and incorporated herein by reference).
|
|
|
|
4.3
|
|
Warrant Agreement, dated as of June 9, 2010, between Comerica Incorporated (as successor to Sterling Bancshares, Inc.) and American Stock Transfer & Trust Company, LLC (filed as Exhibit 4.1 to Sterling Bancshares, Inc.'s Registration Statement on Form 8-A12B filed on June 10, 2010 (File No. 001-34768) and incorporated herein by reference).
|
|
|
|
4.4
|
|
Form of Warrant (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-4 (File No. 333-172211), and incorporated herein by reference).
|
|
|
|
9
|
|
(not applicable)
|
|
|
|
10.1†
|
|
Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 23, 2013, and incorporated herein by reference).
|
|
|
|
10.1A†
|
|
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
|
|
|
|
10.1B†
|
|
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.44 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
|
|
|
|
10.1C†
|
|
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1C to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference) .
|
|
|
|
10.1D†
|
|
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Comerica Incorporated Amended and Restated 2006 Long-Term Incentive Plan (2014 version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference) .
|
|
|
|
10.1E†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2006, and incorporated herein by reference).
|
|
|
|
10.1F†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.46 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
|
|
|
|
10.1G†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1F to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
|
|
|
|
10.1H†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2014 version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference).
|
|
|
|
10.1I†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 99.1 to Registrant's Current Report on Form 8-K dated January 22, 2007, and incorporated herein by reference).
|
|
|
|
10.1J†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.45 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
|
|
|
|
10.1K†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1I to Registrant's Annual Report on Form 10-K for the year ended December 31, 2011, and incorporated herein by reference).
|
|
|
|
10.1L†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 2006 Amended and Restated Long-Term Incentive Plan (long-term restricted version) (filed as Exhibit 10.41 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by reference).
|
|
|
|
10.1M†
|
|
Form of Standard Comerica Incorporated Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version) (filed as Exhibit 10.47 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
|
|
|
|
10.1N†
|
|
Form of Standard Comerica Incorporated Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2011 version 2) (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and incorporated herein by reference).
|
|
|
|
10.1O†
|
|
Form of Standard Comerica Incorporated Performance Restricted Stock Unit Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (2012 version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 19, 2012, and incorporated herein by reference).
|
|
|
|
10.1P†
|
|
Form of Standard Comerica Incorporated Senior Executive Long-Term Performance Restricted Stock Unit Award Agreement under the Amended and Restated Comerica Incorporated 2006 Long-Term Incentive Plan (filed as Exhibit 10.3 to Registrant's Current Report on Form 8-K dated January 21, 2014, and incorporated herein by reference).
|
|
|
|
10.2†
|
|
Comerica Incorporated 1997 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2001, and incorporated herein by reference).
|
|
|
|
10.2A†
|
|
Form of Standard Comerica Incorporated Non-Qualified Stock Option Agreement under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
|
|
|
|
10.2B†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (non-cliff vesting) under the Amended and Restated Comerica Incorporated 1997 Long-Term Incentive Plan (filed as Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
|
|
|
|
10.2C†
|
|
Form of Standard Comerica Incorporated Restricted Stock Award Agreement (cliff vesting) under the Comerica Incorporated 1997 Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
|
|
|
|
10.3†
|
|
Amended and Restated Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan effective April 30, 2007 (filed as Exhibit 10.1 to Sterling Bancshares, Inc.'s Current Report on Form 8-K dated August 14, 2007 (File No. 000-20750), and incorporated herein by reference).
|
|
|
|
10.4†
|
|
1994 Incentive Stock Option Plan of Sterling Bancshares, Inc. (filed as Exhibit 10.1 Sterling Bancshares, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 000-20750), and incorporated herein by reference).
|
|
|
|
10.5†
|
|
Comerica Incorporated Amended and Restated Employee Stock Purchase Plan (amended and restated October 22, 2013).
|
|
|
|
10.6†
|
|
Comerica Incorporated 2011 Management Incentive Plan (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 26, 2011, and incorporated herein by reference).
|
|
|
|
10.6A†
|
|
Form of Standard Comerica Incorporated No Sale Agreement under the Comerica Incorporated Amended and Restated Management Incentive Plan (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, and incorporated herein by reference).
|
|
|
|
10.7†
|
|
Amended and Restated Benefit Equalization Plan for Employees of Comerica Incorporated (amended and restated March 24, 2009, with amendments effective January 1, 2009) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated March 24, 2009, and incorporated herein by reference).
|
|
|
|
10.8†
|
|
1999 Comerica Incorporated Amended and Restated Deferred Compensation Plan (amended and restated on July 26, 2011) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated July 26, 2011, and incorporated herein by reference).
|
|
|
|
10.9†
|
|
1999 Comerica Incorporated Amended and Restated Common Stock Deferred Incentive Award Plan (amended and restated on July 26, 2011) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated July 26, 2011, and incorporated herein by reference).
|
|
|
|
10.10†
|
|
Amended and Restated Comerica Incorporated Stock Option Plan For Non-Employee Directors (amended and restated on May 22, 2001) (filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
|
|
|
|
10.11†
|
|
Amended and Restated Comerica Incorporated Stock Option Plan For Non-Employee Directors of Comerica Bank and Affiliated Banks (amended and restated May 22, 2001) (filed as Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
|
|
|
|
10.12†
|
|
Amended and Restated Comerica Incorporated Non-Employee Director Fee Deferral Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008) (filed as Exhibit 10.22 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference).
|
|
|
|
10.13†
|
|
Amended and Restated Comerica Incorporated Common Stock Non-Employee Director Fee Deferral Plan (amended and restated on November 18, 2008, with amendments effective December 31, 2008) (filed as Exhibit 10.23 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference).
|
|
|
|
10.14†
|
|
Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (amended and restated on November 18, 2008, with amendments effective December 31, 2008) (filed as Exhibit 10.24 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference).
|
|
|
|
10.14A†
|
|
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, and incorporated herein by reference).
|
|
|
|
10.14B†
|
|
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 2) (filed as Exhibit 10.6 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, and incorporated herein by reference).
|
|
|
|
10.14C†
|
|
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 2.5) (filed as Exhibit 10.48 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2010, and incorporated herein by reference).
|
|
|
|
10.14D†
|
|
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 3) (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference).
|
|
|
|
10.14E†
|
|
Form of Standard Comerica Incorporated Non-Employee Director Restricted Stock Unit Agreement under the Comerica Incorporated Amended and Restated Incentive Plan for Non-Employee Directors (Version 4) (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, and incorporated herein by reference).
|
|
|
|
10.15†
|
|
Form of Director Indemnification Agreement between Comerica Incorporated and certain of its directors (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2002, and incorporated herein by reference).
|
|
|
|
10.16†
|
|
Supplemental Benefit Agreement with Eugene A. Miller (filed as Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, and incorporated herein by reference).
|
|
|
|
10.17†
|
|
Supplemental Pension and Retiree Medical Agreement with Ralph W. Babb Jr. (filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
|
|
|
|
10.18A†
|
|
Restrictive Covenants and General Release Agreement by and between Elizabeth S. Acton and Comerica Incorporated dated April 20, 2012 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 25, 2012, and incorporated herein by reference).
|
|
|
|
10.18B†
|
|
Restrictive Covenants and General Release Agreement by and between Dale E. Greene and Comerica Incorporated dated August 22, 2011 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated August 22, 2011, and incorporated herein by reference).
|
|
|
|
10.18C†
|
|
Restrictive Covenants and General Release Agreement by and between Mary Constance Beck and Comerica Incorporated dated January 21, 2011 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated January 21, 2011, and incorporated herein by reference).
|
|
|
|
10.18D†
|
|
Restrictive Covenants and General Release Agreement by and between Joseph J. Buttigieg, III and Comerica Incorporated dated April 23, 2010 (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 23, 2010, and incorporated herein by reference).
|
|
|
|
10.19†
|
|
Form of Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current) (filed as Exhibit 10.42 to Registrant's Annual Report on Form 10-K for the year ended December 31, 2009, and incorporated herein by reference).
|
|
|
|
10.19A†
|
|
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version without gross-up or window period-current).
|
|
|
|
10.20†
|
|
Form of Change of Control Employment Agreement (BE4 and Higher Version) (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
|
|
|
|
10.20A†
|
|
Schedule of Named Executive Officers Party to Change of Control Employment Agreement (BE4 and Higher Version).
|
|
|
|
10.21†
|
|
Form of Change of Control Employment Agreement (BE2-BE3 Version) (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 18, 2008, and incorporated herein by reference).
|
|
|
|
10.22†
|
|
Waiver of Senior Executive Officers dated November 14, 2008 (filed as Exhibit 10.2 to Registrant's Current Report on Form 8-K dated November 13, 2008, regarding U.S. Department of Treasury's Capital Purchase Program, and incorporated herein by reference).
|
|
|
|
10.23
|
|
Implementation Agreement dated July 28, 2005 between Framlington Holdings Limited, Guarantors as named in the Agreement and AXA Investment Managers SA (restated to reflect amendments on September 7, 2005) (filed as Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
|
|
|
|
10.24
|
|
Second Amendment Agreement dated October 31, 2005 in relation to an Implementation Agreement dated July 28, 2005 (as amended on September 7, 2005) (filed as Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).
|
|
|
|
11
|
|
Statement regarding Computation of Net Income Per Common Share (incorporated by reference from Note 15 on page F-96 of this Annual Report on Form 10-K).
|
|
|
|
12
|
|
(not applicable)
|
|
|
|
13
|
|
(not applicable)
|
|
|
|
14
|
|
(not applicable)
|
|
|
|
16
|
|
(not applicable)
|
|
|
|
18
|
|
(not applicable)
|
|
|
|
21
|
|
Subsidiaries of Registrant.
|
|
|
|
22
|
|
(not applicable)
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
|
|
24
|
|
(not applicable)
|
|
|
|
31.1
|
|
Chairman, President and CEO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
31.2
|
|
Executive Vice President and CFO Rule 13a-14(a)/15d-14(a) Certification of Periodic Report (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
32
|
|
Section 1350 Certification of Periodic Report (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
|
|
|
|
33
|
|
(not applicable)
|
|
|
|
34
|
|
(not applicable)
|
|
|
|
35
|
|
(not applicable)
|
|
|
|
100
|
|
(not applicable)
|
|
|
|
101
|
|
Financial statements from Annual Report on Form 10-K of the Registrant for the year ended December 31, 2013, formatted in Extensible Business Reporting Language: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements.
|
|
|
|
†
|
|
Management contract or compensatory plan or arrangement.
|
|
|
|
|
|
File No. for all filings under Exchange Act, unless otherwise noted: 1-10706.
|
|
|
|
SECTION I – PURPOSE
|
1
|
|
|
|
|
SECTION II – DEFINITIONS
|
1
|
|
|
|
|
SECTION III – INTRODUCTION
|
4
|
|
|
|
|
SECTION IV – PARTICIPATION
|
5
|
|
|
|
|
SECTION V – CONTRIBUTIONS
|
5
|
|
|
|
|
SECTION VI – ACQUISITION OF CORPORATION SHARES
|
8
|
|
|
|
|
SECTION VII – RIGHTS WITH RESPECT TO SHARES HELD IN PLAN
|
8
|
|
|
|
|
SECTION VIII – WITHDRAWALS FROM PLAN
|
8
|
|
|
|
|
SECTION IX – MISCELLANEOUS PROVISIONS
|
9
|
|
|
|
|
SECTION X – EFFECTIVE DATE OF PLAN
|
10
|
|
1
|
Please note that determination of disability and award of disability benefits may occur retroactively long after the Participant’s employment termination date and after the date that Share Retention Contribution determinations were otherwise made for the relevant Plan Year.
|
|
|
|
|
Name
|
State or Jurisdiction of
Incorporation or Organization
|
Arkana Natural Resources, LLC
|
Delaware
|
Campbell & Crook Natural Resources, LLC
|
Delaware
|
Cass & Co.
|
Cayman Islands
|
CDV I Incorporated
|
Delaware
|
Comerica AHOC, LLC
|
Michigan
|
Comerica Asset Management Group, Inc.
|
Michigan
|
Comerica Assurance Ltd.
|
Bermuda
|
Comerica Bank
|
Texas
|
Comerica Bank & Trust, National Association
|
United States
|
Comerica Capital Advisors Incorporated
|
Delaware
|
Comerica do Brasil Participacoes e Servicos Ltda.
|
Brazil
|
Comerica Community Development Investment Fund II, LLC
|
Delaware
|
Comerica Financial Incorporated (f/k/a/ Comerica AutoLease, Inc.)
|
Michigan
|
Comerica Holdings Incorporated
|
Delaware
|
Comerica Insurance Group, Inc.
|
Michigan
|
Comerica Insurance Services, Inc.
|
Michigan
|
Comerica Insurance Services of Texas Incorporated (f/k/a CMA Insurance Services, Inc.)
|
Texas
|
Comerica Investment Services, Inc.
|
Michigan
|
Comerica Leasing Corporation (f/k/a CMCA Lease, Inc.)
|
Michigan
|
Comerica Management Company
|
Michigan
|
Comerica Merchant Services, Inc.
|
Delaware
|
Comerica Properties Corporation
|
Michigan
|
Comerica Securities, Inc.
|
Michigan
|
Comerica Ventures Incorporated (f/k/a Imperial Ventures, Inc.)
|
California
|
Interstate Select Insurance Services, Inc.
|
California
|
Munder UK, L.L.C.
|
Delaware
|
ROC Technologies Inc.
|
Texas
|
SB Investment Services, Inc.
|
Texas
|
SCFS Reverse Exchange, LLC (f/k/a NBF Reverse Exchange, LLC)
|
Delaware
|
Sealy Sundown Exchange, LLC
|
Delaware
|
Silver Funding Corp.
|
Delaware
|
Sterling Community Investment Corporation
|
Delaware
|
VRB Corp.
|
Michigan
|
VRB Catron Ranch Owner, LLC
|
Delaware
|
VRB Croftwood, LLC
|
Delaware
|
VRB Mesa Ranch Plaza, LLC
|
Delaware
|
VRB Ocean 4660, LLC
|
Delaware
|
VRB Racetrack, LLC
|
Delaware
|
VRB Rancho Encantado, LLC
|
Delaware
|
VRB Santa Paula Development, LLC
|
Delaware
|
VRB Sundance Village, LLC
|
Delaware
|
VRB Spanish Oaks, LLC
|
Delaware
|
VRB Wasco, LLC
|
Delaware
|
WAM Holdings, Inc.
|
Delaware
|
Wilson, Kemp & Associates, Inc.
|
Michigan
|
World Asset Management, Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended
December 31, 2013
of Comerica Incorporated (the “Registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
|
4.
|
The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
5.
|
The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
Date:
|
February 14, 2014
|
/s/ Ralph W. Babb, Jr.
|
|
|
Ralph W. Babb, Jr.
|
|
|
Chairman, President and
|
|
|
Chief Executive Officer
|
1.
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I have reviewed this annual report on Form 10-K for the year ended
December 31, 2013
of Comerica Incorporated (the “Registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the Registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
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5.
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The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
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Date:
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February 14, 2014
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/s/ Karen L. Parkhill
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Karen L. Parkhill
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Vice Chairman and
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Chief Financial Officer
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(1)
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the Annual Report on Form 10-K of the Company for the year ended
December 31, 2013
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated:
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February 14, 2014
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/s/ Ralph W. Babb, Jr.
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Ralph W. Babb, Jr.
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Chairman, President and
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Chief Executive Officer
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/s/ Karen L. Parkhill
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Karen L. Parkhill
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Vice Chairman and
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Chief Financial Officer
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